Exhibit 10.12
SECOND AMENDMENT TO LEASE
THIS SECOND AMENDMENT TO LEASE (the "Amendment") is made this 6th day of
December, 1999 between PEREGRINE INVESTMENT PARTNERS-I, a Pennsylvania limited
partnership ("Landlord") and ITXC Corp. ("Tenant").
BACKGROUND
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Landlord and Tenant are parties to a Lease dated February 28, 1998 as
amended by First Amendment to lease ("First Amendment") dated April 16, 1999
(collectively, the "Lease") pursuant to which Landlord has agreed to lease and
Tenant has agreed to rent certain First Floor Space situated in Arbor 600 (the
"Building"), 000 Xxxxxxx Xxxx Xxxx, Xxxxxxxxx Xxxxxxxxx Center, Plainsboro, New
Jersey, as such space is more particularly described in the Lease. Under the
First Amendment, the Premises was expanded to include the Expansion Space, as
defined herein. Landlord and Tenant have agreed to further amend the Lease in
accordance with the provisions set forth at length below.
AGREEMENT
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NOW, THEREFORE, intending to be legally bound hereby, Landlord and Tenant
agree as follows:
1. Defined Terms. Except as otherwise expressly provided herein, the
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terms defined in the Lease shall have the same meanings in this Amendment as in
the Lease.
2. Second Expansion Space. Landlord agrees to make available for leasing
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and occupancy by Tenant no later than December 1, 1999 and Tenant agrees to rent
from Landlord that portion of the Second Floor of the Building shown on Exhibit
"A" as the "Second Expansion Space". Landlord shall deliver the Second
Expansion Space in its "as is" condition.
3. Size and Tenant's Allocated Share of Premises. The Premises shall be
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changed to include the Second Expansion Space whereupon the Rentable Area of the
Premises shall be 28,423 square feet and Tenant's Allocated Share shall be
11.48%.
4. Term. The Term of the Lease with respect to the Second Expansion Space
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shall commence on the earlier of occupancy by Tenant or February 1, 2000 and
shall expire on January 31, 2005 (the "Second Expansion Space Term").
5. Rent. Throughout the Second Expansion Space Term, the Basic Rent for
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the Premises shall be increased by $13,557.50 per month being calculated at the
rate of $25.50 per rentable square foot per annum payable in accordance with the
Lease and prorated for any partial month. Tenant electric and Additional Rent
for the Expansion Space shall be payable
in accordance with the provisions of the Lease throughout the Second Expansion
Space Term except the Base Year shall be calendar year 2000.
6. Tenant Fit Out Allowance. Landlord shall reimburse Tenant for the
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costs of improvements made by Tenant to the Second Expansion Space up to a
maximum of $47,850.00 within 30 days of receipt of applicable invoices
evidencing the work.
7. Termination Right Amendment. Tenant's right to terminate the Lease
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with respect to the original Premises under paragraph 24(b), as amended in the
First Amendment to Lease shall not apply to the Expansion Space or the Second
Expansion Space.
8. Ratification. Except as expressly amended herein, the terms and
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conditions of the Lease shall remain in full force and effect and Landlord and
Tenant expressly ratify and confirm those terms and provisions.
IN WITNESS WHEREOF, the parties have set their hands and seals as of the
date first above written.
LANDLORD:
Witness/Attest: PEREGRINE INVESTMENT PARTNERS-I,
A PENNSYLVANIA LIMITED PARTNERSHIP
_______________________________ By: Berwind Realty Services, Inc.
By: /s/
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TENANT:
Witness/Attest: ITXC CORP.
/s/ Xxxxx X. Xxxxxx /s/Xxxxxx X. Xxxxxx
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EXHIBIT A
Second Expansion Space
[DIAGRAM]
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