Space Sharing Agreement - Intelligroup Inc. and SeraNova Inc.
SPACE SHARING AGREEMENT
This Space Sharing Agreement (the "Agreement") is made as of January 1,
2000, by and between Intelligroup, Inc., a New Jersey corporation
("Intelligroup") and SeraNova, Inc., a New Jersey corporation ("SeraNova").
RECITALS
A. Intelligroup is a party to a lease agreement (the "Edison, NJ Lease")
pursuant to which Intelligroup leases certain office space for its corporate
headquarters (the "Premises").
B. Intelligroup is a party to leases and/or subleases (the "Intelligroup
Leases") for other facilities (such facilities, together with the Premises, are
collectively referred to herein as the "Intelligroup Facilities") as listed on
Exhibit A hereto.
C. SeraNova desires to use a portion of the Premises and portions of the
other Intelligroup Facilities and, subject to the terms and provisions herein,
Intelligroup agrees that SeraNova shall be permitted to use a portion of the
Premises and portions of the Intelligroup Facilities.
NOW, THEREFORE, in consideration of the agreements set forth herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:
1. Premises. Intelligroup agrees that SeraNova shall be permitted to use
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a portion of the Premises for the purposes permitted under the Edison, NJ Lease
subject to the terms and conditions set forth in this Agreement. SeraNova's
right to use a portion of the Premises (and its obligation to pay consideration
therefore as required pursuant to Section 3 hereof) shall terminate upon
termination of the lease for the Premises.
2. Intelligroup Facilities. Intelligroup and SeraNova acknowledge that as
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of the date hereof SeraNova is using space at the Intelligroup Facilities.
Intelligroup agrees that SeraNova shall be permitted to continue to use the
portion of the other Intelligroup Facilities described on Exhibit A for the
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purposes permitted under the applicable Intelligroup Leases, subject to the
terms and conditions of this Agreement. SeraNova's right to use any Intelligroup
Facilities (and its obligation to pay consideration therefore as required
pursuant to Section 3 hereof) shall terminate upon termination of the applicable
Intelligroup Leases.
3. Consideration. So long as SeraNova uses the Premises or any
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Intelligroup Facility, SeraNova shall pay to Intelligroup on the first day of
each calendar month the amount shown on Exhibit A with respect to the Premises
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or such Intelligroup Facility as the "Monthly Allocable Rent." The Monthly
Allocable Rent set forth on Exhibit A is based upon the ratio of the number of
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square feet occupied by SeraNova to the total number of square feet of the
Premises or such Intelligroup Facility. In addition to the Monthly Allocable
Rent, SeraNova shall pay to Intelligroup its proportionate share of any
operational costs, common area maintenance charges,
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utilities and similar items not included in the Monthly Allocable Rent
("Additional Rent"). During the term of this Agreement, such Monthly Allocable
Rent shall be adjusted, as to the Premises or any Intelligroup Facility, by the
same percentage as any rent adjustment (including without limitation, for rent
adjustments based on increases in operating expenses, common area maintenance
charges and similar items) provided under the terms of the applicable
Intelligroup Leases and/or Edison, NJ Lease, such increase to be effective on
the date such increase becomes effective under the applicable Intelligroup
Leases and/or Edison, NJ Lease. Payments for any partial calendar month shall be
prorated on a per diem basis.
4. Modification and Termination.
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(a) Modification. If a party desires to increase or decrease the
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portion of the Premises or any Intelligroup Facility used pursuant to this
Agreement, then SeraNova and Intelligroup will negotiate in good faith with
respect to such increase and decrease and the adjustment to the Monthly
Allocable Rent and Additional Rent resulting therefrom. Intelligroup covenants
and agrees to offer to SeraNova the opportunity to use a portion of any new or
expanded facilities leased by Intelligroup.
(b) Term; Termination Rights. This Agreement shall become effective
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on the effective date of that certain Contribution Agreement dated the date
hereof, by and among the parties hereto, and shall terminate as to any of the
Intelligroup Facilities (including the Premises) on the effective date of the
termination contemplated by Section 1 or 2 hereof.
