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25 Orinda Way (Orinda, CA) Lease - Sleepy Hollow Investment Co. 1 and Intraware Inc.

                           SECOND AMENDMENT TO THE LEASE
                                  INTRAWARE, INC.

THIS SECOND AMENDMENT TO THE LEASE (the 'Second Amendment') is made and entered
into as of this 31st day of March, 1998, by and between Sleepy Hollow Investment
Company 1, a general partnership ('Landlord') and Intraware, Inc., a Delaware
corporation ('Tenant').

WHEREAS, pursuant to that certain office Lease dated August 23, 1996 and First
Amendment to the Lease dated May 5, 1997 (hereinafter referred to as 'the
Lease'), Landlord leased to Tenant and Tenant leased from Landlord the premises
located at 25 Orinda Way, Suite 101 and Suite 310 in the City of Orinda, County
of Contra Costa, State of California, all as more particularly described in the
Lease (the 'Premises'); and

WHEREAS, Landlord and Tenant desire to amend the Lease to modify the rent,
incorporate additional leased premises, and extend the Lease term.

NOW, THEREFORE, for a valuable consideration the receipt and sufficiency of
which is hereby acknowledged, Landlord and Tenant agree to further amend the
Lease as follows:

     1.   Premises:                The Premises shall be increased by
                                   approximately 10,256 rentable square feet
                                   from approximately 8,406 rentable square feet
                                   (Suites 101 and  310) to approximately 18,662
                                   rentable square feet (Suites 101, 200, 210,
                                   301, 308, 310, and 320).

     2.   Term/Commencement:       The Lease term is hereby extended through
                                   April 30, 2001.  The term of this Second
                                   Amendment shall commence as follows:

                                   a)   Rent shall commence April 1, 1998 on
                                   first floor and third floor Premises
                                   consisting of suites 101, 301, 308, 310 and
                                   320 totaling approximately 12,726 rentable
                                   square feet.

                                   b)   Rent shall commence May 1, 1998 on
                                   entire Premises consisting of Suites 101,
                                   200, 210, 301, 308, 310 and 320 totaling
                                   approximately 18,662 rentable square feet.

     3.   Base Rent:               The base monthly rent is adjusted as follows:

                                   Month                              Base Rent
                                   -----                              ---------
                                   April, 1998                        $26,724.60 per month
                                   May 1, 1998 - March 31, 1999        39,190.20 per month
                                   April 1, 1999 - March 31, 2000      41,056.40 per month
                                   April 1, 2000 - April 30, 2001      43,855.70 per month

     4.   Operating Expenses:      Approximately 12,196 rentable square feet of
                                   Tenant's premises (Suites 200, 210, 301, 308,
                                   310 and 320) shall be full service and shall
                                   have a 1998 base year for operating expenses;
                                   adjusted for a full twelve (12) months of

     5.   Tenant Improvements:     Landlord shall, at Landlord's sole cost and
                                   expense, provide building standard
                                   improvements pursuant to the attached Exhibit
                                   A.  Tenant shall pay for mutually agreed upon
                                   upgrades including design fees.  The
                                   upgrades, at this time, include flooring,
                                   doors and hardware for Suite 210 and the main
                                   entry door for Suite 101 only.  The upgrade
                                   costs shall not exceed seven thousand five
                                   hundred dollars ($7,500.00).

     6.   Parking:                 Pursuant to the attached parking plan,
                                   Tenant's designated parking shall be
                                   increased by 34 stalls from 28 to a total of
                                   62 spaces.

     7.   Option to Renew:         Paragraph 25 of the Lease shall be changed to
                                   the following:
                                   If Tenant is not then and has not been in
                                   default of any of the terms and conditions of
                                   the lease, including timely payment of rent,
                                   Tenant shall have one (1) two (2) year option
                                   to renew this lease at a base rent of forty
                                   five thousand seven hundred twenty one
                                   dollars and 90/100 ($45,721.90) per month for
                                   year one (1) and forty seven thousand five
                                   hundred eighty eight dollars and 10/100
                                   ($47,588.10) per month for year two (2).
                                   Tenant shall provide written notification to
                                   Lessor at least 150 days prior to the

                                   lease expiration.  If Tenant does not provide
                                   timely written notice, or has had more than
                                   two (2) late rental payments in any twelve
                                   month period, this option is void.

     8.   Utilities:               Paragraph 5 of the Lease is hereby modified
                                   relative to Suites 200, 210, 301, 308, 310
                                   and 320 to include gas, heat, light,
                                   electricity and air conditioning during
                                   reasonable business hours which are hereby
                                   defined as 6:00 a.m. to 6:00 p.m., Monday
                                   through Friday.  Pursuant to discussions with
                                   Tenant and Tenants workstation vendor, Lessor
                                   has provided only standard electrical
                                   circuits (2 circuits per whip/J-box location
                                   for workstations - no isolated or dedicated
                                   isolated grounds have been provided).  All
                                   other electrical in the suites is 'as-is',
                                   except a dedicated outlet has been provided
                                   on the 3rd floor for a copier.  If Lessee's
                                   power demands or requirements exceed that
                                   provided initially, Lessee shall be
                                   responsible for the cost to modify the
                                   electrical to meet its needs and correct any
                                   problems resulting from same, including base
                                   building electrical modifications if

     9.   Expansion/Termination:   Paragraphs 25, 26, and 27 of the Lease are
                                   hereby void and of no further force and

Except as set forth in this Second Amendment to the Lease, the Lease shall
remain unmodified and in full force and effect and is incorporated herein by
reference.  In the event of any conflict between the terms of the Lease and the
terms of this Second Amendment to the Lease, the terms of this Second Amendment
to the Lease shall control.

This Second Amendment to the Lease shall be binding upon and shall inure to the
benefit of Landlord and Tenant and their respective successors, assignees and

LANDLORD:                                    TENANT:

a general partnership                        a Delaware Corporation

By: /s/ Adam T. Henderson                    By: /s/ Donald M. Freed
   ---------------------------------            -----------------------------
     Adam T. Henderson                            Donald M. Freed

Its: President                               Its: Chief Financial Officer
    --------------------------------             ----------------------------

Date: 5/19/98                                Date: 5/19/98
     -------------------------------              ---------------------------

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