##### 



Exhibit 10.43 Exhibit F CONSENT TO SUBLEASE This
Consent To Sublease Agreement(Consent, Consent to Sublease or
Agreement) is dated June 9, 2004, for reference purposes only, and is
entered into by and among RENCO INVESTMENT COMPANY, a California general
partnership (Master Landlord), VA SOFTWARE CORPORATION, a Delaware corporation
(Sublandlord), and AT ROAD, INC., a Delaware corporation (Subtenant). Recitals A.Master Landlord and
Sublandlord entered into that certain lease dated April 6, 2000 (Master Lease)
for premises commonly known as 47071 and 46939 Bayside Parkway, Fremont,
California (Master Premises). B.Sublandlord is entering
into a sublease (Sublease), concurrently with this Consent to Sublease to
Subtenant, for all of 47071 Bayside Parkway, Fremont, California (47071
Premises) and approximately 15,000 square feet of leasable area of 46939
Bayside Parkway, Fremont, California (46939 Premises) (collectively Sublet
Premises), as more fully set forth in the Sublease, and Master Landlord has
agreed to enter into this Agreement on the terms and conditions set forth below. Agreement Now,
Therefore,in consideration of the foregoing recitals and the mutual
covenants contained herein, Master Landlord, Sublandlord and Subtenant hereby
agree as follows:  A.
    
    Consent to Sublease. 1.Master Landlord hereby
consents to the Sublease subject to and upon the following terms and conditions. 2.Notwithstanding any
provision of the Sublease to the contrary, unless expressly set forth herein,
nothing contained in this Agreement or the Sublease shall: (a) operate
as a consent to or approval of or ratification by Master Landlord of any
specific provisions of the Sublease or as a representation or warranty by Master
Landlord, or cause Master Landlord to be estopped or bound in any way by any of
the provisions of the Sublease. Master Landlord has not reviewed and approved
the specific terms of the Sublease nor any other agreement between Sublandlord
and Subtenant, and Master Landlord shall not be bound by any agreement other
than the terms of the Master Lease between Master Landlord and Sublandlord and
this Consent; or (b) be
construed to modify, waive or affect (i) any of the provisions, covenants
or conditions in the Master Lease, (ii) any of Sublandlords obligations
under the Master Lease, or (iii) any rights or remedies of Master Landlord
under the Master Lease or Consent to SubleaseJune 9, 2004




---



##### 



otherwise; or to enlarge or increase
Master Landlords obligations or Sublandlords rights under the Master Lease or
otherwise; or (c) be
deemed to make Subtenant a third party beneficiary of the provisions of the
Master Lease, or create or permit any direct right of action by Subtenant
against Master Landlord for breach of the covenant of quiet enjoyment or any
other covenant of Master Landlord under the Master Lease; or (d) be
construed to waive any past, present or future breach or default on the part of
Sublandlord under the Master Lease; or (e) be
construed to provide any warranties or representations by Master Landlord as to
the condition of any part of the Master Premises, the Sublet Premises, or the
terms of the Master Lease. 3.The Sublease shall be
subject and subordinate at all times to the Master Lease and to all of its
provisions, covenants and conditions. In case of any conflict between the
provisions of the Master Lease and the provisions of the Sublease, the
provisions of the Master Lease shall prevail unaffected by the Sublease as
between Master Landlord and Sublandlord and as between Master Landlord and
Subtenant. 4.Neither the Sublease nor
this Consent thereto shall release or discharge the Sublandlord from any
liability under the Master Lease. Sublandlord shall remain liable and
responsible for the full performance and observance of all the provisions,
covenants and conditions set forth in the Master Lease to be performed and
observed by Sublandlord. Any breach or violation of any provision of the Master
Lease by Subtenant shall constitute a default by Sublandlord in fulfilling such
provision and Master Landlord can pursue any right contained in the Master Lease
or under applicable law, including without limitation the termination of the
Master Lease. 5.This consent by Master
Landlord shall not be construed as a consent by Master Landlord to any further
subletting by Sublandlord or Subtenant or to any assignment by Sublandlord of
the Master Lease or assignment by Subtenant of the Sublease, whether or not the
Sublease purports to permit the same. Subtenant shall be permitted to sublease
the Sublet Premises and assign the Sublease subject to the same consent
requirements and standards as are applicable to Sublandlord under the Master
Lease. This Consent shall not be construed as a consent by Master Landlord to
any modification, amendment, extension or renewal of the Sublease. Sublandlord
and Subtenant acknowledge and agree that the attempted exercise of any option to
extend the term of the Sublease or to expand the Sublet Premises by the
Subtenant shall, for purposes of the Master Lease and this Agreement, constitute
a further subletting subject to the provisions of this paragraph 5. 6.Concurrently with the
execution and delivery of a copy of this Consent to Master Landlord (and prior
to Master Landlord being required to execute this Consent) and in the event of
any further assignment or subletting of the Sublet Premises by Sublandlord or
Subtenant, Sublandlord shall deliver to Master Landlord itemized calculations of
the Sublease rent and the Consent to Sublease
    
