EXHIBIT 10.6
SUBLEASE AND CONSENT TO SUBLEASE AGREEMENT
SECOND FLOOR OFFICE SPACE
3100 DE LA CRUZ BOULEVARD
SANTA CLARA, CALIFORNIA 95054
This agreement dated February 22, 1999 is entered into by and among Ramp
Networks, Inc. (hereinafter "Sublessor"), Analog Microelectronics, Inc.
(hereinafter "Sublessee") and Oxford Park Associates (hereinafter "Master
Lessor") as a Sublease and consent to sublease (hereinafter "Sublease") subject
to the terms and conditions of the Master Lease dated February 24,1998, entered
into by Ramp Networks, Inc. and Oxford Park Associates. A copy of said Master
Lease is attached hereto, designated Exhibit A, and incorporated herein by this
reference.
1. Premises
1.1 Sublessor hereby leases to Sublessee and Sublessee hereby hires from
Sublessor, on and subject to the terms and conditions hereinafter set
forth, the following described premises (hereinafter referred to as
"Subleased Premises"), a portion of the rentable space on the second floor
of 3l00 De La Cruz Boulevard, situated in the City of Santa Clara, County
of Santa Clara, State of California (hereinafter the "Building") comprising
3,197 rentable square feet of space.
1.2 In addition Sublessee shall have non-exclusive access to the public areas
of the building and surrounding area including, but not limited to, the
showers on the second floor and parking spaces in the parking lot.
2. Term
2.1 The term of this Sublease (hereinafter "Term") shall start on April 1, 1999
and terminate on March 31, 2001 unless earlier terminated pursuant to any
provision hereof, or of the Master Lease.
2.2 Notwithstanding the above, Sublessor and Master Lessor will allow Sublessee
to have access to the building as soon as is reasonably practical to
install telephone lines, network wiring and other Sublessee provided
infrastructure as agreed by the parties. Any Sublessee contractors will
coordinate with Sublessor's contractors and Master Lessor's General
Contractor for the above work.
Sublessee shall install their own voice/data cabling, as well as provide
any 220 electrical requirements at their own expense. All such installation
shall be subject to pre-approval by the Sublessor, which shall not be
unreasonably withheld.
2.3 Upon expiration of the Term or upon early termination of the Sublease,
Sublessee shall immediately surrender the Subleased Premises in good
condition to the Sublessor, normal wear and tear excepted. In addition,
upon surrender of the Subleased Premises, Sublessee shall remove any of its
trade fixtures and all its personal property from the Subleased Premises.
2.4 If the Subleased Premises remain in the possession of the Sublessee with
the consent of the Sublessor after the Term has expired, the Sublessee
shall be deemed to be occupying the Subleased Premises on a month to month
basis with a monthly rent equal to the last Rent amount in effect. Such
month to month occupancy shall be subject to the terms of this Sublease,
and be subject to termination upon 30 days' written notice by either party.
2.5 If the Subleased Premises remain in the Sublessee's possession after the
expiration of the Term without the consent of the Sublessor, or after early
termination of the Sublease, the Sublessee's occupancy shall be deemed
tenancy at sufferance and Sublessee shall be liable for monthly rent in the
amount of two times the last Rent in effect.
2.6 At the end of the Sublease Term, Sublessor shall determine whether
Sublessor requires the Subleased Premises for its own use. If the Sublessor
decides to sublease the Subleased Premises, the Sublessor shall negotiate
in good faith with the Sublessee to extend the sublease term, provided the
Sublessee has not defaulted under the Sublease and such default remains
uncured. The Sublessor shall provide three (3) months notice of their
intent.
3. Base Rent
3.1 Payment of rent shall be due and payable on the date of general occupancy.
Rent shall be at the rate of $2.15 per rentable square foot. Sublessee
shall pay to Sublessor without deduction, setoff, prior notice or demand,
as rent for the Subleased Premises, equal monthly payments as shown below
(hereinafter "Rent"):
4/1/99 to 3/31/01 $6,873.55 per month
in advance on the first day of each month of the Term hereof. In the event
the payment of Rent is not received by the Sublessor by the first day of
each month, the Sublessor shall send written notice of non-receipt of the
payment. Sublessee shall have a grace period of five (5) days after receipt
of the written notice to pay the Rent. If Sublessee does not pay the Rent
within five days after receipt of the written notice, Sublessee shall have
defaulted under this Sublease and be subject to the provisions of section 7
of this Sublease.
