Seventh Amendement to Lease



 Exhibit 10.1 
 SEVENTH AMENDMENT TO LEASE 
 THIS SEVENTH AMENDMENT TO LEASE (the
“Amendment”) dated as of the 2nd day of July, 2008 (the “Effective Date”), by and between GLENHARDIE PARTNERS, L.P., successor in interest to FV Office Partners, L.P., a limited partnership organized and existing under the
laws of Delaware (hereinafter referred to as “Landlord”), and ENCORIUM GROUP, INC., f/k/a/ Covalent Group Inc., a corporation organized and existing under the laws of Nevada whose present address is 1275 Drummers Lane, Wayne, PA
19087 (hereinafter referred to as “Tenant”). 
 W I T N E S S E T H    T H A T : 
 WHEREAS, Landlord leased certain premises at Glenhardie Corporate Center in the building located at 1275 Drummers Lane, Wayne, Pennsylvania 19087
(the “Building”), to Tenant pursuant to that certain Lease dated September 9, 1994, amended by that certain First Amendment to Lease dated March 25, 1996 and that certain Second Amendment to Lease dated November 14, 1996
(collectively, the “Original Lease”); 
 WHEREAS, Landlord and Interactive Health Computing Inc. (“IHC”) entered
into that certain Agreement of Lease dated January 15, 1996 as amended by a First Amendment to Lease dated March 25, 1996 (the “IHC Lease”) regarding certain space located on the first floor of the Building. Landlord consented to
the assignment of the IHC Lease to Tenant pursuant to that certain Assignment and Assumption of Lease dated September 30, 1999 between Tenant and IHC in which Tenant assumed the rights and obligations of the IHC Lease (the “Assignment and
Assumption”) and that certain Consent to Assignment and Assumption between Landlord, IHC and Tenant dated September 1999 (the “Consent”). The IHC Lease, the Assignment and Assumption and the Consent are hereinafter collectively
referred to as the “IHC Lease Documents.” The Original Lease and the IHC Lease Documents as the same has been modified by that certain Third Amendment to Lease dated July 31, 2001, that certain Fourth Amendment to Lease dated as of
November 27, 2001, that certain Fifth Amendment to Lease dated as of December 13, 2002 and that certain Sixth Amendment to Lease dated as of July 2, 2008 (the “Sixth Amendment”) are hereinafter collectively referred to as
the “Lease”; and 
 WHEREAS, Landlord and Tenant have agreed to further amend the Lease in accordance with the terms and
conditions set forth herein; 
 NOW THEREFORE, Landlord and Tenant for good and valuable consideration, intending to be legally bound,
hereby agree as follows: 
 1. Paragraph 2 of the Sixth Amendment is hereby deleted in its entirety and replaced by the following:

 “As of the Effective Date Fixed Rent shall be $22.00 per rentable square foot payable in equal monthly installments. Upon the
occurrence of the Give Back Space Surrender Date (as hereinafter defined) Fixed Rent shall be due and payable in accordance with the following schedule: 








							
	 Time Period
	  	Monthly Fixed
Rent	  	Annual Fixed
Rent
	 Give Back Space Surrender Date—5/31/2009
	  	$	42,137.33	  	$	505,648.00
	 6/1/2009—5/31/2010
	  	$	43,573.83	  	$	522,886.00
	 6/1/2010—5/31/2011
	  	$	45,010.33	  	$	540,124.00
	 6/1/2011—5/31/2012
	  	$	46,446.83	  	$	557,362.00
	 6/1/2012—5/31/2013
	  	$	47,883.33	  	$	574,600.00
	 6/1/2013—5/31/2014
	  	$	49,319.83	  	$	591,838.00
	 6/1/2014—12/31/2014
	  	$	50,756.33	  	$	609,076.00”

