Exhibit 10.51


 


AGREEMENT TO ASSIGN LEASE AND
SUBLEASE


 


This Agreement to Assign
Lease and Sublease (“Agreement”) is dated as of this 26th day of January 2005
(the “Execution Date”), by and between 100 Spear Street Owners Corporation, a
Delaware corporation (“Landlord”), and BroadVision, Inc., a Delaware
corporation (“Tenant”).


 


R E C I T A L S :


 


A.                                   Landlord
and Tenant have previously entered into that certain Office Lease by and
between Landlord and Tenant dated December 1, 2000 (the “Lease”), under
which Tenant leases from Landlord approximately 10,177 Rentable Square Feet
consisting of the entire 17th Floor of the Building.  Pursuant to ARTICLE 21 of the Lease,
Tenant provided Landlord the Deposit in the amount of Three Hundred Twenty-Five
Thousand Six Hundred Sixty-Four Dollars ($325,664.00) in the form of Letter of
Credit issued by Silicon Valley Bank (the “Security Deposit Letter of Credit”).  A true and complete copy of the Lease is
attached to this Agreement as Exhibit A.  All capitalized terms used herein but not
otherwise defined herein shall have the meanings ascribed to them in the Lease.


 


B.                                     BroadVision
subleased the Premises to Freeman, Sullivan & Co., a California corporation
(“Subtenant”), pursuant to a Sublease dated February 11, 2002 (the “Sublease”)
between Tenant and Subtenant. Pursuant to the Sublease, Subtenant delivered to
Tenant a cash security deposit in the amount of $21,202.08 (the “Subtenant
Security Deposit”).  A copy of the
Sublease is attached hereto as Exhibit B.  Pursuant to Section 14 of the Sublease,
Tenant provided Subtenant with a letter of credit in the amount of Two Hundred
Thousand Dollars ($200,000) that Subtenant could draw down on in the event the
Lease is terminated prior to the end of the Sublease (the “Sublease Letter of
Credit”).


 


C.                                     Concurrently
with the execution of this Agreement, Tenant has provided and delivered to
Landlord, as beneficiary, the Letter of Credit (as defined in Paragraph 2.A
below).


 


D.                                    Concurrently
with the execution of this Agreement, Tenant has also paid to Landlord the
additional sum of One Hundred Fifty-Five Thousand, Three Hundred Eighty-Six
Dollars and Fifty-Six Cents ($155,386.56) representing (i) all Base Rent and
Additional Rent (as those terms are defined in the Sublease) due under the Sublease
received by Tenant from Subtenant with respect to months of July, 2004 through January ,
2005, as required by Paragraph 2.B below (the “Sublease Payment”).


 


E.                                      Concurrently
with the execution of this Agreement, Tenant has paid to Landlord the additional
sum of Three Hundred Twenty Two Thousand Six Hundred Sixteen Dollars Even
($322,616.00), representing the first Assignment Fee Installment Amount (as
defined in Paragraph 2(a) below).


 


G.                                     On
terms and conditions further described in this Agreement, the parties have
agreed that Tenant will assign and Landlord will assume all of Tenant’s
interest in the Lease effective (retroactively) as of June 30, 2004 (the “Lease
Assignment Effective Date”) and that Tenant will assign to Landlord, and
Landlord will assume, all of Tenant’s right, title, interest and obligations
under the Sublease as of the Lease Assignment Effective Date, all in
consideration of the payment of certain sums by Tenant to Landlord and other
promises made herein.


