ARTICLE 4 – SUBLEASE RENT
(A)
|
Sublessee shall pay to Sublessor as rent for the Sublease Premises the following amounts per month (the “
Sublease Base Rent
”), except as expressly provided in this
Article 4
below:
|
Lease Month
|
Annual Rate Per Square Foot (OFFICE)
|
Monthly Base Rent
|
Annual Base Rent
|
1*-13
|
$4.90
|
$35,294.70
|
$424,536.40
|
14-25
|
$5.05
|
$36,353.54
|
$436,242.49
|
26-37
|
$5.20
|
$37,444.15
|
$449,329.77
|
38-45**
|
$5.35
|
$38,567.47
|
$462,809.66
|
*Base Rent for the second (2
nd
)
full calendar month of the Sublease Term shall be abated, subject to and in accordance with the terms and conditions of this
Article 4
.
**Or September 30, 2018, whichever is sooner.
|
2000 UNIVERSITY AVENUE
Finjan Holdings, Inc.
(B)
|
The Sublease Base Rent shall be due and payable in advance, without deduction or offset, unless otherwise provided for herein. The Sublease Base Rent payment for the first calendar month of the Sublease Term ($35,294.70) shall be due upon execution of this Sublease, and the remainder of Sublease Base Rent payments shall be due on or before the first day of each and every calendar month during the Sublease Term. If any rental payment date (including the Commencement Date) falls on a day of the month other than the first (1
st
) day of such month or if any rental payment is for a period which is shorter than one (1) month, then the rental for any such fractional month shall be a proportionate amount of a full calendar month’s rental based on the proportion that the number of days in such fractional month bears to the number of days in the calendar month during which such fractional month occurs. All other payments or adjustments required to be made under the terms of this Sublease that require proration on a time basis shall be prorated on the same basis.
|
(C)
|
Notwithstanding anything to the contrary contained herein and provided that Sublessee faithfully performs all of the terms and conditions of this Lease, and no default by Sublessee occurs hereunder, Sublessor hereby agrees that Sublessee shall not be required to pay the monthly installments of Sublease Base Rent for the second (2
nd
) full calendar month of the Sublease Term (the “
Abatement Period
”). During the Abatement Period, Sublessee shall still be responsible for the payment of all of its other monetary obligations under this Sublease. In the event of a default by Sublessee under the terms of this Sublease that results in termination of this Lease in accordance with the provisions of
Article 19
of the Master Lease, then as a part of the recovery set forth in
Article 19
of the Master Lease, Landlord shall be entitled to the recovery of the Base Rent that was abated under the provisions of this
Article 4
.
|
(D)
|
In addition to the obligation to pay Sublease Base Rent payments, Sublessee shall be responsible for the actual cost of all after-hours utilities incurred during the Sublease Term.
|
(E)
|
Notwithstanding anything to the contrary in Section 7.1 of the Master Lease, without limiting the generality of the foregoing, Sublessor specifically agrees to pay any and all of Landlord’s costs, charges, and expenses, including Landlord’s reasonable attorneys’ fees, upon submission of invoices therefor.
|
(F)
|
Sublessee’s failure to pay the Sublease Base Rent hereunder within five (5) days of the due date therefor shall result in the imposition of a service charge for such late payment in the same amounts and at the same rates as provided in the Master Lease on such amounts due and on such time frames provided (“
Service Charge
”). Sublessor and Sublessee agree that this Service Charge represents a reasonable estimate of the costs and expenses Sublessor will incur and is fair compensation to Sublessor for its loss suffered by reason of late payment by Sublessee.
|
2000 UNIVERSITY AVENUE
Finjan Holdings, Inc.
(G)
|
All payments to Sublessor shall be made by federal funds wire transfer according to wiring instructions specified in
Article 11
herein, or as otherwise instructed by Sublessor in writing from time to time.
|
ARTICLE 5
–
EXPENSES AND TAXES
Sublessee shall be responsible for a portion of Tenant’s Proportionate Share of all costs and expenses of every kind and nature which may be imposed, at any time, on Sublessor pursuant to
Article V
of the Master Lease (except for Base Rent, as defined in the Master Lease), equal to 5.02% [based on 7,203 square feet of rentable area in the Sublease Premises / 143,429 square feet of rentable area in the Building (“
Sublessee’s Proportionate Share
”)]. As hereinafter used, “Rent” shall include Sublease Base Rent and all additional charges to be paid by Sublessee pursuant to this
Article 5
.
