1
EXHIBIT 10.13
AMENDMENT #2 TO THE SUBLEASE BY AND BETWEEN
GENERAL ATOMICS AND PACKETVIDEO CORPORATION
This Sublease Amendment ("Amendment #2") dated for reference purposes only as
December 1, 1999, is made by and between GENERAL ATOMICS, a California
Corporation (herein called "Lessor") and PACKETVIDEO CORPORATION, a California
Corporation (herein called "Lessee").
RECITALS
A. Lessor and Lessee (the "Parties") executed a written Sublease Agreement (the
"Agreement") dated September 1, 1998, and Amendment #1 to the Sublease, dated
September 1, 1999.
B. During the Lessee's tenancy, the size of its Xxxxxxxx 00 Xxxxx Xxxxx Premises
was expanded on four occasions by lease amendment, or Tenant Notice, to the
current size of 8,588sf.
C. The Lessee has a need to expand its Premises to facilitate staff growth and
to upgrade its corporate image. The Lessor has no available expansion space on
Xxxxxxxx 00 Xxxxx Xxxxx to meet Lessee's planned growth.
D. Another tenant (XX0.xxx), under lease with the Lessor for part of Building 14
Second Floor, outgrew its 20,955sf Premises, and moved to another location away
from the Industrial Center.
E. After review of its options to put its vacant Building 14 Premises into use,
XX0.xxx determined that it prefers terminating its Sublease Agreement with the
Lessor, on condition that XX0.xxx does not assume obligations for a Replacement
Tenant's Premises, and XX0.xxx is relieved of the obligations for its Xxxxxxxx
00 Xxxxxx Xxxxx Premises prior to the Lessee gaining possession for its
beneficial use.
F. The Lessor expressed a willingness to cooperate in terminating the XX0.xxx
Sublease Agreement, and signing the Lessee as Replacement Tenant in the XX0.xxx
Building 14 Premises, on condition that the Lessor does not incur revenue loss
for Building 14, or is required to commit additional capital expenditures at
Building 14 to effect an assignment, or termination of the XX0.xxx Sublease
Agreement.
G. As a means of meeting the Lessee's expansion needs at the Industrial Center,
the Lessor offered the Lessee the option to relocate to the Second Floor to
replace XX0.xxx as the ("Replacement Tenant").
H. As a condition for surrendering its Building 14 Premises, XX0.xxx has the
lease obligation to restore certain Non-Building Standard finishes installed by
XX0.xxx; the Lessor holds a Security Deposit as a guarantee of XX0.xxx's
performance in meeting this obligation.
I. XX0.xxx left in place certain furnishings and fixtures, including modular
furniture, a telephone system, and a security system; XX0.xxx desires to sell
said equipment and furnishings to the Replacement Tenant, or to third parties.
J. The Lessor has no interest in acquiring the XX0.xxx furnishings and equipment
as part of any Agreement between the Lessor and XX0.xxx in assigning, or
terminating, the XX0.xxx Sublease Agreement.
K. The Lessor expressed a willingness to take back the Lessee's Building 14
First Floor Premises concurrent with Lessee's Possession of the Second Floor
Premises, contingent upon the Parties entering into an agreement that provides
for the Lessee to be the Replacement Tenant for XX0.xxx.
L. The Parties executed a Letter Agreement, dated November 16, 1999, that
include the abbreviated terms and conditions to sublease the Xxxxxxxx 00 Xxxxxx
Xxxxx to the Lessee subject to a termination of the agreement for the Xxxxxxxx
00 Xxxxxx Xxxxx between the Lessor and XX0.xxx, and the termination of
negotiations for sublease of the same Premises with another Tenant, @Backup Inc.
NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING, AND IN CONSIDERATION OF MUTUAL
COVENANTS AND AGREEMENTS OF THE PARTIES HERETO, UPON EXECUTION OF THIS AMENDMENT
THE PARTIES MUTUALLY COVENANT AND AGREE AS FOLLOWS:
Initials: /s/ P.A.P.
/s/ R.H.D.
Page 1 of 2
2
1.3 TERM:
With execution of Amendment #2, the Expiration Date for this Agreement is
changed to October 31, 2003. The Commencement and Expiration Dates for the
Building 14 First, and Second Floor Premises are as follows:
DATE
-----------------------------------
PREMISES DESIGNATION COMMENCEMENT EXPIRATION
-------- ----------- ------------ ----------
14 First Floor Surrender various 12/31/99
14 Second Floor Replacement 01/01/00 10/31/03
DELETE ADDENDUM PARAGRAPHS 49 THROUGH 60 AND REPLACE WITH NEW ADDENDUM, SAME
PARAGRAPHS:
ADD New Paragraph 62 OPTION TO EXTEND, dated December 1, 1999.
ADD New Paragraph 63 OWNERSHIP, REMOVAL, SURRENDER AND RESTORATION, dated Dec.
1, 1999.
EXHIBIT A: Delete in its entirety and replace with new EXHIBIT A, dated December
1, 1999.
EXHIBIT B: Delete in its entirety and replace with new EXHIBIT B, dated December
1, 1999.
EXHIBIT C: Delete in its entirety and replace with new EXHIBIT C, dated December
1, 1999.
EXHIBIT D: Delete in its entirety and replace with new EXHIBIT D, dated December
1, 1999.
EXHIBIT E: Delete in its entirety and replace with new EXHIBIT E, dated December
1, 1999.
EXHIBIT F: Delete in its entirety and replace with new EXHIBIT F, dated December
1, 1999.
EXHIBIT G: Add new EXHIBIT G LANDLORD CONSENT AND ESTOPPEL CERTIFICATE, dated
Dec. 1, 1999.
EXCEPT AS HEREBY AMENDED, ALL OTHER TERMS AND CONDITIONS OF SAID AGREEMENT SHALL
REMAIN UNCHANGED AND IN FULL FORCE AND EFFECT.
LESSOR: LESSEE:
GENERAL ATOMICS PACKETVIDEO CORPORATION
By: /s/ Xxxxxx X. Dalry By: /s/ Xxxxx X. Price
---------------------------------- ---------------------------------
Xxxxxx X. Dalry Xxxxx X. Price
Director Facilities Chief Financial Officer
Date: 12/15/99 Date: 12/15/99
Initials: /s/ P.A.P.
/s/ R.H.D.
Exhibit B
Page 2 of 2
3
ADDENDUM
49. INSERT TO PARAGRAPH 1.1, PARTIES:
As used herein "Lease" means "Sublease" and "Lessor" means "Sublessor" and
"Lessee" means "Sublessee."
50. INSERT TO PARAGRAPH 1.2(b), PARKING:
The number of parking spaces designated in Paragraph 1.2(b) is based on three
spaces per one-thousand square feet of subleased space. In the event an agency
of jurisdiction places restrictions on allowed on-site parking spaces provided
by the Lessor, the Lessee shall be responsible for implementing provisions to
restrict parking to that stipulated in this paragraph of the Sublease Agreement,
or to reimburse the Lessor in full for the cost and expenses for payment of
penalties, fees or upgrades needed to accommodate Lessee's excess parking above
and beyond the number of spaces designated herein. Refer to Exhibit F.
51. INSERT TO PARAGRAPH 1.10(a), REAL ESTATE BROKERS:
Lessee represents and warrants to Lessor that it has not engaged a broker,
finder, or other person who would be entitled to any commission or fees in
respect to the negotiation, execution or delivery of Amendment #2, and shall
indemnify and hold harmless Lessor against any loss, cost, liability, or expense
incurred by Lessor as a result of any claim asserted by any other broker,
finder, or other person on the basis of any arrangements made or alleged to have
been made by or on behalf of Lessee.
52. INSERT TO PARAGRAPH 2.2, CONDITION OF PREMISES:
Lessee agrees to accept Building 14 Premises identified in Exhibit B as
"Replacement Space" in as-is condition, with certain restoration and minor
repairs executed by the Lessor, those more specifically described in Exhibit F
attached hereto. Those entries classified as "Restoration Not Required" shall be
accepted by the Parties, and reclassified as Building Standard Improvements.
53. INSERT TO PARAGRAPH 2.3, COMPLIANCE WITH COVENANTS, RESTRICTIONS AND
BUILDING CODE: Lessee agrees to accept the Premises subject to a Master Lease
and all applicable zoning, municipal, county, state and federal laws,
ordinances, and regulations governing and relating to the use of the Premises.
Lessor warrants that it is not in default of the Master Lease, and the
provisions of the Master Lease are in full force and effect.
54. INSERT TO PARAGRAPH 2.10., COMMON AREA - CHANGES:
Lessee acknowledges that Lessor has disclosed the fact that vehicular access to
the Building 14 Complex is from Science Center Drive, and that Lessee visitors
are received and processed at the Building 14 Lobby, that vehicle parking is
restricted to the Building 14 parking lots, and pedestrian access between the
Building 14 Complex and Remainder Industrial Center will remain unchanged.
Further, the Lessee acknowledges that the address of the Premises is 00000
Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000. The general terms and conditions applicable to
vehicular access, parking personnel badging, and visitor reception, shall be as
described in Exhibit F attached hereto.
55. INSERT TO PARAGRAPH 6.2, HAZARDOUS SUBSTANCES:
55.1 Lessee shall not use the Premises for processing, storage or production of
"Hazardous Substances" (as defined below). "Hazardous Substance" means: (a) any
substance that is toxic, explosive, corrosive, flammable, infectious,
radioactive, carcinogenic, mutagenic or otherwise hazardous, and is, or becomes,
regulated by any government authority, department, commission, board, agency or
instrument of the United States, the State of California, or any political
subdivision thereof; (b) any other substance, the presence of which requires
investigation or remediation under any federal, state or local statute,
regulation, ordinance, order, action of common law; and (c) any additional
substances or materials which at such time are classified or considered to be
hazardous or toxic under the Laws of California, or any other applicable Laws
relating to the Premises.
