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Exhibit
10.1(g)
PARTIAL SURRENDER AND
SEVENTH AMENDMENT TO OFFICE LEASE
This Partial Surrender and
Seventh Amendment to Office Lease (“Seventh Amendment”)
is made and entered into as of this 27 th day of November, 2007, by and between
ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership
(“Landlord”), and SPARK NETWORKS LIMITED (formerly
known as Sparks Networks PLC, which was formerly known as MatchNet
plc), a limited company organized and existing under the laws of
England and Wales and qualified to do business in California
(“Tenant”), with reference to the following
facts:
A. Landlord and Tenant
entered into that certain Standard Office Lease dated as of
September 1, 2000 (“Initial Lease”), as amended by
that certain First Amendment to Lease dated as of September 5,
2000 (“First Amendment”), that certain Second Amendment
to Lease dated as of January 16, 2003 (“Second
Amendment”), that certain Third Amendment to Lease dated as
of October 30, 2003 (the “Third Amendment”), that
certain Fourth Amendment to Lease dated as of May 14, 2004
(the “Fourth Amendment”), that certain Fifth Amendment
to Lease dated as of January 31, 2006 (the “Fifth
Amendment”), and that certain Sixth Amendment to Lease dated
as of February 6, 2007 (the “Sixth Amendment”),
whereby Landlord leased to Tenant and Tenant leased from Landlord
certain office space now consisting of approximately 24,955
rentable square feet in the aggregate and commonly known as Suites
800, 809 and 810 (collectively, the “Premises”), all in
that certain building whose address is 8383 Wilshire
Boulevard, Beverly Hills, California (the “Building”),
as more particularly described in the Original Lease (as defined
below). The Initial Lease, as amended by the First Amendment,
Second Amendment, Third Amendment, Fourth Amendment, Fifth
Amendment and Sixth Amendment, are sometimes collectively referred
to herein as the “Original Lease.”
B. Tenant and Total Beauty
Media, Inc., a Delaware corporation (“Subtenant”)
entered into that certain Standard Sublease dated July 12,
2007 (the “Original Sublease”), whereby Tenant
subleased to Subtenant and Subtenant subleased from Tenant a
portion of the Premises as provided on
Exhibit “A” attached to the Original
Sublease (the “Original Sublease Premises”). Landlord
consented to the Original Sublease pursuant to that certain Consent
to Sublease Agreement dated July 19, 2007. Tenant and
Subtenant entered into that certain First Amendment to Standard
Sublease dated November 2, 2007 (“Sublease
Amendment” and collectively referred to herein with the
Original Sublease as the “Sublease”), whereby Tenant
and Subtenant amended the terms of the Original Sublease to, among
other things, increase the Original Sublease Premises to include
additional portions of the Premises as provided on
Exhibit “A” attached to the Sublease
Amendment (collectively referred to herein with the Original
Sublease Premises as the “Sublease Premises”), all as
more particularly set forth therein. As of the date of this Seventh
Amendment, Tenant and Subtenant are awaiting receipt of
Landlord’s consent to the Sublease Amendment.
C. Tenant now desires to
surrender to Landlord all of Tenant’s right, title and
interest in and to (i) a portion of Suite 809 and all of Suite
810 consisting of approximately 8,541 rentable square feet in the
aggregate, as more particularly depicted on
Exhibit “A” attached hereto (collectively,
the “Surrendered Premises”), and (ii) the Lease
(as defined below) (but only as it relates to the Surrendered
Premises), and Landlord desires to accept said surrender, all on
the terms and conditions of this Seventh Amendment.
D. Landlord and Tenant also
desire to extend the Term of Tenant’s lease of the Remaining
Premises (as defined below) for a period of three (3) years
upon the terms and conditions described in this Seventh
Amendment.
E. Unless otherwise defined
herein, all capitalized terms used herein shall have the meanings
ascribed to them in the Lease. The term “Lease” where
used in the Original Lease and this Seventh Amendment shall
hereafter refer to the Original Lease, as amended by this Seventh
Amendment.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
acknowledged, Landlord and Tenant agree as follows:
1. Extension of Term .
The Term of the Lease is hereby extended until July 31, 2011
(“New Expiration Date”). The period commencing as of
August 1, 2008 and ending as of the New Expiration Date shall
hereinafter be referred to as the “Extended
Term.”
2. Premises .
Effective as of the Effective Date (as defined below), the
“Premises” shall no longer include the Surrendered
Premises and instead shall consist of only 16,414 rentable square
feet, in the aggregate (collectively, the “Remaining
Premises”), as such Remaining Premises is more particularly
depicted on Exhibit “A” attached hereto.
The Remaining Premises shall be commonly referred to as
“Suite 800”. Effective as of the Effective Date, all
references in the Lease to “Premises” shall mean and
refer to the Remaining Premises only. Landlord and Tenant hereby
stipulate and agree that the Remaining Premises consists of the
number of rentable square feet set forth in this
Section 2.
