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SECOND AMENDMENT TO OFFICE LEASE

Office Lease Agreement

SECOND AMENDMENT TO OFFICE LEASE | Document Parties: PHARMATHENE, INC | JBJ Management Company You are currently viewing:
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PHARMATHENE, INC | JBJ Management Company

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Title: SECOND AMENDMENT TO OFFICE LEASE
Date: 11/14/2008

SECOND AMENDMENT TO OFFICE LEASE, Parties: pharmathene  inc , jbj management company
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Exhibit 10.44

 

SECOND AMENDMENT TO OFFICE LEASE

 

THIS SECOND AMENDMENT TO OFFICE LEASE (this “ Second Amendment ”) is made as of Sept. 16 th 2008, by and between Park Place Trust, a Maryland business trust (“ Landlord ”) and PharmAthene, Inc., a Delaware corporation (“ Tenant ”) .

 

WITNESSETH :

 

WHEREAS, Landlord and Tenant entered into that certain Office Lease dated September 14, 2006 (the “ Original Lease ”) .

 

WHEREAS, Landlord and Tenant entered into that certain First Amendment to Office Lease dated January 22, 2007 (the “ First Amendment ” and, together with the Original Lease, the “ Lease ”).

 

WHEREAS, pursuant to the Lease, Landlord has leased to Tenant and Tenant has leased from Landlord certain space (the “ Premises ”) , consisting of approximately twelve thousand five hundred twenty-seven (12,527) rentable square feet of office space located on the fourth (4th) floor of the building known as Park Place Office Building One and located at West Street and Taylor Avenue, Annapolis, Maryland (the “ Building ”) , as more particularly described in the Lease.

 

WHEREAS, Landlord has agreed to lease to Tenant, and Tenant has agreed to lease from Landlord, approximately 9,329 square feet of additional rentable area on the fifth (5 th ) floor of the Building (the “ Fifth Floor Expansion Space ”) as shown on Exhibit A-2 attached hereto.

 

WHEREAS, Landlord and Tenant desire to amend the Lease upon the terms and conditions set forth in this Second Amendment.

 

WHEREAS, except as otherwise defined herein, all terms used in this Second Amendment that are defined in the Lease shall have the same meaning as set forth in the Lease.

 

NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) cash in hand paid, the mutual covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1.    Landlord hereby leases the Fifth Floor Expansion Space to Tenant, and Tenant hereby leases the Fifth Floor Expansion Space from Landlord. With the addition of the Fifth Floor Expansion Space, the Demised Premises (as so expanded, the “ Demised Premises Expanded ”) shall contain approximately 21,856 rentable square feet.

 

The Monthly Rent for the Fifth Floor Expansion Space (“ Fifth Floor Expansion Space Monthly Rent ”) from and after the Fifth Floor Expansion Space Commencement Date (as defined below) shall be as follows:

 



 

Period

 

Fifth Floor Expansion 
Space 
Monthly Rent

 

Rate Per
 Square Foot

 

 

 

 

 

 

 

Fifth Floor Expansion Space Commencement

 

 

 

$

31.93

 

 

 

 

 

 

 

Date through end of the Second Lease Year (ending May 31, 2009)

 

$

24,822.91

 

 

 

 

 

 

 

 

 

Third Lease Year

 

$

25,569.23

 

$

32.89

 

 

 

 

 

 

 

Fourth Lease Year

 

$

26,338.88

 

$

33.88

 

 

 

 

 

 

 

Fifth Lease Year

 

$

27,131.84

 

$

34.90

 

 

 

 

 

 

 

Sixth Lease Year

 

$

27,948.13

 

$

35.95

 

 

 

 

 

 

 

Seventh Lease Year

 

$

28,787.74

 

$

37.03

 

 

 

 

 

 

 

Eighth Lease Year

 

$

29,650.67

 

$

38.14

 

 

 

 

 

 

 

Ninth Lease Year

 

$

30,536.93

 

$

39.28

 

 

 

 

 

 

 

Tenth Lease Year (ending May 31, 2017)

 

$

31,454.28

 

$

40.46

 

 

With the addition of the Fifth Floor Expansion Space, Tenant’s Share of Operating Expenses shall be increased from 7.81% to 13.86%, Tenant’s Share of Operating Costs shall be increased from 8.24% to 16.33% and Tenant’s Share of Real Estate Taxes shall be increased from 7.81% to 13.86%, with such increased amounts pro rated to reflect partial year tenancy with respect to the Fifth Floor Expansion Space from the Fifth Floor Expansion Space Commencement Date through the end of that calendar year.

