Attachment A
Third Amendment to Lease
THIRD AMENDMENT TO LEASE
THIS THIRD AMENDMENT TO LEASE ("ThirdAmendment") ismade and entered into as of , 2026 ("Amendment Date"), by and between THE CITY OF NEWPORT BEACH, a Californiamunicipal corporation and charter city ("Landlord") and SECADA MEDICAL, LLC, a Californialimitedliabilitycompany dba Ventris Medical ("Tenant").
This ThirdAmendment includesthe followingexhibits:Exhibit "A" (OutlineofAdditionalSpace), Exhibit"B" (Work Letter)and Exhibit"C" (NoticeofAdditionalSpace Dates).
RECITALS:
A. AG Dove Owner, L.P.,a Delaware limitedpartnership("OriginalLandlord") and Tenant entered into that certainOffice Lease Agreement dated as of October 10, 2019 (the "OriginalLease"),whereby OriginalLandlord leased to Tenant and Tenant leased from Original Landlord certainofficespace inthatcertainbuildinglocatedand addressedat1201 Dove Street, Newport Beach, California(the"Building"). The OriginalLease was amended by (i)thatcertain FirstAmendment to Lease dated as of November 18, 2020, by and between OriginalLandlord and Tenant ("FirstAmendment"), and (ii)thatcertainSecond Amendment to Lease dated as of April11, 2024, by and between Landlord and Tenant ("Second Amendment"). The Original Lease, as amended by the FirstAmendment and the Second Amendment, may be referredto herein as the "Lease." Landlord is the successor-in-interest under the Lease to OriginalLandlord.
B. By thisThird Amendment, Landlord and Tenant desire to expand the Premises and to otherwise modify the Lease as provided herein.
C. Landlord and Tenant also desire to conifrm certain factsas a conditionto entering intothisThird Amendment, includingthatTenant's tenancy and rentof the AdditionalSpace, as defined herein, commence after the date that Landlord acquired the Buildingand that Tenant agrees that itsoccupancy of the Additional Space is,willbe, and shall remain as a "post- acquisition"occupant pursuant to applicable federal, state,and local laws and regulations providing for relocationassistance, beneifts,or compensation for moving and for property interests(includingwithout limitationfurnishings,fixturesand equipment, goodwill,and moving expenses) (referredto herein as "Relocation Law"), as more fullysetforthinRider No. 4 to the Office Lease.
D. Unless otherwise deifned herein,capitalizedterms as used herein shallhave the same meanings as given theretointhe OriginalLease.
NOW, THEREFORE, inconsideration of the foregoing recitalsand the mutual covenants contained herein,and for other good and valuable consideration,the receiptand sufifciencyof which are hereby acknowledged, the partieshereto hereby agree as follows:
AGREEMENT:
1. The ExistingPremises. Landlord and Tenant hereby agree thatpursuantto the Lease, Landlord currentlyleases toTenant and Tenant currentlyleasesfrom Landlordthatcertain officespace inthe Buildingcontaining4,495 rentablesquarefeetlocatedon thefourth(4th)floor of the Building,comprised of Suite470 containing 3,041 rentablesquare feet ("Original Premises") and Suite485 containing1,454 rentablesquarefeet(together"ExistingPremises"), as more particularlydescribed inthe Lease.
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2. Expansion of the Existing Premises. Suite 400 located on the fourth(4th)floorof the Buildingoutlinedon the floorplan attached hereto as Exhibit"A" and made a part hereof, which Landlordand Tenant hereby stipulatecontains3,323 rentablesquare feet,may be referred to herein as the "Additional Space." Effectiveas of the date that is the earlierto occur of ("AdditionalSpace Commencement Date") (a)the date Tenant firstcommences to conduct business inthe AdditionalSpace or (b)seven (7)months followingthe Amendment Date, Tenant shall lease from Landlord and Landlord shall lease toTenant the AdditionalSpace. The Existing Premises combined withthe AdditionalSpace (collectively,the "Premises") shallcomprise a total of 7,818 rentablesquare feet.
