exv10w25



 






EXHIBIT 10.25




LEASE AGREEMENT




LIBERTY PROPERTY LIMITED PARTNERSHIP

Landlord




AND




UROPLASTY, INC.

Tenant




AT




5420 Feltl Road

Minnetonka, Minnesota





 









 









LEASE AGREEMENT




INDEX




	 	 	 	 	 
	§	 	     Section	 	Page
	 
	1.
	 	Basic Lease Terms and Definitions	 	1
	2.
	 	Premises	 	2
	3.
	 	Use	 	2
	4.
	 	Term; Possession	 	2
	5.
	 	Rent	 	2
	6.
	 	Operating Expenses	 	2
	7.
	 	Utilities	 	2
	8.
	 	Insurance; Waivers; Indemnification	 	2
	9.
	 	Maintenance and Repairs	 	3
	10.
	 	Compliance	 	3
	11.
	 	Signs	 	4
	12.
	 	Alterations	 	4
	13.
	 	Mechanics’ Liens	 	5
	14.
	 	Landlord’s Right of Entry	 	5
	15.
	 	Damage by Fire or Other Casualty	 	5
	16.
	 	Condemnation	 	5
	17.
	 	Quiet Enjoyment	 	5
	18.
	 	Assignment and Subletting	 	5
	19.
	 	Subordination; Mortgagee’s Rights	 	6
	20.
	 	Tenant’s Certificate; Financial Information	 	6
	21.
	 	Surrender	 	6
	22.
	 	Defaults — Remedies	 	7
	23.
	 	Tenant’s Authority	 	8
	24.
	 	Liability of Landlord	 	8
	25.
	 	Miscellaneous	 	8
	26.
	 	Notices	 	9
	27.
	 	Security Deposit	 	9
	28.
	 	Automatic Funds Transfer	 	9
	29.
	 	Tenant Improvements; Tenant Allowance	 	9
	30.
	 	Expansion Premises; Relocation	 	10
	31.
	 	Parking	 	11
	32.
	 	Common Areas	 	11






Additional Provisions:




 i 




 









 





     THIS LEASE AGREEMENT is made by and between LIBERTY PROPERTY LIMITED PARTNERSHIP, a
Pennsylvania limited partnership (“Landlord”) and UROPLASTY, INC., a corporation organized under
the laws of Minnesota (“Tenant”), and is dated as of the date on which this Lease has been fully
executed by Landlord and Tenant.


1. Basic Lease Terms and Definitions.




     (a) Premises: Suite 5420, consisting of approximately 18,258 rentable square feet as shown on Exhibit “A”.



     (b) Building: Approximate rentable square feet: 18,258

                            Address: 5420 Feltl Road, Minnetonka, Minnesota 55343



     (c) Term: 96 months (plus any partial month from the Commencement Date until the
first day of the next full calendar month during the Term).



     (d) Commencement Date: May 1, 2006, or the date Tenant takes possession of the
Premises, if earlier, subject to the provisions of Section 29 below.



     (e) Expiration Date: The last day of the Term.



     (f) Minimum Annual Rent: Payable in monthly installments as follows:



	 	 	 	 	 	 	 	 	 
	LEASE YEAR	 	ANNUAL	 	 	MONTHLY	 
	1-3
	 	$	138,760.80	 	 	$	11,563.40	 
	4-6
	 	 	140,586.60	 	 	 	11,715.55	 
	7-8
	 	 	142,412.40	 	 	 	11,867.70	 






     (g) Annual Operating Expenses: $81,978.48, payable in monthly installments of
$6,831.54, subject to adjustment as provided in this Lease.



     (h) Tenant’s Share: 100% (also see Definitions)



     (i) Use: Office, light manufacturing and warehouse, provided that no more than
14,600 rentable square feet shall be used as office.



     (j) Security Deposit: $18,400



     (k) Addresses For Notices:



	 	 	 	 	 	 	 
	Landlord:

	 	Liberty Property Limited Partnership
	 	Tenant:
	 	Before the Commencement Date:
	 

	 	10400 Viking Drive, Suite 130
	 	 	 	2718 Summer Street N.E.
	 

	 	Eden Prairie, MN 55344
	 	 	 	Minneapolis, MN 55413-2820
	 

	 	Attn: Vice President/City Manager	 	 	 	 
	 

	 	 	 	 	 	On or after the Commencement Date: Premises






     (l) Guarantor: None



     (m) Additional Defined Terms: See Rider 1 for the definitions of other capitalized
terms.



     (n) Contents: The following are attached to and made a part of this Lease:



	 	 	 	 	 	 	 
	 

	 	Rider 1 – Additional Definitions
	 	Exhibits:
	 	“A” – Plan showing Premises
	 

	 	 	 	 	 	“B” – Building Rules
	 

	 	 	 	 	 	“C” – Estoppel Certificate Form
	 

	 	 	 	 	 	“D” – Initial Tenant Improvements







 









 







2. Premises. Landlord leases to Tenant and Tenant leases from Landlord the
Premises, together with the right in common with others to use the Common Areas. Tenant accepts
the Premises, Building and Common Areas “AS IS”, without relying on any representation, covenant or
warranty by Landlord other than as expressly set forth in this Lease. Landlord and Tenant
stipulate and agree to the rentable square footage set forth in Section 1(a) above without regard
to actual measurement.



3. Use. Tenant shall occupy and use the Premises only for the Use specified in
Section l above. Tenant shall not permit any conduct or condition which may endanger, disturb or
otherwise interfere with any other Building occupant’s normal operations or with the management of
the Building. Tenant shall not use or permit the use of any portion of the Property for outdoor
storage or installations outside of the Premises. Tenant may use all Common Areas only for their
intended purposes. Landlord shall have exclusive control of all Common Areas at all times.



4. Term; Possession. The Term of this Lease shall commence on the Commencement
Date and shall end on the Expiration Date, unless sooner terminated in accordance with this Lease.
If Landlord is delayed in delivering possession of all or any portion of the Premises to Tenant as
of the Commencement Date, Tenant will take possession on the date Landlord delivers possession,
which date will then become the Commencement Date (and the Expiration Date will be extended so that
the length of the Term remains unaffected by such delay). Landlord shall not be liable for any
loss or damage to Tenant resulting from any delay in delivering possession due to the holdover of
any existing tenant or other circumstances outside of Landlord’s reasonable control.



5. Rent. Tenant agrees to pay to Landlord, without demand, deduction or offset,
Minimum Annual Rent and Annual Operating Expenses for the Term. Tenant shall pay the Monthly Rent,
in advance, on the first day of each calendar month during the Term, at Landlord’s address
designated in Section 1 above unless Landlord designates otherwise; provided that Monthly Rent for
the first full month shall be paid at the signing of this Lease. If the Commencement Date is not
the first day of the month, the Monthly Rent for that partial month shall be apportioned on a per
diem basis and shall be paid on or before the Commencement Date. Tenant shall pay Landlord a
service and handling charge equal to 5% of any Rent not paid within 5 days after the date due. In
addition, any Rent, including such charge, not paid within 5 days after the due date will bear
interest at the Interest Rate from the date due to the date paid. The foregoing notwithstanding,
the 5% service and handling charge will be waived for the first late payment in any 12-month
period. If any taxes, special assessments, fees or other charges are imposed against Landlord by
any authority with respect to the Rent, Tenant will pay these amounts to Landlord when due.



6. Operating Expenses. The amount of the Annual Operating Expenses set forth in
Section 1(g) above represents Tenant’s Share of the estimated Operating Expenses for the calendar
year in which the Term commences. Landlord may adjust such amount from time to time if the
estimated Annual Operating Expenses increase or decrease. By April 30th of each year
(and as soon as practical after the expiration or termination of this Lease or, at Landlord’s
option, after a sale of the Property), Landlord shall provide Tenant with a statement of Operating
Expenses for the preceding calendar year or part thereof. Within 30 days after delivery of the
statement to Tenant, Landlord or Tenant shall pay to the other the amount of any overpayment or
deficiency then due from one to the other. If Tenant does not give Landlord notice within 30 days
after receiving Landlord’s statement that Tenant disagrees with the statement and specifying the
items and amounts in dispute, Tenant shall be deemed to have waived the right to contest the
statement. Landlord’s and Tenant’s obligation to pay any overpayment or deficiency due the other
pursuant to this Section shall survive the expiration or termination of this Lease.
Notwithstanding any other provision of this Lease to the contrary, Landlord may, in its reasonable
discretion, determine from time to time the method of computing and allocating Operating Expenses,
including the method of allocating Operating Expenses to various types of space within the Building
to reflect any disparate levels of services provided to different types of space. If the Building
is not fully occupied during any period, Landlord shall make a reasonable adjustment based on
occupancy in computing the Operating Expenses for such period so that Operating Expenses are
computed as though the Building had been fully occupied.



