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Exhibit
10.2
FIRST LEASE
AMENDMENT
(Lease
Extension)
This Amendment is to the Office Building
Lease and Addendum One and Addendum Two dated May 18, 1999
(the “Lease”), by and between Lake Union Building LLC
(“Landlord”), and Insightful Corporation, formerly
known as Mathsoft, Inc. (“Tenant”). To the extent the
terms of this Amendment are inconsistent with the other terms of
the Lease, the terms of this Amendment shall control. Unless
specifically stated otherwise, all capitalized terms in this
Amendment shall have the same meaning ascribed to them in the
Lease.
1. PREMISES:
That portion of The Lake
Union Building containing approximately 976 square feet of Rentable
Area located on the first (1st) floor of the Building and
consisting of the space known as Suite 120;
That portion of The Lake
Union Building containing approximately 12,544 square feet of
Rentable Area located on the fourth (4th) floor of the
Building;
That portion of The Lake
Union Building containing approximately 12,544 square feet of
Rentable Area located on the fifth (5th) floor of the
Building.
Currently, the total Rentable
Area of the Premises is approximately 26,064 square
feet.
All Rentable Area
measurements are calculated in accordance with the BOMA Standard
Method for Measuring Floor Area in Office Buildings (ANSI/BOMA
Z65.1-1996).
2. MODIFICATION OF PREMISES AND
RENTABLE AREA – FLOOR 4:
Upon commencement of the
Lease Term Extension, Tenant shall occupy the entirety of that
portion of The Lake Union Building containing approximately 12,544
square feet of Rentable Area located on the fourth (4th) floor
of the Building, and shall pay Rent as outlined in Section 6
below based on 21,520 square feet of Rentable Area, until the
Modified Premises are determined.
Landlord and Tenant shall
agree upon the location of the demising wall separating that
portion of the fourth (4 th ) floor that Tenant will be occupying during the balance
of the Lease Term Extension (“Modified Premises”) from
the remainder of the fourth floor by May 31, 2004
(“Agreement Date”). In connection with agreeing upon
the location of the demising wall, Tenant and Landlord shall
determine the total square feet of Rentable Area of the Modified
Premises.
Landlord’s agreement
upon and approval of the final space plan shall not constitute
agreement upon or approval of any costs of construction.
Landlord’s approval of any and all construction expenses and
costs of construction shall be determined pursuant to
Section 7 below; Landlord shall not participate in any cost or
expense in excess of the costs of demising the fourth floor,
described in this Section 2, and the tenant improvement
allowance and Planning Allowance specified in Section 7
below.
Within fifteen (15) days
of Landlord’s and Tenant’s agreement on the location of
the demising wall described above, and not later than June 15,
2004 (the “Vacation Date”), Tenant shall vacate and
surrender in broom-clean condition that portion of the Premises at
Floor 4 that shall no longer be occupied by Tenant, in preparation
for Landlord’s modification of the Premises at Floor
4.
Lease Amendment (Lease Extension)
– Insightful Corporation
May 11, 2004
Page 2 of 10
In the event the location of
the demising wall has not been agreed upon by both Landlord and
Tenant by the Agreement Date, Tenant shall commence payment of Rent
on that portion of Floor 4 currently in possession of Tenant on the
Agreement Date, and such Rent shall be retroactive to the
Commencement Date of the Lease Term Extension and shall be adjusted
accordingly. Tenant shall continue to pay Rent on that portion of
Floor 4 until such time as the location of the demising wall has
been mutually agreed by both Landlord and Tenant, and Tenant
vacates and surrenders in broom-clean condition any portion of
Floor 4 not included in the Modified Premises.
In the event that Tenant has
not fully vacated the portion of the Premises it does not intend to
occupy, per the Modified Premises by the Vacation Date, Tenant
shall commence payment of Rent on that portion of Floor 4 currently
in possession of Tenant on the Vacation Date, and such Rent shall
be retroactive to the Commencement Date of the Lease Term Extension
and shall be adjusted accordingly. Tenant shall continue to pay
Rent on that portion of Floor 4 until such time as the location of
the demising wall has been mutually accepted by both Landlord and
Tenant, and Tenant vacates and surrenders in broom-clean condition
any portion of Floor 4 not included in the Modified
Premises.
Following the determination
of the remaining square feet of Rentable Area occupied by Tenant at
Floor 4, a Second Lease Amendment to the Office Building Lease will
be drafted in which the Modified Premises shall be defined; the
Second Lease Amendment will subsequently be executed by Landlord
and Tenant.
Tenant shall pay Rent for the
Modified Premises pursuant to Section 6 below. Any rent
received by Landlord from Tenant in advance of the Vacation
Date specified in the Second Lease Amendment referred to above
shall be pro-rated accordingly and applied towards future
Rent.
Landlord shall pay all costs
incurred in connection with constructing the demising wall and
taking all other steps reasonably necessary to separate the
Modified Premises from the remainder of the fourth (4 th ) floor. Such costs to be incurred
by Landlord shall be in addition to the tenant improvement
allowance and Planning Allowance described in Section 7
below.
3. LEASE TERM
EXTENSION:
The Landlord and Tenant
hereby agree to extend the term of the Lease for an additional
extension term of forty-two (42) months, commencing
April 1, 2004, and ending September 30, 2007 (the
“Lease Term Extension”).
