FIRST AMENDMENT TO LEASE
EXHIBIT
4.3
FIRST
AMENDMENT TO LEASE
This
FIRST AMENDMENT TO LEASE (this "Amendment") is entered into as of the
1st
day of
June, 2007 by and between SFERS
REAL ESTATE K LIMITED PARTNERSHIP,
an Ohio
limited partnership, by RREEF MANAGEMENT COMPANY, a Delaware corporation
("Landlord"), and BIO-BRIDGE
SCIENCE INC., a
Delaware corporation ("Tenant"), for certain premises located in the building
commonly known as 0000 Xxxx 00xx
Xxxxxx,
Xxx Xxxxx, Xxxxxxxx (the "Building").
RECITALS
WHEREAS,
Landlord and Tenant are parties to that certain Lease with a Lease Reference
Date of July 20, 2004 (the "Lease") for approximately 1,253 rentable square
feet
on the sixth floor of the Building commonly known as Suite #615 (the
"Premises"); and
WHEREAS,
the term of the Lease is scheduled to expire on August 31, 2007.
WHEREAS,
Landlord and Tenant desire to extend the term of the Lease as set forth herein.
NOW,
THEREFORE, in consideration of the foregoing recitals and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby agree to amend the Lease as
follows:
AGREEMENT
Capitalized
Terms.
All
capitalized terms used herein shall have the same meanings ascribed to them
in
the Lease, unless otherwise defined in this Amendment.
Term.
The Term of the Lease is hereby extended by three (3) years commencing September
1, 2007 and continuing until August 31, 2010 (the "Renewal Term") on the terms
and conditions herein contained and otherwise contained in the
Lease.
Rent
Schedule.
During the Renewal Term, Tenant shall pay the Annual Rent and the Monthly
Installments thereof as follows:
|
Period
|
Annual
Rent
per
square foot
|
Annual
Rent
|
Monthly
Installment
of
Rent
|
|
9/1/07-9/30/07
|
$0.00
|
$0.00
|
$0.00
|
|
10/1/07-8/31/08
|
$21.75
|
$27,252.75
|
$2,271.07
|
|
9/1/08-8/31/09
|
$22.25
|
$27,879.25
|
$2,323.27
|
|
9/1/09-8/31/10
|
$22.75
|
$28,505.75
|
$2,375.45
|
4. Base
Year.
The
Base Year (Expenses) shall be 2007 and the Base Year (Taxes) shall be 2007
(payable in 2008).
5. Condition
of Premises.
Landlord hereby agrees to shampoo the carpet in the Premises and replace all
light bulbs that are not operational. Except as set forth herein, Tenant agrees
that Landlord shall have no obligation to perform any construction or make
any
improvements or alterations in connection with this Amendment, and Tenant
acknowledges and agrees that all construction obligations of Landlord, or
agreements to provide allowances therefor, under the Lease have been performed
in full and accepted.
6. Brokers.
Tenant
represents and warrants to Landlord that no real estate broker, agent,
commissioned salesperson or other person has represented Tenant in the
negotiations of this Amendment. Tenant agrees to indemnify and hold Landlord
harmless from and against any claim for any such commissions, fees or other
form
of compensation by any such third party claiming through the Tenant, including
without limitation, any brokers specifically named in the Lease, including
without limitation, any and all claims, causes of action, damages, costs and
expenses, including attorneys' fees, associated therewith.
7. Incorporation.
Except as otherwise amended herein, all other terms and conditions of the Lease
shall remain in full force and effect and Tenant hereby ratifies and confirms
its obligations thereunder. Tenant acknowledges that as of the date of this
Amendment, Tenant (i) is not in default under the terms of the Lease; (ii)
has
no defense, set off or counterclaim to the enforcement by Landlord of the terms
of the Lease; and (iii) is not aware of any action or inaction by Landlord
that
would constitute an event of default under the Lease.
8. Tenant's
Authority.
If
Tenant signs as a corporation, partnership, trust or other legal entity each
of
the persons executing this Amendment on behalf of Tenant represents and warrants
that Tenant has been and is qualified to do business in the state in which
the
Building is located, that the entity has full right and authority to enter
into
this Amendment, and that all persons signing on behalf of the entity were
authorized to do so by appropriate actions. Tenant agrees to deliver to
Landlord, simultaneously with the delivery of this Amendment, a corporate
resolution, proof of due authorization by partners, opinion of counsel or other
appropriate documentation reasonably acceptable to Landlord evidencing the
due
authorization of Tenant to enter into this Amendment.
Tenant
hereby represents and warrants that neither Tenant, nor any persons or entities
holding any legal or beneficial interest whatsoever in Tenant, are (i) the
target of any sanctions program that is established by Executive Order of the
President or published by the Office of Foreign Assets Control, U.S. Department
of the Treasury ("OFAC"); (ii) designated by the President or OFAC pursuant
to
the Trading with the Enemy Act, 50 U.S.C. App. § 5, the International Emergency
Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Act, Public Law 107-56,
Executive Order 13224 (September 23, 2001) or any Executive Order of the
President issued pursuant to such statutes; or (iii) named on the following
list
that is published by OFAC: "List of Specially Designated Nationals and Blocked
Persons." If the foregoing representation is untrue at any time during the
Term,
an Event of Default will be deemed to have occurred, without the necessity
of
notice to Tenant.
9.
Limitation
of Landlord's Liability.
Redress
for any claim against Landlord under the Lease or Amendment shall be limited
to
and enforceable only against and to the extent of Landlord's interest in the
Building. The obligations of Landlord under the Lease as amended hereby are
not
intended to be and shall not be personally binding on, nor shall any resort
be
had to the private properties of, any of its or its investment manager's
trustees, directors, officers, partners, beneficiaries, members, stockholders,
employees, or agents, and in no case shall Landlord be liable to Tenant
hereunder for any lost profits, damage to business, or any form of special,
indirect or consequential damages.
IN
WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the
day
and year first written above.
| LANDLORD: | TENANT: | ||||
|
SFERS
REAL ESTATE K LIMITED
PARTNERSHIP,
an Ohio limited partnership
|
BIO-BRIDGE SCIENCE INC., a Delaware corporation | ||||
| By: RREEF Management Company, a Delaware corporation | By: | Xx. Xxxxx Qiao /s/ | |||
| Name: | Xx. Xxxxx Qiao | ||||
| By: | Xxxx Xxxxxxxx/s/ | Title: | Chief Executive Officer | ||
|
Xxxx
Xxxxxxxx
Vice
President, District Manager
|
Dated:
June 1,
2007
|
||||
| Dated: June 1, 2007 | |||||
