EXHIBIT 10.01


SHOREBREEZE


SHOREBREEZE II


REDWOOD
CITY, CALIFORNIA


OFFICE
LEASE AGREEMENT


BETWEEN


CA-SHOREBREEZE LIMITED PARTNERSHIP, a
Delaware limited partnership


(“LANDLORD”)


AND


VERSANT CORPORATION, a California
corporation


(“TENANT”)


















OFFICE
LEASE AGREEMENT


THIS OFFICE LEASE AGREEMENT
(the “Lease”) is made and entered into as of                          ,
20  , by and between, CA-SHOREBREEZE LIMITED
PARTNERSHIP, a Delaware limited partnership (“Landlord”)
and VERSANT CORPORATION, a California
corporation (“Tenant”).  The following exhibits and attachments are
incorporated into and made a part of the Lease: Exhibit A
(Outline and Location of Premises), Exhibit B
(Expenses and Taxes), Exhibit C
(Work Letter), Exhibit C-1 (Space
Plans), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions) and Exhibit G (Parking Agreement).


1.                  Basic
Lease Information.


1.01                                                   “Building” shall mean the building located at 255 Shoreline
Drive, Redwood City, California, commonly known as Shorebreeze II.  “Rentable Square Footage of
the Building” is deemed to be 114,531 square
feet.


1.02                                                   “Premises” shall mean the area shown on Exhibit A
to this Lease.  The Premises is located
on the fourth floor and known as Suite 450. If the Premises include one or more
floors in their entirety, all corridors and restroom facilities located on such
full floor(s) shall be considered part of the Premises. The “Rentable Square Footage of the Premises” is deemed to be 6,758 square feet. Landlord and Tenant stipulate and agree
that the Rentable Square Footage of the Building and the Rentable Square
Footage of the Premises are correct.


1.03                                                   “Base Rent”:


	
  Months of Term

  	
   

  	
  Annual Rate

  Per Square Foot

  	
   

  	
  Monthly

  Base Rent

  	
   

  
	
  Months 1 – 12

  	
   

  	
  $

  	
  33.60

  	
   

  	
  $

  	
  18,922.40

  	
   

  
	
  Months 13 – 24

  	
   

  	
  $

  	
  34.94

  	
   

  	
  $

  	
  19,677.04

  	
   

  
	
  Months 25 - 36

  	
   

  	
  $

  	
  36.34

  	
   

  	
  $

  	
  20,465.48

  	
   

  



 


Notwithstanding anything in
this Section of the Lease to the contrary, so long as Tenant is not in Default,
Tenant shall be entitled to an abatement of Base Rent in the amount of
$18,922.40 per month for two consecutive full calendar months of the Term,
beginning with the first full calendar month of the Term (the “Base Rent Abatement Period”).  The total amount of Base Rent
abated during the Base Rent Abatement Period shall equal $37,844.80 (the “Abated Base Rent”).  During the Base Rent Abatement Period, only
Base Rent shall be abated, and all Additional Rent and other costs and charges
specified in this Lease shall remain as due and payable pursuant to the
provisions of this Lease.


1.04                                                   “Tenant’s Pro Rata Share”: 5.9006%.


1.05                                                   “Base Year” for Taxes (defined in Exhibit B):  2007; “Base Year” for
Expenses (defined in Exhibit B):  2007.  


1.06.                                                “Term”:  The period
commencing on the Commencement Date (defined below) and, unless terminated
earlier in accordance with this Lease, ending on the last day of the 36 full
calendar month following the Commencement Date (the “Termination Date”).  The
“Commencement Date” shall mean the
date on which the Landlord Work (defined in Section 1.14) is Substantially
Complete (defined in Section 3).  The
parties anticipate that the Landlord Work will be Substantially Complete on or
about June 1, 2007 (the “Target Commencement
Date”).


1.07                                                   “Allowance”: $101,370.00,
as more fully described in Exhibit C
attached hereto.


1.08                                                   “Security Deposit”: 
$37,844.80, as more fully described in Section 6.


1.09                                                   “Guarantor(s)”:  As of
the date of this Lease there is no Guarantor.


1.10                                                   “Broker(s)”:  Sherry
Gubera of Cornish & Carey.



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1.11                                                   “Permitted Use”: 
General office and administrative use.


1.12                                                   “Notice Address(es)”:


	
  Landlord:

  	
   

  	
  Tenant:

  
	
   

  	
   

  	
  Prior to the Commencement Date:

  
	
  CA-Shorebreeze
  Limited Partnership

  	
   

  	
   

  
	
  c/o Equity
  Office

  	
   

  	
  6539 Dumbarton Circle

  
	
  950 Tower Lane,
  Suite 950

  	
   

  	
  Fremont, California 94555-3619

  
	
  Foster City,
  California 94404

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  From and after the Commencement Date:

  
	
   

  	
   

  	
   

  
	
  Equity Office

  	
   

  	
  At the Premises.

  
	
  One Market,
  Spear Tower, Suite 600

  	
   

  	
   

  
	
  San Francisco,
  California 94105

  	
   

  	
  With a copy to:

  
	
  Attention:
  Managing Counsel-San Francisco (Peninsula & Sacramento)

  	
   

  	
  

  Hopkins & Carley

  70 South First Street

  San Jose, California 95113

  Attention: Julie A. Frambach, Esq.

  



 


1.13                                                   “Business Day(s)” are Monday through Friday of each week,
exclusive of New Year’s Day, Presidents Day, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day (“Holidays”).  Landlord may designate additional Holidays
that are commonly recognized by other office buildings in the area where the
Building is located.  “Building Service Hours” are 7:00 A.M. to 6:00 P.M. on
Business Days.


1.14                                                   “Landlord Work” means the work, if any, that Landlord is
obligated to perform in the Premises pursuant to a separate agreement (the “Work Letter”), if any, attached to this Lease as Exhibit C.


1.15                                                   “Property” means the Building and the parcel(s) of land on
which it is located and, at Landlord’s discretion, the parking facilities and
other improvements, if any, serving the Building and the parcel(s) of land on
which they are located.


2.                                      Lease
Grant.


The Premises are
hereby leased to Tenant from Landlord, together with the right to use any
portions of the Property that are designated by Landlord for the common use of
tenants and others (the “Common Areas”).


3.                                      Adjustment
of Commencement Date; Possession.


3.01  The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work
has been performed, other than any details of construction, mechanical
adjustment or any other similar matter, the non-completion of which does not
materially interfere with Tenant’s use of the Premises.  If Landlord is delayed in the performance of
the Landlord Work as a result of the acts or omissions of Tenant, the Tenant
Related Parties (defined in Section 13) or their respective contractors or
vendors, including, without limitation, changes requested by Tenant to approved
plans, Tenant’s failure to comply with any of its obligations under this Lease,
or Tenant’s specification of any materials or equipment with long lead times
(each a “Tenant Delay”), the Landlord Work shall
be deemed to be Substantially Complete on the date that Landlord could
reasonably have been expected to Substantially Complete the Landlord Work
absent any Tenant Delay.  Notwithstanding
anything to the contrary in Section 1.06 above, Landlord’s failure to
Substantially Complete the Landlord Work by the Target Commencement Date
(described in Section 1.06) shall not be a default by Landlord or
otherwise render Landlord liable for damages. 
Promptly after the determination of the Commencement Date, Landlord and
Tenant shall execute and deliver a commencement letter in the form attached as Exhibit D (the “Commencement Letter”).  Tenant’s failure to
execute and return the Commencement Letter, or to provide written objection to
the statements contained in the Commencement Letter, within 30 days after the
date of the Commencement Letter shall be deemed an approval by Tenant of the
statements contained therein.  If the
Termination Date does not fall on the last day of a calendar month, then,
notwithstanding anything in Section 1.03 or 1.06 to the contrary,
Landlord, at its option, by written notice to Tenant, may elect to adjust the
Termination Date to the last day of the calendar month in which the Termination
Date would otherwise occur, in which event the Base Rent rate, per rentable
square foot, applicable to the



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portion of such calendar
month so added to the Term shall be the same as that which applies to the
preceding portion of such calendar month.


3.02  Subject to
Landlord’s obligation to perform Landlord Work, the Premises are accepted by
Tenant in “as is” condition and configuration without any representations or
warranties by Landlord.  By taking
possession of the Premises, Tenant agrees that the Premises are in good order
and satisfactory condition.  Notwithstanding the foregoing, Landlord shall
be responsible for latent defects in the Landlord Work of which Tenant notifies
Landlord to the extent that the correction of such defects is covered under
valid and enforceable warranties given Landlord by contractors or
subcontractors performing the Landlord Work. 
Landlord, at its option, may pursue such claims directly or assign any such
warranties to Tenant for enforcement. 
Tenant’s acceptance of the Premises shall be subject to Landlord’s
obligation to correct portions of the Landlord Work as set forth on a
construction punch list prepared by Landlord and Tenant in accordance with the
terms hereof.  Within 15 days after Substantial
Completion of the Landlord Work, Landlord and Tenant shall together conduct an
inspection of the Premises and prepare a “punch list” setting forth any portions of the Landlord
Work that are not in conformity with the Landlord Work as required by the terms
of this Lease.  Notwithstanding the
foregoing, at the request of Landlord, such construction punch list shall be
mutually prepared by Landlord and Tenant prior to the date on which Tenant
first begins to move its furniture, equipment or other personal property into
the Premises.  Landlord, as part of the
Landlord Work, shall use good faith efforts to correct all such items within a
reasonable time following the completion of the punch list. Except as
otherwise provided in this Lease, Tenant shall not be permitted to take
possession of or enter the Premises prior to the Commencement Date without
Landlord’s permission.  If Tenant takes
possession of or enters the Premises before the Commencement Date, Tenant shall
be subject to the terms and conditions of this Lease; provided, however, except
for the cost of services requested by Tenant (e.g. after hours HVAC service),
Tenant shall not be required to pay Rent for any entry or possession before the
Commencement Date during which Tenant, with Landlord’s approval, has entered,
or is in possession of, the Premises for the sole purpose of performing
improvements or installing furniture, equipment or other personal
property.  Landlord shall use reasonable efforts to provide Tenant with advance
notice (which may be given orally) of the estimated Commencement Date at least
1 week prior to such estimated Commencement Date, but Landlord’s failure to
accurately estimate the Commencement Date shall in no manner affect the
Commencement Date or any other obligations of Landlord or Tenant hereunder.  However, notwithstanding the foregoing but
subject to the terms of this Section, Landlord grants Tenant the right to enter
the Premises, at Tenant’s sole risk, fourteen (14) days prior to the
Commencement Date, solely for the purpose of installing telecommunications and
data cabling in the Premises, and installing equipment, furnishings and other
personalty.  Landlord may withdraw such
permission to enter the Premises prior to the Commencement Date at any time
that Landlord reasonably determines that such entry by Tenant is causing a
dangerous situation for Landlord, Tenant or their respective contractors or
employees, or if Landlord reasonably determines that such entry by Tenant is
hampering or otherwise preventing Landlord from proceeding with the completion
of Landlord’s Work at the earliest possible date.


3.03  Notwithstanding
the foregoing, except to the extent caused by Tenant or any Tenant Related
Parties (as defined in Section 13), the Base Building electrical, heating,
ventilation and air conditioning, mechanical and plumbing systems shall be in
good and working order and repair as of the date Landlord delivers possession
of the Premises to Tenant.  If the
foregoing are not in good and working order as provided above, Landlord shall
be responsible for repairing or restoring same at its cost and expense
promptly, provided that Tenant has delivered written notice thereof to Landlord
not later than 30 days following the date Landlord delivers possession of the
Premises to Tenant. 
Notwithstanding the foregoing, but subject to Section 15 hereinbelow,
Tenant, and not Landlord, shall be responsible, at its cost, for any repairs
and for the correction of any defects that arise out of or in connection with
the specific nature of Tenant’s business, the acts or omissions of Tenant, its
agents, employees or contractors, Tenant’s arrangement of any furniture,
equipment or other property in the Premises, any repairs, alterations,
additions or improvements performed by or on behalf of Tenant and any design or
configuration of the Premises created by or for Tenant which specifically
results in such defect in the mechanical or electrical systems in the Premises.


4.                                      Rent.


4.01  Tenant shall pay Landlord, without any setoff
or deduction, unless expressly set forth in this Lease, all Base Rent and
Additional Rent due for the Term (collectively referred to as “Rent”).  “Additional Rent” means all sums (exclusive of Base Rent)
that Tenant is required to pay Landlord under this Lease.  Tenant shall pay and be liable for all
rental, sales and use taxes (but excluding income taxes), if any, imposed upon
or measured by Rent.  Base Rent and
recurring monthly charges of Additional Rent shall be due and payable in
advance on the first day of each calendar month without notice or demand,
provided that the installment of Base Rent



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for the third full
calendar month of the Term, and the first monthly installment of Additional
Rent for Expenses and Taxes, shall be payable upon the execution of this Lease
by Tenant.  All other items of Rent shall
be due and payable by Tenant on or before 30 days after billing by
Landlord.  Rent shall be made payable to
the entity, and sent to the address, Landlord designates and shall be made by
good and sufficient check or by other means acceptable to Landlord.  If Tenant does not pay any Rent when due
hereunder, Tenant shall pay Landlord an administration fee in the amount of
$250.00, provided that Tenant shall be entitled to a grace period of up to 5
days for the first 2 late payments of Rent in a calendar year.  In addition, past due Rent shall accrue
interest at 12% per annum, and Tenant shall pay Landlord a reasonable fee for
any checks returned by Tenant’s bank for any reason.  Landlord’s acceptance of less than the correct
amount of Rent shall be considered a payment on account of the oldest
obligation due from Tenant hereunder, then to any current Rent then due
hereunder, notwithstanding any statement to the contrary contained on or
accompanying any such payment from Tenant. 
Rent for any partial month during the Term shall be prorated.  No endorsement or statement on a check or
letter accompanying payment shall be considered an accord and satisfaction.  Tenant’s covenant to pay Rent is independent
of every other covenant in this Lease.


4.02.  Tenant shall pay Tenant’s Pro Rata Share of
Taxes and Expenses in accordance with Exhibit B
of this Lease.


5.                                      Compliance
with Laws; Use.


The Premises shall be used for the Permitted Use and
for no other use whatsoever. Tenant shall comply with all statutes, codes,
ordinances, orders, rules and regulations of any municipal or governmental
entity whether in effect now or later, including the Americans with
Disabilities Act (“Law(s)”),
regarding the operation of Tenant’s business and the use, condition,
configuration and occupancy of the Premises. In addition, Tenant shall, at its
sole cost and expense, promptly comply with any Laws that relate to the “Base
Building” (defined below), but only to the extent such obligations are triggered
by Tenant’s particular use of the Premises, other than for general office use,
or Alterations or improvements in the Premises performed or requested by
Tenant. Except to the extent properly
included in Expenses, Landlord shall be responsible for the cost of correcting
any violations of Title III of the Americans with Disabilities Act (ADA) with
respect to the Common Areas of the Building. 
Notwithstanding the foregoing, Landlord shall have the right to contest
any alleged violation in good faith, including, without limitation, the right
to apply for and obtain a waiver or deferment of compliance, the right to
assert any and all defenses allowed by Law and the right to appeal any
decisions, judgments or rulings to the fullest extent permitted by Law.  Landlord, after the exhaustion of any and all
rights to appeal or contest, will make all repairs, additions, alterations or
improvements necessary to comply with the terms of any final order or
judgment.  “Base
Building” shall include the structural portions of the Building, the
public restrooms and the Building mechanical, electrical and plumbing systems
and equipment located in the internal core of the Building on the floor or
floors on which the Premises are located. Tenant shall promptly provide
Landlord with copies of any notices it receives regarding an alleged violation
of Law.  Tenant shall not exceed the
standard density limit for the Building. Tenant shall comply with the rules and
regulations of the Building attached as Exhibit E
and such other reasonable rules and regulations adopted by Landlord from time
to time, including rules and regulations for the performance of Alterations
(defined in Section 9.03).