7. Utilities. Tenant shall pay for water, sewer, gas, electricity, heat, power,
telephone and other communication services and any other utilities supplied to the Premises.
Except to the extent Landlord elects to provide any such services and invoice Tenant for the cost
or include the cost in Operating Expenses, Tenant shall obtain service in its own name and timely
pay all charges directly to
the provider. Landlord shall not be responsible or liable for any interruption in such services,
nor shall such interruption affect the continuation or validity of this Lease. Landlord shall have
the exclusive right to select, and to change, the companies providing such services to the Building
or Premises. Any wiring, cabling or other equipment necessary to connect Tenant’s
telecommunications equipment shall be Tenant’s responsibility, and shall be installed in a manner
approved by Landlord. In the event Tenant’s consumption of any utility or other service included
in Operating Expenses is excessive when compared with other occupants of the Property, Landlord may
invoice Tenant separately for, and Tenant shall pay on demand, the cost of Tenant’s excessive
consumption, as reasonably determined by Landlord.



8. Insurance; Waivers; Indemnification.




     (a) Landlord shall maintain insurance against loss or damage to the Building or the
Property with coverage for perils as set forth under the “Causes of Loss-Special Form” or
equivalent property insurance policy in an amount equal to the full



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insurable replacement cost of
the Building (excluding coverage of Tenant’s personal property and any Alterations by Tenant), and
such other insurance, including rent loss coverage, as Landlord may reasonably deem appropriate or
as any Mortgagee may require.



     (b) Tenant, at its expense, shall keep in effect commercial general liability
insurance, including blanket contractual liability insurance, covering Tenant’s use of the
Property, with such coverages and limits of liability as Landlord may reasonably require, but not
less than a $1,000,000 combined single limit with a $5,000,000 general aggregate limit (which
general aggregate limit may be satisfied by an umbrella liability policy) for bodily injury or
property damage; however, such limits shall not limit Tenant’s liability hereunder. The policy
shall name Landlord, Liberty Property Trust and any other associated or affiliated entity as their
interests may appear and at Landlord’s request, any Mortgagee(s), as additional insureds, shall be
written on an “occurrence” basis and not on a “claims made” basis and shall be endorsed to provide
that it is primary to and not contributory to any policies carried by Landlord and to provide that
it shall not be cancelable or reduced without at least 30 days prior notice to Landlord. The
insurer shall be authorized to issue such insurance, licensed to do business and admitted in the
state in which the Property is located and rated at least A VII in the most current edition of
Best’s Insurance Reports. Tenant shall deliver to Landlord on or before the Commencement Date or
any earlier date on which Tenant accesses the Premises, and at least 30 days prior to the date of
each policy renewal, a certificate of insurance evidencing such coverage.



     (c) Landlord and Tenant each waive, and release each other from and against, all
claims for recovery against the other for any loss or damage to the property of such party arising
out of fire or other casualty coverable by a standard “Causes of Loss-Special Form” property
insurance policy with, in the case of Tenant, such endorsements and additional coverages as are
considered good business practice in Tenant’s business, even if such loss or damage shall be
brought about by the fault or negligence of the other party or its Agents; provided, however, such
waiver by Landlord shall not be effective with respect to Tenant’s liability described in Sections
9(b) and 10(d) below. This waiver and release is effective regardless of whether the releasing
party actually maintains the insurance described above in this subsection and is not limited to the
amount of insurance actually carried, or to the actual proceeds received after a loss. Each party
shall have its insurance company that issues its property coverage waive any rights of subrogation,
and shall have the insurance company include an endorsement acknowledging this waiver, if
necessary. Tenant assumes all risk of damage of Tenant’s property within the Property, including
any loss or damage caused by water leakage, fire, windstorm, explosion, theft, act of any other
tenant, or other cause.



     (d) Subject to subsection (c) above, and except to the extent caused by the
negligence or willful misconduct of Landlord or its Agents, Tenant will indemnify, defend, and hold
harmless Landlord and its Agents from and against any and all claims, actions, damages, liability
and expense (including fees of attorneys, investigators and experts) which may be asserted against,
imposed upon, or incurred by Landlord or its Agents and arising out of or in connection with loss
of life, personal injury or damage to property in or about the Premises or arising out of the
occupancy or use of the Property by Tenant or its Agents or occasioned wholly or in part by any act
or omission of Tenant or its Agents, whether prior to, during or after the Term. Tenant’s
obligations pursuant to this subsection shall survive the expiration or termination of this Lease.


9. Maintenance and Repairs.




     (a) Landlord shall Maintain the: (i) Building footings, foundations, structural
steel columns and girders at Landlord’s sole expense; (ii) Building roof maintenance and
non-structural maintenance of exterior walls; (iii) Building Systems; and (iv) Common Areas.
Costs incurred by Landlord under the foregoing subsections (ii), (iii) and (iv) will be included in
Operating Expenses, provided that to the extent any heating, ventilation and air conditioning
system, or other Building System, equipment or fixture exclusively serves the Premises, Landlord
may elect either to Maintain the same at Tenant’s sole expense
and bill Tenant directly or by notice to Tenant require Tenant to Maintain the same at
Tenant’s expense. If Tenant becomes aware of any condition that is Landlord’s responsibility to
repair, Tenant shall promptly notify Landlord of the condition. Landlord agrees to deliver the
Building and Building Systems in proper working condition on the Commencement Date.



     (b) Except as provided in subsection (a) above, Tenant at its sole expense shall
Maintain the Premises and all fixtures and equipment in the Premises. All repairs and replacements
by Tenant shall utilize materials and equipment which are comparable to those originally used in
constructing the Building and Premises. Alterations, repairs and replacements to the Property,
including the Premises, made necessary because of Tenant’s Alterations or installations, any use or
circumstances special or particular to Tenant, or any act or omission of Tenant or its Agents shall
be made by Landlord or Tenant as set forth above, but at the sole expense of Tenant to the extent
not covered by any applicable insurance proceeds paid to Landlord.


10. Compliance.




     (a) Tenant will, at its expense, promptly comply with all Laws now or subsequently
pertaining to the Premises or Tenant’s use or occupancy. Tenant will pay any taxes or other
charges by any authority on Tenant’s property or trade fixtures or relating to Tenant’s use of the
Premises. Neither Tenant nor its Agents shall use the Premises in any manner that under any Law



3









 







would require Landlord to make any Alteration to or in the Building or Common Areas (without
limiting the foregoing, Tenant shall not use the Premises in any manner that would cause the
Premises or the Property to be deemed a “place of public accommodation” under the ADA if such use
would require any such Alteration). Tenant shall be responsible for compliance with the ADA, and
any other Laws regarding accessibility, with respect to the Premises; provided, however, that
Landlord represents that as of the Commencement Date the Building and the Premises will be in
compliance with the ADA, and any other Laws regarding accessibility, with respect to the Premises.



     (b) Tenant will comply, and will cause its Agents to comply, with the Building
Rules.



     (c) Tenant agrees not to do anything or fail to do anything which will increase the
cost of Landlord’s insurance or which will prevent Landlord from procuring policies (including
public liability) from companies and in a form satisfactory to Landlord. If any breach of the
preceding sentence by Tenant causes the rate of fire or other insurance to be increased, Tenant
shall pay the amount of such increase as additional Rent within 30 days after being billed.



