Exhibit 10.16
OFFICE LEASE
BY AND BETWEEN
LANHAM OFFICE 2015 LLC
(as landlord)
AND
2U HARKINS ROAD LLC
(as tenant)
7900 HARKINS ROAD
LANHAM, MARYLAND
TABLE OF CONTENTS
Page
Article I DEFINITIONS
1
Article II PREMISES
16
Article III TERM
22
Article IV BASE RENT
25
Article V OPERATING EXPENSES AND REAL ESTATE TAXES
27
Article VI USE OF PREMISES
35
Article VII ASSIGNMENT AND SUBLETTING
37
Article VIII MAINTENANCE AND REPAIRS
43
Article IX ALTERATIONS
44
Article X SIGNS
48
Article XI SECURITY DEPOSIT
50
Article XII INSPECTION
52
Article XIII INSURANCE
52
Article XIV SERVICES AND UTILITIES
56
Article XV LIABILITY OF LANDLORD
61
Article XVI RULES
65
Article XVII DAMAGE OR DESTRUCTION
66
Article XVIII CONDEMNATION
69
Article XIX DEFAULT
69
Article XX BANKRUPTCY
74
Article XXI SUBORDINATION
75
Article XXII HOLDING OVER
77
Article XXIII COVENANTS OF LANDLORD
78
i
Article XXIV PARKING AND ACCESS EASEMENTS
79
Article XXV GENERAL PROVISIONS
81
Article XXVI RENEWAL
88
Article XXVII ROOF RIGHTS AND ROOF TERRACE
90
Article XXVIII AMENITY SPACE
91
Article XXIX EXPANSION RIGHTS
92
Article XXX METROPLEX II ASSUMPTION
94
Article XXXI NON-COMPETITION
96
EXHIBIT A
Plan Showing Premises
EXHIBIT B
Work Agreement
EXHIBIT C
Rules and Regulations
EXHIBIT D
Certificate Affirming the Must Take Commencement Date
EXHIBIT E
Measurement Schedule
EXHIBIT F
Location of Building Fitness Center
EXHIBIT G
Subordination, Nondisturbance and Attornment Agreement
EXHIBIT H
Roof Access Agreement
EXHIBIT I
Guaranty
EXHIBIT J
Parking Easement
EXHIBIT K
Description of the Land
EXHIBIT L
Competitor List
EXHIBIT M
Metroplex Rental Obligations
EXHIBIT N
Operating Expenses Exclusions
EXHIBIT O
Construction Insurance Requirements
EXHIBIT P
Takeover Sublease Form
ii
OFFICE LEASE
THIS OFFICE LEASE (this "Lease") is dated as of the 23rd day of December, 2015
(the "Effective Date"), by and between LANHAM OFFICE 2015 LLC, a Delaware
limited liability company ("Landlord"), and 2U HARKINS ROAD LLC, a Delaware
limited liability company ("Tenant").
ARTICLE I
DEFINITIONS
"2nd Floor Amenities" has the meaning set forth in Section 2.5(a).
"2nd Floor Build-Out Work" has the meaning set forth in the Work Agreement.
"2nd Floor Build-Out Allowance" has the meaning set forth in Section 2.5(b).
"2nd Floor Premises" has the meaning set forth in Section 2.5(a).
"2U Building Hours" means 8:00 a.m. to 8:00 p.m. on Monday through Friday and
8 a.m. to 1 p.m. on Saturday (excluding Holidays), and such additional hours, if
any, as Landlord from time to time determine.
"Abated Costs" has the meaning set forth in Section 4.2(c).
"Abated Initial Premises Costs" has the meaning set forth in Section 4.2(c).
"Abated Must Take Expansion Premises Costs" has the meaning set forth in
Section 4.2(c).
"Abatement Commencement Date" has the meaning set forth in Section 15.3(a).
"Abatement Period" has the meaning set forth in Section 4.2(c).
"Acceleration Notice" has the meaning set forth in Section 2.6(a)
"Access Easement" has the meaning set forth in Section 24.1.
"ADA" has the meaning set forth in the definition of Requirements.
"Additional Back-Up Generator" has the meaning set