 





















 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:


 


1.                                       Assignment
of Lease and Sublease.


 


(a)                                  Effective
as of the Lease Assignment Effective Date, and subject to the terms, conditions
and provisions of this Agreement and conditioned upon the performance by Tenant
of its obligations hereunder, Tenant hereby assigns, sells, transfers, sets
over and delivers to Landlord all of Tenant’s estate, right, title and
interest, as tenant, in, to and under the Lease and the Premises, and Landlord
hereby accepts such assignment and assumes, and agrees to perform, pay and
discharge all terms, covenants, conditions and obligations of Tenant as tenant
under the Lease from and after the Lease Assignment Effective Date.  Notwithstanding the foregoing, Tenant shall
remain obligated under the Lease to pay to Landlord, as landlord under the
Lease, all amounts owing by the tenant under the Lease to the extent arising or
accruing prior to the Lease Assignment Effective Date, including, but not
limited to, “Tenant’s Percentage Share” of “Operating Expenses” and “Property
Taxes” and all other “Additional Rent,” as those terms are defined in the
Lease.  Notwithstanding that Landlord
holds fee title to the Building and the real property upon which the Building
is located, it is the express intent of Landlord and Tenant that the assignment
of Tenant’s interest in the Lease to Landlord not effect a merger of the
leasehold estate into the fee.  Landlord
agrees not to terminate the Lease unless either (x) the Sublease is terminated
in accordance with its terms for default by Subtenant or (y) Subtenant has
returned the Sublease Letter of Credit to Tenant with no draw down thereon.


 


(b)                                 Effective
as of the Lease Assignment Effective Date, and subject to the terms, conditions
and provisions of this Agreement and conditioned upon the performance by Tenant
of its obligations hereunder, Tenant hereby assigns, sells, transfers, sets
over and delivers to Landlord all of Tenant’s estate, right, title and
interest, as sublandlord, in, to and under the Sublease (and any security
deposits held by Tenant under the Sublease (which Tenant shall pay to Landlord
on the Execution Date)), and Landlord hereby accepts such assignment and
assumes, and agrees to perform, pay and discharge all terms, covenants,
conditions and obligations of Tenant, as sublandlord, under the Sublease
arising or accruing from and after the Lease Assignment Effective Date.  On the Execution Date, Tenant shall provide
to Landlord an estoppel certificate duly executed by the Subtenant, in
substantially the form attached hereto as Exhibit D.


 


2.                                       Consideration.  As consideration for the parties’ respective
promises and the releases contained herein, Landlord and Tenant agree as
follows:


 


(a)                                  Lease
Assignment Fee.  Tenant shall pay to
Landlord the sum of One Million Two Hundred Ninety Thousand Four Hundred Sixty
Four Dollars Even ($1,290,464.00) (the “Assignment Fee”) as further described
in this Paragraph 2(a).  Tenant shall pay
the Assignment Fee in four equal installments of Three Hundred Twenty Two
Thousand Six Hundred Sixteen Dollars Even ($322,616.00) each (the “Assignment
Fee Installment Amount”) on each of (i) the Execution Date (such payment having
been received by Landlord concurrently with Landlord’s execution of this
Agreement), (ii) January 15, 2005, (iii) April 15, 2005 and (iv) July 15,
2005, each such payment being referred to as an “Assignment Fee Installment”,
and each such payment date being referred to herein as an “Assignment Fee
Installment Date”.  Payment of the
Assignment Fee attributable to the final three (3) Assignment Fee Installments
will be made by an irrevocable standby letter of credit (the “Letter of Credit”).  The Letter of


 


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Credit
shall (x) comply with the requirements of Paragraph 3 below and (y) be
delivered to Landlord concurrently with delivery of this Agreement and the
first Assignment Fee Installment Amount on the Execution Date.


 


(b)                                 Payment
of Subrent Received After Lease Assignment Effective Date.  In addition to the Assignment Fee, Tenant
shall also pay to Landlord on the Execution Date the sum of One Hundred
Fifty-Five Thousand, Three Hundred Eighty-Six Dollars and Fifty-Six Cents
($155,386.56) representing all Base Rent and Additional Rent (as those terms
are defined in the Sublease) due under the Sublease received by Tenant from
Subtenant with respect to months of July, 2004 through January, 2005.  Except as provided in this Paragraph 2(b),
Tenant shall not owe any Monthly Rent or Additional Rent under the Lease or any
Base Rent or Additional Rent under the Sublease with respect to any period
after the Lease Assignment Effective Date. 
Notwithstanding the foregoing, if after the Execution Date Tenant
receives from Subtenant any Base Rent and/or Additional Rent for periods after December 2004,
Tenant will promptly deliver such rent to Landlord.


