Exhibit 10.15
WM
Wayne Mascia Associates 3945 Freedom Circle, Suite 350, Santa Clara,
- ------------------------------- California 95054
COMMERCIAL REAL ESTATE SERVICES Phone: (408) 970-9400 * Fax: (408) 970-0648
SUBLEASE
1. PARTIES
This Sublease is entered into this _____ day of August, 1995 by and between
Asante Technologies, Inc., Subleasor, and Megatest Corporation, Sublessee, as a
Sublease under the Master Lease dated July 16, 1992 entered into by, GAMMA
BUILDING ASSOCIATES JOINT VENTURE, a California general partnership, as Lessor,
and Sublessor under this Sublease as Lessee; a copy of the Master Lease is
attached hereto as Exhibit "A".
2. PREMISES
Sublessor leases to Sublessee and Sublessee hires from Sublessor the
following described Premises together with the appurtenances, situated in the
City of San Jose, County of Santa Clara, State of California, commonly known and
described as a portion of 821 Fox Lane, more particularly described in EXHIBIT
A, consisting of approximately 17,000 square feet of space, including all
furniture and furnishings therein as described in the Addendum, paragraph 2.A.
3. TERM
(a) See Addendum, paragraph 20.
4. RENTAL
Sublessee shall pay to sublessor as rental, the sum of [see Addendum,
paragraph 4] Dollars ($__________) per month in advance on the first day of each
month in lawful money of the United States of America, commencing on the _______
day of _____________.
5. POSSESSION
Notwithstanding said commencement date, if for any reason Sublessor cannot
deliver possession of the Premises to Sublessee on said date, Sublessor shall
not be subject to any liability therefore, nor shall such failure affect the
validity of this Lease or the obligations of Sublessee hereunder or extend the
term hereof, but in such case Subleasee shall not be obligated to pay rent until
possession of the Premises is tendered to Sublessee; provided, however, that if
Sublessor shall not have delivered possession of the Premises within sixty (60)
days from said commencement date, Sublessee may, at Sublessee's option, by
notice in writing to Sublessor within ten (10) days thereafter, cancel this
Sublease, in which event the parties shall be discharged from all obligations
thereunder. If Sublessee occupies the Premises prior to said commencement date,
such occupancy shall be subject to all provisions hereof, such occupancy shall
not advance the termination date and Sublessee shall pay rent for such period at
the initial monthly rates set forth above.
6. SECURITY DEPOSIT
Sublessee shall deposit with Sublessor upon the execution hereof $21,250.00
as security for Sublessee's faithful performance of Sublessee's obligation
hereunder. If Sublessee fails to pay rent or other charges due hereunder, or
otherwise defaults with respect to any provision of this Sublease, Sublessor may
use, apply or retain all or any portion of said deposit for the payment of any
rent or other charge in default or for the payment of any other sum to which
Sublessor may become obligated by reason of Sublessee's default, or to
compensate Sublessor for any loss or damage which Sublessor may suffer thereby.
The provisions of paragraph 3.5 shall also be applicable to this Sublease. If
Sublessee performs all of Sublessee's obligations hereunder, said deposit, or so
much thereof as has not heretofore been applied by Sublessor, shall be returned,
without payment of interest or other increment for its use to Sublessee at the
expiration of the term hereof, and after Sublessee has vacated the premises.
7. USE
Sublessee shall use the premises for the uses permitted in the Master
Lease.
8. PROVISIONS CONSTITUTING SUBLEASE
a. This Sublease is subject to all of the terms and conditions of the Master
Lease in Exhibit "A" and Sublessee shall assume and perform the
obligations of the Lessee in said Master Lease, to the extent said terms
and conditions are applicable to the Premises subleased pursuant to this
Sublease. Sublessee shall not commit or permit to be committed on the
Premises any act or omission which shall violate any term or condition of
the Master Lease. In the event of termination of Sublessor's interest as
Lessee under the Master Lease for any reason, then this Sublease shall
terminate coincidentally therewith without any liability of Sublessor to
Sublessee.
b. All of the terms and conditions contained in the Master Lease are
incorporated herein except for paragraphs 1.2, 1.3, 1.4, 1.5, 2.2, 2.4,
3.1, 3.2, 3.3, 5.3, 5.4(iv), Article 8, 9.2.1, 9.3, 17.12, 18.1.4,
18.1.5, 18.1.6, 18.1.7 as terms and conditions of this Sublease (with
each reference therein to Lessor and Lessee to be deemed to refer to
Sublessor and Sublessee) and along with all of the following paragraphs
set out in this Sublease, shall be the complete terms and conditions of
this Sublease.