55.2 Lessor and its representative agents shall have the right to enter the
Premises at reasonable times for the purpose of inspecting the same for
"Hazardous Substances" as defined below, showing the same to prospective
purchasers, lenders, or lessees, and making such alterations, repairs,
improvements or additions to the Premises, or to the Industrial Center, as the
Lessor may deem necessary or desirable.
55.3 Hazardous Substances used by Lessee shall be the responsibility of Lessee,
and Lessee shall dispose of such Hazardous Substances in accordance with all
applicable laws and regulations, in accordance with Lessor's Accepted Practices,
and in a safe and reasonable manner, both during the term of the Sublease, when
required or appropriate, but in no event later than the date that the Sublease
is terminated.
Initials: /s/ P.A.P.
/s/ R.H.D.
-12-
4
56. INSERT TO PARAGRAPH 7.1, LESSEE'S OBLIGATIONS:
56.1 Lessee agrees to conduct day-to-day operations of the Premises in a manner
to preserve the integrity of building structures and its systems including fire
barriers, heating, air-conditioning and ventilation systems, and other installed
utilities. Specifically, Lessee agrees to keep exterior doors closed at all
times except for passage, and to keep windows closed at all times.
56.2 Lessee's obligations to maintain plumbing, heating, ventilating and air
conditioning systems, electrical and lighting facilities and equipment within
the Premises is interpreted to include Lessee's machinery, equipment, or
fixtures which the Lessee has or will install during its tenancy. Plumbing sewer
stoppages or plumbing failures within the Lessees Premises shall be the
responsibility of the Lessee. Equipment or tenant fixtures installed by the
Lessee, all considered by the Lessor as serving the function of supplementing
Lessee's specific use of the Premises, is determined by the Lessor as being the
Lessee's obligation under this section of the Lease.
56.3 Lessee's Premises are served by Lessor's central heating, ventilation and
air-conditioning (HVAC) systems, Lessor shall operate as needed to supply
conditioned air to the interior spaces weekdays between the hours of 7:00 AM to
7:00 PM, except on National Holidays, and during scheduled outages or
breakdowns. Provisions are included for the Lessors override of the Building
central HVAC outside the hours of 7:00 AM to 7:00 PM with the operating costs
allocated to the Lessee as Extraordinary Utility usage.
57. INSERT TO PARAGRAPH 7.3, UTILITY INSTALLATIONS, TRADE FIXTURES,
ALTERATIONS:
57.1. Alterations, improvements, additions, or Utility Installations by the
Lessee, shall be performed by licensed and insured construction or service
companies having qualified craftworkers possessing the proper qualifications and
training for performing the work. Modifications or alterations to building
structures, systems or Utility Installations including fire walls, doors,
electrical, plumbing, heating, ventilation and air conditioning, or other common
area utilities by service companies or personnel, (particularly those not
holding a license, having the proper insurance coverage or possessing adequate
training and qualifications), could cause damage to Lessee's business as well as
to that of others. Alterations, improvements, additions or Utility Installations
shall be performed by contractors for which Lessor has given Lessee its consent.
Firms engaged in performing services for the Lessor, under Blanket Order Service
Agreements, are pre-qualified to perform services for the Lessee.
57.2. Unplanned utility interruptions such as those caused by abnormal weather
conditions, earthquakes, fires, construction mishaps, or Industrial Center plant
equipment failures, may result in extended utility outages that could affect the
Lessee's business operations. Restoration of services through connection to
standby equipment such as portable electric generators, portable air
conditioning chillers, or other Industrial Center Systems, could require outages
extending beyond a 24-hour period.
58. INSERT TO PARAGRAPH 8.8, EXEMPTION OF LESSOR FROM LIABILITY:
Except for planned outages that are conducted by the Lessor for the purpose of
altering or maintaining its Buildings or private Industrial Center service
systems, Lessee hereby agrees that the Lessee shall be responsible for making
any necessary provisions that may be required for standby utility services,
considered critical to Lessee's operations or use of the Premises, in the event
electrical power, air, water, sewer, gas, telephone or other Lessor supplied
Industrial Center services are interrupted.
59. INSERT TO PARAGRAPH 11, UTILITIES:
Charges for prorata share of electric power, natural gas, water/sewer, for
Extraordinary Utility usage, and for telephone rental, services, and toll calls,
shall be invoiced monthly by Lessor, and shall be due and payable by Lessee in
accordance with Paragraph 21.
59.1. Lessee agrees to pay for Extraordinary Utility usage and for its prorata
share of electricity, gas and water/sewer based on leased square foot size of
the Premises. The prorata share shall be determined as described in Exhibit C.
59.2 Any data and telecommunications services provided to the Lessee by the
Lessor under separate service agreement, shall be charged in accordance with the
fee schedule for services and equipment as described in Exhibit C.
60. INSERT TO PARAGRAPH 30.2, ATTORNMENT:
Upon request of Master Lessor, or on behalf of the Industrial Center Owner,
Lessee shall subordinate its interest in the Lease and the Premises to the
encumbrance instruments of any loans made to Lessor or owner. Lessee shall
attorn to any purchaser at any foreclosure sale, or to any grantee or transferee
designated in any deed given in lieu of foreclosure. Lessee shall execute a
subordination agreement and any other documents required by any lender of Master
Lessor to accomplish the purposes of this Section.
Initials: /s/ P.A.P.
/s/ R.H.D.
-13-
5
Lessee acknowledges that the Lender of Record, Bank of America National, under
provisions of Paragraph 30.2, requires a separately executed Estoppel
Certificate and Attornment containing certain abbreviated terms of the Agreement
executed by the Lessee, Master Lessor, and Property Owner. The Estoppel
Certificate and Attornment shall be separately executed and attached as Exhibit
G of this Amendment.
DELETE PARAGRAPH IN ITS ENTIRETY AND REPLACE WITH NEW PARAGRAPH 62:
62. OPTION TO EXTEND:
Lessor hereby grants to Lessee the option to extend the Term of this Sublease
Agreement for two successive, one-year periods, starting November 1, 2003 and
the second option period ending October 31, 2005, upon each and all of the
following terms: 1) the Lessee gives the Lessor advanced notice of the exercise
of the Option no earlier than six months and no later than three months prior to
the time that the option period would commence if the Option were exercised; if
said notification of the exercise of said option is not given and received, this
Option shall automatically expire; 2) parties agree that the Monthly Rent shall
be adjusted to the amount shown in Exhibit C; 3) execution of the extension
option shall not obligate the Lessor to the payment of Brokerage fees; 4) all
the terms and conditions of the Agreement, except where specifically modified by
this Option, shall apply; and 5) the provisions of Paragraph 39, including the
provision relating to default of the Lessee as set forth in Paragraph 39.4 of
this Agreement, are conditions of this Option.
ADD NEW PARAGRAPH 63 AS INSERT (d) TO PARAGRAPH 7.4:
63. OWNERSHIP, REMOVAL, SURRENDER AND RESTORATION:
(d) Parties agree that upon termination of the Sublease Agreement between the
Lessor and previous tenant, XX0.xxx, the Leasehold Improvements installed by
XX0.xxx, shall become the property of the Lessor; that the Lessee assumes no
obligation to restore Non-Building Standard Alterations and Utility
Installations made by XX0.xxx, designated in Exhibit F as, Non-Building Standard
Restoration Not-Required.
Initials: /s/ P.A.P.
/s/ R.H.D.
-14
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BUILDING 14 SECOND FLOOR
[Floor Plan]
Initials: /s/ P.A.P.
/s/ R.H.D.
Exhibit B
Page 1 of 6
7
BUILDING 14 FIRST FLOOR
[Floor Plan]
Initials: /s/ P.A.P.
/s/ R.H.D.
Exhibit B
Page 2 of 6
8
PACKETVIDEO CORPORATION
Space Summary
First-in (Effective September 1, 1998) Cumulative Total SF
-------------------------------------- -------------------
Bldg. No. Room No. Use Code SF
--------- -------- -------- --
14 144 Xxxxxx 000
00 000 Xxxxxx 000
00 000 Xxxxxx 91
14 180 Office 187
14 H140(prorata) Corridor 132
---
Subtotal 707
20% Common 141
---
Total 848 Total 848
Surrendered (Effective November 1, 1998)
----------------------------------------
Bldg. No. Room No. Use Code SF
--------- -------- -------- --
14 144 Xxxxxx 000
00 000 Xxxxxx 000
00 000 Xxxxxx 91
14 180 Office 187
14 H140(prorata) Corridor 132
---
Subtotal 707
20% Common 141
---
Total 848 Total 0
Revised Expansion (Effective November 1, 1998)
----------------------------------------------
Bldg. No. Room No. Use Code SF
--------- -------- -------- --
14 140 Xxxxxx 000
00 000 Xxxxxx 000
00 000 Xxxxxx 132
14 143 Office 173
14 144 Office 129
14 145 Office 168
14 176A Office 129
14 176B Xxxxxx 00
00 000 Xxxxxx 000
00 000 Xxxxxx 233
14 179 Office 91
14 180 Office 187
14 H140 Corridor 407
---
Subtotal 2,179
10% Common 218
---
Total 2,397 Total 2,397
Added #1 (Effective January 1, 1999)
------------------------------------
Bldg. No. Room No. Use Code SF
--------- -------- -------- --
14 146 Office 131
14 147 Office 133
14 149 Office 97
14 150 Office 187
14 151 Office 175
14 152 Office 177
14 153 Office 243
14 154 Office 169
14 155 Office 169
14 181 Office 423
14 H150 Corridor 444
---
Subtotal 2,348
10% Common 235
---
Total 2,583 Total 4,980
Initials: /s/ P.A.P.
