EXHIBIT 10.7
SUBLEASE AND CONSENT TO SUBLEASE AGREEMENT
FIRST FLOOR
3100 DE LA CRUZ BOULEVARD
SANTA CLARA, CALIFORNIA 95054
This agreement dated August 4, 1998 is entered into by and among Ramp Networks,
Inc. (hereinafter "Sublessor"), XaQti Corporation (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"), the entire rentable space on the first floor of 3100
De La Cruz Boulevard, situated in the City of Santa Clara, County of Santa
Clara, State of California (hereinafter the "Building") comprising
approximately 13,500 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.
Sublessee's access to the parking spaces shall not be less than that of
sublessor or any other tenant of the facility at 3100 De La Cruz Blvd.
2. Term
2.1 The term of this Sublease (hereinafter "Term") shall be for a period of 18
months from the date of general occupancy unless sooner terminated pursuant
to any provision hereof, or of the Master Lease. Occupancy shall commence
on October 15, 1998 or such other date as mutually agreed by Sublessor and
Sublessee.
2.2 In the event occupancy is delayed due to the construction schedule for the
Subleased Premises, the Sublessor shall bear no liability for any expenses,
costs or penalties of the Sublessee. In the event of such a delay,
occupancy shall commence on the earliest date, agreed by the Sublessor and
Sublessee, when the Subleased Premises are suitable for general occupancy.
In the event that the construction work is completed and the premises are
suitable for general occupancy, but the Sublessee not prepared to take
occupancy, then the occupancy date will be deemed to commence on such date
as the premises first were available for Sublessee's occupancy and the
related rent shall commence. The Sublessee may terminate this Sublease if
the Subleased Premises are not ready for occupancy by November 15, 1998.
2.3 Notwithstanding the above, Sublessor and Master Lessor will allow Sublessee
to have access to the building as soon as is reasonably practical, but not
later than October 1, 1998, 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 any and all Sublessee work prior to
occupancy.
2.4 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.
2.5 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.
2.6 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.
2.7 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.
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 $2.60 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"):
10/15/98 to 10/14/99 $35,100 per month
10/15/99 to 4/14/2000 $37,908 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 an estimated rentable space of 13,500 square
feet. Upon completion of the construction, the rentable square feet shall
be measured and adjusted. Such measurement shall be agreed by the parties
and the rent adjusted accordingly, based on the revised rentable space, and
an amendment shall signed by the parties and incorporated into this
agreement. Notwithstanding the above, the rentable square sheet shall not
exceed 13,500 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, 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 $70,200 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
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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.
Sublessee's Security deposit shall not bear interest unless the Master
Lessor pays interest under the Master Lease to the Sublessor for
Sublessor's security deposit, in which case Sublessee's security deposit
with the Sublessor shall bear interest at the same rate under this Sublease
as Sublessor's Security Deposit bears interest under the Master Lease.
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
the 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 Sublessor agrees to work with Sublessee on signage subject to the
following: (a) Sublessee's signage will be in a secondary position to any
of the Sublessor's own signage; (b) Sublessee's signage shall be easily
visible and legible to traffic on Trimble Road and/or De La Cruz Blvd.; (c)
Sublessee shall bear the cost of installing and de-installing any signage,
including any electrical requirements; (d) all signage will be subject to
prior approval by the Master Lessor and the Sublessor, which approval shall
not be unreasonably withheld; and (e) Sublessee shall be responsible for
obtaining any required approvals from the City of Santa Clara.
5.7 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
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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.
5.8 Sublessee shall obtain prior approval from the Sublessor for any
alterations to the Subleased Premises. All requested alterations will be at
Sublessee's expense.
5.9 Sublessee uses very small amounts of hazardous materials in it's 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.
6.0 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 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.
7.0 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 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
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(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, or
(e) If a writ of execution is issued against Sublessee. Sublessee may cure
any default under this Sublease at any time within 10 days after
written notice is received by Sublessee from Sublessor.
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 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 Sub lessor 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 sub leases, 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 further right to or
interest in the rent or other consideration receivable thereunder.
8.0 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.
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9.0 Arbitration of Disputes
MEDIATION OF DISPUTES. Sublessee and Sublessor hereby agree to and shall
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.
ARBITRATION OF DISPUTES. Subject to the foregoing Paragraph, Sublessee
and 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 SUBLESSOR (_____) (_____) (_____) (_____)
10.0 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,
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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.
11.0 Broker's Fee
Each party hereto warrants to the other that no person or selling agency
has been employed or retained by such party to solicit or secure this
Sublease upon an agreement or understanding for a commission, percentage,
brokerage or contingent fee. Each party indemnifies the other against a
breach of the foregoing warranty.
12.0 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
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.
13.0 Entire Agreement
This Sublease constitutes the entire agreement between Ramp Networks, Inc.
and XaQti Corporation regarding this Sublease. Both parties acknowledge
that there are no agreements or understandings except as presented in this
Sublease document.
14.0 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.
15.0 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.
16.0 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.
17.0 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.
18.0 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.
19.0 Forum: This Sublease shall be construed and enforced in accordance with
the laws of the State of California.
20.0 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
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hereunder, the party not prevailing in such action or proceeding, whether
in court, through arbitration or by way of out-of-court 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.
21.0 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.
22.0 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.
23.0 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.
24.0 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.
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Dated: 8/4/98 Dated 8/4/98
Sublessor: Sublessee: /s/ [illegible]
By: /s/ Scott Gorton By: Henry [illegible]
Scott Gorton
Address: Ramp Networks Address: 1630 Oakland Road
Bldg A-214
San Jose, CA 95131
Agreed and Accepted: Oxford Park Assn.
Landlord
By: /s/ [illegible]
Date: 8/27/98
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