Unassociated Document


    Exhibit 10.2

    

      FOURTH
        AMENDMENT TO LEASE

      


      THIS
        FOURTH AMENDMENT TO LEASE
        (this
“Amendment”) is made and entered into as of the 8th day of August, 2005, by and
        between SJ
        PLAZA, LLC, a Delaware limited liability company
        (“Landlord”), and HERITAGE
        COMMERCE CORP., a California corporation
        (“Tenant”).

      


      


      RECITALS

      


      
        	
                A.

              	
                Landlord
                  and Tenant (as successor in interest to Heritage Bank of Commerce,
                  a
                  California corporation) are parties to that certain Office Lease,
                  dated
                  April 13, 2000, which lease has been previously amended
                  by that
                  certain First Lease Amendment, dated April 13, 2000, and that certain
                  Second Amendment to Lease, dated for reference purposes as of August
                  30,
                  2000, and that certain Third Amendment to Lease, dated as of May
                  23, 2002
                  (as amended, the “Lease”). Pursuant to the Lease, Landlord has leased to
                  Tenant space currently containing approximately 12,824
                  rentable square feet (the “Original Premises”) described as Suite
                  No. 300 on the third (3rd)
                  floor of the building commonly known as 150 Almaden Boulevard,
                  San Jose,
                  California (the “Building”).

              


      

      


      
        	
                B.

              	
                Tenant
                  is currently in possession of certain premises located on the entire
                  ground floor and the entire second (2nd)
                  floor of the Building consisting of approximately 22,723
                  rentable square feet (the “Sublease Premises”), as subtenant, pursuant to
                  the terms of that certain Sublease dated February 12, 1996,
                  as
                  amended by that certain First Amendment to Sublease, dated June
                  4,
                  1997,
                  as
                  further amended by that certain Second Amendment to Sublease Agreement,
                  dated June 17, 1997, as further amended by that certain
                  Third
                  Amendment to Sublease Agreement, dated March 25, 2002, as further
                  amended
                  by that certain Fourth Amendment to Sublease Agreement, dated May
                  1, 2005
                  (as amended, the “Sublease”) between Tenant, as subtenant, and
                  Manufacturers Bank, a commercial bank chartered by the State of
                  California
                  (“Manufacturers”), as sublandlord, and, as incorporated by the terms of
                  the Sublease, that certain Office Lease dated September 27, 1983,
                  as
                  amended by that certain First Amendment to Lease, dated February
                  13, 1985
                  (as amended, the “Manufacturers’ Lease”) by and between New Almaden
                  Associates, Landlord’s predecessor in interest, and Mitsui Manufacturers
                  Bank, Manufacturers’ predecessor in interest.


              


      

      


      
        	
                C.

              	
                The
                  Lease by its terms shall expire on February 28, 2010 (“Prior Termination
                  Date”), and the Sublease by its terms shall also expire on February
                  28,
                  2010. The parties desire to extend the Term of the Lease, to enter
                  into a
                  direct lease agreement with respect to the Sublease Premises to
                  be
                  effective after the expiration or termination of the Sublease,
                  and to
                  otherwise modify the terms of the Lease, all 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:

      


      
        	
                1.
                  1.

              	
                Extension.
                  The Term of the Lease is hereby extended for a period of approximately
                  sixty-three (63) months and shall expire on May 31, 2015
                  (“Extended
                  Termination Date”), unless sooner terminated in accordance with the terms
                  of the Lease. That portion of the Term commencing the day immediately
                  following the Prior Termination Date (“Extension Date”) and ending on the
                  Extended Termination Date shall be referred to herein as the “Extended
                  Term”.

              


      

      


      
        	2.  	
                Minimum
                  Monthly Rent.
                  As
                  of the date hereof, the schedule of Minimum Monthly Rent for the
                  Original
                  Premises set forth in the Lease is hereby deleted in its entirety
                  and
                  replaced with the following:

              


      

       

      
        
          

        

      

      
        	
                Period

              	
                Monthly
                  Rate

                Per
                  Square Foot

              	
                Minimum
                  Monthly Rent

              
	
                08/01/05
                  - 07/31/06

              	
                $2.11

              	
                $27,058.64*

              
	
                08/01/06
                  - 07/31/07

              	
                $2.17

              	
                $27,828.08

              
	
                08/01/07
                  - 07/31/08

              	
                $2.24

              	
                $28,725.76

              
	
                08/01/08
                  - 07/31/09

              	
                $2.29

              	
                $29,366.96

              
	
                08/01/09
                  - 05/31/15

              	
                $4.20

              	
                $53,860.80

              


      

      *Subject
        to abatement, as described below.

      


      All
        such
        Minimum Monthly Rent shall be payable by Tenant in accordance with the terms
        of
        the Lease, as amended hereby.

      


      Notwithstanding
        anything in this Section of the Amendment 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 Minimum Monthly Rent in the amount of $27,058.64 per month
        for
        the period beginning on August 1, 2005 and ending on November 30,
        2005 (the
        "Minimum Monthly Rent Abatement Period"). The total amount of Minimum Monthly
        Rent abated during the Minimum Monthly Rent Abatement Period shall equal
        $108,234.56 (the "Abated Monthly Rent"). During the Minimum Monthly Rent
        Abatement Period, only Minimum Monthly Rent shall be abated, and all Tenant’s
        Proportionate Share of Operating Costs, Insurance Costs and Taxes and other
        charges specified in the Lease, as amended hereby, shall remain as due and
        payable pursuant to the provisions of the Lease, as amended hereby.
        In
        addition, Landlord acknowledges that, as of the date hereof, Tenant has paid
        to
        Landlord the Minimum Monthly Rent due with respect to the month of August,
        2005
        (the “August Payment”), which amount reflects the rental rate in effect under
        the Lease (prior to the effectiveness of this Amendment). Landlord agrees
        that,
        following the date this Amendment is mutually executed and delivered by Landlord
        and Tenant, the August Payment shall be applied to the next Rent payments
        that
        become due under the Lease, as amended hereby. 

      


      
        	
                3.

              	
                Additional
                  Security Deposit.
                  No
                  additional Security Deposit shall be required in connection with
                  this
                  Amendment.

              


      

      


      
        	
                4.

