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EXHIBIT 10.6
FIRST AMENDMENT TO OFFICE LEASE AGREEMENT
The parties to this First Amendment to Office Lease Agreement ("First
Amendment") are WRC SUNSET NORTH LLC, a Washington limited liability company
("Landlord") and BSQUARE CORPORATION, a Washington corporation ("Tenant").
Landlord and Tenant are parties to that certain Office Lease Agreement
dated as of January 15, 1999 (the "Lease") for the lease of certain real
property located in the City of Bellevue, King County, Washington, more
particularly described therein. The terms and conditions of the Lease are hereby
incorporated by reference. Defined terms used in this First Amendment shall have
the meanings given them in the Lease.
Tenant now wishes to exercise its option to lease an additional floor in
the Building in accordance with the provisions of Section 5.B of the Lease.
Accordingly, in consideration of the mutual covenants contained herein, Landlord
and Tenant now agree:
1. ADDITIONAL PREMISES. Pursuant to Section 5.B of the Lease, Tenant has
exercised its option to lease the entire second (2nd) floor of the Building (the
"Additional Premises"). The Additional Premises contain approximately 31,308
rentable square feet of area and 28,205 usable square feet of area. The
Additional Premises shall be part of the Initial Premises and, except to the
extent expressly provided otherwise in this First Amendment, all references in
the Lease to the Initial Premises shall include the Additional Premises. Without
limiting the forgoing, the Base Rental and Allowance applicable to the Initial
Premises shall be applicable to the Additional Premises.
2. AMENDED SECTIONS.
(a) Section 1.A.7 is hereby amended to read in its entirety as
follows:
"INITIAL PREMISES" shall mean the area located on the entire
second (2nd), third (3rd), fourth (4th) and fifth (5th) floors of the
Building, as outlined on Exhibit A attached hereto and incorporated
herein, containing approximately one hundred twenty five thousand four
hundred ninety (125,490) rentable square feet of area and one hundred
thirteen thousand fifty four (113,054) usable square feet of area,
measured on a single tenant per floor basis, using BOMA standards. The
area of the Premises may be adjusted or expanded in accordance with the
provisions of Section 5.A below. The Initial Premises, as later modified
or expanded, is referred to in this Lease as the "PREMISES."
(b) Section 1.A.10 of the Lease is hereby amended to read in its
entirety as follows:
"TENANT'S PRO RATA SHARE" shall mean twenty seven and two
thousand four hundred twelve ten thousandths percent (27.2412%), which
is the quotient (expressed as a percentage), derived by dividing the
Rentable Area of the Premises (125,490) by the Rentable Area of
Buildings 3,4 and 5 (460,663). At
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such time as the construction of all of the Buildings is completed,
Landlord will cause the rentable square feet of the Buildings and the
Premises to be determined in accordance with BOMA standards, will notify
Tenant of such rentable square feet, and Tenant's Pro Rata Share shall
be adjusted accordingly if the Rentable Area differs from that set forth
above.
(c) Section 5.A shall be amended to read in its entirety as
follows:
Initial Premises. The Initial Premises are depicted on Exhibit A
attached hereto and contain approximately one hundred twenty five
thousand four hundred ninety (125,490) rentable square feet of area. The
precise square footage of the Initial Premises shall be determined based
upon Tenant's Final Plans, and once so determined shall not be further
adjusted except to reflect additions to or other modifications of the
Premises.
3. EXHIBIT A. Exhibit A and Exhibit A-1 to the Lease are hereby deleted
and replaced in their entirety by Exhibit A and Exhibit A-1 attached to this
First Amendment.
4. SECURITY DEPOSIT. The total Security Deposit payable pursuant to
Section 9.A of the Lease shall be increased by $250,000. Section 9.A of the
Lease is hereby amended to read in its entirety as follows:
Tenant shall deposit with Landlord the following amounts on the
dates set forth below to serve as a security deposit under this Lease
(collectively the "Security Deposit"):
1. One Hundred Thousand and no/100 Dollars ($100,000.00),
which was paid upon the original execution of this Lease by Tenant and
Landlord;
2. An Additional Thirty Three Thousand Three Hundred
Thirty Three and 33/100 Dollars ($33,333.33) upon execution of this
First Amendment by Landlord and Tenant.
