acacia_10k-ex1022.htm


    EXHIBIT 10.22

     

    FIFTH AMENDMENT TO
LEASE 

     

    
      
        
          	
                  I.

                	
                  PARTIES
      AND DATE.

                


        

         

      

    

    This
Amendment to Lease
dated               
9/10               2007, is by
and between
THE IRVINE COMPANY LLC,
a Delaware limited liability company, formerly The Irvine Company, a
Delaware corporation ("Landlord"), and ACACIA RESEARCH CORPORATION, a
Delaware corporation ("Tenant").

     

    
      
        
          
            	
                    II.

                  	
                    RECITALS.

                  


          

               
On January 28, 2002, Landlord and Tenant entered into an office space lease for
space in a building located at 500 Newport Center Drive, Suite 700, Newport
Beach, California ("Premises"), which lease was amended by a First Amendment to
Lease dated August 13, 2004, wherein Suite 780
was added to the
Premises, a
Second Amendment
to
Lease
dated
February 9, 2005,
wherein Suite 750 was added
to the Premises, a Third Amendment to Lease dated March 14, 2006, and a
Fourth Amendment to Lease dated November 9, 2006, wherein Suite 570 was added to
the Premises (as amended, the "Lease").

      

    

    


    Landlord
and
Tenant
each desire to modify the Lease
to add approximately 3,419
rentable square feet of
space on the eighth (8th) floor
of the
Building ("Suite 830"), adjust the Basic Rent, and make such other
modifications as are set forth in "III. MODIFICATIONS" next
below.

    
       

      
        
          
            
              	
                      III.

                    	
                      MODIFICATIONS.

                    


            

          

        

      

    

     

    A.            Basic Lease
Provisions. The Basic Lease Provisions are hereby amended as follows:

     

    1.    Effective
as of the Commencement Date for Suite 830, Item 2 shall be amended by adding
"Suite 830."

     

    2.    Item 4 is
hereby amended by adding the following: "Estimated Commencement Date for Suite
830: October 15, 2007"

     

    3.    Effective
as of the Commencement Date for Suite 830, Item 6 shall be amended by adding the
following:

    


    "Basic Rent for
Suite 830: Thirteen
Thousand Eight Hundred Forty-Seven Dollars ($13,847.00) per
month.

     

    Rental
Adjustments for Suite 830:

     

    Commencing
February 15, 2008, the Basic Rent for Suite 830 shall be Fourteen Thousand Three
Hundred Ninety-Four Dollars ($14,394.00) per month.

     

    Commencing
February 15, 2009, the Basic Rent for Suite 830 shall be Fourteen Thousand Nine
Hundred Seventy-Five Dollars ($14,975.00) per month.

     

    Commencing
February 15, 2010, the Basic Rent for Suite 830 shall be Fifteen Thousand Five
Hundred Ninety-One Dollars ($15,591.00) per month.

     

    
      
        
        

      

      
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    Commencing
February 15, 2011, the Basic Rent for Suite 830 shall be Sixteen Thousand Two
Hundred Six Dollars ($16,206.00) per month."

     

    4.     Effective
as of the Commencement Date for Suite 830, Item 7 shall be amended by adding the
following:

     

    "Property
Tax Base for Suite 830: The Property Taxes per rentable square foot incurred by
Landlord and attributable to the twelve month period ending June 30,
2008.

     

    Building
Cost Base for Suite 830: The Building Costs per rentable square foot incurred by
Landlord and attributable to the twelve month period ending June 30, 2008.,

     

    5.     Effective
as of the Commencement Date for Suite 830, Item 8 shall be amended by adding
"and Suite 830 comprising approximately 3,419 rentable square
feet."

