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LEASE AGREEMENT THIS LEASE AGREEMENT

Lease Agreement

LEASE AGREEMENT THIS LEASE AGREEMENT | Document Parties: ALYNX, CO. | ANDREWS INSTITUTE MEDICAL PARK, LLC | MIMEDX, INC You are currently viewing:
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ALYNX, CO. | ANDREWS INSTITUTE MEDICAL PARK, LLC | MIMEDX, INC

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Title: LEASE AGREEMENT THIS LEASE AGREEMENT
Governing Law: Florida     Date: 2/8/2008

LEASE AGREEMENT THIS LEASE AGREEMENT, Parties: alynx  co. , andrews institute medical park  llc , mimedx  inc
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EXHIBIT 10.22

This Instrument Prepared by:

WILLIAM M. MITCHEM

Beggs & Lane

Post Office Box 12939

301 Commendencia St.

Pensacola, Florida 32591-2950

(850) 432-2451

Florida Bar No. 187836

LEASE AGREEMENT

THIS LEASE AGREEMENT (this “ Lease ”) is made and entered into this 12th day of June, 2007 by and between ANDREWS INSTITUTE MEDICAL PARK, LLC , a Florida not-for-profit corporation, whose property management office is located on the 1040 Gulf Breeze Parkway, Gulf Breeze, Florida 31561 (herein “ Lessor ”), and MIMEDX, INC ., a Florida corporation (“ Lessee ”).

WITNESSETH:

WHEREAS , Lessor owns certain office space in Gulf Breeze, Florida;

WHEREAS , Lessee desires to lease from Lessor and Lessor desires to let to Lessee a certain portion of said office space;

NOW, THEREFORE , in consideration of the mutual covenants and promises hereinafter set forth, Lessor and Lessee hereby agree as follows:

 

  Section 1. Description of Leased Area

Lessor, in exchange for the payment of rent and the performance of the promises made by Lessee in this Lease, leases to Lessee, and Lessee agrees to rent from Lessor, space as shown on the sketch attached hereto as Exhibit “A” and made a part hereof (the “Premises”), in the professional office building commonly known as the Athletic Performance Enhancement Center at Andrews Institute Medical Park (the “Building”), located at 1040 Gulf Breeze Parkway, Gulf Breeze, Florida. The Premises consist of 120 square feet of space, common known as Suite # 120 in Tower Three.

 

  Section 2. Term of Lease

Lessee shall have the right to occupy and use the Premises, together with the right to use in common with others the lobbies, elevators, and other public portions of the Building for a term beginning on                      , 2007 (the “Commencement Date”), and continuing for two (2) years (the “Lease Term”). If the date on which this Lease commences is not the first (1 st ) day of a month, then for purposes of determining the term of this Lease the month in which this Lease commences shall not be counted.

 

  Section 3. Amount of Rent

In exchange for Lessor’s giving Lessee the right to use and occupy the Premises for the Lease Term, Lessee promises to pay Lessor rent as set forth below:

 


(a) For the Lease Term, Lessee shall pay to Lessor monthly installments of $260.90 plus Florida 6.5% sales tax of $16.90, making a total monthly payment of $276.90, in advance on or before the first (1 st ) day of each month, at the office address of Lessor set forth above, and in addition thereto promises to pay Lessor at said address such amounts as are determined under Section 4 below.

(b) In the event the term of this Lease shall commence on a date other than the first day of the month, Lessee shall pay on the first day of the term of this Lease an amount of rent computed on a pro rata basis for the period from such day to the end of the month. The rental amount stated above does not apply to any renewal term(s). The rental during any renewal term(s) shall be based upon rates in force for the Building at that time.

(c) If any payment of rent under this Section 3, any additional rent or any other charge due from Lessee to Lessor hereunder is not received by Lessor in good funds on its due date, Lessee will pay Lessor a late charge of five percent (5%) of the amount due. The term “Rent” shall include all payments and charges made or incurred pursuant to this Section 3 and all other additional rent or any other charges due from the Lessee to the Lessor under this Lease.

 

  Section 4. Taxes, Insurance Premiums and Service Costs

(a) Lessor shall be responsible for payment of all real property and rental property taxes, general and specific, levied by any governmental agency or authority against the Building, including the land and improvements.

