THIS SUBLEASE (the “Sublease”) is
entered into October 8, 2008, between Digital Angel
Corporation f/k/a Applied Digital Solutions, Inc., a Delaware
corporation (“Landlord”), and IFTH Acquisition Corp., a
Delaware corporation (“Tenant”).
1. BASIC LEASE PROVISIONS AND CERTAIN
DEFINITIONS.
A. Property Address: 1690 South Congress Avenue,
Delray Beach, Florida 33445.
B. Premises: Suite 200, consisting of 7,911
rentable square feet.
C. Tenant’s Address until the Commencement
Date: 7 Kingsbridge Road, Fairfield, New Jersey 07004; thereafter,
the Premises.
D. Landlord’s Address (for notices): 490
Villaume Avenue, South St. Paul, Minnesota 55075.
E. Prime Landlord: The Realty Associates Fund V,
L.P., a Delaware limited partnership.
F. Prime Landlord’s Address (for notices):
The Realty Associates Fund V, L.P., c/o Terranova Corporation, 1200
Brickell Avenue, Suite 1500, Miami, Florida 33131, Attention:
President.
G. Identification of Prime Lease: Office Lease
dated January 29, 2004.
H. Sublease Term: Twenty-one
(21) months.
I. Commencement Date: October 1,
2008.
J. Expiration Date: June 30,
2010.
K. Rent: $157,500 for the entire Sublease Term,
payable in one lump sum immediately upon full execution of this
Sublease and receipt of Prime Landlord’s written consent to
this Sublease.
2. PRIME LEASE. Landlord is the tenant
under a Prime Lease with Prime Landlord. Landlord warrants that
(a) Landlord has delivered to Tenant a complete copy of the
Prime Lease and all other agreements between Prime Landlord and
Landlord relating to the leasing, use or occupancy of the Premises,
(b) the Prime Lease is, as of the date of this Sublease, in
full force and effect, and (c) no event of default has
occurred under the Prime Lease and, to Landlord’s knowledge,
no event has occurred and is continuing which would constitute an
event of default by Landlord, but for the requirement of the giving
of notice and the expiration of the period of time to
cure.
3. SUBLEASE. Landlord, in consideration of
the rents and the agreements to be performed by Tenant, subleases
to Tenant the Premises that are situated within the building
located at the Property Address (the “Building”), and
being a part of the Property.
A. SUBLEASE TERM. The Sublease Term shall
commence on the Commencement Date and shall expire on the
Expiration Date.
4. POSSESSION. The Premises are to be
delivered by Landlord as of the execution and delivery of this
Sublease by Landlord.
5. TENANT’S USE. The Premises shall
be used and occupied only for the uses permitted under the Prime
Lease.
6. RENT. Tenant shall pay only the
one-time, lump sum Rent payment described in Section 1.K as
the total consideration for Tenant’s occupancy and use of the
Premises during the Sublease Term. Tenant shall pay no additional
rent or other charges of any kind, including any utility charges or
expenses, either to Landlord or to Prime Landlord; provided,
however, that Tenant shall be responsible for any utility charges
or expenses incurred due to Tenant’s use of the Premises
outside the normal “hours of service,” as set forth
within Section 11.3 of the Prime Lease, and Tenant shall pay
the Landlord for any such expenses, if applicable. Landlord shall
be responsible for prompt and full compliance with all terms of the
Prime Lease, including payments of any and all charges required
thereunder, including but not limited to, Base Rent and
Tenant’s Share of Operating Expenses, including utility
charges or expenses, and Real Property Taxes, as provided in the
Prime Lease; provided, however, that Tenant shall reimburse
Landlord for any utility charges or expenses incurred due to
Tenant’s use of the Premises outside the normal “hours
of service,” as set forth within Section 11.3 of the
Prime Lease.
7. QUIET ENJOYMENT. Landlord represents
that it has full power and authority to enter into this Sublease,
subject to the consent of Prime Landlord. So long as no Event of
Default (defined below) has occurred, Tenant’s quiet and
peaceable enjoyment of the Premises shall not be disturbed by
Landlord or by anyone claiming through Landlord.
8. INSURANCE. Landlord will at all times
during the Sublease Term, and at its sole cost and expense,
maintain the commercial general liability insurance policy that is
required under Section 8.1 of the Prime Lease, and Landlord shall
name Tenant as an additional insured under such insurance. Tenant
will at all times during the Sublease Term, and at its sole cost
and expense, maintain (i) the “all-risk” extended
coverage property insurance policy that is required under
Section 8.1(a) of the Prime Lease and (ii) the
workers’ compensation insurance policy that is required under
Section 8.1(b) of the Prime Lease.
9. ASSIGNMENT OR SUBLETTING. Upon request
by Tenant, Landlord shall use reasonable efforts to obtain the
consent of Prime Landlord, if its consent is required under the
Prime Lease, if Tenant wishes to assign this Sublease or sub-sublet
the Premises. In addition, prior to Tenant assigning this Sublease
or sub-subletting the Premises, Tenant must obtain the consent of
Landlord to such assignment or sub-subletting; provided, however,
that Landlord’s consent shall not be necessary for Tenant to
share the Premises with VeriChip Corporation, a Delaware
corporation.
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10. FIRE OR CASUALTY OR EMINENT DOMAIN. In
the event of a fire or other casualty affecting the Building or the
Premises, or of a taking of all or a part of the Building or
Premises by the exercise of the power of eminent domain, Landlord
shall not exercise any right which may have the effect of
terminating the Prime Lease without first obtaining the prior
consent of Tenant. If Landlord is entitled, under the Prime Lease,
to a rent abatement as a result of a fire or other casualty or as a
result of a taking under the power of eminent domain, then Tenant
shall be entitled to a prompt refund of Rent calculated by
multiplying the percentage of the Premises made untenantable by the
lump sum payment of Rent multiplied by the percentage of the
Sublease Term during which the abatement continues. If the Prime
Lease imposes on Landlord the obligation to repair or restore
leasehold improvements or alterations, Landlord shall promptly
perform such repairs or restoration, and Tenant shall permit
Landlord to enter the Premises to perform them, subject to
reasonable conditions which Tenant may impose.
11. ALTERATIONS. Tenant may make any
alterations in or additions to the Premises
(“Alterations”) if to do so would not create a default
under the Prime Lease. Landlord shall use reasonable efforts to
obtain the consent of Prime Landlord, if its consent is required
under the Prime Lease. If Alterations by Tenant are permitted or
consented to as provided above, Tenant shall comply with all of the
obligations of Landlord in the Prime Lease pertaining to the
performance of the Alterations.
12. SURRENDER. At the expiration or
termination of this Sublease or of Tenant’s right to
possession of the Premises, Tenant will at once surrender and
deliver to Landlord the Premises, together with their improvements,
in good condition and repair (reasonable wear and tear excepted),
but free of any and all fixtures, equipment, furnishings and other
items of property belonging to Tenant. Tenant shall be responsible
for any extraordinary wear and tear, relative to the condition of
the Premises as of
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