exv10w12



 





Exhibit 10.12




CITY CENTER BELLEVUE

BELLEVUE, WASHINGTON




OFFICE LEASE AGREEMENT




BETWEEN




WA-CITY CENTER BELLEVUE, L.L.C.,

a Delaware limited liability company

(“LANDLORD”)




AND




INTELIUS, INC., a Delaware corporation

(“TENANT”)




 









 





OFFICE LEASE AGREEMENT




     THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of the 9 day
of February, 2004, by and between WA-CITY CENTER BELLEVUE, L.L.C., a Delaware limited
liability company (“Landlord”) and INTELIUS, INC., a Delaware corporation (“Tenant”). The
following exhibits and attachments are incorporated into and made a part of this Lease: Exhibit
A-1 (Outline and Location of Premises), Exhibit A-2 (Legal Description), Exhibit B (Expenses and
Taxes), Exhibit C (Work Letter), Exhibit D (Commencement Letter — Intentionally Omitted), Exhibit E
(Building Rules and Regulations) and Exhibit F (Additional Provisions).




	1.	 	Basic Lease Information.






	 	1.01	 	“Building” shall mean the building located at 500 108th Avenue NE,
Bellevue, Washington 98004 commonly known as City Center Bellevue. “Rentable Square
Footage of the Building” is deemed to be 472,587 square feet.
	 
	 	1.02	 	“Premises” shall mean the area shown on Exhibit A-1 to this Lease. The
Premises is located on the 16th floor and known as suite 1640. If the Premises include
one or more floors in their entirety, all corridors and restroom facilities located on
such full floor(s) shall be considered part of the Premises. The “Rentable Square
Footage of the Premises” is deemed to be 902 square feet. Landlord and Tenant
stipulate and agree that the Rentable Square Footage of the Building and the Rentable
Square Footage of the Premises are correct.
	 
	 	1.03	 	“Base Rent”:





	 	 	 	 	 	 	 	 	 
	 	 	Actual Rate	 	Monthly
	Period	 	Per Square Foot	 	Base Rent
	3/1/04 through 2/28/07
	 	$	22.50	 	 	$	1,691.25	 







	 	1.04	 	“Tenant’s Pro Rata Share": 0.1909%.
	 
	 	1.05	 	“Base Year” for Taxes (defined in Exhibit B): 2004; “Base Year” for Expenses
(defined in Exhibit B): 2004.
	 
	 	1.06	 	“Term": A period of 36 months. Subject to Section 3, the Term shall commence
on March 1, 2004 (the “Commencement Date") and, unless terminated early in accordance
with this Lease, end on February 28, 2007 (the “Termination Date").
	 
	 	1.07	 	Allowance(s): $25,337.18 (i.e., $28.09 multiplied by the Rentable Square
Footage of the Premises) per Exhibit C (Work Letter).
	 
	 	1.08	 	“Security Deposit": $5,000.00, as more fully described in Section 6.
	 
	 	1.09	 	“Guarantor(s)”: As of the date of this Lease, there are no Guarantors.
	 
	 	1.10	 	“Broker(s)”: Washington Partners, Inc. (“Tenant’s Broker”), which represented
Tenant in connection with this transaction, and Equity Office Properties Management
Corp. (“Landlord’s Broker"), which represented Landlord in connection with this
transaction.
	 
	 	1.11	 	“Permitted Use": General office use; provided that in no event shall the
Premises, or any portion of the Premises, be used (i) to operate a personnel employment
and/or placement service to be located on the 23rd floor of the Building;
(ii) to sell whole bean coffee, espresso or related coffee drinks of any kind; (iii)
for the preparation and sale of submarine sandwiches; (iv) to operate a business
engaged in the manufacture and retail sale of jewelry or (v) to operate an executive
suite service.




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	 	1.12	 	“Notice Address(es)”:





	 	 	 
	Landlord:	 	Tenant:
	 
	 	 
	WA-City Center Bellevue, L.L.C.

	 	On and after the Commencement Date, notices shall
	c/o Equity Office Management, L.L.C.

	 	be sent to Tenant at the Premises. Prior to the
	701 5th Avenue

	 	Commencement Date, notices to Tenant shall be sent
	Suite 4000

	 	to the following address:
	Seattle, Washington 98104

	 	 

	Attn: Property Manager, City Center Bellevue

	 	 

	 

	 	 








	 	 	 	A copy of any notices to Landlord shall be sent to Equity Office, One Market, Spear
Tower, Suite 600, San Francisco, California 94105, Attn: Seattle Regional Counsel.
	 
	 	1.13	 	“Business Day(s)” are Monday through Friday of each week, exclusive of New
Year’s Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day (“Holidays”). Landlord may designate additional Holidays that are
commonly recognized by other office buildings in the area where the Building is
located. “Building Service Hours” are 7:00 A.M. to 6:00 P.M. on Business Days and
8:00 A.M. to 1:00 P.M. on Saturdays.
	 
	 	1.14	 	“Landlord Work” means the work that landlord is obligated to perform in the
Premises pursuant to a separate agreement (the “Work Letter”) attached to this Lease as
Exhibit C.
	 
	 	1.15	 	“Property” means the Building and the parcel(s) of land on which it is located
and, at Landlord’s discretion, the parking facilities and other improvements, if any,
serving the Building and the parcel(s) of land on which they are located.






	2.	 	Lease Grant.





     The Premises are hereby leased to Tenant from Landlord, together with the right to use any
portions of the Property that are designated by Landlord for the common use of tenants and others
(the “Common Areas”).




	3.	 	Adjustment of Commencement Date; Possession.





     3.01 [Intentionally Omitted]



     3.02 Subject to Landlord’s obligation to perform Landlord Work, the Premises are accepted by
Tenant in “as is” condition and configuration without any representations or warranties by
Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order
and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of
the Premises or any other space due to the holdover or unlawful possession of such space by another
party, however Landlord shall use reasonable efforts to obtain possession of the space. The
commencement date for the space, in such event, shall be postponed until the date Landlord delivers
possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession
of the Premises before the Commencement Date, such possession shall be subject to the terms and
conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each
day of possession before the Commencement Date. However, except for the cost of services requested
by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of
possession before the Commencement Date during which Tenant, with the approval of Landlord, is in
possession of the Premises for the sole purpose of performing improvements or installing furniture,
equipment or other personal property. However, notwithstanding the foregoing but subject to the
terms of this Section 3.02, Landlord grants Tenant the right to enter the Premises, at Tenant’s
sole risk, after January 27th, solely for the purpose of installing telecommunications and data
cabling, equipment, furnishings and other personalty in the Premises. Landlord may withdraw such
permission to enter the Premises prior to the Commencement Date at any time that Landlord
reasonably determines that such entry by Tenant is causing a dangerous situation for Landlord,
Tenant or their respective contractors or employees, or if Landlord reasonably determines that such
entry by Tenant is hampering or otherwise preventing Landlord from proceeding with the completion
of Landlord’s Work at the earliest possible date.




