EXHIBIT
10.12


FIRST
AMENDMENT TO
LEASE


 


 


This
First Amendment
to Lease
dated this 23rd
day of
July, 2014,
by and
between Bedford Realty
Company, LLC, an
Illinois Limited
Liability Company (“Landlord”)
and OneUp
Innovations, Inc., a Georgia
corporation (“Tenant”). Whereas through
the Lease Agreement
dated September
26, 2005,
(the “Lease”) Landlord
leases to Tenant
certain real property commonly known as
2745 Bankers Industrial
Drive, Doraville, Georgia (the
“Premises”).


 


WHEREAS, Landlord
and Tenant wish
to make certain
other amendments
to the Lease.


 


NOW,
THEREFORE, for good and valuable consideration, including the mutual promises contained
in this Amendment,
which Landlord and Tenant acknowledge is
sufficient, the parties hereby agree
as follows:


 


		1.	TERM: The Term of the Lease
is extended for five
(5) years and will expire
on December 31, 2020.



 


		2.	RENT: Paragraph 2 of
the Lease is hereby amended
and the Base
Rent shall be
as follows:



 


August
1, 2014 – November 30,
2014:$0 per
month


December
1, 2014 – December 31,
2014:$29,415.00 per
month


January 1,
2015 – December 31,
2015:$30,297.45 per
month


January 1,
2016 – December 31,
2016:$31,206.37 per
month


January 1,
2017 – December 31,
2017:$32,142.56 per
month


January 1,
2018 – December 31,
2018:$33,106.84 per
month


January 1,
2019 – December 31,
2019:$34,100.05 per
month


January 1,
2020 – December 31,
2020:$35,123.05 per
month


 


Tenant’s
estimated real estate tax payments pursuant
to Paragraph 28 of
the Lease shall be due and payable
during the free rent period.


 


		3.	TENANT IMPROVEMENTS:



A.                  
Tenant shall perform
the improvements
listed in
the attached proposals
contained in Exhibit
A (“Improvements”) within
six (6) months
of the execution
of this Amendment.


 


Tenant
acknowledges the savings from
the four (4) month
rental abatement in the
amount of $117,660.00 shall be
applied to the costs to complete the
Improvements. If Tenant fails to complete
the Improvements within
the six (6) month
period, Tenant
shall reimburse Landlord
for the unused
portion of
the rental abatement.


 


All work
to be
performed by a qualified and licensed
contractor. All Improvements
are to
be constructed in
a good and workmanlike manner,
and in accordance
with all applicable
laws, regulations,
and codes. Tenant shall
indemnify, defend (with attorneys
reasonably acceptable to Landlord), and
hold Landlord harmless from
and against
any and all liability,
losses, damages, costs and expense,
which arise directly or
indirectly from lien claims affecting
the Premises arising
out of
Tenant’s or
Tenant’s contractor’s
work or
that of subcontractor
or suppliers.


 


Upon
completion of the Improvements, Tenant
shall provide to Landlord a copy of
all receipts, a final contractor’s
affidavit and final lien waiver from
all contractors, and
any subcontractors or materialmen
involved in the work, and
a copy of any
permits or other approvals required
in connection with the Improvements.


 


Once
completed, the
Improvements shall become part
of the
Premises and shall
not be removed
at the time
of Tenant’s vacating
the Premises.


 


 


 


 


1



     

     

    

B.                  
At Landlord’s sole
cost and expense,
Landlord shall repair
195+/- SF of concrete
area in the
Premises. Landlord shall
begin work as
soon as
reasonably possible after
full execution
of the Amendment.


 


4.                   
NO FURTHER MODIFICATION:  Except as
 expressly provided
above, each and all of 
the remaining
terms and conditions
of the Lease
shall remain in full
force and effect.


 


IN
WITNESS WHEREOF, the
parties herein have executed
this First Amendment to the
Lease as of
the last day
and year written below.


 


 





	LANDLORD:	TENANT:
	 	 
	BEDFORD REALTY COMPANY, LLC	ONEUP INNOVATIONS, INC.
	an Illinois Limited Liability Company	a Georgia corporation
	 	 
	By: /s/ Perry Kusakabe	By:  /s/ Louis S. Friedman
	Name: Perry Kusakabe	Name:  Louis S. Friedman 
	Title VP – Assoc. General Counsel	Title:   President & CEO
	Date: July 30, 2014	Date: July 23,2014