OMNIBUS AMENDMENT TO LEASES
THIS OMNIBUS AMENDMENT TO LEASES (this "Amendment") is made as of the
6th day of December, 2012 by and among XXXXXXX RIVER REALTY d/b/a Xxxxxxxx,
Inc. ("Lessor"), RMD INSTRUMENTS, CORP. ("RMD Instruments"), and RADIATION
MONITORING DEVICES, INC. ("Radiation Monitoring Devices") (RMD Instruments
and Radiation Monitoring Devices are collectively referred to as, "Lessee").
W I T N E S S E T H:
WHEREAS, Lessor and RMD Instruments entered into that certain Standard
Form Commercial Lease dated as of June 30, 2008 with respect to
approximately 7,700 square feet in the building located at 00 Xxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxxxxxx (the "RMD Instruments Lease");
WHEREAS, Lessor and Radiation Monitoring Devices entered into that
certain Standard Form Commercial Lease dated as of June 30, 2008 with
respect to approximately 33,000 square feet (increased from 30,100) in the
building located at 00 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx (the "Radiation
Monitoring Devices Lease") (the RMD Instruments Lease and the Radiation
Monitoring Devices Lease are collectively referred to as, the "Leases"); and
WHEREAS, the parties desire to, inter alia, amend the duration of the
remaining term of the respective Leases, and to otherwise modify the Leases
as provided herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby covenant and
agree as follows:
A. Definitions. Capitalized terms not otherwise defined herein
shall have the respective meanings ascribed to them in the Leases.
B. Existing Terms. All terms of the Leases will remain unchanged
except for those provisions being amended as provided herein.
C. Term. Notwithstanding anything to the contrary contained in
Section 3 of the respective Leases, the term of the Leases (being co-
terminus and currently expiring on June 30, 2013) shall, as of the date
hereof, become month-to-month tenancies and continue until terminated by
either of Lessor of Lessee as provided herein. Such month-to-month
tenancies (i) may be terminated by Lessor upon not less than three (3)
years' prior written notice to Lessee, and (ii) may be terminated by Lessee
upon not less than six (6) months' prior written notice to Lessor. Any such
notice of termination by either of Lessor or Lessee shall apply jointly to
each of the RMD Instruments Lease and the Radiation Monitoring Services
Lease. The effective date of any such termination shall occur on the last
calendar day of a month as specified in the notice. All base rent and
additional rent payable by Lessee under the Leases shall be pro-rated as of
the effective date of termination.
D. Base Rent. Notwithstanding anything to the contrary contained
in Section 4 of the respective Leases, Lessor and Lessee acknowledge and
agree that with respect to the current lease year commencing July 1, 2012
through June 30, 2013, (i) the monthly base rent applicable to the RMD
Instruments Lease is the amount of $14,938.00, and (ii) the monthly base
rent applicable to the Radiation Monitoring Devices Lease is the amount of
$58,395.00. Pursuant to Section 4 of the respective Leases, such base rent
shall be increased by 4% as of July 1, 2013 (and on July 1 of each calendar
year thereafter during the term of the Leases).
E. Additional Rent. Lessor and Lessee acknowledge and agree that
(i) all references in the RMD Instruments Lease to RMD Instrument's pro-rata
share being 19.2% shall instead mean 20.0%, and (ii) all references in the
Radiation Monitoring Devices Lease to Radiation Monitoring Devices' pro-rata
share being 75.3% shall instead mean 80.0%.
F. Option to Extend. Section 24 of the respective Leases entitled
"Option to Extend Lease" shall be deleted in its entirety and of no further
force and effect.
G. Governing Law. The terms of this Amendment and any disputes
arising hereunder shall be governed by the laws of the Commonwealth of
Massachusetts.
H. Ratification. Except as amended hereby, the Leases remain in
full force and effect and are hereby ratified and confirmed.
I. Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall be deemed an original and all of which
together shall constitute one in the same instrument.
[Signatures on Next Page]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first above written.
XXXXXXX RIVER REALTY
By:/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Manager
RMD INSTRUMENTS, CORP.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Dynasil Corporation
Title: Chairman and CEO
RADIATION MONITORING DEVICES, INC.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Dynasil Corporation
Title: Chairman and CEO
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