Exhibit 10.2
LEASE
THIS LEASE dated this 28
th day of February, 2009 between Henry Amalgamated,
LLC, the Lessor and Brownstone Publishing, LLC, the
Lessee.
WITNESSETH
1. Description of
Premises.
The Lessor hereby leases and demises
offices and parking areas in the Firehouse Complex known as the
following to the Lessee: See Exhibit ‘A’ attached
hereto and made a part hereof.
2. Use of
Premises.
To be used for general offices and
related uses.
3. Term.
For a term of five (4) years,
commencing March 1, 2009.
4. Rent.
The monthly rental shall be
$37,630.00
All rent due hereunder shall be paid
monthly, in advance, on or before the first day of each month
beginning March 1, 2009.
In the event Lessor fails to receive
the monthly rental on or before the first day that said rent is due
and payable, and said monthly rental is not paid within five
(5) days following Lessee’s receipt of written
notification from Lessor that said monthly rental is due and
payable and remains unpaid, Lessee shall pay to Lessor a five
(5%) percent late charge on unpaid rental
installment.
The parties hereto further covenant
with each other as follows:
5. Vacation of
Premises.
The Lessee will promptly pay the
rent at the time and in the manner aforesaid, and at the expiration
of the term will peacefully yield up to the Lessor said premises in
as good order and repair as when delivered of the Lessee, damage by
fire, casualty, war or insurrection, riot or public disorder, or
act upon the part of any governmental authority, ordinary wear and
tear, and damage by the elements excepted
6. Use and
Occupation.
The Lessee covenants that no waste
or damage shall be committed upon or to the demised premises, that
the premises shall be used for the purposes hereinabove stated, and
shall not be used or permitted to be used for any other purpose,
that said premises shall not be used for any unlawful purpose and
no violations of law or ordinance shall be committed thereon, that
no advertisement or notice will be affixed to any part of the
building without the consent of the Lessor and that any additions
or improvements placed upon the premises by either party during the
term, except the movable property of the Lessee, shall be the sole
property of the Lessor.
Lessee agrees to comply at all times
with any recommendations of Lessee’s insurance company
arising out of or relating to Lessee’s use of the demised
premises, to pay for any and all expenses arising out of compliance
with such recommendations, and to do nothing in its use of said
premises or allow anything to be done or any substance kept on said
premises which would operate to increase the fire
hazard.
7. Assignments and
Sub-Letting.
The Lease shall not be assigned, or
the demised premises underlet, without the written consent of the
Lessor hereon endorsed, which consent shall not be unreasonably
withheld, and such consent having been given, the Lessee shall,
nevertheless, remain primarily liable to perform all covenants and
conditions hereof and to guarantee such performance by its assignee
or subtenant.
8.
Abandonment.
If Lessee shall abandon or vacate
said premises before the end of the term or any other event happen
entitling Lessor to take possession thereof, Lessor will make
reasonable efforts to take possession of the premises and relet
same without such action being deemed an acceptance of a surrender
of this lease, or in any way terminating the Lessee’s
liability hereunder, and Lessee shall remain liable to pay the rent
herein reserved, less the net amount realized from such reletting,
after deduction of any expenses incident to such repossession and
reletting.
9. Damage or
Destruction.
The fire and extended casualty
insurance for the demised premises shall be the responsibility of
the Lessor, to have the demised premises insured and pay for the
cost of the insurance premiums.
If the demised premises should be
damaged or destroyed by fire or other cause, the Lessor, at its
expense with the approval of the Lessee shall promptly repair and
restore the demised premises to substantially the same condition
and configuration the demised premises were in prior to the damage
or destruction.
If the demised premises should be
damaged or destroyed by fire or other cause, then the entire rents
herein provided, or a fair equitable portion thereof, shall be
abated until such time as the demised premises are repaired and
restored. The term of this lease shall be extended for a period
equal to any period during which there has been a complete
abatement of rent.
If the demised premises should be
damaged or destroyed by fire or other cause to such an extent that
the demised premises are rendered unusable and cannot reasonably be
repaired as determined by the opinion of a qualified licensed
architect or registered engineer mutually appointed by Lessor and
Lessee, then Lessee, shall have the right and option to cancel this
lease by giving the Lessor notice of such election within thirty
(30) days after the occurrence of such damage or destruction
and this lease shall terminate not later than thirty (30) days
after the date such notice is given, with the specific date of
termination to be at the Lessee’s option.
10. Transfer by Operation of
Law.
In event Lessee or any part thereof
come into possession of any receiver, assignee, trustee in
bankruptcy, sheriff, or other officer, by and through any court
process, or by operation of law, Lessor may at his option terminate
this lease at any time thereafter by notice to said Lessee and may
accept rent from such receiver, trustee, assignee or officer
without affecting or impairing his rights to terminate this lease
at any time thereafter or impairing any other right of Lessor under
this lease.