ARTICLE 6
–
USE OF SUBLEASE PREMISES; RIGHT OF QUIET ENJOYMENT
Sublessee shall use and occupy the Sublease Premises for general office purposes, and other legally related uses ancillary thereto (to the extent such ancillary uses are permitted in the Sublease Premises by Law and are for the benefit only of the employees of Sublessee, permitted subtenants and their respective business invitees), and for no other use or purpose.
In addition to the payment of Sublease Base Rent in accordance with the terms of this Sublease, Sublessee shall perform and observe those terms to be performed by Sublessor under the provisions of the Master Lease which arise or accrue during the Sublease Term, other than expressly as provided herein, and agrees to be bound by such terms and conditions of the Master Lease, except for: (i) Sublessor’s obligation to pay Rent and Additional Rent thereunder, (ii) all terms, covenants and conditions which Sublessor has expressly undertaken to perform or observe pursuant to the terms hereof and (iii) any obligations of Sublessor with respect to the Existing Premises that do not include the Sublease Premises.
Subject to the foregoing paragraph, Sublessee hereby acknowledges that this Sublease is subordinate and subject to the Master Lease and that in the event of any termination of the Master Lease, the terms and conditions of
Article 14
of this Sublease shall govern.
Whenever the provisions of the Master Lease require the written consent of the Landlord, such provisions shall be construed to require the written consent of both the Landlord and the Sublessor. Notwithstanding anything to the contrary in this Sublease, if any of the express provisions of this Sublease shall conflict with any of the provisions of the Master Lease incorporated herein by reference, such conflict shall be resolved in every instance in favor of this Sublease; however, nothing contained in this Sublease shall be deemed, in any way, to modify any of the provisions of the Master Lease.
As long as Sublessee is not in default under this Sublease beyond any applicable notice and cure periods, Sublessee shall peacefully and quietly have, hold and enjoy the Sublease Premises for the Sublease Term without hindrance or molestation from Sublessor.
2000 UNIVERSITY AVENUE
Finjan Holdings, Inc.
ARTICLE 7
–
SALES, ASSIGNMENT AND SUBLEASE
Sublessee shall not sell or assign this Sublease or further sublet the Sublease Premises or any part or interest therein without the prior written consents of both Sublessor and Landlord, which consents shall be subject to the same standard as contained in the Master Lease. If consent is once given by Sublessor or Landlord to the assignment of this Sublease or to a subletting of the Sublease Premises or any interest therein, neither Sublessor nor Landlord shall be barred from subsequently refusing to consent to any further assignment hereof or sublease of the Sublease Premises. To the extent Sublessee assigns or further sublets its rights hereunder, and such rental proceeds therefrom exceed the Rent due hereunder, Sublessee shall be liable to landlord for fifty percent (50%) of any net excess rental proceeds pursuant to
Section 7.5
of the Master Lease.
ARTICLE 8
–
INDEMNIFICATION
Sublessee shall indemnify, defend and hold Sublessor and Landlord harmless from and against any and all costs, damages or expenses, including reasonable attorneys' fees, relating to or resulting from any defaults or violations by Sublessee of its obligations hereunder as to the Master Lease or this Sublease, and all matters referenced in
Section 15.2
of the Master Lease to the extent related to actions or omissions of Sublessee (or Sublessee’s agents, employees, or invitees), subsequent to the Sublease Commencement Date of this Sublease, except to the extent any of the foregoing result from the negligence or willful misconduct of Sublessor and/or Landlord. Sublessee shall also be bound by the terms of
Section 15.2
of the Master Lease with respect to the Lease and this Sublease, except to the extent any of the matters contained in
Section 15.2
of the Master Lease result from the negligence or willful misconduct of Sublessor and/or Landlord. Sublessor shall indemnify, defend and hold Sublessee harmless from and against any and all costs, damages or expenses, including reasonable attorneys' fees, relating to or resulting from any defaults or violations by Sublessor of its obligations hereunder as to the Master Lease or this Sublease.
