ex102-secondamendment240






                                                                  EXHIBIT 10.2                                                                                                              EXECUTION COPY                           SECOND LEASE AMENDMENT          THIS SECOND LEASE AMENDMENT (this “Second Amendment”) is entered into as   of the 22nd day of May, 2020 (the “Effective Date”), by and between LeMone Family Limited   Partnership, LLLP, a Missouri limited liability limited partnership, hereinafter referred to as  “Landlord,” and BEYOND MEAT, INC., a Delaware corporation formerly known as Savage   River, Inc., hereinafter referred to as “Tenant”.          WHEREAS, Landlord and Tenant entered into a Lease, dated as of October 12, 2017 (the   “Original Lease”), pursuant to which Tenant leased from Landlord the real estate and   improvements located at 2400 Maguire Boulevard, Columbia, Boone County, Missouri (the   “Current Premises”), with the Commencement Date under the Original Lease occurring on   August 1, 2018;          WHEREAS, the Original Lease was amended by the Lease Amendment, dated April 18,   2018, between Landlord and Tenant (together with the Original Lease, the “Prior Lease”);          WHEREAS, RML Investment Properties LLC, a Missouri limited liability company   (“RML”), owns land immediately north of and abutting the Current Premises and commonly   known as Lot 27, Concorde Office and Industrial Plaza, Plat 14, Boone County, Missouri (the   “Raw Land”);          WHEREAS, RML and Tenant entered into a Lease, dated May 6, 2019 (the “Raw Land   Lease”), pursuant to which Tenant leased from Landlord the Raw Land and deposited with RML   the sum of Seven Thousand Dollars ($7,000.00) as security for Tenant’s performance of its  obligations under the Raw Land Lease;          WHEREAS, RML will, soon after the execution of this Second Amendment by Landlord   and Tenant, transfer all of its right, title and interest in and to the Raw Land and the Raw Land   Lease to Landlord;          WHEREAS, Landlord and Tenant wish to enter into this Second Amendment to increase   the size of the Premises, as defined in the Prior Lease, to include the Raw Land and the   Additional Improvements (collectively, the “Additional Property”);          WHEREAS, Landlord and Tenant have obtained and prepared plans and specifications to   construct a parking lot on the Raw Land, which are attached hereto as Exhibit “A” and   incorporated herein by this reference (collectively, the “Additional Improvements”);                                                                                      1 





 






      WHEREAS, concurrently with the execution of this Second Amendment, Landlord and  Tenant are entering into a Lease Termination Agreement, pursuant to which the Raw Land Lease  and each party’s remaining obligations thereunder (other than those expressly surviving  expiration or earlier termination thereof) shall terminate, it being acknowledged that the Prior  Lease, as amended by this Second Amendment, shall govern Tenant’s leasing from Landlord,  and Landlord’s leasing to Tenant, of the Additional Property, and hereinafter the Lease shall  refer to the Prior Lease as amended by this Second Amendment; and         WHEREAS, the parties desire to enter into this Second Amendment to modify the terms  of the Prior Lease as herein set forth.  Terms defined in the Prior Lease shall have the same  meanings in this Second Amendment.         NOW THEREFORE, for and in consideration of the mutual agreements and covenants  herein, the parties hereby agree as follows:         1.    Conditions Precedent to Effectiveness of Second Amendment.  The  effectiveness of this Second Amendment is conditioned on the occurrence of each of the  following: (1) Landlord owning fee simple title in and to the Additional Property, (2) Landlord  being the assignee of RML’s right, title, and interest in and to the Raw Land Lease, including,  without limitation, the Seven Thousand Dollar ($7,000) security deposit Tenant submitted to  RML thereunder, (3) Landlord and Tenant entering into the Lease Termination Agreement  concurrently with this Second Amendment; and (4) Landlord having obtained all necessary  building permits to construct the Additional Improvements.  If the conditions set forth in the  immediately preceding are not satisfied by the date that is forty-five (45) days after the date of  this Second Amendment, this Second Amendment shall become automatically terminated, and  be of no further force or effect.         2.    Certain Amendments to the Prior Lease.               2.1   Recital One of the Prior Lease.  The Prior Lease is amended by deleting  the first Recital in its entirety and inserting in its place and stead the following:         “WHEREAS, Landlord is the owner of certain real estate and improvements        located in Columbia, Boone County, Missouri, known as (i) 2400 Maguire        Boulevard, Columbia, Boone County, Missouri, and (ii) Lot 27, Concorde Office        and Industrial Plaza, Plat 14 (collectively, the “Property”);”               2.2   Section 4 of the Prior Lease.  The Prior Lease is amended by deleting  Section 4 in its entirety and inserting in its place and stead the following:                                                                                    2 





