Ex 10.5 Third Amendment to Office Building Lease






Exhibit  10.5


THIRD AMENDMENT TO OFFICE BUILDING LEASE


THIS THIRD AMENDMENT TO OFFICE BUILDING LEASE (this "Amendment" or 'Third Amendment") is made as of August  7, 2012  (the "Effective Date"),  by and between HACIENDA PORTFOLIO  VENTURE LLC,  a Delaware  limited  liability  company ("Landlord"), and ZELTIQ AESTHETICS, INC., formally  known  as Juniper Medical  Inc., a Delaware corporation ("Tenant").


RECITALS


A.        Crosstown Ventures  II,  LLC,  predecessor-in-interest   to Landlord,  and  Tenant, entered into that certain Office Building Lease dated as of December 22, 2006 ("Initial Lease"), as   amended   by   that  certain   First   Amendment    to   Office   Building   Lease   (the   "First Amendment"), by and between Landlord and Tenant, dated as of July 11, 2007, and as further amended   by   that   certain   Second   Amendment   to   Office   Building   Lease   (the   "Second Amendment"), by and  between Landlord  and Tenant,  dated  as of September  24,  2010  (the initial  Lease as amended by the First Amendment and the Second Amendment, the "Lease") for approximately  42,620  rentable  square  feet (the  "Leased Premises") consisting  of  the entire Building located at 4696-4698 Willow Road, Pleasanton, California (Building One).


B.        The term of the Lease is presently scheduled to expire on December 31, 2013. Tenant desires to extend the term of the Lease by a period of twelve (12) months.


C.         Landlord and Tenant desire to amend the Lease as set forth in this Amendment. Any capitalized term used but not defined herein shall have the meaning given to it in the Lease.


NOW, THEREFORE, in consideration  of the foregoing, and for good and valuable consideration,   the  receipt  and  sufficiency   of  which  is  hereby  acknowledged,  Landlord  and Tenant hereby agree as follows:


AGREEMENT


1.          Recitals.  The parties hereby confirm the accuracy of the foregoing Recitals which are incorporated herein by this reference.


2.          Term.  The term of the Lease is hereby extended by a period of twelve (12) months such that the term expiration date shall be December 31, 2014 (the "Term Expiration Date").


3.          Base Rent.  The Base Rent for the Leased Premises from January 1, 2014 through and including December 31, 2014 shall be as follows:


January 1, 2014 through December 31, 2014:  $78,847.00 per month (which equals $1.85 per rentable square foot per month)


4.        Base Year.  Effective on January 1, 2014, the Base Year for the Leased Premises shall be revised to the calendar year 2014.


5.        Effect of Amendment; Ratification. Except to the extent the Lease is expressly modified by this Amendment, the terms and provisions of the Lease shall remain unmodified and in full force and effect.  In the event of conflict between the terms of the Lease and the terms of this Amendment, the terms of this Amendment shall prevail.  There are no covenants, promises, agreements, conditions or understandings, either oral or written, between Landlord and Tenant except as are set forth in the Lease and in this Amendment.  All negotiations and oral agreements acceptable to both parties have been merged into and are included in the Lease and in this Amendment.   It is understood that the Lease and this Amendment supersedes and cancels any and all previous negotiations, arrangements, agreements, understandings, and representations.


6.        Authority. If Tenant is a corporation,  partnership, trust or other entity, Tenant and each person executing this Amendment on behalf of Tenant hereby covenants  and warrants that (i) Tenant is duly incorporated or otherwise established or formed and validly existing under the laws  of its state of incorporation,  establishment  or formation; (ii) Tenant  has and is duly qualified  to do business in the State of California;  (iii) Tenant  has full corporate,  partnership, trust or other appropriate power and authority to enter into this Amendment and to perform all of Tenant's obligations under the Lease, as amended  by 









this Amendment; and (iv) each person (and all of the persons if more than one signs) signing this Amendment on behalf of Tenant is duly and validly authorized to do so.


