Exhibit 10.22
L EASE A GREEMENT
Introductory Statement
THIS LEASE incorporates the
following terms and conditions:
|
|
|
|
|
Landlord:
|
|
GAM Realty, LLC
1800 Mineral Spring Ave STE D #106
North Providence, RI
02904-9921
|
|
|
|
|
Tenant:
|
|
Dynamic Marketing I, Inc.
40 Western Industrial Drive
Cranston, RI 02921
|
Guarantor: Dynamic
Health Products, Inc.
6911 Bryan Dairy Road, Suite 210
Largo, FL 33777
Leased Premises: The Building located at 40
Western Industrial Drive, Cranston, RI 02921, as more fully
described on Exhibit A attached hereto.
Term: From March 31, 2005 to March 31,
2010.
Rent: The rent during the term of this Lease
will be as follows:
|
|
|
|
|
|
Rent
|
|
Monthly Rent
|
|
First Year
|
|
$
|
10,000
|
|
Second Year
|
|
$
|
10,500
|
|
Third Year
|
|
$
|
11,025
|
|
Fourth Year
|
|
$
|
11,577
|
|
Fifth Year
|
|
$
|
12,155
|
Permitted Use:
The Leased Premises shall be used
exclusively for the development, marketing, sales and distribution
of health and fitness nutritional supplements and purposes
ancillary thereto and such other activities not inconsistent with
applicable law as permitted in writing by Landlord
THIS LEASE is entered into by and
between the Landlord and the Tenant whose names and addresses
appear in the Introductory Statement.
IT IS MUTUALLY covenanted and agreed
by and between the parties as follows:
|
1.
|
Definitions
and Construction
|
1.1. For the purposes of this Lease
and in addition to the words and phrases defined in the
Introductory Statement, the following words and phrases are defined
as set forth below:
Building : the building located on the Land and within
which the Leased Premises are situated.
Introductory Statement
: the Introductory Statement which
appears at the beginning of this Lease.
Land : that lot or parcel of land on which the
Building is located, more particularly described on Exhibit A
attached hereto.
Landlord : see Introductory Statement.
Leased Premises
: see Introductory
Statement.
Insurance Expenses
: Landlord’s cost of premiums
for all insurance carried by Landlord on the Leased Premises as now
or hereafter in effect as reasonably determined by
Landlord.
Property Taxes
: all real property taxes and other
assessments (including taxes and other assessments by any water,
sewer, fire or other special district), of every nature and
description, whether general or special, whether presently existing
or hereafter established, payable by the Landlord with respect to
the Building and the Land.
Tenant : see Introductory Statement.
Tenant’s Trade
Fixtures : see Paragraph
9.
1.2. The words “hereby,”
“hereof,” “hereto,” “herein,”
“hereunder,” and any similar words, refer to this
Lease; the word “hereafter” means after, and the word
“heretofore” means before, the date of this Lease. The
word “person” refers to partnerships (including limited
partnerships), corporations, trusts and other legal entities, as
well as natural persons. The title of this Lease, as well as the
paragraph and subparagraph titles, are for convenience of reference
only and will not be considered in the interpretation or
construction of any of the provisions hereof. Words in the singular
may be construed to include the plural, and vice versa, as the
context may require. Any consent, approval or acceptance required
or permitted to be given by a party to this Lease will be in
writing. Any notice required or permitted to be given by a party to
this Lease will be in writing and will be given within the time
provided for herein. This Lease may be executed in one or more
counterparts, each of which will be deemed to be an
original.
2
The Landlord demises and leases to
the Tenant and the Tenant leases and takes from the Landlord the
Leased Premises.
To have and to hold the Leased
Premises unto the Tenant for and during the Term set forth in the
Introductory Statement.
Commencing on the Commencement Date
the Tenant will pay to the Landlord, without deduction, setoff,
prior notice, or demand, rent as set forth in the Introductory
Statement at the Landlord’s address as set forth in the
Introductory Statement or to such other address as the Landlord may
designate by notice to the Tenant. Rent will be paid in equal
monthly installments, payable and received in advance on the first
business day of each month, with interest at the rate of 18% per
year on any unpaid installments. Rent payable for any partial month
will be prorated on a daily basis. It is the intent of this Lease
that, except as specifically provided herein, Landlord shall bear
no expense whatsoever with respect to the operation or maintenance
of the Leased Premises and that Tenant is taking possession of the
Leased Premises on a ‘triple net” basis.
5.1. As additional rent, the Tenant
will pay all Property Taxes and Insurance Expenses.
5.2. The Property Taxes and
Insurance Expenses will be billed to the Tenant promptly after the
end of each calendar year during which this Lease is in effect and
upon receipt of such bills shall be paid by Tenant when due and
payable. Property Taxes and Insurance Expenses payable hereunder
for the calendar year in which this Lease commences or terminates
will be prorated on the basis of a 365 day year, the Tenant paying
Property Taxes and Interest Expenses for the calendar year in which
this Lease commences or terminates in proportion to that part of
the calendar year during which the Tenant has possession of the
Leased Premises.
