EXHIBIT 10.5.2
SECOND AMENDMENT TO
LEASE
THIS SECOND AMENDMENT is made and
entered into as of November 18, 2008 by and between the
NewTower Trust Multi-Employer Property Trust, a trust organized
under 12 CFR § 9.18, fka Multi-Employer Property Trust (the
“Landlord”), and Bioject Medical Technologies, Inc., an
Oregon corporation (the “Tenant”). All capitalized
terms not defined herein shall have the meanings given to them in
the Lease (defined below).
RECITALS
A. Landlord
and Tenant are parties to that certain Lease dated October 24,
2003, as amended by that certain First Amendment to Lease dated
December 2003, (collectively, the “Lease”), for certain
Premises containing approximately 40,572 square feet (the
“Premises”) within Building H of the project commonly
known as Tualatin Corporate Center (the “Project”). The
Premises is more particularly described in the Lease.
B. Tenant
desires to temporarily defer the payment of a portion of its Base
Rent. Landlord desires to accommodate Tenant’s request on the
terms and conditions set forth below.
AGREEMENTS
For good and valuable consideration,
the receipt and sufficiency of which are acknowledged, the parties
agree to amend the Lease as follows:
1.
Temporary (Partial) Base Rent Abatement . For the period
commencing on November 1, 2008 through January 31, 2009,
Tenant’s Base Rent shall be partially abated by $15,000 for
each of the three months during such period for a total of $45,000
(“Partial Abatement”). The Partial Abatement, plus
accrued interest at the rate of 9% per annum, shall be due
within sixty (60) days upon the earlier to occur of
(i) sale of all or substantially all of the assets of Tenant
or the acquisition or merger of Tenant or the occurrence of any
other transaction identified in Section 4.15.4 of the Lease,
(ii) capital or equity raise of $3,000,000 (Three million
dollars) or more, (iii) strategic partnership with up-front
payments over $300,000 (Three hundred thousand dollars),
(iv) default by Tenant under the Lease; provided, that if none
of the foregoing events have occurred by December 31, 2010,
Tenant shall commence paying back the Partial Abatement (plus
interest) in twelve (12) equal installments at the same time
and in the same manner as Base Rent commencing on January 1,
2011 and on the first of each month thereafter until paid in
full.
