Exhibit
10.1
STATE
OF NORTH CAROLINA
COUNTY
OF DURHAM
FIFTH
AMENDMENT TO LEASE
THIS
FIFTH AMENDMENT TO LEASE (the "Fifth Amendment") is made and
entered into as of the 5th day of M
ARCH
2008,
by and between CANTERBURY HALL IC, LLC, a Delaware limited
liability company ("Landlord") [successor-in-interest to Petula
Associates, Ltd., an Iowa corporation ("Petula") and Principal Life
Insurance Company, an Iowa corporation ("Principal") as
tenants-in-common (collectively, "Petula/Principal")] and
CLINFORCE, INC., a Delaware corporation ("Tenant") [successor by
name change to Clinical Trials Support Services, Inc., a North
Carolina corporation ("CTSS")],
WITNESSETH:
A.
Petula/Principal
and CTSS entered into a Lease dated as of November 3, 1999 (as
amended, the "Existing Lease") for certain premises known as Suites
240 and 206 consisting of approximately 8,080 rentable square feet
of space (the "Original Premises") in that certain building known
as Canterbury Hall (the "Building") located at 4815 Emperor Blvd.,
Durham, North Carolina as more particularly described in the
Existing Lease;
B.
Pursuant to that
certain First Amendment to Lease dated December 20, 1999, between
Petula/Principal and CTSS, the Original Premises was expanded to
include approximately 4,664 rentable square feet of space, creating
the "Combined Premises" containing approximately 12,744 rentable
square feet as more particularly described in the First
Amendment.
C.
Pursuant to that
certain Second Amendment to Lease dated October 10, 2003, between
Landlord (as successor-in-interest to Petula/Principal) and Tenant
(as successor by name change to CTSS), (i) the Combined Premises
was further expanded to include an additional 8,656 rentable square
feet designated as the First Floor Expansion Space, the Second
Floor Expansion Space and the 2004 Expansion Space (collectively,
the "Expansion Space"), all as more particularly described in said
Second Amendment, and (ii) the term of the Lease was extended for a
period often (10) years from October 1, 2003 (the "Extension
Term"). The Combined Premises and Expansion Space totaling
approximately 21,400 rentable square feet are collectively
hereinafter referred to as the "Complete Premises."
D.
Pursuant to that
certain Third Amendment to Lease dated October 6, 2004, between
Landlord and Tenant, the Complete Premises was expanded to include
an additional 2,285 rentable square feet of additional space (the
"Additional Second Floor Expansion Space"), creating the "Revised
Complete Premises" totaling 23,685 rentable square feet, all as
more particularly described in said Third Amendment.
E.
Pursuant to that
certain Fourth Amendment to Lease dated December 15, 2005 between
Landlord and Tenant, the Revised Complete Premises was expanded to
include an additional 10,950 rentable square feet of additional
space on the third floor of the Building (the "2006 Expansion
Space") redefining the "Revised Complete Premises" to be a total of
34,635 rentable square feet, all as more particularly described in
said Fourth Amendment.
F.
Landlord and Tenant
desire to further amend the terms of the Existing Lease: (i) to
increase the size of the Revised Complete Premises to include an
additional 3,216 rentable square feet of additional space on the
second floor of the Building as more particularly shown on
Exhibit A-7 attached hereto (the "2008 Expansion Space"),
and (ii) to modify certain other terms and conditions of the
Existing Lease, For
purposes hereof, the Existing Lease as amended by this Fifth
Amendment is referred to as the "Lease." All capitalized terms not
otherwise defined herein shall have the meanings set forth in the
Existing Lease.
NOW,
THEREFORE, for and in consideration of Ten Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Landlord and Tenant hereby agree
that, effective as of the date set forth above, the Existing Lease
shall be, and hereby is, amended as follows:
1.
Recitals
. The
recitals shall forma part of this Fifth Amendment.
2.
Contingency
. This
Fifth Amendment is contingent upon Landlord securing from the
existing tenant of Suite 200 of the Building a satisfactory
termination of the current lease for Suite 200.
3.
Term
.
Notwithstanding anything in the Lease to the contrary, the Term of
the Lease with respect to the 2008 Expansion Space shall commence
on the 2008 Expansion Space Commencement Date (as hereinafter
defined in Section 4), and shall expire on September 30, 2013,
conterminously with the Extension Term applicable to the Complete
Premises.
4.
Premises
.
Effective as of the earlier of: (i) the date Tenant, or any person
occupying any portion of the 2008 Expansion Space with Tenant's
permission, commences business operations from the 2008 Expansion
Space, or (ii) May 1, 2008 (the earlier of said dates being the
"2008 Expansion Space Commencement Date") and continuing through
the Extension Term of the Lease, the Revised Complete Premises
shall be expanded to include the 2008 Expansion Space and the
Premises under the Lease shall be redefined to be a total of 37,851
rentable square feet on the first, second and third floors of the
Building, all as more particularly described in Exhibit A-7
attached hereto (the "2008 Revised Premises"). Accordingly, as of
the 2008 Expansion Space Commencement Date, wherever reference is
made in the Lease to the Premises, Revised Premises, Complete
Premises, or Revised Complete Premises it shall be deemed to mean
the 2008 Revised Premises, and Exhibits A-2, A-3, A-4, A-5, and
A-6 to the Lease shall be replaced with Exhibit A-7
attached hereto in order to evidence the location of the 2008
Revised Premises.
5.
Delivery of 2008
Expansion Space .
Landlord shall act in good faith and use diligent
efforts to deliver the 2008 Expansion Space to Tenant upfitted in
substantial accordance with the Plans (as defined below) on
or
