Exhibit 10.44


 


ASSIGNMENT AND ASSUMPTION
OF MASTER LEASE,

PARTIAL TERMINATION OF MASTER LEASE AND

ASSIGNMENT AND ASSUMPTION OF SUBLEASES


 


THIS ASSIGNMENT AND
ASSUMPTION OF MASTER LEASE, PARTIAL TERMINATION OF MASTER LEASE AND ASSIGNMENT
AND ASSUMPTION OF SUBLEASES (“Agreement”) is dated as of this 7th
day of July 2004, by and between PACIFIC SHORES INVESTORS, LLC, a Delaware
limited liability company (“PSI”), and BROADVISION, INC., a Delaware
corporation (“BroadVision”).


 


R  E
C  I  T  A  L  S :


 


A.            PSI’s predecessor-in-interest,
Pacific Shores Center LLC, and BroadVision have previously entered into that
certain Triple Net Building Lease dated as of February 15, 2000, as amended by
that certain undated Memorandum of Commencement of Lease Term (referencing the
Commencement Date of the Lease of May 1, 2001), that certain Agreement to
Resolve Certain Tenant Improvement Disputes with Respect to B-4, B-5 & B-6
dated as of January 8, 2002, and that certain First Amendment to Lease
(Building 6 - 1600 Seaport Boulevard) dated as of May 9, 2002 (collectively,
the “Master Lease”), under which BroadVision leases from PSI certain premises
identified therein and commonly known as Building 6, Pacific Shores Center,
1600 Seaport Boulevard, Redwood City, California 94060 (the “Premises”).  A true and complete copy of the Master Lease
is attached to this Agreement as Exhibit A.  All capitalized terms used herein but not
otherwise defined herein shall have the meanings ascribed to them in the Master
Lease.


 


B.            BroadVision and
Symantec Corporation, a Delaware corporation (“Symantec”), as
successor-in-interest to Recourse Technologies, Inc., a Delaware corporation,
are parties to that certain Sublease dated October 31, 2001, as amended by that
certain Consent to Sublease dated November 29, 2001, that certain First
Amendment to Sublease dated as of October 14, 2002, that certain First
Amendment to Consent to Sublease dated as of November 25, 2002, that certain
letter dated January 24, 2003 re: First Amendment to Sublease Terms (Commencement
Date), that certain Second Amendment to Sublease dated as of October 20, 2003,
that certain Second Amendment to Consent to Sublease dated as of January 9,
2004, and that certain undated Commencement Date Agreement (referencing the
Commencement Date of the Term of the 2nd Amendment of March 1, 2004)
(collectively, the “Symantec Sublease”), under which Symantec subleases from
BroadVision a portion of the Premises more particularly identified
therein.  A true and correct copy of the
Symantec Sublease is attached to this Agreement as Exhibit B-1.


 


C.            BroadVision and
Nextance, Inc., a Delaware corporation (“Nextance”) have previously entered
into that certain Sublease dated April 2, 2002, as amended by that certain
Consent to Sublease dated May 24, 2002 (collectively, the “Nextance Sublease”),
under which Nextance subleases from BroadVision a portion of the Premises more
particularly identified


 


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therein.  A true and correct
copy of the Nextance Sublease is attached to this Agreement as Exhibit B-2.


 


D.            BroadVision and
E2Open, Inc., a Delaware corporation (“E2Open”), as successor-by-merger to
E2Open, LLC, a Delaware limited liability company, have previously entered into
that certain Sublease dated June 19, 2002, as amended by that certain Consent
to Sublease dated July 25, 2002, that certain undated Commencement Date
Memorandum (referencing the Commencement Date of July 19, 2002), that certain
Amendment One to Sublease dated as of August    , 2002, and
that certain Letter Agreement re: Sublease Utility Charges dated June 24, 2004
(collectively, the “E2Open Sublease”), under which E2Open subleases from
BroadVision a portion of the Premises more particularly identified
therein.  A true and correct copy of the
E2Open Sublease is attached to this Agreement as Exhibit B-3.


 


E.             BroadVision and
MedExpert International, Inc., a Delaware corporation (“MedExpert”) have
previously entered into that certain Sublease dated May 28, 2003, as amended by
that certain Early Occupancy Agreement dated as of May 29, 2003, and that
certain Consent to Sublease dated June     , 2003
(collectively, the “MedExpert Sublease”), under which MedExpert subleases from
BroadVision a portion of the Premises more particularly identified
therein.  A true and correct copy of the
MedExpert Sublease is attached to this Agreement as Exhibit B-4.


 


F.             BroadVision and
Postini, Inc., a Delaware corporation (“Postini”) have previously entered into
that certain Sublease dated September 22, 2003, as amended by that certain
Consent to Sublease dated September 1, 2003 (collectively, the “Postini
Sublease”), under which Postini subleases from BroadVision a portion of the
Premises more particularly identified therein. 
A true and correct copy of the Postini Sublease is attached to this
Agreement as Exhibit B-5.


 


G.            Symantec, Nextance,
E2Open, MedExpert and Postini are sometimes referred to herein, individually,
each as a “Subtenant,” and, collectively, as the “Subtenants.”  The Symantec Sublease, the Nextance Sublease,
the E2Open Sublease, the MedExpert Sublease and the Postini Sublease are
sometimes referred to herein, individually, each as a “Sublease,” and,
collectively, as the “Subleases.”  Those
portions of the Premises that are subleased to the Subtenants under the
Subleases shall be collectively referred to herein as the “Subleased Premises”.


 


H.            BroadVision has
requested that PSI accept an assignment of all of BroadVision’s estate, right,
title and interest in, to and under the Master Lease, the Subleases and the
Premises, and that PSI assume BroadVision’s obligations under the Master Lease
and the Subleases.  PSI is prepared to
accept such assignment and to assume such obligations upon, and subject to, all
of the terms and conditions hereinafter set forth.