/s/ R.H.D.
Exhibit B
Page 3 of 6
9
Added #2 (Effective October 1, 1999) Cumulative Total SF
------------------------------------
Bldg. No. Room No. Use Code SF
--------- -------- -------- --
14 156 Office 475
14 156A Office 120
14 156B Office 131
14 156C Office 123
14 156D Office 90
--
Subtotal 939
10% Common 94
--
Total 1,033 Total 6,013
Added #3 (Effective December 1, 1999)
-------------------------------------
Bldg. No. Room No. Use Code SF
--------- -------- -------- --
14 180A Xxxxxx 000
00 000X Xxxxxx 00
00 000X Xxxxxx 1,616
14 L110 Lobby 197
Subtotal 2,034
10% Common 203
Total 2,237 Total 8,250
Added #4 (Effective December 1, 1999)
--------------------------------------
Bldg. No. Room No. Use Code SF
--------- -------- -------- --
14 139 Office 118
14 175 Office 189
---
Subtotal 307
10% Common 31
Total 338 Total 8,588
Surrendered (Effective December 31, 1999)
------------------------------------------
Bldg. No. Room No. Use Code SF
--------- -------- -------- --
14 139 Xxxxxx 000
00 000 Xxxxxx 000
00 000 Xxxxxx 127
14 142 Office 132
14 143 Office 173
14 144 Office 129
14 145 Office 168
14 146 Office 131
14 147 Office 133
14 149 Office 97
14 150 Office 187
14 151 Office 175
14 152 Office 177
14 153 Office 243
14 154 Office 169
14 155 Office 169
14 156 Office 475
14 156A Office 120
14 156B Office 131
14 156C Office 123
14 156D Office 90
14 175 Office 189
14 176A Office 129
14 176B Xxxxxx 00
00 000 Xxxxxx 000
00 000 Xxxxxx 233
14 179 Office 91
Initials: /s/ P.A.P.
/s/ R.H.D.
Exhibit B
Page 4 of 6
10
14 180 Office 187 Cumulative Total SF
14 180A Office 143 -------------------
14 181 Xxxxxx 000
00 000X Xxxxxx 00
00 000X Xxxxxx 1,616
14 H140 Corridor 407
14 H150 Corridor 444
14 L110 Lobby 197
---
Subtotal 7,807
10% Common 781
---
Total 8,588 Total 0
Replacement Space (Effective January 1, 2000)
----------------------------------------------
Bldg. No. Room No. Use Code SF
--------- -------- -------- --
14 200 Office 182
14 201 Office 133
14 202A Office 127
14 202B Office 98
14 202C Office 98
14 202D Office 98
14 202E Xxxxxx 00
00 000 Xxxxxx 000
00 000 Xxxxxx 88
14 205 Office 89
14 206 Office 89
14 207 Office 88
14 208 Office 90
14 209 Office 89
14 210 Lab 1,513
14 211 Xxxxxx 00
00 000 Xxxxxx 000
00 000 Xxxxxx 192
14 214 Office 469
14 214A Office 102
14 214B Office 103
14 214C Office 104
14 214D Office 104
14 214E Office 202
14 214G Office 95
14 214H Office 102
14 214I Xxxxxx 000
00 000 Xxxxxx 000
00 000 Xxxxxx 158
14 217 Office 277
14 218 Office 138
14 219 Office 132
14 220 Office 190
14 221 Xxxxxx 000
00 000 Xxxxxx 00
00 000 Xxxxxx 3,651
14 245A Office 143
14 245B Office 71
14 245C Office 50
14 245D Office 143
14 248A Xxxxxx 00
00 000X Xxxxxx 00
00 000 Xxxxxx 581
14 250 Office 66
14 251 Office 92
14 252 Office 289
14 252A Office 62 Cumulative Total SF
-------------------
Initials: /s/ P.A.P.
/s/ R.H.D.
Exhibit B
Page 5 of 6
11
14 252B Xxxxxx 000
00 000 Xxxxxx 000
00 000 Xxxxxx 174
14 255 Office 95
14 256 Office 173
14 258 Office 95
14 259 Office 90
14 260 Office 87
14 261 Office 87
14 262 Office 93
14 263 Office 124
14 263A Office 128
14 263B Xxxxxx 000
00 000X Xxxxxx 000
00 000 Xxxxxx 59
14 264A Office 95
14 264B Office 127
14 264C Xxxxxx 00
00 000 Xxxxxx 000
00 000 Xxxxxx 288
14 267A Office 22
14 268 Office 122
14 280A Office 88
14 280B Office 90
14 280C Office 128
14 281A Office 141
14 281B Office 90
14 281C Office 182
14 290 Lab 1,555
14 H210 Corridor 1,051
14 X000 Xxxxxxxx 000
00 X000 Xxxxxxxx 170
14 H290 Corridor 237
14 L200 Lobby 304
---
Subtotal 19,050
10% Common 1,905
-----
Total 20,955 Total 20,955
Initials: /s/ P.A.P.
/s/ R.H.D.
Exhibit B
Page 6 of 6
12
SUMMARY OF TERM, RENT, SECURITY DEPOSIT, OPERATING EXPENSES AND UTILITIES
INSERT TO PARAGRAPHS 1.3 TERM 1.5 AND 4.1 RENT
----------------------------------------------
TERM:
-----
For the purpose of the Agreement, the current term of the Lease shall be
extended with an Expiration Date of October 31, 2003. Two sequential one-year
option terms shall be included as described in Paragraph 62 of this Agreement.
PREMISES TERM PERIOD
-------- ---- ------
START END
----- ---
Building 14, 1st floor Year 1 Original Nov. 1, 1998 Oct. 31, 1999
Building 14, 1st floor Year 2 Original Nov. 1, 1999 Dec. 31, 1999
Building 14, 2nd floor Year 2 Original Jan. 1, 2000 Oct. 31, 2000
Building 14, 2nd floor Year 3 Original Nov. 1, 2000 Oct. 31, 2001
Building 14, 2nd floor Year 4 Original Nov. 1, 2001 Oct. 31, 2002
Building 14, 2nd floor Year 5 Original Nov. 1, 2002 Oct. 31, 2003
Building 14, 2nd floor Year 6 Option Nov. 1, 2003 Oct. 31, 2004
Building 14, 2nd floor Year 7 Option Nov. 1, 2004 Oct. 31, 2005
RENT:
-----
Base Rent, comprising the components of NNN and CAM (CAM designated as Standard
Operating Expenses), shall be increased annually (on the Anniversary of the
XX0.xxx Agreement, beginning February 1, 2000) by four cents ($0.04) per square
foot, and one cent ($0.01) per square foot, respectively. The table below
summarizes the Rent, and Standard Operating Expense Payments that shall be paid
to the Lessor by the Lessee during the Original and Option Terms. Subject to an
agreement with the Tenant (XX0.xxx) holding the current Lease for the Building
second floor Replacement Premises, the Lessee's Rent and Operating Expenses for
Building 14 shall commence with Possession of the Second Floor Replacement Space
Block, and for the First Floor Surrendered Space Block, shall terminate the day
prior to Possession of the Building 14 Second Floor Premises. Monthly Rent shall
be due and payable upon receipt of invoice from the Lessor. Refer to the table
below for a summary of the Monthly Lease Rate and Rent for the Building 14
Premises.
LEASEHOLD IMPROVEMENTS:
-----------------------
The Lessor holds a Security Deposit for restoration of Non Building Standard
Improvements installed by the previous Tenant. Except for "Non-Building Standard
Restoration Required", described in Exhibit F, the Lessor shall not be obligated
to install Leasehold Improvements, and such provisions are therefore not
included in the Rental Schedule below. Any work in excess of the Non-Building
Standard Restoration Required shall be considered extra, shall be approved by
the Parties prior to installation, and shall be to the account of the Lessee to
be paid as a lump sum to the Lessor prior to installation, or otherwise
contracted with, and paid for by the Lessee, directly with contractors approved
by the Lessor.
ELEMENT BUILDING 14 - MONTHLY LEASE RATE & RENT
------- ---------------------------------------
(Refer to the table above for the Term and Period)
YR #2 YR #2 YR#3 YR #4 YR #5
Period Starting NOV 1999 JAN. 2000 FEB. 2000 FEB. 2001 FEB. 2002
--------------- -------- --------- --------- --------- ---------
NNN Rate/sf. $1.14/sf $1.20/sf $1.24 $1.28 $1.32
CAM Charges (Std. Op.
Exp.)/sf $0.23 $0.22 $0.23 $0.24 $0.25
Leasehold Improvements $0.00 $0.00 $0.00 $0.00 $0.00
Janitorial Lessee Lessee Lessee Lessee Lessee
Utilities (power, gas,
water/sewer) Prorate same same same same
Total Rate per Square Foot 1.37 $1.42 $1.47 $1.52 $1.57
Monthly Rent Total
~ 8,250sf $11,303 ----- ----- ----- -----
Monthly Rent Total
~ 20,955sf ----- $29,756 $30,804 $31,852 $32,899
INSERT TO PARAGRAPHS 1.7 AND 5. SECURITY DEPOSIT
------------------------------------------------
A Security Deposit in the amount equivalent to one month's Rent, and two month's
Utility Expenses, shall be paid by the Lessee to secure payments to the Lessor.