	4.	 	Rent.





     4.01 Tenant shall pay Landlord, without any setoff or deduction, unless expressly set forth in
this Lease, all Base Rent and Additional Rent due for the Term (collectively referred to as
“Rent”). “Additional Rent” means all sums (exclusive of Base Rent) that Tenant is required to pay
Landlord under this Lease. Tenant shall pay and be liable for all rental, sales and use taxes (but
excluding income taxes), if any, imposed upon or measured by Rent. Base Rent and recurring monthly
charges of



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Additional Rent shall be due and payable in advance on the first day of each calendar month without
notice or demand, provided that the installment of Base Rent for the first full calendar month of
the Term, and the first monthly installment of Additional Rent for Expenses and Taxes, shall be
payable upon the execution of this Lease by Tenant. All other items of Rent shall be due and
payable by Tenant on or before 30 days after billing by Landlord. Rent shall be made payable to
the entity, and sent to the address, Landlord designates and shall be made by good and sufficient
check or by other means acceptable to Landlord. Tenant shall pay Landlord an administration fee
equal to 5% of all past due Rent, provided that Tenant shall be entitled to a grace period of 5
days for the first 2 late payments of Rent in a calendar year. In addition, past due Rent shall
accrue interest at 12% per annum. Landlord’s acceptance of less than the correct amount of Rent
shall be considered a payment on account of the earliest Rent due. Rent for any partial month
during the Term shall be prorated. No endorsement or statement on a check or letter accompanying
payment shall be considered an accord and satisfaction. Tenant’s covenant to pay Rent is
independent of every other covenant in this Lease.




     4.02 Tenant shall pay Tenant’s Pro Rata Share of Taxes and Expenses in accordance with Exhibit
B of this Lease.




	5.	 	Compliance with Laws; Use.





     The Premises shall be used for the Permitted Use and for no other use whatsoever. Tenant
shall comply with all statutes, codes, ordinances, orders, rules and regulations of any municipal
or governmental entity whether in effect now or later, including the Americans with Disabilities
Act (“Law(s)”), regarding the operation of Tenant’s business and the use, condition, configuration
and occupancy of the Premises. In addition, Tenant shall, at its sole cost and expense, promptly
comply with any Laws that relate to the “Base Building” (defined below), but only to the extent
such obligations are triggered by Tenant’s use of the Premises, other than for general office use,
or Alterations or improvements in the Premises performed or requested by Tenant. “Base Building”
shall include the structural portions of the Building, the public restrooms and the Building
mechanical, electrical and plumbing systems and equipment located in the internal core of the
Building on the floor or floors on which the Premises are located. Tenant shall promptly provide
Landlord with copies of any notices it receives regarding an alleged violation of Law. Tenant
shall comply with the rules and regulations of the Building attached as Exhibit E and such other
reasonable rules and regulations adopted by Landlord from time to time, including rules and
regulations for the performance of Alterations (defined in Section 9).




	6.	 	Security Deposit.





     The Security Deposit shall be delivered to Landlord upon the execution of this Lease by Tenant
and held by Landlord without liability for interest (unless required by Law) as security for the
performance of Tenant’s obligations. The Security Deposit is not an advance payment of Rent or a
measure of damages. Landlord may use all or a portion of the Security Deposit to satisfy past due
Rent or to cure any Default (defined in Section 18) by Tenant. If Landlord uses any portion of the
Security Deposit, Tenant shall, within 5 days after demand, restore the Security Deposit to its
original amount. Landlord shall return any unapplied portion of the Security Deposit to Tenant
within 45 days after the later to occur of: (a) determination of the final Rent due from Tenant; or
(b) the later to occur of the Termination Date or the date Tenant surrenders the Premises to
Landlord in compliance with Section 25. Landlord may assign the Security Deposit to a successor or
transferee and, following the assignment, Landlord shall have no further liability for the return
of the Security Deposit. Landlord shall not be required to keep the Security Deposit separate from
its other accounts.




	7.	 	Building Services.





     7.01 Landlord shall furnish Tenant with the following services: (a) water for use in the Base
Building lavatories; (b) customary heat and air conditioning in season during Building Service
Hours. Tenant shall have the right to receive HVAC service during hours other than Building
Service Hours by paying Landlord’s then standard charge for additional HVAC service and providing
such prior notice as is reasonably specified by Landlord; (c) standard janitorial service on
Business Days; (d) Elevator service; (e) Electricity in accordance with the terms and conditions in
Section 7.02; and (f) such other services as Landlord reasonably determines are necessary or
appropriate for the Property.



     7.02 Electricity used by Tenant in the Premises shall, at Landlord’s option, be paid for by
Tenant either: (a) through inclusion in Expenses (except as provided for excess usage); (b) by a
separate charge payable by Tenant to Landlord; or (c) by separate charge billed by the applicable
utility company and payable directly by Tenant. Without the consent of Landlord, Tenant’s use of
electrical service shall not exceed, either in voltage, rated capacity, use beyond Building Service
Hours or overall load, that which Landlord reasonably deems to be standard for the Building.
Landlord shall have the right to measure electrical usage by commonly accepted methods. If it is
determined that Tenant is using excess electricity, Tenant shall pay Landlord for the cost of such
excess electrical usage as Additional Rent.



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     7.03 Landlord’s failure to furnish, or any interruption, diminishment or termination of
services due to the application of Laws, the failure of any equipment, the performance of repairs,
improvements or alterations, utility interruptions or the occurrence of an event of Force Majeure
(defined in Section 26.03) (collectively a “Service Failure”) shall not render Landlord liable to
Tenant, constitute a constructive eviction of Tenant, give rise to an abatement of Rent, nor
relieve Tenant from the obligation to fulfill any covenant or agreement. However, if the Premises,
or a material portion of the Premises, are made untenantable for a period in excess of 3
consecutive Business Days as a result of a Service Failure that is reasonably within the control of
Landlord to correct, then Tenant, as its sole remedy, shall be entitled to receive an abatement of
Rent payable hereunder during the period beginning on the 4th consecutive Business Day
of the Service Failure and ending on the day the service has been restored. If the entire Premises
have not been rendered untenantable by the Service Failure, the amount of abatement shall be
equitably prorated.




	8.	 	Leasehold Improvements.





     All improvements in and to the Premises, including any Alterations (collectively, “Leasehold
Improvements”) shall remain upon the Premises at the end of the Term without compensation to
Tenant. Landlord, however, by written notice to Tenant at least 30 days prior to the Termination
Date, may require Tenant, at its expense, to remove (a) any Cable (defined in Section 9.01)
installed by or for the benefit of Tenant, and (b) any Landlord Work or Alterations that, in
Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that
are materially in excess of the removal and repair costs associated with standard office
improvements (collectively referred to as “Required Removables”). Required Removables shall
include, without limitation, internal stairways, raised floors, personal baths and showers, vaults,
rolling file systems and structural alterations and modifications. The designated Required
Removables shall be removed by Tenant before the Termination Date. Tenant shall repair damage
caused by the installation or removal of Required Removables. If Tenant fails to perform its
obligations in a timely manner, Landlord may perform such work at Tenant’s expense. Tenant, at the
time it requests approval for a proposed Alteration, may request in writing that Landlord advise
Tenant whether the Alteration or any portion of the Alteration is a Required Removable. Within 10
days after receipt of Tenant’s request, Landlord shall advise Tenant in writing as to which
portions of the Alteration are Required Removables.




	9.	 	Repairs and Alterations.





     9.01 Tenant shall periodically inspect the Premises to identify any conditions that are
dangerous or in need of maintenance or repair. Tenant shall promptly provide Landlord with notice
of any such conditions. Tenant shall, at its sole cost and expense, perform all maintenance and
repairs to the Premises that are not Landlord’s express responsibility under this Lease, and keep
the Premises in good condition and repair, reasonable wear and tear excepted. Tenant’s repair and
maintenance obligations include, without limitation, repairs to: (a) floor covering; (b) interior
partitions; (c) doors; (d) the interior side of demising walls; (e) electronic, phone and data
cabling and related equipment that is installed by or for the exclusive benefit of Tenant
(collectively, “Cable”); (f) supplemental air conditioning units, kitchens, including hot water
heaters, plumbing, and similar facilities exclusively serving Tenant; and (g) Alterations. To the
extent Landlord is not reimbursed by insurance proceeds, Tenant shall reimburse Landlord for the
cost of repairing damage to the Building caused by the acts of Tenant, Tenant Related Parties and
their respective contractors and vendors. If Tenant fails to make any repairs to the Premises for
more than 15 days after notice from Landlord (although notice shall not be required in an
emergency), Landlord may make the repairs, and Tenant shall pay the reasonable cost of the repairs,
together with an administrative charge in an amount equal to 10% of the cost of the repairs.



