LEASE AGREEMENT
between
PHILLIPS LAND, L.C.
(LANDLORD)
and
SOUTHPEAK INTERACTIVE,
LLC
(TENANT)
January 1,2008
THIS LEASE INDENTURE (the
“Lease”) dated January 1, 2008 by and
among PHILLIPS LAND, L.C., a
Virginia Limited Liability Company
(“Landlord”) and
SOUTHPEAK INTERACTIVE, a Virginia
Corporation
(“Tenant”).
ARTICLE I
GRANT AND TERM
SECTION 1.1 LEASED PROPERTY . That for
and in consideration of the rents and the mutual covenants set
forth in this Lease, Landlord leases to Tenant, and Tenant rents
from Landlord, the following described premises containing
approximately 5500 square feet (the “Leased Property”):
Class A (suite 0200), 3200 square feet at $17.50/sq ft. Class B,
2300 square feet at $15.00/sq ft
Suites 0101, 0102, 0103 and 0200 at 2900 Polo
Parkway, Midlothian, Virginia
TO HAVE AND TO HOLD the Leased Property and the
privileges and appurtenances thereunto belonging unto the Tenant,
its permitted successors and assigns, for the term hereinafter
provided, and upon the terms and conditions set forth in this
Lease, to which the parties mutually covenant and agree.
SECTION 1.2 TERM. The original term of this
Lease shall be for a term of three (3) years commencing on January
1, 2008 and expiring at midnight on December 31, 2010 (the
“expiration date”) , unless sooner terminated in
accordance with the provisions hereof -
SECTION 1.3 SUCCESSORS AND ASSIGNS . The
terms of this lease and any covenants and/or modifications shall be
binding upon the successors and assigns of both landlord and tenant
in like manner as upon the original parties.
ARTICLE II
RENT
SECTION 2.1 RENT. Tenant shall pay to Landlord
in lawful money of the United States without notice or demand and
without any set off, abatement, counterclaim or deduction
whatsoever, a fixed rent as follows: payable in equal monthly
installments in advance on the first day of each month. The first
payment shall include any prorated rent for the period of the
commencement date to the first day of the first full calendar month
in the term. The rent shall include the rent and any additional
rent (hereinafter defined).
RENTAL RATE AND
TERM
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1/1/08 through
12/31/08
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1/1/09 through
12/31/09
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1/1/10 through
12/31/10
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SECTION 2.2 RENTAL PAYMENTS . All Rent
payments shall be made in person or mailed to arrive in
Landlord’s office by the first of each month. Payments shall
be made to Phillips Land, L.C., 2900 Polo Parkway, Bellgrade
Plantation, Midlothian, Virginia 23113 until Landlord shall
otherwise direct in writing.
SECTION 2. 3 LATE PAYMENT . Tenant
acknowledges that the failure to pay Rent in a timely fashion
results in damages to Landlord which are difficult to measure and
covenants that (i) it will pay Rent at the time and in the manner
provided herein, and (ii) it will pay Landlord as a late charge
equal to five percent (5%) of the amount due on any Rent and all
other sums due under this Lease, if such sums have not been
received within seven (7) days of their due date. Landlord shall
also have the right to charge interest at a rate not to exceed
twelve percent (12%) on any past due amounts. Neither the demand
nor collection by Landlord of interest and/or late charges shall be
construed as a cure of Tenant’s default. Any payment made by
Tenant by check and returned to Landlord by Tenant’s bank for
insufficient funds shall be deemed not to have been paid until good
funds have been provided to Landlord together with an amount equal
to any other charges due hereunder and any charges paid by Landlord
to any bank as a result of such returned check. Landlord expressly
reserves all other rights and remedies provided herein and by law
with respect to nonpayment of the Rent.
SECTION 2.4
ADDITIONAL RENT . All sums of money due hereunder, other
than the Rent, but including any late payment or interest charges,
shall be deemed Additional Rent, and unless otherwise indicated
herein, shall be due and payable without deduction, offset,
counterclaim or abatement, ten (10) days after notice thereof. All
such amounts or charges shall be payable to Landlord at the place
where the Rent is payable.
ARTICLE III
SECTION 3.2
TENANT'S-IMPROVEMENTS .
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(a)
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Tenant shall
obtain the prior written approval of Landlord to all plans and
specifications for all major improvements upon the Leased Property
whether interior, exterior, structural, mechanical, electrical or
otherwise. All Tenant’s work, as herein provided, shall be
done at the sole cost and expense of Tenant, in accordance with all
applicable laws and governmental regulations and without deviation
from the plans and specifications approved by Landlord. Approval of
the plans and specifications by Landlord shall not constitute the
assumption of any responsibility by Landlord for their accuracy,
sufficiency, safety or compliance with law and Tenant shall be
solely responsible for such items. Tenant shall obtain at its sole
cost and immediately thereafter furnish to Landlord all
certificates and approvals required by any governmental authorities
and necessary to complete the Tenant’s construction work, and
shall furnish a certificate of occupancy to Landlord upon
completion. Tenant shall promptly and regularly remove, at its
expense, all trash and waste materials resulting during the course
of performance of its work or remaining thereafter. Upon Landlord's
request, Tenant shall provide Landlord with payment and performance
bonds guaranteeing the completion of all work required to be done
by Tenant pursuant to this Article
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(b)
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All trade
fixtures and apparatus installed by Tenant on the Leased Property,
except such as may be the property of Landlord, shall remain the
property of the Tenant and shall be removable from time to time and
also at the expiration of the term of this Lease or any renewal or
extension thereof, or other termination thereof, provided Tenant
shall not at such time be in default under any covenant or
agreement contained in this Lease; otherwise, Landlord shall have a
lien on said fixtures or apparatus as security against loss and
damage resulting from defaults by Tenant.
