EXHIBIT 2.5
FIRST ADDENDUM
THIS ADDENDUM ("Addendum"), made and entered into as of the 12th day of
September, 2002, to that Lease dated January 7, 2002, is made by and between
EASTSIDE PROPERTIES, LLC (hereinafter called "Landlord"), and COLORADO MEDTECH,
INC. (hereinafter called "Tenant"). (Initially capitalized terms used herein
and not defined herein shall have the meaning ascribed to them in the Lease).
The parties hereto agree that, effective upon the first day of the first
full month following the issuance of a certificate of occupancy (temporary or
permanent), final inspection or other approval from the City of Boulder (the
"Governmental Approval") for the additional building constructed on the
Property (the "Effective Date"), the Lease is amended as follows:
1. The first sentence of Paragraph 2 is modified to read as follows
Commencing on the Effective Date, Landlord does hereby lease to Tenant
and Tenant hereby leases from Landlord that certain office and industrial space
(hereinafter called the "Premises") indicated on EXHIBIT A attached hereto and
by reference made a part hereof, said Premises are anticipated to have an area
of approximately 152,002 square feet (including the Common Areas, as hereinafter
defined) and comprise the entirety of that certain building known as the
EASTSIDE BUILDING ("Building"), located at 0000 X. 00xx Xxxxxx, Xxxxxxx,
Xxxxxxxx 00000 (the "Property"). After Landlord receives the Governmental
Approval, the architect in charge of overseeing the design and construction of
the Building will certify to Landlord and Tenant the actual, as-built square
footage in the Building. In the event that the actual, as-built square footage
in the Building is more or less than 152,002, then Landlord and Tenant shall
thereafter execute an amendment to this Lease modifying those provisions of the
Lease which vary relative to the square footage in the Building (including but
not limited to the Base Rent, Landlord's Contribution for Tenant Improvements,
and the capital reserve fund). Landlord and Tenant acknowledge and agree that
the square footage of the Building used for calculation of rental figures shall
in no event exceed 153,150.
2. Paragraph 3 is amended as follows:
TERM. The term of this lease ("Term") shall expire ten (10) years
after the Effective Date.
3. Paragraph 5a is modified to read as follows:
a. Beginning on the Effective Date and continuing on or before the
first day of each and every successive calendar month thereafter during the
Term hereof, Tenant agrees to pay to Landlord as basic rental, without prior
notice or demand, the sum of ONE HUNDRED TWELVE THOUSAND EIGHT HUNDRED
NINETY-ONE AND NO/100 Dollars ($112,891.00) ("Base Rent"). Rent for any period
during the Term hereof which is for less than one (1) month shall be a prorated
portion of the monthly installment herein, based upon the number of days such
Rent is due. Said Rent shall be paid to Landlord, without deduction or offset
except as set forth herein, in lawful money of the United States of America,
which shall be legal tender at the time of payment at 0000 00xx Xxxxxx, Xxxxx
000, Xxxxxxx, Xxxxxxxx 00000, or to such other person or at such other place as
Landlord may from time to time designate in
writing. In addition to payment of Base Rent, subject to adjustment as set forth
in Paragraph 32.a of the Lease (as modified by Paragraph 7 of this Addendum),
Tenant shall pay to Landlord the Occupancy Improvement Rent monthly in the
amount of TEN THOUSAND FIVE HUNDRED SEVENTY-TWO AND No/100 Dollars ($10,572.00).
4. Xxxxxxxxx 0x is modified to read as follows:
c. Subject to the potential adjustment which may result from the
verification of the square footage in the Building set forth in Paragraph 1
above, the monthly Base Rent due under the terms hereof shall at no time be less
than ONE HUNDRED TWELVE THOUSAND EIGHT HUNDRED NINETY-ONE AND NO/100 Dollars
($112,891.00).
5. Paragraph 6 is modified to read as follows:
Tenant has deposited with Landlord, a security deposit in the amount
of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00). The security deposit shall be
increased to the sum of EIGHTY THOUSAND AND NO/100 DOLLARS ($80,000.00). The
balance of THIRTY THOUSAND AND NO/100 DOLLARS ($30,000.00) shall be deposited
with Landlord within fifteen (15) days after mutual execution of this Addendum.
