EXHIBIT 10.17
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE (the "Amendment") is entered into as of the 18th
day of OCTOBER, 2001 by and between Waltham Winter Street 890 LLC, a Delaware
limited liability company ("Landlord"), and Firepond, Inc., a DELAWARE
corporation ("Tenant"). This Amendment amends that certain Lease dated March 25,
1999, between 000 Xxxxxx Xxxxxx, L.L.C., predecessor in interest to Landlord,
and Tenant, pursuant to which Tenant currently leases approximately 29,534
square feet of space on the third floor (the "Premises") of the building known
as 000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx (the "Building"). Landlord is the
successor in interest to all right, title and interest of 000 Xxxxxx Xxxxxx,
L.L.C., as landlord, in and to the Lease. Capitalized terms not defined herein
shall have the meaning ascribed to them in the Lease. For good and valuable
consideration, the receipt and sufficiency of which are acknowledged by the
parties, Landlord and Tenant hereby amended the Lease as follows:
1. REDUCTION OF PREMISES. Effective on December 1, 2001 (the
"Change Date"), the portion of the Premises more particularly shown on the floor
plan for the third floor of the Building attached hereto as EXHIBIT A ("Third
Floor Plan") consisting of approximately 22,554 square feet (the "Relinquished
Space") shall be released and no longer included in the Premises, and Tenant's
obligations under the Lease with respect to the Relinquished Space shall be
terminated as of the Change Date, except for those obligations which by their
terms survive the termination of the Lease, except that Tenant shall continue to
pay all Basic Rent and Additional Rent for the Relinquished Space through and
including February 28, 2002. Tenant shall surrender the Relinquished Space to
Landlord on the Change Date in its current condition as of the date hereof,
reasonable wear and tear excepted, except that the Relinquished Space shall not
contain any furniture or other personal property of Tenant. From and after the
Change Date, that remaining portion of the Premises on the third floor of the
Building consisting of approximately 6,980 square feet, more particularly shown
on the Third Floor Plan, shall be the sole remaining portion of the Premises
(the "Remaining Premises"0. Commencing on March 1, 2002, the annual rate of
Basic Rent for the Remaining Premises shall be as follows (based on the same
rates per annum previously applicable to the Premises):
March 1, 2002 - June 30, 2002 $239,065.00 per annum ($34.25 per square foot)
July 1, 2002 - June 30, 2003 $242,555.00 per annum ($34.75 per square foot)
July 1, 2003 - December 31, 2004 $246,045.00 per annum ($35.25 per square foot)
From and after the Change Date Tenant shall continue to pay all Additional Rent
(including, without limitation, Additional Rent payable for Taxes as set forth
in Article 8 and for Operating Expenses as set forth in Article 9 of the Lease)
attributable to the Remaining Premises upon the same terms and conditions set
forth in the Lease, and Tenant's Proportionate Share for the Remaining Premises
shall be calculated as set forth in the Lease.
2. DEMISING WALLS. Landlord shall, at its sole cost and expense,
construct a demising wall at the boundary between Relinquished Space and the
Remaining Premises. Tenant shall provide Landlord with reasonable access to the
Premises prior to the Change Date to permit Landlord to perform such work.
Landlord shall use commercially reasonable efforts to complete the construction
of the demising wall prior to the Change Date, but in no event shall any delay
in such completion
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operate to delay the Change Date. Tenant shall be solely responsible for any
costs related to changes to its voice, data, security and related systems.
3. TERMINATION FEE. In consideration of Landlord's agreement to the
release of the Relinquished Space from the Premises, Tenant shall pay to
Landlord contemporaneously with Tenant's execution and delivery of this
Amendment a termination fee in the amount of One Hundred Thousand Dollars
($100,000.00).
4. PARKING. From and after the Change Date the number of reserved
parking spaces in the basement of the Building that Tenant is entitled to use
(pursuant to Section 2.2(c) of the Lease) shall be reduced to four (4) reserved
parking spaces. In addition, from and after the Change Date the aggregate number
of parking spaces that Tenant shall have the right to use pursuant to Section
2.2(c) of the Lease, including four (4) spaces set forth in the previous
sentence, shall be reduced based on the parking space allocation ratio set forth
in Section 2.2(c) of the Lease (3.3 parking spaces per 1,000 square feet of
Rentable Building Area) and the square footage of the Remaining Premises.
5. SECURITY DEPOSIT. Tenant shall have the right to submit updated
financial information to Landlord and request a reduction in the amount of the
Security Deposit to be effective March 1, 2002 and to reduce the required
Security Deposit amounts for succeeding periods set forth in the table regarding
the Security Deposit in Section 1.2 of the Lease. Landlord shall use good faith
and commercially reasonable judgment in reviewing such financial information and
such request, but Landlord shall be under no obligation to reduce said Security
Deposit amounts.
6. BROKERS. Tenant and Landlord represent and warrant to each other
that they have dealt with no brokers in connection with this Amendment other
than Xxxxxxxx Xxxx Company and Xxxxxxxxx and Xxxx (together, the "Brokers") and
agree to defend, with counsel approved by the other, indemnify and save the
other harmless from and against any and all cost, expense or liability arising
out of a breach of the foregoing representation and warranty. Landlord shall be
responsible for payment of any commissions of the Brokers.
Except as amended hereby, the Lease is hereby ratified and confirmed
and shall remain in full force and effect. The provisions of this Amendment
shall be binding upon and inure to the benefit of the parties and their
respective successors and assigns.
(Remainder of Page Intentionally Left Blank)
IN WITNESS WHEREOF, this Amendment has been executed as a sealed
instrument as of the day and year first written above.
LANDLORD:
WALTHAM WINTER STREET 890 LLC
By: Waltham Winter Street LLC, its member
By: Clarion Partners, LLC, its member
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Authorized Signatory
TENANT:
FIREPOND, INC.
By: /s/ Xxxx XxXxxxxxx 10-18-01
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Name: Xxxx XxXxxxxxx
Title: CFO
Exhibit A
THIRD FLOOR PLAN
(See Attached)