9. ASSIGNMENT OF SUBLEASE
Sublessee shall not assign this Sublease or any interest therein nor sublet
the demised premises or any part thereof or any right or privilege appurtenant
thereto nor permit the occupancy or use of any part thereof by any person
without the written consent of Sublessor first had and obtained. Any such
assignment, further subletting, occupancy or use without the prior written
consent of the Sublessor shall at the option of the Sublessor terminate this
Sublease.
10. Upon execution of this Sublease, Sublessor shall pay Wayne Mascis
Associates, a licensed real estate broker, fees set forth in a separate
agreement between Sublessor and Broker. See Addendum.
IN WITNESS WHEREOF, the parties hereto have executed this Sublease in duplicate.
DATED: 8/21/95 DATED: 8/21/95
___________________________ _____________________________
ASANTE TECHNOLOGIES, INC. MEGATEST CORPORATION
__________________________________ ____________________________________
Sublessor Sublessee
By /s/ Roy Daheb By /s/ Patrick J. Ryan
__________________________________ ____________________________________
Sublessor Sublessee
__________________________________ ____________________________________
CONSENT TO SUBLEASE
Without releasing lessee in the Master Lease from the obligations hereunder, the
undersigned hereby consents to the foregoing Sublease provided that this consent
shall not be construed as a consent to any further subletting.
DATED: 8/21/95 Gamma Building Associates, J.V.
____________________________ By: Commercial Properties 2, L.P.
By: Real Estate Services VII, Inc.
Michael T. Marron
_______________________________
By: Michael T. Marron
Vice President
ADDENDUM TO SUBLEASE BETWEEN
ASANTE TECHNOLOGIES, INC. ("SUBLESSOR")
AND MEGATEST CORPORATION ("SUBLESSEE")
DATED AUGUST __, 1995
This Addendum to Sublease contains additional provisions which are an integral
part of the Sublease.
2.A Premises. The area of the Sublease Premises shall be determined by the
contractor installing the demising wall described in paragraph 20.
4. Rental. The rental for the Sublease Premises shall be the area of
the Sublease Premises multipled by $1.25 per square foot. The rental
shall include all operating and other expenses incurred by Sublessor
under the Master Lease and the cost of leasing all furniture, fixtures
and equipment on the Sublease Premises.
6.1 Repair, Maintenance and Management. If, for any reason, it is not
feasible for both Sublessee and Sublessor to repair, maintain and
manage the matters described in paragraph 6.1, Sublessor shall do so
at a reasonable cost, and Sublessee shall pay its pro rata share of
such costs. By way of example only, if a sink in the Sublease Premises
is clogged because of Sublessee's activities and the repair can only
be made in that portion of the Premises retained by Sublessor,
Sublessor shall bill for the repair.
11.1 Damage. Notwithstanding the provisions of paragraph 11.1, if there is
any damage or destruction of the Premises or any portion thereof,
Sublessor shall exercise its best efforts to require the Master Lessor
to promptly commence repairs and restoration.
16.3 Indemnification. Add the following subparagraph (c) to paragrpah 16.3:
"or (c) any pre-existing Hazardous Materials in, on, under or about
the Sublease Premises or the land of which the Sublease Premises is a
part, and any migration of Hazardous Materials to, in, on, under or
about the Sublease Premises or the land of which the Sublease Premises
are a part."
17.1 Inspection. Notwithstanding the provisions of paragraph 17.1 and
except in case of emergencies, Sublessee shall have the right to
exclude Sublessor from certain areas of the Sublease Premises for
security purposes or parking purposes or both. If Sublessor is
permitted onto the Leased
Premises, Sublessee shall have the right to accompany Sublessor at all
times.
17.2 Estoppels and Subordination. Sublessor shall obtain on or before
September 15, 1995, an instrument(s) by which every lender who has a
loan outstanding on, and whose loan is secured by, the real property
of which the Sublease Premises are a part, which instrument shall
recognize Sublessee's right to continue under the terms of the Lease
in the event of any default by Sublessor or foreclosure by any one or
more lender. Sublessor shall also obtain an estoppel certificate, the
terms of which shall be similar to those described in paragraph 17.5,
from the Master Lessor and which is reasonably acceptable to
Sublessee, stating that Sublessor is not in default under the Master
Lease.
18.1A Option. Notwithstanding the provisions of paragraph 18.1, Sublessor
grants to Sublessee one option to extend the Lease Term for a period
of one year at the monthly rate of $1.30 square foot for the Sublease
Premises. This option to extend shall be effective if and only if
Sublessor exercises its option to extend the term of the Master Lease.
