AMENDMENT TO LEASE DATED FEBRUARY 17, 2004 BETWEEN LADOKK REALTY CO. LLC ("LANDLORD") AND HAUPPAUGE COMPUTER WORKS, INC ("TENANT").
AMENDMENT
TO LEASE DATED FEBRUARY 17, 2004 BETWEEN LADOKK REALTY CO. LLC ("LANDLORD")
AND
HAUPPAUGE COMPUTER WORKS, INC ("TENANT").
Whereas
Landlord and Tenant are parties to a written lease dated February 17, 2004
(the
"Lease") for the premises at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the
"Demised Premises") and
Whereas
the parties hereto desire to amend and modify the Lease as herein
provided.
NOW
THEREFORE in consideration of the terms and conditions set forth herein and
other good and valuable consideration it is agreed as
follows:
1. Term.
The
Term of the Lease for the Demised Premises is hereby extended to August 31,
2011.
2. Rent.
The
Tenant will pay rent as follows:
September
1, 2006 to August 31, 2007 $300,000; monthly $25,000.00
September
1, 2007 to August 31, 2008 $309,000; monthly $25,750.00
September
1, 2008 to August 31, 2009 $318,270; monthly $26,522.50
September
l, 2009 to August 31, 2010 $327,818; monthly $27,318.66
September
1, 2010 to August 31, 2011 $337,653; monthly $28,137.75
The
rent
shall be paid in equal monthly installments in advance on the first day of
each
and every calendar month during said term. To the extent that Tenant has paid
rent for the period commencing September 1, 2006 in an amount in excess of
the
monthly amount of rent payable hereunder, Tenant shall be given a credit on
the
rent next payable.
3. Paragraph
FIFTY-FIRST of the Lease is hereby deleted.
4. Unpaid
Rent.
Tenant
as of the date of the execution of this Amendment has paid all prior rent and
other payments due to the Landlord, except the sum of $(as of 10/5/06 the amount
is $168,667.04) ___________ which the parties acknowledge is due and payable
by
the Tenant to the Landlord. This amount due shall be payable as additional
rent
in the amount of $5,000.00 per month which shall be tendered with the monthly
rent payment commencing with the monthly rent payable for November,
2006.
5. No
Broker.
The
parties hereto recognize that no broker negotiated and consummated this Lease
amendment.
6. Right
to Sublet or Assign.
(A) Tenant
may, without the consent of Landlord, assign this Lease or sublet all of the
Demised Premises to an affiliated (i.e., a corporation 50% or more of whose
capital stock is owned by the same stockholders owning 50% or more of Tenant’s
capital stock), parent or subsidiary corporation of Tenant or to a corporation
to which it sells or assigns all or substantially all of its assets or stock
or
with which it may be consolidated or merged, provided such purchasing,
consolidated, merged, affiliated or subsidiary corporation shall, in writing,
assume and agree to perform all of the obligations of Tenant under this Lease
and it shall deliver such assumption with a copy of such assignment to Landlord
within ten (10) days thereafter, and provided further that Tenant shall not
be
released or discharged from any liability under this Lease by reason of such
assignment.
(B) For
purposes of this Article, (i) the transfer of a majority of the issued and
outstanding capital stock of any corporate tenant, or of a corporate tenant,
or
of a corporate subtenant, or the transfer of a majority of the total equitable
ownership interests in any tenant or subtenant of another business form, however
accomplished, whether in a single transaction or in a series of related or
unrelated transactions, shall be deemed an assignment of this Lease, or of
such
sublease, as the case may be; (ii) any person or legal representative of Tenant,
to whom Tenant’s interest under this Lease passes by operation of law or
otherwise, shall be bound by the provisions of this Article and (iii) a
modification or amendment of a sublease shall be deemed a sublease. This
paragraph shall not apply to the sale of common stock on the stock
exchange.
7. Notices.
Any
notices or demand which under the terms of this Lease or under any statute
must
or may be given or made by the parties hereto, shall be in writing and shall
be
given or made by mailing the same by certified, registered mail, overnight
courier, or hand delivered addressed to the respective parties’ attorneys at the
addresses set forth in this Lease. Copies of notices to Tenant shall be sent
to
Meltzer, Lippe, ▇▇▇▇▇▇▇▇▇ & Breitstone, LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq. Copies of notice to Landlord shall
be
sent to: Twomey, Latham, Shea, Kelley, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇,
Esq.