5. Compliance with Leases. Intelligroup has provided to SeraNova a copy
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of the Edison, NJ Lease and each other Intelligroup Leases and SeraNova
acknowledges receipt thereof. Intelligroup and SeraNova hereby agrees not to
take any action or fail to take any action in connection with its use of a
portion of the Premises and the other Intelligroup Facilities a result of which
would be Intelligroup's violation of any of the terms and conditions of the
Edison, NJ Lease or such other Intelligroup Leases, the provisions of which are
hereby incorporated by reference. SeraNova agrees to comply with the terms and
provisions (other than with respect to payment of monies) of the Edison, NJ
Lease and any other Intelligroup Leases with respect to its use of a portion of
the applicable Intelligroup Facilities or Premises, it being understood,
acknowledged and agreed that SeraNova's obligations to make payments on account
of rent, additional rent, or operating expense or common area maintenance
surcharges with respect to any and all Intelligroup Facilities or the Premises
shall be governed the terms of this Agreement. Intelligroup represents and
warrants to SeraNova that Intelligroup shall use its best reasonable efforts to
obtain all landlord consents required to be obtained for Intelligroup to allow
SeraNova to use portions of the Premises and Intelligroup Facilities, as
provided herein, except where the failure to obtain such a consent would not be
material.
6. Modification of Leases. SeraNova acknowledges and agrees that
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Intelligroup has the right to modify or otherwise amend the Edison, NJ Lease and
each other Intelligroup Leases without the consent of SeraNova; provided,
however, that in the event such modification results in an increase in the rent
or other amounts payable thereunder or a decrease or diminution of the services
or space provided therein, SeraNova's rights and obligations with respect to the
Premises
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or such Intelligroup Facility shall nonetheless remain as they were prior to
such modification unless SeraNova consents, in writing, to any such
modifications. Intelligroup will provide SeraNova with prior notice of, and a
copy of, any such amendment.
7. Indemnity.
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(a) By SeraNova. SeraNova will indemnify and hold harmless
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Intelligroup and their respective directors, shareholders, members, managers,
officers, employees and agents (collectively, the "Intelligroup Indemnitees")
from and against all liabilities, obligations, claims, damages, penalties,
causes of action, costs and expenses (including without limitation reasonable
attorneys' fees and expenses) imposed upon or incurred by or asserted against
any one or more of the Intelligroup Indemnitees by reason of (a) any accident,
injury to or death of persons, (b) any failure on the part of SeraNova to
perform or comply with any of the terms of this Agreement, the Edison, NJ Lease
or the Intelligroup Leases, (c) any liabilities, obligations, claims, damages,
penalties, causes of action, costs and expenses (including without limitation
reasonable attorneys' fees and expenses) due to SeraNova's use and occupancy of
the Premises or any Intelligroup Facility or (d) Intelligroup being held in
default under the terms and provisions of the Edison, NJ Lease or the
Intelligroup Leases, in any such case as a result of any act or omission on the
part of SeraNova.
(b) By Intelligroup. Intelligroup will indemnify and hold harmless
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SeraNova and SeraNova's directors, officers, employees and agents (collectively,
the "SeraNova Indemnitees") from and against all liabilities, obligations,
claims, damages, penalties, causes of action, costs and expenses (including
without limitation reasonable attorneys' fees and expenses) imposed upon or
incurred by or asserted against any one or more of the SeraNova Indemnitees by
reason of (a) any accident, injury to or death of persons, (b) any failure on
the part of any of Intelligroup to perform or comply with any of the terms of
this Agreement, the Edison, NJ Lease or any SeraNova leases or (c) SeraNova
being held in default under the terms and provisions of the Edison, NJ Lease or
any SeraNova leases, in any such case as a result of any act or omission on the
part of Intelligroup.