 


A  G
R  E  E  M  E  N  T:


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:


 


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ARTICLE 1

TRANSFER DATE


 


1.1           For purposes herein,
the term “Transfer Date” shall mean the date that all of the following
conditions have been satisfied:


 


1.1.1        BroadVision has paid the
First Installment (as defined in Section 5.1 below) to PSI in accordance with
Section 5.1 below;


 


1.1.2        BroadVision has delivered
the modification to the Existing LC (as defined in Section 5.2.1 below) to PSI
in accordance with Section 5.2.1 below;


 


1.1.3        BroadVision has delivered
the New LC (as defined in Section 5.2.2 below) to PSI in accordance with
Section 5.2.2 below;


 


1.1.4        BroadVision has delivered
the Warrant (as defined in Section 5.3 below) to PSI in accordance with Section
5.3 below;


 


1.1.5        BroadVision has delivered
the Bill of Sale (as defined in Section 5.4 below) to PSI in accordance with
Section 5.4 below and has fulfilled its obligations pursuant to Section 5.5
below with respect to the Service Contracts;


 


1.1.6        BroadVision has
surrendered the Subleased Premises and has vacated and surrendered the
Terminated Premises to PSI in accordance with Article 6 below;


 


1.1.7        BroadVision has executed
and delivered to PSI that certain lease of even date herewith for approximately
fifty thousand (50,000) square feet of rentable area at the Pacific Shores
Center (“New Lease”), and has delivered the letter of credit required by
Section 4.06 of the New Lease;


 


1.1.8        BroadVision has satisfied
all of the Sublease Transfer Conditions (as defined in Article 3 below); and


 


1.1.9        BroadVision has delivered
all information, material and documents to PSI required under this Agreement
and BroadVision has satisfied all conditions required of it under this
Agreement prior to the Transfer.


 


1.2           PSI and BroadVision
shall use their respective commercially reasonable, good faith efforts to cause
the Transfer Date to occur on or before August 1, 2004, but in any event as
soon as reasonably practicable.  If the
Transfer Date has not occurred on or before August 30, 2004, then, at any
time thereafter, either party shall have the right, exercisable in its sole and
absolute discretion, to terminate this Agreement and the New Lease by sending
written notice to the other party prior to the occurrence of the Transfer Date,
in which event the Master Lease shall remain unmodified and in full force and
effect.


 


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ARTICLE 2

ASSIGNMENT AND ASSUMPTION OF MASTER LEASE; NO MERGER


 


Effective as of the
Transfer Date, and subject to the terms, conditions and provisions of this
Agreement and conditioned upon the performance by BroadVision of its obligations
hereunder, BroadVision hereby assigns, sells, transfers, sets over and delivers
to PSI all of BroadVision’s estate, right, title and interest, as lessee, in,
to and under the Master Lease and the Premises, and PSI hereby accepts such
assignment and assumes, and agrees to perform, pay and discharge all terms,
covenants, conditions and obligations of BroadVision as lessee under the Master
Lease, including, but not limited to, payment of all rent due thereunder,
arising or accruing from and after the Transfer Date.  Notwithstanding the foregoing, subject to the terms of Article 7
below, BroadVision shall remain obligated under the Master Lease to pay to PSI,
as lessor under the Master Lease, all amounts owing by the lessee under the
Master Lease to the extent arising or accruing prior to the Transfer Date,
including, but not limited to, “Lessee’s Share” of “Operating Expenses” and all
other “Additional Rent,” as those terms are defined in the Master Lease.  Notwithstanding that PSI holds fee title to
the Building and the real property upon which the Building is located, it is
the express intent of PSI and BroadVision that the assignment of BroadVision’s
interest in the Master Lease to PSI not effect a merger of the leasehold estate
into the fee.


 


ARTICLE 3

ASSIGNMENT AND ASSUMPTION OF SUBLEASES


 


Effective as of the Transfer Date, and subject to the terms, conditions
and provisions of this Agreement and conditioned upon the performance by
BroadVision of its obligations hereunder, BroadVision hereby assigns, sells,
transfers, sets over and delivers to PSI all of BroadVision’s estate, right,
title and interest, as sublandlord, in, to and under the Subleases (and any
security deposits held by BroadVision under the Subleases, such amounts to be
transferred pursuant to Section 7.3 hereof), and PSI hereby accepts such
assignment and assumes, and agrees to perform, pay and discharge all terms,
covenants, conditions and obligations of BroadVision, as sublandlord, under the
Subleases arising or accruing from and after the Transfer Date.  In addition, on or before the Transfer Date,
BroadVision shall do all of the following (collectively, the “Sublease Transfer
Conditions”):  (a) BroadVision
shall do all acts and pay all fees and costs as may be required to effectuate
an assignment of the Subtenant Letters of Credit (as defined in
Section 8.5 below) to PSI; (b) BroadVision shall provide to PSI
estoppel certificates dated not earlier than July 1, 2004, and duly executed by
all of the Subtenants, each of which estoppel certificates shall
(i) certify, if true, that the applicable Sublease is unmodified and in
full force and effect (or, if modified, state the nature of such modification
and certify, if true, that such Sublease, as so modified, is in full force and
effect), (ii) certify the date to which the rent and other charges under
such Sublease have been paid in advance, if any, (iii) acknowledge, if
true, that there are not, to such Subtenant’s knowledge, any uncured defaults
on the part of the sublandlord under such Sublease, or specify such defaults if
any are claimed, (iv) certify or acknowledge such other matters as are
reasonably requested by PSI or its lender (including, without limitation,
confirmation that any expansion, first offer, first refusal or other similar
rights of such Subtenant have been exercised, have expired or continue in
effect, as the case may be), and (v) be in a form, and upon terms,
reasonably acceptable to PSI and PSI’s lender, it being understood that PSI
shall prepare draft estoppel certificates for execution by the


 


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Subtenants; (c) BroadVision shall provide to PSI subordination,
nondisturbance and attornment agreements dated not earlier than July 1, 2004,
and duly executed and acknowledged by all of the Subtenants, substantially in
the form attached to the New Lease as Exhibit “F” thereto; and
(d) BroadVision shall provide to PSI a written notice addressed to each
Subtenant duly executed by BroadVision notifying such Subtenant of the assignment
of its respective Sublease, providing PSI’s address for future payment of rent,
and informing such Subtenant of the transfer of its security deposit, if any,
in accordance with the requirements of California Civil Code § 1950.7(d).