     9.02 Landlord shall keep and maintain in good repair and working order and perform maintenance
upon the: (a) structural elements of the Building; (b) mechanical (including HVAC), electrical,
plumbing and fire/life safety systems serving the Building in general; (c) Common Areas; (d) roof
of the Building; (e) exterior windows of the Building; and (f) elevators serving the Building.
Landlord shall promptly make repairs for which Landlord is responsible.



     9.03 Tenant shall not make alterations, repairs, additions or improvements or install any
Cable (collectively referred to as “Alterations”) without first obtaining the written consent of
Landlord in each instance, which consent shall not be unreasonably withheld or delayed. However,
Landlord’s consent shall not be required for any Alteration that satisfies all of the following
criteria (a “Cosmetic Alteration”): (a) is of a cosmetic nature such as painting, wallpapering,
hanging pictures and installing carpeting; (b) is not visible from the exterior of the Premises or
Building; (c) will not affect the Base Building; and (d) does not require work to be performed
inside the walls or above the ceiling of the Premises. Cosmetic Alterations shall be subject to
all the other provisions of this Section 9.03. Prior to starting work, Tenant shall furnish
Landlord with plans and specifications; names of contractors reasonably acceptable to Landlord
(provided that Landlord may designate specific contractors with respect to Base Building); required
permits and approvals; evidence of contractor’s and subcontractor’s insurance in amounts reasonably
required by Landlord and naming Landlord as an additional insured;



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and any security for performance in amounts reasonably required by Landlord. Changes to the plans
and specifications must also be submitted to Landlord for its approval. Alterations shall be
constructed in a good and workmanlike manner using materials of a quality reasonably approved by
Landlord. Tenant shall reimburse Landlord for any sums paid by Landlord for third party
examination of Tenant’s plans for non-Cosmetic Alterations. In addition, Tenant shall pay Landlord
a fee for Landlord’s oversight and coordination of any non-Cosmetic Alterations equal to 7% of the
cost of the Alterations. Upon completion, Tenant shall furnish “as-built” plans for non-Cosmetic
Alterations, completion affidavits and full and final waivers of lien. Landlord’s approval of an
Alteration shall not be deemed a representation by Landlord that the Alteration complies with Law.





	10.	 	Entry by Landlord.





     Landlord may enter the Premises to inspect, show or clean the Premises or to perform or
facilitate the performance of repairs, alterations or additions to the Premises or any portion of
the Building. Except in emergencies or to provide Building services, Landlord shall provide Tenant
with reasonable prior verbal notice of entry and shall use reasonable efforts to minimize any
interference with Tenant’s use of the Premises. If reasonably necessary, Landlord may temporarily
close all or a portion of the Premises to perform repairs, alterations and additions. However,
except in emergencies, Landlord will not close the Premises if the work can reasonably be completed
on weekends and after Building Service Hours. Entry by Landlord shall not constitute a
constructive eviction or entitle Tenant to an abatement or reduction of Rent.




	11.	 	Assignment and Subletting.





     11.01 Except in connection with a Permitted Transfer (defined in Section 11.04), Tenant shall
not assign, sublease, transfer or encumber any interest in this Lease or allow any third party to
use any portion of the Premises (collectively or individually, a “Transfer”) without the prior
written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or
delayed if Landlord does not exercise its recapture rights under Section 11.02. If the entity
which controls the voting shares/rights of Tenant changes at any time, such change of ownership or
control shall constitute a Transfer unless Tenant is an entity whose outstanding stock is listed on
a recognized securities exchange or if at least 80% of its voting stock is owned by another entity,
the voting stock of which is so listed. Any attempted Transfer in violation of this Section is
voidable by Landlord. In no event shall any Transfer, including al Permitted Transfer, release or
relieve Tenant from any obligation under this Lease.



     11.02 Tenant shall provide Landlord with financial statements for the proposed transferee, a
fully executed copy of the proposed assignment, sublease or other Transfer documentation and such
other information as Landlord may reasonably request. Within 15 Business Days after receipt of the
required information and documentation, Landlord shall either: (a) consent to the Transfer by
execution of a consent agreement in a form reasonably designated by Landlord; (b) reasonably refuse
to consent to the Transfer in writing; or (c) in the event of an assignment of this Lease or
subletting of more than 20% of the Rentable Square Footage of the Premises for more than 50% of the
remaining Term (excluding unexercised options), recapture the portion of the Premises that Tenant
is proposing to Transfer. If Landlord exercises its right to recapture, this Lease shall
automatically be amended (or terminated if the entire Premises is being assigned or sublet) to
delete the applicable portion of the Premises effective on the proposed effective date of the
Transfer. Tenant shall pay Landlord a review fee of $1,500.00 for Landlord’s review of any
Permitted Transfer or requested Transfer.



     11.03 Tenant shall pay Landlord 50% of all rent and other consideration which Tenant receives
as a result of a Transfer that is in excess of the Rent payable to Landlord for the portion of the
Premises and Term covered by the Transfer. Tenant shall pay Landlord for Landlord’s share of the
excess within 30 days after Tenant’s receipt of the excess. Tenant may deduct from the excess, on
a straight-line basis, all reasonable and customary expenses directly incurred by Tenant
attributable to the Transfer. If Tenant is in Default, Landlord may require that all sublease
payments be made directly to Landlord, in which case Tenant shall receive a credit against Rent in
the amount of Tenant’s share of payments received by Landlord.



     11.04 Tenant may assign this Lease to a successor to Tenant by purchase, merger, consolidation
or reorganization (an “Ownership Change”) or assign this Lease or sublet all or a portion of the
Premises to an Affiliate without the consent of Landlord, provided that all of the following
conditions are satisfied (a “Permitted Transfer”): (a) Tenant is not in Default; (b) in the event
of an Ownership Change, Tenant’s successor shall own substantially all of the assets of Tenant and
have a net worth which is at least equal to Tenant’s net worth as of the day prior to the proposed
Ownership Change; (c) the Permitted Use does not allow the Premises to be used for retail purposes;
and (d) Tenant shall give Landlord written notice at least 15 Business Days prior to the effective
date of the Permitted Transfer. Tenant’s notice to Landlord shall include information and
documentation evidencing the Permitted Transfer and showing that each of the above conditions has
been satisfied. If requested by Landlord, Tenant’s successor shall sign a commercially reasonable
form of assumption agreement. “Affiliate” shall mean an entity controlled by, controlling or under
common control with Tenant.



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	12.	 	Liens.





     Tenant shall not permit mechanics’ or other liens to be placed upon the Property, Premises or
Tenant’s leasehold interest in connection with any work or service done or purportedly done by or
for the benefit of Tenant or its transferees. Tenant shall give Landlord notice at least 15 days
prior to the commencement of any work in the Premises to afford Landlord the opportunity, where
applicable, to post and record notices of non-responsibility. Tenant, within 10 days of notice
from Landlord, shall fully discharge any lien by settlement, by bonding or by insuring over the
lien in the manner prescribed by the applicable lien Law. If Tenant fails to do so, Landlord may
bond, insure over or otherwise discharge the lien. Tenant shall reimburse Landlord for any amount
paid by Landlord, including, without limitation, reasonable attorneys’ fees.




