1
EXHIBIT 10.7
THIS LEASE AGREEMENT IS EXECUTED AT SUNNYVALE, CALIFORNIA, ON FEBRUARY 5, 0000
XXXXXXX XX XXXX XXXXXXXX, X XXXXXXXXXX LIMITED PARTNERSHIP, HEREINAFTER
REFERRED TO AS "LANDLORD" AND COMMTOUCH, INC., A CALIFORNIA CORPORATION,
HEREINAFTER REFERRED TO AS "TENANT", ALL WITHOUT REGARD TO GENDER OR NUMBER,
WHO AGREE AS FOLLOWS.
PAGE 1 OF 10
1) DESCRIPTION OF PREMISES:
Landlord Leases to Tenant and Tenant leases from Landlord, approximately
one thousand eight hundred twenty-two (1,822) rentable square feet, of that
building located at 298 S. Sunnyvale Avenue, Sunnyvale, Santa Xxxxx County,
California, which premises are more particularly described in Exhibit "A"
to this lease, and are hereinafter referred to as "the premises", Suite
209.
2) USE:
Tenant shall use the premises for general office use and for no other use
without Landlord's consent.
Tenant shall not use or permit the use of the premises or any part thereof
for any purpose or purposes other than the purposes for which the premises
are leased.
3) LEASE TERM:
The Lease term shall be for thirty six months (36) commencing May 1, 1996.
Tenant to have occupancy on April 1, 1996.
4) RENT:
Tenant shall pay to Landlord as minimum monthly rent, without deduction,
set off, prior notice, or demand, the sum of Two Thousand Three Hundred
Sixty-Eight and 60/100 Dollars ($2,368.60) per month in advance on the
first day of each month commencing during the term, or the commensurate
rental for any portion of a month to be prorated.
All rent shall be paid to landlord at the address to which notices to
Landlord are given. In the event the monthly rent is not received by
Landlord within five (5) days following the date it is due and payable,
there shall be a late charge in the amount of ten (10%) percent of the
monthly rental. Such late charge will be due and payable from Tenant with
the late monthly rental, but nothing contained herein shall be construed as
relieving Tenant from Tenant's obligation to pay the monthly rent in
advance on the first day of each month. See Addendum #1 for rent schedule.
5) SECURITY DEPOSIT:
On execution of this Lease, Tenant shall deposit with Landlord as a
security deposit for the performance by Tenant of the provisions of this
Lease the total sum of Two Thousand Five Hundred and 00/100 Dollars
($2,500.00). If Tenant is in default, Landlord can use the security
deposit, or any portion of it, to cure the default or to compensate
Landlord for all damage sustained by Landlord resulting from Tenant's
default. Tenant shall immediately, on demand, pay to Landlord a sum equal
to the portion of the security deposit expanded or applied by Landlord as
provided in this paragraph so as to maintain the security deposit in the
sum initially deposited with Landlord. If Tenant is not in default at the
expiration or termination of this Lease, Landlord shall return the security
to Tenant. Landlord's obligations with respect to the security deposit are
those of a debtor and not a trustee. Landlord can maintain the security
deposit separate and apart from Landlord's general funds or can commingle
the security deposit with Landlord's general and other funds. Landlord
shall not be required to pay Tenant interest on the security deposit.
6) PREPARATION OF PREMISES:
Tenant to take space in "as-is" condition. Landlord to clean and paint as
described in Addendum #2.
7) TAXES AND ASSESSMENTS:
Tenant shall pay before delinquency all taxes, assessments, license fees
and other charges ("taxes") that are levied and assessed against Tenant's
personal property installed or located in or on the
2
THIS LEASE AGREEMENT IS EXECUTED AT SUNNYVALE, CALIFORNIA, ON FEBRUARY 5,
0000 XXXXXXX XX XXXX XXXXXXXX, X XXXXXXXXXX LIMITED PARTNERSHIP,
HEREINAFTER REFERRED TO AS "LANDLORD" AND COMMTOUCH, INC., A CALIFORNIA
CORPORATION, HEREINAFTER REFERRED TO AS "TENANT", ALL WITHOUT REGARD TO
GENDER OR NUMBER, WHO AGREE AS FOLLOWS.
PAGE 2 OF 10
premises, and that become payable during the term. On demand by Landlord,
Tenant shall furnish Landlord with satisfactory evidence of these payments.
