LEASE

Exhibit 10.22

DATED this 1 ^st day of December, 2006

B E T W E E N:

ALDROVANDI EQUIPMENT LIMITED

- and-

MANITEX LIFTKING, ULC

 

LEASE

 

Municipal Address of Property:

7135 Islington Avenue, Vaughan

and 191 Vinyl Court, Vaughan

Premises

1. IN CONSIDERATION of the rents, covenants and agreements hereinafter reserved and contained on the part of the Lease to be paid, observed and performed, the Lessor hereby demises and leases unto the Lessee the premises outlined on the Plan attached hereto as Schedule “A” (hereinafter referred to as the “demised premises”), and together with the right to use the common outside areas and facilities in common with other users of the building. The demises premises comprise as hereinafter outlined (which building, adjacent lands and common areas are hereinafter referred to as the “building”, “buildings” or “Development”, and contain a rentable area of approximately 94,509 square feet.

Term

2. TO HAVE AND TO HOLD the demised premises for and during the term of three (3) years to be computed from the 1 ^st day of December, 2006 and fully to be complete and ended on the 30 ^th day of November , 2009 .

The Lessee acknowledges and agrees that it has inspected the demises premises, and agrees to accept same in an “as-is” condition,

Rent

3. YIELDING AND PAYING THEREFORE yearly and every year during the term hereby granted, unto the Lessor a base rental rate calculated as follows:

 

 

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AREA COVERED BY HIGH STEEL STRUCTURE AND WITH TWO OVERHEAD CRANES one with a capacity of 20 tons, one with a capacity of 12 tons at 191 Vinyl Court—10,400 square fee at $3.15 per square foot.

 

ACCORDINGLY, the total monthly rental payments commencing on December 1, 2006 shall be $37,777.09.

Each monthly installment is to he paid in advance without deduction on the 1st day of each month in each year during the term hereby demised as the Lessor’s office at 7135 Islington Avenue, Woodbridge, Ontario, L4L 1V9 or at such other place as the Lessor may hereafter from time to time direct, together with the additional rent hereinafter reserved. The Lessee shall provide to the Lessor on the commencement date of the Lease and on each anniversary dated twelve (12) post-dated cheques for rental payments for the following year. in the event of a tenancy commencing or terminating on other than the first of the month, the rent for pars month shall be prorated.

(b) NOT APPLICABLE as security for the due performance by the Lessee of all covenants and obligations on its part herein contained, the Lessor hereby reserving unto itself at its sole discretion the right to apply such sums to any damages resulting from default by the Lessee of any of its covenants and obligations hereunder or towards the payment or redaction of any claim of the Lessor against the Lessee or alternatively, at the option of the Lessor on account of rentals payable by the Lessee for the last month’s rent of the term.

Lessee’s Covenants

4. THE LESSEE COVENANTS AND AGREES with the Lessor as follows:

(a) To pay rent.

Use

(b) To use the premises only for the manufacturing and storage of fork lifts and related equipment and for no other purpose.

Additional Rentals

(c) This Lease shall he absolutely net to the Lessor and that the Lessee shall pay for its own account, and without any variation, set-off or deductions, all costs, expenses, rates, taxes and charges in any way relating to the demised premises and the business of the Lessee as well as the Lessee’s proportionate share of all taxes, insurance premiums, utilities and other rates, maintenance, accounting fees and other costs, expenses and charges relating to the operation of the building without duplication and other than the payments of any interest or principal required to be paid by the Lessor under any mortgage related to the building, any income taxes of the

 

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Lessor, the cost of any repairs properly attributable to capital account other than as specifically set out herein to be the Lessee’s responsibility, or amounts recovered by the Lessor from insurance proceeds or warranty claims relating to any cost which has been charged or is otherwise chargeable as additional rental. Without restricting the generality of the above, the Lessee shall pay to the Lessor in each and every year during the term hereof, as additional rent:

Realty Taxes

(i) To pay the realty taxes, local improvement rates and other similar charges assessed and levied against the demised premises provided at the Lessor’s option, the Lessee shall pay its proportionate share of the amount of all taxes, rates, duties and assessments whatsoever, including local improvement rates, or similar taxes, whether municipal, parliamentary or otherwise, now charged, levied, rated or assessed, or hereafter to be charged, levied, rated or assessed against the buildings whether such taxes are levied at first instance against the Lessor or Lessee or any similar taxes now in existence or contemplated at any time during the term hereof by any competent governmental or municipal body in addition to, or in lieu of, the taxes, rates, duties or assessment hereinbefore referred to. in the event that the Lessee wishes to appeal its realty or business tax assessment, it shall also appeal the assessment or the Development, it shall give prior written notice to the Lessor, and take all steps to ensure that the assessment of the Development, Lessor or other Lessees are not increased as a result of its appeal. The Lessee indemnifies the Lessor from any misallocation of assessment which may occur as a result of its appeal;

