Exhibit








FIRST AMENDMENT TO LEASE AGREEMENT 




THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of April 5, 2017, by and between NORMANDY WARREN HOLDINGS, LLC, a Delaware limited liability company (“Landlord”) and ROKA BIOSCIENCE, INC., a Delaware corporation (“Tenant”).  


RECITALS 


A.Landlord and Tenant entered into that certain Lease Agreement dated as of May 16, 2011 (as amended by this Amendment, the “Lease”) for 3,605 rentable square feet on the fourth (4th) floor (the “Surrender Premises”) of the building located at 20 Independence Boulevard, Warren, New Jersey (the “Building”). 


B.Tenant wishes to, among other things, (i) surrender the Surrender Premises to Landlord, (ii) lease and hire from Landlord new space consisting of 10,741 rentable square feet on the fourth (4th) floor (the “New Premises”) as shown on Schedule B attached hereto of the Building, and (iii) extend the Term of the Lease for five (5) years, five (5) months and three (3) days, and Landlord is willing to (i) accept surrender of the Surrender Premises, (ii) lease the New Premises to Tenant, and (iii) extend the Term of the Lease, in each case on the terms and conditions contained herein.


C.The current Termination Date of the Lease is January 28, 2018.


D.Landlord and Tenant each wish to amend the Lease as of the date hereof in accordance with, and subject to, the provisions of this Amendment. 


NOW, THEREFORE, in consideration of the sum of Ten and 00/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows: 


1.Definitions.  For the purposes of this Amendment, words and phrases used herein with initial capital case letters and not otherwise defined in this Amendment shall have the respective meanings ascribed to them in the Lease.
2.Extended Term.  The Term of the Lease shall be extended for five (5) years, five (5) months and three (3) days, from January 29, 2018 through and including June 30, 2023.  For all purposes of the Lease, the term “Termination Date” shall mean June 30, 2023, or such earlier date that the Lease may be terminated.
3.Surrender of the Surrender Premises.  Tenant hereby surrenders, grants, gives up, delivers and yields unto Landlord as of 11:59 PM on March 31, 2017 (the “Surrender Effective Date”), as if said date were the date specified in the Lease for the expiration thereof, all of its right, title and interest in and to the Surrender Premises, together with all alterations, additions or improvements upon or in the Surrender Premises, to the intent and purpose that all of Tenant’s estate in and to the Surrender Premises shall be wholly extinguished as of the Surrender Effective Date; and Landlord hereby accepts from Tenant as of 11:59 PM on the Surrender Effective Date, such surrender of all of Tenant's right, title and interest in and to the Surrender Premises; and the parties hereby declare and agree that, if Tenant surrenders the Surrender Premises in “as is” and “broom clean” condition as of the Surrender Effective Date, the Surrender Premises shall be released and discharged from the operation of the Lease as of such date.  Until the date that Tenant surrenders the Surrender Premises to Landlord in “as is” and “broom clean” condition, all applicable provisions of the Lease (without giving effect to this Amendment) will continue to apply to the Surrender Premises.  For the avoidance 











of doubt, Tenant will not be required to remove any improvements, alterations, additions or wiring of any kind from the Surrender Premises.  
4.Delivery of the New Premises.   Landlord shall deliver the New Premises to Tenant on January 29, 2018 (the “New Premises Commencement Date”) free and clear of all tenancies and occupancies.  As of the New Premises Commencement Date, the term “Premises” as used in the Lease, as amended hereby, shall mean the New Premises.  A floor plan of the New Premises is attached hereto as Schedule B. 
5.Amendments to the Lease. 


		
	(a)
	As of the New Premises Commencement Date, Paragraph (3) of the Basic Lease Provisions of the Lease shall be deleted in its entirety and replaced with the following:


	
		
	“(3)Premises:
	10,741 rentable square feet on the fourth (4th) floor of the Building, as shown on Schedule B attached hereto.”






		
	(b)
	As of the New Premises Commencement Date, Schedule B of the Lease shall be deleted in its entirety and replaced with Schedule B attached hereto.




		
	(c)
	As of the date hereof, Paragraph (4) of the Basic Lease Provisions of the Lease is hereby deleted in its entirety and replaced with the following:


	
		
	“(4)    Term:
	From the Commencement Date through and including June 30, 2023 (the “Termination Date”).”






