**Exhibit 10.22**

 

**FOURTH AMENDMENT TO LEASE**

**(Creekside)**

** **

THIS FOURTH AMENDMENT TO LEASE (“**Fourth Amendment**”) is made and entered intoas of the            day ofMarch, 2005, by and between SORRENTO VALLEY ROAD, LLC, a Delaware limitedliability company (“**Landlord**”) andWEBSENSE, INC., a Delaware corporation (“**Tenant**”).

 

RECITALS:

 

A.                                   Legacy-RECPSorrento OPCO, LLC, a Delaware limited liability company (“**Original Landlord**”) and Tenant entered intothat certain Office Lease dated as of April 19, 2002 (the “**Original Lease**”), as amended by (i) thatcertain First Amendment to Lease dated as of October 1, 2002 by andbetween Original Landlord and Tenant (the “**FirstAmendment**”), (ii) that certain Second Amendment to Lease datedas of April 30, 2003 by and between Tenant and Landlord (assuccessor-in-interest in the Lease to Original Landlord) (the “**Second Amendment**”), and (iii) thatcertain Third Amendment to Lease dated as of July 30, 2004 by and betweenTenant and Landlord (the “**Third Amendment**”),whereby Landlord leased to Tenant and Tenant leased from Landlord certainoffice space located in the Project.  TheOriginal Lease, as amended by the First Amendment,  the Second Amendment and the Third Amendment,may be referenced to herein as the “**Lease**.”

 

B.                                     Bythis Fourth Amendment, Landlord and Tenant desire to (i) confirm theExpansion Space Commencement Date of Tenant’s lease of the Expansion Space (assuch terms are defined in the Third Amendment), (ii) memorialize Landlord’sand Tenant’s agreement regarding the performance of certain work in theExpansion Space, and (iii) to otherwise modify the Lease as providedherein.

 

C.                                     Unlessotherwise defined herein, capitalized terms as used herein shall have the samemeanings as given thereto in the Lease.

 

NOW, THEREFORE, in consideration of the foregoingrecitals and the mutual covenants contained herein, and for other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto hereby agree as follows:

 

AGREEMENT:

 

1.                                       ExpansionSpace Commencement Date. Landlord and Tenant hereby acknowledge and agree that the ExpansionSpace Commencement Date of Tenant’s leasing of the Expansion Space (describedin the Third Amendment) is December 30, 2004.

 

2.                                       Landlord’sFurther Improvement Work in the Expansion Space.  Tenant acknowledges and agrees that Landlordhas, as of the date hereof, performed the following work (collectively, “**Landlord’s Work**”) in the ExpansionSpace:  (i) repaired the waterdamage in the kitchen and other areas in the Expansion Space affected by suchwater damage; (ii) installed three (3) Carrier rooftop units to coolthe “improved” area of the Expansion Space that were previously serviced by theexisting Liebert units (which Carrier rooftop units were also ducted andprepared for normal office use by Landlord); (iii) installed a Carrier 6-tonrooftop air conditioning heat pump unit over the “shell” space of the ExpansionSpace (with Tenant, at its cost, to distribute the air generated by the heat pumpas and when desired by Tenant); and (iv) repaired the leaks in therooftop, which rooftop will continue to be monitored by Landlord for furtherrepair as needed.  In addition to theforegoing, Landlord will, at Landlord’s sole cost and expense, on or before March 31,2005 (or as soon thereafter as reasonably possible), remove the existingLiebert units and repair any structural damage caused by such removal;provided, however, that Tenant shall perform any other remediation/improvementwork required as a result of such removal or as otherwise may be desired byTenant.

 

3.                                       Tenant’sand Landlord’s Repair Obligations for the Expansion Space.  Landlord and Tenant acknowledge and agreethat Landlord’s and Tenant’s repair obligations with respect to the Premises(as provided in and subject to the terms and provisions of the Lease) alsoapply to the Expansion Space.

 

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4.                                       Releaseof Liability.  This FourthAmendment shall fully and finally settle all demands, charges, claims, accountsor causes of action of any nature, including, without limitation, both knownand unknown claims and causes of action that may arise out of or in connectionwith the obligations of the parties pertaining to the condition of the ExpansionSpace andLandlord’s Work.

 

Each of the parties expressly waives the provisions ofCalifornia Civil Code Section 1542, which provides:

 

“Ageneral release does not extend to claims which the creditor does not know orsuspect to exist in his favor at the time of executing the release, which ifknown by him must have materially affected his settlement with the debtor.”

 

Each party acknowledges that it has received the advice oflegal counsel with respect to the aforementioned waiver and understands theterms thereof.

 

5.                                       Brokers.  Each party represents and warrants to theother that no broker, agent or finder negotiated or was instrumental innegotiating or consummating this Fourth Amendment.  Each party further agrees to defend,indemnify and hold harmless the other party from and against any claim forcommission or finder’s fee by any entity who claims or alleges that they wereretained or engaged by the first party or at the request of such party inconnection with this Fourth Amendment.

 

6.                                       SigningAuthority.  Each individual executing this Fourth Amendmenton behalf of Tenant hereby represents and warrants that Tenant is a duly formedand existing entity qualified to do business in the State of California andthat Tenant has full right and authority to execute and deliver this FourthAmendment and that each person signing on behalf of Tenant is authorized to doso.

 

7.                                       NoFurther Modification.  Except as setforth in this Fourth Amendment, all of the terms and provisions of the Leaseshall remain unmodified and in full force and effect.

 

IN WITNESS WHEREOF, this Fourth Amendment has beenexecuted as of the day and year first above written.

 
|   | “Landlord”:                 |
|--------|---------------------------------------|
|   |                                  |
|   | SORRENTO  VALLEY ROAD, LLC.,          |
|   | a  Delaware limited liability company |
|   |                                  |
|   | By:                                   | Principal  Life Insurance Company, an Iowa  Corporation, its sole member |
|   |                                  |   |
|   |                                  | By: | Principal  Real Estate Investors, LLC, a  Delaware limited liability company, its  authorized signatory |
|   |                                  |   |   |
|   |                                  |   | By: |   |   |
|   |                                  |   |   |
|   |                                  |   | Title: |   |   |
|   |                                  |   |   |
|   | “Tenant”:                   |
|   |                                  |
|   | WEBSENSE,  INC.,                      |
|   | a  Delaware corporation               |
|   |                                  |   |
|   | By:                                   |   |   |
|   |                                  | Name: |   |   |
|   |                                  | Its: |   |   |
|   |                                  |   |
|   |                                  |   |
|   | By:                                   |   |   |
|   |                                  | Name: |   |   |
|   |                                  | Its: |   |   |
|        |                                       |  |  |  |  |  |  |  |

 

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