FIRST AMENDMENT TO LEASE
Exhibit
10.51
FIRST AMENDMENT TO LEASE
This
FIRST AMENDMENT TO LEASE (this "First Amendment") is made and entered into as of the
7th day of February, 2018, by and between 10900 WILSHIRE, L.L.C., a
Delaware limited liability company ("Landlord"), and CHROMADEX, INC., a
California corporation ("Tenant").
R E C I T A L S :
A. Landlord
and Tenant entered into that certain Lease, dated as of
July 6, 2017 (the "Office Lease"), as supplemented by that certain
Notice of Lease Term Dates, dated as of September 15, 2017
(the "Commencement Letter")
(the Office Lease and Commencement Letter shall be collectively
referred to herein as the "Lease"), whereby Landlord leases to
Tenant and Tenant leases from Landlord that certain space (the
"Existing Premises"), commonly known as
Suite 650, comprising 4,512 rentable (3,746 usable) square
feet of space and located on the sixth (6th) floor of the
building (the "Building") located at 00000 Xxxxxxxx
Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx.
B. Tenant
desires to (i) expand the Existing Premises to include that certain
space (the "Expansion
Premises") consisting of 2,429 rentable (2,017 usable)
square feet of space, commonly known as Suite 610 and located
on the sixth (6th) floor of the
Building, as delineated on Exhibit A
attached hereto and made a part hereof, and (ii) make other
modifications to the Lease, and in connection therewith, Landlord
and Tenant desire to amend the Lease as hereinafter
provided.
A G R E E M E N T :
NOW,
THEREFORE, in consideration of the foregoing recitals and the
mutual covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as
follows:
1. Capitalized
Terms. All capitalized terms when used herein shall have the
same meaning as is given such terms in the Lease unless expressly
superseded by the terms of this First Amendment.
2. Modification
of Premises. Notwithstanding any provision to the contrary
contained in the Lease, effective as of the date (the "Expansion Commencement Date") that is
five (5) Business Days following the date that this First Amendment
is fully executed and delivered by Landlord and Tenant and Landlord
has delivered exclusive possession of the Expansion Premises to
Tenant in the condition required in subsections (i) and (ii) of
this Section 2,
Tenant shall lease from Landlord and Landlord shall lease to Tenant
the Expansion Premises subject to the terms of this First
Amendment. Landlord shall (i) deliver exclusive possession of the
Expansion Premises to Tenant with all existing furniture, fixtures
and equipment and any other personal property removed, and (ii)
cause the Building Systems serving the Expansion Premises to be in
good working order upon the date of Landlord's delivery of the
Expansion Premises to Tenant. Consequently, effective upon the
Expansion Commencement Date, the Existing Premises shall be
increased to include the Expansion Premises. Except as otherwise
provided in this First Amendment, all references in the Lease and
this First Amendment to the "Premises" shall include the Existing
Premises and the Expansion Premises. Notwithstanding anything to
the contrary contained in the Lease, Landlord and Tenant hereby
stipulate to the rentable and usable square feet of the Expansion
Premises as set forth in Recital B above, and agree that
the Expansion Premises shall not be subject to remeasurement or
modification at any time during the Expansion Term (as that term is
defined in Section
3 below).
-1-
3. Expansion
Term. The term of Tenant's lease of the Expansion Premises
(the "Expansion Term")
shall commence on the Expansion Commencement Date and shall expire
(unless sooner terminated as provided in the Lease, as amended)
coterminously with Tenant's lease of the Existing Premises on
October 31, 2021 (the "Lease
Expiration Date").
4. Expansion
Premises Rent.
4.1. Expansion
Premises Fixed Rent. Notwithstanding any provision to the
contrary contained in the Lease, commencing on the Expansion
Commencement Date and continuing throughout the Expansion Term,
Tenant shall, in addition to any Fixed Rent payable with respect to
the Existing Premises under the Lease, pay to Landlord monthly
installments of Fixed Rent for the Expansion Premises as follows,
but otherwise in accordance with the terms of the
Lease:
|
Period During
Expansion Term
|
Monthly Fixed
Rent
|
|
Expansion
Commencement Date – November 30, 2018
|
$8,992.62*
|
|
December 1, 2018
– November 30, 2019
|
$10,687.60*
|
|
December 1, 2019
– November 30, 2020
|
$11,061.67
|
|
December 1, 2020
– Lease Expiration Date
|
$11,448.82
|
*Subject to abatement as provided in
Section 4.2
below.
