EX-10.16 2 ctt10k2007x1016.txt EXHIBIT 16 SECOND AMENDMENT TO LEASE MADE JULY 20, 2006 BY AND BETWEEN 1375 KINGS HIGHWAY/777 COMMERCE DRIVE ASSOCIATES, LLC, AND 14 MAMARONECK AVENUE REINVESTMENT ASSOCIATES, LLC AND COMPETITIVE TECHNOLOGIES, INC. Exhibit 10.16 SECOND AMENDMENT TO LEASE Second Amendment to Lease ("Agreement") made this 18th day of June, 2007, by and between 1375 KINGS HIGHWAY/777 COMMERCE DRIVE ASSOCIATES, LLC and 14 MAMARONECK AVENUE REINVESTMENT ASSOCIATES, LLC ("Landlord"), each a Connecticut limited liability company with offices at c/o Celestial Capital Group, Inc., 10 East 40th Street, New York, NY 10016 and COMPETITIVE TECHNOLOGIES, INC. ("Tenant"), with offices at 777 Commerce Drive, Fairfield, Connecticut 06824. RECITALS WHEREAS, Landlord and Tenant entered into a lease ("Lease") dated April 28, 2006 demising to Tenant 11,025 rentable square feet (sometimes, "rsf") in the Building; and WHEREAS, prior to the Commencement Date, the parties agreed to reduce the rentable square footage of the Demised Premises from 11,025 rsf to 10,939 rsf by Amendment To Lease dated July 20, 2006; and WHEREAS, the Commencement Date was September 1, 2006, and the Lease is in effect on the date hereof; and WHEREAS, the parties have agreed to further reduce the rentable square footage of the Demised Premises by 317 rsf ("Surrendered Space") commencing June 1, 2007, so that the total rentable square footage in the Demised Premises will be 10,622, and to amend the Lease accordingly. NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the parties agree as follows: 1 1. Lease Summary and Schedule "A" . A new Lease Summary and Schedule "A" (Rent Schedule) in the form attached hereto shall replace the existing Lease Summary and Schedule "A" to the Lease, effective as of June 1, 2007 ("Effective Date") through the expiration date of the Term, or the Renewal Term, as the case may be. The Rentable Square Feet, Annual Base Rent, Security Deposit, Tenant's Share, and Tenant's Tax Share set forth in the Lease Summary have been changed in the new Lease Summary, as of the Effective Date, to reflect the reduction of the rentable square footage of the Demised Premises from 10,939 rsf to 10,622 rsf. All other terms in the Lease Summary remain the same. Schedule "A" has been changed in its entirety to reflect the new annual and monthly installment of Base Rent by reason of the Surrendered Space. 2. Exhibit "A" (Plan of Demised Premises). As of the Effective Date, a new Exhibit "A" (Plan of Demised Premises) in the form attached hereto which shows the Surrendered Space (also designated as "Supply Room #117") shall replace the existing Exhibit "A" (Plan of Demised Premises) to the Lease. 3. Tenant's Surrender of the Surrendered Space. On or before June 1, 2007, Tenant shall surrender to Landlord the Surrendered Space in the condition required under Section 19.01 of the Lease. 4. Refund of Security Deposit. As of the Effective Date, the Security Deposit due under the Lease shall be reduced from $ 41,021.34 to $ 39,832.50, and Landlord shall thereafter refund to Tenant the sum of $ 1,188.84 from the Security Deposit it is currently holding under the Lease. 5. Miscellaneous. This Agreement is contingent upon the execution of a lease between Landlord and Hub International, Inc. on or before August 1, 2007. Except as amended by this Agreement, the parties confirm and ratify all the terms, covenants and conditions of the Lease. 