{"id":41676,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/25-orinda-way-orinda-ca-lease-sleepy-hollow-investment-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"25-orinda-way-orinda-ca-lease-sleepy-hollow-investment-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/25-orinda-way-orinda-ca-lease-sleepy-hollow-investment-co.html","title":{"rendered":"25 Orinda Way (Orinda, CA) Lease &#8211; Sleepy Hollow Investment Co. and Intraware Inc."},"content":{"rendered":"<pre>                          SLEEPY HOLLOW INVESTMENT COMPANY\n\n                                    OFFICE LEASE\n\nTHIS LEASE is made this twenty-third (23rd) day of August 1996, between SLEEPY\nHOLLOW INVESTMENT COMPANY, a general partnership, as Landlord, and INTRAWARE\nINC., a Delaware Corporation as Tenant, on the following terms and conditions:\n\n     1.   PREMISES:  Landlord hereby leases to Tenant the following described\nproperty, hereinafter called 'premises':  Suite 101, Vintage Office Building, 25\nOrinda Way, Orinda, CA, consisting of approximately 6,466 rentable square feet\nwhich premises are outlined in red on the plan attached hereto and marked\n'Exhibit A.'  Actual square footage is subject to final agreement between the\nparties, provided, however, that the Premises shall not include a factor for\n'common area' due to the presence of restrooms within the Premises.\n\n     2.   TERM:  The term of this Lease shall be for a period of two (2) years,\ncommencing on the date possession of the premises is delivered to Tenant by\nLandlord with the tenant improvements substantially complete.  Within thirty\n(30) days of the date of said delivery of possession to Tenant, the parties\nhereto agree to enter into a Lease Modification Agreement establishing the date\nof the term of this lease and calculated size of the Premises.  If for any\nreason whatsoever Landlord cannot deliver possession of the premises to Tenant,\nthis Lease shall not be void or voidable, nor shall Landlord be liable for any\nloss or damage resulting therefrom, provided however, if the premises are not\ndelivered by December 1, 1996, Tenant may cancel this Lease and be refunded its\nprepaid rent and deposit.\n\n     3.   RENT:  Tenant shall pay to Landlord as rent in advance on the first\nday of each calendar month of the term of this Lease, without deduction, offset,\nprior notice or demand, ten thousand six hundred sixty nine and 00\/100 Dollars\n($10,669.00) ($1.65 per rentable square foot per month) in lawful money of the\nUnited States.  Monthly rent shall increase to eleven thousand three hundred\nfifteen and 00\/100 Dollars ($11,315.00) ($1.75 per rentable square foot per\nmonth) beginning with the thirteenth (13th) month of the lease term.  The rent\nshall be payable to Landlord and mailed to:  Sleepy Hollow Investment Co., 2300\nContra Costa Blvd., Suite 200, Pleasant Hill, CA  94523 or such other address as\nshall be designated in writing by Landlord.  If the date of commencement or\nexpiration of the term of this Lease occurs on a day other than the first day of\na calendar month, the rent at the monthly rate shall be prorated upon the basis\nwhich the number of days of the term of this lease of such month bears to the\ntotal number of days in such month.\n\n     Receipt of the sum of thirty two thousand six hundred sixty nine and 00\/100\nDollars ($32,669.00) is hereby acknowledged.  The sum of ten thousand six\nhundred sixty nine and 00\/100 Dollars ($10,669.00) shall be credited against the\nfirst month's rent.  The sum of twenty two thousand and 00\/100 Dollars\n($22,000.00) is in consideration of the execution of this Lease and shall be\nheld as a Security Deposit.  In the event Tenant shall perform fully all the\nterms and conditions of this Lease throughout the term, upon Tenant vacating the\npremises and not being in default under this Lease, then Landlord shall return\nsaid sum after first deducting any sum owing to Landlord.  If Tenant is not in\ndefault of any of the terms of this Lease, Landlord shall apply ten thousand six\nhundred sixty nine and 00\/100 Dollars ($10,669.00) of the Security Deposit to\nthe eighth month's rent.  Landlord may apply said sum earlier upon approval of\nTenant's financial condition.\n\n     4.   USE:  Tenant shall use and occupy the premises during the term for\ngeneral office purposes and for no other purpose without the prior written\nconsent of Landlord.  Tenant shall not use or permit the premises or any part\nthereof to be used for any purpose other than the purpose or purposes for which\nthe premises are leased.\n\n\n                                          1\n\n\n     No use shall be made or permitted to be made of the premises or acts done\nwhich will increase the existing rate of insurance on the building or cause the\ncancellation of any insurance policy covering the building or any part thereof.