    page - 2June 9, 2004




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##### 



Master Lease rent, specifying what excess
rents are to be due to Master Landlord, if any, pursuant to the profit sharing
provisions of the Master Lease. Such document shall be executed by Sublandlord
and Subtenant and any further subtenant. All excess rent due Master Landlord, if
any, shall be due and payable on or before the first of each month. In addition,
without limiting any other provision of this Agreement, subject to the
provisions of this Section A 6, if Sublandlord or any further subtenant is
paid a lump sum fee by Subtenant or any further subtenant in any way relating to
the Sublease and any further sublease, whether designated as Rent, Additional
Rent, or any other designation, Sublandlord and Subtenant acknowledge and agree
that Master Landlord shall be paid the applicable profit sharing percentage (as
such percentage is set forth in the Master Lease based on a sublease or
assignment by the tenant thereunder) of such payment based on the positive
difference, if any, between such lump sum fee, less all rent paid by the
landlord who received such payment to such landlords landlord under their
applicable sublease or lease as the case may be, for the month in which such
lump sum fee was paid. As an example, if Subtenant further subleases the
Premises and Subtenants subtenant pays to Subtenant, for any given month,
$1,000 more than Subtenant owes under the Sublease, and assuming the Master
Lease provides for a fifty percent (50%) profit sharing as to a sublease by the
tenant thereunder, fifty percent (50%) of such $1,000 (or $500) shall be paid by
Subtenant directly to Master Landlord, regardless of any provision in the
Sublease or sub-sublease to the contrary, and Sublandlord shall have no right or
claim against Subtenant or Master Landlord for any such payment made to Master
Landlord. Such profit sharing shall apply to each sublease or assignee (as well
as Sublandlord) and payment by any given subtenant or assignee shall not limit
any profit sharing owed by any other subtenant or assignee (or Sublandlord) to
Master Landlord. For the purpose of calculating excess rent with respect to any
lump sum payment for a complete or partial termination of the Sublease,
reduction in the term of the Sublease, or other settlement in connection with
the Sublease, such payment shall be treated as if it were amortized on a monthly
basis over the period commencing on the effective date of such complete or
partial termination of the Sublease, reduction in the term of the Sublease (in
which case the effective date shall be the expiration or earlier termination of
the Sublease), or other settlement in connection with the Sublease and
continuing through May 16,2010. Such monthly amortized amount shall then be
added to any other rentals Sublandlord shall receive then or at any time in the
future from Subtenant or another subtenant or occupant in connection with the
Sublet Premises (or the applicable portion of the Sublet Premises in the event
of a partial termination) and excess rent shall be determined based on such
combined amount. For the purpose of this calculation, if Sublandlord at any time
following the date of the Sublease occupies a portion of the Sublet Premises,
Sublandlord shall be deemed to have received rentals for such portion and during
such period of occupancy in the amount of the rentals paid by Sublandlord under
the Master Lease for such portion and for such period of time. 7.In consideration of
Master Landlords consent to the Sublease, Sublandlord irrevocably assigns to
Master Landlord, as security for Sublandlords obligations under Master Lease,
all rent and income payable to Sublandlord under the Sublease. Therefore, Master
Landlord may collect all payments due under the Sublease and apply such payments
towards Sublandlords obligations under the Master Lease; provided, however, so
long as Sublandlord is not in default under the Master Lease beyond applicable
notice and cure periods, Sublandlord shall be entitled to collect all such
payments directly from Subtenant. In the event a default by Sublandlord under
the Master Lease, beyond applicable notice and cure periods, has occurred and is
continuing, Sublandlord and Subtenant agree that Subtenant shall pay to Master
Landlord Consent to Sublease
    
    page - 3June 9, 2004




---



##### 



all rent and income payable to Sublandlord
under the Sublease upon written demand without further consent of Sublandlord
and Subtenant being required; provided, however, that until demand by Master
Landlord, Sublandlord shall have the right to collect such payments. Sublandlord
hereby irrevocably authorizes and directs Subtenant upon receipt of such written
demand from Master Landlord to pay to Master Landlord the payments due and to
become due under the Sublease. Sublandlord agrees that Subtenant shall have the
right to rely on any such statement and request from Master Landlord, and that
Subtenant shall pay such rents to Master Landlord without any obligation or
right to inquire as to whether any default exists and notwithstanding any notice
or claim from Sublandlord to the contrary. Sublandlord shall have no right or
claim against Subtenant for any such payments so paid by Subtenant to Master
Landlord. It is further agreed among the parties hereto that neither
Sublandlords assignment of such rent and income, nor Master Landlords
acceptance of any payment of rental or other sum due by Subtenant to Sublandlord
under the Sublease, whether payable directly to Master Landlord or endorsed to
Master Landlord by Sublandlord, shall in any way nor in any event be construed
as creating a direct contractual relationship between Master Landlord and
Subtenant, unless the parties expressly so agree in writing and such acceptance
shall be deemed to be an accommodation by Master Landlord to and for the
convenience of Sublandlord and Subtenant. Any direct contractual agreement
between Master Landlord and Subtenant must be in writing. 8.In addition to complying
with Sublandlords obligations under the Master Lease to maintain insurance,
Subtenant shall add and maintain Master Landlord as an additional insured under
its insurance policies which insurance policies shall conform to the insurance
required by Sublandlord under the Master Lease. 9.Both Sublandlord and
Subtenant shall be and shall continue to be liable for the payment of
(a) all bills rendered by Master Landlord for charges incurred by or
imposed upon Subtenant for services and materials supplied to the Sublet
Premises beyond that which is required by the terms of the Master Lease, and
(b) any additional costs incurred by Master Landlord for maintenance and
repair of the Sublet Premises beyond that required by the terms of the Master
Lease as the result of Subtenant occupying the Sublet Premises (including, but
not limited to, any excess costs to Master Landlord of services furnished to or
for the Sublet Premises). 10.Notwithstanding
anything to the contrary contained in the Sublease, all requests for any service
to be supplied by Master Landlord to the Sublet Premises, all requests to make
improvements or alterations to the Sublet Premises, all requests to further
sublet the Sublet Premises or assign the Sublease, and all other requests for
Master Landlords consent or approval must be made by Sublandlord on behalf of
Subtenant. 11.Except as expressly set
forth herein to the contrary, Sublandlord and Subtenant understand and
acknowledge that Master Landlords consent herein is not a consent to any
improvement or alteration work to be performed in the Sublet Premises (including
without limitation any improvement work contemplated in the Sublease), that
Master Landlords consent for such work must be separately sought, and that any
such work shall be subject to all the provisions of the Master Lease with
respect thereto. Consent to Sublease
    
    page - 4June 9, 2004




---



##### 



12. Sublandlord and
Subtenant shall be solely and fully responsible for all costs and expenses to
properly, and in accordance with the Master Lease and applicable laws, demise
the Sublet Premises from the Premises, including, without limitation, the
division of all electrical (and other utilities), the HVAC (and other building
service facilities), and alterations to comply with all laws, including, without
limitation, fire exiting requirements.  B.
    
