Exhibit 10.25
 Office Lease Agreement
 By and Between
 6200 Stoneridge Mall Road Investors llc,
 as Landlord
  Callidus Software Inc. ,
 as Tenant
 Dated




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##### 



Table of Contents
 PageIndex of Defined Terms
    
   
    ivBasic Lease Information
    
    
    v1.
    
    Demise
    
    
    12.
    
    Premises
    
    
    13.
    
    Term
    
    
    24.
    
    Rent
    
    
    25.
    
    Utilities and Services
    
    
    106.
    
    Late Charge
    
    
    137.
    
    Security Deposit
    
    
    138.
    
    Possession
    
    
    169.
    
    Use of Premises
    
    
    1710.
    
    Acceptance of Premises
    
    
    1911.
    
    Surrender
    
    
    2012.
    
    Alterations and Additions
    
    
    2013.
    
    Maintenance and Repairs of Premises
    
    
    2214.
    
    Landlords Insurance
    
    
    2315.
    
    Tenants Insurance
    
    
    2316.
    
    Indemnification
    
    
    2417.
    
    Subrogation
    
    
    2518.
    
    Signs
    
    
    2519.
    
    Free From Liens
    
    
    2720.
    
    Entry By Landlord
    
    
    2721.
    
    Destruction and Damage
    
    
    2822.
    
    Condemnation
    
    
    3023.
    
    Assignment and Subletting
    
    
    3124.
    
    Default
    
    
    3525.
    
    Landlords Remedies
    
    
    3726.
    
    Landlords Right to Perform Tenants Obligations
    
    
    3927.
    
    Attorneys Fees
    
    
    3928.
    
    Taxes
    
    
    40
 i




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Page29.
    
    Effect of Conveyance
    
    
    4030.
    
    Tenants Estoppel Certificate
    
    
    4031.
    
    Subordination
    
    
    4132.
    
    Environmental Covenants
    
    
    4233.
    
    Notices
    
    
    4534.
    
    Waiver
    
    
    4535.
    
    Holding Over
    
    
    4536.
    
    Successors and Assigns
    
    
    4537.
    
    Time
    
    
    4638.
    
    Brokers
    
    
    4639.
    
    Limitation of Liability
    
    
    4640.
    
    Financial Statements
    
    
    4741.
    
    Rules and Regulations
    
    
    4742.
    
    Mortgagee Protection
    
    
    4743.
    
    Parking
    
    
    4744.
    
    Entire Agreement
    
    
    4945.
    
    Interest
    
    
    4946.
    
    Governing Law; Construction
    
    
    4947.
    
    Representations and Warranties of Tenant
    
    
    4948.
    
    Name of Building
    
    
    5049.
    
    Security
    
    
    5150.
    
    Jury Trial Waiver
    
    
    5151.
    
    Recordation
    
    
    5152.
    
    Right to Lease
    
    
    5253.
    
    Force Majeure
    
    
    5254.
    
    Renewal Option (With FMV Rent)
    
    
    5255.
    
    Right of First Offer.
    
    
    5456.
    
    Termination Option
    
    
    5557.
    
    Server Room Equipment
    
    
    5658.
    
    Contingency
    
    
    5759.
    
    Counterparts
    
    
    5760.
    
