EXHIBIT 10.2
CONSENT OF LANDLORD TO SUBLEASE
This
Consent of Landlord to Sublease (this “Consent”) is
made effective as of the 31st day of March, 2005 (the
“Effective Date”) by and between Insignia Systems,
Inc. (“Tenant”) and Vascular Solutions, Inc.
(“Subtenant”), and IRET – Plymouth, LLC
(“Landlord”).
RECITALS
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A.
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Landlord owns the commercial
office and warehouse property commonly known as “Northgate
I,” located at 6464 Sycamore Court, Maple Grove, Minnesota
(the “Property”), and more particularly described in
the Master Lease (as hereafter defined).
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B.
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By virtue of a “Standard
Commercial Lease” dated as of October 31, 2002 (the
“Master Lease”) between Landlord’s predecessor in
interest and Tenant, Landlord’s predecessor in interest
leased approximately 47,000 square feet of the Property to Tenant
(as specifically described in the Master, Lease, the
“Premises”).
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C.
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Tenant desires to sublease a
portion of Tenant’s interest in and to the Master Lease,
relating to approximately 10,227 square feet of the Premises (the
“Sublet Space”) to Subtenant, and Subtenant desires to
sublease the Sublet Space from Tenant. The proposed sublease
between Tenant and Subtenant is attached hereto as Exhibit
1 (the “Sublease”). The Sublet Space is more
particularly identified on Exhibit B of the Sublease.
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D.
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Landlord desires to consent to
the Sublease, contingent upon the terms and conditions of this
Consent being satisfied by Tenant and Subtenant.
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NOW, THEREFORE , for and in consideration of the Recitals
set forth above, which are deemed a material and substantive part
of this Consent, the parties agree as follows:
1. The
Recitals set forth above are incorporated herein and shall be
deemed terms and provisions hereof.
2. Subject
to the terms, conditions, and agreements contained herein, Landlord
hereby consents to the Subtenant’s sublease of the Premises
from the Tenant.
3. Landlord
shall not be bound by any of the terms, covenants, conditions or
provisions of the Sublease. This Consent is only Landlord’s
consent to the act of subletting by Tenant to Subtenant. Nothing in
this Consent shall be construed as a consent to, or approval or
satisfaction by Landlord of, any of the terms, covenants,
conditions or provisions of the Sublease.
4. Landlord
reserves all of its rights under the Master Lease. The Sublease
shall not enlarge or increase any of Landlord’s obligations
under the Master Lease. The Sublease is at all times subject and
subordinate to the Master Lease, and to all of the covenants,
agreements, terms, provisions, and conditions of the Master Lease
and this Consent.
5. This
Consent shall not be deemed to release or relieve Tenant from any
of its liabilities and obligations under the Master Lease for the
full term thereof, regardless of whether
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rental payments to Landlord are
directly made by Subtenant or continue to be made by Tenant. If at
any time there is an uncured default by Tenant under the Master
Lease, Landlord may require any rental or other payments being made
under the Sublease to be paid directly to Landlord as a credit
against the rentals otherwise due from Tenant under the Master
Lease.
6. Subtenant
shall not do or permit anything to be done in connection with
Subtenant’s occupancy of the Sublet Space that would violate
any of the covenants, agreements, terms, provisions, and conditions
of the Master Lease or this Consent. Any act or omission of
Subtenant (or anyone claiming under or through Subtenant) that
violates any of the provisions of the Master Lease shall be deemed
a violation of the Master Lease by Tenant.
7. Subtenant
shall not, without the prior written consent of Landlord in each
instance, which consent may be withheld or conditioned by Landlord
in its sole discretion: (i) assign the Sublease or this Consent, or
further sublet the Sublet Space or any part thereof; or (ii)
hereafter sublet, take by assignment, or otherwise occupy any space
in the Property other than the Sublet Space. Subtenant agrees that
Tenant may assign its interest in the Sublease to Landlord without
the consent of Subtenant.
8. The
Sublease is subject and subordinate to the mortgage currently in
place on the Property, and to any future mortgage placed on the
Property by Landlord. Subtenant shall execute and deliver an
instrument, in recordable form, as reasonably required by Landlord
or its mortgagee (“Lender”), within ten (10) calendar
days of Landlord’s written request. Any such instrument shall
contain any provisions reasonably required by Lender, including
without limitation provisions whereby Subtenant agrees that Lender
shall not be: (i) liable for any act or omission of Landlord or
Tenant; (ii) liable