 

2.              Letter of Credit

 

Landlord and Tenant acknowledge that Tenant has provided a Security Deposit Letter of Credit (the “ Letter of Credit ”) in the amount of $183,588.00 pursuant to the First Amendment and Section 6(B) of the Lease and that Tenant had the right to reduce the Letter of Credit by $61,196.00 on the last day of the first Lease Year, which right was not exercised by Tenant. Landlord and Tenant agree that given Tenant’s right to terminate this Second Amendment pursuant to the Fifth Floor Expansion Space Termination Option as provided in Section 4 hereof, and in consideration of Landlord’s willingness to not require an increase in the Letter of Credit immediately upon execution of this Second Amendment, Tenant hereby waives it right to reduce the Letter of Credit until after the exercise or expiration of the Fifth Floor Expansion Space Termination Option.

 

If Tenant properly exercises the Fifth Floor Expansion Space Termination Option pursuant to Section 4 hereof and this Second Amendment is terminated pursuant thereto, Tenant shall be entitled to take an immediate reduction in the Letter of Credit of

 

2



 

$61,196.00 and further reductions on the last day of the second, third and fourth Lease Year as outlined in the First Amendment.

 

If Tenant does not terminate this Second Amendment pursuant to the Fifth Floor Expansion Space Termination Option, on the Fifth Floor Expansion Space Commencement Date, the Letter of Credit shall be increased pro rata from One Hundred Eighty-Three Thousand Five Hundred Eighty-Eight Dollars ($183,588.00) to Three Hundred Twenty Thousand Three Hundred Six Dollars ($320,306.00) and Tenant shall simultaneously be permitted to take a reduction of One Hundred Six Thousand Seven Hundred Sixty-Eight Dollars ($106,768.00), which pro rata increase and reduction shall be evidenced by an amendment to the Letter of Credit to be delivered by Tenant to Landlord on such date, such that on the Fifth Floor Expansion Space Commencement Date the Letter of Credit shall be in the amount of Two Hundred Thirteen Thousand Five Hundred Thirty-Eight Dollars ($213,538). The Letter of Credit Reduction chart contained in Section 6(C) of the Lease shall be deemed deleted and replaced with the following:

 

 

 

Security Deposit

 

Security Deposit Remaining

 

Reduction Date

 

Reduction Amount

 

After Reduction

 

 

 

 

 

 

 

Last day of the second Lease Year

 

$

53,384.33

 

$

160,152.99

 

 

 

 

 

 

 

Last day of the third Lease Year

 

$

53,384.33

 

$

106,768.66

 

 

 

 

 

 

 

Last day of the fourth Lease Year

 

$

53,384.33

 

$

53,384.33

 

 

3.      Term

 

(A) The term of the Lease with respect to the Fifth Floor Expansion Space shall commence on the Fifth Floor Expansion Space Commencement Date and shall expire on and be coterminous with the Expiration Date of the Lease, May 31, 2017. The term of the Lease with respect to the Fifth Floor Expansion Space shall also include any properly exercised renewal or extension of the Lease.

 

(B) The “ Fifth Floor Expansion Space Commencement Date ” shall be the earlier of (i) the date on which Tenant commences business operations in the Fifth Floor Expansion Space or (ii) the date on which the Fifth Floor Expansion Space Leasehold Work (as defined in Exhibit B-1 attached hereto) is substantially complete (as determined in accordance with Paragraph 10 of Exhibit B-1 attached hereto). Notwithstanding the foregoing, Tenant shall not have any right to commence business operations in the Fifth Floor Expansion Space unless the same are vacant and delivered to Tenant by Landlord and during any period Tenant is in breach of any of its obligations under the Lease. Promptly after the Fifth Floor Expansion Space Commencement Date is ascertained, Landlord shall provide and Tenant shall execute a certificate confirming the Fifth Floor Expansion Space Commencement Date in the form of Exhibit D-2 attached hereto.

