SECOND AMENDMENT TO STANDARD OFFICE LEASE
Exhibit 10.02
SECOND AMENDMENT TO STANDARD OFFICE LEASE
THIS SECOND AMENDMENT TO STANDARD OFFICE LEASE (this “Second Amendment”), dated as of June 20, 2019 (the “Effective Date”), is made and entered into by and between XXXXXX STREET ASSOCIATES, LLC, a Delaware limited liability company (“Landlord”), and GLU MOBILE INC., a Delaware corporation (“Tenant”).
RECITALS
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A. Landlord and Tenant have entered into that certain Standard Office Lease dated as of May 9, 2017 (the “Original Lease”), pursuant to which Landlord agreed to lease to Tenant and Tenant agreed to lease from Landlord approximately Fifty Seven Thousand Seventy Four (57,074) rentable square feet designated as Suites 100 and 200 (the “Original Premises”) of the building commonly known as 000 Xxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx (the “Building”), all as more particularly described in the Original Lease (a copy of which is attached hereto as Exhibit A, and incorporated herein). |
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B. Landlord has agreed to lease to Tenant approximately Four Thousand Three Hundred and Seven (4,307) rentable square feet of additional space designated as Suite 310 (the “Expansion Premises”), as depicted on Exhibit B attached hereto, upon the terms and conditions set forth herein. |
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C. Landlord and Tenant entered into that certain First Amendment to Office Lease dated October 18, 2018 (the “First Amendment”) whereby the parties provided for Tenant to install one condenser unit and three refrigerant lines. |
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D. The parties desire to enter into this Second Amendment to provide for, among other things, the leasing of the Expansion Premises by Landlord to Tenant, upon the terms and conditions set forth herein below. |
AGREEMENT
NOW THEREFORE, for good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:
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1. Incorporation of Recitals/Exhibits and Definitions. The Recitals and Exhibits are hereby incorporated herein by this reference. In the event of any conflicts between the Original Lease and this Second Amendment with respect to the matters contemplated herein, the terms of this Second Amendment shall control. All capitalized terms not herein defined shall have the meanings set forth in the Original Lease. The Original Lease, as amended by the First Amendment, and this Second Amendment, may be collectively referred to as the “Lease”. |
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2. Lease of the Expansion Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Expansion Premises. Such leasing shall be upon all of the terms, covenants and conditions contained in the Original Lease, as hereby amended and supplemented, except that Exhibit B to the Original Lease (including without limitation all Schedules attached thereto) shall not apply to the Expansion Premises or this Second Amendment. Landlord and Tenant hereby agree that the Term of the Lease with respect to the Expansion Premises shall commence on the Expansion Premises Commencement Date (as hereinafter defined), and shall expire on November 30, 2027 (concurrent with the expiration of the Original Lease for the Original Premises). The “Expansion Premises Commencement Date” means the date two (2) weeks following the date on which Landlord delivers the Expansion Premises to Tenant with Landlord’s Work (as hereinafter defined) completed. The Expansion Premises Commencement Date may be established by the Notice of Term Dates attached hereto as Exhibit D. |
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3. Landlord’s Work. Landlord’s Work shall mean that the Expansion Premises shall be delivered in AS IS condition, broom clean, with base building systems (including, but not limited to the mechanical, electrical and plumping systems, life safety system, roof, structural systems, etc.), servicing the Expansion Premises in good working order and condition, and with new Building standard carpet installed in a color to be chosen by Tenant. |
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4. Security Deposit. Tenant shall not be required to increase the Security Deposit contained in the Original Lease as part of this Second Amendment. |
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5. Expansion Premises Base Rent. Base Rent for the Expansion Premises for the first twelve (12) months of the Term commencing on the Expansion Premises Commencement Date is Eighty Four Dollars ($84.00) per rentable square foot, on an annual basis, subject to Three Percent (3%) annual increases. By way of example only and assuming a June 1, 2019 Expansion Premises Commencement Date, Base Rent for the Expansion Premises would be scheduled as follows: |
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Period |
Annual Base Rent |
Monthly Base Rent |
Annual Rental Rate |
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**June 1, 2019- May 31, 2020 |
$361,788.00 |
$30,149.00 |
$84.00 |
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June 1, 2020 – May 31, 2021 |
$372,641.64 |
$31,053.47 |
$86.52 |
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June 1, 2021 – May 31, 2022 |
$383,820.89 |
$31,985.07 |
$89.12 |
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June 1, 2022 – May 31, 2023 |
$395,335.52 |
$32,944.63 |
$91.79 |
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June 1, 2023 – May 31, 2024 |
$407,195.58 |
$33,932.97 |
$94.54 |
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June 1, 2024 – May 31, 2025 |
$419,411.45 |
$34,950.95 |
$97.38 |
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June 1, 2025 – May 31, 2026 |
$431,993.79 |
$35,999.48 |
$100.30 |
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June 1, 2026 – May 31, 2027 |
$444,953.61 |
$37,079.47 |
$103.31 |
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June 1, 2027 – November 30, 2027 |
$458,302.21 |
$38,191.85 |
$106.41 |
** To the extent the Expansion Premises Commencement Date is other than June 1, 2019, the parties shall enter into an amendment setting forth the above Base Rent chart in the form of Exhibit D.