 


ARTICLE 4

PARTIAL TERMINATION OF MASTER LEASE


 


PSI and BroadVision hereby agree that, subject to the terms, conditions
and provisions of this Agreement and conditioned upon the performance by
BroadVision of its obligations hereunder, the Master Lease shall terminate and
be of no further force or effect as to the portion of the Premises described on
Exhibit H attached hereto (the “Terminated Premises”) only as of the
Transfer Date; provided, however, that it is not the intent of the parties that
the foregoing partial termination of the Master Lease would in any way
adversely affect any expansion, first offer, first refusal or other similar
rights of any of the Subtenants, and PSI hereby covenants and agrees to honor
all of such rights as set forth in, and in accordance with, the Subleases.  From and after the Transfer Date, references
in the Master Lease to the “Premises” shall be deemed to include only the
Subleased Premises and not the Terminated Premises, unless the context clearly
requires otherwise.


 


ARTICLE 5

CONSIDERATION


 


5.1           Cash Consideration.  As consideration for PSI’s execution of this
Agreement and PSI’s obligations hereunder, BroadVision shall pay Pacific Shores
the sum of Thirty-Six Million Two Hundred Thousand and No/100 Dollars
($36,200,000.00) in two equal installments, as follows: (a) the first
installment of Eighteen Million One Hundred Thousand and No/100 Dollars
($18,100,000.00) shall be paid by wire transfer of immediately available funds
to PSI on or before the Transfer Date (“First Installment”) and timely payment
of such First Installment shall be a condition to the effectiveness of this
Agreement; and (b) the second installment of Eighteen Million One Hundred
Thousand and No/100 Dollars ($18,100,000.00) shall be paid by wire transfer of
immediately available funds to PSI on or before January 7, 2005 (“Second
Installment”).


 


5.2           Letters of Credit


 


5.2.1        BroadVision previously
delivered a letter of credit to PSI (which included a confirmation thereof)
under the Master Lease in the amount of Fourteen Million Four Hundred Three
Thousand Seven Hundred Seventy-Six and No/100 dollars ($14,403,776.00)
(“Existing LC”).  As consideration for
PSI’s execution of this Agreement and PSI’s obligations hereunder, on or before
the Transfer Date, BroadVision shall cause the Existing LC to be modified by
the issuing and confirming banks to provide, in addition to any and all rights
PSI has under the Master Lease with respect to the Existing LC, (i) that, if
required by PSI’s lender(s), (a)


 


5

















 


PSI and PSI’s lender(s) shall be co-beneficiaries under the Existing LC
or (b) PSI’s lender(s) shall the beneficiary(ies) under the Existing LC, (ii)
that the beneficiary(ies) may draw on the Existing LC, in whole or in part, if
(a) BroadVision fails to pay either the First Installment or the Second
Installment, as provided for herein, or (b) a bankruptcy or other similar
insolvency proceeding (e.g., an assignment for the benefit of creditors) under
state law is commenced by or against BroadVision, (iii) that the
beneficiary(ies) may draw on the Existing LC upon the presentment of the
Existing LC to the issuing or confirming bank accompanied by a sight draft and
letter from the beneficiary(ies) stating that it (they) is (are) entitled to
draw on the Existing LC, and (iv) for a final expiry date no sooner than June
30, 2005.  Such modification to the
Existing LC shall be at the sole cost and expense of BroadVision.


 


5.2.2        As consideration for PSI’s
execution of this Agreement and PSI’s obligations hereunder, on or before the
Transfer Date, BroadVision shall deliver an unconditional, irrevocable, standby
letter of credit, in the amount of Three Million Six Hundred Ninety-Six
Thousand Two Hundred Twenty-Four and No/100 Dollars ($3,696,224.00), in a form
and issued or confirmed by a commercial money center bank reasonably
satisfactory to PSI with retail branches in San Francisco, California,
designating either (1) PSI as beneficiary or (2) if required by PSI’s
lender(s), (a) PSI and PSI’s lender(s) as co-beneficiaries, or (b) PSI’s
lender(s) as beneficiary(ies) (“New LC”). 
The New LC shall further provide that the beneficiary(ies) may draw on
the New LC, in whole or in part, if (a) BroadVision shall fail to pay either
the First Installment or the Second Installment, as provided for in this
Agreement, (b) a bankruptcy or other similar insolvency proceeding (e.g., an
assignment for the benefit of creditors) under state law is commenced by or
against BroadVision, (c) BroadVision shall fail to honor its indemnification
obligations to PSI under Article 11 of this Agreement, or (d) BroadVision shall
fail to pay the Termination Payment, as defined in the New Lease, in the event
BroadVision shall have exercised its termination right under the New Lease.  The New LC shall (1) have a final expiry
date no sooner than June 30, 2005, and (2) provide that is governed by the
Uniform Customs and Practice for Documentary Credits (1993 revisions)
International Chamber of Commerce Publication 500 or International Standard Practice
1998 (ISP 98), International Chamber of Commerce Practice, Publication No.
590.  The beneficiary(ies) may draw on
the New LC upon the presentment of the New LC to the issuing bank accompanied
by a sight draft and letter from the beneficiary(ies) stating that it (they) is
(are) entitled to draw on the New LC.


 


5.2.3        The proceeds of any draw
under the New LC or the Existing LC shall be for the sole benefit and account
of, and may be retained (unconditionally) by, PSI or PSI’s lender(s).


 


5.2.4        Within one hundred (100)
days following PSI’s receipt of both the First Installment and the Second
Installment, PSI shall return (1) the New LC, less any amounts previously drawn
under the New LC because of BroadVision’s failure to honor its indemnification
obligations to PSI under Article 11 of this Agreement, and (2) the Existing LC,
to BroadVision.  Notwithstanding the
foregoing, if BroadVision elects to exercise its right to make the Termination
Payment as provided for under the New Lease, then PSI or PSI’s lender(s) shall
retain the New LC, less any amounts previously drawn under the New LC because
of BroadVision’s failure to honor its indemnification obligations to PSI under
Article 11 of this Agreement as support for such Termination Payment, and PSI
shall return the same upon its expiration as provided for herein.


 


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5.3           Warrants.  Concurrent with the execution of this
Agreement, BroadVision will deliver to PSI a warrant in the form of Exhibit E
(the “Warrant”) entitling PSI or its assignees to purchase up to seven hundred
thousand (700,000) shares of BroadVision common stock exercisable at $5.00 per
share pursuant to the terms of the Warrant.


