First Amendment to Lease



 Exhibt 10.51 

FIRST AMENDMENT TO LEASE 

This First Amendment to Lease (“First Amendment”) is made, for reference purposes only, this 21st day of February, 2003,
between PACIFIC OCEANSIDE HOLDINGS, L.P., a California limited partnership (“Landlord”) and CONAGRA FOODS, INC., a Delaware corporation (“Tenant”) with reference to the following facts: 

RECITALS 
  

	 	A.	Landlord and Tenant entered into that certain Lease dated December 20, 2001, (the “Lease”) for the Premises located at 9655 Granite Ridge Drive, Suites
100 and 200, San Diego, CA 92123, consisting of approximately 19,201 Rentable Square Feet and 17,211 Usable Square Feet (the “Original Premises”). 


 

	 	B.	Pursuant to Paragraph 3 of the Addendum to Lease, Tenant has exercised its Option to Expand with respect to the contiguous area on the second floor of the Building
(Suite 260) identified as the Expansion Space (the “Expansion Space”). 

  

	 	C.	The parties desire to amend the Lease as set forth in this First Amendment. 


 

	 	D.	All capitalized terms used in this First Amendment unless specifically defined herein shall have the same meaning as the capitalized terms used in the Lease.


 NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are expressly acknowledged, Landlord and Tenant
agree as follows: 
 AGREEMENT 
  

	 	1.	Expansion of Premises. As of the date of this First Amendment, the Original Premises shall be expanded to include Suite 260 consisting of approximately 1,114
Rentable Square Feet (approximately 981 Usable Square Feet) and shall be referred herein as the “Expansion Space”, as shown on Exhibit “B-1”, and shall be used exclusively for general office use, in accordance with all applicable
laws, statutes, ordinances, and regulations and the provisions of the Lease. 

  

	 	2.	Expansion Space Lease Commencement Date. The Lease Commencement Date for the Expansion Space (the “Expansion Space Lease Commencement Date”) shall be
the date to which the Tenant accepts the Expansion Space. This shall be documented by presenting Tenant with an Acceptance of Premises form acknowledging the “As Is” condition of the Expansion Space. 


 

	 	3.	Expansion Space Rent Commencement Date. The Rent Commencement Date for the Expansion Space (the “Expansion Space Rent Commencement Date”) shall be the
earlier to occur of (i) June 1, 2003, or (ii) that date of the Certificate of Occupancy issued by the City for the substantial completion of the Tenant Improvements referred to in Paragraph 10 of this Amendment. 









	 	4.	Expansion Space Expiration Date. The Expiration Date for the Expansion Space (the “Expansion Space Expiration Date”) shall run concurrent with the
Initial Expiration Date of the Original Premises and expire on March 31, 2007. 

  

	 	5.	Premises. Effective as of the Expansion Space Rent Commencement Date, the total Premises shall include both the Original Premises and the Expansion Space for a
total of approximately 20,315 Rentable Square Feet (18,192 Usable Square Feet). 

  

	 	6.	Basic Monthly Rent. The Basic Monthly Rent for the Expansion Space shall be $1.50 per Rentable Square Foot (subject to adjustment as provided in Paragraph 7.2 of
the Lease). Basic Monthly Rent shall always be due and payable on or before the first day of the applicable month, except that the first month’s Basic Monthly Rent shall be prorated to reflect any partial month’s occupancy and shall be due
and payable upon the Expansion Space Rent Commencement Date. 

  

	 	7.	Rental Adjustments. On each anniversary of the Expansion Space Rent Commencement Date throughout the Initial Lease Term, the Basic Monthly Rent shall be
increased by three and one-half percent (3.5%), plus any applicable Additional Rent. 

  

	 	8.	Building. The total Rentable Square Feet of the Building located at 9655 Granite Ridge Drive, San Diego, CA 92123 is 108,956. 


 

	 	9.	Tenant’s Share. The Tenant’s Share previously identified and agreed as 17.49% shall be revised to reflect a new total of 18.65% (20,315 RSF / 108,956
RSF). 