The above rent is based on rentable space of 3,197 square feet.
If the date of general occupancy is not the first day of the month, or if
the termination date is not the last day of the month, a pro rata portion
of the monthly Rent shall be paid to the Sublessor at the then current rate
for the fractional month during which the Sublease commences and/or
terminates based on a 30-day month. Sublessee shall pay Sublessor on or
before the occupancy date hereof the prorated sum due for the initial
fractional month plus the sum due for the first full month of rent.
3.2 Services to the Subleased Premises shall be provided by the Master Lessor
as per Article 6.00 of the Master Lease Agreement. Such services shall
include heat, ventilation, cooling, janitorial services, electric power for
normal lighting and small business office equipment (e.g. copiers, PC's,
etc.), running water, and maintenance, repair and replacement as defined in
the referenced Article of the Master Lease. Master Lessor covenants to
furnish all those services to the Subleased Premises and to the Building
agreed by Master Lessor to be provided pursuant to Article 6.0 of the
Master Lease.
4. Security Deposit
Sublessee shall deposit with Sublessor upon execution of this Sublease
hereof the sum of $6,873.55 as security for Sublessee's faithful
performance of Sublessee's obligations hereunder. If Sublessee fails to pay
Rent or other charges due hereunder, or otherwise defaults with respect to
any provision of this Sublease, and fails to commence a cure of such
default within the time provided therefor in 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
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. If Sublessor so uses or applies all or any portion of said
deposit, Sublessee shall within ten (10) days after written demand
therefore, deposit cash with Sublessor in an amount sufficient to restore
said deposit to the full amount herein above stated, and Sublessee's
failure to do so shall be a default under this Sublease, and Sublessor may
at its option terminate this Sublease. Sublessor shall not be required to
keep said deposit separate from its general accounts. If Sublessee performs
all of Sublessee's obligations hereunder, said deposit, or so much thereof
as has not theretofore been applied by Sublessor, shall be returned without
payment of interest for its use to Sublessee within ten (10) days after the
expiration of the Term hereof, or after Sublessee has vacated the Subleased
Premises, whichever is later.
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Sublessee's Security deposit shall not bear interest.
5. Use
5.1 The Subleased Premises shall be used and occupied for general office and
R&D purposes, including light assembly and prototyping, and for no other
purpose without prior written consent of Sublessor.
5.2 Master Lessor warrants to Sublessee that the Subleased Premises, in its
intended state, but without regard for Sublessee's stated use, does not
violate any applicable statute, law, deed restrictions, building code,
regulation or ordinance, including the Americans With Disabilities Act (42
USC Sec. 12111 et. Seq.), at the time that this Sublease is executed. If
this warranty hereafter is found not to be true, Sublessor shall work with
the Master Lessor to bring the Subleased Premises into compliance.
Sublessee shall, at Sublessee's expense, comply promptly with all
applicable statutes, ordinances, rules, regulations, orders, restrictions
of record, and requirements in effect during the Term hereof regulating the
use of the Subleased Premises, provided, however, that Sublessee shall not
be required to expend any of its funds for capital improvements or changes
related to the Americans with Disabilities Act.
5.3 Except for latent and undisclosed defects, Sublessee hereby accepts the
Subleased Premises in their condition existing as of the commencement date
of the Term hereof, subject to all applicable zoning, municipal, county and
state laws, ordinances and regulations governing and regulating the use of
Subleased Premises, and accepts this Sublease subject thereto.
5.4 Sublessee acknowledges that neither Sublessor nor Sublessor's agents have
made any representation or warranty as to the suitability of the Subleased
Premises for the conduct of the Sublessee's business.
5.5 Sublessee shall not assign or transfer the Sublease, or otherwise allow
occupancy in whole or in part of the Subleased Premises by any other party
without advance written consent from the Sublessor.
5.6 Sublessee shall keep the Subleased Premises in good condition. In the
event the Sublessee fails to maintain the Subleased Premises, the Sublessor
may, following no less than 48 hours' prior notice, enter the Subleased
Premises, perform any needed repairs or maintenance, and charge the
Sublessee for the cost incurred plus a 20% administrative fee. Any such
entry into the Subleased Premises by the Sublessor, except in case of
emergency, shall be as accompanied by an employee or designated
representative of the Sublessee.