              	
                Operating
                  Costs, Insurance Costs and Taxes.
                  For the period commencing on the date hereof and ending on the
                  Extended
                  Termination Date, Tenant shall pay for Tenant’s Proportionate Share of
                  Operating Costs, Insurance Costs and Taxes in accordance with the
                  terms of
                  the Lease, provided, however, during such period, the Base Year
                  Costs used
                  for the computation of Tenant’s Proportionate Share of Operating Costs,
                  Insurance Costs and Taxes shall be the Base Operating Costs, Base
                  Taxes
                  and Base Insurance incurred by Landlord in 2005 and
                  provided further that the Taxes included in the Base Taxes shall
                  be the
                  Taxes that would have been payable for the Property for the 2004-2005
                  tax
                  year if such Taxes had been computed on the fully assessed value
                  of the
                  Property as of the date the Property was acquired by Landlord (i.e.,
                  the
                  fully assessed value of the Property following reassessment due
                  to
                  Landlord’s acquisition of the Property) plus the annual increases in the
                  Taxes for the Property provided for under the Revenue and Taxation
                  Code
                  from the date of acquisition through the lien date for the 2004-2005
                  tax
                  year, notwithstanding that the Taxes billed to Landlord by the
                  county tax
                  assessor for such period may be less than the Taxes that would
                  be been
                  paid on the fully assessed value of the
                  Property.

              


      

      


      
        	
                5.

              	
                Improvements
                  to Original Premises.

              


      

      


      
        	 	
                5.1

              	
                Condition
                  of Original Premises.
                  Tenant is in possession of the Original Premises and accepts 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 and in Paragraph 18.1 of the
                  Lease.

              


      

      


      
        	 	
                5.2

              	
                Responsibility
                  for Improvements to Original Premises. Tenant
                  may perform improvements to the Original Premises in accordance
                  with
                  Exhibit A
                  attached hereto and Tenant shall be entitled to an improvement
                  allowance
                  in connection with such work as more fully described in Exhibit A.

              


      

      


      
        	
                6.

              	
                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:

              


      

      


      
        	6.1  	
                Renewal
                  Option

              


      

      


      
        	 	
                (a)

              	
                Grant
                  of Option; Conditions.
                  Tenant shall have the right to extend the Term (the “Renewal
                  Option”),
                  for two (2) additional periods of five (5) years
                  each (each, a
                  “Renewal
                  Term”),
                  commencing on the day following the Extended Termination Date,
                  or on the
                  day following the last day of the prior Renewal Term, as applicable
                  (the
                  “Applicable
                  Expiration Date”),
                  and ending on the fifth (5th) anniversary of the Prior Termination
                  Date or on the last day of the prior Renewal Term, as applicable.
                  Such
                  Renewal Options shall be personal to Tenant and any transferee
                  pursuant to
                  a Permitted Transfer (as defined in Paragraph 21.5 of the
                  Lease) and
                  shall be exercisable if:

              


      

       

      
        	 	 	
                (i)

              	
                Landlord
                  receives notice of exercise (a “Renewal
                  Notice”)
                  not less than six (6) full calendar months prior to the
                  Applicable
                  Expiration Date and not more than twelve (12) full calendar
                  months
                  prior to the Applicable Expiration Date;
                  and

              


      

       

      
        	 	 	
                (ii)

              	
                Tenant
                  is not in default under the Lease, as amended hereby, beyond any
                  applicable cure periods at the time that Tenant delivers its Renewal
                  Notice or at the time Tenant delivers its Binding Notice (as defined
                  below); and

              


      

       

      
        	 	 	
                (iii)

              	
                Tenant
                  is operating in the Leased Premises and no more than twenty-five
                  percent
                  (25%) of the Leased Premises is sublet at the time that Tenant
                  delivers
                  its Renewal Notice; and

              


      

       

      
        	 	 	
                (iv)

              	
                the
                  Lease has not been assigned (except in connection with a Permitted
                  Transfer) prior to the date that Tenant delivers its Renewal Notice.
                  

              


      

       

      (b) Terms
        Applicable to Leased Premises During Renewal Term.

       

      
        	 	 	
                (i)

              	
                The
                  initial Minimum Monthly Rent rate per rentable square foot for
                  the Leased
                  Premises during the Renewal Term shall be equal to ninety-five
                  percent
                  (95%) of the Prevailing Market (hereinafter defined) rate per rentable
                  square foot for the Leased Premises, with the Prevailing Market
                  rate being
                  subject to adjustment during the Renewal Term, in accordance with
                  the
                  determination of the Prevailing Market rate described in
                  Section 6.1(c) below. Minimum Monthly Rent during the Renewal
                  Term
                  shall increase, if at all, in accordance with the increases assumed
                  in the
                  determination of Prevailing Market rate. Minimum Monthly Rent attributable
                  to the Leased Premises shall be payable in monthly installments
                  in
                  accordance with the terms and conditions of Article 5 of
                  the Lease,
                  as amended hereby. 

              


      

       

      
        	 	 	
                (ii)

              	
                Tenant
                  shall pay additional rent for the Leased Premises during the Renewal
                  Term
                  in accordance with Article 6 of the Lease, as amended hereby,
                  and the
                  manner and method in which Tenant reimburses Landlord for Tenant’s share
                  of Operating Costs, Insurance Costs and Taxes, as well as the applicable
                  base year for calculating Tenant’s share of Operating Costs, Insurance
                  Costs and Taxes, shall be some of the factors considered in determining
                  the Prevailing Market rate for the Renewal Term; provided, however,
                  that
                  during the Renewal Term, the Base Year Costs used for the computation
                  of
                  Tenant’s Proportionate Share of Operating Costs, Insurance Costs and Taxes
                  shall be the Base Operating Costs, Base Insurance and Base Taxes
                  incurred
                  by Landlord in the calendar year in which the Renewal Term
                  commences. 