 


5.4           Transferred Property.  Effective as of the Transfer Date, BroadVision
shall convey to PSI all right, title and interest in and to that certain
furniture, fixtures and equipment currently located in the Premises, as set
forth on the Inventory attached hereto as Exhibit C (the
“Transferred Property”).  BroadVision
shall convey the Transferred Property to PSI pursuant to a Bill of Sale and
Assignment substantially in the form attached hereto as Exhibit D
(the “Bill of Sale”), which document shall be executed and delivered by
BroadVision to PSI concurrently with BroadVision’s execution and delivery of
this Agreement to PSI.  PSI shall
thereafter execute and deliver the Bill of Sale to BroadVision.


 


5.5           Assignment of
Certain Service Contracts. 
Effective as of the Transfer Date, and pursuant to the Bill of Sale,
BroadVision shall assign to PSI all right, title and interest in and to those
Service Contracts (as defined in Section 8.7 below) which PSI shall have
elected, by delivery of written notice to BroadVision prior to the Transfer
Date, to assume.  On or before the
Transfer Date, BroadVision shall provide to PSI written notices duly executed
by BroadVision to third parties under any Service Contracts which PSI has
elected to assume, changing the address for service of notice and delivery of
statements and bills.


 


ARTICLE 6

SURRENDER OF PREMISES


 


BroadVision hereby agrees to surrender and
deliver exclusive possession of the Subleased Premises, subject to the
Subleases, to PSI on or before the Transfer Date, in their current condition,
without the removal of any tenant improvements, furniture, fixtures or
equipment.  BroadVision hereby further
agrees to vacate the Terminated Premises and surrender and deliver exclusive
possession of the Terminated Premises and all improvements thereon to PSI on or
before the Transfer Date, broom clean in good order, condition and repair,
ordinary wear and tear excepted, in accordance with the provisions of Section
17.09 of the Master Lease.  Any
provisions of the Master Lease that could be read to require the removal from
the Subleased Premises or the Terminated Premises of any alterations, additions
or improvements (or restoration following such removal) that were made in
compliance with Section 6.03 of the Master Lease, are hereby expressly
waived.  BroadVision shall remain liable
for any alterations, additions or improvements (or restoration following such
removal) that were not made in compliance with Section 6.03 of the Master
Lease, notwithstanding the assignment and assumption of the Master Lease and
partial termination of the Master Lease as provided for in this Agreement.  On or before the Transfer Date, BroadVision
shall deliver to PSI all of the keys or other access devices to the Terminated
Premises and to any other locked areas which are part of the Terminated
Premises, and any keys or other access devices to the Subleased Premises which
are in BroadVision’s possession or control, if any.  On or before the Transfer Date, BroadVision shall, without
expense to PSI, remove or cause to be removed from the Terminated Premises all
debris and rubbish.  If BroadVision
fails to timely remove or cause to be removed all such debris and rubbish from
the Terminated Premises, then PSI may do so and may charge the cost thereof to
BroadVision.


 


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ARTICLE 7

PRORATIONS


 


Except as otherwise indicated, all revenues, income, receivables,
costs, expenses and payables relating to the Premises, the Master Lease and the
Subleases (including, without limitation, rents payable and receivable,
Operating Expenses, other Additional Rent, and subtenant reimbursements) shall
be prorated on a cash basis as of 11:59 p.m. on the day preceding the Proration
Date (as defined in Section 7.6 below) in accordance with the following
provisions:


 


7.1           Master Lease.  BroadVision shall be responsible for the
timely payment of all Base Rent and Additional Rent owing under items (i) and
(ii) of Section 4.05 of the Master Lease (including any adjustments related to
Operating Expenses or taxes) through the Proration Date, and for the timely
payment of all other Additional Rent (including any adjustments related to
other charges, costs or expenses) and other amounts as provided for under, and
as required by, the Master Lease through the Transfer Date, subject to the
proration of all such Base Rent, Additional Rent and other amounts in
accordance herewith.  Notwithstanding
the foregoing, if the Transfer Date has not occurred prior to August 6, 2004,
BroadVision shall be required to pay to PSI on August 6, 2004, all Base Rent
and Additional Rent owing for August 2004 (the “August 2004 Rent”); provided
that, if the Transfer Date occurs or if the August 2004 Rent is paid, in either
event on or before August 6, 2004, then, notwithstanding anything to the
contrary contained in the Master Lease, BroadVision shall not be in breach of
the Master Lease and shall not be liable for any late fees on account of its
failure to pay the August 2004 Rent prior to August 6, 2004.


 


7.2           Subleases.  To the extent collected by BroadVision prior
to the Transfer Date, all rents, reimbursements and other amounts payable by
the Subtenants under their respective Subleases (for purposes of this
Section 7.2, herein referred to as “Sublease Rents”) shall be prorated as
of the Proration Date by credit against proratable items payable to
BroadVision, and, to the extent of any excess, by payment from BroadVision to
PSI.


 


From and after the
Transfer Date, all payments of Sublease Rents (regardless of the period to
which the same apply) shall be made to PSI. 
PSI shall have no obligation to collect for BroadVision any Sublease
Rents from the Subtenants applicable to periods prior to the Proration Date,
nor shall PSI have any obligation to litigate or declare a default under any of
the Subleases by reason of any such unpaid Sublease Rents applicable to periods
prior to the Proration Date.  From and
after the date of this Agreement, BroadVision shall not have the right to
institute or continue any legal, equitable or other action, suit, arbitration
or pursue any claim against the Subtenants for any matter relating to the
Premises or the Subleases (other than a counterclaim, affirmative defense, or
cross-complaint in any action initiated against BroadVision by any
Subtenant).  After the Transfer Date,
BroadVision shall not be entitled to collect any delinquent Sublease Rents
payable to BroadVision by any Subtenant for periods prior to the Proration
Date.  Delinquent Sublease Rents
relating to periods prior to the Proration Date and collected by PSI following
the Transfer Date, if any, net of the costs of collection (including attorneys’
fees), shall be applied first to amounts currently due under the Subleases,
second to any amounts overdue to PSI, and lastly to any amounts overdue to
BroadVision (which amounts shall be paid to BroadVision by PSI).


 


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7.3           Sublease Deposits.  BroadVision shall pay to PSI an amount equal
to the amount of all Subtenant Security Deposits (as defined in
Section 8.5 below).  For purposes
of this Section 6.3, the amount of each Subtenant Security Deposit shall
include interest accrued thereon and held for the benefit of the applicable
Subtenant, if any.  BroadVision shall
indemnify, defend, and hold and save PSI, its partners, and their respective
officers, agents, servants, employees, and independent contractors harmless
from and against any and all loss, cost, damage, expense, and liability
(including, without limitation, court costs and reasonable attorneys’ fees)
incurred in connection with or arising from BroadVision’s application of any
Subtenant Security Deposit or draw under any Subtenant Letter of Credit in
breach of the terms of the applicable Sublease.


