LEASE AGREEMENT, OPTIONS TO PURCHASE AND OPTION TO LEASE

Exhibit 10.22

State of South Carolina			)
County of Greenville			)

LEASE AGREEMENT, OPTIONS TO
PURCHASE AND OPTION TO LEASE

THIS LEASE AGREEMENT (the “Lease”), also containing Options to Purchase and an Option to Lease first made and entered into on the 19 ^th day of March, 2008, by and between EZE Management Properties Limited Partners, hereinafter called “Landlord” and Rockwell Medical Technologies, Inc., hereinafter called “Tenant”;

WITNESSETH:

WHEREAS, the Landlord is the owner of certain property in Greenville County, South Carolina, as outlined in red on the survey entitled “As-Built Survey Calgon Corporation & EZE Management Properties Limited Partnership”, a copy of which is attached hereto as Exhibit C (the “Survey”); and

WHEREAS, the Landlord desires to lease to Tenant and Tenant desires to lease from Landlord all that certain 57,000 square foot building located at 604 High Tech Court, Greer, South Carolina, as more fully set out below, as shown on the Survey; and

WHEREAS, the Tenant desires to have an Option to Purchase the land and 57,000 square foot building located at 604 High Tech Court (the “Leased Premises”) and also desires to have an Option to Purchase the 20,362 square foot office building located at 603 High Tech Court (the “Office Building”), which property is outlined in red on the survey which is attached hereto as Exhibit E ; and

WHEREAS, the Tenant desires to have an Option to Lease the 20,362 square foot office building located at 603 High Tech Court.

NOW, THEREFORE, Landlord and Tenant covenant and agree as follows:

ARTICLE I
GRANT AND TERM

1.01 Premises . The Landlord, for and in consideration of the rents, covenants, agreements and stipulations hereinafter mentioned reserved and contained, to be paid, kept and performed by the Tenant, by these presents does lease and rent to the said Tenant, and said Tenant hereby agrees to lease and take upon the terms and conditions which hereinafter appear a 57,000 square foot building (the “Building”) including approximately 2,000 square feet of office space and approximately 55,000 square feet of warehouse space and related improvements (herein called “Demised Premises”) as shown on the floor plan attached hereto as Exhibit B , together with the exclusive right to use all driveways, parking areas, sidewalks, loading docks and service areas and other improvements and facilities shown on Exhibit C . The Building is further shown on the drawing “Calgon Lot 21 & Part of Lot 22 of a Subdivision Entitled: Riverbanks Energy Center Section 4, Greenville County S.C.” made by Gray Engineering Consultants, Inc., a copy of which is attached hereto as Exhibit C .

In addition, Landlord agrees to allow Tenant the use of the adjacent lot outlined in yellow on the attached Exhibit A for the parking of trucks and vehicles and for no other purpose during the Base Term. The Landlord reserves the right to sell or use this property during the Base Term of this Lease, with adequate notice to Tenant.

1.02 Initial Term . The period beginning upon the execution hereof and continuing until delivery of the Demised Premises shall be hereinafter referred to as the “Initial Term”.

1.03 Base Term . The term of this Lease shall commence on March 1, 2008 (the “Lease Commencement Date”) and continue for a period of three (3) years to end on February 28, 2011, (the “Base Term”).

Landlord hereby grants to Tenant the option to extend the Base Term of this Lease for one (1) successive and separate term of two (2) years (The “Extension Term”) beginning on the date of expiration of the Base Term of this Lease in accordance with all terms and conditions of this Lease (the Base Term, and the Extension term are sometimes collectively referred to herein as the “Term”). To be effective, such option to extend shall be exercised by Tenant’s providing Landlord with written notice of Tenant’s intention to exercise said option at least one hundred twenty (120) calendar days before the expiration of the Base Term hereof. Tenant shall not have the right to exercise any such extension option if Tenant is then in default hereunder.

1.04 Delivery of Demised Premises . Landlord shall deliver the Demised Premises to Tenant in its current “As-Is” condition upon full execution of this Lease.