5.7 Sublessee shall obtain prior approval from the Sublessor for any
alterations to the Subleased Premises. Sublessor shall, in turn, obtain
prior written approval from the Master Lessor. All requested alterations
will be at Sublessee's expense.
5.8 Sublessee may store very small amounts of hazardous materials in its
hardware lab including solder, flux, alcohol, tech spray, flux cleaner etc.
Except for these Hazardous Materials, Sublessee shall not use, generate,
store, dispose or otherwise allow Hazardous Materials to be present within
the Subleased Premises without prior written approval by the Sublessor.
Except with respect to any such Hazardous Materials used, generated, stored
or disposed of, on or about the Subleased Premises by Sublessee, its
employees, officers, directors, agents or contractors, Sublessor shall
indemnify, defend, and hold Sublessee harmless from and against any and all
liabilities, remediation costs, investigation costs, claims, damages,
injuries, losses, costs, fines, judgments, causes of action and expenses
whatsoever incurred in connection with or arising in any way out of the
release, treatment, storage, use or disposal of Hazardous Materials on or
about the Subleased Premises.
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6. Master Lease
6.1 This Sublease is subject and subordinate to the Master Lease designated as
Exhibit A. Sublessee shall not commit or permit to be committed on the
Subleased Premises any act or omission which shall violate any term or
condition of the Master Lease.
6.2 Sublessee shall hold Sublessor and Master Lessor harmless of and from all
liability, judgements, costs, damages, claims or demands, including
reasonable attorney's fees, arising out of Sublessee's failure to comply
with or perform Sublessee's obligations under both the Master Lease and
this Sublease, as such obligations apply to the Premises.
6.3 Sublessor represents to Sublessee that the Master Lease is in full force
and effect and that no default exists on the part of any party to the
Master Lease.
7. Default
7.1 Sublessee shall pay a penalty of 5% of the Rent amount due as a late fee in
the event Rent payments are received by the Sublessor more than 10 days
after the due date for the Rent. If the Sublessor does not receive the Rent
payment within 15 days after its due date, then the Sublessee shall owe
interest on the amount due at an interest rate that is the lesser of one
and one-half percent (1.5%) per month, or the maximum rate allowed by law,
on all Rent not paid when due, from the due date until the payment is fully
paid and satisfied. Sublessee shall indemnify Sublessor and Master Lessor
against all costs and charges (including legal fees) lawfully and
reasonably incurred in enforcing payment of the Rent, and in obtaining
possession of the Subleased Premises after default of the Sublessee or upon
expiration or earlier termination of the Term of this sublease.
7.2 All covenants and agreements to be performed by the Sublessee under any of
the terms of this Sublease shall be performed by the Sublessee at
Sublessee's sole cost and expense, and without any abatement of Rent. If
Sublessee fails to perform any act on its part to be performed hereunder,
and such failure shall continue for 10 days after notice thereof from
Sublessor, Sublessor may perform such act (but shall not be obligated to do
so) without waiving or releasing Sublessee from any of its obligations
relative thereto. All reasonable sums paid or costs incurred by Sublessor
in so performing such acts together with interest thereon at the rate set
in paragraph 7.1 herein from the date payment was made or each cost
incurred by the Sublessor shall be payable by Sublessee to Sublessor on
demand.
7.3 The following events shall be deemed events of default by Sublessee under
this Sublease:
(a) part or all of the Rent is not paid when due and Sublessee has not paid
the Rent within five (5) days after receipt of a written notice from
the Sublessor, or
(b) Sublessee becomes insolvent or commits an act of bankruptcy or becomes
bankrupt or takes benefit of any statute that may be in force for
bankrupt or insolvent debtors or becomes involved in involuntary or
involuntary winding-up proceedings or if a receiver is appointed for
the business, property, affairs or revenues of Sublessee, or
(c) Sublessee ceases to conduct business from the Subleased Premises, or
(d) Sublessee fails to observe, perform, and keep each and every material
covenant, agreement, provision, stipulation and condition herein
contained to be observed, performed, and kept by Sublessee.
