SUBLEASE

EX-10.5 6 gplh_ex105.htm SUBLEASE ex-10.5

SUBLEASE

THIS SUBLEASE, dated as of the ________ day of September, 2013, by and between Be The Change, Inc., a Massachusetts corporation ("the "Sublandlord") and Game Plan Holdings LLC a ______________ limited liability company (the "Subtenant").

WITNESSETH:

WHEREAS, the Sublandlord entered into that certain Office Lease Agreement dated as of February 13,2012, with 112 LLC (the "Landlord") (the "Master Lease"); and

WHEREAS, pursuant to the Master Lease, Landlord leased to the Sub landlord certain premises comprised of approximately 2,438 rentable square feet on the fifth (5th) floor of the building located at and known as 112 Water Street, Boston, Massachusetts, (the "Building"), as more particularly described in the Master Lease; and

WHEREAS, Sub landlord is currently the tenant under the Master Lease; and

WHEREAS, a copy of the Master Lease is attached hereto as Exhibit B; and

WHEREAS, Subtenant desires to sublease from Sublandlord all of Sublandlord's premises consisting of approximately 2,438 rentable square feet being on the fifth (5th) floor of the Building as outlined on the floor plan attached hereto as Exhibit A (the "Subleased Premises"), and Sublandlord has agreed to sublease the Subleased Premises to Subtenant upon the terms and conditions set forth herein; and

WHEREAS, Sublandlord and Subtenant acknowledge and agree that the execution of this

Sublease is subject to Landlord's consent thereto.

NOW, THEREFORE, in consideration for Subleased Premises, the above recitals and the covenants herein contained, the parties hereto agree as follows:

1. Term.

A. Subject to the full execution of this Sublease by Sublandlord and Subtenant and Landlord's consent thereto, Sublandlord leases to Subtenant and Subtenant hires from Sublandlord the Subleased Premises for a term of three (3) years and seven and one-half (7 ½) months (hereafter, the "Term") commencing on September 15, 2013 (hereafter, the "Commencement Date"), and expiring on August 30, 2017 (hereafter, the "Expiration Date").

B. Notwithstanding the foregoing, if the term of the Master Lease is terminated for any reason prior to the Expiration Date, this Sublease shall thereupon be automatically terminated without any liability of Sublandlord to Subtenant by reason of such early termination. Except as otherwise expressly provided in this Sublease with respect to those obligations of Subtenant and Sublandlord which by their nature or under the circumstances can only be, or under the provisions of this Sublease may be, performed after the termination of this Sublease, the Term and estate granted hereby shall end at

noon on the date of termination of this Sublease as if such date were the Expiration Date, and neither party shall have any further obligation or liability to the other after such termination. Notwithstanding the foregoing, any liability of Subtenant to make any payment under this Sublease, whether of "Base Rent," "Additional Rent" (as said terms are hereinafter defined) or otherwise, which shall have accrued prior to the expiration or sooner termination of this Sublease, shall survive the expiration or sooner termination of this Sublease.

C. Subtenant waives the right to recover any damages which may result from Sublandlord's failure to deliver possession of the Subleased Premises or any portion thereof on the Commencement Date. If Sublandlord shall be unable to deliver possession of the Subleased Premises on the Commencement Date, and provided Subtenant is not responsible for such inability to deliver possession, the Base Rent, as hereinafter defined, reserved and guaranteed to be paid shall not commence until the date upon which Sublandlord delivers possession of the Premises to Subtenant. No failure to deliver possession on the Commencement Date shall in any way affect the validity of this Sublease or the obligations of Subtenant hereunder or give rise to any claim for damages by Subtenant or claim for rescission of this Sublease, nor shall the same in any way be construed to extend the Term._Notwithstanding anything to the contrary contained in this Section I (C) or elsewhere in this Sublease, Sublandlord shall deliver the Subleased Premises to Subtenant on the Commencement Date at 8:00 a.m. as expressly provided in Section VII below.