 


7.4           Utilities.  Except to the extent payable by the
Subtenants pursuant to the terms of their respective Subleases, all utility
charges and other expenses incurred in the ordinary course of managing and
operating the Premises disclosed in the Books and Records (as defined in
Section 8.9 below) and not covered elsewhere in this Article 7 shall
be prorated on an accrual basis as of the Proration Date.


 


7.5           Service Contracts.  Amounts payable under Service Contracts
which PSI has elected to assume shall be prorated on an accrual basis as of the
Proration Date.  BroadVision shall
terminate all Service Contracts which PSI has not elected to assume hereunder,
including, without limitation, payment of all charges in connection therewith.


 


7.6           Prorations Generally.  As used herein, the “Proration Date” shall
be determined as of the Transfer Date as follows:  (a) if the Transfer Date occurs on or before August 6, 2004,
then the Proration Date shall be the earlier to occur of (i) the Transfer
Date, or (ii) August 1, 2004; or (b) if the Transfer Date occurs
after August 6, 2004, then the Proration Date shall be that date which is five
(5) calendar days prior to the Transfer Date. 
Except as set forth above, all prorations shall be made in accordance
with customary practice for real estate transactions in San Mateo County,
California.  BroadVision and PSI shall
use commercially reasonable efforts prior to the Transfer Date to prepare a
schedule of prorations covering as many items to be prorated as practicable on
or before the Transfer Date.  To the
extent that such schedules show that BroadVision has underpaid on account of
Lessee’s Share of Operating Expenses and/or other Additional Rent as of the
Transfer Date (subject to proration as set forth herein), such underpayment
shall be paid by BroadVision to PSI on the Transfer Date; to the extent that
such schedule shows that BroadVision has overpaid on account of Lessee’s Share
of Operating Expenses and/or other Additional Rent as of the Transfer Date
(subject to proration as set forth herein), BroadVision shall not be entitled
to any reimbursement for such overpayment until the final accounting for the
calendar year 2004 has been prepared and the annual reconciliation of Lessee’s
Share of Operating Expenses and/or other Additional Rent has been determined in
accordance with the terms of the Master Lease. 
To the extent that such schedule shows that any Subtenant has overpaid
for operating expenses as of the Proration Date, such overpayment shall be paid
by BroadVision to PSI on the Transfer Date; to the extent that such schedule
shows that any Subtenant has underpaid for operating expenses as of the
Proration Date, BroadVision shall not be entitled to any reimbursement for such
underpayment until the final accounting for the calendar year 2004 has been
prepared and the annual reconciliation of expense reimbursements payable by subtenants
has been determined.  All prorations
shall be adjusted, if necessary, and completed after the Transfer Date as soon
as final information


 


9

















 


becomes available.  Subsequent
to the Transfer Date, PSI and BroadVision shall each render periodic
accountings to the other of amounts received or paid by them subject to
proration and, if such accountings show any amounts owing from one party to the
other, the party owing such amount shall promptly pay it.  BroadVision and PSI agree to cooperate and
to use commercially reasonable efforts to complete such prorations no later
than thirty (30) days after the Transfer Date, except for any annual
reconciliation of Lessee’s Share of Operating Expenses and/or Additional Rent
payable under the Master Lease and any expense reimbursements payable by
Subtenants which cannot be completed until the final accounting for the
calendar year 2004 has been prepared.


 


ARTICLE 8

REPRESENTATIONS AND WARRANTIES BY BROADVISION


 


In addition to any
express agreements of BroadVision contained herein, the following constitute
representations and warranties of BroadVision to PSI which shall be true and
correct as of the date hereof and as of the Transfer Date as if remade in a
separate certificate at that time, and which shall specifically survive the
Transfer Date.


 


8.1           Authority.  BroadVision has the legal power, right and
authority to enter into this Agreement and the instruments referenced herein,
including, but not limited to, the Bill of Sale, and to consummate the
transactions contemplated hereby; and the individuals executing this Agreement
and the instruments referenced herein (including, but not limited to, the Bill
of Sale) on behalf of BroadVision and the officers or directors of BroadVision
have the legal power, right, and actual authority to bind BroadVision to the
terms and conditions hereof and thereof.


 


8.2           Adverse Claims.  BroadVision has not received written notice
of, and to the best of BroadVision’s knowledge, (i) there are no uncured
defaults by BroadVision under the Subleases, (ii) there are no pending,
threatened or contemplated actions, suits, arbitrations, claims or proceedings,
at law or in equity, affecting BroadVision’s possession or occupancy of the
Premises or its subleasing of any portion thereof, and (iii) BroadVision
has no claim, controversy, dispute, quarrel, or disagreement against or with
any of the Subtenants.  Further, no
Subtenant has given any notice to BroadVision of any defenses to, offsets or
claims against rents payable or any other obligations under any of the
Subleases.


 


8.3           Default Notices and
Governmental Regulations.  To the
best of BroadVision’s knowledge, there are no violations of laws bearing on the
construction, alteration, rehabilitation, maintenance, use or operation of the
Premises or any portion thereof subject to the Subleases, and BroadVision has
not received any notices from any authority, insurance company or any of the
Subtenants of any defects or inadequacies in or violations relating to any
portion of the Premises.


 


8.4           Hazardous Materials.  To the best of BroadVision’s knowledge, all
operations and activities upon, and use and occupancy of, all or any part of
the Premises by BroadVision and the Subtenants are in compliance with all state,
federal and local laws and regulations governing any toxic, hazardous or
radioactive substances, materials, or waste (“Hazardous Materials”).  BroadVision has not received written notice
of, and to the best of


 


10

















 


BroadVision’s knowledge there is no, proceeding or inquiry by any
authority (including, without limitation, the California State Department of
Health Services) with respect to the presence of any Hazardous Materials in,
on, under or about the Premises. 
BroadVision has not received written notice of, and to the best of
BroadVision’s knowledge there has been no, production, storage or disposal on
the Premises of any Hazardous Material by BroadVision or the Sublessee in
violation of law.