6.                                      Security
Deposit.


The Security
Deposit, if any, shall be delivered to Landlord upon the execution of this
Lease by Tenant and held by Landlord without liability for interest (unless
required by Law) as security for the performance of Tenant’s obligations.  The Security Deposit is not an advance
payment of Rent or a measure of damages. 
Landlord may from time to time and without prejudice to any other remedy
provided in this Lease or by Law, use all or a portion of the Security Deposit
to the extent necessary to satisfy past due Rent or to satisfy any other loss
or damage resulting from Tenant’s breach under this Lease.  If Landlord uses any portion of the Security
Deposit, Tenant, within 5 days after demand, shall restore the Security Deposit
to its original amount. Landlord shall return any unapplied portion of the
Security Deposit to Tenant within 45 days after the later to occur of:
(a) determination of the final Rent due from Tenant; or (b) the later
to occur of the Termination Date or the date Tenant surrenders the Premises to
Landlord in compliance with Section 25. 
Landlord may assign the Security Deposit to a successor or transferee
and, following the assignment, Landlord shall have no further liability for the
return of the Security Deposit. Landlord shall not be required to keep the
Security Deposit separate from its other accounts. Tenant hereby waives the
provisions of Section 1950.7 of the California Civil Code, or any similar
or successor Laws now or hereafter in effect.



 4
 









7.                                      Building
Services.


7.01  Landlord shall furnish Tenant with the
following services: (a) cold water for use in the Base Building
lavatories; (b) customary heat and air conditioning in season during
Building Service Hours, although (i) Tenant shall have the right to
receive HVAC service during hours other than Building Service Hours by paying
Landlord’s then standard charge for additional HVAC service and providing such
prior notice as is reasonably specified by Landlord, and (ii) if Tenant is
permitted to connect any supplemental HVAC units to the Building’s condenser
water loop or chilled water line, such permission shall be conditioned upon
Landlord having adequate excess capacity from time to time and such connection
and use shall be subject to Landlord’s reasonable approval and reasonable
restrictions imposed by Landlord, and Landlord shall have the right to charge Tenant
a connection fee and/or a monthly usage fee, as reasonably determined by
Landlord; (c) standard janitorial service on Business Days;
(d) elevator service; (e) electricity in accordance with the terms
and conditions in Section 7.02; (f) access to the Building for Tenant
and its employees 24 hours per day/7 days per week, subject to the terms of
this Lease and such protective services or monitoring systems, if any, as
Landlord may reasonably impose, including, without limitation, sign-in
procedures and/or presentation of identification cards; and (g) such other
services as Landlord reasonably determines are necessary or appropriate for the
Property.  If Landlord, at Tenant’s
request, provides any services which are not Landlord’s express obligation
under this Lease, including, without limitation, any repairs which are Tenant’s
responsibility pursuant to Section 9 below, Tenant shall pay Landlord, or
such other party designated by Landlord, the cost of providing such service
plus a reasonable administrative charge.


7.02  Electricity used by Tenant in the Premises
shall, at Landlord’s option, be paid for by Tenant either:  (a) through inclusion in Expenses
(except as provided for excess usage); (b) by a separate charge payable by
Tenant to Landlord; or (c) by separate charge billed by the applicable
utility company and payable directly by Tenant. 
Without the consent of Landlord, Tenant’s use of electrical service
shall not exceed the Building standard usage, per square foot, as reasonably
determined by Landlord, based upon the Building standard electrical design
load.  Landlord shall have the right to
measure electrical usage by commonly accepted methods, including the
installation of measuring devices such as submeters and check meters.  If it is reasonably determined that Tenant is
using electricity in such
quantities or during such periods as to cause the total cost of Tenant’s
electrical usage, on a monthly, per-rentable-square-foot basis, to materially
exceed that which Landlord reasonably deems to be standard for the Building, Tenant
shall pay Landlord Additional Rent for the cost of such excess electrical usage
and, if applicable, for the cost of purchasing and installing the measuring
device(s).


7.03  Landlord’s failure to furnish, or any
interruption, diminishment or termination of services due to the application of
Laws, the failure of any equipment, the performance of maintenance, repairs,
improvements or alterations, utility interruptions or the occurrence of an
event of Force Majeure (defined in Section 26.03) (collectively a “Service Failure”) shall not render Landlord liable to
Tenant, constitute a constructive eviction of Tenant, give rise to an abatement
of Rent, nor relieve Tenant from the obligation to fulfill any covenant or
agreement.  However, if the Premises, or
a material portion of the Premises, are made untenantable for a period in
excess of 3 consecutive Business Days as a result of a Service Failure that is
reasonably within the control of Landlord to correct, then Tenant, as its sole
remedy, shall be entitled to receive an abatement of Rent payable hereunder
during the period beginning on the 4th consecutive Business Day of the Service
Failure and ending on the day the service has been restored.  If the entire Premises have not been rendered
untenantable by the Service Failure, the amount of abatement shall be equitably
prorated.


8.                                      Leasehold
Improvements.


All improvements
in and to the Premises, including any Alterations (defined in Section 9.03)
(collectively, “Leasehold Improvements”) shall
remain upon the Premises at the end of the Term without compensation to Tenant,
provided that Tenant, at its expense, shall remove any Cable (defined in
Section 9.01 below).  In addition,
Landlord, by written notice to Tenant at least 30 days prior to the Termination
Date, may require Tenant, at Tenant’s expense, to remove any Landlord Work or
Alterations that, in Landlord’s reasonable judgment, are of a nature that would
require removal and repair costs that are materially in excess of the removal and
repair costs associated with standard office improvements (the Cable and such
other items collectively are referred to as “Required
Removables”).  Required
Removables shall include, without limitation, internal stairways, raised
floors, personal baths and showers, vaults, rolling file systems and structural
alterations and modifications.  The
Required Removables shall be removed by Tenant before the Termination Date.
Tenant shall repair damage caused by the installation or removal of Required
Removables.  If Tenant fails to perform
its obligations in a timely manner, Landlord may perform such work at Tenant’s
expense.  Tenant, at the time it



 5
 









requests
approval for a proposed Alteration, including any Initial Alterations or
Landlord Work, as such terms may be defined in the Work Letter attached as Exhibit C, may request in writing that Landlord advise
Tenant whether the Alteration, including any Initial Alterations or Landlord
Work, or any portion thereof, is a Required Removable.  Within 10 days after receipt of Tenant’s
request, Landlord shall advise Tenant in writing as to which portions of the
alteration or other improvements are Required Removables. Notwithstanding the foregoing, Tenant shall
not be required to remove any portion of the Landlord Work shown on the Space
Plans as of the date of this Lease, as such terms are defined in Exhibit C-1.


9.                                      Repairs
and Alterations.


9.01  Tenant shall periodically inspect the
Premises to identify any conditions that are dangerous or in need of
maintenance or repair.  Tenant shall
promptly provide Landlord with notice of any such conditions. Tenant, at its
sole cost and expense, shall perform all maintenance and repairs to the
Premises that are not Landlord’s express responsibility under this Lease, and
keep the Premises in good condition and repair, reasonable wear and tear and
damage by Casualty (defined in Section 16) and Taking (defined in Section 17)
excepted. Tenant’s repair and maintenance obligations include, without
limitation, repairs to: (a) floor covering; (b) interior partitions;
(c) doors; (d) the interior side of demising walls;
(e) Alterations (described in Section 9.03); (f) supplemental
air conditioning units, kitchens, including hot water heaters, plumbing, and
similar facilities exclusively serving Tenant, whether such items are installed
by Tenant or are currently existing in the Premises; and (g) electronic,
fiber, phone and data cabling and related equipment  that
is installed by or for the exclusive benefit of Tenant (collectively, “Cable”).  All repairs
and other work performed by Tenant or its contractors, including that involving
Cable, shall be subject to the terms of Section 9.03 below.  If Tenant fails to make any repairs to the
Premises for more than 15 days after notice from Landlord (although notice
shall not be required in an emergency), Landlord may make the repairs, and,
within 30 days after demand, Tenant shall pay the reasonable cost of the
repairs, together with an administrative charge in an amount equal to 10% of
the cost of the repairs.  Notwithstanding the foregoing, if the repair
to be performed by Tenant cannot reasonably be completed within 15 days after
Landlord’s notice to Tenant, Landlord shall not exercise its right to make such
repair on Tenant’s behalf so long as Tenant commences such repair within 5 days
after notice from Landlord and is diligently pursuing the same to completion.


9.02  Landlord shall keep and maintain in good
repair and working order and perform maintenance upon the: (a) structural
elements of the Building; (b) mechanical (including HVAC), electrical,
plumbing and fire/life safety systems serving the Building in general;
(c) Common Areas; (d) roof of the Building; (e) exterior windows
of the Building; and (f) elevators serving the Building.  Landlord shall promptly make repairs for
which Landlord is responsible.  Tenant
hereby waives any and all rights under and benefits of subsection 1 of
Section 1932, and Sections 1941 and 1942 of the California Civil
Code, or any similar or successor Laws now or hereafter in effect.


9.03  Tenant shall not make alterations, repairs,
additions or improvements or install any Cable (collectively referred to as “Alterations”) without first obtaining the written consent of
Landlord in each instance, which consent shall not be unreasonably withheld,
conditioned or delayed. However, Landlord’s consent shall not be required for
any Alteration that satisfies all of the following criteria (a “Cosmetic Alteration”): 
(a) is of a cosmetic nature such as painting, wallpapering, hanging
pictures and installing carpeting; (b) is not visible from the exterior of
the Premises or Building; (c) will not affect the Base Building (defined
in Section 5); and (d) does not require work to be performed inside
the walls or above the ceiling of the Premises. 
Cosmetic Alterations shall be subject to all the other provisions of
this Section 9.03.  Prior to
starting work, Tenant shall furnish Landlord with plans and specifications
(which shall be in CAD format if requested by Landlord); names of contractors
reasonably acceptable to Landlord (provided that Landlord may designate
specific contractors with respect to Base Building and vertical Cable, as may
be described more fully below); required permits and approvals; evidence of
contractor’s and subcontractor’s insurance in amounts reasonably required by
Landlord and naming Landlord and the managing agent for the Building (or any
successor(s)) as additional insureds; and any security for performance in
amounts reasonably required by Landlord. 
Landlord may designate specific contractors with respect to oversight,
installation, repair, connection to, and removal of vertical Cable.  All Cable shall be clearly marked with adhesive plastic labels (or
plastic tags attached to such Cable with wire) to show Tenant’s name, suite
number, and the purpose of such Cable (i) every 6 feet outside the
Premises (specifically including, but not limited to, the electrical room
risers and any Common Areas), and (ii) at the termination point(s) of such
Cable.  Changes to the plans and
specifications must also be submitted to Landlord for its approval, which
approval shall not be unreasonably withheld, conditioned or delayed.  Alterations shall be constructed in a good
and workmanlike manner using materials of a quality reasonably approved by
Landlord, and Tenant shall ensure that no Alteration impairs any Building
system or



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Landlord’s ability to
perform its obligations hereunder. 
Tenant shall reimburse Landlord for any sums paid by Landlord for third
party examination of Tenant’s plans for non-Cosmetic Alterations.  In addition, Tenant shall pay Landlord a fee
for Landlord’s oversight and coordination of any non-Cosmetic Alterations equal
to 10% of the cost of the non-Cosmetic Alterations.  Upon completion, Tenant shall furnish “as-built”
plans (in CAD format, if requested by Landlord) for non-Cosmetic Alterations,
completion affidavits and full and final waivers of lien.  Landlord’s approval of an Alteration shall
not be deemed a representation by Landlord that the Alteration complies with
Law.


10.                               Entry
by Landlord.


Landlord may enter
the Premises to inspect, show (but only
during the last 6 months of the Term or any time during an uncured Default by
Tenant) or clean the Premises or to perform or facilitate the
performance of repairs, alterations or additions to the Premises or any portion
of the Building.  Notwithstanding the foregoing, except in emergencies, Landlord shall
provide Tenant with at least 24 hours’ prior notice of entry into the Premises,
which may be given orally to the entity occupying the Premises  and shall use reasonable efforts to minimize any
interference with Tenant’s use of the Premises. 
If reasonably necessary, Landlord may temporarily close all or a portion
of the Premises to perform repairs, alterations and additions.  However, except in emergencies, Landlord will
not close the Premises if the work can reasonably be completed on weekends and
after Building Service Hours.  Entry by
Landlord (in accordance with this Section 10) shall not constitute a constructive
eviction or entitle Tenant to an abatement or reduction of Rent.


11.                               Assignment
and Subletting.


11.01  Except in connection with a
Business Transfer (defined in Section 11.04), Tenant shall not
assign, sublease, transfer or encumber any interest in this Lease or allow any
third party to use any portion of the Premises (collectively or individually, a
“Transfer”) without the prior
written consent of Landlord, which consent shall not be unreasonably withheld,
conditioned or delayed if Landlord does not exercise its recapture rights under
Section 11.02.  Without limitation,
it is agreed that Landlord’s consent shall not be considered unreasonably
withheld if the proposed transferee is a governmental entity or an occupant of
the Building or if the proposed transferee, whether or not an occupant of the
Building, is in discussions with Landlord regarding the leasing of space within
the Building.  If the entity(ies) which
directly or indirectly controls the voting shares/rights of Tenant (other than
through the ownership of voting securities listed on a recognized securities
exchange) changes at any time, such change of ownership or control shall
constitute a Transfer. Tenant hereby waives the provisions of
Section 1995.310 of the California Civil Code, or any similar or successor
Laws, now or hereafter in effect, and all other remedies, including, without
limitation, any right at law or equity to terminate this Lease, on its own
behalf and, to the extent permitted under all applicable Laws, on behalf of the
proposed transferee. Any Transfer in
violation of this Section shall, at Landlord’s option, be deemed a Default by
Tenant as described in Section 18, and shall be voidable by Landlord.  In no event shall any Transfer, including a
Business Transfer, release or relieve Tenant from any obligation under this
Lease, and Tenant shall remain primarily liable for the performance of the
tenant’s obligations under this Lease, as amended from time to time.


11.02  Tenant shall provide Landlord with financial
statements for the proposed transferee (or, in the case of a change of
ownership or control, for the proposed new controlling entity(ies)), a fully
executed copy of the proposed assignment, sublease or other Transfer
documentation and such other information as Landlord may reasonably request.
Within 15 Business Days after receipt of the required information and
documentation, Landlord shall either: (a) consent to the Transfer by
execution of a consent agreement in a form reasonably designated by Landlord;
(b) reasonably refuse to consent to the Transfer in writing; or
(c) in the event of an assignment of this Lease or subletting of more than
20% of the Rentable Square Footage of the Premises for more than 50% of the
remaining Term (excluding unexercised options), recapture the portion of the
Premises that Tenant is proposing to Transfer. 
If Landlord exercises its right to recapture, this Lease shall
automatically be amended (or terminated if the entire Premises is being
assigned or sublet) to delete the applicable portion of the Premises effective
on the proposed effective date of the Transfer, although Landlord may require
Tenant to execute a reasonable amendment or other document reflecting such
reduction or termination.  Tenant shall
pay Landlord a review fee of $1,500.00 for Landlord’s review of any requested
Transfer.


