Exhibit 10.1
SEVENTH AMENDMENT TO
LEASE
THIS SEVENTH AMENDMENT TO
LEASE (the
“Amendment”) dated as of the 2nd day of July, 2008 (the
“Effective Date”), by and between GLENHARDIE
PARTNERS, L.P. , successor in interest to FV Office Partners,
L.P., a limited partnership organized and existing under the laws
of Delaware (hereinafter referred to as “Landlord”),
and ENCORIUM GROUP, INC. , f/k/a/ Covalent Group Inc., a
corporation organized and existing under the laws of Nevada whose
present address is 1275 Drummers Lane, Wayne, PA 19087 (hereinafter
referred to as “Tenant”).
W I T N E S S E T
H T H A T :
WHEREAS, Landlord leased certain premises at Glenhardie
Corporate Center in the building located at 1275 Drummers Lane,
Wayne, Pennsylvania 19087 (the “Building”), to Tenant
pursuant to that certain Lease dated September 9, 1994,
amended by that certain First Amendment to Lease dated
March 25, 1996 and that certain Second Amendment to Lease
dated November 14, 1996 (collectively, the “Original
Lease”);
WHEREAS, Landlord and Interactive Health Computing Inc.
(“IHC”) entered into that certain Agreement of Lease
dated January 15, 1996 as amended by a First Amendment to
Lease dated March 25, 1996 (the “IHC Lease”)
regarding certain space located on the first floor of the Building.
Landlord consented to the assignment of the IHC Lease to Tenant
pursuant to that certain Assignment and Assumption of Lease dated
September 30, 1999 between Tenant and IHC in which Tenant
assumed the rights and obligations of the IHC Lease (the
“Assignment and Assumption”) and that certain Consent
to Assignment and Assumption between Landlord, IHC and Tenant dated
September 1999 (the “Consent”). The IHC Lease, the
Assignment and Assumption and the Consent are hereinafter
collectively referred to as the “IHC Lease Documents.”
The Original Lease and the IHC Lease Documents as the same has been
modified by that certain Third Amendment to Lease dated
July 31, 2001, that certain Fourth Amendment to Lease dated as
of November 27, 2001, that certain Fifth Amendment to Lease
dated as of December 13, 2002 and that certain Sixth Amendment
to Lease dated as of July 2, 2008 (the “Sixth
Amendment”) are hereinafter collectively referred to as the
“Lease”; and
WHEREAS, Landlord and Tenant have agreed to further amend
the Lease in accordance with the terms and conditions set forth
herein;
NOW THEREFORE
, Landlord and Tenant for good and
valuable consideration, intending to be legally bound, hereby agree
as follows:
1. Paragraph 2 of the Sixth
Amendment is hereby deleted in its entirety and replaced by the
following:
“As of the Effective Date
Fixed Rent shall be $22.00 per rentable square foot payable in
equal monthly installments. Upon the occurrence of the Give Back
Space Surrender Date (as hereinafter defined) Fixed Rent shall be
due and payable in accordance with the following
schedule:
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Monthly Fixed
Rent
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Annual Fixed
Rent
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Give Back Space Surrender
Date—5/31/2009
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$
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42,137.33
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$
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505,648.00
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6/1/2009—5/31/2010
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$
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43,573.83
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$
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522,886.00
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6/1/2010—5/31/2011
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$
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45,010.33
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$
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540,124.00
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6/1/2011—5/31/2012
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$
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46,446.83
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$
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557,362.00
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6/1/2012—5/31/2013
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$
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47,883.33
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$
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574,600.00
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6/1/2013—5/31/2014
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$
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49,319.83
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$
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591,838.00
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6/1/2014—12/31/2014
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$
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50,756.33
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$
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609,076.00”
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2. Paragraph 4 of the Sixth
Amendment is hereby deleted in its entirety and replaced by the
following:
“Upon completion of the Tenant
Improvements Tenant shall surrender to Landlord a portion of the
Premises located on the first floor known as Suite 100 consisting
of approximately 11,042 rentable square feet and more fully
described on Exhibit “A” attached hereto (the
“Give Back Space”). On the date on which Tenant turns
over the Give Back Space to Landlord in vacant and broom clean
condition (the “Give Back Space Surrender Date”) the
Give Back Space shall cease to be a portion of the Premises and
Tenant shall not have access to or use of the Give Back Space. From
and after the Give Back Space Surrender Date: (i) the Premises
shall consist of approximately 22,984 rentable square feet,
consisting of 697 rentable square feet