 


(c)                                  Return
of Lease Security Deposit.  Upon
Tenant’s delivery to Landlord of the First Assignment Fee Installment, the
Sublease Rent pursuant to Section 2(b) above and the Letter of Credit,
Tenant will be entitled to a return of the Deposit (as defined in the Lease) by
way of cancellation of the Security Deposit Letter of Credit originally
delivered by Tenant to Landlord pursuant to the Lease.  On the Execution Date, Landlord will deliver
to Tenant a letter, in substantially the form attached hereto as Exhibit C, instructing the bank which issued the Letter of
Credit to cancel the Security Deposit Letter of Credit.  Such letter will be on Landlord’s letterhead
and signed by such officer(s) of Landlord as said bank requires signatories of
such a cancellation letter.


 


(d)                                 Conditions
Precedent.  For avoidance of doubt,
if any of the conditions precedent to the assignment of the Lease pursuant to
this Agreement do not timely occur as of the Execution Date, in addition to any
other remedy that Landlord may have at law or in equity, Landlord will have the
right, at Landlord’s option, to rescind this Agreement and Tenant’s assignment
of Tenant’s interest in the Lease to Landlord.


 


3.                                       Letter
of Credit.


 


(a)                                  Generally.  The Letter of Credit shall be in the initial
aggregate face amount of Nine Hundred Sixty Seven Thousand Eight Hundred Forty
Eight Dollars Even ($967,848.00) and shall be issued by a bank (the “Issuing
Bank”) selected by Tenant and approved in writing by Landlord provided that
such bank (i) accepts deposits and maintains accounts, (ii) has a local Bay
Area office that will negotiate a letter of credit and whose deposits are
insured by the FDIC, and (iii) maintains a long term issuer rating of no less
than A3 as reported by Moody’s Investors Service (the “Minimum Acceptable
Rating”).  Landlord agrees that Silicon
Valley Bank, the issue of the Security Deposit Letter of Credit, meets the
foregoing requirements.


 


(b)                                 Terms  The Letter of Credit shall be issued for a
term commencing as of the date of issuance through October 15, 2005 and
shall be in a form and with such content reasonably acceptable to
Landlord.  The Letter of Credit shall be
transferable (and must permit multiple transfers), irrevocable and
unconditional, so that Landlord, or its successor(s) in interest, may at any
time draw on the Letter of Credit against sight drafts presented by Landlord,


 


3





















 


accompanied
by Landlord’s statement, made under penalty of perjury, that said drawing is in
accordance with the terms and conditions of this Agreement; no other document
or certification from Landlord shall be required to negotiate the Letter of
Credit and the Landlord may draw on any portion of the then uncalled upon
amount thereof without regard to and without the Issuing Bank inquiring as to
the right or lack of right of the holder of said Letter of Credit to effect
such draws or the existence or lack of existence of any defenses by Tenant with
respect thereto.  The Letter of Credit
shall not be mortgaged, assigned or encumbered in any manner whatsoever by
Tenant.


 


(c)                                  Independent
Contract.  Tenant acknowledges and
agrees that the Letter of Credit constitutes a separate and independent
contract between Landlord and the Issuing Bank, that Tenant is not a third
party beneficiary of such contract, and that Landlord’s claim under the Letter
of Credit for the full amount due and owing thereunder shall not be, in any
way, restricted, limited, altered or impaired by virtue of any provision of the
Bankruptcy Code.


