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Exhibit 10.45
THIRD AMENDMENT
TO LEASE AGREEMENT
This THIRD AMENDMENT TO LEASE AGREEMENT ("Amendment"), is entered into as of the 17th day of February, 2010, by and between
BIXBY TECHNOLOGY CENTER, LLC, a Delaware limited liability company ("Landlord"), and TIVO INC., a Delaware corporation ("Tenant"), with
reference to the facts set forth in the Recitals below.
R E C I T A L S :
A. WIX/NSJ Real Estate Limited Partnership, a Delaware limited partnership ("Prior Landlord") and Tenant entered into that certain Lease
Agreement dated October 6, 1999 (the "Original Lease"), as amended by that certain First Amendment to Lease Agreement dated February 1, 2006 (the
"First Amendment"), and as further amended by that certain Second Amendment to Lease Agreement by and between Landlord and Tenant dated May 15,
2009 (the "Second Amendment") (the Original Lease, as amended by the First Amendment and Second Amendment, may hereinafter be collectively referred
to as the "Lease") pursuant to which Landlord currently leases to Tenant the buildings located at 2160 and 2190 Gold Street, San Jose, California 95002 (the
"Original Premises"). The Original Premises are part of the development known as Bixby Technology Center (the "Project"). The Original Premises contain
approximately 127,124 rentable square feet. Landlord has succeeded to Prior Landlord's interest as landlord under the Lease.
B. Capitalized terms not defined in this Amendment have the meanings given to them in the Lease.
C. Landlord and Tenant desire to amend the Lease in order to, among other things, provide for Tenant to lease certain additional space in the Project
containing approximately 11,985 rentable square feet described as Suite No. 250 on the 2nd floor within that certain building located at 2130 Gold Street
("Building B") shown on Exhibit A hereto (the "Expansion Space"), all upon and subject to the terms set forth below.
A G R E E M E N T :
NOW THEREFORE, in consideration of the above Recitals and other good and valuable consideration, the receipt of which is hereby acknowledged,
the parties agree as follows:
1. Expansion; Expansion Space Term.
(a) Effective as of March 1, 2010 (the "Expansion Effective Date"), (i) the Premises, as defined in the Original Lease, is increased from 127,124
rentable square feet consisting of Buildings D and E of the Project to 139,109 rentable square feet consisting of Buildings D and E and Suite 250 on the 2nd
floor of Building B by the addition of the Expansion Space, and from and after the Expansion Effective Date, the Original Premises and the Expansion Space,
collectively, shall be deemed the Premises, as defined in the Lease, and (ii) the term "Building", as defined in the Original Lease, shall mean Buildings B, D
and E. The Lease term for the Expansion Space shall commence on the Expansion Effective Date and end on March 31, 2012 (the "Expansion Space
Termination Date"). That portion of the 2nd Extended Term (as such term is defined in the Second Amendment) commencing the Expansion Effective Date
and ending on the Expansion Space Termination Date shall be referred to herein as the "Expansion Space Term". The Expansion Space is subject to all the
terms and conditions of the Lease except as expressly modified herein and except that Tenant shall not be entitled to receive any allowances, abatements or
other financial concessions granted with respect to the Original Premises unless such concessions are expressly provided for herein with respect to the
Expansion Space.
(b) The Expansion Effective Date shall be delayed to the extent that Landlord fails to deliver possession of the Expansion Space for any reason,
including but not limited to, holding over by prior occupants. Any such delay in the Expansion Effective Date shall not subject Landlord to any liability for
any loss or damage resulting therefrom. If the Expansion Effective Date is delayed, the Expansion Space Termination Date under the Lease shall be similarly
extended.
2. Base Rent. In addition to Tenant's obligation to pay Base Rent for the Original Premises, Tenant shall pay Landlord Base Rent for the Expansion
Space as follows:
Period of the Expansion Space Term Monthly Base Rent
February 1, 2010 – February 28, 2010 $ 0.00
March 1, 2010 – January 31, 2011 $ 13,183.50
February 1, 2011 – February 28, 2012 $ 13,782.75
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