Exhibit 10.1
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT
(“Sublease”) is entered into as of this 25
th
day of February, 2005,
by and between MICROSTRATEGY INCORPORATED, a Delaware corporation
(“Sublandlord”), and ALCANTARA LLC, a Delaware limited
liability company (“Subtenant”).
RECITALS
A. Sublandlord is the
tenant under that certain Deed of Lease by and between Tysons
Corner Property, LLC, a Virginia limited liability company, as
landlord (“Master Landlord”), and Sublandlord, as
tenant, dated January 7, 2000, as amended by that certain First
Amendment to Lease dated as of August 9, 2000 (the “First
Amendment”) and as further amended by that certain Second
Amendment to Lease dated October 31, 2002 (the “Second
Amendment”) (such lease, as so amended and as it may be
further amended from time to time, the “Master Lease”),
for certain space located at 1861 International Drive, McLean, VA
22102 (the “Premises”).
B. Subtenant wishes to
sublease a portion of the Premises from Sublandlord.
Now, therefore, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as
follows:
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1.
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Basic
Sublease Information .
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The information set forth in this
Section (the “Basic Sublease Information”) is intended
to supplement and/or summarize the provisions set forth in the
balance of this Sublease. Each reference in this Sublease to any of
the terms set forth below shall mean the respective information set
forth next to such term as amplified, construed or supplemented by
the particular Section(s) of the Sublease pertaining to such
information. In the event of a conflict between the provisions of
this Section and the balance of the Sublease, the balance of the
Sublease shall control.
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Sublandlord :
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MicroStrategy
Incorporated, a Delaware corporation
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Sublandlord’s Address
for Notices
:
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1861 International Drive
McLean, VA 22102
Attn: Director of Administration
with a copy (which shall not constitute notice)
to:
Hogan & Hartson L.L.P.
8300 Greensboro Drive
McLean, VA 22102
Attn: Lee E. Berner, Esq.
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Subtenant :
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Alcantara
LLC
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Subtenant’s Address
for Notices
:
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As from time to
time designated in a written notice by Subtenant to
Sublandlord.
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Subdemised
Premises :
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That portion of
the Premises specifically indicated on Attachment A hereto
representing approximately 150 square feet.
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Building :
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1861
International Drive, McLean, VA 22102.
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Permitted
Use :
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As specified in
Section 1.8 of the Master Lease.
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Commencement
Date :
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The term of the
Sublease shall commence upon February 10, 2005 (the
“Commencement Date”).
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Expiration
Date :
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This Sublease
shall be for an initial term of one (1) year (the “Initial
Term”), which term shall automatically renew at the end of
such term and each succeeding renewal term (as applicable),
provided , however , that (i) either party may
terminate this Sublease by providing written notice setting forth a
termination date to the other party at least seven (7) days prior
to such termination date and (ii) this Sublease shall terminate on
any date on which the Master Lease is terminated or expires or this
Sublease is terminated pursuant to the terms herein (any such
expiration date or termination date, the “Expiration
Date”).
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Subtenant’s Insurance
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Specified and
as required in Article 9 of the Master Lease.
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Security
Deposit :
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None.
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Sublandlord hereby subleases to
Subtenant, and Subtenant hereby subleases from Sublandlord, the
Subdemised Premises upon all of the terms, covenants and conditions
in this Sublease. Sublandlord shall have the right, upon five (5)
days’ notice to Subtenant, and at the expense of Sublandlord,
to relocate the Subdemised Premises to a location elsewhere in the
Premises designated by Sublandlord. Upon such relocation, said
relocated Subdemised Premises shall thereafter be the
“Subdemised Premises” for purposes of this
Sublease.
Subtenant acknowledges that it takes
possession of the Subdemised Premises in its “as is”
condition on the Commencement Date and further acknowledges that
Sublandlord has made no representations or warranties of any kind
or nature, whether express or implied, with respect to the
Subdemised Premises, the remainder of the Premises, the common
areas, or the Building, nor has Sublandlord agreed to undertake or
perform any modifications, alterations, or improvements to the
Subdemised Premises, the remainder of the Premises, the common
areas or the Building which would inure to Subtenant’s
benefit.
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4.1 Term . The term (the
“Term”) of this Sublease shall commence on the
Commencement Date and shall end on the Expiration Date.
4.2 Surrender . Subtenant
shall, on or before the Expiration Date, and/or such earlier
date(s) on which Subtenant ceases to occupy a portion of Subleased
Premises (each a “Surrender Date”) remove all personal
property, furniture, trade fixtures and other equipment from the
Surrendered Space or Subdemised Premises, as applicable, provided
that the removal of the same does not adversely affect the Building
structure or any Building operating system or is not prohibited by
the Master Lease, and that Subtenant promptly repairs any damage to
the Building structure or its operating systems caused by such
removal pursuant to the requirements of the Master Lease. In the
event that Subtenant fails to remove any such items as required by
this Section 4.2 by the Expiration Date or Surrender Date, as
applicable, all such items remaining on the Surrendered Space or
Subdemised Premises, as applicable, after the Expiration Date or
Surrender Date, as applicable, shall be deemed abandoned and
Sublandlord may dispose of such items as it sees fit, without
liability to Subtenant. Subtenant shall also be responsible for the
removal, on or before the Expiration Date or Surrender Date, as
applicable, of all alterations as required under the Master Lease
installed by Subtenant pursuant to this Sublease and shall be
responsible for any associated repair or restoration of the
Surrendered Space or Subdemised Premises, as applicable, required
under the Master Lease. In all other respects, Subtenant shall
deliver the Surrendered Space or Subdemised Premises broom clean,
in its condition as of the Commencement Date, as applicable,
reasonable wear and tear and casualty excepted. In no event shall
Subtenant remove any of the plumbing, electrical, data lines, or
HVAC system(s) except as otherwise required pursuant to this
Section 4.2.