3. An additional Two Hundred Sixty Six Thousand Six
Hundred Sixty Six and 67/100 Dollars ($266,666.67) upon commencement of
construction of Tenant's improvements in the Premises;
4. An additional Two Hundred Thousand and no/100 Dollars
($200,000.00) on the Commencement Date with respect to the Initial
Premises other than the Additional Premises.
5. An additional Sixty Six Thousand Six Hundred Sixty Six
and 67/100 ($66,666.67) on the Commencement Date with respect to the
Additional Premises.
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6. An additional Three Hundred Thirty Three Thousand Three
Hundred Thirty Three and 33/100 Dollars ($333,333.33) shall be required
if Tenant's Working Capital (as defined below) is less than Two Million
Five Hundred Thousand and no/100 Dollars ($2,500,000.00) as of the
Commencement Date.
5. CONSTRUCTION DATES. The terms of Exhibit D, the Work Letter
Agreement, shall apply to the Additional Premises, except that the Plan Delivery
Dates set forth in Section IV of Exhibit D shall be modified as follows:
A. Basic Plans Delivery Date: January 25, 1999. These
Plans are required to incorporate only Floors 3, 4 and 5 of the Premises. All
subsequent Plans are required to also include the Additional Premises.
B. Working Drawings Delivery Date: March 26, 1999.
C. Final Plans Review Date: March 26, 1999.
D. Final Plans Delivery Date: June 10, 1999.
6. COMMENCEMENT DATE. The commencement date with respect to the
Additional Premises shall occur on the earlier of Tenant's occupancy of any
portion of the Additional Premises for normal business purposes, or October 15,
1999, but shall in no event occur earlier than the Commencement Date for the
remainder of the Initial Premises.
7. FULL FORCE AND EFFECT. In the event of conflict between the
terms of this First Amendment and the Lease, the terms of this First Amendment
shall prevail. Except to the extent expressly modified herein, all of the terms
and conditions of the Lease shall remain unchanged and in full force and effect.
[Date and signatures on next page]
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DATED this __ day of __________, 1999.
LANDLORD: WRC SUNSET NORTH LLC, a Washington
limited liability company
By: EOP SUNSET NORTH, L.L.C., a Delaware limited
liability company, its manager
By: EOP OPERATING LIMITED PARTNERSHIP, a
Delaware limited partnership, its sole
member
By: EQUITY OFFICE PROPERTIES TRUST, a
Maryland real estate investment
trust, its managing general partner
By:
--------------------------------
Its:
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By: XXXXXX RUNSTAD ASSOCIATED LIMITED
PARTNERSHIP, a Washington limited
partnership its manager
By: XXXXXX RUNSTAD & COMPANY, a
Washington corporation, its sole
general partner
By:
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Its:
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TENANT: BSQUARE CORPORATION, a Washington
corporation
By:
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Its:
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LANDLORD ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I, the undersigned, a Notary Public, in and for the County and State
aforesaid, do hereby certify that _________________________, personally known to
me to be the ______________ of Xxxxxx Runstad & Company, the general partner of
Xxxxxx Runstad Associates Limited Partnership, a Member of WRC Sunset North LLC,
a Washington limited liability company, the Landlord in the foregoing
instrument, and personally known to me to be the same person whose name is
subscribed to the foregoing instrument, appeared before me this day in person
and acknowledged that as such officer of said entity being authorized so to do,
he executed the foregoing instrument on behalf of said entity, by subscribing
the name of such entity by himself as such officer, as a free and voluntary act,
and as the free and voluntary act and deed of said entity under the foregoing
instrument for the uses and purposes therein set forth.
GIVEN under my hand and official seal this ____ day of _____________,
1999.
Notary Public:
--------------------------
Printed Name:
--------------------------
Residing at:
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My Commission expires:
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STATE OF COLORADO )
) ss.