 2. Paragraph 4 of the Sixth Amendment is hereby deleted in its entirety and replaced by the
following: 
 “Upon completion of the Tenant Improvements Tenant shall surrender to Landlord a portion of the Premises located on the
first floor known as Suite 100 consisting of approximately 11,042 rentable square feet and more fully described on Exhibit “A” attached hereto (the “Give Back Space”). On the date on which Tenant turns over the Give Back Space to
Landlord in vacant and broom clean condition (the “Give Back Space Surrender Date”) the Give Back Space shall cease to be a portion of the Premises and Tenant shall not have access to or use of the Give Back Space. From and after the Give
Back Space Surrender Date: (i) the Premises shall consist of approximately 22,984 rentable square feet, consisting of 697 rentable square feet on the first floor and 22,287 rentable square feet on the third floor; and (ii) Tenant’s
proportionate share shall be 36.436%.” 
 3. Notwithstanding anything to the contrary contained in the Sixth Amendment, if Landlord
shall assign the Letter of Credit, Tenant, shall upon demand by Landlord, reimburse Landlord for all bank fees which are incurred by Landlord as a result of such assignment. 
 4. Articles 20(d)(iii)(A) and 20(d)(iii)(B), which comprise the confession of judgment portion of the Lease are hereby restated and reconfirmed as
follows: 
 IF TENANT SHALL DEFAULT IN THE PAYMENT OF THE RENT OR ANY OTHER SUMS DUE HEREUNDER BY TENANT, TENANT HEREBY IRREVOCABLY
AUTHORIZES AND EMPOWERS ANY PROTHONOTARY OR ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR TENANT IN ANY AND ALL SUITS OR ACTIONS WHICH MAY BE BROUGHT FOR SAID RENT AND/OR SAID OTHER SUMS; AND IN SAID SUITS OR ACTIONS TO CONFESS JUDGMENT AGAINST
TENANT FOR ALL OR ANY PART OF SAID RENTAL AND/OR SAID OTHER SUMS, INCLUDING BUT NOT LIMITED TO THE AMOUNTS DUE FROM TENANT TO LANDLORD UNDER CLAUSES (I), (II), OR (III) OF THIS ARTICLE 20, AND FOR INTEREST AND COSTS, TOGETHER WITH AN
ATTORNEYS’ COMMISSION FOR 

  

 - 2 - 








 
COLLECTION OF FIVE PERCENT BUT NOT LESS THAN TEN THOUSAND DOLLARS ($10,000). SUCH AUTHORITY SHALL NOT BE EXHAUSTED BY ONE EXERCISE THEREOF, BUT
JUDGMENT MAY BE CONFESSED AS AFORESAID FROM TIME TO TIME AS OFTEN AS ANY OF SAID RENTAL AND/OR OTHER SUMS SHALL FALL DUE OR BE IN ARREARS, AND SUCH POWERS MAY BE EXERCISED AS WELL AFTER THE TERMINATION OR EXPIRATION OF THE TERM OF THIS LEASE.

 WHEN THIS LEASE OR TENANT’S RIGHT OF POSSESSION SHALL BE TERMINATED BY COVENANT OR CONDITION BROKEN, OR FOR ANY OTHER
REASON, EITHER DURING THE TERM OF THIS LEASE, AND ALSO WHEN AND AS SOON AS SUCH TERM SHALL HAVE EXPIRED OR BEEN TERMINATED, TENANT HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR ANY COURT OF RECORD AS ATTORNEY FOR TENANT AND ANY PERSONS
CLAIMING THROUGH OR UNDER TENANT TO CONFESS JUDGMENT IN EJECTMENT AGAINST TENANT AND ALL PERSONS CLAIMING THROUGH OR UNDER TENANT FOR THE RECOVERY BY LANDLORD OF POSSESSION OF THE PREMISES, FOR WHICH THIS LEASE SHALL BE SUFFICIENT WARRANT,
WHEREUPON, IF LANDLORD SO DESIRES, A WRIT OF EXECUTION OR OF POSSESSION MAY ISSUE FORTHWITH, WITHOUT ANY PRIOR WRIT OR PROCEEDINGS WHATSOEVER, AND PROVIDED THAT IF FOR ANY REASON AFTER SUCH ACTION SHALL HAVE BEEN COMMENCED THE SAME SHALL BE
DETERMINED, CANCELED OR SUSPENDED AND POSSESSION OF THE PREMISES HEREBY DEMISED REMAIN IN OR BE RESTORED TO TENANT OR ANY PERSON CLAIMING THROUGH OR UNDER TENANT, LANDLORD SHALL HAVE THE RIGHT, UPON ANY SUBSEQUENT DEFAULT OR DEFAULTS, OR UPON ANY
SUBSEQUENT TERMINATION OR EXPIRATION OF THIS LEASE OR ANY RENEWAL OR EXTENSION HEREOF, OR OF TENANT’S RIGHT OF POSSESSION, AS HEREINBEFORE SET FORTH, TO CONFESS JUDGMENT IN EJECTMENT AS HEREINBEFORE SET FORTH ONE OR MORE ADDITIONAL TIMES TO
RECOVER POSSESSION OF THE SAID PREMISES. 
 IN ANY ACTION OF OR FOR EJECTMENT OR FOR RENT OR OTHER SUMS, IF LANDLORD SHALL
FIRST CAUSE TO BE FILED IN SUCH ACTION AN AFFIDAVIT MADE BY IT OR SOMEONE ACTING FOR IT SETTING FORTH THE FACTS NECESSARY TO AUTHORIZE THE ENTRY OF JUDGMENT, SUCH AFFIDAVIT SHALL BE CONCLUSIVE EVIDENCE OF SUCH FACTS; AND IF A TRUE COPY OF THIS LEASE
(AND OF THE TRUTH OF THE COPY SUCH AFFIDAVIT SHALL BE SUFFICIENT EVIDENCE) BE FILED IN SUCH ACTION, IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY, ANY RULE OF COURT, CUSTOM OR PRACTICE TO THE CONTRARY NOTWITHSTANDING.
TENANT RELEASES TO LANDLORD, AND TO ANY AND ALL ATTORNEYS WHO MAY APPEAR FOR TENANT, ALL PROCEDURAL ERRORS IN ANY PROCEEDINGS TAKEN BY LANDLORD, WHETHER BY VIRTUE OF THE WARRANTS OF ATTORNEY CONTAINED IN THIS LEASE OR NOT, AND ALL LIABILITY
THEREFOR. 
 TENANT PLEASE INITIAL HERE
                     