5.3. The Tenant will pay all taxes
charged, assessed or imposed upon the personal property of the
Tenant in or upon the Leased Premises.
|
6.
|
Permitted
Use; Compliance with Laws, etc.
|
The Tenant will use the Leased
Premises solely for the purposes set forth in the Introductory
Statement. The Tenant will promptly observe and comply with all
present and future laws, ordinances, requirements, orders,
directives, rules and regulations of federal, state, city and town
governments and all other governmental authorities or any national
or local Board of Fire Insurance Underwriters affecting the Leased
Premises or the Tenant’s use thereof. The Tenant will
indemnify, defend and hold harmless the Landlord from and against
any and all
3
penalties or damages charged to or imposed upon
Landlord for any violation of any such laws, ordinances, rules or
regulations. The Tenant will not use, or permit the use of, the
Leased Premises for any purpose which would cause the premiums on
the Landlord’s fire and casualty insurance to be increased or
create a forfeiture or prevent renewal of such insurance. The
Tenant will not use, or permit the use of, the Leased Premises for
any improper, offensive or unlawful purpose, nor will the Tenant
undertake any activities which would result in noise levels,
vibrations, or odors which are disturbing to tenants occupying
other space in the Building.
|
7.
|
Repairs and
Maintenance.
|
7.1. The Landlord will maintain in
good condition, and will make all replacements and repairs to, the
roof, exterior and structural components of the Building, and the
HVAC system. The Tenant will maintain in good condition and repair,
and keep clean, the lobby, halls, stairways and other areas in the
Building. Landlord will not be responsible for replacing bulbs or
ballasts in the Leased Premises or for providing janitorial
services to the Leased Premises. The foregoing notwithstanding, the
Tenant will be responsible for any repairs and maintenance made
necessary by acts of the Tenant or the Tenant’s agents,
employees, guests, invitees or independent contractors.
7.2. The Tenant will be responsible
for any repairs and maintenance made necessary by acts of the
Tenant and or the Tenant’s agents, employees, guests,
invitees or independent contractors. The Tenant will maintain
generally in good condition and repair and keep clean the interior
of the Leased Premises (including the replacement of glass in
windows and doors), reasonable wear and tear and damages by
casualty excepted.
|
8.
|
Alterations
and Improvements.
|
The Tenant may make any alterations
or improvements to the Leased Premises which do not materially
impair or diminish the rental value of the Leased Premises and the
Building. All alterations and improvements will be subject to the
Landlord’s prior written approval of plans and specifications
and such reasonable conditions (affecting, among other things, the
obtaining of required permits and authorizations, the payment for
labor and materials supplied in connection with the same, evidence
of contractor’s insurance, and contractor’s performance
and payment bond) as the Landlord reasonably deems appropriate. All
alterations and improvements made by the Tenant will become the
property of the Landlord or at Landlord’s option shall be
removed by Tenant prior to the expiration or termination of this
Lease.
|
9.
|
Tenant’s Trade Fixtures.
|
9.1. For the purposes of this Lease,
“Tenant’s Trade Fixtures” means machinery,
equipment and other items of personal property owned by the Tenant
and especially designed or fitted for use in its trade or business
which: (i) will not be affixed or incorporated into the Leased
Premises in such a manner that their removal will cause substantial
damage to the structure of the Building, and (ii) will, after
removal, have a value exceeding the cost of removal.
4
9.2. The Tenant may install the
Tenant’s Trade Fixtures in the Leased Premises provided that
the same will not materially impair or diminish the rental value of
the Leased Premises or the Building. The Tenant’s Trade
Fixtures will, notwithstanding the manner of their installation,
remain the property of the Tenant and will be removed by the Tenant
upon the termination of this Lease. The Tenant will repair any
damage to the Leased Premises occasioned by the removal of the
Tenant’s Trade Fixtures. Any of the Tenant’s Trade
Fixtures left on the Leased Premises upon the termination of this
Lease, at the election of the Landlord, may be: (i) removed at the
Tenant’s expense and sold, stored or discarded, or (ii)
deemed to have been abandoned and to be the property of the
Landlord.
|
10.
|
Commercial
General Liability Insurance; Indemnity
|
10.1. The Tenant will obtain and pay
for commercial general liability insurance insuring the Landlord
and the Tenant against loss from and liability for damages on
account of loss or injury suffered by any person or property within
or upon the Leased Premises, the coverage and protection of such
insurance to be not less than $2,000,000.00 (combined single
limit). Limits of such commercial general liability insurance will
be reviewed annually and increased if independent insurance
advisors selected by the Landlord so advise.