    Acceptance
    
    
    58
 ii




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Index of Exhibits
 A
    
    Diagram of the PremisesB
    
    Tenant Improvements Work LetterC
    
    Rules and RegulationsD
    
    Form of Estoppel CertificateE
    
    Form of Subordination Non-Disturbance AgreementF
    
    List of IT Equipment
 Index of Defined Terms
 ADA
    
    
    18Additional Rent
    
    
    2After Hours HVAC
    
    
    11Alteration
    
    
    20Alterations
    
    
    20Anti-Terrorism Law
    
    
    50Appraisal Panel
    
    
    53Base Insurance Expenses
    
    
    6Base Operating Expenses
    
    
    6Base Rent
    
    
    2Base Taxes
    
    
    6Base Utility Expenses
    
    
    6Base Year
    
    
    6Basic Lease Information
    
    
    1Building
    
    
    1Casualty Discovery Date
    
    
    28Chronic delinquency
    
    
    36Chronic overuse
    
    
    36Commencement Date
    
    
    2Common Areas
    
    
    1Comparison Leases
    
    
    54Computation Year
    
    
    6Condemnation
    
    
    30CPA
    
    
    9Default
    
    
    35Electric Service Provider
    
    
    11Environmental Laws
    
    
    42Executive Order No. 13224
    
    
    50Existing Wiring
    
    
    20Expense Exclusions
    
    
    6Expense Period
    
    
    10Expiration Date
    
    
    2
 iii




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Extension Notice
    
    
    52Extension Term
    
    
    52Force Majeure
    
    
    52Guarantor
    
    
    35Hazardous Materials
    
    
    42Holder
    
    
    47Insurance Expenses
    
    
    4IT Equipment
    
    
    56Landlord Parties
    
    
    46Landlords Agents
    
    
    17Landlords Determination
    
    
    53Landlords Insureds
    
    
    23Laws
    
    
    17Lease
    
    
    1Mold Conditions
    
    
    44Mold Prevention Practices
    
    
    44Monument Sign
    
    
    25Negotiation Period
    
    
    53Normal Business Hours
    
    
    10Operating Expenses
    
    
    3Option
    
    
    52Parapet Sign
    
    
    26Parking Areas
    
    
    1Premises
    
    
    1Prevailing Market Rate
    
    
    54Private Restrictions
    
    
    17Prohibited Person
    
    
    50Project
    
    
    1Proportionate Share
    
    
    8Reduced Electrical Rate
    
    
    6Rent
    
    
    9Report Date
    
    
    10Rules and Regulations
    
    
    47Signage Criteria
    
    
    26Successor Landlord
    
    
    41Superior Lease(s)
    
    
    41Superior Lessor
    
    
    41Superior Mortgage(s)
    
    
    41Superior Mortgagee
    
    
    41Systems
    
    
    3Taxes
    
    
    5Tenants Agents
    
    
    17Tenants Determination
    
    
    53Tenants Property
    
    
    24Term
    
    
    2Third CPA
    
    
    10
 iv




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USA Patriot Act
    
    
    50Utilities
    
    
    5Utility Expenses
    
    
    5Visitors
    
    
    48
 v




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Lease Agreement
 Basic Lease Information
 Lease Date:
    
    March 30, 2010Landlord:
    
    6200 Stoneridge Mall Road Investors llc, 
a Delaware limited liability companyLandlords Address:
    
    c/o UBS Realty Investorsllc
455 Market Street, Suite 1540
San Francisco, California 94105
Attention: Asset Manager, 
                 Pleasanton Corporate CommonsAll notices sent to Landlord under this Lease shall be sent to the above
address, with copies to:Hines 
6200 Stoneridge Mall Road, Suite 320
Pleasanton, California 94588
Attention: Property ManagerTenant:
    
    Callidus Software Inc., 
a Delaware corporationTenants Contact Person:
    
    V. Holly AlbertTenants Address and Telephone Number:
    
    Prior to the Commencement Date:160 West Santa Clara Street, 13th Floor 
San Jose, California 95133Following the Commencement Date:6200 Stoneridge Mall Road, Suite 500
Pleasanton, California 94588Premises Square Footage:
    
    Approximately Thirty Two Thousand Thirty-Four (32,034) rentable square feet,
including 30,772 rentable square feet located in Suite 500 on the fifth
(5th) floor as well 1,262 rentable square feet located in a server
room on the ground floor.Premises Address:
    
    6200 Stoneridge Mall Road, Suite 500
Pleasanton, California 94588Project:
    
    Pleasanton Corporate Commons, 6200  6230 Stoneridge Mall
 vi




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Road, Pleasanton,
California, containing approximately 595,608 rentable square feet, together
with the land on which the Project is situated and all Common AreasBuilding:
    
    6200 Stoneridge Mall Road, Pleasanton, California, containing approximately
148,902 rentable square feetTenants Proportionate Share of Project:
    
    5.38%Tenants Proportionate Share of Building:
    
    21.51%Length of Term:
    
    Eighty-four (84) monthsCommencement Date:
    
    August 1, 2010Expiration Date:
    
    July 31, 2017
 Base Rent:Months
    
    Sq. Ft.
    
