SUBLEASE BY AND BETWEEN PEREGRINE SYSTEMS, INC. AND JMI, INC.
This sublease is entered into this _____ day of _____________, 1996, by and
between PEREGRINE SYSTEMS, INC., A DELAWARE CORPORATION (the "Sublessor") and
JMI, INC., A TEXAS CORPORATION (the "Sublessee").
1. Premises.
Sublessor leases to Sublessee and Sublessee hires from Sublessor those
certain premises (the "Premises") cross-hatched on Exhibit A, together with
appurtenances, situated in the City of SAN DIEGO, County of SAN DIEGO,
State of California and further described as follows: 13,310 SQUARE FEET
OF OFFICE SPACE LOCATED ON THE ENTIRE XXXXXX XXXXX XX 00000 XXXX XXXXX XX.
2. Nature of the Sublease.
Sublessee hereby acknowledges that the Premises are being leased by
Sublessor pursuant to the lease attached hereto as Exhibit B (the "Master
Lease") between Sublessor, as lessee, and WCB II MORE LIMITED PARTNERSHIP,
as lessor (the "Master Lessor").
a. This Sublease is subject to all of the terms and conditions of the
Master Lease and Sublessee shall assume and perform all of the
obligations of Sublessor as lessee under the Master Lease, to the
extent the terms and conditions are applicable to the Premises.
Sublessee shall not commit or permit to be committed on the premises
any act or omission which violates any term or condition of the Master
Lease.
b. All of the terms and conditions of the Master Lease are incorporated
herein, as terms and conditions of the Sublease (with each reference
therein to lessor or landlord deemed to be a reference to Sublessor
and each reference therein to lessee or tenant deemed to be a
reference to Sublessee), and the terms of this Sublease agreement,
including such incorporated terms, shall constitute all of the terms
and conditions of this Sublease.
3. Term.
a. The term of this Sublease shall be for the period commencing on
JUNE 1, 1996 (the "Commencement Date") and ending on
OCTOBER 31, 2003, unless sooner terminated in accordance with the
terms of this Sublease.
b. In the event the Sublessor is unable to deliver possession of the
Premises on the Commencement Date, Sublessor shall not be liable for
any damage caused thereby, nor shall this sublease be void or
voidable, but Sublessee shall not be liable for rent until such time
as Sublessor offers to deliver possession of the Premises to
Sublessee; provided, however, that if the delay in the delivery of
possession exceeds sixty (60) days, then Sublessee, at its option, to
be exercised in writing within ten (10) days after the end of said
sixty-day period, may terminate this Sublease. In no event shall the
term of this Sublease be extended by any such delay in delivery of
possession.
c. In the event of a change of control of ownership of Sublessor,
Sublessee shall have the right, but not the obligation to terminate
this Sublease on sixty days written notice to Sublessor, PROVIDED
Sublessee exercises such right within six months of such change of
control.
4. Rent.
On or before the first day of each calendar month of the term of this
Sublease, Sublessee shall pay to Sublessor in advance as rent for the
Premises and without deduction, offset, prior notice, or demand,
the sum of SIXTEEN THOUSAND SIX HUNDRED THIRTY-SEVEN AND 50/100 dollars
($16,637.50). If, because of the date on which rent liability commences or
terminates, Sublessee is liable for less than a full month's rent, then
rent and other monthly payments due under this Sublease shall be prorated
based upon the fraction of the month for which Sublessee is liable for
rent. The base rent shall increase on each anniversary of the commencement
of the lease by $.05 per square foot per month.
5. Security Deposit.
Concurrently with Sublessee's execution of this Sublease, Sublessee shall
deposit with Sublessor the sum of SIXTEEN THOUSAND SIX HUNDRED THIRTY-SEVEN
AND 50/100 dollars ($16,637.50) to be held by Sublessor as a security
deposit for the full and faithful performance of all of the terms,
covenants, and conditions of this Sublease. If Sublessee defaults with
respect to any provision hereof, Sublessor may at its election apply or
retain all or any part of such deposit for the payment of any amount due
under this Sublease or any amount which Sublessor may spend or become
obligated to spend by reason of Sublessee's default. Sublessor shall not
be required to maintain this security deposit separate from its general
funds, and Sublessee shall not be entitled to interest thereon. If
Sublessee fully and faithfully performs every provision of this Sublease to
be performed by it, the security deposit, or any balance thereof, shall be
returned to Sublessee (or, at Sublessor's option, to the last assignee of
Sublessee's interest hereunder) at the expiration of the term of this
Sublease and after Sublessee has vacated the Premises.
