Exhibit 10.2
ELEVENTH AMENDMENT TO OFFICE
LEASE
This Eleventh Amendment to Office
Lease (this “ Eleventh Amendment ”) is made and
entered into as of April 23, 2009, by and between
WA—THREE BELLEVUE CENTER, L.L.C., a Delaware limited
liability company (“ Landlord ”), and INFOSPACE,
INC., a Delaware corporation (“ Tenant
”).
R E C I T A
L S :
A. Landlord, as
successor-in-interest to Three Bellevue Center LLC, a Washington
limited liability company, and Tenant, formerly known as
InfoSpace.com, Inc., a Delaware corporation, entered into that
certain Office Lease Agreement dated March 10, 2000 (the
“ Office Lease ”), as supplemented by that
certain letter dated October 10, 2000, as amended by that
certain First Lease Amendment dated August 1, 2000, and that
certain Second Lease Amendment dated August 25, 2000, as
supplemented by that certain letter dated May 18, 2001, and
that certain letter dated August 31, 2001, as amended by that
certain Third Lease Amendment dated June 4, 2002, and that
certain Fourth Lease Amendment dated May 16, 2003, as
supplemented by that certain letter dated June 3, 2003, as
amended by that certain Fifth Lease Amendment dated June 23,
2004, as supplemented by that certain letter dated
September 1, 2005, and as amended by that certain Sixth
Amendment dated September 26, 2005, that certain Seventh
Amendment dated April 10, 2006, that certain Eighth Amendment
to Office Lease Agreement, dated September 20, 2007, that
certain Ninth Amendment to Office Lease, dated December 21,
2007, and that certain Tenth Amendment to Office Lease, dated
January 29, 2008 (collectively, the “ Lease
”), pursuant to which Landlord leases to Tenant and Tenant
leases from Landlord those certain space (the “
Premises ”) located in that certain office building
located at 601 108th Avenue, N.E., Bellevue, Washington (“
Building ”) and commonly known as Key
Center.
B. The parties desire to amend the
Lease on the terms and conditions set forth in this Eleventh
Amendment.
AGREEMENT :
NOW, THEREFORE, in consideration of
the foregoing recitals and the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows.
1. Defined Terms .
Except as explicitly set forth in this Eleventh Amendment, each
initially capitalized term when used herein shall have the same
respective meaning as is set forth in the Lease.
2. Deletions;
Acknowledgements . Effective as of the date hereof, Section
V(G) of Exhibit D to the Office Lease and Section X (Rooftop
Equipment) of Exhibit E of the Office Lease are hereby deleted in
their entirety and are of no further force or effect. Further,
notwithstanding anything contained in the Lease or any other prior
agreement between the parties to the contrary, Tenant hereby
acknowledges and agrees that Tenant shall have no further rights
(i) with respect to any areas located on the B level of the
Building, the penthouse level of the Building, or the rooftop of
the Building (other than the roof area utilized under Section III
of Exhibit E to the Office Lease for the Dish/Antenna servicing the
Premises) (whether specifically addressed in the Lease or otherwise
previously utilized by Tenant), or (ii) to install or maintain
any generator, cooling tower, ups system (outside the Premises) or
rooftop equipment (other than the Dish/Antenna). Based upon the
terms of this Section 2 , the areas relinquished by
Tenant and in connection with which Tenant shall have no further
rights (the “ Released Areas ”) are the
“UPS System Area”, the “Generator Area”,
the “Roof Space”, and the “Water Treatment System
Area”, all as more particularly set forth on Exhibit
A , attached hereto. In connection with the foregoing,
Landlord hereby agrees that Tenant shall have no obligation to pay
to Landlord any storage or comparable rent or other amounts for the
Released Areas, nor shall Tenant have any other obligations with
respect to the Released Areas, in all events to the extent the same
relate to the period following the date of this Eleventh Amendment
(provided that nothing contained herein shall alter Tenant’s
liability for all obligations with respect to the Released Areas to
the extent that same relate to the period prior to the date of this
Eleventh Amendment).
3. Equipment . Tenant
hereby represents and warrants to Landlord that Tenant has
transferred all of Tenant’s right, title and interest in all
personal property and equipment located in or servicing the
Released Areas, including all cabling and related facilities owned
by Tenant (collectively, “ Equipment ”) to
Motricity, Inc., a Delaware corporation. Based upon the foregoing,
Landlord and Tenant hereby acknowledge and agree that,
notwithstanding anything in Section VIII or Section
XXX of the Office Lease to the contrary, Tenant shall have no
obligation to remove the Equipment.
4. Storage Space .
Landlord an