Upon
Tenant's execution and delivery of this First Amendment to
Landlord, Tenant shall pay to Landlord $8,992.62, which shall be
applied to the prorated installment of monthly Fixed Rent due for
Expansion Premises for the month of February, 2018, with the
balance applied to the month of May, 2018, next payable for the
Expansion Premises.
4.2. Abatement
of Fixed Rent for Expansion Premises. Notwithstanding
anything in Section
4.1 above to the contrary, Tenant shall have no obligation
to pay Fixed Rent for the Expansion Premises for the periods and in
the amounts set forth in this Section 4.2 below, as follows:
(i) full abatement of Fixed Rent for the full calendar months of
March and April, 2018 of the Expansion Term in the aggregate amount
of $17,985.24; (ii) abatement of fifty percent (50%) of the monthly
Fixed Rent for the Expansion Premises for the month of August 2018
(i.e., $4,496.31); and (iii) full abatement of Fixed Rent for the
Expansion Premises for the months of September 2018, October 2018,
November 2018, January 2019, February 2019, March 2019 and April
2019 in the aggregate amount of $69,728.26. The total amount of
Fixed Rent to be abated pursuant to this Section 4.2 equals and shall
not exceed $92,209.81 (collectively, the "Expansion Premises Abatement"). The
period during which Fixed Rent is to be abated under this
Section 4.2 is
referred to herein as the "Expansion Premises Abatement Period").
Nothing contained in this Section 4.2 shall be
construed as relieving Tenant of its obligation to pay Tenant's
Operating Payment and Tenant's Tax Payment, and any and all parking
costs and taxes in connection with the "Expansion Premises Parking
Passes" payable under Section 6 below, during
the Expansion Premises Abatement Period. Landlord and Tenant
acknowledge that the terms and provisions of this Section 4.2 shall pertain to
Tenant's lease of the Expansion Premises under this First Amendment
only, and shall not affect or in any way modify any Rent payable by
Tenant under the Lease, as amended, with respect to the Existing
Premises.
4.3. Tenant's
Operating Payment and Tenant's Tax Payment for Expansion
Premises. Notwithstanding any provision to the contrary
contained in the Lease, commencing on the Expansion Commencement
Date, Tenant shall pay to Landlord Tenant's Operating Payment and
Tenant's Tax Payment in connection with the Expansion Premises in
accordance with the terms of Article 7 of the Office Lease,
provided that with respect to the calculation of Tenant's Operating
Payment and Tenant's Tax Payment in connection with the Expansion
Premises:
-2-
4.3.1 Commencing
on the Expansion Commencement Date and continuing through November
30, 2018, Tenant's Tax Payment and Tenant's Operating Payment shall
be equal to $980.08 per month; provided, however, Tenant shall not
be obligated to pay any such Tenant's Tax Payment and Tenant's
Operating Payment during the full calendar months of March and
April, 2018 of the Expansion Term; and
4.3.2 Commencing
on December 1, 2018, the Base Year shall be the calendar year 2019
and Tenant's Proportionate Share of Operating Expenses and Taxes
shall equal 1.0243% (it being acknowledged and agreed that (i)
commencing on December 1, 2018 and continuing through December 31,
2019, no monthly Operating Payment and Tax Payment shall be payable
and (ii) commencing in the calendar year 2020, Tenant shall
only be obligated to pay for Tenant's Proportionate Share of any
such Tenant’s Operating Payment and Tenant's Tax Payment to
the extent that the Operating Expenses and Taxes applicable to the
Expansion Premises in any Comparison Year (starting in 2020) exceed
the Operating Expenses and Taxes for the foregoing Base
Year).
5. Condition of
Premises; Expansion Premises Tenant Improvement
Allowance.
