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FIRST AMENDMENT TO LEASE
THIS AGREEMENT, made and entered into this 18
th day of August , 2006 by
and between GALLERIA 600, LLC (hereinafter "Landlord") and
The Ultimate Software Group, Inc., a Delaware corporation
(hereinafter "Tenant");
WHEREAS, Landlord and Tenant entered into a certain Lease
Agreement dated April 27, 2006 (hereinafter "Lease") for
Suite 1000 containing 14,309 square feet (hereinafter
"Premises") in the 600 Galleria Parkway Office Building, Atlanta,
Georgia 30339;
WHEREAS, Landlord and Tenant desire to amend the Lease as
hereinafter set forth;
NOW THEREFORE, in consideration of the mutual agreements of the
undersigned and other good and valuable considerations, the Lease
is hereby amended effective January 15, 2007 as follows:
1. By deleting from the Premises Paragraph of the Lease,
"14,309" square feet and substituting in lieu thereof "24,609"
square feet ("Entire Premises"), consisting of 14,309 square feet
("Original Premises") and 10,300 square feet on the 10
th floor directly
adjacent to Tenant’s Premises ("Expansion Premises"). The
term Entire Premises is hereby deemed to be one and the same as the
"Premises" or the "Leased Premises" under the Lease, including,
without limitation, any renewal options thereunder.
2. The term for the Expansion Premises shall begin on
January 15, 2007 ("Commencement Date of the Expansion
Premises") and shall be coterminous with the Original Premises with
a new expiration date of July 31, 2013. As a point of
clarification, this extends the Original Premises Lease Term by six
(6) months. Tenant shall have the right to occupy the
Expansion Premises two (2) weeks prior to the Commencement
Date for the installation of furniture, fixtures and equipment.
Notwithstanding any of the foregoing language to the contrary, in
the event that Landlord fails to deliver to Tenant the turnkey of
the Expansion Premises pursuant to the terms and conditions hereof
at least two (2) weeks prior to January 15, 2007, then
the Commencement Date of the Expansion Premises shall be adjusted
to that date which is two (2) weeks after the date on which
Landlord delivers the turnkey of the Expansion Premises to Tenant
for the purposes of Tenant’s installation as described
herein.
3. Tenant shall not be responsible for the payment of rent on
the Expansion Premises for the first six and one-half (6.5) months
of occupancy which period shall commence as of the Commencement
Date of the Expansion Premises.
4. Effective as of the Commencement Date of the Expansion
Premises, Tenant’s rental rate for the Expansion Premises
shall be Twenty-two and 50/100 Dollars ($22.50) per rentable square
foot or Nineteen Thousand Three Hundred Twelve and 50/100 dollars
($19,312.50) per month and otherwise payable pursuant to all other
terms and conditions of Paragraphs 2(a) and (b) under the
Lease. Consistent with the original Lease Agreement, the monthly
rental payable hereunder for the Expansion Premises shall be
subject to annual increases of three percent (3%) per year
commencing as of the first anniversary of the Commencement Date of
the Expansion Premises and otherwise pursuant to all other terms
and conditions of Paragraph 2(c). Should the Commencement Date
be a day other than the first day of a calendar month, then said
annual increases shall commence on the first day of that month
immediately following the anniversary of the Commencement Date.
5. Tenant’s "Base Year" for calculation of operating
expenses on the Expansion Premises shall be 2007 with the first
adjustment occurring January 1, 2008; otherwise such payment
of operating expenses shall be made by Tenant pursuant to the terms
and conditions of Paragraph 2(c).
6. Landlord shall "turnkey" the design and construction of the
Expansion Premises using finishes that are consistent with the
finishes of the Original Premises pursuant to the terms and
conditions of the Work Letter Agreement attached hereto as Exhibit
"B-1" and incorporated herein by reference.
7. The floor plan of the Expansion Premises is depicted on
Exhibit "D-1" attached hereto and
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