Leasehold Taxes

(ii) if the taxes in respect of the building upon which the demised premises are situate shall be increased by reason of any installations made in or upon, or any alteration made in or to the demised premises by the Lessee, the amount of such increase;

Separate School Taxes

(iii) if the Lessee or any person, firm or corporation occupying the demised premises or any part thereof shall elect to have the demised premises or any part thereof assessed for separate school taxes, the amount by which the separate school taxes exceed the amount which would be payable by the Lessor for school taxes, had such election not been made, provided that if the Lessee so elects and the separate school taxes paid are less than public school taxes in any year of the term hereby granted, the amount of school tax payable by the Lessee shall be reduced accordingly;

Utilities, Taxes, etc, Affecting Common Areas

(iv) its proportionate share of the cost of domestic water and other utilities supplied to the common areas, and of nil taxes, fines, duties and assessments whatsoever, including local improvement rate now charged, levied, rates or assessed, or hereafter to be charged, levied, rated or assessed upon or in respect of the common areas, and including, but without limiting the generality of the foregoing, its proportionate share of all business taxes, if any, from time to time payable by the Lessor in respect of the common areas and facilities, or any part thereof; provided if such taxes, rates, duties and assessments, including local improvement rates are assessed separately to pay in accordance with such separate assessment;

 

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Lessor’s insurance

(v) its proportionate share of the total annual net costs and expenses of insuring the lands, buildings, improvements and equipment and other property in the Development and the common areas and futilities, owned by the Lessor or for which the Lessor is legally liable, from time to time, in such manner and form, with such companies and such coverage and in such amounts as the Lessor, or the Mortgagee, from time to time, determines including without limitation, insurance against:

(1) Any risks of physical loss or damage to all property owned by the Lessor relative to the Development;

(2) Damage to air-conditioning and heating equipment and miscellaneous electrical apparatus on a broad form blanket repair and replacement basis;

(3) Loss of insurable gross profit attributable to all perils insured against by the Lessor or commonly insured against by prudent lessors, including loss of all rent receivable from tenants in the Development in accordance with the provisions of their leases including minimum rent, percentage rent and additional rent in such amount or amounts as the Lessor or the Mortgagee from time to time requires;

(4) Third party liability claims including the exposure for personal injury, bodily injury, properly damage occurrence, including all contractual obligations coverage and including actions of all authorized employees, subcontractors and agents while working on behalf of the Lessor; and

(5) Any other form of insurance the Lessor or its Mortgagee reasonably requires from time to time for insurable risks and in amounts against which a prudent landlord would protect itself.

The Lessee shall not do or permit to be done any act of or thing whereby the insurance coverages or any of them hereinbefore contemplated may be increased in premium or cancelled by the insurer, or the demised premises shall be rendered uninsurable, and if by reason of any act done or permitted or omission, as the case may be, by the Lessee, the said insurance coverages or any of them shall be increased in premium, then the Lessee shall he liable to pay all of such increase in premium, with respect to the entire coverages and this notwithstanding that the Lessee occupies only a portion of the building or buildings covered by such insurance coverages, and if the demised premises shall be rendered uninsurable or if the said insurance coverages or any of them shall be cancelled by reason of any act done or permitted, or omission, as the case may be, by the Lessee, and shall not be susceptible of being replaced then the Lessor, after giving the Lessee at least seven (7) days within which to replace the insurable coverage or coverages shall, at its absolute discretion have the right to determine that the term hereof has expired and in such event the Lessee shall deliver up possession of the demised premises as if the term of this Lease had expired;

Cleaning and Maintenance

(vi) its proportionate share of the costs incurred by the Lessor in cleaning, repairing, replacing and maintaining the common areas and facilities as hereinbefore defined including but without limiting the generality of the foregoing, snow

 

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removal, gardening, supervision, policing, lawn sprinkler maintenance and replacement, sprinkler alarm monitoring, salting of driveways and walkways painting the outside of the building and maintenance including repairs and maintenance and replacement of paving, including re-striping and signing where necessary, curbs, walkways, landscaping, and drainage as may from time to time become necessary and other reasonable costs which may be incurred with respect to the said outside common areas and facilities and the cost of any security systems which the Lessor deems necessary for the operation of the Development.