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6. Extension Option. From and after the Expansion Premises Commencement Date, the parties hereby agree that Tenant’s option to extend the Lease Term for the Option Term pursuant to Section 2.1(c) of the Original Lease shall apply to, and include, both the Original Premises and Expansion Premises. The parties agree that Tenant (and any Permitted Transferee Assignee) shall only have the right to extend the Term and exercise the Extension Option with respect to both the Original Premises and Expansion Premises together and at the same time. |
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7. Direct Expenses/Tenant’s Proportionate Share. Commencing on the Expansion Premises Commencement Date, Tenant shall be responsible for Xxxxxxx’x Proportionate Share of Direct Costs with respect to the Expansion Premises, consistent with the terms, conditions and obligations of the Original Lease; provided, however, that notwithstanding anything to the contrary set forth in the Original Lease, for the purposes of calculating Tenant’s Proportionate Share of Direct Costs with respect to the Expansion Premises, the Base Year shall be the Calendar Year 2019. Commencing upon the Expansion Premises Commencement Date, Tenant’s Proportionate Share with respect to the Expansion Premises shall be 2.32%. |
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8. Secured Bicycle Facilities. Section 7(c)(ii) is hereby modified from “thirty (30) bicycles” to “thirty two (32) bicycles”. |
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9. Security System. Landlord acknowledges and agrees that Tenant shall have the right to perform certain work at and about the Expansion Premises and the Original Premises in order to expand the scope of Tenant’s Security System (as defined in Section 11(m) of the Original Lease) to include the Expansion Premises, including without limitation (a) installing security card readers at or about the Expansion Premises and surveillance cameras within the Expansion Premises; (b) running network lines from Tenant’s MDF room located on the 2nd floor of the Building (“Tenant’s 2nd Floor MDF Room”) to each ingress/egress point at the Expansion Premises, in order to facilitate security card access to the Expansion Premises; and (c) running network lines from Tenant’s 2nd Floor MDF Room to each surveillance camera installed within the Expansion Premises (collectively, the “Expansion Premises Security System Work”). The Expansion Premises Security System Work shall be subject to, and performed in accordance with, Section 11(m) of the Original Lease. Tenant’s Surveillance cameras may be installed only within the Original Premises and Expansion Premises, and not in any other portion of the Building. |
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10. Secured Areas. The parties acknowledge and agree that the Secured Areas (as defined in Section 12(a) of the Original Lease) may include, without limitation, all or any portion of the Expansion Premises, to the extent so designated by Tenant. |
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11. Brokers. Each party warrants to the other that it has had no contact, dealings or communications with any real estate brokerage firm or agent or other person who can claim a right to a commission or finder's fee in connection with the negotiation of this Second Amendment other than Colliers representing Landlord and CBRE representing Tenant (“Brokers”) and that no real estate commissions or finder's fees are payable in connection herewith other than to the Brokers. Each party shall indemnify, defend and hold the other party harmless from all expenses, claims, damages (including reasonable attorneys’ fees and costs) incurred by such other party as a result of its breach of this warranty. All brokers’ commissions shall be paid by Landlord to the Brokers pursuant to a separate written agreement. |
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12. Parking Spaces. Notwithstanding anything to the contrary contained in the Original Lease, the parties hereby agree that Landlord shall provide Tenant with one (1) additional unreserved parking pass, upon the same terms and conditions as set forth in the Original Lease. |
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13. Signage. Notwithstanding anything to the contrary contained in Article 31 of the Original Lease, the parties hereby agree that Landlord shall, at its sole cost and expense, provide Tenant’s identifying signage consistent with the Building standard signage program (and consistent with the signage currently provided to Tenant by Landlord under the terms of the Original Lease) at the entrance to the Expansion Premises. Such signage shall be comparable to that used by Landlord for other similar spaces in the Building, and shall be in addition to all signage provided to Tenant by Landlord under the terms of the Original Lease. |
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14. CASP. Landlord hereby advises Tenant that the Building has not undergone an inspection by a certified access specialist, and except to the extent expressly set forth in this Lease, Landlord shall have no liability or responsibility to make any repairs or modifications to the Premises or the Project in order to comply with accessibility standards. The following disclosure is hereby made pursuant to applicable California law: |
A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” [Cal. Civ. Code Section 1938(e)]. Any CASp inspection shall be conducted in compliance with reasonable rules in effect at the Building with regard to such inspections and shall be subject to Landlord’s prior written consent.