 


(d)                                 Transfer
of the Letter of Credit.  The Letter
of Credit shall be transferable to any of the following parties: (i) any
secured or unsecured lender of Landlord, (ii) any assignee, successor,
transferee or other purchaser of all or any portion of the Premises, or any
interest in the Premises, (iii) any partner, shareholder, member or other
direct or indirect beneficial owner in Landlord.  Further, Landlord shall have the right to
assign or transfer the Letter of Credit to its grantee, assignee or transferee
of the Premises; and in the event of any sale, assignment or transfer, the landlord
so assigning or transferring the Letter of Credit shall have no liability to
Tenant for the return of the Letter of Credit, and Tenant shall look solely to
such grantee, assignee or transferee for such return, so long as such grantee,
assignee or transferee assumes in writing all of Landlord’s obligations with
respect to the Letter of Credit.  The
terms of the Letter of Credit shall permit multiple transfers of the Letter of
Credit.  Tenant shall use its best
efforts to cooperate with Landlord and the Issuing Bank to effect the
transfer(s) of the Letter of Credit and Tenant shall be responsible for all
costs of the Issuing Bank associated therewith.


 


(e)                                  Draws
on Letter of Credit.  Landlord shall
draw against the Letter of Credit for each of the second through fourth
Assignment Fee Installments on or after each applicable Assignment Fee
Installment Date,


 


4.                                       Surrender
of Keys.  On or before the Execution
Date, Tenant shall deliver to Landlord all of the keys or other access devices
to the Premises and to any other locked areas which are part of the Premises,
and the keys or other access devices to the Premises which are in Tenant’s
possession, if any.


 


5.                                       Prorations.  Except as otherwise provided herein, and
provided that Tenant timely delivers the first (1st) Assignment Fee
Installment, Tenant shall be responsible for its share of additional monthly
rent under Section 3.1 of the Lease (the “Lease Additional Rent”) with
respect to the Premises, including all Operating Expenses and Tenant’s
Percentage Share of all Property Taxes accruing through the Lease Assignment
Effective Date and Tenant shall not be responsible for such costs accruing
after the Lease Assignment Effective Date. 
Tenant may have already paid a portion of such Lease Additional Rent
that relates to periods after the Lease Assignment Effective Date and, within
ten (10) business days after the Execution Date, Tenant and Landlord shall use
commercially reasonable efforts to prepare a schedule of prorations
covering as many items to be prorated as practicable.  To the extent that such schedules show that
Tenant has underpaid on account of Lease Additional Rent as of the Lease
Assignment


 


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Effective
Date, such underpayment shall be paid by Tenant to Landlord within five (5)
working days after Tenant’s receipt of such schedule; to the extent that such schedule shows
that Tenant has overpaid on account of Lease Additional Rent as of the Lease
Assignment Effective Date, Tenant shall not be entitled to any reimbursement
for such overpayment until the final accounting for the calendar year 2004 has
been prepared and the annual reconciliation of Lease Additional Rent has been
determined in accordance with the terms of the Lease as though the Lease were in
effect as of such date.  With respect to
Lease Additional Rent for the calendar year 2004, Landlord shall deliver the
statement required by Paragraph 4.5 of the Lease and Landlord shall refund any
excess or Tenant shall pay any deficiency in accordance with such
Paragraph.  To the extent that such
prorations have not been completed prior to the Execution Date, Tenant and
Landlord agree to cooperate and to use commercially reasonable efforts to
complete such prorations no later than thirty (30) days thereafter, except for
any annual reconciliation of Additional Rent payable under the Lease which
cannot be completed until the final accounting for the calendar year 2004 has
been prepared.  Tenant shall also remain
responsible for all of Tenant’s indemnification and other obligations which
expressly survive assignment of the Lease but only with respect to matters
arising or occurring on or before, and determinable as of, the Lease Assignment
Effective Date.