II. Provisions Constituting Sublease.

This Sublease is subject and subordinate to the Master Lease, any and all subsequent amendments or supplemental agreements thereto and any and all matters to which the tenancy of Sublandlord, as Tenant under the Master Lease, is or may' be subordinate, and Subtenant shall in no case have any rights under this Sublease that exceed Sublandlord's rights as Tenant under the Master Lease.

Except as may be inconsistent with the terms of this Sublease, all of the terms, covenants and conditions of the Master Lease are incorporated herein by reference as if fully set forth herein, and such terms, covenants and conditions shall be applicable to this Sublease with the same force and effect as if Sublandlord were Landlord under the Master Lease and Subtenant were Tenant thereunder, and in case of any default under any of the terms of the Master Lease or of this Sublease by Subtenant, Sublandlord shall have all of the rights against Subtenant as would be available to Landlord against Tenant under the Master Lease. Subtenant shall neither do nor permit to be done anything which would constitute a default under the Master Lease or cause the Master Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Landlord thereunder.

C. Subtenant agrees that it shall cause all employees, agents, contractors, invitees and licensees of Subtenant to abide by all rules and regulations of the Landlord applicable to the Building and/or the Subleased Premises.

D. Subtenant acknowledges that in the event of a termination of the Master Lease for any reason, including but not limited to an agreement between Sub landlord and Landlord terminating the Master Lease, or re-entry or dispossession by Landlord under the Master Lease, Landlord may, at its option, take over all of the right, title and interest of Sublandlord hereunder upon the terms and conditions of this Sublease, including all applicable terms and conditions of the Master Lease as incorporated herein, and Subtenant agrees that it shall, at Landlord's option, attorn to Landlord as though Landlord were Sublandlord under this Sublease. Sub landlord shall use reasonable efforts to obtain a Recognition Agreement from Landlord.

E. Subtenant shall observe and perform for the benefit of Landlord and Sublandlord each and every term, covenant, condition and agreement of the Master Lease which Sublandlord is required to observe or perform with respect to the Subleased Premises as Tenant under the Master Lease, except for the covenants of Sub landlord to pay "Base Rent" (as said term is defined in the Master Lease) to Landlord as required pursuant to the Master Lease. In the event that any provisions of the Master Lease could be construed as granting Subtenant more rights than those granted pursuant to this Sublease, then Subtenant's rights shall be limited to those set forth in this Sublease.

F. The consent of Landlord shall be required in connection with any act which requires the consent of Landlord pursuant to the terms of the Master Lease, notwithstanding that a particular provision herein may not require Sublandlord's consent or states that only Sublandlord's consent is required.

III. Rent.

A. Base Rent. Subtenant shall pay annual rent (hereinafter, the "Base Rent") to

Sublandlord as follows:

Commencing on the Commencement Date and on the first (1st) day of each calendar month thereafter, through and including the Expiration Date, Base Rent shall be

_{payable as follows:}


			Per Square
Lease Year	Annual Rent	Monthly Rent	Foot Rent

Months 1-12	^$65,826.00	^$5,485.50	^$27.00

Months 13-24	^$65,826.00	^$5,485.50	^$27.00

Months 25-36	$65,826.00	^$5,485.50	$27.00

Months 37-43'l2	^$41,141.25*	^$5,485.50	^$27.00

* Seven and one-half (7 ½ months)

Base Rent payable for any period of less than one calendar month shall be prorated based on the number of days during such partial month included in the Term out of a thirty-day calendar month.

