exv10wcd



 




EXHIBIT 10.cd







AIR COMMERCIAL REAL ESTATE ASSOCIATION

STANDARD SUBLEASE

(Short-form to be used with post 1995 AI REA leases)

(NOTE: DO NOT USE IF LESS THAN ENTIRE PREMISES ARE BEING SUBLET. FOR

SITUATIONS WHERE THE PREMISES ARE TO BE OCCUPIED BY MORE THAN

ONE TENANT OR SUBTENANT USE THE

“STANDARD SUBLEASE—MULTI-TENANT” FORM)




1. Basic Provisions (Basic Provisions”).




     1.1
Parties: This Sublease (“Sublease”), dated for reference purposes only
October 29, 2003, is made by and between SBS Technologies, Inc., a New Mexico
Corporation (“Sublessor”) and ViaSat, Inc., a Delaware Corporation
(“Sublessee”), (collectively the “Parties”, or individually a “Party”).



     1.2 Premises: That certain real property, including all improvements therein,
and commonly known by the street address of 5791 Van Allen Way, located in the
City of Carlsbad, State of California and generally described as (describe
briefly the nature of the property) approximately 75,000 rentable square feet
of office and warehouse space and all the adjacent land and parking area within
Parcel 2 of the Parcel Map No. 17971 (“Premises”).



     1.3 Term: Two (2) years and four (4) months commencing on January 1, 2004
(“Commencement Date”) and ending April 30, 2006 (“Expiration Date”).



     1.4 Early Possession: Upon full sublease execution. See Addendum, Section 1
(“Early Possession Date”).



     1.5 Base Rent: $ Forty Two Thousand Five Hundred Dollars ($42,500.00) per month
(“Base Rent”), payable in advance on the first day of each month commencing
January 1, 2004.



o If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted.




     1.6 Base Rent and Other Monies Paid Upon Execution:




	 	(a)	 	Base Rent: $42,500.00 for the period January 1,
2004 - January 31,
2004.
	 
	 	(b)	 	Security Deposit: $20,000.00 (“Security Deposit”).
	 
	 	(c)	 	Association Fees: $N/A for the period                    .
	 
	 	(d)	 	Other: $N/A for                    .
	 
	 	(e)	 	Total Due Upon Execution of this Lease: $62,500.00.





     1.7 Agreed Use: Per Master Lease.



     1.8 Real Estate Brokers:



              (a) Representation: The following real estate brokers (the “Brokers”) and
brokerage relationships exist in this transaction (check applicable boxes):


x BRE Commercial/NAI — Kent Moore represents Sublessor exclusively
(“Sublessor’s Broker”);



x BRE Commercial/NAI — Rick Reeder represents Sublessee exclusively
(“Sublessee’s Broker”); or represents both Sublessor and Sublessee (“Dual
Agency”).


 









 





              (b) Payment to Brokers: Upon execution and delivery of this Sublease by
both Parties, Sublessor shall pay to the Brokers the brokerage fee agreed to in
a separate written agreement (or if there is no such agreement, the sum of
                    or                    % of the total Base Rent) for the brokerage services
rendered by the Brokers.



     1.9 Guarantor. The obligations of the Sublessee under this Sublease shall be
guaranteed by N/A (“Guarantor”).



     1.10 Attachments. Attached hereto are the following, all of which constitute a
part of this sublease



o an Addendum consisting of Paragraphs                     through                    ;




o a plot plan depicting the Premises;




o a Work Letter;




o a copy of the Master Lease;




o other (specify):                                      .




2. Premises.




     2.1 Letting. Sublessor hereby subleases to Sublessee, and Sublessee hereby
subleases from Sublessor, the Premises, for the term, at the rental, and upon
all of the terms, covenants and conditions set forth in this Sublease. Unless
otherwise provided herein, any statement of size set forth in this Sublease, or
that may have been used in calculating Rent, is an approximation which the
Parties agree is reasonable and any payments based thereon are not subject to
revision whether or not the actual size is more or less. Note: Sublessee is
advised to verify the actual size prior to executing this Sublease.