Notwithstanding anything contained in this Sublease to the contrary, in no event will either party be liable to the other for consequential, incidental, indirect, punitive or special damages (including loss of profits or business) regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose or otherwise, and even if advised of the likelihood of such damages.
Sublessor represents and warrants that it has not taken any act or refrained from taking any action and/or caused any damage to the Sublease Premises which would create a liability or obligation on the part of the Sublessee whereby Sublessee would be unable to surrender the Sublease Premises in a safe, clean and neat condition as the Sublease Premises were in as of the Sublease Commencement Date, normal wear and tear excepted.
ARTICLE 9
–
INSURANCE
Sublessee shall obtain all insurance required of Sublessor pursuant to the Master Lease, and Landlord shall be named as an additional insured party on such insurance policies to the extent Landlord possesses an insurable interest. Sublessor shall be named as an additional insured party on such insurance policies related to the Subleased Existing Furniture (as defined in
Article 19
below). Prior to taking occupancy of the Sublease Premises, Sublessee shall provide Sublessor and Landlord with a certificate of insurance evidencing that such insurance is in full force and effect.
2000 UNIVERSITY AVENUE
Finjan Holdings, Inc.
ARTICLE 10
–
DEFAULT
The default provisions in
Article 19
of the Master Lease are incorporated herein by reference, and shall apply with respect to any default by Sublessee or Sublessor under this Sublease or relating to the Sublease Premises. As between Sublessor and Sublessee, in the event of default by Sublessee in the payment of Sublease Base Rent as and when due, or in the performance of any of Sublessee's other obligations hereunder, Sublessor shall have the right to exercise any and all available rights and remedies available at law or in equity by reason of any such default by Sublessee, including, without limitation, all the rights of Landlord under the Master Lease. Upon any default of the Master Lease by Landlord, Sublessor shall, at Sublessee’s request, be required to enforce the performance of Landlord, or any obligation of, or right against the Landlord, under or in connection with the Master Lease. In any dispute relating to an alleged default hereunder the prevailing party shall be entitled to reasonable attorneys’ fees and costs, in preparation, at trial, on appeal or in any ancillary proceeding associated therewith.
ARTICLE 11
–
NOTICES
Any notice, demand, consent or waiver required or permitted to be given or served by either party to this Sublease shall be in writing and shall be deemed to have been duly given if delivered in person (inclusive of overnight delivery, with delivery receipt) or sent by United States certified or registered mail, return receipt requested (but only effective three (3) business days after mailing), addressed to the other party as follows:
If to Sublessor:
|
If to Sublessee:
|
Tribune Media Company
Attn: General Counsel/Real Estate
435 N. Michigan Avenue
Chicago, IL 60611
with a copy to:
Tribune Media Company
c/o MacMunnis, Inc.
1840 Oak Avenue, Suite 300
Evanston, IL 60201
and:
Tribune Media Company
2000 University Avenue, Suite 600
East Palo Alto, CA 94303
|
Until the Sublease Commencement Date:
Finjan Holdings, Inc.
333 Middlefield Road Suite 110
Menlo Park, CA 94025
After the Sublease Commencement Date:
Finjan Holdings, Inc.
2000 University Avenue, Suite 600
East Palo Alto, CA 94303
With a copy to:
phil@finjan.com
|
2000 UNIVERSITY AVENUE
Finjan Holdings, Inc.
Payment of Sublease Base Rent and any other sums due hereunder shall be made as follows:
To Sublessor:
|
Via Wire
[REDACTED – BANK ACCOUNT INFORMATION]
Via Electronic Transfer or the Like
[REDACTED – BANK ACCOUNT INFORMATION]
|
ARTICLE 12
–
AUTHORITY AND CONTINUING LIABILITY OF SUBLESSOR
Sublessee and Sublessor each hereby covenant, warrant and represent to the other that each individual executing or delivering this Sublease on behalf of Sublessee or Sublessor respectively is duly authorized to do so in accordance with the organizational documents of Sublessee and Sublessor respectively; that this Sublease is binding upon each; that each of Sublessee and Sublessor is duly organized in the State of origin and is authorized to conduct business in the State of California; and that the execution and delivery of this Sublease by will not result in any breach of, or constitute a default under, any mortgage, deed of trust, lease, loan, credit agreement, partnership agreement or other contract or instrument to which Sublessee or Sublessor respectively is a party or by which Sublessee or Sublessor may be bound.