  

	 	10.	Security Deposit. Tenant shall not be obligated to pay a Security Deposit for the Expansion Space. 


 

	 	11.	Tenant improvements. Landlord shall provide Tenant with a Tenant Improvement Allowance of Fourteen and 00/100 Dollars ($14.00) per Usable Square Foot, or a total
of Thirteen Thousand Seven Hundred Thirty-Four and 00/100 Dollars ($13,734.00), for the approved tenant improvements of the Expansion Space. Tenant shall have the right to contract with reputable contractors, subject to Landlord’s prior
approval, which shall not be unreasonably withheld, to complete the tenant improvements, including the Space Plan, Interior Design and/or Tenant’s Contractor. Upon receiving a Certificate of Occupancy by the City, Landlord shall pay to Tenant
the Tenant Improvement Allowance, in accordance with the provisions of the Exhibit “D” attached to this First Amendment to Lease. 









	 	12.	Certification. By execution of this First Amendment, Landlord and Tenant hereby certify that as of the date hereof, and to the best of each party’s
knowledge, that the other party is not in default of the performance of its obligations pursuant to the Lease, and that neither party has a claim, defense, or offset against the other party with respect to the Lease 


 

	 	13.	Confirmation. Except, as and to the extent modified by this First Amendment to the Lease, all provisions of the Lease shall remain in full force and effect. In
the event of a conflict between the terms of the Lease and the terms of this First Amendment, the terms in this First Amendment shall control. 


IN WITNESS WHEREOF, Landlord and Tenant agree to the foregoing as evidenced by affixing their signatures below. 

 

			
	LANDLORD: PACIFIC OCEANSIDE HOLDINGS, L.P.,
	 a California limited partnership

		
	 By:
	 	Pacific Oceanside Assets, Inc.,
		 	a California corporation
		
	 Its:
	 	General Partner
		
	 By:
	 	 /s/ [illegible]

		
	 Date:
	 	  

		
	 By:
	 	  

		
	 Date:
	 	  

	
	 TENANT: CONAGRA FOODS, INC.,

a Delaware corporation

		
	 By:
	 	 /s/ James G. Doyle

	
	 Printed Name: James G. Doyle

		
	 Its:
	 	Vice President Real Estate and Facilities
		
	 Date:
	 	2/21/03









 EXHIBIT “D” 

TENANT IMPROVEMENTS TO THE EXPANSION SPACE 

General recital: Tenant accepts the Expansion Space in “As-Is” condition, and Landlord shall provide a Tenant Improvement Allowance (as
defined below) for Tenant to construct further improvements to the Expansion Space, subject to the terms and conditions as more completely described herein. 

Section 1. Tenant’s Plan Approval. Concurrently with, or within thirty (30) calendar days following the
execution of this First Amendment, Tenant shall cause detailed plans and specifications (the “Plans”) to be prepared and delivered to Landlord; which Plans shall reflect the work to be performed within the Expansion Space by Tenant in
order to suitably prepare the Expansion Space for Tenant’s use (the “Tenant’s Work”). Landlord shall, within ten (10) calendar days following its receipt of the Plans, either approve such Plans or provide Tenant with the
reasons that Landlord is withholding such consent. If Landlord does not approve the Plans, Tenant shall immediately cause the Plans to be revised, consistent with Landlord’s comments, and then resubmit the Plans to Landlord for review within
ten (10) calendar days of Landlord’s notice to Tenant of said non-approval of Tenant’s Plans. No work shall be undertaken by Tenant until the Plans have been finally approved by Landlord, Performance of the Tenant’s Work shall
strictly conform to the approved Plans and any deviation will require Landlord’s prior approval. Any delays caused by Tenant with respect to submittal, revision, or approval of Plans pursuant to this paragraph shall not postpone the Expansion
Space Rent Commencement Date. In the event that Tenant’s Plans have not been mutually approved within forty (40) days following the Expansion Space Lease Commencement Date, Landlord may, at Landlord’s option, terminate this First
Amendment, regain possession of the Expansion Space, and Tenant shall reimburse Landlord for Landlord’s costs in preparing the Expansion Space for Tenant’s occupancy. 