If any taxes on Tenant's personal property are levied against Landlord or
Landlord's property, or if the assessed value of the building and other
improvements in which the premises are located is increased by the
inclusion of a value placed on Tenants' personal property, and if Landlord
pays the taxes on any of these items or the taxes based on the increased
assessment of these items, Tenant, on demand, shall immediately reimburse
Landlord for the sum of the taxes levied against Landlord, or the
proportion of the taxes resulting from the increase in Landlord's
assessment. Landlord shall have the right to pay these taxes, and shall be
reimbursed therefor by Tenant, regardless of the validity of the levy.
As additional rental, Tenant shall pay its proportionate share determined
as provided below of all increases in real property taxes and general and
special assessments ("real property taxes"), whether the increases result
from increased rate and/or valuation, levied and assessed against the
building, other improvements, and land of which the premises are a part,
for the base year, which is tax year 1995. Tenant's proportionate share of
such real property tax increases shall be the ratio of the increase that
total number of square feet in the premises bears to the total number of
leasable square feet in the building and other improvements in which the
premises are located. Each year Landlord shall notify Tenant of Landlord's
calculation of Tenant's proportionate share of the real property taxes and
together with such notice shall furnish Tenant with a copy of the tax xxxx,
including the tax xxxx for the base year. Tenant shall reimburse Landlord
for Tenant's proportionate share of the increase in the real property taxes
semiannually not later than thirty (30) days before the taxing authority's
delinquency date or ten (10) days after receipt of the tax xxxx from
Landlord, whichever is later. Tenant's liability to pay real property taxes
shall be prorated on the basis of a 365-day year to account for any
fractional portion of a fiscal tax year included in the term or extended
term at its commencement and expiration.
8) LIMITATIONS ON USE:
Tenant shall not use the premises in any manner that will constitute waste,
nuisance or unreasonable annoyance (including, without limitation, the use
of loudspeakers or sound or light apparatus that can be heard or seen
outside the premises) to owners or occupants of adjacent properties or to
other tenants in the building in which the premises are located. Tenant
shall not use the premises for sleeping, washing clothes, cooking or the
preparation, manufacture, or mixing of anything that might emit any odor or
objectionable noises or lights onto adjacent properties or into the
building in which the premises are located. Furthermore, there shall be no
smoking in the suite or in the common areas of the building in accordance
with the City of Sunnyvale smoking ordinances.
Without Landlord's written consent, Tenant shall not operate or permit to
be operated in the premises any coin or token-operated vending machines or
similar devices for the sale or leasing of goods, no auction, fire, or
bankruptcy sale may be conducted in the premises without Landlord's written
consent.
The plumbing facilities shall not be used for any other purpose than that
of which they are constructed, and no foreign substance of any kind shall
be thrown in the plumbing facilities. The expense of any breakage,
stoppage, or damage (whether within or outside the premises) resulting from
a violation of this provision, shall be borne by Tenant if Tenant or its
employees, agents, or invitees shall have caused it.
Tenant shall not do anything on the premises that will cause damage to the
premises or the building in which the premises are located. The premises
shall not be overloaded. No machinery, apparatus, or other appliance shall
be used or operated in or on the premises that will in any manner injure,
vibrate or shake the premises. In addition, there shall be no freestanding
electric heaters or large refrigerators allowed in the units.
9) ALTERATIONS:
Tenant shall not make, or suffer to be made, any alterations to the
premises without Landlord's
3
THIS LEASE AGREEMENT IS EXECUTED AT SUNNYVALE, CALIFORNIA, ON FEBRUARY 5,
0000 XXXXXXX XX XXXX XXXXXXXX, X XXXXXXXXXX LIMITED PARTNERSHIP,
HEREINAFTER REFERRED TO AS "LANDLORD" AND COMMTOUCH, INC., A CALIFORNIA
CORPORATION, HEREINAFTER REFERRED TO AS "TENANT", ALL WITHOUT REGARD TO
GENDER OR NUMBER, WHO AGREE AS FOLLOWS.
PAGE 3 OF 10
written consent. Any alterations made shall remain on and be surrendered
with the premises on expiration or termination of the term, except that
Landlord can elect, within thirty (30) days before expiration of the term,
or within ten (10) days after termination of the term, to require Tenant to
remove any alterations that Tenant has made to the premises.