B. Additional Rent. Subtenant shall pay to Sublandlord "Additional Rent" (as said term is hereinafter defined) for the same periods and in the same manner as Base Rent. Additional Rent shall be defined for the purpose of this Sublease as Subtenant's pro rata share, which is calculated as of the date hereof, as 11.5% of (i) any increase in Operating Expenses, as defined in the Master Lease, in any calendar year during the Term over Operating Expenses for the Base Year, which shall be Calendar Year 2013 and (ii) any increase in Taxes in any fiscal year (July 1 - June 30) during the Term over Taxes for the Base Year, which shall be Fiscal Year 2013. The Additional Rent for each calendar year after the Base Year shall be paid in monthly installments during such calendar year in an amount reasonably estimated by Sublandlord and communicated by written notice to Subtenant. Following the close of each calendar year, Sublandlord shall compute the amount of the Additional Rent due hereunder based on the actual Operating Expenses payable to Landlord by Sublandlord for that year, and shall deliver a statement thereof to Subtenant. Subtenant shall pay to Sub landlord any deficiency shown by such statement within thirty (30) days after receipt of Sublandlord's statement. If the installments paid by Subtenant exceed the amount due, Sublandlord shall credit the excess against payments next due to Sublandlord from Subtenant hereunder (provided, however, that if the Sublease has expired and no further payments are due Sublandlord, then Sublandlord shall promptly remit such excess to Subtenant). Delay in computation of Additional Rent shall not be deemed a default hereunder or a waiver of Sublandlord's right to collect Additional Rent.

C. Rent. Base Rent, Additional Rent and all other amounts payable by Subtenant to Sublandlord under the provisions of this Sublease (collectively, "Rent") shall be paid promptly when due, without notice or demand therefor, and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. All Rent shall be paid to Sub landlord in lawful money of the United States at ________________________________________________________________________or tosuch other address as Sublandlord may from time to time designate by notice toSubtenant. In the event any Rent is not received by Sublandlord within five (5) days of the due date, Sublandlord shall be entitled to a late charge equal to five percent (5%) of the amount due, which shall be payable on demand.

IV. Subtenant's Representations. Warranties and Covenants. Subtenant represents, warrants and covenants as follows:

A. Subtenant shall consent in writing to any modifications, amendments, changes and extensions to the Master Lease made after the date of this Sublease by Sublandlord and Landlord.

B. Simultaneously with Subtenant's execution and delivery of this Sublease toSublandlord, Subtenant shall deposit $16,456.50 with Sublandlord as a security deposit

V. Indemnity and Waiver of Claims. Subtenant shall indemnify, defend, with counsel reasonably acceptable to Sublandlord, and hold Sublandlord harmless from and against all losses, costs, damages, expenses and liabilities including, without limitation, reasonable attorneys' fees, which Sub landlord may incur or payout by reason of this Sublease or the use and occupancy by Subtenant of the Subleased Premises, including, without limitation: (a) any accidents, damages or injuries to persons or property occurring in, on or about the Subleased Premises; (b) any breach or default of the terms of this Sublease or the Master Lease by Subtenant, its officers, employees, agents, contractors, invitees or licensees, or any person claiming through or under Subtenant; (c) any work done by Subtenant in or to the Subleased Premises; (d) any negligent or willfully wrongful acts or omissions by Subtenant or its officers, employees, agents, contractors, invitees or licensees, or any person claiming through or under Subtenant; (e) all loss or damage resulting from by anything occurring in the Subleased Premises; or (f) all loss or damage wherever occurring resulting from the negligence or willful misconduct of Subtenant or its agents, employees, contactors and invitees. Subtenant hereby waives any claims against Sublandlord for injury or damage to persons or property arising out of Subtenant's use or activities, or the use or activities of Subtenant's officers, directors, employees, agents, contractors, invitees or licensees, within the Subleased Premises or portions of the Building, except to the extent caused by the gross negligence or willful misconduct of Sublandlord. This waiver of claims and all indemnities given by Subtenant in this Sublease shall survive the expiration or earlier termination of this Sublease.

VI. Use. Subtenant shall use the Subleased Premises for first class office purposes, and for no other purposes without the express written consent of Sublandlord and Landlord, which may be withheld in the sole and absolute discretion of either party.

VII. Condition of Subleased Premises. Provided that Sublandlord and Subtenant have executed and delivered this Sublease and Landlord has executed and delivered the Landlord's Consent hereto and further provided that no emergency, accident or Force Majeure event has occurred, commencing on the Commencement Date, Subtenant hereby agrees that the Subleased Premises shall be subleased "AS IS" and with all faults and without any representations or warranties (express, implied or otherwise), and Subtenant shall take possession of the Subleased Premises on the Commencement Date at 8:00 a.m. and Sublandlord shall have no obligations to make any alterations, improvements, or repairs to the Subleased Premises. Subject to the terms, provisions, agreements, covenants and conditions contained in the Master Lease and, further, subject to the prior written approval of Landlord, Subtenant, at its sole risk, cost and expense, shall have the right to make improvements to the Subleased Premises provided that any such improvements are constructed in a good and workmanlike manner and in compliance with any applicable laws, rules, regulations, codes and ordinances.