 






      “4.   Rent.               (a)   During the Lease term, Tenant shall pay monthly rent to Landlord,        payable in advance on the first day of each calendar month.  Beginning on the        first day of the calendar month following the Effective Date of the Second        Amendment and the date all conditions precedent set forth in Section 1 of the        Second Amendment have been satisfied, Tenant shall pay to Landlord monthly        rent for the Premises as follows:                     (i)   Forty-Nine Thousand Two Hundred Eighty-One Dollars        ($49,281.00) per month for the remainder of the Second Lease Year;                     (ii)  Fifty-One Thousand Nine Hundred Forty-Nine Dollars        ($51,949.00) per month beginning on the first day of the third Lease Year and        continuing for the remainder of the Initial Term;                     (iii) Thirty-Nine Thousand Seven Hundred Twenty-Four        Dollars ($39,724.00) per month during the First Option Term; and                     (iv)  Forty-Two Thousand Eighty-Three Dollars ($42,083.00)        per month during the Second Option Term.”               2.3   Section 5 of the Prior Lease.  The Prior Lease is amended by deleting  Section 5 in its entirety and inserting in its place and stead the following:         “5.   Security Deposit.  Landlord and Tenant acknowledge that Landlord has in        its possession a security deposit in an amount equal to Fifty-Seven Thousand        Dollars ($57,000) as security for performance of all the obligations of Tenant        under this Lease, including, without limitation, the payment of all rent and other        charges due Landlord under this Lease.  In addition to the rights and remedies of        Landlord set forth elsewhere in this Lease or otherwise available to Landlord        under applicable law, in the event of any default by Tenant under this Lease that        remains uncured after written notice and the passing of all applicable cure        periods, Landlord shall be entitled to apply said deposit to the obligations of        Tenant under this Lease or shall be entitled to expend said security deposit toward        the out of pocket costs and expenses incurred by Landlord in connection with        remedying any such default by Tenant capable of being remedied by the        expenditure of money.  Should Landlord so pay or apply said deposit, Tenant        shall within five (5) business days of its receipt of Landlord’s written demand,        deposit such additional sums with Landlord as may be necessary to restore said        deposit to Fifty-Seven Thousand Dollars ($57,000).  At the end of the Lease term,        provided Tenant is not then in default according to the terms and provisions of                                                                                   3 





 






      this Lease (that remains uncured after written notice of the same and the passing        of all applicable cure periods), Landlord shall within thirty (30) days after the end        of the Lease term, or upon written demand from Tenant, refund any portion        thereof that remains after use of said deposit by Landlord in accordance with the        foregoing provisions of this Paragraph, without interest.”               2.1   Section 22 of the Prior Lease. The Prior Lease is amended by deleting  Section 22 in its entirety and inserting in its place and stead the following:         “If Tenant shall hold over after expiration of the term of this Lease for any cause,        Tenant shall be liable for one and one-half times the base rent payable hereunder       for the first three (3) months following the end of the Lease term, and double the       base rent payable hereunder for the remainder of any such holdover period and       shall otherwise be upon the applicable terms and conditions set forth in this       Lease.”         3.    Construction.               3.1   Upon execution of this Second Amendment, Landlord shall commence  construction of the Additional Improvements, and shall substantially complete construction of  the Additional Improvements with all reasonable diligence.               3.2   To minimize interference to Tenant’s business operations at, and use of,  the Current Premises and the Raw Land during construction of the Additional Improvements,  Landlord and Tenant covenant to implement the plan attached hereto as Exhibit “A” and made a  part hereof, and otherwise take (or cause to be taken) all action, and to do (or cause to be done)  all things reasonably necessary, proper, or advisable in furtherance of minimizing such  interference.               3.3   For purposes of this Second Amendment, the Additional Improvements  shall be deemed to be “substantially complete” when Landlord has (a) obtained an approval  notice from the City of Columbia for the Additional Improvements (temporary or permanent)  and (b) completed the Additional Improvements such that Tenant may lawfully use and occupy  the Additional Property, for Tenant’s intended purpose, subject to Punch List Items.               3.4   As used in this Second Amendment, “Punch List Items” are those minor  items of construction that must be completed or corrected and that will not materially interfere  with Tenant’s ability to occupy the Additional Property.  Landlord shall notify Tenant upon  substantial completion, whereupon the Additional Property shall be delivered to and accepted by  Tenant; except, that, Landlord shall complete all Punch List Items as soon thereafter as  reasonably practicable.                                                                                    4 