If Landlord so elects, Tenant, at its cost, shall restore the premises to
the condition designated by Landlord in its election, before the last day
of the term, or within thirty (30) days after notice of election is given,
whichever is later.
If Tenant makes any alterations to the premises as provided in this
paragraph, the alterations shall not be commenced until three (3) days
after Landlord has received notice from Tenant stating the date the
installation of the alterations is to commence so that Landlord can post
and record an appropriate notice of non-responsibility.
10) UTILITIES AND SERVICES:
Landlord is to provide all water, electricity, heating, venting,
air-conditioning and lighting (but not telephone and the like) and
janitorial services. Air-conditioning, heating and lighting to be supplied
from 8 a.m. to 5 p.m. Monday through Friday. Landlord is responsible for
Building maintenance including landscaping, and landscaping in patio area.
Landlord shall not be liable for failure to furnish utilities or services
to the premises when the failure results from causes beyond Landlord's
reasonable steps to restore the interrupted utilities and services.
Landlord can discontinue, without notice to Tenant, any of the utilities
or services to the premises for which Tenant fails to pay as provided in
this paragraph, and no such discontinuance shall be deemed an actual or a
constructive eviction.
11) INDEMNITY AND EXCULPATION:
Tenant agrees to hold Landlord free of all liabilities and claims for
damage by reason of any injury or death to any person or persons, including
Tenant, or property of any kind whatsoever (except any liability and claim
caused solely by the negligent acts of Landlord, Landlord's agents, or
Landlord's servants) while in, upon, or connected in any way with the
premises, during the term of this Lease or any extended term thereof, or
any occupancy hereunder. Tenant hereby agrees to indemnify, save harmless
and defend Landlord from all liability, damages, loss, costs and
obligations, including court costs and counsel fees, on account of or
arising out of or alleged to have arisen out of, directly or indirectly,
any such injuries, death or losses, however occurring. Tenant agrees to
include within the insurance policy obtained under paragraph 12
hereinbelow a provision providing that the contractual obligation of
indemnification set forth in this paragraph 11 is covered in said policy.
12) INSURANCE:
Tenant, at its cost, shall maintain public liability and property damage
insurance with liability limits of not less than $100,000.00 per person
and $300,000.00 per occurrence, and property damage limits of not less
than $50,000.00 per occurrence, insuring against all liability of Tenant
and Tenant's authorized representatives arising out of and in connection
with Tenant's use or occupancy of the premises. All public liability
insurance and property damage insurance shall insure performance by Tenant
of the indemnity provisions of paragraph 11 hereinabove. Both parties to
this lease shall be named as coinsured, and the policy shall contain cross
liability endorsements.
Not more frequently than each two (2) years, if, in the opinion of
Landlord's lender or of the insurance broker retained by Landlord, the
amount of public liability and property damage insurance coverage at that
time is not adequate, Tenant shall increase the insurance coverage as
required by either Landlord's lender or Landlord's insurance broker.
4
THIS LEASE AGREEMENT IS EXECUTED AT SUNNYVALE, CALIFORNIA, ON FEBRUARY 5, 0000
XXXXXXX XX XXXX XXXXXXXX, X XXXXXXXXXX LIMITED PARTNERSHIP, HEREINAFTER REFERRED
TO AS "LANDLORD" AND COMMTOUCH, INC., A CALIFORNIA CORPORATION, HEREINAFTER
REFERRED TO AS "TENANT", ALL WITHOUT REGARD TO GENDER OR NUMBER, WHO AGREE AS
FOLLOWS.
PAGE 4 OF 10
13) DESTRUCTION:
In the event of damage causing a partial destruction of the premises or
the building and other improvements in which the premises are located
during the term or extended term of this Lease from any cause and repairs
can be made within one hundred twenty (120) days from the date of the
damage under the applicable laws and regulations of governmental
authorities, Landlord shall repair said damage promptly and within a
reasonable time, but such partial destruction shall in no way void this
Lease, except that Tenant shall be entitled to a proportionate reduction
of rent while such repairs are being made, such proportionate reduction to
be based upon the extent to which the portion of the premises usable by
Tenant bears to the total area of the premises. If such repairs cannot be
made in one hundred twenty (120) days, Landlord may, at Landlord's option,
make the same within a reasonable time, this lease continuing in full
force and effect and the rent to be proportionately rebated as provided in
the previous sentence. In the event that Landlord does not elect to make
such repairs which cannot be made in one hundred twenty (120) days, or
such repairs cannot be made under such laws and regulations, this Lease
may be terminated at the option of either party. In respect to any partial
destruction which Landlord is obligated to repair or may elect to repair
under the terms of this paragraph, the provisions of any statutes or laws
permitting Tenant to terminate this Lease are waived by Tenant. In the
event that the building in which the premises are situated is destroyed to
the extent of thirty-three and one-third percent (33-1/3%) or more of the
then replacement cost thereof, Landlord may elect to terminate this Lease,
whether the premises are damaged or not. A total destruction of the
premises or of the building in which the premises are located shall
terminate this Lease.