3. Entry intothe AdditionalSpace. Commencing on the Amendment Date, Tenant and itscontractors,subcontractorsand agents shallhave the rightto enterthe AdditionalSpace to constructimprovements inthe AdditionalSpace pursuant to the Work Letterattached hereto as Exhibit"B" and installingfurniture,fixtures,equipment, telephones,computer cabling,security systems and cameras withinthe AdditionalSpace (the "Early Entry Period"). Allof the terms and conditionsof the Lease (as amended) shallapply to the AdditionalSpace during the Early Entry Period,with the exception of Tenant's obligationto pay Base Rent and Tenant's Pro Rata Share of Expenses and Taxes forthe AdditionalSpace. Tenant shallcontinue to pay Base Rent and Tenant's Pro Rata Share of Expenses and Taxes forthe ExistingPremises during the Early Entry Period.
4. Additional Space Term. The Term of the Lease as to the Additional Space shall commence on the Additional Space Commencement Date and expire concurrentlywith the currentLease expirationdate as to the ExistingPremises on April30, 2031 ("Lease Expiration Date").The periodfrom the AdditionalSpace Commencement Date through the Lease Expiration Date specifiedabove, shallbe referredto herein as the "Additional Space Term." Tenant shall not have any rightto extend the Lease ofthe AdditionalSpace beyond the AdditionalSpace Term.
5. Monthly Base Rent as to the AdditionalSpace. Notwithstanding anything to the contraryinthe Lease, Tenant shallpay subjectto abatement pursuant to Section 6 below, monthly Base Rent during the AdditionalSpace Term forthe AdditionalSpace as follows:
Approximate
Monthly Base Rent
Per Rentable
Period Monthly Base Rent Square Foot
AdditionalSpace Commencement Date - 12tH
fullcalendar month of AdditionalSpace Term $10,467.45 $3.15 Months 13-24 of AdditionalSpace Term $10,781.47 $3.24
Months 25-36 of AdditionalSpace Term $11,104.92 $3.34
Months 37 - 48 of AdditionalSpace Term $11,438.07 $3.44 Month 49 of AdditionalSpace Term - 4/30/31 $11,781.21 $3.55
6. Base Rent Abatement as to the Additional Space. Notwithstanding anything to the contrary contained in the Lease or in thisThird Amendment, and provided thatTenant isnot in Default as to the terms and conditions of the Lease, as amended by thisThird Amendment, Landlord hereby agrees to (a)abate Tenant's entireobligationto pay monthly Base Rent forthe AdditionalSpace for the firstfive(5) fullcalendar months of the AdditionalSpace Term and
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(b)abate $2,592.45 per month ofTenant'sobligationto pay monthly Base Rent forthe Additional Space forthe sixth(6th)throughthe eleventh(11th)fullcalendar months of the AdditionalSpace.
During such abatement period,Tenant shallremain responsibleforthe payment of allof itsother monetary obligationsunder the Lease, as amended by thisThird Amendment including,without limitation,(i)the payment of Base Rent for the ExistingPremises and (ii)the payment of the remaining $7,875.00 per month of Base Rent forthe AdditionalSpace forthe sixth(6'h)through the eleventh(11th)fullcalendarmonths of the AdditionalSpace Term. In the event of a default by Tenant under the terms of the Lease, as amended by thisThird Amendment, that resultsin early termination pursuant to the provisionsof Section 19 of the Original Lease, then as a part of the recovery set forthin Section 19 of the OriginalLease (but only to the extent Landlord is not otherwise made whole through the recovery of leasehold damages), Landlord shallbe entitledto the recovery of the monthly Base Rent thatwas abated under the provisionsof thisSection 6.
7. Tenant's Pro Rata Share and Base Year. Notwithstandinganything to the contrary in the Lease, during the Additional Space Term, Tenant's Pro Rata Share of any increase in Expenses and Taxes forthe AdditionalSpace shallbe 4.01% and the Base Year forthe Additional Space shall be the calendar year 2026. Notwithstanding anything to the contrary contained herein,Tenant shallnot be responsibleforpaying Landlord any Expense Excess or Tax Excess forthe AdditionalSpace forthe firsttwelve (12) months of the AdditionalSpace Term. The Base Year forthe ExistingPremises shallremain the calendar year 2024.
