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Exhibit
10.8
SEVENTH AMENDMENT TO
OFFICE LEASE
THIS SEVENTH AMENDMENT TO
OFFICE LEASE (this “Amendment”) is made and
effective as of December 19,2007 (the “Effective
Date”) by and between MAGUIRE PROPERTIES-SAN DIEGO TECH
CENTER, LLC, a Delaware limited liability company
(“Landlord”), and KINTERA, INC., a Delaware
corporation (“Tenant”).
RECITALS
A. Landlord is the owner of
that certain improved real property located at 9605 Scranton Road
Drive, San Diego, California (referred to herein alternatively as
“Building 1” or the
“Building”). Building 1 is a part of that
certain project, with all common areas and appurtenant parking
facilities, commonly known as the “San Diego Tech
Center” (the “Project”).
B. San Diego Tech Center,
LLC, a Delaware limited liability company (
“SDTC” ), predecessor-in-interest to Calwest
(defined below), as landlord, and Tenant, as tenant, entered into
that certain Office Building Lease dated as of August 7, 2000
(the “Original Lease” ), as amended by
(i) that certain First Amendment to Lease dated
November 1, 2000 (the “First Amendment”) by
and between Calwest Industrial Properties, LLC
(“Calwest”), successor-in-interest to SDTC and
predecessor-in-interest to Landlord, as landlord, and Tenant, as
tenant, (ii) that certain Second Amendment to Lease dated
June 24, 2002 (the “Second Amendment”) by
and between Calwest, as landlord, and Tenant, as tenant,
(iii) that certain Third Amendment to Lease dated
February 13, 2004 (the “Third Amendment”)
by and between Calwest, as landlord, and Tenant, as tenant,
(iv) that certain Fourth Amendment to Lease dated
April 1, 2005 (the “Fourth Amendment”) by
and between Calwest, as landlord, and Tenant, as tenant,
(v) that certain Fifth Amendment to Lease dated
December 1, 2006 (the “Fifth Amendment”) by
and between Landlord and Tenant, and (vi) that certain Sixth
Amendment to Lease dated December 22, 2006 (the
“Sixth Amendment”) by and between Landlord, and
Tenant. The Original Lease as amended by the First Amendment, the
Second Amendment, the Third Amendment, the Fourth Amendment, the
Fifth Amendment and the Sixth Amendment are collectively referred
to herein as the “Lease” .
C. Pursuant to the Lease,
Tenant has certain rights to use and occupy (i) that certain
premises consisting of all of the second (2nd) Floor of the
Building consisting of approximately 20,543 rentable square feet
(approximately 18,345 usable square feet) (the “Second
Floor Premises”) as more particularly described in the
Fifth Amendment, (ii) that certain premises consisting of a
portion of the third floor of the Building commonly known as Suite
310 and consisting of approximately 7,350 rentable square feet
(approximately 6,608 usable square feet) (the “Suite 310
Premises”) as more particularly described in the Fifth
Amendment, and (iii) that certain premises in the Building on
the sixth (6th) Floor consisting of approximately 9,770
rentable square feet (approximately 8,821 usable square feet) (the
“Sixth Floor Premises”) as more particularly
described in the Sixth Amendment. The Second Floor Premises, the
Suite 310 Premises and the Sixth Floor Premises may from time to
time be referred to herein collectively, as the “Existing
Premises”.
D. Subject to satisfaction of
the New Lease Condition (as defined in Section 1.1, below),
Landlord and Tenant hereby desire by this Amendment to
(i) reduce the size of the Existing Premises by terminating
Tenant’s lease of the Suite 310 Premises (the
“Termination Premises”), and (ii) further
amend the Lease upon and subject to each of the terms, conditions,
and provisions set forth herein.
E. All capitalized terms used
herein without definition are defined as set forth in the
Lease.
NOW, THEREFORE, in
consideration of the Recitals set forth above, the agreements set
forth below and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Landlord and
Tenant hereby agree as follows:
1.1 Reduction of Size
of Existing Premises; Condition Precedent . Subject
to the provisions of this Amendment and satisfaction of the New
Lease Condition (defined below), commencing as of the Termination
Date (defined in Section 1.2, below), Tenant’s Lease
with respect to the Termination Premises (but not any other portion
of the Premises) shall terminate, and Tenant’s leasehold
estate in the Termination Premises and the parties’ rights
and obligations under the Lease with respect to the Termination
Premises (but not with respect to any other portion of the
Premises) shall be forever terminated and canceled; provided,
however, that notwithstanding such termination, Tenant shall, with
respect to the Termination Premises, remain obligated with respect
to all obligations of Tenant which would otherwise survive the
termination or earlier expiration of the Lease. Tenant acknowledges
and agrees that the effectiveness of this Amendment is expressly
conditioned upon Landlord’s entering into a lease (or a lease
amendment) with Ethertronics, Inc. for a portion of the Termination
Premises (the “New Lease Condition” ). In the
event that the New Lease Condition has not been satisfied within
thirty (30) days following Tenant’s execution and
delivery of this Amendment to Landlord, then at the election of
Landlord this Amendment shall be null and void, Tenant’s
Lease of the entire Existing Premises shall remain in full force
and effect, and Landlord shall have no further obligation to Tenant
with respect to entering into an agreement with Tenant for the
early termination of Tenant’s Lease of the Suite 310
Premises.
1.2 Termination
Premises Termination Date . The
“Termination Date” for the Termination Premises
shall mean 12:01 a.m. on February 1, 2008. Subject to the
provisions of this Amendment, following the Termination Date and
continuing through the remainder of the Term, all references in the
Lease to “Premises” shall mean and refer to only the
remaining portion of the Premises which the parties stipulate shall
consist of the Second Floor Premises and the Sixth Floor Premises,
comprised of approximately 30,313 rentable 30,313 rentable square
feet (approximately 27,166 usable square feet) in the aggregate
(the “Remaining Premises” ).
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1.3 Payment of
Rent . The parties hereto acknowledge and agree that
Tenant shall pay Rent for the Termination Premises through the
Termination Date but, subject to Section 1.5(a) and
Section 1.6, below, shall have no obligation to pay Rent for
the Termination Premises after the Termination Date.
1.4 Surrender of
Termination Premises . On or before Termination Date
(subject to the provisions of Section 1.6, below), Tenant
shall remove all of Tenant’s personal property (including but
not limited to equipment and furniture) from the Termination
Premises, surrender the Termination Premises to Landlord in
accordance with Section 30.8 of the Original Lease, ready for
Landlord to perform demolition work and otherwise in accordance
with and subject to the provisions of the Lease. In addition,
Tenant agrees that Tenant shall cooperate with Landlord’s
efforts prior to and after the Termination Date to construct in the
Termination Premises (or any portion thereof) tenant improvements
(including, but not limited to, a demising wall) and in connection
therewith, shall provide to Landlord such access to the Termination
Premises ( “Landlord’s Construction Right”
) as is deemed necessary or advisable by Landlord in connection
with Landlord’s exercise of Landlord’s Construction
Right (and Tenant hereby acknowledges that during construction of
such tenant improvements pursuant to the Landlord’s
Construction Right, Landlord may limit Tenant’s access to the
Termination Premises and portions of the Premises (or portions
thereof) to the extent reasonably necessary to construct such
tenant improvements subject to such construction). Landlord shall
not be liable for personal injury to, or for any disruption or
inconvenience, or for damage to any property of Tenant,
Tenant’s employees, agents, licensees, or invitees, that may
be caused in connection with Landlord’s construction work in
the Termination Premis
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