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EXHIBIT 10.34
FIRST AMENDMENT TO OFFICE LEASE
This First Amendment To Office Lease ("First Amendment") is made
and entered into as of this 10th day of November, 1998, by and between XXXXXXX
STREET PARTNERS, LTD., a California limited partnership ("Landlord") and SEEKER
SOFTWARE, INC., a Delaware corporation ("Tenant").
RECITALS
WHEREAS, Landlord and Tenant have entered into that certain Office Lease
(the "Lease"), dated for reference purposes only as of August 7, 1997 of that
certain real property situated at 0000 Xxxxxxx Xxxxxx, in the City of Oakland,
in the State of California, and being more particularly described in Exhibit "B"
attached to the Lease.
WHEREAS, Landlord and Tenant now desire to amend the Lease to add
additional space to the leased premises.
NOW, THEREFORE, for valuable consideration, including the mutual
covenants and agreements herein contained, the receipt and sufficiency of which
is hereby acknowledged, Landlord and Tenant do hereby agree as follows:
1. Terms and Conditions. Reference is made to the Lease. Except as
stated in this First Amendment, all terms and conditions of the Lease will apply
to this First Amendment. If a conflict exists between the Lease and this First
Amendment, the terms of this First Amendment shall govern.
2. Expansion of Leased Premises. Landlord and Tenant hereby agree to
incorporate the expansion space adjacent to the premises outlined on the
attached Exhibit A-1 into the existing lease. The expansion space is identified
as Suite 1640 and contains approximately 1500 rentable square feet.
3. Term. The term covering the expansion space shall be incorporated
within the term of the original Lease and shall have the same expiration date,
which is October 12, 2001. The effective date of the expansion shall be the date
upon which Landlord delivers the expansion space to Tenant with Landlord's
improvements substantially completed.
4. Monthly Rent. The monthly rent covering the expansion space shall be
$2,925.00 per month during the remainder of the lease term based on $1.95 per
rentable square foot. This amount shall be added to the rent covering the
original premises effective with the date Landlord's work is substantially
completed.
5. Tenant Improvements. Landlord shall provide new carpet and paint in
the expansion space, restore a portion of the ceiling with building standard
acoustical tile and install adequate ceiling lighting consistent with Tenant's
existing premises. The current demising wall between the expansion space and
Tenant's existing space shall be removed and a small storage
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room with double doors shall be added. The above improvements shall be
constructed in accordance with the construction letter from Xxxxxx Special
Projects, L.P. dated August 24, 1998.
6. Construction. All words used in this First Amendment shall be
construed to include the plural as well as the singular number; words in the
present tense shall include the future and the present; words in the masculine
gender shall include the feminine and neuter genders.
A. Interpretation. Should any provision of this First Amendment
or the Lease require judicial interpretation, it is agreed that the court
interpreting or construing the same shall not apply a presumption that the terms
hereof shall be more strictly construed against one party by reason of the rule
of construction that a document is to be construed more strictly against the
person who himself, or through his agent, prepared the same, it being agreed
that all parties have participated in the preparation of this First Amendment
and the Lease; and it being further agreed that Tenant has been represented by
counsel of its own choosing with respect to the preparation of this First
Amendment and the Lease.
B. Provisions Severable. The provisions of First Amendment and
the Lease are severable; and the invalidity of any portion shall not invalidate
the remainder.
7. Entire Agreement. This First Amendment and the Lease constitute the
sole and only agreement between Landlord and Tenant respecting the matters which
are the subject of this First Amendment and the Lease. Landlord and Tenant each
acknowledge that this First Amendment and the Lease correctly set forth their
respective obligations to each other as of the date of this First Amendment with
respect to the subject matters addressed by this First Amendment and the Lease.
Any agreements or representations respecting any matter covered by this First
Amendment and the Lease which are not expressly set forth in this First
Amendment and the Lease are null and void. Landlord and Tenant each acknowledge
that no representations have been made with respect to the subject matters set
forth in this First Amendment and the Lease except as set forth in this First
Amendment and the Lease.
8. Venue. Any action or arbitration brought to enforce or interpret the
provisions of this First Amendment and the Lease shall be venued in Alameda
County, California.
9. Binding Effect. This Agreement shall be binding on and shall inure to
the benefit of Landlord, Tenant and their respective heirs, executors,
administrators, successors and assigns.
10. Time. Time is of the essence to this First Amendment and the Lease.
This provision is not a mere recital. The time deadlines imposed by this First
Amendment are material to the substance of the transaction and a portion of the
bargained for consideration.
11. Amendment. No amendment or modification to this First Amendment or
the Lease shall be of any force or effect unless it is in writing signed by all
parties.
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12. Cooperation. Landlord and Tenant shall cooperate with each other to
achieve the successful consummation of this transaction and shall timely execute
such documents as may reasonably be required to give effect to the intent of
this First Amendment.
IN WITNESS WHEREOF, Landlord and Tenant do hereby execute this First
Amendment as of this day and year first above written.
"LANDLORD" XXXXXXX STREET PARTNERS, LTD.
a California limited partnership
By: Chaskow Four Associates, Ltd.
a California limited partnership
its general partner
By: Chaskow Four
a California limited partnership
its general partner
By: Xxxxxx Holdings, Inc.
a California corporation
its general partner
By: /s/ Xxx Xxxxxxx
Xxx Xxxxxxx
Vice President
"TENANT" SEEKER SOFTWARE, INC.,
a Delaware corporation
By: /s/ Xxxx Xxxxxx
Print Name: Xxxx Xxxxxx
Its: CEO
By: /s/ Xxxx Xxxxxx
Print Name: Xxxx Xxxxxx
Its: VP and CFO
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[DIAGRAM]
EXHIBIT A-1
