THIRD AMENDMENT TO LEASE
EXHIBIT
10.1
THIRD
AMENDMENT TO LEASE
I. PARTIES
AND DATE.
This
Amendment to Lease dated March 14, 2006, is by and between THE IRVINE COMPANY
LLC, a Delaware limited liability company, formerly The Irvine Company, a
Delaware corporation ("Landlord"), and ACACIA RESEARCH CORPORATION, a Delaware
corporation ("Tenant').
II. RECITALS.
On
January 28, 2002, Landlord and Tenant entered into an office space lease for
space in a building located at 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx
Xxxxx, Xxxxxxxxxx ("Premises"), which lease was amended by a First Amendment
to
Lease dated August 13, 2004, wherein Suite 780 was added to the Premises, and
a
Second Amendment to Lease dated February 9, 2005, wherein Suite 750 was added
to
the Premises (as amended, the "Lease").
Landlord
and Tenant each desire to modify the Lease to extend the Lease Term, adjust
the
Basic Rent, and make such other modifications as are set forth in "III.
MODIFICATIONS" next below.
III. MODIFICATIONS.
A. Basic
Lease Provisions.
The
Basic Lease Provisions are hereby amended as follows:
1. Item
5 is
hereby deleted in its entirety and the following substituted in lieu
thereof:
"5.
Lease
Term: The Term of this Lease shall expire at midnight on February 29,
2012."
2. Effective
as of February 15, 2007, Item 6 shall be deleted in its entirety and the
following shall be substituted in lieu thereof:
"6.
Basic
Rent: Forty-Five Thousand Five Hundred Twenty-Five Dollars ($45,525.00) per
month.
Rental
Adjustments:
Commencing
February 15, 2008, the Basic Rent shall be Forty-Seven Thousand Three Hundred
Forty-Six Dollars ($47,346.00) per month.
Commencing
February 15, 2009, the Basic Rent shall be Forty-Nine Thousand Two Hundred
Thirty-Nine Dollars and Eighty-Four Cents ($49,239.84) per month.
Commencing
February 15, 2010, the Basic Rent shall be Fifty-One Thousand Two Hundred Nine
Dollars and Forty-Three Cents ($51,209.43) per month.
Commencing
February 15, 2011, the Basic Rent shall be Fifty-Three Thousand Two Hundred
Fifty-Seven Dollars and Eighty-One Cents ($53,257.81) per month."
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3. Effective
as of February 15, 2007, Item 7 shall be deleted in its entirety and the
following shall be substituted in lieu thereof:
"7.
Property Tax Base: The Property Taxes per rentable square foot incurred by
Landlord and attributable to the twelve month period ending June 30,
2007.
Building
Cost Base: The Building Costs per rentable square foot incurred by Landlord
and
attributable to the twelve month period ending June 30, 2007.
Expense
Recovery Period: Every twelve month period during the Term (or portion thereof
during the first and last Lease years) ending June 30."
4. Effective
as of February 15, 2007, Item 12 shall be deleted in its entirety and the
following shall be substituted in lieu thereof:
"12.
Parking: Forty-Four (44) unreserved vehicle parking spaces."
B. Operating Expenses.
Notwithstanding any contrary provision in the Lease, Landlord hereby agrees
that
Tenant shall not be obligated to pay Landlord for Operating Expenses accruing
during the twelve (12) month period commencing February 15, 2007.
C. Right of First Offer.
Section
2.4 of the Lease entitled "Right of First Offer' is hereby deleted in its
entirety and nothing shall be substituted in lieu thereof.
D. Right to Extend This Lease.
Section
3.2 of the Lease entitled "Right to Extend This Lease" shall remain in full
force and effect during the extension period ending February 29,
2012.