VIII. Notices. All notices, consents, approvals, demands and requests (collectively "Notices") which are required or desired to be given by either party to the other hereunder shall be in writing and shall be sent by overnight mail by a reputable courier or by hand delivery. All notices hereunder shall be effective upon delivery to the receiving party in accordance herewith. All Notices to Subtenant shall be addressed to Subtenant at the Subleased Premises or at such other address as Subtenant may from time to time designate by notifying Sublandlord in accordance herewith. All Notices to Sub landlord shall be addressed to Sublandlord as follows:

Be The Change, Inc.

1050 Connecticut Ave NW, Suite 1000

Washington, DC 20036

^Attention:

with a required copy at the same time to:

Peter F. Shea, LLC

2300 Crown Colony Drive

Suite 203

Quincy, MA 02169

Attention: Peter F. Shea, Esq.

or at such other addresses as Sublandlord may from time to time designate by notifying

Subtenant in accordance herewith.

All Notices to Subtenant shall be addressed to Subtenant as follows:

Game Plan Holdings LLC

Attention: ________________

With a required copy at the same time to:

________________________________

Or at such other addresses as Subtenant may from time to time designate by notifying Sublandlord in accordance herewith.

IX.

Assignment and Subletting. Subtenant shall not sublease or assign all or any part of the Subleased Premises except in accordance with the Master Lease and unless:

Subtenant obtains the prior written consent of Sublandlord, which may be withheld in Sublandlor’s sole and absolute discretion, and of Landlord pursuant to the Master Lease. In no event shall Subtenant have the right to sublet or transfer less than all of the Subleased Premises;

In the case of an assignment, the assignee shall have assumed in writing, directly for the benefit of Sublandlord, all of the obligations of Subtenant hereunder, and Sublandlord shall have been furnished with a copy of the agreement of assignment and assumption to be utilized in connection therewith, in form and substance reasonably satisfactory to Sublandlord, at least thirty (30) days prior to the commencement date thereof, along with a fully-executed duplicate original of said agreement, which shall contain substantially similar terms to the agreement previously provided to Sublandlord, at least ten (10) days prior to the commencement date thereof; and

assumption to be utilized in connection therewith, in form and substance reasonably satisfactory to Sublandlord, at least thirty (30) days prior to the commencement date thereof, along with a fully-executed duplicate original of said agreement, which shall contain substantially similar terms to the agreement previously provided to Sublandlord, at least ten (10) days prior to the commencement date thereof; and

C. In the case of a sublease, Sublandlord shall have been furnished with a copy of the sublease to be utilized in connection therewith at least thirty (30) days prior to the commencement of the term of such sublease, along with a fully-executed duplicate original of the sublease, which shall contain substantially similar terms to the sublease previously provided to Sublandlord, at least ten (10) days prior to the commencement of the term of such sublease, which sublease shall be in form and substance reasonably satisfactory to Sub landlord, and shall be subject and subordinate to all of the terms, covenants and conditions of this Sublease and the Master Lease and shall prohibit the right of the subtenant thereunder to assign such sublease or further sublet its subleased premises.

D. Subtenant shall pay on demand the actual costs and expenses reasonably incurred by Sub landlord and Landlord, including, without limitation, reasonable architects,' engineers' and attorneys' fees in connection with any such assignment or sublease and the reasonable costs of any review and/or preparation of documents in connection therewith. In addition, Subtenant shall be responsible and shall indemnify and hold Sublandlord harmless for any brokers' commission or other compensation owed or

claimed to be owed in connection with any sublease or assignment made by Subtenant. Any consideration received by Subtenant which is in excess of the Base Rent and Additional Rent payable to Sublandlord hereunder shall be paid to Sublandlord.

