exv10w21



 





Exhibit
10.21


SECOND AMENDMENT TO OFFICE LEASE AGREEMENT

Seaport Centre West

900 Saginaw Drive

Redwood City, California




     THIS SECOND AMENDMENT TO OFFICE LEASE AGREEMENT (“Second Amendment”) is dated as of
November 19, 2007 (the “Effective Date”) and is entered into between HCP LS REDWOOD CITY,
LLC (f/k/a Slough Redwood City, LLC), a Delaware limited liability company (“Landlord”) and
CARDICA, INC., a Delaware corporation (“Tenant”), with reference to the following facts:



Recitals




     A. Landlord (as successor to CA-Seaport Centre Limited Partnership) and Tenant are
parties to an Office Lease Agreement dated as of April 25, 2003, as amended by a First Amendment
dated as of January 21, 2004 (the “First Amendment”) (as so amended, the “Lease”),
which Lease presently covers premises consisting of approximately 29,614 rentable square feet (the
“Premises”) constituting a portion of the building in the Britannia Seaport Centre, Redwood
City, California commonly known as 900 Saginaw Drive (the “Building”). The current term of
the Lease is presently scheduled to expire on August 31, 2008.



     B. Landlord and Tenant wish to further amend the Lease to provide for the extension
of the term of the Lease, subject to all of the provisions of this Second Amendment, and to make
certain other mutually agreeable changes in the Lease as more particularly set forth herein.



     C. Capitalized terms used in this Second Amendment as defined terms but not
specifically defined in this Second Amendment shall have the meanings assigned to such terms in the
Lease.



Agreement




     NOW, THEREFORE, in consideration of the mutual agreements contained in this Second Amendment
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant agree as follows:



     1. Extended Term of Lease. The Term of the Lease is extended to and
including August 31, 2011, upon the terms and conditions set forth in this Second Amendment. The
period from September 1, 2008 through August 31, 2011 is referred to herein as the “Extended
Term.” Tenant shall have no further option to extend the Term of the Lease, and the provisions
of Article I of Exhibit F to the Lease are terminated and of no further force or effect.
The Right of First Offer set forth in Article II of Exhibit F to the Lease remains in full
force and effect, however, and shall remain exercisable in accordance with its terms during the
Extended Term.



           (a) During the remainder of the initial Term of the Lease (i.e., through August 31,
2008), the provisions of the Lease relating to Base Rent, Additional Rent, Tenant’s Pro Rata Share,
Tenant’s Monthly Expense and Tax Payment and all other monetary obligations of Tenant under the
Lease shall remain in full force and effect and are not affected by this Second Amendment.


 









 







           (b) During the Extended Term, the provisions of the Lease relating to monthly Base
Rent, Additional Rent, Tenant’s Pro Rata Share, Tenant’s Monthly Expense and Tax Payment and all
other monetary obligations of Tenant under the Lease shall remain in full force and effect and are
not affected by this Second Amendment, except that the monthly Base Rent payable by Tenant under
the Lease for the Extended Term shall be as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Base Rent	 	Monthly
	Months	 	Rentable SF	 	Per SF/Mo	 	Base Rent
	9/1/08 - 8/31/09

	 	 	29,614	 	 	$	2.25	 	 	$	66,631.50	 
	9/1/09 - 8/31/10

	 	 	29,614	 	 	$	2.34	 	 	$	69,296.76	 
	9/1/10 - 8/31/11

	 	 	29,614	 	 	$	2.43	 	 	$	71,962.02	 






     2. Landlord’s Work; No Allowance. Landlord shall perform the following work
in the Premises and Building, at Landlord’s sole cost and not as an operating expense under the
Lease, with reasonable diligence and as soon as practicable after the Effective Date: (a) replace
the carpet in the common lobbies and repaint the common lobbies in mutually acceptable color and
grade; and (b) replace damaged and/or rusty stall panels in restrooms, install electric hand driers
in all restrooms, and replace the wallpaper and/or paint the restrooms. Apart from the performance
of the specific items of work described in the preceding sentence, Tenant acknowledges that
Landlord is not required to provide, and will not provide, any improvements, refurbishments or
other work in the Premises or Building, nor any tenant improvement allowance, refurbishment
allowance or other similar allowance or funding with respect to the Premises or Building, during or
in connection with the Extended Term.



     3. Reduction of Security Deposit. As of the Effective Date, the amount of
the Security Deposit required to be maintained by Tenant under the Lease is reduced to $300,000 for
the duration of the initial Term and Extended Term. Promptly following the Effective Date,
Landlord shall cooperate with Tenant in arranging for a reduction of the letter of credit presently
held by Landlord, or the issuance of a replacement letter of credit by the issuer, to conform to
such reduction in the amount of the Security Deposit, provided that any charges or fees
imposed by the issuer in connection with such reduction or replacement of the letter of credit
shall be paid solely by Tenant.



     4. Brokers. Landlord shall pay a commission (a) to Tenant’s broker, Jones
Lang LaSalle, and (b) to Landlord’s broker, CB Richard Ellis, Inc., each in accordance with a
separate agreement, upon execution of this Second Amendment. Each party respectively (i)
represents and warrants that no other broker participated in the consummation of this Second
Amendment or of the transactions contemplated herein, and (ii) agrees to indemnify, defend and hold
the other party harmless against any liability, cost or expense, including (but not limited to)
reasonable attorneys’ fees, arising out of any claims for brokerage commissions or other similar
compensation in connection with any conversations, prior negotiations, agreements or other dealings
by the indemnifying party with any other broker in connection with this Second Amendment and the
transactions contemplated herein.



     5. Entire Agreement. This Second Amendment constitutes the entire agreement
between Landlord and Tenant regarding the subject matter hereof and supersedes all prior
negotiations, discussions, terms sheets, letters, understandings and agreements, whether oral or
written, between the parties with respect to such subject matter (other than the Lease itself, as
expressly amended hereby).



     6. Execution and Delivery. This Second Amendment may be executed in one or
more counterparts and by separate parties on separate counterparts, effective when each party has
executed at least one such counterpart or separate counterpart, but each such counterpart shall
constitute an original and all such counterparts together shall constitute one and the same
instrument.



     7. Full Force and Effect. Except as expressly set forth herein, the Lease
has not been modified or amended and remains in full force and effect.



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     IN WITNESS WHEREOF, Landlord and Tenant have executed this Second Amendment as of the date
first set forth above.



	 	 	 	 	 	 	 	 	 
	“Landlord”	 	“Tenant”
	HCP LS REDWOOD CITY, LLC (f/k/a Slough	 	CARDICA, INC., a Delaware corporation
	Redwood City, LLC), a Delaware limited	 	 	 	 
	liability company	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:	 	HCP Estates USA Inc. (f/k/a Slough	 	By:	 	/s/ Robert Y. Newell
	 

	 	 	 	 	 	 	 	 
	 	 	Estates USA Inc.), a
Delaware corporation, 	 	Name:	 	 Robert Y. Newell
	 	 	Its Manager	 	Title:	 	CFO
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Marshall D. Lees	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Marshall D. Lees	 	 	 	 
	 

	 	Title:
	 	 Executive Vice President	 	 	 	 







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