5.1. Condition
of Premises. Tenant acknowledges that it shall continue to
accept, the Existing Premises in its presently existing, "as-is"
condition, and, Landlord shall not be obligated to provide or pay
for any improvement work related to the improvement of the Existing
Premises. Additionally, Tenant hereby acknowledges and agrees to
accept the Expansion Premises, in its "as-is" condition, and that
except as expressly otherwise provided in Section 2 above and this
Section 5,
Landlord shall not be obligated to provide or pay for any
improvement work related to the improvement of Expansion Premises.
The terms of this Section
5.1 shall in no event alter or modify Landlord's repair and
maintenance obligations or any other obligations of Landlord under
the Lease, including the services required to be provided by
Landlord under the Lease, as and to the extent set forth in the
Lease. Tenant also acknowledges that neither Landlord nor any agent
of Landlord has made any representation or warranty regarding the
condition of the Existing Premises, the Expansion Premises, the
Building or the Real Property or with respect to the suitability of
any of the foregoing for the conduct of Tenant’s business in
the Existing Premises or the Expansion Premises. Notwithstanding
the foregoing, Landlord shall tender exclusive possession of the
Expansion Premises to Tenant on the Expansion Commencement Date
with the Building Systems serving the Expansion Premises in good
working order.
5.2. Expansion
Premises Tenant Improvement Allowance.
5.2.1 In
General. Subject to the terms of this Section 5.2.1 and
Section 5.2.2
below, Tenant shall be entitled to a one-time tenant improvement
allowance (the "Expansion Premises
Tenant Improvement Allowance") in the total amount of up to
Sixty-Nine Thousand Nine Hundred and 88/100 Dollars ($69,900.88)
(i.e., $23.72 per rentable square foot of the Expansion Premises
plus an additional $12,285.00) for the costs relating to the design
and construction of Tenant's improvements which are permanently
affixed to the Expansion Premises (the "Expansion Premises Tenant Improvements"). Tenant shall have the
right to use up to $36,435.00 of the Expansion Premises Tenant
Improvement Allowance (i.e., an up to $15.00 per rentable square
foot of the Expansion Premises) towards soft costs incurred by
Tenant in connection with the construction of the Expansion
Premises Tenant Improvements, including, including, without
limitation, costs incurred by Tenant to purchase and install
furniture, fixtures and equipment in the Expansion Premises. Except
as expressly provided in this Section 5.2, the Expansion
Premises Tenant Improvements shall be constructed as Alterations at
Tenant's sole cost and expense in accordance with the terms and
provisions of Article 5 of the Office
Lease, provided, however, that Tenant shall not be obligated to pay
to Landlord any supervision fees pursuant to the terms of
Section 5.6 of the
Lease in connection with the Expansion Premises Tenant
Improvements. Any portion of the Expansion Premises Tenant
Improvement Allowance not used by Tenant in accordance with the
terms of this Section 5.2 on or before
the first anniversary of the Expansion Commencement Date, shall
automatically revert to Landlord, and Tenant shall have no further
rights with respect thereto.
