Attached files
| file | filename |
|---|---|
| 10-K - NUGEN HOLDINGS, INC. | v207525_10k.htm |
| EX-10.1 - NUGEN HOLDINGS, INC. | v207525_ex10-1.htm |
| EX-10.7 - NUGEN HOLDINGS, INC. | v207525_ex10-7.htm |
| EX-10.8 - NUGEN HOLDINGS, INC. | v207525_ex10-8.htm |
| EX-31.1 - NUGEN HOLDINGS, INC. | v207525_ex31-1.htm |
| EX-32.1 - NUGEN HOLDINGS, INC. | v207525_ex32-1.htm |
| EX-32.2 - NUGEN HOLDINGS, INC. | v207525_ex32-2.htm |
| EX-31.2 - NUGEN HOLDINGS, INC. | v207525_ex31-2.htm |
| EX-10.29 - NUGEN HOLDINGS, INC. | v207525_ex10-29.htm |
| EX-10.21 - NUGEN HOLDINGS, INC. | v207525_ex10-21.htm |
FIRST
AMENDMENT TO DEED OF LEASE
THIS FIRST AMENDMENT TO DEED OF LEASE
(this “First Amendment”) is made as of the 1st day of
October, 2010 (the “Effective Date”), by and between CIT GUILFORD DRIVE LLC, a
Delaware limited liability company (“Landlord”), and NuGen MOBILITY, INC., a DELAWARE corporation
(“Tenant”).
WITNESSETH:
WHEREAS, pursuant to that
certain Lease with a Lease Reference Date of September 28, 2007 (the “Original
Lease”), Landlord leased to Tenant, and Tenant leased from Landlord,
approximately 6,480 rentable square feet of space known as Suite 201 (the
“Premises”) in the building with a street address of 44645 Guilford Drive,
Ashburn, Virginia (the “Building”), which Building is part of the office park
known as Corporate Center at Beaumeade;
WHEREAS, Tenant is currently a
month-to-month tenant in the Premises; and
WHEREAS, Tenant desires to
extend the Term, and Landlord has agreed thereto, upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration and
of the mutual agreements hereinafter set forth, it is hereby mutually agreed as
follows:
1.
Incorporation of Recitals. The
foregoing recitals are hereby incorporated in this First Amendment and are made
a part hereof by this reference.
2.
Definitions. All capitalized
terms used in this First Amendment shall have the meanings ascribed thereto in
the Original Lease, unless otherwise defined herein. As used herein and in the
Original Lease, the term “Lease” shall mean the Original Lease, as amended by
this First Amendment.
3.
Term.
Landlord and Tenant hereby expressly acknowledge and agree that the Term
is hereby extended for a period (the “Extension Period”) of one (1) year,
commencing on October 1, 2010 (the “Extension Commencement Date”) and ending on
September 30, 2011.
4.
Improvements to the Premises.
Tenant shall remain in possession of the Premises on the Extension
Commencement Date in its then “as-is” condition and Landlord shall have no
obligation to perform, or pay for, any work, improvements or alterations in or
to the Premises in connection with this First Amendment or
otherwise.
5.
Extension Period Annual Rent.
Commencing on the Extension Commencement Date, and thereafter on the
first day of each and every calendar month during the Extension Period, Tenant
shall pay Landlord Annual Rent for the Premises (“Extension Period Annual Rent”)
in the following amounts, in equal monthly installments (“Extension Period
Monthly Rent”), in advance, as follows:
|
Period
|
Extension Period
Annual Rent Per
Square Foot
|
Extension Period
Annual Rent
|
Extension Period
Monthly Rent
|
|||||||||
|
10/1/10
– 9/30/11
|
$ | 9.00 | $ | 58,320.00 | $ | 4,860.00 | ||||||
Tenant
shall pay Landlord Extension Period Annual Rent in accordance with the terms and
conditions of Article 3 of the Original Lease (captioned,
“Rent”).
Holland
& Knight LLP
6.
Additional
Rent During Extension Period. Commencing on the Extension Commencement
Date and continuing throughout the Extension Period, Tenant shall continue to
pay Landlord Tenant’s Proportionate Share of Expenses and Taxes in accordance
with the terms and conditions of Article 4 of the Original Lease (captioned,
“Rent Adjustments”).
7.
Notices.