 


8.5           Subleases.  Attached hereto as Exhibit F is
a true, correct and complete list (the “Rent Roll”) setting forth:  (i) the name of all Subtenants and a
description of their respective Subleases (including all riders, supplements
and amendments); (ii) the portion of the Premises and the total number of
square feet of Rentable Area covered by each Sublease (including any options to
expand); (iii) the date, commencement date, and expiration date (including
option periods) of each Sublease; (iv) the current monthly rental payable
and future increases under each Sublease (including base rent and any expense
reimbursements) and other charges payable by such Subtenant; (v) the
amount of all security deposits, prepaid rentals, cleaning fees and other
deposits, plus any interest accrued thereon, paid by Subtenants to BroadVision
or any other person relative to the Premises owed to any Subtenants pursuant to
the terms of their respective Subleases (collectively, “Subtenant Security
Deposits”), and the amount of all letters of credit issued to BroadVision, as
beneficiary, as security for or in connection with any obligations of
Subtenants under their respective Subleases (collectively, “Subtenant Letters
of Credit”); (vi) whether any Subtenant is entitled to any storage space
or parking; (vii) whether any rents or other charges are in arrears or
prepaid and the period to which such arrearages or prepayments relate;
(viii) all incentives, concessions, abatements, allowances or inducements
granted to each Subtenant (including any not completed tenant improvement
work), and (ix) any unpaid leasing commissions, broker’s commissions or
finder’s fees with respect to each Sublease (including potential obligations in
connection with the exercise of any unexercised options to expand or
extend).  Each Sublease (A) has
been duly authorized and executed by BroadVision and, to the best of
BroadVision’s knowledge, by the respective Subtenant thereunder; (B) is in
full force and effect according to the terms set forth therein; (C) sets
forth the entire agreement between BroadVision and the respective Subtenant
thereunder with respect to the subject portion of the Subleased Premises; and
(D) covers only that portion of the Premises described hereinabove with
respect to such Sublease.  BroadVision
has not granted to any Subtenant any tenant improvement allowance or similar
tenant allowance or cash payment (e.g.,
refurbishment allowance or moving allowance) or any early termination right,
except as expressly set forth in the Subleases.  All of BroadVision’s obligations under the Subleases have been
performed in accordance with the requirements thereof.  No Subtenant has been released or
discharged, either voluntarily or involuntarily, from any future obligation
related to its respective Sublease.  Each
Subtenant is in occupancy of the entire portion of the Subleased Premises under
its respective Sublease.  BroadVision
has not entered into any subleases, occupancies or tenancies in effect
pertaining to the Premises, except the Subleases described on the Rent Roll
(true, correct and complete copies of which have been delivered to PSI by
BroadVision pursuant to this Agreement), and BroadVision has no knowledge of
any oral agreements between BroadVision and any other party, including the
Subtenants, with respect to the occupancy of the Premises.  Neither BroadVision’s interest in the
Subleases nor BroadVision’s interest in any of the rentals due or to become due
under the Subleases shall be assigned, encumbered or subject to any liens as of
the Transfer Date.


 


11

















 


8.6           Leasing Commissions.  There are no leasing commissions, broker’s
commissions or finder’s fees due and owing, or which may become due or owing,
with respect to the Subleases (including potential obligations in connection
with the exercise of any unexercised options to expand or extend).  No leasing or brokerage fees or commissions
of any nature whatsoever shall be or become due or owing to any person, firm,
corporation or entity whomsoever after the Proration Date with respect to the
Subleases.


 


8.7           Service Contracts.  Attached hereto as Exhibit G is
a true, correct and complete list of all service contracts, maintenance
contracts, operating contracts, management contracts, warranties, guarantees,
bonds, listing agreements, parking contracts and like contracts and agreements
relating to the Premises (“Service Contracts”).  BroadVision heretofore has provided PSI with complete copies of
all Service Contracts (including all supplements, amendments and modifications
thereto).  There are no Service
Contracts (whether oral or written) which affect or will affect or which are or
will be obligations of PSI or the Premises, other than those Service Contracts
which have been delivered to PSI by BroadVision pursuant to this Agreement and
which PSI has elected to assume, if any. 
All of BroadVision’s obligations under the Service Contracts have been
performed in accordance with the requirements thereof.  BroadVision shall indemnify, defend, and
hold and save PSI, its partners, and their respective officers, agents,
servants, employees, and independent contractors harmless from and against any
and all loss, cost, damage, expense, and liability (including, without
limitation, court costs and reasonable attorneys’ fees) incurred in connection
with or arising from any of the Service Contracts which PSI has not elected to
assume.  PSI will cooperate with
BroadVision to take commercially reasonable steps (but at no additional cost to
PSI) to minimize any future obligations of BroadVision under the Service
Contracts not assumed by PSI.


 


8.8           Personal Property
and Equipment.  BroadVision is not
entitled to remove any personal property or equipment provided to the
Subtenants pursuant to or in connection with the terms of the Subleases.  BroadVision shall not make any claim against
any of the Subtenants to recapture or remove any personal property and/or
equipment from the Subtenants under the Subleases, and all such personal
property and/or equipment shall be included in the Transferred Property
transferred by BroadVision to PSI pursuant to this Agreement and the Bill of
Sale.  BroadVision has good and
marketable title to the Transferred Property set forth on Exhibit C,
free and clear of all liens and encumbrances.


 


8.9           Books and Records.  Prior to the Transfer Date BroadVision shall
make available to PSI, and upon the Transfer Date BroadVision shall deliver and
assign to PSI, all financial and other books and records maintained
specifically in connection with the operation of the Premises (collectively,
the “Books and Records”), including, without limitation, the following, all of
which shall be in form and content sufficient to allow PSI to calculate each
Subtenant’s expense pass-throughs and to satisfy all requirements under the
Subleases with regard to documentation of charges payable by Subtenants:  (a) for the calendar year 2003:  (i) complete copies of all statements
and similar billing correspondence to the Subtenants; (ii) a complete
detailed general ledger, by expense category of the expenses of the Premises
(preferably including copies of all invoices for expenses of the Premises); and
(iii) each reconciliation of expense pass-throughs to the Subtenants
either billed in 2003 (whether for calendar year 2003 or for previous periods)
or related to 2003 (but billed in later periods); and (b) for the
year-to-date 2004:  (I) complete
copies of all statements and similar billing


 


12

















 


correspondence to the Subtenants; (II) a complete detailed general
ledger, by expense category of the expenses of the Premises (including copies
of all invoices for expenses of the Premises); and (III) copies of all
BroadVision checks or wire transfers for payment of expenses of the Premises paid
during the sixty (60) days preceding the Proration Date.  BroadVision shall indemnify, defend, and
hold and save PSI, its partners, and their respective officers, agents,
servants, employees, and independent contractors harmless from and against any
and all loss, cost, damage, expense, and liability (including, without
limitation, court costs and reasonable attorneys’ fees) incurred in connection
with or arising from any breach of the terms of any of the Subleases arising
out of or in connection with any inaccuracy or incompleteness of any of such
financial or other accounting information or any Books and Records.