 






            3.5   Landlord and Tenant agree that Tenant is paying the cost to construct the  Additional Improvements, including a fee for the general contractor constructing the Additional  Improvements (the “Contractor”) equal to eight percent (8%) of the actual construction cost of  Additional Improvements, pursuant to the terms and provisions of a construction contract to be  entered into between Landlord and Contractor (the “Contract”), which shall include the  provisions set forth on Exhibit “B” of this Second Amendment.  Prior to Landlord invoicing  Tenant, all applications for payment (“Application for Payment”) submitted to Landlord by the  Contractor shall be simultaneously submitted to Landlord and Tenant for their review.  Within  five (5) business days of receipt of an accurate, correct, and complete Application for Payment,  Landlord and Tenant must approve or reject such Application for Payment (or portions thereof)  using DocuSign, and any such disapproval shall be accompanied with a brief description of the  reason (in reasonable detail) for such rejection.  The Application for Payment shall be deemed  approved if Landlord and Tenant fail to timely approve or disapprove such Application for  Payment within such five (5) business day period.  All undisputed costs for completion of the  Additional Improvements shall be paid by Tenant monthly, within thirty (30) calendar days of  invoicing from Landlord.         4.    Other Provisions.  Except as set forth in this Second Amendment, all other terms  and provisions of the Prior Lease shall remain in full force and effect.  Any inconsistency  between the Prior Lease and this Second Amendment shall be governed by this Second  Amendment.  This Second Amendment may be executed in counterparts, each of which shall be  deemed an original, but all of which, together, shall constitute the same amendment.  For  purposes of this Second Amendment, signatures by facsimile or electronic PDF shall be binding  to the same extent as original signatures.  Each signatory of this Second Amendment on behalf of  Tenant and Landlord represents that he or she has the full power and authority to execute and  deliver the same on behalf of the party hereto for which such signatory is acting.  The headings  of the paragraphs in this Second Amendment are for reference only and shall not affect the  meaning or interpretation of this Second Amendment.  Landlord and Tenant acknowledge and  reaffirm all of their obligations under the Prior Lease, as the Prior Lease has been amended by  this Second Amendment, and agree that any reference made in any other document to the Prior  Lease shall mean the Prior Lease as amended by this Second Amendment.  The Prior Lease, as  hereby amended, may not be further amended except in writing signed by both Landlord and  Tenant.  If any provisions of this Second Amendment or the Prior Lease, as amended hereby,  shall be determined to be illegal or unenforceable, such determination shall not affect any other  provision of the Prior Lease or this Second Amendment and all such other provisions shall  remain in full force and effect.  Landlord and Tenant hereby acknowledge and agree this Second  Amendment shall not be construed or interpreted against either party hereto by virtue of the  identity of the preparer.                                                                                    5 





 






