Tenth Amendment, dated as of May 18, 2022, by and between Nutanix, Inc. and Hudson 1740 Technology, LLC
Exhibit 10.3
TENTH AMENDMENT
THIS TENTH AMENDMENT (this "Amendment") is made and entered into as of May 18, 2022, by and between HUDSON 1740 TECHNOLOGY, LLC, a Delaware limited liability company ("Landlord"), and NUTANIX, INC., a Delaware corporation ("Tenant").
RECITALS
A. Landlord (as successor in interest to CA-1740 Technology Drive Limited Partnership, a Delaware limited partnership) and Tenant are parties to that certain Office Lease dated August 5, 2013 (the "Original Lease"), as previously amended by that certain First Amendment dated October 9, 2013, by that certain Second Amendment dated April 17, 2014, by that certain Third Amendment dated October 13, 2014, by that certain Fourth Amendment dated March 23, 2015, by that certain Fifth Amendment dated July 28, 2016, by that certain Confirmation Letter dated April 11, 2017, by that certain Sixth Amendment dated January 29, 2018, by that certain Seventh Amendment dated April 4, 2018 (the "Seventh Amendment"), by that certain Eighth Amendment dated November 23, 2020, and by that certain Ninth Amendment dated August 23, 2021 (as amended, the "Lease"). Pursuant to the Lease, Landlord has leased to Tenant space currently containing a total of approximately 196,011 rentable square feet of office space and approximately 236 rentable square feet storage space in the building commonly known as 1740 Technology Drive located at 1740 Technology Drive, San Jose, California 95110 (the "Building").
B. Tenant and Landlord mutually desire that the Lease be amended on and subject to the following terms and conditions.
NOW, THEREFORE, in consideration of the above recitals which by this reference are incorporated herein, the mutual covenants and conditions contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:
1. Suite 460 Must Take Space.
1
Period | Annual Rate Per Square Foot (rounded to the nearest 100th of a dollar) | Monthly Base Rent |
Suite 460 Expansion Effective Date – 3/31/2023 | $44.30 | $796,872.09 |
4/1/2023 – 3/31/2024 | $45.63 | $820,896.24 |
4/1/2024 – 5/31/2024 | $47.00 | $845,439.92 |
2. Allowance/Sunset Date. Landlord has provided Tenant with certain Allowances for construction of Tenant Improvements in various portions of the Premises. As of the date hereof, the following are the remaining Allowance funds: $2,594,304.78 (per Section
2
2.3(B) of the Seventh Amendment) for construction of Tenant Improvements in Suite Nos. 150, 200, 270, 280, 290, 310, 320, 400, 500, 510, 530 and 600. The reference to "August 31, 2022" contained in Section 2.3(B)(ii) of the Seventh Amendment (as amended in Section 1(a) of the Eighth Amendment) is hereby deleted and replaced with a reference to "June 30, 2023." Notwithstanding anything to the contrary contained in the Lease, Landlord hereby acknowledges that Tenant may utilize the remaining Allowance funds to construct Tenant Improvements in various areas of the Premises, as determined by Tenant (without regard to which portion of the Premises the Allowance was originally allocated to).
3. Miscellaneous.
3.1. 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. Tenant shall not be entitled, in connection with entering into this Amendment, to any free rent, allowance, alteration, improvement or similar economic incentive to which Tenant may have been entitled in connection with entering into the Lease, except as may be otherwise expressly provided in this Amendment.
3.2. Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and in full force and effect.
3.3. In the case of any inconsistency between the provisions of the Lease and this Amendment, the provisions of this Amendment shall govern and control.
3.4. 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 it to Tenant.
3.5. Each party hereto, and their respective successors and assigns shall be authorized to rely upon the signatures of all of the parties hereto which are delivered by facsimile, PDF or DocuSign (or the like) as constituting a duly authorized, irrevocable, actual, current delivery hereof with original ink signatures of each person and entity. This Amendment may be executed in counterparts, each of which shall be deemed an original part and all of which together shall constitute a single agreement.
3.6. Capitalized terms used but not defined in this Amendment shall have the meanings given in the Lease.
3.7. Tenant shall indemnify and hold Landlord, its trustees, members, principals, beneficiaries, partners, officers, directors, employees, mortgagee(s) and agents, and the respective principals and members of any such agents harmless from all claims of any brokers claiming to have represented Tenant in connection with this
3
Amendment. Landlord shall indemnify and hold Tenant, its trustees, members, principals, beneficiaries, partners, officers, directors, employees, and agents, and the respective principals and members of any such agents harmless from all claims of any brokers claiming to have represented Landlord in connection with this Amendment. Tenant acknowledges that any assistance rendered by any agent or employee of any affiliate of Landlord in connection with this Amendment has been made as an accommodation to Tenant solely in furtherance of consummating the transaction on behalf of Landlord, and not as agent for Tenant.
[SIGNATURES ARE ON FOLLOWING PAGE]
4
IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment as of the day and year first above written.
| LANDLORD: |
|
|
| Hudson 1740 Technology, LLC,
By: Hudson Pacific Properties, L.P.,
By: Hudson Pacific Properties, Inc.,
By: /s/ Mark Lammas Title:
|
|
|
|
|
|
|
| TENANT: |
|
NUTANIX, INC., a Delaware corporation
By: /s/ Aaron Boynton Name: Aaron Boynton Title: Chief Accounting Officer |
|
|
|
|
|
|
5