     2.2 Condition. Sublessor shall deliver the Premises to Sublessee broom clean
and free of debris on the Commencement Date or the Early Possession Date,
whichever first occurs (“Start Date”).



     2.3 Compliance. See Addendum, Section 2.



     2.4. Acknowledgements. Sublessee acknowledges that: (a) it has been advised by
Sublessor and/or Brokers to satisfy itself with respect to the condition of the
Premises (including but not limited to the electrical, HVAC and fire sprinkler
systems, security, environmental aspects, and compliance with Applicable
Requirements and the Americans with Disabilities Act), and their suitability
for Sublessee’s intended use, (b) Sublessee has made such investigation as it
deems necessary with reference to such matters and assumes all responsibility
therefore as the same relate to its occupancy of the Premises, and (c) neither
Sublessor, Sublessor’s agents, nor Brokers have made any oral or written
representations or warranties with respect to said matters other than as set
forth in this Sublease. In addition, Sublessor acknowledges that: (i) Brokers
have made no representations, promises or warranties concerning Sublessee’s
ability to honor the Sublease or suitability to occupy the Premises, and (ii)
it is Sublessor’s sole responsibility to investigate the financial capability
and/or suitability of all proposed tenants. “Applicable Requirements” shall
mean all applicable covenants or restrictions of record and applicable building
codes, regulations and ordinances.



     2.5 Americans with Disabilities Act. In the event that as a result of
Sublessee’s use, or intended use, of the Premises the Americans with
Disabilities Act or any similar law requires modifications or the construction
or installation of improvements in or to the Premises, Building, Project and/or
Common Areas, the Parties agree that such modifications, construction or
improvements shall be made at:

oSublessor’s expense

xSublessee’s expense.



3. Possession.




     3.1 Early Possession. If Sublessee totally or partially occupies the Premises
prior to the Commencement Date, the obligation to Rent (other than
indemnification obligations) shall be abated for the period of such early
possession. All other terms of this Sublease (including but not limited to the
obligations to pay Sublessee’s insurance premiums and to maintain the Premises)
shall, however, be in effect during such period. Any such early possession
shall not affect the Expiration Date.



 









 





     3.2 Delay in Commencement. Subject to Master Lessor consent, Sublessor shall
deliver possession of the Premises by the Commencement Date.



     3.3 Sublessee Compliance. Sublessor shall not be required to tender possession
of the Premises to Sublessee until Sublessee complies with its obligation to
provide evidence of insurance. Pending delivery of such evidence, Sublessee
shall be required to perform all of its obligations under this Sublease from
and after the Start Date, including the payment of Rent, notwithstanding
Sublessor’s election to withhold possession pending receipt of such evidence of
insurance. Further, if Sublessee is required to perform any other conditions
prior to or concurrent with the Start Date, the Start Date shall occur but
Sublessor may elect to withhold possession until such conditions are satisfied.



4. Rent and Other Charges.




     4.1 Rent Defined. All monetary obligations of Sublessee to Sublessor under the
terms of this Sublease (except for the Security Deposit) are deemed to be rent
(“Rent”). Rent shall be payable in lawful money of the United States to
Sublessor at the address stated herein or to such other persons or at such
other places as Sublessor may designate in writing.



     4.2 Utilities. Sublessee shall pay for all water, gas, heat, light, power,
telephone, trash disposal and other utilities and services supplied to the
Premises, together with any taxes thereon. See Addendum, Section 3.



5. Security Deposit. The rights and obligations of Sublessor and Sublessee as
to said Security Deposit shall be as set forth in the Master Lease (as modified
by Paragraph 7.3 of this Sublease).




6. Agreed Use. The Premises shall be used and occupied only for the uses
permitted by the Master Lease and for no other purpose.




7. Master Lease.




     7.1 Sublessor is the lessee of the Premises by virtue of a lease, hereinafter
the “Master Lease”, wherein Mararisk Carlsbad LLC, a Delaware limited liability
company is the lessor, hereinafter the “Master Lessor”.