	13.	 	Indemnity and Waiver of Claims.





     Tenant hereby waives all claims against and releases Landlord and its trustees, members,
principals, beneficiaries, partners, officers, directors, employees, Mortgagees (defined in Section
23) and agents (the “Landlord Related Parties”) from all claims for any injury to or death of
persons, damage to property or business loss in any manner related to (a) Force Majeure, (b) acts
of third parties, (c) the bursting or leaking of any tank, water closet, drain or other pipe, (d)
the inadequacy or failure of any security services, personnel or equipment, or (e) any matter not
within the reasonable control of Landlord. Except to the extent caused by the negligence or
willful misconduct of Landlord or any Landlord Related Parties, Tenant shall indemnify, defend and
hold Landlord and Landlord Related Parties harmless against and from all liabilities, obligations,
damages, penalties, claims, actions, costs, charges and expenses, including, without limitation,
reasonable attorneys’ fees and other professional fees (if and to the extent permitted by Law)
(collectively referred to as “Losses”) which may be imposed upon, incurred by or asserted against
Landlord or any of the Landlord Related Parties by any third party and arising out of or in
connection with any damage or injury occurring in the Premises or any acts or omissions (including
violations of Law) of Tenant, the Tenant Related Parties or any of Tenant’s transferees,
contractors or licensees. Except to the extent caused by the negligence or willful misconduct of
Tenant or any Tenant Related Parties, Landlord shall indemnify, defend and hold Tenant, its
trustees, members, principals, beneficiaries, partners, officers, directors, employees and agents
(“Tenant Related Parties”) harmless against and from all Losses which may be imposed upon, incurred
by or asserted against Tenant or any of the Tenant Related Parties by any third party and arising
out of or in connection with the acts or omissions (including violations of Law) of Landlord or the
Landlord Related Parties.




	14.	 	Insurance.





     Tenant shall maintain the following insurance (“Tenant’s Insurance”): (a) Commercial General
Liability Insurance applicable to the Premises and its appurtenances providing, on an occurrence
basis, a minimum combined single limit of $2,000,000.00; (b) Property/Business Interruption
Insurance written on an All Risk or Special Perils form, with coverage for broad form water damage
including earthquake sprinkler leakage, at replacement cost value and with a replacement cost
endorsement covering all of Tenant’s business and trade fixtures, equipment, movable partitions,
furniture, merchandise and other personal property within the Premises (“Tenant’s Property”) and
any Leasehold Improvements performed by or for the benefit of Tenant; (c) Workers’ Compensation
Insurance in amounts required by Law; and (d) Employers Liability Coverage of at least
$1,000,000.00 per occurrence (provided that if this coverage is unavailable from the Worker’s
Compensation carrier or applicable State Fund, a “Stop Gap Liability” endorsement to the Commercial
General Liability Policy is acceptable). Any company writing Tenant’s Insurance shall have an A.M.
Best rating of not less than A-VIII. All Commercial General Liability Insurance policies shall
name as additional insureds Landlord (or its successors and assignees), the managing agent for the
Building (or any successor), EOP Operating Limited Partnership, Equity Office Properties Trust and
their respective members, principals, beneficiaries, partners, officers, directors, employees, and
agents, and other designees of Landlord and its successors as the interest of such designees shall
appear. All policies of Tenant’s Insurance shall contain endorsements that the insurer(s) shall
give Landlord and its designees at least 30 days’ advance written notice of any cancellation,
termination, material change or lapse of insurance. Tenant shall provide Landlord with a
certificate of insurance evidencing Tenant’s Insurance prior to the earlier to occur of the
Commencement Date or the date Tenant is provided with possession of the Premises, and thereafter as
necessary to assure that Landlord always has current certificates evidencing Tenant’s Insurance.
So long as the same is available at commercially reasonable rates, Landlord shall maintain so
called All Risk property insurance on the Building at replacement cost value as reasonably
estimated by Landlord.




	15.	 	Subrogation.





     Landlord and Tenant hereby waive and shall cause their respective insurance carriers to waive
any and all rights of recovery, claims, actions or causes of action against the other for any loss
or damage with respect to Tenant’s Property, Leasehold Improvements, the Building, the Premises, or
any contents



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thereof, including rights, claims, actions and causes of action based on negligence, which loss or
damage is (or would have been, had the insurance required by this Lease been carried) covered by
insurance.





	16.	 	Casualty Damage.





     16.01 If all or any portion of the Premises becomes untenantable by fire or other casualty to
the Premises (collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a
general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of
the amount of time required using standard working methods to Substantially Complete the repair and
restoration of the Premises and any Common Areas necessary to provide access to the Premises
(“Completion Estimate”). If the Completion Estimate indicates that the Premises or any Common
Areas necessary to provide access to the Premises cannot be made tenantable within 270 days from
the date the repair is started, then either party shall have the right to terminate this Lease upon
written notice to the other within 10 days after receipt of the Completion Estimate. Tenant,
however, shall not have the right to terminate this Lease if the Casualty was caused by the
negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition,
Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right
to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 2
years of the Term remaining on the date of the Casualty; (2) any Mortgagee requires that the
insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss
to the Building occurs.



     16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to
reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control,
restore the Premises and Common Areas. Such restoration shall be to substantially the same
condition that existed prior to the Casualty, except for modifications required by Law or any other
modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant
shall assign to Landlord (or to any party designated by Landlord) all property insurance proceeds
payable to Tenant under Tenant’s Insurance with respect to any Leasehold Improvements performed by
or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements
exceeds the amount of insurance proceeds received by Landlord from Tenant’s insurance carrier, the
excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord’s commencement of
repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs
that are determined during the performance of the repairs. Landlord shall not be liable for any
inconvenience to Tenant, or injury to Tenant’s business resulting in any way from the Casualty or
the repair thereof. Provided that Tenant is not in Default, during any period of time that all or
a material portion of the Premises is rendered untenantable as a result of a Casualty, the Rent
shall abate for the portion of the Premises that is untenantable and not used by Tenant.




	17.	 	Condemnation.





     Either party may terminate this Lease if any material part of the Premises is taken or
condemned for any public or quasi-public use under Law, by eminent domain or private purchase in
lieu thereof (a “Taking”). Landlord shall also have the right to terminate this Lease if there is
a Taking of any portion of the Building or Property which would have a material adverse effect on
Landlord’s ability to profitably operate the remainder of the Building. The terminating party
shall provide written notice of termination to the other party within 45 days after it first
receives notice of the Taking. The termination shall be effective on the date the physical taking
occurs. If this Lease is not terminated, Base Rent and Tenant’s Pro Rata Share shall be
appropriately adjusted to account for any reduction in the square footage of the Building or
Premises. All compensation awarded for a Taking shall be the property of Landlord. The right to
receive compensation or proceeds are expressly waived by Tenant, however, Tenant may file a
separate claim for Tenant’s Property and Tenant’s reasonable relocation expenses, provided the
filing of the claim does not diminish the amount of Landlord’s award. If only a part of the
Premises is subject to a Taking and this Lease is not terminated, Landlord, with reasonable
diligence, will restore the remaining portion of the Premises as nearly as practicable to the
condition immediately prior to the Taking.