    Direct Renco-At Road Lease Upon Specified
  Events. 1. Recognition and New
Direct Lease.Upon termination of the Master Lease with respect to the
Sublet Premises, if the same occurs before the end of the term of the Sublease,
Master Landlord shall recognize the Subtenant as a direct tenant as to the
Sublet Premises, and Subtenant shall recognize Master Landlord as a direct
landlord as to the Sublet Premises, on the same terms and conditions as the
Master Lease between Master Landlord and Sublandlord, except (a) the Master
Lease shall be interpreted to apply only to the Sublet Premises and the rights
and obligations shall be deemed adjusted accordingly to apply only to the Sublet
Premises, (b) Subtenant shall pay an allocable share of expenses common to
the entire Premises based on the square footage of the Sublet Premise in
relation to the entire Premises, (c) the Base Rent shall be as set forth
below, (d) Subtenant shall be entitled to occupy the Sublet Premises
commencing on October 7, 2004 for the sole purpose of constructing the
Alterations (as defined below) and commencing on January 7, 2005 for the
purpose of conducting its business operations, (e) Subtenant shall receive
no credit for any security deposit or prepaid rent paid by Sublandlord to Master
Landlord, (f) Subtenant shall have no options to extend, renew or to
purchase, nor any rights of first refusal, or other such rights notwithstanding
anything to the contrary set forth in the Master Lease, (g) Subtenants
share of the parking shall be based upon Subtenant taking occupancy of the
Sublet Premises as of January 7, 2005 and (h) the Security Deposit
under the Direct Lease shall be Ninety-Five Thousand Dollars ($95,000) (the
Direct Lease Security Deposit) and such Direct Lease Security Deposit shall be
paid concurrently with the execution of the Direct Lease and there shall be no
other security deposit or letter of credit required under the Direct Lease
(hereinafter such lease terms shall be referred to as the Direct Lease). The
Direct Lease shall be effective as of the date of the termination, if any, of
the Master Lease (the Direct Lease Date), and Master Landlord shall not
disturb Subtenants possession and occupancy of the Sublet Premises for the
Direct Lease term, provided that: (i) On
the Direct Lease Date, and for the remainder of the Direct Lease Term, Subtenant
neither: (a) is
in default under the Sublease beyond applicable notice and cure periods, nor
under any applicable notice and cure periods of the Master Lease; nor (b) caused
Sublandlords default under the Master Lease, which default resulted in the
termination of the Master Lease; and (ii) As
of the Direct Lease Date, and for the remainder of the Direct Lease Term,
Subtenant shall: (a) attorn
to and accept Master Landlord as its direct landlord pursuant to the terms and
conditions of the Direct Lease, as set forth above, for the term of the Direct Consent to Sublease
    
    page - 5June 9, 2004




---



##### 



Lease (which shall be the same as the term
would have been under the Master Lease if the Master Lease was not terminated); (b) comply
with all the terms and conditions of the Direct Lease; and (c) pay
directly to Master Landlord the Base Monthly Rent, as hereinafter set forth,
Additional Rent and all other amounts payable under the Direct Lease, with
respect to the Sublet Premises, when due thereunder. The Base Rent for the
Direct Lease Term shall be the corresponding Base Rent that would have been paid
under the Sublease as set forth below (the time references below are to the
Sublease term and shall be applicable to the Direct Lease term based on the
Direct Lease Date at that time). As an example, if the Sublease term commenced
on February 1, 2005 and the Master Lease terminated on June 1, 2005,
the Direct Lease Date would be June 1, 2005 and the initial Base Rent under
the Direct Lease would be Seventy Thousand Thirty Five and no/100 Dollars
($70,035.00). Months into the
    
    
    
    
    
    Due Date for MonthlySquare Feet
    
    Sublease term
    
    Rent/Month
    
    Rental Payments102,554
    
    
    1
    
    
    $
    0.00
    
    
    February 1, 2005102,554
    
    
    2
    
    
    $
    0.00
    
    
    March 1, 2005102,554
    
    
    3
    
    
    $
    0.00
    
    
    April 1, 2005102,554
    
    
    4
    
    
    $
    0.00
    
    
    May 1, 2005102,554
    
    
    5
    
    
    $
    70,035
    
    
    June 1, 2005102,554
    
    
    6
    
    
    $
    70,035
    
    
    July 1, 2005102,554
    
    
    7
    
    
    $
    70,035
    
    
    August 1, 2005102,554
    
    
    8
    
    
    $
    70,035
    
    
    September 1, 2005102,554
    
    
    9
    
    
    $
    70,035
    
    
    October 1, 2005102,554
    
    
    10
    
    
    $
    70,035
    
    
    November 1, 2005102,554
    
    
    11
    
    
    $
    70,035
    
    
    December 1, 2005102,554
    
    
    12
    
    
    $
    84,599
    
    
    January 1, 2006102,554
    
    
    13
    
    
    $
    84,599
    
    
    February 1, 2006102,554
    
    
    14
    
    
    $
    84,599
    
    
    March 1, 2006102,554
    
    
    15
    
    
    $
    84,599
    
    
    April 1, 2006102,554
    
    
    16
    
    
    $
    84,599
    
    
    May 1, 2006102,554
    
    
    17
    
    
    $
    84,599
    
    
    June 1, 2006102,554
    
    
    18
    
    
    $
    84,599
    
    
    July 1, 2006102,554
    
    
    19
    
    
    $
    84,599
    
    
    August 1, 2006102,554
    
    
    20
    
    
    $
    84,599
    
    
    September 1, 2006102,554
    
    
    21
    
    
    $
    84,599
    
    
    October 1, 2006102,554
    
    
    22
    
    
    $
    84,599
    
    
    November 1, 2006102,554
    
    
    23
    
    
    $
    84,599
    
    
    December 1, 2006102,554
    
    
    24
    
    
    $
    87,137
    
    
    January 1, 2007102,554
    
    
    25
    
    
    $
    87,137
    
    
    February 1, 2007102,554
    
    
    26
    
    
    $
    87,137
    
    
    March 1, 2007102,554
    
    
    27
    
    
    $
    87,137
    
    
    April 1, 2007102,554
    
    
    28
    
    
    $
    87,137
    
    
    May 1, 2007102,554
    
    
    29
    
    
    $
    87,137
    
    
    June 1, 2007102,554
    
    
    30
    
    
    $
    87,137
    
    
    July 1, 2007102,554
    
    
    31
    
    
    $
    87,137
    
    
    August 1, 2007102,554
    
    
    32
    
    
    $
    87,137
    
    
    September 1,
  2007
 Consent to Sublease
    
    page - 6June 9, 2004




---



##### 



Months into the
    
    
    