7.4 Upon the occurrence of any event of default by Sublessee, Sublessor shall
have, in addition to other remedies available to Sublessor at law or in
equity, the option to pursue any one or more of the following remedies
(each and all of which shall be cumulative and non-exclusive) without any
notice or demand whatsoever:
(a) Terminate this Sublease, in which case Sublessee shall immediately
surrender the Subleased Premises to Sublessor, and if Sublessee fails
to do so, Sublessor may enter and take possession of the Subleased
Premises and expel or remove the Sublessee and any other person who may
be occupying the
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Subleased Premises or any part thereof, without being liable for
prosecution or any claim or damages therefore; and Sublessor may
recover from Sublessee the following:
(i) the worth at the time of award of any unpaid Rent which has been
earned at the time of termination, plus
(ii) the worth at the time of award of the amount by which the unpaid
Rent which would have been earned after termination until the
time of award exceeds the amount of such loss of Rent that
Sublessee proves could have been reasonably avoided; plus
(iii) the worth at the time of award by which the unpaid Rent for the
balance of the Term after the time of award exceeds the amount of
such loss of rent that Sublessee proves could have been
reasonably avoided; plus
(iv) any other amount necessary to compensate Sublessor for all the
detriment proximately caused by Sublessee's failure to perform
its obligations under this Sublease; and
(v) at Sublessor's election, such other amounts in addition to or in
lieu of the foregoing as may be permitted from time to time by
applicable law.
(b) If Sublessor does not elect to terminate this Sublease on account of
any default by Sublessee, Sublessor may, from time to time, without
terminating this Sublease, enforce all of its rights and remedies under
this Sublease, including the right to recover all Rent as it becomes
due.
(c) If the Sublessee defaults under this agreement, Sublessor shall have
the right to terminate any and all subleases, licenses, concessions or
other arrangements for possession entered into by Sublessee and
affecting the Subleased Premises or may, in Sublessor's sole
discretion, succeed to Sublessee's interest in such subleases,
licenses, concessions or arrangements. In the event of Sublessor's
election to succeed to Sublessee's interest in any such subleases,
licenses, concessions or arrangements, Sublessee shall, as of the date
of notice by Sublessor of such election, have no farther right to or
interest in the rent or other consideration receivable thereunder.
8. Liability and Damages
Sublessee shall maintain at its own expense liability and fire insurance
covering the Subleased Premises and its improvements and personal property
residing there in an amount not less than acceptable to a prudent owner.
Sublessee's liability insurance shall include Sublessor and Master Lessor
as insured parties, and cover death, personal injury and property damage in
the amount of $1 million per occurrence and $3 million cumulative.
If the Subleased Premises become unusable due to damage by fire or other
casualty, then Article 16.00 of the Master Lease shall apply to the
relationship between the Sublessor and Sublessee as well.
9. Arbitration of Disputes
MEDIATION OF DISPUTES. Sublessee and Sublessor hereby agree to and shall
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mediate any dispute or claim between them arising out of this Sublease or
any resulting transaction. The mediation shall be held prior to any court
action or arbitration. The mediation shall be confidential and in
accordance with California Evidence Code # 1152.5. If the parties are
unable to agree on a mediator within thirty (30) days of written notice by
one party to the other of said party's desire to seek mediation, the
Presiding Judge of the Superior Court of Santa Clara County shall have
jurisdiction to appoint a mediator. If the mediator determines that
additional mediation sessions are warranted, such mediation sessions shall
be conducted in accordance with this Article. Should either party attempt
an arbitration or a court action before attempting to mediate, said party
shall not be entitled to attorney's fees that might otherwise be payable to
said party in a court action or arbitration, and such party may, in
addition, be subject to sanctions by the arbitrator or judge who determines
that said party has resisted mediation. Mediation fees, if any, shall be
divided equally by the parties.
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ARBITRATION OF DISPUTES. Subject to the foregoing Paragraph, Sublessee and
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Sublessor agree that any dispute relating to this Sublease shall be subject
to neutral, binding arbitration and not by court action, unless this
Sublease expressly states that such dispute is not subject to arbitration
or the parties subsequently agree not to submit the dispute to arbitration.
The arbitration shall be conducted in accordance with the rules of either
the American Arbitration Association (`AAA') or Judicial Arbitration and
Mediation Services, Inc./Endispute (`JAMS/Endispute'). The selection shall
be made by the party first filing for arbitration. The parties to an
arbitration may agree in writing to use different rules and/or arbitrators.
