Exhibit 10.16
SECOND AMENDMENT TO LEASE
Second Amendment to Lease ("Agreement") made this 18th day of June,
2007, by and between 1375 KINGS HIGHWAY/777 COMMERCE DRIVE ASSOCIATES, LLC and
14 MAMARONECK AVENUE REINVESTMENT ASSOCIATES, LLC ("Landlord"), each a
Connecticut limited liability company with offices at c/o Celestial Capital
Group, Inc., 10 East 40th Street, New York, NY 10016 and COMPETITIVE
TECHNOLOGIES, INC. ("Tenant"), with offices at 777 Commerce Drive, Fairfield,
Connecticut 06824.
RECITALS
WHEREAS, Landlord and Tenant entered into a lease ("Lease") dated April 28,
2006 demising to Tenant 11,025 rentable square feet (sometimes, "rsf") in the
Building; and
WHEREAS, prior to the Commencement Date, the parties agreed to reduce the
rentable square footage of the Demised Premises from 11,025 rsf to 10,939 rsf by
Amendment To Lease dated July 20, 2006; and
WHEREAS, the Commencement Date was September 1, 2006, and the Lease is in
effect on the date hereof; and
WHEREAS, the parties have agreed to further reduce the rentable square
footage of the Demised Premises by 317 rsf ("Surrendered Space") commencing June
1, 2007, so that the total rentable square footage in the Demised Premises will
be 10,622, and to amend the Lease accordingly.
NOW, THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration, the parties agree as follows:
1
1. Lease Summary and Schedule "A" . A new Lease Summary and Schedule "A"
(Rent Schedule) in the form attached hereto shall replace the existing Lease
Summary and Schedule "A" to the Lease, effective as of June 1, 2007 ("Effective
Date") through the expiration date of the Term, or the Renewal Term, as the case
may be. The Rentable Square Feet, Annual Base Rent, Security Deposit, Tenant's
Share, and Tenant's Tax Share set forth in the Lease Summary have been changed
in the new Lease Summary, as of the Effective Date, to reflect the reduction of
the rentable square footage of the Demised Premises from 10,939 rsf to 10,622
rsf. All other terms in the Lease Summary remain the same. Schedule "A" has been
changed in its entirety to reflect the new annual and monthly installment of
Base Rent by reason of the Surrendered Space.
2. Exhibit "A" (Plan of Demised Premises). As of the Effective Date, a new
Exhibit "A" (Plan of Demised Premises) in the form attached hereto which shows
the Surrendered Space (also designated as "Supply Room #117") shall replace the
existing Exhibit "A" (Plan of Demised Premises) to the Lease.
3. Tenant's Surrender of the Surrendered Space. On or before June 1, 2007,
Tenant shall surrender to Landlord the Surrendered Space in the condition
required under Section 19.01 of the Lease.
4. Refund of Security Deposit. As of the Effective Date, the Security
Deposit due under the Lease shall be reduced from $ 41,021.34 to $ 39,832.50,
and Landlord shall thereafter refund to Tenant the sum of $ 1,188.84 from the
Security Deposit it is currently holding under the Lease.
5. Miscellaneous. This Agreement is contingent upon the execution of a
lease between Landlord and Hub International, Inc. on or before August 1, 2007.
Except as amended by this Agreement, the parties confirm and ratify all the
terms, covenants and conditions of the Lease.
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Unless expressly set forth to the contrary or modified by this Agreement, all
defined terms shall have the meanings ascribed to them under the Lease. If
there is a conflict between the provisions of the Lease and this Agreement, the
provisions of this Agreement shall control. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and/or permitted assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
LANDLORD:
14 MAMARONECK AVENUE 1375 KINGS HIGHWAY/777
REINVESTMENT ASSOCIATES, LLC COMMERCE DRIVE ASSOCIATES, LLC
By: 14 Mamaroneck Avenue, LLC, By: Celestial Real Estate Fund II, LLC,
Its Sole Member Its Sole Member
By: Celestial Capital Management II, Inc.,
Its Manager
By:_____________________________ By: ________________________________
MARK ELLMAN, Manager MARK ELLMAN, President
TENANT:
COMPETITIVE TECHNOLOGIES, INC.
By:__________________________________
Name: John B. Nano
Title: Chairman, CEO & President
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LEASE SUMMARY
DATE OF ORIGINAL LEASE: APRIL 28, 2006
TENANT: COMPETITIVE TECHNOLOGIES, INC.