11.03  Tenant shall pay Landlord 50% of all rent and
other consideration which Tenant receives as a result of a Transfer that is in
excess of the Rent payable to Landlord for the portion of the Premises and Term
covered by the Transfer.  Tenant shall
pay Landlord for Landlord’s share of the excess within 30 days after Tenant’s
receipt of the excess.  In determining
the excess due Landlord, Tenant may deduct from the excess, on a straight line basis, all
reasonable



 7
 









and customary expenses directly incurred by Tenant
attributable to the Transfer, including brokerage fees, legal fees,
construction costs, and Landlord’s review fee. 
If Tenant is in Default, Landlord may require that all sublease
payments be made directly to Landlord, in which case Tenant shall receive a
credit against Rent in the amount of Tenant’s share of payments received by
Landlord.


11.04  Tenant may assign this Lease to a successor to Tenant by merger,
consolidation or the purchase of substantially all of Tenant’s assets, or
assign this Lease or sublet all or a portion of the Premises to an Affiliate
(defined below), without the consent of Landlord, provided that all of the
following conditions are satisfied (a “Business
Transfer”):  (a) Tenant must
not be in Default; (b) Tenant must give Landlord written notice at least 15
Business Days before such Transfer; and (c) if such Transfer will result from a
merger or consolidation of Tenant with another entity, then the Credit
Requirement (defined below) must be satisfied. 
Tenant’s notice to Landlord shall include information and documentation
evidencing the Business Transfer and showing that each of the above conditions
has been satisfied.  If requested by
Landlord, Tenant’s successor shall sign and deliver to Landlord a commercially
reasonable form of assumption agreement. 
“Affiliate” shall mean an
entity controlled by, controlling or under common control with Tenant.  The “Credit
Requirement” shall be deemed satisfied if, as of the date immediately
preceding the date of the Transfer, the financial strength of the entity with
which Tenant is to merge or consolidate is not less than that of Tenant, as
determined (x) based on credit ratings of such entity and Tenant by both Moody’s
and Standard & Poor’s (or by either such agency alone, if applicable
ratings by the other agency do not exist), or (y) if such credit ratings do not
exist, then in accordance with Moody’s KMV RiskCalc (i.e., the on-line software
tool offered by Moody’s for analyzing credit risk) based on CFO-certified
financial statements for such entity and Tenant covering their last two fiscal
years ending before the Transfer.


11.05  Notwithstanding anything to the contrary contained in this
Section 11, neither Tenant nor any other person having a right to possess,
use, or occupy (for convenience, collectively referred to in this subsection as
“Use”) the Premises shall enter into any
lease, sublease, license, concession or other agreement for Use of all or any
portion of the Premises which provides for rental or other payment for such Use
based, in whole or in part, on the net income or profits derived by any person
that leases, possesses, uses, or occupies all or any portion of the Premises
(other than an amount based on a fixed percentage or percentages of receipts or
sales), and any such purported lease, sublease, license, concession or other
agreement shall be absolutely void and ineffective as a transfer of any right
or interest in the Use of all or any part of the Premises.


12.                               Liens.


Tenant shall not
permit mechanics’ or other liens to be placed upon the Property, Premises or
Tenant’s leasehold interest in connection with any work or service done or
purportedly done by or for the benefit of Tenant or its transferees.  Tenant shall give Landlord notice at least 15
days prior to the commencement of any work in the Premises to afford Landlord
the opportunity, where applicable, to post and record notices of
non-responsibility.  Tenant, within 20 days
of notice from Landlord, shall fully discharge any lien by settlement, by
bonding or by insuring over the lien in the manner prescribed by the applicable
lien Law and, if Tenant fails to do so, Tenant shall be deemed in Default under
this Lease and, in addition to any other remedies available to Landlord as a
result of such Default by Tenant, Landlord, at its option, may
bond, insure over or otherwise discharge the lien.  Tenant shall reimburse Landlord for any
amount paid by Landlord, including, without limitation, reasonable attorneys’
fees.


13.                               Indemnity
and Waiver of Claims.


Except to the
extent caused by the negligence or willful misconduct of Landlord or any
Landlord Related Parties (defined below), Tenant shall indemnify, defend and
hold Landlord and Landlord Related Parties harmless against and from all
liabilities, obligations, damages, penalties, claims, actions, costs, charges
and expenses, including, without limitation, reasonable attorneys’ fees and
other professional fees (if and to the extent permitted by Law) (collectively
referred to as “Losses”), which may be imposed
upon, incurred by or asserted against Landlord or any of the Landlord Related
Parties by any third party and arising out of or in connection with any damage
or injury occurring in the Premises or any acts or omissions (including
violations of Law) of Tenant, the Tenant Related Parties (defined below) or any
of Tenant’s transferees, contractors or licensees.  Except to the extent caused by the negligence
or willful misconduct of Tenant or any Tenant Related Parties, Landlord shall
indemnify, defend and hold Tenant, its trustees, members, principals,
beneficiaries, partners, officers, directors, employees and agents (“Tenant Related Parties”) harmless against and from all
Losses which may be imposed upon, incurred by or asserted against Tenant or any
of the Tenant Related Parties by any third party and arising out of or in
connection with the acts or omissions (including violations of Law) of



 8
 









Landlord or the Landlord
Related Parties.  Tenant hereby waives
all claims against and releases Landlord and its trustees, members, principals,
beneficiaries, partners, officers, directors, employees, Mortgagees (defined in
Section 23) and agents (the “Landlord Related Parties”)
from all claims for any injury to or death of persons, damage to property or
business loss in any manner related to (a) Force Majeure, (b) acts of
third parties, (c) the bursting or leaking of any tank, water closet,
drain or other pipe, (d) the inadequacy or failure of any security or
protective services, personnel or equipment, or (e) any matter not within
the reasonable control of Landlord.  Notwithstanding the foregoing, except as
provided in Section 15 to the contrary, Tenant shall not be required to waive
any claims against Landlord (other than for loss or damage to Tenant’s
business) where such loss or damage is due to the negligence or willful
misconduct of Landlord or any Landlord Related Parties.  Nothing herein shall be construed as to
diminish the repair and maintenance obligations of Landlord contained elsewhere
in this Lease.


14.                               Insurance.


Tenant shall
maintain the following insurance (“Tenant’s Insurance”):  (a) Commercial General Liability
Insurance applicable to the Premises and its appurtenances providing, on an
occurrence basis, a minimum combined single limit of $2,000,000.00;
(b) Property and Income Coverage Insurance written on an All Risk or
Special Cause of Loss Form, including
earthquake sprinkler leakage, at replacement cost value and with a
replacement cost endorsement covering all of Tenant’s business and trade
fixtures, equipment, movable partitions, furniture, merchandise and other
personal property within the Premises (“Tenant’s Property”)
and any Leasehold Improvements performed by or for the benefit of Tenant;
(c) Workers’ Compensation Insurance in amounts required by Law; and
(d) Employers Liability Coverage of at least $1,000,000.00 per
occurrence.  Any company writing Tenant’s
Insurance shall have an A.M. Best rating of not less than A-VIII.  All Commercial General Liability Insurance
policies shall name as additional insureds Landlord (or its successors and
assignees), the managing agent for the Building (or any successor), Equity
Office Properties Trust and their respective members, principals,
beneficiaries, partners, officers, directors, employees, and agents, and other
designees of Landlord and its successors as the interest of such designees
shall appear.  In addition, Landlord
shall be named as a loss payee with respect to Tenant’s Property Insurance on
the Leasehold Improvements.  All policies
of Tenant’s Insurance shall contain endorsements that the insurer(s) shall give
Landlord and its designees at least 30 days’ advance written notice of any
cancellation, termination, material change or lapse of insurance. Tenant shall
provide Landlord with a certificate of insurance evidencing Tenant’s Insurance
prior to the earlier to occur of the Commencement Date or the date Tenant is
provided with possession of the Premises, and thereafter as necessary to assure
that Landlord always has current certificates evidencing Tenant’s Insurance. So
long as the same is available at commercially reasonable rates, Landlord shall
maintain so called All Risk property insurance on the Building at replacement
cost value as reasonably estimated by Landlord, together with such other
insurance coverage as Landlord, in its reasonable judgment, may elect to
maintain.


15.                               Subrogation.


Landlord and
Tenant hereby waive and shall cause their respective insurance carriers to
waive any and all rights of recovery, claims, actions or causes of action
against the other for any loss or damage with respect to Tenant’s Property,
Leasehold Improvements, the Building, the Premises, or any contents thereof,
including rights, claims, actions and causes of action based on negligence,
which loss or damage is (or would have been, had the insurance required by this
Lease been carried) covered by insurance. 
For the purposes of this waiver, any deductible with respect to a party’s
insurance shall be deemed covered by and recoverable by such party under valid
and collectable policies of insurance.


16.                               Casualty
Damage.


16.01  If all or any portion of the Premises becomes
untenantable or inaccessible by fire or other casualty to the Premises or the
Common Areas (collectively a “Casualty”),
Landlord, with reasonable promptness, shall cause a general contractor selected
by Landlord to provide Landlord with a written estimate of the amount of time
required, using standard working methods, to substantially complete the repair
and restoration of the Premises and any Common Areas necessary to provide
access to the Premises (“Completion Estimate”).  Landlord shall promptly forward a copy of the
Completion Estimate to Tenant.  If the
Completion Estimate indicates that the Premises or any Common Areas necessary
to provide access to the Premises cannot be made tenantable within 180 days
from the date the repair is started, then either party shall have the right to
terminate this Lease upon written notice to the other within 10 days after Tenant’s
receipt of the Completion Estimate. 
Tenant, however, shall not have the right to terminate this Lease if the
Casualty was caused by the negligence or intentional misconduct of



 9
 









Tenant or any Tenant
Related Parties.  In addition, Landlord,
by notice to Tenant within 90 days after the date of the Casualty, shall have
the right to terminate this Lease if: 
(1) the Premises have been materially damaged and there is less
than 2 years of the Term remaining on the date of the Casualty; (2) any
Mortgagee requires that the insurance proceeds be applied to the payment of the
mortgage debt; or (3) a material uninsured loss to the Building or
Premises occurs.  Tenant also shall have the right to terminate this Lease by notice to
Landlord if:  (a) a substantial portion
of the Premises has been damaged by Casualty and such damage cannot reasonably
be repaired within 60 days after receipt of the Completion Estimate;
(b) there is less than 1 year of the Term remaining on the date of the
Casualty; (c) the Casualty was not caused by the negligence or willful
misconduct of Tenant or its agents, employees or contractors; and
(d) Tenant provides Landlord with written notice of its intent to
terminate within 30 days after the date of Tenant’s receipt of the Completion
Estimate.


16.02  If this Lease is not terminated, Landlord
shall promptly and diligently, subject to reasonable delays for insurance
adjustment or other matters beyond Landlord’s reasonable control, restore the
Premises and Common Areas.  Such
restoration shall be to substantially the same condition that existed prior to
the Casualty, except for modifications required by Law or any other
modifications to the Common Areas deemed desirable by Landlord.  Upon notice from Landlord, Tenant shall
assign or endorse over to Landlord (or to any party designated by Landlord) all
property insurance proceeds payable to Tenant under Tenant’s Insurance with
respect to any Leasehold Improvements performed by or for the benefit of
Tenant; provided if the estimated cost to repair such Leasehold Improvements
exceeds the amount of insurance proceeds received by Landlord from Tenant’s
insurance carrier, the excess cost of such repairs shall be paid by Tenant to
Landlord prior to Landlord’s commencement of repairs.  Within 15 days of demand, Tenant shall also
pay Landlord for any additional excess costs that are determined during the
performance of the repairs to such Leasehold Improvements.  In no event shall Landlord be required to
spend more for the restoration of the Premises and Common Areas than the
proceeds received by Landlord, whether insurance proceeds or proceeds from
Tenant.  Landlord shall not be liable for
any inconvenience to Tenant, or injury to Tenant’s business resulting in any
way from the Casualty or the repair thereof. 
Provided that Tenant is not in Default, during any period of time that
all or a material portion of the Premises is rendered untenantable as a result
of a Casualty, the Rent shall abate for the portion of the Premises that is
untenantable and not used by Tenant.


16.03  The provisions of this Lease, including this
Section 16, constitute an express agreement between Landlord and Tenant
with respect to any and all damage to, or destruction of, all or any part of
the Premises or the Property, and any Laws, including, without limitation,
Sections 1932(2) and 1933(4) of the California Civil Code, with respect to
any rights or obligations concerning damage or destruction in the absence of an
express agreement between the parties, and any similar or successor Laws now or
hereafter in effect, shall have no application to this Lease or any damage or
destruction to all or any part of the Premises or the Property.


17.                               Condemnation.


Either
party may terminate this Lease if any material part of the Premises is taken or
condemned for any public or quasi-public use under Law, by eminent domain or
private purchase in lieu thereof (a “Taking”).  Landlord shall also have the right to
terminate this Lease if there is a Taking of any portion of the Building or
Property which would have a material adverse effect on Landlord’s ability to
profitably operate the remainder of the Building.  If Landlord has the right to terminate this
Lease pursuant to this Section 17, Landlord agrees to exercise such right in a
nondiscriminatory fashion among tenants in the Building.  Consideration of the following factors in
arriving at its decision shall not be deemed discriminatory: Length of term
remaining on the Lease, time needed to repair and restore, costs of repair and
restoration not covered by condemnation proceeds, Landlord’s plans to repair
and restore Common Areas serving the Premises, Landlord’s plans for repair and
restoration of the Building, and other relevant factors of Landlord’s decision
as long as they are applied to Tenant in the same manner as other tenants. The
terminating party shall provide written notice of termination to the other
party within 45 days after it first receives notice of the Taking.  The termination shall be effective as of the
effective date of any order granting possession to, or vesting legal title in,
the condemning authority.  If this Lease
is not terminated, Base Rent and Tenant’s Pro Rata Share shall be appropriately
adjusted to account for any reduction in the square footage of the Building or
Premises. All compensation awarded for a Taking shall be the property of
Landlord.  The right to receive
compensation or proceeds are expressly waived by Tenant, provided, however,
Tenant may file a separate claim for Tenant’s Property and Tenant’s reasonable
relocation expenses, provided the filing of the claim does not diminish the
amount of Landlord’s award.  If only a
part of the Premises is subject to a Taking and this Lease is not terminated,
Landlord, with reasonable diligence, will restore the remaining portion of the
Premises as nearly as practicable to the



 10
 









condition immediately
prior to the Taking.  Tenant hereby
waives any and all rights it might otherwise have pursuant to
Section 1265.130 of the California Code of Civil Procedure, or any similar
or successor Laws.