As of the Effective Date, all notices to Landlord under the Lease shall
be the delivered to the following address:
|
“If
to Landlord:
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CIT
GUILFORD DRIVE LLC
|
|
c/o
RREEF
|
|
|
4550
Montgomery Avenue, Suite 1100
|
|
|
Bethesda,
MD 20814
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|
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Attention:
Mr. Jeffrey A. Spruill
|
|
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with
a copy to:
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Holland
& Knight LLP
|
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2099
Pennsylvania Avenue, N.W., Suite 100
|
|
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Washington,
D.C. 20006
|
|
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Attention:
David S. Kahn, Esq.”
|
8.
Broker.
Landlord and Tenant recognize NAI KLNB, as Landlord’s agent, as the sole
broker (“Broker”) with respect to this First Amendment. Landlord agrees to be
responsible for the payment of any leasing commissions owed to Broker in
accordance with the terms of a separate commission agreement entered into
between Landlord and Broker. Landlord and Tenant each represent and warrant to
the other that no other broker has been employed in carrying on any negotiations
relating to this First Amendment and shall each indemnify and hold harmless the
other from any claim for brokerage or other commission arising from or out of
any breach of the foregoing representation and warranty.
9.
Continuation of
Guaranty. As additional security for the faithful performance by Tenant
of all covenants, conditions and agreements of the Lease, Eric Takamura
(“Guarantor”) executed and delivered to Landlord that certain Continuing Lease
Guaranty (the “Guaranty”) dated October, 2007. It is understood by Landlord and
Tenant that such Guaranty unconditionally guarantees to Landlord, among other
things, the due and punctual payment and performance by Tenant of all of
Tenant’s obligations under the Lease (as such Lease may be amended by Landlord
and Tenant, including without limitation by this First Amendment), as otherwise
more particularly set forth in the Guaranty. For purposes of this Paragraph 9
and for purposes of the Guaranty, the term “Lease” shall refer to the Lease, as
such Lease may be amended from time to time by Tenant and Landlord, including
without limitation by this First Amendment). Guarantor acknowledges and agrees
to the terms and conditions of this First Amendment, and hereby ratifies and
confirms its continuing guaranty of the Lease (as such Lease may be amended,
including without limitation by this First Amendment) as more particularly set
forth in the Guaranty.
10. Counterpart Copies. This First
Amendment may be executed in two (2) or more counterpart copies, all of which
counterparts shall have the same force and effect as if all parties hereto had
executed a single copy of this First Amendment.
11. Miscellaneous. This First
Amendment (a) shall be binding upon and inure to the benefit of the parties
hereto and their respective representatives, transferees, successors and assigns
and (b) shall be governed by and construed in accordance with the laws of the
Commonwealth of Virginia.
Holland
& Knight LLP
2
12.
Ratification. Except as expressly amended by this First Amendment,
all other terms, conditions and provisions of the Lease are hereby ratified and
confirmed and shall continue in full force and effect.
[signatures
appear on the following page]
Holland
& Knight LLP
3
IN WITNESS WHEREOF, the
parties hereto have executed this First Amendment to Deed of Lease under seal as
of the day and year first hereinabove written.
|
LANDLORD:
|
|||
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CIT
GUILFORD DRIVE LLC, a Delaware
limited
liability
company
|
|||
|
By:
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Cabot
Industrial Properties, a Delaware limited
liability
company, its Sole Member
|
||
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By:
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RREEF
America, L.L.C., a Delaware limited
liability
company, Authorized Agent
|
||
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By:
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/s/
Jesse Martin
|
||
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Name:
Jesse Martin
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|||
| Title: Assistant Vice Principal | |||
| TENANT: | |||
|
NuGen
MOBILITY, INC., a
DELAWARE
corporation
|
|||
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By:
|
/s/ JOHN SALATINO | ||
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Name:
JOHN SALATINO
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|||
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Title:
VP, ENGINEERING &
PROGRAMS
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|||
Guarantor
has executed this First Amendment to Deed of Lease below as of the day and year
first above written to acknowledge and agree to the provisions of Paragraph 9
hereof and to ratify and confirm its continuing guaranty of the Lease (as such
Lease may be amended by Landlord and Tenant, including without limitation by
this First Amendment) as more particularly set forth in the
Guaranty.
|
GUARANTOR:
|
|
/s/
John Salatino (for Eric Takamura)
|
|
ERIC
TAKAKMURA
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Holland
& Knight LLP
4