SECURED PAYMENT AMOUNT
--------------- ------
One Month's Rent $29,756
Two Months Utility Expenses (20,955sf x $0.20/sf x 2 mos) $ 8,382
--------
Total Security Deposit Required $38,138
Less Security Deposit on Record $14,991
Less Security Deposit Paid to Secure Replacement Premises $23,147
-------
ADDED SECURITY DEPOSIT DUE 00
Initials: /s/ P.A.P.
/s/ R.H.D.
Exhibit C
Page 1 of 4
13
Concurrent with the annual Monthly Rent increase, and without prior notice, the
Security Deposit shall be adjusted in direct relation to the Monthly Rent, and
Utility Expenses (as calculated above), and the increase shall be paid by the
Lessee upon receipt of an invoice from the Lessor. Additionally, if the Lessor
deems justified, the amount of Security Deposit shall be increased to secure
payment of any Non-Building Standard Restoration, in the event the Lessee
installs such Non-Building Standard Improvements and the Lessor deems
Restoration is required upon expiration of the Agreement.
INSERT TO PARAGRAPH 4.2. COMMON AREA OPERATING EXPENSES
-------------------------------------------------------
Lessee shall pay for cost of maintenance and repair of its fixtures, furnishings
and equipment; maintenance and repair of electrical or other services from the
Building Point of connection to Lessee's fixtures, and for that supplemental
equipment installed specifically for Lessee's application and use of the
Premises. Lessee shall also pay for locksmith service, telephone installation,
adds, moves, and changes, and for cost of toll calls contracted under separate
agreement with the Lessor. Lessee shall initiate the needed job orders to engage
services, and pay for said services, pursuant to Paragraph 7.0 of this
Agreement.
Standard Operating Expenses are included in the CAM components of Rent; other
Operating Expenses for which the Lessor assumes responsibility, and which are
not included in the NNN or CAM components of Rent, shall be invoiced separately
for payment by the Lessee at the time these expenses are determined. Following
are the general provisions for payment of Services and Operating Expenses under
terms of this Agreement.
SUMMARY OF SERVICES AND UTILITY PROVISIONS
------------------------------------------
INCLUDED IN INCLUDED AS
MONTHLY RENT OTHER OPERATING
& STANDARD EXPENSE CHARGED
SERVICE OR UTILITY OPERATING EXPENSE TO LESSEE NOTE
------------------ ----------------- --------------- ----
Taxes x 1
Insurance x 0
Xxxxxxx Xxxx, Xxxxxxxx & Walkways x
Landscape Maintenance x
Building and Utility Maintenance x 3
Trash Collection x
Property Management x
Telecommunications Services x
Utilities:
Electricity, Ordinary x
Natural Gas x
Water/Sewer x
Electricity, Extraordinary x 4
Security Services-Standard x 5
Security Access Control & Keys x 7
Mail Pickup and Delivery x
Use of Central Conference Rooms x 5&9
Use of Outdoor Recreational Facility x 5
Use of Central Cafeteria x 5&7
Janitorial:
Common Area x 6
Lessee Space x 10
Lessee may obtain the following services through separate agreement with the
Lessor. Payment shall be made under the same terms and conditions as for
operating expenses:
Signage-Interior x 7
Use of Corporate Fitness Center x 5&7
Contractor Services x 5&8
Notes:
1. Covers Real Property Taxes. Does not cover personal property taxes.
2. Covers Lessor's insurance only. Does not cover Lessee's coverage for its
fixtures and liability, or for the loss of business.
3. Covers maintenance and repairs of normal building equipment and
utilities. Does not cover maintenance and repairs of special
telecommunications, or equipment installed on behalf of the Lessee to
maintain special conditions such as air conditioning.
Initials: /s/ P.A.P.
/s/ R.H.D.
Exhibit C
Page 2 of 4
14
4. Cost for extraordinary utilities shall be passed through at cost charged
to Lessor. Example: Cost to operate Building HVAC outside the hours of
7:00 AM to 7:00 PM, Monday through Friday (excluding national holidays).
If the Lessee is the sole Tenant occupying a specific zone, then the
operating hours (12-hour period) can be adjusted at the request of the
Lessee.
5. Access or use of services are provided as an amenity, but are subject to
change or termination by Lessor with thirty days advanced notice to the
Lessee, or in the event of breach of terms, with a three-day notice.
6. Lessee provides Common Area cleaning services between the hours of
5:30AM and 1:00PM on normal business days.
7. Same cost as charged to other Tenant Employees.
8. Available at Lessor's cost plus 15%.
9. Parties agree that location, site, and features of conference rooms can
be changed upon the Lessor providing Lessee 30 days advanced notice of
said change.
10. Lessee shall make provisions for janitorial service to clean its
Premises.
INSERT TO PARAGRAPH 11. UTILITIES
---------------------------------
Effective the date that the Lessee takes Possession, the Lessor shall commence
charging the Lessee its prorata share of Utilities as described below. The base
square footage of the Industrial Center is subject to change as the Lessor
demolishes or constructs building improvements at the Industrial Center.
Electricity:
------------
Electric power is supplied by San Diego Gas & Electric and metered at one
location of the Industrial Center. Building 14 is separately submetered and
Lessee's prorata electric power costs shall be calculated using data taken from
submeters as follows:
Building 14 leased gsf x Building 14 Billing Period Cost
----------------------
Building 14gsf
20,955gsf (Note 1) x Building 14 Billing Period Cost
------------------
59,520gsf
Note(1): Gross Square feet will be adjusted in direct relation to size
of the Lessee's Premises.
Water/Sewer:
------------
Water is supplied to the Industrial Center from three (and soon four) separate
city water meter stations. Sewer charges are based on water consumption. The
Industrial Center comprises Buildings of a total 509,164gst on three separate
parcels, one Genesee Properties, and two Xxxxxxx Properties. Prorated
water/sewer costs shall be calculated as follows:
Building 14 leased gsf x Billing Period Charges
----------------------
Total Industrial Center gsf
20,955gsf (Note 1) x Billing Period Charges
------------------
509,164gsf
Natural Gas:
------------
Natural gas is purchased from a natural gas supplier and transported to the
Industrial Center by San Diego Gas & Electric. Building 14 is separately
submetered and Lessee's prorate natural gas costs shall be calculated using data
taken from submeters as follows:
Building 14 Leased gsf x Billing Period (Na. Gas Cost +
---------------------- Transport Cost)
Building 14 gsf
20,955gsf x Billing Period Charges
---------
59,520gsf
Initials: /s/ P.A.P.
/s/ R.H.D.
Exhibit C
Page 3 of 4
15
TELECOMMUNICATIONS:
If the Lessee contracts with the Lessor for telecommunications services, then
the Lessee shall pay for telecommunications installation, moves, changes, and
monthly or daily services attributable to the Lessee, including all toll
charges. Charges for service and equipment are subject to reasonable annual
increases but shall not exceed the standard amounts charged to other tenants in
the Industrial Center, for similar services and equipment. Parties agree that
the Calendar Year 2000 equipment and service costs shall be in accordance with
the following schedule:
CATEGORY OF SERVICE INSTALLATION COST MONTHLY COST
------------------- ----------------- ------------
Fax or Modem Extension $70 $18
PBX Line (Multi-Line capability) $70 $18
Basic Service Fee (includes adds, moves and changes) $20 N/A
TELEPHONE SETS AND FEATURES
---------------------------
Installation
SL-1 Single Line Set 2500, 2554, etc $20 $ 5
SL-1 Analog Multi-Line Set $ * $ *
10 Key Add-on Module $ * $ 2
20 Key Add-on Module $ * $ 4
Speaker phone $ * $ 6
Digit Display $ * $ 6
2008 Digital 8-Button Telephone Set $20 $ 8
2616 Digital 16-Button Telephone Set with Display $20 $17
Speaker phone (HFA) $ * $ 1
22 Key Add-on Module * $ 7
PROGRAMMABLE FEATURES AT NO COST AT TIME OF INSTALLATION
--------------------------------------------------------
Appearance of an Additional Extension * $ 2
Headset (all units are modular) Cost N/C
VOICEMAIL
---------
With 7 minutes storage-10 day retention $20 $ 8
Additional 5 minutes of storage $ * $ 3
Pager out call $ * $ 2
MISCELLANEOUS CIRCUIT COSTS
---------------------------
Relocation of Service (telephone lines,
data/lan lines) $40 N/A
Dry Circuits (For Alarms, Monitors, etc...,
1 or 2 pair) $ * $ 3
Private Line extended from outside provider
(1 or 2 pair) $* $ *
DDS Circuit extended from outside provider
(1 or 2 pair) $ * $ *
ISDN(&DSL) Circuit extended from outside
provider (l or 2 pair) $ * $ *
DS1/T1 Circuit extended from outside provider
(incl. eng.) $300 $75
BUILDING WIRING
---------------
Point to Point 4-wire circuit (through existing
cable plant) $40 $ 3
Point to Point 4-wire circuit with upgraded wiring $ *
LAN Cabling
Fiber-Optic Cabling
AUDIO VIDEO EQUIPMENT & SERVICES DAILY COST
-------------------------------- ----------
Slide Projector $10
VCR & TV/Monitor or Combo Unit $ *
Easel/flipcharts $5/$10
VHS Camcorder $15
OVERHEAD Projector $10
LCD, DLP, XXX PROJECTORS $15-$50
*APPLY BASIC SERVICE FEE (WAIVED IF WORK PERFORMED AT INSTALLATION)
Parties agree that reasonable annual adjustments, the same as applied to other
Industrial Center Tenants, can be made without prior notice effective January of
each calendar year.
Initials: /s/ P.A.P.
/s/ R.H.D.
