EXHIBIT 10.2
FIRST AMENDMENT
THIS FIRST AMENDMENT (the "Amendment") is made and entered into as of the
3rd day of May, 2007, by and between PS BUSINESS PARKS, L.P., a California
Limited Partnership ("Landlord"), and RAPTOR NETWORKS TECHNOLOGY, INC., a
California Corporation ("Tenant").
RECITALS
A. Landlord and Tenant are parties to that certain lease dated May, 3, 2004
(collectively, the "Lease"). Pursuant to the Lease, Landlord has leased
to Tenant space currently containing approximately 11,118 rentable square
feet (the "Premises") described as Suite No. 150 on the first floor of
the building commonly known as the 1241 Building located at 0000 X. Xxxx
Xxxx, Xxxxx Xxx, XX 00000 (the "Building"), which is a part of the
project commonly referred to as Orange County Business Center (the
"Project").
B. Tenant and Landlord mutually desire that the Lease be amended on and
subject to the following terms and conditions.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
follows:
I. AMENDMENT. Effective as of the date hereof (unless different effective
date(s) is/are specifically referenced in this Section), Landlord and
Tenant agree that the Lease shall be amended in accordance with the
following terms and conditions:
A. Lease renewal shall be for twenty-four (24) months commencing on
August 1, (2007) and expiring on July 31, (2009.)
B. Base Rent Schedule is as follows:
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Period of Term Monthly
Base Rent
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August 1, 2007 -- July 31, 2008 $2.10/SF ($23,347.80/month)
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August 1, 2008 -- July 31, 2009 $2,17/SF ($24,126.06/month)
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C. Tenant Improvements:
1. Landlord shall repair and/or re-work HVAC systems to bring
to good working order.
2. Landlord shall steam clean carpets in 1st month and 13th
months.
3. Landlord shall have janitorial services clean the interior
restrooms of the Premises.
D. Security Deposit. Landlord shall retain the existing Security
Deposit in the amount of $46,695.60 for the Renewal Term.
E. Base Year shall be amended to 2007.
II. MISCELLANEOUS.
A. This Amendment sets forth the entire agreement between the parties
with respect to the matters set forth herein. There have been no
additional oral or written representations or agreements. Under no
circumstances shall Tenant be entitled to any rent abatement,
improvement allowance, leasehold improvements, or other work to
the Premises, or any
similar economic incentives that may have been provided Tenant in
connection with entering into the Lease, unless specifically set
forth in this Amendment.
B. Except as herein modified or amended, the provisions, conditions
and terms of the Lease shall remain unchanged and in full force
and effect.
C. In the case of any inconsistency between the provisions of the
Lease and this Amendment, the provisions of this Amendment shall
govern and control.
D. Submission of this Amendment by Landlord is not an offer to enter
into this Amendment but rather is a solicitation for such an offer
by Tenant, Landlord shall not be bound by this Amendment until
Landlord has executed and delivered the same to Tenant.
E. The capitalized terms used in this Amendment shall have the same
definitions as set forth in the Lease to the extent that such
capitalized terms are defined therein and not redefined in this
Amendment.
F. With exception of Xxxxxxx Realty, Tenant hereby represents to
Landlord that Tenant has dealt with no broker in connection with
this Amendment. Tenant agrees to indemnify and hold Landlord, its
members, principals, beneficiaries, partners, officers, directors,
employees, mortgagee(s) and agents, and the respective principals
and members of any such agents (collectively, the "LANDLORD
RELATED PARTIES") harmless from all claims of any brokers claiming
to have represented Tenant in connection with this Amendment.
Landlord hereby represents to Tenant that Landlord has dealt with
no broker, with exception of Xxxxxxx Realty, in connection with
this Amendment. Landlord agrees to indemnify and hold Tenant, its
members, principals, beneficiaries, partners, officers, directors,
employees, and agents, and the respective principals and members
of any such agents (collectively, the "TENANT RELATED PARTIES")
harmless from all claims of any brokers claiming to have
represented Landlord in connection with this Amendment.
G. Each signatory of this Amendment represents hereby that he or she
has the authority to execute and deliver the same on behalf of the
party hereto for which such signatory is acting. Tenant hereby
represents and warrants that neither Tenant, nor any persons or
entities holding any legal or beneficial interest whatsoever in
Tenant, are (i) the target of any sanctions program that is
established by Executive Order of the President or published by
the Office of Foreign Assets Control, U.S. Department of the
Treasury ("OFAC"); (ii) designated by the President or OFAC
pursuant to the Trading with the Enemy Act, 50 U.S.C. App. ss. 5,
the International Emergency Economic Powers Act, 50 U.S.C. xx.xx.
1701-06, the Patriot Act, Public Law 107-56, Executive Order 13224
(September 23, 2001) or any Executive Order of the President
issued pursuant to such statutes; or (iii) named on the following
list that is published by OFAC: "List of Specially Designated
Nationals and Blocked Persons." If the foregoing representation is
untrue at any time during the Term, an [EVENT OF DEFAULT] under
the Lease will be deemed to have occurred, without the necessity
of notice to Tenant.
H. Redress for any claim against Landlord under the Lease and this
Amendment shall be limited to and enforceable only against and to
the extent of Landlord's interest in the Building. The obligations
of Landlord under the Lease are not intended to and shall not be
personally binding on, nor shall any resort be had to the private
properties of, any of its trustees or board of directors and
officers, as the case may be, its investment manager, the general
partners thereof, or any beneficiaries, stockholders, employees,
or agents of Landlord or the investment manager.
[SIGNATURES ARE ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment
as of the day and year first above written.
LANDLORD:
PS BUSINESS PARKS, LP., A
CALIFORNIA LIMITED PARTNERSHIP
By: /s/ Xxxxxx Xxxxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Assistant Vice President
TENANT:
RAPTOR NETWORKS TECHNOLOGY, INC., A
CALIFORNIA CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxxxxxxxx
Title: CEO & President
By: /s/ Xxx Xxx Xxxxx
-------------------------------
Name: Xxx Xxx Xxxxx
Title: CFO
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