		
	(d)
	Until the Surrender Effective Date, Tenant shall pay Basic Rent in accordance with the rates set forth in Paragraph (6) of the Basic Lease Provisions of the Lease; as of the Surrender Effective Date, the aforementioned rates set forth in Paragraph (6) of the Basic Lease Provisions of the Lease shall be deleted in their entirety and of no further force and effect.  As of the New Premises Commencement Date, Paragraph (6) of the Basic Lease Provisions of the Lease shall be amended to include the following:




	
				
	Period or Months of Term
	Annual Rate Per Square Foot
	Annual Basic Rent
	Monthly Basic Rent

	“From January 29, 2018 through January 31, 2019:
	$24.00
	$257,784.00
	$21,482.00

	From February 1, 2019 through January 31, 2020:
	$24.50
	$263,154.50
	$21,929.54

	From February 1, 2020 through January 31, 2021:
	$25.00
	$268,525.00
	$22,377.08

	From February 1, 2021 through January 31, 2022:
	$25.50
	$273,895.50
	$22,824.63

	From February 1, 2022 through January 31, 2023:
	$26.00
	$279,266.00
	$23,272.17

	From February 1, 2023 through June 30, 2023:
	$26.50
	$284,636.50
	$23,719.71”




Notwithstanding the foregoing, provided that no Event of Default has occurred and is continuing, the Basic Rent with respect to the period beginning on the New Premises Commencement Date and ending on the day immediately preceding the five (5) month anniversary of the New Premises Commencement Date will be abated.  For the avoidance of doubt, the rent abatement period set forth in the immediately preceding sentence shall not 











apply to the payment of any Additional Rent, including, without limitation, Tenant’s payment for electrical service in accordance with Section 6.1 of the Lease.
Tenant shall have no obligation to pay any Basic Rent or Additional Rent of any kind under the terms of the Lease during the period commencing on the day immediately following the Surrender Effective Date until the New Premises Commencement Date.  
		
	(e)
	As of the New Premises Commencement Date, Paragraph (8) of the Basic Lease Provisions of the Lease shall be deleted in its entirety and replaced with the following:


	
		
	“(8)Rentable Size of 
            Premises:
	10,741 square feet.”




		
	(f)
	As of the New Premises Commencement Date, Paragraph (9) of the Basic Lease Provisions of the Lease shall be deleted in its entirety and replaced with the following:


	
		
	“(9)    Tenant’s 
            Proportionate 
            Share:
	8.89%.”






		
	(g) 
	As of the New Premises Commencement Date, Paragraph (10) of the Basic Lease Provisions of the Lease shall be deleted in its entirety and replaced with the following:


	
		
	“(10)Base Period:
	Calendar year 2018.”






		
	(h)
	As of the New Premises Commencement Date, Paragraph (11) of the Basic Lease Provisions of the Lease shall be deleted in its entirety and replaced with the following:


	
		
	“(11)    Parking Spaces:
	37 parking spaces, 32 of which shall be unassigned and 5 of which shall be reserved for Tenant in the location of the parking area identified on Schedule G attached hereto.”






		
	(i)
	As of the New Premises Commencement Date, the reference to “3,605 rentable square feet” in Section 2.1 of the Lease shall be deleted in its entirety and replaced with “10,741 rentable square feet”.


		
	(j)
	As of the date hereof, the phrase “one of which shall be The Walsh Company” in Section 7.4(c) of the Lease is hereby deleted in its entirety.


		
	(k)
	As of the date hereof, Section 24.2 of the Lease is hereby deleted in its entirety.


		
	(l) 
	As of the date hereof, Section 29.4 of the Lease is hereby deleted in its entirety.


		
	(m)
	As of the New Premises Commencement Date, the Lease shall be amended by inserting new Schedule G immediately following Schedule F therein in the form of Schedule G attached to this Amendment.


6.Extension Allowance.  











		
	(a)
	Except as set forth in Section 7 below, Tenant acknowledges that Landlord shall not be required to perform any work to the New Premises in connection with this Amendment or the extension of the Term.  Landlord hereby agrees, subject to the limitations set forth in this Section 6, to pay to Tenant up to a maximum of $107,410.00 ($10.00 per rentable square foot of the New Premises) (the “Extension Allowance”) toward the actual hard costs incurred by Tenant in connection with any improvements to the New Premises performed by, or on behalf of, Tenant, which improvements shall be made and approved in advance by Landlord as required by and in compliance with Section 7.4 of the Lease (“Extension Improvements”).  Notwithstanding the foregoing, Tenant shall be permitted to use up to $26,852.50 of the Extension Allowance for “soft” costs (including, but not limited to, cabling, furniture, moving, telephones, architects and engineering services and filing fees).  The cost of any Extension Improvements in excess of the Extension Allowance shall be Tenant’s sole responsibility.   The Extension Allowance shall become available to Tenant upon the New Premises Commencement Date.  If Tenant does not complete the Extension Improvements and submit its request for payment of all or a portion of the Extension Allowance, together with the documentation set forth in Section 6(b), on or before February 1, 2020, Landlord shall have no obligation to pay any such portion of the Extension Allowance to Tenant and any approved leasehold improvements performed thereafter shall be at Tenant’s sole cost and expense.  Tenant shall be permitted to apply up to $16,111.50 of the Extension Allowance that is remaining on February 1, 2020 to the payment of Basic Rent.  Any portion of the Extension Allowance in excess of $16,111.50 that is remaining on February 1, 2020 shall be forfeited.