     7.2 This Sublease is and shall be at all times subject and subordinate to the
Master Lease.



     7.3 The terms, conditions and respective obligations of Sublessor and Sublessee
to each other under this Sublease shall be the terms and conditions of the
Master Lease except for those provisions of the Master Lease which are directly
contradicted by this Sublease in which event the terms of this Sublease
document shall control over the Master Lease. Therefore, for the purposes of
this Sublease, wherever in the Master Lease the word “Lessor” is used it shall
be deemed to mean the Sublessor herein and wherever in the Master Lease the
word “Lessee” is used it shall be deemed to mean the Sublessee herein except
with respect to those items excluded under Section 7.4.



     7.4 During the term of this Sublease and for all periods subsequent for
obligations which have arisen prior to the termination of this Sublease,
Sublessee does hereby expressly assume and agree to perform and comply with,
for the benefit of Sublessor and Master Lessor, each and every obligation of
Sublessor under the Master Lease except for the following paragraphs which are
excluded therefrom: See Addendum, Section 4.



     7.5 The obligations that Sublessee has assumed under paragraph 7.4 hereof are
hereinafter referred to as the “Sublessee’s Assumed Obligations”. The
obligations that sublessee has not assumed under paragraph 7.4 hereof are
hereinafter referred to as the “Sublessor’s Remaining Obligations”.



     7.6 Sublessee shall hold Sublessor free and harmless from all liability,
judgments, costs, damages, claims or demands, including reasonable attorneys
fees, arising out of Sublessee’s failure to comply with or perform Sublessee’s
Assumed Obligations.



     7.7 Sublessor agrees to maintain the Master Lease during the entire term of
this Sublease, subject, however, to any earlier termination of the Master Lease
without the fault of the Sublessor, and to comply with or perform Sublessor’s
Remaining Obligations and to hold Sublessee free and harmless from all
liability, judgments, costs, damages, claims or demands arising out of
Sublessor’s failure to comply with or perform Sublessor’s Remaining
Obligations.



 









 





     7.8 Sublessor represents to Sublessee that the Master Lease is in full force
and effect and that no default exists on the part of any Party to the Master
Lease.



8. Assignment of Sublease and Default.




     8.1 Sublessor hereby assigns and transfers to Master Lessor Sublessor’s
interest in this Sublease, subject however to the provisions of Paragraph 8.2
hereof.



     8.2. [Intentionally left blank.]



     8.3 Sublessor hereby irrevocably authorizes and directs Sublessee upon receipt
of any written notice from the Master Lessor stating that a Default exists in
the performance of Sublessor’s obligations under the Master Lease, to pay to
Master Lessor the Rent due and to become due under the Sublease. Sublessor
agrees that Sublessee shall have the right to rely upon any such statement and
request from Master Lessor, and that Sublessee shall pay such Rent to Master
Lessor without any obligation or right to
inquire as to whether such Default exists and notwithstanding any notice from
or claim from Sublessor to the contrary and Sublessor shall have no right or
claim against Sublessee for any such Rent so paid by Sublessee.



     8.4 No changes or modifications shall be made to this Sublease without the
consent of Master Lessor.



9. [Intentionally left blank.]




10. [Intentionally left blank.]



11. Representations and Indemnities of Broker Relationships. The Parties each
represent and warrant to the other that it has had no dealings with any person,
firm, broker or finder (other than the Brokers, if any) in connection with this
Sublease, and that no one other than said named Brokers is entitled to any
commission or finder’s fee in connection herewith. Sublessee and Sublessor do
each hereby agree to indemnify, protect, defend and hold the other harmless
from and against liability for compensation or charges which may be claimed by
any such unnamed broker, finder or other similar party by reason of any
dealings or actions of the indemnifying Party, including any costs, expenses,
attorneys’ fees reasonably incurred with respect thereto.