8. Taxes. "Taxes" as defined in the Lease shall be restated in itsentiretyas follows:
(a)allreal property taxes and other assessments on the Building,the Projectand/or Property, including,but not limitedto,gross receiptstaxes, assessments for special improvement districts and buildingimprovement districts,governmental charges, fees and assessments forpolice,fire, trafficmitigationor other governmental service of purported benefitto the Property, taxes and assessments levied in substitutionor supplementation inwhole or in part of any such taxes and assessments and the Property's share of any real estate taxes and assessments under any reciprocal easement agreement, common area agreement or similar agreement as to the Property; (b)allpersonal property taxes for property that is owned by Landlord and used in connection with the operation, maintenance and repair of the Property; (c)any possessory interesttax pursuant to Section 107.6 of the CaliforniaRevenue and Taxation Code and any successor code section(s);and (d)all costs and fees incurred in connection with seeking reductionsinany tax liabilitiesdescribed in(a),(b)and (c),including,without limitation,any costs incurred by Landlord for compliance, review and appeal of tax liabilities.Pursuant to Section 107.6 of the CaliforniaRevenue and Taxation Code ("Code"), Landlord hereby notifiesTenant that a possessory interestwith respect to the Premises is created pursuant to the Lease ("Possessory Interest")and may be subject to property taxationunder the Code ("PIT Tax").
Landlord shall be responsible for paying any PIT Tax directlyto the appropriate governmental authority. Tenant acknowledges that the foregoing complies with Section 107.6 of the Code.
Tenant shalladvise inwritingany subtenant, licensee,concessionaire or thirdpartyapproved by Landlord that isusing the Premises of the requirements of Section 107.6 of the Code. IfTenant receives any PIT Tax billsrelated to Tenant's possession of the Premises, Tenant shall immediately delivera copy of such PIT Tax billsto Landlord. The Base Rent rate set forthin Section 7 above as to the AdditionalSpace and Section 7 of the Second Amendment as to the ExistingPremises includesTenant's Pro Rata Share ofTaxes forthe Base Year including,without limitation,any PIT Tax. During the period that the Landlord under the Lease is The City of Newport Beach, Tenant shallnot be responsibleforthe payment to Landlord of any Tax Excess.
IfThe Cityof Newport Beach transfersitsownership interestinthe Property,(i)the Base Year for Taxes only shallbecome the calendar year inwhich such transferinownership occurs ("New Tax Base Year"), (ii)the amount of Taxes forthe New Tax Base Year shallbe the annualized value
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of the new Propertyowner's tax basis inthe Property,and (iii)Tenant shallthereafterpay to the then Landlord the Tax Excess (i.e.,Tenant's Pro Rata Share ofthe amount, ifany, by which Taxes foreach subsequent calendaryear (orportionthereof)exceed the Taxes forthe New Tax Base Year) including,withoutlimitation,any increase inTaxes due to subsequent reassessments of the Property.
9. Tenant Improvements. Tenant shall perform improvements in the Additional Space pursuant to the Work Letterattached hereto as Exhibit "B".
10. Parking. Effectiveas ofthe AdditionalSpace Commencement Date and continuing throughout the AdditionalSpace Term, Tenant shallhave the rightto utilizeup to thirteen(13) additionalparking passes forunreserved parking spaces in the Building'sparking areas at the followingParking Fees: (a)freeforthe firsttwenty-four(24) months ofthe AdditionalSpace Term; and (b)$50.00 per unreservedparkingpass per month thereafter.Except as otherwise provided in this Section 10, Tenant's use of such additionalparking passes shallbe in accordance with, and subjectto,allprovisionsof Sections 1.12 and 28 of the OriginalLease.
11. Notice of Additional Space Term Dates. Landlord may deliver to Tenant a commencement letterin a form substantiallysimilarto that attached hereto as Exhibit"C" and made a parthereof at any time afterthe AdditionalSpace Commencement Date. Tenant agrees to execute and return to Landlord said commencement letterwithinifve(5) days afterTenant's receiptthereof.
12. Building Standard Signage. Landlord shall provide Tenant with a Building- standard entry sign for the AdditionalSpace and inclusionin the Building'sdirectoryfor the AdditionalSpace at Landlord'sinitialcost and expense. IfTenant subsequently requiresany changes to the names on such signage, Tenant shallbe responsibleforthe costs thereof.
