This
FIRST AMENDMENT TO LEASE (“Amendment”) is made and entered into effective as of
May 25, 2010 (“Effective Date”), by and between SAPIENT CORPORATION, a Delaware
corporation (“Sublandlord”), and CORNERSTONE ONDEMAND, INC, a Delaware
corporation (“Subtenant”).
Recitals
A.
Sublandlord and Subtenant entered into that certain Sublease dated January 31,
2006, approved by Water Garden Realty Holding LLC, a California limited
liability company (“Master Landlord”) by that certain Consent to Sublease dated
February 14, 2006 (collectively, the “Sublease”) for sublease premises
consisting of approximately eleven thousand seven hundred sixty-six (11,766)
rentable square feet of the Master Premises located on the sixth floor of the
Building and shown in Exhibit B to the Sublease (the “Initial Premises”), with a
term expiring November 30, 2011.
B. The
parties now seek, subject to Master Landlord consent, to expand the Sublease
Premises to include approximately thirteen thousand two hundred twenty-two
(13,222) rentable square feet of the Master Premises on the sixth (6th)
floor of the Building as shown on Exhibit B-1 to this Amendment (the
“Expansion Premises”), and to establish the rent for the Expansion Premises to
be occupied by Subtenant from the Expansion Date, defined below, through the
remainder of the Sublease Term. Following the Expansion Date, the Initial
Premises and the Expansion Premises shall be together referred to as the
Sublease Premises.
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, Sublandlord and Subtenant hereby
agrees as follows:
Section
1. Capitalized Terms. All capitalized terms when
used herein shall have the same meaning as is given such terms in the Sublease
(and the Master Lease as incorporated therein) unless expressly superseded by
the terms of this Amendment.
Section
2. Expansion
Premises. A new Subsection 2(c) is
hereby added to the Sublease as follows:
(c)
Expansion of the Sublease Premises.
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(i)
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Effective
as of the date that Sublandlord delivers possession of the Expansion Space
to Subtenant (the “Expansion Date”), Sublandlord subleases to Subtenant on
the terms set forth herein, the Expansion Premises. From and after the
Expansion Date the term “Sublease Premises” as used in the Sublease shall
reference collectively the Initial Premises and Expansion Premises. The
Term of the Sublease for the collective Sublease Premises shall expire on
November 30, 2011. It is anticipated that Sublandlord shall be ready to
deliver possession the Expansion Premises to Subtenant on or about August
1, 2010, provided, however, if, Sublandlord is unable for any reason to
deliver possession of the Expansion Premises by such date, Sublandlord
shall not have any liability whatsoever to Subtenant on account of
Sublandlord’s inability to deliver possession of the Expansion Premises to
Subtenant, and this Amendment shall not be rendered void or voidable as a
result of such delay.
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1
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(ii)
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Condition
of the Expansion Premises. The Expansion Premises shall be delivered to
Subtenant vacant and broom clean, except for the wiring referenced in
Section 6. Sublandlord makes no representation or warranty regarding the
condition of the Expansion Premises, which Subtenant accepts in their
“AS-IS” condition with all faults; and Sublandlord makes no representation
or warranty with respect to current compliance or non-compliance of the
Expansion Premises, or contemplated use of the Expansion Premises, with
applicable laws, codes and
regulations.
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(iii)
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Parking.
Following the Expansion Date, Subtenant shall rent a total of (76)
unreserved parking passes, and shall have the right to rent an additional
(25) unreserved parking passes,
in the parking facility servicing the Building on a monthly basis during
the Sublease Term (“Parking”) subject to the parking terms and conditions
of the Sublease and the Master Lease as incorporated
therein.
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Section
3. Expansion Premises Monthly
Base Rent. A new Section 5(e) is hereby added to the Sublease to
read as follows:
(e)
Expansion Premises Monthly Base Rent. Subtenant will pay to Sublandlord as rent,
in advance, without deduction, setoff, notice, or demand to Sapient Corporation,
c/o MacMunnis, Inc., 1840 Oak Ave., Suite 300, Evanston, IL 60201 or to any
other place Sublandlord designates by written notice to Subtenant, Monthly Base
Rent for the Expansion Space in the following amounts commencing the earlier of
15 days following the Expansion Date or when Cornerstone completes its
technology/wiring connectivity, and continuing on the first day of each month of
the Sublease Term thereafter, provided, however, that the Expansion Space
Monthly Base Rent for the first full month of the Expansion Term shall be due
and payable upon full execution of this Amendment by the
parties.
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Lease
Period
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Monthly
Base Rent
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Expansion
Date –
Dec. 31 2010
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$29,088.40
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$44,954.80
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Payment
of said Expansion Space Base Rent shall cover any Excess of Direct Expenses (as
that term is defined in the Sublease) applicable to the Expansion Space. Base
Rent and Excess of Direct Expenses for the Initial Space shall continue to be
due as provided in the Sublease. Any Overstandard Expenses and other Additional
Rent due under the Sublease shall apply to both the Initial Space and the
Expansion Space.
Section
4. Security
Deposit. Upon execution of this Amendment Subtenant shall increase the
amount of the Letter of Credit described in Section 6 of the Sublease to Two
Hundred Thousand Dollars ($200,000.00), which Letter of Credit Sublandlord may
continue to hold or apply as provided in Section 6 of the Sublease through the
remainder of the Lease Term.