5.2.2 Disbursement
of Expansion Premises Tenant Improvement Allowance. During
the construction of the Expansion Premises Tenant Improvements,
Tenant may request, and Landlord shall make monthly disbursements
of the Expansion Premises Tenant Improvement Allowance for the
benefit of Tenant and shall authorize the release of monies for the
benefit of Tenant as follows:
-3-
5.2.2.1
Monthly
Disbursements. On or before the twentieth (20th) day of each
calendar month during the construction of the Expansion Premises
Tenant Improvements (the “Submittal Date”) (or such other
date as Landlord may designate), Tenant shall deliver to Landlord:
(i) a request for payment of the contractor retained to
construct the Expansion Premises Tenant Improvements, approved by
Tenant, (ii) executed mechanic’s lien releases, which lien
releases shall be conditional with respect to the then-requested
payment amounts and unconditional with respect to payment amounts
previously disbursed by Landlord or Tenant, which shall comply with
the applicable provisions of California Civil Code Sections 8132,
8134, 8136 and 8138 and (iii) all applicable invoices related to
the payment and disbursement request from all general contractors,
subcontractors, laborers, materialmen, and suppliers used by Tenant
for labor rendered and materials delivered to the Expansion
Premises in connection with the Expansion Premises Tenant
Improvements. Tenant’s request for payment shall be deemed
Tenant’s acceptance and approval (as between Tenant and
Landlord only) of the work furnished and/or the materials supplied
as set forth in Tenant’s payment request. On or before the
date occurring forty-five (45) days after the Submittal Date, and
assuming Landlord receives all of the information described in
items (i) through (iii), above, Landlord shall deliver a check to
Tenant in payment of the lesser of: (A) the amounts so requested by
Tenant, as set forth in this Section 5.2.2.1, above, up to
an aggregate total of ninety percent (90%) of the Expansion
Premises Tenant Improvement Allowance (the remaining ten percent
(10%) of the Expansion Tenant Improvement Allowance shall be the
“Final
Retention”), and (B) the balance of any remaining
available portion of the Expansion Premises Tenant Improvement
Allowance (not including the Final Retention), provided that
Landlord does not dispute any request for payment due to any
substandard work. Landlord’s payment of such amounts shall
not be deemed Landlord’s approval or acceptance of the work
furnished or materials supplied as set forth in Tenant’s
payment request.
5.2.2.2
Final
Retention. Subject to the provisions of this Section 5.2, a check for the
Final Retention payable to Tenant shall be delivered by Landlord to
Tenant following the completion of construction of the Expansion
Premises Tenant Improvements, provided that (i) Tenant delivers to
Landlord properly executed unconditional mechanics lien releases in
compliance with both California Civil Code Section 8134 and either
Section 8136 or Section 8138 from Tenant's contractor or
subcontractors and any other party which has lien rights in
connection with the construction of the Tenant Improvements, (ii)
Landlord has determined that no substandard work exists that
adversely affects the mechanical, electrical, plumbing, heating,
ventilating and air conditioning, life-safety or other systems of
the Building, the curtain wall of the Building, the structure or
exterior appearance of the Building, or any other tenant's use of
such other tenant's leased premises in the Building, and (iii)
Tenant delivers to Landlord a certificate from Tenant's architect
certifying that the construction of the Expansion Premises Tenant
Improvements has been completed.
6. Parking. In
connection with Tenant's lease of the Expansion Premises,
throughout the Expansion Term, Tenant shall have the right, but not
the obligation, in addition to the parking allotted to Tenant in
connection with Tenant's lease of the Existing Premises, to rent
from Landlord, up to eight (8) unreserved parking passes (the
"Expansion Premises Parking
Passes"), on a monthly basis, which Expansion Premises
Parking Passes shall pertain to and be located in the subterranean
parking garage of the Building Parking Facility. Tenant shall have
the right to convert up to one (1) such unreserved Expansion
Premises Parking Pass to a single reserved parking pass (which, for
purposes of this Section
6, shall also be deemed an Expansion Premises Parking Pass),
which reserved Expansion Premises Parking Pass shall be for a
single reserved parking stall located on the PA level of the
subterranean of the Building Parking Facility, the exact location
of which shall be mutually determined by Tenant and Landlord.
Notwithstanding any provision to the contrary contained in the
Lease, but subject to the terms of this Section 6, Tenant shall pay to
Landlord for Expansion Premises Parking Passes on a monthly basis
the applicable Parking Charge, which shall be inclusive of taxes,
from time to time at the location of such Expansion Premises
Parking Passes; provided, however, that Tenant shall have no
obligation to pay a Parking Charge for any Expansion Premises
Parking Passes rented by Tenant during the period from the
Expansion Commencement Date through the last day of the twelfth
(12th)
full calendar month of the Expansion Term (the "Expansion Parking Abatement Period").