In all other respects, the arbitration shall be conducted in accordance
with Part III, Title 9 (beginning with Section 1280) of the California Code
of Civil Procedure. The arbitration shall be held in San Mateo County,
California. Subject to the provisions of this Lease, an award of the
arbitrator selected by the parties or by the court shall be final and
binding upon the parties hereto and judgment may be entered upon it in a
court having jurisdiction pursuant to Section 36.E. hereof. The expenses of
such arbitration shall be borne equally by Sublessor and Sublessee. In any
arbitration under this Lease the parties shall be entitled to discovery in
like manner as if the matter were a California Superior Court trial.
NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY
DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF
DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY
CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE
THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE
BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL,
UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF
DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING
TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF
THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION
PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE
TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION
OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION.
Consent to neutral arbitration by:
SUBLESSEE: /s/ GC 2/17/99
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SUBLESSOR: /s/ SG 2/17/99
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10. Notices
All notices or demands of any kind required to be given by Sublessor or
Sublessee hereunder shall be in writing and shall be deemed delivered
forty-eight (48) hours after depositing the notice or demand in the United
States Mail, certified or registered, postage prepaid, addressed to
Sublessor or Sublessee, respectively, at the addresses set forth after
their signatures at the end of this Sublease. All Rent and other payments
due under this Sublease or the Master Lease shall be made by Sublessee to
Sublessor at the same address.
11. Broker's Fee
The broker's fee has been pre-arranged and is part of a separate agreement
between Ramp Networks, Inc. and CRESA Partners LLC.
12. General
Master Lessor and Sublessor acknowledge that as of the date hereof,
Sublessor has not committed an event of default with respect to the Master
Lease. The undersigned agrees that execution of this Sublease and
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Sublessee's usage of the Subleased Premises for general office purposes
will not cause a default in the Master Lease, and, further, the undersigned
Landlord agrees that it shall recognize the Sublease and Sublessee's rights
of possession, if Sublessee has not incurred an event of default with
respect thereto, in the event the Master Lease is terminated for any
reason. Neither Sublessor nor Sublessee are bound by the Sublease Agreement
until the Landlord has executed the Sublease Agreement.
13. Entire Agreement
This Sublease constitutes the entire agreement between Ramp Networks, Inc.
and Analog Microelectronics, Inc. regarding this Sublease. Both parties
acknowledge that there are no agreements or understandings except as
presented in this Sublease document.
14. Relationship of the Parties
Nothing contained in this Sublease shall create any relationship between
the parties hereto other than that of Sublessor and Sublessee, and it is
acknowledged and agreed that Sublessor does not in any way or for any
purpose become a partner of Sublessee in the conduct of its business, or a
joint venturer or a member of a joint or common enterprise with Sublessee.
15. Severability
If any provision of this Sublease or the application thereof to any person,
entity or circumstance shall, to any extent, be invalid or unenforceable,
the remainder of this Sublease, or the application of such provision to
persons, entities or circumstances other than those as to which it is
invalid or unenforceable, shall not be affected thereby, and each provision
of this Sublease shall be valid and be enforced to the full extent
permitted by law.
16. Time of the Essence
Time is hereby expressly declared to be of the essence of this Sublease and
of each and every term, covenant, Agreement, condition and provision
hereof.
17. Sublease Construed as a Whole
The language in all parts of this Sublease shall in all cases be construed
as a whole according to its fair meaning and not strictly for or against
either Sublessor or Sublessee. The parties acknowledge that each party and
its counsel have reviewed this Sublease and participated in its drafting
and therefore that the rule of construction that any ambiguities are to be
resolved against the drafting party shall not be employed nor applied in
the interpretation of this Sublease.
18. Meaning of Terms
Whenever the context so requires, the neuter gender shall include the
masculine and the feminine, and the singular shall include the plural and
vice versa.
19. Forum
This Sublease shall be construed and enforced in accordance with the laws
of the State of California.
20. Attorneys' Fees
In the event of any action or proceeding at law, in equity or stipulated
arbitration to enforce or interpret any provision of this Lease or to
protect or establish any right or remedy of either party hereunder, the
party not prevailing in such action or proceeding, whether in court,
through arbitration or by way of out-of-court
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settlement, shall pay to the prevailing party all costs and expenses,
including without limitation, reasonable attorneys' fees and expenses
(which shall include attorneys fees and expenses of in-house attorneys),
incurred therein by such prevailing party and if such prevailing party
shall recover judgment in any such action or proceeding, such costs,
expenses and attorneys' fees shall be included in and as a part of such
judgment.