    Monthly Base Rate
    
    Monthly Base Rent1 - 6
    
    
    32,034
    
    
    
    × $0.00
    
    
    
    = $0.007 - 12
    
    
    32,034
    
    
    
    × $1.75
    
    
    
    = $56,059.5013 - 24
    
    
    32,034
    
    
    
    × $1.80
    
    
    
    = $57,661.2025 - 36
    
    
    32,034
    
    
    
    × $1.85
    
    
    
    = $59,262.9037 - 48
    
    
    32,034
    
    
    
    × $1.90
    
    
    
    = $60,864.6049 - 60
    
    
    32,034
    
    
    
    × $1.95
    
    
    
    = $62,466.3061 - 72
    
    
    32,034
    
    
    
    × $2.00
    
    
    
    = $64,068.0073 - 84
    
    
    32,034
    
    
    
    × $2.05
    
    
    
    = $65,669.70
 Prepaid Base Rent:
    
    Fifty-Six Thousand Fifty-Nine and 50/100 Dollars ($56,059.50)Month(s) to which Prepaid Base Rent will
be Applied:
    
    Seventh (7th) month of the TermBase Year:
    
    2010Security Deposit:
    
    Six Hundred Thousand Dollars ($600,000.00)
 vii




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Permitted Use:
    
    General office and administrative use, including a software lab and customer
training.Unreserved Parking Spaces:
    
    One Hundred Twelve (112) nonexclusive and undesignated parking spacesBroker(s):
    
    Colliers International (Landlords Broker) 
Cushman & Wakefield (Tenants Broker)
 viii




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Office Lease Agreement
 This Office Lease Agreement Basic Lease Information Lease
 1. Demise
 Landlord does
hereby lease to Tenant, and Tenant does hereby hire and take from Landlord Premises
 2. Premises
 Building Project Exhibit A Parking Areas Common Areas
  1




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3. Term
 Term Commencement Date Expiration
Date
 4. Rent
 Base Rent Base Rent
  Additional Rent
 Additional Rent
  2




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Operating Expenses
 Common Area Operating Expenses
 Parking Charges; Public Transportation Expenses
 Maintenance and Repair Costs Systems
 3




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Life Safety and Security Costs
 Management and Administration
 Capital Improvements
  Insurance Expenses
 4




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Utility Expenses Utilities
 Taxes
 5




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Base Year
 Base Operating Expenses
 Base Insurance Expenses
 Base Taxes
 Base Utility Expenses Reduced Electrical Rate
 Computation Year
 Exclusions from Expenses. Expense Exclusions
  6




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Payment of Additional Rent
  7




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Proportionate Share Proportionate Share
 8




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General Payment Terms Rent llc
 Statements Binding
 Audit Rights CPA
 9




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Report Date Third CPA Expense Period
 5. Utilities and Services
 Normal Business Hours
 10




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After Hours HVAC
 Electric Service Provider
 11




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12




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6. Late Charge
  7. Security Deposit
 Security Deposit Letter of Credit Bank Rating
Standard
 13




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Security
Deposit Value Security Deposit Reduction Date Security Deposit Value
 Security DepositReduction Date
    
    Security Deposit ValueAugust 1, 2012
    
    $
    500,000August 1, 2013
    
    $
    400,000August 1, 2014
    
    $
    300,000August 1, 2015
    
    $
    200,000August 1, 2016
    
    $
    150,000
   14




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Cash Deposit
 15




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Security Expiration Date
 8. Possession
 Tenants Right of Possession
 Early Access. Estimated Delivery Date
 Delay in Delivering Possession
 16