  

 - 3 - 








 5. The parties represent and warrant to each other that they have not employed, dealt with or negotiated
with any broker or agent other than CB Richard Ellis, Inc. and Smith Mack & Company. Landlord agrees to pay all commissions owed to the named brokers in this Paragraph 4. Each party agrees to indemnify, defend and hold the other party
harmless from and against any and all demands, actions, loss, damage or liability, including, without limitation, reasonable attorneys’ fees, to which the other party may now or hereafter become subject by reason of any claim for commission,
fee or other compensation to any broker or agent not listed in this Paragraph 4 due as a result of the acts of the indemnifying party. 
 6.
The submission by Landlord to Tenant of this Amendment shall have no binding force or effect, shall not constitute an option for the leasing of the Premises nor confer any rights or impose any obligations upon either party until execution thereof by
Landlord and the delivery of an executed original copy thereof to Tenant. 
 7. All capitalized terms in this Amendment not otherwise defined
herein shall have the meaning set forth in the Lease. This Amendment may be signed in counterparts. 
 8. All of the terms, conditions and
provisions of the Lease are incorporated herein by reference as fully as though set forth in this Amendment. 
 9. All of the recitals set
forth above are hereby ratified and confirmed by Landlord and Tenant and incorporated herein by reference. 
 10. The individual signing
below on behalf of the Tenant represents that s/he has the authority and power to bind the Tenant. 
 11. In the event any of the terms of
this Amendment are inconsistent with the terms of the Lease the terms of this Amendment shall take precedent. 
 12. Landlord and Tenant
hereby ratify and confirm the Lease, which, except as specifically modified herein, shall remain in full force and effect unmodified. 
 [Signature blocks contained on next page] 
  

 - 4 - 








 IN WITNESS WHEREOF, the parties hereto have executed this Seventh Amendment to Lease the date set
forth above. 
  

									
	LANDLORD:	 		 	TENANT:
			
	 GLENHARDIE PARTNERS, LP
 a Delaware
limited partnership
	 		 	 ENCORIUM GROUP, INC.,
 a Nevada
corporation

					
	By:	 	 Tredyffrin GP, LLC,
 a Delaware limited
liability company,
 its general partner
	 		 	By:	 	 Philip L. Calamia

	 	 		 	Name:	 	Philip L. Calamia
	 	 		 	Title:	 	Chief Financial Officer
					
	By:	 	 /s/ Joseph S. Grubb
	 		 		 	
		 	 Joseph S. Grubb, Jr.
 Vice President
	 		 		 	

  

 - 5 - 








 EXHIBIT “A” 
 PLAN OF GIVE BACK SPACE