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Exhibit
10.15.1
FOURTH AMENDMENT TO
STANDARD LEASE AGREEMENT (OFFICE)
Gold Pointe Corporate
Center
11919 Foundation Place,
Gold River, CA 95670
This Fourth Amendment to
Standard Lease Agreement (Office) dated for reference purposes as
October 11, 2007 (the “ Fourth Amendment
”), is entered into by and between Carlsen Investments,
LLC a California limited liability company as successor in
interest to Gold Pointe E, LLC, a California limited liability
company, (“Landlord” ), and eHealthInsurance
Services, Inc., a Delaware corporation
(“Tenant” ).
RECITALS
A. Landlord’s
predecessor-in-interest and Tenant entered into that certain
Standard Lease Agreement (Office) dated as of June 10, 2004
(“Original Lease”), for certain premises, more
particularly described therein (“ Premises” ),
located in the building at 11919 Foundation Place, Suite 100, Gold
River, California 95670 ( “Building”
).
B. The Original Lease,
Amendment Number One dated December 23, 2004, Second Amendment
To Standard Lease Agreement (Office) dated June 15, 2005,
Third Amendment To Lease And Acknowledgement To Standard Lease
Agreement (Office) dated February 8, 2006 and Exhibits A, A-1,
B, C, D, E, F, G, H and I shall hereinafter be referred to as the
“Lease.”
C. The Premises currently
comprises a total of approximately twenty-eight thousand eight
hundred thirteen (28,813) rentable square feet (the
“Premises” ). It is now the intention of the
parties to amend the Lease to expand the Premises into a portion of
Suite 200 on the Second floor of the Building by approximately
three thousand two hundred twenty five (3,225) rentable square
feet (the “Expansion Premises Number One” ) and
into Suite 270-280 on the Second floor of the Building by
approximately six thousand eight hundred fifty nine
(6,859) rentable square feet (the “Expansion Premises
Number Two” ) to total approximately thirty-eight
thousand eight hundred ninety seven (38,897) rentable square
feet within the Building (the “Amended Premises”
) and to amend other matters as herein provided.
NOW, THEREFORE, in
consideration of the foregoing and the mutual agreement of the
parties hereto to the terms and conditions set forth below, the
parties agree as follows:
AGREEMENT
1. Effective Date.
This Fourth Amendment shall be effective on the date when executed
by both Landlord and Tenant and Landlord has delivered a fully
executed Fourth Amendment to Tenant, which date shall hereinafter
be referred to as the “Effective
Date.”
2. Lease at 11919
Foundation Place, Suite 250. Effective November 5, 2007 or
upon completion of the demise of the Amended Premises described as
3,225 rentable square feet in a portion of suite 200, which ever
the latter, but in no event later than November 9, 2007.
Landlord hereby Leases to Tenant and Tenant hereby leases from
Landlord, the “Expansion Premises Number One”
consisting of approximately three thousand two hundred twenty five
(3,225) rentable square feet which includes a 2,773 square
foot area and a contiguous 452 square foot area, in a portion of
Suite 200, 11919 Foundation Place, Gold River, CA. Effective with
the Commencement Date as set forth in Paragraph 3 below, Landlord
hereby leases to Tenant and
Tenant hereby leases from Landlord, the
“Expansion Premises Number Two” , consisting of
approximately six thousand eight hundred fifty nine
(6,859) rentable square feet, Suite 270-280, 11919 Foundation
Place, Gold River, CA to total approximately thirty-eight thousand
eight hundred ninety seven (38,897) rentable square feet (the
“Amended Premises” ), 11919 Foundation Place,
Gold River, California on all the terms and conditions set forth in
the Lease, subject to the terms and conditions of this Fourth
Amendment. All references in the Lease to the “Expansion
Premises Number One” and Expansion Premises Number
Two shall refer to the “Amended Premises”
demised under this Fourth Amendment and as referenced on the
attached Exhibit A.
3. Term. The term of
the Lease for the “Amended Premises” shall be
extended from May 31, 2010 to December 31, 2012
commencing upon January 1, 2008 or the earlier of the
following dates (the “Commencement Date” ):
(i) the date on which the “Expansion Premises Number
Two” is Substantially Complete (as defined below);
(ii) the date on which the “Expansion Premises Number
Two” would have been Substantially Complete had there
been no delays caused by or attributable to the Tenant; or
(iii) the date upon which the Tenant takes possession of the
“Expansion Premises Number Two” with the
Landlord's written consent. Within thirty (30) days after the
Commencement Date, Landlord and Tenant shall execute an amendment
to this Lease setting forth the Commencement Date for the
“Amended Premises” . For purposes of the
foregoing, the “Amended Premises” shall be
deemed to be “ Substantially Complete ” when
(i) Tenant is tendered direct access to the “Amended
Premises” with building services furnished to the
“Amended Premises” , and (ii) the
identified construction to be provided by Landlord, as set forth in
this Fourth Amendment has been completed, with the exception of
minor punch list items. Completion of Landlord’s construction
shall be certified by Landlord’s contractor that the defined
scope of work has been completed.