3. Effective Date . As
used in this Seventh Amendment, the term “Effective
Date” shall mean August 1, 2008.
4. Monthly Basic
Rental . Until the day immediately preceding the Effective
Date, Tenant shall continue to pay to Landlord monthly installments
of Basic Rental in accordance with the terms of the Original Lease.
Commencing as of the Effective Date (and notwithstanding anything
to the contrary in the Original Lease), Tenant shall pay to
Landlord monthly installments of Basic Rental (without limiting
Tenant’s obligation to pay Tenant’s Proportionate Share
of Direct Costs and all other amounts under the Lease due and
payable with respect to the Remaining Premises) for the Remaining
Premises in accordance with the terms of Section 3(a) of the
Initial Lease and the following payment schedule:
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Period of Term
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Monthly
Base Rent |
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Annual
Base Rent |
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Monthly Basic Rental
Per Rentable Sq.
Ft. |
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August 1, 2008 –
July 31, 2009
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$ |
59,911.10 |
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$ |
718,933.20 |
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$ |
3.65 |
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August 1, 2009 –
July 31, 2010
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$ |
62,373.20 |
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$ |
748,478.40 |
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$ |
3.80 |
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August 1, 2010 –
July 31, 2011
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$ |
64,835.30 |
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$ |
778,023.60 |
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$ |
3.95 |
5. Tenant’s
Proportionate Share . From and after the Effective
Date, without limiting amounts accruing prior to such date,
Tenant’s Proportionate Share shall be 3.93% and the Base Year
shall be the calendar year 2008.
6. Security Deposit .
Tenant has previously deposited with Landlord $74,865.00 as a
security deposit under the Lease. Concurrently herewith, Tenant
shall deposit with Landlord an additional $54,805.60 (which shall
be held by Landlord as an additional security deposit under the
Lease, thereby increasing the security deposit being held by
Landlord under the Lease to $129,670.60 (“Security
Deposit”)). Tenant shall have the right to substitute, at any
time prior to the last nine (9) months of the Term, for the
cash Security Deposit a letter of credit in the same amount,
provided that the letter of credit is issued by a financial
institution acceptable to Landlord and is otherwise in form and
substance reasonably acceptable to Landlord. Upon its receipt of a
letter of credit acceptable to Landlord (as set forth above),
Landlord shall return the cash Security Deposit to Tenant. In no
event shall the term of the letter of credit expire prior to the
date which is 60 days following the expiration of the Term. For
purposes hereof, Bank of America, N.A., Wells Fargo Bank, N.A. and
other comparable financial institutions will be deemed acceptable
to Landlord.
7. Parking . From and
after the Effective Date, the number of parking passes Tenant shall
be entitled to lease shall be reduced to forty-nine
(49) unreserved parking passes (collectively, the
“Remaining Spaces”). Tenant shall surrender all parking
passes in excess of the Remaining Spaces on the Effective Date.
Tenant shall continue to rent the Remaining Spaces in accordance
with the terms of the Original Lease.
8. As Is . Tenant
shall continue to lease the Remaining Premises in its “as-is,
where-is condition,” with all faults. Notwithstanding the
foregoing, Tenant shall have the right to improve the Remaining
Premises in accordance with the terms and conditions set forth in
the Tenant Work Letter attached hereto as
Exhibit “B” (“Work
Letter”).
9. Surrender of
Surrendered Premises . Effective on the Effective Date, Tenant
shall surrender to Landlord, and Landlord shall accept the
surrender from Tenant, of all of Tenant’s right, title and
interest in and to the Surrendered Premises, the Lease (as it
relates only to the Surrendered Premises) and any other rights of
occupancy, with respect to the Surrendered Premises, subject to the
rights, duties and limitations set forth in this Amendment. Except
for (a) Landlord’s and Tenant’s obligations to
continue performance all of their respective obligations under the
Lease (including Tenant’s obligation to pay Basic Rental and
Additional Rent for the Surrendered Premises) until such time as
Tenant has properly surrendered the Surrendered Premises in
accordance with the terms of this Seventh Amendment (which, to the
extent Tenant has not fully surrendered the Surrendered Premises by
the Effective Date, shall include the payment of holdover rent on
the Surrendered Premises until the Subtenant has completely vacated
all of the Surrendered Premises and the Surrendered Premises has
been properly surrendered [provided that solely for purposes of
determining whether Tenant has fully surrendered the Premises, the
completion of the installation of the demising wall referenced in
Section 2.1 of the
attached Work Letter shall not be
required for the Surrendered Premises to be considered fully
surrendered]; in connection with the foregoing, Landlord
acknowledges and understands that Tenant will need to occupy a
portion of the Surrendered Premises for the purposes of
constructing the demising wall and that, provided that Tenant has
otherwise vacated th
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