14) CONDEMNATION:
If the whole or any part of a building of which the premises form a part
shall be taken for public or quasi-public use by right of eminent domain,
with or without litigation, or transferred by agreement in connection with
such public or quasi-public use, this Lease, in the event such taking
affects only a portion of the premises, as to the part so taken or
condemned or transferred, shall terminate as of the date title shall vest
in the condemnor and the rent payable hereunder shall be adjusted so that
Tenant shall be required to pay for the remainder of the term only such
portion of the rent as the area in the part remaining after the taking or
the condemnation bears to the area of the entire premises as of the date
title shall vest in the condemnor. In the event of such taking or
condemnation by judgment, verdict or agreement, Landlord shall have the
option to terminate this Lease of said date, or if all of the premises
shall be so taken or condemned or such part thereof be so taken or
condemned so that there does not remain a portion susceptible of occupation
hereunder, this Lease shall thereupon terminate. All compensation awarded
upon such condemnation or taking shall go to the Landlord, and Tenant shall
have no claim thereto, and Tenant hereby irrevocably assigns and transfers
to Landlord any right to compensation or damages to which the Landlord may
become entitled during the term hereof by reasons of the condemnation of
all or a part of the premises.
15) ASSIGNMENT AND SUBLETTING:
Tenant shall not voluntarily assign or encumber Tenant's interest in this
Lease or in the premises or sublease all or any part of the premises, or
allow any other person or entity to occupy or use all or any part of the
premises, without first obtaining Landlord's written consent, which
consent shall not be unreasonably withheld.
16) DEFAULT:
The occurrence of any of the following shall constitute a default by
Tenant: (a) failure to pay rent when due; (b) abandonment and vacation of
the premises (failure to occupy and operate the premises for ten (10)
consecutive working days shall be deemed an abandonment and vacation); (c)
failure to perform any other provision of this lease if the failure to
perform is not cured within fifteen (15) days after notice has been given
to Tenant. If the default cannot be reasonably cured within fifteen (15)
days, Tenant shall not be in default of this Lease if Tenant commences to
cure the default within the fifteen (15) day period and diligently and in
good faith continues to cure the default.
5
THIS LEASE AGREEMENT IS EXECUTED AT SUNNYVALE, CALIFORNIA, ON FEBRUARY 5, 0000
XXXXXXX XX XXXX XXXXXXXX, X XXXXXXXXXX LIMITED PARTNERSHIP, HEREINAFTER
REFERRED TO AS "LANDLORD" AND COMMTOUCH INC., A CALIFORNIA CORPORATION,
HEREINAFTER REFERRED TO AS "TENANT", ALL WITHOUT REGARD TO GENDER OR NUMBER,
WHO AGREE AS FOLLOWS.
PAGE 5 OF 10
Landlord shall have the remedies hereinafter set forth in this paragraph 16
if Tenant commits a default. These remedies are not exclusive; they are
cumulative and in addition to any remedies now or later allowed by law.
Landlord can continue this Lease in full force and effect, and the Lease
will continue in effect as long as Landlord does not terminate Tenant's
right to possession, and Landlord shall have the right to collect rent when
due. During the period Tenant is in default, and only after vacating the
premises, Landlord can enter the premises and relet them, or any part of
them, to third parties for Tenant's account. Tenant shall be liable
immediately to Landlord for all costs Landlord incurs in reletting the
premises, including, without limitation, broker's commissions, expenses of
remodeling the premises required by the reletting, and like costs.