              


      

       

      
        	 	
                (c)

              	
                Procedure
                  for Determining Prevailing Market.
                  Within thirty (30) days after receipt of Tenant’s Renewal Notice,
                  Landlord shall advise Tenant of the applicable Minimum Monthly
                  Rent rate
                  for the Leased Premises for the Renewal Term. Tenant, within
                  thirty (30) days after the date on which Landlord advises
                  Tenant of
                  the applicable Minimum Monthly Rent rate for the Renewal Term,
                  shall
                  either (i) give Landlord final binding written notice (“Binding
                  Notice”)
                  of Tenant’s exercise of its Renewal Option, or (ii) if Tenant
                  disagrees with Landlord’s determination, provide Landlord with written
                  notice of rejection (the “Rejection
                  Notice”).
                  If Tenant fails to provide Landlord with either a Binding Notice
                  or
                  Rejection Notice within such thirty (30) day period, Tenant’s Renewal
                  Option shall be null and void and of no further force and effect.
                  If
                  Tenant provides Landlord with a Binding Notice, Landlord and Tenant
                  shall
                  enter into the Renewal Amendment (as defined below) upon the terms
                  and
                  conditions set forth herein. If Tenant provides Landlord with a
                  Rejection
                  Notice, Landlord and Tenant shall work together in good faith to
                  agree
                  upon the Prevailing Market rate for the Leased Premises during
                  the Renewal
                  Term. When Landlord and Tenant have agreed upon the Prevailing
                  Market rate
                  for the Leased Premises, such agreement shall be reflected in a
                  written
                  agreement between Landlord and Tenant, whether in a letter or otherwise,
                  and Landlord and Tenant shall enter into the Renewal Amendment
                  in
                  accordance with the terms and conditions hereof. Notwithstanding
                  the
                  foregoing, if Landlord and Tenant are unable to agree upon the
                  Prevailing
                  Market rate for the Leased Premises within thirty (30) days
                  after the
                  date Tenant provides Landlord with the Rejection Notice, then
                  Landlord and Tenant shall each, within five (5) business days following
                  the expiration of such 30-day period, appoint a qualified MAI appraiser
                  who has had at least 5 years experience within the previous 10
                  years as a
                  real estate appraiser working in the area, in turn those two independent
                  MAI appraisers shall appoint a third MAI appraiser satisfying the
                  same
                  criteria and the majority shall decide upon the Prevailing Market
                  rate for
                  the Leased Premises for the Renewal Term. If either Landlord or
                  Tenant
                  fails to appoint an appraiser within the 5-day period referred
                  to above,
                  the appraiser appointed by the other party shall be the sole appraiser
                  for
                  the purposes hereof. Landlord and Tenant shall equally share in
                  the
                  expense of this appraisal except that in the event the Prevailing
                  Market
                  rate for the Leased Premises is found to be within five percent
                  (5%) of
                  the original rate quoted by Landlord, then Tenant shall bear the
                  full cost
                  of all the appraisal process, and in the event the Prevailing Market
                  rate
                  for the Leased Premises is found to be more than five percent (5%)
                  less
                  than the original rate quoted by Landlord, then Landlord shall
                  bear the
                  full cost of all the appraisal process. 

              


      

       

      If
        the
        Prevailing Market rate has not been determined by commencement of the Renewal
        Term, Tenant shall pay Minimum Monthly Rent upon the terms and conditions
        in
        effect under the Lease during the month preceding the commencement of the
        Renewal Term until such time as the Prevailing Market rate has been determined.
        Upon such determination, the Minimum Monthly Rent shall be retroactively
        adjusted to the commencement of the Renewal Term. If such adjustment results
        in
        an underpayment of Minimum Monthly Rent by Tenant, Tenant shall pay Landlord
        the
        amount of such underpayment within thirty (30) days after the determination
        thereof. If such adjustment results in an overpayment of Minimum Monthly
        Rent by
        Tenant, Landlord shall credit such overpayment against the next installment
        of
        Minimum Monthly Rent due under the Lease and, to the extent necessary, any
        subsequent installments, until the entire amount of such overpayment has
        been
        credited against Minimum Monthly Rent.

       

      
        	 	
                (d)

              	
                Renewal
                  Amendment.
                  If Tenant is entitled to and properly exercises its Renewal Option,
                  Landlord shall prepare an amendment (the “Renewal
                  Amendment”)
                  to reflect changes in the Minimum Monthly Rent, Term and other
                  appropriate
                  terms. The Renewal Amendment shall be sent to Tenant within a reasonable
                  time after Landlord’s receipt of the Binding Notice or other written
                  agreement by Landlord and Tenant regarding the Prevailing Market
                  rate, and
                  Tenant shall execute and return the Renewal Amendment to Landlord
                  within
                  fifteen (15) days after Tenant’s receipt of same, but, upon final
                  determination of the Prevailing Market rate applicable during the
                  Renewal
                  Term as described herein, an otherwise valid exercise of the Renewal
                  Option shall be fully effective whether or not the Renewal Amendment
                  is
                  executed. 

              


      

       

      
        	 	
                (e)

              	
                Definition
                  of Prevailing Market.
                  As used herein, “Prevailing
                  Market”
                  shall mean the arm’s length fair market annual rental rate per rentable
                  square foot under leases entered into on or about the date on which
                  the
                  Prevailing Market is being determined hereunder for office space
                  comparable to the Leased Premises in the Building or Comparable
                  Buildings
                  (as defined below) for a comparable term. The determination of
                  Prevailing
                  Market shall take into account the existence and quality of improvements
                  within the space and any material economic differences between
                  the terms
                  of the Lease and any comparison lease, such as rent abatements,
                  construction costs,
                  improvement allowances,
                  and other concessions and the manner, if any, in which the landlord
                  under
                  any such lease is reimbursed for operating expenses and taxes;
                  provided,
                  however, that the determination of Prevailing Market shall not
                  take into
                  account the market value of Tenant’s rights to Building top signage. The
                  determination of Prevailing Market shall also take into consideration
                  any
                  reasonably anticipated changes in the Prevailing Market rate from
                  the time
                  such Prevailing Market rate is being determined to the time such
                  Prevailing Market rate will become effective under the Lease, as
                  amended.
                  As used herein, “Comparable
                  Buildings”
                  shall mean class “A” office buildings, other than the Building, that are
                  of comparable size and quality as the Building and are located
                  in the
                  downtown San Jose, California area.


