Exhibit 10.1
Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) is the type that the Registrant treats as private or confidential.
FIRST AMENDMENT TO OFFICE LEASE
THIS FIRST AMENDMENT TO OFFICE LEASE (this “First Amendment”),
dated as of August 14, 2020 (the “Effective Date”), is entered into by and between CSHV PEN FACTORY, LLC, a Delaware limited liability company (“Landlord”), and GOODRX, a Delaware corporation (“Tenant”), with reference to the following:
R E C I T A L S
NOW, THEREFORE, in consideration of the foregoing Recitals (which are incorporated herein by this reference), for the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:
A G R E E M E N T
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16, 2019, the Lease Commencement Date would have been June 12, 2020. However, Landlord has agreed to delay the Lease Commencement Date to July 1, 2020 (the “Commencement Date Adjustment”) in exchange for the Release.
Tenant acknowledges that it is familiar with and understands California Civil Code Section 1542, which provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
Tenant hereby waives and relinquishes every right or benefit that it has or may have under California Civil Code Section 1542 to the full extent that it may lawfully waive such right or benefit. In connection with such waiver and relinquishment, Tenant acknowledges that it may discover facts in addition to or different from those that it knows or believes to be true with
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respect to the subject matter of this First Amendment and/or the waiver(s) set forth herein, but that it is Tenant’s intention hereby to fully, finally and forever waive and release all Claims, known or unknown, suspected or unsuspected, that may exist or heretofore have existed or that may come into existence hereinafter with respect to such Claims, as well as any and all other Claims and/or matters covered herein or contemplated hereby. The releases given in this Section shall be and remain in effect as full and complete releases notwithstanding the discovery or existence of any such additional or different facts. Tenant acknowledges and agrees that it has been represented by legal counsel of its choice in connection with this First Amendment, and that such counsel has explained to Tenant the provisions of this Section. By initialing below, Tenant confirms it has agreed to the provisions of this Section.
Tenant’s initials: /s/ TB /s/ DH
c/o LaSalle Investment Management, Inc. 333 W. Wacker Drive, Suite 2300
Chicago, Illinois 60606 Attention: [***]
Email: [***]
with a copy to:
[***]
and a copy to:
CSHV Pen Factory, LLC
c/o Lincoln Property Company 915 Wilshire Blvd., Suite 2050 Los Angeles, CA 90017
Attn: Property Manager
Payable to: CSHV Pen Factory, LLC if paid by mail, then to:
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CSHV Pen Factory, LLC
c/o Lincoln Property Company 915 Wilshire Blvd., Suite 2050 Los Angeles, CA 90017
Attn: Property Manager if paid by wire, then to:
[***]
matters and information related to the Lease. Landlord hereby certifies and acknowledges that, as of the Effective Date, and conditioned on the mutual execution and delivery of this Agreement and subject to Tenant’s ongoing obligations under the Lease, (A) to Landlord’s actual knowledge without duty of investigation or inquiry, Tenant is not in default under the Lease; (B) Landlord has not delivered any notice to Tenant regarding a default by Tenant under the Lease which remains uncured, and (C) Landlord is holding the L-C in the amount of $9,000,000.00. As used in this First Amendment, “Landlord’s actual knowledge without duty of investigation or inquiry” shall mean and refer to the actual knowledge without investigation or inquiry of Amy Xu, the asset manager
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of the Building, and, as of the Effective Date, Landlord hereby represents and warrants to Tenant that Amy Xu is the asset manager of the Building and has a job description that requires knowledge of matters and information related to the Lease.
26.14 of the Lease are expressly incorporated herein by reference.
company, or other liability for any of the obligations entered into by LaSalle as investment manager for CALSTRS, the sole member of Landlord.
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First Amendment shall control. The headings to sections of this First Amendment are for convenient reference only and shall not be used in interpreting this First Amendment. This First Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Delivery of an electronically executed signature page hereof by electronic transmission (including, without limitation, via emailed .pdf or DocuSign) shall specifically be deemed as effective as delivery of a manually executed signature page hereof.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, Landlord and Tenant have caused their duly authorized representatives to execute this First Amendment as of the date first above written.
“LANDLORD”:
CSHV PEN FACTORY, LLC,
a Delaware limited liability company
By: California State Teachers’ Retirement System, a public entity created pursuant to the laws of the State of California, its sole member
By: LaSalle Investment Management, Inc. Its: Investment Manager
By: /s/ Amy Xu Authorized Signatory
“TENANT”:
GOODRX, INC.,
a Delaware corporation
By: /s/ Doug Hirsch
Name: Its:
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Doug Hirsch
Co- CEO
By: _ /s/ Trevor Bezdek
Name: Its:
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Trevor Bezdek Co-CEO
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