\nIf any act on the part of Tenant or use of the premises by Tenant shall cause,\ndirectly or indirectly, any increase of Landlord's insurance, such additional\nexpense shall be paid by Tenant to Landlord upon demand.  Tenant shall not sell\nor permit to be kept, used or sold in or about the premises any article which\nmay be prohibited by the standard form of fire insurance policies.\n\n     Tenant shall not commit or suffer to be committed any waste upon the\npremises or any public or private nuisance or any other act or thing which may\ndisturb the quiet enjoyment of any other tenant in the building in which the\npremises are located.  Tenant shall not use the premises or permit the premises\nto be used in whole or in part for any purpose or use that is deemed to be a\nviolation of any of the laws, ordinances, regulations or rules of any public\nauthority or organization at any time.  A judgment of any court of competent\njurisdiction or the admission by Tenant in any action or proceeding against\nTenant that Tenant has violated any such laws, ordinances, regulations or rules\nin the use of the premises shall be deemed to be a conclusive determination of\nthat fact between Landlord and Tenant.\n\n     5.   UTILITIES:  Landlord at landlord's sole cost and expense, shall\nfurnish the premises during reasonable business hours, as shall be determined by\nlandlord by regulations duly adopted by Landlord, and provided Tenant is not in\ndefault under any of the provisions of this Lease, all water, sewage, and\njanitorial service used in reasonable amounts on the premises.  The interruption\nor curtailment of any such services shall not constitute constructive eviction\nand shall not entitle Tenant to the abatement of rent or to any other claim\nagainst Landlord.  Tenant at Tenant's sole cost and expense, shall contract\ndirectly with gas and electricity providers for all gas and electricity provided\nto premises.  Premises are metered separately from the rest of the building.\n\n     6.   ASSIGNMENT:  Tenant shall not assign this Lease voluntarily or by\noperation of law, or any right hereunder, nor sublet the premises or any part\nthereof, without the prior written consent or landlord, which consent shall not\nbe unreasonably withheld.\n\n     7.   CONDITION OF PREMISES AND REPAIRS:  Tenant shall be deemed to have\nagreed by accepting occupancy that the premises are in good order, condition and\nrepair.  Tenant, at Tenant's expense shall keep the premises in good order,\ncondition and repair, including all fixtures and equipment installed by Tenant.\nTenant waives any statutory right to make repairs at the expense of Landlord.\nIn the event Tenant fails to maintain the premises in good order and repair,\nLandlord shall give Tenant notice to make such repairs.  In the event Tenant\nfails to do so, Landlord shall have the option to make such repairs at the\nexpense of Tenant.  Landlord shall have no liability to Tenant for any damage,\ninconvenience or interference with use of the premises by Tenant as a result of\nthe making of any such repairs.\n\n     8.   ALTERATIONS AND LIENS:  Tenant shall not make or permit to be made any\nalterations, changes in and additions to the premises without the prior written\nconsent of Landlord.  All alterations, changes and additions that may be\nrequired shall be done either by or under the direction of Landlord at the cost\nof Tenant, and shall become immediately the property of Landlord and shall\nremain upon and be surrendered with the premises at the termination of the term\nof this Lease.\n\n     Tenant, upon the termination of this Lease or the expiration of the term\nhereof, or for any other reason, shall quit and surrender the premises in good\norder, condition and repair, reasonable wear and tear and damage by fire, and\nact of God or the elements excepted.  Upon the termination of this Lease or the\nexpiration of the term or otherwise, Landlord shall have the option to require\nTenant to remove from the premises, at Tenant's expense, all improvements placed\non the premises by Tenant, with the premises thereafter to be restored to its\nprevious condition, at the expense of Tenant.\n\n\n                                          2\n\n\n     Tenant shall keep the premises and building of which the premises are a\npart free and clear of any liens and shall indemnify, hold harmless and defend\nLandlord from any liens and encumbrances arising out of any work performed or\nmaterials furnished by or at the direction of Tenant.  In the event any lien is\nfiled, Tenant shall do all acts necessary to discharge any lien within ten (10)\ndays of filing, or if Tenant desires to contest any lien, then Tenant shall\ndeposit with Landlord such security as Landlord shall demand to insure the\npayment of the lien claim.  