The manner in which the said outside areas and facilities shall be maintained shall be at the sole discretion of the Lessor provided that the said manner shall be reasonable and in keeping with the maintenance of an industrial premises of a similar size, location and nature having regard for the then age of the said building;

Personnel

(vii) its proportionate share of salaries or all personnel including on-site supervisory personnel employed to carry out the maintenance and operation of the Development and the common areas and facilities, including contributions and premiums towards usual fringe benefits, unemployment and Worker’s Compensation insurance, pension plan contributions and similar premiums and contributions;

Domestic Water

(viii) its share of water usage for the building in which the Unit is located which shall be apportioned by the Lessor in consultation with its consulting engineer and acting reasonably, and provided that the Lessee or Lessor may, at its option and at the sole expense of the Lessee, install a separate water meter in which case the Lessee shall pay only such amount as is actually metered. The installation cost of such separate meter shall be collectable from the Lessee as additional rent;

Heating, Ventilating and Air-Conditioning

(ix) its share, as reasonably apportioned by the Lessor, of the cost of an annual preventative maintenance contract for all heating, ventilating and air-conditioning equipment installed in the Development if the Lessor chooses to arrange for such contract;

(x) its share, as reasonably apportioned by the Lessor, of the annual cost of repairs, including service charges and the cost of replacement parts, for all heating, ventilating and air-conditioning equipment installed in all buildings of the Development;

(xi) its share, as reasonably apportioned by the Lessor, of the estimated cost of replacing all heating, ventilating and air-conditioning equipment installed in all buildings in the Development amortized over the projected useful life of such equipment;

Provided that in the alternative to the charges set out in (ix), (x), and (xi), the Lessor at its option may require that the Lessee be responsible for the maintenance, repair and replacement of all heating, ventilating and air-conditioning equipment within the demised premises.

 

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Capital Repairs

(xii) its proportionate share of the costs of maintenance, repairs or replacements to items of a capital or structural nature which by their nature require periodic maintenance, repair or replacement or the purpose of which is to reduce the operating costs of the Development. The Lessor may in the alternative, at its discretion exercised reasonably, amortize the costs of these hems over the estimated life of the item repaired or replaced and the Lessee shall in addition pay interest on the unamortized cost at the rate of two (2) percentage points over the prime lending rate of the Lessor’s Bank; and

Administrative

(xiii) an administrative fee of fifteen percent (15%) of the total of the additional rental as specified in this Lease, excluding realty taxes;

Business Taxes

(d) To pay as and when the same become due, and to save the Lessor in all respects harmless with respect thereto, all business taxes from time to time levied against, or payable by the Lessee in respect of the Lessee’s occupancy of the demised premises;

Proportionate Share Definition

(e) Whenever in this Lease, reference shall be made to the Lessee’s proportionate share of any taxes, costs, charges or expenses, the same shall be that proportion which the rentable area of the premises hereby demised to the Lessee bears to the total rentable area (including the premises hereby demised) of the entire buildings presently situate on the lands forming the Development, including any future additions thereto, but excluding any service areas for the general benefit of all Lessees of the Development;

Common Areas and Facilities

(f) Whenever in this Lease, reference shall be made to the common outside areas and facilities, the same shall mean all of the lands forming the Development not for the time being covered by buildings and utility and/or refuse rooms (other than any service area for the general benefit of all Lessees of the Development) and shall include any improvements (apart from structures erected by the Lessee) thereon and thereto, such as tool sheds, lighting standards and parking signs and marking areas designated by the Lessor for use by particular Lessees;

Additional Rents

(g) The payments required to be made by the Lessee to the Lessor under the provisions or subparagraph (c) hereof shall be paid by the Lessee in equal monthly instalments to be estimated by the Lessor on the dates that the rent is payable pursuant to the terms of this Lease, and to be adjusted upon the Lessor finally determining the actual amount of such payments. Any amounts owing by this Lease shall be paid thirty (30) days after demand;

Utilities

(h) In each and every year during the term hereof to pay, satisfy and discharge directly or indirectly all charges in connection with electrical current, gas, rental charges for gas or electrically-operated hot water heaters and other public or private utilities or services extraordinary as well as ordinary, supplied at any time to the demised premises;

 

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Indemnity for Non-payment by Lessee