Section 2. Tenant’s Work Completion Period. Following the Expansion Space Lease Commencement Date and
Tenant’s acceptance of the Expansion Space, Tenant shall cause Tenant’s Work to be completed in accordance with sound construction practices and in a manner consistent with this Exhibit “D” (“Tenant’s Work Completion
Period”). Landlord and Tenant estimate that completion of Tenant’s Work shall not exceed 120 days from the Expansion Space Lease Commencement Date, 

Section 3. Construction of Tenant Improvements by Tenant’s Contractor. After the Plans for the Tenant’s Work
have been approved by Landlord and the local governing agencies, Tenant shall submit to Landlord the name, address, license number, evidence of insurance, and any other information required by Landlord of Tenant’s proposed contractor(s)
(“Contractor”) for Landlord’s review and approval. If Landlord deems, in Landlord’s reasonable discretion, that Tenant’s proposed Contractor is unacceptable, Tenant shall resubmit information on a replacement contractor
until a mutually approved Contractor is selected. Upon said selection, Tenant shall enter into a construction contract with the Contractor which shall include a provision for compliance with Landlord’s rules and regulations as defined herein,
and Tenant shall provide Landlord with a copy of said contract. In no event shall Tenant be permitted access 







 
to the Expansion Space to perform Tenant’s Work prior to providing all information requested by Landlord relating to Tenant’s Work. Failure by Tenant to provide any information
requested by Landlord, including but not limited to evidence of Tenant’s and Tenant’s Contractor’s compliance with all of the insurance requirements hereof, shall not delay the Expansion Space Lease Commencement Date or the Expansion
Space Rent Commencement Date, but will constitute grounds for Landlord’s denying access to the Expansion Space by Tenant. Violations of Landlord’s rules, regulations, and requirements as set forth herein or as otherwise established by
Landlord shall constitute a default of this Lease if not corrected by Tenant and/or Tenant’s Contractor within twenty four (24) hours notice, either written or oral, by Landlord to Tenant. Landlord shall have the right to post a notice of
non-responsibility at a prominent location within Tenant’s Premises. 
 It shall be the responsibility of Tenant to enforce the following
requirements of Tenant’s Contractor, and all subcontractors of Tenant’s Contractor, at every level: 
 3.1.
Tenant’s Contractor shall perform Tenant’s Work in a manner and at times which do not impede or delay Landlord’s contractor, if applicable, in the Project. Any delays in the completion work by the Landlord or Landlord’s
contractor, if applicable, on the Project, or the commencement of the annual rental and any damage to any work caused by Tenant’s Contractor shall be at the sole cost and expense of Tenant, 

3.2. Tenant’s Contractor shall be responsible for the repair, replacement, or clean up of any damage by him to other
contractors’ work which specifically includes access ways to the Expansion Space which may be concurrently used by others. Firelanes, sidewalks, hallways, and access to other tenant’s suites may not be blocked or obstructed at any time.

 3.3. Tenant’s Contractor shall contain his storage of materials and his operations within the Expansion Space and such
other space as he may be assigned by Landlord. Should he be assigned space outside of the Expansion Space, he shall move to such other space as Landlord shall direct from time to time to avoid interference or delays with other work. Tenant’s
Contractor shall park construction vehicles in areas designated by Landlord. 
 3.4. All trash and surplus construction
materials shall be stored within the Expansion Space and shall be promptly removed from the Expansion Space. Tenant’s Contractor shall not use common area trash enclosures or waste bins for disposal of trash or surplus construction material.

 3.5. Noise shall be kept to a minimum at all times, and shall not be permitted to interfere with the conduct of other
tenant’s business, or the general operation of the Project. Tenant’s Contractor shall notify Landlord or Landlord’s project manager of any planned work to be done on weekends or other than normal job hours. 