Said sum shall be held by Landlord as security for the faithful performance by
Tenant of all the terms, covenants, and conditions of this Lease to be kept and
performed by Tenant during the term hereof. If Tenant defaults with respect to
any provision of this Lease, including, but not limited to the provisions
relating to the payment of rent, Landlord may (but shall not be required to)
use, apply or retain all or any part of this security deposit for the payment of
any rent or any other sum in default, or for the payment of any amount which
Landlord may spend or become obligated to spend by reason of Tenant's default,
or to compensate Landlord for any other loss or damage which Landlord may suffer
by reason of Tenant's default. If any portion of said deposit is so used or
applied, Tenant shall within five (5) days after written demand therefor,
deposit cash with Landlord in an amount sufficient to restore the security
deposit to its original amount and Tenant's failure to do so shall be a material
breach of this Lease. Landlord shall not be required to keep this security
deposit separate from its general funds, and Tenant shall not be entitled to
interest on such deposit. If Tenant shall fully and faithfully perform every
provision of this Lease to be performed by it, the security deposit or any
balance thereof shall be returned to Tenant (or at Landlord's option, to the
last assignee of Tenant's interest hereunder) at the expiration of the Lease
term. In the event of termination of Landlord's interest in this Lease, Landlord
shall transfer said deposit to Landlord's successor in interest.
6. Paragraph 7.1 is modified to read as follows:
1. Subject to the potential adjustment which may result from the
verification of the square footage in the Building set forth in Paragraph 1
above, a reserve for replacement of heating, ventilating and air-conditioning
equipment, replacement of the roof, and parking lot, of SEVENTY-SIX THOUSAND
FOUR HUNDRED TWENTY-SIX AND NO/100 Dollars ($76,426.00) per annum.
7. The second paragraph of Paragraph 32a is modified to read as follows:
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Landlord's Contribution (as defined in the Work Letter) for Tenant
Improvements is $2,021,325.00; provided, however, Landlord agrees to finance the
cost of the Tenant Improvements up to a maximum of $2,521,325.00 (the "Occupancy
Improvement Rent"). To the extent that the cost of said improvements is less
than or exceeds $2,021,325.00, then the Occupancy Improvement Rent set forth in
Paragraph 5.a above shall increase or decrease by amortizing the increase or
decrease. If the cost of Tenant Improvements increase or decrease by $1,000, the
Occupancy Improvement Rent will increase or decrease by $13.22. Tenant shall
have the option of amortizing the actual amount of the Occupancy Improvement
Rent over ten (10) years at 10% per annum, or paying up front the actual
Amortized Tenant Finish Amount. Notwithstanding anything to the contrary herein,
Tenant shall be entitled, at its sole discretion, to prepay the entire amount of
the Occupancy Improvement Rent at anytime during the Term, so long as Landlord
has the flexibility to prepay its loan on the Property. In the event any
prepayment of Landlord's loan would result in the payment of prepayment
penalties, and Tenant elects to prepay the Occupancy Improvement Rent, in
addition to the Occupancy Improvement Rent, Tenant shall pay such prepayment
penalties.
8. Paragraph 33 is modified to read as follows:
LANDSCAPING. Landlord covenants and agrees that it will expend at
least One Hundred Fifty Thousand Dollars ($150,000) on landscaping improvements
to the Property which improvements will be completed no more than four (4)
months after the City of Boulder allows new landscaping to be installed.
Landlord acknowledges and agrees that such improvements are at Landlord's sole
cost and expense and are not to be added to Operating Expenses or deducted from
Tenant's improvement allowance.
9. If there is any conflict between the terms of this Addendum and the
terms of the Lease, the terms of this Addendum shall govern. Except as herein
specifically set forth, all other provisions of the Lease shall remain in full
force and effect and be binding upon the parties in accordance with their terms.
The Lease as hereby amended is in full force and effect, is hereby ratified and
affirmed by the parties, and is binding upon the parties in accordance with its
terms.
10. This Addendum may be executed in multiple counterparts, each of which
shall be deemed an original and all of which when taken together, shall
constitute a whole. It shall be fully executed when each party whose signature
is required has signed at least one counterpart notwithstanding that all parties
have not executed the same counterpart. The parties agree that signatures
transmitted by facsimile shall be binding as if they were original signatures.
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IN WITNESS WHEREOF, the undersigned have executed this document as of the
date above written.
LANDLORD: TENANT:
EASTSIDE PROPERTIES, LLC COLORADO MEDTECH, INC.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxx
--------------------------- ------------------------
Xxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxx
Manager Chief Financial Officer
0000 Xxxxxxx Xxxxxx, #000 0000 X. 00xx Xxxxxx
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
Tax I.D. 00-0000000 Tax I.D. 00-0000000
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