Notwithstanding the foregoing, the terms of this provision shall apply to each sublease or assignment by Subtenant, and consent to anyone sublease or assignment by Sublandlord shall not constitute consent to any future subleases or assignments. Any sublease or assignment made in violation of this provision shall be null and void at the election of Sublandlord. If this Sublease is assigned or subleased by Subtenant or the Subleased Premises are occupied by any party other than Subtenant, Sublandlord may, if an Event of Default, as hereinafter defmed, has occurred, collect rent from any such assignees, subtenants or occupants, and pay the net amount collected to the Rent due hereunder. However, no such assignment, subletting, occupancy or collection shall be deemed a (i) waiver of Subtenant's obligations pursuant to this provision; (ii) the acceptance by Sub landlord of the assignee, subtenant or occupant as a subtenant or assignee hereunder; or (iii) a release of Subtenant from the further performance of any of the terms, covenants and conditions of this Sublease.

X. Insurance. Throughout the term of this Sublease, Subtenant shall obtain and maintain, at its expense, the following insurance policies: (a) fire insurance, including extended coverage, vandalism, malicious mischief, sprinkler leakage and water damage coverage and demolition and debris removal, insuring the full replacement cost of all improvements, alterations or additions to the Subleased Premises, and all other property owned or used by Subtenant and located in the Subleased Premises; (b) commercial general liability insurance, contractual liability insurance and property damage insurance with respect to the Building and the Subleased Premises, with

reasonable limits to be set by Sublandlord and approved by Landlord from time to time but in any event not less than $3,000,000.00, combined single limit for personal injury, sickness or death or for damage to or destruction of property for anyone occurrence; and (c) insurance against such other risks and in such other amounts as Sublandlord may from time to time reasonably require, or as may be required by Landlord. The form of all such policies hereunder shall be subject to Sublandlord's and Landlord's approval. All such policies shall be issued by insurers acceptable to Sublandlord and Landlord and licensed to do business in the Commonwealth of Massachusetts and shall contain a waiver of any rights of subrogation thereunder. In addition, the policies shall name Sublandlord, Landlord and any other parties designated by Sublandlord or Landlord as additional insureds, shall require at least thirty days prior written notice to Sublandlord and to Landlord of termination or modification, and shall be primary and not contributory. Subtenant shall, at least ten days prior to the Commencement Date, and within ten days prior to the expiration of each such policy, deliver to Sublandlord and to Landlord certificates evidencing the foregoing insurance or renewal thereof, as the case may be. All provisions of this Sublease to the contrary notwithstanding, Subtenant hereby releases Sublandlord from liability for damage or destruction to the Subleased Premises and contents and improvements therein, to the extent that such damage or destruction is insurable under "All Risk" policies of fire insurance with extended coverage (whether or not such coverage is in effect).

XI. Alterations. Subtenant shall not make or cause, suffer or permit the making of any alteration, addition, change, replacement, installation or addition (collectively "Alterations") in or to the Subleased Premises unless it obtains the prior written consent of Sublandlord in each instance, provides Sublandlord with copies of all applicable plans and specifications and otherwise complies with the requirements under the Master Lease. Sublandlord shall have no obligations whatsoever to make any repairs or Alterations to the Subleased Premises, any systems serving the Subleased Premises or to any equipment, fixtures or furnishings in the Subleased Premises, or to restore the Subleased Premises in the event of a fire or other casualty therein. Nor shall Sublandlord be obligated to perform any obligations of Landlord under the Master Lease.

XII. Events of Default. Each of the following shall be an "Event of Default":

A. Subtenant's failure to pay when due any Rent or payment required to be made by

Subtenant as described in this Sublease.

B. Subtenant's failure to keep or perform anyone or more of the terms or conditions, covenants or agreements of this Sublease, or of the Master Lease which are applicable to the Sublease or the Subleased Premises, which failure continues for five (5) days or more after written notice from Sublandlord (unless such failure requires work to be performed, acts to be done or conditions to be removed, which by their nature cannot reasonably be performed, done or removed, as the case may be, within such five (5) day period, in which case no Event of Default shall be deemed to have occurred so long as Subtenant shall have commenced curing the same within said five (5) day period and shall diligently and continuously prosecute the same to completion and shall further provide Sublandlord with bi-weekly written reports of the status of such cure).

