EX 4.17 First Amendment to Lease between PPF Paramount One Market Plaza Owner LP and Velti USA Inc




FIRST AMENDMENT TO LEASE


THIS  FIRST AMENDMENT TO  LEASE  ("First Amendment") is made and entered  into to be effective  as of November 15, 2011  (the  "First  Amendment Effective   Date")   by  and  between  PPF  PARAMOUNT ONE MARKET PLAZA OWNER L.P. ("Landlord") and VELTI USA, INC. "Tenant").


WHEREAS, Landlord and Tenant are parties to that certain lease dated September 29,2011  (the "Lease"), pursuant to which Landlord leases to Tenant certain office suites described as Suites 600 and 700A (the "Premises"), located on the 6th and 7th floors of the Steuart Tower in the building located at One Market Street, San Francisco,  CA (the "Building"); and


WHEREAS, Landlord and Tenant desire to modify Section 4.1 in Exhibit B-2 of the Lease;


NOW,  THEREFORE, in consideration  of the above recitals which are incorporated  herein  by reference,  and for other  good  and  valuable  consideration,   receipt  of  which  is  hereby  acknowledged, subject  to  all  of  the  terms, covenants  and conditions herein and in the Lease, the parties agree that the Lease shall be and hereby is modified, amended and superseded in the following particulars:


I.      Defined Terms.  Each capitalized term used in this First Amendment shall have the same meaning as is ascribed to such capitalized term in the Lease, unless otherwise modified herein.


2.            Work Agreement- Design Matters.  Section 4-1 in Exhibit B-2 of the Lease currently requires the Landlord to select the Contractor by submitting work of Tenant Improvements to at least three (3) general contractors for competitive bidding. In an effort to provide a more cohesive  team structure  for the project,  the parties have agreed that Landlord  will be permitted  to select  the Contractor  based upon  negotiations  with several  general  contractors regarding  the  proposed  fees  to  be  charged  by  said  general  contractors  and  their  respective  estimated  budgets, schedules  and scopes of work  with respect to the performance  of the Tenant  Improvements. Landlord will notify Tenant of Landlord's selection as the Contractor, and will require Contractor to procure competitive bids from all major subtrades once the Construction Drawings have been completed.


3.            Miscellaneous.


(a)          This First Amendment and the attached exhibits, which are hereby incorporated  into and made a part of this First Amendment, set forth the entire agreement  between the parties with respect to the matters set forth herein.  There have been no additional oral or written representations or agreements.


(b)          Tenant represents  to Landlord that as of the First Amendment  Effective Date: (a) Tenant is not in Default under any of the terms and provisions of the Lease; (b) Landlord is not in default in the performance of any of  its obligations  under  the  Lease;  and  (c)  Tenant  is unaware,  absent  independent  inquiry,  of  any condition  or circumstance  which, with the giving of notice or the passage of time or both, would constitute  a Landlord Default under the Lease.  Tenant further acknowledges  that as of the First Amendment  Effective Date, Tenant has no current defenses,  offsets,  liens,  claims  or counterclaims  against  Landlord  under  the Lease  or  against  the obligations  of Tenant under the Lease.


(c)          Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and in full force and effect.


(d)          In the case of any inconsistency between the provisions of the Lease and this First Amendment, the provisions of this First Amendment shall govern and control.


(e)          Tenant hereby represents to Landlord that Tenant has dealt with no broker in connection with this First Amendment.   Tenant  agrees  to defend, indemnify and hold Landlord  harmless from all claims of any brokers claiming  to  have  represented  Tenant  in  connection  with  this First  Amendment.    Landlord hereby represents to Tenant that Landlord has dealt with no broker in connection with this Fist Amendment.   Landlord agrees to defend, indemnify and hold Tenant harmless from all claims of any brokers claiming to have  represented Landlord in connection with this First Amendment.


(f)          Each signatory of this First Amendment represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting.







(g)         This First Amendment may be executed in multiple counterparts each of which is deemed an original but together constitute one and the same instrument. This First Amendment may be executed in so-called "pdf' format and each party has the right to rely upon a pdf counterpart of this First Amendment signed by the other party to the same extent as if such party had received an original counterpart.


IN WITNESS WHEREOF, the parties have executed this FIRST AMENDMENT TO LEASE to be effective as of the last date signed below.




	
			
	 
	 
	 

	LANDLORD
	 
	 TENANT

	PPF PARAMOUNT ONE MARKET PLAZA OWNER L.P., a Delaware limited partnership
	 
	VELTI  USA, INC.

	 
	 
	 

	By:   PPF PARAMOUNT GP, LLC
	 
	By:  /s/ Sally Rau     

	By:  /s/ Jolanta Bott    _ 
	 
	     Sally Rau

	Name: Jolanta K. Bott
	 
	Chief Administrative Officer and General Counsel

	Title:   Vice President