              


      

       

      6.2 Sublease
        Premises. 

      


      
        	 	
                (a)

              	
                Expansion
                  Date.
                  Effective as of March 1, 2010 (the “Expansion Date”), the Leased
                  Premises, as defined in the Lease, is increased from 12,824
                  rentable square feet to 35,547
                  rentable square feet by the addition of the Sublease Premises,
                  and from
                  and after the Expansion Date, the Original Premises and the Sublease
                  Premises, collectively, shall be deemed the Leased Premises, as
                  defined in
                  the Lease. The Term for the Sublease Premises shall commence on
                  the
                  Expansion Date and end on the Extended Termination Date. The Sublease
                  Premises 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 Sublease Premises.
                  Notwithstanding the foregoing, in the event the Manufacturers’ Lease (as
                  defined in Recital B above) terminates prior to February 28, 2010,
                  the
                  Expansion Date shall be accelerated to the date immediately following
                  the
                  date of such termination (provided that the Extended Termination
                  Date of
                  the Lease shall remain May 31, 2015), and the terms and
                  conditions of
                  the Lease, as amended hereby, shall be in full force and effect
                  as of such
                  date except that the Minimum Monthly Rent in effect for the period
                  commencing upon the accelerated Expansion Date through and including
                  February 28, 2010 (the “Advance Term”) shall be equal to the amount
                  of Base Rent (as such term is defined in the Sublease) in effect
                  for such
                  period (as the same may increase during the Advance Term as provided
                  in
                  the Sublease), and during the Advance Term, Tenant shall pay to
                  Landlord
                  Tenant’s Proportionate Share of Operating Costs and Taxes in excess of
                  the
                  amount thereof applicable to the Base Year (as defined in the Fourth
                  Amendment to Sublease Agreement, dated May 1, 2005) under the Sublease.
                  Landlord shall provide notice to Tenant if the Manufacturers’ Lease
                  terminates prior to February 28,
                  2010.

              


      

       

      


      
        	 	
                (b)

              	
                Terms
                  Applicable to Sublease Premises

              


      

       

      (i) Determination
        of Minimum Monthly Rent. 

       

      
        	 	
                (A)

              	
                The
                  Minimum Monthly Rent applicable to the Sublease Premises during
                  the period
                  beginning on the Expansion Date and ending on the Extended Termination
                  Date shall reflect the Prevailing Market (as defined above) rate.
                  Landlord
                  shall advise Tenant of the Minimum Monthly Rent for the Sublease
                  Premises
                  no later than December 1, 2009. Said notification of the
                  Minimum
                  Monthly Rent may include a provision for its escalation to provide
                  for a
                  change in the Prevailing Market rate between the time of notification
                  and
                  the Expansion Date. If Tenant and Landlord are unable to agree
                  on a
                  mutually acceptable rental rate not later than January 15,
                  2010, then
                  Landlord and Tenant shall each, within five (5) business
                  days
                  following January 15, 2010, appoint a qualified MAI appraiser
                  who has
                  had at least 5 years experience within the previous 10 years as
                  a real
                  estate appraiser working in the area, in turn those two independent
                  MAI
                  appraisers shall appoint a third MAI appraiser satisfying the same
                  criteria and the majority shall decide upon the fair market rental
                  for the
                  Sublease Premises as of the Expansion Date. If either Landlord
                  or Tenant
                  fails to appoint an appraiser within the 5 day period referred
                  to above,
                  the appraiser appointed by the other party shall be the sole appraiser
                  for
                  the purposes hereof. Landlord and Tenant shall equally share in
                  the
                  expense of this appraisal except that in the event the Minimum
                  Monthly
                  Rent is found to be within five
                  percent (5%)
                  of the original rate quoted by Landlord, then Tenant
                  shall bear the full cost of all the appraisal process, and in the
                  event
                  the Minimum Monthly Rent is found to be more than five percent
                  (5%) less
                  than the original rate quoted by Landlord, then Landlord
                  shall bear the full cost of all the appraisal process. Notwithstanding
                  anything herein to the contrary, in no event shall the net effective
                  Minimum Monthly Rent for the Sublease Premises with respect to
                  the period
                  beginning on the Expansion Date and ending on the Extended Termination
                  Date be less than Two Dollars ($2.00) per rentable square foot
                  of the
                  Sublease Premises. 

              


      

       

      
        	 	
                (B)

              	
                If
                  the Prevailing Market rate has not been determined by the Expansion
                  Date,
                  Tenant shall pay Minimum Monthly Rent upon the terms and conditions
                  in
                  effect under the Sublease during the month preceding the Expansion
                  Date
                  until such time as the Prevailing Market rate has been determined.
                  Upon
                  such determination, the Minimum Monthly Rent for the Sublease Premises
                  shall be retroactively adjusted to the Expansion Date for the Sublease
                  Premises. If such adjustment results in an underpayment of Minimum
                  Monthly
                  Rent by Tenant, Tenant shall pay Landlord the amount of such underpayment
                  within thirty (30) days after the determination thereof. If such
                  adjustment results in an overpayment of Minimum Monthly Rent by
                  Tenant,
                  Landlord shall credit such overpayment against the next installment
                  of
                  Minimum Monthly Rent due under the Lease, as amended hereby, and,
                  to the
                  extent necessary, any subsequent installments, until the entire
                  amount of
                  such overpayment has been credited against Minimum Monthly
                  Rent.

              


      

       

      
        	 	
                (ii)

              	
                Operating
                  Costs, Insurance Costs and Taxes.
                  For the period commencing on the Expansion Date and ending on the
                  Extended
                  Termination Date, Tenant shall pay for Tenant’s Proportionate Share with
                  respect to the Sublease Premises of Operating Costs, Insurance
                  Costs and
                  Taxes in accordance with the terms of the Lease, provided, however,
                  during
                  such period, the Base Year Costs used for the computation of Tenant’s
                  Proportionate Share of Operating Costs, Insurance Costs and Taxes
                  with
                  respect to the Sublease Premises only shall be the Base Operating
                  Costs,
                  Base Taxes and Base Insurance incurred by Landlord in 2010. In
                  no event
                  shall the foregoing be deemed to modify the determination of Base
                  Year
                  Costs for Tenant’s Proportionate Share with respect to the Original
                  Premises, which Base Year Costs shall be calculated in accordance
                  with
                  Section 4 above, using the Base Operating Costs, Base Taxes
                  and Base
                  Insurance incurred by Landlord in 2005.


