EXHIBIT 10.2
AMENDMENT #1 dated October 17, 2005, for reference purposes only, to Lease
Agreement dated November 28, 2001 by and between NORTHPARK INDUSTRIAL, as Lessor
and IRIS INTERNATIONAL, INC., formerly known as INTERNATIONAL REMOTE IMAGING
SYSTEMS, INC., as Lessee, for the premises located at 9172 Eton Avenue,
Chatsworth, CA.
Upon full execution of this Amendment #1, the above referenced Lease Agreement
shall be amended as follows:
1. PARAGRAPH 63 of the above referenced Lease is hereby deleted and
replaced with the following revised Paragraph 63:
63) OPTION TO EXTEND (REVISED) - FIRST OF TWO
A. Lessor hereby grants to Lessee the option to extend
the term of this Lease for a THREE (3) YEAR AND TEN (10) MONTH period commencing
when the prior term expires upon each and all of the following terms and
conditions:
(i) Lessee gives to Lessor and Lessor receives
written notice of the exercise of the option to extend this Lease for said
additional term no earlier than nine months and no later than six months prior
to the time that the option period would commence if the option were exercised,
time being of the essence. If said notification of the exercise of said option
is not so given and received, this option shall automatically expire;
(ii) The provisions of paragraph 39, including
the provision relating to default of Lessee set forth in paragraph 39.4 of this
Lease are conditions of this Option;
(iii) All of the terms and conditions of this
Lease except where specifically modified by this option shall apply;
(iv) On JANUARY 1, 2007 , the monthly rent
payable under paragraph 1.5 and 4 of the attached Lease shall be adjusted by the
increase, if any, from the date this Lease commenced in the C.P.I. As used
herein, the term "C.P.I." shall mean the Consumer Price Index of the Bureau of
Labor Statistics of the U.S. Department of Labor for All Urban Consumers, Los
Angeles-Anaheim-Riverside, California (1982/84=100), "All Items", herein
referred to as "C.P.I."
a. The monthly rent payable in
accordance with paragraph A(iv) of this Addendum shall be calculated as follows:
the rent payable for the first month of the term of this Lease, as set forth in
paragraph 4 of the attached Lease, shall be multiplied by a fraction the
numerator of which shall be the C.P.I. of the calendar month immediately
preceding the effective date of the subject rent escalation, and the denominator
of which shall be the C.P.I. for the calendar month in which the original Lease
term commenced. The sum so calculated shall constitute the new monthly rent
hereunder, but, in no event, shall such new monthly rent be less than 103% of
the rent payable for the month immediately preceding the date for rent
adjustment.
b. In the event the compilation and/or
publication of the C.P.I. shall be discontinued, then the index most nearly the
same as the C.P.I. shall be used to make such calculation. In the event that
Lessor and Lessee cannot agree on such alternative index, then the matter shall
be submitted for decision to the American Arbitration Association in accordance
with the rules of said association and the decision of the arbitrators shall be
binding upon the parties. The cost of said Arbitrators shall be paid equally be
Lessor and Lessee.
c. Lessor shall notify Lessee of any
rental increases pursuant to this paragraph as soon as practicable after the
relevant C.P.I. figures have been released. Until such notification, Lessee
shall continue to pay the rent in effect during the prior rental period. After
notification of a rental increase, Lessee shall commence making rental payments
in the increased amount and shall, within ten (10) days after such notification,
pay to Lessor the amount of any rental increases due for previous months.
B. If this option to extend is exercised, the option
term shall commence on JANUARY 1, 2007 and shall end on OCTOBER 31, 2010 .
C. ON JANUARY 1, 2008, JANUARY 1, 2009 AND AGAIN ON
JANUARY 1, 2010 , the monthly rent payable shall be adjusted upward by 3% over
the rent payable for the month immediately preceding each rental adjustment.
AMENDMENT #1 dated October 17, 2005
Page 2
OPTION TO EXTEND - SECOND OF TWO
A. Lessor hereby grants to Lessee the option to extend the term
of this Lease for a FIVE (5) year period commencing when the prior term expires
upon each and all of the following terms and conditions:
(i) Lessee gives to Lessor and Lessor receives written
notice of the exercise of the option to extend this Lease for said additional
term no earlier than nine months and no later than six months prior to the time
that the option period would commence if the option were exercised, time being
of the essence. If said notification of the exercise of said option is not so
given and received, this option shall automatically expire;
(ii) The provisions of paragraph 39, including the
provision relating to default of Lessee set forth in paragraph 39.4 of this
Lease are conditions of this Option;
(iii) All of the terms and conditions of this Lease except
where specifically modified by this option shall apply;
The rent payable during this option term shall be determined
by multiplying the square footage of the premises times the rate that Lessee
will pay for the premises located at 9158-9162 Eton Avenue pursuant to that
certain Standard Industrial Commercial Single-Tenant Lease - Net (the "9158-9162
Eton Lease") dated as of October 17, 2005 between Lessor, as lessor, and Lessee,
as lessee. The rent shall be adjusted every November 1st accordingly. In the
event that Option to Extend set forth in Paragraph 64 of the 9158-9162 Eton
Lease is not exercised for any reason, the rent payable during this option shall
be determined by multiplying the square footage of the premises times the rate
that would have been payable by the Lessee under the 9158-9162 Eton Lease
pursuant to Paragraph 64 thereof if such Option to Extend had been exercised and
the provisions of said Paragraph 64 of the 9158-9162 Eton Lease are hereby
incorporated herein by this reference for the purposes of such calculation; and
the monthly rent shall be adjusted every November 1 thereafter in accordance
with subparagraph A(v) of said Paragraph 64.
B. If this option to extend is exercised, the option term shall
commence on NOVEMBER 1, 2010 and shall end on OCTOBER 31, 2015.
2. PARKING AGREEMENT: The twenty-one (21) parking spaces referred
to in Paragraph 1 of the Parking Agreement attached to the Lease Agreement are
included in the twenty-one (21) parking spaces referred to in Paragraph 1 of the
Parking Agreement attached to the 9158-9162 Eton Lease. In the event that at any
time the Lessee shall not be the lessee under both leases, the twenty-one (21)
parking spaces shall be allocated prorata between the two leases on a per square
foot basis.
All other terms and conditions of the above referenced Lease Agreement shall
remain unchanged and in full force and effect.
Time is of the essence and this Amendment #1 shall be null and void and of no
further force or effect unless signed and returned to us unchanged prior to
November 4, 2005.
LESSOR LESSEE:
IRIS INTERNATIONAL, INC.
NORTHPARK INDUSTRIAL
- ------------------------------------ ------------------------------------
By: /s/ Gary Siegel By: /s/ Cesar Garcia/President & CEO
--------------------------------- --------------------------------
By: /s/ Nicholas M. Brown By: /s/ M. Paravato
--------------------------------- --------------------------------
Date: 11/4/05 Date: 11/02/05
------------------------------- ------------------------------