7.         Representations and Warranties.  Tenant  hereby  represents,  warrants  and agrees  that as of the date hereof: (i) to Tenant's knowledge, there exists  no default under the Lease,  as  amended  by  this  Amendment;  (ii) the  Lease, as  amended  by  this  Amendment, continues  to be a legal, valid and binding agreement  and obligation of Tenant; (iii) Landlord  is not in default under the Lease, as amended by this Amendment; and (iv) Tenant has no offset or defense to its performance or obligations under the Lease, as amended by this Amendment.


8.        Confidentiality Provision.  Tenant and its employees and agents agree to keep the  terms  of  this  Amendment  and  all  documentary  or  verbal  information  concerning  the circumstances  leading  to or surrounding  this Amendment  absolutely  confidential  and will not publicize or disclose  such confidential information to anyone, except his or her own attorneys, accountants or tax preparers, pursuant  to court order, or if advised by legal counsel  that such disclosure is legally required.


9.         Brokers.  Tenant  represents  and  warrants  to  Landlord  that CB  Richard  Ellis ("Tenant's Broker") is the only agent, broker, finder or other similar party with whom Tenant has   had   any dealing  in   connection   with   the  negotiation   of   this  Amendment   and  the consummation  of  the  transaction  contemplated  hereby.    Landlord represents and warrants to Tenant that CB Richard Ellis ("Landlord's Broker") is the only agent, broker, finder or other similar party with whom Landlord has had any dealing in connection with the negotiation of this Amendment and the consummation of the transaction contemplated hereby.  Except for Tenant's Broker and Land lord's Broker, the parties hereby agree to indemnify, defend and hold each other free and h arm less from and against liability for compensation or charges which may be claimed by any agent, broker, finder or other similar party by reason of any dealings with or actions of such party in connection  with the negotiation of this Amendment and the consummation  of this transaction, including any costs, expenses and attorney's fees incurred with respect thereto.


10.       Counterparts;  Signatures.   This Amendment may be executed in counterparts. All executed  counterparts  shall constitute one agreement, and each counterpart shall be deemed an original.   The parties hereby acknowledge and agree that facsimile signatures or signatures transmitted  by electronic mail in so-called "pdf' format shall be legal and binding and shall have the same full force and effect as if an original of this Amendment  had been delivered.   Landlord and Tenant  (i)  intend  to be  bound  by the signatures  on  any  document  sent  by facsimile  or electronic  mail, (ii) are aware that the other party will rely on such signatures, and (iii) hereby waive any defenses  to the enforcement of the terms of this Amendment based on the foregoing forms of signature.




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11.      Governing Law.   This Amendment and any enforcement of the agreements  set forth above shall  be governed  by and construed  in accordance  with the laws of  the State  of California.


IN WITNESS WHEREOF,  this Amendment is being executed by the parties on the date set forth above.


"LANDLORD":


HACIENDA PORTFOLIO VENTURE LLC,
a Delaware limited liability company
By:        HACIENDA VENTURE MEMBER, LLC,
a Delaware limited liability company,
                 its Co-Managing Member
By:        PRINCIPAL REAL ESTATE INVESTORS, LLC,
                 a Delaware limited liability company,
                 its authorized signator
By: /s/ Robert T. Klinkner                    
Name: Robert T. Klinkner                    
Title: Assistant Managing Director Asset Management                
By:    EPI HACIENDA LLC,
a California limited liability company,
its Managing Member
By:    ELLIS PARTNERS LLC,
a California limited liability company,
its Manager
By: /s/ James F. Ellis                    
Name: James F. Ellis                    
Title: Managing Member                    
"TENANT":
ZELTIQ AESTHETICS, INC., 
a Delaware corporation 
By: /s/ Sergio Garcia                    
Name: Sergio Garcia                    
Title: Senior Vice President, General Legal Counsel & Corporate Secretary