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– Release Delayed ·As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/05/12 Solarcity Corp S-1¶ 34:34M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: S-1 Registration Statement (General Form) HTML 2.21M 34: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 8K 2: EX-3.3 Amended and Restated Certificate of Incorporation HTML 109K of the Registrant 3: EX-3.4 Amended and Restated Bylaws of the Registrant HTML 111K 4: EX-4.2 Form of Warrant to Purchase Series E Preferred HTML 55K Stock 5: EX-4.3 Form of Warrant to Purchase Series F Preferred HTML 97K Stock 6: EX-4.4 Seventh Amended and Restated Investor's Rights HTML 156K Agreement 7: EX-10.1 Form of Indemnification Agreement for Directors HTML 92K and Executive Officers 25: EX-10.10 Credit Agreement HTML 1.25M 8: EX-10.2 2007 Stock Plan and Form of Agreements Used HTML 206K Thereunder 9: EX-10.3 2012 Equity Incentive Plan and Form of Agreements HTML 148K Used Thereunder 10: EX-10.4 2012 Employee Stock Purchase Plan and Form of HTML 85K Agreements Used Thereunder 11: EX-10.5 Office Lease Agreement HTML 286K 12: EX-10.5A First Amendment to Lease HTML 27K 13: EX-10.5B Second Amendment to Lease HTML 39K 14: EX-10.6 Term Loan Agreement HTML 220K 15: EX-10.6A First Amendment to Term Loan Agreement HTML 33K 16: EX-10.6B Second Amendment to Term Loan Agreement HTML 19K 17: EX-10.6C Third Amendment to Term Loan Agreement HTML 27K 18: EX-10.6D Fourth Amendment and Waiver to Term Loan Agreement HTML 22K 19: EX-10.7 Revolving Credit Agreement HTML 362K 20: EX-10.7A First Amendment to Revolving Credit Agreement HTML 19K 21: EX-10.7B Second Amendment to Revolving Credit Agreement HTML 28K 22: EX-10.7C Third Amendment and Waiver to Revolving Credit HTML 25K Agreement 23: EX-10.8 Credit Agreement HTML 413K 24: EX-10.9 Offer Letter HTML 29K 26: EX-21.1 List of Subsidiaries HTML 17K 27: EX-23.1 Consent of Independent Registered Public HTML 12K Accounting Firm 28: EX-99.1 Draft Registration Statement on Form S-1 HTML 1.69M Confidentially Filed on April 26, 2012 29: EX-99.2 Draft Registration Statement on Form S-1 HTML 2.02M Confidentially Filed on June 21, 2012 30: EX-99.3 Draft Registration Statement on Form S-1 HTML 2.05M Confidentially Filed on July 20, 2012 31: EX-99.4 Draft Registration Statement on Form S-1 HTML 2.15M Confidentially Filed on August 15, 2012 32: EX-99.5 Draft Registration Statement on Form S-1 HTML 2.16M Confidentially Filed on August 30, 2012 33: EX-99.6 Draft Registration Statement on Form S-1 HTML 2.17M Confidentially Filed on Sept 19, 2012
Second Amendment to Lease |
Exhibit 10.5B
SECOND AMENDMENT TO LEASE
THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of February 25, 2011, by and between LOCON SAN MATEO, LLC, a Delaware limited liability company (“Landlord”), and SOLARCITY CORPORATION, a Delaware corporation (“Tenant”).