18.                               Events
of Default.


In addition to any
other default specifically described in this Lease, each of the following
occurrences shall be a “Default”:
(a) Tenant’s failure to pay any portion of Rent when due, if the failure
continues for 5 days after written notice to Tenant (“Monetary
Default”); (b) Tenant’s failure (other than a Monetary Default)
to comply with any term, provision, condition or covenant of this Lease, if the
failure is not cured within 20 days after written notice to Tenant provided,
however, if Tenant’s failure to comply cannot reasonably be cured within 20
days, Tenant shall be allowed additional time (not to exceed 90 days) as is
reasonably necessary to cure the failure so long as Tenant begins the cure
within 20 days and diligently pursues the cure to completion; (c) Tenant
permits a Transfer without Landlord’s required approval or otherwise in
violation of Section 11 of this Lease; (d) Tenant or any Guarantor
becomes insolvent, makes a transfer in fraud of creditors, makes an assignment
for the benefit of creditors, admits in writing its inability to pay its debts
when due or forfeits or loses its right to conduct business; (e) the
leasehold estate is taken by process or operation of Law; (f) in the case
of any ground floor or retail Tenant, Tenant does not take possession of or
abandons or vacates all or any portion of the Premises; or (g) Tenant is
in default beyond any notice and cure period under any other lease or agreement
with Landlord at the Building or Property. If Landlord provides Tenant with
notice of Tenant’s failure to comply with any specific provision of this Lease
on 3 separate occasions during any 12 month period, Tenant’s subsequent
violation of such provision shall, at Landlord’s option, be an incurable Default
by Tenant. All notices sent under this Section shall be in satisfaction of, and
not in addition to, notice required by Law.


19.                               Remedies.


19.01  Upon the occurrence of any Default under this Lease, whether enumerated in
Section 18 or not, Landlord shall have the option to pursue any one or
more of the following remedies without any notice (except as expressly
prescribed herein) or demand whatsoever (and without limiting the generality of
the foregoing, Tenant hereby specifically waives notice and demand for payment
of Rent or other obligations, except for those notices specifically required
pursuant to the terms of Section 18 or this Section 19, and waives
any and all other notices or demand requirements imposed by applicable Law):


(a)                                  Terminate
this Lease and Tenant’s right to possession of the Premises and recover from
Tenant an award of damages equal to the sum of the following:


(i)                                     The
Worth at the Time of Award of the unpaid Rent which had been earned at the time
of termination;


(ii)                                  The
Worth at the Time of Award of the amount by which the unpaid Rent which would
have been earned after termination until the time of award exceeds the amount
of such Rent loss that Tenant affirmatively proves could have been reasonably
avoided;


(iii)                               The Worth at the Time of
Award of the amount by which the unpaid Rent for the balance of the Term after
the time of award exceeds the amount of such Rent loss that Tenant
affirmatively proves could be reasonably avoided;


(iv)                              Any
other amount necessary to compensate Landlord for all the detriment either
proximately caused by Tenant’s failure to perform Tenant’s obligations under
this Lease or which in the ordinary course of things would be likely to result
therefrom; and


(v)                                 All
such other amounts in addition to or in lieu of the foregoing as may be
permitted from time to time under applicable law.


The “Worth at the Time of Award” of the amounts referred to in parts
(i) and (ii) above, shall be computed by allowing interest at the lesser
of a per annum rate equal to: (A) the greatest per annum rate of
interest permitted from time to time under applicable law, or (B) the
Prime Rate plus 5%.  For purposes hereof,
the “Prime Rate” shall be the per annum interest rate publicly announced as its
prime or base rate by a federally insured bank selected by Landlord in the
State of California.  The “Worth at the
Time of Award” of the amount referred to in part (iii),



 11
 









above, shall be computed by discounting such amount at the discount
rate of the Federal Reserve Bank of San Francisco at the time of award plus 1%;


(b)                                 Employ
the remedy described in California Civil Code § 1951.4 (Landlord may continue
this Lease in effect after Tenant’s breach and abandonment and recover Rent as
it becomes due, if Tenant has the right to sublet or assign, subject only to
reasonable limitations); or


(c)                                  Notwithstanding
Landlord’s exercise of the remedy described in California Civil Code § 1951.4
in respect of an event or events of default, at such time thereafter as
Landlord may elect in writing, to terminate this Lease and Tenant’s right to
possession of the Premises and recover an award of damages as provided above in
Paragraph 19.01(a).


19.02  The
subsequent acceptance of Rent hereunder by Landlord shall not be deemed to be a
waiver of any preceding breach by Tenant of any term, covenant or condition of
this Lease, other than the failure of Tenant to pay the particular Rent so
accepted, regardless of Landlord’s knowledge of such preceding breach at the
time of acceptance of such Rent.  No
waiver by Landlord of any breach hereof shall be effective unless such waiver
is in writing and signed by Landlord.


19.03  TENANT
HEREBY WAIVES ANY AND ALL RIGHTS CONFERRED BY SECTION 3275 OF THE CIVIL
CODE OF CALIFORNIA AND BY SECTIONS 1174 (c) AND 1179 OF THE CODE OF CIVIL PROCEDURE
OF CALIFORNIA AND ANY AND ALL OTHER LAWS AND RULES OF LAW FROM TIME TO TIME IN
EFFECT DURING THE LEASE TERM OR THEREAFTER PROVIDING THAT TENANT SHALL HAVE ANY
RIGHT TO REDEEM, REINSTATE OR RESTORE THIS LEASE FOLLOWING ITS TERMINATION BY
REASON OF TENANT’S BREACH.


THE PARTIES HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE
RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS
LEASE.  IF THE JURY WAIVER PROVISIONS OF
THIS SECTION 19.03 ARE NOT ENFORCEABLE UNDER CALIFORNIA LAW, THEN THE
FOLLOWING PROVISIONS SHALL APPLY.  It is
the desire and intention of the parties to agree upon a mechanism and procedure
under which controversies and disputes arising out of this Lease or related to
the Premises will be resolved in a prompt and expeditious manner.  Accordingly, except with respect to actions
for unlawful or forcible detainer or with respect to the prejudgment remedy of
attachment, any action, proceeding or counterclaim brought by either party
hereto against the other (and/or against its officers, directors, employees,
agents or subsidiaries or affiliated entities) on any matters whatsoever
arising out of or in any way connected with this Lease, Tenant’s use or
occupancy of the Premises and/or any claim of injury or damage, whether
sounding in contract, tort, or otherwise, shall be heard and resolved by a
referee under the provisions of the California Code of Civil Procedure,
Sections 638 — 645.1, inclusive (as same may be amended, or any successor
statute(s) thereto) (the “Referee Sections”).  Any fee to initiate the judicial reference
proceedings and all fees charged and costs incurred by the referee shall be
paid by the party initiating such procedure (except that if a reporter is
requested by either party, then a reporter shall be present at all proceedings
where requested and the fees of such reporter — except for copies ordered by
the other parties — shall be borne by the party requesting the reporter);
provided however, that allocation of the costs and fees, including any
initiation fee, of such proceeding shall be ultimately determined in accordance
with Section 26.02 below.  The venue
of the proceedings shall be in the county in which the Premises are located.  Within 10 days of receipt by any party of a
written request to resolve any dispute or controversy pursuant to this
Section 19.03, the parties shall agree upon a single referee who shall try
all issues, whether of fact or law, and report a finding and judgment on such
issues as required by the Referee Sections. 
If the parties are unable to agree upon a referee within such 10 day
period, then any party may thereafter file a lawsuit in the county in which the
Premises are located for the purpose of appointment of a referee under the
Referee Sections.  If the referee is
appointed by the court, the referee shall be a neutral and impartial retired
judge with substantial experience in the relevant matters to be determined,
from Jams/Endispute, Inc., the American Arbitration Association or similar
mediation/arbitration entity. The proposed referee may be challenged by any
party for any of the grounds listed in the Referee Sections.  The referee shall have the power to decide
all issues of fact and law and report his or her decision on such issues, and
to issue all recognized remedies available at Law or in equity for any cause of
action that is before the referee, including an award of attorneys’ fees and
costs in accordance with this Lease.  The
referee shall not, however, have the power to award punitive damages, nor any
other damages which are not permitted by the express provisions of this Lease,
and the parties hereby waive any right to recover any such damages.  The parties shall be entitled to conduct all
discovery as provided in the California Code of Civil Procedure, and the
referee shall oversee discovery and may enforce all discovery orders in the
same manner as any trial court



 12
 









judge, with rights to regulate discovery and to issue and enforce
subpoenas, protective orders and other limitations on discovery available under
California law.  The reference proceeding
shall be conducted in accordance with California law (including the rules of
evidence), and in all regards, the referee shall follow California law
applicable at the time of the reference proceeding.  The parties shall promptly and diligently
cooperate with one another and the referee, and shall perform such acts as may
be necessary to obtain a prompt and expeditious resolution of the dispute or
controversy in accordance with the terms of this Section 19.03.  In this regard, the parties agree that the
parties and the referee shall use best efforts to ensure that
(a) discovery be conducted for a period no longer than 6 months from the
date the referee is appointed, excluding motions regarding discovery, and (b) a
trial date be set within 9 months of the date the referee is appointed.   In accordance with Section 644 of the
California Code of Civil Procedure, the decision of the referee upon the whole
issue must stand as the decision of the court, and upon the filing of the
statement of decision with the clerk of the court, or with the judge if there
is no clerk, judgment may be entered thereon in the same manner as if the
action had been tried by the court.   Any
decision of the referee and/or judgment or other order entered thereon shall be
appealable to the same extent and in the same manner that such decision,
judgment, or order would be appealable if rendered by a judge of the superior
court in which venue is proper hereunder. 
The referee shall in his/her statement of decision set forth his/her
findings of fact and conclusions of law. The parties intend this general
reference agreement to be specifically enforceable in accordance with the Code
of Civil Procedure. Nothing in this Section 19.03 shall prejudice the
right of any party to obtain provisional relief or other equitable remedies
from a court of competent jurisdiction as shall otherwise be available under
the Code of Civil Procedure and/or applicable court rules.


19.04  No
right or remedy herein conferred upon or reserved to Landlord is intended to be
exclusive of any other right or remedy, and each and every right and remedy
shall be cumulative and in addition to any other right or remedy given
hereunder or now or hereafter existing by agreement, applicable Law or in
equity.  In addition to other remedies
provided in this Lease, Landlord shall be entitled, to the extent permitted by
applicable Law, to injunctive relief, or to a decree compelling performance of
any of the covenants, agreements, conditions or provisions of this Lease, or to
any other remedy allowed to Landlord at law or in equity.  Forbearance by Landlord to enforce one or
more of the remedies herein provided upon an event of default shall not be deemed
or construed to constitute a waiver of such default.


19.05  If
Tenant is in Default of any of its non-monetary obligations under the Lease,
Landlord shall have the right to perform such obligations.  Tenant shall reimburse Landlord for the cost
of such performance upon demand together with an administrative charge equal to
10% of the cost of the work performed by Landlord.


19.06  This
Section 19 shall be enforceable to the maximum extent such enforcement is
not prohibited by applicable Law, and the unenforceability of any portion
thereof shall not thereby render unenforceable any other portion.


20.                               Limitation
of Liability.


NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE LIABILITY OF LANDLORD
(AND OF ANY SUCCESSOR LANDLORD) SHALL BE LIMITED TO THE INTEREST OF LANDLORD IN
THE PROPERTY. TENANT SHALL LOOK SOLELY TO LANDLORD’S INTEREST IN THE PROPERTY
FOR THE RECOVERY OF ANY JUDGMENT OR AWARD AGAINST LANDLORD OR ANY LANDLORD
RELATED PARTY. NEITHER LANDLORD NOR ANY LANDLORD RELATED PARTY SHALL BE
PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY, AND IN NO EVENT SHALL
LANDLORD OR ANY LANDLORD RELATED PARTY BE LIABLE TO TENANT FOR ANY LOST PROFIT,
DAMAGE TO OR LOSS OF BUSINESS OR ANY FORM OF SPECIAL, INDIRECT OR CONSEQUENTIAL
DAMAGE.  BEFORE FILING SUIT FOR AN
ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD AND THE MORTGAGEE(S)
WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES (DEFINED IN SECTION 23 BELOW),
NOTICE AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT.


21.                               Relocation.  Intentionally Omitted.


22.                               Holding
Over.


If Tenant fails to
surrender all or any part of the Premises at the termination of this Lease,
occupancy of the Premises after termination shall be that of a tenancy at
sufferance.  Tenant’s occupancy shall be
subject to all the terms and provisions of this Lease, and Tenant shall pay an
amount (on a per month basis without reduction for partial months during the
holdover) equal to 150% of the sum of the Base Rent and Additional Rent due for
the period immediately preceding the holdover. 
No holdover by Tenant or payment by Tenant after the termination of this
Lease



 13
 









shall be construed to
extend the Term or prevent Landlord from immediate recovery of possession of
the Premises by summary proceedings or otherwise. If Landlord is unable to
deliver possession of the Premises to a new tenant or to perform improvements
for a new tenant as a result of Tenant’s holdover and Tenant fails to vacate
the Premises within 15 days after notice from Landlord, Tenant shall be liable
for all damages that Landlord suffers from the holdover.


23.                               Subordination
to Mortgages; Estoppel Certificate.


Tenant accepts
this Lease subject and subordinate to any mortgage(s), deed(s) of trust, ground
lease(s) or other lien(s) now or subsequently arising upon the Premises, the
Building or the Property, and to renewals, modifications, refinancings and
extensions thereof (collectively referred to as a “Mortgage”).  The party having the benefit of a Mortgage
shall be referred to as a “Mortgagee”.  This clause shall be self-operative, but upon
request from a Mortgagee, Tenant shall execute a commercially reasonable
subordination agreement in favor of the Mortgagee.  As an alternative, a Mortgagee shall have the
right at any time to subordinate its Mortgage to this Lease.  Upon request, Tenant, without charge, shall
attorn to any successor to Landlord’s interest in this Lease and shall
recognize such successor as lessor under this Lease without change in the
provisions of this Lease, provided, however, if such succession shall be the
result of Mortgagee’s enforcement of any remedy under the Mortgage or related
documents, such successor shall not be liable for or bound by (a) any
payment of an installment of Rent which may have been made more than 30 days
before the due date of such installment, (b) any act or omission of or
default by Landlord under this Lease (but the successor shall be subject to the
continuing obligations of the landlord under this Lease to the extent arising
from and after such succession to the extent of such successor’s interest in
the Property), (c) any credits, claims, setoffs or defenses which Tenant
may have against Landlord, or (d) any obligation under this Lease to
maintain a fitness facility at the Property. 
Upon the reasonable request of any successor to Landlord’s interest,
Tenant shall execute and deliver an instrument or instruments confirming such
attornment.  Notwithstanding the foregoing, upon written request by Tenant, Landlord
will use reasonable efforts to obtain a non-disturbance, subordination and
attornment agreement from Landlord’s then current Mortgagee on such Mortgagee’s
then current standard form of agreement. 
“Reasonable efforts” of Landlord shall not require Landlord to incur any
cost, expense or liability to obtain such agreement, it being agreed that
Tenant shall be responsible for any fee or review costs charged by the
Mortgagee.  Upon request of Landlord,
Tenant will execute the Mortgagee’s form of non-disturbance, subordination and
attornment agreement and return the same to Landlord for execution by the Mortgagee.  Landlord’s failure to obtain a
non-disturbance, subordination and attornment agreement for Tenant shall have
no effect on the rights, obligations and liabilities of Landlord and Tenant or
be considered to be a default by Landlord hereunder.  Landlord and Tenant shall each,
within 10 Business Days after receipt of a written request from the other,
execute and deliver a commercially reasonable estoppel certificate to those
parties as are reasonably requested by the other (including a Mortgagee or prospective
purchaser).  Without limitation, such
estoppel certificate may include a certification as to the status of this
Lease, the existence of any defaults and the amount of Rent that is due and
payable.