In the event Tenant shall fail to pay any lien claim\nwhen due or shall fail to deposit the security with Landlord, then Landlord\nshall have the right to expend all sums necessary to discharge the lien claim,\nand Tenant shall pay as additional rental, when the next rental payment is due,\nall sums expended by Landlord in discharging any lien, including attorneys' fees\nand costs.\n\n     9.   SIGNS:  Landlord shall provide building standard signage on the lobby\ndirectory.  Subject to review and agreement by Landlord and the City of Orinda,\nTenant shall have the right to place a sign above the lower level entrance to\nthe Premises.  Said signage shall be consistent with the character and style of\nthe building and shall be at Tenant's sole cost and expense.  Tenant shall not\nplace or permit to be placed in, upon, about or outside the said premises or any\npart of the building in which the premises are located, any signs without the\nprior written consent of Landlord and the City of Orinda.\n\n     10.  RIGHT OF ENTRY:  Landlord and its agents shall have the right at any\nreasonable time to enter upon the premises so long as it does not interfere with\nthe business activities of Tenant on the premises, for the purpose of\ninspection, serving or posting notices, maintaining the premises (including the\nerection and maintenance of scaffolding, partitions and repair equipment as\nshall be required), complying with laws, ordinances and regulations, protecting\nthe premises, or for any other lawful purpose, including showing the premises to\nprospective purchasers or tenants and placing on the premises usual 'for rent'\nor 'for lease' signs.\n\n     11.  INDEMNIFICATION:  Landlord shall be free of all liabilities and claims\nfor damage by reason of any injury or death to any person or persons, including\nTenant, or property of any kind whatsoever and to whomsoever belonging,\nincluding Tenant, from any cause or causes whatsoever, including acts or\nomissions of other tenants in the building, except any liability and claim\ncaused solely by the acts of Landlord, its agents or servants, while in, upon or\nconnected in anyway with the premises, during the term of this Lease or any\nextensions or renewal thereof, or any occupancy hereunder, and Tenant hereby\nagrees to indemnify, save harmless and defend Landlord from all liability,\ndamages, loss, costs and obligation, including court costs and counsel fees on\naccount of or arising out of or alleged to have arisen out of, directly or\nindirectly, any such injuries, death or losses, however occurring.\n\n     12.  INSURANCE:  Tenant shall take out and keep in force during the term of\nthis Lease, at Tenant's expense, public liability and property damage insurance\nwith coverage in the amount of One Million Dollars ($1,000,000) with companies\nand policies and form satisfactory to Landlord.  Said policies shall be\npresented to Landlord for written approval and said policies shall designate\nspecifically that Landlord is an additional named insured thereunder.\n\n     Tenant shall obtain a written obligation on the part of any such insurance\ncompany to notify Landlord in writing of any delinquency in premium payments and\nof any cancellation of any such policy.  Tenant agrees if Tenant does not take\nout such insurance or keep the same in full force and effect, Landlord may take\nthe necessary insurance and pay the premium therefor and Tenant shall repay to\nLandlord the amount so paid by having such amount deemed to be additional rental\nand payable as such in the next rental payment due.  Tenant shall take out and\nmaintain fire insurance covering his stock in trade and furniture and fixtures\nin an amount equal to the full insurable value thereof.\n\n     Landlord hereby releases Tenant and Tenant hereby releases Landlord and\ntheir respective officers, agents and employees from any and all claims and\ndemands for loss, damages, expense or injury to the premises, furnishings,\nfixtures and equipment located on the premises which is caused by or results\nfrom perils,  events or happenings which are the subject of insurance carried by\nthe respective parties in force at the time of any such loss; provided, however,\nthat such waiver shall be effective only to the extent\n\n\n                                          3\n\n\npermitted by the insurance covering such loss and to the extent such insurance\nis not prejudiced thereby or the expense increased.\n\n     13.  