ARTICLE II
RENT

2.01 a. Payment of Rent. Tenant’s obligation to begin payment of Rent shall be the date Landlord delivers the Demised Premises to Tenant, which date is scheduled to be Saturday March 1, 2008, (the “Rental Commencement Date”). Tenant shall pay to Landlord without notice, demand, and, except as otherwise expressly provided herein, without reduction, abatement, set off or any defense, minimum base rent (the “Base Rent”) in equal monthly installments, in advance, on or before the first day of each month. If the Rental Commencement Date is a date other than the first day of a calendar month, the Base Rent shall be prorated daily from such date to the first day of the next calendar month and paid on the Rental Commencement Date.

2.01 b. Rent During Base Term. The annual Base Rent during the Base Term shall be Two Hundred Seventy-Five Thousand Six Hundred Twenty-Eight and 00/100 Dollars ($275,628.00) payable in equal monthly installments of Twenty Two Thousand Nine Hundred Sixty-Nine and 00/100 Dollars ($22,969.00).

2.01 c. Rent During Extension Term . The annual Base Rent during the Extension Term shall be Two Hundred Thirteen Thousand Seven Hundred Fifty and 00/100 Dollars ($213,750.00) payable in equal monthly installments of Seventeen Thousand Eight Hundred Twelve and 50/100 Dollars ($17,812.50).

2.02 Additional Rent. Tenant shall be responsible for the payment of certain costs relating to real estate taxes and insurance premiums, each being specifically detailed in Article IV and Article V respectively.

a. Taxes . Tenant will pay any and all taxes, documentary stamps or assessments of any nature imposed or assessed upon Tenant’s occupancy of the Demised Premises or upon Tenant’s furniture, furnishings, trade fixtures, equipment, machinery, inventory, merchandise or other personal property located on the Demised Premises and owned by or in the custody of Tenant promptly as all such taxes or Assessments may become due and payable without any delinquency. If applicable in the jurisdiction where the Demised Premises are located, Tenant will pay and be liable for all sales, use and inventory taxes or other similar taxes, if any, levied or

imposed by any city, state, county or other governmental body having authority, such payments to be in addition to all other payments required to be paid Landlord by Tenant under the terms of this Lease. Such payment will be made by Tenant directly to such governmental body if billed to Tenant, or if billed to Landlord, such payment will be paid concurrently with the payment of Base Rent, or such other charge upon which the tax is based, all as set forth herein. Notwithstanding the foregoing, Tenant will have the right, at its sole cost and expense, to contest any tax contemplated by this Section provided that Tenant will send Landlord notice of Tenant’s intent to contest such taxes. Landlord will reasonably cooperate with Tenant in connection with such contest, at no expense to Landlord.

b. Reimbursement of Landlord’s Cost of Insurance . As Additional Rent, Tenant shall pay its Proportionate Share (defined below) of the cost of any insurance premiums which Landlord is required to carry under Section 5.01 (a) and Article X.

c. Other Additional Rent Provisions . Any amounts required to be paid by Tenant under this Article II and any charges or expenses incurred by Landlord on behalf of Tenant shall be considered Additional Rent payable in the same manner and upon the same terms and conditions as the Base Rent reserved )hereunder. Any failure on the part of Tenant to pay such Additional Rent when and as the same shall become due shall entitle Landlord to the remedies available to it for non-payment of Base Rent. Tenant’s obligations for payment of Additional Rent shall begin to accrue on the Rental Commencement Date. As used in this Lease Agreement, the term “Rent” shall include Base Rent and Additional Rent, except as otherwise expressly provided to the contrary.

