LANDLORD-SUBTENANT AGREEMENT

(Amphitheatre)

THIS AGREEMENT (this Agreement) is made as of the 9th day of July, 2003, between WXIII/AMPHITHEATRE REALTY, L.L.C., a Delaware limited liability company (Landlord), and GOOGLE TECHNOLOGY INC., a California corporation (Subtenant), joined in (with respect to specified provisions) by SILICON GRAPHICS, INC., a Delaware corporation (Tenant).

WITNESSETH:

WHEREAS, The Goldman Sacks Group, Inc., a Delaware corporation (GS), and Tenant entered into that certain Commercial Lease (Amphitheatre), dated December 29, 2000, as amended by Amendment thereto, dated as of April 18, 2001, which was assigned by GS to Landlord by an Assignment and Assumption, dated as of May 22, 2001, for certain premises located at 1600 Amphitheatre Parkway, Mountain View, California (the Premises), said property being more particularly described in the said lease.

WHEREAS, concurrently herewith, Tenant and Subtenant are entering into that certain Sublease Agreement dated as of the date hereof (the Sublease), whereby Tenant will sublease to Subtenant, and Subtenant will sublease from Tenant, the Premises.

WHEREAS, concurrently herewith, Landlord, Tenant and Subtenant are entering into that certain Second Amendment to Commercial Lease (Amphitheatre), dated as of the date hereof (the Second Amendment, and the lease described in the first WHEREAS clause above, as amended as described in said WHEREAS clause and as amended by the Second Amendment, is hereinafter referred to as the Amphitheatre Lease). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to them in the Amphitheatre Lease.

WHEREAS, concurrently herewith, Landlord and Subtenant are entering into that certain Nondisturbance and Attornment Agreement, dated as of the date hereof (the Nondisturbance Agreement).

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the Premises not otherwise contemplated in the Second Amendment or the Nondisturbance Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

RIGHT OF FIRST OFFER

Section 1.1    Right of First Offer. (a) At any time and from time to time during the period commencing on the date hereof and continuing until the earlier of (i) such time as this Agreement is terminated in accordance with Section 3.2 below or otherwise and (ii) December 31, 2012 (such

period, the Offer Period), Landlord will not sell, transfer or otherwise dispose of the Interest (as such term is defined in Exhibit A hereto), or any portion thereof, unless it has first offered to sell the Interest, or such portion thereof, to Subtenant by written notice at an offer price to be set forth therein (the Initial Offer Price), which price will be established by Landlord in its sole discretion, together with the material terms and conditions of such proposed disposition by Landlord, including the proposed terms of closing of such disposition, such as the allocation of responsibility to pay closing and title costs (an Offer). The Offer shall indicate whether it is for the purchase of the entire Interest in the Premises or a portion thereof (the Premises Offered).

(b) Subtenant shall have thirty (30) days (the Acceptance Period) from the delivery of the Offer within which it may (i) deliver to Landlord a notice of its acceptance of the Offer (the OP Response) and (ii) pay to Landlord, by immediately available federal funds to an escrow account in the name of an escrow agent designated by Landlord (Escrow Agent), TWO MILLION DOLLARS ($2,000,000), which shall represent a deposit by Subtenant on account of the purchase pursuant to the Offer (the OP Deposit). The OP Response shall not be effective unless it is accompanied with the payment of the OP Deposit.

(c) If the OP Response is effectively and timely delivered, and the Ground Lessor Consent and Ground Lessor Release (each as defined below) shall have been delivered, Landlord shall convey title to the Premises Offered, and Subtenant shall accept and pay for the Premises Offered, at the Initial Offer Price and on the other terms and conditions set forth in the Offer. Time is of the essence of the performance of each of the parties respective obligations contained herein. In the event that the sale of the Premises Offered is not consummated solely because either the Ground Lessor Consent or Ground Lessor Release is not delivered (notwithstanding Subtenants compliance with Section 1.5), Landlord will promptly cause the Escrow Agent to return the OP Deposit, together with any interest accrued thereon, to Subtenant.

Section 1.2    Failure to Exercise. (a) If Subtenant (i) fails to deliver the OP Response to Landlord in an effective and timely manner (including payment of the OP Deposit) or (ii) expressly rejects the Offer within the Acceptance Period, then Landlord shall have the right, which shall continue until the first (1st) anniversary of the expiration of the Acceptance Period (said one year period referred to herein as the First Conveyance Period), to sell or otherwise dispose of the Premises Offered to any Person free and clear of any obligation to Subtenant pursuant to this Article I, so long as the purchase price to be paid in such sale is an amount equal to at least ninety percent (90%) of the Initial Offer Price and otherwise on terms that are in the aggregate not materially more favorable to the purchaser than those contained in the Offer.

(b) If the purchase price proposed to be paid by a third party for the Premises Offered during the First Conveyance Period is an amount less than ninety percent (90%) of the Initial Offer Price or is otherwise on terms that are in the aggregate materially more favorable to the purchaser than those contained in the Offer, then Landlord shall, by written notice to Subtenant, offer to sell the Premises Offered to Subtenant on the terms proposed with the third party (a Second Offer). Upon receipt of the Second Offer from Landlord, Subtenant shall have five (5) Business Days (the Second Acceptance Period) within which it may notify Landlord in writing of its acceptance of the Second Offer and its agreement to purchase the Premises Offered at the price and on the other

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC