SECOND AMENDMENT TO LEASE
Exhibit 10.15
SECOND AMENDMENT TO LEASE
THIS SECOND AMENDMENT TO LEASE (“the Amendment”), made as of the 24th day of December, 2018 (the “Effective Date”), by and between HILLSBOROUGH PARK, L.L.C., a Delaware limited liability company, having an address at 0000 Xxxxx 00, Xxxxx 000, Xxxxxxxxxx, Xxx Xxxxxx 00000 (hereinafter called “Landlord”) and PRIMUS GREEN ENERGY, INC., a New Jersey corporation having an address at 000 Xxxxxxxxx Xxxx, Xxxxxxxxxxxx, Xxx Xxxxxx 00000 (hereinafter called “Tenant”).
WITNESSETH:
WHEREAS, by that certain Lease Agreement dated March 1, 2011, as amended by a First Amendment to Lease dated as of June 15, 2015 (hereinafter collectively the “Lease”), Landlord leased to Tenant certain premises consisting of approximately Thirty-Four Thousand Three Hundred Eighty-Eight (34,388) square feet located in the Hillsborough Business Center located at 000 Xxxxxxxxx Xxxx, Xxxxxxxx 0, Xxxxxxxxxxxx, Xxx Xxxxxx 00000 (the “Premises”) as more particularly described in the Lease; and
WHEREAS, Tenant presently occupies the Premises and the Termination Date is currently April 30, 2019; and
WHEREAS, Xxxxxxxx and Xxxxxx are mutually desirous of amending the Lease to so as to, among other things, extend the Term, subject to and in accordance with the terms and conditions of this Amendment.
NOW, THEREFORE, in consideration of the sum of Ten ($10.00) Dollars and other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged by parties, Landlord and Tenant do hereby covenant and agree as follows:
1. All of the recital clauses hereinabove set forth are hereby incorporated by reference as though set forth verbatim and at length herein. For purposes of this Amendment, all capitalized terms shall have the meanings ascribed to them in the Lease unless otherwise defined herein.
2. Tenant’s Renewal Option contained in Section 71 of the Lease is hereby modified to amend the Second Renewal Option Term, as provided for in Paragraph 7 below, and upon execution of this Amendment, to extend the Lease Term for a period of one (I) year commencing on May 1, 2019 and terminating on April 30, 2020 (the “Extended First Renewal Option Term”), upon such terms and conditions as set forth in the Lease and this Amendment. Tenant acknowledges and agrees that it is leasing the Premises during the Extended First Renewal Option Term in its “AS IS”, “WHERE IS” condition. Tenant shall pay Base Rent during the Extended First Renewal Option Term as follows, subject to Paragraph 4 herein above.
| Period | NNN Rate PSF | Monthly Base Rent | ||||||
| 5/01/2019 thru 04/30/2020 | $ | 6.25 | $ | 17,910.42 | ||||
3. Section 71 of the Lease is hereby amended to provide as follows:
SECTION 71 —ONE (1) YEAR RENEWAL
It is expressly agreed and understood between the Landlord and the Tenant, provided that the Tenant is not then in default beyond any applicable notice and/or cure periods of any terms, conditions or covenant of said Lease, that Tenant shall have the option (“Second Renewal Option”) to extend the term of this Lease for one (I) renewal term of one (1) year, such renewal term, if timely exercised, to start immediately following the expiration of the Extended First Renewal Option Term, subject to mutual execution of an Amendment. The foregoing option shall be exercised, if at all, by Tenant providing the Landlord with a written notice within six (6) months prior to the expiration of the Extended First Renewal Option Term, TIME HEREBY BEING MADE OF THE ESSENCE. Tenant’s triple net Base Rent during the renewal periods shall be based on the following schedule. If Tenant fails to provide the Landlord with the required six (6) month written notification, it is agreed between both parties that this Lease shall terminate and the Tenant shall surrender the Premises in the condition required under the Lease, including by way of example but not limitation Section 19 and Section 20, and the three (3) letters dated May 1, 2013, attached hereto as Exhibit B, and repair any and all injury done by or in connection with the installation or removal of said property and surrender the keys and Premises to the Landlord, broom clean and in satisfactory condition, ordinary wear excepted. Tenant’s obligations shall include the removal of the improvements shown on the photo contained in Exhibit A attached hereto.
Second Renewal Option Term Base Rent Schedule
| Period | NNN Rate PSF | Monthly Base Rent | ||||||
| 5/01/2020 thru 04/30/2021 | $ | 6.50 | $ | 18,626.83 | ||||
4. Landlord and Tenant agree that Section 75 of the Lease is hereby deleted in its entirety.
5. Except as modified by this Amendment, the Lease and all the covenants, agreements, terms, provisions and conditions thereof shall remain in full force and effect and are hereby ratified and affirmed. The covenants, agreements, terms, provisions arid conditions contained in this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. In the event of any conflict between the terms contained in this Amendment and the Lease, the terms herein contained shall supersede and control the obligations and liabilities of the parties.