2.03 Additional Rent Estimated and Paid Monthly . The Real Estate Taxes and Insurance Premiums to be paid by Tenant shall be estimated at the beginning of each calendar year or partial calendar year during the Base Term and Tenant shall pay to Landlord one-twelfth (1/12) of such sum on the first day of each calendar month during each such calendar year, or part thereof, during the Base Term. Within thirty (30) days following the end of each calendar year or, if earlier, the end of the term of this Lease, Landlord shall submit to Tenant a statement of the actual amount of Real Estate Taxes and Insurance Premiums for such calendar year, and within thirty (30) days after receipt of such statements, Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year, or in the event of overpayment, Landlord shall, at Landlord’s option, credit the amount of such overpayment toward the next installment of Real Estate Taxes and/or Insurance Premiums, or refund the amount of such overpayment to Tenant within thirty (30) days, which such obligation shall survive the termination of the Lease. If the Rental Commencement Date of the Base Term shall fall on other than the first day of. the calendar year, or if the Expiration Date shall fall on other than the last day of the calendar year, Tenant’s share of the Real Estate Taxes and Insurance Premiums for such calendar year shall be apportioned pro rata.

2.04 Estimated Additional Rent for Year 1 . The estimate of the Additional Rent for the first Lease year is shown on Exhibit D, attached hereto.

2.05 Penalty . In the event that any monthly installment of rent is not received by Landlord on or before the tenth (10th) day from which said rent is due, Tenant agrees to pay to Landlord, as a penalty each month during which the installment remains unpaid, an additional sum equal to the $750.

2.06 Tenant’s Proportionate Share . Tenant’s “Proportionate Share” shall be a fraction, the numerator of which is the gross leasable area of the Demised Premises and the denominator of which is the greater of (i) the gross leasable area of the buildings depicted on Exhibit A, or
(ii) the gross leasable area of all of the buildings existing on the land depicted on Exhibit A at the time Tenant’s payment is due, excluding any buildings or land that are separately assessed or insured, as the case may be.

ARTICLE III
HOLDING OVER

3.01 Rent for Holding Over Period . In the event Tenant remains in possession of the Demised Premises after the termination of the Base Term, same shall be construed to be a tenancy from month to month, and said rent during hold over shall remain the same as the Base Term Rent for the first six (6) months of the hold over period to be paid upon the same terms and conditions as specified herein. Rent after the first six (6) months of the hold over period will be negotiated prior to any additional hold over or lease extension period. In the event that Tenant holds over, Tenant and Landlord agree to give the other party no less than ninety (90) days advance notice to vacate the Demised Premises.

ARTICLE IV
TAXES/ASSESSMENTS

4.01 Real Property Taxes . Throughout the term of this Lease, Landlord shall pay any and all real estate taxes, storm water management fees and or sanitation charges payable on or with respect to the Premises, including land and building, as and when the same shall come due. Landlord shall use Landlord’s best efforts to keep any tax increases on the real estate to a minimum (including the utilization of tax assessment appeal procedures where Landlord’s attorney or tax advisor feel an appeal is well advised). Tenant shall reimburse Landlord those costs of such taxes and other charges as referenced above that are applicable solely to the Demised Premises, or its Proportionate Share thereof if applicable to more than the Demised Premises, in a timely manner upon receipt of a copy of the paid tax bill each year.

4.02 Personal Property Taxes . Tenant shall timely pay directly to the applicable governmental taxing authorities any and all taxes with respect to any and all of Tenant’s personal property which shall at any time be situated in, at or about the Demised Premises, including, but not limited to Tenant’s leasehold improvements, trade fixtures, inventory and personal property.

ARTICLE V
INSURANCE

5.01 Required Coverage by Tenant. Tenant covenants and agrees that from and after the date of occupancy by the Tenant, Tenant will carry and maintain, at its sole cost and expense, the insurance required to be carried by Tenant under Paragraphs (b) and (c) below. Landlord covenants and agrees that, from and after the date of occupancy by Tenant, Landlord will carry and maintain the insurance required to be carried by Landlord under Paragraph (a) below and Article XIII. All such policies of the insurance shall be issued by insurance companies with a rating of not less than “A”, if available, in the most current available “Best’s Insurance Reports”, and licensed to do business in the state in which the Building is located.