    
    
    Due Date for MonthlySquare Feet
    
    Sublease term
    
    Rent/Month
    
    Rental Payments102,554
    
    
    33
    
    
    $
    87,137
    
    
    October 1, 2007102,554
    
    
    34
    
    
    $
    87,137
    
    
    November 1, 2007102,554
    
    
    35
    
    
    $
    87,137
    
    
    December 1, 2007102,554
    
    
    36
    
    
    $
    89,751
    
    
    January 1, 2008102,554
    
    
    37
    
    
    $
    89,751
    
    
    February 1, 2008102,554
    
    
    38
    
    
    $
    89,751
    
    
    March 1, 2008102,554
    
    
    39
    
    
    $
    89,751
    
    
    April 1, 2008102,554
    
    
    40
    
    
    $
    89,751
    
    
    May 1, 2008102,554
    
    
    41
    
    
    $
    89,751
    
    
    June 1, 2008102,554
    
    
    42
    
    
    $
    89,751
    
    
    July 1, 2008102,554
    
    
    43
    
    
    $
    89,751
    
    
    August 1, 2008102,554
    
    
    44
    
    
    $
    89,751
    
    
    September 1, 2008102,554
    
    
    45
    
    
    $
    89,751
    
    
    October 1, 2008102,554
    
    
    46
    
    
    $
    89,751
    
    
    November 1, 2008102,554
    
    
    47
    
    
    $
    89,751
    
    
    December 1, 2008102,554
    
    
    48
    
    
    $
    92,443
    
    
    January 1, 2009102,554
    
    
    49
    
    
    $
    92,443
    
    
    February 1, 2009102,554
    
    
    50
    
    
    $
    92,443
    
    
    March 1, 2009102,554
    
    
    51
    
    
    $
    92,443
    
    
    April 1, 2009102,554
    
    
    52
    
    
    $
    92,443
    
    
    May 1, 2009102,554
    
    
    53
    
    
    $
    92,443
    
    
    June 1, 2009102,554
    
    
    54
    
    
    $
    92,443
    
    
    July 1, 2009102,554
    
    
    55
    
    
    $
    92,443
    
    
    August 1, 2009102,554
    
    
    56
    
    
    $
    92,443
    
    
    September 1, 2009102,554
    
    
    57
    
    
    $
    92,443
    
    
    October 1, 2009102,554
    
    
    58
    
    
    $
    92,443
    
    
    November 1, 2009102,554
    
    
    59
    
    
    $
    92,443
    
    
    December 1, 2009102,554
    
    
    60
    
    
    $
    95,217
    
    
    January 1, 2010102,554
    
    
    61
    
    
    $
    95,217
    
    
    February 1, 2010102,554
    
    
    62
    
    
    $
    95,217
    
    
    March 1, 2010102,554
    
    
    63
    
    
    $
    95,217
    
    
    April 1, 2010102,554
    
    
    64
    
    
    $
    95,217
    
    
    May 1,
2010
 (iii) Subtenant
shall execute such new Direct Lease with Master Landlord, and pay the Direct
Lease Security Deposit, upon the terms set forth above, within fifteen
(15) days after Master Landlords presentment of such lease to Tenant for
execution. (iv) As
the Direct Lease shall be a lease between Master Landlord and Subtenant as of
the Direct Lease Date, the parties agree that: (A) Master Landlord may
communicate directly with and proceed directly against Subtenant, with or
without notice to or the involvement of Sublandlord, to enforce all of the
obligations of Subtenant under the terms and conditions of the Direct Lease with
respect to the Sublet Premises; and (B) Subtenant may communicate directly
with and proceed against Master Landlord, with or without notice to or the
involvement of Sublandlord, to enforce all of the obligations of Master Landlord
under the terms and conditions of the Direct Lease with respect to the Sublet
Premises. (v) It
is agreed such Direct Lease mitigates some damages Master Landlord shall incur
as a result of the termination of the Master Lease but such Direct Lease in no
way releases Sublandlord from any damages relating to the Master Lease or Master
Lease termination and the same is in no way a novation of the Master Lease
obligations. Consent to
      SubleaseJune 9, 2004
    
    page - 7




---



##### 



2. Notice of Master Lease or
Sublease Termination.Master Landlord shall give Subtenant reasonably prompt
written notice when the Master Lease is terminated and Sublandlord shall give
Master Landlord reasonably prompt written notice when the Sublease is
terminated. 3. Pre-approval of Certain
Alterations.Master Landlord has reviewed and hereby approves those certain
improvements and alterations which are described and depicted on
Exhibit Dto the Sublease (Alterations) and which are proposed to
be constructed in the Sublet Premises by Subtenant; provided, however, that both
Sublandlord and Subtenant shall be required to restore the Premises, to the
extent required by Master Landlord, either prior to or following the expiration
or termination of the Sublease or Direct Lease, as applicable (upon request, not
sooner than sixty days prior to the expiration or earlier termination of the
applicable Sublease or Direct Lease, Landlord shall specify the extent of the
required restoration). Such restoration, in the case of Subtenant, shall be no
greater than the restoration of the Sublet Premises to the condition existing
immediately prior to Subtenants construction of the specified Alterations, and
in the case of Sublandlord, shall be not greater than the condition required
under the Master Lease. With respect to such Alterations, Subtenant shall: (a) at
least ten (10) business days prior to submission for any building or other
agency permit, deliver to Master Landlord, for approval, all plans and other
documents that shall be submitted to the applicable agency for permit issuance,
which shall be approved or reasonably disapproved by Master Landlord within ten
(10) business days after Master Landlords receipt of the same; (b) obtain
all permits or other governmental approvals prior to commencing any work and
shall deliver a copy of the same to Master Landlord prior to the commencement of
any work; (c) construct all improvements with materials and quality similar
to the improvements currently existing in the 47071 Premises; (c) deliver
at least ten (10) days prior notice to Master Landlord of the date
Subtenant intends to commence construction, sufficient to enable Master Landlord
to post a notice of non-responsibility; (d) install all such Alterations by
a licensed, insured (and bonded, at Master Landlords option) contractor
(reasonably approved by Master Landlord) in compliance with all applicable laws;
(e) provide to Master Landlord waivers of liens, and surety company
performance bonds as Master Landlord shall reasonably require to assure payment
of the costs thereof to protect Master Landlord and the Sublet Premises from and
against any loss from any mechanics, materialmens or other liens;
(f) cause all work to be done in a good and workmanlike manner;
(g) have the work performed in such a manner as not to obstruct access to
any common areas, as defined in the Master Lease for any other tenant of the
Building or project of which the Building is a part; and (h) carry
Builders All Risk insurance in an amount reasonably approved by Master
Landlord, and such other insurance as set forth on Attachment 1hereto,
it being understood and agreed that all of such Alterations shall be insured by
Subtenant in accordance with the Master Lease during construction and upon
completion thereof. With respect to the Alterations, Master Landlords approval
of any plans, specifications or working drawings for Subtenants Alterations
shall not create nor impose any responsibility or liability on the part of
Master Landlord for their completeness, design sufficiency, or compliance with
any laws, ordinances, rules and regulations of governmental agencies or
authorities. Subtenant hereby agrees to separately
meter the Sublet Premises from the balance of the Master Premises and install
the new demising wall as described on Exhibit Dto the Sublease on
or before the first day of the Term of the Sublease. Consent to Sublease
    