(b) Lessor shall maintain insurance on Lessor’s interest in the Premises for fire, lightning, extended coverage, vandalism, and malicious mischief. In the event that premiums charged for such insurance coverage are by reason of the use or occupancy of the Premises by the Lessee or its subtenants (if any) in excess of the premiums that would be charged for office uses of the entire Building, or in excess of the lowest premium rated business activity that could be conducted in the Premises, whichever is lower, in each case based on a single tenant occupancy, then the amount of the excess, if any, over the premiums that would have been paid except for Lessee’s and its subtenant’s (if any) use or occupancy shall increase the total rental. Lessor reserves the right at any time and from time to time to change the insurance company, and such change will not relieve Lessee of any obligations under this Section 4.

(c) Lessee shall pay all taxes imposed by Florida Statutes Section 212.031 (Sales Tax), and any amendments thereto and any tax substituted in lieu thereof, on the rent due under this Lease.

 

  Section 5. Use of Premises

(a) Lessee shall use the Premises for general office space and for no other use without the prior written consent of Lessor, which consent may be withheld in Lessor’s sole discretion.

(b) Lessee will not use or permit the Premises to be used for any illegal, immoral, or improper purposes, and at Lessee’s own cost and expense, Lessee will execute and

 

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comply with all laws, rules, orders, ordinances, and regulations now in force or at any time issued, applicable to the Premises or to Lessee’s occupancy thereof, by the county, state, and federal governments and each and every department, bureau, and official thereof, and with any requirements of any fire underwriters’ bureau, including without limitation, all applicable federal, state, and local laws, regulations or ordinances pertaining to air quality, hazardous materials, waste disposal, air emissions and other environmental matters, all zoning and land use matters, with the Americans with Disabilities Act of 1990 and the Florida Americans with Disabilities Accessibility Implement Act, as both may be amended from time to time (collectively “ADA”), and with any directive or occupancy certificate issued pursuant to any law by any public officer or officers insofar as any thereof relate to or affect the condition, use or occupancy of the Premises.

(c) Lessee agrees not to commit or allow to be committed any nuisance or other act against public policy, or which may disturb quiet enjoyment of any other tenant of the Building. Lessee agrees not to deface the Building in any manner or overload the floors of the Premises.

(d) Lessee agrees not to knowingly use or keep any substance or materials in or about the Premises which may impair the insurance on the Building or increase the hazard of the insurance risk or which is offensive or annoying to other tenants of the Building.

(e) Lessee agrees not to use or permit the use of the Premises to provide laboratory, radiology, physical therapy, or other such services except in connection with routine services for the exclusive use of Lessee’s own private, non-hospitalized patients. Lessee further agrees not to commercially dispense for sale drugs, prescriptions or pharmaceutical items on the Premises during the Lease Term without obtaining the written consent of Lessor. In the event the installation of any radiological or other major clinical, diagnostic or therapeutic equipment is permitted by Lessor, then the installation and maintenance of such equipment must comply with the minimum safety standards prescribed by the Board of Health of the State of Florida, and all expenses for such compliance shall be paid by Lessee.

(f) If Lessee is a medical doctor, or if Lessee is a professional corporation or a partnership whose stockholders, physician-employees or partners are medical doctors, then Lessee, or any such stockholder, physician-employee or partner must maintain in good standing his license to practice medicine in Florida, and must also maintain active or provisional active membership in good standing on the medical staff of Baptist Hospital, Inc., Pensacola, Florida, or its affiliates (“Hospital”).

(g) Lessee agrees not to perform any abortions or other procedures or actions, medical or otherwise, which are injurious to the reputation or welfare of Lessor and of its clientele. In the event that Lessor determines that Lessee is carrying on any such procedure or action, medical or otherwise, which is injurious to Lessor and its clientele, Lessor shall inform Lessee of such determination in writing. Within five (5) days (Saturdays, Sundays and legal holidays excepted) after Lessee receives notice of such determination, Lessee shall cease carrying on such procedure or action; provided, however, that if Lessee within five (5) days (Saturdays, Sundays and legal holidays excepted) after receiving notice of such determination contests the determination in writing to Lessor, Lessor shall submit the matter to a vote of the

 

