ck1556898-ex101_32.htm



 

 

 

Exhibit 10.1

 

 

THIRD AMENDMENT TO LEASE

 


	
 
	
I.
	
PARTIES AND DATE.




THIS Third AMENDMENT TO LEASE (“Amendment”) dated August 9, 2021, by and between SILICON VALLEY CENTER OFFICE LLC, Delaware limited liability company (“Landlord”), and TECHPOINT, INC., a Delaware corporation (“Tenant’)

 


	
 
	
II.
	
RECITALS.




 

Landlord and Tenant (as successor in interest to Techpoint, Inc., a California corporation) entered into an office space lease dated September 22, 2014, which lease was amended by a First Amendment to Lease dated October 31, 2016 and a Second Amendment to Lease dated October 7, 2019 (as amended, the “Lease”) for space consisting of 8,512 rentable square feet (“Premises”) known as Suite No. 550 in the building located at 2550 N. First Street, San Jose, California (the “Building”).

 

Landlord and Tenant each desire to modify the Lease to extend the Lease Term, adjust the Basic Rent, and make such other modifications as are set forth in “III. MODIFICATIONS” next below.

 


	
 
	
III.
	
MODIFIGATIONS.




 


	
 
	
A.
	
Basic Lease Provisions. The Basic Lease Provisions are hereby amended as follows:




 


	
 
	
1.
	
Item 5 is hereby deleted in its entirety and the following substituted in lieu thereof:
	
 




 

“5. Lease Term: The Term of this Lease shall expire at 11:59 p.m. on March 31, 2024.”

 


	
 
	
2.
	
Effective as of March 1, 2022, Item 6 shall be amended by adding the following:




 


			
	
Months of Term or

Period
	
Monthly Rate Per Rentable Square

Foot
	
Monthly Basic Rent

	
3/1/22 to 2/28/23
	
$3.65
	
$31,068.80

	
3/1/23 to 2/29/24
	
$3.76
	
$32,005.12

	
3/1/24 to 3/31/24
	
$3.87
	
$32,941.44




 

Notwithstanding the above schedule of Basic Rent to the contrary, as long as Tenant is not in Default (as defined in Section 14.1) under the Lease, Tenant shall be entitled to an abatement of 1 full calendar month of Basic Rent in the amount of $31,068.80 (the “Abated Basic Rent”) for the period commencing March 1, 2022 and ending March 31, 2022 (the “Abatement Period”). In the event Tenant Defaults at any time during the Term, as extended herein, all Abated Basic Rent shall immediately become due and payable. The payment by Tenant of the Abated Basic Rent in the event of a Default shall not limit or affect any of Landlord’s other rights, pursuant to the Lease or at law or in equity. Only Basic Rent shall be abated during the Abatement Period and all other additional rent and other costs and charges specified in the Lease shall remain as due and payable pursuant to the provisions of the Lease.

 


	
 
	
3.
	
Effective as of March 1, 2022, Item 7 shall be deleted in its entirety and the following shall be substituted in lieu thereof:
	
 




 

“7. Property Tax Base: The Property Taxes per rentable square foot incurred by Landlord and attributable to the twelve month period ending June 30, 2022 (the “Base Year”).

 

Project Cost Base: The Project Costs per rentable square foot incurred by Landlord and attributable to the Base Year.

 

Expense Recovery Period: Every 12 month period during the Term (or portion thereof during the first and last Lease years) ending June 30.”

 


	
 
	
B.
	
Security Deposit. No additional security deposit shall be required in connection with this Amendment.
	
 




 


	
 
	
C.
	
Condition of the Premises.   Tenant acknowledges that it is currently occupying the Premises and that it is satisfied with the condition thereof. Tenant waives any right or claim against Landlord arising out of the condition of the Premises.
	
 




 


	
 
	
D.
	
SDN List. Tenant hereby represents and warrants that neither Tenant nor any officer, director, employee, partner, member or other principal of Tenant (collectively, "Tenant
	
 




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Parties") is listed as a Specially Designated National and Blocked Person ("SDN") on the list of such persons and entities issued by the U.S. Treasury Office of Foreign Assets Control (OFAC). In the event Tenant or any Tenant Party is or becomes listed as an SDN, Tenant shall be deemed in breach of the Lease and Landlord shall have the right to terminate the Lease immediately upon written notice to Tenant.

 


	
 
	
IV.
	
GENERAL.




 


	
 
	
A.
	
Effect of Amendments. The Lease shall remain in full force and effect except to the extent that it is modified by this Amendment.
	
 




 


	
 
	
B.
	
Entire Agreement. This Amendment embodies the entire understanding between Landlord and Tenant with respect to the modifications set forth in “III. MODIFICATIONS” above and can be changed only by a writing signed by Landlord and Tenant.
	
 




 


	
 
	
C.
	