       5.    Binding Effect.  The covenants and agreements of this Second Amendment shall   be binding upon and inure to the benefit of the parties hereto and their heirs, executors,   administrators, legal representatives, successors, and assigns.          6.    Attorneys’ Fees.  If a party hereto brings an action or suit against the other party   hereto to enforce any provisions of this Second Amendment or the Prior Lease, the prevailing   party in such action or suit shall be entitled to have and recover from the other party hereto, in   addition to damages, equitable or other relief, all costs and expenses of the action or suit and any   appeals therefrom, including reasonable attorneys’ fees and court costs and costs of expert  witnesses, and fees incurred to enforce any judgment therefrom.          7.    No Broker.  Each of Landlord and Tenant represent and warrant to each other   that neither of them has had any dealings with any real estate broker or agent in connection with   the negotiation of this Second Amendment.  Landlord and Tenant each hereby agree to   indemnify, defend and hold harmless the other against any losses, causes of action, liabilities,   damages, claims, demands, costs and expenses (including reasonable attorneys’ fees and costs)  incurred, or to be incurred, for any breach of the foregoing warranty by either party hereto  regarding any such dealings with any real estate broker or agent.               [remainder of page intentionally left blank; signature pages follow]                                                                                         6 





 






      IN WITNESS WHEREOF, this Second Amendment has been executed as of the  Effective Date.         Landlord:                 LEMONE FAMILY LIMITED PARTNERSHIP                                  LLLP,                                   a Missouri limited liability limited partnership                                                                                                      By: /s/ Sara Maguire LeMone     5/22/20                                  Name:  Sara Maguire LeMone                                        Title:  General Partner                                                                 [signatures continued on following page]                                   SIGNATURE PAGE TO SECOND AMENDMENT TO LEASE                          (2400 Maguire Boulevard, Columbia, MO) 





 






               [signatures continued from preceding page]                 Tenant:                   BEYOND MEAT, INC.,                            a Delaware corporation                                                                                    By: /s/ Sanjay Shah           5/20/20                            Name:  Sanjay Shah                                    Title:  COO                                                                                                                                                                 SIGNATURE PAGE TO SECOND AMENDMENT TO LEASE                    (2400 Maguire Boulevard, Columbia, MO) 





 






                                    Exhibit “A”                                       Additional Improvements                                            [attached hereto]   EXHIBIT “A” TO SECOND AMENDMENT TO LEASE        (2400 Maguire Boulevard, Columbia, MO) 





 






                                          Exhibit “B”                                                                                Provisions to Be Included in the Contract                                                                                                        Landlord promptly shall cause the Contract to include each of the following provisions and Landlord shall provide a  copy of the fully executed Contract or similar document or agreement evidencing the same:  1. Cost of the Work; General Conditions; Applications for Payment; Audit Rights; Cost Savings.     1.1. The “Cost of the Work” is the amount described as the “Original Scheduled Value” in the Schedule of          Values approved by Contractor, Landlord, and Tenant (the “Schedule of Values”).  The Cost of the Work          shall include the cost of the work and services identified in the Schedule of Values (and as may be          modified pursuant to this Paragraph).  Notwithstanding anything to the contrary set forth herein or in the          Contract, Tenant shall not be obligated to pay as Cost of the Work, any of the following items: (1) the          Contractor’s capital expenses, including interest on the Contractor’s capital employed for the work          described in the Contract and Plans and Specifications approved by Landlord, Tenant, and Contractor          (collectively, the “Contract Documents”, and such work, collectively, the “Work”); (2) costs due to the          fault or negligence of the Landlord, the Contractor and/or its Subcontractors and any other person or entity          for whose acts the Contractor and/or its Subcontractors may be liable, including, without limitation, the          costs of correcting damaged, defective or non-conforming Work, disposal and replacement of materials          and equipment incorrectly ordered or supplied; and (3) overhead and general expenses, general conditions          and profit other than the “General Conditions” of 2% and the “Contractor’s Mark-up” of 8% set forth on          the approved project bid dated January 13, 2020 and revised March 4, 2020, a copy of which is attached          hereto as Exhibit “1” and made a part hereof; except, that, “Contractor’s Mark-up” shall exclude any          mark-up on General Conditions.  Further, notwithstanding anything to the contrary set forth herein or in          the Contract, the General Conditions shall not include any cost item that is already accounted for in          another line item in the project budget.     1.2. The period covered by each Application for Payment shall be one calendar month ending on the last day of          the month.  Each Application for Payment shall be accompanied by a lien waiver, executed by each          Subcontractor and each materialman or supplier, covering all labor and materials that shall have been paid          for in any previous application.  Each Application for Payment shall also be accompanied by a partial lien          waiver, executed by the Contractor and covering the entire amount of the payment requested by the          relevant Application for Payment, effective on payment.  In addition, each Application for Payment shall          be notarized, if required, and supported by such data substantiating the Contractor’s right to payment as          Landlord or Tenant may reasonably require, such as copies of requisitions, invoices or payment          applications from Subcontractors and material suppliers.  Neither Landlord nor Tenant shall be required to          process an Application for Payment until such lien waivers and other requested information are submitted.           The Contractor’s Applications for Payment may not include requests for payment of amounts the          Contractor does not intend to pay to a Subcontractor or material supplier because of a dispute or other          reason.     1.3. Contractor shall permit Landlord and Tenant to audit its books for any purpose of determining the          correctness and allowability of charges made pursuant to the Contract, including all items in the Cost of          the Work and in any change order (except that these provisions shall not apply to Work contracted on a          lump sum basis).  Contractor promptly shall produce all data that Landlord or Tenant may request for any          such purpose.  Contractor shall keep, and shall cause all Subcontractors to keep, such full and detailed          accounts as may be necessary to reflect its operations with respect to such charges and extras.  Landlord          and Tenant and each of their respective agents and employees shall be afforded access at all reasonable          times to Contractor’s and (if applicable) Subcontractors’ books, correspondence, instructions, receipts,          vouchers, memoranda, and records of all kinds, relating to all Work under the Contract as well as to          changes in the Work and extras.  In regard to the foregoing and generally, Contractor hereby authorizes          the Owner, and shall require all Subcontractors to authorize the Owner, to check directly with its suppliers                                                                             EXHIBIT “B” TO SECOND AMENDMENT TO LEASE                                (2400 Maguire Boulevard, Columbia, MO) 