ADDRESS: 777 COMMERCE DRIVE
FAIRFIELD, CT 06825
TAXPAYER IDENTIFICATION NUMBER: 36-2664428
SUITE NO.: 100
RENTABLE SQUARE FEET: 10,622 R.S.F.
USE (ARTICLE 6): GENERAL AND EXECUTIVE OFFICES FOR TENANT'S
TECHNOLOGY TRANSFER AND LICENSING
BUSINESS.
TERM (ARTICLE 2): SEVEN (7) YEARS
COMMENCEMENT DATE OF ORIGINAL LEASE SEPTEMBER 1, 2006
(ARTICLE 2):
RENT COMMENCEMENT DATE (ARTICLE 3): SAME AS COMMENCEMENT DATE, SUBJECT TO
SECTION 2.05.
BASE RENT:
LEASE YEAR/PERIOD ANNUAL BASE RENT
----------------- ----------------
1 $238,995.00 ($22.50/R.S.F.)
2 $249,617.00 ($23.50/R.S.F.)
3 $260,239.00 ($24.50/R.S.F.)
4 $270,861.00 ($25.50/R.S.F.)
5 $281,483.00 ($26.50/R.S.F.)
6 $292,105.00 ($27.50/R.S.F.)
7 $302,727.00 ($28.50/R.S.F.)
(SEE SCHEDULE "A")
ELECTRIC (ARTICLE 5): CONSUMPTION MEASURED BY SUBMETER OR DIRECT
METER AND PAYABLE BY TENANT ON THE TERMS
SET FORTH IN SECTION 5.01 OR SECTION 5.02.
SECURITY DEPOSIT (ARTICLE 30): $39,832.50 (TWO MONTHS' BASE RENT)
TENANT'S SHARE (ARTICLE 4): APPROXIMATELY 17.62% (OR AS LATER
ADJUSTED)
TENANT'S TAX SHARE (ARTICLE 4): APPROXIMATELY 17.62% (OR AS LATER
ADJUSTED)
BASE YEAR FOR REAL ESTATE TAXES JULY 1, 2006 - JUNE 30, 2007
(ARTICLE 4): (ORIGINAL TERM)
JULY 1, 2013 - JUNE 30, 2014 (RENEWAL TERM)
BASE YEAR FOR OPERATING EXPENSES CALENDAR YEAR 2006 (ORIGINAL TERM)
(ARTICLE 4):
CALENDAR YEAR 2014 (RENEWAL TERM)
RENEWAL OPTION (ARTICLE 2): ONE FIVE (5) YEAR RENEWAL TERM UPON NINE
(9) MONTHS PRIOR WRITTEN NOTICE AND ON THE
TERMS SET FORTH IN SECTION 2.06.
ADDITIONAL TENANT CONCESSION LANDLORD SHALL PAY THE REMAINDER OF
(ARTICLE 3): TENANT'S RENT DUE UNDER ITS LEASE OF 1960
BRONSON ROAD, FAIRFIELD, CT ON THE
TERMS SET FORTH IN SECTION 3.02.
EARLY TERMINATION OPTION TENANT SHALL HAVE THE RIGHT TO TERMINATE
(ARTICLE 2): THE LEASE AT THE END OF THE FIFTH LEASE
YEAR ON THE TERMS SET FORTH IN
SECTION 2.07.
RIGHT OF EXPANSION (ARTICLE 33): TENANT HAS AN OPTION TO LEASE ADDITIONAL
SPACE ON THE FIRST FLOOR OF THE BUILDING ON
THE TERMS SET FORTH IN SECTION 33.01.
PARKING: TEN (10) RESERVED SPACES IN ADDITION TO THE
NON-EXCLUSIVE USE OF THE BUILDING'S PARKING
AREA ON THE TERMS SET FORTH IN SECTION
6.03.
GUARANTOR: NONE
BROKER: ALBERT B. ASHFORTH, INC. AND HK GROUP
SCHEDULE "A"
RENT SCHEDULE
LEASE ANNUAL BASE MONTHLY
YEAR RENT INSTALLMENT
- ---- ---- -----------
1* $238,995.00 $19,916.25
2 $249,617.00 $20,801.42
3 $260,239.00 $21,686.58
4 $270,861.00 $22,571.75
5 $281,483.00 $23,456.92
6 $292,105.00 $24,342.08
7 $302,727.00 $25,227.25
* LEASE YEAR 1 ONLY APPLICABLE TO JUNE 1, 2007 THROUGH AUGUST 31, 2007.