13. Monument Signage. Provided Tenant is not in default under the Lease (as amended), Tenant shallhave the right,at Tenant's sole cost and expense, to installone (1)strip on the Building'smulti-tenantmonument sign ("Tenant's Signage") ina locationdesignated by Landlord.Tenant'sSignage shallbe subjectto Landlord'sapproval as to size,design, graphics, materials,colors and similarspecificationsand shall be consistent with the exteriordesign, materialsand appearance of the Buildingand the Building'ssignage program and shallbe further subject to allapplicablelocalgovernmental laws, rules,regulations,codes and Tenant's receipt of allpermits and other governmental approvals and any applicable covenants, conditions and restrictions.Tenant's Signage shallbe personal to the Tenant named in thisThird Amendment and may not be assigned to any assignee or sublessee, or any other person or entity.Landlord has the right,but not the obligation,to oversee the installationof Tenant's Signage. The cost to maintain and operate, ifany, Tenant's Signage shallbe paid for by Tenant, and Tenant shallbe separatelymetered forsuch expense (thecost of separatelymetering any utilityusage shallalso be paid for by Tenant). Upon the expirationor other earliertermination of the Lease (as amended), Tenant shall be responsible for any and allcosts associated with the removal of Tenant's Signage, including,but not limitedto,the cost to repairand restore the panel where Tenant's Signage was placed to itsoriginalcondition,normal wear and tear excepted.
14. Security Deposit. Tenant has previouslydeposited with Landlord $18,047.43 as a SecurityDeposit under the Lease. ConcurrentlywithTenant's executionofthisThirdAmendment, Tenant shalldepositwithLandlordan additional$12,959.33 fora totalSecurityDeposit under the Lease, as amended herein of $31,006.76. Landlord shallcontinue to hold the Security Deposit
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as increased herein in accordance with the terms and conditions of Section 5 of the Original Lease.
15. Waiver of Relocation Benefits.Tenant acknowledges and agrees thatthe terms, conditionsand acknowledgments set forthin Rider No. 4 to OfficeLease (Waiver of Relocation Benefits)shallalso apply to Tenant's lease ofthe AdditionalSpace.
16. California Certified Access Specialist Inspection. Pursuant to California Civil Codes 1938, Landlord hereby statesthatthe ExistingPremises and the AdditionalSpace have undergone inspection by a CertifiedAccess Specialist(CASp) (defined in CaliforniaCivilCodes
55.52). Tenant hereby acknowledges thatithas been provided a copy of the CASp inspection reportat leastforty-eight(48) hours priorto the execution of thisThird Amendment and Tenant agrees thatinformationinthe reportshallremain confidential,except as necessary forTenant to complete repairsand correctionsof violationsof construction-related accessibilitystandards in the ExistingPremises and/or the AdditionalSpace. The cost of making any repairsnecessary to correctviolationsof construction-relatedaccessibilitystandards indicatedby the CASp reportin the ExistingPremises and/orthe AdditionalSpace willbe shared by Tenant and Landlord as more speciifcallyset forthin Exhibit"B" attached hereto.
17. Defaults. Tenant hereby represents and warrants to Landlord that,as of the date of thisThird Amendment, to Tenant's knowledge, Tenant is in fullcompliance with allterms, covenants and conditionsofthe Lease and thatthere are no breaches or defaults under the Lease by Landlord or Tenant, and that Tenant knows of no events or circumstances which, given the passage of time,would constitutea defaultunder the Lease by eitherLandlord or Tenant.
18. Brokers. Each partyrepresents and warrants to the other thatno broker,agent or findernegotiatedorwas instrumentalinnegotiatingor consummating thisThirdAmendment other than CBRE, Inc.(Matt Didierand Jessie Tichelaar)who represented Landlord inconnection with thisThird Amendment and CBRE, Inc.(David Ellis)who represented Tenant in connection with thisThird Amendment. Each partyfurtheragrees to defend, protect,indemnify and hold harmless the other partyfrom and against any claim forcommission or finder'sfee by any other person or entitywho claims or allegesthatthey were retainedor engaged by the firstpartyor atthe request of such partyinconnection with thisThird Amendment.