3.6. Tenant and Tenant’s Contractor are responsible for compliance with all applicable codes and regulations of duly constituted
authorities having jurisdiction as far as the performance of the Tenant’s Work is concerned and for all applicable safety regulations 







 
established by the Landlord, OSHA, or other regulatory agencies, and Tenant further agrees to save and hold Landlord harmless for Tenant’s actions arising from Tenant’s Work. Prior to
commencement of construction, Tenant shall submit to Landlord evidence of insurance as required by this Lease and evidence of insurance for Tenant’s Contractor. 

3.7. Tenant’s Contractor shall not post signs an any pan of the Project or the Expansion Space, without Landlord’s prior
written approval. 
 3.8. Tenant shall be responsible for and shall obtain and record a Notice of Completion promptly following
completion of Tenant’s work. 
 3.9. Tenant shall provide to Landlord a copy of the fully executed construction contract,
including all addendum and a line item breakdown by trade thereto, between Tenant and its Contractor for the Tenant’s Work. 

3.10. All required permits and approvals, including but not limited to Planning, Building, Fire, and Health department permits, must be
obtained and all necessary calculations, including, but not limited to, those required under Title 24, must be submitted to the local governing agencies for all work to be performed by Tenant or Tenant’s Contractor in the Expansion Space.

 3.11. Any modifications to the building exterior shall be subject to Landlord’s prior approval. No romex wiring shall be
allowed, nor shall water lines be placed in slabs, unless approved by Landlord prior to installation. All equipment placed upon the roof as a result of the Tenant’s Work, and all roof penetrations, shall be approved by Landlord prior to the
commencement of work. 
 3.12. Landlord, at Landlord’s reasonable discretion, may from time to time establish such other
rules and regulations for protection-of property and the general safety of occupants and invitees of the Project. Such rules and regulations shall apply to Tenant and Tenant’s Contractor as though established upon the execution of this Exhibit
“D”. 
 Section 4. Coordination of Construction. Tenant covenants and agrees that Tenant and
Tenant’s Contractor shall not destroy or in any way damage any portion of the Project. Further, Tenant covenants and agrees that Tenant and Tenant’s Contractor shall coordinate the Tenant’s Work with any construction schedule for any
work being performed by or on behalf of Landlord or any other tenant, if applicable, and that the performance of the Tenant’s Work shall not interfere with Landlord’s or any other tenant’s construction activities, if applicable. If
there be such interference or conflict, notice thereof shall be given to Tenant, and immediately after receipt of such notice the Tenant agrees to cease or cause to be terminated such interference or conflict. Tenant shall be responsible to Landlord
for any lost rents due to the delay of the Expansion Space Rent Commencement Date. Tenant further covenants and agrees that Tenant and Tenant’s Contractor shall comply with all rules and regulations promulgated by Landlord, or its agent, and
all directives of Landlord governing construction or installation activities, including but not limited to, Permissible hours for construction or installation activities, storage 







 
of equipment and responsibility for cleaning of work areas. If Tenant or Tenant’s Contractor shall fail to comply with the provisions of this Section any costs incurred by Landlord as a
result of such failure shall be at Tenant’s sole and exclusive expense. 
 Section 5. No Landlord
Liability. Landlord shall not be liable for any loss, cost, damage, or expense incurred or claimed by Tenant or any other person or patty on account of the construction or installation of the Tenant’s Work any other person or party on
account of the construction or installation of the Tenant’s Work or any other improvements to the Premises or Expansion Space made by Tenant during the Lease Term. Tenant hereby acknowledges and agrees that the compliance of the Tenant’s
Work, or other Alterations (as defined in the Lease) made to the Premises or the Expansion Space by the Tenant and any plans therefore, with all applicable governmental laws, codes, and regulations shall be solely Tenant’s responsibility.
Landlord assumes no liability or responsibility resulting from the failure of the Tenant to comply with all applicable governmental laws, codes and regulations or for any defect in any of the Tenant’s Work or other Alterations to the Premises
or Expansion Space made by Tenant. Tenant further agrees to indemnify, defend, and hold harmless Landlord from any loss, cost, damage or expense incurred, claimed, asserted, or arising in connection with any of the foregoing. 

