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SEVENTH AMENDMENT TO OFFICE BUILDING LEASE
This Seventh (7th) Amendment to Office Building Lease ("Amendment") is
dated for reference purposes only November 15, 1999, by and between World
Outreach Church, Inc. a Florida Corporation ("Lessor"), and Smith Micro
Software, Inc. a Delaware Corporation ("Lessee").
RECITALS
A. This Amendment is made with reference to that certain Office Building Lease
(the "Lease") dated June 10, 1992, by and between Developers Venture Capital
Corporation (original landlord under the lease and lessors predecessor in
interest), as landlord, and lessee, as tenant. Pursuant to the lease, Lessee
leased certain premises (the "original lease premises") consisting of
approximately 10,933 square feet of rentable area on the first and second floor
of the building (as described and defined in the Lease).
B. In addition to the original leased premises as described in the Lease, Lessee
has occupied an additional approximate 21,784 square feet rentable area of the
building for a total of 32,717 square feet rentable area.
C. Lessee now desires to surrender part of the lease premises and all rights to
the possession of approximately 4,191 square feet rentable area, as shown by the
diagonal lines in Exhibit "A" (the "surrendered premises") attached hereto and
fully incorporated herein by referenced the same as if fully set forth verbatim.
D. Lessor desires to accept Lessee's partial surrender and to release Lessee
from its obligation for this surrendered premises surrendered under this Lease.
E. For the purpose of the rent calculation, the Lessor and Lessee agree that the
total amount of rentable square footage following the surrender shall be 28,526
rentable square feet.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises contained in
this Agreement, Lessor and Lessee agree as follows:
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1. Surrender of Surrendered Premises. Lessee agrees to surrender these
surrendered premises in originally good condition, the same as when possession
was taken by Lessee, and broom cleaned, on October 1, 1999, (the "surrender
date"). Subject to the terms of this Agreement, Lessor agrees to accept Lessee's
surrender of the surrendered premises, effective upon the surrender date.
2. Modification of Lease. The Lease is hereby modified and amended, hereby to
reduce the size of the premises, as defined in Section 2(l) of the lease and
described in Exhibit "A" to the Lease, by 4,191 square feet as shown with the
diagonal lines in attached Exhibit "A" to this Amendment, the same being
referenced as if fully set forth verbatim. Rent due and owing under the lease
shall be payable according to the rent schedule set forth in Exhibit "B."
3. Partial Termination. Accept as and to unpaid rent and cost, and obligations
here under, Lessor and Lessee hereby terminate the Lease as into the surrendered
premises effective upon the surrender date and discharge each other from all
obligations related to the surrendered premises.
4. Incorporation of Lease. Each and every term and condition of the Lease and
any and all amendments thereto are hereby reaffirmed and acknowledged by Lessee
and hereby incorporated herein by this reference.
5. No Waiver. Notwithstanding Section 2, this Agreement shall not be deemed a
waiver of any of Lessor's rights or remedies for any breach or default occurring
prior to the surrender date. Lessor shall be entitled to collect all back rents
due under the Lease prior to the surrender of surrendered premises through the
effective date of aforementioned.
6. Conditions of Premises. Lessee shall surrender the surrendered premises in as
good condition as when Lessee took possession pursuant to Section 18 of the
Lease.
7. Entire Agreement. This instrument and its exhibits constitute the entire
Agreement between the parties regarding the leasehold surrender. Any prior
agreements, promises, negotiations, or representations not expressly set forth
in this Agreement shall be of no force or effect unless it is in writing signed
by the Lessor and Lessee.
8. Attorneys Fees. If any arbitration, litigation, action suit, or other
proceeding is instituted to remedy, prevent, or obtain relief from a breach of
this Agreement, or pertaining to a declaration of rights under this Agreement,
the prevailing party will recover all such parties attorneys fees incurred in
each and every such action, suit or other proceeding, including any and all
appeals or petitions therefrom. As used in this Agreement, attorneys fees will
be deemed to be the full and actual cost of any legal services actually
performed in connection with the matters
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involved, including those related to any appeal or enforcement of any judgment,
calculated on the basis of the usual fee charged by the attorneys performing
such services, and will not be limited to "reasonable attorneys fees" as defined
by any statute or rule of court.
9. Binding Effect. This shall be binding on and inure to the benefit of the
parties to this Agreement and the heirs, personal representatives, successors,
and assigns.
EXECUTED as of November 15, 1999.
LESSOR: WORLD OUTREACH CHURCH, INC.
BY: /s/ PETER C. IRELAND
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PRINTED NAME: PETER C. IRELAND
TITLE: CHIEF FINANCIAL OFFICER
LESSEE: SMITH MICRO SOFTWARE, INC.
BY: /s/ MARK NELSON
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PRINTED NAME: MARK NELSON
TITLE: CHIEF FINANCIAL OFFICER
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EXHIBIT "A"
DIAGRAM OF FIRST FLOOR
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EXHIBIT "B"
RENTAL SCHEDULE MONTHLY RENT
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4/1/1999 - 3/31/2000 $39,077.77
4/1/2000 - 3/31/2001 $40,245.43
4/1/2001 - 3/31/2002 $41,457.78
4/1/2002 - 3/31/2003 $42,693.91