Exhibit 10.23


 


AMENDMENT NO. 3 TO SELLPOINTS, INC. LEASE


 


THIS AMENDMENT NO. 3 TO SELLPOINTS, INC. LEASE
is made and entered into as of February 27, 2015, by and between 65TH STREET DEVELOPMENT COMPANY, LLC, a California
limited liability company (“Landlord”), and SELLPOINTS, INC., a Delaware corporation (“Tenant”).


 


RECITALS


 


A.            Landlord
and Tenant entered into that certain Lease dated October 14, 2013, as amended by that certain Amendment No. 1 to the Lease dated
December 11, 2013 and Amendment No. 2 to the Lease dated December 27, 2013 for the lease of certain Premises (the “Premises”),
in 6550 Vallejo Street, Emeryville and 1148 65th Street Oakland, California, more particularly described in Exhibit A
to the Lease. The capitalized terms used in this Amendment shall have the meanings set forth in the Lease unless otherwise specified
herein.


 


B.            Landlord
and Tenant desire by this Amendment to further amend the Lease to relocate and expand the Tenant’s office premises, to decrease
the size of the warehouse portion of the Premises, to extend the term and to adjust Tenant’s percentage share, all set forth
herein.


 


TERMS


 


NOW, THEREFORE, in consideration of the foregoing
recitals and of the mutual agreements herein contained, Landlord and Tenant hereby agree as follows:


 


1.             Amendment
of BASIC LEASE INFORMATION: The following provisions of the Basic Lease Information of the Lease are hereby amended as of the
Delivery (as defined in paragraph 4 below), anticipated to be June 1, 2015, of Suite 250 with the Tenant Improvements (as defined
in paragraph 5 below) substantially completed, , to read as follows:


 


	Premises:	Rentable
	 	Area
	Office Suite 250	8030 sf
	1198 65th Street	 
	Emeryville, CA  94608	 
	 	 
	Warehouse	 
	consisting of warehouse, office and studio
	107-W, 107-O and 107-S	4666 sf
	1148 65th Street	 
	Oakland, CA  94608	 


 




    	 



     


    

 


2.             Amendment
of BASIC LEASE INFORMATION, to read.


 


Base
Rent per Month:

Suite 250:

Delivery Date – January 31, 2016

             $23,683.29 (Office)

February 1, 2016 – January 31, 2017

             $24,324.32 (Office)

February 1, 2017 – January 31, 2018

             $24,984.58 (Office)

February 1, 2018 – May 31, 2018

             $25,664.64 (Office)


 


Warehouse:

Delivery Date – January 31, 2016

             $4200.00

February 1, 2016 – January 31, 2017

             $4,326.00

February 1, 2017 - January 31, 2018

             $4,455.78

February 1, 2018 – May 31, 2018

             $4,589.45


 


Tenant’s
Percentage Share:

Building Share – 17.2%,

Office Share – 20.5%


 


3.             Surrender
of Suites 200 and 300


 


Notwithstanding the foregoing, Tenant shall
continue to be liable for payment of Base Rent and Tenant’s Percentage Share of increases in Operating Expenses and Property
Taxes for Suites 200 and 300 pursuant to the Lease as effective prior to this Amendment until such time as Tenant shall deliver
possession of Suites 200 and 300 to Landlord, in “broom clean” condition, free and clear of all personal property,
trash, effects and debris, ordinary wear and tear excepted, and all Building keys and cards for Suites 200 and 300 shall have been
returned to Landlord. The surrender of Suites 200 and 300 shall be concurrent to the Delivery of Suite 250.


 


4.             Amendment
of Exhibit A. As of the Delivery, the floor plans of the Office and Warehouse portions of the Premises attached to the Lease
as Exhibit A are hereby deleted and Exhibit A to this Amendment is substituted therefor.