              


      

       

       

      
        	 	
                (iii)

              	
                Signage.
                  Tenant shall have the exclusive right to continue to display Tenant’s
                  identification
                  signs
                  existing as of the date of this Amendment and located at the top
                  of the
                  Building (the “Exclusive Signs”).
                  Landlord shall not permit any other Building top signage to be
                  displayed
                  on the exterior of the Building during the Term of the Lease, including
                  any Renewal Term. In addition to the Exclusive Signs,
                  Tenant shall have the non-exclusive right to continue to display
                  Tenant’s
                  name on other signage existing at or near the Building as of the
                  date of
                  this Amendment and further described on Exhibit
                  B
                  attached hereto (together with the Exclusive Signs,
                  the “Existing Signage”). Tenant shall maintain the Existing Signage in
                  good condition and repair, and all costs of maintenance and repair
                  shall
                  be borne by Tenant. Maintenance shall include, without limitation,
                  cleaning and, if the Existing Signage is illuminated, relamping
                  at
                  reasonable intervals. Tenant shall be responsible for any electrical
                  energy used in connection with the Existing Signage. Any modifications,
                  alterations or improvements made to the Existing Signage shall
                  be subject
                  to Landlord’s prior written approval. Notwithstanding the foregoing,
                  Tenant shall not be liable for any fee in connection with Tenant’s right
                  to display the Existing Signage in accordance with the Lease. Upon
                  the
                  expiration or earlier termination of the Lease or at such other
                  time that
                  Tenant’s signage rights are terminated pursuant to the terms hereof, if
                  Tenant fails to remove its signage and repair the Building in accordance
                  with the terms of the Lease, Landlord shall cause Tenant’s signage to be
                  removed from the Building and the Building to be repaired and restored
                  to
                  the condition which existed prior to the installation of Tenant’s signage,
                  all at the sole cost and expense of Tenant and otherwise in accordance
                  with the Lease, without further notice from Landlord notwithstanding
                  anything to the contrary contained in the Lease. Tenant shall pay
                  all
                  costs and expenses for such removal and restoration within ten
                  (10)
                  business days following delivery of an invoice therefor. The rights
                  provided in this Section 6.2(b)(iv) shall be non-transferable
                  (except
                  in connection with a Permitted Transfer, in which event such rights
                  shall
                  be fully transferable) unless
                  otherwise agreed by Landlord in writing in its sole discretion.
                  Notwithstanding anything herein to the contrary, nothing contained
                  in this
                  Section shall be deemed to (i) subject to the terms of the following
                  sentence, prohibit Landlord from placing other tenants’ names on any of
                  the monument and/or other signs (other than the Exclusive Signs)
                  serving the Complex, or (ii) entitle Tenant to any naming rights
                  to the
                  Building or Complex or any portion thereof. To the extent Landlord
                  is not
                  prohibited by any existing or future applicable law, code or regulation,
                  and provided that (A) Tenant is not in default beyond any
                  applicable
                  cure period under the Lease, as amended hereby, (B) Tenant
                  has not
                  assigned the Lease (except in connection with a Permitted Transfer),
                  (C) Tenant has not sublet more than twenty-five percent
                  (25%) of the
                  Leased Premises; (D) Tenant is in occupancy of and conducting
                  its
                  Permitted Use in the Leased Premises, Landlord
                  covenants not to allow signage on (x) any monument sign serving
                  the
                  Building, (y) any eyebrow sign on the Building, or (z) the glass
                  of the
                  lobby of the Building, for any Competitor (as hereinafter defined)
                  during
                  the Term or any Renewal Term. For purposes of this provision, “Competitor”
                  shall mean any tenant or other occupant of the Building whose primary
                  business is mortgage services, lending (i.e., those lending
                  services
                  typically offered by banks, savings & loans, thrifts or credit unions,
                  along with SBA lending, commercial finance lending/factoring, and
                  secured
                  real estate lending),
                  or
                  banking, including a bank, savings and loan, thrift or credit union;
                  provided, however, that the foregoing signage restrictions shall
                  not apply
                  to any tenant or other occupant (or any successor-in-interest thereto,
                  including any assignee or subtenant) of the Building whose lease
                  or other
                  occupancy agreement is dated prior to the date of this Amendment
                  if such
                  lease or other occupancy agreement grants such tenant or other
                  occupant a
                  right to any monument or building signage (which signage rights
                  were
                  granted in writing prior to the date of this
                  Amendment).

              


      

       

      
        	 	
                (d)

              	
                Parking.
                  Following the Expansion Date, Tenant shall have the right to use
                  the same
                  number of parking spaces that Tenant has the right to use pursuant
                  to the
                  terms of the Sublease as of the date of this Amendment (i.e., forty-five
                  (45) unreserved parking spaces and fifteen (15) reserved parking
                  spaces
                  free of charge, except that with respect to the fifteen (15) reserved
                  spaces, Tenant shall be responsible for purchasing parking validations
                  for
                  such spaces at the then current rate),
                  and otherwise upon terms and conditions to be more particularly
                  set forth
                  in the Expansion Amendment (defined below).


              


      

       

      
        	 	
                (e)

              	
                Amendment.
                  Landlord and Tenant each shall, on or before the Expansion Date
                  or as soon
                  thereafter as reasonably possible, execute and deliver to the other
                  an
                  amendment (the “Expansion Amendment”) to the Lease, which sets forth the
                  Minimum Monthly Rent, Tenant’s Proportionate Share during the Term and
                  other appropriate terms, but the Minimum Monthly Rent so determined
                  shall
                  be effective during the Term whether or not such Expansion Amendment
                  is
                  executed.