E. Parking.
Notwithstanding any contrary provision in the Lease, effective as of February
15, 2007, Landlord shall provide to Tenant, and Tenant may lease from Landlord,
all or a portion of the vehicle parking spaces set forth in Item 12 of the
Basic
Lease Provisions (as reflected
in the revised parking allotment set forth in Section III.A.4 oft is Amendment)
(the "Allotted Stalls"). Landlord agrees that Tenant may convert up to ten
(10)
of the Allotted Stalls to reserved stalls by providing written notice of such
election to Landlord prior to February 15, 2007 (the "Converted Stalls"). Tenant
acknowledges that, if such written notice of election is not delivered to
Landlord prior to February 15, 2007, then the conversion of the unreserved
stalls to reserved stalls shall be subject to the month to month availability
of
such reserved stalls as determined by Landlord. Any of the Allotted Stalls
(including the Converted Stalls) that Tenant fails to lease continuously from
and after February 15, 2007, shall thereafter be at Landlord's scheduled rates
from time to time. Effective as of February 15, 2007 and subject to the
foregoing, the stall charges for the foregoing stalls shall be Seventy Dollars
($70.00) per unreserved Allotted Stall per month, and One Hundred Dollars
($100.00) per Converted Stall per month, if applicable; provided that each
of
such rates shall be increased in the amount of Five Dollars ($5.00) per month
on
each annual anniversary of February 15, 2007, commencing February 15, 2008
and
continuing through February 29, 2012. Thereafter, the stall charges shall be
at
Landlord's scheduled parking rates from time to time.
F. Tenant
Improvement.
Subject
to the provisions below, Landlord shall cause its contractor to repaint all
painted wall surfaces in the Premises with Landlord's building standard paint.
Landlord's total contribution for the Tenant Improvements shall not exceed
Twenty-Two Thousand Ninety-Six Dollars ($22,096.00) ("Landlord Contribution").
It is understood that Landlord shall be entitled to a supervision/administrative
fee equal to five percent (5%) of the total hard and soft construction cost,
which fee shall be paid from the Landlord Contribution. Any excess cost shall
be
borne solely by Tenant and shall be paid to Landlord within ten (10) days
following Landlord's billing for such excess cost. It is further understood
that
the re-painting shall be completed during Tenant's occupancy of the Premises.
In
this regard, Tenant agrees to assume any risk of injury, loss or damage which
may result and that no rental abatement shall result while the Premises are
being repainted. Tenant further agrees that it shall be solely responsible
for
relocating its office equipment, furniture and furnishings in the Premises
as
necessary in order to accommodate such improvement work. Tenant shall notify
Landlord in writing if and when it desires to have Landlord perform the
foregoing work and shall allow Landlord sufficient access to the Premises
therefor; provided, however, that if the Tenant Improvements are not completed
by February 15, 2008, for any reason other than a delay caused by Landlord,
then
Landlord shall have no further responsibility to perform any such
work.
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IV. GENERAL.
A. Effect
of Amendments.
The
Lease shall remain in full force and effect except to the extent that it is
modified by this Amendment.
B. Entire
Agreement.
This
Amendment embodies the entire understanding between Landlord and Tenant with
respect to the modifications set forth in "III. MODIFICATIONS" above and can
be
changed only by a writing signed by Landlord and Tenant.
C. Counterparts.
If this
Amendment is executed in counterparts, each is hereby declared to be an
original; all, however, shall constitute but one and the same amendment. In
any
action or proceeding, any photographic, photostatic, or other copy of this
Amendment may be introduced into evidence without foundation.
D. Defined
Terms.
All
words commencing with initial capital letters in this Amendment and defined
in
the Lease shall have the same meaning in this Amendment as in the Lease, unless
they are otherwise defined in this Amendment.
E. Authority.
If
Tenant is a corporation, limited liability company or partnership, or is
comprised of any of them, each individual executing this Amendment for the
corporation, limited liability company or partnership represents that he or
she
is duly authorized to execute and deliver this Amendment on behalf of such
entity and that this Amendment is binding upon such entity in accordance with
its terms.
F. Attorneys'
Fees.
The
provisions of the Lease respecting payment of attorneys' fees shall also apply
to this Amendment.
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V. EXECUTION.
Landlord
and Tenant executed this Amendment on the date as set forth in "I. PARTIES
AND
DATE." above.
|
LANDLORD:
|
TENANT: | ||
| THE IRVINE COMPANY LLC | ACACIA RESEARCH CORPORATION | ||
| By: /S/ XXXXXX X. CASE | By: /S/ XXXX X. XXXX | ||
|
Xxxxxx
X. Case
Senior
Vice President,
Leasing
Office Properties
|
Printed
Name: Xxxx Xxxx
Title:
Chairman & CEO
|
| By: /S/ XXXXXX X. XXXXXX | By: /S/ XXXXXXX X. XXXXXX | ||
|
Xxxxxx
X. Xxxxxx
Vice
President,
Office
Properties
|
Printed
Name: Xxxxxxx X. Xxxxxx
Title:
CFO
|
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