EXHIBIT 10.1
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SECOND LEASE AMENDMENT & EXTENSION AGREEMENT
THIS SECOND LEASE AMENDMENT & EXTENSION AGREEMENT (the "Second Amendment"),
is made as of the 13th date of July 2005, by and between ZPF, L.L.C., a new
Jersey limited liability company having an address c/o Trillium Realty
Advisors, L.L.C., 0 Xxxxxxxxx Xxxxxx, Xxxxx 0 X, Xxxxxxxx, XX 00000
("LANDLORD"), and CELL & MOLECULAR TECHNOLOGIES, INC., a new Jersey
corporation, having an address at 000 Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxx Xxxxxx
00000 ("TENANT").
WHEREAS, landlord and Tenant have previously entered into a certain lease
Agreement, dated as of _______________2001 (the "Original Lease"), as amended
by a certain First Amendment to lease Agreement, dated as of ____________, 2002
(the "First Amendment") (the Original lease and the First Amendment are
hereinafter referred to collectively as the "Lease"), pursuant to which
landlord leased to Tenant, and the Tenant leased from landlord, a certain
portion of the building known as 000 Xxxxxxxx xxxxxx, Xxxxxxxxxxxx, xxx
Xxxxxx; and
WHEREAS, the Landlord and Tenant desire to further amend and extend the
Lease upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants, terms and
conditions set forth herein, the parties hereto agree as follows:
1. TERM. Subject to the provisions hereof, as of August 10, 2005
(hereinafter called the "Commencement Date"), the Term of the Lease shall be
amended and extended until August 31, 2006.
2. RENT. As of the Commencement Date, the Rent shall be amended to read,
and Tenant shall pay to Landlord, the following amounts:
ANNUAL FIXED RENT MONTHLY FIXED RENT
----------------- ------------------
$149,111.76 (@ $15.89 RSF for office space) $12,425.98
$ 15,684.84 (@8.46 RSF for storage space) $ 1,307.07
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$165,796.60 $13,733.05
3. NO OPTION TO RENEW. tenant shall not have any option to renew or
extend the Lease and any exercise, or purported exercise, of an option to
extend the term of the Lease by tenant is void and of no force and effect...
4. PARKING. Landlord shall have the right to designate up to fifteen
(15) parking spaces, as depicted on Exhibit A amended hereto, for the exclusive
use of other tenants in the Building.
5. MISCELLANEOUS.
(a) By the execution hereof, Tenant acknowledges the full and
faithful performance by landlord of the obligations to be performed by it
under the Lease to the date hereof.
(b) In the event of any conflict between the terms of the Lease and
this Second Amendment, the terms of this Second Amendment shall prevail. Except
as specifically provide herein, all of the terms, provisions, covenants and
conditions of the Lease, as heretofore amended, are hereby ratified and
confirmed and shall continue in full force and effect.
(c) The captions and headings throughout this Second Amendment are
for convenience and reference only, and the same shall in no way be held or
deemed to define, limit, describe, explain, modify, amplify or add to the
interpretation, construction or meaning of any provisions or the scope or
intent hereof, nor in any way affect this Second Amendment.
(d) The individuals executing this Second Amendment hereby
represent and warrant that they are empowered and duly authorized to so execute
this Second Amendment on behalf of the parties they represent.
(e) All terms not defined in this Second Amendment shall have the
respective meanings ascribed to them in the Lease.
(f) This Second Amendment shall be binding upon the inure to the
benefit of the parties hereto their respective heirs, personal representatives,
successors and assigns.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment
on the day and year first written above.
LANDLORD: ZPF, L.L.C.
/s/ Xxxxx Xxxxx By: /s/ Xxxx XxXxxxxx
-------------------- --------------------
WITNESS Name:
Title:
TENANT: Cell & Molecular Technologies, Inc.
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
--------------------- ----------------------
WITNESS Name: Xxxxxx X. Xxxxxx
Title: Chairman
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Second Lease Amendment & Extension Agreement 071105
EXHIBIT A
[MAP OF EXISTING JOURNAL OF COMMERCE BUILDING]