ESTOPPEL CERTIFICATE:  Tenant shall execute, acknowledge and deliver\nto Landlord at any time within ten (10) days after request by Landlord, a\nstatement in writing certifying, if such be the case, that this Lease is\nunmodified and in full force and effect (or if there have been modifications,\nthat the same is in full force and effect as modified), the date of commencement\nof this lease, the dates on which rent has been paid, and such other information\nas Landlord shall  reasonably request.  It is acknowledged by Tenant that any\nsuch statement is intended to be delivered by Landlord and relied upon by\nprospective purchasers, mortgagees, beneficiaries, under deeds of trust or\nassignees thereof.\n\n     14.  COMPLIANCE WITH LAWS AND RULES:  Tenant, at Tenant's sole cost, shall\ncomply with all laws, ordinances, orders and regulation of all governmental\nauthorities with respect to the premises and the use and occupation thereof by\nTenant.  A judgment of any court of competent jurisdiction or the admission by\nTenant in any action or proceeding against Tenant that Tenant has violated any\nsuch laws, ordinances, orders, or regulations, shall be deemed to be conclusive\nas to Landlord and Tenant.\n\n     Tenant and Tenant's agents servants and employees, visitors and licensees,\nshall observe and comply strictly with the rules and regulations attached hereto\nas Exhibit B and with all other reasonable rules adopted or which are adopted\nhereafter for the care protection, cleanliness and proper operation of the\nbuilding and all the tenants in the building.  Landlord shall have no obligation\nto Tenant as a result of the violation of any such rules by any tenant or any\nother person.  Landlord shall maintain a copy of such rules in the office of\nLandlord for inspection by Tenant at any reasonable time.  All of such rules\nshall be deemed a material term in this Lease.\n\n     Notwithstanding any provisions in Article 14 and Article 4 to the contrary,\nLandlord and Tenant shall have no responsibility or liability for the intended\nuse by Tenant violating any zoning restrictions by the City of Orinda.\n\n     15.  DESTRUCTION:  In the event of damage causing a partial destruction of\nthe premises during the term of this Lease from any cause and repairs can be\nmade within sixty (60) days from the date of the damage under the applicable\nlaws and regulations of governmental authorities, Landlord shall repair said\ndamage promptly and within a reasonable time, but such partial destruction shall\nnot void this Lease, except that Tenant shall be entitled to a proportionate\ndeduction of rent while such repairs are being made, such proportionate\ndeduction to be based upon the extent to which the portion of the premises\nunusable by Tenant bears to the total area of the premises.\n\n     If such repairs cannot be made in sixty (60) days, Landlord may, at its\noption, make the same within a reasonable time, this Lease continuing in full\nforce and effect and the rent to be proportionately rebated as provided in the\nprevious paragraph.  In the event that Landlord does not so elect to make such\nrepairs which cannot be made in sixty (60) days, or such repairs cannot be made\nunder such laws and regulations, this Lease may be terminated at the option of\neither party.\n\n     16.  CONDEMNATION:  If the whole or any part of the premises shall be taken\nfor public or quasi-public use by right of eminent domain, with or without\nlitigation, or transferred by agreement in connection with such public or\nquasi-public use,  this Lease, as to the part so taken or condemned or\ntransferred, shall terminate as of the date title shall vest in the condemnor\nand the rent payable hereunder shall be adjusted so that Tenant shall be\nrequired to pay for the remainder of term only such portion of the rent as the\narea in the part remaining after the taking or condemnation bears to the area of\nthe entire premises as of the date title shall vest in the condemnor.\n\n     In the event of such taking or condemnation by judgment, verdict or\nagreement, Landlord shall have the option to terminate this Lease as of said\ndate, or if all of the demised premises shall be so taken or condemned or such\npart thereof be so taken or condemned so that there does not remain a portion\nsusceptible of occupation hereunder, this Lease shall thereupon terminate.\n\n\n                                          4\n\n\n     All compensation awarded upon such condemnation or taking shall go the\nLandlord and the Tenant shall have no claim thereto, and Tenant hereby\nirrevocably assigns and transfers to the Landlord any right to compensation or\ndamages to which the Landlord may become entitled during the term hereof by\nreason of the condemnation of all or part of the premises.\n\n     17.  