AMENDMENT TO LEASE
Exhibit 10.3
AMENDMENT TO
This Amendment (this “Amendment”) to Lease is entered into effective as of the 2nd day of
August, 2005 by and between SUMO HOLDINGS MARYLAND, LLC, a California limited liability company
(hereinafter referred to as “Landlord”) and LEET-MELBROOK, INC. (hereinafter referred to as
“Tenant”).
RECITALS
A. On December 7, 1995, Xxxxxxx X. Xxxxxxxx and Xxxxxxxx X. Xxxxxxxx (collectively
referred to as “the Dietricks”) and Tenant entered into a Lease Agreement (“Lease”) for the
premises commonly known as 00000 Xxxxxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxx (the “Demised Premises”).
A copy of the Lease is attached hereto as Exhibit A.
B. On November 8, 2001 the Dietricks assigned all of their right, title and
interest in and to the Lease to Landlord (the “Assignment”). A copy of the Assignment is attached
hereto as Exhibit B.
C. The parties now desire to amend the Lease on the terms and conditions set forth
in this Amendment.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereby amend the Lease upon the terms and subject to the conditions set
forth in this Amendment:
1. Capitalized Terms. Capitalized terms not defined in this Amendment
shall have the meanings set forth in the Lease.
2. Section 2(b) of the Lease is hereby amended to read in full as follows:
“(b) Provided the Tenant is not then in Default, Tenant shall
have the right, exercisable not less than six (6) months prior to
the Termination Date, to extend this Lease for an additional period
of five (5) years (“First Option Period”), upon the same terms and
conditions as set forth herein for the initial term (other than this
option to extend). Provided that Tenant is not then in Default,
Tenant shall have the right, exercisable not less than six (6)
months prior to the expiration of the extended term, to extend this
Lease for two (2) additional periods of five (5) years each (each
such five (5) year period shall be referred to as a “Subsequent
Option Period”), upon the same terms and conditions as set forth in
this Lease, other than the
amount of rent which shall be determined as provided in Section 3(f)
of this Lease.”
3. Section 3(b) of the Lease is hereby amended to read in full as follows:
“(b) Commencing with the second lease year and for each
subsequent lease year during the original term and during the First
Option Period, basic annual rent shall be increased annually by an
amount equal to two percent (2%) of the basic annual rent payable
during the preceding lease year.”
4. Section 3 “Rent and Other Charges” is hereby amended by adding the following
subparagraph (f):
“(f) The basic annual rent payable by Tenant during each of the
Subsequent Option Periods shall equal the fair market rental rate
for the Demised Premises as of the first day of each such five (5)
year Subsequent Option Period; however, in no event shall such basic
annual rent be less than the basic annual rent payable for the month
immediately preceding the rent adjustment. At least ninety (90)
days prior to the date of the commencement of the term of the
applicable Subsequent Option Period, Landlord will notify Tenant in
writing of its determination of the fair market rental rate for the
Demised Premises. If Tenant does not provide Landlord with written
objection of Landlord’s value within ten (10) days of Landlord’s
notification, Tenant shall be deemed to have accepted Landlord’s
value. If Tenant notifies Landlord in writing that Tenant does not
accept Landlord’s value, then each party hereto shall within twenty
(20) days of Landlord’s notification appoint one representative who
shall be an MAI real estate appraiser experienced in the appraisal
of commercial space in Gaithersburg, Maryland to act as appraiser.
The two appraisers so appointed shall determine the fair market
rental rate for the Demised Premises in writing within thirty (30)
days of Landlord’s notification.
In the event the two appraisers cannot agree on the fair market
rental rate for the Demised Premises, they shall appoint a third
appraiser who shall be similarly qualified. In the event the first
two appraisers cannot agree on a third appraiser, either Landlord or
Tenant may apply to the presiding judge of the Circuit Court in the
County of Xxxxxxxxxx for the appointment of such third appraiser.
The third appraiser shall independently determine the fair market
rental rate for the Demised Premises and shall within ten (10) days
of his or her appointment select the fair market rental rate of one
of the first two appraisers which most closely approximates his own.
The third appraiser shall have no right to adopt a compromise or
middle ground or any modification of either fair market rental rate
proposed by the first two appraisers. The fair market rental rate
chosen by the third appraiser as most closely approximating his or
her determination
shall constitute the final fair market rental rate for the Demised
Premises.
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Each party shall pay the charges of the appraiser appointed by
it and any expenses incurred by such appraiser. The charges and
expenses of the third appraiser shall be paid by the parties hereto
in equal shares. In the event Landlord or Tenant fails to appoint
an appraiser within the time specified or such appraiser fails to
present a fair market rental rate for the Demised Premises within
the time specified, the determination of the other party’s appraiser
shall be final. In the event the third or any subsequent appraiser
fails to choose a fair market rental rate for the Demised Premises
of one of the first two appraisers within the time specified, then
the first two appraisers shall select a subsequent third appraiser
and a new ten (10) day period shall begin.
The basic annual rent payable by Tenant for each Subsequent
Option Period shall be determined in accordance with the procedures
and provisions of this section 3(f).”
5. Counterparts. This Amendment may be executed in counterparts, each of
which shall be deemed an original and all of which shall constitute one instrument.
6. Other Terms and Conditions. All other terms and conditions of the
Lease will continue in full force and effect except as expressly modified in this Amendment. The
terms and conditions of the Lease are incorporated by reference and the terms and conditions of
this Amendment are incorporated into the Lease.
IN WITNESS WHEREOF, the parties have executed this Amendment effective as of
August 2, 2005.
| LANDLORD: | ||||
| SUMO HOLDINGS MARYLAND, LLC, a | ||||
| California limited liability company | ||||
| By: | /s/ Xxxxxxxxxxxxx Xxxxxxxxxxxx | |||
| XXXXXXXXXXXXX XXXXXXXXXXXX | ||||
| Its: | Manager | |||
| TENANT | ||||
| LEET-MELBROOK, INC. | ||||
| By: | /s/ Xxxx X. Xxxx | |||
| XXXX X. XXXX | ||||
| Its: | CFO | |||
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