	18.	 	Events of Default.





     Each of the following occurrences shall be a “Default”: (a) Tenant’s failure to pay any
portion of Rent when due, if the failure continues for 3 days after written notice to Tenant
(“Monetary Default”); (b) Tenant’s failure (other than a Monetary Default) to comply with any term,
provision, condition or covenant of this Lease, if the failure is not cured within 10 days after
written notice to Tenant provided, however, if Tenant’s failure to comply cannot reasonably be
cured within 10 days, Tenant shall be allowed additional time (not to exceed 60 days) as is
reasonably necessary to cure the failure so long as Tenant begins the cure within 10 days and
diligently pursues the cure to completion; (c) Tenant or any Guarantor becomes insolvent, makes a
transfer in fraud of creditors, makes an assignment for the benefit of creditors, admits in writing
its inability to pay its debts when due or forfeits or loses its right to conduct business; (d) the
leasehold estate is taken by process or operation of Law; (e) in the case of any ground floor or
retail Tenant, Tenant does not take possession of or abandons or vacates all or any



7









 




portion of the Premises; or (f) Tenant is in default beyond any notice and cure period under any
other lease or agreement with Landlord at the Building or Property. If Landlord provides Tenant
with notice of Tenant’s failure to comply with any specific provision of this Lease on 3 separate
occasions during any 12 month period, Tenant’s subsequent violation of such provision shall, at
Landlord’s option, be an incurable Default by Tenant. All notices sent under this Section shall be
in satisfaction of, and not in addition to, notice required by Law.





	19.	 	Remedies.





     19.01 Upon Default, Landlord shall have the right to pursue any one or more of the following
remedies:




     (a) Terminate this Lease, in which case Tenant shall immediately surrender the Premises
to Landlord. If Tenant fails to surrender the Premises, Landlord, in compliance with Law,
may enter upon and take possession of the Premises and remove Tenant, Tenant’s Property and
any party occupying the Premises. Tenant shall pay Landlord, on demand, all past due Rent
and other losses and damages Landlord suffers as a result of Tenant’s Default, including,
without limitation, all Costs of Reletting (defined below) and any deficiency that may arise
from reletting or the failure to relet the Premises. “Costs of Reletting” shall include all
reasonable costs and expenses incurred by Landlord in reletting or attempting to relet the
Premises, including, without limitation, legal fees, brokerage commissions, the cost of
alterations and the value of other concessions or allowances granted to a new tenant.




     (b) Terminate Tenant’s right to possession of the Premises and, in compliance with Law,
remove Tenant, Tenant’s Property and any parties occupying the Premises. Landlord may (but
shall not be obligated to) relet all or any part of the Premises, without notice to Tenant,
for such period of time and on such terms and conditions (which may include concessions,
free rent and work allowances) as Landlord in its absolute discretion shall determine.
Landlord may collect and receive all rents and other income from the reletting. Tenant
shall pay Landlord on demand all past due Rent, all Costs of Reletting and any deficiency
arising from the reletting or failure to relet the Premises. The re-entry or taking of
possession of the Premises shall not be construed as an election by Landlord to terminate
this Lease.



     19.02 In lieu of calculating damages under Section 19.01, Landlord may elect to receive as
damages the sum of (a) all Rent accrued through the date of termination of this Lease or Tenant’s
right to possession, and (b) an amount equal to the total Rent that Tenant would have been required
to pay for the remainder of the Term discounted to present value, minus the then present fair
rental value of the Premises for the remainder of the Term, similarly discounted, after deducting
all anticipated Costs of Reletting. If Tenant is in Default of any of its non-monetary obligations
under the Lease, Landlord shall have the right to perform such obligations. Tenant shall reimburse
Landlord for the cost of such performance upon demand together with an administrative charge equal
to 10% of the cost of the work performed by Landlord. The repossession or re-entering of all or
any part of the Premises shall not relieve Tenant of its liabilities and obligations under this
Lease. No right or remedy of Landlord shall be exclusive of any other right or remedy. Each right
and remedy shall be cumulative and in addition to any other right and remedy now or subsequently
available to Landlord at Law or in equity.




	20.	 	Limitation of Liability.





     NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE LIABILITY OF LANDLORD
(AND OF ANY SUCCESSOR LANDLORD) SHALL BE LIMITED TO THE LESSER OF (A) THE INTEREST OF LANDLORD IN
THE PROPERTY, OR (B) THE EQUITY INTEREST LANDLORD WOULD HAVE IN THE PROPERTY IF THE PROPERTY WERE
ENCUMBERED BY THIRD PARTY DEBT IN AN AMOUNT EQUAL TO 70% OF THE VALUE OF THE PROPERTY. TENANT
SHALL LOOK SOLELY TO LANDLORD’S INTEREST IN THE PROPERTY FOR THE RECOVERY OF ANY JUDGMENT OR AWARD
AGAINST LANDLORD OR ANY LANDLORD RELATED PARTY. NEITHER LANDLORD NOR ANY LANDLORD RELATED PARTY
SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY, AND IN NO EVENT SHALL LANDLORD OR ANY
LANDLORD RELATED PARTY BE LIABLE TO TENANT FOR ANY LOST PROFIT, DAMAGE TO OR LOSS OF BUSINESS OR
ANY FORM OF SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGE. BEFORE FILING SUIT FOR AN ALLEGED DEFAULT
BY LANDLORD, TENANT SHALL GIVE LANDLORD AND THE MORTGAGEE(S) WHOM TENANT HAS BEEN NOTIFIED HOLD
MORTGAGES (DEFINED IN SECTION 23 BELOW), NOTICE AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT.




	21.	 	Relocation.





     Landlord, at its expense, at any time before or during the Term, may relocate Tenant from the
Premises to space of reasonably comparable size, quality and utility (“Relocation Space”) within
the Building or adjacent buildings within the same project upon 60 days’ prior written notice to
Tenant. From



8









 




and after the date of the relocation, the Base Rent and Tenant’s Pro Rata Share shall be adjusted
based on the rentable square footage of the Relocation Space. Landlord shall pay Tenant’s
reasonable costs of relocation, including all costs for moving Tenant’s furniture, equipment,
supplies and other personal property, as well as the cost of printing and distributing change of
address notices to Tenant’s customers and one month’s supply of stationery showing the new address.



22. Holding Over.




     If Tenant fails to surrender all or any part of the Premises at the termination of this Lease,
occupancy of the Premises after termination shall be that of a tenancy at sufferance. Tenant’s
occupancy of the Premises during the holdover shall be subject to all the terms and provisions of
this Lease and (a) during the first 30 days of any such holdover, Tenant shall pay an amount (on a
per month basis without reduction for partial months during the holdover) equal to 125% of the sum
of the Base Rent and Additional Rent due for the period immediately preceding the holdover, and (b)
commencing as of the 31st day of such holdover, Tenant shall pay an amount (on a per
month basis without reduction for partial months during the holdover) equal to 150% of the sum of
the Base Rent and Additional Rent due for the period immediately preceding the holdover. No
holdover by Tenant or payment by Tenant after the termination of this Lease shall be construed to
extend the Term or prevent Landlord from immediate recovery of possession of the Premises by
summary proceedings or otherwise. If Landlord is unable to deliver possession of the Premises to a
new tenant or to perform improvements for a new tenant as a result of Tenant’s holdover and Tenant
fails to vacate the Premises within 15 days after notice from Landlord, Tenant shall be liable for
all damages that Landlord suffers from the holdover.




