this 8th day of January,
2008.
TENANT:
WITNESSES:
By:
/s/ Michael S. Herring
Print Name:
Name:
Mike Herring
Title:
CFO
Print Name:
[Notary Stamp]
/s/ Nicole Y. Rowe
NOTARY
PUBLIC
My Commission expires: Sept. 19, 2011
LANDLORD:
WITNESSES:
By:
Print Name:
Name:
Title:
Print Name:
NOTARY PUBLIC
My Commission expires:
E-5
LENDER:
WITNESSES:
CAPMARK BANK,
a Utah industrial bank
By:
Print Name:
Name:
Title:
Print Name:
NOTARY PUBLIC
My Commission expires:
E-6
EXHIBIT A
Legal Description of Property
[Intentionally Omitted]
EXHIBIT F
SIGNAGE CRITERIA
(GRAPHIC) [v37326v3732601.gif]
F-1
EXHIBIT G
LETTER OF CREDIT
BENEFICIARY:
BRANNAN PROP CO, LLC
252 CLAYTON
DENVER, CO 80205
ATTN: ASSET MANAGER
AS "LANDLORD"
APPLICANT:
OMNITURE, INC.
550 EAST TIMPANOGOS CIRCLE
OREM, UT 84097
AS "TENANT"
AMOUNT:
US$1,280,000.00 (ONE MILLION TWO HUNDRED EIGHTY THOUSAND AND NO/100
US DOLLARS)
EXPIRATION DATE: MARCH 1, 2009
LOCATION:
AT OUR COUNTERS IN SANTA CLARA, CALIFORNIA
LADIES AND GENTLEMEN:
WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO.
SVBSF
IN YOUR FAVOR. THIS LETTER OF CREDIT IS AVAILABLE BY
SIGHT PAYMENT WITH OURSELVES ONLY AGAINST PRESENTATION AT THE BANK'S OFFICE (AS
DEFINED BELOW) OF THE FOLLOWING DOCUMENTS:
1.
THE ORIGINAL OF THIS LETTER OF CREDIT AND ALL AMENDMENT (S), IF ANY.
2.
YOUR SIGHT DRAFT, IN WHOLE OR IN PART DRAWN ON US IN THE FORM ATTACHED
HERETO AS EXHIBIT "A".
3.
A DATED STATEMENT PURPORTEDLY SIGNED BY AN
AUTHORIZED REPRESENTATIVE OF THE BENEFICIARY, FOLLOWED BY HIS/HER PRINTED NAME
AND DESIGNATED TITLE, STATING ANY OF THE FOLLOWING:
(A) AN EVENT OF DEFAULT HAS OCCURRED UNDER THAT CERTAIN
LEASE
G-1
AGREEMENT BETWEEN APPLICANT, AS TENANT, AND BENEFICIARY, AS
LANDLORD, DATED AS OF January 8, 2008, AS AMENDED.
OR
(B) AN UNCURED FAILURE BY THE TENANT TO PERFORM ONE OR
MORE OF ITS OBLIGATIONS HAS OCCURRED UNDER THAT CERTAIN LEASE BETWEEN APPLICANT,
AS TENANT, AND BENEFICIARY, AS LANDLORD DATED AS OF January 8, 2008, AS AMENDED,
AND THERE EXISTS CIRCUMSTANCES UNDER WHICH LANDLORD IS ENJOINED OR OTHERWISE
PREVENTED BY OPERATION OF LAW FROM GIVING TO TENANT A WRITTEN NOTICE WHICH WOULD
BE NECESSARY FOR SUCH FAILURE OF PERFORMANCE TO CONSTITUTE AN EVENT OF DEFAULT
UNDER SUCH LEASE.
OR
(C) APPLICANT HAS FAILED TO DELIVER TO BENEFICIARY, NOT
LESS THAN SIXTY (60) DAYS PRIOR TO THE EXPIRY DATE OF THE LETTER OF CREDIT BEING
ENCASHED, A "REPLACEMENT LETTER OF CREDIT," AS DEFINED IN, AND IN ACCORDANCE
WITH THE PROVISIONS OF THE LEASE BETWEEN APPLICANT, AS TENANT, AND BENEFICIARY,
AS LANDLORD, DATED AS OF January 8, 2008, AS AMENDED.
G-2
THE LEASE MENTIONED ABOVE IS FOR IDENTIFICATION PURPOSES ONLY AND IS NOT
INTENDED THAT SAID LEASE BE INCORPORATED HEREIN OR FORM PART OF THIS LETTER OF
CREDIT.
UPON PRESENTATION OF THIS LETTER OF CREDIT ACCOMPANIED BY ANY ONE OF THE
FOREGOING STATEMENTS, WE SHALL NOT REQUIRE PROOF OF THE AUTHORITY OF THE AGENT
SIGNING THE STATEMENT, AND WILL NOT REQUIRE PROOF OF THE MATTERS SET FORTH IN
THE STATEMENT AND SHALL INSTEAD PRESUME THE AUTHORITY OF THE AGENT AND