THIRD AMENDMENT TO LEASE
DATE:
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December 17, 2007 |
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PARTIES:
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Xxxxxxx Real Estate
Company, a Minnesota Limited Partnership "Landlord" NVE Corporation, a Minnesota corporation "Tenant" |
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RECITALS: |
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A. | By Lease between Glenborough
Properties, L.P., a California limited partnership, ("GP") and
Nonvolatile Electronics, Inc. ("NEI"), a Minnesota corporation,
dated October 1, 1998, and by First Amendment to Lease dated September 18,
2002, and Second Amendment to Lease dated December 1, 2003, by and between
Glenborough Fund IX, LLC, a Delaware limited liability company, ("Glenborough")
as successor to GP and Tenant as successor to NEI (collectively, the "Lease")
relating to approximately 21,362 square feet of space (the "Premises")
located in Bryant Lake Business Center, Eden Prairie, Minnesota. |
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B. | Landlord succeeded
to the interest of Glenborough in the Lease and in Premises. |
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C. | The parties have reached
an agreement with respect to the amendment of the Lease which they wish
to reduce to writing. |
AGREEMENT: |
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In
consideration of the following terms and conditions, the parties agree as
follows: |
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1. | Recitals.
The foregoing recitals are true and are incorporated herein. |
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2. | Effective Date.
The "Effective Date" of this Third Amendment to Lease shall be
January 1, 2009. |
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3. | Extension of
Lease Term. The term of the Lease is hereby extended, pursuant to
all of the terms and conditions of the Lease as amended, for an additional
period of seven (7) years, commencing January 1, 2009, and ending December
31, 2015 (the "Extended Term"). |
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4. | Increase in
Annual Base Rent. As of the Effective Date, Tenant's Annual Base
Rent for the Premises shall be as follows: |
Months | Per Square Foot | Monthly Installment | Annual Base Rent |
01/01/09-12/31/09 | $6.50 | $11,571.08 | $138,853.00 |
01/01/10-12/31/10 | $6.66 | $11,855.91 | $142,270.92 |
01/01/11-12/31/11 | $6.83 | $12,158.54 | $145,902.46 |
01/01/12-12/31/12 | $7.00 | $12,461.17 | $149,534.00 |
01/01/13-12/31/13 | $7.17 | $12,763.80 | $153,165.54 |
01/01/14-12/31/14 | $7.35 | $13,084.22 | $157,010.70 |
01/01/15-12/31/15 | $7.54 | $13,422.46 | $161,069.48 |
5. | Landlord Improvement
Allowance. Landlord shall pay Tenant a maximum of Two Hundred Thirteen
Thousand Six Hundred twenty and 00/100 ($213,620.00) Dollars for Tenant's
improvements to the Premises. Said amount shall be payable from Landlord
to Tenant at any time after full execution of this amendment provided the
following conditions have been fully satisfied: |
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A. | Landlord
has approved all improvements. Landlord's consent shall not be unreasonably
withheld. Landlord acknowledges Improvement Allowance will primarily include
expansion of and improvements to Tenant's clean room and related mechanical
equipment. |
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B. | All necessary
permits and approvals have been obtained from appropriate government authorities. |
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C. | Tenant
is not in default under the terms of the Lease. |
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D. | Tenant
shall have fully completed all of Tenant's improvements and fully paid all
bills for labor, materials and services prior to December 31, 2010 and shall
provide Landlord with copies of all paid bills together with appropriate
lien waivers and any other documentation requested by Landlord. |
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6. | Termination
Right. Provided Tenant is not then in default of this Lease, Tenant
shall have the onetime option to cancel the Lease on December 31, 2012 ("Termination
Right") by providing Landlord written notice on or before April 1,
2012 (the "Termination Notice"). Additionally, Tenant shall pay
Landlord a termination fee equal to the sum of the unamortized balance of
leasing commissions and Tenant Improvement costs, using an interest factor
of ten percent (10%) per annum plus four (4) months of Annual Base Rent
(the "Termination Fee"). The Termination Fee shall be paid by Tenant simultaneously with delivery of the Termination Notice to Landlord. If the Termination Fee is not paid simultaneously with the Termination Notice, the Termination Right shall not be effective and the Lease shall remain in full force and effect. |
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7. | Counterparts/Facsimile
Signatures. This Third Amendment to Lease may be signed in counterparts,
and all counterpart signature pages when taken together shall constitute
one and the same instrument. This Third Amendment to Lease may be executed
and delivered by facsimile signature for execution on the part of one or
more parties hereto and upon one party |
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sending via facsimile
to another party a facsimile copy of a signature page showing the sending
party's execution or signature, the sending party shall be bound by such
signature or execution. |
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8 | Interpretation
of Third Amendment to Lease. In the event of any conflict between
the Lease and this Third Amendment to Lease, the terms of this Third Amendment
to Lease shall control. Except as expressly amended, supplemented or modified
by this Third Amendment to Lease, the Lease shall continue in full force
and effect. All capitalized terms contained in this Third Amendment to Lease,
unless specifically defined herein, shall have the meaning ascribed to them
in the Lease. |
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9. | Binding Effect.
This Third Amendment to Lease shall bind and inure to the benefit of the
parties hereto and their respective heirs, successors and assigns. |
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IN
WITNESS WHEREOF, Landlord and Tenant have caused this Third Amendment
to Lease to be executed as of the day and year first above written. |
XXXXXXX
REAL ESTATE COMPANY, A MINNESOTA LIMITED PARTNERSHIP |
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By Xxxxxxx
Real Estate Company, Inc. Its Agent |
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By | /s/ XXXX X. XXXXXXX Xxxx X. Xxxxxxx Its Senior Vice President and CFO |
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By | /s/ XXXX XXX XXXXXXX Xxxx Xxx Xxxxxxx Its President |
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NVE
CORPORATION, A MINNESOTA CORPORATION |
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By | /s/ XXXXXX XXXXX Xxxxxx Xxxxx Its President and CEO |
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