Reletting can be for a period shorter or longer than the remaining term of
this Lease. Tenant shall pay to Landlord the rent due under this Lease on
the dates the rent is due, less the rent Landlord receives from any
reletting. No act by Landlord allowed by this paragraph shall terminate
this Lease unless Landlord notifies Tenant that Landlord elects to
terminate this Lease. After Tenant's default and for as long as Landlord
does not terminate Tenant's rights to possession of the premises, if Tenant
obtains Landlord's consent, Tenant shall have the right to assign or sublet
its interest in this Lease, but Tenant shall have the right to assign or
sublet its interest in this Lease, but Tenant shall not be released from
liability. Landlord's consent to a proposed assignment or subletting shall
not be unreasonably withheld.
Landlord can terminate Tenant's right to possession of the premises at any
time. No act by Landlord other than giving notice to Tenant shall terminate
this Lease. Acts of maintenance, efforts to relet the premises, or the
appointment of a receiver on Landlord's initiative to protect Landlord's
interest under this Lease shall not constitute a termination of Tenant's
right to possession. On termination, Landlord has the right to recover from
Tenant: (a) the worth at the time of the award of the unpaid rent that had
been earned at the time of termination of this lease; (b) the worth, at the
time of the award of the amount by which the unpaid rent that would have
been earned after the time of award exceeds the amount of the loss of rent
that Tenant proves could have been reasonably avoided; and (d) any other
amount, and court costs, necessary to compensate Landlord for all detriment
proximately caused by Tenant's default. "The worth, at the time of the
award," as used in (a) and (b) of this paragraph is to be computed by
allowing interest at the rate of ten percent (10%) per annum. "The worth,
at the time of the award," as referred to in (c) of this paragraph is to be
computed by discounting the amount of the discount rate of the Federal
Reserve Bank of San Francisco at the time of the award, plus one percent
(1%).
If Tenant is in default of this Lease, Landlord shall have the right to
have a receiver appointed to collect rent and conduct Tenant's business.
Neither the filing of a petition for the appointment of a receiver nor the
appointment itself shall constitute an election by Landlord to terminate
this Lease.
Landlord, at any time after Tenant commits a default, can cure the default
at Tenant's cost. If Landlord, at any time, by reason of Tenant's default,
pays any sum or does any act that requires the payment of any sum, the sum
paid by Landlord shall be due immediately from Tenant to Landlord at the
time the sum is paid, and if paid at a later date shall bear interest at
the rate of ten percent (10%) per annum from the date the sum is paid by
Landlord until Landlord is reimbursed by Tenant. The sum, together with
interest on it, shall be additional rent.
Rent not paid when due shall bear interest at the rate of ten percent (10%)
per annum from the date due until paid. Said interest will accrue in
addition to any late charges provided under this Lease.
17) SIGNS:
Tenant shall not install, or cause to be installed, any signs in or upon
the premises or any part of the building of which the premises forms a
part. Landlord shall provide standard sign on entry door to Premises and on
appropriate building directories.
6
THIS LEASE AGREEMENT IS EXECUTED AT SUNNYVALE, CALIFORNIA, ON FEBRUARY 5, 0000
XXXXXXX XX XXXX XXXXXXXX, X XXXXXXXXXX LIMITED PARTNERSHIP, HEREINAFTER
REFERRED TO AS "LANDLORD" AND COMMTOUCH, INC., A CALIFORNIA CORPORATION,
HEREINAFTER REFERRED TO AS "TENANT", ALL WITHOUT REGARD TO GENDER OR NUMBER,
WHO AGREE AS FOLLOWS.
PAGE 6 OF 10
18) LANDLORD'S ENTRY ON PREMISES:
Landlord and its authorized representatives shall have the right to enter
the premises at all reasonable times for any of the following purposes:
(a) To determine whether the premises are in good condition and whether
Tenant is complying with its obligations under this lease;
(b) To do any necessary maintenance and to make any restoration to the
premises or the building and other improvements in which the premises
are located that Landlord has the right or obligation to perform;
(c) To show the premises to prospective brokers, buyers, tenant, or
persons interested in an exchange at any time during the term.
Landlord shall not be liable in any other manner for any inconvenience,
disturbance, loss of business, nuisance or other damage arising out of
Landlord's entry on the premises as provided in this paragraph except
damage resulting from the acts or omission of Landlord or its authorized
representatives.
Tenant shall not be entitled to an abatement or reduction of rent if
Landlord exercises any rights reserved in this paragraph.
Landlord shall conduct its activities on the premises as allowed in this
paragraph in a manner that will cause the least possible inconvenience,
annoyance, or disturbance to Tenant.
