Syniverse FRI

13. Miscellaneous. This agreement shall be governed by the laws of the State of Florida, without giving effect to principles of conflicts of law. This agreement constitutes the entire agreement between the parties regarding the subject matter herein, and no amendments, changes or modifications may be made to this agreement without the express written consent of each of the parties. If any term or provision of this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions of the Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. No failure or delay by a party in exercising any right hereunder or any partial exercise thereof shall operate as a waiver thereof or prohibit any other or further exercise of any right hereunder. This agreement shall benefit and be binding upon the parties and their respective successors and assigns. This agreement may be executed and delivered (including by facsimile, “pdf” or other electronic transmission) in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. [INSERT NAME OF SUBLANDLORD] By: Name: [CUSHMAN &WAKEFIELD OF FLORIDA, LLC OR CUSHMAN & WAKEFIELD U.S.] By: Name: Schedule of Commissions for Sublease Sublease Rates: [_____] percent ( %) of the aggregate rental for the entire sublease term; provided, however, if an outside broker procures the subtenant, Sublandlord shall pay C&W one and one-half (1 ½) times the commission computed and payable above, out of which C&W will pay to such other broker one full commission and retain the balance as C&W’s compensation. Renewals; Extensions; Expansions: If, at any time: (i) the term of a sublease is renewed or extended whether pursuant to any option(s) or right(s) contained in the sublease or not; or (ii) a subtenant subleases other or additional space from the Sublandlord whether pursuant to any option(s) or right(s) contained in the sublease or not; then, and in any such event, the Sublandlord shall pay to C&W additional commission(s) based on the aggregate gross rental for the renewal or extension term(s) or for such other or additional space(s) and computed at the above rates. Any such additional commissions shall be paid at the time of full execution of the renewal or extension lease agreement or lease amendment by the Sublandlord and the subtenant, or the commencement of the term of the lease of other or additional space Commissions shall be computed in accordance with the above rates based upon the aggregate gross rental set forth in the sublease, including rental attributable to rent increases (but not tax or operating expense escalations) and to additional space required to be subleased by subtenant pursuant to the sublease. If a rental concession is granted in lieu of the Sublandlord performing construction or alteration work and with respect to any other allowances or concessions granted to a subtenant, whether in the form of a credit against rent, construction, decoration or otherwise, there shall be no deduction from the aggregate gross rental set forth in the sublease. If in conjunction with the sublease any fixtures, furniture, equipment or other personal property is transferred from the Sublandlord to the subtenant, then Sublandlord shall pay to C&W a commission equal to [ ] percent ( %) of any consideration payable to Sublandlord for such fixtures, furniture, equipment or other personal property. [Delete this clause if inapplicable] Net Subleases: Commissions shall be computed in accordance with the above rate(s) based upon: (i) the aggregate base rental set forth in the sublease including rental attributable to fixed rent increases and to additional space required to be leased by a subtenant pursuant to the Sublease; plus (ii) such subtenant’s pro rata share of property taxes, utilities, costs of maintaining or operating the Premises, insurance and/or Sublandlord’s mortgage interest (collectively, the “Triple Net Items”), which Triple Net Items shall be considered as rent on which C&W’s commission is payable. In making the computation, the amounts of such Triple Net Items for the current year, if fixed, shall be used; if not fixed, the amounts of such Triple Net Items for the previous year shall be used, however, where new construction is involved that portion of the commission applicable thereto shall be computed and paid on the basis of the final tax assessment, actual utility costs, actual operating and maintenance costs, actual insurance costs, and actual mortgage interest on the new building after its completion. It is understood that the amount of such Triple Net Items for the first year of the sublease term shall be deemed to be the amount for all subsequent years of the sublease term for the purposes of computing the commission and no subsequent increases shall be subject to commission. If a rental concession is made by Sublandlord allowing such subtenant not to pay rent for any period during the sublease term, the commission shall be calculated on the average annual rental for the entire term with the first year being deemed to commence on the first day of the sublease term whether or not rent is payable. The average annual rental will be calculated by taking the aggregate net rental for the entire sublease term, subtracting rent abatement and dividing by the total number of years in the sublease term. Except for rent abatement, there shall be no other offsets against aggregate net rental for purposes of calculating the commission. If rental concessions are granted in lieu of Sublandlord performing building standard construction or alteration work, there shall be no deduction from the aggregate net rental set forth in the sublease. Assignment, Surrender, Cancellation or Sale of Lease Transaction: The commission shall be computed in accordance with the above rates based upon the aggregate rental for the remaining unexpired term of the tenant’s lease for the Premises, plus [ ] percent ( %) of any other consideration (including consideration payable to the tenant for the transfer of any fixtures, furniture, equipment or other personal property) payable to the tenant in connection with the assignment, surrender, cancellation or sale of lease transaction. If a rental concession is made by Sublandlord allowing a subtenant not to pay rent for the initial months of the sublease term, then the commission shall be calculated on the entire term with the first year being deemed to commence on the first day of the sublease term whether or not rent is payable. Time of Payment: Commissions on subleases shall be earned and due in full, paid as follows: 50% upon sublease execution and 50% upon sublease commencement. In the case of an assignment, buyout, cancellation or termination of lease, the commission shall be paid in full on the execution of the assignment, buyout or cancellation document. Cancellation Clauses: Where the Sublandlord and/or the subtenant has the right to cancel a sublease at a time subsequent to the execution and delivery of the sublease, C&W shall be paid a commission for the entire sublease term as through such right to cancel did not exist. Broker Regulatory or Statutory Provisions: It is unlawful for either Sublandlord or C&W to discriminate against any persons because of their race, color, religion, national origin, sex, handicap or family status. Computation of Commissions: Sublease Transaction: [Delete this clause if inapplicable] Gross Subleases Title: Date: Title: Date:

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