6. Use.
Sublessee shall use the Premises for GENERAL OFFICE SPACE and for no other
purpose without the prior written consent of Sublessor. The business of
Sublessee shall be established and conducted throughout the term of this
Sublease in a first-class manner. Sublessee shall not use or permit the
Premises to be used for the conduct of any offensive, noisy, or dangerous
trade, business, manufacture, or occupation, nor shall the Premises be used
to conduct an auction sale. Sublessee shall not do or allow anything to be
done upon the Premises which will cause structural injury to the Premises
or the building containing the Premises. The Premises shall not be
overloaded and no machinery, apparatus, or other appliance shall be used or
operated in or upon the Premises which will in any manner injure, vibrate,
or shake the Premises or the building containing the Premises. No use
shall be made of the Premises which will in any way impair the efficient
operation of the sprinkler system (if any) within the building containing
the Premises. Sublessee shall not leave the Premises unoccupied or vacant
during the term of this Sublease. No musical instrument or noise-making
device of any sort shall be operated or allowed upon the Premises for the
purpose of attracting trade or otherwise. Sublessee shall not use or
permit the use of the Premises or any part thereof for any purpose which
would increase the existing rate of insurance or cause a cancellation of
any insurance policy covering the Premises or the building containing the
Premises. If any act of Sublessee or any use of the Premises causes,
directly or indirectly, any increase in the insurance expense of Sublessor,
said additional expense shall be paid by Sublessee to Sublessor upon
demand. No such payment by Sublessee shall limit Sublessor in the exercise
of any other right or remedy it may have, or constitute a waiver of
Sublessor's right to require Sublessee to discontinue such act or use.
7. Kitchen and Fitness Facilities.
To the extent Sublessor continues to maintain a kitchen facility at 12680
High Bluff Drive, Sublessee's employees shall be allowed access and use, on
an "as available" basis, but otherwise to the same extent as Sublessor's
employees. To the extent Sublessor continues to maintain a fitness facility
at 12680 High Bluff Drive, Sublessee's employees shall be allowed access
and use, on an "as available" basis, but otherwise to the same extent as
Sublessor's employees, PROVIDED each such employee of Sublessee who desires
access to and use of the fitness facility shall execute a form evidencing
waiver of liability of Sublessor; the content of such form shall be
determined from time to time by Sublessor.
8. Parking Spaces.
To the extent Sublessor is allowed any reserved parking spaces by Master
Lessor, pursuant to the Master Lease or otherwise, Sublessor agrees to set
aside as reserved parking for Sublessee two such spaces and designate them
in the same manner as Sublessor's own reserved spaces, except that should
Sublessee so desire, and to the extent such designation includes
Sublessor's name, Sublessee may request and Sublessor shall include
Sublessee's name in place of Sublessor's name in such designation.
9. Notice.
All notices or demands of any kind required or desired to be given by
Sublessor or Sublessee hereunder shall be in writing and shall be deemed
delivered forty-eight (48) hours after depositing the notice or demand in
the United States mail, certified or registered, postage prepaid, addressed
to the Sublessor, Sublessee, or Master Lessor, at the address set forth for
him or it in the signature portion of this Sublease.
10. Address for Payments.
All rent and other payments due under this Sublease shall be paid by
Sublessee to Sublessor at the address for Sublessor provided in the
signature of this Sublease.
SUBLESSOR: Peregrine Systems, Inc. SUBLESSEE: JMI, Inc.
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
-------------------------------- --------------------------------
Title: Title:
----------------------------- -----------------------------
ADDRESS: ADDRESS:
12670 High Bluff Drive 00000 Xxxx Xxxxx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000 Xxx Xxxxx, XX 00000
ATTACHMENTS:
- Exhibit A - Drawing of building marked with cross-hatch to show Premises
- Exhibit B - Master Lease [See Exhibit-10.11 to Registrant's Form S-1]
CONSENT
The undersigned, lessor under the Master Lease, hereby consents to the
subletting of the Premises described in Exhibit A on the terms and conditions
contained in the foregoing Sublease. The consent shall apply only to this
Sublease and shall not be deemed to be a consent to any other sublease.
DATED: MASTER LESSOR: WCB II MORE LIMITED PARTNERSHIP,
---------------------- a Delaware limited partnership
By:
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Xxxxxx X. Xxxxx, Senior Vice President
ARES Realty Capital, Inc.,
Authorized Signatory