     (d) Tenant agrees that (i) no activity will be conducted on the Premises that will
use or produce any Hazardous Materials, except for activities which are part of the ordinary course
of Tenant’s business and are conducted in accordance with all Environmental Laws (“Permitted
Activities”); (ii) the Premises will not be used for storage of any Hazardous Materials, except for
materials used in the Permitted Activities which are properly stored in a manner and location
complying with all Environmental Laws; (iii) no portion of the Premises or Property will be used by
Tenant or Tenant’s Agents for disposal of Hazardous Materials; (iv) Tenant will deliver to Landlord
copies of all Material Safety Data Sheets and other written information prepared by manufacturers,
importers or suppliers of any chemical; and (v) Tenant will immediately notify Landlord of any
violation by Tenant or Tenant’s Agents of any Environmental Laws or the release or suspected
release of Hazardous Materials in, under or about the Premises, and Tenant shall immediately
deliver to Landlord a copy of any notice, filing or permit sent or received by Tenant with respect
to the foregoing. If at any time during or after the Term, any portion of the Property is found to
be contaminated by Tenant or Tenant’s Agents or subject to conditions prohibited in this Lease
caused by Tenant or Tenant’s Agents, Tenant will indemnify, defend and hold Landlord harmless from
all claims, demands, actions, liabilities, costs, expenses, attorneys’ fees, damages and
obligations of any nature arising from or as a result thereof, and Landlord shall have the right to
direct remediation activities, all of which shall be performed at Tenant’s cost. Tenant’s
obligations pursuant to this subsection shall survive the expiration or termination of this Lease.


11. Signs. Tenant shall not place any signs on the Property without the prior
consent of Landlord, other than signs that are located wholly within the interior of the Premises
and not visible from the exterior of the Premises. The foregoing notwithstanding, Tenant may have
one exterior sign at Tenant’s entrance. The design, size and location of Tenant’s signage shall be
consistent with Landlord’s sign criteria and otherwise subject to Landlord’s approval, which
approval shall not be unreasonably withheld. Tenant shall cause all Tenant signage to comply with
all Laws. Tenant shall maintain all signs installed by Tenant in good condition. All Tenant
signage shall be installed and maintained at Tenant’s sole cost and expense. Tenant shall remove
its signs at the termination of this Lease, shall repair any resulting damage, and shall restore
the Property to its condition existing prior to the installation of Tenant’s signs.



12. Alterations. Except for non-structural Alterations that (i) do not exceed
$5,000 in the aggregate, (ii) are not visible from the exterior of the Premises, (iii) do not
affect any Building System or the structural strength of the Building, (iv) do not require
penetrations into the floor, ceiling or walls, and (v) do not require work within the walls, below
the floor or above the ceiling, Tenant shall not make or permit any Alterations in or to the
Premises without first obtaining Landlord’s consent, which consent shall not be unreasonably
withheld. With respect to any Alterations made by or on behalf of Tenant (whether or not the
Alteration requires Landlord’s consent): (i) not less than 10 days prior to commencing any
Alteration, Tenant shall deliver to Landlord the plans, specifications and necessary permits for
the Alteration, together with certificates evidencing that Tenant’s contractors and subcontractors
have adequate insurance coverage naming Landlord, Liberty Property Trust and any other associated
or affiliated entity as their interests may appear as additional insureds, (ii) Tenant shall obtain
Landlord’s prior written approval of any contractor or subcontractor, (iii) the Alteration shall be
constructed with new materials, in a good and workmanlike manner, and in compliance with all Laws
and the plans and specifications delivered to, and, if required above, approved by Landlord, (iv)
Tenant shall pay Landlord all reasonable actual out-of-pocket costs and expenses, if any, paid by
Landlord to outside architects, engineers or similar third parties in connection with Landlord’s
review of Tenant’s plans and specifications, and of any supervision or inspection of the
construction Landlord deems necessary, and (v) upon Landlord’s request Tenant shall, prior to
commencing any Alteration, provide Landlord reasonable security against liens arising out of such
construction. Any Alteration by Tenant shall be the property of Tenant until the expiration or
termination of this Lease; at that time without payment by Landlord the Alteration shall remain on
the Property and become the property of Landlord unless either (i) Landlord gives notice to Tenant
to remove it, or (ii) Tenant elects to remove it, and, in either of such cases Tenant will remove
it, will repair any resulting damage and will restore the Premises to the condition existing prior
to Tenant’s Alteration. At Tenant’s request prior to Tenant making any Alterations, Landlord will
notify Tenant whether Tenant is required to remove the Alterations at the expiration or termination
of this Lease. Tenant shall have no right or obligation to remove the Initial Tenant


4









 






 Improvements.
Tenant may install its trade fixtures, furniture and equipment in the Premises, provided that the
installation and removal of them will not affect any structural portion of the Property, any
Building System or any other equipment or facilities serving the Building or any occupant.



13. Mechanics’ Liens. Tenant promptly shall pay for any labor, services,
materials, supplies or equipment furnished to Tenant in or about the Premises. Tenant shall keep
the Premises and the Property free from any liens arising out of any labor, services, materials,
supplies or equipment furnished or alleged to have been furnished to Tenant. Tenant shall take all
steps permitted by law in order to avoid the imposition of any such lien. Should any such lien or
notice of such lien be filed against the Premises or the Property, Tenant shall discharge the same
by bonding at one hundred percent of the amount or otherwise within 30 days after Tenant has notice
that the lien or claim is filed regardless of the validity of such lien or claim.



14. Landlord’s Right of Entry. Tenant shall permit Landlord and its Agents to
enter the Premises at all reasonable times following reasonable notice (except in an emergency) to
inspect, Maintain, or make Alterations to the Premises or Property, to exhibit the Premises for the
purpose of sale or financing, and, during the last 12 months of the Term, to exhibit the Premises
to any prospective tenant. Landlord will make reasonable efforts not to inconvenience Tenant in
exercising such rights, but Landlord shall not be liable for any interference with Tenant’s
occupancy resulting from Landlord’s entry.



15. Damage by Fire or Other Casualty. If the Premises or Common Areas shall be
damaged or destroyed by fire or other casualty, Tenant shall promptly notify Landlord, and
Landlord, subject to the conditions set forth in this Section, shall repair such damage and restore
the Premises or Common Areas to substantially the same condition in which they were immediately
prior to such damage or destruction, but not including the repair, restoration or replacement of
the fixtures, equipment, or Alterations installed by or on behalf of Tenant. Landlord shall notify
Tenant, within 30 days after the date of the casualty, if Landlord anticipates that the restoration
will take more than 180 days from the date of the casualty to complete; in such event, either
Landlord or Tenant (unless the damage was caused by Tenant) may terminate this Lease effective as
of the date of casualty by giving notice to the other within 10 days after Landlord’s notice. If a
casualty occurs during the last 12 months of the Term, Landlord may terminate this Lease unless
Tenant has the right to extend the Term for at least 3 more years and does so within 30 days after
the date of the casualty. Moreover, Landlord may terminate this Lease if the loss is not covered
by the insurance required to be maintained by Landlord under this Lease. Tenant will receive an
abatement of Minimum Annual Rent and Annual Operating Expenses to the extent the Premises are
rendered untenantable as a result of the casualty.



16. Condemnation. If (a) all of the Premises are Taken, (b) any part of the Premises is Taken and the remainder is
insufficient for the reasonable operation of Tenant’s business, or (c) any of the Property is
Taken, and, in Landlord’s opinion, it would be impractical or the condemnation proceeds are
insufficient to restore the remainder, then this Lease shall terminate as of the date the
condemning authority takes possession. If this Lease is not terminated, Landlord shall restore the
Building to a condition as near as reasonably possible to the condition prior to the Taking, the
Minimum Annual Rent shall be abated for the period of time all or a part of the Premises is
untenantable in proportion to the square foot area untenantable, and this Lease shall be amended
appropriately. The compensation awarded for a Taking shall belong to Landlord. Except for any
relocation benefits to which Tenant may be entitled, Tenant hereby assigns all claims against the
condemning authority to Landlord, including, but not limited to, any claim relating to Tenant’s
leasehold estate.



17. Quiet Enjoyment. Landlord covenants that Tenant, upon performing all of its
covenants, agreements and conditions of this Lease, shall have quiet and peaceful possession of the
Premises as against anyone claiming by or through Landlord, subject, however, to the terms of this
Lease.