REMEDIES:  If (i) Tenant's interest, or any part of his interest, in\nthis Lease be assigned or transferred, either voluntarily or by operation of\nlaw, except with Landlord's consent, or (ii) a voluntary or involuntary petition\nin bankruptcy, or for reorganization, or for an arrangement, be filed by or\nagainst Tenant, or any member of  Tenant if Tenant be a partnership or joint\nventure, or if Tenant be adjudicated bankrupt or insolvent, or if a receiver be\nappointed of the business or of the assets of Tenant, except a receiver\nappointed at the instance or request of Landlord, or if Tenant make a general\nassignment, or any assignment for the benefit of his creditors, or (iii) Tenant,\nafter notice, fails to remedy any default (1) in the payment of any sum due\nunder this Lease for 5 days, or (2) in keeping of any other term, covenant or\ncondition of this Lease with all reasonable dispatch, then in addition to any\nother remedy Landlord may have by operation of law, Landlord shall have the\nright, without any further demand or notice, to re-enter the premises and eject\nall persons from the premises, using all necessary force to do so, and either\n\n     (I)  Declare this Lease terminated.  On such termination Landlord may\nrecover from Tenant\n\n          (a)  The worth at the time of award of the unpaid rent which had been\nearned at the time of termination;\n\n          (b)  The worth at the time of award of the amount by which the unpaid\nrent which would have been earned after termination until the time of award\nexceeds the amount of such rental loss that Tenant proves could have been\nreasonably avoided;\n\n          (c)  The worth at the time of award of the amount by which the unpaid\nrent for the balance of the term after the time of award exceeds the amount of\nsuch rental loss for such period that Tenant proves could be reasonably avoided;\n\n          (d)  Any other amount necessary to compensate Landlord for all the\ndetriment proximately caused by Tenant's failure to perform his obligations\nunder this Lease, or which in the ordinary course of things would be likely to\nresult therefrom.\n\n     The 'worth of the time of award' of the amounts referred to in\nsubparagraphs (a) and (b) above, is computed by allowing interest at the rate of\neight percent (8%).  The worth at the time of award of the amount referred to in\nsubparagraph (c) above is computed by discounting such amount at the discount\nrate of the Federal Reserve Bank of San Francisco at the time of award, plus one\npercent (1%).\n\n     (ii)  Without terminating this Lease, relet the premises, or any part of\nthe premises, as the agent and for the account of Tenant upon such terms and\nconditions as Landlord may deem advisable, in which event the rents received on\nsuch reletting shall be applied first to the expenses of such reletting and\ncollection, including necessary renovation and alterations of the premises,\nreasonable attorney's fees, any real estate commissions paid, and thereafter to\npayment of all sums due or to become due Landlord under Lease, and if a\nsufficient sum shall not be thus realized to pay such sums and other charges,\nTenant shall pay Landlord any deficiency monthly, notwithstanding Landlord may\nhave received rental in excess of the rental stipulated in this Lease in\nprevious or subsequent months, and Landlord may bring an action therefor as such\nmonthly deficiency shall arise.\n\n     18.  ATTORNEY FEE:  Tenant agrees that if Landlord is involuntarily made a\nparty defendant to any litigation concerning this Lease or the demised premises\nor the premises of which the demised premises are a part by reason of any act or\nomission of Tenant and not because of any act or omission of Landlord, then\nTenant shall hold harmless the Landlord from all liability by reason thereof,\nincluding reasonable attorneys' fees incurred by Landlord in such litigation and\nall taxable court costs.  If\n\n\n                                          5\n\n\nlegal action shall be brought by either of the parties hereto for the unlawful\ndetainer of the premises, for the recovery of any rent due under the provision\nhereof,  the party prevailing in said action (Landlord or Tenant, as the case\nmay be) shall be entitled to recover from the party not prevailing costs of suit\nand a reasonable attorney's fee which shall be fixed by the judge of the court.\n\n     19.  ARBITRATION:  Any question, dispute or controversy arising under the\nterms of this Lease, at the option of Landlord, shall be determined by\narbitration.  Such arbitration shall be conducted pursuant to the provisions of\nthe laws of the State of California then in force, with the rules of procedure\nto be those of the American Arbitration Association or its successor insofar as\nsaid rules of procedure do not conflict with the laws of the State of California\nthen in force.  