12. Attorney’s fees. If any Party or Broker brings an action or proceeding
involving the Premises whether founded in tort, contract or equity, or to
declare rights hereunder, the Prevailing Party (as hereafter defined) in any
such proceeding, action, or appeal thereon, shall be entitled to reasonable
attorneys’ fees. Such fees may be awarded in the same suit or recovered in a
separate suit, whether or not such action or proceeding is pursued to decision
or judgment. The term, “Prevailing Party” shall include, without limitation, a
Party or Broker who substantially obtains or defeats the relief sought, as the
case may be, whether by compromise, settlement, judgment, or the abandonment by
the other Party or Broker of its claim or defense. The attorneys’ fees award
shall not be computed in accordance with any court fee schedule, but shall be
such as to fully reimburse all attorneys’ fees reasonably incurred. In
addition, Sublessor shall be entitled to attorneys’ fees, costs and expenses
incurred in the preparation and service of notices of Default and consultations
in connection therewith, whether or not a legal action is subsequently
commenced in connection with such Default or resulting Breach ($200 is a
reasonable minimum per occurrence for such services and consultation).



13. No Prior or Other Agreements; Broker Disclaimer. This Sublease contains all
agreements between the Parties with respect to any matter mentioned herein, and
no other prior or contemporaneous agreement or understanding shall be
effective. See Addendum, Section 1 through 9, inclusive.



14. Any notices required or permitted to be given to Sublessee hereunder must
be in writing and must be given by personal delivery (including delivery by
overnight courier or an express mailing service) or by mail, if sent by
registered or certified mail. Notices to Sublessee shall be delivered to the
Premises, with additional copy to:




ViaSat, Inc.

6155 EI Camino Real

Carlsbad, CA 92009

Attention: Robert A. Rota



 









 




Any notices required or permitted to be given to Sublessor hereunder must be in
writing and must be given by personal delivery (including delivery by overnight
courier or an express mailing service) or by mail, if sent by registered or
certified mail. Notices to Sublessor shall be delivered to:




SBS Technologies, Inc.

2400 Louisiana Blvd. NE, #5-600

Albuquerque, NM 87110

Attention: General Counsel



 









 




ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL
REAL ESTATE ASSOCIATION OR BY ANY REAL ESTATE BROKER AS TO THE LEGAL
SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS SUBLEASE OR THE
TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:



1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS
SUBLEASE.



2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF
THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE
POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPERTY, THE
STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE
SUITABILITY OF THE PREMISES FOR SUBLESSEE’S INTENDED USE.



WARNING: IF THE SUBJECT PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA,
CERTAIN PROVISIONS OF THE SUBLEASE MAY NEED TO BE REVISED TO COMPLY WITH LAWS
OFTHE STATE IN WHICH THE PROPERTY IS LOCATED.




	 	 	 
	Executed at: Albuquerque, NM

	 	Executed at: Carlsbad, CA
	
 

	 	
 
	 
	 	 
	on: 12/4/2003

	 	on: 12/02/03
	
 

	 	
 
	 
	 	 
	By Sublessor:

	 	By Sublessee:
	 
	 	 
	SBS Technologies, Inc.

	 	ViaSat, Inc.
	
 

	 	
 
	 
	 	 
	By: /s/ James E. Dixon

	 	By: /s/ Gregory D. Monahan
	
 

	 	
 
	 
	 	 
	Name Printed: James E. Dixon

	 	Name Printed: Gregory D. Monahan
	
 

	 	
 
	 
	 	 
	Title: CFO

	 	Title: Vice President, General Counsel
	
 

	 	
 
	 
	 	 
	Address: 2400 Louisiana Blvd. NE, #5-600

	 	Address: 6155 El Camino Real    Carlsbad, CA 92009
	
 

	 	
 
	 
	 	 
	Telephone/Facsimilie: (505)875-0600 / (505)875-0404

	 	Telephone/Facsimile: (760)476-2200 / (760)929-3926
	
 

	 	
 
	 
	 	 
	Federal ID No. 85-0359415

	 	Federal ID No. 33-0174996
	
 

	 	
 
	 
	 	 
	BROKER:

	 	BROKER:
	
 

	 	
 
	 
	 	 
	
 

	 	
 
	 
	 	 
	Attn:

	 	Attn:
	
 

	 	
 
	 
	 	 
	Title:

	 	Title:
	
 

	 	
 
	 
	 	 
	Address:

	 	Address:
	
 

	 	
 
	 
	 	 
	
 

	 	
 
	 
	 	 
	Telephone/Facsimile:

	 	Telephone/Facsimile:
	
 

	 	
 
	 
	 	 
	Federal ID No.

