Exhibit 10.1
LICENSE
AGREEMENT
LICENSE AGREEMENT
made as of this 18 th day of July, 2008 by and
between MISTRAL CAPITAL MANAGEMENT, LLC, 1325 Avenue of the
Americas, 34 th Floor, New York, New York 10017
(“ Licensor ”) and THE HAIN CELESTIAL GROUP,
INC., 58 South Service Road, Melville, New York 11747 (“
Licensee ”).
BACKGROUND
: Licensor is the
tenant under that certain Lease dated as of July 10, 2007 (“
Lease ”) with 650 Fifth Avenue Company, 650 Fifth
Avenue, New York, New York 10019 (“ Landlord ”)
covering the entire 31 st floor at 650 Fifth Avenue, New
York, New York (“ Leased Premises ”). Licensor
has offered to license a portion of the Leased Premises to Licensee
for use and occupancy as executive offices, to which Licensee has
agreed in accordance with the terms and conditions set forth
herein.
NOW THEREFORE, intending to be
legally bound, Licensor and Licensee hereby agree:
1. Licensed Premises .
Licensor hereby grants Licensee a license to use and occupy a
portion of the Leased Premises for Licensee’s use as
executive offices. Such licensed premises shall include two
(2) offices, two (2) secretarial stations, use of
conference rooms; provided that the need to use a conference room
is scheduled in advance with Licensor, and appropriate file and
storage space commensurate with the size of the aforementioned
offices (collectively, the “ Licensed Premises
”). The exact location and configuration of the Licensed
Premises within the Leased Premises shall be determined by Licensor
and Licensee.
2. Term of License . The term
of this License Agreement hereby granted shall be for a period of
one (1) year, commencing on August 1, 2008 (the “
License Commencement Date ”) and ending one day prior
to the annual anniversary of the License Commencement Date (the
“ Annual License Renewal Date ”), and thereafter
continuing from year to year until either the earlier of
(i) the termination hereof, (ii) the expiration of the
Lease, or (iii) July 31, 2011. Notwithstanding the foregoing,
Licensor and Licensee shall separately and independently have the
right to terminate this License Agre