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tenants of the Building. In the event that tenants who lease in excess of fifty percent (50%) of the lease space in the Building agree, by such vote, with Lessor’s determination that Lessee’s procedure or action is injurious to the reputation or welfare of Lessor or its clientele, Lessee hereby agrees that it will cease such procedure or action within five (5) days after being furnished written notice of the results of such vote; and in the event that Lessee fails to terminate such procedure or action within such five (5) days period, at the end of such period Lessor shall have the absolute power and right to immediately declare Lessee’s failure to so terminate such procedure or action as a breach of this Lease and shall have the power to immediately terminate this Lease and seek damages as provided in Section 22. The notice and opportunity to cure provisions set forth in this Section 5(g) shall be deemed to meet all notice and opportunity to cure provisions set forth in Section 22 hereof.

(h) Lessee agrees to refrain from smoking and prohibits others, including without limitation, Lessee’s invitee, licensees, patients, and guests, from smoking tobacco products, including without limitation, cigarettes, pipes, cigars and other like items, within or on the Premises, including without limitation, elevators, stairwells, halls, and other common areas within the Building.

 

  Section 6. Alterations, Waste, Improvements

(a) Lessee shall commit or permit no waste or injury to the Premises, and Lessee shall not make any alterations, additions or improvements to the Premises, inside or out, structural or non-structural, without the prior written consent of Lessor. Any alterations made by Lessee with Lessor’s consent shall be made at the sole expense of Lessee, with Lessor having no obligations or responsibilities whatsoever in regard thereto.

(b) All partitions, partitioned walls, alterations, additions and improvements erected or made by Lessee and installed on the Premises (except movable office furniture not attached to the Building, medical equipment which may or may not be attached, and other items such as bookcases and cabinets purchased by Lessee) shall be deemed to be part of the real estate and shall remain upon and be surrendered with the Premises upon the termination of this Lease. Lessee shall fully repair damage of any kind or character occasioned by the removal of any fixtures or equipment and shall leave the Premises and Building in a good, clean, sanitary and tenantable condition.

 

  Section 7. Quiet Enjoyment

Lessor hereby covenants with Lessee that upon the performance by Lessee of the agreements herein set forth, Lessee may quietly hold and occupy the Premises without any interruption by Lessor or persons claiming through or under Lessor.

 

  Section 8. Right to Entry

Lessee shall permit Lessor and Lessor’s representatives and independent contractors at any time during usual business hours (or after hours if reasonably deemed necessary by Lessor) and without interfering with Lessee’s business operations to enter the Premises for the purpose of inspecting same, making repairs, removing alterations and additions not in conformity with this Lease, and exhibiting the property for sale, lease, appraisal, or mortgage.

 

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  Section 9. Services

(a) Lessor agrees to provide 110-volt electrical service for lighting and standard light duty office machines, hot and cold potable water, heat, refrigerated air conditioning, window cleaning, janitorial service (including the proper disposal of biohazardous                      bag ® waste), elevator service, building maintenance service, and security service. Lessee agrees not to use any electricity other than as provided immediately above, unless Lessee shall first have obtained the written consent of Lessor. Any extra electricity required by Lessee shall be at its sole expense, as provided in paragraph (b) immediately below. Lessee agrees not to connect to or alter any utilities or equipment provided by Lessor without the written consent of Lessor.

(b) If, at Lessee’s request, Lessor furnishes Lessee with services or utilities beyond those described in paragraph (a) immediately above, Lessee shall pay Lessor for such additional services, at rates commensurate with charges paid by Lessor therefor, within ten (10) days after receipt of a statement from Lessor for such services. If Lessee shall use electrical current other than that described in said paragraph (a) without Lessor’s prior consent, Lessee shall within ten (10) days after receipt of a statement from Lessor pay Lessor for all charges for such electrical current. Lessee shall pay for installation of a “check meter” on the Premises to ascertain its consumption of electricity if Lessor so requests, and will pay, at Lessor’s cost, the difference between charges for the consumption shown thereon and charges that would be attributable to the Premises if Lessee had used electricity only as provided in paragraph (a) above in this Section 9.