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Landlords Agents
 9. Use of Premises
 Permitted Use Tenants Agents
 Compliance with Governmental Regulations and Private Restrictions Laws Private Restrictions
 17




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Compliance with Americans with Disabilities Act et seq. ADA
 Landlord Representations
 Roof Access. Dish
 18




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10. Acceptance of Premises
 as is
 Exhibit A
 19




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Existing Wiring
 11. Surrender
  12. Alterations and Additions
 Alteration Alterations
 20




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21




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13. Maintenance and Repairs of Premises
 Maintenance by Tenant
 Maintenance by Landlord
 22




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Tenants Waiver of Rights
 14. Landlords Insurance
  15. Tenants Insurance
 Commercial General Liability Insurance llc Landlords Insureds
 23




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Personal Property Insurance Tenants Property
 Workers Compensation Insurance; Employers Liability Insurance
 Evidence of Coverage
 16. Indemnification
 Of Landlord
 24




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No Impairment of Insurance
 17. Subrogation
  18. Signs
 Project Standard Signage
 Monument Signage Monument Sign
 25




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Parapet Signage
 Parapet Sign
 th
 General Requirements Signage Criteria
 26




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19. Free From Liens
  20. Entry By Landlord
  27




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##### 



21. Destruction and Damage
  Casualty Discovery Date
    28




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##### 



29




---



##### 



22. Condemnation
 Condemnation
  30




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##### 



23. Assignment and Subletting
   31




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##### 



32




---



##### 



33




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##### 



34




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24.
    
    Default
 Default
   Guarantor
     35




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Chronic delinquency
 Chronic overuse
     36




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25.
    
    Landlords Remedies
 Termination
       worth at the time of award worth at the time of award
 37




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##### 



Continuation of Lease
   Re-entry
 Reletting
 Termination
 38




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Cumulative Remedies
 No Surrender
 26. Landlords Right to Perform Tenants Obligations
    27. Attorneys Fees
  39




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##### 



28. Taxes
  29. Effect of Conveyance
  30. Tenants Estoppel Certificate
 Exhibit D
 40




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##### 



31. Subordination
 Superior Lease(s) Superior Mortgage(s) Superior Lessor Superior Mortgagee
 Exhibit E
 Successor Landlord
 41




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##### 



32. Environmental Covenants
 Hazardous Materials
 Environmental Laws et seq. et seq. et seq. et
seq. et seq. et seq.
 42




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43




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Mold Prevention
Practices
  Mold Conditions
     44




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##### 



33. Notices
  34. Waiver
  35. Holding Over
  36. Successors and Assigns
  45




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##### 



37. Time
  38. Brokers
  39. Limitation of Liability
 Landlord Parties
 46




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##### 



40. Financial Statements
  41. Rules and Regulations
 Exhibit C Rules and Regulations
 42. Mortgagee Protection
 Modifications for Lender
 Rights to Cure Holder
 43. Parking
  47




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Visitors
  48




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##### 



44. Entire Agreement
  45. Interest
  46. Governing Law; Construction
  47. Representations and Warranties of Tenant
    49




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##### 



Anti-Terrorism Law Executive Order No. 13224 Prohibited Person http://www.treas.gov/ofac/t11sdn.pdf USA Patriot Act
 48. Name of Building
  50




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##### 



49. Security
   50. Jury Trial Waiver
  51. Recordation
  51




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##### 



52. Right to Lease
  53. Force Majeure
 Force
Majeure
 54. Renewal Option (With FMV Rent)
 Exercise of Option Option Extension Term Extension Notice
 Procedures for Determining Prevailing Market Rate
   52




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##### 



Negotiation
Period Landlords Determination Tenants
Determination
   Appraisal
Panel
 53




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##### 



Prevailing Market Rate Prevailing Market
Rate Comparison
Leases
 55. Right of First Offer.
 Right of First Offer th First Offer Space
 54




