Second Amendment to Lease Agreement by and between 522 Congress LP and Hippo Analytics Inc., dated as of July 7, 2021
Exhibit 10.27
SECOND AMENDMENT
TO LEASE AGREEMENT
STATE OF TEXAS | X | |||
X | KNOW ALL PERSONS BY THESE PRESENTS: | |||
COUNTY OF TRAVIS | X |
That this Amendment to the Lease Agreement is made as of the 7th day of July, 2021, between 522 Congress, LP, Landlord, and Hippo Analytics Inc. , Tenant;
WITNESSETH
WHEREAS, the Landlord and Tenant have executed that certain Lease Agreement on or about December 15th, 2017, covering approximately 8,722 rentable square feet (known as Suite 500) of office space on the fifth floor of the Scarbrough Building in Austin, Texas, located at 522 Congress Avenue; and
WHEREAS, the Landlord and Tenant have executed that certain Lease Amendment on or about June 26th, 2019, to provide for an extension of the Premises Lease Term; and
WHEREAS, the Landlord and Tenant desire to amend the Lease Agreement to provide for an expansion of the Premises and extension of the Premises Lease Term;
NOW THEREFORE, for and in consideration of the mutual promises 7th and covenants set forth herein, the Landlord and Tenant agree that the Lease is amended as follows effective July 7th, 2021:
1. Premises The Premises shall be expanded to consist of Suite 200, consisting of approximately 27,104 RSF, in addition to Suite 500, consisting of 8,722 RSF. The Premises size shall increase to 35,826 RSF on the Suite 200 Commencement Date.
2. Suite 200 Commencement Date The later of (i) October 1, 2021, or (ii) the date on which Landlord delivers Suite 200 to Tenant with construction improvements as shown/listed in Exhibit A complete.
3. Suite 200 Lease Term Approximately Sixty (60) months
4. Suite 200 Base Rent Base Rent for Suite 200 shall be as shown below:
$95,857.81 per month for the period from the Suite 200 Commencement Date to January 31, 2022,
$98,726.32 per month for the period of February 1, 2022 to July 31, 2022,
$101,688.11 per month for the period of August 1, 2022 to July 31, 2023,
$104,738.75 per month for the period of August 1, 2023 to July 31, 2024,
$107,880.92 per month for the period of August 1, 2024 to July 31, 2025,
$111,117.34 per month for the period of August 1, 2025 to July 31, 2026, and
$114,450.86 per month for the period of August 1, 2026 to September 30, 2026.
5. Suite 500 Lease Term Suite 500 Lease Term shall be extended to expire on September 30, 2026.
6. Suite 500 Base Rent Base Rent for Suite 500 shall be extended as shown below:
$30,843.89 per month for the period of October 1, 2021 to January 31, 2022,
$31,769.21 per month for the period of February 1, 2022 to July 31, 2022,
$32,722.29 per month for the period of August 1, 2022 to July 31, 2023,
$33,703.95 per month for the period of August 1, 2023 to July 31, 2024,
$34,715.07 per month for the period of August 1, 2024 to July 31, 2025,
$35,756.53 per month for the period of August 1, 2025 to July 31, 2026, and
$36,829.22 per month for the period of August 1, 2026 to September 30, 2026.
7. NNN Charges Section 9 of the Lease shall apply to Suite 200 in addition to Suite 500 following the Suite 200 Commencement Date. Tenants Common Area Maintenance, Property Taxes and Casualty Insurance contribution following the Suite 200 Commencement Date shall be adjusted to 33.64%.
8. Parking Tenants Parking in Section 6 of the Lease shall be revised to state seventeen (17) Parking Spaces at 522 Brazos St. for Suite 500 and fifty-four (54) Parking Spaces at 522 Brazos St. for Suite 200 following the Suite 200 Commencement Date. The parking rate for all Parking Spaces shall be $175 per space per month plus tax from October 1, 2021 until September 30, 2022. Thereafter, the parking rate shall be at market.
9. Employee LimitationTenants Employee Limitation in Section 6 of the Lease shall be revised to be seventy (70) full-time employees in Suite 500 and two -hundred seventeen (217) full-time employees in Suite 200 following the Suite 200 Commencement Date.
10. Condition of Suite 200Tenant accepts Suite 200 on an as-is basis, except that Landlord shall complete construction improvements as shown/listed in Exhibit A, at Landlords sole cost and expense. Landlord shall use commercially reasonable efforts to complete such improvements by September 30, 2021, with the exception of the installation of the exterior windows which shall not delay the Suite 200 Commencement Date or Tenants occupancy or use of the Premises. With respect to any such work performed after the Suite 200 Commencement Date, Landlord agrees to perform such work between 7 p.m. and 8 a.m. or on weekends.
11. Suite 200 First Months Base Rent and NNN Charges Tenant shall pay Suite 200s first months Base Rent and NNN expenses, within ten (10) business days after the full execution of this Amendment.
12. Security Deposit Tenant shall increase Security Deposit to equal $218,125.43 (i.e., the last months Base Rent and the estimated NNN expenses for Suite 200 and Suite 500), within ten (10) business days after the full execution of this Amendment.
13. Landlord and Tenant ratify and affirm all terms and provisions of the Lease Agreement except as modified by the terms of this Amendment.
EXECUTED this 7th day of July, 2021.
LANDLORD: | TENANT: | |||||||
522 Congress, LP | Hippo Analytics Inc. | |||||||
By: | /s/ Sheldon David Kahn | By: | /s/ Assaf Wand | |||||
By: | Sheldon David Kahn | Name: | Assaf Wand | |||||
Title: | Manager | Title: | Chief Executive Officer | |||||
Date: 7/7/2021 | 12:24 PM PDT | Date: | 7/3/2021 |
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Exhibit A
Construction Plans for Suite 200