 


5.             Initial
Improvements of Suite 250.  Landlord shall cause to be made the improvements in Suite 250 described in the drawings listed
on Exhibit B to this Amendment (the “Tenant Improvement”) to be constructed. The date that possession
of Suite 250 is delivered to Tenant with the Tenant Improvements substantially completed is the “Delivery Date.”


 




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6.            Tenant
Allowance. Landlord shall provide Tenant with a $75,000 relocation allowance to be used for furniture, wiring, and other costs


 


7.            Disbursement
of Tenant Allowance.


 


(a) Landlord shall make disbursements from
the Tenant Allowance upon Landlord’s receipt of Tenant’s written request therefor, together with (i) evidence satisfactory
to Landlord of the completion, in a good and workman-like manner, of the Tenant work or material installation (such as furniture
and wiring) for which such disbursement request is made, and (ii) a copy of the final invoice of each contractor or subcontractor
that completed any portion of the Tenant work for which such disbursement request is made. Disbursements from the Tenant Allowance
shall be made, either to Tenant or directly to the applicable contractor(s) or subcontractor(s), at Landlord’s election in
its sole and absolute discretion, in the amounts of such invoices for completed work provided pursuant to clause (ii) of the immediately
preceding sentence; provided, however, that in no event shall Landlord be obligated to make any disbursement from the Tenant Improvement
Allowance which would cause the aggregate amount disbursed therefrom to exceed Seventy-five Thousand Dollars ($75,000). Tenant
shall be solely responsible for, and shall not be reimbursed by Landlord for, any costs incurred by Tenant with respect to Tenant
work, which costs may cause the total amount of costs incurred by Tenant with respect to the Tenant Improvements to exceed Seventy-five
Thousand Dollars ($75,000). If Tenant does not use the full amount of the Tenant Allowance by December 31, 2015, then Tenant may
apply the balance of the Tenant Allowance to rent due.


 


(b) Landlord shall have no obligation to
make any disbursement of all or any portion of the Tenant Improvement Allowance at any time during the existence of an event of
default under the Lease or a condition which with the giving of notice or the passage of time could become an event of default.


 


8.            Counterparts.
This Amendment may be executed, acknowledged and delivered in any number of counterparts, and each of such counterparts shall
constitute an original but all together only one Amendment.


 


9.            Headings.
Any headings or captions preceding the text of the several sections hereof are intended solely for convenience of reference and
shall not constitute a part of this Amendment No. 1 nor shall they affect its meaning, construction or effect.


 


10.          Reference
to Lease. Any and all notices, requests, certificates and other documents or instruments executed and delivered concurrently
with or after the execution and delivery of this Amendment may refer to the Lease without making specific reference to this Amendment,
but nevertheless all such references shall be deemed to include this Amendment, unless the context shall otherwise require.


 


11.          Ratification
of Lease. Except to the extent hereby amended or modified by this Amendment, the Lease is hereby ratified, confirmed and approved
in all respects by the parties.


 




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12.          Entire
Agreement. This Amendment sets forth the entire understanding of the parties in connection with the subject matter hereof.
There are no agreements between Landlord and Tenant relating to the Lease or the Premises other than those set forth in writing
and signed by the parties. Neither party hereto has relied on any understanding, representation or warranty not set forth herein,
either oral or written, as an inducement to enter into this Amendment.


 


IN WITNESS WHEREOF, this Amendment is made
as of the day and year first above written.


 


	TENANT:	 	LANDLORD:
	 	 	 
	SELLPOINTS, INC.	 	65TH STREET DEVELOPMENT COMPANY, LLC,
	a Delaware corporation	 	a California limited liability company







 


	By:	/s/ Brian O’keefe	 	By:	/s/ Felicia Woytak










	Name:	Brian O’Keefe	 	Felicia Woytak
	Its:	CEO	 	Manager







 


Exhibit A – Amended Warehouse and
Office Premises


 




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Exhibit B – Amended Office Premises


 


Per Hunstman Architectural Group Plans dated
February 11, 2015

(Full plan set for Suite 250 available upon request)


 




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