	 	Federal ID No.
	
 

	 	
 
	 
	 	 
	Consent to the above Sublease is hereby given.
	 
	 	 
	Executed at:

	 	Executed at:
	
 

	 	
 
	 
	 	 
	on:

	 	on:
	
 

	 	
 






NOTE: These forms are often modified to meet changing requirements of law and
needs of the industry. Always write or call to make sure you are utilizing the
most current form: AIR COMMERCIAL REAL ESTATE ASSOCIATION, 700 So. Flower St.,
Suite 600, Los Angeles, CA 90017. (213) 687-8777.



@Copyright 1997 By AIR Commercial Real Estate Association. All rights reserved.
No part of these works may be reproduced in any form without permission in
writing.


 









 








Addendum to Sublease




     This ADDENDUM TO SUBLEASE (“Addendum”) is incorporated into and made a
part of that certain Sublease dated October 29, 2003 (the “Sublease”) by and
between SBS Technologies, Inc., as sublessor (“Sublessor”) and ViaSat Inc., as
sublessee (“Sublessee”). In the event of any inconsistency between the terms
of this Addendum and the terms of the Sublease, the terms of this Addendum
shall control. In the event of any inconsistency between the terms of the
Sublease and the terms of that certain Landlord Consent to Sublease relating to
the Sublease by and among MARARISK CARLSBAD, LLC (“Landlord or Master Lessor”),
Sublessor and Sublessee (the “Consent”), the terms of the Consent shall
control. All capitalized terms not defined in this Addendum shall have the
meanings ascribed to them in the Sublease, or if not defined in the Sublease,
then in the Master Lease.




	 	1.	 	Sublessee shall be permitted to enter the Building and Premises
upon lease execution for FF&E installation and TI (Tenant Improvement)
work. Sublessee shall not be charged for move-in, electrical
consumption or other costs during this period or during construction,
other than damage caused to the premises by Sublessee.
	 
	 	2.	 	The Premises are delivered to Sublessee in “As-Is” condition.
Notwithstanding the foregoing, Sublessee and Sublessor acknowledge that
Section 12 of the Consent identifies certain repairs to be completed by
Sublessor. Sublessor shall indemnify, protect, defend and hold
harmless Sublessee from and against any and all claims, damages,
judgements, suits, causes of action, losses, liabilities, penalties,
fines, expenses and costs (including without limitation any remediation
or resortation costs) which may arise as a result of said repair items.
Sublessee shall indemnify and hold Sublessor harmless from any damages
to property or personal injury arising from any of the work conducted
on the Premises by or on behalf of Sublessee, whether occurring prior
to or during the term of the Sublease. Sublessor and Master Lessor
shall have the right to inspect such work from time to time.
	 
	 	3.	 	Sublessee shall pay all utilities (San Diego Gas & Electric [gas &
electric] and City of Carlsbad, California [water, sanitary sewer,
etc.]) and exterior landscaping maintenance costs, parking lot sweeping
costs, security service fees (both for alarm system monitoring and
on-site security response and periodic security checks), trash and
recyclables disposal service, and pest control service. Sublessor
shall remain responsible for payment of all other operating expenses
under the Master Lease. Sublessee shall also be responsible for
maintaining personal property insurance covering Sublessee’s personal
property and liability insurance consistent with the requirements
imposed on Sublessor under the Master Lease.
	 
	 	4.	 	Notwithstanding Section 7.3 of the Sublease, the following
provisions of the Master Lease shall not apply to this Sublease:





	 	 	 
	

	 	4.1 Option to Extend Term — Section 3(b) of the Master
Lease (which by its terms was personal to Sublessor);
	 
	 	 
	

	 	4.2 Monthly Base Rent During Option Period — Section
3(c) of the Master Lease;







 









 






	 	 	 
	

	 	4.3 Rent, Adjustment of Monthly Base Rent, Triple Net
Lease — Sections 5(a) (except last sentence shall apply
to this Sublease), 5(b), and 5(e) (except last three
sentences shall apply to this Sublease) of the Master
Lease.
	 