18. Assignment and Subletting.




     (a) Except as provided in Section (b) below, Tenant shall not enter into nor permit
any Transfer voluntarily or by operation of law, without the prior consent of Landlord, which
consent shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord’s
consent shall not be considered unreasonably withheld if (i) the proposed transferee is an existing
tenant of Landlord or an affiliate of Landlord, (ii) the business (Landlord’s approval of the
business of the proposed transferee will not be unreasonably withheld) or creditworthiness of the
proposed transferee is unacceptable to Landlord, (iii) Landlord or an affiliate of Landlord has
comparable space available for lease by the proposed transferee or (iv) Tenant is in default under
this Lease or any act or omission has occurred which would constitute a default with the giving of
notice and/or the passage of time. A consent to one Transfer shall not be deemed to be a consent to
any subsequent Transfer. In no event shall any Transfer relieve Tenant from any obligation under
this Lease. Landlord’s acceptance of Rent from any person shall not be deemed to be a waiver by
Landlord of any provision of this Lease or to be a consent to any Transfer. Any Transfer not in
conformity with this Section 18 shall be void at the option of Landlord.



     (b) Landlord’s consent shall not be required in the event of any Transfer by Tenant
to an Affiliate provided that (i) the Affiliate has a tangible net worth at least equal to that of
Tenant as of the date of this Lease, (ii) Tenant provides Landlord



5









 







notice of the Transfer at least
15 days prior to the effective date, together with current financial statements of the Affiliate
certified by an executive officer of the Affiliate, and (iii) in the case of an assignment or
sublease, Tenant delivers to Landlord an assumption agreement reasonably acceptable to Landlord
executed by Tenant and the Affiliate, together with a certificate of insurance evidencing the
Affiliate’s compliance with the insurance requirements of Tenant under this Lease.



     (c) The provisions of subsection (a) above notwithstanding, if Tenant proposes to
Transfer all of the Premises (other than to an Affiliate), Landlord may terminate this Lease,
either conditioned on execution of a new lease between Landlord and the proposed transferee or
without that condition. If Tenant proposes to enter into a Transfer of less than all of the
Premises (other than to an Affiliate), Landlord may amend this Lease to remove the portion of the
Premises to be transferred, either conditioned on execution of a new lease between Landlord and the
proposed transferee or without that condition. If this Lease is not so terminated or amended,
Tenant shall pay to Landlord, immediately upon receipt, the excess of (i) all compensation received
by Tenant for the Transfer over (ii) the Rent allocable to the Premises transferred.



     (d) If Tenant requests Landlord’s consent to a Transfer, Tenant shall provide
Landlord, at least 15 days prior to the proposed Transfer, current financial statements of the
transferee certified by an executive officer of the transferee, a complete copy of the proposed
Transfer documents, and any other information Landlord reasonably requests. Immediately following
any approved assignment or sublease, Tenant shall deliver to Landlord an assumption agreement
reasonably acceptable to Landlord executed by Tenant and the transferee, together with a
certificate of insurance evidencing the transferee’s compliance with the insurance requirements of
Tenant under this Lease. Tenant agrees to reimburse Landlord for reasonable administrative and
attorneys’ fees in connection with the processing and documentation of any Transfer for which
Landlord’s consent is requested.


19. Subordination; Mortgagee’s Rights.




     (a) Tenant accepts this Lease subject and subordinate to any Mortgage now or in the
future affecting the Premises, provided that Tenant’s right of possession of the Premises shall not
be disturbed by the Mortgagee so long as Tenant is not in default under this Lease. This clause
shall be self-operative, but within 10 days after written request, Tenant shall execute and deliver
any further instruments confirming the subordination of this Lease and any further instruments of
attornment that the Mortgagee may reasonably request. However, any Mortgagee may at any time
subordinate its Mortgage to this Lease, without Tenant’s consent, by giving written notice to
Tenant, and this Lease shall then be deemed prior to such Mortgage without regard to their
respective dates of execution and delivery; provided that such subordination shall not affect any
Mortgagee’s rights with respect to condemnation awards, casualty insurance proceeds, intervening
liens or any right which shall arise between the recording of such Mortgage and the execution of
this Lease.



     (b) No Mortgagee shall be (i) liable for any act or omission of a prior landlord,
(ii) subject to any rental offsets or defenses against a prior landlord, (iii) bound by any
amendment of this Lease made without its written consent, or (iv) bound by payment of Monthly Rent
more than one month in advance or liable for any other funds paid by Tenant to Landlord unless such
funds actually have been transferred to the Mortgagee by Landlord.



     (c) The provisions of Sections 15 and 16 above notwithstanding, Landlord’s
obligation to restore the Premises after a casualty or condemnation shall be subject to the consent
and prior rights of any Mortgagee.


20. Tenant’s Certificate; Financial Information. Within 10 days after Landlord’s
written request from time to time, (a) Tenant shall execute, acknowledge and deliver to Landlord,
for the benefit of Landlord, Mortgagee, any prospective Mortgagee, and any prospective purchaser of
Landlord’s interest in the Property, an estoppel certificate in the form of attached Exhibit “C”
(or other form requested by Landlord), modified as necessary to accurately state the facts
represented, and (b) Tenant shall furnish to Landlord, Landlord’s Mortgagee, prospective Mortgagee
and/or prospective purchaser reasonably requested financial information, which shall be limited to
publicly available financial information so long as Tenant is a public company traded on a national
stock exchange.



21. Surrender.




     (a) On the date on which this Lease expires or terminates, Tenant shall return
possession of the Premises to Landlord in good condition, except for ordinary wear and tear, and
except for casualty damage or other conditions that Tenant is not required to remedy under this
Lease. Prior to the expiration or termination of this Lease, Tenant shall remove from the Property
all furniture, trade fixtures, equipment (unless Landlord and Tenant agree otherwise), and all
other personal property installed by Tenant or its assignees or subtenants. Tenant shall repair
any damage resulting from such removal and shall restore the Property to good order and condition.
Any of Tenant’s personal property not removed as required shall be deemed abandoned, and Landlord,
at Tenant’s expense, may remove, store, sell or otherwise dispose of such property in such manner
as Landlord may see fit and/or Landlord may retain such property or sale proceeds as its property.
If Tenant does not return



6









 







possession of the Premises to Landlord in the condition required under
this Lease, Tenant shall pay Landlord the actual costs incurred by Landlord to remove and restore.



     (b) Subject to subsection (c) below, if Tenant remains in possession of the Premises
after the expiration or termination of this Lease, Tenant’s occupancy of the Premises shall be that
of a tenancy at will. Tenant’s occupancy during any holdover period shall otherwise be subject to
the provisions of this Lease (unless clearly inapplicable), except that the Monthly Rent shall be
double the Monthly Rent payable for the last full month immediately preceding the holdover. No
holdover or payment by Tenant after the expiration or termination of this Lease shall operate to
extend the Term or prevent Landlord from immediate recovery of possession of the Premises by
summary proceedings or otherwise. Any provision in this Lease to the contrary notwithstanding, any
holdover by Tenant shall constitute a default on the part of Tenant under this Lease entitling
Landlord to exercise, without obligation to provide Tenant any notice or cure period, all of the
remedies available to Landlord in the event of a Tenant default, and Tenant shall be liable for all
damages, including consequential damages, that Landlord suffers as a result of the holdover.



     (c) Provided no Event of Default on the part of Tenant has occurred and is
continuing, Tenant shall have the right to extend the Lease Term for a 3-month holdover period by
giving Landlord written notice of Tenant’s election to so extend the Term not less than 6 months
prior to the Expiration Date. If Tenant timely provides such notice, the Term will be extended for
3 months at an Annual Minimum Rent equal to 150% of the Annual Minimum Rent in effect during the
last lease year of the Term.