Sublessor hereby acknowledges that this Sublease does not relieve it from its liability for the payment of rent and the performance and observance of all of the terms, conditions, covenants and obligations under the Master Lease. Sublessor further acknowledges that this Sublease shall not be construed to modify, waive, impair, or affect any of the terms, provisions or conditions of the Master Lease, except as expressly stated in this Sublease with respect to extension of the Master Lease.
ARTICLE 13
–
LETTER OF CREDIT
Concurrently with its execution hereof, and as a condition to the effectiveness of this Sublease, in lieu of a cash security deposit, as collateral for the full and faithful performance by Sublessee of all of its obligations under the Sublease and to compensate Sublessor for all losses and damages Sublessor may suffer as a result of any default by Sublessee under this Sublease, Sublessee shall post an irrevocable and unconditional negotiable standby Letter of Credit in the face amount of $231,404.82 (the “
Letter of Credit
”), which shall be subject to and in accordance with the terms of the
Rider 1
attached hereto. Sublessor may apply all or any part of such Letter of Credit to cure all or any part of any default by Sublessee, and Sublessee agrees, upon demand, to promptly replace such Letter of Credit with a substitute Letter of Credit in the full amount stated above. Sublessor’s application of all or any part of the Letter of Credit shall not constitute a waiver of any right or remedy hereunder or otherwise available at law or in equity.
2000 UNIVERSITY AVENUE
Finjan Holdings, Inc.
Notwithstanding anything in this
Article 13
to the contrary, so long as (i) Sublessee is not in default hereunder, and (ii) there has been no material adverse change in Sublessee’s financial condition from the condition existing as of the date hereof (collectively, the “Reduction Conditions”), Sublessee shall be entitled to a reduction of the Letter of Credit as set forth hereunder. Subject to satisfaction of the Reduction Conditions, the Letter of Credit shall be reduced by (i) $38,567.47 on the first (1st) day of the thirteenth (13
th
) month of the Sublease Term and (ii) $38,567.47 on the first (1st) day of the twenty-fifth (25
th
) month of the Sublease Term. Each actual accrued credit amount shall be applied to Base Rent next coming due under this Sublease, following a draw against the Letter of Credit in such amount. Any and all increments of credit hereunder, which shall in no event exceed the total amount of the Letter of Credit required and unapplied by Sublessor, may be referred to hereunder as a “Reduction Amount”. It is understood and agreed that, if all of the above referenced Reduction Amounts are applied as set forth above, the Letter of Credit shall total $154,269.88, and there shall be no further reduction in the amount of the Letter of Credit for the remainder of the Sublease Term.
ARTICLE 14 – NO APPROVAL OF SUBLEASE; LANDLORD’S CONSENT
It is acknowledged and agreed that the effectiveness of this Sublease shall be conditioned upon Landlord granting its written consent to the terms and conditions hereof, subject to and in accordance with the terms of
Section 7.1
of the Master Lease (such consent being referred to as the “
Consent
”). Unless specifically set forth in writing, Landlord’s Consent does not constitute approval by Landlord of any of the provisions of this Sublease, or agreement thereto or therewith, but only approval of the sublet of the Sublease Premises to Sublessee. Sublessor shall be solely responsible for all costs to obtain Landlord’s consent to this Sublease.
Sublessor shall use commercially reasonable efforts to deliver to Sublessee the Consent of Landlord to this Sublease. Sublessee shall cooperate with Sublessor in seeking the Consent, including, without limitation, supplying all information and documentation reasonably requested by Landlord with respect to Sublessee. If the Consent of Landlord to this Sublease is not obtained within thirty (30) days of execution of this Sublease, Sublessee shall have the right to terminate this Sublease by giving written notice to Sublessor pursuant to Article 11.
