SECOND AMENDMENT TO LEASE
AGREEMENT (this "Agreement") made as of the 5th day of November,
2007 by and between REP A10 LLC, a Delaware limited liability company having
its principal office at 000 Xxxxxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000
(hereinafter called "Landlord"), and SCIENTIFIC INDUSTRIES, INC., a Delaware
corporation having an office at 00 Xxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxx 00000
(hereinafter called "Tenant").
RECITALS
WHEREAS, AIP Associates, predecessor-in-interest to Landlord and Tenant
entered into an Agreement of Lease dated as of October __, 1989 (the "Original
Lease") for the lease of 25,000 square feet of space (the "demise Premises" or
"Premises") in the building located at 00 Xxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxx (the
"Building");
WHEREAS, Tenant, by written notice to Landlord dated as of December
16, 1998, exercised its option pursuant to Article 38 of the Lease, to extend
the term of the Lease to and including December 31, 2004;
WHEREAS, Landlord and Tenant have entered into a First Amendment of
Lease dated as of September 1, 2004 (the "First Amendment"), whereby, among
other things, the term of the Lease was extended to and including January 31,
2010;
WHEREAS, Tenant, by written notice to Landlord dated as of October 26,
2007, has exercised its option pursuant to Article 38 of the Lease (as replaced
pursuant to Section 2.7 of the First Amendment (, to extend the term of the
Lease to and including January 31, 2015 (the "Extended Expiration Date"); and
WHEREAS, Landlord and Tenant desire to confirm Tenant's exercise of its
renewal option by entering into this Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which being hereby acknowledged, the parties agree as follows:
ARTICLE I
Definitions
1.1 The recitals are specifically incorporated into the body of this
Agreement and shall be binding upon the parties hereto.
1.2 Unless expressly set forth to the contrary and except as modified by
this Agreement, all capitalized or defined terms shall have the meanings
ascribed to them in the Lease.
1.3 The term "Lease", as used herein, shall mean and refer to the Original
Lease, as modified and amended by the First Amendment.
ARTICLE II
Lease Modifications
Effective as of the date hereof, the Lease is and shall be modified and
amended as follows:
2.1 Term. Article I of the Lease, as previously modified and amended by
Section 2.1 of the First Amendment, is hereby further modified and
amended to provide that the term of the Lease is extended to and including
the Extended Expiration Date, unless sooner terminated pursuant to any of
the provisions of the Lease. All references made in the Lease to the
"Expiration Date" or otherwise to the date upon which the term of the Lease
expires shall mean and refer to the Extended Expiration Date.
2.2 Rent. Article 3 of the Lease, as previously modified and amended by
Section 2.2 of the First Amendment, is hereby further modified and
amended as follows:
2.2.1 From the date hereof to and including January 31, 2010, Rent shall be
payable in accordance with the provisions of Article 38 of the Lease, as
modified and amended by Section 2.2.2 of the First Amendment.
2.2.2 From February 1, 2010 to and including the Extended Expiration Date,
Rent shall be payable as follows:
From February 1, 2010 to and including January 31, 2011, the Rent shall be
$205,310.16, payable in equal monthly installments of $17,109.18.
From February 1, 2011 to and including January 31, 2012, the Rent shall be
$213,522.60, payable in equal monthly installments of $17,793.55
From February 1, 2012 to and including January 31, 2013, the Rent shall be
$222,063.48, payable in equal monthly installments of $18,505.29.
From February 1, 2013 to and including January 31, 2014, the Rent shall be
$230,946.00, payable in equal monthly installments of $19,245.50.
From February 1, 2014 to and including January 31, 2015, the Rent shall be
$240,183.84, payable in equal monthly installments of $20,015.32.
2.3 Landlord Alterations.
2.3.1 Tenant hereby acknowledges that all work which was required to be
performed by Landlord under the Lease has been performed. Except for
Landlord's HVAC Work and Tenant's HVAC Work (as such terms are hereinafter
defined), Tenant accepts the Demised Premises in its current "as
is" condition and acknowledges that Landlord shall not be obligated to
perform any work or make any installations or incur any expense in order to
prepare the Demised Premises for Tenant's continued occupancy.
2.3.2 Tenant shall, at Tenant's cost and expense, replace the heating,
ventilating and air-conditioning units currently servicing the office areas
of the Demised Premises with comparable unties ("Tenant's HVAC Work").
Tenant's HVAC Work shall be performed in a good workmanlike manner,
in compliance with all applicable laws and in compliance with the
provisions of Article 9 of the Lease, as amended by Section 2.4 of the First
Amendment.
2.3.3 Landlord shall, at Landlord's cost and expense, replace the heating,
ventilating and air-conditioning units currently servicing the warehouse
areas of the Demised Premises with comparable units ("Landlord's HVAC
Work"). Landlord's HVAC Work shall be performed in a good
workmanlike manner, in compliance with all applicable laws. Tenant
hereby acknowledges that Landlord's HVAC Work shall be performed
while Tenant is occupying the Demised Premises. Tenant hereby
acknowledges and agrees that Landlord shall not be liable for any
inconvenience to Tenant or for interference with Tenant's business or use of
the Demised Premises during the performance of Landlord's HVAC Work.
Tenant and its employees, invitees, agents and contractors may use the
Demised Premises during the performance of Landlord's HVAC Work at
their own risk, and Landlord shall not be responsible for injury or damage to
property occasioned by the performance of Landlord's HVAC work unless
same is due to Landlord's negligence or willful misconduct.
ARTICLE III
Broker
3.1 Landlord and Tenant each represents to the other that this Agreement
was not brought about by any broker and all negotiations with respect to
this Agreement were conducted exclusively between Landlord and Tenant.
Landlord and Tenant agree that if any claim is made for commissions by any
broker through or on account of any acts of a party, such party will hold
the other party free and harmless from any and all liabilities and expenses
in connection therewith, including such other party's reasonable attorney's
fees and disbursements.
ARTICLE IV
Ratification
4.1 Tenant represents and warrants that the Lease is presently in full
force and effect, that no event of default has occurred on the part of
Landlord and that Tenant has no defense or right of offset in connection
with Landlord's performance under the Lease to this date.
4.2 The parties hereby ratify and confirm all of the terms, covenants and
conditions of the Lease, except to the extent that those terms, covenants
and conditions are amended, modified or varied by this Agreement. If there
is a conflict between the provisions of the Lease and the provisions of
this Agreement, the provisions of this Agreement shall control.
4.3 This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and/or assigns.
IN WITNESS WHEREOF, the parties have executed this First Amendment to
Lease as of the day and year first above written.
REP A10 LLC
By: Rechler Equity I LLC, its managing member
By: Rechler Equity MM I LLC, its managing member
By: Rechler Equity LLC, its managing member
By: /s/ Xxxxxxxx Xxxxxxx
Name:
Title:
SCIENTIFIC INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx Xxxxxx
Title: President