 


6.                                       Representations
and Warranties by Tenant.  Tenant hereby
represents and warrants to Landlord as of the Execution Date: (a) Tenant has
the legal power, right and authority to enter into this Agreement and the
instruments referenced herein that are to be executed by Tenant, and to
consummate the transactions contemplated hereby; and the individuals executing
this Agreement and the instruments referenced herein on behalf of Tenant have
the legal power, right, and actual authority to bind Tenant to the terms and
conditions hereof and thereof; (b) any and all required consents to or
approvals for Tenant executing this Agreement, whether required by Tenant’s
internal policies, by third parties or otherwise, have been obtained; (c) this
Agreement and the Lease are binding obligations of Tenant, enforceable in accordance
with their terms; and (d) Tenant is the sole lawful tenant under the Lease,
and, except for the Sublease, Tenant has not sublet, assigned, conveyed,
encumbered or otherwise transferred any of the right, title or interest of
Tenant under the Lease arising from its use or occupancy of the Premises, and
no other person or entity other than Subtenant has any right, title or interest
in the Lease or the Premises or the right to occupy or use all or any part of
the Premises.


 


7.                                       Representations
and Warranties of Landlord.  Landlord
hereby represents and warrants to Tenant as of the Execution Date:  (a) Landlord has the legal power, right and
authority to enter into this Agreement and the instruments referenced herein
that are required to be executed by Landlord, and to consummate the transaction
contemplated hereby and the individuals executing this Agreement and the
instruments referenced herein on behalf of Landlord have the legal power, right
and actual authority to bind Landlord to the terms and conditions hereof and
thereof; (b) any and all required consents or approvals to Landlord executing
this Agreement, whether required by Landlord’s internal policies, by third
parties or otherwise, have been obtained; and (c) this Agreement and the Lease
are binding obligations of Landlord, enforceable in accordance with their
terms.


 


8.                                       Mutual
Releases.


 


(a)                                  Effective
as of the Lease Assignment Effective Date, Tenant remises, releases, quitclaims
and surrenders to Landlord, its successors and assigns, the Lease and all of


 


5





















 


the
estate and rights of Tenant in and to the Lease and the Premises, and Tenant
forever releases and discharges Landlord from any and all claims, demands or
causes of action whatsoever against Landlord or its successors and assigns
arising out of or in connection with the Premises or the Lease and forever
releases and discharges Landlord from any obligations to be observed or
performed by Landlord under the Lease after the Lease Assignment Effective
Date.


 


(b)                                 Landlord
agrees to accept the assignment of the Lease and delivery of the Premises
subject to the Sublease from and after the Lease Assignment Effective Date and,
effective as of the Lease Assignment Effective Date, forever releases and
discharges Tenant from any obligations to be observed and performed by Tenant
under the Lease after the Lease Assignment Effective Date, provided that Tenant
has satisfied, performed and fulfilled all of the agreements set forth in this
Agreement, and each of the representations and warranties set forth in Section 6
above are true and correct.  This release
is limited to the matters described in the preceding sentence.


 


(c)                                  It
is understood by Landlord and Tenant that the facts with respect to which this
limited release is given may hereafter turn out to be other than or different
from the facts in that connection now known to it or believed by it to be true,
and that each of Landlord and Tenant therefore expressly assumes the risk of
the facts turning out to be different and agrees that the foregoing limited
release shall be in all respects effective and not subject to termination or
rescission as a result of such difference in facts.  These releases shall bind all persons or
entities claiming any rights under or through Landlord or Tenant, whether as
stockholders or otherwise.


 


Waiver of  California Civil Code § 1542.  Each party has read and understands the
contents of section 1542 of the Civil Code of the State of California,
and, to the extent of the releases provided herein, Tenant and Landlord each
hereby expressly waive that section and the benefits thereof.  Section 1542 reads as follows:


 


A general release does not extend to claims which
the creditor does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have materially affected his
settlement with the debtor.