	23.	 	Subordination to Mortgages; Estoppel Certificate.





     Tenant accepts this Lease subject and subordinate to any mortgage(s), deed(s) of trust, ground
lease(s) or other lien(s) now or subsequently arising upon the Premises, the Building or the
Property, and to renewals, modifications, refinancings and extensions thereof (collectively
referred to as a “Mortgage”). The party having the benefit of a Mortgage shall be referred to as a
“Mortgagee”. This clause shall be self-operative, but upon request from a Mortgagee, Tenant shall
execute a commercially reasonable subordination agreement in favor of the Mortgagee. As an
alternative, a Mortgagee shall have the right at any time to subordinate its Mortgage to this
Lease. Upon request, Tenant, without charge, shall attorn to any successor to Landlord’s interest
in this Lease. Landlord and Tenant shall each, within 10 days after receipt of a written request
from the other, execute and deliver a commercially reasonable estoppel certificate to those parties
as are reasonably requested by the other (including a Mortgagee or prospective purchaser). Without
limitation, such estoppel certificate may include a certification as to the status of this Lease,
the existence of any defaults and the amount of Rent that is due and payable.




	24.	 	Notice.





     All demands, approvals, consents or notices (collectively referred to as a “notice”) shall be
in writing and delivered by hand or sent by registered or certified mail with return receipt
requested or sent by overnight or same day courier service at the party’s respective Notice
Address(es) set forth in Section 1. Each notice shall be deemed to have been received on the
earlier to occur of actual delivery or the date on which delivery is refused, or, if Tenant has
vacated the Premises or any other Notice Address of Tenant without providing a new Notice Address,
3 days after notice is deposited in the U.S. mail or with a courier service in the manner described
above. Either party may, at any time, change its Notice Address (other than to a post office box
address) by giving the other party written notice of the new address.




	25.	 	Surrender of Premises.





     At the termination of this Lease or Tenant’s right of possession, Tenant shall remove Tenant’s
Property from the Premises, and quit and surrender the Premises to Landlord, broom clean, and in
good order, condition and repair, ordinary wear and tear and damage which Landlord is obligated to
repair hereunder excepted. If Tenant fails to remove any of Tenant’s Property within 2 days after
termination of this Lease or Tenant’s right to possession, Landlord, at Tenant’s sole cost and
expense, shall be entitled (but not obligated) to remove and store Tenant’s Property. Landlord
shall not be responsible for the value, preservation or safekeeping of Tenant’s Property. Tenant
shall pay Landlord, upon demand, the expenses and storage charges incurred. If Tenant fails to
remove Tenant’s Property from the Premises or storage, within 30 days after notice, Landlord may
deem all or any part of Tenant’s Property to be abandoned and title to Tenant’s Property shall vest
in Landlord.




	26.	 	Miscellaneous.





     26.01 This Lease shall be interpreted and enforced in accordance with the Laws of the state or
commonwealth in which the Building is located and Landlord and Tenant hereby irrevocably consent to
the jurisdiction and proper venue of such state or commonwealth. If any term or provision of this
Lease



9









 




shall to any extent be void or unenforceable, the remainder of this Lease shall not be affected.
If there is more than one Tenant or if Tenant is comprised of more than one party or entity, the
obligations imposed upon Tenant shall be joint and several obligations of all the parties and
entities, and requests or demands from any one person or entity comprising Tenant shall be deemed
to have been made by all such persons or entities. Notices to anyone person or entity shall be
deemed to have been given to all persons and entities. Tenant represents and warrants to Landlord
that each individual executing this Lease on behalf of Tenant is authorized to do so on behalf of
Tenant and that Tenant is not, and the entities or individuals constituting Tenant or which may own
or control Tenant or which may be owned or controlled by Tenant are not, among the individuals or
entities identified on any list compiled pursuant to Executive Order 13224 for the purpose of
identifying suspected terrorists.




     26.02 If either party institutes a suit against the other for violation of or to enforce any
covenant, term or condition of this Lease, the prevailing party shall be entitled to all of its
costs and expenses, including, without limitation, reasonable attorneys’ fees. Landlord and Tenant
hereby waive any right to trial by jury in any proceeding based upon a breach of this Lease.
Either party’s failure to declare a default immediately upon its occurrence, or delay in taking
action for a default, shall not constitute a waiver of the default, nor shall it constitute an
estoppel.



     26.03 Whenever a period of time is prescribed for the taking of an action by Landlord or
Tenant (other than the payment of the Security Deposit or Rent), the period of time for the
performance of such action shall be extended by the number of days that the performance is actually
delayed due to strikes, acts of God, shortages of labor or materials, war, terrorist acts, civil
disturbances and other causes beyond the reasonable control of the performing party (“Force
Majeure”).



     26.04 Landlord shall have the right to transfer and assign, in whole or in part, all of its
rights and obligations under this Lease and in the Building and Property. Upon transfer Landlord
shall be released from any further obligations hereunder and Tenant agrees to look solely to the
successor in interest of Landlord for the performance of such obligations, provided that, any
successor pursuant to a voluntary, third party transfer (but not as part of an involuntary transfer
resulting from a foreclosure or deed in lieu thereof) shall have assumed Landlord’s obligations
under this Lease.



     26.05 Landlord has delivered a copy of this Lease to Tenant for Tenant’s review only and the
delivery of it does not constitute an offer to Tenant or an option.




     (a) Tenant represents that it has dealt directly with and only with Tenant’s Broker as
a broker in connection with this Lease. Tenant shall indemnify and hold Landlord and the
Landlord Related Parties harmless from all claims of any other brokers claiming to have
represented Tenant in connection with this Lease. Landlord agrees to indemnify and hold
Tenant and the Tenant Related Parties harmless from all claims of any brokers claiming to
have represented Landlord in connection with this Lease.




     (b) Agency Disclosure. At the signing of this Lease, Landlord’s leasing agent, Shawn
Jackson, of Equity Office Properties Management Corp. represented (X) Landlord, (___)
Tenant, or (___) both Landlord and Tenant. At the signing of this Lease, Tenant’s agent,
Craig Levine, of Washington Partners, Inc., represented (___) Landlord, (X) Tenant, or (___)
both Landlord and Tenant. Each party signing this document confirms that the prior oral
and/or written disclosure of agency was provided to such party in this transaction, as
required by RCW 18.86.030(1)(g).




     (c) Landlord and Tenant, by their execution of this Lease, each acknowledge and agree
that they have timely received a pamphlet on the law of real estate agency as required under
RCW 18.86.030(1)(f).



     26.06 Time is of the essence with respect to Tenant’s exercise of any expansion, renewal or
extension rights granted to Tenant. The expiration of the Term, whether by lapse of time,
termination or otherwise, shall not relieve either party of any obligations which accrued prior to
or which may continue to accrue after the expiration or termination of this Lease.



     26.07 Tenant may peacefully have, hold and enjoy the Premises, subject to the terms of this
Lease, provided Tenant pays the Rent and fully performs all of its covenants and agreements. This
covenant shall be binding upon Landlord and its successors only during its or their respective
periods of ownership of the Building.



     26.08 This Lease does not grant any rights to light or air over or about the Building.
Landlord excepts and reserves exclusively to itself any and all rights not specifically granted to
Tenant under this Lease. This Lease constitutes the entire agreement between the parties and
supersedes all prior agreements and understandings related to the Premises, including all lease
proposals, letters of intent and other documents. Neither party is relying upon any warranty,
statement or representation not contained in this Lease. This Lease may be modified only by a
written agreement signed by an authorized representative of Landlord and Tenant.



10









 




Landlord and Tenant have executed this Lease as of the day and year first above written.