 


ARTICLE 9

REPRESENTATIONS AND WARRANTIES BY PSI


 


In addition to any
express agreements of PSI contained herein, the following constitute
representations and warranties of PSI to BroadVision which shall be true and
correct as of the Transfer Date:  (i)
PSI has the legal power, right and authority to enter into this Agreement and
the instruments referenced herein, and to consummate the transaction contemplated
hereby; (ii) the individuals executing this Agreement and the instruments
referenced herein on behalf of PSI have the legal power, right and actual
authority to bind PSI to the terms and conditions hereof and thereof; and (iii)
there are no required third party consents or approvals to this Agreement that
have not been obtained.


 


ARTICLE 10

OPERATIONS PENDING TRANSFER


 


10.1         BroadVision’s
Covenants Regarding Operation of the Premises Through the Transfer Date.  From and after the date of this Agreement,
through and including the Transfer Date, BroadVision covenants as follows:


 


10.1.1      BroadVision, at its sole
cost and expense, shall comply with all terms of the Master Lease;


 


10.1.2      BroadVision shall not make
any alterations to the Premises, except for repairs (in which case, BroadVision
shall provide prior notice thereof to PSI, if practicable, and if prior notice
is not practicable, then BroadVision shall provide notice to PSI promptly
thereafter);


 


10.1.3      BroadVision shall not
modify, extend, terminate or otherwise change any of the terms, covenants or
conditions of any of the Subleases or enter into any new subleases or any other
obligations or agreements affecting the Premises, or any portion thereof,
without the prior written consent of PSI in each instance, which consent may be
withheld in PSI’s sole discretion;


 


10.1.4      BroadVision shall not accept
from any Subtenant payment of rent more than one month in advance nor apply any
security deposit to rent or any other sum due from, or on account of any
default by, any Subtenant;


 


13

















 


10.1.5      BroadVision shall not
extend, renew, modify or replace any of the Service Contracts without the prior
written consent of PSI and, either prior to the Transfer Date or as soon
thereafter as reasonably practicable, BroadVision shall cancel all Service
Contracts which PSI has not elected to assume, it being understood that
BroadVision shall be solely responsible for performance under any Service
Contracts which PSI has not elected to assume and which are not canceled by
their terms as of the Transfer Date;


 


10.1.6      BroadVision shall promptly
notify PSI of any change in any condition with respect to the Premises, the
Master Lease, the Subleases or the Service Contracts, or of any event or
circumstance which makes any representation or warranty of BroadVision under
this Agreement untrue or misleading in any material respect; and


 


10.2         PSI’s Covenants
Regarding Operation of the Premises Through the Transfer Date.  From and after the date of this Agreement,
through and including the Transfer Date, PSI shall comply with all terms of the
Master Lease and shall continue to provide all services and manage and maintain
the Premises as required of the lessor under the Master Lease.


 


10.3         Breach By BroadVision
or PSI.  In the event of a breach by
BroadVision of any of the representations and warranties set forth in
Article 8 above, or the covenants set forth in Section 10.1 above, PSI
shall have the right to pursue any remedy available to it at law or in
equity.  In the event of any breach by
PSI of any of the representations and warranties set forth in Article 9
above, or the covenant set forth in Section 10.2 above, BroadVision shall have
the right to pursue any remedy available to it at law or in equity.


 


ARTICLE 11

INDEMNITIES


 


The indemnification obligations of BroadVision under the Master Lease
shall survive the assignment of BroadVision’s interest in the Master Lease to
PSI pursuant to this Agreement with respect to any matters which arise or
accrue prior to the Transfer Date.  In
addition, BroadVision hereby agrees to indemnify, protect, defend and hold PSI
and its officers, directors, partners, members, agents, attorneys, and
employees harmless from and against any and all claims, losses, liabilities,
actions, causes of action, penalties, demands, and expenses of any kind or
nature, including reasonable attorneys’ fees, arising out of, resulting from,
or relating to (i) any breach by BroadVision, prior to and including the
Transfer Date, of any of BroadVision’s obligations under the Subleases,
including, but not limited to, with respect to any security deposit held in
connection therewith or with respect to its failure to provide E2Open or
Symantec proper notices under their respective Subleases with respect to
expansion space or right of first refusal space, (ii) any conflict between
any expansion, first offer, first refusal or other similar rights granted to
the Subtenants by BroadVision, whether the same arose prior to, on or after the
Transfer Date, or (ii) any breach by BroadVision of the terms of
Article 8 or Section 10.1 of this Agreement.  PSI hereby agrees to indemnify, protect,
defend and hold BroadVision and its officers, directors, partners, agents,
attorneys, and employees harmless from and against any and all claims, losses,
liabilities, actions, causes of action, penalties, demands, and expenses of any
kind or nature, including reasonable attorneys’ fees, arising out of, resulting
from, or relating to (i) any breach by PSI after the Transfer Date of any
of PSI’s obligations under the Master Lease or the Subleases, or (ii) any
breach by PSI of the terms of Article 9 or Section 10.2 of this
Agreement.


 


14

















 


ARTICLE 12

MISCELLANEOUS


 


12.1         Notices.  Unless otherwise expressly provided herein,
all notices or other communications required or permitted hereunder shall be in
writing, and shall be personally delivered (including by means of professional
messenger service) or sent by reputable overnight courier service or certified
mail, postage prepaid, return receipt requested, and shall be deemed received
upon the date of receipt thereof at the address set forth below the signature
of the appropriate party.  Notices of
change of address shall be given by written notice as described in this
Section.


 


	
  If to PSI:

  	
  Pacific Shores
  Investors, LLC

  c/o Paul Holdings, Inc.