 


	
    /s/WEM

  	
   

  	
    /s/KF

  	
   

  
	
  Initials of
  Landlord

  	
  Initials of
  Tenant

  



 


9.                                       Indemnity.  Notwithstanding anything contained in this
Agreement to the contrary, Tenant shall indemnify, defend (with counsel
approved by Landlord) and hold Landlord harmless from and against any and all
liabilities, obligations, damages, penalties, claims, costs, charges and
expenses (including, without limitation, reasonable attorneys’ fees) which may
be imposed upon, incurred by, or asserted against Landlord and arising,
directly or indirectly, out of or in connection with the use, possession,
occupancy, condition, operation or maintenance of the Premises or any part
thereof by Tenant or any of its assignees, subcontractors (including
Subtenant), agents, contractors, employees or invitees prior to and including
the Execution Date, any act or omission of Tenant or any of its assignees,
subcontractors (including Subtenant), agents, contractors, employees or
invitees, or any failure on the part of Tenant to perform or comply with any of
the covenants, agreements, terms or conditions contained in the Lease or this
Agreement to be observed or performed by Tenant.


 


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10.                                 Condition
Precedent.  Notwithstanding anything
to the contrary contained herein, this Agreement and the parties’ respective
obligation hereunder are subject to the closing of the Securities
Offering.  Tenant will provide Landlord
and Subtenant with written notice when the Securities Offering has closed.  If the Effective Date does not occur within
ten (10) business days after the last date on which a party signed this
Agreement, then this Agreement shall automatically terminate and be of no force
or effect, and Tenant will, within ten (10) business days after Landlord’s
delivery of an invoice therefor, reimburse Landlord as additional Rent under
the Lease, for all costs of Landlord (including, without limitation, reasonable
attorneys’ fees and costs) associated with the review and negotiation of this
Agreement.


 


11.                                 Miscellaneous.


 


(a)                                  Notices.  Unless otherwise expressly provided herein,
all notices or other communications required or permitted hereunder shall be in
writing, and shall be personally delivered (including by means of professional
messenger service) or sent by reputable overnight courier service, and shall be
deemed delivered (i) if delivered personally, on the date of delivery, provided
that if such delivery is a weekend or holiday, or if such delivery occurs after
4:00 p.m. on the date of delivery, then such notice will be deemed delivered on
the next succeeding business day, and (ii) if delivered via overnight courier,
on the business day next succeeding deposit with such carrier.


 


	
  If to Landlord:

  	
   

  	
  100 Spear Street
  Owners Corporation

  c/o Morgan Stanley Real Estate Advisors

  555 California Street, Suite 2200

  San Francisco, CA 94104

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  Jones Lang
  LaSalle

  100 Spear Street, Suite 330

  San Francisco, CA 94105

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  If to Tenant:

  	
   

  	
  BroadVision,
  Inc.

  585 Broadway

  Redwood City, California 94063

  Attention: Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  BroadVision, Inc.

  585 Broadway

  Redwood City, California 94063

  Attention: Legal Department

  



 


(b)                                 Partial
Invalidity.  If any term or provision
of this Agreement or the application thereof to any person or circumstance
shall, to any extent, be invalid or unenforceable (other than provisions going
to the essence of this Agreement), the remainder of this Agreement, or the
application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby, and each such term and provision of this Agreement shall be valid and
be enforced to the fullest extent permitted by law.


 


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(c)                                  Waivers.  No waiver of any breach of any covenant or
provision herein contained shall be deemed a waiver of any preceding or
succeeding breach thereof, or of any other covenant or provision herein
contained.  No extension of time for
performance of any obligation or act shall be deemed an extension of the time
for performance of any other obligation or act.


 


(d)                                 Survival.  The covenants, agreements, representations
and warranties made herein shall survive the Lease Assignment Effective Date
and the Execution Date.


 


(e)                                  Successors
and Assigns.  This Agreement shall be
binding upon and shall inure to the benefit of the permitted successors and
assigns of the parties hereto.