11. Eminent Domain.
If a substantial portion of the
premises are condemned or taken by any public authority under the
power of eminent domain, either Lessor or Lessee shall have the
right as of the day possession shall be taken by such public
authority to terminate this Lease by notice thereof to the other,
in writing, and rent shall be paid to the date of such possession
or proportionate refund made by the Lessor if rent has been paid in
advance. If neither party shall elect to terminate the Lease by
reason of such condemnation, the rent shall be reduced by the
proportion of the floor area of the premises taken by such
condemnation, and Lessor shall make all necessary repairs or
alterations so as to constitute the remaining premises a complete
architectural unit. All compensation awarded or paid for any taking
or acquiring under the power or threat of eminent domain, whether
for the whole or a part of the Premise, shall be sole property of
Lessor, whether such damages shall be awarded as compensation for
diminution in the value to the leasehold or to the fee of the
Premise or otherwide, and Lessee hereby assigns to Lessor all of
Lessee’s right, title and interest in and to any and all such
compensation; provided, however, that Lessor shall not be entitled
to any award specifically made to Lessee, for loss of business,
taking of Lessee’s, (excluding its interest under this
Lease), to the extent of the cost to Lessee, less
depreciation.
12.
Alterations.
Major alterations, additions or
improvements to the demised premises shall be made by the Lessee
without the prior written consent of the Lessor which consent shall
not be unreasonably withheld. The Lessor reserves the right, before
approaching any such alterations, additions or improvements that
require the Lessee to furnish to Lessor a good and sufficient bond,
conditioned that it will save Lessor harmless from the payment of
any claims either by way of damages or liens. All of such
alterations, additions or improvements shall be made solely at the
expense of the Lessee, unless otherwise agreed, and Lessee agrees
to protect, indemnify and save harmless the Lessor on account of
any injury to third person or property, by reason of any such
alterations, additions or improvements, and to protect, indemnify
and save harmless the Lessor from the payment of any claim of any
kind or character on account of bills for labor or material in
connection therewith.
13. Lessor’s Inspection
and Notice to Relet.
The Lessor shall have access to the
demised premises at all reasonable times for the purposes of
inspection or for making such improvements, repairs and alterations
as Lessor may reasonably deem expedient, or for showing the
premises to others. Furthermore, the Lessor may at any time within
ninety (90) days preceding the expiration of the term of this
lease affix to any suitable part of the premises a notice for
letting and keep the same affixed without hindrance or
molestation.
14. Right on
Default.
If the Lessee shall neglect or fail
to perform or observe any of the covenants contained herein, on
Lessee’s part to be observed and performed, for thirty
(30) days after notice by the Lessor of such breach, the
Lessor may lawfully enter the premises or any part thereof and
repossess the same, and expel the Lessee and those claiming under
and through Lessee and remove Lessee’w effects, without being
deemed guilty of any manner of trespass and upon entry as
aforesaid, this lease shall terminate and shall wholly expire;
provided, however, such cure period shall be only ten
(10) days with respect to Lessee’s covenant to pay rent.
The Lessee covenants that in case of such termination Lessee will
indemnify the Lessor against all loss of rent during the residue of
the term fees, which the Lessor may incur by reason of such
termination, less any rent received by the lessor in connection
with the reletting of said premises.
15. Non-Waiver Clause.
No waiver by Lessor of any default
by Lessee shall be effective unless in writing or operate as a
waiver of any other default or of the same default on a future
occasion. Lessor’s acceptance of rent shall not be deemed a
waiver as to any proceeding default.
16. Lessor’s
Remedies.
All remedies of Lessor shall be
cumulative to the full extent allowed by applicable law. No delay
or omission on the part of Lessor in the exercise of any right or
remedy shall operate as a waiver thereof, and no single or partial
exercise by Lessor of any right or remedy shall preclude other or
further exercise thereof, or of any other right or
remedy.
17.
Holdover.
It is agreed that a holding over
beyond the expiration of the term herein specified shall operate as
an extension of this lease from month-to-month only, with the
monthly rent increasing 125% with Lessee or Lessor to give thirty
(30) days written notice at the end of any month to terminate
the month-to-month extension. No holdover shall be permitted
without the written consent of the Lessor.
18. Light and
Air.
It is agreed that this lease does
not grant a continuance of light and air over any property
adjoining the leased premises.
19. Lessor’s
Non-Liability.
It is agreed that the Lessor shall
not be liable to the Lessee or any other person on the demised
premises or in the building by the Lessee’s consent,
invitation or license, exp