     

    6.     Item 9 is
hereby deleted in its entirety and the following substituted in lieu
thereof:

    


    "9.  Security Deposit.
$46,506.00"

    


    7.     Effective
as of the Commencement Date for Suite 830. Item 12 shall be deleted in its
entirety and the following shall be substituted in lieu thereof:

    


    "12.    Parking:
Sixty-five (65) unreserved
vehicle parking spaces
"

    


    B.    Commencement Date.
As used herein, the "Commencement Date for
Suite 830" shall occur on the
earlier of (a) the
date Suite 830
is
deemed ready for occupancy
pursuant to Section
III.C below, or (b) the date Tenant commences its business activities within
Suite 830. Promptly following request by Landlord, the parties shall memorialize
on a form provided by Landlord (the " Suite 830 Commencement Memorandum") the
actual Commencement Date for Suite 830: should Tenant fail to execute and return
the Suite 830 Commencement Memorandum to Landlord within five (5) business days
(or provide specific written objections thereto within that period), then
Landlord's determination of the Commencement Date for Suite 830 as set forth in
the Suite 830 Commencement Memorandum shall be conclusive.

     

    C.    Delay
in
Possession. If Landlord, for any reason
whatsoever, cannot deliver possession of Suite 830 to Tenant on or before
the Estimated Commencement Date for Suite 830 set forth in Section III.A.2
above, this Amendment shall not be void or voidable nor shall Landlord be liable
to Tenant for any resulting loss or damage. However, Tenant shall not be liable
for any rent for Suite 830 and the Commencement Date for Suite 830 shall not
occur until Landlord delivers possession of Suite 830 and Suite 830 is in fact
ready for occupancy as defined below, except that if Landlord's failure to so
deliver possession is attributable to any action or inaction by Tenant
(including without limitation any Tenant Delay described in the Work Letter, if
any, attached to this Amendment), then Suite 830 shall be deemed ready for
occupancy, and Landlord shall be entitled to full performance by Tenant
(including the payment of rent), as of the date Landlord would have been able to
deliver Suite 830 to Tenant but for Tenant's delay(s). Subject to the foregoing,
Suite 830 shall be deemed ready for occupancy if and when Landlord, to the
extent applicable, (a) has put into operation all building services essential
for the use of Suite 830 by Tenant, (b) has provided reasonable access to Suite
830 for Tenant so that it may be used without
unnecessary
interference, (c)
has substantially completed all the work
required to
be done by Landlord in this Amendment, and (d) has obtained requisite
governmental approvals to Tenant's occupancy.

     

    D.    Security Deposit.
Concurrently with Tenant's delivery of this Amendment, Tenant shall deliver the
sum of Seventeen Thousand Eight Hundred Twenty-Seven Dollars ($17,827.00) to
Landlord, which sum shall be added to the Security Deposit presently being held
by Landlord in accordance with Section 4.3 of the Lease.

     

    
      
        
        

      

      
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    E.    Operating Expenses.
Notwithstanding any contrary provision in the Lease, Landlord hereby agrees that
Tenant shall not be obligated to pay Landlord for Operating Expenses accruing in
connection with Suite 830 during the twelve (12) month period commencing as of
the Commencement Date for Suite 830.

     

    F.            Signage. Landlord, at its sole
cost and
expense, shall affix and maintain a sign (restricted
solely to Tenant's name as set forth herein) adjacent to the entry door of Suite
830, and shall add an identification strip in the lobby directory of the
Building. Any subsequent changes to that initial signage shall be made
at Tenant's expense in accordance with Section 5.2 of the Lease.

     

    G.           Floor
Plan
of
Premises. Effective as of the
Commencement Date for Suite 830,
Exhibit A-3 attached to this Amendment shall be added to Exhibit A of the
Lease.

     