ARTICLE 15
–
TERMINATION OF MASTER LEASE
If at any time prior to the expiration or termination of this Sublease, the Master Lease shall expire or terminate (or Sublessor’s right to possession shall terminate without termination of the Master Lease), this Sublease shall simultaneously expire or terminate. However, Sublessee agrees, at the election and upon the written demand of Landlord, and not otherwise, to attorn to Landlord for the remainder of the term of this Sublease, with such reasonable modifications to the Master Lease, as Landlord and Sublessee may agree upon,
provided
that
Landlord takes over and otherwise assumes all of the right, title and interest of Sublessor under this Sublease.
The foregoing provisions of this paragraph shall apply notwithstanding that, as a matter of law, this Sublease shall terminate upon the termination of the Master Lease and shall be self-operative upon such written demand of the Landlord, and no further instrument shall be required to give effect to said provisions; provided, however, Sublessee agrees to execute an attornment agreement, in form and substance acceptable to Landlord and Sublessee, pursuant to which Sublessee confirms that all obligations owed to Sublessor under this Sublease shall become obligations owed to Landlord for the balance of the Sublease Term, and Landlord agrees to take over all of the right, title and interest of Sublessor under this Sublease.
2000 UNIVERSITY AVENUE
Finjan Holdings, Inc.
ARTICLE 16 – NO PRIVITY
Notwithstanding anything to the contrary in this Sublease, unless Sublessee attorns to Landlord in accordance with the terms of
Article 14
above, in no event shall Landlord be deemed to be in privity of contract with Sublessee or owe any obligation or duty to Sublessee under the Master Lease or this Sublease, any duties of Landlord under the Master Lease are required by law being in favor of, for the benefit of, and enforceable solely by Sublessor. Sublessor agrees to coordinate with Sublessee to seek to obtain notice and opportunity to cure rights for Sublessee with respect to any breach or default by Sublessor under the Master Lease.
ARTICLE 17 – REAL ESTATE BROKERS
Sublessor and Sublessee each confirm and agree that no broker other than CBRE (Adam Seltzer and Damon Schor) representing Sublessor and Cassidy Turley Northern California, Inc. (Brian McClenahan) representing Sublessee (collectively, the “
Brokers
”) is entitled to a commission in connection with this Sublease, which commission shall be payable only pursuant to the terms of a separate written agreement between Sublessor and the Brokers. Sublessor and Sublessee jointly and severally agree to indemnify and hold Landlord harmless from all loss, costs (including, without limitation, reasonable attorney’s fees), damages and expenses arising from any claims or demands of any other broker or finder for any commission or fee due or alleged to be due in connection with this Sublease by reason of the act of the indemnifying party. Further, each of Sublessor and Sublessee agree to indemnify and hold harmless the other party hereto from all loss, costs (including, without limitation, reasonable attorney’s fees), damages and expenses arising from any claims or demands of any broker or finder for any commission or fee due or alleged to be due in connection with this Sublease by reason of the act of the indemnifying party, except with respect to the Brokers, as set forth herein.
ARTICLE 18
–
DELIVERY OF COPIES OF NOTICES
Sublessor and Sublessee agree to promptly deliver copies of all notices sent or received under the Master Lease and under this Sublease to Landlord and to each other, as applicable. Sublessor is required to provide to Sublessee any and all notices received from Landlord, with sufficient time to ensure that Sublessee has sufficient opportunity to exercise any option to cure any alleged breach of Sublessor in the Master Lease.
2000 UNIVERSITY AVENUE
Finjan Holdings, Inc.