Any award entered as a result of arbitration shall be entered as\na judgment, with the costs or arbitration to be paid as ordered by the\narbitrator.\n\n     21.  HOLDING OVER:  Any holding over after the expiration of the term of\nthis Lease by Tenant shall be deemed to be a tenancy from month to month and,\nexcept for the term hereof, shall be on the same terms and conditions specified\nherein so far as are applicable.\n\n     22.  WAIVER:  No covenant, term or condition of the breach thereof shall be\ndeemed waived, except by written consent of Landlord, and any waiver or the\nbreach of any covenant, term or condition shall not be deemed to be a waiver of\nany preceding or succeeding breach of the same or any other covenant, term or\ncondition.  Acceptance of all or any portion of rent at any time shall not be\ndeemed to be a waiver of any covenant, term  or condition except as to the rent\npayment accepted.\n\n     All covenants to be performed by Tenant under this lease are deemed\nconditions.\n\n\n                                          6\n\n\n     23.  NOTICE:  Any notice provided for herein shall be given by registered\nor certified United States mail, postage prepaid, addressed, if to Landlord to\nit at the address to which the rent is then mailed, and if to Tenant, to it at\nthe premises.   The person and the place to which notices are to be mailed may\nbe changed by either party by notice to the other party, or additional persons\nand\/or places may be designated.\n\n     In the event any mortgagee shall elect to have this Lease a prior lien to\nits mortgage, then and in such event, upon such mortgage notifying the Tenant in\nwriting  to that effect, this lease shall have priority over the lien of such\nmortgage to the same extent as if the same had been placed on record prior to\nsuch mortgage.  In the event that upon any sale, assignment or hypothecation of\nthe building of which the demised premises are a part, and\/or of any leasehold\ninterest therein by Landlord, a statement shall be required from Tenant as to\noffsets against the Landlord.  The Tenant agrees to furnish said statement to\nthe party demanding the same accurately and promptly.  Tenant covenants and\nagrees, in the event any proceedings are brought for the foreclosure of, or in\nthe event of exercise of the power of sale under any mortgage covering the\ndemised premises, whether or not this Lease is terminated by such foreclosure or\nsale, that it will, upon request by the purchaser, attain to the purchaser upon\nany foreclosure or sale and recognize such purchaser as the Landlord under this\nLease, it being the intent hereof that if this Lease should be terminated by\nsuch foreclosure or sale, it shall upon request by the purchaser, be reinstated\nas a Lease between the purchaser and the Tenant.  The Tenant, upon request of\nany party in interest, shall execute such instrument or instruments as shall be\nrequested to carry out the requirements of this paragraph.  For purposes of this\nparagraph, the terms 'mortgage' and 'mortgagee' shall include, respectively,\n'Deed of Trust' and 'beneficiary under a Deed of Trust'.\n\n     24.  PARKING:  Tenant and Tenant's owners, employees, agents and invitees\nshall have non-exclusive rights to use the parking area serving the building in\nwhich the premises are located on an equal basis with the other tenants of the\nbuilding subject to parking rules and regulations implemented by Landlord from\ntime to time.  Current regulations provided Tenant with twenty one (21)\ndesignated employee parking spaces as shown on the attached Exhibit C and\nTenant's proportionate share of visitor parking.\n\n     25.  OPTION TO EXTEND:  Tenant shall have two (2) consecutive option\nperiods to extend the term for one (1) year each by giving Landlord one hundred\ntwenty (120) days' prior written notice before expiration of the term then in\neffect, on the same terms and conditions except rent for the first and second\noption periods.  The monthly rental rate payable for the first option period\nshall be $1.85 per rentable square foot.  The monthly rental rate payable for\nthe second option period shall be $1.95 per rentable square foot.\n\n     26.  EXPANSION\/TERMINATION:  During the initial term of the Lease, Tenant,\nwith one hundred twenty (120) days prior written notice to Landlord, may\nterminate this Lease effective anytime after the end of the twelfth (12th) month\nof the initial lease term should Landlord be unable to accommodate Tenant's\ngrowth in the building.  Tenant agrees to use reasonable good faith effort to\nprovide Landlord with an estimate of its requirement for additional space.\nLandlord agrees to use reasonable good faith effort to accommodate Tenant growth\nin the building based upon mutually acceptable terms.\n\n     27.  