Exhibit C
Page 4 of 4
16
GENERAL ATOMICS RULES & REGULATIONS
ATTACHED AND MADE A PART OF THIS LEASE
1. Lessor agrees that Lessee is entitled to, and shall have the quiet
enjoyment of the Premises described in the Sublease.
2. During the term of the Agreement, Lessee shall provide Lessor the names
and home telephone numbers of two Lessee employees that can be contacted
by the Lessor for emergencies during Lessee's non-business hours.
3. Lessor shall provide Lessee a minimum 24-hour advanced notice of any
inspection by the Lessor, Owner, Lender, insurance carriers and
respective agents.
4. During the warranty period, Lessee shall give Lessor prompt notice of
any accidents to or defects in the water pipes, gas pipes, electric
system, lights and fixtures, heating and cooling apparatus or any other
service equipment.
5. Any service piping, ducts, electric conduits, telephone wiring and
antennas exterior to the Building, or boring, cutting of exterior walls,
floor or roof shall not be permitted, except with the written consent of
Lessor.
6. Lessee's identification sign(s) shall be subject to prior approval by
Lessor. Guidelines for Building exterior signage is available from the
Lessor upon request.
7. Lessee shall not install blinds, shades, awnings or other form of inside
of outside window covering, or window ventilators or similar devices
without the prior written consent of Lessor.
8. Lessee shall maintain Premises in a clean and safe condition. Trash
shall be placed in appropriate disposal containers at locations
designated by Lessor for pick-up and disposal by a service contractor of
the Lessor.
9. Lessee and Lessee's employees shall not obstruct the sidewalks,
driveways, or other common areas and shall use the same only as a means
of passage, access and parking; all materials, fixtures, furnishings and
equipment shall be stored inside the Building. Outside storage at the
Premises is prohibited.
10. The water closets, urinals and other plumbing shall be used for the
purpose for which they were constructed and no rubbish, newspapers or
other substances of any kind shall be thrown into the fixtures. Lessee
shall not xxxx, install screws or drill into, or in any way deface the
exterior walls, stone, metal work, doors and windows of the Building.
11. Lessee and Lessee's agent and employees shall not play any musical
instrument, including radio and television, in a loud or objectionable
manner, or make or permit any improper noises in the Building, or
interfere in any way with other Industrial Center Lessees, or those
having business with them.
12. Lessee shall not conduct any auction, or sell goods, wares or
merchandise on the Premises.
13. Lessor shall not be responsible for loss of or damage to any fixtures,
furnishings or personal property from any cause.
14. Although Lessor may have given Lessee approval to use the name of the
Industrial Center in connection with any business on the property,
Lessor shall have the right to prohibit any advertising by any agent
which in Lessor's opinion, tends to impair the reputation of the
Building or its desirability as a Building for offices and laboratories,
and upon written notice from Lessor, Lessee shall refrain from or
discontinue such advertising.
15. No cooking shall be done or permitted by Lessee on the Premises, except
in areas specifically designed for the purpose, without the consent of
Lessor, nor shall the Premises be used for the storage of merchandise,
for washing clothes, for keeping of pets, for lodging or for any
improper, objectionable or immoral purposes.
16. Lessee shall not disturb, solicit or canvass any occupant of the
Industrial Center and shall cooperate to prevent same.
17. From time to time it may become advantageous to make amendments to this
list which are in the best interests of both Lessor and Lessee and which
are not inconsistent with the Sublease. Lessor reserves the right to
make such amendments by giving notice to Lessee.
Initials: /s/ P.A.P.
/s/ R.H.D.
Exhibit D
Page 1 of 1
17
ASBESTOS NOTIFICATION
January 1999
From: Licensing, Safety and Nuclear Compliance (LSNC)
TO: Employees and Occupants, Via Intercompany Memo
General Atomics, in compliance with California Health and Safety Code 25915 et
seq, is required to give written notice of the presence of asbestos containing
materials to all employees. This notification applies to General Atomics
facilities at 3550 General Atomics Court, 0000 Xxxxxxx Xxxxxx, and 00000
Xxxxxxxxx Xxxxxx.
Prior to 1979, asbestos was used extensively in the building industry throughout
the United States as thermal insulation, fireproofing, and in structural support
materials. At General Atomics asbestos has been used to insulate hot water and
steam pipes and ventilation ducts. It may be found in some attics and mechanical
rooms, in floor and ceiling tiles and window wall panels, some roofing material,
and core material in certain fire doors.
The mere presence of asbestos in a building does not necessarily mean that a
health hazard exists. Asbestos containing materials are not a health threat
unless asbestos fibers become airborne and are inhaled. In areas where the
asbestos is bonded or encapsulated and properly maintained, such as in the
materials listed above, there is very little or no risk to health.
Accordingly, it is important not to disturb asbestos containing materials.
General Atomics policy restricts work on asbestos containing materials to
certified asbestos contractors who are properly trained and equipped. Moving,
drilling, cutting, or otherwise disturbing such materials can pose a health risk
and should not be attempted by untrained personnel. Employees should immediately
notify (Licensing, Safety and Nuclear Compliance) if they observe materials that
they suspect contain asbestos and which are not properly maintained.
LSNC maintains records of asbestos sampling and air monitoring results performed
during the course of asbestos abatement work. Employees may contact LSNC, Xxxxx
Xxxxxxx at extension 2016, Xxxx Xxxxxxx at extension 2466, or Xxxxx Xxxxxxxx at
extension 2823, if they have questions or concerns regarding asbestos.
Initials: /s/ P.A.P.
/s/ R.H.D.
Exhibit E
Page 1 of 1
18
WORK LETTER AGREEMENT
This Work Letter Agreement is written to compliment the Sublease Agreement, as
amended, and all Exhibits (the "Agreement"). It expands and elaborates on the
Agreement with no conflict intended. In the event of a conflict, the Agreement
takes precedence.
I. PREMISES
The Lessor will deliver to the Lessee the Replacement Space Block located on
Building 14 Second Floor, highlighted by the crosshatched Area on the Floor
Plan, page 1, of Exhibit B. Within a reasonable period, but no later than
January 14, 2000, the Lessee shall surrender its current Xxxxxxxx 00 Xxxxx Xxxxx
Premises shown on page 2 of Exhibit B.
The Parties agree to cooperate in the installation of Leasehold Improvements in
the Replacement Premises, which includes the Restoration of Non-Building
Standard Improvements installed by the previous tenant, and the minor fit-up of
those improvements specified by the Lessee. Except for the improvements as
described below under the heading, Alterations and Utility Installations, the
Lessee agrees to accept those Non-Building Standard Improvements installed by
the previous Tenant, XX0.xxx, classified on Pages 7, 8 & 9 of this Exhibit, as
"Restoration Not Required" reclassified as, Building Standard Improvements.
II. ALTERATIONS AND UTILITY INSTALLATIONS
LESSOR LEASEHOLD IMPROVEMENTS:
The Lessor defines Non-Building Standard Improvements as any change in the
standard physical layout, appearance, colors, or general decor, that does not
match the Building Improvements installed by the Lessor prior to the Lessee's
Possession.
A. The Lessor will restore, at XX0.xxx cost, the Non-Building Standard
Improvements changing certain features installed by XX0.xxx, those generally
described in this Work Letter Agreement and classified as "Restoration
Required".
B. The Lessor will make minor repairs and inspect all building systems serving
the Premises, including HVAC, lighting, power, and Common Area appurtenances, to
ascertain the building systems are in good working condition.
C. This Work Letter Agreement makes no provisions for Alterations or Utility
Installations ("Leasehold Improvements") to be installed and paid for by the
Lessor, above and beyond those listed and classified as Restoration Required on
pages 7, 8 & 9 of this Work Letter Agreement.
D. The Parties and XX0.xxx agree that the structural deficiency of the computer
room raised floor, Xxxx 000X, will be corrected by removal of the raised floor
so that the open permit with the City Inspection Department is closed. The
Lessee agrees to accept the room in a condition with the raised floor removed,
and service cables stripped back to a safe condition.
E. Except for Restoration of the raised computer floor, and the closure of the
permit for the computer floor improvements, the Non-Building Standard
Restoration Required does not require issuance of building permits. The Lessor
and XX0.xxx will resolve the permit closure for the computer raised floor.
LESSEE SPECIFIED LEASEHOLD IMPROVEMENTS:
The Lessee will specify any Leasehold Improvements required prior to Possession,
and will either authorize the Lessor to install these improvements, or the
Lessee will engage the services of Lessor approved service contractors to
install said improvements, and in either case, pay for said improvements.
F. Any Lessee specified Leasehold Improvements, classified as a Non-Building
Standard Improvements, shall be subject to restoration at the expiration of the
Agreement, and may be subject to Added Security Deposit as agreed in Exhibit C
of this Amendment.
G. Improvements that change the use, or are determined to impact the structural
or life safety features of the building, shall be changed by formal design, and
installed under permits issued by the City of San Diego.
H. Any Leasehold Improvement installed by the Lessee is subject to review and
consent of the Lessor as covered in Paragraph 7.4 of the Agreement. For those
Leasehold Improvements installed by the Lessee, the Parties agree to the
following responsibilities:
Initials: /s/ P.A.P.
/s/ R.H.D.
Exhibit F
Page 1 of 9
19
The LESSEE, at the Lessee's sole cost and expense will:
1. Select and pay for a design consultant to prepare a space plan
acceptable to the Parties.
2. Select design consultants to prepare construction documents for permits
and installation.
3. Make application for and obtain building permits for installation from
the City of San Diego.
4. Issue contracts and make payment for design consultants, contractors,
agencies and others that provide labor, materials and services toward
installation.
5. Provide construction management for the Leasehold Improvements.
6. Obtain final inspection and approval to occupy from the City Building
Inspection Department.
