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Exhibit
10.5
THIRD LEASE
AMENDMENT
(LEASE
EXTENSION)
This Third Lease 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 Building
containing the following:
(a) Approximately 960 square
feet of Rentable Area located on the first (1st) floor of the
Building and consisting of the space known as Suite 120;
(b) Approximately 8,247
square feet of Rentable Area located on the fourth (4th) floor
of the Building and consisting of the space known as Suite
400;
(c) Approximately 12,654
square feet of Rentable Area located on the fifth (5th) floor
of the Building;
(d) Approximately 3,530
square feet of Rentable Area located on the sixth (6th) floor
of the Building and consisting of the space known as Suite
610.
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. EXPANSION SPACE (SUITE
410)
The Premises shall be
expanded hereby to include approximately 1,979 square feet of
Rentable Area located on the fourth (4th) floor of the
Building and consisting of the space known as Suite 410 (the
“Expansion Space”).
3. FINAL RENTABLE AREA – FLOOR
4
The final Rentable Area of
Tenant’s Premises on Floor 4 shall be subject to the final
configuration of the Expansion Space as determined by a mutually
acceptable space plan. In the event the Rentable Area of
Tenant’s Premises on Floor 4 shall change as the result of
such space plan, Landlord shall prepare an amendment to the Lease
revising Tenant’s Premises, Rentable Area and Rent; Tenant
and Landlord shall promptly execute the amendment.
4. LEASE TERM
EXTENSION
The Landlord and Tenant
hereby agree to extend the term of the Lease for an additional
extension term of thirty-six months, commencing October 1,
2007, and ending September 30, 2010 (the “Lease Term
Extension”).
Third Lease Amendment (Lease Extension)
– Insightful Corporation
June 8, 2007
Page 2 of 12
5. COMMENCEMENT OF LEASE TERM
EXTENSION
October 1,
2007
6. EXPIRATION OF LEASE TERM
EXTENSION
September 30,
2010
7. COMMENCEMENT OF RENT –
EXPANSION SPACE (SUITE 410)
Tenant shall commence payment
of Rent for the Expansion Space upon the completion or substantial
completion of construction of improvements to the Expansion Space;
however, in no case shall payment of Rent by Tenant for the
Expansion Space commence later than May 1, 2008.
8. RENTAL RATE – LEASE TERM
EXTENSION PERIOD
The rental rates during the
Lease Term Extension shall be the fully serviced rates charged
Tenant by Landlord per Rentable Square Foot (RSF) as set forth
below:
The rental rates shall be as
follows:
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Space
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RSF |
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Period
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Rate per RSF |
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Monthly Rent |
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Suite 120
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960 |
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October
1, 2007 - September 30, 2010 |
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$ |
12.00 |
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$ |
960.00 |
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Suite 400
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8,247 |
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October
1, 2007 - September 30, 2008 |
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$ |
25.50 |
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$ |
17,524.88 |
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October
1, 2008 - September 30, 2009 |
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$ |
26.50 |
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$ |
18,212.13 |
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October
1, 2009 - September 30, 2010 |
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$ |
27.50 |
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$ |
18,899.38 |
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Suite 410*
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1,979 |
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October
1, 2007 - September 30, 2008 |
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$ |
25.50 |
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$ |
4,205.38 |
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October
1, 2008 - September 30, 2009 |
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$ |
26.50 |
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$ |
4,370.29 |
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October
1, 2009 - September 30, 2010 |
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$ |
27.50 |
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$ |
4,535.21 |
* Actual
commencement date of rent for Suite 410 is subject to
Section 7, Commencement of Rent – Expansion Space
(Suite 410).
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Floor 5
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12,654 |
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October
1, 2007 - September 30, 2008 |
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$ |
25.50 |
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$ |
26,889.75 |
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October
1, 2008 - September 30, 2009 |
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$ |
26.50 |
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$ |
27,944.25 |
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October 1, 2009 - September 30, 2010 |
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$ |
27.50 |
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$ |
28,998.75 |
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Suite 610
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3,530 |
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October
1, 2007 - September 30, 2008 |
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$ |
25.50 |
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$ |
7,501.25 |
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October
1, 2008 - September 30, 2009 |
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$ |
26.50 |
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$ |
7,795.42 |
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October
1, 2009 - September 30, 2010 |
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$ |
27.50 |
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$ |
8,089.58 |
Third Lease Amendment (Lease Extension)
- Insightful Corporation
June 8, 2007
Page 3 of 12
9. PARKING
Prior to completion of
Landlord’s repairs to the parking garage structure at The
Lake Union Building, Tenant shall have an option for parking at a
rate of one (1) parking space per one thousand
(1,000) feet of Rentable Area leased. Following completion of
Landlord’s repairs to the parking garage structure at The
Lake Union Building, Tenant shall have an option for parking at a
rate of two (2) parking spaces per one thousand
(1,000) feet of Rentable Area leased. All parking arrangements
shall be made through Landlord’s parking lot contractor,
Ampco System Parking (206-267-0710). The location of allocated
parking shall be subject to availability.
