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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:
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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.
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.
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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.
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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.
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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.
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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.
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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.
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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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(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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(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.
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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.
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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.
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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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