RECITALS
A. | Landlord and Tenant are parties to that certain Office Lease Agreement (the “Original Lease”), dated July 30, 2010, as amended by that certain Commencement Letter, dated January 10, 2010 [sic], and that certain First Amendment to Lease (the “First Amendment”), dated as of November 15, 2010 (collectively, the “Lease”). Pursuant to the Lease, Landlord has leased to Tenant space currently containing approximately 68,025 rentable square feet (the “Premises”) which is comprised of: (i) 45,350 rentable square feet consisting of the entire first and third floors of the Building (the “Initial Premises”); and (ii) 22,675 rentable square feet consisting of the entire second floor of the Building (the “Additional Premises”) of the building commonly known as Building C located at 3055 Clearview Way, San Mateo, California (the “Building”). |
B. | The Shower Delivery Date (as defined in the First Amendment) occurred on February 3, 2011, and Landlord has remeasured the Shower Area in accordance with the terms of the First Amendment. Accordingly, the parties desire to memorialize the Shower Delivery Date and make appropriate modifications to the schedule of Base Rent and Tenant’s Share, upon and subject to the following terms and conditions. |
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:
1. | Amendment. Effective as of the date hereof (unless different effective date(s) is/are specifically referenced in this Section), Landlord and Tenant agree that the Lease shall be amended in accordance with the following terms and conditions: |
1.1 | Shower Delivery Date and Rent Schedule. Landlord delivered the Shower Area to Tenant with the Shower Work Substantially Complete (as such terms are defined in the Lease) on February 3, 2011 (the “Shower Delivery Date”). As of the date hereof, Landlord has remeasured the Shower Area in accordance with the terms of Section 1.2 of the First Amendment, and the rentable square footage of the Shower Area is 850 square feet. Accordingly, effective as of the Shower Delivery Date, the schedule of Base Rent set forth in Section 1.C of the Original Lease is hereby deleted and replaced with the following: |
“Base Rent”:
Period From Commencement Date |
Rentable Square Footage* |
Annual Rate Per Square Foot |
Aggregate Base Rent |
Monthly Base Rent | ||||
1/10/11 — 2/2/11 |
45,350 |
$18.00 |
$52,476.43 |
$68,025.00 | ||||
2/3/11 — 11/30/11 |
46,200 |
$18.00 |
$618,750.00 |
$69,300.00 | ||||
12/1/11 — 1/31/12 |
12,188 |
$18.00 |
$36,564.00 |
$18,282.00 | ||||
2/1/12 — 5/31/12 |
57,538 |
$18.96 |
$363,640.16 |
$90,910.04 | ||||
6/1/12 — 11/30/12 |
68,025 |
$18.96 |
$644,877.00 |
$107,479.50 | ||||
12/1/12 — 1/31/13 |
22,675 |
$18.96 |
$71,653.00 |
$35,826.50 | ||||
2/1/13 —11/30/13 |
68,025 |
$19.92 |
$1,129,215.00 |
$112,921.50 | ||||
12/1/13 — 1/31/14 |
22,675 |
$19.92 |
$75,281.00 |
$37,640.50 | ||||
2/1/14 — 1/31/15 |
68,025 |
$20.88 |
$1,420,362.00 |
$118,363.50 | ||||
2/1/15 — 1/31/16 |
68,025 |
$21.84 |
$1,485,666.00 |
$123,805.50 | ||||
2/1/16 — 1/31/17 |
68,025 |
$22.80 |
$1,550,970.00 |
$129,247.50 | ||||
2/1/17 — 7/31/17 |
68,025 |
$23.76 |
$808,137.00 |
$134,689.50 |
* | Notwithstanding the square footages upon which the monthly Base Rent amounts set forth above are based, Tenant acknowledges that (i) following the Initial Premises Commencement Date, Tenant shall be in possession of 45,350 rentable square feet comprising the Initial Premises, and shall be responsible for all of its obligations and liabilities under this Lease with respect to the entire Initial Premises pursuant to the terms of the Lease, and (ii) following the Shower Delivery Date, Tenant shall be in possession of 46,200 rentable square feet comprising the Initial Premises (including the Shower Area), and shall be responsible for all of its obligations and liabilities under this Lease with respect to the entire Initial Premises (including the Shower Area) pursuant to the terms of the Lease, and (iii) following the Additional Premises Commencement Date, Tenant shall be in possession of 68,025 rentable square feet comprising the entire Premises and shall be responsible for all of its obligations and liabilities under this Lease with respect to the entire Premises pursuant to the terms of the Lease during the Term.” |
1.2 | Tenant’s Share. Effective as of the Shower Delivery Date, Tenant’s Share for the Initial Premises (including the Shower Area) is hereby amended to be 67.92% of the Building and 17.68% of the Project. Tenant shall pay all Additional Rent applicable to the Initial Premises and Shower Area payable under the Lease, including Tenant’s Share of Expenses and Taxes applicable to the Initial Premises and the Shower Area in accordance with the terms of the Lease, as amended hereby. |
2. | Miscellaneous. |
2.1 | This Amendment sets forth the entire agreement between the parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements. Under no circumstances shall Tenant |
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be entitled to any rent abatement, improvement allowance, leasehold improvements, or other work to the Premises, or any similar economic incentives that may have been provided Tenant in connection with entering into the Lease, unless specifically set forth in this Amendment.