4. COMMENCEMENT OF LEASE TERM
EXTENSION:
April 1, 2004
5. EXPIRATION OF LEASE TERM
EXTENSION:
September 30,
2007
6. RENTAL RATE – LEASE TERM
EXTENSION PERIOD:
The rental rate during the
Lease Term Extension shall be the fully serviced rate charged
Tenant by Landlord per Rentable Square Foot (RSF) as set forth
below:
Extension Term - The rental
rate shall be as follows:
Lease Amendment (Lease Extension)
– Insightful Corporation
May 11, 2004
Page 3 of 10
Suite 120
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Period
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Rate per RSF, annually |
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Monthly Rent |
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Months 1 – 36
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$ |
10.00 |
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$ |
813.33 |
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Months 37 – 42
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$ |
11.00 |
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$ |
894.66 |
Floors 4 &
5
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Period
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Rate per RSF, annually |
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Monthly Rent |
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Months 1 – 12
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$ |
20.00 |
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$ |
34,240.00 |
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Months 13 – 24
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$ |
21.00 |
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$ |
35,952.00 |
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Months 25 – 42
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$ |
21.50 |
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$ |
36,808.00 |
The rental rate for Floors 4
and 5 shall be based on 20,544 RSF until the Modified Premises are
determined.
Upon final determination of
the total square feet of Rentable Area of the Modified Premises,
Tenant shall pay Rent for the Modified Premises pursuant to the
rental rates above. In the event that the square feet of Rentable
Area of the Modified Premises exceeds 21,520 RSF, Tenant shall pay
rent on the total Rentable Area, including any RSF in excess of
21,520 RSF. In the event that the square feet of Rentable Area of
the Modified Premises is less than 21,520 RSF, Tenant shall pay
rent on the total Rentable Area, including any reduction of 21,520
RSF. The Rent shall be adjusted accordingly.
7. TENANT
IMPROVEMENTS:
Landlord shall provide a
tenant improvement allowance of up to, but not to exceed, $16.50
per RSF, based on the mutually acceptable space plan of the
Modified Premises, to be used within the first eighteen
(18) months of the Lease Extension Term. Based on 21,520
rentable square feet the tenant improvement allowance will be
$355,080.
A space plan of the Modified
Premises acceptable to both Landlord and Tenant must be completed
in a timely manner. All tenant improvements must be completed by
September 30, 2005. Tenant shall give immediate attention to
its space plan requirements and shall notify Landlord as soon as
Tenant is prepared to meet with Landlord’s architect in order
to prepare a space plan for Landlord’s review and
approval.
The total square feet of
Rentable Area used to initially determine the dollar value of the
tenant improvement allowance shall be 21,520 RSF. The tenant
improvement allowance shall be adjusted when the square feet of
Rentable Area of the Modified Premises is determined.
The tenant improvement
allowance may only be used for actual tenant improvements,
including, but not limited to, build-out, carpeting, painting, HVAC
upgrades, electrical upgrades (including a full scale UPS unit),
data and phone cabling, security systems, raised floor, furniture
or any other tenant improvements required by Insightful
Corporation. Any costs associated with increasing the electrical
and cooling capacities from their current levels shall be included
in the tenant improvement allowance. Landlord and Tenant shall
mutually agree upon the specifications and locations of any
electrical, HVAC and card key security upgrades, including any UPS
units.
Lease Amendment (Lease Extension)
– Insightful Corporation
May 11, 2004
Page 4 of 10
Tenant may install a UPS unit
of a type and in a location mutually acceptable to both Landlord
and Tenant.
Landlord shall permit Tenant
to install an additional HVAC unit for Tenant’s server room
of a type and in a location mutually acceptable to both Landlord
and Tenant, and which shall include the installation of one
additional condensing unit at the building roof; the additional
rooftop condensing unit shall be installed at a location approved
by Landlord, mounted on sleepers and in such a manner that there is
no penetration of the building roof.
Unless their removal is
required by Landlord as provided in Section 12 of the Lease,
all additions, alterations and improvements made to the Premises
shall become the property of Landlord and shall be surrendered with
the Premises upon the expiration of the Lease Extension Term
including, but not limited to, HVAC equipment and furniture
acquired at the expense of Landlord; provided, however,
Tenant’s equipment, machinery, furniture and trade fixtures,
not acquired at the expense of Landlord, which can be removed
without damage to the Premises shall remain the property of Tenant
and may be removed, subject to the provisions of Section 13b
of the Lease.
Pursuant to Section 9 (
Services and Utilities ) of the Lease, Tenant shall install
and maintain equipment that measures the electric current consumed
by any HVAC equipment currently installed for Tenant’s
exclusive use at Tenant’s server room, as well as any
additional HVAC equipment to be installed per Section 7 of
this Amendment, including, but not limited to, any rooftop
condensing units or other peripheral equipment required for the
operation of any HVAC equipment installed per Section 7 for
the exclusive use of Tenant. Tenant shall be solely responsible for
all costs related to the maintenance and repair of this
equipment.
Tenant shall reimburse
Landlord for all electric current consumed in the operation of said
HVAC equipment used exclusively by Tenant. Tenant agrees to pay to
Landlord promptly upon demand by Landlord for all such electric
current consumed, as shown by any electric current meters
installed, at the rates charged for such services by the City of
Seattle or the local public utility furnishing the same, plus any
reasonable additional expens
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