 






        of labor and materials the charges for such labor, material, and other items appearing in the Contractor’s          bills rendered to the Owner and the balances due on such charges and to obtain sworn statements and          waivers of lien from any such suppliers.  This provision shall survive for a period of four (4) years after          the date the Landlord Improvements are substantially complete.     1.4. If the final Cost of the Work incurred by Contractor on the Project is less than the amount set forth in the          Schedule of Values agreed upon by Landlord and Tenant, Tenant shall be entitled to all such savings and          Contractor will return to Landlord, for the benefit of Tenant, Cost of the Work saved.  2. Warranties; Condition to Final Payment.     2.1. Contractor warrants to Landlord and Tenant that materials and equipment furnished under the Contract          will be of good quality and new unless otherwise required or permitted by Plans and Specifications, that          the Work will be free from any defects or deficiencies in workmanship or materials (ordinary wear and          tear excepted) and that the Work will conform with the requirements of the Contract Documents.  Work          not conforming to these requirements, including substitutions not properly approved and authorized, shall          be considered defective.  The Contractor’s warranty does not cover damage or failure of materials to the          extent caused by any abuse, modification, improper or insufficient maintenance or improper operation by          the Owner.  If required by the Owner, the Contractor shall furnish satisfactory evidence as to the kind and          quality of materials and equipment to be employed in the performance of the Work.     2.2. In addition to the warranties set forth in the immediately preceding Paragraph, Contractor represents and          warrants to Landlord and Tenant that all Work, materials, and equipment furnished under the Contract          shall be free from failure under ordinary usage for a period of one (1) year from the date the Landlord          Improvements are substantially complete.  All Work not conforming to these standards shall be considered          defective.  Further, Contractor agrees that all guarantees or warranties of equipment or materials furnished          to the Contractor or Subcontractors by any manufacturer or supplier shall be deemed to run to the benefit          of, and are hereby assigned to, Landlord (subject to the remainder of this Paragraph).  As a condition to          final payment for the Work, the Contractor shall deliver to the Landlord two (2) clean, complete and          readable copies of all guarantees and warranties on equipment and materials furnished by all          manufacturers and suppliers to the Contractor and all Subcontractors, together with duly executed          instruments properly assigning the guarantees and warranties to Landlord, and shall also deliver to          Landlord two (2) clean, complete and readable copies of as-built drawings, all related manufacturer’s          instructions, related maintenance manuals, replacement lists, detailed drawings and any technical          requirements necessary to operate and maintain such equipment and materials or needed to maintain the          effectiveness of any such warranties.  All warranties set forth in this Paragraph and the immediately          preceding paragraph shall be assignable to Tenant, and upon Tenant’s written request therefor, shall be          assigned to Tenant if and to the extent Tenant is required to repair, maintain, or replace any of the Work          pursuant to the applicable provisions of the Lease.  3. Indemnity; Insurance.     3.1. Contractor shall indemnify and hold harmless Landlord, Tenant, and their respective officers, directors,          shareholders, partners, employees or agents, from and against claims, damages, losses and expenses,          including, without limitation, reasonably attorneys’ fees, arising out of or resulting from performance of          the Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness,          disease or death, or to injury to or destruction of tangible property including loss of use resulting          therefrom, but only to the extent caused in whole or in part by the acts or omissions of the Contractor, a          Subcontractor, a sub-Subcontractor, materialman, or supplier or anyone directly or indirectly employed by          them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss          or expense is caused in part by a party indemnified hereunder.  Such obligation shall not be construed to          negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a          party or person described in this Paragraph.  This indemnification shall survive acceptance of the Work          and completion of the Contract.  In claims against any person or entity indemnified under the terms of the          Contract by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by          them or anyone for whose acts they may be liable, the indemnification obligation under this Contract shall          not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for                                                                             EXHIBIT “B” TO SECOND AMENDMENT TO LEASE                                (2400 Maguire Boulevard, Columbia, MO) 