Section 6. Tenant Improvement Allowance. Provided that the Tenant’s Work is constructed by Tenant’s
Contractor in accordance with this Exhibit D. Landlord shall reimburse Tenant for Tenant’s actual construction costs up to a maximum of Thirteen Thousand Seven Hundred Thirty-Four and 00/100 Dollars ($13,734.00) for said Tenant’s Work
(“Tenant Improvement Allowance”). Such Tenant Improvement Allowance shall be paid directly to Tenant in two equal installments. The first installment of fifty percent (50%) shall be paid within ten business days following fifty
percent (50%) completion of the Tenant’s Work based on submitted invoices, work performed, and all unconditional waiver and release upon progress payment for material and labor lien releases from Tenant’s Contractor, subcontractors,
and suppliers. The final fifty percent (50%), shall be paid within ten business days following proper recordation of a Notice of Completion for the Tenant’s Work, upon commencement of Tenant’s business within the Expansion Space, and upon
receipt of all unconditional waiver and release upon final payment for material and labor lien releases from Tenant’s Contractor, subcontractors, and suppliers, and subject to satisfaction of the following conditions: 

6.1. Tenant must have completed the Tenant’s Work in accordance with the Landlord approved final Plans and specifications.

 6.2. A Notice of Completion has been properly recorded for Tenant’s Work and 35 days have elapsed since the date of such
recording. 
 6.3. Tenant has submitted a complete set of “as built” plans and specifications to Landlord. 

6.4. Tenant has provided to Landlord copies of all insurance certificates required under this Lease. 







 6.5. A final, unconditional certificate of occupancy for the Expansion Space has been issued
by the appropriate governmental agency, and a copy thereof provided to Landlord. 
 6.6. Tenant has provided Landlord with all
unconditional waiver and release upon final payment for material and labor lien releases from Tenant’s Contractor, subcontractors, and suppliers. Said lien releases must total at least the amount of Landlord’s construction advance to
Tenant. 
 6.7. Tenant has provided Landlord all construction warranties and guarantees in connection with construction of
Tenant’s Work. 
 6.8. Landlord has inspected and approved the Tenant’s Work and is satisfied that the Tenant’s
Work has been performed in a good and workmanlike manner in accordance with the approved Plans; provided, however, no such inspection shall impose any liability upon Landlord, nor absolve Tenant or Tenant’s Contractor from liability for any
defect or failure to comply with the requirements hereof. 
 Section 7. Use of Landlord’s Tenant Improvement
Allowance. 
 7.1. The Tenant Improvement Allowance that Landlord agrees to contribute toward the cost of Tenant’s Work
shall in no event be applied toward Tenant’s furniture, fixtures, furnishings, personal property, signs or any monetary obligations of Tenant under this Lease and First Amendment. Such funds will be used only to pay the cost of tenant
improvements that shall become the property of Landlord and remain upon and be surrendered with the Expansion Space or Premises, as a part thereof, at the end of the Term of the Lease. 

7.2. All fees, permits, utility charges, or assessments associated with the construction of Tenant’s Work are Tenant’s
responsibility to pay, but may be paid by the Landlord on Tenant’s behalf from the Tenant Improvement Allowance if not paid directly by Tenant . 

Section 8. Future Improvements by Tenant to the Premises (as defined in the First Amendment). In the event that Tenant
shall desire to perform future improvements to the Premises during the term of this Lease or any extension thereof Tenant shall construct such improvements in accordance with the terms and conditions of this Exhibit “D”, except that no
Tenant Improvement Allowance shall be granted by Landlord to Tenant for said future improvements. All costs arising from said future improvements shall be the sole and exclusive responsibility of Tenant to pay, in a prompt and timely fashion as said
costs become due. 







 EXHIBIT “B-1” 

TO FIRST AMENDMENT TO LEASE 

“EXPANSION SPACE” 

STONECREST OFFICE PROJECT 

9655 GRANITE RIDGE DRIVE 

SUITE 260 
 SAN
DIEGO, CA 92123 
 APPROXIMATELY 1,114 RENTABLE SQUARE FEET