24.                               Notice.


All demands,
approvals, consents or notices (collectively referred to as a “notice”) shall be in writing and delivered by hand or sent
by registered, express, or certified mail, with return receipt requested or
with delivery confirmation requested from the U.S. postal service, or sent by
overnight or same day courier service at the party’s respective Notice
Address(es) set forth in Section 1; provided, however, notices sent by
Landlord regarding general Building operational matters may be posted in the
Building mailroom or the general Building newsletter or sent via e-mail to the
e-mail address provided by Tenant to Landlord for such purpose.  In addition, if the Building is closed
(whether due to emergency, governmental order or any other reason), then any notice
address at the Building shall not be deemed a required notice address during
such closure, and, unless Tenant has provided an alternative valid notice
address to Landlord for use during such closure, any notices sent during such
closure may be sent via e-mail or in any other practical manner reasonably
designed to ensure receipt by the intended recipient.  Each notice shall be deemed to have been
received on the earlier to occur of actual delivery or the date on which
delivery is refused, or, if Tenant has vacated the Premises or any other Notice
Address of Tenant without providing a new Notice Address, 3 days after notice
is deposited in the U.S. mail or with a courier service in the manner described
above.  Either party may, at any time,
change its Notice Address (other than to a post office box address) by giving
the other party written notice of the new address.



 14















25.                               Surrender
of Premises.


At the termination of this Lease or Tenant’s right of possession,
Tenant shall remove Tenant’s Property from the Premises, and quit and surrender
the Premises to Landlord, broom clean, and in good order, condition and repair,
ordinary wear and tear and damage which Landlord is obligated to repair
hereunder and condemnation excepted.  If
Tenant fails to remove any of Tenant’s Property, or to restore the Premises to
the required condition, within 5 days after termination of this Lease or Tenant’s
right to possession, Landlord, at Tenant’s sole cost and expense, shall be
entitled (but not obligated) to remove and store Tenant’s Property and/or
perform such restoration of the Premises. 
Landlord shall not be responsible for the value, preservation or
safekeeping of Tenant’s Property.  Tenant
shall pay Landlord, upon demand, the expenses and storage charges
incurred.  If Tenant fails to remove
Tenant’s Property from the Premises or storage, within 30 days after notice,
Landlord may deem all or any part of Tenant’s Property to be abandoned and, at
Landlord’s option, title to Tenant’s Property shall vest in Landlord or
Landlord may dispose of Tenant’s Property in any manner Landlord deems
appropriate.


26.                               Miscellaneous.


26.01  This Lease shall be interpreted and enforced
in accordance with the Laws of the state or commonwealth in which the Building
is located and Landlord and Tenant hereby irrevocably consent to the
jurisdiction and proper venue of such state or commonwealth.  If any term or provision of this Lease shall
to any extent be void or unenforceable, the remainder of this Lease shall not
be affected. If there is more than one Tenant or if Tenant is comprised of more
than one party or entity, the obligations imposed upon Tenant shall be joint
and several obligations of all the parties and entities, and requests or
demands from any one person or entity comprising Tenant shall be deemed to have
been made by all such persons or entities. 
Notices to any one person or entity shall be deemed to have been given
to all persons and entities.  Tenant represents and warrants to Landlord,
and agrees, that each individual executing this Lease on behalf of Tenant is
authorized to do so on behalf of Tenant and that the entity(ies) or
individual(s) constituting Tenant or Guarantor or which may own or control
Tenant or Guarantor or which may be owned or controlled by Tenant or Guarantor
are not and at no time will be (i) in violation of any Laws relating to
terrorism or money laundering, or (ii) among the individuals or entities
identified on any list compiled pursuant to Executive Order 13224 for the
purpose of identifying suspected terrorists or on the most current list
published by the U.S. Treasury Department Office of Foreign Assets Control at
its official website, http://www.treas.gov/ofac/tllsdn.pdf or any replacement
website or other replacement official publication of such list.


26.02  If Landlord retains an attorney or institutes
legal proceedings due to Tenant’s failure to pay Rent when due, then Tenant
shall be required to pay Additional Rent in an amount equal to the reasonable
attorneys’ fees and costs actually incurred by Landlord in connection
therewith.  Notwithstanding the
foregoing, in any action or proceeding between Landlord and Tenant, including
any appellate or alternative dispute resolution proceeding, the prevailing
party shall be entitled to recover from the non-prevailing party all of its
costs and expenses in connection therewith, including, but not limited to,
reasonable attorneys’ fees actually incurred. 
No failure by either party to declare a default immediately upon its
occurrence, nor any delay by either party in taking action for a default, nor
Landlord’s acceptance of Rent with knowledge of a default by Tenant, shall constitute
a waiver of the default, nor shall it constitute an estoppel.


26.03  Whenever a period of time is prescribed for
the taking of an action by Landlord or Tenant (other than the payment of the
Security Deposit or Rent), the period of time for the performance of such
action shall be extended by the number of days that the performance is actually
delayed due to strikes, acts of God, shortages of labor or materials, war,
terrorist acts, pandemics, civil disturbances and other causes beyond the
reasonable control of the performing party (“Force
Majeure”).


26.04  Landlord shall have the right to transfer and
assign, in whole or in part, all of its rights and obligations under this Lease
and in the Building and Property.  Upon
transfer, Landlord shall be released from any further obligations hereunder and
Tenant agrees to look solely to the successor in interest of Landlord for the
performance of such obligations, provided that any successor pursuant to a
voluntary, third party transfer (but not as part of an involuntary transfer
resulting from a foreclosure or deed in lieu thereof) shall have assumed
Landlord’s obligations under this Lease.


26.05  Landlord
has delivered a copy of this Lease to Tenant for Tenant’s review only and the
delivery of it does not constitute an offer to Tenant or an option. Tenant
represents that it has dealt directly with and only with the Broker (described
in Section 1.10) as a broker in connection



 15
 









with this Lease. 
Tenant shall indemnify and hold Landlord and the Landlord Related Parties
harmless from all claims of any other brokers claiming to have represented
Tenant in connection with this Lease. Landlord shall indemnify and hold Tenant
and the Tenant Related Parties harmless from all claims of any brokers claiming
to have represented Landlord in connection with this Lease.  Equity Office Properties Management Corp., or such other entity
affiliated with Equity Office Properties Management Corp. that is involved in
the negotiation of this Lease (each referred to as “EOPMC”), represents only the Landlord in this
transaction.  Any assistance rendered by
any agent or employee of EOPMC in connection with this Lease or any subsequent
amendment or modification or any other document related hereto has been or will
be made as an accommodation to Tenant solely in furtherance of consummating the
transaction on behalf of Landlord, and not as agent for Tenant.


26.06 Time is of
the essence with respect to Tenant’s exercise of any expansion, renewal or
extension rights granted to Tenant. The expiration of the Term, whether by
lapse of time, termination or otherwise, shall not relieve either party of any
obligations which accrued prior to or which may continue to accrue after the
expiration or termination of this Lease.


26.07  Tenant may peacefully have,
hold and enjoy the Premises, subject to the terms of this Lease, provided
Tenant pays the Rent and fully performs all of its covenants and
agreements.  This covenant shall be
binding upon Landlord and its successors only during its or their respective periods
of ownership of the Building.


26.08  This Lease does not grant any rights to light
or air over or about the Building. 
Landlord excepts and reserves exclusively to itself any and all rights
not specifically granted to Tenant under this Lease.  Landlord reserves the right to make changes
to the Property, Building and Common Areas as Landlord deems appropriate.  This
Lease constitutes the entire agreement between the parties and supersedes all
prior agreements and understandings related to the Premises, including all
lease proposals, letters of intent and other documents.  Neither party is relying upon any warranty,
statement or representation not contained in this Lease.  This Lease may be modified only by a written
agreement signed by an authorized representative of Landlord and Tenant.


26.09  Subject to the provisions of this
Section 26.09, so long as Tenant is not in Default under this Lease, and
provided Tenant’s employees execute Landlord’s standard waiver of liability
form and pay the applicable one time or monthly fee, if any then Tenant’s
employees (the “Fitness Center Users”) shall be
entitled to use the fitness center (the “Fitness Center”)
in the building located at 275 Shoreline Drive, Redwood City, California. The
use of the Fitness Center shall be subject to the reasonable rules and
regulations (including rules regarding hours of use) established from time to
time by Landlord for the Fitness Center. 
Landlord and Tenant acknowledge that the use of the Fitness Center by
the Fitness Center Users shall be at their own risk and that the terms and
provisions of Section 13 of this Lease shall apply to Tenant and the
Fitness Center User’s use of the Fitness Center.  The costs of operating, maintaining and
repairing the Fitness Center may be included as part of Expenses.  Tenant acknowledges that the provisions of
this Section shall not be deemed to be a representation by Landlord that
Landlord shall continuously maintain the Fitness Center (or any other fitness
facility) throughout the Term of this Lease, and Landlord shall have the right,
at Landlord’s sole discretion, to expand, contract, eliminate or otherwise
modify the Fitness Center. No expansion, contraction, elimination or
modification of the Fitness Center, and no termination of Tenant’s or the
Fitness Center Users’ rights to the Fitness Center shall entitle Tenant to an
abatement or reduction in Rent, or constitute a constructive eviction, or
result in an event of default by Landlord under this Lease.


26.10  Subject to the provisions of this
Section 26.10, so long as Tenant is not in Default under this Lease,
Tenant shall be entitled to use the Building’s shower facility (the “Shower Facility”). 
The use of the Shower Facility shall be subject to the reasonable rules
and regulations (including rules regarding hours of use) established from time
to time by Landlord for the Shower Facility. 
The costs of operating, maintaining and repairing the Shower Facility
shall be included as part of Expenses. 
Tenant acknowledges that the provisions of this Section shall not be
deemed to be a representation by Landlord that Landlord shall continuously
maintain the Shower Facility throughout the Term, and Landlord shall have the
right, at Landlord’s sole discretion, to expand, contract, eliminate or
otherwise modify the Shower Facility.  In
addition, in the event Landlord no longer owns the building located at 275
Shoreline Drive, Redwood City, California, the rights of Tenant and the users
of the Shower Facility to use the Shower Facility may, at Landlord’s option, be
terminated.  No expansion, contraction,
elimination or modification of the Shower Facility, and no termination of
Tenant’s or the user’s of the Shower facility rights to the Shower Facility
shall entitle Tenant to an abatement or reduction in Rent, constitute a
constructive eviction, or result in an event of default by Landlord under this
Lease. Tenant hereby voluntarily releases,
discharges, waives and relinquishes any and all actions or causes of action



 16
 









for
personal injury or property damage occurring to Tenant or its employees or
agents arising as a result of the use of the Shower Facility, or any activities
incidental thereto, wherever or however the same may occur, and further agrees
that Tenant will not prosecute any claim for personal injury or property damage
against Landlord or any of its officers, agents, servants or employees for any
said causes of action.  It is the
intention of Tenant with respect to the Shower Facility to exempt and relieve
Landlord from liability for personal injury or property damage caused by
negligence.


Landlord and
Tenant have executed this Lease as of the day and year first above written.


	
  

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CA-SHOREBREEZE LIMITED PARTNERSHIP, a

  
	
   

  	
   

  	
  Delaware limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  EOP Owner GP L.L.C., a Delaware limited liability

  company, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VERSANT
  CORPORATION, a California corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tenant’s Tax ID Number (SSN or FEIN):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
												



 



 17















EXHIBIT A


OUTLINE
AND LOCATION OF PREMISES


This Exhibit is attached to and made a part of the Office Lease
Agreement (the “Lease”) by and
between CA-SHOREBREEZE LIMITED
PARTNERSHIP, a Delaware limited partnership  (“Landlord”) and VERSANT CORPORATION, a California corporation  (“Tenant”) for space in the Building located at 255
Shoreline Drive, Redwood City, California.  Capitalized terms used but not defined herein
shall have the meanings given in the Lease.



 1















EXHIBIT B


EXPENSES
AND TAXES


This Exhibit is attached to and made a part of the Office Lease
Agreement (the “Lease”) by and
between CA-SHOREBREEZE LIMITED
PARTNERSHIP, a Delaware limited partnership  (“Landlord”) and VERSANT CORPORATION, a California corporation  (“Tenant”) for space in the Building located at 255
Shoreline Drive, Redwood City, California.  Capitalized terms used but not defined herein
shall have the meanings given in the Lease.


1.  Payments.


1.01  Tenant shall pay Tenant’s Pro Rata Share of the
amount, if any, by which Expenses (defined below) for each calendar year during
the Term exceed Expenses for the Base Year (the “Expense
Excess”) and also the amount, if any, by which Taxes (defined below)
for each calendar year during the Term exceed Taxes for the Base Year (the “Tax Excess”).  If
Expenses or Taxes in any calendar year decrease below the amount of Expenses or
Taxes for the Base Year, Tenant’s Pro Rata Share of Expenses or Taxes, as the
case may be, for that calendar year shall be $0.  Landlord shall provide Tenant with a good
faith estimate of the Expense Excess and of the Tax Excess for each calendar
year during the Term.  On or before the
first day of each month, Tenant shall pay to Landlord a monthly installment
equal to one-twelfth of Tenant’s Pro Rata Share of Landlord’s estimate of both
the Expense Excess and Tax Excess.  If
Landlord determines that its good faith estimate of the Expense Excess or of
the Tax Excess was incorrect by a material amount, Landlord may provide Tenant
with a revised estimate.  After its
receipt of the revised estimate, Tenant’s monthly payments shall be based upon
the revised estimate.  If Landlord does
not provide Tenant with an estimate of the Expense Excess or the Tax Excess by
January 1 of a calendar year, Tenant shall continue to pay monthly installments
based on the previous year’s estimate(s) until Landlord provides Tenant with
the new estimate.  Upon delivery of the
new estimate, an adjustment shall be made for any month for which Tenant paid
monthly installments based on the previous year’s estimate.  Tenant shall pay Landlord the amount of any
underpayment within 30 days after receipt of the new estimate.  Any overpayment shall be refunded to Tenant
within 30 days or credited against the next due future installment(s) of
Additional Rent.


1.02  As soon as is practical following the end of
each calendar year, Landlord shall furnish Tenant with a statement of the
actual Expenses and Expense Excess and the actual Taxes and Tax Excess for the
prior calendar year.  If the estimated
Expense Excess or estimated Tax Excess for the prior calendar year is more than
the actual Expense Excess or actual Tax Excess, as the case may be, for the
prior calendar year, Landlord shall either provide Tenant with a refund or
apply any overpayment by Tenant against Additional Rent due or next becoming
due, provided if the Term expires before the determination of the overpayment,
Landlord shall refund any overpayment to Tenant after first deducting the
amount of Rent due.  If the estimated
Expense Excess or estimated Tax Excess for the prior calendar year is less than
the actual Expense Excess or actual Tax Excess, as the case may be, for such
prior year, Tenant shall pay Landlord, within 30 days after its receipt of the
statement of Expenses or Taxes, any underpayment for the prior calendar year.