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4. Letter of Credit.Simultaneously with Sublandlords execution and delivery to Master Landlord
of this Consent, Sublandlord shall deliver to Master Landlord an irrevocable and
unconditional negotiable letter of credit (Letter of Credit) in the amount of
One Million Dollars ($1,000,000.00) (the LC Amount) which Letter of Credit
shall be in addition to the existing letter of credit that was previously
provided to Master Landlord under the Master Lease. The Letter of Credit shall
be payable in the County of Santa Clara, California, shall run in favor of
Master Landlord, and be issued by a solvent nationally recognized bank or
financial institution. Such nationally recognized bank or financial institution
must have a long term rating of AA or higher, as rated by Moodys Investors
Service or Standard & Poors, and be under the supervision of the
Superintendent of Banks of the State of California or a National Banking
Association. The Letter
of Credit is being delivered by Sublandlord to Master Landlord as collateral for
the full and faithful performance by Sublandlord of all of its obligations under
the Master Lease and for all losses and damages Master Landlord may suffer as a
result of any default by Sublandlord under the Master Lease, provided however,
that neither the Letter of Credit, nor the amount thereof, in any way limits
Sublandlords liability to Master Landlord. The Letter of Credit shall contain
the following terms and provisions: (a) The
Letter of Credit shall be: (i) at sight and irrevocable and unconditional;
(ii) maintained in effect, whether through replacement, renewal or
extension, for the period from the Sublease commencement date and continuing
until the date which is sixty (60) days after the Expiration Date of the
Master Lease, which date shall be deemed to include any and all extensions of
the Master Lease, if applicable, subject to reduction as set forth below (the
Letter of Credit Expiration Date) and Sublandlord shall deliver a new Letter
of Credit or certificate of renewal or extension to Master Landlord at least
thirty (30) days prior to the expiration of the Letter of Credit without
any action whatsoever on the part of Master Landlord, (iii) subject to the
International Standby Practices 1998, International Chamber of Commerce
Publication No. 590, and (iv) fully assignable by Master Landlord and
permit partial draws. Regardless of anything to the contrary set forth herein,
in all events Master Landlord must be provided from the issuing bank a notice at
least thirty (30) days prior to the expiration of the Letter of Credit
stating the date upon which the Letter of Credit will expire (Letter of Credit
Expiration Notice). The Letter of Credit Expiration Notice must be delivered by
personal delivery or registered or certified mail, return receipt requested, to
all addresses for notices set forth in this Consent and such notices must
actually be received and signed for by the person set forth in such notice
provisions to be effective. In addition to the foregoing, the form and terms of
the Letter of Credit (and the bank issuing the same) shall be consistent with
the foregoing, must be acceptable to Master Landlord in Master Landlords
reasonable discretion and shall provide, among other things, that:
(A) Master Landlord shall have the right to draw down an amount up to the
face amount of the Letter of Credit upon the presentation to the issuing bank of
Master Landlords statement that such amount is due to Master Landlord under the
terms and conditions of this Consent; (B) the Letter of Credit will be
honored by the issuing bank without inquiry as to the accuracy thereof and
regardless of whether the Sublandlord disputes the content of such statement;
and (C) in the event of a transfer of Master Landlords interest in the
Building, Master Landlord may transfer the Letter of Credit to the transferee
without any cost or expense to either Master Landlord or transferee and without
any conditions imposed by the issuing bank. Consent to Sublease
    