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15. Miscellaneous. Except as amended or modified herein, all the terms of the Original Lease shall remain in full force and effect and shall apply with the same force and effect. Submission of this instrument for examination or signature by Tenant does not constitute an offer to lease or a reservation of or option to lease. Neither party shall be bound by this Second Amendment until Landlord and Tenant have both executed and delivered this Second Amendment to the other party, notwithstanding Tenant’s execution and delivery of this Second Amendment to Landlord. Time is of the essence in this Second Amendment and the Lease and each and all of their respective provisions. Subject to the provisions of the Lease as to assignment, the agreements, conditions and provisions herein contained shall apply to and bind the heirs, executors, administrators, successors and assigns of the parties hereto. If any provisions of this Second Amendment or the Lease shall be determined to be illegal or unenforceable, such determination shall not affect any other provision of the Lease and all such other provisions shall remain in full force and effect. The language in all parts of the Lease shall be construed according to its normal and usual meaning and not strictly for or against either Landlord or Tenant. Neither this Second Amendment, the Lease, nor any notice nor |
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memorandum regarding the terms hereof, shall be recorded by Tenant. Any such unauthorized recording shall give Landlord the right to declare a breach of the Lease and pursue the remedies provided for therein. |
[Signatures next page]
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IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the date first written above.
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LANDLORD: |
XXXXXX STREET ASSOCIATES LLC, |
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a Delaware limited liability company |
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By: Xxxxxx Pacific Properties, L.P., |
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a Maryland limited partnership |
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Its: Sole Member |
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By: Xxxxxx Pacific Properties, Inc., |
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a Maryland corporation |
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Its: General Partner |
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By: |
/s/ Xxxx X. Lammas |
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Name: |
Xxxx X. Lammas |
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Title: |
Chief Operating Officer, Chief Financial Officer & Treasurer |
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Date: |
June 20, 2019 |
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TENANT: |
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a Delaware corporation |
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Name: |
/s/ Xxxxx X. Xxxxxxxxx |
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Title: |
Vice President and General Counsel |
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Date: |
June 20, 2019 |
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EXHIBIT A
(Original Lease)
EXHIBIT A
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EXHIBIT B
(Expansion Premises)
EXHIBIT B
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EXHIBIT C
(San Francisco Administrative Code Chapter 38).
EXHIBIT C
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EXHIBIT D
(Notice of Term Dates)
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To: |
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Re:Second Amendment to Office Lease dated __________, 2019 between XXXXXX STREET ASSOCIATES, LLC, a Delaware limited liability company ("Landlord"), and GLU MOBILE INC., a Delaware corporation ("Tenant"), concerning Suite 310 of the office building located at 000 Xxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx.
Gentlemen:
In accordance with the Second Amendment to Office Lease (the "Lease"), we wish to advise you and/or confirm as follows:
1.The Expansion Premises Commencement Date is ______________ for a term of __________________ ending on __________________.
0.Xxxx commenced to accrue on __________________, in the amount of ________________.
3.If the Expansion Premises Commencement Date other than the first day of the month, the first billing will contain a pro rata adjustment. Each billing thereafter, with the exception of the final billing, shall be for the full amount of the monthly installment as provided for in the Lease.
4.Your rent checks should be made payable to __________________ at ___________________.
5.The exact number of rentable/usable square feet within the Premises is ____________ square feet.
6.Tenant's Share as adjusted based upon the exact number of usable square feet within the Premises is ________%.
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"Landlord" |
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a _____________________ |
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By: |
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Its: |
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Agreed to and Accepted
as of ____________, 201___.
EXHIBIT D
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"Tenant" |
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a _____________________ |
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By: |
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Its: |
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EXHIBIT D
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