(i) To indemnify and keep indemnified the Lessor in respect of non-payment all losses, costs, charges, penalties and expenses occasioned by, or arising from the non-payment of any and every tax, rate, assessment, charge, expense or fee, including any business or similar tax assessed against the Lessee of any subtenant or licensee or other persons occupying the demised premises or any part thereof, and provided that the same shall be a charge on the demised premises or in any way the ultimate responsibility of the Lessor, unless the same shall have already been paid by the Lessee to the Lessor, and provided that the same shall not be of a kind personal to the Lessor, such as taxes on the income of the Lessor,

Repairs and Maintenance

(j) At its own expense, to properly carry out all repairs, maintenance, replacements, and painting of the demised premises and of all machinery and equipment situate therein or thereon (both inside and outside) and including any stairs or platforms leading thereto and to repair and maintain the demised premises, including, without limiting the generality of the foregoing, subject to clauses 4(c)(ix), (x) and (xi) hereof, the air-conditioning and heating units, boilers and pressure vessels, if any, sprinkler system and plate glass thereon. Provided, however, the Lessor shall have the option of carrying out such repairs, replacement and maintenance on behalf of the Lessee and collecting the cast thereof together with an administration fee as additional rent;

Lessee’s insurance

(k) At its own expense, to take out and maintain property damage, public liability, boiler and plate glass insurance as well as insurance against theft, in the names of the Lessor and the Lessee, and in form, amount and with insurance carriers satisfactory to the Lessor and containing a waiver of subrogation against the Lessor. The Lessee shall renew each policy’s insurance not less than fourteen (14) days prior to the expiration of the term thereof, and forward to the Lessor certificates of insurance evidencing the policies in effect;

Comply With By-laws, etc.

(l) To promptly comply with and conform to the requirements or all applicable statutes, laws, by-laws, regulations, ordinances and orders from time to time, or at any time in force during the term hereof and affecting the condition, equipment, maintenance, use or occupation of the demised premises and with every applicable regulation, order and requirement of The Canadian Fire Underwriters Association, or any body having a similar function or of any liability or fire insurance company by which the Lessor and Lessee or either of them may be insured at any time during the term hereof;

Notice to Lessor of Defect

(m) in the event of the observance of any apparent structural defect or material damage to the demised premises by any cause, to give notice in writing to the Lessor of such defect or damage forthwith upon the same becoming known to the Lessee; provided that if such defect or damage becomes known to the Lessee or reasonably should have been observed by the Lessee and the Lessee fails to give notice hereof to the Lessor, the Lessee shall be liable for such of the costs incurred by the Lessor in repairing the said defect or damage as can be shown to be directly attributable to the actions of the Lessee and those for whom in law, the Lessee is responsible (including failure to give such notice) after such detect or damage become known to the Lessee or reasonably should have been observed by the Lessee;

 

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Entry View State of Repair

(n) To permit the lessor at all reasonable times and upon reasonable notice (and at all times in cases of emergency) to enter upon and view the state of repair and maintenance of the demised premises, and to inspect the heating and air-conditioning units, the plumbing, boilers and pressure vessels thereon, and to comply with all reasonable requirements of the Lessor with respect to the care, maintenance and repair thereof;

Surrender

(o) Upon the expiration of the term hereby granted, the Lessee will peaceably surrender, quit and deliver up the demised premises to the Lessor in a good state of repair and maintenance, reasonable wear and tear excepted, provided the Lessor may elect that any or all installations made or installed by or on behalf or the Lessee be removed upon the expiration of the term and it shall be the Lessee’s obligation to restore the leased premises to the condition they were in previous to said alteration, installation, addition, partition, etc. Said removal and restoration shall be at the sole expense of the Lessee;

Keep Clean

(p) At its own expense to keep entrance ways and all steps and platforms leading to the demised premises clear of all snow, ice and debris;

Nuisance

(q) That it will not carry on, or permit to be carried on, in or about the demised premises any business or activity which shall be deemed upon reasonable grounds to be a nuisance, nor will it omit to do or permit to be omitted to be done anything in respect of the demised premises, the omission of which shall upon reasonable grounds, be deemed to be a nuisance;

Inspection

(r) During the term hereby granted the Lessor and as prospective purchasers, mortgagees or lessees may inspect the demised premises or any parts thereof at reasonable times and upon reasonable notice on producing an order to that effect signed by the Lessor, if any, and provided that the Lessee may elect to cause its employees or agents to be present at the time of such inspection;

