SECOND AMENDMENT TO THE LEASE
FOR
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
occupancy.
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
required.
9. Expansion/Termination: Paragraphs 25, 26, and 27 of the Lease are
hereby void and of no further force and
effect.
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
representatives.
LANDLORD: TENANT:
SLEEPY HOLLOW INVESTMENT CO. I, INTRAWARE, INC.,
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
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Date: 5/19/98 Date: 5/19/98
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25 Orinda Way (Orinda, CA) Lease - Sleepy Hollow Investment Co. 1 and Intraware Inc.
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