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First Offer Space
Availability Notice First Offer Notice
 First Offer Commencement Date as-is
  56. Termination Option
 Termination Option
 Termination Notice
 55




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##### 



Termination Date
 57. Server Room Equipment
 Exhibit F IT Equipment
   th
 56




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##### 



Cooling Tower
  58. Contingency
 Schwab
 59. Counterparts
  57




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##### 



60. Acceptance
  58




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##### 



Landlord:
    
    6200 Stoneridge Mall Road Investors, llc,
a Delaware limited liability company
 By:
    
    TPF Equity REIT Operating Partnership LP,
a Delaware limited partnership,
its sole member
 By:
    
    TPF Equity REIT Operating Partnership GPllc,
a Delaware limited liability company,
its general partner
 By:Name:Title: Tenant:
    Callidus Software Inc.,
a Delaware corporationBy:Name:Title:
 S-1




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Exhibit A
 Diagram of the Premises
 
 A-1




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##### 



A-2




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Exhibit B
 Tenant Improvements Work Letter
 Exhibit B Exhibit B Exhibit B
  1. Tenant Improvements
 1.1 Tenant Improvement Allowance Tenant Improvement Allowance Tenant
Improvements
 1.2 Disbursement of the Tenant Improvement Allowance
 Tenant Improvement Allowance Items Tenant Improvement Allowance
Items
  B-1




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##### 



Disbursement of Tenant Improvement Allowance
 Monthly Disbursements Submittal Date
 B-2




---



##### 



Non-Construction Allowance Items Final Retention
 Final Retention
 B-3




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##### 



Other Terms
 Tenant Improvement Specifications
 2.
    
    Construction Drawings
 2.1 Selection of Architect/Construction Drawings Architect Engineers Construction Drawings Consent
 2.2 Final Space Plan Final Space Plan
 B-4




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##### 



2.3 Completion of Construction Drawings
 2.4 Approved Construction Drawings Approved Construction Drawings Permits
 2.5 Change Orders Drawing Change Notice Tenant Change
 B-5




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##### 



3.
    
    Construction of the Tenant Improvements
 3.1 Tenants Selection of Contractors
 The Contractor Contractor
 Tenants Agents Tenants
Agents Tenants
Contractors
 3.2 Construction of Tenant Improvements by Tenants Agents
 Construction Contract Contract
 Tenants Agents
 Landlords General Conditions for Tenants Agents and Tenant Improvement Work
 B-6




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Indemnity
 Requirements of Tenants Agents
 Insurance Requirements
 General Coverages
 Special Coverages
 B-7




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General Terms
 Governmental Compliance
 Inspection by Landlord
 Meetings
 B-8




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##### 



3.3 Notice of Completion; Copy of Record Set of Plans
 4.
    
    Miscellaneous
 4.1 Tenants Representative please provide
 4.2 Landlords Representative to be provided
 4.3 Time of the Essence in This Tenant Work Letter
 4.4 Tenants Lease Default
 B-9




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B-10




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Exhibit C
 Rules and Regulations
 Exhibit C Exhibit C Exhibit C
           C-1




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##### 



C-2




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##### 



Exhibit D
 Form of Estoppel Certificate
 Tenant        Landlord   Premises     Lease Exhibit A
   
 
 
 
 
 
 D-1




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##### 



In Witness Whereof
 Tenant:
    ,aBy:Name:Title: D-2




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##### 



Exhibit E
 Form of Subordination, Non-Disturbance and Attornment Agreement
 This Agreement             Mortgagee           Tenant
 Recitals:
 I.
    
    Tenant has entered into a certain lease (Lease) dated , 20, with
, as lessor (Landlord) covering certain premises known as
, being part of a premises commonly known as  and
located in  (the Premises).II.
    
    Mortgagee has agreed to make a mortgage loan in the amount of  Dollars
($) (together with all amendments, modifications, supplements, renewals, extensions,
spreaders and consolidations thereto, the Mortgage) to Landlord, secured by the
Premises, and the parties desire to set forth their agreement herein.
 Now, Therefore
 A.
    