 






     the Contractor or a Subcontractor under workers or workmen’s compensation acts, disability benefits acts       or other employee benefit acts.  3.2. Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business       in the State of Missouri and acceptable to Landlord and Tenant such insurance as will protect the       Contractor from the following kinds of claims, which may arise out of or result from the Contractor’s       operations under the Contract and for which the Contractor may be legally liable, whether such operations       be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or       by anyone for whose acts any of them may be liable:  (1) claims under workers’ or workmen’s       compensation, disability benefit and other similar employee benefit acts which are applicable to the Work       to be performed; (2) claims for damages because of bodily injury, occupational sickness or disease, or       death of the Contractor’s employees; (3) claims for damages because of bodily injury, sickness or disease,       or death of any person other than the Contractor’s employees; (4) claims for damages insured by usual       personal injury liability coverage; (5) claims for damages, other than to the Work itself, because of injury       to or destruction of tangible property, including loss of use resulting therefrom; (6) claims for damages       because of bodily injury, death of a person or property damage arising out of ownership, maintenance or       use of a motor vehicle; and (7) claims involving contractual liability insurance applicable to the       Contractor’s indemnity obligations set forth herein.  In addition, Landlord shall carry builder’s risk       insurance covering the Landlord Improvements.  The coverage and limits of liability contained in the       Contractor’s liability insurance required pursuant to this Paragraph shall not be less than (1) Combined       single limit for Bodily or Personal Injury and Property Damage of not less than $1,000,000 each       occurrence, $2,000,000 annual aggregate for commercial general liability insurance, and (2) $1,000,000       Each accident, $1,000,000 Disease - Policy and $1,000,000 Disease - Each Employee for employer’s       liability insurance.  All coverage shall be on an occurrence basis.  With the exception of workers       compensation, insurance coverages required of Contractor by the Contract shall name Landlord and       Tenant as additional insureds and shall not be canceled or allowed to expire without thirty (30) days prior       written notice to both Landlord and Tenant.  The coverage on all such policies required from Contractor       pursuant to this Contract shall be primary to any valid and collectible insurance carried by Landlord and       Tenant.                                                                        EXHIBIT “B” TO SECOND AMENDMENT TO LEASE                             (2400 Maguire Boulevard, Columbia, MO) 





 






                   Exhibit “1”                                             Approved Bid                                    [to be attached]                              EXHIBIT “B” TO SECOND AMENDMENT TO LEASE        (2400 Maguire Boulevard, Columbia, MO)