COUNTY OF ARAPAHOE )
I, the undersigned, a Notary Public, in and for the County and State
aforesaid, do hereby certify that _________________________, personally known to
me to be the ______________ of Equity Office Properties Trust, the general
partner of EOP Operating Limited Partnership, the sole member of EOP Sunset
North, L.L.C., the manager of WRC Sunset North LLC, a Washington limited
liability company, the Landlord in the foregoing instrument, and personally
known to me to be the same person whose name is subscribed to the foregoing
instrument, appeared before me this day in person and acknowledged that as such
officer of said entity being authorized so to do, he executed the foregoing
instrument on behalf of said entity, by subscribing the name of such entity by
himself as such officer, as a free and voluntary act, and as the free and
voluntary act and deed of said entity under the foregoing instrument for the
uses and purposes therein set forth.
GIVEN under my hand and official seal this ____ day of ______________,
1999.
Notary Public:
--------------------------
Printed Name:
--------------------------
Residing at:
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My Commission expires:
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TENANT ACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this the ____ day of _______________, 1999, before me a Notary Public duly
authorized in and for the said County in the State aforesaid to take
acknowledgments personally appeared ________________ known to me to be
________________ of BSquare Corporation, a Washington corporation, the Tenant in
the foregoing instrument, and acknowledged that as such officer, being
authorized so to do, (s)he executed the foregoing instrument on behalf of said
corporation by subscribing the name of such corporation by himself/herself as
such officer and caused the corporate seal of said corporation to be affixed
thereto, as a free and voluntary act, and as the free and voluntary act of said
corporation, for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public:
--------------------------
Printed Name:
--------------------------
Residing at:
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My Commission expires:
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EXHIBIT A
PREMISES
This Exhibit is attached to and made a part of the Lease dated as of
January 15, 1999, by and between WRC SUNSET NORTH LLC, a Washington limited
liability company ("Landlord") and BSQUARE CORPORATION, a Washington corporation
("Tenant") for space on the second (2nd), third (3rd), fourth (4th) and fifth
(5th) floors in Building Four (4) located at the Northeast corner of 000xx
Xxxxxx Xxxxxxxxx and Southeast 32nd Street, Bellevue, King County, Washington.
The legal description for the property upon which the Premises is located is set
forth on Exhibit A-1, attached hereto and incorporated herein by this reference.
The Premises is outlined on Exhibit A-2 and A-3 attached hereto and incorporated
herein by this reference.
Exhibit A
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EXHIBIT A-1
LEGAL DESCRIPTION OF PROPERTY
This Exhibit is attached to and made a part of the Lease dated as of
January 15, 1999, by and between WRC SUNSET NORTH LLC, a Washington limited
liability company ("Landlord") and BSQUARE CORPORATION, a Washington corporation
("Tenant") for space on the second (2nd), third (3rd), fourth (4th) and fifth
(5th) floors in Building Four (4) located at the Northeast corner of 000xx
Xxxxxx Xxxxxxxxx and Southeast 32nd Street, Bellevue, King County, Washington.
XXXX 0 XXXXXXX 00 XX XXXXXX XXXXX X-00 CORPORATE CAMPUS, A BINDING SITE
PLAN, AS PER PLAT RECORDED IN VOLUME 154 OF PLATS, PAGES 77 THROUGH 80,
RECORDS OF KING COUNTY;
EXCEPT ANY PORTION CONVEYED FOR 139TH AVE. S.E., BY DEED RECORDED UNDER
RECORDING NO. 9101280422;
TOGETHER WITH AN UNDIVIDED 60% INTEREST IN XXX 00 XXX XXXXX X XX XXXX
XXXX;
AND TOGETHER WITH THOSE CERTAIN EASEMENT RIGHTS AS DELINEATED IN
INSTRUMENT RECORDED UNDER RECORDING NO. 9601091040;
AND TOGETHER WITH THOSE CERTAIN EASEMENT RIGHTS AS DELINEATED IN
INSTRUMENT RECORDED UNDER RECORDING NO. 9107260572;
AND TOGETHER WITH THOSE CERTAIN EASEMENT RIGHTS AS DELINEATED IN
INSTRUMENT RECORDED UNDER RECORDING NO. 0000000000;
SITUATE IN XXX XXXX XX XXXXXXXX, XXXXXX XX XXXX, XXXXX OF WASHINGTON.
Exhibit A-1