6. This Amendment may be executed in several counterparts, via facsimile, or via PDF each of which shall be deemed an original, and all such counterparts shall together constitute one in the same instrument.
7. The submission of this Amendment for examination becomes effective only upon execution and delivery thereof by Landlord and Xxxxxx.
8. This
Amendment shall be binding upon and inure to the benefit of, the parties hereto and their respective successors. This Amendment shall
be governed and construed in accordance with the laws of the state in which the Premises are located.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto execute this Amendment by their respective duly authorized representative as of the day and year first above written.
| WITNESS: | HILLSBOROUGH PARK, LLC, a Delaware limited liability company (Landlord) | ||
| By: | /s/ Xxxxx X. Xxxxxxx | ||
| Name: | Xxxxx X. Xxxxxxx | ||
| Title: | Managing Member | ||
| WITNESS: | PRIMUS GREEN ENERGY, INC., a New Jersey corporation (Tenant) | ||
| By: | /s/ X.X. Xxxxxx | ||
| Name: | Xxxxxx Xxxxxx | ||
| Title: | CEO | ||
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EXHIBIT “A”
A-1
EXHIBIT “B”
Hillsborough Park. L.L.C.
000 Xxxxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
P.O. Box 6989
Hillsborough, New Jersey 08844
May 1, 2013
Primus Green Energy
000 Xxxxxxxxx Xxxx
Xxxxxxxxxxxx, Xxx Xxxxxx 00000
| RE: | Lease Agreement dated, March 1. 2011, between I Hillsborough
Park, L.L.C. (“Landlord”) and Primus Green Energy (“Tenant”) Premises: 000 Xxxxxxxxx Xxxx, Building 2. Hillsborough, NJ |
Gentlemen;
This shall acknowledge our approval to construct and your delivery of plans received by our office on April 24, 2013, us set forth below in conjunction with certain improvements you intend to make to the Premises:
| 1. | JT Engineering S-1.1 Pipe Support dated January 25. 2013 and last revised SK.01 prepared by Xxxxxxxxx Architect dated January 31, 2013. |
We have reviewed the plans and given their complexity and interrelationship, we wish to advise you pursuant to Section 19 of the Lease, these improvements will all need to be removed at the expiration or sooner termination of the Lease.
| Very truly yours. | ||
| Hillsborough Park L.L.C. | ||
| By: | /s/ Xxxxx. X. Xxxxxx | |
| Xxxxx X. Xxxxxxx | ||
| Managing Member | ||
| Acknowledgement | ||
| Primus Green Energy: | ||
| By: | /s/ Xxx Xxxxx | |
| Xxx Xxxxx | ||
B-1
Xxxx Xxx Xxxxxxxx, AIA
A LIMITED LIABILITY COMPANY
| April 24, 2013 | ARCHITECTURE PROJECT MANAGEMENT DEVELOPMENT |
HILLSBOROUGH PARK, L.L.C.
000 Xxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
| Re | Lease Agreement dated 3/1/2011 |
PRIMUS GREEN ENERGY
Block: 200.04 Xxx: 0
000 Xxxxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
LETTER OF TRANSMITTAL
Pine Support
Dear Sirs:
On behalf of PRIMUS GREEN ENERGY please accept this lever of transmittal and the attached information regarding the above referenced Lease Agreement and tenant improvements The following items are attached for your review and approval
1. Drawing SI I prepared by JT Engineering dated 1/25/13
2 Drawings SK.01 prepared by Xxxxxxxxx Architect dated 31 March 2013
I trust that this request is sufficient to process this application. Please let me know if you require further information or actions from PRIMUS GREEN ENERGY or their design team.
Thank you for your cooperation in this matter
| /s/ Xxxx Xxx Xxxxxxxx | |
| Xxxx Xxx Xxxxxxxx, AIA |
B-2
Hillsborough Park. L.L.C.
000 Xxxxxx Xxxx
Xxxxxxxx 0. Suite 507
P.O. Box 6989
Hillsborough, New Jersey 08844
May 1.2013
Primus Green Energy
000 Xxxxxxxxx Xxxx
Xxxxxxxxxxxx, Xxx Xxxxxx 00000
| RE: | Lease Agreement dated, March 1, 2011. between Hillsborough
Park, L.L.C. (“Landlord”) and Primus Green Energy (“Tenant”) Premises: 000 Xxxxxxxxx Xxxx, Building 2. Hillsborough, NJ |
Gentlemen:
This shall acknowledge our approval to construct and your delivery of plans received by our office on April 24. 2013, as set forth below in conjunction with certain improvements you intend to make to the Premises:
1. JT Engineering: S1.1 -Partial Roof Framing Pion & Details dated February 27, 2013 and last revised March 7, 2013.
2. Xxxxxxxxx Architect: A000-Title Sheet dated March IX, 2013 and last revised March 18, 2013.
3. Xxxxxxxxx Architect. A010-General Notes and Specifications dated March 18, 2013 and last revised March 18, 2013.
4. Xxxxxxxxx Architect: A100-Floor Plan and Reflected Ceiling Plan & Details dated March 18. 2013 and last revised March 18. 2013.