              


      

       

      6.3     Right
        of First Offer

      


      
        	(a)  	
                Provided
                  Tenant is not then in default under the terms, covenants and conditions
                  of
                  the Lease, as amended hereby, Tenant shall have an ongoing right
                  of offer
                  (the “Offer Right”) to lease all or a portion of each space located on the
                  fourth (4th)
                  floor of the Building (the "Potential Offer Space”). Tenant’s Offer Right
                  shall be exercised as follows: (i) at any time after Landlord
                  has
                  determined that the existing tenant, if any, in any portion of
                  such
                  Potential Offer Space, will not extend or renew the term of its
                  lease with
                  respect thereto (but prior to leasing such space to a party other
                  than the
                  existing tenant), or (ii) in the case of a Potential Offer
                  Space that
                  is vacant as of the date of this Amendment, after Landlord first
                  leases
                  such Potential Offer Space to a third party and Landlord has determined
                  that such tenant will not extend or renew the terms of its lease
                  with
                  respect thereto (but prior to leasing such space to a party other
                  than the
                  then existing tenant), Landlord shall notify Tenant in writing
                  (“Landlord’s Notice”) of the approximate size and location of the portion
                  of the Potential Offer Space (the “Offer Space”) that will be available,
                  the date such Offer Space will be available for occupancy, and
                  the terms
                  and conditions on which Landlord intends to offer it to the public,
                  and
                  Tenant shall have a period of ten (10) business days following
                  receipt of
                  Landlord’s Notice in which to exercise Tenant's Offer Right to lease such
                  portion of the Offer Space pursuant to the terms and conditions
                  contained
                  in Landlord's Notice, failing which Landlord may lease such portion
                  of the
                  Offer Space to any third party on whatever basis Landlord desires,
                  and
                  Tenant shall have no further rights with respect to the Offer Space.
                  If
                  Tenant exercises its Offer Right in accordance with the terms and
                  conditions of this Section 6.3, effective as of the date Landlord
                  delivers
                  the Offer Space (the "Delivery Date"), the Offer Space shall automatically
                  be included within the Leased Premises and subject to all the terms
                  and
                  conditions of the Lease, except as set forth in Landlord's notice
                  and as
                  follows:

              


      

       

      


      
        	 	
                (i)

              	
                Tenant's
                  Proportionate Share shall be recalculated, using the total square
                  footage
                  of the Leased Premises, as increased by the Offer
                  Space.

              


      

      


      
        	 	
                (ii)

              	
                Unless
                  Landlord’s Notice specifies otherwise, the Offer Space shall be leased on
                  an "as is" basis and Landlord shall have no obligation to improve
                  the
                  Offer Space or grant Tenant any improvement allowance
                  thereon.

              


      

      


      
        	 	
                (iii)

              	
                If
                  requested by Landlord, Tenant shall, prior to the beginning of
                  the term
                  for the Offer Space, execute a written memorandum or amendment
                  confirming
                  the inclusion of the Offer Space and the Minimum Monthly Rent for
                  the
                  Offer Space.

              


      

      


      
        	 	
                (iv)

              	
                The
                  Term for the Offer Space shall be coterminous with the Leased Premises;
                  provided, however, that in no event shall the Term for the Offer
                  Space be
                  less than thirty-six (36) months. 

              


      

      


      
        	 	
                (b)

              	
                Tenant
                  shall have no such Offer Right and Landlord need not provide Tenant
                  with a
                  written notice of the same, if:

              


      

       

      
        	 	
                (i)

              	
                Tenant
                  is in default under the Lease beyond any applicable cure periods
                  at the
                  time that Landlord would otherwise deliver Landlord’s Notice as described
                  above; or

              


      

      


      
        	 	
                (ii)

              	
                more
                  than twenty-five percent (25%) of the Leased Premises is sublet
                  at the
                  time Landlord would otherwise deliver Landlord’s Notice as described
                  above; or

              


      

      


      
        	 	
                (iii)

              	
                the
                  Lease has been assigned (other than in connection with a Permitted
                  Transfer) prior to the date Landlord would otherwise deliver Landlord’s
                  Notice as described above; or

              


      

      


      
        	 	
                (iv)

              	
                Tenant
                  is not occupying the Leased Premises on the date Landlord would
                  otherwise
                  deliver Landlord’s Notice as described above;
                  or

              


      

      


      
        	 	
                (v)

              	
                the
                  Offer Space is not intended for the exclusive use of Tenant during
                  the
                  Term; or

              


      

      


      
        	 	
                (vi)

              	
                the
                  existing tenant in the Offer Space is interested in extending or
                  renewing
                  its lease for the Offer Space or entering into a new lease for
                  such Offer
                  Space.

              


      

      


      
        	 	
                (c)

              	
                If
                  Landlord is delayed delivering possession of the Offer Space due
                  to the
                  holdover or unlawful possession of such space by any party, Landlord
                  shall
                  use reasonable efforts to obtain possession of the space as soon
                  as
                  reasonably practicable, and the commencement of the term for the
                  Offer
                  Space shall be postponed until the date Landlord delivers possession
                  of
                  the Offer Space to Tenant free from occupancy by any
                  party.

              


      

       

      
        	 	
                (d)

              	
                The
                  rights of Tenant hereunder with respect to an Offer Space shall
                  terminate
                  on the earlier to occur of (i) the Extended Termination
                  Date of the
                  Lease; (ii) with respect to any particular portion of the
                  Offer
                  Space, Tenant's failure to exercise its Offer Right with respect
                  to such
                  portion within the 10 business day period provided in Subsection (a)
                  above; and (iii) with respect to any particular portion
                  of the Offer
                  Space, the date Landlord would have provided Tenant a notice of
                  availability with respect to such portion if Tenant had not been
                  in
                  violation of one or more of the conditions set forth in
                  Subsection (b) above. Notwithstanding the foregoing, in
                  the event
                  that Tenant fails to exercise its Offer Right with respect to any
                  particular portion of the Offer Space and Landlord fails to enter
                  into a
                  lease with a prospect for such portion of the Offer Space within
                  180 days
                  following the expiration of Tenant’s Offer Right with respect to such
                  portion of the Offer Space, Tenant’s Offer Right with respect to such
                  portion of the Offer Space shall be reinstated, subject to the
                  terms of
                  this Section 6.3(d). Notwithstanding the foregoing, Tenant
                  shall,
                  within the one hundred eighty (180) days following the date of
                  Landlord’s
                  Notice, again have the Offer Right with respect to the Offer Space
                  if,
                  within such one hundred eighty (180) day period, Landlord proposes
                  to
                  lease the Offer Space to a prospective tenant on terms that are
                  substantially different than those set forth in Landlord’s Notice. For
                  purposes hereof, the terms offered to a prospect shall be deemed
                  to be
                  substantially the same as those set forth in Landlord’s Notice as long as
                  there is no more than a 5% reduction in the “bottom line” cost per
                  rentable square foot of the Offer Space to the prospect when compared
                  with
                  the “bottom line” cost per rentable square foot under Landlord’s Notice,
                  considering all of the economic terms of the both deals, respectively,
                  including, without limitation, the length of term, the net rent,
                  any tax
                  or expense escalation or other financial escalation and any financial
                  concessions. 