If at the commencement of the
Lease Term Extension Tenant elects not to rent parking spaces
allotted to it or if during the Lease Term Extension any of
Tenant’s parking spaces are returned to Landlord,
reassignment of such parking spaces shall be subject to
availability and may be on a month-to-month basis only.
Additional parking spaces, if
any, may be made available to Tenant on a month-to-month basis.
Landlord reserves the right to reclaim such month-to-month parking
spaces from Tenant upon thirty (30) days advance written
notice to Tenant by Landlord.
Parking rates are determined
by market conditions and are subject to change. The parking rates
charged as of June 8, 2007 are:
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| Reserved
space: |
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$125.00 per month |
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| Covered
parking space: |
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$ 92.48 per month ($85.00 plus WSST) |
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| Uncovered parking space: |
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$ 81.60 per month ($75.00 plus WSST) |
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10. OPTION TO RENEW
Landlord hereby grants to
Tenant one option (the “Option”) to extend the Lease
Term for an additional term of three (3) years (the
“Extension Term”).
All terms and conditions of
the Lease shall apply to the Extension Term except that Base Rent
during the Extension Term shall be an amount equal to the greater
of: (a) the Base Rent payable immediately prior to the
Extension Term; or (b) the then annual Market Rent.
“Market Rent” shall be the annual Base Rent payable for
each year of the Extension Term (calculated on a per rentable
square foot basis), commencing on the first day of the Extension
Term for comparable office space in the Lake Union area, taking
into consideration the normal concessions available to
Third Lease Amendment (Lease Extension)
- Insightful Corporation
June 8, 2007
Page 4 of 12
tenants in the market.
Landlord and Tenant shall have one (1) month after Landlord
receives the extension notice from Tenant in which to agree on
Market Rent. If the parties are unable to agree on Market Rent
within that period, then Market Rent shall be determined by binding
arbitration conducted in accordance with the applicable rules of
the American Arbitration Association and procedures set forth in
RCW 7.04 then in effect; provided there shall be only one
arbitrator. The method of arbitration shall be that known as the
“baseball” type of arbitration: Each party shall submit
to the arbitrator and exchange with each other in advance of the
hearing their last, best offers as to the Market Rent. The
arbitrator shall be limited to awarding only one or the other of
the two figures submitted. The Market Rent established by the
arbitrator shall be determined no later than sixty (60) days
prior to the start of the Extension Term and shall be binding on
the parties. Each party shall pay the cost of its experts and
attorneys. The arbitrator must have a minimum of five
(5) years’ prior experience in the commercial leasing
market in Seattle, King County, Washington. The costs and expenses
of the arbitrator shall be divided equally between Landlord and
Tenant.
The Option shall be exercised
only by written notice delivered to Landlord at least one hundred
eighty (180) days before the expiration of the Lease Term. If
Tenant fails to deliver Landlord written notice of the exercise of
an Option within the prescribed time period, such Option shall
lapse, and there shall be no further right to extend the Lease
Term. The Option shall be exercisable by Tenant on the express
conditions that (a) at the time of the exercise, and at all
times prior to the commencement of such Extension, Tenant shall not
be in default under any of the provisions of this Lease and
(b) Tenant shall not have committed an Event of Default, and
(c) Tenant has not been ten (10) or more days late in the
payment of rent more than a total of three (3) times during
the Lease Term.
11. TENANT
IMPROVEMENTS
Landlord shall provide Tenant the
following tenant improvement allowances:
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(a) |
Landlord shall provide to Tenant a tenant improvement allowance
of up to, but not to exceed, five dollars ($5.00) per square foot
of Rentable Area for Suite 400 and Floor 5, based on a mutually
acceptable space plan of the Premises and in accordance with
Exhibit A (Workletter); |
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(b) |
Landlord shall provide to Tenant a tenant improvement allowance
of up to, but not to exceed, twenty dollars ($20.00) per square
foot of Rentable Area for the Expansion Space (Suite 410), based on
a mutually acceptable space plan of the Premises and in accordance
with Exhibit A (Workletter); |
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(c) |
Landlord shall provide to Tenant a tenant improvement allowance
of up to, but not to exceed, ten dollars ($10.00) per square foot
of Rentable Area for Suite 610, based on a mutually acceptable
space plan of the Premises and in accordance with Exhibit A
(Workletter). |
Third Lease Amendment (Lease Extension)
- Insightful Corporation
June 8, 2007
Page 5 of 12
Landlord shall permit Tenant
to combine the total of all tenant improvement allowances provided
herein (the “Tenant Improvement Allowance”), and Tenant
may use the proceeds of the Tenant Improvement Allowance to improve
any portion of the Premises as provided for herein and pursuant to
Exhibit A (Workletter).
The Tenant Improvement
Allowance shall be used only for space planning or construction of
improvements including, but not limited to, b
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