Counterparts; Digital Signatures. If this Amendment is executed in counterparts, each is hereby declared to be an original; all, however, shall constitute but one and the same amendment. In any action or proceeding, any photographic, photostatic, or other copy of this Amendment may be introduced into evidence without foundation. The parties agree to accept a digital image (including but not limited to an image in the form of a PDF, JPEG, GIF file, or other e-signature) of this Amendment, if applicable, reflecting the execution of one or both of the parties, as a true and correct original.
	
 




 


	
 
	
D.
	
Defined Terms. All words commencing with initial capital letters in this Amendment and defined in the Lease shall have the same meaning in this Amendment as in the Lease, unless they are otherwise defined in this Amendment.
	
 




 


	
 
	
E.
	
Authority. If Tenant is a corporation, limited liability company or partnership, or is comprised of any of them, each individual executing this Amendment for the corporation, limited liability company or partnership represents that he or she is duly authorized to execute and deliver this Amendment on behalf of such entity and that this Amendment is binding upon such entity in accordance with its terms.
	
 




 


	
 
	
F.
	
California Certified Access Specialist Inspection. Pursuant to California Civil Code




§ 1938, Landlord hereby states that the Premises have not undergone inspection by a Certified Access Specialist (CASp) (defined in California Civil Code § 55.52(a)(3)). Pursuant to Section 1938 of the California Civil Code, Landlord hereby provides the following notification to Tenant: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction related accessibility standards within the premises.”

 


	
 
	
G.
	
Attorneys’ Fees. The provisions of the Lease respecting payment of attorneys’ fees shall also apply to this Amendment.
	
 




 


	
 
	
H.
	
Nondisclosure of Lease Terms. Tenant acknowledges that the content of this Amendment and any related documents are confidential information. Except to the extent disclosure is required by law, Tenant shall keep such confidential information strictly confidential and shall not disclose such confidential information to any person or entity other than Tenant’s financial, legal and space-planning consultants, provided, however, that Tenant may disclose the terms to prospective subtenants or assignees under the Lease or pursuant to legal requirement.
	
 




 

Brokers. Article 18 of the Lease is amended to provide that the parties recognize the following parties as the brokers who negotiated this Amendment, and agree that Landlord shall be responsible for payment of brokerage commissions to such brokers pursuant to its separate agreements with such brokers: Irvine Management Company (“Landlord’s Broker”) is the agent of Landlord exclusively and Colliers International/San Jose (“Tenant’s Broker”) is the agent of Tenant exclusively. By the execution of this Amendment, each of Landlord and Tenant hereby acknowledge and confirm (a) receipt of a copy of a Disclosure Regarding Real Estate Agency Relationship conforming to the requirements of California Civil Code 2079.16, and (b) the agency relationships specified herein, which acknowledgement and confirmation is expressly made for the benefit of Tenant’s Broker. By the execution of this Amendment, Landlord and Tenant are executing the confirmation of the agency relationships set forth herein. The warranty and indemnity provisions of Article 18 of the Lease, as amended hereby, shall be binding and enforceable in connection with the negotiation of this Amendment.

 

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V.
	
EXECUTION.




 

Landlord and Tenant executed this Amendment on the date as set forth in “I. PARTIES AND DATE." above.

 

 

 


					
	
LANDLORD:
	
 
	
TENANT:
	
 

	
SILICON VALLEY CENTER OFFICE LLC,
	
 
	
TECHPOINT, INC.

	
a Delaware limited liability company
	
 
	
a Delaware corporation

	
 
	
 
	
 
	
 
	
 

	
By: /s/ Steven M. Case
	
 
	
 By: /s/ Fumihiro Kozato

	
Steven M. Case
	
 
	
Fumihiro Kozato 

	
Executive Vice President, Leasing
	
 
	
 President and CEO

	
& Marketing Office Properties
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 

	
By: /s/ Holly McManus
	
 
	
 
	
 

	
Holly McManus
	
 
	
 
	
 

	
Vice President, Operations 
	
 
	
 
	
 

	
Office Properties
	
 
	
 
	
 




     


													
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
		
	
 
	
 
	
 
		
	
 
	
 
	
 
		
	
 
	
 
	
 
	
 
	
 
	
 
		
	
 
	
 
	
 
	
 
	
 
	
 
		
	
 
	
 
	
 
	
 
		
	
 
	
 
	
 
	
 
		
	
 
	
 
	
 
	
 
		
	
 
	
 
	
 
	
 
	
 
		
	
 
	
 
	
 
	
 
	
 
	
 
		
	
 
	
 
	
 
	
 
	
 
	
 
		
	
 
	
 
	
 
	
 
	
 
		
	
 
	
 
	
 
	
 
	
 
		
	
 
	
 
	
 
	
 
	
 
		
	
 
	
 
	
 
	
 
	
 
		
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 




 

 

 



 



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