              


      

       

      
        	 	
                (e)

              	
                Notwithstanding
                  anything herein to the contrary, Tenant’s Offer Right is subject and
                  subordinate to the expansion rights (whether such rights are designated
                  as
                  a Offer Right, right of first refusal, expansion option or otherwise)
                  of
                  Grant Thornton LLP, an Illinois limited partnership (“Grant
                  Thornton”), pursuant to that certain Office Lease, dated January 17, 2005,
                  by and between Landlord and Grant
                  Thornton.

              


      

       

      
        	 	
                6.4

              	
                Destruction.
                  Paragraph 19.6 of the Lease is hereby amended to provide that,
                  notwithstanding the provisions of such paragraph which permit Landlord
                  to
                  terminate the Lease if there is substantial damage to the Leased
                  Premises
                  or the Building during the last twelve (12) months of the Term
                  of the
                  Lease, Landlord shall not have the right to terminate the Lease
                  if during
                  such twelve (12) month period, Tenant has properly exercised its
                  Renewal
                  Option pursuant to Section 6.1 of this Amendment. Furthermore,
                  if at the
                  time of such damage Tenant has a Renewal Option that has not yet
                  been
                  exercised and the time for exercise of the Renewal Option has not
                  then
                  expired, then Tenant shall have a period of thirty (30) days from
                  the date
                  of the casualty to elect to exercise its Renewal Option by delivery
                  of
                  written notice to Landlord. If Tenant has previously exercised
                  its Renewal
                  Option or Tenant exercises its Renewal Option during such thirty
                  (30) day
                  period, and provided Landlord is otherwise obligated to, or elects
                  to
                  repair such damage under the provisions of Article 19 of the Lease,
                  Landlord shall, at Landlord’s expense, repair such damage in accordance
                  with Article 19 of the Lease, and the Lease shall continue in full
                  force
                  and effect. If Tenant fails to exercise its Renewal Option during
                  such
                  thirty (30) day period, then Landlord may, at Landlord’s option, terminate
                  the Lease effective as of the date of the casualty, by delivering
                  notice
                  to Tenant of Landlord’s election to do so within ten (10) days after the
                  expiration of such thirty (30) day
                  period.

              


      

       

      
        	 	
                6.5

              	
                Subordination,
                  Nondisturbance and Attornment. Landlord
                  shall use commercially reasonable efforts to obtain a non-disturbance,
                  subordination and attornment agreement from Landlord's current
                  mortgagee
                  on such mortgagee's then current standard form of agreement. "Reasonable
                  efforts" of Landlord shall not require Landlord to incur any cost,
                  expense
                  or liability to obtain such agreement, it being agreed that Tenant
                  shall
                  be responsible for any fee or review costs charged by the mortgagee.
                  Upon
                  request of Landlord, Tenant shall execute the mortgagee’s form of
                  non-disturbance, subordination and attornment agreement, with such
                  modifications (if any) as may be requested by Tenant and agreed
                  to by the
                  mortgagee, and return the same to Landlord for execution by the
                  mortgagee.
                  Such non-disturbance, subordination, and attornment agreement in
                  favor of
                  Tenant shall provide that, so long as Tenant is paying the Rent
                  due under
                  the Lease and is not otherwise in default under the Lease beyond
                  any
                  applicable cure period, its right to possession and the other terms
                  of the
                  Lease shall remain in full force and effect. Such non-disturbance,
                  subordination, and attornment agreement may include other commercially
                  reasonable provisions in favor of the mortgagee, including, without
                  limitation, additional time on behalf of the mortgagee to cure
                  defaults of
                  the Landlord and provide that (a) neither mortgagee nor
                  any
                  successor-in-interest shall be bound by (i) any payment
                  of the
                  Minimum Monthly Rent, Additional Rent, or other sum due under the
                  Lease,
                  as amended hereby, for more than 1 month in advance or (ii) any
                  amendment or modification of the Lease made without the express
                  written
                  consent of mortgagee or any successor-in-interest; (b) neither
                  mortgagee nor any successor-in-interest will be liable for (i) any
                  act or omission or warranties of any prior landlord (including
                  Landlord),
                  (ii) the breach of any warranties or obligations relating
                  to
                  construction of improvements on the property or any tenant finish
                  work
                  performed or to have been performed by any prior landlord (including
                  Landlord), or (iii) the return of any security deposit,
                  except to the
                  extent such deposits have been received by mortgagee; and (c) neither
                  mortgagee nor any successor-in-interest shall be subject to any
                  offsets or
                  defenses which Tenant might have against any prior landlord (including
                  Landlord). Landlord's failure to obtain a non-disturbance, subordination
                  and attornment agreement for Tenant shall have no effect on the
                  rights,
                  obligations and liabilities of Landlord and Tenant or be considered
                  to be
                  a default by Landlord hereunder; provided, however that if Landlord
                  is
                  unable to obtain a non-disturbance agreement from any mortgagee,
                  then
                  Tenant shall not be required to execute any other documents that
                  may be
                  required by such mortgagee.  

              


      

       

      
        	
                7.

              	
                Miscellaneous. 

              


      

      


      
        	 	
                7.1

              	
                This
                  Amendment, including Exhibit A (Tenant Alterations) attached hereto,
                  sets
                  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 Leased 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.

              


      

      


      
        	 	
                7.2

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

              


      

      


      
        	 	
                7.3

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

              


      

      


      
        	 	
                7.4

              	
                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.

              


      

      


      
        	 	
                7.5

              	
                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.

              


      

      


      
        	 	
                7.6

              	
                Tenant
                  hereby represents to Landlord that Tenant has dealt with no broker,
                  other
                  than Cornish & Carey, in connection with this Amendment. Tenant agrees
                  to indemnify and hold Landlord, its 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 other brokers
                  claiming to have represented Tenant in connection with this Amendment.
                  Landlord hereby represents to Tenant that Landlord has dealt with
                  no
                  broker, other than Cornish & Carey, in connection with this Amendment.
                  Landlord agrees to indemnify and hold Tenant, its 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 other
                  brokers claiming to have represented Landlord in connection with
                  this
                  Amendment.