a. Landlord’s Insurance. Throughout the term of this Lease, Landlord covenants and agrees to carry Property Insurance Special Form (formerly known as All-Risk insurance) on the Premises providing insurance protection against damage or destruction by fire and other casualties, and rent abatement and liability insurance, insured under a standard extended coverage endorsement and other items required to be covered by Landlord pursuant to Article X. Said insurance shall be in the amount equal to the full replacement value of the permanent improvements thereon under a policy or policies issued by solvent and responsible insurance companies authorized to do business in the State of South Carolina. Landlord and Tenant hereby grant to each other, on behalf of any insurer providing insurance to either Landlord or Tenant as required by this Lease covering the Premises, improvements thereon or contents thereof, a

waiver of any right of subrogation by any such insurer that each may acquire against the other by virtue of payment of any loss under such insurance. The parties hereby mutually and on behalf of their insurers, waive their respective rights of subrogation to the extent covered by insurance. Such waivers shall stand mutually terminated as of the date either Landlord or Tenant ceases to be empowered to grant same.

b. Tenant’s Insurance. Liability insurance in the Commercial General Liability form (or reasonable equivalent thereto) covering the Demised Premises and Tenant’s use thereof against claims for personal injury or death, property damage and product liability occurring upon, in or about the Demised Premises, such insurance to be written on an occurrence basis (not a claims made basis), to be in combined single limits amounts not less than $1,000,000.00 and to have general aggregate limits of not less than $1,000,000.00 for each policy year. The insurance coverage required under this Paragraph 5.01 (b) shall, if available, extend to any liability of Tenant arising out of the indemnities provided for in Article VI and, if necessary, the policy shall contain a contractual endorsement to that effect. The general aggregate limits under the Commercial General Liability insurance policy or policies must apply separately to the Demised Premises and to Tenant’s use thereof (and not to any other location or use of Tenant) and such policy shall contain an endorsement to that effect. Notwithstanding the foregoing, Tenant shall have the right to carry the liability insurance provided above in the form of a blanket insurance policy, covering additional items or locations or insureds, provided, however, that: (i) Landlord, and any’ other patties in interest designated by Landlord to Tenant, from time to time, shall be named as additional insureds thereunder as its interests may appear; (ii) the coverage afforded Landlord and such other parties designated by Landlord will not be reduced or diminished by reason of use of such blanket policy of insurance; and (iii) any such policy shall provide, at a minimum, for the minimum liability limitations hereinabove provided in this Article VI with respect to Tenant’s interests in and to the Demised Premises.

c. Tenant shall also carry insurance covering all of the items included in Tenant’s leasehold improvements, if any, trade fixtures, merchandise and personal property from time to time in, on or upon the Demised Premises, in an amount not less than one hundred percent (100%) of their full replacement value from time to time during the term, providing protection against perils included within the standard specialty property form fire and casualty insurance policy, together with insurance against sprinkler damage, vandalism and malicious mischief.

d. Each insurance policy required above shall: (i) name the other party, as well as any mortgagee of Landlord, as an additional insured; (ii) provide that a certificate evidencing such insurance shall be delivered to the. other party prior to possession of the Demised Premises by Tenant and thereafter within thirty (30) days prior to the expiration of each such policy, and, as often as any such policy shall expire or terminate; (iii) contain a provision that the insurer will give to the other parties in interest at least thirty (30) days notice in writing in advance of any material change, cancellation, termination or lapse, or the effective date of any reduction in the amounts of insurance’; ,and (iv) be written as a primary policy which does not contribute to and is not in excess of coverage which the other party may carry. Notwithstanding the provisions of subparagraph (iii) of the preceding sentence, each party shall be responsible for providing the other with at least twenty-five (25) days notice in advance of any material change, cancellation, termination or lapse, or the effective date of any reduction in the amount of insurance.

ARTICLE VI
INDEMNIFICATION

Tenant shall defend, indemnify and hold harmless the Landlord from and against any and all claims, losses, liabilities, causes of action, damages, or expenses, whether due to damage to the Demised Premises, claims for injuries to persons or property, or administration or criminal action by a governmental authority, where such claims arise out of or from or related to the use or occupancy of the Demised Premises by Tenant, its agents, employees, invitee, visitors, customers, or licensees, including costs and reasonable attorney fees incurred by Landlord to defend itself against any such claims, damages or expenses.

