EXHIBIT 10.15
FIRST AMENDMENT OF LEASE
AGREEMENT made this 9th day of August 2001 by and between:
THE XXXXXXX ROAD GROUP, LLC, a limited liability company
organized and existing pursuant to the laws of the State of
Connecticut with an office and place of business at 0 Xxxxxxxx
Xxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 ("Landlord"); and
COMPETITIVE TECHNOLOGIES, INC., a corporation organized and
existing pursuant to the laws of the State of Delaware, with an
office and place of business at 0000 Xxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxxxx 00000 ("Tenant").
Whereas, the Landlord and Tenant entered into a certain lease
agreement under date of August 28, 1996, (the "Lease") whereby
Landlord leased to Tenant that certain demised premises known as
0000 Xxxxxxx Xxxx, interior of Building 1, first and second
floors, all as more particularly described in the Lease, for the
rent and term set forth in the Lease, and subject to the other
conditions and terms more particularly described in the Lease;
and
Whereas, the Lease provided for a term of five years from
January 1, 1997 through December 31, 2001, and one option to
extend the lease for one additional five (5) year term from
January 1, 2002 through December 31, 2006 all on terms as more
fully set forth in the Lease; and
Whereas, the Landlord and Tenant desire to modify the terms of
the "Extension Term" and make such other and further
modifications as are herein contained:
NOW THEREFORE in consideration of the premises and covenants
herein contained and in further consideration of ONE DOLLAR and
other valuable consideration paid, each to the other, Landlord
and Tenant covenant and agree as follows.
1. Section 18. Section 18 of the Lease is hereby deleted and
replaced with the following:
Section 18. Renewal Terms.
(a) Lessee's Option For First Renewal Term. LESSEE
shall have an option to continue this Lease for an
additional term of five years from January 1, 2002 trough
December 31, 2011 subject to the following terms and
conditions:
i. from January 1, 2002 through June 30, 2004,
base rent shall be $25.00 per square foot of
such Leased Space, a total of $562,500.00
payable in equal monthly installments of
$18,750.00 in advance on the first day of
each month.
ii. from July 1, 2004 through December 31, 2006
base rent shall be the greater of (1) the
fair market value rent (on a "gross lease"
basis) as of January 1, 2004 determined in
accordance with subsection (c) below, and
(2) $25.00 per square foot of such Leased
Space per year, i.e., such base rent shall
not be less than $25 per square foot of such
Leased Space per year and such rent shall
total at least $562,500.00, payable in equal
monthly installments of at least $18,750.00.
iii. The LESSEE shall not be in default of any
term or condition of this lease at the time
of its exercise of this option.
iv. This option shall be exercised by LESSEE
only through a writing to LESSOR in
accordance with Section 24(b) below received
by LESSOR on or before June 30, 2001 at 5:00
p.m. Eastern Daylight Savings Time.
v. Time is of the essence in LESSEE's exercise
of this option
(b) Lessee's Option For Second Renewal Term. LESSEE
shall have an option to continue this lease for an
additional term of five years from January 1, 2007 through
December 31, 2001 subject to the following conditions:
i. Base rent during the Second Renewal Term shall
be the greater of (1) the fair market value
rent (on a "gross lease" basis) as of July 1,
2006 determined in accordance with subsection
(c) below, and (2) $25.00 per square foot of such
Leased Space per year, i.e., such base rent shall
be not less than $25.00 per square foot of such
Leased Space per year and such rent shall total
at least $1,125,000.00, payable in equal monthly
installments of at least $18,750.00; and (3)
the base rent for the month immediately preceding
the Second Renewal Term multiplied by 60 and
paid in equal monthly installments.
ii. The LESSEE shall not be in default of any term
or condition of this lease at the time of its
exercise of this option.
iii. This option shall be exercised by LESSEE only
through a writing to LESSOR in accordance with
Section 24(b) below received by LESSOR on or
before June 30, 2006 at 5:00 p.m. Eastern
Daylight Savings Time.
iv. The LESSEE may not exercise this option for a
Second Renewal Term prior to January 1, 2006.
v. Time is of the essence in LESSEE's exercise
of this option.
(c) The determination of the fair market value rent
of the Leased Space shall be determined as herein provided.
Six Months prior to the date fixed rent, in which the
determination of the fair market value rent of the Leased
Space is a component of ascertaining fixed rent, is to be
due, LESSOR and LESSEE shall each appoint an appraiser. If
the appraisers agree what the fair market value rent of the
Leased Space is, then that value shall be the fair market
value rent for these purposes. In the event the appraisers
so appointed cannot agree, then the appraisers shall agree
upon and appoint a third appraiser. The fair market value
rent of the Leased Space shall be the average of the three
appraisals.
2. In all other respects, the Lease remains in full force and
effect unmodified except as hereinabove provided. It is
the intention of the parties that this instrument
constitutes an amendment of the existing Lease and is not
intended to constitute a novation or new lease.
IN WITNESS WHEREOF, the parties aforesaid have caused these
presents to be executed by the duly authorized officer of each
party and the seal of the business entity to be affixed
hereupon.
WITNESSED BY
s/ Xxxxxx Xxxxx THE XXXXXXX ROAD GROUP, LLC
s/ Xxxxxx Xxxx By s/ Xxxxx Xxxx
Xxxxx Xxxx
Its Member
s/ Xxxxx Xxxx 8/9/2001 COMPETITIVE TECHNOLOGIES, INC.
S/ Xxxxxx Xxxxx 8/9/2001 By s/ Xxxxx X. XxXxxx, Xx.
Its President & CEO
STATE OF CONNECTICUT }
} SS. Westport
COUNTY OF FAIRFIELD }
The foregoing instrument was acknowledged before me this 27th
day of August 2001 by Xxxxx Xxxx, Member of THE XXXXXXX ROAD
GROUP, LLC, a Connecticut limited liability company on behalf of
the said limited liability company.
s/ Xxxx Xxxxxxxx
NOTARY PUBLIC
MY COMMISSION EXPIRES: Feb. 28, 2003
STATE OF CONNECTICUT }
} SS. Fairfield
COUNTY OF FAIRFIELD }
The foregoing instrument was acknowledged before me this 30th
day of August 2001 by Xxxxx X. XxXxxx, Xx., President and CEO of
COMPETITIVE TECHNOLOGIES, INC. a Delaware corporation on behalf
of the said corporation.
s/ Xxxxx X. Xxxx
NOTARY PUBLIC
MY COMMISSION EXPIRES: July 31, 2003