19. Expenses. It is Sublessor's and Sublessee's intent that Sublessor
shall pay all building operating expenses, including real property
taxes, insurance premiums, janitorial services, utilities, repairs,
maintenance, security, etc., and, provided that Sublessee is not in
default, Sublessee shall pay only the amount described in paragraph 4,
plus the cost of installing a wall separating the Sublease Premises
from the space continued to be occupied by Sublessor.
20. Occupancy. The parties intend that the occupancy date for Sublessee
shall be the earlier of (a) September 1, 1995, or (b) the date that
Sublessee opens for business in the Sublease Premises. The September
1, 1995, date is based on the assumption that this Sublease will be
executed by the parties and approved by Lessor on or before August 16,
1995. If the Sublease is executed and approved by Lessor after August
16, 1995, the rental commencement date shall be extended by the number
of days between August 16, 1995, and the date of execution and
approval. Upon the execution of this Sublease, Sublessee shall have a
right of early entry for the construction of the wall separating the
Sublease Premises from the premises occupied by Sublessor and the
installation of telephone and data systems, including the installation
of one or more underground fiber-optic cables in the approximate
location shown on EXHIBIT A, but such early entry shall not constitute
"occupancy" for purposes of rental commencement. Sublessee shall have
a right of entry for the purposes described above and for the
maintenance and repair of the same at
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Sublessee's expense. Sublessee shall exercise due diligence to cause
as little interference as possible with Sublessor's operations.
21. Condition of Premises. Notwithstanding the provisions of paragraph
2.3, Sublessor shall deliver the Sublease Premises to Sublessee in a
clean condition and with all systems in good working order.
22. Signs. Sublessor and Sublessee shall mutually agree to the size and
design of signs to be installed by Sublessee on the Sublease Premises,
the Building or the Common Area, as the case may be.
23. Assignment. If Sublessor desires to vacate the premises occupied by it
prior to the expiration of the Master Lease, Sublessor shall notify
Sublessee as quickly as possible and, at Sublessee's request,
Sublessor shall assign to Sublessee, pursuant to the terms of the
Master Lease, the remainder of Sublessor's interest in the Master
Lease. In such event, Sublessor shall be responsible for the
compliance with all the terms of the Master Lease prior to the
assignment and Sublessee shall be responsible for such compliance
after the assignment. Each party shall defend, indemnify and hold the
other harmless from any claim, cost, liability or judgment, including
reasonable attorney's fees and costs, arising from such party's
failure to comply as set forth above. Lessor's consent to this
Sublease shall constitute Lessor's approval of the future assignment,
if any, set forth above, except that (1) Lessor shall retain the right
to approve Sublessee's credit worthiness and financial stability at
the time of the assignment, and (2) Sublessee shall represent and
warrant to Lessor that Sublessee shall not be using, storing,
generating, treating and disposing of any Hazardous Materials in
connection with such premises, except those materials commonly used in
connection with the operation of offices and in such quantities as are
commensurate with the size of the offices.
24. Sublessor and Lessor have agreed to share the rental to be paid by
Sublessee in the manner set forth in the letter dated Auguat 16, 1995,
from Gamma Building Associates, J.V. to Asante Technologies, a copy of
which is attached hereto.
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FIRST AMENDMENT TO SUBLEASE ("SUBLEASE") BETWEEN
ASANTE TECHNOLOGIES, INC. ("SUBLESSOR")
AND MEGATEST CORPORATION ("SUBLESSEE")
DATED ______________, 1995
This First Amendment to Sublease is entered into as of September 27, 1995,
between Sublessor and Sublessee.
For valuable consideration, the receipt and sufficiency of which are
acknowledged, Sublessor and Sublessee hereby agree as follows:
1. Pursuant to paragraph 2.A of the Addendum to Sublease, Sublessor and
Sublessee agreed to determine the area of the Sublease Premises
subsequent to the execution of the Sublease. Sublessor and Sublessee
have done so and agree that the area of the Sublease Premises is
14,500 square feet of rentable space. Acordingly, under paragraph 4 of
the Addendum to Sublease, the rental for the Sublease Premises shall
be $18,125 per month.
2. Except as expressly amended hereby, the Sublease is and shall remain
in full force and effect.
SUBLESSOR SUBLESSEE
ASANTE TECHNOLOGIES, INC. MEGATEST CORPORATION
By /s/ Bill Leung By /s/ Patrick J. Ryan
______________________ ______________________