7. Provide the Lessor copies of as-built, construction documents.
The LESSOR at its sole cost and expense will:
8. At its discretion, file a "Notice of Non-Responsibility" giving notice
to all material suppliers and contractors that the Lessor is not
responsible for payment of contracted services related to the Lessee's
Improvements.
9. Perform a design review of the construction documents to verify the
design is consistent with this Agreement.
10. Perform routine inspections of the construction area to confirm that the
installations are in general accordance with the plans and
specifications, and acceptable construction quality standards are being
maintained during construction.
11. Perform routine inspections to verify construction progress is being
made in a manner considerate of other Building Tenants.
12. Make a final determination if the installed improvements are in variance
with Building Standard design and construction, and assess for Added
Security Deposit if deemed necessary.
13. Prepare a Sublease Amendment to memorialize fulfillment of the Parties'
obligations under this Work Letter Agreement, and to include other minor
changes deemed appropriate and necessary.
III. FINANCING
The Parties agree to pay for Leasehold Improvements according to the following
general guidelines:
WORK TASK ESTIMATE ESTIMATE
--------- -------- --------
PAID BY LESSOR LESSEE
------- ------ ------
RESTORATION OF NON-BUILDING STANDARDS IMPROVEMENTS
ADDED #1 SPACE BLOCK $20,853 $00
ADDED #2 SPACE BLOCK $25,076 $00
ADDED #3 SPACE BLOCK $ 00 $00
ADDED #4 SPACE BLOCK $ 00 $00
Remove Computer Room Raised Floor $ 00 $00
LESSEE SPECIFIED LEASEHOLD IMPROVEMENTS
Repair and Touch-up Painting $ 00 TBD
Server Room Alterations $ 00 TBD
Other Alterations $ 00 TBD
Other Utility Installations $ 00 TBD
Security Locks/Access System $ 00 TBD
TOTAL $45,929 TBD
The cost and expense of installing Lessee Specified Leasehold Improvements, such
as items with the estimate designated TBD, shall be to the account of the
Lessee. It is the Lessor's policy to collect a deposit to secure the performance
of the Lessee to restore those Non-Building Standard Improvements deemed by the
Lessor as Non-Building Standard Installations at the time the improvements are
planned. These improvements shall be removed at the Lessee's expense upon the
Lessee's surrender of the Premises.
Initials: /s/ P.A.P.
/s/ R.H.D.
Exhibit F
Page 2 of 9
20
IV. TENANT FIXTURES AND EQUIPMENT
Except for the Lessor's built-ins in Rooms 215, 222, 250 & 268, the Premises are
offered by the Lessor and accepted by the Lessee in an unfurnished condition.
The Lessee is responsible as follows:
A. Furnish the Premises as needed with desks, tables, chairs, computers, FAX,
copiers, files and audio visual.
B. Furnish the Premises with tenant fixtures and equipment needed for the
conduct of Lessee's business.
C. Make a selection of the telephone/data service provider and issue orders to
have installed a telephone/data system, whichever system the Lessee selects.
D. Engage the services of outside providers as required to purchase, relocate,
move, install and setup equipment listed in A, B and C above.
E. Issue orders to the Lessor's Security Department to install door locks
installed as needed within the Lessee's Premises.
F. By separate agreement with the previous Tenant, XX0.xxx, dated ____________,
1999 the Lessee has assumed ownership and all rights for furniture, telephone
system and security systems remaining installed in the Building 14 Premises.
The following generic list of items are included in this separate asset purchase
agreement between the Lessee and XX0.xxx:
Number Description Location
[See Asset Purchase Agreement Attached]
V. SCHEDULE
Following is the Lessor's best effort schedule for executing a Termination
Agreement with XX0.xxx and completing work for preparation of the Lessee's
Replacement Premises.
ACTION ITEM PARTY(s) DATE
----------- -------- ----
Execute Letter Agreement Both Nov 17 1999
Pay Security Deposit Lessee Nov 17 1999
Execute Sublease Amendment #2 Both Dec 15 1999
Execute XX0.xxx Termination Lessor Dec 15 1999
Complete Non-Bldg Std Restoration Req'd Lessor Dec 20 1999
Walk through Inspection Both Dec 21 1999
Possession Lessee Dec 27 1999
VI. BUILDING 14 COMMON AREA CHANGES.
Parties acknowledge that changes to the Common Area may be required from time to
time, as described in Paragraph 2.7 of this Agreement. Following are the current
guidelines for Lessee vehicle access and parking.
A Provisions by LESSOR:
1. Vehicular access to Building 14 Complex is provided from Science Center Drive
and the Building 14 Complex is closed off to the remainder of the Industrial
Center (the "Remainder Industrial Center").
2. Alternate emergency vehicle access, and non-routine service access, is
provided to the Building 14 Complex via use of locked gates separating Building
14 and 15 east access road.
3. Pedestrian access between the Building 14 Complex and the Remainder
Industrial Center remains unchanged.
Initials: /s/ P.A.P.
/s/ R.H.D
Exhibit F
Page 3 of 9
21
4. Internet Products Incorporated (IPI), a Building 14 Tenant, provides the
Lobby Reception Service for all Building 14 Tenant Companies similar to the
function the Lessor performs through its Building 1 Reception Lobby, except that
IPI operates the Security Access and Control System (SACS) only during IPI's
normal business hours, including the lunch period, ("Operating Hours").
5. Lessor operates the SACS remotely from Building 1 Security Station during
IPI's Non-Operating Hours.
6. IPI retains nonexclusive use of the Lobby, and does not provide clerical or
mail service to other Building 14 Tenants.
7. Visitor parking is provided near the north and south building entrances;
handicap parking is provided at the northwest xxxxx of Building 14.
8. A turnaround and loading zone are provided for light freight truck delivery
at the south entrance to the Building 14 near access to the Building elevator.
9. As a means to control parking at the Remainder Industrial Center, all
Building 14 Tenant employees are assigned a colored picture badge distinct from
those used for the Remainder Industrial Center. All Building 14 Tenant employees
will register vehicles with GA Security, and may be assigned numbered decals to
be displayed in the Lessee employee owned vehicles.
10. The Lessor will restrict parking at Building 14 Complex according to the
following breakdown:
BUILDING 14 PARKING ALLOCATION SUMMARY-EFFECTIVE OCTOBER 1, 1999
PARKING @ 3 SPACES/1000SF
-------------------------
OCCUPANT BUILDING LEASED SPACE (sf) AUTHORIZED AVAILABLE BALANCE
-------- -------- ----------------- ---------- --------- -------
Internet Products Inc. 14 10,802 32 --- ---
PacketVideo 14 20,955 63 --- ---
PacketVideo Replace-
ment Tenant 14 8,250 25 --- ---
Sitematic Corp. 14 7,688 23 --- ---
UCSD 14 3,748 11 --- ---
Visitors 00 07 --- ---
Handicap 00 05 --- ---
------ --
Total Leased 51,443 166 --- ---
Required by Zoning 14 59,920 180 188 22
B. Provisions by LESSEE: The Lessee will cooperate with the Lessor, and other
Building 14 Tenants, to restrict access to the Building 14 Complex and Remainder
Industrial Center to those employees, suppliers, shippers, customers,
contractors and invitees having a business need for said access to the Lessee's
Premises. The Lessee agrees to the following:
1. Routinely provide IPI and Lessor Security Department the names of Lessee's
contacts, or employee phone numbers, to assist with receiving visitors, badging
visitors, and providing visitor directions to the Lessee's Premises.
2. Notify and advise organizations serving the Lessee (FedEx, UPS, etc.) of the
change of street address from 00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000, to 00000
Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000.
3. Notify the Postal Service, or courier service for direct US Mail pickup and
deliveries of the change of street address from 00000 Xxxxxxx Xxxxxx Xxxxx,
Xxxxx 000 mail box, to 00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000 mail box.
4. Wear and display the GA Security Badge when present at the Building 14
Complex, or the Remainder Industrial Center.
5. Affix vehicle decals to employee vehicles accessing and parking at the
Building 14 Complex, if the request is made by the Lessor's Security Department.
6. Pay for repair of damages to the SACS System caused by the Lessee's
employees, suppliers, shippers, customers, contractors and invitees.
7. In the event allocated parking is exceeded, designate certain employees to
use spillover parking at the Remainder Industrial Center, and execute badge
exchange for site access and parking to designated areas of the Remainder
Industrial Center, in lieu of the Building 14 Complex. The Lessor will restrict
spillover parking to the Building 9 lot equivalent to one space for each 1000sf
of leased space.
Initials: /s/ P.A.P.
/s/ R.H.D.
Exhibit F
Page 4 of 9
22
VII. LESSEE OBLIGATIONS DURING TENANCY
ROUTINE AND PERIODIC CLEANING:
Pursuant to the Lessee's obligations stipulated in Paragraph 7.1 of this
Sublease Agreement, the Lessee will perform routine and periodic cleaning at the
following minimum frequencies for all offices, the West Lobby, Toilet Rooms,
Lunch/Coffee Mess Rooms and dedicated corridors serving the Lessee's Premises,
spaces identified by Room Number in the Space Summary, Exhibit B. Routine and
period cleaning shall apply to that portion of the second floor crosshatched on
the Floor Plan, Exhibit B. The following standards are established to maintain a
neat, clean facility void of rodent and pest infestation, and for control of
fire and personnel hazards.