2.  Expenses.


2.01  Expenses”
means all costs and expenses incurred in each calendar year in connection with
operating, maintaining, repairing, and managing the Building and the Property.  Landlord agrees to act in a commercially
reasonable manner in incurring Expenses, taking into consideration the class
and the quality of the Building.  “Expenses”
shall include, but not be limited to: (a)  all labor and labor related costs, including wages,
salaries, bonuses, taxes, insurance, uniforms, training, retirement plans,
pension plans and other employee benefits; (b) management fees;
(c) the cost of equipping, staffing and operating an on-site and/or
off-site management office for the Building, provided if the management office
services one or more other buildings or properties, the shared costs and
expenses of equipping, staffing and operating such management office(s) shall
be equitably prorated and apportioned between the Building and the other
buildings or properties; (d) accounting costs; (e) the cost of
services; (f) rental and purchase cost of parts, supplies, tools and
equipment; (g) insurance premiums and deductibles (provided, however, that
insurance deductibles with respect to earthquake coverage shall not exceed 5%
of the total insurable value of the Property on a per occurrence basis and all
other insurance deductibles shall not exceed $100,000.00 per occurrence);
(h) electricity, gas and other utility costs; and (i) the amortized cost
of capital improvements (as distinguished from replacement parts or components
installed in the ordinary course of business) made subsequent to the Base Year
which are:  (1) performed primarily
to reduce current or future operating expense costs, upgrade Building security
or otherwise improve the operating efficiency of the



 1
 









Property; or
(2) required to comply with any Laws that are enacted, or first
interpreted to apply to the Property, after the date of the Lease.  The cost of capital improvements shall be
amortized by Landlord over the lesser of the Payback Period (defined below) or
the useful life of the capital improvement as reasonably determined by
Landlord. The amortized cost of capital improvements may, at Landlord’s option,
include actual or imputed interest at the rate that Landlord would reasonably
be required to pay to finance the cost of the capital improvement. “Payback Period”
means the reasonably estimated period of time that it takes for the cost
savings resulting from a capital improvement to equal the total cost of the
capital improvement. Landlord, by itself or through an affiliate, shall
have the right to directly perform, provide and be compensated for any services
under the Lease. If Landlord incurs Expenses for the Building or Property
together with one or more other buildings or properties, whether pursuant to a
reciprocal easement agreement, common area agreement or otherwise, the shared
costs and expenses shall be equitably prorated and apportioned between the
Building and Property and the other buildings or properties.


2.02  Expenses shall not include: the cost of
capital improvements (except as set forth above); depreciation; principal
payments of mortgage and other non-operating debts of Landlord; the cost of
repairs or other work to the extent Landlord is reimbursed by insurance or
condemnation proceeds; costs in connection with leasing space in the Building,
including brokerage commissions; lease concessions, rental abatements and
construction allowances granted to specific tenants; costs incurred in
connection with the sale, financing or refinancing of the Building; fines,
interest and penalties incurred due to the late payment of Taxes or Expenses;
organizational expenses associated with the creation and operation of the entity
which constitutes Landlord; any penalties or damages that Landlord pays to
Tenant under this Lease or to other tenants in the Building under their
respective leases; or sums (other than
management fees, it being agreed that the management fees included in Expenses
are as described in Section 2.01 above) paid to subsidiaries or other
affiliates of Landlord for services on or to the Property, Building and/or
Premises, but only to the extent that the costs of such services exceed the
competitive cost for such services rendered by persons or entities of similar
skill, competence and experience.


2.03  If at any time during a calendar year the
Building is not at least 95% occupied or Landlord is not supplying services to
at least 95% of the total Rentable Square Footage of the Building, Expenses
shall, at Landlord’s option, be determined as if the Building had been 95%
occupied and Landlord had been supplying services to 95% of the Rentable Square
Footage of the Building during that calendar year.  If Expenses for a calendar year are
determined as provided in the prior sentence, Expenses for the Base Year shall
also be determined in such manner. Notwithstanding the foregoing, Landlord may
calculate the extrapolation of Expenses under this Section based on 100% occupancy
and service so long as such percentage is used consistently for each year of
the Term. The extrapolation of Expenses under this Section shall be performed
in accordance with the methodology specified by the Building Owners and
Managers Association.


3.  “Taxes” shall
mean:  (a) all real property taxes
and other assessments on the Building and/or Property, including, but not
limited to, gross receipts taxes, assessments for special improvement districts
and building improvement districts, governmental charges, fees and assessments
for police, fire, traffic mitigation or other governmental service of purported
benefit to the Property, taxes and assessments levied in substitution or
supplementation in whole or in part of any such taxes and assessments and the
Property’s share of any real estate taxes and assessments under any reciprocal
easement agreement, common area agreement or similar agreement as to the
Property; (b) all personal property taxes for property that is owned by
Landlord and used in connection with the operation, maintenance and repair of
the Property; and (c) all costs and fees incurred in connection with
seeking reductions in any tax liabilities described in (a) and (b), including,
without limitation, any costs incurred by Landlord for compliance, review and
appeal of tax liabilities.  Without
limitation, Taxes shall not include any income, capital levy, transfer, capital
stock, gift, estate or inheritance tax. If a change in Taxes is obtained for any
year of the Term during which Tenant paid Tenant’s Pro Rata Share of any Tax
Excess, then Taxes for that year will be retroactively adjusted and Landlord
shall provide Tenant with a credit, if any, based on the adjustment.  Likewise, if a change is obtained for Taxes
for the Base Year, Taxes for the Base Year shall be restated and the Tax Excess
for all subsequent years shall be recomputed. 
Tenant shall pay Landlord the amount of Tenant’s Pro Rata Share of any
such increase in the Tax Excess within 30 days after Tenant’s receipt of a
statement from Landlord.


4.  Audit Rights.  Within 120 days after receiving Landlord’s
statement of Expenses (or, with respect to the Base Year Expenses, within 120
days after receiving Landlord’s initial statement of Expenses for the Base
Year) (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written
notice (“Review Notice”) that Tenant intends to
review



 2
 









Landlord’s records of the
Expenses for the calendar year (or Base Year, as applicable) to which the
statement applies, and within 120 days after sending the Review Notice to
Landlord (such period is referred to as the “Request
for Information Period”), Tenant shall send Landlord a written
request identifying, with a reasonable degree of specificity, the information
that Tenant desires to review (the “Request
for Information”).  Within a
reasonable time after Landlord’s receipt of a timely Request for Information
and executed Audit Confidentiality Agreement (referenced below), Landlord, as
determined by Landlord, shall forward to Tenant, or make available for
inspection on site at such location deemed reasonably appropriate by Landlord,
such records (or copies thereof) for the applicable calendar year (or Base
Year, as applicable) that are reasonably necessary for Tenant to conduct its
review of the information appropriately identified in the Request for
Information.  Within 90 days after any
particular records are made available to Tenant (such period is referred to as
the “Objection Period”), Tenant
shall have the right to give Landlord written notice (an “Objection
Notice”) stating in reasonable detail any objection to Landlord’s
statement of Expenses for that year which relates to the records that have been
made available to Tenant.  If Tenant
provides Landlord with a timely Objection Notice, Landlord and Tenant shall
work together in good faith to resolve any issues raised in Tenant’s Objection
Notice.  If Landlord and Tenant determine
that Expenses for the calendar year are less than reported, Landlord shall
provide Tenant with a credit against the next installment of Rent in the amount
of the overpayment by Tenant.  Likewise,
if Landlord and Tenant determine that Expenses for the calendar year are
greater than reported, Tenant shall pay Landlord the amount of any underpayment
within 30 days.  If Tenant fails to give
Landlord an Objection Notice with respect to any records that have been made
available to Tenant prior to expiration of the Objection Period applicable to
the records which have been provided to Tenant, Tenant shall be deemed to have
approved Landlord’s statement of Expenses with respect to the matters reflected
in such records and shall be barred from raising any claims regarding the
Expenses relating to such records for that year.  If Tenant fails to provide Landlord with a
Review Notice prior to expiration of the Review Notice Period or fails to
provide Landlord with a Request for Information prior to expiration of the
Request for Information Period described above, Tenant shall be deemed to have
approved Landlord’s statement of Expenses and shall be barred from raising any
claims regarding the Expenses for that year.


If Tenant retains an
agent to review Landlord’s records, the agent must be with a CPA firm licensed
to do business in the state or commonwealth where the Property is located.  Tenant shall be solely responsible for all
costs, expenses and fees incurred for the audit, and the fees charged cannot be
based in whole or in part on a contingency basis.  The records and related information obtained
by Tenant shall be treated as confidential, and applicable only to the
Building, by Tenant and its auditors, consultants and other parties reviewing
such records on behalf of Tenant (collectively, “Tenant’s Auditors”), and, prior to making any records
available to Tenant or Tenant’s Auditors, Landlord may require Tenant and
Tenant’s Auditors to each execute a reasonable confidentiality agreement (“Audit Confidentiality Agreement”) in
accordance with the foregoing.  In no
event shall Tenant be permitted to examine Landlord’s records or to dispute any
statement of Expenses unless Tenant has paid and continues to pay all Rent when
due.



 3















EXHIBIT C


WORK
LETTER


This Exhibit is attached to and made a part of the Office Lease
Agreement (the “Lease”) by and
between CA-SHOREBREEZE LIMITED
PARTNERSHIP, a Delaware limited partnership  (“Landlord”) and VERSANT CORPORATION, a California corporation  (“Tenant”) for space in the Building located at 255
Shoreline Drive, Redwood City, California.  Capitalized terms used but not defined herein
shall have the meanings given in the Lease.


As used in this Work
Letter, the “Premises” shall be
deemed to mean the Premises, as initially defined in the attached Lease.


1.                                       This
Work Letter shall set forth the obligations of Landlord and Tenant with respect
to the improvements to be performed in the Premises for Tenant’s use.  All improvements described in this Work Letter
to be constructed in and upon the Premises by Landlord are hereinafter referred
to as the “Landlord Work.”  It is agreed that construction of the
Landlord Work will be completed at Tenant’s sole cost and expense, subject to
the Allowance (as defined below). 
Landlord and Tenant acknowledge that Plans (hereinafter defined) for the
Landlord Work have not yet been prepared; provided, however that the Plans
shall be substantially consistent with the space plans dated March 20, 2007
prepared by AP+I Designs and attached hereto as Exhibit C-1 (the “Space Plans”).  Landlord shall enter into a direct contract
for the Landlord Work with a general contractor selected by Landlord; provided,
however that Landlord shall competitively bid the Landlord Work (as determined
by Landlord in Landlord’s reasonable discretion) to South Bay Construction,
Venture Builders and McClarney Construction. 
The general contractor with the lowest bid that commits to Landlord’s
scheduling requirements (after adjustment for inconsistent qualifications,
clarifications and exclusions) shall be selected.  In addition, Landlord shall have the right to
select and/or approve of any subcontractors used in connection with the
Landlord Work.


2.                                       Tenant
shall be solely responsible for the timely preparation and submission to
Landlord of the final architectural, electrical and mechanical construction
drawings, plans and specifications (called “Plans”)
necessary to construct the Landlord Work, which plans shall be substantially
consistent with the Space Plans and shall be subject to approval by Landlord
and Landlord’s architect and engineers and shall comply with their requirements
to avoid aesthetic or other conflicts with the design and function of the
balance of the Building.  Tenant shall be
responsible for all elements of the design of Tenant’s plans (including,
without limitation, compliance with law, functionality of design, the
structural integrity of the design, the configuration of the Premises and the
placement of Tenant’s furniture, appliances and equipment), and Landlord’s
approval of Tenant’s plans shall in no event relieve Tenant of the
responsibility for such design.  If
requested by Tenant, Landlord’s architect will prepare the Plans necessary for
such construction at Tenant’s cost.  Whether
or not the layout and Plans are prepared with the help (in whole or in part) of
Landlord’s architect, Tenant agrees to remain solely responsible for the timely
preparation and submission of the Plans and for all elements of the design of
such Plans and for all costs related thereto. 
Tenant has assured itself by direct communication with the architect and
engineers (Landlord’s or its own, as the case may be) that the final approved
Plans can be delivered to Landlord on or before April 9, 2007 (the “Plans Due Date”), provided that Tenant
promptly furnishes complete information concerning its requirements to said
architect and engineers as and when requested by them.  Tenant covenants and agrees to cause said
final, approved Plans to be delivered to Landlord on or before said Plans Due
Date and to devote such time as may be necessary in consultation with said
architect and engineers to enable them to complete and submit the Plans within
the required time limit.  Time is of the
essence in respect of preparation and submission of Plans by Tenant.  If the Plans are not fully completed and
approved by the Plans Due Date, Tenant shall be responsible for one day of
Tenant Delay (as defined in the Lease to which this Exhibit is attached) for
each day during the period beginning on the day following the Plans Due Date
and ending on the date completed Plans are approved.  Landlord and Tenant acknowledge and agree
that the parties shall meet once weekly to discuss the construction of the
Landlord Work.  The day and time of said
meetings shall be mutually agreed upon by Landlord and Tenant.  (The word “architect” as used in this Exhibit
shall include an interior designer or space planner.)


3.                                       If
Landlord’s estimate and/or the actual cost of construction shall exceed the Allowance,
Landlord, prior to commencing any construction of Landlord Work, shall submit
to Tenant a written estimate setting forth the anticipated cost of the Landlord
Work, including but not limited to labor and materials, contractor’s fees and
permit fees.  Within 3 Business Days



 1
 









thereafter, Tenant shall either notify Landlord in
writing of its approval of the cost estimate, or specify its objections thereto
and any desired changes to the proposed Landlord Work.  If Tenant notifies Landlord of such objections
and desired changes, Tenant shall work with Landlord to reach a mutually
acceptable alternative cost estimate.


4.                                       If
Landlord’s estimate and/or the actual cost of construction shall exceed the
Allowance, if any (such amounts exceeding the Allowance being herein referred
to as the “Excess Costs”), Tenant
shall pay to Landlord such Excess Costs, plus any applicable state sales or use
tax thereon, within 30 days receipt of notice from Landlord.  The statements of costs submitted to Landlord
by Landlord’s contractors shall be conclusive for purposes of determining the
actual cost of the items described therein. 
The amounts payable by Tenant hereunder constitute Rent payable pursuant
to the Lease, and the failure to timely pay same constitutes an event of
default under the Lease.


5.                                       If
Tenant shall request any change, addition or alteration in any of the Plans
after approval by Landlord, Landlord shall have such revisions to the drawings
prepared, and Tenant shall reimburse Landlord for the cost thereof, plus any
applicable state sales or use tax thereon, within 30 days receipt of notice
from Landlord.  Promptly upon completion
of the revisions, Landlord shall notify Tenant in writing of the increased cost
which will be chargeable to Tenant by reason of such change, addition or
deletion.  Tenant, within one Business
Day, shall notify Landlord in writing whether it desires to proceed with such
change, addition or deletion.  In the absence
of such written authorization, Landlord shall have the option to continue work
on the Premises disregarding the requested change, addition or alteration, or
Landlord may elect to discontinue work on the Premises until it receives notice
of Tenant’s decision, in which event Tenant shall be responsible for any Tenant
Delay in completion of the Premises resulting therefrom.  If such revisions result in a higher estimate
of the cost of construction and/or higher actual construction costs which
exceed the Allowance, such increased estimate or costs shall be deemed Excess
Costs pursuant to Paragraph 4 hereof and Tenant shall pay such Excess
Costs, plus any applicable state sales or use tax thereon, upon demand.