22. Defaults — Remedies.




     (a) It shall be an Event of Default:



     (i) If Tenant does not pay in full when due any and all Rent and, except as provided
in Section 22(c) below, Tenant fails to cure such default on or before the date that is 5 days
after Landlord gives Tenant written notice of default;



     (ii) If Tenant enters into or permits any Transfer in violation of Section 18 above;



     (iii) If Tenant fails to observe and perform or otherwise breaches any other
provision of this Lease, and, except as provided in Section 22(c) below, Tenant fails to cure the
default on or before the date that is 30 days after Landlord gives Tenant notice of default;
provided, however, if the default cannot reasonably be cured within 30 days following Landlord’s
giving of written notice, Tenant shall be afforded additional reasonable time (not to exceed 30
days following Landlord’s notice) to cure the default if Tenant begins to cure the default within
30 days following Landlord’s written notice and continues diligently in good faith to completely
cure the default; or



     (iv) If Tenant becomes insolvent or makes a general assignment for the benefit of
creditors or offers a settlement to creditors, or if a petition in bankruptcy or for reorganization
or for an arrangement with creditors under any federal or state law is filed by or against Tenant,
or a bill in equity or other proceeding for the appointment of a receiver for any of Tenant’s
assets is commenced, or if any of the real or personal property of Tenant shall be levied upon;
provided that any proceeding brought by anyone other than Landlord or Tenant under any bankruptcy,
insolvency, receivership or similar law shall not constitute an Event of Default until such
proceeding has continued unstayed for more than 60 consecutive days.



     (b) If an Event of Default occurs, Landlord shall have the following rights and
remedies:



     (i) Landlord, without any obligation to do so, may elect to cure the default on
behalf of Tenant, in which event Tenant shall reimburse Landlord upon demand for any sums paid or
costs incurred by Landlord in curing the default, plus interest at the Interest Rate from the
respective dates of Landlord’s incurring such costs, which sums and costs together with interest at
the Interest Rate shall be deemed additional Rent;



     (ii) To enter and repossess the Premises, and remove all persons and all or any
property, by action at law or otherwise. Landlord may, at Landlord’s option, make Alterations and
repairs in order to relet the Premises and relet all or any part(s) of the Premises for Tenant’s
account. Tenant agrees to pay to Landlord on demand any deficiency (taking into account all costs
incurred by Landlord) that may arise by reason of such reletting. In the event of reletting
without termination of this Lease, Landlord may at any time thereafter elect to terminate this
Lease for such previous breach;



     (iii) To accelerate the whole or any part of the Rent for the balance of the Term,
and declare the same to be immediately due and payable; and



     (iv) To terminate this Lease.



7









 





     (c) Any provision to the contrary in this Section 22 notwithstanding, (i) Landlord
shall not be required to give Tenant the notice and opportunity to cure provided in Section 22(a)
above more than twice in any consecutive 12-month period, and thereafter Landlord may declare an
Event of Default without affording Tenant any of the notice and cure rights provided under this
Lease, and (ii) Landlord shall not be required to give such notice prior to exercising its rights
under Section 22(b) if Tenant fails to comply with the provisions of Sections 13, 20 or 27 or in an
emergency.



     (d) No waiver by Landlord of any breach by Tenant shall be a waiver of any
subsequent breach, nor shall any forbearance by Landlord to seek a remedy for any breach by Tenant
be a waiver by Landlord of any rights and remedies with respect to such or any subsequent breach.
Efforts by Landlord to mitigate the damages caused by Tenant’s default shall not constitute a
waiver of Landlord’s right to recover damages hereunder. No right or remedy herein conferred upon
or reserved to Landlord is intended to be exclusive of any other right or remedy provided herein or
by law, but each shall be cumulative and in addition to every other right or remedy given herein or
now or hereafter existing at law or in equity. No payment by Tenant or receipt or acceptance by
Landlord of a lesser amount than the total amount due Landlord under this Lease shall be deemed to
be other than on account, nor shall any endorsement or statement on any check or payment be deemed
an accord and satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord’s right to recover the balance of Rent due, or Landlord’s right to pursue any other
available remedy.



     (e) If either party commences an action against the other party arising out of or in
connection with this Lease, the prevailing party shall be entitled to have and recover from the
other party reasonable attorneys’ fees, costs of suit, investigation expenses and discovery costs,
including costs of appeal.



     (f) Landlord and Tenant waive the right to a trial by jury in any action or
proceeding based upon or related to, the subject matter of this Lease, and agree that any trial
shall be a bench trial.


23. Tenant’s Authority. Tenant represents and warrants to Landlord that: (a)
Tenant is duly formed, validly existing and in good standing under the laws of the state under
which Tenant is organized, and qualified to do business in the state in which the Property is
located, and (b) the person(s) signing this Lease are duly authorized to execute and deliver this
Lease on behalf of Tenant.



24. Liability of Landlord. The word “Landlord” in this Lease includes the
Landlord executing this Lease as well as its successors and assigns, each of which shall have the
same rights, remedies, powers, authorities and privileges as it would have had it originally signed
this Lease as Landlord. Any such person or entity, whether or not named in this Lease, shall have
no liability under this Lease after it ceases to hold title to the Premises except for obligations
already accrued (and, as to any unapplied portion of Tenant’s Security Deposit, Landlord shall be
relieved of all liability upon transfer of such portion to its successor in interest). Tenant
shall look solely to Landlord’s successor in interest for the performance of the covenants and
obligations of the Landlord hereunder which subsequently accrue. Landlord shall not be deemed to
be in default under this Lease unless Tenant gives Landlord notice specifying the default and
Landlord fails to cure the default within a reasonable period following Tenant’s notice. In no
event shall Landlord be liable to Tenant for any loss of business or profits of Tenant or for
consequential, punitive or special damages of any kind. Neither Landlord nor any principal of
Landlord nor any owner of the Property, whether disclosed or undisclosed, shall have any personal
liability with respect to any of the provisions of this Lease or the Premises; Tenant shall look
solely to the equity of Landlord in the Property for the satisfaction of any claim by Tenant
against Landlord.



25. Miscellaneous.




     (a) The captions in this Lease are for convenience only, are not a part of this
Lease and do not in any way define, limit, describe or amplify the terms of this Lease.



     (b) This Lease represents the entire agreement between the parties hereto and there
are no collateral or oral agreements or understandings between Landlord and Tenant with respect to
the Premises or the Property. No rights, easements or licenses are acquired in the Property or any
land adjacent to the Property by Tenant by implication or otherwise except as expressly set forth
in this Lease. This Lease shall not be modified in any manner except by an instrument in writing
executed by the parties. The masculine (or neuter) pronoun and the singular number shall include
the masculine, feminine and neuter genders and the singular and plural number. The word
“including” followed by any specific item(s) is deemed to refer to examples rather than to be words
of limitation. The word “person” includes a natural person, a partnership, a corporation, a
limited liability company, an association and any other form of business association or entity.
Both parties having participated fully and equally in the negotiation and preparation of this
Lease, this Lease shall not be more strictly construed, nor any ambiguities in this Lease resolved,
against either Landlord or Tenant.



8









 





     (c) Each covenant, agreement, obligation, term, condition or other provision
contained in this Lease shall be deemed and construed as a separate and independent covenant of the
party bound by, undertaking or making the same, not dependent on any other provision of this Lease
unless otherwise expressly provided. All of the terms and conditions set forth in this Lease shall
apply throughout the Term unless otherwise expressly set forth herein.



     (d) If any provisions of this Lease shall be declared unenforceable in any respect,
such unenforceability shall not affect any other provision of this Lease, and each such provision
shall be deemed to be modified, if possible, in such a manner as to render it enforceable and to
preserve to the extent possible the intent of the parties as set forth herein. This Lease shall be
construed and enforced in accordance with the laws of the state in which the Property is located.



     (e) This Lease shall be binding upon and inure to the benefit of Landlord and Tenant
and their respective heirs, personal representatives and permitted successors and assigns. All
persons liable for the obligations of Tenant under this Lease shall be jointly and severally liable
for such obligations.



     (f) Tenant shall not record this Lease or any memorandum without Landlord’s prior
consent.


26. Notices. Any notice, consent or other communication under this Lease shall
be in writing and addressed to Landlord or Tenant at their respective addresses specified in
Section 1 above (or to such other address as either may designate by notice to the other) with a
copy to any Mortgagee or other party designated by Landlord. Each notice or other communication
shall be deemed given if sent by prepaid overnight delivery service or by certified mail, return
receipt requested, postage prepaid or in any other manner, with delivery in any case evidenced by a
receipt, and shall be deemed to have been given on the day of actual delivery to the intended
recipient or on the business day delivery is refused. The giving of notice by Landlord’s
attorneys, representatives and agents under this Section shall be deemed to be the acts of
Landlord.



