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EXHIBIT 10.21
LANDLORD'S CONSENT TO SUBLEASE
Sobrato lnterests, a California limited partnership ("Landlord"), as Landlord
under that certain Lease (the "Lease") dated June 29, 1993 by and between
Landlord and Bay Networks, Inc., a Delaware corporation ("Tenant"), successor by
merger to SynOptics Communications, Inc., a Delaware corporation, as Tenant,
subject to and specifically conditioned upon the following terms and conditions
hereby grants its consent to the Sublease dated February 23, 1998 made by and
between the Tenant, as sublandlord, and 8x8, Inc., a Delaware corporation
("Subtenant"), as subtenant, a copy of which is attached as Exhibit A ("the
Sublease"), covering that certain premises (the "Premises") commonly known as
0000 Xxxxxxx Xxxxxxx Xxxxxxxxx, Xxxxx Xxxxx, XX.
As conditions to the consent of Landlord to the Sublease, it is understood and
agreed as follows:
1. No Release. This Consent to Sublease shall in no way release the Tenant or
any person or entity claiming by, through or under Tenant, including Subtenant
from any of its covenants, agreements, liabilities and duties under the Lease,
as the same may be amended from time to time, without respect to any provision
to the contrary in the Sublease.
2. Specific Provisions of Lease and Sublease. This Consent to Sublease
consenting to a sublease to Subtenant does not constitute approval by Landlord
of any of the provisions of the Sublease document or agreement thereto or
therewith; nor shall the same be construed to amend the Lease in any respect,
any purported modifications being solely for the purpose of setting forth the
rights and obligations as between Tenant and Subtenant, but not binding
Landlord. The Sublease is, in all respects, subject and subordinate to the
Lease, as the same may be amended. Furthermore, in the case of any conflict
between the provisions of this Consent to Sublease or the Lease and the
provisions of the Sublease, the provisions of this Consent to Sublease or the
Lease, as the case may be, shall prevail unaffected by the Sublease.
3. Limited Consent. This Consent to Sublease does not and shall not be construed
or implied to be a consent to any other matter for which
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Landlord's consent is required under the Lease, including, without limitation,
any Alterations under the Lease.
4. Tenant's Continuing Liability. Tenant shall be liable to Landlord for any
default under the Lease, whether such default is caused by Tenant or Subtenant
or anyone claiming by or through either Tenant or Subtenant but the foregoing
shall not be deemed to restrict or diminish any right which Landlord may have
against Subtenant pursuant to the Lease, in law or in equity for violation of
the Lease or otherwise, including, without limitation, the right to enjoin or
otherwise restrain any violation of the Lease by Subtenant.
5. Default by Tenant under the Lease. If Tenant defaults under the Lease,
Landlord may elect to receive directly from Subtenant all sums due or payable to
Tenant by Subtenant pursuant to the Sublease. Upon written notice from Landlord,
Subtenant shall thereafter pay to Landlord any and all sums due or payable under
the Sublease. In such event Tenant shall receive from Landlord a corresponding
credit for such sums against any payments then due or thereafter becoming due
from Tenant.
6. Termination of Lease. If at any time prior to the expiration of the term of
the Sublease the Lease shall terminate or be terminated for any reason, the
Sublease shall simultaneously terminate. However, Subtenant agrees, at the
election and upon written demand of Landlord, and not otherwise, to attorn to
Landlord for the remainder of the term of the Sublease, such attornment to be
upon all of the terms and conditions of the Lease, except that the Base Rent set
forth in the Sublease shall be substituted for the Base Rent set forth in the
Lease and the computation of Additional Rent as provided in the Lease shall be
modified as set forth in the Sublease. The foregoing provisions of this
paragraph shall apply notwithstanding that as a matter of law, the Sublease may
otherwise terminate upon the termination of the 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. Upon the demand
of Landlord, however, Subtenant agrees to execute, from time to time, documents
in confirmation of the foregoing provisions of this paragraph satisfactory to
Landlord in which Subtenant shall acknowledge such attornment and shall set
forth the terms and conditions of its tenancy.
7. Sublease Profits. Pursuant to Section 31 of the Lease, provided the Sublease
remains in full force and effect, Tenant agrees to pay to Landlord each month
along with the base monthly rent due under the Lease, the sum of N/A
representing Landlord's fifty percent (50%) share of the amount by which the
consideration received pursuant to the Sublease exceeds the amount due to
Landlord under the Lease less the reasonable subletting costs.
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8. No Waiver; No Privity. Nothing herein contained shall be deemed a waiver of
any of the Landlord's rights under the Lease. In no event, however, shall
Landlord be deemed to be in privity of contract with Subtenant or owe any
obligation or duty to Subtenant under the Lease or otherwise, any duties of
Landlord under the Lease being in favor of, for the benefit of and enforceable
solely by Tenant.
9. Notices. Subtenant agrees to promptly deliver a copy to Landlord of all
notices of default and all other notices sent to Tenant under the Sublease, and
Tenant agrees to promptly deliver a copy to Landlord of all such notices sent to
Subtenant under the Sublease. All copies of any such notices shall be delivered
personally or sent by United States registered or certified mail, postage
prepaid, return receipt requested, to Landlord.
Landlord
Sobrato Interests, a California limited
partnership
By /s/ X. X. XXXXXXX
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its GP
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Tenant
Bay Networks, Inc., Delaware corporation
By XXXX X. XXXXX, XX.
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its Vice President
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Subtenant
8x8, Inc., a Delaware corporation
by /s/ XXXXXX XXXXXX
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its VP
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