19. Signing Authority.The individual(s)executing thisThird Amendment on behalfof Tenant hereby represent and warrant thatTenant isa duly formed and existingentityqualifiedto do business in the State of California and that Tenant has fullrightand authorityto execute and deliverthisThirdAmendment and the person(s)signingon behalfofTenant are authorizedto do so.
20. Counterparts; No Electronic Delivery. This Third Amendment may be executed in one or more counterparts,each of which shallconstitutean originaland allofwhich shallbe one and the same agreement. Ifa variationor discrepancy among counterpartsoccurs,the copy of thisThird Amendment inLandlord'spossession shallcontrol.Execution ofthisThirdAmendment as well as any and allother documents and instruments requiredunder the terms ofthe Lease or to amend itsterms shallrequirehandwritten,"wet" signatures.NotwithstandingSection30 ofthe OriginalLease, the partiesmay not exchange counterpartsignaturesby facsimileor electronic transmission and electronicor digitalsignatures shallnot be valid.
21. No Further Modification.Except as set forthin thisThird Amendment, allof the terms and provisionsofthe Lease shallapply duringtheAdditionalSpace Term and shallremain
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unmodified and in fullforce and effect. Effective as of the date hereof, allreferences to the "Lease" shallrefertothe Lease as amended by thisThirdAmendment.
IN WITNESS WHEREOF, thisThird Amendment has been executed as of the day and year firstabove written.
"LANDLORD" THE CITY OF NEWPORT BEACH,
a Californiamunicipalcorporationand chartercity
By:
Seimone Jurjis,CityManager
ATTEST: APPROVED AS TO FORM:
By: f01
A on C.Harp,Ci Attorney ..r
By:
Lena Shumway, CityClerk
"TENANT" SECADA MEDICAL, LLC,
a Californialimitedliabilitycompany
dba Ventris Medical
By:
Print Name:
Title:
By:
Print Name:
Title:
This Third Amendment must be signed by two (2)officersof Tenant: one being the chairman of the board, the president or a vice president,and the other being the secretary,an assistant secretary,the chieffinancialofficeror an assistanttreasurer.Ifone (1)individualissigningintwo (2)of the foregoing capacities,thatindividualmust signtwice;once as one officerand again as the other officer.
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EXHIBIT "A"
OUTLINE OF ADDITIONAL SPACE
This Exhibit"A" is provided for informationalpurposes only and is intended to be only an approximationof the layoutof the AdditionalSpace and shallnot be deemed to constituteany representationby Landlord as to the exact layout,sizeor configurationoftheAdditionalSpace.
Suite 400
3,323 RSF
.:i '
D
iZos Dove St I Newport Beach
THIRDAMENDMENT TO LEASE EXHIBIT A
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EXHIBIT "B"
WORK LETTER
TENANT BUILD (ALLOWANCE)
This Exhibit"B" isattached to and made a partof the Thid Amendment to Lease ("Third Amendment") by and between THE CITY OF NEWPORT BEACH, a Californiamunicipal corporationand charter city("Landlord") and SECADA MEDICAL, LLC, a California limited liabilitycompany ("Tenant")forspace inthe buildinglocatedat 1201 Dove Street,Newport Beach, California.
Tenant hereby accepts the base, shelland core (i)of the AdditionalSpace and (ii)of the floorofthe Buildingon which the AdditionalSpace islocated(collectively,the "Base, Shell and Core"),initscurrent"AS-IS"conditionexistingas ofthe date ofthe Third Amendment and the AdditionalSpace Commencement Date. Except forprovidingthe Allowance set forth below, Landlord shall not be obligatedto make or pay for any alterationsor improvements to the AdditionalSpace, the Building,or the Project.
2. Tenant shallbe entitledto a one-time improvement allowance inthe amount of up to,but not exceeding $99,690.00 (calculatedat a rateof $30.00 per rentablesquare footof the AdditionalSpace) (the"Allowance"), forthe costs incurredin completing certaininterior improvements withinthe AdditionalSpace in accordance with the space plans attached hereto as Schedule 1 (collectively,the "Tenant Improvements"), including all construction costs, demolition costs, architecturalfees, engineering fees, and Landlord's constructionmanagement fee of one percent (1%) of the totalconstruction cost of the Tenant Improvements. Any and allcosts of constructionof the Tenant Improvements in excess of the Allowance shallbe borne by Tenant. The Allowance shallbe disbursed by Landlord in accordance with Section 4 below.