2.2 | Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and in full force and effect. In the case of any inconsistency between the provisions of the Lease and this Amendment, the provisions of this Amendment shall govern and control. The capitalized terms used in this Amendment shall have the same definitions as set forth in the Lease to the extent that such capitalized terms are defined therein and not redefined in this Amendment. |
2.3 | Submission of this Amendment by Landlord is not an offer to enter into this Amendment but rather is a solicitation for such an offer by Tenant. Landlord shall not be bound by this Amendment until Landlord has executed and delivered the same to Tenant. |
2.4 | Tenant hereby represents to Landlord that Tenant has dealt with no broker in connection with this Amendment. Tenant agrees to indemnify and hold Landlord and the Landlord Parties harmless from all claims of any brokers claiming to have represented Tenant in connection with this Amendment. |
2.5 | Each signatory of this Amendment represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting. Tenant hereby represents and warrants that neither Tenant, nor any persons or entities holding any legal or beneficial interest whatsoever in Tenant, are (i) the target of any sanctions program that is established by Executive Order of the President or published by the Office of Foreign Assets Control, U.S. Department of the Treasury (“OFAC”); (ii) designated by the President or OFAC pursuant to the Trading with the Enemy Act, 50 U.S.C. App. § 5, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Act, Public Law 107-56, Executive Order 13224 (September 23, 2001) or any Executive Order of the President issued pursuant to such statutes; or (iii) named on the following list that is published by OFAC: “List of Specially Designated Nationals and Blocked Persons.” If the foregoing representation is untrue at any time during the Term, an event of Default under the Lease will be deemed to have occurred, without the necessity of notice to Tenant. |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, Landlord and Tenant have entered into and executed this Amendment as of the date first written above.
LANDLORD: | TENANT: | |||||||
LOCON SAN MATEO, LLC, a Delaware limited liability company |
SOLARCITY CORPORATION, a Delaware corporation | |||||||
By: | /s/ Vickie Ivey | By: | /s/ Seth Weissman |
Name: | Vickie Ivey | Name: | Seth Weissman |
Title: | Vice President | Title: | VP & GC |
Dated: | March 31 , 2011 | Dated: | March 17 , 2011 |
This ‘S-1’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 10/5/12 | CORRESP | ||
2/25/11 | ||||
2/3/11 | ||||
11/15/10 | ||||
7/30/10 | ||||
1/10/10 | ||||
9/23/01 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/29/24 Tesla, Inc. 10-K 12/31/23 116:14M Workiva Inc Wde… FA01/FA 1/31/23 Tesla, Inc. 10-K 12/31/22 125:30M Donnelley … Solutions/FA 5/02/22 Tesla, Inc. 10-K/A 12/31/21 12:2.6M ActiveDisclosure/FA 2/07/22 Tesla, Inc. 10-K 12/31/21 131:28M Donnelley … Solutions/FA 4/30/21 Tesla, Inc. 10-K/A 12/31/20 12:2.3M ActiveDisclosure/FA 2/08/21 Tesla, Inc. 10-K 12/31/20 149:31M ActiveDisclosure/FA 11/30/12 SEC UPLOAD¶ 10/04/17 1:163K Solarcity Corp. |