Exhibit 10.16(iii)
SUBLEASE
This Sublease is entered into as of this 29th day of December, 2004 (the
"Execution Date"), by and between Interactive Intelligence, Inc., an Indiana
corporation ("Sublandlord") and CyberLearning Labs, Inc., an Indiana corporation
("Subtenant").
W I T N E S S E T H
WHEREAS, the following facts are true:
A.
BY LEASE AGREEMENT DATED APRIL 1, 2001, AS
AMENDED BY INSTRUMENTS DATED SEPTEMBER 19, 2001 AND DECEMBER 13, 2002,
(COLLECTIVELY, THE "MASTER LEASE"), SUBLANDLORD LEASED APPROXIMATELY 120,000
RENTABLE SQUARE FEET OF SPACE LOCATED AT 7601 INTERACTIVE WAY, INDIANAPOLIS,
INDIANA ("LEASED PREMISES") FROM DUKE REALTY LIMITED PARTNERSHIP, AN INDIANA
LIMITED PARTNERSHIP (F/K/A DUKE-WEEKS REALTY LIMITED PARTNERSHIP) ("LANDLORD").
A COPY OF THE MASTER LEASE IS ATTACHED HERETO AS EXHIBIT A.
B.
SUBLANDLORD AND SUBTENANT NOW DESIRE TO
ENTER INTO A SUBLEASE WHEREBY SUBTENANT WILL LEASE A PORTION OF THE LEASED
PREMISES, AS DEFINED IN THE MASTER LEASE, FROM SUBLANDLORD, UPON AND SUBJECT TO
THE TERMS, COVENANTS AND CONDITIONS HEREIN CONTAINED.
THE PORTION OF THE LEASED
PREMISES TO BE SUBLET HEREUNDER CONSISTS OF APPROXIMATELY 8,980 RENTABLE SQUARE
FEET, IS LOCATED ON THE FIRST FLOOR OF THE LEASED PREMISES, IS DEPICTED ON THE
ATTACHED EXHIBIT B AND IS REFERRED TO HEREIN AS THE "PREMISES."
NOW, THEREFORE, in consideration of the premises, the mutual covenants and terms
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1.
SUBLEASE OF PREMISES.
SUBLANDLORD
HEREBY SUBLEASES TO SUBTENANT, AND SUBTENANT HEREBY TAKES FROM SUBLANDLORD THE
PREMISES AND AGREES TO BE BOUND BY ALL RIGHTS AND OBLIGATIONS OF SUBLANDLORD AS
TENANT UNDER THE MASTER LEASE AND ACKNOWLEDGES THAT ALL PROVISIONS OF THE MASTER
LEASE REMAIN IN FULL FORCE AND EFFECT.
2.
TERM.
THE TERM OF THIS SUBLEASE IS FOR
THREE (3) YEARS COMMENCING MARCH 1, 2005 ("COMMENCEMENT DATE") AND EXPIRING ON
FEBRUARY 29, 2008 ("ORIGINAL TERM").
THE ORIGINAL TERM AND THE EXTENSION TERM,
AS HEREINAFTER DEFINED, ARE SOMETIMES REFERRED TO COLLECTIVELY AS THE "SUBLEASE
TERM."
3.
RENT.
DURING THE ORIGINAL TERM, SUBTENANT SHALL PAY TO
SUBLANDLORD AS RENT FOR THE PREMISES RENT IN THE AMOUNTS SET FORTH BELOW:
Sublease Term
Minimum Annual Rent
Monthly Rental Installments
Year 1
$
140,088.00
$
11,674.00
Year 2
$
144,578.04
$
12,048.17
Year 3
$
149,067.96
$
12,422.33
All Operating Expenses charged to Sublandlord under the Master Lease shall be
paid by Sublandlord.
In the event Sublandlord files a petition for bankruptcy,
insolvency or for reorganization and upon Landlord providing written notice to
Subtenant, Subtenant hereby agrees to pay rent for the Premises directly to
Landlord.
4.
SURRENDER AND HOLDING OVER.
UPON THE
EXPIRATION OR EARLIER TERMINATION OF THIS SUBLEASE, SUBTENANT SHALL REMOVE ALL
FURNITURE, FURNISHINGS, EQUIPMENT, AND ALL OTHER PERSONAL PROPERTY BELONGING TO
SUBTENANT AND SHALL SURRENDER THE PREMISES IN SUBSTANTIALLY THE SAME CONDITION
THE SAME WERE IN AS OF THE COMMENCEMENT DATE, SUBJECT ONLY TO REASONABLE WEAR
AND TEAR, CASUALTY, CONDEMNATION AND MATTERS WHICH ARE THE RESPONSIBILITY OF
SUBLANDLORD HEREUNDER.
IF SUBTENANT