 

3



 

(C) It is presently anticipated that the Fifth Floor Expansion Space will be delivered to Tenant with the Fifth Floor Expansion Space Leasehold Work substantially complete, except as hereinafter provided, on or about February 15, 2009; provided, however, that if Landlord does not deliver possession of the Fifth Floor Expansion Space by such date, Landlord shall not have any liability whatsoever, and except as set forth in the sentence next following, this Second Amendment shall not be rendered void or voidable, as a result thereof. The foregoing notwithstanding, in the event the Fifth Floor Expansion Space Commencement Date has not occurred by June 15, 2009 (as such date may be extended by force majeure and Tenant Delay, as defined in Exhibit  B ) , then Tenant shall have the right to terminate this Second Amendment without penalty upon notice to Landlord given prior to the Fifth Floor Expansion Space Commencement Date. If so terminated, the Lease shall thereafter continue in full force and effect without reference to this Second Amendment.

 

Except as herein set forth the Fifth Floor Expansion Space shall be deemed part of the Demised Premises Expanded and the Lease shall apply to the Fifth Floor Expansion Space in the same manner it applies to the space originally demised.

 

4.      Prior to the Fifth Floor Expansion Space Commencement Date, Tenant shall have the option to terminate this Second Amendment (the “ Fifth Floor Expansion Space Termination Option ”) by providing Landlord with written notice and payment, along with such notice, of the applicable Fifth Floor Expansion Space Termination Fee as follows:

 

 

 

Fifth Floor Expansion

 

 

 

 

 

Space Termination Fee

 

Total Fifth Floor Expansion

 

Notice of Termination

 

Per Square Foot

 

Space Termination Fee

 

 

 

 

 

 

 

Prior to December 1, 2008

 

$

15.00

 

$

139,935.00

 

 

 

 

 

 

 

Between December 1, 2008 and December 31, 2008

 

$

40.00

 

$

373,160.00

 

 

This Fifth Floor Expansion Space Termination Option shall, if not thereto exercised, expire upon the earlier of (A) the date Tenant takes possession of the Fifth Floor Expansion Space or (B) 5:00pm EST on December 31, 2008. In the event this Second Amendment is so terminated, the Lease shall continue in full force and effect in accordance with its terms and without reference to this Second Amendment.

 

5.      Any and all references in the Lease to “200 Park Place” are hereby deleted and replaced with “One Park Place.”

 

6.      Landlord’s address in Section 1 of the Lease, and Landlord’s notice address in Paragraph 41 of the Lease, are hereby deleted and replaced with the following: “c/o Jerome J. Parks Companies, One Park Place, Suite 400, Annapolis, Maryland 21401, Attn: Jerome J. Parks.”

 

4



 

7.      By virtue of the leasing of the Fifth Floor Expansion Space, Tenant shall be entitled to an allocation of two (2) additional contracts for reserved spaces, such contracts to be made available pursuant to Section 8 of the Lease.

 

8.      This Second Amendment shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.

 

9.      This Second Amendment may be executed in multiple counterparts, each of which shall be an original, but all of which shall constitute one and the same Second Amendment. Faxed signatures shall have the same binding effect as original signature, and a faxed Second Amendment containing the signatures (original or faxed) of the parties shall be binding.

 

10.    In all other respects the Lease shall continue in full force and effect in accordance with its terms.

 

[Signatures contained on the following page]

 

5



 

IN WITNESS WHEREOF, Landlord and Tenant have caused this Second Amendment to be executed under seal as of the date first above written.

 

 

 

LANDLORD:

 

 

 

PARK PLACE TRUST,

 

a Maryland business trust

 

 

 

By:

JBJ/Carlyle Park Place LP, a

 

 

Delaware limited partnership,

 

 

as Trustee

 

 

 

 

By:

JBJ Management Company,

 

 

 

Inc., a Maryland limited

 

 

 

liability company, Managing

 

 

 

General Partner

 

 

 

 

 

By:

/s/ J. Parks

[SEAL]

 

Name:

J. Parks

 

 

Date:

9/16/08

 

 

 

 

 

 

 

TENANT:

 

 

 

PHARMATHENE, INC.,

 

a Delaware corporation

 

 

 

By:

/s/ Christopher C. Camut

[SEAL]

 

Name:

Christopher C. Camut

 

 

Title:

VP, Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 



 

EXHIBIT A-2

FIFTH FLOOR EXPANSION SPACE

(Attached)

 



 

 

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