 


(f)                                    Entire
Agreement.  This Agreement (including
all Exhibits attached hereto) is the final expression of, and contains the
entire agreement between, the parties with respect to the subject matter hereof
and supersedes all prior understandings with respect thereto.  This Agreement may not be modified, changed,
supplemented or terminated, nor may any obligations hereunder be waived, except
by written instrument signed by the parties. 
The parties do not intend to confer any benefit hereunder on any person,
firm or corporation other than the parties hereto.


 


(g)                                 Time
of the Essence.  Tenant and Landlord
hereby acknowledge and agree that time is of the essence with respect to each
and every term, condition, obligation and provision hereof.


 


(h)                                 Construction.  Headings at the beginning of each paragraph
and subparagraph are solely for the convenience of the parties and are not a
part of the Agreement.  Whenever required
by the context of this Agreement, the singular shall include the plural and the
masculine shall include the feminine and vice versa.  This Agreement shall not be construed as if
it had been prepared by one of the parties, but rather as if both parties had
prepared the same.  Unless otherwise
indicated, all references to paragraphs and subparagraphs are to this
Agreement.  All exhibits referred to in
this Agreement are attached and incorporated herein by this reference.  If the date on which Landlord or Tenant is required
to take any action under the terms of this Agreement occurs on a Saturday,
Sunday or federal or state holiday, then the action shall be taken on the next
succeeding business day.


 


(i)                                     Governing
Law.  This Agreement shall be
governed by, interpreted under, and construed and enforced in accordance with
the laws of the State of California.


 


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


 


(k)                                  Required
Actions of Landlord and Tenant. 
Landlord and Tenant agree to execute all such instruments and documents
and to take all actions pursuant to the provisions hereof in order to
consummate the assignments and assumptions herein contemplated and shall use
their commercially reasonable best efforts to consummate the transaction
contemplated by this Agreement in accordance with the provisions hereof.


 


(l)                                     Confidentiality.  Landlord and Tenant agree to keep the terms
and conditions of this Agreement confidential, disclosing the terms hereof only
to the extent


 


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necessary
to satisfy the financial reporting disclosure requirements, or as otherwise may
be required by law, regulation or court order.


 


(m)                               Attorneys’
Fees.  If either party should bring
an action to enforce the terms of this Agreement or declare rights under this
Agreement, the prevailing party in such action shall be entitled to reasonable
attorneys’ fees, costs and expenses to be paid by the losing party in such
action.


 


(n)                                 Payments
and Deliveries.  By Landlord’s
execution hereof, Landlord acknowledges that (1) Tenant has delivered to
Landlord (x) the Letter of Credit and (y) the Subtenant Security Deposit, and
that (2) Tenant has paid to Landlord (x) the Sublease Payment and (y) the first
Assignment Fee Installment.


 


(o)                                 Incorporating
of Recitals.  Recitals A through F
above are incorporated herein by reference.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date and year first
written hereinabove.


 


	
  LANDLORD:

  	
  TENANT:

  
	
   

  	
   

  
	
  100 Spear Street
  Owners Corporation,

  	
  BroadVision,
  Inc.

  
	
  a Delaware
  corporation

  	
  a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Keith Fink

  	
   

  	
  By:

  	
  /s/ William E.
  Meyer

  	
   

  
	
  Name:

  	
  Keith Fink

  	
  Name:

  	
  William E. Meyer

  
	
  Title:

  	
   VP

  	
  Title:

  	
  Chief Financial
  Officer

  
								



 


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EXHIBIT
A


 


LEASE


 


 


1





















 


EXHIBIT
B


 


SUBLEASE


 


EXHIBIT
C


 


SECURITY DEPOSIT LETTER OF CREDIT
CANCELLATION LETTER


 


 


1





















 


EXHIBIT
D


 


FORM OF ESTOPPEL CERTIFICATE


 


100 Spear Street Owners Corp.


c/o Morgan Stanley Real Estate Advisors


555 California Street, Suite 2200


San Francisco, California  94104


 