		
	(b)
	To receive the Extension Allowance, or any portion thereof, Tenant shall submit to Landlord a standard AIA requisition form after Tenant has substantially completed such Extension Improvements, together with (i) a certification from Tenant’s architect certifying that such Extension Improvements have been completed substantially in accordance with any approved working plans prepared in connection with such Extension Improvements (to the extent not already provided), (ii) paid invoices evidencing the Extension Improvement expenditures, (iii) lien waivers from all contractors, subcontractors, suppliers and materialmen who performed work, furnished services or provided materials in connection with such Extension Improvements, and (iv) a copy of the certificate of occupancy, if any, and/or any other permit or approval required in connection with the completion of such Extension Improvements and/or Tenant’s occupancy of the New Premises. Notwithstanding the foregoing, in the event that Tenant seeks reimbursement for Extension Improvements pursuant to this Section 6 which are of such a nature that they did not require Tenant to engage an architect, Tenant shall not be required to submit its requisition request on an AIA form (provided that the form used by Tenant shall contain all information reasonably required by Landlord) and the certification referenced in (i) above may be delivered by an officer of Tenant. Landlord shall pay the Extension Allowance, or portion thereof, to Tenant within thirty (30) days after Landlord’s receipt of the above documentation.


7.Landlord’s Work.  As soon as reasonably practicable following Tenant’s surrender of the Surrender Premises in accordance with Section 3 of this Amendment, Landlord shall, at its sole cost and expense, and not from the Extension Allowance, demise the Surrender Premises from the New Premises (including any necessary mechanical, electrical, plumbing or other work).  Landlord shall perform such work in a timely fashion and shall use commercially reasonable efforts to minimize disturbance to, and interference 











with the operations of, the occupants of the New Premises (i.e. Tenant pursuant to that certain Sublease dated November 2, 2009 by and between Aeterna Zentaris, Inc., as sublandlord, and Tenant, as subtenant).  


8.Subordination, Non-Disturbance and Attornment Agreement.  Upon Tenant’s written request, Landlord shall use commercially reasonable efforts to obtain a subordination, non-disturbance and attornment agreement for Tenant from Landlord’s mortgagee on such mortgagee’s commercially reasonable form of subordination, non-disturbance and attornment agreement. Tenant shall reimburse Landlord for any third party costs incurred by Landlord in connection with Landlord’s obtaining such subordination, non-disturbance and attornment agreement promptly following Tenant’s receipt of an invoice therefor.


9.Brokers.  Tenant and Landlord each represents and warrants to the other that such party has not had any dealings or entered into any agreements with any person, entity, realtor, broker, agent or finder in connection with the negotiation of this Amendment other than Cushman & Wakefield and Jones Lang LaSalle (the “Broker”).  Tenant and Landlord each agrees to indemnify and hold harmless the other from and against any loss, claim, damage, expense (including costs of suit and reasonable attorneys’ fees) or liability arising out of the inaccuracy of the representation contained in the preceding sentence. 


10.Defaults.  Tenant and Landlord each represents, warrants and covenants that it is not in default under any of its obligations under the Lease and that, to the best of its knowledge, (i) the other is not in default of its obligations under the Lease, and (ii) no event has occurred nor do any circumstances exist which, with lapse of time or notice or both, would constitute a default by Landlord or Tenant under the Lease as modified by this Amendment. 


11.Ratification of Lease.  Except as modified by this Amendment, the Lease and all of the covenants, agreements, terms, provisions and conditions thereof shall remain in full force and effect and are hereby ratified and affirmed.  The covenants, agreements, terms, provisions and conditions contained in this Amendment shall bind the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. In the event of any conflict between the provisions of this Amendment and the Lease, the provisions contained in this Amendment shall prevail and be paramount.


12.Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall constitute an original and together a single instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument.


13.Effectiveness.  This Amendment shall become binding and be effective only upon execution and delivery of this Amendment by each of Landlord and Tenant to the other.


14.Authority.  Tenant represents and warrants to Landlord:  (i) the execution and delivery of, the consummation of the transactions contemplated by and the performance of all its obligations under, this Amendment by Tenant have been duly and validly authorized by its board of directors, if necessary, and by its stockholders, if necessary, at meetings duly called and held on proper notice for that purpose at which there were respective quorums present and voting throughout; (ii) no other approval, partnership, corporate, governmental or otherwise, is required to authorize any of the foregoing or to give effect to Tenant’s execution and delivery of this Amendment; and (iii) the individual (or individuals) who executes and delivers this Amendment on behalf of Tenant is authorized to do so.


[Signatures on Following Page]











IN WITNESS WHEREOF, each of Landlord and Tenant has executed this Amendment as of the date first above written. 




	
			
	 
	 
	 

	 
	LANDLORD:

	 
	NORMANDY WARREN HOLDINGS, LLC, a Delaware limited liability company

	 
	By:
	/s/ Joseph Adamo

	 
	Name:
	Joseph Adamo

	 
	Title:
	Vice President

	 
	 
	 

	 
	TENANT:

	 
	ROKA BIOSCIENCE, INC., a Delaware corporation

	 
	By:
	/s/ Lars Boesgaard

	 
	Name:
	Lars Boesgaard

	 
	Title:
	Vice President, Chief Financial Officer

	 
	 
	 





















SCHEDULE B
PREMISES














SCHEDULE G
RESERVED PARKING SPACES