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LEASE AGREEMENT

Lease Agreement

LEASE AGREEMENT | Document Parties: DYNAMIC HEALTH PRODUCTS I You are currently viewing:
This Lease Agreement involves

DYNAMIC HEALTH PRODUCTS I

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Title: LEASE AGREEMENT
Governing Law: Rhode Island     Date: 7/14/2005

LEASE AGREEMENT, Parties: dynamic health products i
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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.

 

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2.

Leasing.

 

The Landlord demises and leases to the Tenant and the Tenant leases and takes from the Landlord the Leased Premises.

 

3.

Term.

 

To have and to hold the Leased Premises unto the Tenant for and during the Term set forth in the Introductory Statement.

 

4.

Rent.

 

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.

Additional Rent

 

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.

 

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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.

 

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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.

 

12.

Insurance Policies.

 

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.

 

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13.

Subordination.

 

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


 
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