Notices shall be deemed given upon receipt, if hand delivered, first refusal,
or
if by overnight courier, or the 3rd business day if sent by certified or
registered mail.
8. Renewal
Option.
If
Tenant is not in default under the terms of the Lease beyond the expiration
of
applicable notice and cure period, then the Tenant shall have the option to
extend the Lease term for an additional five (5) years upon the following terms
and conditions:
| (A) |
The
Tenant shall notify Landlord in writing that Tenant intends to exercise
this option no earlier than the date that is twelve (12) months prior
to
the Expiration Date and no later than the date that is six (6) months
prior to the Expiration Date.
|
| (B) |
The
Renewal Term shall be upon the same terms, covenants and conditions
as in
the Lease except that (a) there shall be no further option to extend
this
Lease beyond the one (1) Renewal Term referred to above: (b) the
Demised
Premises shall be delivered in its then "as is" condition; and (c)
the
rent paid by Tenant during the Renewal Term shall be as
follows:
|
| 1. |
During
the first year of the Renewal Term the rent shall equal the market
rate at
the time of the expiration of the Lease, but in no event shall it
be less
than the amount paid during year five (5) of this Lease
agreement.
|
| 2. |
During
each of the second through fifth years of the Renewal Term, the rent
shall
be increased by CPI plus one (1%) percent per annum over the rent
payable
for the prior year. CPI shall be based upon the CPI at the last month
of
the preceding lease year compared to the first month of the preceding
lease year. The term "CPI" shall mean the Consumer Price Index for
All
Urban Workers, New York City-Metropolitan Area, published by the
Federal
Bureau of Labor Statistics (or, if no longer published by the Federal
Bureau of Labor Statistics, such other index as Landlord shall reasonably
select).
|
| 3. |
Said
sums shall be payable in equal monthly
installments.
|
| 4. |
Landlord
shall advise Tenant of it’s determination of the market rate. If Tenant
disputes Landlord’s determination of such market rate, Tenant, by written
demand served upon Landlord within five (5) days after such notification
by Landlord, may commence arbitration strictly in accordance with
the
terms and conditions of this subparagraph. If Tenant shall fail to
demand
arbitration as set forth above within said five (5) day period, Tenant
shall be deemed to have accepted Landlord’s determination of the market
rate. The sole issue to be determined by such arbitration shall be
the
market rate in accordance with this subparagraph. Within thirty (30)
days
after such written demand, each party will obtain and deliver to
the other
an appraisal to be done by a licensed appraiser with at least ten
(10)
years experience. If the parties cannot agree upon a market rate,
the two
(2) appraisers shall select a third licensed appraiser meeting the
same
qualifications. Landlord and Tenant will pay for the services of
its own
appraiser and shall share the cost of the third appraiser, if applicable.
The two closest appraisals will be averaged and shall be deemed the
market
rate.
|
9. Due
Authorization.
Tenant
represents to the Landlord that this Amendment and the Lease has been duly
authorized by the Board of Directors of Tenant and its parent, Hauppauge Digital
Inc. Landlord represents to the Tenant that this Amendment and the Lease has
been duly authorized by the members of Ladokk Realty Co. LLC.
10. Lease
to Continue as Amended.
Except
as amended herein, all of the terms and conditions of the Lease dated February
17, 2004 shall remain in full force and effect.
11. Counterparts.
This
Amendment may be signed in counterpart and by facsimile signature.
Dated:
October 17, 2006 LADOKK
REALTY CO. LLC
By
/s/
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▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
LADOKK
REALTY CO. LLC
By
/s/
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▇▇▇▇▇
▇▇▇▇▇▇▇▇
LADOKK
REALTY CO. LLC
By
/s/
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▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
HAUPPAUGE
COMPUTER WORKS, INC.
By/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
Chief
Financial Officer
As
to
Section 9:
HAUPPAUGE
DIGITAL, INC.
By:
/s/
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▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
Chief
Financial Officer