Landlord shall not be liable to Tenant for any damages, losses or injuries to the persons or property of Tenant which may be caused by the acts, neglect, omissions or faults of any persons, firms or corporations, except when such injury, loss or damage results from the negligence or the unlawful or willful acts of Landlord, his agents or employees or contractors. All personal property placed or moved into the Premises or building shall be at the risk of Tenant or the owner thereof, and Landlord ‘shall not be liable to Tenant for any damage to said personal property except for damage which is covered by insurance required to be carried by Landlord hereunder and except for damage resulting from the negligence or the unlawful or willful acts of Landlord, its employees, agents, or contractors. Each party shall maintain at all times during the Base Term of this Lease or any Renewal Terms thereof, an insurance policy or policies in any amount or amounts sufficient to indemnify the other or pay the other’s damages, if any, resulting from any matters set forth hereinbefore.

In case Landlord or Tenant shall be made a party to any litigation commenced against the other party, then the other party shall protect and hold Landlord or Tenant, as applicable, harmless and shall promptly pay all costs, expenses and reasonable attorney fees incurred or paid by Landlord or Tenant, as applicable, in connection with such litigation.

Notwithstanding any contrary provision (of this Lease, Tenant will look solely (to the extent insurance coverage is not applicable or available) to the interest of Landlord (or its successor as Landlord hereunder) in the Premises for the satisfaction of any judgment or other judicial process requiring the payment of money as a result of any negligence or breach of this Lease by Landlord or its successor or of Landlord’s managing agent (including any beneficial owners, partners, corporations and/or others affiliated or in any way related to Landlord or such successor or managing agent).

ARTICLE VII
MAINTENANCE OF PREMISES

7.01 Repairs by Landlord . The Landlord shall, at its sole cost and expense, keep and maintain the foundations, roof, and structural portions of the exterior walls of the Premises (except any walls, whether temporary or permanent, installed by Tenant), in good condition and repair, except for repairs or replacements occasioned or required by reason of the acts of the Tenant, its employees, agents, invitees, licensees, or contractors. The Tenant agrees to give the Landlord written notice of the necessity for repairs or replacements coming to the attention of the Tenant. The Landlord shall not be obligated to make any repair or replacement required of it until notice in writing from Tenant of the need for same. The Landlord shall have a reasonable time after Tenant’s written notice in which to make such repair or replacement. In addition, the Landlord shall be responsible for the cost of replacing the heating, air-conditioning and ventilation system and units (“HVAC”); provided however, Tenant shall be responsible for the replacement of any HVAC unit installed or replaced in or on the Premises since January 15, 2007. The provisions of this Article shall not apply in the event of damage or destruction by fire or other casualty or taking under a power of eminent domain, in which event the obligations of the Landlord shall be controlled by the terms of Article XIII and Article XIV. The Landlord shall not be liable for any damage done to the personal property or leasehold improvements of Tenant occasioned by or from the electrical system, the heating or cooling system, the plumbing and sewer systems, nor for damage occasioned by snow or ice being upon or coming through the roof, walls, windows, doors or otherwise, in, upon or about the Premises, except to the extent resulting from the negligence or unlawful or willful acts of Landlord, its agents, employees, and contractors, or resulting from the failure of Landlord to perform its obligations hereunder; nor for any damage arising from acts or negligence of other occupants of the property of which the Premises is a part. The Landlord shall not be liable for any damage occasioned for failure to keep the Premises in repair, unless the Landlord is obligated to make such repairs under the terms hereof and unless

notice of the need for repairs has been given the Landlord and a reasonable time has elapsed and the Landlord has failed to make such repairs. Landlord shall not be liable to Tenant for any damages to person or property resulting from fire or other hazards, except to the extent resulting from the negligence or unlawful or willful acts of Landlord, its agents, employees, and contractors, or resulting from the failure of Landlord to perform its obligations hereunder, regardless of the cause thereof, and the Tenant hereby releases the Landlord from all liability for such damage.