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(b) Sublandlord
hereby acknowledges and agrees that Master Landlord is entering into this
Consent in material reliance upon the ability of Master Landlord to draw upon
the Letter of Credit upon the occurrence of any Default beyond applicable notice
and cure periods by Sublandlord under the Master Lease or this Consent.
Sublandlord further acknowledges and agrees that if Master Landlord cannot draw
upon the Letter of Credit within the times and in the manner as anticipated by
Master Landlord herein, Master Landlord shall suffer irreparable damage, harm
and injury. From time to time during the term of the Master Lease it is
anticipated by the parties that the Letter of Credit will need to be amended,
modified and, possibly reissued. Sublandlord and Master Landlord hereby covenant
and agree to cooperate with one another to promptly effectuate any such
amendments, modifications and new issuances, including without limitation,
executing and submitting to the Issuer any and all documents or instruments as
may be reasonably required to effectuate the same. Each and every time during
the Master Lease, which shall include any and all extensions thereto, there is a
change in the identity or address of the parties, including without limitation,
any change in the identity of Master Landlord due to the sale, transfer or other
conveyance by Master Landlord of its rights and interests in, to and under this
Consent or the Master Lease to any other party, person or entity, the Letter of
Credit shall immediately be amended or reissued without any cost or expense to
Master Landlord or such transferee to reflect such changes and the parties
hereby agree to execute and submit to the Issuer such further applications,
documents and instruments as may be necessary to effectuate the same. It is the
intention of Sublandlord and Master Landlord that each and every successor and
assign of Sublandlord and Master Landlord be bound by and subject to the terms
and provisions of this paragraph and Agreement. Master Landlord may at any time
and without notice to Sublandlord or Subtenant and without first obtaining
Sublandlords or Subtenants consent thereto, assign all or any portion of its
interest in and to the Letter of Credit to another party, person or entity,
where such assignment is part of an assignment by Master Landlord of its rights
and interests in and to the Master Lease to the transferee of the Letter of
Credit. (c) If,
as a result of any such application or use of all or any part of the Letter of
Credit, the amount of the Letter of Credit shall be less than the LC Amount,
Sublandlord shall, within ten (10) days thereafter, provide Master Landlord
with additional letter(s) of credit in an amount equal to the deficiency (or a
replacement letter of credit in the total amount of the LC Amount) and any such
additional (or replacement) letter of credit shall comply with all of the
provisions of this Agreement, and if Sublandlord fails to comply with the
foregoing, notwithstanding anything to the contrary contained herein, the same
shall constitute an incurable default by Sublandlord. Sublandlord further
covenants and warrants that it will neither assign nor encumber the Letter of
Credit or any part thereof and that neither Master Landlord nor its successors
or assigns will be bound by any such assignment, encumbrance, attempted
assignment or attempted encumbrance. Without limiting the generality of the
foregoing, if the Letter of Credit expires earlier than the Letter of Credit
Expiration Date, Master Landlord will accept a renewal letter of credit or
substitute letter of credit (such renewal or substitute letter of credit to be
in effect not later than thirty (30) days prior to the expiration of the
Letter of Credit) which shall be irrevocable and automatically renewable as
above provided through the Letter of Credit Expiration Date upon the same terms
as the expiring Letter of Credit or such other terms as may be acceptable to
Master Landlord in its sole discretion. However, if the Letter of Credit is not
timely renewed or a substitute letter of credit is not timely received, or if
Sublandlord fails to maintain the Letter of Credit in the amount and in
accordance with the terms set forth in this paragraph, Master Landlord shall
have the right to present such Letter of Credit to the bank in Consent to Sublease
    
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accordance with the terms of this
paragraph, and the entire sum evidenced thereby shall be paid to and held by
Master Landlord as collateral for performance of all of Sublandlords
obligations under the Master Lease and this Consent and for all losses and
damages Master Landlord may suffer as a result of any default by Sublandlord
under the Master Lease. (d) If
there shall occur a default under the Master Lease beyond applicable notice and
cure periods by Sublandlord Master Landlord may, but without obligation to do
so, draw upon the Letter of Credit in part or in whole to the extent necessary
in Master Landlords reasonable discretion to cure any default of Sublandlord
and/or to compensate Master Landlord for any and all damages of any kind or
nature sustained or which may be sustained by Master Landlord resulting from
Sublandlords default (or in the event Master Landlord terminates the Master
Lease as a result of such default, Master Landlord shall be entitled to draw
upon the Letter of Credit in its entirety and hold the same as cash collateral
for performance of all of Sublandlords obligations pending determination of the
losses and damages to which Master Landlord shall be entitled pursuant to the
Master Lease and applicable law). Sublandlord and Subtenant agree not to
interfere in any way with payment to Master Landlord of the proceeds of the
Letter of Credit, regardless of whether any dispute exists between Subtenant
and/or Sublandlord and Master Landlord as to Master Landlords right to draw
from the Letter of Credit. No condition or term of this Consent or the Master
Lease shall be deemed to fender the Letter of Credit conditional to justify the
issuer of the Letter of Credit in failing to honor a drawing upon such Letter of
Credit in a timely manner. (e) The
parties acknowledge and agree that in no event or circumstance shall the Letter
of Credit or any renewal thereof or substitute therefor be (x) deemed to be or
treated as a security deposit within the meaning of California Civil Code
Section 1950.7 (as supplemented, amended, replaced and substituted from
time to time), (y) subject to the terms of such Section 1950.7 (as
supplemented, amended, replaced and substituted from time to time), or (z)
intended to serve as a security deposit within the meaning of such Section
1950.7 (as supplemented, amended, replaced and substituted from time to time).
The parties hereto (a) agree that the Letter of Credit is not intended to
serve as a security deposit and such Section 1950.7 (as supplemented,
amended, replaced and substituted from time to time), and any and all other
laws, rules and regulations applicable to security deposits in the commercial
context (Security Deposit Laws) shall have no applicability or relevancy
thereto, and (b) waive any and all rights, duties and obligations either
party may now or in the future will have relating to or arising from the
Security Deposit Laws. (f) At
Sublandlords request, and in the event that Sublandlord shall provide Master
Landlord with quarterly statements for the four most recent consecutive fiscal
quarters of Sublandlord (with the 1st of such quarters commencing
following the full execution of this Agreement), as are required to be filed,
and as have been filed, with the Securities and Exchange Commission (SEC)
which show conclusively that (i) Sublandlords earnings from operations
were positive for each such fiscal quarter, and (ii) as of the end of each
quarter Sublandlord had unencumbered (not pledged in any respect) cash, cash
equivalents, and/or short-term marketable securities (defined below) which
securities are, in the case of equity securities, issued by companies listed on
either the New York. American or NASDAQ stock exchanges and are companies whose
senior debt rating is listed as AA or better by Moodys Investors Service or
Standard & Poors, the total cash, cash equivalents and short-term
marketable securities of which Consent to Sublease
    