8. Insurance. The parties acknowledge that Intelligroup presently
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maintains and will continue to maintain, pursuant to the terms of that certain
Services Agreement, of even date herewith, entered into by and between
Intelligroup and SeraNova (the "Services Agreement"), insurance coverage with
respect to Intelligroup's respective leasehold interests (and following the
effective date of this Agreement, SeraNova's interests) in any and all of the
Intelligroup Facilities and the contents (whether owned by Intelligroup or
SeraNova) of such Intelligroup Facilities until the earlier to occur of (i) the
termination of this Agreement; or (ii) notification in writing by SeraNova that
such coverage is no longer required. Intelligroup shall continue to maintain in
full force and effect (including, without limitation, the timely payment of
premiums therefor) such insurance coverage in amounts no less than, and for
coverages at least as comprehensive as, those maintained as of the date hereof.
Notwithstanding the foregoing, SeraNova shall reimburse Intelligroup with
respect to SeraNova's allocable share of the premiums for such insurance
coverage in accordance with the terms of the Services Agreement. In the event
that Intelligroup, using reasonable efforts, is unable to provide such insurance
coverage for SeraNova, as an
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additional insured or otherwise, through the insurance policies that
Intelligroup presently maintains, then SeraNova shall immediately obtain its own
insurance coverage in amounts no less than, and coverages at least as
comprehensive as, those maintained by Intelligroup as of the date hereof.
9. Notices. All notices given in connection with this Agreement shall be
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in writing. Service of such notices shall be deemed complete (i) if hand
delivered, on the date of delivery, (ii) if by mail, on the fourth business day
following the day of deposit in the United States mail, by certified or
registered mail, first-class postage prepaid, (iii) if sent by FedEx or
equivalent courier service, on the next business day, or (iv) if by telecopier,
upon receipt by the sender of written confirmation of successful transmission.
Such notices shall be addressed to the parties at the following addresses or at
such other address for a party as shall be specified by like notice (except that
notices of change of address shall be effective upon receipt):
If to Intelligroup:
499 Thornall Street
Edison, New Jersey 08837
Attention: Ashok Pandey, Co-Chief Executive Officer
Telecopy: (732) 362-2100
If to SeraNova:
c/o Intelligroup
499 Thornall Street
Edison, New Jersey 08837
Attention: Rajkumar Koneru, President and Chairman
Telecopy: (732) 362-2100
10. Governing Law. This Agreement shall be governed by, and be construed
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in accordance with, the substantive laws of the State of New Jersey.
11. Amendment. This Agreement may be amended or supplemented at any time
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provided that any such amendment or supplement shall be made in writing and
signed by each of the parties hereto.
12. Assignment. This Agreement shall be binding upon, and shall inure to
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the benefit of, the parties hereto and their respective successors and permitted
assigns. This Agreement and the rights, duties, obligations and privileges
hereunder may not be assigned by either party without the prior written consent
of the other party.
13. Entire Agreement. This Agreement constitutes the entire agreement
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between parties relating to the subject matter hereof.
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14. Counterparts. This Agreement may be executed in any number of
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counterparts, each of which shall be deemed to be an original but all which
together will constitute but one agreement.
15. Section Headings. The section headings contained herein are for
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convenience only and shall not affect in any way the interpretation of any of
the provisions contained herein.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Space Sharing
Agreement as of the date first above written.
INTELLIGROUP, INC.
By: /s/ Ashok Pandey
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Ashok Pandey
Co-Chief Executive Officer
SERANOVA, INC.
By: /s/ Raj Koneru
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Rajkumar Koneru
President and Chairman
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EXHIBIT A
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PERCENTAGE OF PREMISES
LOCATION AND/OR BRANCH ALLOCATED TO SERANOVA
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499 Thornall Street 33.65%
Edison, New Jersey
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10210 North 25th Avenue 100.0%
Phoenix, Arizona
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9013 North 25th Avenue 100.0%
Suite 6
Phoenix, Arizona
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9014 North 23rd Avenue 100.0%
Suite 1
Phoenix, Arizona
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950 Tower Lane 70.0%
Suite 300
Foster City, California
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9399 West Higgins Building 50.0%
Suite 810, 8th Floor
Rosemont, Illinois
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691 North Squirrel Road 100.0%
Suite 175
Auburn Hills, Michigan
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