Exhibit 10.1
ADDENDUM NO. 2
TO
STANDARD INDUSTRIAL/COMMERCIAL
SINGLE-TENANT LEASE - NET
THIS ADDENDUM NO. 2 TO STANDARD
INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE – NET
(“Addendum”) is made as of June 9, 2009, between
DEL MONICO INVESTMENTS, INC., a California corporation
(“Lessor”), and ENDOLOGIX, INC., a Delaware corporation
(“Lessee”), with reference to the following
facts:
A. Lessor and Lessee are parties to
that certain Standard Industrial/Commercial Single-Tenant Lease -
Net dated as of November 2, 2004 (the “Original
Lease”), as amended by Addendum No. 1 attached thereto
and dated concurrently therewith (the “First
Addendum”), which provides for Lessee’s rental from
Lessor of the premises located at 11 Studebaker, Irvine, California
(the “Premises”). The Original Lease and First Addendum
are collectively referred to herein as the “Lease
Agreement”.
B. The Original Term of the Lease
Agreement is scheduled to expire on March 31, 201 0, and the
parties now wish to provide for the terms and conditions of
Lessee’s extension of the Original Term. Lessee has elected
not to exercise either the “First Option” or the
“Second Option” provided for in Paragraph 59 of the
First Addendum.
C. Defined terms used in this
Addendum shall, unless otherwise stated, have the same meanings as
are contained in the Lease Agreement.
NOW, THEREFORE, for valuable
consideration, the receipt and adequacy of which are hereby
acknowledged by the parties, the parties hereto agree as
follows:
1. Extension . The Original
Term, presently scheduled to expire on March 31, 2010, shall
be extended for an additional seventeen (17) months, so that
it will instead expire on August 31, 2011, unless earlier
terminated pursuant to any provision of the Lease Agreement or this
Addendum. The period from April 1, 2010 through
August 31, 2011 shall be referred to herein as the
“Extension Period”. Lessee shall have no right or
option to extend the Extension Period beyond August 31, 2011,
except as provided in Paragraph 5 below.
2. Base Rent . The Base Rent
for Lessee’s rental of the Premises during the Extension
Period shall be $29,015 per month. Base Rent for any partial
calendar month shall be prorated based on the actual number of days
in the calendar month.
3. Other Charges . In
connection with Lessee’s rental of the Premises during the
Extension Period, and in addition to Lessee’s payment of Base
Rent, Lessee shall be responsible for payment of all categories of
expenses pursuant to the Lease Agreement that Lessee was obligated
to pay during the Original Term.
4. “As Is”
Condition . Paragraph 54.2 of the First Addendum (pertaining to
the “As Is” Condition of the Premises) and Exhibit
B (the “Tenant Improvement Construction Addendum”)
shall be inapplicable to Lessee’s rental of the Premises
during the Extension Period. Lessee shall accept the Premises in
their then “as is” physical condition as of the
commencement date of the
Extension Period, without any obligation on
Lessor’s part to make any alterations, additions, repairs or
provide any tenant improvements or allowance in lieu thereof,
except as follows: (a) Lessor shall use commercially
reasonable efforts to investigate the cause of water penetration
through the warehouse slab and if, as a result of such
investigation, it is determined that repairs are required, the
responsibility for making the repair and bearing the cost of the
repair, as between Lessor and Lessee, shall be determined in
accordance with the terms of the Lease Agreement; and
(b) Lessor shall use commercially reasonable efforts to
investigate the status of the roof and if, as a result of such
investigation, it is determined that roof repairs are necessary
notwithstanding Lessee having fulfilled its obligations under
Paragra