  350 California Street, Suite 1905

  San Francisco, California 90025

  Attention:  Mr. Jay Paul

  
	
   

  	
   

  
	
  With a copy to:

  	
  Allen Matkins Leck Gamble & Mallory LLP

  Three Embarcadero Center, 12th Floor

  San Francisco, California 94111-4074

  Attn:  Nicholas B. Waranoff, Esq.

  
	
   

  	
   

  
	
  If to BroadVision:

  	
  BroadVision, Inc.

  585 Broadway

  Redwood City, California 94063

  Attention:Legal Department

  
	
   

  	
   

  
	
  with a copy to:

  	
  Cooley Godward LLP

  One Maritime Plaza, 20th Floor

  San Francisco, California 94111

  Attention:  Kenneth Guernsey, Esq.

  



 


12.2         Partial Invalidity.  If any term or provision of this Agreement
or the application thereof to any person or circumstance shall, to any extent,
be invalid or unenforceable (other than provisions going to the essence of this
Agreement), the remainder of this Agreement, or the application of such term or
provision to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby, and each such term and
provision of this Agreement shall be valid and be enforced to the fullest
extent permitted by law.


 


12.3         Waivers.  No waiver of any breach of any covenant or
provision herein contained shall be deemed a waiver of any preceding or
succeeding breach thereof, or of any other covenant or provision herein
contained.  No extension of time for
performance of any obligation or act shall be deemed an extension of the time
for performance of any other obligation or act.


 


15

















 


12.4         Survival.  The covenants, agreements, representations
and warranties made herein shall survive the Transfer Date.


 


12.5         Successors and Assigns.  This Agreement shall be binding upon and
shall inure to the benefit of the permitted successors and assigns of the
parties hereto.


 


12.6         Attorneys’ Fees.  In the event that either party hereto brings
any action or suit against the other party by reason of any breach of any of
the covenants, agreements or provisions on the part of such other party arising
out of this Agreement, then all costs and expenses, including reasonable
attorneys’ and experts’ fees and costs, incurred by the prevailing party
therein shall be paid by the other party.


 


12.7         Entire Agreement.  This Agreement (including all Exhibits
attached hereto) is the final expression of, and contains the entire agreement
between, the parties with respect to the subject matter hereof and supersedes
all prior understandings with respect thereto. 
This Agreement may not be modified, changed, supplemented or terminated,
nor may any obligations hereunder be waived, except by written instrument
signed by the parties.  The parties do
not intend to confer any benefit hereunder on any person, firm or corporation
other than the parties hereto.


 


12.8         Time of the Essence.  BroadVision and PSI hereby acknowledge and
agree that time is of the essence with respect to each and every term,
condition, obligation and provision hereof.


 


12.9         Construction.  Headings at the beginning of each Section
and subparagraph are solely for the convenience of the parties and are not a
part of the Agreement.  Whenever
required by the context of this Agreement, the singular shall include the
plural and the masculine shall include the feminine and vice versa.  This Agreement shall not be construed as if
it had been prepared by one of the parties, but rather as if both parties had
prepared the same.  Unless otherwise
indicated, all references to Sections and subparagraphs are to this
Agreement.  All exhibits referred to in
this Agreement are attached and incorporated herein by this reference.  If the date on which PSI or BroadVision is
required to take any action under the terms of this Agreement occurs on a
Saturday, Sunday or federal or state holiday, then the action shall be taken on
the next succeeding business day.


 


12.10       Governing Law.  This Agreement shall be governed by,
interpreted under, and construed and enforced in accordance with the laws of the
State of California.


 


12.11       Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, and all of which,
together, shall constitute one and the same instrument.


 


12.12       No Joint Venture.  This Agreement shall not create a
partnership or joint venture relationship between PSI and BroadVision.


 


12.13       Required Actions of PSI
and BroadVision.  PSI and
BroadVision agree to execute all such instruments and documents and to take all
actions pursuant to the provisions


 


16

















 


hereof in order to consummate the assignments and assumptions herein
contemplated and shall use their commercially reasonable best efforts to
consummate the transaction contemplated by this Agreement in accordance with
the provisions hereof.


 


12.14       Confidentiality.  PSI and BroadVision agree to keep the terms
and conditions of this Agreement confidential, disclosing the terms hereof only
to the extent necessary to satisfy the minimum
financial reporting disclosure requirements, or as otherwise may be required by
the parties’ respective lenders. 
Notwithstanding the foregoing, BroadVision may disclose terms of this
Agreement (i) at the request of any regulatory authority or
self-regulatory organization, including in connection with an examination of
BroadVision or its affiliates by any such authority or organization,
(ii) pursuant to subpoena or other court process, (iii) when required
to do so in accordance with the provision of any applicable law or regulation,
or (iv) at the direction of any other agency of any state of the United
States or of any other jurisdiction in which BroadVision or its affiliates
conducts their business.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date and year first
written hereinabove.


 


	
  PACIFIC SHORES INVESTORS, LLC,

  a Delaware limited liability company

  	
   

  	
  BROADVISION, INC., 

  a Delaware corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Pacific Shores
  Mezzanine, LLC, a Delaware limited

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  liability company, its
  sole member

  	
   

  	
  By:

  	
  /s/ Pehong Chen

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Pehong Chen

  	
   

  
	
   

  	
  By:

  	
  Pacific Shores Junior
  Mezz, LLC, a Delaware

  	
   

  	
  Title:

  	
  Chairman, CEO &
  President

  	
   

  
	
   

  	
   

  	
  limited liability
  company, its sole member

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Scott C. Neely 

  	
   

  
	
   

  	
   

  	
  By:

  	
  Pacific Shores Junior
  Mezz Managers,

  	
   

  	
  Name:

  	
  Scott C. Neely

  	
   

  
	
   

  	
   

  	
   

  	
  LLC, a Delaware limited
  liability

  	
   

  	
  Title:

  	
  VP, General Counsel
  & Asst. Secty  

  	
   

  
	
   

  	
   

  	
   

  	
  company, its sole
  member

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Pacific Shores
  Development, LLC, a

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Delaware limited
  liability company, its

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  sole member

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  Technology Land LLC, a

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  California limited
  liability

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  company, Operating
  Member

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Joseph K. Paul

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Joseph
  K. Paul, 

  Sole Managing Member

  	
   

  	
   

  	
   

  	
   

  
														



 


17