6.                                       Following
approval of the Plans and the payment by Tenant of the required portion of the
Excess Costs, if any, Landlord shall cause the Landlord Work to be constructed
substantially in accordance with the approved Plans.  Landlord shall notify Tenant of substantial
completion of the Landlord Work.


7.                                       Landlord,
provided Tenant is not in default, agrees to provide Tenant with an allowance
(the “Allowance”) in an amount not
to exceed $101,370.00 (i.e., $15.00 per rentable square foot of the Premises)
to be applied toward the cost of the Landlord Work in the Premises.  If the Allowance shall not be sufficient to
complete the Landlord Work, Tenant shall pay the Excess Costs, plus any
applicable state sales or use tax thereon, as prescribed in Paragraph 4
above.  If the cost of the Landlord Work
is less than the Allowance, Tenant, provided it is not in default under the
Lease, shall be entitled to apply such unused Allowance (the “Cabling Allowance”) toward the cost of
purchasing and installing telephone and computer cabling in the Premises.  All such costs, as evidenced by invoices for
same, are referred to herein as the “Cabling
Costs”.  Landlord shall
disburse the Cabling Allowance, or applicable portion thereof (not to exceed
the actual Cabling Costs), to Tenant within thirty (30) days after the later to
occur of (i) receipt of paid invoices from Tenant with respect to Tenant’s actual
Cabling Costs, and (ii) completion of the Landlord Work.  However, notwithstanding the foregoing, any
portion of the Allowance which exceeds the cost of the Landlord Work and the
Cabling Costs or is otherwise remaining after November 30, 2007, shall accrue
to the sole benefit of Landlord, it being agreed that Tenant shall not be
entitled to any credit, offset, abatement or payment with respect thereto.  Landlord shall be entitled to deduct from the
Allowance a construction management fee for Landlord’s oversight of the
Landlord Work in an amount equal to 3% of the total cost of the Landlord Work.


8.                                       This
Exhibit shall not be deemed applicable to any additional space added to the
Premises at any time or from time to time, whether by any options under the
Lease or otherwise, or to any portion of the original Premises or any additions
to the Premises in the event of a renewal or extension of the original Term of
the Lease, whether by any options under the Lease or otherwise, unless
expressly so provided in the Lease or any amendment or supplement to the Lease.



 2















EXHIBIT
C-1


SPACE
PLANS


This Exhibit is attached to and made a part of the Office Lease
Agreement (the “Lease”) by and
between CA-SHOREBREEZE LIMITED
PARTNERSHIP, a Delaware limited partnership  (“Landlord”) and VERSANT CORPORATION, a California corporation  (“Tenant”) for space in the Building located at 255
Shoreline Drive, Redwood City, California.  Capitalized terms used but not defined herein
shall have the meanings given in the Lease.



 1















EXHIBIT D


COMMENCEMENT
LETTER


This Exhibit is attached to and made a part of the Office Lease
Agreement (the “Lease”) by and
between CA-SHOREBREEZE LIMITED
PARTNERSHIP, a Delaware limited partnership  (“Landlord”) and VERSANT CORPORATION, a California corporation  (“Tenant”) for space in the Building located at 255
Shoreline Drive, Redwood City, California.  Capitalized terms used but not defined herein
shall have the meanings given in the Lease.


(EXAMPLE)


	
  Date

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Tenant

  	
   

  	
  VERSANT CORPORATION, a California corporation

  
	
  Address

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


Re:                               Commencement
Letter with respect to that certain Lease dated as of                ,
20   , by and between CA-SHOREBREEZE
LIMITED PARTNERSHIP, a Delaware limited partnership, as Landlord, and VERSANT CORPORATION, a
California corporation, as Tenant, for 6,758
rentable square feet on the fourth floor of the Building located at 255
Shoreline Drive, Redwood City, California.


	
  Lease Id:

  	
   

  	
   

  
	
  Business Unit
  Number:

  	
   

  	
   

  
					



 


Dear                                   :


In accordance with
the terms and conditions of the above referenced Lease, Tenant accepts
possession of the Premises and acknowledges:


1.         The
Commencement Date of the Lease is                                      ;


2.         The
Termination Date of the Lease is                                              .


Please acknowledge
the foregoing and your acceptance of possession by signing all 3 counterparts
of this Commencement Letter in the space provided and returning 2 fully
executed counterparts to my attention. 
Tenant’s failure to execute and return this letter, or to provide
written objection to the statements contained in this letter, within 30 days
after the date of this letter shall be deemed an approval by Tenant of the
statements contained herein.


Sincerely,


 


 


	
  

  	
   

  
	
  Authorized Signatory

  



 


Acknowledged and
Accepted:


Tenant:     VERSANT CORPORATION, a California corporation


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
				



 


cc:    EOP Lease Administration


EOP Leasing AA


EOP Legal



 1















EXHIBIT E


BUILDING
RULES AND REGULATIONS


This Exhibit is attached to and made a part of the Office Lease
Agreement (the “Lease”) by and
between CA-SHOREBREEZE LIMITED
PARTNERSHIP, a Delaware limited partnership  (“Landlord”) and VERSANT CORPORATION, a California corporation  (“Tenant”) for space in the Building located at 255
Shoreline Drive, Redwood City, California.  Capitalized terms used but not defined herein
shall have the meanings given in the Lease.


The following
rules and regulations shall apply, where applicable, to the Premises, the
Building, the parking facilities (if any), the Property and the
appurtenances.  In the event of a
conflict between the following rules and regulations and the remainder of the
terms of the Lease, the remainder of the terms of the Lease shall control.


1.                                       Sidewalks,
doorways, vestibules, halls, stairways and other similar areas shall not be
obstructed by Tenant or used by Tenant for any purpose other than ingress and
egress to and from the Premises.  No
rubbish, litter, trash, or material shall be placed, emptied, or thrown in
those areas.  At no time shall Tenant
permit Tenant’s employees to loiter in Common Areas or elsewhere about the
Building or Property.


2.                                       Plumbing
fixtures and appliances shall be used only for the purposes for which designed
and no sweepings, rubbish, rags or other unsuitable material shall be thrown or
placed in the fixtures or appliances.


3.                                       No
signs, advertisements or notices shall be painted or affixed to windows, doors
or other parts of the Building, except those of such color, size, style and in
such places as are first approved in writing by Landlord.  All tenant identification and suite numbers
at the entrance to the Premises shall be installed by Landlord, at Tenant’s
cost and expense, using the standard graphics for the Building. Except in
connection with the hanging of lightweight pictures and wall decorations, no
nails, hooks or screws shall be inserted into any part of the Premises or
Building except by the Building maintenance personnel without Landlord’s prior
approval, which approval shall not be unreasonably withheld.


4.                                       Landlord
may provide and maintain in the first floor (main lobby) of the Building an
alphabetical directory board or other directory device listing tenants and no
other directory shall be permitted unless previously consented to by Landlord
in writing.


5.                                       Tenant
shall not place any lock(s) on any door in the Premises or Building without
Landlord’s prior written consent, which consent shall not be unreasonably
withheld, and Landlord shall have the right at all times to retain and use keys
or other access codes or devices to all locks within and into the
Premises.  A reasonable number of keys to
the locks on the entry doors in the Premises shall be furnished by Landlord to
Tenant at Tenant’s cost and Tenant shall not make any duplicate keys.  All keys shall be returned to Landlord at the
expiration or early termination of the Lease.


6.                                       All
contractors, contractor’s representatives and installation technicians
performing work in the Building shall be subject to Landlord’s prior approval,
which approval shall not be unreasonably withheld, and shall be required to
comply with Landlord’s standard rules, regulations, policies and procedures,
which may be revised from time to time.


7.                                       Movement
in or out of the Building of furniture or office equipment, or dispatch or
receipt by Tenant of merchandise or materials requiring the use of elevators,
stairways, lobby areas or loading dock areas, shall be performed in a manner
and restricted to hours reasonably designated by Landlord.  Tenant shall obtain Landlord’s prior approval
by providing a detailed listing of the activity, including the names of any
contractors, vendors or delivery companies, which approval shall not be
unreasonably withheld.  Tenant shall
assume all risk for damage, injury or loss in connection with the activity.


8.                                       Landlord
shall have the right to approve the weight, size, or location of heavy
equipment or articles in and about the Premises, which approval shall not be unreasonably
withheld; provided that approval by Landlord shall not relieve Tenant from
liability for any damage in connection with such heavy equipment or articles


9.                                       Corridor
doors, when not in use, shall be kept closed.


10.                                 Tenant
shall not:  (a) make or permit any
improper, objectionable or unpleasant noises or odors in the Building, or
otherwise interfere in any way with other tenants or persons



 1
 









having business with them; (b) solicit business or distribute or
cause to be distributed, in any portion of the Building, handbills, promotional
materials or other advertising; or (c) conduct or permit other activities
in the Building that might, in Landlord’s sole opinion, constitute a nuisance.


11.                                 No
animals, except those assisting handicapped persons, shall be brought into the
Building or kept in or about the Premises.


12.                                 No
inflammable, explosive or dangerous fluids or substances shall be used or kept
by Tenant in the Premises, Building or about the Property, except for those substances as are typically found
in similar premises used for general office purposes and are being used by
Tenant in a safe manner and in accordance with all applicable Laws.  Tenant shall not, without Landlord’s prior
written consent, use, store, install, spill, remove, release or dispose of,
within or about the Premises or any other portion of the Property, any
asbestos-containing materials or any solid, liquid or gaseous material now or
subsequently considered toxic or hazardous under the provisions of 42 U.S.C.
Section 9601 et seq. or any other applicable environmental Law which may
now or later be in effect.  Tenant shall
comply with all Laws pertaining to and governing the use of these materials by
Tenant and shall remain solely liable for the costs of abatement and removal.


13.                                 Tenant
shall not use or occupy the Premises in any manner or for any purpose which
might injure the reputation or impair the present or future value of the
Premises or the Building. Tenant shall not use, or permit any part of the
Premises to be used for lodging, sleeping or for any illegal purpose.


14.                                 Tenant
shall not take any action which would violate Landlord’s labor contracts or
which would cause a work stoppage, picketing, labor disruption or dispute or
interfere with Landlord’s or any other tenant’s or occupant’s business or with
the rights and privileges of any person lawfully in the Building (“Labor Disruption”). 
Tenant shall take the actions necessary to resolve the Labor Disruption,
and shall have pickets removed and, at the request of Landlord, immediately
terminate any work in the Premises that gave rise to the Labor Disruption,
until Landlord gives its written consent for the work to resume.  Tenant shall have no claim for damages
against Landlord or any of the Landlord Related Parties nor shall the
Commencement Date of the Term be extended as a result of the above actions.


15.                                 Tenant
shall not install, operate or maintain in the Premises or in any other area of
the Building, electrical equipment that would overload the electrical system
beyond its capacity for proper, efficient and safe operation as determined
solely by Landlord.  Tenant shall not
furnish cooling or heating to the Premises, including, without limitation, the
use of electric or gas heating devices, without Landlord’s prior written
consent.  Tenant shall not use more than
its proportionate share of telephone lines and other telecommunication
facilities available to service the Building.


16.                                 Tenant
shall not operate or permit to be operated a coin or token operated vending
machine or similar device (including, without limitation, telephones, lockers,
toilets, scales, amusement devices and machines for sale of beverages, foods,
candy, cigarettes and other goods), except for machines for the exclusive use
of Tenant’s employees and invitees.


17.                                 Bicycles
and other vehicles are not permitted inside the Building or on the walkways
outside the Building, except in areas designated by Landlord.


18.                                 Landlord
may from time to time adopt systems and procedures for the security and safety
of the Building and Property, its occupants, entry, use and contents.  Tenant, its agents, employees, contractors,
guests and invitees shall comply with Landlord’s systems and procedures.


19.                                 Landlord
shall have the right to prohibit the use of the name of the Building or any
other publicity by Tenant that in Landlord’s sole opinion may impair the
reputation of the Building or its desirability. 
Upon written notice from Landlord, Tenant shall refrain from and
discontinue such publicity immediately.


20.                                 Neither
Tenant nor its agents, employees, contractors, guests or invitees shall smoke
or permit smoking in the Common Areas, unless a portion of the Common Areas
have been declared a designated smoking area by Landlord, nor shall the above
parties allow smoke from the Premises to emanate into the Common Areas or any
other part of the



 2
 









Building.  Landlord shall have
the right to designate the Building (including the Premises) as a non-smoking
building.


21.                                 Landlord
shall have the right to designate and approve standard window coverings for the
Premises and to establish rules to assure that the Building presents a uniform
exterior appearance.  Tenant shall
ensure, to the extent reasonably practicable, that window coverings are closed
on windows in the Premises while they are exposed to the direct rays of the
sun.


22.                                 Deliveries
to and from the Premises shall be made only at the times in the areas and
through the entrances and exits reasonably designated by Landlord.  Tenant shall not make deliveries to or from
the Premises in a manner that might interfere with the use by any other tenant
of its premises or of the Common Areas, any pedestrian use, or any use which is
inconsistent with good business practice.


23.                                 The
work of cleaning personnel shall not be hindered by Tenant after 5:30 P.M., and cleaning work may be done at
any time when the offices are vacant. Windows, doors and fixtures may be
cleaned at any time.  Tenant shall
provide adequate waste and rubbish receptacles to prevent unreasonable hardship
to the cleaning service.


24.                                 Fitness
Center Rules.  Tenant shall cause its
employees (whether members or prospective members of the Fitness Center) to
comply with the following Fitness Center rules and regulations (subject to
change from time to time as Landlord may solely determine):


A.                                   Membership
in the Fitness Center is open to the tenants of Shorebreeze I and Shorebreeze II.  No guests will be permitted to use the
Fitness Center without the prior written approval of Landlord or Landlord’s
representative.


B.                                     Fitness
Center users are not allowed to be in the Fitness Center other than the hours
designated by Landlord from time to time. 
Landlord shall have the right to alter the hours of use of the Fitness
Center, at Landlord’s sole discretion.


C.                                     All
Fitness Center users must execute Landlord’s Waiver of Liability prior to use
of the Fitness Center and agree to all terms and conditions outlined therein.


D.                                    Individual
membership and guest keycards to the Fitness Center shall not be shared and
shall only be used by the individual to whom such keycard was issued.  Failure to abide by this rule may result in
immediate termination of such Fitness Center user’s right to use the Fitness
Center.


E.                                      All
Fitness Center users and approved guests must have a pre-authorized keycard to
enter the Fitness Center.  A
pre-authorized keycard shall not be issued to a prospective Fitness Center user
until receipt by Landlord of Landlord’s initial fee, if any, for use of the
Fitness Center by such Fitness Center user(s).


F.                                      Use
of the Fitness Center is a privilege and not a right.  Failure to follow gym rules or to act
inappropriately while using the facilities shall result in termination of
Tenant’s Fitness Center privileges.



 3
 









EXHIBIT F


ADDITIONAL PROVISIONS


This Exhibit is attached to and made a part of the Office Lease
Agreement (the “Lease”) by and
between CA-SHOREBREEZE LIMITED
PARTNERSHIP, a Delaware limited partnership  (“Landlord”) and VERSANT CORPORATION, a California corporation  (“Tenant”) for space in the Building located at 255
Shoreline Drive, Redwood City, California.  Capitalized terms used but not defined herein
shall have the meanings given in the Lease.