This certificate is
executed by Freeman, Sullivan & Co., Inc. (“Subtenant”) with the knowledge
that 100 Spear Street Owners Corp. (“Landlord”) is relying on the contents of
this certificate in entering into that certain Agreement to Assign Lease and
Sublease by and between Landlord and Broadvision, Inc. (“Tenant”).  In connection therewith, Subtenant hereby
certifies to Landlord that:


 


1.                                       Tenant,
as sublandlord, and Subtenant, as subtenant, entered into that certain Sublease
dated as of February      , 2002 (the “Sublease”),
pursuant to which Subtenant subleased from Assignor the entire Premises (the “Subleased
Space”) previously leased by Tenant from Landlord pursuant to that certain
Office Lease dated as of December 1, 2000 and consisting of approximately
10,177 rentable square feet of space on the seventeenth (17th) floor
of the Building located at 100 Spear Street, San Francisco, California (the “Building”);


 


2.                                       A
true, correct and complete copy of the Sublease is attached hereto as Exhibit A and there have been no modifications or amendments
to the Sublease, oral or written, and the Sublease as attached hereto governs
the entire relationship and duties between Tenant and Subtenant in respect of
the Subleased Space;


 


3.                                       The
Sublease is in full force and effect;


 


4.                                       Each
party to the Sublease has performed all of its respective obligations required
to be performed thereunder on or prior to the date hereof and no default exists
under the Sublease and no event has occurred that if uncured with the passage
of time would result in an event of default under the Sublease;


 


5.                                       Subtenant
is the legal and equitable owner of the “subtenant’s” entire interest in, to
and under the Sublease;


 


6.                                       Subtenant
has no claims, offsets, defenses or counterclaims of any kind or nature
whatsoever against Tenant under the Sublease or against Landlord generally and
is not aware of any act or occurrence that may give rise to any such claims,
offsets, defenses or counterclaims;


 


7.                                       Subtenant
has not previously assigned or encumbered its interest in the Sublease or the
Subleased Space;


 


8.                                       Subtenant
has not previously sublet any of the Subleased Space and no party is occupying
any of the Subleased Space other than Subtenant;


 


9.                                       Subtenant
has the full power and authority to execute and deliver this estoppel
certificate;


 


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10.                                 The
Sublease expires by its terms on February 19, 2007, and Subtenant has no
right to extend the term thereof;


 


11.                                 Subtenant
acknowledges that effective (retroactively) as of June 30, 2004 (the “Effective
Date”), Tenant will assign, transfer and set over to Landlord, and Landlord
will accept all of Tenant’s right, title and interest in, to and under the
Lease and the Sublease;


 


12.                                 Subtenant
will recognize and attorn to Landlord as its “Sublandlord” under all of the
terms, covenants and conditions of the Sublease (including, but not limited to
those terms, covenants and conditions of the Lease incorporated therein) from
and after the Effective Date and to look solely to Landlord to perform the
obligations of the “Sublandlord” under the Sublease arising from and after the
Effective Date.


 


13.                                 Commencing
as of February 1, 2005, Subtenant will pay rent under the Sublease to
Landlord at:


 


100 Spear Street Owners Corp.


c/o Jones Lang LaSalle


100 Spear Street, Suite 330


San Francisco, CA 
94105


 


and Subtenant will send
any notices to Landlord, as Sublandlord under the Sublease, to:


 


	
  100 Spear Street Owners Corporation

  
	
  c/o Morgan Stanley Real Estate Advisors

  
	
  100 Spear Street, Suite 330

  
	
  San Francisco, California 94111

  
	
  Attention:                                  

  



 


With a copy to:


 


Shartsis, Friese & Ginsburg LLP


One Maritime Plaza, 18th Floor


San Francisco, California  94111


Attention: 
Jonathan M. Kennedy


 


 


	
   

  	
  FREEMAN, SULLIVAN & CO., INC.

  
	
   

  	
  a California corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


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