ACTIVITY
OFFICES/PRODUCTION FREQUENCY
------------------ ---------
Empty Trash Daily
Empty Recycle Bi-Weekly
Vacuum Weekly
Spot Clean Carpet Weekly
Wipe and Clean Door Hardware/Sw Plates Monthly
Dust Baseboards Monthly
Dust window shades Monthly
Carpet Extraction Cleaning Quarterly
Clean Window Interior Surfaces Quarterly
ACTIVITY
TOILET ROOMS FREQUENCY
------------ ---------
Wet Mop Floors Daily
Clean and Disinfect Fixtures Daily
Clean Mirrors Daily
Stock Supplies Daily
Empty Trash Daily
Spot Clean Doors, Frames and Pulls Daily
Clean Privacy Partitions/Doors Weekly
Spot Clean Walls Weekly
Clean Dispensers Weekly
Strip and Wax Floors Quarterly
ACTIVITY
CORRIDORS/LUNCH ROOMS/COFFEE MESS FREQUENCY
--------------------------------- ---------
Wet Mop or vacuum Daily
Empty Trash Daily
Empty Recycle Daily
Arrange and Clean Reading Tables Daily
Clean Desks, Tables and Counters Daily
Vacuum/Clean Chairs Weekly
Dust Baseboards Monthly
Dust Picture Frames Monthly
VIII. LESSEE OBLIGATIONS TO SURRENDER PREMISES
CHECKLIST:
Notwithstanding the obligation for Non-Building Standard Restoration, the
following summarizes the obligations of the Lessee related to the surrender of
the Premises at the end of tenancy, pursuant to Paragraph 7.4 of the Agreement.
Prior to the Lessee's surrender of part or all of the Premises, the Parties will
make inspections to ascertain the said Premises are in a condition acceptable to
the Lessor, a condition existing at the time the Lessor tendered the respective
Space Block to the Lessee, or with Alterations as installed and acceptable to
the Lessor, normal wear and tear accepted.
Initials: /s/ P.A.P.
/s/ R.H.D.
Exhibit F
Page 5 of 9
23
BUILDING LOCATION:______________________________________________________________
OFFICES LESSOR LESSEE DATE
------- ------ ------ ----
Furnishings removed _____ _____ _____
Fixtures removed _____ _____ _____
Trash removed _____ _____ _____
Telephones disconnected _____ _____ _____
Services stripped/safe off _____ _____ _____
Fixture inventory completed _____ _____ _____
Fixtures and equip. cleaned _____ _____ _____
NBS telecom cable removed _____ _____ _____
Walls/minor repairs completed _____ _____ _____
Carpet extraction cleaned _____ _____ _____
Ventilation balanced if NBS _____ _____ _____
Lessor signage left in place _____ _____ _____
Restoration completed or deferred _____ _____ _____
Lessee signage removed/repaired _____ _____ _____
Key locks changed _____ _____ _____
NBS = Non Building Standard _____ _____ _____
SUCCESSOR TENANT CONSENT (IF APPLICABLE)
First inspection _____ _____ _____
Ownership transfer completed _____ _____ _____
Final inspection _____ _____ _____
Date: Turnover and Acceptance _____ _____ _____
-----------------------------
Initials: /s/ P.A.P.
/s/ R.H.D.
Exhibit F
Page 6 of 9
24
XX0.XXX - RESTORATION COST SUMMARY
PERIOD ENDING FEBRUARY 28, 1999
PROJ: GENERAL ATOMICS BUILDING 14 REPLACEMENT TENANT -PACKETVIDEO ESTIMATORS: X.X. XXXXX/X.X. XXXXXXX
ADDED SPACE BLOCK #1
PREV REVISED RESTORATION
EST EST NOT
ITEM ROOM NO. CONTRACTOR COST COST REQUIRED REQUIRED NOTES
---- -------- ---------- ---- ---- -------- -------- -----
1 Replace walls, doors, 256-257 Good & Xxxxxxx 1,611 1,611 1,000 611 Doors/frames & clgs
and ceiling only
2 Replace hallway carpet H250 Astra Flooring 5,000 7,000 7,000 0 Replace all blk
and topset base vinyl flooring
3 Replace tile 223 Astra Flooring 2,100 2,100 0 2,100
4 Replace carpet 252 Astra Flooring 1,450 1,450 0 1,450
5 Replace corridor H250 Good & Xxxxxxx 1,354 1,354 1,354 0
ceiling tile and grid
6 Remove and replace H250 Good & Xxxxxxx 683 683 683 0
corridor accent
7 Remove raised floor 252 Good & Xxxxxxx 1,390 1,390 0 1,390 Remove raised flr-
and glass door no cost
8 Repair wall - Fill in 263 Good & Xxxxxxx 646 646 0 646
Trangle opening
9 Paint corridor walls H250 XxXxxxxx Painting 720 720 720 0
10 Paint corridor doors H250 XxXxxxxx Painting 600 600 600 0
and frames
11 Paint new walls 256-257 XxXxxxxx Painting 150 150 0 150
12 Remove fire suppression 252 Xxxxxxx 1,000 1,000 0 1,000 MP3 to handle
system
13 Remove a/c system 252 Xxxxxxx & Blanc 1,200 1,200 0 1,200
14 Remove electric panel 000 Xxxxx Xxxxx Electric 1,250 1,250 700 550
and underfloor circuits
15 Remove track lighting X000 Xxxxx Xxxxx Electric 300 300 300 0
in corridor
16 Replace corridor fire H250 Xxxxxxx & Blanc 800 800 800 0
sprinkler heads
17 Replace corridor lights X000 Xxxxx Xxxxx Electric 2,100 2,100 2,100 0
18 Replace lobby carpet L200 Astra Flooring 3,000 3,000 3,000 0 Item missed in
and topset base Amend #1
19 Replace black supply H250 Xxxxxxx & Blanc 0 700 700 0 Item missed in
& return grilles Amend #1
SUBTOTAL $ 25,354 $28,054 $18,957 $9,097
CONTINGENCY - 10% $2,535 $2,805 $1,896 $910
Initials: /s/ P.A.P.
/s/ R.H.D.
Exhibit F
Page 7 of 9
25
XX0.XXX - RESTORATION COST SUMMARY
PERIOD ENDING MAY 14, 1999
PROJ: GENERAL ATOMICS BUILDING 14 REPLACEMENT TENANT - PACKETVIDEO ESTIMATORS: X.X.XXXXX/X.X. XXXXXXX
ADDED SPACE BLOCK #2
PREV REVISED RESTORATION
EST EST NOT
ITEM ROOM NO. CONTRACTOR COST COST REQUIRED REQUIRED NOTES
---- -------- ---------- ---- ---- -------- -------- -----
1 Remove carpet; reinstall 290 Astra Flooring 9,725 9,725 0 9,725
ESD tile, 4" base
2 Remove carpet; reinstall 275 Astra Flooring 1,791 1,791 0 1,791
SDT tile, 4" base
3 Reinstall dividing wall 214C/D&E/F Good & Xxxxxxx 3,144 3,144 1,572 1,572 Restore one of
two offices.
4 Wall Sconces-patch H210 Good & Xxxxxxx 612 612 612 0
walls
5 Remove ceiling tile; H210 Good & Xxxxxxx 612 612 612 0
patch walls
6 Remove 75 KVA 252 Chula Vista 0 0 0 0
transformer Electric
7 Remove 200 AMP 252 Chula Vista 0 0 0 0
panelboard Electric
8 Remove computer 000 Xxxxx Xxxxx 200 200 0 200
room outlets Electric
9 Disconnect fire 000 Xxxxx Xxxxx 50 50 0 50
suppression panel Electric
10 Remove new air 000 Xxxxx Xxxxx 200 200 0 200
conditioning wiring Electric
11 Remove new 480V 252 Chula Vista 0 0 0 0
200 AMP meter Electric
12 Remove five new H250 Chula Vista 300 300 300 0
track lights Electric
13 Provide and install hall L200 Chula Vista 2,100 2,100 0 2,100 Duplicate-See
lights Electric Space blk #1
14 Remove wall sconce X000 Xxxxx Xxxxx Electric 800 800 800 0
lighting Electric
15 Remove red globe X000 Xxxxx Xxxxx 400 400 400 0
lighting Electric
16 Restore four offices H210 Chula Vista 1,600 1,600 800 800 Restore one of
to original Electric two offices.
17 Demo power pole in 000 Xxxxx Xxxxx 100 100 0 100
conference room Electric
18 Paint new and existing 214C/D&E/F XxXxxxxx Painting 600 600 300 300 Restore X. Xxxxxxxx
walls office.
19 Paint corridor walls, H210 XxXxxxxx Painting 11,000 11,000 11,000 0
doors and frames
20 Paint walls 290 XxXxxxxx Painting 400 400 400 0
21 Sand and prep blue walls H210, L200-201 Good & Xxxxxxx 0 6,000 6,000 0 Item missed
in Amend #1
SUBTOTAL $33,634 $39,634 $22,796 $16,838
CONTINGENCY - 10% $3,363 $3,963 $2,280 $1,684
TOTAL $36,997 $43,597 $25,076 $18,522
Initials: /s/ P.A.P.
/s/ R.H.D.
Exhibit F
Page 8 of 9
26
XX0.XXX - RESTORATION COST SUMMARY -ADDED SPACE BLOCKS #3, #4 AND OTHER
PERIOD ENDING JULY 31, 1999
PROJ: GENERAL ATOMICS BUILDING 14 REPLACEMENT TENANT - PACKETVIDEO ESTIMATORS: X.X.XXXXX/X.X. XXXXXXX
ADDED SPACE BLOCK #3
PREV REVISED RESTORATION
EST EST NOT
ITEM ROOM NO. CONTRACTOR COST COST REQUIRED REQUIRED NOTES
---- -------- ---------- ---- ---- -------- -------- -----
0 XXXX XXXX XXXX 0 0 0 0 NONE
PROJ: GENERAL ATOMICS BUILDING 14 REPLACEMENT TENANT - PACKETVIDEO
ADDED SPACE BLOCK #4
PREV REVISED RESTORATION
EST EST NOT
ITEM ROOM NO. CONTRACTOR COST COST REQUIRED REQUIRED NOTES
---- -------- ---------- ---- ---- -------- -------- -----
1 Carpet replacement; All Astra Flooring 24,458 24,458 0 24,458 Packetvideo will
4-inch base take as is.