27. Security Deposit. At the time of signing this Lease, Tenant shall deposit
with Landlord the Security Deposit to be retained by Landlord as cash security for the faithful
performance and observance by Tenant of the provisions of this Lease. Tenant shall not be entitled
to any interest on the Security Deposit. Landlord shall have the right to commingle the Security
Deposit with its other funds. Landlord may use the whole or any part of the Security Deposit for
the payment of any amount as to which Tenant is in default or to compensate Landlord for any loss
or damage it may suffer by reason of Tenant’s default under this Lease. If Landlord uses all or
any portion of the Security Deposit as herein provided, within 10 days after demand, Tenant shall
pay Landlord cash in an amount equal to that portion of the Security Deposit used by Landlord. If
Tenant complies fully and faithfully with all of the provisions of this Lease, the Security Deposit
shall be returned to Tenant after the Expiration Date and surrender of the Premises to Landlord.



28. Automatic Funds Transfer. At Landlord’s option, Monthly Rent payments shall
be made automatically via electronic funds transfer to an account designated by Landlord from an
account of Tenant designated by Tenant.



29. Tenant Improvements; Tenant Allowance.




     (a) Defined Terms. The date set forth in Section 1(d) of this Lease is defined as
the “Target Completion Date” and the “Commencement Date” is the date set forth in subsection (d)
below.



     (b) Completion by Landlord. Landlord shall complete the leasehold improvements in
and to the Premises in accordance with the fit plan prepared by WCL Associates, Inc. attached to
this Lease as “Exhibit D” (the “Initial Tenant Improvements”). The Initial Tenant Improvements
shall be substantially completed ready for use and occupancy by Tenant on or about the Target
Completion Date, subject to extension for delays due to any cause beyond the reasonable control of
Landlord or Landlord’s contractors or suppliers. All construction shall be done in a good and
workmanlike manner. Landlord agrees to complete such construction at Tenant’s sole expense equal
to the aggregate of all costs, expenses and fees incurred by or on behalf of Landlord in connection
therewith (the “Tenant’s Cost”), including without limitation (i) architectural, engineering and
design costs, (ii) the cost charged to Landlord by Landlord’s general contractor and all
subcontractors for performing such construction, (iii) the cost to Landlord of performing directly
any portion of such construction and (iv) an administrative and construction management fee for
Landlord’s supervision of such construction in an amount equal to two percent (2%) of the aggregate
costs incurred by or on behalf of Landlord in connection with such construction. Landlord agrees
to credit Tenant with an allowance equal to the lesser of the Tenant’s Cost or $280,000 (the
“Tenant Allowance”). If the Tenant’s Cost to complete the Initial Tenant Improvements is less than
the Tenant Allowance, Tenant will receive a credit for the balance to be used for future leasehold
improvements during the term of the Lease. If the Tenant’s Cost to complete the Initial Tenant
Improvements exceeds the Tenant Allowance, Tenant will be responsible for such excess costs.
Tenant agrees to pay to Landlord, within 10 days of being billed therefor, the excess (if any) of
the Tenant’s Cost above the Tenant Allowance. If it is anticipated that the Tenant’s Cost will
significantly exceed the Tenant Allowance, at Landlord’s request Tenant shall establish an escrow
with Landlord or



9









 







provide Landlord other reasonable security for payment of Tenant’s Costs in excess
of the Tenant Allowance. Landlord will put the Initial Tenant Improvements out for bid to at least
3 general contractors, and the selection of the general contractor to be awarded the contract will
be made mutually by Tenant and Landlord. The general contract will be administered on an “open
book” basis. Tenant’s occupancy of the Premises shall constitute acceptance of the Premises,
including all work to be completed by Landlord under this Section.



     (c) Access. Upon substantial completion of the Initial Tenant Improvements, Tenant
shall be afforded access to the Premises, at Tenant’s own risk, expense and responsibility, for
purposes of installing Tenant’s furniture, trade fixtures and equipment. In addition, if permitted
by the City (as evidenced by a certificate of occupancy), Tenant may occupy the office portion of
the Premises as of April 15, 2006. In connection with any such access prior to the Commencement
Date, Tenant shall abide by the terms and conditions of this Lease including carrying the insurance
specified by the Lease, as if the term of this Lease had already commenced, except that Tenant
shall have no obligation to pay Monthly Rent until the Commencement Date. Tenant shall also pay
the charges for all utilities furnished to the Premises during Tenant’s early-access period, as
reasonably estimated by Landlord. Landlord shall provide Tenant at least five (5) working days
after substantial completion of the Initial Tenant Improvements to install its furniture, trade
fixture and equipment prior to the Lease Commencement Date.



     (d) Commencement Date. The Term of this lease shall commence on the later of the
Target Completion Date or the date of substantial completion of the improvements to be constructed
by Landlord under subsection (c) above but, in any event, no later than the date on which Tenant
occupies the Premises (the “Commencement Date”), however, if the date of substantial completion is
delayed by Tenant, the Term shall commence as if the Premises were substantially complete on the
Target Completion Date, as extended for reasons other than those caused by Tenant. At the request
of either party, Landlord and Tenant will enter into a certificate confirming the Commencement Date
and Expiration Date of this Lease.



     (e) Additional Landlord Work. Landlord agrees to complete the following additional
work in or about the Building at Landlord’s sole cost and expense: replace the concrete walkway at
the entrance of the Building; provide a new concrete slab at the loading door; make ADA-required
modifications to the restrooms; paint the window mullions; and repair and/or replace landscaping
around the front entry to the Building.


30. Expansion Premises; Relocation. To accommodate Tenant’s possible future
expansion needs, Landlord agrees as follows. If after the 5th Lease Year Tenant informs
Landlord that it desires to relocate into different premises that are at least 50% larger than the
Premises, Landlord will use reasonable efforts to identify suitable expansion premises, if any,
within Landlord’s existing portfolio of properties in the area. Should Landlord and Tenant enter
into a new lease for the replacement premises, Landlord agrees to permit Tenant to terminate this
Lease effective upon the date Tenant has occupied the replacement premises under the new lease with
Landlord and commenced payment of minimum annual rental and operating expenses thereunder, subject,
however to the following terms and conditions:





	 	(1)	 	Tenant shall not be in default of any material term or condition of this Lease
nor shall any event have occurred that, with the giving of notice and/or the passage of
time, would constitute such a default;
	 
	 	(2)	 	the new lease must be for at least 27,387 rentable square feet and be binding
upon Tenant (i.e. any contingencies or pre-rent commencement termination rights in favor
of Tenant must have been waived or lapsed or tenant’s termination of its existing lease
must be conditioned on the lapse or waiver of any such rights under the new lease);
	 
	 	(3)	 	Landlord need not enter into a new lease with Tenant or permit such termination
of this Lease unless Landlord is satisfied, in its reasonable discretion, with the
creditworthiness of Tenant at that time, with due consideration of the increased
obligations of Tenant under the contemplated new lease.






Nothing herein shall be construed as a commitment or an obligation on the part of Landlord or
Tenant to enter into such new lease, or as a commitment on the part of Landlord or Tenant as
to the terms of such new lease.


This Section shall apply only while Liberty Property Limited Partnership is the landlord under this
Lease, and this Section shall terminate upon the sale or other disposition of Liberty’s interest in
the Building. Without limiting the foregoing, the obligations under this Section shall not bind
any present or future Mortgagee of the Property.




	 	 	 	 	 	 	 
	 

	 	Landlord’s approval:	 	 	 	 
	 

	 	 	 	 

Senior Vice President, Regional Director
	 	 






10









 





31. Parking. Tenant shall be entitled to the use of 70 parking spaces for Uroplasty’s employees without
charge. Such parking shall be nonexclusive, undesignated and unreserved parking provided as part
of the Building’s common area parking facilities. Tenant shall not utilize parking in excess of
the number afforded Tenant in this lease.



32. Common Areas. So long as Tenant or its permitted transferee is occupying
100% of the Building, Tenant or its permitted transferee shall have the exclusive use of the
Building’s Common Areas for their intended purposes, subject to Landlord’s rights to enter the same
for all proper purposes permitted under this Lease. The foregoing notwithstanding, Tenant will not
have the exclusive use of the parking areas serving the Building.