An arbitrator, if any, is hereby authorized to make such an award to the
prevailing party in arbitration. The term "prevailing party" shall mean the
party that received substantially the relief requested, whether by
settlement, dismissal, summary judgment, mediation, arbitration, judgment
or otherwise.
21. No Memorandum Without Consent
Neither Sublessor or Sublessee shall record this Sublease or a short form
memorandum hereof without the consent of the other, not to be unreasonably
withheld.
22. Waiver
The waiver by either party of a breach of any provision of this Sublease
shall not be deemed a continuing waiver or a waiver of any subsequent
breach, whether of a like nature or otherwise.
23. In consideration of Sublessee's paying the rent and performing all the
covenants, conditions and provisions on Sublessee's part to be observed and
performed under this Sublease, Sublessee shall have quiet possession and
quiet enjoyment of the Subleased Premises.
24. If the Subleased Premises or any portion thereof are taken under the power
of eminent domain or sold under the threat of the exercise of said power,
either party shall have the right to terminate this Sublease upon written
notice to the other.
25. Nondisturbance
In the event of a foreclosure sale under the Trust Deed or conveyance in
lieu of such foreclosure so long as there shall not then exist any breach
or default on the part of the Sublessee under the Sublease, or any event or
condition which, with the giving of notice and/or the passage of time,
could become such a breach or default, or any other event that would permit
the Sublessee's leasehold interest under the Sublease to be terminated and
subject to compliance by the Sublessee with the terms hereof,
(a) the Sublessee's right to possession of the Leased Premises and
leasehold interest under the Sublease shall not be disturbed and shall
continue in effect, and
(b) the purchaser or transferee shall recognize and accept the Sublessee as
Sublessee under the terms of the purchaser in each case subject to the
terms, requirements and provisions of the Sublease and those set forth
herein.
26. Default by the Sublessor:
Upon the occurrence of any breach or default on the part of the Sublessor
under the Sublease or any other event that would permit early termination
nation of the Sublease by the Sublessee the Sublessee shall promptly (and
in any event not later than the time that notice thereof is given by the
Sublessee to the Sublessor) given written notice to the Bank and Master
Lessor specifying the nature of such breach, default or other event and the
action, if any, that the Sublessee proposes to take with respect thereto.
The Bank shall have the right (but not the obligation) to cure any such
breach, default or other event at any time prior to the termination of the
Sublease by the Sublessee Anything contained herein or in the Sublease to
the contrary notwithstanding, (a) the Sublessee shall not declare a
termination of the ease as a result of any such breach, default or other
event unless, within 30 days after the expiration of the time period
provided in the Sublease for the cure thereof by the Sublessor or the
Bank's receipt of notice thereof from the Sublessee (whichever is
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later), the Bank shall have failed to cause such breach, default or other
event to be cured or, if the same cannot reasonably be cured by the Bank
within such 30-day period, the Bank shall have failed to commence action
within 30-day period to cause the same to be cured or thereafter shall fail
to pursue such cure with diligence, and (b) the Sublessee shall in no event
terminate the Sublease as a result of any breach, default or other event,
which relates solely the financial condition, status or condition of the
Sublessor Except for a termination of the ease arising by reason of the
Bank's failure to cause any breach, default or other event to be cured as
set forth above, the Sublessee shall not terminate or permit any
termination of the Sublease prior to the expiration of the term then
remaining under the Sublease without the prior written consent of the Bank.
27. Signage:
Sublessee, at Sublessee's sole cost, will be allowed signage on the second
floor at the entrance of their suite. All signage is subject to approval by
the Sublessor and Master Landlord, not to be unreasonably withheld.
Sublessor, at Sublessor's sole cost, will create entry signage on the first
floor displaying names of all occupants in the building. No external
signage shall be permitted.
Dated: 2/17/99 Dated: 2/17/99
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Sublessor Sublessee
By: /s/ Scott Gorton By: /s/ George Chen
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Address: Ramp Networks Address: 3150 De La Cruz Blvd #200
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Santa Clara, CA 95054
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Agreed and Accepted:
Landlord
By: /s/ [illigible]
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Date: 2/26/99
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