EXHIBIT 10.12(c)
SECOND AMENDMENT TO LEASE AGREEMENT
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This Second Amendment to Lease Agreement (the "Second Amendment") is made and
entered into as of August 26, 1998 by and between Preview Software, Inc., a
California corporation ("Tenant"), and Limar Realty Corp. #26, a California
corporation ("Landlord"), successor in interest to the South Bay/Xxxxxx Joint
Venture, a California general partnership, with reference to the following
facts:
RECITALS
A. Landlord and Tenant entered into that certain Lease Agreement dated
September 5, 1997, as subsequently amended on September 19, 1997
(collectively, the "Lease") whereby Tenant is leasing from Landlord and
Landlord is leasing to Tenant that certain real property located at 0000
xxxxx Xx Xxxx Xxxx., Xxxxxx 000 and 180, Cupertino, California containing
approximately 8,399 rentable square feet (the "Original Premises"), as such
premises are more fully described in the Lease.
B. Tenant and Landlord wish to modify some of the provisions of the Lease to
extend the term of the Lease and to permit Tenant to lease approximately
2,046 additional rentable square feet (Suite 111-the "Expansion Premises")
so that the total area shall become approximately 10,445 rentable square
feet (the "Expanded Premises") as shown in Exhibit A attached hereto.
C. Landlord and Tenant desire to modify the Lease on the terms and conditions
set forth in this Second Amendment.
NOW, THEREFORE, in consideration of the mutual covenants, representations and
warranties contained in the Lease and this Second Amendment, Landlord and Tenant
hereto agree as follows:
1. Recitals: Landlord and Tenant agree that the above recitals are true
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and correct.
2. Premises: Commencing upon the earlier of (I) substantial completion
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of the Tenant Improvements in the Expansion Premises as reasonably
determined by Landlord's building architect, or (ii) the commencement
of move-in by Tenant into the Expansion Premises (the "Expanded
Premises Commencement Date"), Landlord hereby leases to Tenant and
Tenant hereby leases from Landlord the Expanded Premises containing
approximately 10,445 rentable square feet upon all of the terms and
conditions set forth in the Lease, as the same are amended by this
Second Amendment.
3. Term: The term of the Lease for the Expanded Premises shall be
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extended through August 22, 2001.
4. Monthly Base Rent: Commencing on the Expanded Premises Commencement
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Date, the Monthly Base Rent paid by Tenant to Landlord shall be as
follows:
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Monthly Base Rent for
Period (Inclusive) Expanded Premises
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Expanded Premises Commencement Date through 9/14/99 $ 32,482.30
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9/15/99-9/21/00 $ 33,579.50
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9/22/00-8/22/01 $ 34,922.68
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5. Tenant's Proportionate Share: Commencing on the Expanded Premises
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Commencement Date, Tenant's proportionate share of Operating Expenses
shall be increased from 10.37% to 12.90% (of the Cupertino Corporate
Center).
6. Condition of the Premises: Landlord agrees to fully build out the
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Expanded Premises as open office space with new building standard
carpet, paint, ceiling and ceiling lighting, and working electrical
and HVAC systems. The cost of further improvements, if
SECOND AMENDMENT TO LEASE AGREEMENT
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requested by the Tenant, for private offices and/or conference rooms,
shall be reimbursed to Landlord by the Tenant within twenty (20) days
of Landlord's billing Alternatively, if Tenant so requests, the cost
for such further improvements shall be paid for by the Landlord and
fully amortized over the term of the Lease at 8% per annum interest,
payable monthly as additional Rent.
7. Security Deposit: the Security Deposit shall be increased from Seventy
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Seven Thousand Eight Hundred Seventy-Eight and 00/100 Dollars
($77,878.00) to Ninety-Seven Thousand Two Hundred Twelve and 00/100
Dollars ($97,212.00), with such increased amount to be payable to
Landlord upon Tenant's execution of this Second Amendment.
8. First Right to Negotiate: From the Expanded Premises Commencement Date
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until August 21, 2001, Tenant shall have the First Right to Negotiate
on Suite 131, (containing approximately 1,910 rentable square feet) at
0000 Xx Xxxx Xxxx., Xxxxxxxxx, Xxxxxxxxxx (the "Offered Space"). When
Landlord decides to market the Offered Space, Landlord will so notify
Tenant, specifying rental rate, terms and conditions. If Tenant wishes
to lease the Offered Space, Tenant shall so notify Landlord in writing
within five (5) business days after the date of such notice and
diligently proceed with negotiations on the Offered Space. If the
negotiations do not result in Tenant and Landlord executing a letter
of intent for the Offered Space within ten (10) days of Tenant's
notice to Landlord or if Tenant and Landlord do not execute a lease
for the Offered Space within twenty (20) days of Tenant's notice to
Landlord, Tenant's First Right to Negotiate on the Offered Space shall
terminate and no longer be of any force or effect.
9. Effect of Amendment: Except as modified herein, the terms and
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conditions of the Lease shall remain unmodified and continue in full
force and effect. In the event of any conflict between the terms and
conditions of the Lease and this Second Amendment, the terms and
conditions of this Second Amendment shall prevail.
10. Definitions: Unless otherwise defined in this Second Amendment, all
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terms not defined in this Second Amendment shall have the meaning set
forth in the Lease.
11. Authority: Subject to the provisions of the Lease, this Second
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Amendment shall be binding upon and inure to the benefit of the
parties hereto, their respective heirs, legal representatives,
successors and assigns. Each party hereto and the persons signing
below warrant that the person signing below on such party's behalf is
authorized to do so and to bind such party to the terms of this Second
Amendment.
IN WITNESS WHEREROF, the parties hereto have executed this Second Amendment as
of the first date set forth hereinabove.
TENANT: LANDLORD:
Preview Software, Inc., Limar Realty Corp. #26,
a California corporation a California corporation
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxxxxx X. Xxxxxxxxxxxx
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Name: Xxxxxx Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxxxxx
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Title: CFO Title: President
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Date: 9/22/98 Date: 9/25/98
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Exhibit A
[Diagram]