     Landlord and Tenant have executed this Lease on the respective date(s) set forth below.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Landlord:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	LIBERTY PROPERTY LIMITED PARTNERSHIP
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Liberty Property Trust, Sole General Partner
	Date signed:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name: Robert L. Kiel
	 

	 	 	 	 	 	 	 	Title: Senior Vice President/Regional Director
	 
	 	 	 	 	 	 	 	 
	Date signed:	 	 	 	Tenant:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	UROPLASTY, INC.
	 


	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:

Title:







11









 








Rider 1 to Lease Agreement




(Multi-Tenant Industrial)




ADDITIONAL DEFINITIONS



“ADA” means the Americans With Disabilities Act of 1990 (42 U.S.C. § 1201 et seq.), as amended and
supplemented from time to time.



“Affiliate” means (i) any entity controlling, controlled by, or under common control of, Tenant,
(ii) any successor to Tenant by merger, consolidation or reorganization, and (iii) any purchaser of
all or substantially all of the assets of Tenant as a going concern.



“Agents” of a party means such party’s employees, agents, representatives, contractors, licensees
or invitees.



“Alteration” means any addition, alteration or improvement to the Premises or Property, as the case
may be.



“Building Rules” means the rules and regulations attached to this Lease as Exhibit “B” as they may
be amended from time to time.



“Building Systems” means any electrical, mechanical, plumbing, heating, ventilating, air
conditioning, sprinkler, life safety or security systems serving the Building.



“Common Areas” means all areas and facilities as provided by Landlord from time to time for the use
or enjoyment of all tenants in the Building or Property, including, if applicable, driveways,
sidewalks, parking, loading and landscaped areas.



“Environmental Laws” means all present or future federal, state or local laws, ordinances, rules or
regulations (including the rules and regulations of the federal Environmental Protection Agency and
comparable state agency) relating to the protection of human health or the environment.



“Event of Default” means a default described in Section 22(a) of this Lease.



“Hazardous Materials” means pollutants, contaminants, toxic or hazardous wastes or other materials
the removal of which is required or the use of which is regulated, restricted, or prohibited by any
Environmental Law.



“Interest Rate” means interest at the rate of 1 1/2% per month.



“Land” means the lot or plot of land on which the Building is situated or the portion thereof
allocated by Landlord to the Building.



“Laws” means all laws, ordinances, rules, orders, regulations, guidelines and other requirements of
federal, state or local governmental authorities or of any private association or contained in any
restrictive covenants or other declarations or agreements, now or subsequently pertaining to the
Property or the use and occupation of the Property.



“Lease Year” means the period from the Commencement Date through the succeeding 12 full calendar
months (including for the first Lease Year any partial month from the Commencement Date until the
first day of the first full calendar month) and each successive 12-month period thereafter during
the Term.



“Maintain” means to provide such maintenance, repair and, to the extent necessary and appropriate,
replacement, as may be needed to keep the subject property in good condition and repair.



“Monthly Rent” means the monthly installment of Minimum Annual Rent plus the monthly installment of
estimated Annual Operating Expenses payable by Tenant under this Lease.




Page 1 of 2









 







“Mortgage” means any mortgage, deed of trust or other lien or encumbrance on Landlord’s interest in
the Property or any portion thereof, including without limitation any ground or master lease if
Landlord’s interest is or becomes a leasehold estate.



“Mortgagee” means the holder of any Mortgage, including any ground or master lessor if Landlord’s
interest is or becomes a leasehold estate.



“Operating Expenses” means all costs, charges and expenses incurred or charged by Landlord in
connection with the ownership, operation, maintenance and repair of, and services provided to, the
Property, including, but not limited to, (i) the charges at standard retail rates for any utilities
provided by Landlord pursuant to Section 7 of this Lease, (ii) the cost of insurance carried by
Landlord pursuant to Section 8 of this Lease together with the cost of any deductible paid by
Landlord in connection with an insured loss, (iii) Landlord’s cost to Maintain the Property,
subject to the provisions of Section 9 of this Lease, (iv) the cost of trash collection, (v) all
levies, taxes (including real estate taxes, sales taxes and gross receipt taxes), assessments,
liens, license and permit fees, together with the reasonable cost of contesting any of the
foregoing, which are applicable to the Term, and which are imposed by any authority or under any
Law, or pursuant to any recorded covenants or agreements, upon or with respect to the Property, or
any improvements thereto, or directly upon this Lease or the Rent or upon amounts payable by any
subtenants or other occupants of the Premises, or against Landlord because of Landlord’s estate or
interest in the Property, (vi) the annual amortization (over their estimated economic useful life)
of the costs of capital improvements or replacements, (vii) a management and administrative fee
(provided, however, that Tenant’s Share of the management and administrative fee shall not exceed
4% of gross Rent payable by Tenant), and (viii) a tenant service charge. The foregoing
notwithstanding, Operating Expenses will not include: (i) depreciation on the Building, (ii)
financing and refinancing costs (except as provided above), interest on debt or amortization
payments on any mortgage, or rental under any ground or underlying lease, (iii) leasing
commissions, advertising expenses, tenant improvements or other costs directly related to the
leasing of the Property, or (iv) income, excess profits or corporate capital stock tax imposed or
assessed upon Landlord, unless such tax or any similar tax is levied or assessed in lieu of all or
any part of any taxes includable in Operating Expenses above. If Landlord elects to prepay real
estate taxes during any discount period, Landlord shall be entitled to the benefit of any such
prepayment. Landlord shall have the right to directly perform (by itself or through an affiliate)
any services provided under this Lease provided that the Landlord’s charges included in Operating
Expenses for any such services shall not exceed competitive market rates for comparable services.



“Property” means the Land, the Building, the Common Areas, and all appurtenances to them.



“Rent” means the Minimum Annual Rent, Annual Operating Expenses and any other amounts payable by
Tenant to Landlord under this Lease.



“Taken” or “Taking” means acquisition by a public authority having the power of eminent domain by
condemnation or conveyance in lieu of condemnation.



“Tenant’s Share” means the percentage obtained by dividing the rentable square feet of the Premises
by the rentable square feet of the Building, as set forth in Section 1 of this Lease.



“Transfer” means (i) any assignment, transfer, pledge or other encumbrance of all or a portion of
Tenant’s interest in this Lease, or (ii) any sublease, license or concession of all or a portion of
Tenant’s interest in the Premises.





Page 2 of 2









 








EXHIBIT “B”




BUILDING RULES




     1. Any sidewalks, lobbies, passages and stairways shall not be obstructed or used by
Tenant for any purpose other than ingress and egress from and to the Premises. Landlord shall in
all cases retain the right to control or prevent access by all persons whose presence, in the
judgment of Landlord, shall be prejudicial to the safety, peace or character of the Property.



     2. The toilet rooms, toilets, urinals, sinks, faucets, plumbing or other service
apparatus of any kind shall not be used for any purposes other than those for which they were
installed, and no sweepings, rubbish, rags, ashes, chemicals or other refuse or injurious
substances shall be placed therein or used in connection therewith or left in any lobbies,
passages, elevators or stairways.



     3. Tenant shall not impair in any way the fire safety system and shall comply with
all safety, fire protection and evacuation procedures and regulations established by Landlord or
any governmental agency. No person shall go on the roof without Landlord’s prior permission.



     4. Skylights, windows, doors and transoms shall not be covered or obstructed by
Tenant, and Tenant shall not install any window covering which would affect the exterior appearance
of the Building, except as approved in writing by Landlord. Tenant shall not remove, without
Landlord’s prior written consent, any shades, blinds or curtains in the Premises.



     5. Without Landlord’s prior written consent, Tenant shall not hang, install, mount,
suspend or attach anything from or to any sprinkler, plumbing, utility or other lines. If Tenant
hangs, installs, mounts, suspends or attaches anything from or to any doors, windows, walls, floors
or ceilings, Tenant shall spackle and sand all holes and repair any damage caused thereby or by the
removal thereof at or prior to the expiration or termination of the Lease. If Tenant elects to
seal the floor, Tenant shall seal the entire unfinished floor area within the Premises.



     6. Tenant shall not change any locks nor place additional locks upon any doors.



     7. Tenant shall not use nor keep in the Building any matter having an offensive
odor, nor explosive or highly flammable material (unless stored in compliance with all applicable
Laws and used in the ordinary course of Tenant’s business), nor shall any animals other than
handicap assistance dogs in the company of their masters be brought into or kept in or about the
Property.