ARTICLE 19 – CONDITION OF SUBLEASE PREMISES; SUBLESSOR WORK
Subject to Landlord’s consent, Sublessee shall have the right to install a 90-square-foot closet in the Sublease Premises, as depicted on
Exhibit
B attached hereto, subject to compliance with applicable Laws and
Article 9
of the Master Lease. Sublessee acknowledges that it is subleasing the Sublease Premises in “AS IS AND WITH ALL FAULTS” condition, that Sublessor is not making any representation or warranty concerning the condition of the Sublease Premises and that Sublessor is not obligated to perform any work to prepare the Sublease Premises for Sublessee's occupancy except as set forth in
Exhibit C
,
provided
that Sublessee shall be permitted to use the existing furniture, as set forth on
Exhibit D
hereto, within the Sublease Premises (the “
Subleased Existing Furniture
”), all of which shall be accepted and used in “AS IS AND WITH ALL FAULTS” condition. Prior to the Sublease Commencement Date, Sublessor shall remove all furniture that is not Subleased Existing Furniture from the Sublease Premises. To the best of Sublessor’s knowledge, all building systems and components are in good condition and good working order and repair including all electrical, plumbing, fire sprinklers, security, lighting, water and gas systems, ceiling system, heating, ventilating, and air conditioning (“
HVAC
,” including balancing), doors, and all other such elements in the Sublease Premises, including all Sublessee Improvements conducted by Sublessor. If it is determined that such building systems and components are not in good condition and good working order, Sublessor shall use commercially reasonable efforts to cause Landlord to remedy same. During the Sublease Term, Sublessee may move or otherwise configure the Subleased Existing Furniture in Sublessee’s sole discretion. Sublessee shall maintain the Subleased Existing Furniture during the Sublease Term, and shall repair and replace any Subleased Existing Furniture damaged or destroyed during the Sublease Term, with normal wear and tear, casualty and condemnation, and damage by Landlord or Sublessor excepted. The risk of loss of the Subleased Existing Furniture shall be borne by Sublessee during the Sublease Term, and Sublessee shall insure the Subleased Existing Furniture as Sublessor may reasonably require. Sublessor shall own the Subleased Existing Furniture during the Sublease Term, provided, however, Sublessee shall coordinate with Sublessor to remove such Subleased Existing Furniture and/or to enter the Sublease Premises with potential purchasers of such Subleased Existing Furniture. The Subleased Existing Furniture shall be returned to Sublessor on the Sublease Expiration Date in its condition as of the Sublease Commencement Date, subject to ordinary wear and tear, casualty and condemnation, and damage by Landlord or Sublessor. Sublessee acknowledges and agrees that Sublessee is not entitled to receive a tenant improvement allowance or any other allowance from Sublessor or Landlord in connection with this Sublease. Sublessee is not authorized to make or do any alterations or improvements in or to the Sublease Premises without Landlord’s consent, which consent shall be provided in accordance with the terms of the Master Lease. Any improvements to be constructed to the Sublease Premises by Sublessee in accordance with this
Article 19
shall (i) be at Sublessee’s sole costs and expense; (ii) be subject to the approval and consent of the Landlord pursuant to the Master Lease; (iii) be subject to removal by Sublessee at the expense of Sublessee at the end of the Sublease Term (unless Sublessor or Landlord otherwise instructs Sublessee in writing or have been pre-approved as an improvement that does not require removal); and (iv) comply with all Applicable Laws, ordinances and codes and all of the provisions of the Master Lease. Sublessee shall surrender the Sublease Premises to Sublessor on the Sublease Expiration Date in the condition required by this Sublease, which shall be in a broom-clean condition, normal wear and tear, casualty and condemnation, and damage by Landlord or Sublessor excepted, and as set forth in
Section 2
of
Exhibit B
of the Master Lease.
ARTICLE 20 – PARKING AND COMMON AREAS
Sublessor shall make available to Sublessee twenty-three (23) parking spaces of its thirty-five (35) parking spaces in the Parking Facilities, inclusive of all reserved and non-reserved parking spaces, and all Common Areas or common area rights granted to Sublessor by Landlord, at no cost to Sublessee, subject to and in accordance with
Article 24
of the Master Lease.
2000 UNIVERSITY AVENUE
Finjan Holdings, Inc.