	 	 	 	 	 
	 	LANDLORD:



WA-CITY CENTER BELLEVUE, L.L.C.,

a Delaware limited liability company

 	 
	 	By:  	Equity Office Management, L.L.C. a Delaware
 	 
	 	 	limited liability company, its non-member manager 	 
	 
	 	By:  	                /s/ Susan J. Murphy
 	 
	 	 	Susan J. Murphy 	 
	 	 	Vice President — Leasing, Seattle Region 	 



	 	 	 	 	 
	 	TENANT:




INTELIUS, INC., a Delaware corporation

 	 
	 	By:  	/s/ Naveen Jain
 	 
	 	 	Name:  	Naveen Jain 	 
	 	 	Title:  	Chairman & CEO
 	 
	 	Tenant’s Tax ID Number (SSN or FEIN):

 	 
	 	
 	 
	 	 	 
	 	 	 



11









 


 



	 	 	 	 	 



LANDLORD ACKNOWLEDGMENTS




STATE OF
Washington           )

COUNTY OF King           
       ) ss:





     I, the undersigned, a Notary Public, in and for the County and State aforesaid, do hereby
certify that  Susan J. Murphy, personally known to me to be
the Vice President —
Leasing, Seattle Regionof Equity Office Management, L.L.C., a Delaware limited liability
company, and personally known to me to be the same person whose name is subscribed to the foregoing
instrument, appeared before me this day in person and acknowledged that as such officer of said
entity being authorized so to do, (s)he executed the foregoing instrument on behalf of said entity,
by subscribing the name of such entity by himself/herself as such officer, as a free and voluntary
act, and as the free and voluntary act and deed of said entity under the foregoing instrument for
the uses and purposes therein set forth.



     GIVEN under my hand and official seal this 9 day of February, 2004.



	 	 	 	 	 
	 	 	 
	 	                                           /s/ Tanya M. Hopkins
 	 
	 	Notary Public
 	 
	My Commission Expires: 9-19-04 	[TANYA M. HOPKINS NOTARY SEAL] 	 
	 



TENANT ACKNOWLEDGMENTS




STATE OF
WASHINGTON            )

COUNTY OF KING        
               )





     On this the 29 day of January, 2004, before me a Notary Public duly
authorized in and for the said County in the State aforesaid to take acknowledgements personally
appeared NAVEEN JAIN, known to me to be
                    
President of  INTELIUS,
INC., a Delaware corporation, one of the parties described in the foregoing instrument, and
acknowledged that as such officer, being authorized so to do, (s)he executed the foregoing
instrument on behalf of said corporation by subscribing the name of such corporation by
himself/herself as such officer and caused the corporate seal of said corporation to be affixed
thereto, as a free and voluntary act, and as the free and voluntary act of said corporation, for
the uses and purposes therein set forth.



     IN WITNESS WHEREOF, I hereunto set my hand and official seal.



	 	 	 	 	 
	 	 	 
	 	                                           /s/ Tina Khorsandi
 	 
	 	Notary Public 	 
	 	 	 
	 



My Commission Expires: August 14, 2006




[TINA B. KHORSANDI NOTARY SEAL]





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FIRST AMENDMENT




        THIS FIRST AMENDMENT (the “Amendment”) is made and entered into as of the 1 day of March, 2004, by and between WA-CITY CENTER BELLEVUE, L.L.C., a Delaware limited
liability company (“Landlord”), and INTELIUS, INC., a Delaware corporation (“Tenant”).



RECITALS





	A.	 	Landlord and Tenant are parties to that certain lease dated February 9, 2004, which lease has
not been previously amended (the “Lease”). Pursuant to the Lease, Landlord has leased to
Tenant space currently containing approximately 902 rentable square feet (the “Original
Premises”) described as Suite No. 1640 on the 16th floor of the building commonly
known as City Center Bellevue located at 500 108th Avenue NE, Bellevue, Washington
(the “Building”).
	 
	B.	 	Tenant has requested that additional space containing approximately 886 rentable square feet
described as a portion of Suite No. 1640 on the 16th floor of the Building shown on
Exhibit A hereto (the “Expansion Space”) be added to the Original Premises and that the Lease
be appropriately amended and Landlord is willing to do the same on the following terms and
conditions.





        NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant agree as follows:




	I.	 	Expansion and Effective Date. Effective as of March 1, 2004 (the “Expansion
Effective Date”), the Premises, as defined in the Lease, is increased from 902 rentable square
feet on the 16th floor to 1,788 rentable square feet on the 16th floor
by the addition of the Expansion Space, and from and after the Expansion Effective Date, the
Original Premises and the Expansion Space, collectively, shall be deemed the Premises, as
defined in the Lease. The Term for the Expansion Space shall commence on the Expansion
Effective Date and end on the Termination Date. The Expansion Space is subject to all the
terms and conditions of the Lease except as expressly modified herein and except that Tenant
shall not be entitled to receive any allowances, abatements or other financial concessions
granted with respect to the Original Premises unless such concessions are expressly provided
for herein with respect to the Expansion Space.






	II.	 	Base Rent. In addition to Tenant’s obligation to pay Base Rent for the Original
Premises, Tenant shall pay Landlord Base Rent for the Expansion Space as follows:





	 	 	 	 	 	 	 	 	 
	 	 	Annual Rate	 	Monthly
	Period	 	Per Square Foot	 	Base Rent
	03/01/04 — 02/28/07	 	$	22.00	 	 	$	1,624.33	 







	 	 	All such Base Rent shall be payable by Tenant in accordance with the terms of the Lease.
	 
	 	 	Notwithstanding anything in this Section II to the contrary, so long as Tenant is not in
default under the Lease (as amended hereby), Tenant shall be entitled to an abatement of
Base Rent in the amount of $1,624.33 per month for 6 consecutive full calendar months of the
Term, for the period commencing March 1, 2004, and ending August 31, 2004(the “Expansion
Space Base Rent Abatement Period”). The total amount of Base Rent payable for the Expansion
Space abated during the Expansion Space Base Rent Abatement Period shall equal $9,745.98
(the “Abated Expansion Space Base Rent”). If Tenant defaults at any time during the Term
and fails to cure such default within any applicable cure period under the Lease, all Abated
Expansion Space Base Rent shall immediately become due and payable. The payment by Tenant
of the Abated Expansion Space Base Rent in the event of a default shall not limit or affect
any of Landlord’s other rights, pursuant to the Lease or at law or in equity. During the
Expansion Space Base Rent Abatement Period, only Base Rent for the Expansion Space shall be
abated, and all Additional Rent and other costs and charges specified in the Lease (as
amended hereby), shall remain as due and payable pursuant to the provisions of the Lease (as
amended hereby).
	 
	III.	 	Additional Security Deposit. No additional security deposit shall be required in
connection with this Amendment.
	 
	IV.	 	Tenant’s Pro Rata Share. For the period commencing with the Expansion Effective Date
and ending on the Termination Date, Tenant’s Pro Rata Share for the Expansion Space is
0.1875%.




1









 












	V.	 	Expenses and Taxes. For the period commencing with the Expansion Effective Date and
ending on the Termination Date, Tenant shall pay for Tenant’s Pro Rata Share of Expenses and
Taxes applicable to the Expansion Space in accordance with the terms of the Lease.
	 
	VI.	 	Improvements to Expansion Space.






	 	A.	 	Condition of Expansion Space. Tenant has inspected the Expansion Space and
agrees to accept the same “as is” without any agreements, representations,
understandings or obligations on the part of Landlord to perform any alterations,
repairs or improvements, except as may be expressly provided otherwise in this
Amendment.
	 