5. Xxxxxxxxx Architect: A600-Door and Finish Schedules & Details dated March 18. 2013 and last revised March 18. 2013.
6. Xxxxxxxxx Architect: MI-Mechanical Plan Sched’s & Specs last revised March 18. 2013
7. Xxxxxxxxx Architect. E I - Electrical Lighting. Sched’s & Specs last revised March 18. 2013.
8. Xxxxxxxxx Architect. E2- Electrical Power Sched’s & Risers last revised March 18, 2013.
9. Xxxxxxxxx Architect: PI-Plumbing Plan Riser & Sched’s last received March I8. 2013.
B-3
We have reviewed the plans and given their complexity and interrelationship, we wish to advise you pursuant to Section 19 of the Lease, these improvements will all need to be removed at the expiration or sooner termination of the Lease.
| Very truly yours, | ||
| Hillsborough Park L.L.C. | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Xxxxx X. Xxxxxxx | ||
| Managing Member | ||
| Acknowledgement: | ||
| Primus Green Energy: | ||
| By: | /s/ Xxx Xxxxx | |
| Xxx Xxxxx | ||
B-4
Hillsborough Park. L.L.C.
000 Xxxxxx Xxxx
Xxxxxxxx 0. Suite 507
P.O. Box 6989
Hillsborough. New Jersey 08844
May 1, 2013
Primus Green Energy
000 Xxxxxxxxx Xxxx
Xxxxxxxxxxxx, Xxx Xxxxxx 00000
| RE: | Lease Agreement dated. March 1, 2011, between Hillsborough
Park. L.L.C. (“Landlord”) and Primus Green Energy (“Tenant”) Premises: 000 Xxxxxxxxx Xxxx. Building 2. Hillsborough, NJ |
Gentlemen:
This shall acknowledge our approval to construct and your delivery of plans received by our office on April 24. 2013. us set forth below in conjunction with certain improvements you intend to make to the Premises:
1. Xxxxxxxxx Architect: A000-Title Sheet last revised October 18. 2012.
2. Xxxxxxxxx Architect: A010-General Notes and Specifications revised September 7, 2012.
3. Xxxxxxxxx Architect: A110-Roof Plan & Details dated September 5, 2012 and last revised September 7, 2012.
4. Xxxxxxxxx Architect: A 1 00-Floor Plan & Details dated April 11, 2012 and last revised March 11, 2013.
5. Xxxxxxxxx Architect: A400-Reflected Ceiling Plan & Details dated April 11, 2012 and last revised March 11, 2013.
6. Xxxxxxxxx Architect: A600-Door & Finish Schedules & Details dated April 11, 2012 and last revised March 11, 2013.
7. Xxxxxxxxx Architect: M1- Mechanical Plan dated April 11, 2012 and last revised March 11. 2013.
8. Xxxxxxxxx Architect: M2-Mechanical Schedules dated April 11, 2012 and last revised March 11, 2013.
9. Xxxxxxxxx Architect: El-Interim Office & Elec. Lighting dated April 11, 2012 and last revised March 11, 2013.
10. Xxxxxxxxx Architect: E2- Interim Office & Elec. Power dated April 11, 2012 and last revised March 11, 2013.
11. Xxxxxxxxx Architect: 113- Interim Office Specs & Riser dated April 11, 2012 and last revised March 11. 2013.
12. Xxxxxxxxx Architect: PI- Plumbing Plan dated April 11, 2012 and last revised March 11, 2013.
13. Xxxxxxxxx Architect: P2- Plumbing Riser Diagrams & Schedule dated April 11, 2012 and last revised March 11, 2013.
B-5
We have reviewed the plans and given their complexity and interrelationship. we wish to advise you pursuant to Section 19 of the Lease, these improvements’ will all need to be removed at the expiration or sooner termination of the Lease.
| Very truly yours. | ||
| Hillsborough Park L.L.C. | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Xxxxx X. Xxxxxxx. | ||
| Managing Member | ||
| Acknowledgement: | ||
| Primus Green Energy | ||
| By: | /s/ Xxx Xxxxx | |
| Xxx Xxxxx | ||
B-6