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is at least Twenty Million Dollars
($20,000,000), all determined under accounting principals generally accepted in
the United States (i.e., U.S. GAAP); then in such event, the Letter of Credit
shall be reduced by Three Hundred Thousand Dollars ($300,000.00) for each of the
first two such four quarter milestones and a final Four Hundred Thousand Dollars
($400,000.00) for the third such four quarter milestone. In addition, in the
event that Subtenant files for bankruptcy protection and rejects and terminates
the Sublease pursuant to such bankruptcy, Master Landlord will agree to a
termination of the Letter of Credit upon completion of all restoration
requirements as set forth in Section B 3 above and if Sublandlord is then
current on all Master Lease obligations. Such Letter of Credit reductions or
termination, as the case may be, may only occur by way of a written request by
Master Landlord to the bank issuing the Letter of Credit, upon the written
request of Sublandlord which request shall include reasonable evidence of the
requirements for such reduction or termination to occur. For the purposes of this subsection (f),
marketable securities shall mean any of the following: (i) Government securities
including US direct obligations, federal agency issues and securities backed by
the full faith and credit of the US government; (ii) Municipals with an A2/A or
higher rating by Standard and Poors; (iii) Sovereign or multinational
issuers rated AA2/AA or better by Standard and Poors; (iv) Bank securities or deposits
with long-term debt ratings of A2/A or higher by Standard and Poors and short
term ratings of A-1/P-1 or higher by Standard and Poors; (v) Corporate securities with
commercial paper rated A-1 by Standard and Poors, P-1 by Moodys or F1 by
Fitch. Commercial paper must be rated by 2 of the 3 aforementioned rating
agencies with no split rated credits; (vi) Auction rate securities/money
market funds rated A2/A or higher by Standard and Poors; (vii) Corporate debt rated A2/A or
higher by Standard and Poors; (viii) Asset backed securities
rated A3/A- or equivalent by Standard and Poors; (ix) Repurchase agreements with
banks with long-term debt ratings of AA/AA2 or higher by Standard and Poors and
short term ratings of A-1/P-1 (S&P/Moodys) or higher and repurchase
agreements with dealers rated A-1 (S&P), P-1 (Moodys) or F1 (Fitch) with
commercial paper rated by 2 of the 3 aforementioned rating agencies; (x) Master notes, privately
negotiated between Sublandlords fund managers and large corporations who issue
high grade commercial paper with credit quality the same as the Corporations
marketable commercial paper which must be A2/A or higher by Standard and Poor's; Consent to Sublease
    
    page -12June 9, 2004




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For the purposes of this subsection (f),
short-term marketable securities shall mean the foregoing marketable
securities with maturities of twelve (12) months or less. (g) Except to the extent of any
damages incurred by Landlord or draws or applications permitted hereunder,
Master Landlord shall return the Letter of Credit to Sublandlord for
cancellation within sixty (60) days of the expiration or sooner termination
of the Master Lease.  C.
    
    General Provisions. 1.This Consent is not
assignable. 2.Sublandlord and
Subtenant each covenant and agree that under no circumstances shall Master
Landlord be liable for any brokerage commission or other charge or expense in
connection with the Sublease. 3.In the event of any
conflict between the provisions of this Agreement and the provisions of the
Sublease, the provisions of this Agreement shall prevail unaffected by the
Sublease. 4.Any notice or
communication that any party hereto may desire or be required to give to any
other party under or with respect to this Agreement shall be given in accordance
with the procedures as set forth in the Master Lease, and shall be delivered to
the following addresses: in the case of Master Landlord, at c/o Renco
Properties, Inc., 1285 Oakmead Parkway, Sunnyvale, CA 94085, and in the case of
Subtenant, at the Sublet Premises, and in the case of Sublandlord, at 46939
Bayside Parkway, Fremont, California, or in any case at such other address any
party may have designated by notice given in accordance with the provisions of
this paragraph. 5.The Sublease cannot be
amended or modified without Master Landlords prior written consent, which
consent shall not be unreasonably withheld, conditioned or delayed. Sublandlord
and Subtenant agree, at any time and from time to time, upon not less than
fifteen (15) days prior notice by Master Landlord, to execute, acknowledge
and deliver to Master Landlord a statement in writing certifying that the
Sublease is unmodified and in full force and effect (or, if there have been
modifications, as permitted herein, that the Sublease is in full force and
effect as modified and stating the modification), and the dates to which the
annual base rental, additional rent and other charges have been paid, and
stating whether or not, to the certifying partys actual knowledge, Sublandlord
or Subtenant is in default in performance of any covenant, agreement, term,
provision or condition contained in the Sublease and, if so, specifying each
such default, it being intended that any such statement delivered pursuant
hereto may be relied upon by Master Landlord and any prospective purchaser or
lessee of the Building, or any trustee or beneficiary under any deed of trust
affecting the Building. Sublandlord and Subtenant also agree to execute and
deliver from time to time such other estoppel certificates as any lender may
reasonably require with respect to the Sublease. 6.In the event of any
arbitration or action or proceeding at law or in equity between or among the
parties to this Agreement as a consequence of any controversy, claim or dispute
relating to this Agreement or the breach thereof, or to enforce any of the
provisions and/or rights Consent to Sublease
    