     8. If Tenant desires to introduce electrical, signaling, telegraphic, telephonic,
protective alarm or other wires, apparatus or devices that will be hard wired into the Building’s
electrical or other systems, Landlord shall direct where and how the same are to be placed, and
except as so directed, no installation boring or cutting shall be permitted. Landlord shall have
the right to prevent and to cut off the transmission of excessive or dangerous current of
electricity or annoyances into or through the Building or the Premises and to require the changing
of wiring connections or layout at Tenant’s expense, to the extent that Landlord may deem
necessary, and further to require compliance with such reasonable rules as Landlord may establish
relating thereto, and in the event of non-compliance with the requirements or rules, Landlord shall
have the right immediately to cut wiring or to do what it considers necessary to remove the danger,
annoyance or electrical interference with apparatus in any part of the Building. All wires
installed by Tenant must be clearly tagged at the distributing boards and junction boxes and
elsewhere where required by Landlord, with the number of the office to which said wires lead, and
the purpose for which the wires respectively are used, together with the name of the concern, if
any, operating same.



     9. Tenant shall not place weights anywhere beyond the safe carrying capacity of the
Building.



     10. The use of rooms as sleeping quarters is strictly prohibited at all times.



     11. Tenant shall have the right, at Tenant’s sole risk and responsibility, to use
only Tenant’s Share of the parking spaces at the Property as reasonably determined by Landlord.
Tenant shall comply with all parking regulations promulgated by Landlord from time to time for the
orderly use of the vehicle parking areas, including without limitation the following: Parking shall
be limited to automobiles, passenger or equivalent vans, motorcycles, light four wheel pickup
trucks and (in designated areas) bicycles. No vehicles shall be left in the parking lot overnight
without Landlord’s prior written approval. Parked vehicles shall not be used for vending or any
other business or other activity while parked in the parking areas. Vehicles shall be parked only
in striped parking spaces, except for loading and unloading, which shall occur solely in zones
marked for such purpose, and be so conducted as to not unreasonably interfere with traffic flow
within the Property or with



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loading and unloading areas of other tenants. Employee and tenant vehicles shall not be
parked in spaces marked for visitor parking or other specific use. All vehicles entering or
parking in the parking areas shall do so at owner’s sole risk and Landlord assumes no
responsibility for any damage, destruction, vandalism or theft. Tenant shall cooperate with
Landlord in any measures implemented by Landlord to control abuse of the parking areas, including
without limitation access control programs, tenant and guest vehicle identification programs, and
validated parking programs, provided that no such validated parking program shall result in Tenant
being charged for spaces to which it has a right to free use under its Lease. Each vehicle owner
shall promptly respond to any sounding vehicle alarm or horn, and failure to do so may result in
temporary or permanent exclusion of such vehicle from the parking areas. Any vehicle which
violates the parking regulations may be cited, towed at the expense of the owner, temporarily or
permanently excluded from the parking areas, or subject to other lawful consequence.



     12. If Landlord designates the Building as a non-smoking building, Tenant and its
Agents shall not smoke in the Building nor at the Building entrances and exits.



     13. If at Tenant’s request, Landlord consents to Tenant having a dumpster at the
Property, Tenant shall locate the dumpster in the area designated by Landlord and shall keep and
maintain the dumpster clean and painted with lids and doors in good working order and, at
Landlord’s request, locked.



     14. Tenant shall provide Landlord with a written identification of any vendors
engaged by Tenant to perform services for Tenant at the Premises (examples: cleaners, security
guards/monitors, trash haulers, telecommunications installers/maintenance).



     15. Tenant shall comply with any move-in/move-out rules provided by Landlord.



     16. Tenant shall cause all of Tenant’s Agents to comply with these Building Rules.



     17. Landlord reserves the right to rescind, suspend or modify any rules or
regulations and to make such other rules and regulations as, in Landlord’s reasonable judgment, may
from time to time be needed for the safety, care, maintenance, operation and cleanliness of the
Property. Notice of any action by Landlord referred to in this section, given to Tenant, shall
have the same force and effect as if originally made a part of the foregoing Lease. New rules or
regulations will not, however, be unreasonably inconsistent with the proper and rightful enjoyment
of the Premises by Tenant under the Lease.



     18. These Building Rules are not intended to give Tenant any rights or claims in the
event that Landlord does not enforce any of them against any other tenants or if Landlord does not
have the right to enforce them against any other tenants and such nonenforcement will not
constitute a waiver as to Tenant.




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EXHIBIT “C”




TENANT ESTOPPEL CERTIFICATE




     Please refer to the documents described in Schedule 1 hereto, (the “Lease Documents”)
including the “Lease” therein described; all defined terms in this Certificate shall have the same
meanings as set forth in the Lease unless otherwise expressly set forth herein. The undersigned
Tenant hereby certifies that it is the tenant under the Lease. Tenant hereby further acknowledges
that it has been advised that the Lease may be collaterally assigned in connection with a proposed
financing secured by the Property and/or may be assigned in connection with a sale of the Property
and certifies both to Landlord and to any and all prospective mortgagees and purchasers of the
Property, including any trustee on behalf of any holders of notes or other similar instruments, any
holders from time to time of such notes or other instruments, and their respective successors and
assigns (the “Beneficiaries”) that as of the date hereof:



     1. The information set forth in attached Schedule 1 is true and correct.



     2. Tenant is in occupancy of the Premises and the Lease is in full force and effect,
and, except by such writings as are identified on Schedule l, has not been modified, assigned,
supplemented or amended since its original execution, nor are there any other agreements between
Landlord and Tenant concerning the Premises, whether oral or written.



     3. All conditions and agreements under the Lease to be satisfied or performed by
Landlord have been satisfied and performed.



     4. Tenant is not in default under the Lease Documents, Tenant has not received any
notice of default under the Lease Documents, and, to Tenant’s knowledge, there are no events which
have occurred that, with the giving of notice and/or the passage of time, would result in a default
by Tenant under the Lease Documents.



     5. Tenant has not paid any Rent due under the Lease more than 30 days in advance of
the date due under the Lease and Tenant has no rights of setoff, counterclaim, concession or other
rights of diminution of any Rent due and payable under the Lease except as set forth in Schedule 1.



     6. To Tenant’s knowledge, there are no uncured defaults on the part of Landlord
under the Lease Documents, Tenant has not sent any notice of default under the Lease Documents to
Landlord, and there are no events which have occurred that, with the giving of notice and/or the
passage of time, would result in a default by Landlord thereunder, and that at the present time
Tenant has no claim against Landlord under the Lease Documents.



     7. Except as expressly set forth in Part G of Schedule 1, there are no provisions
for any, and Tenant has no, options with respect to the Premises or all or any portion of the
Property.



     8. No action, voluntary or involuntary, is pending against Tenant under federal or
state bankruptcy or insolvency law.



     9. The undersigned has the authority to execute and deliver this Certificate on
behalf of Tenant and acknowledges that all Beneficiaries will rely upon this Certificate in
purchasing the Property or extending credit to Landlord or its successors in interest.



     10. This Certificate shall be binding upon the successors, assigns and
representatives of Tenant and any party claiming through or under Tenant and shall inure to the
benefit of all Beneficiaries.



     IN
WITNESS WHEREOF, Tenant has executed this Certificate this ___ day of                     , 2___.



	 	 	 
	 
	 	 
	 

	 	 
	 

	 	Name of Tenant






	 	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





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SCHEDULE 1 TO TENANT ESTOPPEL CERTIFICATE




Lease Documents, Lease Terms and Current Status





	A.	 	Date of Lease:
	 
	B.	 	Parties:






	 	1.  Landlord:
	 
	 	2. Tenant:






	C.	 	Premises:
	 
	D.	 	Modifications, Assignments, Supplements or Amendments to Lease:
	 
	E.	 	Commencement Date:
	 
	F.	 	Expiration of Current Term:
	 
	G.	 	Option Rights:
	 
	H.	 	Security Deposit Paid to Landlord: $
	 
	I.	 	Current Minimum Annual Rent: $
	 
	J.	 	Current Annual Operating Expenses: $
	 
	K.	 	Current Total Rent: $
	 
	L.	 	Square Feet Demised:






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