C. The vacation or abandonment of the Subleased Premises by Subtenant.

D. The appointment of a receiver to take possession of all or substantially all of the assets of Subtenant for the benefit of creditors, or any action taken or suffered by Subtenant under any section or chapter of the Bankruptcy Code of the United States, as amended, or under any similar law or statute of the United States or any state thereof, unless in the case of a petition filed against Subtenant, the same is dismissed within 60 days.

E. If an Event of Default shall occur, in addition to all other remedies under the Master Lease, Sub landlord shall have the right and option, in its sale and absolute discretion, to elect to cure any Event of Default by Subtenant, and to add all costs incurred in effectuating such cure, including reasonable attorneys' fees, to the Rent due hereunder. Such election shall be made by the act of curing such Event of Default, and Sublandlord shall not be required to provide written notice thereof to Subtenant. If Sub landlord does not elect to cure an Event of Default as set forth herein, Sublandlord may terminate this Sublease upon written notice to Subtenant.

XIII.

Reservations of Rights by Sublandlord. This Sublease shall not convey all of Sublandlord's right, title and interest in and under the Master Lease, but shall convey only the Subleased Premises as described herein on the terms and conditions of this Sublease, and Sublandlord reserves all other rights in, to and under the Master Lease unto itself.

XIV. Services and Utilities. Subtenant acknowledges that all services and utilities to be provided to Subtenant hereunder are to be provided by the utility provider. Sublandlord shall not be liable for any failure or delay on the part of Landlord in performing any or all of its obligations under the Master Lease unless such failure or delay is caused by the negligence or willful misconduct of Sub landlord, and under no circumstances shall Subtenant have any right to require or obtain the performance by Sublandlord of any obligations of Landlord under the Master Lease or otherwise. Subtenant's obligations under this Sublease shall not be impaired, nor shall the performance thereofbe excused, nor shall Subtenant be entitled to any abatement of Rent, because of any failure or delay on the part of Landlord in performing its obligations under the Master Lease.

XV.

Waiver of Condemnation Award. Subtenant hereby waives any right to the proceeds of any award to which Sub landlord would be entitled pursuant to the Master Lease for any condemnation or taking (or purchase in lieu thereof) of the Subleased Premises.

XVI. Broker's Fees. Subtenant represents and warrants that no broker, agent or other person has been instrumental or involved in bringing about this transaction except for Brown & Wagner, LLC and Newmark Grubb Knight Frank (collectively called the "Broker"). Subtenant agrees to indemnify and hold Sublandlord harmless from and against any claims by any such broker, agent or other person claiming a commission or other form of compensation by virtue of having dealt with Subtenant with regard to this transaction, other than the Broker. Sublandlord shall pay the Broker pursuant to a separate agreement.

XVII. Release of Sublandlord. The term "Sublandlord" as used in this Sublease shall be limited to mean and include only the owner or owners at the time in question of the Tenant's interest under the Master Lease, and in the event of any transfer or transfers of the Tenant's interest in

the Master Lease, Sublandlord herein named (and in case of any subsequent transfer or conveyance, the then transferor of the Tenant's interest in the Master Lease) shall be automatically freed and relieved from and after the date of such transfer of all liability with respect to the performance of any covenants or obligations on the part of Sublandlord contained in this Sublease thereafter to be performed.

XVIII. Surrender of Subleased Premises. Subtenant shall, upon the termination of this Sublease and in accordance with all of the terms of this Sublease and the Master Lease, vacate and surrender the Subleased Premises to Sublandlord, together with all Alterations, in the same condition and repair as of the date the Subleased Premises were delivered to Subtenant, reasonable wear and tear excepted and loss by fire or other casualty excepted. Subtenant acknowledges that Subtenant shall be solely responsible for any and all restoration obligations with respect to the Subleased Premises imposed upon Sublandlord as Tenant under the Master Lease, except to the extent such restoration obligationsarise as a result of the acts or omissions of Sublandlord. Subtenant's obligation to observe or perform this covenant shall survive the expiration or earlier termination of this Sublease.