TENANT IMPROVEMENTS:  Landlord shall complete the tenant improvements\nas substantially set forth on the preliminary space plan dated August 23, 1996\nprepared by Hansen and Associates.  Tenant acknowledges the scope of these\nimprovements exceed the Landlord's tenant improvement allowance.  In general,\nthe excess improvements include the four (4) private offices labeled 1, 2, 3 and\n4, the low wall partitions, laminate work counters and any additional electrical\nbeyond that detailed on the attached plan.  Upon agreement between Landlord and\nTenant of the amount of such excess, Tenant shall pay Landlord the full amount\nof excess in cash in accordance with Landlord's obligation to pay its general\ncontractor.\n\n\n                                          7\n\n\n     28.  MISCELLANEOUS:  The captions of the paragraph contained in this Lease\nare for convenience only and shall not be deemed in resolving any question of\ninterpretation or construction of any paragraph of this Lease to be relevant.\n\n     All of the terms, convenants and conditions of this Lease shall be binding\nupon and inure to the benefit of the parties hereto and their heirs, executors\nand administrators, successors and assigns, except that nothing in this\nprovision shall be deemed to permit any assignment, sub-letting or use of the\npremises other than as provided for herein.\n\n     This Lease shall be governed and interpreted solely by the laws of the\nState of California then in force.  Each number, singular or plural, as used in\nthis Lease, shall include all numbers and each gender shall be deemed to include\nall genders.\n\n     Time is of the essence of this Lease and of each and every provision\nhereof, except as to the conditions relating to the delivery of possession of\nthe premises to Tenant.  All the terms, covenants and conditions contained in\nthis Lease to be performed by Tenant, if Tenant shall consist of more that one\nperson or organization, shall be deemed to be joint and several, and all rights\nand remedies granted to Landlord by law shall be cumulative and non-exclusive of\nany other remedy.\n\n     29.  APPROVAL:   Notwithstanding anything contained in this Lease, the\nrights and obligations of the parties hereunder shall be subject to approval of\nTenant and\/or Tenant's use of the premises by any public body or its officials\nexercising control over the property on which the premises are located.\n\n     IN WITNESS WHEREOF, the parties have executed this Office Lease as of the\ndate first above written.\n\n     LANDLORD:                SLEEPY  HOLLOW  INVESTMENT  COMPANY\n\n                              BY:  \/s\/ Adam T. Henderson\n                                 --------------------------------------------\n\n\n     TENANT:                  INTRAWARE, INC., a Delaware Corporation\n\n                              BY:   \/s\/ Peter H. Jackson\n                                 --------------------------------------------\n                                  Peter H. Jackson, Chief Executive Officer\n\n\n                                 --------------------------------------------\n\n\n                                 --------------------------------------------\n\n\n                                          8\n\n\n                                     EXHIBIT B\n\n          RULES AND REGULATIONS ATTACHED TO AND MADE A PART OF THIS LEASE\n\n     1.  Tenants, their employees or patrons, shall not loiter in the entrances\nof corridors, nor in any  way obstruct the sidewalks, entry passages, halls,\nstairways, and elevators, and shall use the same only as passageways and means\nof passage to and from their respective offices.\n     2.  The sash doors, sashes, windows, glass doors, lights and skylights that\nreflect or admit light into the halls or other places of the building shall not\nbe covered or obstructed.  The toilets and urinals shall not be used for any\npurpose other than those for which they were constructed, and no rubbish,\nnewspapers or other substances of any kind shall be thrown into them.  Waste and\nexcessive or unusual use of water shall not be allowed.  Tenant shall not mark,\ndrive nails, screw or drill into, paint, nor in any way deface the walls,\nceilings, partitions, floors, wood, stone or iron work.  The expense of any\nbreakage, stoppage or damage resulting from violation of this rule shall be\nborne by tenant who has caused such breakage, stoppage or damage.\n     3.  No sign, nor advertisement, nor notice, shall be inscribed, painted or\nfixed on or to any part of the outside or inside of the building, except it be\nof such color, size and style, and in such place upon or in the building, as may\nbe designated by Lessor.  All signs on doors or window glass will be painted for\ntenants by Lessor, but the cost of painting shall be paid by tenant.