Salesforce.com 2010 Annual Report Download - page 148

CONFIDENTIAL TREATMENT REQUESTED
*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
7. Entitlement Covenants.
7.1 Development Covenants.
7.1.1 Buyer's Covenant. Buyer hereby covenants (which covenant shall bind Buyer's successors and assigns with respect to the Land) not
to develop on the Land, and not to Seek to develop on the Land, any improvements of any kind that will fail to conform to the Acquired Rights, except as may
be expressly provided otherwise in this Agreement. Notwithstanding the foregoing, Buyer may Seek additional parking rights with respect to the Land, so
long as the Acquired Parking Rights plus all additional parking rights secured by Buyer with respect to the Land do not result in Buyer having the right to
develop more than an aggregate of 1.4 parking spaces for each one thousand (1,000) square feet of gross floor area. Buyer hereby expressly acknowledges that
(i) the South Design for Development establishes a minimum and maximum of 1.0 parking spaces for each one thousand (1,000) square feet of gross floor
area for all Commercial Industrial uses other than Life Science Uses, and (ii) Seller is making no representation or warranty, express or implied, as to the
right, power, or authority of any Governmental Authority to approve or grant, or the right or ability of any person or entity to obtain, more than an aggregate
of 1.0 parking spaces for each one thousand (1,000) square feet of gross floor area for any Commercial Industrial use other than Life Science Uses. In
addition, nothing in this Agreement shall be deemed, construed, or interpreted to prevent Buyer from applying to the Acquired Square Footage any definition
regarding floor area set forth in the South Design for Development. In the event Buyer (or any successor or assign with respect to the Land) breaches or
violates the covenant contained in this Paragraph 7.1.1, Seller may pursue all remedies available to Seller, at law or in equity, including, but not limited to, an
action in equity or otherwise for specific performance of the foregoing covenant or an injunction against any breach or violation of such covenant. Buyer
hereby agrees that the covenant contained in this Paragraph 7.1.1 is unique to Buyer and that any breach thereof could cause irreparable harm to Seller.
Accordingly, Buyer agrees that an injunction is a proper and fair remedy for such a breach.
7.1.2 Excess Development. Seller hereby expressly acknowledges and agrees that it shall not be a breach or violation of the covenant set
forth in Paragraph 7.1.1 above (i) if the total square footage developed on the Land exceeds the Acquired Square Footage, so long as any Other SFDC Square
Footage necessary to cover such excess has been Conveyed to the Property Owner in accordance with the Master Developer Covenant and the Vesting
Covenant (as the same may be amended, restated, replaced, or supplemented as of the Close of Escrow), and (ii) if the number of Towers developed on the
Land exceeds the Acquired Tower Rights, so long as any Other SFDC Tower Rights necessary to cover such excess has been Conveyed to the Property
Owner in accordance with the Master Developer Covenant and the Vesting Covenant (as the same may be amended, restated, replaced, or supplemented as of
the Close of Escrow). The Conveyance of any square footage or Towers to the Property Owner, and the development of any such square footage or Towers on
the Land, shall be subject to (x) compliance with all applicable requirements and/or procedures set forth in the Development
-19-