7.02 Repairs by Tenant . Subject only to the obligations of the Landlord set forth in Section 7.01 hereof, the Tenant shall keep and maintain the Demised Premises and every part thereof and any fixtures, facilities or equipment contained therein, in good condition and repair, including, but not limited to floors, the heating, air-conditioning, ventilating, fire protection, electrical, plumbing and sewer systems, the exterior door, security grilles, window frames and all portions of the store front area. Tenant shall (a) make any routine and regularly scheduled repairs thereof, and (b) any non-routine and non-regularly scheduled repairs, maintenance or any replacements thereof. The Tenant shall at its expense contract with a reputable firm for periodic servicing of the heating, air-conditioning, and ventilation systems as recommended by the manufacturer of such equipment. The Tenant shall also at its expense maintain pest (including termite) control, inspection, and treatment of the Demised Premises. If the Tenant refuses or neglects to commence or complete any of the obligations above set forth promptly and adequately, the Landlord may, but shall not be required to do so, make or complete any maintenance or repairs and the Tenant shall pay the cost thereof to the Landlord upon demand as additional rent hereunder. Alterations to the Demised Premises by Tenant, after the Rent Commencement Date hereof shall be made only with prior written consent of the Landlord and under Landlords control and supervision. However, the Landlord’s consent shall not be unreasonably withheld or delayed in case of minor alterations to conform the Demised Premises to the use of Tenant’s business . Regardless of any obligations otherwise imposed upon Landlord, Tenant shall pay for the cost of any repairs or damage resulting from the negligence or the unlawful or willful acts of its employees, agents or invitees, except to the extent covered by insurance required to be carried by Landlord hereunder. Further permission is hereby granted by Landlord to Tenant to upfit the Demised Premises by painting, redecorating or carpet replacement all at the expense of Tenant, it being understood and agreed that the Tenant takes and accepts the Demised Premises in their present condition “as is, where is” after inspection by Tenant and without representation or warranty by Landlord or any agent of Landlord.

7.03 Maintenance of Grounds and Parking, Driveways . In the outdoor areas depicted on Exhibit C , the Tenant shall either use its own personnel or employ a grounds maintenance service to periodically keep the grass and weeds mowed, the shrubs pruned and the driveways, sidewalk and parking areas swept in a neat, clean and sightly condition, with any expenses attendant thereto to be paid by Tenant. In the event that the Landlord in his discretion should reasonably conclude that such grounds and parking area maintenance is not being adequately carried out by said Tenant, then Landlord is hereby authorized to employ a grounds maintenance service at what the Landlord reasonably considers to be a market price for similar services and to bill Tenant the cost thereof on a quarterly or more frequently periodic basis, which the Tenant agrees to pay upon receipt. Tenant shall be responsible for repairs to the parking areas and driveways for any damage caused by excessive wear and tear by Tenant or Tenant’s invitees.

7.04 Alterations and Remodeling . With the permission and prior written consent of the Landlord, which shall not be unreasonably withheld, Tenant may make such alterations, additions, decorations and changes to the interior of the building, parking lot and exterior lighting of the Premises as it deems necessary for its purposes provided that the value of the buildings and improvements are not thereby diminished subject to the following conditions:

a. That if any such work increases any insurance premiums, taxes, or other costs or expenses relating to the Premises, Tenant shall timely and fully pay and satisfy same.

b. That no casualty or mechanics or materialmen’s claims or liens shall be created, and not bonded over by Tenant, upon the Premises or elsewhere by reasons of or with respect to the

work or a condition of the Premises thereafter resulting from said work; and

c. That upon expiration or any earlier termination of the Lease, Tenant shall, upon the election of Landlord, promptly remove the alterations and repair and restore the Demised Premises at its cost and expense to the condition existing next prior to installation of the same. Any and all alterations, additions and improvements to the Premises (other than inventory and trade fixtures and equipment) installed by or on behalf of Tenant shall immediately, at Landlord’s option, become part of the Premises .and at the expiration or other termination of this Lease shall be surrendered to the Landlord.

7.05 Compliance with Regulations. Tenant shall comply with all laws, ordinances, orders, rules, regulations and requirements of all federal, state and municipal governments and a