SECOND AMENDMENT TO SUBLEASE
AGREEMENT
THIS SECOND
AMENDMENT TO SUBLEASE AGREEMENT (this “Second
Amendment” ), dated this 22 nd day of April, 2009 but effective as of
November 1, 2008, is executed by and between Novavax, Inc., a
Delaware Corporation ( “Sublandlord” ) and
PuriCore, Inc., a Delaware Corporation, successor in interest to
Sterilox Technologies, Inc. ( “Subtenant”
).
WHEREAS, pursuant
to a Lease Agreement dated July 15, 2004 ( “Prime
Lease” ) Sublandlord leased from Liberty Property Limited
Partnership, a Pennsylvania limited partnership ( “Prime
Landlord” ) approximately 32,908 rentable square feet of
space on the first and second floor (the
“Premises” ) of the building located at 508 Lapp
Road, Malvern, Pennsylvania 19355 (the
“Property” ); and
WHEREAS, Prime
Landlord and Sublandlord entered into an Amendment to Lease
Agreement and Consent to Sublease dated June 1, 2006;
and
WHEREAS,
Sublandlord and Subtenant entered into a Sublease Agreement dated
April 28, 2006 (the “Original Sublease” )
pursuant to which Subtenant agreed to sublease a portion of the
Premises (the “Sublease Premises” ) from
Sublandlord; and
WHEREAS,
Sublandlord and Subtenant entered into that certain Amendment to
Sublease dated October 25, 2006 (the “First Amendment
to Sublease” ), pursuant to which the parties amended the
Original Sublease as more particularly set forth
therein;
WHEREAS, the
Original Sublease, as amended by the First Amendment to Sublease,
is hereinafter referred to as the “Sublease” ;
and
WHEREAS,
Sublandlord and Subtenant now wish to further amend the Sublease as
set forth in this Second Amendment.
NOW, THEREFORE,
for and in consideration of the agreements of the parties set forth
below and intending to be legally bound, Sublandlord, and Subtenant
hereby agree as follows:
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1.
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Incorporation of Recitals
. The parties hereto
acknowledge and agree that the recitals hereinabove set forth are
true and correct in all respects and that the same are incorporated
herein and made a part hereof.
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2.
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Representations
.
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(a)
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Sublandlord hereby represents and
warrants to Subtenant the following facts;
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(1)
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except as modified by this Second
Amendment, the Sublease is in full force and effect and constitutes
the entire rental agreement between Sublandlord and Subtenant for
the Sublease Premises;
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(2)
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there are no existing defaults on
the part of Sublandlord, or to Sublandlord’s knowledge,
Subtenant under the Sublease;
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(3)
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neither Prime Landlord nor
Sublandlord is in default under the Prime Lease, and to
Sublandlord’s knowledge, there exists no state of facts and
no event has occurred which, with the passage of time or the giving
of notice, or both, would constitute a default by either Prime
Landlord or Sublandlord under the Prime Lease; and
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(4)
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Sublandlord has paid to Prime
Landlord any and all sums owed to Prime Landlord under the Prime
Lease as of the date of this Second Amendment;
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(5)
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to
Sublandlord’s knowledge, no part of the Security Deposit has
been applied by Prime Landlord to satisfy Sublandlord’s
obligations under the Prime Lease;
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(6)
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Sublandlord has no knowledge of any
environmental condition that affects the use or operation in any
way of that portion of the Premises not currently being occupied by
Subtenant.
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(b)
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Subtenant hereby represents and
warrants to Sublandlord the following facts:
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(1)
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except as modified by this Second
Amendment, the Sublease is in full force and effect and constitutes
the entire rental agreement between Sublandlord and Subtenant for
the Sublease Premises;
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(2)
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Subtenant is in full and complete
possession of the Sublease Premises; and
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(3)
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there are no existing defaults on
the part of Subtenant , or to Subtenant’s knowledge,
Sublandlord under the Sublease.
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3.
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Sublease Premises
. As of November 1,
2008, the Sublease Premises is expanded to include the entire
Premises, consisting of approximately 32,908 rentable square feet
as shown on the attached Exhibit “A”
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4.
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Sublease Term
. The Term of the
Sublease shall be extended and continue in effect until
September 30, 2011.
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5.
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Option to Renew.
Subtenant is hereby
granted an option to renew ( “Option” ) the Term
for an additional three (3) year term (the “Option
Term” ) provided that: (i) the Sublease has not been
assigned by Subtenant prior to the date of the
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commencement of the Option Term;
(ii) no event has occurred as of the date of the notice or
date of the commencement of the Option Term which with the giving
of notice, passage of time or both would constitute an Event of
Default by Subtenant under the Sublease; and (iii) Subtenant
has given written notice to Sublandlord of the exercise of the
Option not less than nine (9) months prior to the expiration
of the Term. If Subtenant so exercises the Option, all references
to the Term in this Second Amendment and in the Sublease shall
include the Option Term.
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(a)
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The
foregoing provisions of the Prime Lease are hereby now included in
the Sublease: Sections 1(g), 1(h), 2 and 5; and
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(b)
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Sections 6(a), 6(b) and 6(c)
shall be deleted from the Sublease Agreement and replaced with the
following subparagraphs:
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“(a) Beginning
November 1, 2008, the monthly Subrent shall be $10.00 per
square foot of the Premises. The Subrent will be subject to an
annual escalation of 2.5% effective November 1, 2009, and
thereafter on November 1 during each year of the Sublease Term. If
Subtenant exercises the Option and the Term is extended for the
Option Term, the Subrent shall be subject to an annual escalation
of 4.0% effective November 1, 2011, during each year of the
Option Term. Subtenant shall make all payments of Subrent to
Sublandlord on the first day of each month via ACH wire
transfer.
(b) Subtenant
shall reimburse Sublandlor
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