	 	 
	

	 	4.4 Additional Rent — Section 5(c) of the Master Lease
shall apply to the Sublease but shall be amended to read
as follows:
	 
	 	 
	

	 	     “All amounts and charges to be paid by Sublessee
hereunder, including, without limitation, utilities and
other charges identified in this Sublease to be paid by
Sublessee, will be considered additional rent for
purposes of this Sublease, and the word “Rent” as used in
this Sublease and the word “rent” as used in the Master
Lease will include all such additional rent unless the
context specifically or clearly implies that only the
fixed monthly rent of $42,500 is intended.”
	 
	 	 
	

	 	4.5 Brokers —Section 10 of the Master Lease.
	 
	 	 
	

	 	4.6 Payment of Taxes, Definition of “Real Property Taxes”
and Joint Assessment. Section 12(a), 12(b) and 12(c) of
the Master Lease.
	 
	 	 
	

	 	4.7 Prohibited Alterations (Sections 13(a) and (c). Any
construction or Alterations performed in or to the Premises shall be
subject to and in accordance with the terms of the Master Lease
(including, but not limited to, the requirement for Master Lessor’s
approval as set forth in Section 13 of the Master Lease), except
that (a) for purposes of determining whether Master Lessor’s consent
is required for Alterations performed during the first calendar year
of the term of the Sublease, the costs of initial Alterations that
Sublessee intends to make to the Premises (which shall be subject to
Master Lessor’s prior written approval) shall not be included in
determining whether the $25,000.00-per-year threshold for that year
has been attained, and (b) notwithstanding the provisions of Section
13(c) of the Lease, Master Lessor shall not require that its
contractor be given the opportunity to bid for Alterations work
proposed by Sublessee.
	 
	 	 
	

	 	4.8 Landlord’s Security Interest - Section 22(g).
	 
	 	 
	

	 	4.9 Assignment and Subletting —  Section 24(g) of the
Master Lease shall apply to the Sublease but shall be
amended to add the following:
	 
	 	 
	

	 	     “Notwithstanding the foregoing, in the event of
termination of this Lease by reason of Tenant’s default
and providing that Sublessee is not in default under the
terms of the Sublease or Master Lease, Landlord agrees
not to terminate the Sublease.”
	 
	 	 
	

	 	4.10 Tenant’s Limited Permitted Subleasing Rights.
Section 24(k) of the Master Lease.
	 
	 	 
	

	 	4.11 Other — Notwithstanding the above, Sublessee shall
have no obligation under the Master Lease to the extent
inconsistent with the terms of this Sublease and shall
have no obligation for any claim,







 









 






	 	 	 
	

	 	liability, indemnity, payment, damages, expense or other
similar item arising under the Master Lease prior to the
commencement date of this Sublease.
	 
	 	 
	

	 	The Sublease shall be subject to the approval of the
Master Lessor. The Sublease shall contain such
additional provisions as the Master Lessor shall
reasonably request, which are reasonably approved by
Sublessee. The Sublessor shall provide such information
regarding the creditworthiness of Sublessee as Master
Lessor shall reasonably request. Sublessor shall also
provide such information regarding the creditworthiness
of Sublessor as Sublessee shall reasonably request.”








	 	5.	 	Sublessee shall have 24-hour per day — 7 day per week access to the
Premises. As long as Sublessee pays all of the Rent due hereunder and
performs all of Sublessee’s Obligations, Sublessor shall do nothing to
affect Sublessee’s right to peacefully and quietly have, hold and enjoy
the Premises.”
	 
	 	6.	 	Sublessee, at Sublessee’s cost and expense, may erect signage,
subject to design review guidelines, CC & R’s, city ordinances and
Master Lessor’s reasonable approvals.
	 