Notwithstanding anything to the contrary contained in the Lease,
during the Expansion Parking Abatement Period, the Parking Charges
for the Expansion Premises Parking Passes shall be fixed, without
increase, at (i) $210.72 per unreserved Expansion Premises Parking
Pass per month, and (ii) at $316.16 per reserved Expansion Premises
Parking Pass per month (the foregoing rates are inclusive of
taxes). Commencing on the first day of the thirteenth
(13th)
full calendar month of the Expansion Term and continuing annually
thereafter, the Parking Charge for such Expansion Premises Parking
Passes shall not increase by more than three percent (3%) per
12-month period thereafter, on a cumulative, compounding basis,
over the Parking Charge for such Expansion Premises Parking Passes
in effect during the prior 12-month period. Except as expressly
otherwise provided in this Section 6, the terms and
provisions of Article 28 of the Office
Lease shall remain in effect and apply to Tenant's use of the
Expansion Premises Parking Passes. Landlord and Tenant acknowledge
and agree that the terms and provisions of this Section 6 shall pertain to
Tenant's parking rights with respect to the Expansion Premises
only, and shall not affect or in any way modify any parking rights
and obligations of Tenant under the Lease with respect to the
Existing Premises.
-4-
7. CASp. For
purposes of Section 1938(a) of the California Civil Code, Landlord
hereby discloses to Tenant, and Tenant hereby acknowledges, that
the Existing Premises and the Expansion Premises have not undergone
inspection by a person certified as a Certified Access Specialist
(CASp). In addition, the following notice is hereby provided
pursuant to Section 1938(e) of the California Civil Code: "A
Certified Access Specialist (CASp) can inspect the subject premises
and determine whether the subject premises comply with all of the
applicable construction-related accessibility standards under state
law. Although state law does not require a CASp inspection of the
subject premises, the commercial property owner or lessor may not
prohibit the lessee or tenant from obtaining a CASp inspection of
the subject premises for the occupancy or potential occupancy of
the lessee or tenant, if requested by the lessee or tenant. The
parties shall mutually agree on the arrangements for the time and
manner of the CASp inspection, the payment of the fee for the CASp
inspection, and the cost of making any repairs necessary to correct
violations of construction-related accessibility standards within
the premises." In furtherance of and in connection with such
notice: (i) Tenant, having read such notice and understanding
Tenant's right to request and obtain a CASp inspection and with
advice of counsel, hereby elects not to obtain such CASp inspection
and forever waives its rights to obtain a CASp inspection with
respect to the Existing Premises and Expansion Premises, the
Building and/or the Real Property to the extent permitted by
applicable Requirements now or hereafter in effect; and (ii) if the
waiver set forth in clause (i) hereinabove is not enforceable
pursuant to applicable Requirements now or hereafter in effect,
then Landlord and Tenant hereby agree as follows (which constitute
the mutual agreement of the parties as to the matters described in
the last sentence of the foregoing notice): (A) Tenant shall have
the one-time right to request for and obtain a CASp inspection,
which request must be made, if at all, in a written notice
delivered by Tenant to Landlord within thirty (30) days after the
Expansion Commencement Date; (B) any CASp inspection timely
requested by Tenant shall be conducted (1) between the hours of
9:00 a.m. and 5:00 p.m. on any Business Day, (2) only after ten
(10) days' prior written notice to Landlord of the date of such
CASp inspection, (3) in a professional manner by a CASp designated
by Landlord and without any testing that would damage the Expansion
Premises or Existing Premises, the Building or the Real Property in
any way, (4) in accordance with all of the provisions of the Lease,
as amended, applicable to Tenant contracts for construction, and
(5) at Tenant's sole cost and expense, including, without
limitation, Tenant's payment of the fee for such CASp inspection,
the fee for any reports and/or certificates prepared by the CASp in
connection with such CASp inspection (collectively, the
"CASp Reports") and all
other costs and expenses in connection therewith; (C) Landlord
shall be an express third party beneficiary of Tenant's contract
with the CASp, and any CASp Reports shall be addressed to both
Landlord and Tenant; (D) Tenant shall deliver a copy of any CASp
Reports to Landlord within two (2) Business Days after Tenant's
receipt thereof; (E) any information generated by the CASp
inspection and/or contained in the CASp Reports shall not be
disclosed by Tenant to anyone other than (I) contractors,
subcontractors and/or consultants of Tenant, in each instance who
have a need to know such information and who agree in writing not
to further disclose such information, or (II) any governmental
entity, agency or other person, in each instance to whom disclosure
is required by applicable Requirements or by regulatory or judicial
process; (F) Tenant, at its sole cost and expense, shall be
responsible for making any improvements, alterations, modifications
and/or repairs to or within the Existing Premises and Expansion
Premises to correct violations of construction-related
accessibility standards, including, without limitation, any
violations disclosed by such CASp inspection; and (G) if such CASp
inspection identifies any improvements, alterations, modifications
and/or repairs necessary to correct violations of
construction-related accessibility standards relating to those
items of the Building and/or the Real Property located outside the
Expansion Premises and Existing Premises, then Tenant shall be
responsible for performing any such improvements, alterations,
modifications and/or repairs as and to the extent required by
applicable Requirements to the extent provided in Section 8.1(a) of the Office
Lease and Landlord shall be responsible for performing any such
improvements, alterations, modifications and/or repairs as and to
the extent required by applicable Requirements to the extent
provided in Section
8.1(c) of the Office Lease.