Subtenant shall vacate and deliver
possession of the Surrendered Space or Subdemised Premises, as
applicable, free of all liens, charges or encumbrances resulting
from any act or omission on Subtenant’s part, and free and
clear of any and all violations of any law, rule or regulation of
any federal, state, municipal or other agency or authority by
reason of Subtenant’s actions or failures to fulfill any of
its obligations under this Sublease (“Violations”).
Subtenant shall indemnify Sublandlord against any and all loss,
expense, damage, costs or attorneys’ fees arising out of
Violations occurring any time on or after the Commencement Date.
The voluntary or other surrender of this Sublease by Subtenant, or
a mutual cancellation thereof, shall not automatically terminate
any sub-subleases or sub-subtenancies or other agreements by which
Subtenant has granted rights to third parties to all or any part of
the Subdemised Premises, but shall, at the option of Sublandlord,
either (1) terminate all or any existing sub-subleases or
sub-subtenancies or such other agreements, or (2) operate as an
assignment to Sublandlord of any or all such sub-subleases or
sub-subtenancies or such other agreements.
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5.
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[Intentionally deleted]
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6.
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Use and
Compliance With Laws .
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Subtenant shall use the Subdemised
Premises for the Permitted Use (as specified in the Basic Sublease
Information) during the Term of this Sublease, and for no other use
or uses. Subtenant shall not engage in any activities prohibited by
the Master Lease. Subtenant shall not use or store flammable or
hazardous materials on the Subdemised Premises. Subtenant shall not
perform any act or carry on any practice which may injure the
Subdemised Premises or cause any offensive odors or noises that
constitute a nuisance or menace to any other tenant or tenants of
the Building or the
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Premises or other persons, and in no event shall
any noises or odors be emitted from the Subdemised Premises.
Nothing shall be done upon or about the Subdemised Premises which
shall be unlawful, improper, or contrary to any law, ordinance,
regulation or requirement of any public authority or insurance
inspection or rating bureau or similar organization having
jurisdiction and Subtenant shall be in compliance at all times with
all such laws, ordinances, regulations and requirements. Subtenant
shall observe and comply with, and shall cause its employees,
agents and invitees to observe and comply with the restrictions set
forth in this Sublease. Subtenant agrees to comply with all rules
and regulations that Master Landlord has made or may hereafter from
time to time make for the Building and/or the Premises. Sublandlord
shall not be liable to Subtenant or any party claiming through
Subtenant in any way for damage caused by the failure of any of the
other tenants of the Building to comply with such similar or other
covenants in their leases or of such rules and
regulations.
Sublandlord shall add Subtenant as
an additional insured to the policies of insurance maintained by
Sublandlord pursuant to Section 9.3(a), (c) and (e) of the Master
Lease.
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8.
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Assignment and Subletting
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Subtenant shall not directly or
indirectly, voluntarily or by operation of law, sell, assign,
encumber, pledge or otherwise transfer or hypothecate any of its
interest in or rights with respect to the Subdemised Premises or
Subtenant’s leasehold estate hereunder (collectively,
“Assignment”), or permit all or any portion of the
Subdemised Premises to be occupied by anyone (whether pursuant to a
license, concession or otherwise) other than Subtenant or
Subtenant’s agents and advisors or sublet all or any portion
of the Subdemised Premises, without the prior written consent of
Master Landlord and Sublandlord, which consent of Sublandlord may
be given or withheld in its sole discretion. For purposes of this
Sublease, the direct or indirect transfer of any ownership
interests in Subtenant shall be deemed an Assignment within the
meaning of this Section 8.
Subtenant shall not make or suffer
to be made any alterations, additions or improvements to the
Subdemised Premises, including, without limitation, those related
to electrical cabling and/or systems, plumbing, data cabling, HVAC
systems, or modifications to existing finishes, without the prior
written consent of Master Landlord, as required under the Master
Lease, and of Sublandlord. Additionally, Subtenant shall be subject
to the standards for repairs and alterations set forth in the
Master Lease and any review and approval required under the Master
Lease.
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10.
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Repairs
and Maintenance .
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10.1 Subtenant’s
Responsibility . Subtenant shall be responsible for the
maintenance and repair of the Subdemised Premises in accordance
with the provisions of the Master Lease.
10.2 Sublandlord’s
Responsibility . As between the parties to this Sublease,
Sublandlord shall have no responsibility or liability to the
Subtenant or anyone claiming through Subtenant, for the Subdemised
Premises including, without limitation, the roof, roof covering,
foundation, subfloors, building structural components, major
building systems (plumbing, electrical and heating, air
conditioning