    H.   Parking. Notwithstanding any contrary provision in the Lease,
effective as of the Commencement Date for Suite 830, Landlord shall provide to
Tenant in connection with its leasing of Suite 830, and Tenant may lease from
Landlord, up to twelve (12) additional unreserved parking stalls (the "Suite 830
Allotted Stalls") (as reflected in the revised parking allotment set forth in
Section 111.7 of this Amendment). Landlord agrees that Tenant may convert up to
four (4) of the Suite 830 Allotted Stalls to reserved stalls by providing
written notice of such election to Landlord prior to June 30, 2008 (the "Suite
830 Converted Stalls"). Tenant acknowledges
that,
if such written notice of election is not
delivered to Landlord
prior to June
30, 2008, then the conversion of the unreserved stalls to reserved stalls
shall be subject to the month to month
availability of such reserved
stalls as
determined by Landlord
and
the
reserved stalls shall be at Landlord's scheduled rates. Notwithstanding
any contrary provision in Exhibit C to the Lease, during the period commencing
as of the Commencement Date for Suite 830 and ending February 29, 2012 only and
subject to the foregoing, the stall charges for the Suite 830 Allotted Stalls
shall be Seventy-Five Dollars ($75.00) per unreserved stall per month, and, if
applicable, One
Hundred Ten Dollars
($110.00) per Suite 830
Converted Stall per month.
Thereafter, the stall
charges shall be at Landlord's scheduled parking rates from time to
time.

     

    I.            Tenant improvements.
Landlord hereby agrees to complete the Tenant Improvements for Suite 830 in
accordance with the provisions of Exhibit X, Work Letter, attached
hereto.

     

    J.    Contingency. Tenant
understands and agrees that the effectiveness of this Amendment is contingent
upon the mutual execution and delivery of a new lease between Landlord and
Mobilitie, LLC, a Nevada limited liability company, the third party tenant
currently in possession of Suite 830, to relocate said third party tenant to
another space in Landlord's portfolio.

     

    
      
        
          
            
              
                
                  	
                          IV.

                        	
                          GENERAL.

                        


                

              

            

          

        

         

      

    

    A.    Effect of Amendments.
The Lease shall remain in full force and effect except to the extent that it is
modified by this Amendment.

    


    
      
        
        

      

      
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    B.    Entire Agreement. This Amendment
embodies the entire understanding between Landlord and Tenant with respect to
the modifications set forth in "III. MODIFICATIONS" above and can be changed
only by a writing signed by Landlord and Tenant.

    


    C.    Counterparts. If this
Amendment is executed in counterparts, each is hereby declared to be an
original; all, however, shall constitute but one and the same amendment. In any
action or proceeding, any photographic, photostatic, or other copy of this
Amendment may be introduced into evidence without foundation.

     

    D.    Defined Terms. All
words commencing with initial capital letters in this Amendment and defined in
the Lease shall have the same meaning in this Amendment as in the Lease, unless
they are otherwise defined in this Amendment.

     

    E.    Authority. If Tenant
is a corporation, limited liability company or partnership, or is comprised of
any of them, each individual executing this Amendment for the corporation,
limited liability company or partnership represents that he or she is duly
authorized to execute and deliver this Amendment on behalf of such entity and
that this Amendment is binding upon such entity in accordance with its
terms.

     

    F.    Attorneys' Fees. The
provisions of the Lease respecting payment of attorneys' fees shall also apply
to this Amendment.

     

    
      
        
          
            
              
                
                  
                    	
                            IV.

                          	
                            EXECUTION.

                          


                  

                

              

            

          

           

        

      

    

    Landlord
and Tenant executed this Amendment on the date as set forth in "I. PARTIES AND
DATE." above.

     

    
      
        	
                LANDLORD:

                 

                THE
      IRVINE COMPANY LLC

              	
                TENANT:

                 

                ACACIA
      RESEARCH CORPORATION

              
	 
      	 
      
	 
      	 
      
	
                By:  /s/ Steven M.
      Case                                  
      

                      Senior
      Vice President, Leasing

                      Office
      Properties

              	
                
                  By:  /s/ Paul
      R. Ryan    
                                             
      

                  Printed
      Name:   Paul R.
      Ryan                              
      

                  Title:  Chairman &
      CEO                                        
      

                

              
	 
      	 
      
	 
      	 
      
	 	 
	By:  /s/ Steven E.
      Claton                                 
      

                      Vice
      President, Operation

                      Office
      Properties

              	
                By:  /s/ Robert L.
      Harris                                       

                
                  Printed
      Name:  Robert L.
      Harris                    
      

                  Title: 
      President                                         
      

                

              


      

    

     

     

    
      
        
        

      

      
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    THE
IRVINE COMPANY

     

    550
Newport Center Drive

     

    Suite
830

    
      	