(c) Lessor reserves the right to temporarily discontinue the furnishing of heating, air conditioning, elevator, lighting and water services, or any of them, at such times and for such period as may be necessary by reason of accidents, repairs, alterations or improvements. During such time period, Lessor shall not be liable for any loss or damages on account of the discontinuance of services for any of the reasons or circumstances discussed above, and no such disruption shall cause an abatement of rent or operate to release Lessee from any of its obligations under this Lease. However, Lessor shall attempt to commence correction of any disruption of services within eight (8) hours of the time that it first has notice of such disruption. Further, if such interruption does not allow Lessee to use the Premises for the purposes for which it was leased hereunder and such interruption lasts for a period of more than three (3) business days, being days during which Lessee maintains office hours, the rent shall thereafter abate until the interrupted service is restored. If such interruption constitutes only an inconvenience to, but allows Lessee’s use of the Premises and continues for more than ten (10) business days, the rent shall thereafter abate until the interrupted service causing the inconvenience is restored. If such interruption continues for more than thirty (30) days from the date that Lessor first has notice of the interruption, then at the end of such thirty (30) day period Lessee shall have the right to terminate this Lease. Notwithstanding the provisions set forth above in Section 9(c), however, in any situation where Lessor is unable to supply any of the services referred to above by reason of force majeure, as defined in Section 12 below, this Lease may not be terminated for such interruption as long as Lessor is making its reasonable efforts to restore service and is unable to do so through no fault of its own. The provisions of this Section 9(c) shall not apply in any situation where either Section 16 or Section 17 hereof is applicable.

 

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  Section 10. [RESERVED]

 

  Section 11. Repairs

(a) Throughout the term of this Lease, Lessor shall maintain in a good state of repair the plumbing, electrical wiring, exterior doors, exterior windows, and exterior walls of the Premises, and the elevators and common areas, roof and structural portions of the Building.

(b) Throughout the term of this Lease, Lessee shall maintain in good repair the interior walls, interior doors, casework cabinets, ceiling and floor of the Premises, including all interior wall coverings, ceiling coverings, carpets, and other decorations, unless the said walls, ceilings and floor of the Premises are damages as a result of a cause external to the Premises, e.g., the bursting of water pipes in the Building. Lessor shall maintain in good repair all portions of the Premises not required to be maintained in good repair by Lessee. In the event that the cost of any repairs required to be made by Lessee is paid by proceeds of Lessor’s insurance, then Lessor shall make such proceeds available to Lessee to the extent required for such repairs.

(c) Any repairs required to be made by Lessor that result in any disruption of services, as discussed in Section 9 above, shall be cured by Lessor under the provisions of Section 9(c). In the case of any repairs required to be made by Lessor that do not result in a disruption of services, and in the case of any repairs required to be made by Lessee, the party required to make the repairs shall attempt to commence work on such repairs within five (5) days after receiving written notice of the needed repairs from the other party, and once commenced, said work shall be continued and completed within reasonable dispatch provided that the party responsible for the repairs shall not be liable for failure to complete such repairs by reason of a force majeure.

 

  Section 12. Force Majeure

The term “force majeure” as used in this Lease shall include acts of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, wars, blockades, riots, acts of armed forces, epidemics, delays by carriers, inability to obtain materials, acts of public authorities, and any other causes, whether or not enumerated in this Section 12, which causes are beyond the control of the party required to perform.

 

  Section 13. Rules and Regulations

Lessee shall comply with reasonable rules and regulations for the Building which may be adopted by Lessor from time to time. A failure by Lessee to comply with the rules and regulations shall be an event of default under this Lease.

 

  Section 14. Liability, Indemnity and Insurance

(a) Lessee agrees to indemnify and save Lessor harmless from any carelessness, negligence, or improper conduct on the party of Lessee or Lessee’s employees, subtenants (if any), or agents, on, in, or about the Premises or in the halls or other common areas of the Building. Lessor shall not be liable for any damages, loss, or injury to the person,

 

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property, or effects of Lessee or any other person, suffered on, in, or about the Premises by reason of the acts of other tenants. The rent due hereunder shall not be diminished or withheld by reason or on account of any loss or damages described above in this paragraph (a).

(b) Throughout the term of this Lease, Lessee, at its sole cost and expense, and for the mutual benefit of Lessor and Lessee, shall procure, carry, and maintain general public liability insurance or personal injury and property d


 
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