California-Sunnyvale-894 Ross Drive Sublease Agreement [Amendment No. 1] - Verity Inc. and TiVo Inc.
AMENDMENT TO SUBLEASE AGREEMENT
This Amendment to Sublease Agreement is made effective as of the ___ day of
November, 1998, by and between Verity, Inc., a Delaware corporation ("Verity"),
as Sublessor, and TIVO, a California corporation ("TIVO"), formerly known as
Teleworld, Inc., as Sublessee.
RECITALS:
A. Verity and TIVO entered into that certain Sublease Agreement dated
effective as of February 23, 1998, respecting those certain premises identified
as Suite 100 (the "Original Premises") of the building (the "Building") located
at 894 Ross Drive, Sunnyvale, California. All capitalized terms used herein
shall have the same meaning ascribed to them in the Sublease Agreement, unless
expressly defined in this Amendment. In event of any conflict between the terms
and conditions of this Amendment and those of the Sublease Agreement, the terms
and conditions of this Amendment shall control.
B. Verity and TIVO desire to amend the Sublease Agreement to add to the
Premises subleased by TIVO under the Sublease Agreement those certain premises
identified as Suite 205 of the Building, containing approximately 4,524 square
feet, on the terms and conditions set forth herein.
AGREEMENT:
NOW, THEREFORE, Verity and TIVO hereby agree as follows:
1. Additional Premises. Effective February 1, 1999, the portion of the
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Building identified as Suite 205, and consisting of approximately 4,524 square
feet (the "Additional Premises"), shall be added to the Premises subleased by
TIVO under the Sublease Agreement for all purposes of the Sublease Agreement.
2. Rent. TIVO shall pay to Verity, as Rent for the Additional Premises
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for each month of the term of this Sublease during which TIVO subleases the
Additional Premises as set forth below, the sum of Eleven Thousand Three Hundred
Ten Dollars ($11,310). Such Rent shall be a full service rental on the terms
and conditions set forth in the Sublease Agreement.
3. Term For Additional Premises. TIVO shall sublease the Additional
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Premises under the terms of the Sublease Agreement and this Amendment for a term
commencing February 1, 1999, and ending March 31, 2000. The term for the
Additional Premises set forth in the preceding sentence shall have no effect
upon the Scheduled Expiration Date for the Original Premises under the Sublease
Agreement.
4. Parking. Effective upon the commencement of the term for the
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Additional Premises, TIVO shall have the right to use an additional seventeen
(17) parking stalls in the parking areas of the Project. In the event that the
term of the Sublease Agreement is not extended for the Original Premises
pursuant to the provisions of Paragraph 3.2 of the Sublease
1.
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Agreement, then such number of parking stalls set forth above shall be the only
parking stalls which TIVO is entitled to use from and after the Scheduled
Expiration Date.
5. Acceptance and Condition of Additional Premises. Verity shall deliver
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the Additional Premises to TIVO at the commencement of the term therefor in
broom-clean condition. TIVO acknowledges it had the right to inspect the
Additional Premises prior to execution of this Amendment. By executing this
Amendment, TIVO shall be deemed to have accepted the Additional Premises in
their "AS-IS" condition, subject to any circumstances, defects, or conditions
therein, and without any representations or warranties from Verity.
6. Signage. TIVO show have the right, at its sole cost and expense, to
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place a sign on the suite door of the Additional Premises, and to place standard
identification on the Lobby Directory applicable to the Additional Premises.
7. Correction of Right of Offer. Verity and TIVO agree that Paragraph 10
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of the Sublease Agreement shall be modified with the effect that the right of
offer extended to TIVO therein shall apply to Suites 200, 201, 202 and 203 of
the Building, notwithstanding the provisions of such paragraph to the contrary.
8. Consent of RDI. This Amendment, and the sublease of the Additional
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Premises by Verity to TIVO, shall be subject to the consent of RDI on the terms
set forth in Paragraph 15 of the Sublease Agreement. If such consent is not
obtained by December 31, 1998, this Amendment shall be of no further force or
effect.
9. Brokers. A commission shall be paid to Cornish & Carey Commercial
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("C&C") under a separate agreement between C&C and Verity. Except for the
foregoing, each party warrants and represents to the other than it has retained
no broker or other party that is entitled to any fee or commission in connection
with this Amendment, and each agrees to indemnify, defend and hold harmless the
other party from any and all liabilities, claims or damages arising out of such
party's breach of the foregoing warranty and representation.
10. Counterparts. This Amendment may be executed in counterparts and
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delivered by and to the respective parties by facsimile transmission, and each
such counterpart copy hereof so executed and delivered shall constitute an
original, and all such counterparts together shall constitute a single
agreement.
2.
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11. No Further Modifications. Except as expressly modified by the terms of
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this Amendment, the terms and conditions of the Sublease Agreement shall remain
in full force and effect.
SUBLESSEE:
Verity, Inc., a Delaware corporation
By: /s/ [illegible]
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Its: V.P. Administration & Controller
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SUBLESSOR:
TIVO, a California corporation
By: /s/ Michael Ramsay
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Its: CEO
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3.