ARTICLE 21 – SIGNAGE
If permissible pursuant to the Master Lease, Sublessee shall be entitled to (i) one (1) identification sign on or near the entry doors of the Sublease Premises, which shall be installed at Sublessee’s sole cost and expense, and (ii) one (1) identification panel on the directory board in the lobby of the Building listing the Sublessee’s name and its principal employees, which shall be installed at Sublessee’s sole cost and expense. Such signs shall be installed by a signage contractor designated by Landlord. The location, quality, design, style, lighting and size of such signs shall be consistent with the Landlord’s Building standard signage program and shall be subject to Applicable Laws and Landlord’s prior written approval, in its reasonable discretion. Sublessee shall be responsible, at Sublessee’s sole cost and expense, for removal of any signs installed by or on behalf of Sublessee prior to the expiration of the Sublease Term in accordance with the terms and conditions of the Master Lease. Except for such identification signs, Sublessee may not install any signs on the exterior or roof of the Building or the Common Areas. Any signs, window coverings, or blinds (even if the same are located behind the Landlord approved window coverings for the Building), or other items visible from the exterior of the Sublease Premises or Building are subject to the prior approval of Landlord, in its sole and absolute discretion.
ARTICLE 22 – HAZARDOUS MATERIALS
Sublessee shall not use, generate, manufacture, store or dispose of, on or about the Sublease Premises or Building, or transport to or from the Sublease Premises or Building, any Hazardous Materials. Notwithstanding the provisions of this
Article 22
, Sublessee and Sublessor shall have the right to use, generate and store on the Sublease Premises and the Building, and transport to and from the Sublease Premises and the Building, those Hazardous Materials which are generally used in the ordinary course of business; provided, however, that Sublessee’s and Sublessor’s use, generation, storage and transport thereof is in compliance with all applicable federal, state and local laws, regulations and ordinances and Sublessee is further subject to the restrictions in set forth below. As used in this Sublease, “
Hazardous Materials
” shall mean any material or substance that is now or hereafter defined or regulated by any statute, regulation, ordinance, or governmental authority thereunder, as radioactive, toxic, hazardous, or waste, or a chemical known to the state of California to cause cancer or reproductive toxicity, including but not limited to (i) petroleum and any of its constituents or byproducts, (ii) radioactive materials, (iii) asbestos in any form or condition, and (iv) substances or materials regulated by any of the following, as amended from time to time, and any rules promulgated thereunder: the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U.S.C. §§9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §§6901, et seq.; the Toxic Substances Control Act, 15 U.S.C. §§2601, et seq.; the Clean Water Act, 33 U.S.C. §§1251 et seq; the Clean Air Act, 42 U.S.C. §§7401 et seq. The California Health and Safety Code; The California Water Code; The California Labor Code; The California Public Resources Code; The California Fish and Game Code. Notwithstanding anything herein to the contrary, Sublessee further agrees as follows:
2000 UNIVERSITY AVENUE
Finjan Holdings, Inc.
|
1.
|
Sublessee will not use, store or bring onto the Building, Property or Sublease Premises any chlorinated solvents.
|
|
2.
|
Sublessee will not discharge any material to the storm water system, whether or not such material is Hazardous Material.
|
|
3.
|
Prior to using, storing or generating any Hazardous Materials at the Building or Sublease Premises which is permitted hereunder, Sublessee will obtain Landlord’s written consent for such use, storage or generation. Sublessee’s request for consent shall include the following: (i) the chemicals and quantities; (ii) copies of any MSDS for such chemicals; and (iii) copies of any Sublessee written policies with respect to the use of such materials and any accidental spills.
|
[SIGNATURES ON FOLLOWING PAGE]
2000 UNIVERSITY AVENUE
Finjan Holdings, Inc.
IN WITNESS WHEREOF, the parties hereto have executed this Sublease on the day and year first above written.
|
SUBLESSOR:
Tribune Media Company
,
a Delaware corporation
By:
/s/ Jack Rodden
Name: Jack Rodden
Title: VP & Treasurer
SUBLESSEE:
Finjan Holdings, Inc.
,
a Delaware corporation
By:
/s/ Phil Hartstein
Name: Phil Hartstein
Title: President and CEO
By:
/s/ Michael Noonan
Name: Michael Noonan
Title: CFO & Treasurer
By:
/s/ Daniel Chinn
Name: Daniel Chinn
Title: Chairman, Board of Directors
|