3. The partieshereby agree thatthe Tenant Improvements shallbe competitivelybid by a contractorselected by Tenant and approved by Landlord (which approval shallnot be unreasonably withheldforlicensedand insured contractors).Landlord shallhave the right to approve any subcontractors used in connection with the Tenant Improvements. The Tenant Improvements shall be performed in strictaccordance with the terms and conditionssetforthinSection 9.02 (Alterations)ofthe OriginalLease, except as otherwise set forthherein. Unless otherwise approved by Landlord inwriting,Tenant shallcause its architect and contractor to utilizeLandlord's mechanical, electricaland firelifesafety engineers during the preparation of plans forthe Tenant Improvements. Tenant willfirst obtain Landlord's prior approval of (i) all plans and specificationsfor the Tenant Improvementsand (ii)theinsuranceinplacewithrespectto such work and Tenant shall comply with allof Landlord'sconstructionrulesand regulationsineffectat the Building.It isunderstood and agreed thatthe AdditionalSpace Commencement Date hereunder shall not be affectedby completion of the Tenant Improvements.
4. Landlord shallmake up to a one (1)time disbursement of the Allowance to Tenant within thirty(30) days following Landlord's receipt of: (i)Tenant's written request for disbursement ofthe Allowance; (ii)copies ofinvoicesrelatedto the Tenant Improvements, togetherwith evidence thatsuch invoiceshave been paid;and (iii)to the extent applicable and customary, copies of unconditionalwaivers and releases of lien in a form in compliance with the applicablestatutesfrom allcontractors,subcontractors and material supplierscovering allwork and materialswhich are the subjectofsuch payment; provided,
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however, thatTenant must make such request for such disbursement pursuant to the terms and conditions of this Section 4 no later than 5:00 p.m. on June 30, 2027 (the "Request Deadline"). Landlord shallhave no obligationto disburse allor any portionof the Allowance followingthe Request Deadline, or in a totalamount which exceeds the Allowance. Tenant shall not be entitled to receive any cash payment or creditagainst Rent or otherwise forany unused portionof the Allowance thatisnot used to pay forthe Tenant Improvements.
5. Tenant shall bear the cost of making any repairs necessary to correct violationsof construction-relatedaccessibilitystandards indicatedby the CASp reportwith respect to the Premises. Tenant may use any unused portionofthe Allowance forthe costs of such work, provided that the scope of such work shallbe subject to Landlord's priorwritten approval. Landlord shall bear the cost of making any repairs necessary to correct violationsof construction-relatedaccessibilitystandards indicatedby the CASp reportwith respect to the Common Areas of the Property.The Allowance shall be reduced by an amount equal to the costs of such work performed by Landlord.
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EXHIBIT "C"
NOTICE OF ADDITIONAL SPACE TERM DATES
TO: DATE: ,20
Attention:
RE: Third Amendment to Lease ("ThirdAmendment") dated , 2026, between THE CITY OF NEWPORT BEACH, a Californiamunicipal corporation and charter city("Landlord") and SECADA MEDICAL, LLC, a Californialimitedliability company ("Tenant"),concerning Suite470 and Suite485 (collectivelythe "Existing Premises") and Suite 400 (the "Additional Space"), located at 1201 Dove Street, Newport Beach, California.
Dear Mr. [orMs.]
In accordance with the Third Amendment, Landlord wishes to advise and/or confirm the following:
1. That the Tenant isin possession of the Premises and Tenant acknowledges that under the provisions of the Third Amendment, the AdditionalSpace Term commenced as of 20_ and shallexpire on April30, 2031.
2. That inaccordance with the ThirdAmendment, monthly Base Rent forSuite 400 referredto as the "AdditionalSpace", comprising 3,323 rentable square feet,commenced to accrue on ,20_
AGREED AND ACCEPTED:
TENANT:
a
By:
Print Name:
Title:
By:
Print Name:
Title:
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