	 	B.	 	Responsibility for Improvements to Expansion Space. Landlord shall perform
improvements to the Expansion Space in accordance with the Work Letter attached hereto
as Exhibit B.






	VII.	 	Other Pertinent Provisions. Landlord and Tenant agree that, effective as of the date
of this Amendment (unless different effective date(s) is/are specifically referenced in this
Section), the Lease shall be amended in the following additional respects:






	 	A.	 	Unused Allowance. The definition of “Unused Allowance” contained in Section 7
of the Work Letter attached to the Lease as Exhibit C is amended from “Any portion of
the Allowance which exceeds the cost of the Landlord Work or is otherwise remaining
after July 31, 2004” to “Any portion of the Allowance which exceeds the cost of the
Landlord Work or is otherwise remaining after October 31, 2005”.
	 
	 	B.	 	Parking. Effective as of the Expansion Effective Date, Section I.A of the
Additional Provisions attached to the Lease as Exhibit F is deleted in its entirety and
the following substituted therefor:
	 
	 	 	 	“During the initial Term, Landlord shall lease to Tenant, or cause the operator (the
“Operator”) of the garage servicing the Building (the “Garage”) and temporary
surface parking area servicing the Building (the “Surface Lot”) to lease to Tenant,
and Tenant shall lease from Landlord or such Operator, a maximum of 4 unreserved
parking spaces in the Garage (the “Garage Spaces”) and 2 unreserved parking spaces
in the Surface Lot (the “Surface Lot Spaces” and collectively with the Garage
Spaces, the “Spaces”) for the use of Tenant and its employees. The Garage Spaces
shall be leased at the rate of $95.00 per Space, per month, plus applicable tax
thereon and the Surface Lot Spaces shall be leased at the rate of $85.00 per Space,
per month, plus applicable tax thereon. If requested by Landlord, Tenant shall
execute and deliver to Landlord the standard parking agreement used by Landlord or
the Operator (the “Parking Agreement”) in the Garage and Surface Lot for such
Spaces.”






	VIII.	 	Miscellaneous.






	 	A.	 	This Amendment and the attached exhibits, which are hereby incorporated into
and made a part of this 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. Under no circumstances shall Tenant be entitled
to any Rent abatement, improvement allowance, leasehold improvements, or other work to
the Premises, or any similar economic incentives that may have been provided Tenant in
connection with entering into the Lease, unless specifically set forth in this
Amendment.
	 
	 	B.	 	Except as herein modified or amended, the provisions, conditions and terms of
the Lease shall remain unchanged and in full force and effect.
	 
	 	C.	 	In the case of any inconsistency between the provisions of the Lease and this
Amendment, the provisions of this Amendment shall govern and control.




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	 	D.	 	Submission of this Amendment by Landlord is not an offer to enter into this
Amendment but rather is a solicitation for such an offer by Tenant. Landlord shall not
be bound by this Amendment until Landlord has executed and delivered the same to
Tenant.
	 
	 	E.	 	The capitalized terms used in this Amendment shall have the same definitions as
set forth in the Lease to the extent that such capitalized terms are defined therein
and not redefined in this Amendment.
	 
	 	F.	 	Tenant hereby represents to Landlord that Tenant has dealt with no broker in
connection with this Amendment other than Washington Partners, Inc. (“Tenant’s
Broker”). Tenant agrees to indemnify and hold Landlord, its trustees, members,
principals, beneficiaries, partners, officers, directors, employees, mortgagee(s) and
agents, and the respective principals and members of any such agents (collectively, the
“Landlord Related Parties”) harmless from all claims of any brokers, other than
Tenant’s Broker, claiming to have represented Tenant in connection with this Amendment.
Landlord hereby represents to Tenant that Landlord has dealt with no broker in
connection with this Amendment other than Equity Office Properties Management Corp.
(“Landlord’s Broker”). Landlord agrees to indemnify and hold Tenant, its trustees,
members, principals, beneficiaries, partners, officers, directors, employees, and
agents, and the respective principals and members of any such agents (collectively, the
“Tenant Related Parties”) harmless from all claims of any brokers, including Landlord’s
Broker, claiming to have represented Landlord in connection with this Amendment.
	 
	 	G.	 	Each signatory of this 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.





[SIGNATURES ARE ON FOLLOWING PAGE]




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     IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment as of the day and
year first above written.



	 	 	 	 	 
	 	LANDLORD:



WA-CITY CENTER BELLEVUE, L.L.C., a Delaware
limited liability company



By: Equity Office Management, L L.C., a Delaware
limited liability company, its non-member manager

 	 
	 	By:  	/s/ Susan J. Murphy
 	 
	 	 	Name:  	Susan J. Murphy 	 
	 	 	Title:  	Vice President — Leasing

Seattle Region 	 
	 
	 	TENANT:



INTELIUS, INC., a Delaware corporation

 	 
	 	By:  	/s/ Naveen Jain
 	 
	 	 	Name:  	Naveen Jain 	 
	 	 	Title:  	Chairman & CEO 	 



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THIS PAGE IS REQUIRED IF PROPERTY IS IN DELAWARE,

MICHIGAN, OHIO, UTAH, WASHINGTON, D.C. OR WASHINGTON STATE




LANDLORD ACKNOWLEDGMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	STATE OF Washington
	 	 	)	 	 	 	 	 	 	 	 	 
	COUNTY OF King
	 	 	)	 	 	ss:	 	 	 	 






     I, the undersigned, a Notary Public, in and for the County and State aforesaid, do hereby
certify that Susan Murphy, personally known to me to be the Vice President
of Equity Office Properties Trust, a Maryland real estate investment trust, and personally known to
me to be the same person whose name is subscribed to the foregoing instrument, appeared before me
this day in person and acknowledged that as such officer of said entity being authorized so to do,
(s)he executed the foregoing instrument on behalf of said entity, by subscribing the name of such
entity by himself/herself as such officer, as a free and voluntary act, and as the free and
voluntary act and deed of said entity, for the uses and purposes therein set forth.



     GIVEN under my hand and official seal this 11 day of March,
2004.



	 	 	 	 	 
	 	 	 
	 	                                                   /s/ Tanya M. Hopkins
 	 
	 	Notary Public 	 
	 	 	 
	My Commission Expires: 9-19-04 	[Notary Seal of Tanya M. Hopkins] 	 




TENANTS ACKNOWLEDGMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	STATE OF Washington
	 	 	)	 	 	 	 	 	 	 	 	 
	COUNTY OF King
	 	 	)	 	 	ss:	 	 	 	 






     On this the 1st day of March, 2004 before me a Notary
Public duly authorized in and for the said County in the State aforesaid to take acknowledgments
personally appeared ________________________ known to me to be Naveen Jain President of
Intelius, Inc., one of the parties described in the foregoing instrument, and
acknowledged that as such officer, being authorized so to do, (s)he executed the foregoing
instrument on behalf of said corporation by subscribing the name of such corporation by
himself/herself as such officer and caused the corporate seal of said corporation to be affixed
thereto, as a free and voluntary act, and as the free and voluntary act of said corporation, for
the uses and purposes therein set forth.



     IN WITNESS WHEREOF, I hereunto set my hand and official seal.



	 	 	 	 	 
	 	 	 
	 	                                                   /s/ Kimberly E. Johnson
 	 
	 	Notary Public 	 
	 	 	 
	My Commission Expires: 9-11-07 	[Notary Seal of Kimberly E. Johnson] 	 
	 





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