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EXHIBIT
10.44
TWELFTH AMENDMENT TO LEASE AGREEMENT
THIS
TWELFTH AMENDMENT TO MULTI-TENANT INDUSTRIAL LEASE (this
"Amendment") is made as of 24th day of December,
2019 by and between 603-614 HERON DRIVE LLC, a Delaware limited
liability company, whose address is c/o Novaya Foxfield Industrial
LLC, 265 Franklin Street, Suite 1001, Boston, Massachusetts 02110
("Landlord"), and AMERICAN BIOMEDICA CORPORATION, a NY corporation
with an address of603 Heron Drive, Unit 4, Bridgeport, New Jersey
08014 ("Tenant").
RECITALS
WHEREAS,
the parties entered into that certain Multi-Tenant Industrial Lease
dated July 7, 1999, as amended by Lease Amendment No.1 dated August
17, 1999, as amended by Lease Amendment No.2 dated March 23,2001,
as amended by Lease Amendment No.3 dated August 20,2002, as amended
by Lease Amendment No.4 dated October 9, 2006, as amended by Lease
Amendment No.5 dated January 19, 2007, as amended by Lease
Amendment No.6 dated December 1, 2011, as amended by Lease
Amendment No.7 dated December 12, 2012, as amended by Lease
Amendment No. 8 dated December 4, 2013, as amended by Lease
Amendment No.9 dated December 15,2014, as amended by Lease
Amendment No. 10 dated December 23,2015, and as further amended by
Lease Amendment No. 11 dated November 20, 2017 (as amended, the
"Lease") for 5,238 square feet of rentable space located at Unit 4,
603 Heron Drive, Logan Township, Gloucester County, New Jersey (the
"Premises");
WHEREAS,
the parties wish to amend the Lease to extend the term of the Lease
and otherwise amend the Lease as set forth herein; and
NOW
THEREFORE, in consideration of the mutual promises set forth
herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as
follows:
1.
Incorporation of
Recitals; Definitions. The foregoing recitals are incorporated
herein. Capitalized terms not otherwise defined herein shall have
the meaning given such terms in the Lease.
2.
Term. The Term as
set forth in Section l(k) of the Lease shall be extended for a
period of three (3) years, commencing on January 1,2020 and
expiring on December 31, 2022 (the "Renewal Term").
3.
Base Rent. Base
Rent during the first year of the Renewal Term shall be $6.25 per
square foot net, $32,737.50 per year, and $2,728.13 per month. For
each year during the Renewal Term thereafter, Base Rent shall be
subject to annual increases of three percent (3%) and shall be
payable in accordance with Exhibit A attached hereto.
4.
Notice. Section 34
is hereby amended to provide that Landlord's address for notices
and payments are as follows:
603-614
Heron Drive LLC
c/o
Novaya Foxfield Industrial LLC
265
Franklin Street, Suite 100]
Boston,
Massachusetts 02110
Attn:
Jeff Theobald
E-mail:
jtheobald@novayaventures.com
5.
Brokers. Tenant
represents to Landlord that Tenant has not dealt with any real
estate broker in connection this Amendment other than NAI Mertz
("Broker") and no broker is in any way entitled to any broker's fee
or other payment in connection with this Amendment other than
Broker. Landlord shall pay Broker a commission pursuant to a
separate agreement. Tenant shall indemnify and defend Landlord
against any claims by any broker or third party for any payment of
any kind in connection with this Amendment. Additionally, Tenant
agrees to indemnify and hold Landlord harmless from all loss,
liability, damage, claim, judgment, cost or expense (including
reasonable attorneys' fees and court cost) suffered or incurred by
Landlord as a result of a breach by Tenant of the representation
and warranty contained in this Section 9 or as a result of Tenant's
failure to pay commissions, fees or compensation due to any broker
who represented Tenant, whether or not disclosed, or as a result of
any claim for any fee, commission or similar compensation with
respect to this Amendment made by any broker other than Broker,
whether or not such claim is meritorious. A real estate licensee in
New Jersey who has any ownership interest in real property is
required to disclose that interest in the lease. Scott Mertz, a
licensed New Jersey real estate broker, therefore discloses that he
also has a passive minority ownership interest in the property
located at 603 Heron Drive, Logan Township, New
Jersey.
6.
Ratification and No
Further Amendment. As modified by this Amendment, the Lease is
fully ratified, adopted and approved by the parties hereto
effective as of the Amendment Date. Except as expressly amended
hereby, the Lease remains unmodified and in full force and
effect.
7.
Counterparts. This
Amendment may be executed in multiple counterparts each of which
shall be deemed an original but together shall constitute one and
the same instrument.
8.
Signatures.
Handwritten signatures to this Amendment transmitted by telecopy or
electronic transmission (for example, through use of a Portable
Document Format or "PDF" file) shall be valid and effective to bind
the party so signing. The individuals executing this Amendment in
the capacities set forth in their respective signature blocks are
duly authorized on behalf of Landlord and Tenant, as the case may
be, to execute and bind Landlord and Tenant to the terms and
conditions set forth herein.
9.
Agreement. If any
inconsistency exists or arises between the terms and provisions of
this Amendment and the terms and provisions of the Lease, the terms
and provisions of this Amendment shall prevail.
IN
WITNESS WHEREOF, Landlord and Tenant have executed and delivered
this Amendment as of the Amendment Date written above.
TENANT:
AMERICAN
BIO MEDICA CORPORATION
By:
/s/ Melissa A.
Waterhouse
Name:
Melissa A. Waterhouse
Title:
CEO & Director
LANDLORD:
603-614
HERON DRIVE LLC
By:
/s/ Jeffrey
Theobald
Name:
Jeffrey R. Theobald
Title:
President
EXHIBIT A
Base Rent during the Renewal Term
|
Period
|
|
Annual Base Rent
|
|
Monthly Base Rent
|
|
January
1, 2020 - December 31, 2020
|
|
$32,737.50
|
|
$2,728.13
|
|
January
1, 2021 - December 31, 2021
|
|
$33,719.63
|
|
$2,809.97
|
|
January
1, 2022 - December 31, 2022
|
|
$34,731.21
|
|
$2,894.27
|