              


      

      


      
        	 	
                7.7

              	
                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.

              


      

      


      
        	 	
                7.8

              	
                Redress
                  for any claim against Landlord under the Lease and this Amendment
                  shall be
                  limited to and enforceable only against and to the extent of Landlord’s
                  interest in the Building (as defined in the Lease). The obligations
                  of
                  Landlord under the Lease are not intended to and shall not be personally
                  binding on, nor shall any resort be had to the private properties
                  of, any
                  of its trustees or board of directors and officers, as the case
                  may be,
                  its investment manager, the general partners thereof, or any
                  beneficiaries, stockholders, employees, or agents of Landlord or
                  the
                  investment manager.

              


      

      


       

      IN
        WITNESS WHEREOF, Landlord and Tenant have entered into and executed this
        Amendment as of the date first written above.

       

      
        	
                LANDLORD:

              	
                TENANT:

              
	 	 
	
                SJ
                  PLAZA, LLC,

                a
                  Delaware limited liability company

                 

                By: Divco
                  West Group, LLC

                a
                  Delaware limited liability company

                Its
                  Agent

                 

                By: _______________________

                Name: _______________________

                Its: _______________________

              	
                HERITAGE
                  COMMERCE CORP.,

                a
                  California corporation

                 

                By: _______________________

                Name: ______________________

                Its: ______________________

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        A - TENANT ALTERATIONS

      


      attached
        to and made a part of the Amendment bearing the

      date
        of
        August 8, 2005, between SJ
        PLAZA, LLC,
        as
        Landlord and 

      HERITAGE
        COMMERCE CORP.,
        as
        Tenant

      1.0     Tenant,
        following the full and final execution and delivery of the Amendment to which
        this Exhibit A is attached and any prepaid rental and security deposits required
        under such agreement, shall have the right to perform alterations and
        improvements in the Original Premises and, subject to the terms of the Sublease
        and the Manufacturers’ Lease, the Sublease Premises (the “Initial Alterations”).
        Notwithstanding the foregoing, Tenant and its contractors shall not have
        the
        right to perform Initial Alterations in the Original Premises unless and
        until
        Tenant has complied with all of the terms and conditions of Article 12
        of
        the Lease, including, without limitation, approval by Landlord of the final
        plans for the Initial Alterations and the contractors to be retained by Tenant
        to perform such Initial Alterations. Tenant shall be responsible for all
        elements of the design of Tenant’s plans (including, without limitation,
        compliance with law, functionality of design, the structural integrity of
        the
        design, the configuration of the premises and the placement of Tenant’s
        furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans
        shall in no event relieve Tenant of the responsibility for such design.
        Landlord’s approval of the contractors to perform the Initial Alterations shall
        not be unreasonably withheld. The parties agree that Landlord’s approval of the
        general contractor to perform the Initial Alterations shall not be considered
        to
        be unreasonably withheld if any such general contractor (i) does not
        have
        trade references reasonably acceptable to Landlord, (ii) does not
        maintain
        insurance as required pursuant to the terms of the Lease, as amended hereby,
        (iii) does not have the ability to be bonded for the work in an amount
        of
        no less than 150% of the total estimated cost of the Initial Alterations,
        (iv) does not provide current financial statements reasonably acceptable
        to
        Landlord, or (v) is not licensed as a contractor in the state/municipality
        in which the Original Premises is located. Tenant acknowledges the foregoing
        is
        not intended to be an exclusive list of the reasons why Landlord may reasonably
        withhold its consent to a general contractor.

       

      2.0     Provided
        Tenant is not in default, Landlord agrees to contribute the sum of One Hundred
        Seventy-Seven Thousand Seven Hundred Thirty-Five Dollars ($177,735.00) (the
        "Allowance") toward the cost of performing the Initial Alterations. The
        Allowance may be
        used
        for the
        cost
        of preparing design and construction documents and mechanical and electrical
        plans for the Initial Alterations and for
        all
        hard
        costs incurred
        by Tenant in
        connection with the Initial Alterations,
        including preliminary and final plans and specifications, permits, plan check
        fees, engineering, and construction of the Initial Alterations.
        The
        Allowance shall be paid to Tenant or, at Landlord's option, to the order
        of the
        general contractor that performed the Initial Alterations, within thirty
        (30)
        days following receipt by Landlord of (1) receipted bills covering all labor
        and
        materials expended and used in the Initial Alterations; (2) a sworn contractor's
        affidavit from the general contractor and a request to disburse from Tenant
        containing an approval by Tenant of the work done; (3) full and final waivers
        of
        lien; (4) as-built plans of the Initial Alterations; and (5) the certification
        of Tenant’s
        general contractor
        that the
        Initial Alterations have been installed in a good and workmanlike manner
        in
        accordance with the approved plans, and in accordance with applicable laws,
        codes and ordinances. The Allowance shall be disbursed in the amount reflected
        on the receipted bills meeting the requirements above. Notwithstanding anything
        herein to the contrary, Landlord shall not be obligated to disburse any portion
        of the Allowance during the continuance of an uncured default under the Lease,
        and Landlord's obligation to disburse shall only resume when and if such
        default
        is cured.

       

      3.0     In
        no
        event shall the Allowance be used for the purchase of equipment, furniture
        or
        other items of personal property of Tenant. Tenant shall be responsible for
        all
        applicable state sales or use taxes, if any, payable in connection with the
        Initial Alterations and/or Allowance.
        

       

      4.0     Tenant
        agrees to accept the Original Premises in its "as-is" condition and
        configuration, it being agreed that Landlord shall not be required to perform
        any work or, except as provided above with respect to the Allowance, incur
        any
        costs in connection with the construction or demolition of any improvements
        in
        the Original Premises.

       

      5.0     This
        Exhibit A shall not be deemed applicable to any additional space added to
        the
        Original Premises at any time or from time to time, whether by any options
        under
        the Lease or otherwise, or to any portion of the Original Premises or any
        additions to the Original Premises in the event of a renewal or extension
        of the
        original Term of the Lease, whether by any options under the Lease or otherwise,
        unless expressly so provided in the Lease or any amendment or supplement
        to the
        Lease.