2 Unless expressly set forth to the contrary or modified by this Agreement, all defined terms shall have the meanings ascribed to them under the Lease. If there is a conflict between the provisions of the Lease and this Agreement, the provisions of this Agreement shall control. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and/or permitted assigns. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. LANDLORD: 14 MAMARONECK AVENUE 1375 KINGS HIGHWAY/777 REINVESTMENT ASSOCIATES, LLC COMMERCE DRIVE ASSOCIATES, LLC By: 14 Mamaroneck Avenue, LLC, By: Celestial Real Estate Fund II, LLC, Its Sole Member Its Sole Member By: Celestial Capital Management II, Inc., Its Manager By:_____________________________ By: ________________________________ MARK ELLMAN, Manager MARK ELLMAN, President TENANT: COMPETITIVE TECHNOLOGIES, INC. By:__________________________________ Name: John B. Nano Title: Chairman, CEO & President 3 LEASE SUMMARY DATE OF ORIGINAL LEASE: APRIL 28, 2006 TENANT: COMPETITIVE TECHNOLOGIES, INC. ADDRESS: 777 COMMERCE DRIVE FAIRFIELD, CT 06825 TAXPAYER IDENTIFICATION NUMBER: 36-2664428 SUITE NO.: 100 RENTABLE SQUARE FEET: 10,622 R.S.F. USE (ARTICLE 6): GENERAL AND EXECUTIVE OFFICES FOR TENANT'S TECHNOLOGY TRANSFER AND LICENSING BUSINESS. TERM (ARTICLE 2): SEVEN (7) YEARS COMMENCEMENT DATE OF ORIGINAL LEASE SEPTEMBER 1, 2006 (ARTICLE 2): RENT COMMENCEMENT DATE (ARTICLE 3): SAME AS COMMENCEMENT DATE, SUBJECT TO SECTION 2.05. BASE RENT: LEASE YEAR/PERIOD ANNUAL BASE RENT ----------------- ---------------- 1 $238,995.00 ($22.50/R.S.F.) 2 $249,617.00 ($23.50/R.S.F.) 3 $260,239.00 ($24.50/R.S.F.) 4 $270,861.00 ($25.50/R.S.F.) 5 $281,483.00 ($26.50/R.S.F.) 6 $292,105.00 ($27.50/R.S.F.) 7 $302,727.00 ($28.50/R.S.F.) (SEE SCHEDULE "A") ELECTRIC (ARTICLE 5): CONSUMPTION MEASURED BY SUBMETER OR DIRECT METER AND PAYABLE BY TENANT ON THE TERMS SET FORTH IN SECTION 5.01 OR SECTION 5.02. SECURITY DEPOSIT (ARTICLE 30): $39,832.50 (TWO MONTHS' BASE RENT) TENANT'S SHARE (ARTICLE 4): APPROXIMATELY 17.62% (OR AS LATER ADJUSTED) TENANT'S TAX SHARE (ARTICLE 4): APPROXIMATELY 17.62% (OR AS LATER ADJUSTED) BASE YEAR FOR REAL ESTATE TAXES JULY 1, 2006 - JUNE 30, 2007 (ARTICLE 4): (ORIGINAL TERM) JULY 1, 2013 - JUNE 30, 2014 (RENEWAL TERM) BASE YEAR FOR OPERATING EXPENSES CALENDAR YEAR 2006 (ORIGINAL TERM) (ARTICLE 4): CALENDAR YEAR 2014 (RENEWAL TERM) RENEWAL OPTION (ARTICLE 2): ONE FIVE (5) YEAR RENEWAL TERM UPON NINE (9) MONTHS PRIOR WRITTEN NOTICE AND ON THE TERMS SET FORTH IN SECTION 2.06. ADDITIONAL TENANT CONCESSION LANDLORD SHALL PAY THE REMAINDER OF (ARTICLE 3): TENANT'S RENT DUE UNDER ITS LEASE OF 1960 BRONSON ROAD, FAIRFIELD, CT ON THE TERMS SET FORTH IN SECTION 3.02. EARLY TERMINATION OPTION TENANT SHALL HAVE THE RIGHT TO TERMINATE (ARTICLE 2): THE LEASE AT THE END OF THE FIFTH LEASE YEAR ON THE TERMS SET FORTH IN SECTION 2.07. RIGHT OF EXPANSION (ARTICLE 33): TENANT HAS AN OPTION TO LEASE ADDITIONAL SPACE ON THE FIRST FLOOR OF THE BUILDING ON THE TERMS SET FORTH IN SECTION 33.01. PARKING: TEN (10) RESERVED SPACES IN ADDITION TO THE NON-EXCLUSIVE USE OF THE BUILDING'S PARKING AREA ON THE TERMS SET FORTH IN SECTION 6.03. GUARANTOR: NONE BROKER: ALBERT B. ASHFORTH, INC. AND HK GROUP SCHEDULE "A" RENT SCHEDULE LEASE ANNUAL BASE MONTHLY YEAR RENT INSTALLMENT ---- ---- ----------- 1* $238,995.00 $19,916.25 2 $249,617.00 $20,801.42 3 $260,239.00 $21,686.58 4 $270,861.00 $22,571.75 5 $281,483.00 $23,456.92 6 $292,105.00 $24,342.08 7 $302,727.00 $25,227.25 * LEASE YEAR 1 ONLY APPLICABLE TO JUNE 1, 2007 THROUGH AUGUST 31, 2007.