19) SUBORDINATION AND ESTOPPEL:
In the event any mortgagee shall elect to have this Lease a prior lien to
its mortgage, then and in such event, upon such mortgagee notifying the
Tenant in writing to that effect, this Lease shall have priority over the
lien of such mortgage to the same extent as if the same extent as if the
same had been placed on record prior to such mortgage. Tenant covenants and
agrees, in the event any proceedings are brought for the foreclosure of, or
in the event of exercise of the power of sale under any mortgage covering
the demised premises, whether or not this Lease is terminated by such
foreclosure or sale, that Tenant will, upon request by the purchaser,
attorn to the purchaser upon any foreclosure or sale and recognize any such
purchaser as the Landlord under this Lease, it being the intent hereof that
if this lease should be terminated by such foreclosure or sale, it shall,
on request by purchaser, be reinstated as a lease between the purchaser and
Tenant. Tenant, upon request of any party in interest, shall execute such
instrument or instruments as shall be requested to carry out the
requirements of this paragraph, and if Tenant fails to execute and deliver
any such instrument, Tenant irrevocably constitutes and appoints Landlord
as Tenant's special attorney-in-fact to execute and deliver any such
instrument.
Within ten (10) days after notice from Landlord, Tenant shall execute and
deliver to Landlord, in recordable form, a certificate stating that this
lease is unmodified and is in full force and effect, or in full force and
effect as modified, and stating the modifications. The certificate also
shall state the amount of minimum monthly rent, the dates to which the rent
has been paid in advance, and the amount of any security deposit, and such
other information as Landlord shall reasonably request. Failure to deliver
the certificate within the ten (10) days shall be conclusive upon the party
failing to deliver the certificate for the benefit of the party requesting
the certificate and any successor the party requesting the certificate,
that this Lease is in full force and effect and has not been modified
except as may be represented by the party requesting the certificate. If a
party fails to deliver the certificate within the ten (10) days, the party
failing to deliver the certificate irrevocably constitutes and appoints the
other party as its special attorney-in-fact to execute and deliver the
certificate to any third party.
7
THIS LEASE AGREEMENT IS EXECUTED AT SUNNYVALE, CALIFORNIA, ON FEBRUARY 5,
0000 XXXXXXX XX XXXX XXXXXXXX, X XXXXXXXXXX LIMITED PARTNERSHIP,
HEREINAFTER REFERRED TO AS "LANDLORD" AND COMMTOUCH, INC., A CALIFORNIA
CORPORATION, HEREINAFTER REFERRED TO AS "TENANT", ALL WITHOUT REGARD TO
GENDER OR NUMBER, WHO AGREE AS FOLLOWS.
PAGE 7 OF 10
20) NOTICE:
Any notice, demand, request, consent, approval, or communication that
either party desires or is required to give to the other party or any
other person shall be in writing and either served personally or sent by
prepaid, first-class mail. Any notice, demand, request, consent, approval
or communication that either party desires or is required to give to the
other party shall be addressed to Landlord at 000 X. Xxxxxxxxx, Xxxxx
000-X, Xxxxxxxxx, XX 00000 and to Tenant at 000 X. Xxxxxxxxx, Xxxxx 000,
Xxxxxxxxx, XX 00000. Either party may change its address by notifying the
other party of the change of address. Notice shall be deemed communicated
within forty-eight (48) hours from the time of mailing if mailed as
provided in this paragraph.
21) ATTORNEY'S FEES:
Tenant agrees that if Landlord is involuntarily made a party to any
litigation concerning this Lease or the premises or any property of which
the premises are a part by reason of any act or omission of Tenant and not
because of any act or omission of Landlord, then Tenant shall hold
harmless landlord from all liability by reason thereof, including
reasonable attorney's fees incurred by Landlord in such litigation and all
taxable court costs. If legal action shall be brought by either Landlord
or Tenant for the unlawful detainer of the premises, for the recovery of
any rent or any other sums due under the provisions of this Lease, or
because of the breach of any term, covenant, or provision of this Lease,
the party prevailing in said action (Landlord or Tenant, as the case may
be) shall be entitled to recover from the party not prevailing costs of
suit and a reasonable attorney's fee which shall be fixed by the Judge of
the Court.