               

            


    

     

    EXHIBIT
A-3

     

    
      
        
        

      

      
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    EXHIBIT
X

     

    WORK
LETTER

     

    Landlord
shall cause its contractor to install new carpet in Suite 830 and repaint the
painted wall surfaces in Suite 830 ("Tenant Improvements"). Unless otherwise
agreed in writing by Landlord, all materials and finishes utilized in
constructing the Tenant Improvements shall be Landlord's building standard,
Should Landlord submit any addihonal p!ans, equipment specification sheets, or other
matters to Tenant for approval or
completion, Tenant shall respond
in
writing,
as
appropriate, within three (3) business
days
unless a shorter
period is provided
herein.
Tenant shall not unreasonably
withhold its approval
of any
matter, and any disapproval
shall be with reasons specified.

     

    In
the event that Tenant requests any changes or additional work ("Changes"), then
provided such
Change
is acceptable to Landlord,
Landlord shall advise
Tenant by written change
order
of any additional cost and/or
Tenant
Delay (as defined
below) such
change would
cause. Tenant shall approve or disapprove such change order in writing
within two (2) business days following its receipt. Tenant's approval of a
change order shall not be effective unless accompanied by payment in full of the
additional cost of the Tenant Improvement work resulting from the
change
order.
It is
understood that
Landlord shall have no
obligation to interrupt or
modify the Tenant Improvement work pending Tenant's approval of a change
order.

     

    Notwithstanding
any provision in the Lease to the contrary, if Tenant fails to comply with any
of the time periods specified in this Work Letter, requests any Changes to the
work, fails to make timely payment of any sum due hereunder, furnishes
inaccurate or erroneous specifications or other information, or
otherwise delays in any
manner
the completion of the Tenant
Improvements or the issuance of an occupancy certificate (any of the
foregoing being referred to in this Lease as a "Tenant Delay"), then Tenant
shall bear any resulting additional construction cost or other expenses and the
Commencement Date for Suite 830 shall be deemed to have occurred for all
purposes, including Tenant's obligation to pay rent, as of the date Landlord
reasonably determines that it would have been able to deliver Suite 830 to
Tenant but for the collective Tenant Delays.

     

    Landlord
shall permit Tenant and its agents to enter Suite 830 up to ten (10) days prior
to the Commencement Date for Suite 830 in order that Tenant may perform any work
to be performed by Tenant hereunder through its own contractors, subject to
Landlord's prior written approval, and in a manner and upon terms and conditions
and at times satisfactory to Landlord's representative. The foregoing
license
to
enter Suite 830 prior to the
Commencement Date for
Suite 830 is, howevor, conditioned upon Tenant's contractors and their
subcontractors and employees working in harmony and
not interfering with
the work being performed by Landlord. If at any time that entry shall
cause disharmony or interfere with the work being performed by Landlord, this
license
may be withdrawn by Landlord upon twenty-four (24) hours written notice
to Tenant. That license is further conditioned upon the compliance by Tenant's
contractors with all requirements imposed by Landlord on third party
contractors, including without limitation the maintenance by Tenant and its
contractors and subcontractors of workers' compensation and public liability and
property damage insurance in amounts and with companies and on forms
satisfactory to Landlord, with certificates of such insurance being furnished to
Landlord
prior to proceeding with
any
such entry. The entry
shall be deemed
to be
under all of
the provisions of the Lease
except
as to the covenants to pay rent. Landlord shall not be
liable in any
way for any injury, loss or damage which may occur to any such work being
performed by Tenant, the same being solely at Tenant's risk. In no event shall
the failure of Tenant's contractors to complete eny work in Suite 830 extend the
Commencement Date for Suite 830.

     

    Tenant
hereby designates Chi Harris, Telephone No. (949)480-8300, as its
representative, agent and attorney-in-fact for the purpose of receiving notices,
approving submittals and issuing requests for Changes, and Landlord shall be
entitled to rely upon authorizations and directives of such person(s) as if
given by Tenant. Tenant may amend the designation of its construction
representative(s) at any time upon delivery of written notice to
Landlord.

     

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