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(c)
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Tenant shall
repair and restore the Leased Property following the removal or
replacement of its trade fixtures, whether during or at the
termination of this Lease, to the condition of the Leased Property
prior to Tenant’s occupancy.
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ARTICLE IV
CONDUCT OF
BUSINESS
SECTION 4.1
PERMITTED USE . The Leased Property shall be used by Tenant
for the sole purpose of conducting administrative business
regarding tenant’s home rehabilitation business.
SECTION 4.2
COMPLIANCE WITH LAWS. Tenant shall, at its sole cost and
expense, promptly comply with all local, state and/or federal laws,
statutes, ordinances and governmental rules, regulations or
requirements now in force or which may hereafter be in force with
respect to the Tenant’s use and occupancy of the Leased
Property and the Tenant’s business conducted thereon and with
the requirements of any board of fire underwriters or similar
bodies, now or hereafter constituted, relating to or affecting the
condition, use or occupancy of the Leased Property (excluding
structural changes not related to or affected by Tenant’s
improvements or acts).
ARTICLE V
RESPONSIBILITY OF
REPAIRS
SECTION 5.1
TENANT'S REPAIRS .
(a) Tenant
shall keep the interior of the Leased Premises, in good and safe
order and repair at its own expense, and shall surrender the Leased
Premises at the expiration of the term or at such other time as it
may vacate the Leased Premises leaving it broom clean, in as good
and sanitary condition as when received, excepting depreciation
caused by ordinary wear and free of contamination by hazardous or
toxic substances, including but not limited to petroleum or
petroleum products. Tenant shall not overload the electrical wiring
serving the Leased Premises or within the Leased Premises, and will
install, at its own expense, but only after obtaining Landlord's
written approval, any additional electrical wiring which may be
required in connection with Tenant's business equipment. Tenant
shall not install any underground tanks, nor use any construction
materials containing asbestos or PCBfs.
(b) Tenant
shall repair promptly, at its own expense, any damage, including,
but not limited to, that from forced entry, vandalism or malicious
mischief to the Leased Premises or caused by the bringing into or
taking out of the Leased Premises any property for Tenant’s
use, or by the installation or removal of such property, regardless
of fault or by whom such damage shall be caused, unless caused by
Landlord, its agents, employees or contractors’ negligence
and in default of such repairs by Tenant, Landlord may made the
same, and Tenant agrees to pay the cost thereof.
ARTICLE VI
UTILITES-9-0
SECTION 6.1
UTILTTIES . Landlord shall be responsible for all
responsible fuel, water, gas, electricity, and sewerage bills.
Tenant shall be responsible for his own telephone bill. Landlord
shall not be liable for any interruption or failure in the supply
of any utility to the Leased Property.
ARTICLE VII
LANDLORD SERVICES
SECTION 7.1
Landlord shall, at it’s own expense, provide the following
services to the leased premises: ground maintain; parking lot
maintenance and upkeep; lobby maintenance; exterior maintenance;
general waste dumpster. general janitorial service.
ARTICLE VIII
INSURANCE INDEMITY
SECTION 8.1
TENANT’S-OB-LIGATIONS.
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(a)
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Tenant, at
Tenant’s sole cost and expense, shall obtain and maintain for
the term of this Lease, insurance policies providing for the
following coverage: (i) Tenant’s fixtures, equipment,
furnishings, merchandise and other contents in the Leased Premises,
for the full replacement value of such items, (ii) one full year of
Rent coverage, (iii) with regard to the Tenant's improvements to
the Leased Premises, insurance against any and all perils included
within the classification "fire and extended coverage" under
insurance industry practice in the Commonwealth of Virginia,,
together with insurance against vandalism, malicious mischief av%d
apt-4+kk!eL- lea)ttteje air othato spinink-leif damagplate glass
insurance, if applicable, and (v) comprehensive gtneral liability
insurance against any liability occasioned by any occurrence on or
about any part of the Leased Premises or appurtenances thereto, or
arising from any of the acts indemnified against in Section 8.2
hereof in the minimum amount of $1,000,000 per person and
$1,000,000 per occurrence, and the minimum amount of $500,000 with
respect to property damage, and Tenant will further provide the
Landlord with certificates or policies of such insurance during the
term of this Lease and any renewals or extensions.
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(b)
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Each of the
policies described in this Section 8.1 shall: contain an express
waiver of any right of subrogation by the insurance company against
Landlord, Landlord’s agents, employees, mortgages and ground
lessors, (ii) contain a provision that it shall not be cancelled
and that it shall
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