22) SURRENDER OF PREMISES: HOLDING OVER:
On expiration of ten (10) days after termination of the term, Tenant shall
surrender to Landlord the premises and all Tenant's improvements and
alterations in good condition (except for ordinary wear and tear occurring
after the last necessary maintenance made by Tenant, destruction to the
premises covered by paragraph 13, and alterations that Tenant is obligated
to remove under the provisions of paragraph 9).
23) MISCELLANEOUS:
Time is of the essence of each provision of this Lease.
Whenever consent or approval of either party is required that party shall
not unreasonably withhold such consent or approval.
Each party represents that it is has not had dealings with any real estate
broker, finder, or other person, with respect to this Lease in any manner
other than BT Commercial. Each party shall hold harmless the other party
from all damages resulting from any claims that may be asserted against
the other party by any broker, finder, or other person, with whom the
other party has or purported has dealt.
This Lease shall be construed and interpreted in accordance with the laws
of the State of California.
This Lease contains all the agreements of the parties and cannot be
amended or modified except by a written agreement.
All provisions, whether covenants or conditions, on the part of Tenant
shall be deemed to be both covenants and conditions.
The titles to the paragraphs of this Lease are not a part of this Lease
and shall have no effect upon and are not relevant to the construction or
interpretation of any part of this Lease.
8
THIS LEASE AGREEMENT IS EXECUTED AT SUNNYVALE, CALIFORNIA, ON FEBRUARY 5, 0000
XXXXXXX XX XXXX XXXXXXXX, X XXXXXXXXXX LIMITED PARTNERSHIP, HEREINAFTER REFERRED
TO AS "LANDLORD" AND COMMTOUCH, INC., A CALIFORNIA CORPORATION, HEREINAFTER
REFERRED TO AS "TENANT", ALL WITHOUT REGARD TO GENDER OR NUMBER, WHO AGREE AS
FOLLOWS.
PAGE 8 OF 10
As used in this Lease, the singular or plural number shall each be deemed
to include the other whenever the context so indicates.
"Party" shall mean Landlord or Tenant; and if more than one person or
entity is Landlord or Tenant, the obligations imposed on that party shall
be joint and several.
The un-enforceability, invalidity, or illegality of any provision shall
not render the other provisions unenforceable, invalid or illegal.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease the day and
year first above written.
COMMTOUCH, INC., A CALIFORNIA CORPORATION DE ANZA BUILDING
By: /s/ SIGNATURE By: /s/ SIGNATURE
------------------------------------- ----------------------------
Date: 2/22/96 Date: March 13, 1996
----------------------------------- --------------------------
9
THIS LEASE AGREEMENT IS EXECUTED AT SUNNYVALE, CALIFORNIA, ON FEBRUARY 5, 0000
XXXXXXX XX XXXX XXXXXXXX, X XXXXXXXXXX LIMITED PARTNERSHIP, HEREINAFTER REFERRED
TO AS "LANDLORD" AND COMMTOUCH, INC., A CALIFORNIA CORPORATION, HEREINAFTER
REFERRED TO AS "TENANT", ALL WITHOUT REGARD TO GENDER OR NUMBER, WHO AGREE AS
FOLLOWS.
PAGE 9 OF 10
[Suite #209 DIAGRAM]
EXHIBIT A
10
THIS ADDENDUM SHALL BE ATTACHED TO AND MADE A PART OF THAT CERTAIN LEASE
AGREEMENT BETWEEN DE ANZA BUILDING, A CALIFORNIA LIMITED PARTNERSHIP AS
"LANDLORD", AND COMMTOUCH, INC., A CALIFORNIA CORPORATION. "TENANT" FOR THE
PREMISES COMMONLY KNOWN AS 000 X. XXXXXXXXX XXXXXX, XXXXX 000, XXXXXXXXX,
XXXXXXXXXX AND DATED FEBRUARY 5, 1996 FOR REFERENCE PURPOSES ONLY.
PAGE 10 OF 10
1) RENT SCHEDULE:
Months 01-06 $1.30 per sq. ft. full service
Months 07-12 $1.35 per sq. ft. full service
Months 13-24 $1.40 per sq. ft. full service
Months 25-36 $1.45 per sq. ft. full service
2) TENANT IMPROVEMENTS:
Landlord, at Landlord's sole expense, shall complete the following tenant
improvements prior to the Occupancy Date:
1. Shampoo the carpet.
2. Eliminate a portion of the built-in counter as noted on the attached
floorplan. The counter and walls need to be repaired and finished to
look good.