    page - 13June 9, 2004




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hereunder, the unsuccessful party or
parties to such arbitration, action or proceeding shall pay to the prevailing
party or parties all costs and expenses, including reasonable attorneys fees
incurred therein by such prevailing party or parties, and if such prevailing
party or parties shall recover judgment in any such arbitration, action or
proceeding, such costs, expenses and fees shall be included in and as part of
such judgment. 7.Each of Subtenant and
Sublandlord agrees, jointly and severally, that, except to the extent of the
active negligence or willful misconduct of Master Landlord or its agents or
contractors or a breach of Master Landlords obligations under the Master Lease,
it shall indemnify, defend and hold Master Landlord harmless from and against
any and all claims arising out of (a) Subtenants use of the Sublet Premises or
any part thereof for the conduct of its business, or (b) any activity, work
or other thing done, permitted or suffered by Subtenant in or about the Building
or the Sublet Premises, or any part thereof, or (c) any breach or default
in the performance of any obligation on Subtenants part to be performed under
the terms of the Sublease or this Agreement, (d) any negligence or willful
misconduct of Subtenant or any officer, agent, employee, contractor, servant,
invitee or guest of Subtenant, or (e) any claim for brokerage commissions
or other charges or expenses in connection with the Sublease; and in each case
from and against any and all damages, losses, liabilities, lawsuits, judgments,
and costs and expenses (including without limitation reasonable attorneys fees)
arising in connection with any such claim or claims as described in clauses
(a) through (e) above, or any action or proceeding brought thereon. If
any such action or proceeding be brought against Master Landlord, the
indemnifying party upon notice from Master Landlord shall defend such action or
proceeding at the indemnifying partys sole expense by counsel reasonably
satisfactory to Master Landlord. Except to the extent of the active negligence
or willful misconduct of Master Landlord or its agents or contractors or a
breach of Master Landlords obligations under the Master Lease, Subtenant, as a
material part of the consideration to Master Landlord, hereby assumes all risk
of damage or loss to property or injury or death to persons, in, upon or about
the Sublet Premises from any cause and waives all claims in respect thereof
against Master Landlord. 8.This Consent to Sublease
shall only be effective, and Master Landlords consent to the Sublease given,
when this Consent is fully-executed and delivered to Master Landlord,
Sublandlord and Subtenant. 9.This Agreement shall be
construed in accordance with the laws of the State of California and together
with the Sublease and the Master Lease contains the entire agreement of the
parties hereto with respect to the subject matter hereof and may not be changed
or terminated orally or by course of conduct. 10.Concurrently with the
execution and delivery of this Agreement to Master Landlord for Master
Landlords execution, Sublandlord agrees to reimburse Master Landlord the sum of
$9,165.00 for the reasonable costs and attorneys fees actually incurred by
Master Landlord in conjunction with the negotiation and documentation of the
this Consent. 11.This Agreement is
hereby incorporated into the Sublease and shall be attached to the Sublease. Consent to Sublease
    
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12.This Agreement may be
executed in one or more counterparts and each set of duly delivered identical
counterparts which includes all signatories shall be deemed to be one original
document. For purposes of this paragraph, executed counterparts delivered via
facsimile are deemed to be originals. This Agreement contains the entire
agreement between the parties hereto and shall be binding upon and inure to the
benefit of their respective heirs, representatives, successors and permitted
assigns. 13. This Agreement is
incorporated into the Master Lease and any default hereunder shall be deemed a
default under the Master Lease (subject to applicable notice and cure periods in
the Master Lease). Consent to Sublease
    
    page -15June 9, 2004




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In Witness Whereof,the parties
hereto have duly executed this Agreement as of the day and year first above
written. MASTER LANDLORD:RENCO
INVESTMENT COMPANY,a California general partnership By:
    
    /s/ DONALD E. VERMEIL, TTEE
    
    By:
    
    /s/ RICHARD T. PEERY, TRUSTEEName:
    
    DONALD E. VERMEIL, TTEE
    
    Name:
    
    RICHARD T. PEERY, TRUSTEETitle:
    
    General PartnerREVOCABLE TRUST
      AGREEMENTDATED 11/6/78, AS AMENDED
    
    Title:
    
    General PartnerBy:
    
    /s/ WILLIAM N NEIDIGName:
    
    WILLIAM N NEIDIG, PRESIDENTRIVERSIDE
      INTERESTS, INC.Title:
    
    General PartnerSUBLANDLORD:VA SOFTWARE CORPORATION a Delaware
      corporationBy:
    
    /s/ ALI JENABName:
    
    ALI JENABTitle:
    
    President & CEOBy:
    
    /s/ KATHLEEN R MCELWEEName:
    
    KATHLEEN R MCELWEETitle:
    
    VP + CFO
 (SEAL) SUBTENANT:AT ROAD, INC., a Delaware
      CorporationBy:
    
    /s/ KRISH PANUName:
    
    KRISH PANUTitle:
    
    CEO / PRESIDENTBy:
    
    /s/ CAROL RICE MURPHYName:
    
    CAROL RICE MURPHYTitle:
    
    CFO
 Consent to Sublease
    
    page - 16June 9, 2004




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Attachment 1Construction
Insurance Requirements Before commencing any work, the contractor
shall procure and maintain at its sole cost and expense until completion and
final acceptance of the work, at least the following minimum levels of
insurance. A.Workers Compensation in
statutory amounts and Employers Liability Insurance in the minimum amounts of
$100,000 each accident for bodily injury by accident and $100,000 each employee
for bodily injury by disease with a $500,000 policy limit, covering each and
every worker used in connection with the contract work. B.Comprehensive General Liability
Insurance on an occurrence basis including, but not limited to, protection for
Premises/Operations Liability, Broad Form Contractual Liability, Owners and
Contractors Protective, and Products/Completed Operations Liability*, in the
following minimum limits of liability. Bodily Injury, Property
      Damage, andPersonal Injury Liability
    
    $2,000,000/each
      occurrence$3,000,000/aggregate
 * Products/Completed Operations
Liability Insurance is to be provided for a period of at least one (1) year
after completion of work. Coverage
should include protection for Explosion, Collapse and Underground Damage. C.Comprehensive Automobile
Liability Insurance with the following minimum limits of liability. Bodily Injury and Property
    
    $1,000,000/each occurrenceDamage Liability
    
    $2,000,000/aggregate
 This
insurance will apply to all owned, non-owned or hired automobiles to be used by
the Contractor in the completion of the work. D.Umbrella Liability Insurance in
a minimum amount of five million dollars ($5,000,000), providing excess coverage
on a following-form basis over the Employers Liability limit in
Paragraph A and the liability coverages outlined in Paragraphs B and C. E.Equipment and Installation
coverages in the broadest form available covering Contractors tools and
equipment and material not accepted by Tenant. Tenant will provide Builders Risk
Insurance on all accepted and installed materials. All policies of insurance, duplicates
thereof or certificates evidencing coverage shall be delivered to Landlord prior
to commencement of any work and shall name Landlord, and its partners and
lenders as additional insureds as their interests may appear. All insurance
policies shall (1) be issued by a company or companies licensed to be
business in the state of California, (2) provide that no cancellation,
non-renewal or material modification shall be effective without thirty (30) Consent to Sublease
    
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days prior written notice provided to
Landlord, (3) provide no deductible greater than $5,000 per occurrence,
(4) contain a waiver to subrogation clause in favor of Landlord, and its
partners and lenders, and (5) provide that such insurance is primary to any
insurance carried by Landlord. Consent to Sublease
    
    page - 18June 9, 2004