4. Rent. The Base Rent
for the “Expansion Premises Number One” shall be
on the same terms and conditions as set forth in Lease payable as
follows:
The Base Rent for the portion of
rentable square footage of the Amended Premises on which the lease
period has commenced under the Lease shall be as
follows:
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| DATE |
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RENT |
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Dec. 1, 2007 to May 31,
2010
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$1.85 per
square foot, per month |
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Jun. 1, 2010 to May 31,
2011
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$1.95 per
square foot per month |
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Jun. 1, 2011 to May 31,
2012
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$2.00 per
square foot per month |
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Jun. 1, 2012 to Dec. 31, 2012
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$2.05 per
square foot per month |
The Base Rent amounts above
are stated on a “full service gross basis”, which shall
include operating expenses such as real estate taxes, insurance,
maintenance, utilities, and janitorial services.
5. Tenant’s
Proportionate Share. Tenant’s proportionate share of the
total rentable area of the Building shall be increased by 15.95% to
61.54% effective with the “ Commencement Date
”.
6. Tenant
Improvements. Landlord shall provide Tenant a tenant
improvement allowance in the amount of $100,000.00 in accordance
with Exhibit B, Lease Improvement Agreement to the Lease. Such
allowance shall include architectural space plans, permits, fees,
and fees of Landlord’s construction
representative.
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7. Option To Renew.
Tenant’s Option To Renew in accordance with Section 40
(d) (1) (2) (3) (4) and (5) of the
Lease shall be modified as follows:
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(i.) |
Section 40. (d) First paragraph. On the second line
after the word “Lease” the balance of the paragraph
shall be deleted in its entirety and replaced with the following:
“have one (1) successive option to renew this Lease for
a term of three (3) years for the Amended Premises in
‘as is” condition and on the same terms and conditions
set forth in this Lease, except as modified by the terms, covenants
and conditions set forth below”: |
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(ii.) |
Section 40 (d) (1) of the Lease shall be
modified as follows: On the second line “two hundred seventy
(270) days” shall be deleted and replaced with
“three hundred and sixty-five (365) days”. On the
fourth line “one hundred eighty days (180) days”
shall be deleted and replaced with “two hundred seventy
(270) days”. |
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(iii.) |
Section 40 (d) (2) (3) (4) &
(5) of the Lease shall remain unmodified. |
8. Right Of First
Refusal. The first paragraph of Section (40) (e) is
deleted in its entirety and shall be replaced with the following.
“Upon the expiration of the DR Horton lease, occurring
11/30/2010, Tenant shall have an on-going Right of First Refusal on
D. R. Horton’s 18,452 square foot premises (suite 200) on the
second floor of the building and D. R. Horton’s 5,841 square
foot premises (suite 180) on the first floor of the building. Said
Right Of First Refusal shall expire on December 31,
2010.
Additionally, should DR Horton have
interest in relinquishing any of their space, prior to their lease
expiration date of November 30, 2010, either through
subleasing, lease buy-outs or any other mechanism, eHealth shall
have an On-Going First Right of Refusal on said space.
9. Parking. Tenant
shall be provided twenty seven (27) parking spaces currently
allocated to Yamas Controls including spaces described as
“reserved” and thirteen (13) in-common parking
spaces currently allocated to D. R. Horton.
10. Contingency. The
terms of this Fourth Amendment are conditioned upon Carlsen
Investments, LLC (Landlord) and Yamas Controls Group, Inc. (Tenant)
in suite 270-280 fully executing a termination of lease agreement,
and Landlord executing a lease amendment with D. R. Horton (Tenant)
for a reduction of a portion of their premises square footage in
Suite 200, no later than October 29, 2007.
11. Ratification.
Except as modified by this Fourth Amendment, the Lease is ratified,
affirmed, in full force and effect, and incorporated herein by this
reference. This Fourth Amendment is intended to modify the lease
and shall be deemed to amend any language in the Lease which is
read or interpreted contrary to the agreements set forth herein.
Any covenant or provision of the Lease which is not inconsistent
with this Amendment shall remain in full force and
effect.
12. Counterparts;
Facsimile Execution. This Fourth Amendment may be executed in
any number of counterparts all of which taken together shall
constitute one and the same instrument. To facilitate execution of
this Fourth Amendment, the parties may execute and exchange
facsimile counterparts of the signature pages, and facsimile
counterparts shall serve as originals. The parties agree to provide
original hard copies of such signature pages to the other party
within five (5) business days of execution by such
party.
Signatures begin on next
page
3
SIGNATURE
PAGE
IN WITNESS WHEREOF, the
parties have executed this Fourth Amendment as of the date set
forth below.
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