Commission Agreement

Leasing Commission Agreement

Agreement made on the between of referred to herein as Broker, and of referred to herein as Owner, and of referred to herein as Tenant.

Whereas, Owner has legal title to a property located at and more particularly described in Exhibit A attached hereto and made a part hereof; and

Whereas, the said property contains office space described in Exhibit B attached hereto and made a part hereof; and

Whereas, Broker has presented the office space needs of Tenant to Owner and has and will render services in connection with the leasing of office space to the Tenant; and

Whereas, should a Lease be consummated, Owner has agreed to pay Broker a real estate commission in consideration for services rendered and to be rendered in consummating a Lease pursuant to the terms and conditions set forth herein; and

Whereas, Owner understands and agrees that Broker is serving solely as a representative of the interests of Tenant. Likewise, Owner acknowledges that the applicable fee structure(s) defined below, as mutually agreed between Owner, Broker and Tenant, has been considered and included within the Owner’s proposal for lease;

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

I. Agreement to Pay Commission. Owner hereby agrees to pay a real estate commission to Broker in a sum equal to of the total Gross Rentals to be paid to Owner over the term of the Lease (with no offset). Should a lease term be for a period greater than years, Owner will pay only of the total Gross Rentals to be paid to Owner for the period exceeding the month of rental payments. The commission on any expansion shall be equal to of the total additional Gross Rents added to, or above the total rents of the original Lease, if the Broker is involved. The commission on any renewal shall be Total Gross Rentals.

II. Payment of Commission. The commission shall be due and payable to Broker in cash (i) one half (1/2) at the time the Lease is signed and (ii) the balance on the earlier to occur of (a) the first day that Tenant occupies all or any portion of the space covered by the Lease, or (b) commencement of the term under the Lease. If Tenant's space is expanded or if the Lease is renewed, the commission in relation to such renewal or expansion will be due and payable in full at the time a modification or renewal notice covering the expansion or renewal is executed by Owner and Tenant, if Broker is involved.

III. Successors and Assigns. The obligation to pay and the right to receive any of the commissions described above shall inure to the benefit and obligation of the respective heirs, successors and/or assigns of Owner or Broker. In the event of a sale or an assignment of the Property which includes Tenant's demised premises, Owner agrees to secure from the purchaser or assignee a written recordable agreement under which the new owner or assignee assumes payment to Broker all commissions payable hereunder.

IV. Representation of Tenant. Although Owner will pay the commission to Broker, Broker will not be representing Owner in the contemplated lease transaction. Broker will be representing only Tenant in such transaction. Owner acknowledges and agrees that he/she is responsible for any commissions due any other broker with respect to this transaction

V. Owner agrees to disclose to Broker and to Tenant any and all information which Owner has regarding the condition of the property including, but not limited, to structural, mechanical and soil conditions, the presence of and location of asbestos, PCB transformers, other toxic, hazardous or contaminated substances, and underground storage tanks in, on, or about the Property. Broker is authorized to disclose any such information to Tenant.

VI. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

VII. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

VIII. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

IX. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

X. Mandatory Arbitration. Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

XI. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

XII. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

XIII. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

XIV. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

XVI. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

Witness our signatures as of the day and date first above stated.