10.2. The Tenant will indemnify,
defend, and hold harmless the Landlord from and against all loss,
cost or damage (including reasonable attorneys’ fees)
sustained by the Landlord, on account of: (i) damage to property or
injury to persons resulting from any accident or other occurrence
on or about the Leased Premises; or (ii) damage to property or
injury to persons resulting from the activities of the Tenant on or
about the Leased Premises or elsewhere; or (iii) the Tenant’s
failure to perform or fulfill any term, condition or agreement
contained or referred to herein on the part of the Tenant to be
performed or fulfilled.
|
11.
|
Fire or
Other Casualty; Cross Releases and Waiver of Subrogation;
Tenant’s Property
|
11.1. The Tenant will obtain and pay
for property insurance insuring the Tenant’s personal
property in the Leased Premises, personal property in the care,
custody and control of the Tenant, and any improvements and
betterments made to the Leased Premises by the Tenant, all of the
foregoing at the replacement cost, against loss or damage resulting
from perils commonly insured against under a standard “all
risks” policy of insurance.
11.2. Landlord shall maintain, at
Tenant’s sole cost as part of Insurance Expense), insurance
policies covering loss of or damage to the Premises in the full
amount of its replacement value or such other amounts as is
appropriate. The policies shall provide protection against fire and
casualties and such other risks and perils as is appropriate,
including plate glass coverage. All such insurance policies
maintained by Landlord shall name Tenant as an additional
insured.
5
11.3. If the Building or the Leased
Premises or any part thereof is damaged by fire or other casualty,
the Landlord will forthwith commence and continue with all
reasonable diligence the repair of the same; provided, however,
that if the Landlord so elects, then upon notice given to the
Tenant not later than 30 days after such casualty, the Landlord may
terminate this Lease as of the date of such casualty and a
proportionate part of the rent paid in advance will be repaid to
the Tenant. If the repair of the damage to the Leased Premises is
reasonably determined by the Landlord’s architect to require
more than 120 days (assuming work will be performed during normal
working hours) after the date of the casualty to complete and the
Tenant will be deprived of substantially all beneficial use of the
Leased Premises during that time, or such repair is not commenced
within 90 days after the date of the casualty, then the Tenant may
terminate this Lease as of the date of such casualty and a
proportionate part of the rent paid in advance will be repaid to
the Tenant. Until the Leased Premises are restored by the Landlord,
there will be an equitable abatement of rent.
11.4. (a) The parties release each
other from any claims for damage to any person or to the Leased
Premises and the Building and to the personal property, fixtures,
improvements and alterations of either the Landlord or the Tenant
in or on the Leased Premises and the Building that are caused by or
result from perils insured against under any insurance policies
maintained by the parties hereto pursuant to the terms of the
Lease.
(b) If the release referred to above
to be granted by each party to the other is prohibited, or affects
the protection afforded by any property insurance policy carried by
either party, that party will advise the other party of this fact
and will further advise the other party as to whether the release
will be permitted by the issuer of the property insurance policy
upon the payment of an additional premium or charge. The other
party will have a period of 10 days after receiving the notice to
elect to pay the additional premium or charge. If no such election
is made within the 10 day period, the release will be null and
void.
11.5. The risk of loss of or damage
to the property of the Tenant on or about the Leased Premises will
be borne solely by the Tenant and the Landlord will not have any
liability for loss thereof of damage thereto, except for loss or
damage caused exclusively by Landlord’s negligence or
intentional misconduct.
All insurance required under this
Lease will be issued by companies reasonably satisfactory to the
Landlord and Tenant. Each such policy will contain a provision that
no act or omission of the Tenant or Landlord will affect or limit
the obligation of the insurer to pay on behalf of the Tenant or
Landlord the amount of the loss sustained by, or claim made
against, the Tenant or Landlord, and, to the extent obtainable,
will contain an agreement by the insurer that such policy will not
be canceled without at least 20 days’ prior written notice to
the Tenant and Landlord. Upon the request of the Tenant and
Landlord, the Tenant will deliver to the Landlord, certificates of
insurance evidencing the insurance required to be provided by the
Tenant under the terms hereof.
6
This Lease will be subject and
subordinate to any mortgage of the Land or the Building now of
record or recorded after the date hereof. Such subordination is
effective without any further act of the Tenant and the Tenant will
from time to time on request from the Landlord execute and deliver
any instruments that may be required by any lender to give further
effect to the subordination provided for herein. If the Tenant
fails to execute and deliver any such instrument within 10 days
after request by the Landlord to do so, the Tenant irrevocably
appoints the Landlord, with full power of substitution, the
Tenant’s attorney-in-fact to execute and deliver any such
instrument. After having received reasonable prior notice, in
writing or by telephone, Tenant shall permit any such lender
reasonable access to the Leased Premises as requested by such
lender