Heating

(s) Subject to clauses 4(c)(ix), (x) and (xi) hereof, to assume the sole responsibility for and the cost of the heating or air-conditioning of the demised premises including replacement and repair to heating, air- conditioning and ventilating system when required;

Assignment or Sub-letting

(t)(i) The Lessee will not transfer or assign the Lease or sub-let or part with the possession or all or part of the leased premises without prior written consent of the Lessor, which consent shall not be unreasonably or arbitrarily withheld or delayed; provided however, such consent to any assignment or sub-letting shall not relieve the Lessee from its obligations for the payment for of rent and for the full and faithful observance and performance of the covenants, terms and conditions herein contained. The Lessee shall

 

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have the right without the consent of the Lessor, to assign this Lease to a company incorporated or to be incorporated by the Lessee provided that the Lessee holds voting control of the company but otherwise a change in voting control of the Lessee shall constitute a transfer.

It shall not be unreasonable for the Lessor to require as a condition of granting consent, the giving of personal guarantees and/or the provision of additional security for the payment of rents. The Lessee shall pay to the Lessor any consideration received by it by way of increased rental or by other payment attributable to the leased premises in excess of the fair market value of the Lessee’s fixtures;

(t)(ii) Provided further and notwithstanding paragraph 4(t)(i), if the Lessee proposes to assign this Lease or sub-let the leased premises, the Lessee shall send to the Lessor, a notice setting forth the name and address of the proposed assignee or sub-tenant and all the terms and conditions or the proposed assignment or sub-lease, and the Lessor within fifteen (15) days from the submission of such notice by the Lessee may elect to terminate this Lease by giving to the Lessee a notice of intention so m terminate, fixing a date of termination not sooner than the date the sub-tenant or assignee proposes to occupy the leased premises and the Lessee shall deliver up vacant possession of the leased premises on such dale of termination and the Lease shall terminate and come to an end (including any liability of the Lessee in regard thereto, and adjustments shall be made in rent, taxes and other charges payable by any party under this Lease).

(t)(iii) No assignment or sublease of the within Lease shall be valid unless, the Lessee shall deliver to the Lessor:

 

(1)

Duplicate original of such assignment or sublease duly executed by the Lessee;

 

(2)

Instrument duly executed by the assignee or subtenant., in a form satisfactory to the Lessor wherein such assignee shall assume the Lessee’s obligations for the payment of rent and for the full and faithful observance and performance of the covenants, terms and conditions herein contained; and

 

(3)

Payment by the Lessee of the Lessor’s standard consent fee.

Not to Alter Structure

(u) That will not place anything an the roof or in any way make any opening in the roof for stacks or other purposes, or in any way alter the walls or structure of the demised premises without the written consent of the Lessor, which may be unreasonably or arbitrarily refused;

Refuse

(v) That it will not use any garbage or other containers unless approved by the Lessor or allow any ashes, refuse, garbage or other loose materials to accumulate in or about the demised premises or stock or cause to be stored outside of the Unit any of its inventory or stock-in-trade or raw materials;

Plate Glass

(w) The Lessee shall pay the cost of replacement with as good quality and size of any glass broken on the leased premises including outside windows and doors of the perimeter of the leased premises (including perimeter windows in the exterior walls) during the continuance of this Lease, unless the glass shall be broken by the Lessor, its servants, employees or agents on its behalf;

 

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Repairs to Common Systems

(x) The Lessee acknowledges that the lands and premises hereby demised form part or a larger building and that the whole of the building of which the demised premises form part will be served by common drainage, water systems, as well as electrical systems and gas or other fuel systems and in the event that repairs are necessary to any of such systems in any portion of the entire building of which the demised premises form part, then the Lessee covenants to forthwith pay to the Lessor its proportionate share of the total cost of such repairs forthwith upon receiving written demand therefor; and the Lessor’s servants or agents shall have reasonable access to the demised premises for the purpose of making the necessary repairs herein contemplated without liability for any disturbance, or business interruption which may be caused in so doing, and for greater certainly it is expressly agreed that if any of such common systems that have been damaged or shall have been inoperative by reason of the negligence of the Lessee, its servants or agents, then the entire cost of repairing the same shall be borne by the Lessee;

Damage to Party Walls

(y) The Lessee acknowledges that one (1) or more of the walls of the demised premises are party walls which may be used as to the portion adjacent in the demised premises by the adjoining lessee, or by the Lessor, and the Lessee covenants and agrees that as to any repairs required to the said party walls which are the responsibility of the Lessee hereunder, it will bear one-half (1/2)&n