8. Security
Deposit. Notwithstanding any provision to the contrary set
forth in the Lease, Landlord and
Tenant acknowledge that, in accordance with the terms of the Lease,
Tenant has previously delivered the sum of Forty-Two Thousand Five
Hundred Twenty-One and 55/100 Dollars
($42,521.55) to Landlord as
security for the faithful performance by Tenant of the terms,
covenants and conditions of the Lease. Concurrently with Tenant's
execution and delivery of this First Amendment to Landlord, Tenant
shall deposit with Landlord an amount equal to Twenty-Two Thousand
Eight Hundred Ninety-Seven and 64/100 Dollars ($22,897.64)
to be held by Landlord as an addition
to the existing Security Deposit. Accordingly,
notwithstanding anything in the Lease to the contrary, effective as
of the date hereof, the Security Deposit to be held by Landlord
pursuant to the Lease, as amended hereby, shall equal Sixty-Five Thousand Four Hundred Nineteen and
19/100 Dollars ($65,419.19).
-5-
9. Signage.
9.1. Entry
Signage. Tenant's identifying signage to the Expansion
Premises shall be provided by Landlord, at Landlord's cost, and
such signage shall be comparable to that used by Landlord for other
similar floors in the Building and shall comply with Landlord's
then-current Building standard signage program (it being
acknowledged and agreed by Landlord that any such signage may
include the installation of a Building standard door plaque at the
entrance of the Expansion Premises).
9.2. Directory.
Tenant shall have the right, at Landlord's cost, to have its name
located on one (1) line on the directory board located in the lobby
of the Building, in connection with its lease of the Expansion
Premises.
10. Brokers.
Landlord and Tenant hereby warrant to each other that they have had
no dealings with any real estate broker or agent in connection with
the negotiation of this First Amendment other than Tishman Speyer
Properties, L.P. and Xxxxxxx & Xxxxxxxxx of California, Inc.
(collectively, the "Brokers"), and that they know of no
other real estate broker or agent who is entitled to a commission
in connection with this First Amendment. Each party agrees to
indemnify and defend the other party against and hold the other
party harmless from any and all claims, demands, losses,
liabilities, lawsuits, judgments, and costs and expenses
(including, without limitation, reasonable attorneys' fees) with
respect to any leasing commission or equivalent compensation
alleged to be owing on account of the indemnifying party's dealings
with any real estate broker or agent, other than the Brokers. The
terms of this Section 10 shall survive
the expiration or earlier termination of the Lease, as
amended.
11. Limitation on
Liability. Notwithstanding any provision to the contrary
contained in the Lease, Landlord and Tenant acknowledge and agree
that the liability of Landlord for Landlord’s obligations
under the Lease, as amended, and any other documents executed by
Landlord and Tenant in connection with the Lease (collectively, the
"Lease Documents") shall be
limited to Landlord’s interest in the Real Property and
Tenant shall not look to any other property or assets of Landlord
or the property or assets of any direct or indirect partner,
member, manager, shareholder, director, officer, principal,
employee or agent of Landlord (collectively, the
“Landlord
Parties”) in seeking either to enforce
Landlord’s obligations under the Lease Documents or to
satisfy a judgment for Landlord’s failure to perform such
obligations; and none of the Landlord Parties shall be personally
liable for the performance of Landlord’s obligations under
the Lease Documents. In no event shall Landlord or the Landlord
Parties be liable for, and Tenant, on behalf of itself and all
other subtenants or occupants of the Premises and their respective
agents, contractors, subcontractors, employees, invitees or
licensees, hereby waives any claim for, any indirect, consequential
or punitive damages, including loss of profits or business
opportunity, arising under or in connection with the Lease
Documents.