Section
5. Temporary Expansion
Premises. Sublandlord shall allow Subtenant to occupy a certain portion
of the Master Premises consisting of approximately 13,054 rentable square feet
located on the fifth (5th) floor of the
Building immediately adjacent to Subtenant’s current space on the 5th floor and
depicted on Exhibit B-2 hereto (the “Temporary Expansion Premises”), from the
earlier of: (i) the date that Subtenant takes possession of the Temporary
Expansion Premises; or (ii) July 1, 2010, until the Expansion Date. Sublandlord
shall not be obligated (and, subject to the terms of Section 6, below, except
for reasonable telecommunication and internet access systems or devices,
Subtenant shall not be permitted) to install any improvements in the Temporary
Expansion Premises. Subtenant shall accept the Temporary Expansion Space in
their “AS IS” condition. Subtenant’s occupancy of the Temporary Expansion
Premises shall be on the same terms and conditions (including, without
limitation, parking obligations) applicable to the Expansion Space Premises
under the terms of this Amendment, the Sublease and the Master Lease, as
incorporated therein, except that Subtenant shall not be obligated to pay any
Monthly Base Rent for the Temporary Expansion Premises. Subtenant shall vacate
the Temporary Expansion Premises no later than three (3) business days
immediately following the Expansion Date (the “Vacation Date”) and failure to
vacate the Temporary Expansion Premises by such date shall constitute a Default
under the Sublease. Notwithstanding the holdover provisions of the Sublease and
Master Lease, Subtenant may not hold over in the Temporary Expansion Premises
after the Vacation Date. Subtenant shall repair any damage done to the Temporary
Expansion Premises and shall leave the Temporary Expansion Premises in broom
clean condition. Subtenant shall be responsible for all costs associated with
the move into and out of the Temporary Expansion Premises.
Section
6. Server Room. The
server room located on the fifth (5th) floor of the
Building is exclusively for the use of Sublandlord, subject to Subtenant’s
existing use thereof. Subtenant, at Subtenant’s sole cost and expense shall
provide for its own telephone, internet and other data requirements in
conjunction with its occupancy of the Temporary Expansion Space and the
Expansion Space. Sublandlord shall make best efforts to give Subtenant at least
ten (10) business days notice prior to Sublandlord relocating to the fourth
(4th) floor of the
Building. On the Expansion Date, Sublandlord shall transfer to Subtenant
exclusive rights to any and all then-existing telephone and data wiring located
in the Expansion Space Premises. Following such transfer, Subtenant may relocate
to the Expansion Space Premises any wiring that previously ran from the 5th floor server
room to the Expansion Space Premises.
Section
7. Notices.
Sublandlord’s address for notices as set forth in Section 12 of the Sublease is
hereby deleted and replaced with the following:
To
Sublandlord:Sapient Corporation
3
131
Dartmouth Street 3rd
Floor
Attn:
Andrea Jeffrey
With copy
to:
Mackenzie
& Albritton LLP
423
Washington Street, 6th
Floor
Attn:
Paul B. Albritton, Esq.
Section
8. Brokers.
Subtenant warrants that it has not communicated with any real estate broker in
connection with this transaction other than CRESA Partners. Sublandlord warrants
that it has not communicated with any real estate broker in connection with this
transaction other than L.A. Realty Partners and Richards Barry Joyce &
Partners. Sublandlord shall be obligated for any commission due Sublandlord’s
brokers under Sublandlord’s separate agreement with its brokers. Sublandlord and
Subtenant each agree to indemnify, defend, and hold the other harmless against
any damages incurred as a result of the breach of the warranties set forth in
this section.
Section
9. Miscellaneous.
(a) Power
and Authority. Each of the persons executing this Amendment on behalf of
Subtenant and Sublandlord respectively warrant and represent to the other that
they have full power and authority to execute this Sublease and bind their
respective parties hereto.
(b)
Counterparts. This Amendment may be executed in one or more counterparts, each
of which shall be deemed original, and all of which together shall constitute
one and the same instrument.
(c)
Consent of Master Landlord. THIS AMENDMENT WILL HAVE NO EFFECT UNLESS AND UNTIL
MASTER LANDLORD’S WRITTEN CONSENT HERETO IS RECEIVED; PROVIDED, HOWEVER, IF
MASTER LANDLORD’S CONSENT IS NOT RECEIVED WITHIN 30 DAYS AFTER THIS AMENDMENT IS
SUBMITTED TO MASTER LANDLORD FOR ITS CONSENT, FOR ANY REASON, THEN EITHER
SUBLANDLORD OR SUBTENANT SHALL BE PERMITTED TO CANCEL THIS AMENDMENT UPON
WRITTEN NOTICE TO THE OTHER PARTY GIVEN PRIOR TO THE RECEIPT OF MASTER
LANDLORD’S CONSENT TO THIS AMENDMENT. PROMPTLY FOLLOWING THE EXECUTION AND
DELIVERY HEREOF, SUBLANDLORD WILL SUBMIT THIS AMENDMENT TO MASTER LANDLORD FOR
SUCH CONSENT.
(d)
Approval of Sublandlord Modifications. Notwithstanding any other provision
contained herein, this Amendment is contingent on Sublandlord receiving Master
Landlord’s approval, on terms and conditions satisfactory to Sublandlord in its
sole discretion, of Sublandlord’s proposed modifications to its 4th floor
space. This amendment will have no force and effect until Sublandlord obtains
such approval in writing from Master Landlord.