3. Wash all vinyl wall covering; if it does not clean up, all walls
shall be patched and painted with a mutually agreeable color.
4. Replace any broken or stained ceiling tiles.
5. Paint all HVAC registers and returns.
3) ADVANCED RENT:
Upon the execution of the lease, Tenant shall pay to Landlord the sum of
Two Thousand Three Hundred Sixty-Eight and 60/100 Dollars ($2,368.60) for
the first month of rent.
4) SECURITY DEPOSIT:
Upon the execution of the Lease, Tenant shall pay to Landlord the sum of
Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) as a security
deposit.
5) XXXXX BOLTS:
Tenant shall not use xxxxx bolts or any other items in the walls that will
cause large holes.
6) PROPERTY TAX:
Any increase in taxes due to resale, refinancing or change of ownership
during the lease term shall be borne by Landlord.
7) OPTION TO RENEW:
One (1) three (3) year option to renew the lease with three (3) months
prior notice. Option Rent to be agreed on at the time the option is
exercised.
8) OPTION TO CANCEL:
Tenant shall have the right to cancel this lease after the 24th month of
the lease term by giving the Landlord 120 days written notice prior to the
end of the 24th month. Should Tenant decide to cancel the last year of the
lease term, Tenant shall pay a penalty of three months rent which equals
$7,652.40, and the unamortized broker's commission which equals $1,585.14,
for a total of $9,237.54. Said amount shall be due and payable to Landlord
at the time Tenant notifies Landlord of its intent to cancel.
READ AND APPROVED:
TENANT: Commtouch, Inc., LANDLORD: De Anza Building
a California Corporation a California Limited Partnership
By: [SIG] By: [SIG]
------------------------- ------------------------------
March 13, 1996
11
FIRST AMENDMENT TO LEASE
This is an amendment to the lease dated February 5, 1996 for Suite 209 between
De Anza Building as Landlord and Commtouch Inc., a California Corporation, as
Tenant. Landlord and Tenant do hereby agree to the following:
1. TERM. Lease term shall be extended for one additional year, until
April 30, 2000.
2. PREMISES. The Premises shall consist of 2,004 rentable square feet
(includes 10% loan factor--see Exhibit "A").
3. RENT. Monthly rent shall be calculated at $2.25 per rentable square foot,
fully serviced, which equals Four Thousand Five Hundred Nine Dollars and no
cents ($4,509.00) per month.
All other terms and conditions of the original lease shall remain the same.
Read and Approved:
/s/ SIGNATURE
----------------------------------------------- -------------------
Tenant, Xxxxxx Xxxxxx, CEO, Commtouch Inc. date
/s/ SIGNATURE 2-15-99
----------------------------------------------- -------------------
Landlord, Yun So Xxxxx date
12
THIS IS ADDENDUM NO. 2 TO THE LEASE DATED FEBRUARY 5, 0000 XXXXXXX XxXXXX
XXXXXXXX, X XXXXXXXXXX LIMITED PARTNERSHIP AND COMMTOUCH, INC. A CALIFORNIA
CORPORATION.
SINCE XXXXXX XXXXX IS NO LONGER WITH COMMTOUCH, XXXXXX XXXXXX, C.O.O. IS
HEREINAFTER THE RESPONSIBLE PERSON FOR THE ABOVE MENTIONED LEASE.
IT IS FURTHER AGREED THAT XXXX XXXXXX BE MADE THE RESPONSIBLE PERSON IN THE
ABSENCE OF XX. XXXXXX. SHE CAN BE LET INTO THE SUITE AS REQUIRED (IF
ACCIDENTALLY LOCKED OUT) AND IS THE CONTACT PERSON AT ALL TIMES FOR SUITE 209.
RENT IS DUE ON THE FIRST OF THE MONTH AND LATE (CHARGES WILL APPLY) IF RECEIVED
AFTER THE TENTH. ALL OTHER TERMS OF THE ABOVE MENTIONED LEASE REMAIN IN EFFECT.
/s/ XXXXXXXX XXXXXXXX 12/10/96
-------------------------------------- ----------
Xxxxxxxx Xxxxxxxx, General Partner Date
DeAnza Building, a Limited Partnership
/s/ XXXXXX XXXXXX 12-9-96
-------------------------------------- -----------
Xxxxxx Xxxxxx, C. O. O. Date
CommTouch, Inc.