SUBTOTAL 24,458 24,458 0 24,458
CONTINGENCY - 10% 2,446 2,446 0 2,446
TOTAL $26,904 $26,904 $0 $26,904
PROJ: GENERAL ATOMICS BUILDING 14 REPLACEMENT TENANT - PACKETVIDEO
ESTIMATORS: X.X. XXXXX/X.X. XXXXXXX
ADDED SPACE BLOCK - OTHER
PREV REVISED RESTORATION
EST EST NOT
ITEM ROOM NO. CONTRACTOR COST COST REQUIRED REQUIRED NOTES
---- -------- ---------- ---- ---- -------- -------- -----
1 Correct raised floor 252 Good & Xxxxxxx 13,800 13,800 0 13,800 Removed by
deficiencies vendor at no cost.
SUBTOTAL 13,800 13,800 0 13,800
CONTINGENCY - 10% 1,380 1,380 0 1,380
TOTAL $15,180 $15,180 $0 $15,180
Initials: /s/ P.A.P.
/s/ R.H.D.
Exhibit F
Page 9 of 9
27
ESTOPPEL CERTIFICATE AND ATTORNMENT
(SUBLEASE)
PacketVideo, a California Corporation ("Lessee"), hereby certifies, and agrees
as follows, for the benefit of Bank of America National Trust and Savings
Association (the "Bank").
1. Pursuant to a sublease dated September 1, 1998, as amended by Amendment #1 to
Sublease dated September 1, 1998 (collectively, the "Lease"), the Lessee has
leased a portion (the "Leased Premises") of certain real property (the
"Property") commonly known as the General Atomics Industrial Center in San
Diego, California, from General Atomics, a California Corporation (the
"Lessor"). A true and complete list and description of the Lease and all
supplements, modifications and amendments thereto, is attached as Attachment
"A".
2. The Lease covers approximately 20,955 square feet in Building 14. The term of
the Lease (including all extensions) will expire on October 31, 2005. Effective
with possession of the Replacement Space Block, Monthly Rent under the Lease is
$29,756.
3. Other than ordinary servicing agreements (such as agreements for maintenance
and security of the Leased Premises), the Lease constitutes the only agreement
between the Lessor and the Lessee with respect to the Leased premises.
4. The Lessee acknowledges that the fee interest in the Property is owned by
Genesee Properties, Inc., a Wyoming corporation (the "Borrower"), and that
Lessor holds leasehold interests in the Property pursuant to master leases (the
"Master Leases") dated September 26, 1986, as amended. The Lessee acknowledges
that the Bank has made a loan to the Borrower secured by a deed of trust on the
Property and an assignment of all leases and subleases affecting the Property,
including the Master Leases and the Lease. The Lessee acknowledges that the
Lease is subject to the Master Leases. The Lessee acknowledges that the Bank is
relying on this Certificate in connection with the loan.
5. Except as otherwise described in any attachment hereto, the Lease is in full
force and effect, the Lessee has accepted the Leased Premises and presently
occupies them, the Lessee is paying rent on a current basis, and the Lessee has
no set-offs, claims or defenses to the enforcement of the Lease.
6. Except as otherwise described in any attachment hereto, as of the date of
this Certificate, the Lessor is not in default under the Lease, and has not
committed any breach of the Lease, and no notice of default has been given to
the Lessee.
7. Except as otherwise described in any attachment hereto, as of the date of
this Certificate, the Lessor is not in default under the Lease, and has not
committed any breach of the Lease.
8. Except as otherwise described in the Lease or any attachment hereto, the
Lessee has not paid any rent in advance under the Lease except for rent for the
current month and a Security Deposit of $38,138. The Lessee has no claim against
the Lessor for any security deposit or prepaid rent except as provided in this
Section.
9. The Lessee acknowledges that, except as set forth in the Lease or as
otherwise described in any attachment hereto, it has no right or option to
extend the term of the Lease, to cancel or terminate the Lease, or to purchase
or otherwise acquire any interest in the Property.
10. The Lessee agrees that, except as described herein (interpreted to mean the
Agreement), or unless the Bank otherwise consents in writing, the Lessee will
not pay any rent more than thirty (30) days in advance of the date when due and
will not assign the Lease or sublease the Leased Premises.
11. The Lessee agrees that upon receipt by the Lessee of written request by the
Bank, the Lessee shall pay all rents and other amounts as they become due under
the Lease directly to the Bank or as the Bank may otherwise direct.
12. In the event that the Lessor interest in the Property is acquired by any
purchaser or transferee (including the Bank) at any foreclosure sale under the
Banks deed: of trust, or by conveyance in lieu of such foreclosure, the Lessee
shall remain obligated to such transferee under the Lease, and shall be deemed
to have attorned to such transferee under the terms of the Lease, so long as
Lessee is not in default under the Lease, Bank will recognize Lessee as a Tenant
and will not disturb Lessee's possession of the Premises. Such attornment shall
be effective without notice and without the execution of any further documents,
provided that the Lessee shall, upon written request of such transferee,
promptly confirm such attornment in writing and, if requested, shall enter into
a new lease on the same terms and conditions as those set forth in the Lease.
Initials: /s/ P.A.P.
/s/ R.H.D.
Exhibit G
Page 1 of 5
28
13. Upon any breach by the Lessor under the Lease, the Bank shall have the right
(but not the obligation) to cure such breach prior to the termination of the
Lease by the Lessee. The Lessee shall not declare a termination of the Lease as
the result of any such breach unless, within thirty (30) days after the Banks
receipt of notice of such breach from the Lessee, the Bank shall have failed to
cure such breach or to commence action to cure such breach.
14. Except to the extent actually received by the Bank, the Bank shall not be
liable for any obligation of the Lessor under the Lease, any claim, offset or
defense which the Lessee may have against the Lessor, or the return of any sums
which the Lessee may have paid to the Lessor as a security deposit, advanced
rent or otherwise. The Bank shall have no obligation to cure any breach or
default of the Lessor under the Lease. The Bank shall not be bound by any rent
or other amount paid under the Lease by the Lessee to the Lessor more than
thirty (30) days in advance of the date when due.
15. Except as otherwise described in any attachment hereto, during the term of
the Lease the Leased Premises have not been, are not being, and shall not be
used for the use, storage, release, generation, disposal, handling or
transportation of Hazardous Substances other than ordinary office and
maintenance supplies. "Hazardous Substance" means: a) any substance that is
toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic,
mutagenic or otherwise hazardous, and is or becomes regulated by any government
authority, department, commission, board, agency or instrumentality of the
United States, the State of California, or any political subdivision thereof; b)
any other substance, the presence of which requires investigation or remediation
under any federal, state or local statute, regulation, ordinance, order, action
or common law; and c) any additional substances or materials which at such time
are classified or considered to be hazardous or toxic under the Laws of
California or any other applicable Laws relating to the Property.
16. All notices required or permitted to be given pursuant to this Agreement
shall be in writing and shall be mailed or delivered to the appropriate address
set forth below:
IF TO THE BANK:
Bank of America National
Trust and Savings Association
000 Xxxxxx
Xxxxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Attn: Xx. Xxxxx X. Xxxxxx
IT TO THE LESSEE:
PacketVideo Corporation
00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Attn: Xxx Xxxxx
The Lessee has executed this Certificate as December __, 1999, as San Diego,
California.
IF TO THE MASTER LESSOR:
Genesee Properties, Inc.
3550 General Atomics Court
X.X. Xxx 00000
Xxx Xxxxx, Xxxxxxxxxx 00000
Attn: Xxxx X. Xxxxxxx
IN WITNESS WHEREOF, the parties have executed this Agreement as of this ___ day
of ______________ 1999.
MASTER LESSOR: SUBLESSOR: SUBLESSEE:
GENESEE PROPERTIES, GENERAL ATOMICS PACKETVIDEO
INC. CORPORATION
Signature:_____________ Signature:_____________ Signature:_____________
Xxxx X. Xxxxxxx Xxxx X. Xxxxx Xxxxx X. Price
President Sr. VP, Administration Chief Financial Officer
Initials: /s/ P.A.P.
/s/ R.H.D.
Exhibit G
Page 2 of 5
29
ESTOPPEL CERTIFICATE AND ATTORNMENT
THIS EXHIBIT INCLUDES
PAGES I THROUGH 5
AND
ATTACHMENTS "A" & "B"
Initials: /s/ P.A.P.
/s/ R.H.D.
Exhibit G
Page 3 of 5
30
ATTACHMENT "A"
DESCRIPTION OF LEASE AND ALL SUPPLEMENTS,
MODIFICATIONS, AMENDMENTS AND EXTENSIONS
NO. DOCUMENT ISSUE DATE
--- -------- ----------
1. Sublease Agreement September 1, 1998
2. Amendment #1 to Sublease Agreement September 1, 1999
3. Amendment #2 to Sublease Agreement December 1, 1999
Initials: /s/ P.A.P.
/s/ R.H.D.
Exhibit G
Page 4 of 5
31
ATTACHMENT "B"
EXCEPTIONS TO LESSEE ESTOPPEL CERTIFICATE
Initials: /s/ P.A.P.
/s/ R.H.D.
Exhibit G
Page 5 of 5