	 	7.	 	Sublessor and Sublessee warrant to the Brokers and to each other
they have dealt with no other real estate brokers in connection with
this transaction except BRE Commercial/NAI (Landlord) and that no other
broker is entitled to any commission on account of this offer.
Sublessor recognizes BRE Commercial/NAI as the agent for Sublessee.
In the event the Sublease is mutually executed by Sublessor, Sublessee
and Master Lessor, BRE Commercial/NAI shall be entitled to a Real
Estate commission to be paid by Sublessor per a separate agreement
between Sublessor and Business Real Estate Brokerage Company dated June
25, 2003. Said commission shall be paid one half upon the mutual
execution of the Sublease and one half upon occupancy. Sublessor and
Sublessee each agree to promptly indemnify, protect, defend and hold
harmless the other from and against any and all claims, damages,
judgments, suits, causes of action, losses, liabilities, penalties,
fines, expenses and costs (including attorneys’ fees and court costs)
resulting from any breach by the indemnifying party of the foregoing
warranty, including, without limitation, any claims that may be
asserted by any broker, agent or finder undisclosed by the indemnifying
party. The foregoing mutual indemnity shall survive the expiration or
earlier termination of the Sublease.
	 
	 	8.	 	Sublessor represents and warrants to Sublessee that Sublessor, has
not caused any violations at the Building and parking facilities with
any governmental laws, ordinances, regulations or orders relating to
environmental conditions on, under or about the Premises, the Building
or parking facilities (“Regulations”), including, but not limited to,
asbestos, soil and ground water conditions and Hazardous Materials
(defined below), and Sublessor shall defend, indemnify and hold
Sublessee harmless from and against any and all losses, costs
(including reasonable attorneys’ fees), liabilities and claims arising
from the violation of any of the Regulations by Sublessor that may
affect the Premises, the Building or parking facilities and shall
assume full responsibility and cost to remedy such violations, provided
that the violations are not caused solely by Sublessee. Neither
Sublessor nor Sublessee shall at any time use, generate, store or
dispose of on, under or about the Premises, the





 









 








	 	 	Building or parking facilities or transport to or from the same any
hazardous wastes, toxic substances or related material (“Hazardous
Materials”) or permit or allow any third party to do so, without
compliance with all Regulations. Hazardous Materials shall include,
but shall not be limited to, substances defined as “hazardous
substances” or “toxic substances” in the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, 42
U.S.C.A. section 1802; the Resource Conservation Recovery Act, 42
U.S.C.A. section 6901, et. seq.; or those substances defined as
“hazardous wastes” in applicable codes in the State of California and
in the regulations adopted and publications promulgated to such
codes. Otherwise, per Master Lease. In consenting to this Sublease,
Master Lessor acknowledges and agrees that Sublessee is not
responsible for any Hazardous Materials or adverse environmental
conditions, in, on, under or about the Premises, the Building or
parking facilities prior to the Commencement Date of the Sublease or
at any time, not caused by Sublessee.
	 
	9.	 	Sublessor warrants, to its actual knowledge, that the Building (as
defined in the Master Lease),including, without limitation, entrance,
lobby, elevators, hallways, exits and restrooms, Premises (including,
without limitation, Sublessor improvements) offices, rooms, buildings,
structures, including all parking lots, walkways, entrances, hallways
and other public spaces, elevators, and other devices or pathways for
ingress and exit within the Premises , that might be used by customers,
clients, invitees of Sublessee and the general public, conform to all
the requirements of the Americans with Disabilities Act and all
regulations issued by the U.S. Attorney General or other authorized
agencies under the authorization of the Americans with Disabilities
Act. Notwithstanding the foregoing, both parties acknowledge that
there is no elevator access to the second floor.
	 
	10.	 	If Sublessee elects to cure any default by Sublessor under the
Master Lease, then Sublessee shall have the right of reimbursement from
and against Sublessor. If the Master Lease terminates as a result of
default by Sublessor under the Sublease or Master Lease, then Sublessor
shall be liable to Sublessee for the damages suffered as a result of
such termination, excluding consequential damages.





     EXECUTED as of the date of the Sublease.



	 	 	 
	SBS TECHNOLOGIES, INC.

	 	VIASAT INC.
	 
	 	 
	By: /s/ James E. Dixon

	 	By: /s/Gregory D. Monahan
	
 

	 	
 
	 
	 	 
	Name: J. E. Dixon

	 	Name: Gregory D. Monahan
	
 

	 	
 
	 
	 	 
	Title: CFO

	 	Title: Vice President, General Counsel