12. Tax Status of
Beneficial Owner. Tenant recognizes and acknowledges that
Landlord and/or certain beneficial owners of Landlord may from time
to time qualify as real estate investment trusts pursuant to
Sections 856, et seq. of the Tax Code and that avoiding (a) the
loss of such status, (b) the receipt of any income derived under
any provision of the Lease, as amended, that does not constitute
“rents from real property” (in the case of real estate
investment trusts), and (c) the imposition of income, penalty or
similar taxes (each an “Adverse Event”) is of material
concern to Landlord and such beneficial owners. In the event that
the Lease, as amended, or any document contemplated hereby could,
in the opinion of counsel to Landlord, result in or cause an
Adverse Event, Tenant agrees to cooperate with Landlord in
negotiating an amendment or modification thereof and shall at the
request of Landlord execute and deliver such documents reasonably
required to effect such amendment or modification. Any amendment or
modification pursuant to this Section 12 shall be structured
so that the economic results to Landlord and Tenant shall be
substantially similar to those set forth in the Lease, as amended,
without regard to such amendment or modification. Without limiting
any of Landlord's other rights under this Section 12, Landlord may waive
the receipt of any amount payable to Landlord hereunder and such
waiver shall constitute an amendment or modification of the Lease,
as amended, with respect to such payment. Tenant expressly
covenants and agrees not to enter into any sublease or assignment
which provides for rental or other payment for such use, occupancy,
or utilization based in whole or in part on the net income or
profits derived by any person from the property leased, used,
occupied, or utilized (other than an amount based on a fixed
percentage or percentages of receipts or sales), and that any such
purported sublease or assignment shall be absolutely void and
ineffective as a conveyance of any right or interest in the
possession, use, occupancy, or utilization of any part of the
Premises.
13. Authority.
If Tenant is a corporation, trust, limited liability company or
partnership, each individual executing this First Amendment on
behalf of Tenant hereby represents and warrants that Tenant is a
duly formed and existing entity qualified to do business in
California and that Tenant has full right and authority to execute
and deliver this First Amendment and that each person signing on
behalf of Tenant is authorized to do so. In such event, Tenant
shall, within ten (10) days after Landlord's request, deliver to
Landlord satisfactory evidence of such authority, and, upon demand
by Landlord, Tenant shall also deliver to Landlord satisfactory
evidence of (i) good standing in Tenant's state of formation and
(ii) qualification to do business in California.
14. Conflict;
No Further Modification. In the event of any conflict
between the terms and provisions of the Lease and this First
Amendment, the terms and provisions of this First Amendment shall
prevail. Except as specifically set forth in this First Amendment,
all of the terms and provisions of the Lease shall remain
unmodified and in full force and effect.
[END
OF DOCUMENT; SIGNATURES CONTAINED ON FOLLOWING PAGE]
-6-
IN
WITNESS WHEREOF, this First Amendment has been executed as of the
day and year first above written.
|
"LANDLORD"
|
LANDLORD:
10900
WILSHIRE, L.L.C.,
a
Delaware limited liability company
By:
/s/ Xxxxxx
Xxxxxxxx
Name:
Xxxxxx
Xxxxxxxx
Title:
Senior Managing
Director
|
|
"TENANT"
|
CHROMADEX,
INC.,
a
California corporation
By:
/s/ Xxxxx
Xxxx
Name:
Xxxxx
Xxxx
Title:
CFO
By:
__________________________________
Name:
_______________________________
Title:
________________________________
|
-7-
EXHIBIT A
10900 WILSHIRE
OUTLINE OF EXPANSION PREMISES
-8-