\n     4.  Electric wiring of every kind shall be introduced and connected as\ndirected by Lessor and no boring or cutting for wires will be allowed except\nwith the consent of Lessor.  The location of telephones, call boxes, etc. shall\nbe prescribed by Lessor.\n     5.  Lessor shall prescribe the weight, size and position of all safes and\nother property brought into the building, and also the times of moving the same\nin and out of the building; and all such moving must be done under the\nsupervision of Lessor.  Lessor will not be responsible for any loss of or damage\nto any such safe or property from any cause; but all damage done to the building\nby moving or maintaining any such safe or property shall be repaired at the\nexpense of tenant.  All safes shall stand on timbers of such size as shall be\ndesignated by Lessor.\n     6.  No additional lock or locks shall be placed by tenants on any door in\nthe building unless written consent of Lessor shall have first been obtained.\nTwo keys will be furnished by Lessor for every room, and any additional key\nrequired must be obtained from lessor, 50 cents for each key to be deposited by\ntenant; all keys shall be surrendered to Lessor upon termination of the tenancy.\n     7.  Tenant shall not employ any person or persons other that the janitor of\nLessor for the purpose of cleaning the leased premises without the consent of\nLessor.  Lessor shall not be responsible to any tenant for any loss of property\nfrom the leased premises, however occurring, or for any damage done to the\neffects of any tenant by the janitor or any other of Lessor's employees, or by\nany other person.\n     8.  Tenants, their clerks or servants, shall not make or permit any\nimproper noises in the building, nor play musical instruments or radios, nor\ninterfere in any way with other tenants or those having business with them.\nTenants, their clerks or servants, shall not throw substances of any kind out of\nthe window or doors, not down the passages or skylight of the building, nor sit,\nnor place anything upon the window sills, not bring into or keep within the\nbuilding any animal or bicycle, motorcycle or other vehicle.\n     9.  All freight must be moved into, within and out of the building under\nthe supervision of Lessor, and according to such regulations as may be posted in\nthe office of the building, but Lessor will not be responsible for loss of or\ndamage to such freight from any cause.\n     10.  The requirements of tenants will be attended to only upon application\nat the office of the building.  Employees shall not perform any work nor do\nanything outside of their regular duties unless under special instructions from\nthe office, and no employee shall admit any person (tenant or otherwise) to any\noffice without instructions from the office of the building.\n     11.  No awnings allowed.  Draperies are furnished each window by Lessor and\nany additional window covering desired by tenant shall be put up at his expense\nand must be of such uniform shape, color, material and make as may be prescribed\nby Lessor.\n     12.  No physician, surgeon or dentist shall advertise his business in any\nmanner prohibited by the Code of Ethics of the American Medical Association.\n     13.  Tenant shall not use the name or address of the building complex or\nany like phrase, as part of name of any business or occupation carried on in the\nlease premises.\n     14.  Ice, mineral water, towels and laundry shall be furnished to tenant\nonly by such persons as may be satisfactory to Lessor.\n     15.  At any time while the building is in charge of a watchman, any person\nentering or leaving the building may be questioned by him as to his business in\nthe building; and anyone not satisfying the watchman of his right to enter the\nbuilding may be excluded by him.\n     16.  Lessor reserves the right to make such other and further rules and\nregulations as in his judgment may from time to time be necessary for the safety\nand cleanliness of, and for the preservation of good order in the building.\n\n\n                                          9\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7907],"corporate_contracts_industries":[],"corporate_contracts_types":[9583,9579],"class_list":["post-41676","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-intraware-inc","corporate_contracts_types-land__ca","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41676","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41676"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41676"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41676"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41676"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}