    Said Lease is and shall be subject and subordinate to the Mortgage insofar as it affects the
real property of which the Premises form a part to the full extent of the amounts secured
thereby and interest thereon.B.
    
    Tenant agrees that it will attorn to and recognize any purchaser at a foreclosure sale under
the Mortgage, any transferee who acquires the Premises by deed in lieu of foreclosure, and the
successors and assigns of such purchaser(s), as its landlord for the unexpired balance (and
any extensions, if exercised) of the term of said Lease upon the same terms and conditions set
forth in said Lease.C.
    
    If it becomes necessary to foreclose the Mortgage, Mortgagee will not terminate said Lease
nor join Tenant in summary or foreclosure proceedings (unless such joinder shall be required
to protect Mortgagees interest under the Mortgage and in which case Mortgagee shall not seek
affirmative relief from Tenant in such action or proceeding) so long as Tenant is not in
default under any of the terms, covenants, or condition of said Lease.D.
    
    If Mortgagee succeeds to the interest of Landlord under the Lease, Mortgagee shall not be:
 1.
    
    liable for any act or omission of any prior landlord (including Landlord); or2.
    
    liable for the return of any security deposit not delivered to Mortgagee by
Landlord; or
 Addendum-1




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##### 



3.
    
    subject to any offsets or defenses which Tenant might have against any prior
landlord (including Landlord); or4.
    
    bound by any rent or additional rent which Tenant might have paid for more than the
current month to any prior landlord (including Landlord); or5.
    
    bound by any amendment, modification, extensions or renewal of the Lease made
without Lenders consent; or6.
    
    bound by any representation or warranty not in the Lease made by any prior landlord
(including Landlord).
 E.
    
    This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and
their successors and assigns.F.
    
    Tenant agrees to give Mortgagee, by registered or certified mail, return receipt requested, a
copy of any notice of default served upon Landlord, provided that prior to such notice Tenant
has been notified in writing (by way of Notice of Assignment of Rent and Leases, or otherwise)
of the address of such Mortgagee. Tenant further agrees that Tenant shall not terminate the
Lease nor abate rents thereunder or claim an offset against rents thereunder unless notice has
been given to Mortgagee and Mortgagee has been given a reasonable period of time (including a
period of time to commence and complete a foreclosure proceeding) to cure such default.G.
    
    Tenant acknowledges that it has notice that Landlords interest under the Lease and the rents
thereunder have been collaterally assigned to Mortgagee as part of the security for the
obligations secured by the Mortgage. Notice from Mortgagee to Tenant directing payment of
rent and all other sums due under the Lease shall have the same effect under the Lease as a
notice to Tenant from Landlord and Tenant agrees to be bound by such notice. In the event of
any conflict or inconsistency between a notice from Landlord and a notice from Mortgagee, the
notice from Mortgagee shall control.H.
    
    This Agreement shall not be modified, amended or terminated except by a writing duly executed
by the party against whom the same is sought to be enforced.I.
    
    This Agreement shall be governed by and construed in accordance with the internal laws (as
opposed to the laws of conflicts) of the state in which the Premises are located.
 Addendum-2




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In Witness Whereof
 Date
    Mortgagee:By:Its:Address:Date
    Tenant:By:Its: Addendum-3




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##### 



Exhibit F
 List of IT Equipment
 1.
    
    Liebert AC Unit #12.
    
    Liebert AC Unit #23.
    
    UPS4.
    
    UPS bypass5.
    
    Distribution panel (3)6.
    
    large security panels (2)7.
    
    small security panels (6)8.
    
    backboard with copper wires9.
    
    data panels on backboard (6)10.
    
    teltrend machines (3)11.
    
    X Large racks (2)12.
    
    Siemens server racks (2)13.
    
    large lockers (3)14.
    
    Compaq lockers (3)15.
    
    Liebert alarm16.
    
    security panel17.
    
    security monitor