1.                                       Renewal Option.


A.                                   Grant
of Option; Conditions.  Tenant shall
have the right to extend the Term (the “Renewal Option”)
for one additional period of one (1) year commencing on the day following the
Termination Date of the initial Term and ending on the first anniversary
of the Termination Date (the “Renewal Term”),
if:


1.                                       Landlord
receives notice of exercise (“Initial Renewal Notice”)
not less than 6 full calendar months prior to the expiration of the initial
Term and not more than 9 full calendar months prior to the expiration of the
initial Term; and


2.                                       Tenant
is not in default under the Lease beyond any applicable cure periods at the
time that Tenant delivers its Initial Renewal Notice or at the time Tenant
delivers its Binding Notice (as defined below); and


3.                                       No
part of the Premises is sublet (other than pursuant to a Business Transfer, as
defined in Section 11.04 of the Lease) at the time that Tenant delivers
its Initial Renewal Notice or at the time Tenant delivers its Binding Notice;
and


4.                                       The
Lease has not been assigned (other than pursuant to a Business Transfer, as
defined in Section 11.04 of the Lease) prior to the date that Tenant
delivers its Initial Renewal Notice or prior to the date Tenant delivers its
Binding Notice.


B.                                     Terms
Applicable to Premises During Renewal Term.


1.                                       The
initial Base Rent rate per rentable square foot for the Premises during the
Renewal Term shall equal the Prevailing Market (hereinafter defined) rate per
rentable square foot for the Premises.  Base Rent during the Renewal Term shall increase,
if at all, in accordance with the increases assumed in the determination of
Prevailing Market rate.  Base Rent
attributable to the Premises shall be payable in monthly installments in
accordance with the terms and conditions of the Lease.


2.                                       Tenant
shall pay Additional Rent (i.e. Taxes and Expenses) for the Premises during the
Renewal Term in accordance with the Lease, and the manner and method in which
Tenant reimburses Landlord for Tenant’s share of Taxes and Expenses and the
Base Year, if any, applicable to such matter, shall be some of the factors
considered in determining the Prevailing Market rate for the Renewal Term.


C.                                     Procedure
for Determining Prevailing Market. 
Within 30 days after receipt of Tenant’s Initial Renewal Notice,
Landlord shall advise Tenant of the applicable Base Rent rate for the Premises
for the Renewal Term (“Landlord’s Renewal
Base Rent Notice”), which shall reflect the Prevailing Market rate
(described below in this Section) per rentable square foot for the
Premises.  Tenant, within 15 days
after Tenant’s receipt of Landlord’s Renewal Base Rent Notice, shall either
(i) give Landlord written notice (“Binding
Notice”) that Tenant accepts the
Base Rent rate for the Premises for the Renewal Term described in Landlord’s
Renewal Base Rent Notice, in which event the parties shall enter into the
Renewal Amendment as described in the “Renewal Amendment”) provision below, or
(ii) if Tenant disagrees with Landlord’s determination of the applicable
Base Rent rate for the Premises during the Renewal Term, provide Landlord with
written notice of rejection (the “Rejection Notice”).  If Tenant fails to provide Landlord with
either a Binding Notice or Rejection Notice within such 15 day



 4
 









period, Tenant’s Renewal Option shall be null and void
and of no further force and effect.  If
Tenant provides Landlord with a Binding Notice, Landlord and Tenant shall enter
into the Renewal Amendment (as defined below) upon the terms and conditions set
forth herein.  If Tenant provides
Landlord with a Rejection Notice, Landlord and Tenant shall work together in
good faith to agree upon the Prevailing Market rate for the Premises during the
Renewal Term.  When Landlord and Tenant
have agreed upon the Prevailing Market rate for the Premises, such agreement
shall be reflected in a written agreement between Landlord and Tenant, whether
in a letter or otherwise (and such shall be deemed a “Binding Notice”, for
purposes herein), and Landlord and Tenant shall enter into the Renewal
Amendment in accordance with the terms and conditions hereof.  Notwithstanding the foregoing, if Landlord
and Tenant are unable to agree upon the Prevailing Market rate for the Premises
within 30 days after the date Tenant provides Landlord with the Rejection
Notice, Tenant’s Renewal Option shall be deemed to be null and void and of no
force and effect.


D.                                    Renewal
Amendment.  If Tenant is entitled to and
properly exercises its Renewal Option, and if Tenant provides Landlord with a
Binding Notice (as described above) or Landlord and Tenant otherwise agree upon
the Prevailing Market rate for the Premises applicable during the Renewal Term,
Landlord shall prepare an amendment (the “Renewal Amendment”)
to reflect changes in the Base Rent, Term, Termination Date and other
appropriate terms.  The Renewal Amendment
shall be sent to Tenant within a reasonable time after Landlord’s receipt of
the Binding Notice or other written agreement by Landlord and Tenant regarding
the Prevailing Market rate, and Tenant shall execute and return the Renewal
Amendment to Landlord within 15 days after Tenant’s receipt of same, but, upon
final determination of the Prevailing Market rate applicable during the Renewal
Term as described herein, an otherwise valid exercise of the Renewal Option
shall be fully effective whether or not the Renewal Amendment is executed.


E.                                      Definition
of Prevailing Market. For purposes of this Renewal Option, “Prevailing Market” shall mean the arms length fair market
annual rental rate per rentable square foot under renewal leases and amendments
entered into on or about the date on which the Prevailing Market is being
determined hereunder for space comparable to the Premises in the Building and office
buildings comparable to the Building in the Redwood City, California area.  The determination of Prevailing Market shall
take into account any material economic differences between the terms of this
Lease and any comparison lease or amendment, such as rent abatements,
construction costs and other concessions, and the manner, if any, in which the
landlord under any such lease is reimbursed for operating expenses and
taxes.  The determination of Prevailing
Market shall also take into consideration any reasonably anticipated changes in
the Prevailing Market rate from the time such Prevailing Market rate is being
determined and the time such Prevailing Market rate will become effective under
this Lease.


2.                                       Supplemental HVAC.  To the extent included in the Plans described
in Exhibit C attached to this Lease, Landlord shall install a supplemental HVAC
unit (“Supplemental HVAC”) and
submeter for use in Tenant’s computer room located in the Premises, subject to
the terms of the Work Letter and this Section. 
The size and design of the supplemental HVAC unit(s) and the manner in
which the Supplemental HVAC units will be
vented and access outside air, if applicable, shall be subject to
Landlord’s prior reasonable written approval. 
Tenant shall be responsible, at its cost, for maintaining and repairing
the Supplemental HVAC unit and submeter to the reasonable satisfaction of
Landlord and the cost of electricity that is consumed by the Supplemental HVAC
as measured by the submeter.  In no
event, however, shall the size of Tenant’s Supplemental HVAC unit exceed five
(5) tons.  Upon expiration or earlier
termination of this Lease, title to the Supplemental HVAC unit and submeter
shall pass to Landlord.


3.                                       Additional Provisions. 
Notwithstanding anything to the contrary contained in the Lease:


A.                                   Permitted Use.  No
portion of the Premises shall be used for any of the following uses:  any pornographic or obscene purposes, any
commercial sex establishment, any pornographic, obscene, nude or semi-nude
performances, modeling, materials, activities, or sexual conduct or any other
use that, as of the time of the execution hereof, has or could reasonably be
expected to have a material adverse effect on the Property or its use, operation
or value.



 5
 









B.                                     Proceeds.


1.                                       Nothing in the Lease shall be deemed to prevent
Proceeds (defined below) from being held and disbursed by any Mortgagee in
accordance with the terms of the applicable Mortgage loan documents.
However, if, in the event of any Casualty or partial Taking, any
obligation of Landlord under the Lease to restore the Premises or the Building
is materially diminished by the operation of the preceding sentence, then
Landlord, as soon as reasonably practicable after the occurrence of such Casualty
or partial Taking, shall provide written notice to Tenant describing such
diminution with reasonably specificity, whereupon Tenant, by written notice to
Landlord delivered within 10 days after receipt of Landlord’s notice,
shall have the right to terminate the Lease effective 10 days after the
date of such termination notice.


2.                                       Nothing in the Lease shall be deemed to entitle
Tenant to receive and retain Proceeds except those that may be specifically
awarded to it in condemnation proceedings because of the Taking of its trade
fixtures and its leasehold improvements which have not become part of the
Property and such business loss as Tenant may specifically and separately
establish.  Nothing in the preceding sentence
shall be deemed to expand any right Tenant may have under the Lease to receive
or retain any Proceeds.


3.                                       As used herein, “Proceeds” means any compensation, awards, proceeds,
damages, claims, insurance recoveries, causes or rights of action (whenever accrued) or payments which Landlord
may receive or to which Landlord may become entitled with respect to the
Property or any part thereof (other than payments received in connection with
any liability or loss of rental value or business interruption insurance) in
connection with any Taking of or any Casualty or other damage or injury to the
Property or any part thereof.



 6















EXHIBIT G


PARKING
AGREEMENT


This Exhibit (the “Parking Agreement”) is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between CA-SHOREBREEZE LIMITED PARTNERSHIP, a Delaware limited
partnership  (“Landlord”) and VERSANT CORPORATION, a California corporation  (“Tenant”) for space in the Building located at 255
Shoreline Drive, Redwood City, California.  Capitalized terms used but not defined herein
shall have the meanings given in the Lease.


1.                                       During the initial Term, and any extension
thereof, Tenant agrees to lease from Landlord and Landlord agrees to lease to
Tenant a total of 22 non-reserved parking spaces and 0 reserved parking spaces
in the parking facility servicing the Building (“Parking
Facility”). During the initial Term, and any extension thereof,
there shall be no charge for such parking spaces.  Tenant may, from time to time request
additional parking spaces, and if Landlord shall provide the same, such parking
spaces shall be provided and used on a month-to-month basis, and otherwise on
the following terms and provisions, and at such prevailing
monthly parking charges as shall be established from time to time.  Such charges, if any, shall be payable in
advance to Landlord or such other entity as designated by Landlord, and shall
be sent concurrent with Tenant’s payment of monthly Base Rent to the address
Landlord designates from time to time. Except
as otherwise set forth herein below, no deductions from such charges, if any, shall be made for days on which
the Parking Facility is not used by Tenant.


2.                                       Tenant shall at all times comply with all
applicable ordinances, rules, regulations, codes, laws, statutes and
requirements of all federal, state, county and municipal governmental bodies or
their subdivisions respecting the use of the Parking Facility.  Landlord reserves the right to adopt, modify
and enforce reasonable rules (“Rules”)
governing the use of the Parking Facility from time to time including any
key-card, sticker or other identification or entrance system and hours of
operation. Landlord may refuse to permit any person who violates such Rules to
park in the Parking Facility, and any violation of the Rules shall subject the
car to removal from the Parking Facility. Tenant shall comply with and
cause its employees to comply with all the Rules as well as all reasonable
additions and amendments thereto.


3.                                       Unless specified to the contrary above, the
parking spaces hereunder shall be provided on a non-designated “first-come,
first-served” basis.  Subject to Tenant’s
rights to the reserved spaces set forth above, if any, Landlord reserves the
right to assign other specific parking spaces, and to reserve other parking
spaces for visitors, small cars, handicapped persons and for other tenants,
guests of tenants or other parties, which assignment and reservation or spaces
may be relocated as determined by Landlord from time to time, and Tenant and
persons designated by Tenant hereunder shall not park in any such location
designated for such assigned or reserved parking spaces.  Tenant acknowledges that the Parking Facility
may be closed entirely or in part in order to make repairs or perform
maintenance services, or to alter, modify, re-stripe or renovate the Parking
Facility, or if required by casualty, strike, condemnation, act of God,
governmental law or requirement or other reason beyond the operator’s
reasonable control; and in such events, Landlord shall refund any prepaid
parking fee hereunder, prorated on a per diem basis.


4.                                       Tenant
shall not store or permit its employees to store any automobiles in the Parking
Facility without the prior written consent of the operator.  Except for emergency repairs, Tenant and its
employees shall not perform any work on any automobiles while located in the
Parking Facility, or on the Property.  If it is necessary for Tenant or its
employees to leave an automobile in the Parking Facility overnight, Tenant
shall provide the operator with prior notice thereof designating the license
plate number and model of such automobile.


5.                                       LANDLORD SHALL NOT BE LIABLE FOR ANY LOSS, INJURY OR DAMAGE TO PERSONS
USING THE PARKING FACILITY OR AUTOMOBILES OR OTHER PROPERTY THEREIN, IT BEING
AGREED THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE USE OF THE SPACES
SHALL BE AT THE SOLE RISK OF TENANT AND ITS EMPLOYEES.  WITHOUT LIMITING THE
FOREGOING, TENANT HEREBY VOLUNTARILY RELEASES, DISCHARGES, WAIVES AND
RELINQUISHES ANY AND ALL ACTIONS OR CAUSES OF ACTION FOR PERSONAL INJURY OR
PROPERTY DAMAGE OCCURRING TO TENANT ARISING AS A RESULT OF PARKING IN THE
PARKING FACILITY, OR ANY ACTIVITIES INCIDENTAL THERETO, WHEREVER OR HOWEVER THE
SAME MAY OCCUR, AND













FURTHER AGREES THAT TENANT WILL NOT PROSECUTE ANY
CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE AGAINST LANDLORD OR ANY OF THE LANDLORD RELATED PARTIES FOR ANY SAID
CAUSES OF ACTION.  IN ALL EVENTS, TENANT AGREES TO
LOOK FIRST TO ITS INSURANCE CARRIER AND TO REQUIRE THAT TENANT’S EMPLOYEES LOOK
FIRST TO THEIR RESPECTIVE INSURANCE CARRIERS FOR PAYMENT OF ANY LOSSES
SUSTAINED IN CONNECTION WITH ANY USE OF THE PARKING FACILITY.  TENANT HEREBY WAIVES ON BEHALF OF ITS
INSURANCE CARRIERS ALL RIGHTS OF SUBROGATION AGAINST LANDLORD OR LANDLORD
RELATED PARTIES.   Notwithstanding the foregoing, but
except as provided in Section 15 of the Lease (Subrogation) and Section 20 of
the Lease (Limitation of Liability) to the contrary, Tenant shall not be
required to waive any claims against Landlord (other than for loss or damage to
Tenant’s business) where such loss or damage is due to the negligence or
willful misconduct of Landlord or any Landlord Related Parties.


6.                                       Tenant
shall not assign its rights under this Parking Agreement or sublease any of the
parking spaces without the consent of Landlord, except in connection with an
assignment or sublease pursuant to the terms and conditions set forth in
Section 11 of this Lease.  Landlord shall
have the right to terminate this Parking Agreement with respect to any parking
spaces that Tenant desires to sublet or assign its rights thereto, except in
connection with an assignment or sublease pursuant to the terms and conditions
set forth in Section 11 of this Lease.


7.                                       Landlord hereby reserves the right to enter into a
management agreement or lease with another entity for the operation of the
Parking Facility (“Operator”).  In such event, Tenant, upon request of
Landlord, shall enter into a parking agreement upon substantially the same
terms hereunder with the Operator and pay the Operator the monthly charge
established hereunder, and Landlord shall have no liability for claims arising
through acts or omissions of the Operator. 
It is understood and agreed that the identity of the Operator may change
from time to time during the Term.  In
connection therewith, any parking lease or agreement entered into between
Tenant and any Operator shall be freely assignable by such Operator or any
successors thereto.