XIX. Estoppel Certificates. At any time and from time to time within ten (l0) days after a written request from Sublandlord, Subtenant shall execute, acknowledge and deliver to Sublandlorda written statement certifying: (a) that this Subleasehas not been modified and is in full force and effect or, if there has been a modificationof this Sublease,that this Subleaseis in full force and effect as modified, and stating such modification; (b) the dates to which the Base Rent, Additional Rent and other charges hereunder have been paid; (c) that to the best of Subtenant's knowledge, no defaults exist under this Sublease or, if any defaults do exist, specifying the nature of each such default; and (d) such other matters pertaining to the terms of this Subleaseas Sublandlordmay reasonablyrequest.

XX. Holdover. Subtenant shall surrender the Subleased Premises to Sublanlord on the date and in the condition required by this Sublease. In the event that Subtenant holds over in violation of the terms of this Sublease, Subtenant shall be deemed a tenant at sufferance, and shall pay to Sublandlorda daily rental equal to 200% of the daily Rent due hereunder during the last month of the Term, payable in accordance with the terms of this Sublease, and Subtenant shall be liable to Sublandlord for any damages incurred by Sublandlord in connection therewith, including but not limited to any consequential damages incurred by Landlord and charged to Sublandlord, reasonable attorneys' fees and the costs associated with recovering possession of the Subleased Premises. Nothing herein shall be deemed to create a month-to-month tenancy in the event that Subtenant holds over without the express written consent of Sublandlord. Subtenant's obligations pursuant to this provision shall survive the expiration or earlier termination of this Sublease.

XXI. Relocation. Sublandlord shall have the right to relocate Subtenant into substantially similar space in the Building upon thirty (30) days prior written notice. All terms and conditions hereof shall remain unchanged, except that the monthly installments of Base Rent shall be recalculated to reflect any increase or decrease in the rentable square footage of the Subleased Premises.

XXII. Governing Law. This Sublease shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts

XXIII. Severability. If the application of any provision of this Sublease, or any paragraph, sentence, clause, phrase or word in any circumstance is held invalid, the validity of the remainder of this Sublease shall not be affected thereby, and the remainder shall be construed as if such invalid part were never included in the Sublease.

XXIV. Landlord's Consent. This Sublease and each party's obligations hereunder are conditioned and contingent upon the granting of consent of Landlord hereto pursuant to the Master Lease, which consent shall be evidenced by the Landlord's execution of the Landlord's consent below, without the requirement of any payment by Sublandlord to Landlord in connection therewith, whether for expenses or otherwise. If Landlord's consent is not obtained within thirty (30) days after execution by Sublandlord and Subtenant, this Sublease shall be

voidable at the option of Sublandlord.

XXV. No Offer by Sublandlord. The submission of this Sublease by Sublandlord to Subtenant shall have no binding force and effect, shall not constitute an option for the subleasing of the Subleased Premises, and shall not confer any rights or impose any obligation upon either party. The execution of this Sublease and its delivery by Subtenant to Sublandlord shall similarly have no binding force and effect unless and until Sub landlord and Subtenant shall have each executed this Sublease and a counterpart thereof shall have been delivered to Subtenant.

XXVI. Additional Services or Materials. If, during the term of this Sublease, Subtenant shall request from Landlord and Landlord shall agree to supply, any additional services or materials with respect to the Subleased Premises, Subtenant shall be liable for all bills rendered by Landlord for charges incurred or imposed upon Subtenant for such services and/or materials.

XXVII. Security Deposit. Concurrently with the execution and delivery of this Sublease, Subtenant shall deposit Sixteen Thousand Four Hundred Fifty Six and Fifty/lOOths ($16,456.50) Dollars (the "Security Deposit") with Sublandlord. Sublandlord shall hold the same as security for the performance by Subtenant of all obligations on the part of Subtenant hereunder. Sublandlord shall have the right from time to time without prejudice to any other remedy Sublandlord may have on account thereof, to apply such deposit, or any part thereof, to Sublandlord's damages arising from, or to cure, any Event of Default. If Sublandlord shall so apply any or all of the Security Deposit, Subtenant shall immediately deposit with Sublandlord the amount so applied to be held as security hereunder. There then existing no Event of Default of Subtenant, Sublandlord shall return the Security Deposit, or so much thereof as shall theretofore not been applied in accordance with the terms of this Article XXVII, to Subtenant on the date which is the last to occur of (i) the date which is sixty (60) days after the last day of the Term of this Sublease or (ii) the date which is sixty (60) days after the date of delivery of the entire Premises to Sublandlord in accordance with the terms of this Sublease or (iii) the date which is sixty (60) days after the last of Subtenant's monetary obligations to Sublandlord under this Sublease have been paid and satisfied in full.

XXVIII. Liability of Sublandlord. The obligations of the Sublandlord shall be binding upon the Sublandlord's interest in the Subleased Premises but not upon any other assets of the Sublandlord, and no individual partner, agent, trustee, stockholder, officer, manager, member, director, employee or beneficiary of the Sub landlord shall be personally liable for performance of the Sublandlord's obligations hereunder.

XXIX. Authority to Execute Sublease. The parties hereto represent and warrant that they have the authority to execute this Sublease and to bind the Sublandlord and Subtenant respectively. Upon execution of this Sublease, the parties shall produce and exchange certificates verifying their respective authority to execute this Sublease.

XXX. Authority to Execute Consent. Landlord represents and warrants that Landlord has the authority to execute its consent to this Sublease and to bind Landlord with respect to those rights and obligations of Landlord expressly undertaken or acknowledged by Landlord hereunder.

XXXI. INTENTIONALLY DELETED. XXXII. INTENTIONALLY DELETED.

XXXIII. Access. Subject to any security measures, emergency, accident or Force Majeure,

Subtenant shall have access to the Subleased Premises 24 hours per day, 7 days per week (subject to security and emergency measures). The Building is open to the public Monday - Friday, excepting holidays, 8:00 am - 6:00 pm.

XXXIV. INTENTIONALLY DELETED. XXXV. INTENTIONALLY DELETED.

XXXVI. Electricity. Subtenant acknowledges and agrees that there is a separate electrical meter in the Subleased Premises for the purpose of measuring Subtenant's use and consumption of electricity in the Subleased Premises. Subtenant shall make direct payment to the utility provider for any costs and expenses related to the use and consumption of electricity in the Subleased Premises.

XXXVII. INTENTIONALLY DELETED.

XXXVIII. HVAC System. Subtenant shall be allowed to use the existing HVAC system serving the Subleased Premises and Subtenant, at its sole risk, cost and expense, shall be responsible for the maintenance, repair and replacement of said HVAC system.

XXXIX. Landlord's Cleaning Responsibility. Landlord, at its sole cost and expense, shall be responsible for the daily cleaning of the Subleased Premises and the daily removal of any trash, rubbish or recycled materials therefrom.

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IN WITNESS WHEREOF, Sublandlord and Subtenant have executed this Sublease as of the day and year first above written.


SUBLANDLORD:	BE THE CHANGE, INC.


	By: /s/

	Name:

	Its:

	Date: 9/5/13

SUBTENANT:	GAME PLAN HOLDINGS LLC By:

	By: /s/ Andrew Bachman

	Name: Andrew Bachman

	Its: CEO

	Date: 9/3/2013

LANDLORD'S CONSENT

Landlord hereby consents to the terms, provisions, agreements, covenants and conditions contained in this Sublease and the execution and delivery of this Sublease by Sublandlord and Subtenant.

LANDLORD: ^{112 LLC}

a Massachusetts limited liability company

By: /s/ Matthew Piccione

_{Name: Matthew Piccione, Manager}

Exhibit A Exhibit B

Subleased Premises

_{Master Lease}