exv10w1






Exhibit 10.1




LEASE AGREEMENT




LANDLORD and TENANT agree to lease the premises for the term, at the rent stated herein, and
subject to the following terms and conditions (“LANDLORD” and “TENANT” include all landlords and
all tenants under this Lease):



	 	 	 
	 

	 	DATE OF LEASE:       January 9, 2008
	 
	 	 
	LANDLORD:

	 	1101 ASSOCIATES, LP
	c/o:

	 	Needleman Management Company, Inc.
	 

	 	1060 North Kings Highway; Suite 250
	 

	 	Cherry Hill, NJ 08034
	 
	 	 
	TENANT:

	 	TRM CORPORATION
	 

	 	1521 Locust Street, Suite 200
	 

	 	Philadelphia, PA 19102
	 
	 	 
	BUILDING:

	 	1101 North Kings Highway; Cherry Hill, NJ; 08034
	LEASED PREMISES:

	 	SUITE: G100       SIZE: 3000 SF






	 	 	 	 	 	 	 
	TERM: Thirty-eight (38) months

	 	SECURITY DEPOSIT:
	 	$	3750	 
	Proposed commencement: 03/01/2008

	 	% OF BUILDING:
	 	 	07.00	 
	Proposed termination: 04/30/2011

	 	BASE YEAR:
	 	 	2008	 






RENT FOR THE TERM IS:       $141,756.00




     Rent is payable in advance on the first day of each month as follows:




	 	 	 
	03/01/2008-04/30/2008:
	 	No rent due
	05/01/2008-04/30/2009:
	 	$45,000/year; $3750/month
	05/01/2009-04/30/2010:
	 	$47,256/year; $3938/month
	05/01/2010-04/30/2011:
	 	$49,500/year; $4125/month






JANITORIAL SERVICES ARE INCLUDED IN BASE RENT.

UTILITY USE CHARGES ARE INCLUDED IN BASE RENT.

SEE SECTION 32 FOR OPTION TERMS.




	 	 	 
	PLEASE MAKE CHECKS PAYABLE TO:

	 	1101 ASSOCIATES, LP
	FORWARD TO:

	 	Needleman Management Company, Inc.
	 

	 	1060 North Kings Highway; Suite 250
	 

	 	Cherry Hill, NJ 08034






	 	 	 	 	 	 	 
	LIABILITY INSURANCE:

	 	Minimum amount for each person injured:
	 	$	1,000,000	 
	 

	 	Minimum amount for any accident:
	 	$	1,000,000	 
	 

	 	Minimum amount for property damage:
	 	$	1,000,000	 






 









 






	 	 	 
	BROKER:

	 	Landlord and Tenant recognize MARKEIM-CHALMERS, INC.
as the Broker who brought about this Lease.
	 
	USE OF RENTAL SPACE:

	 	Business office with ancillary use.






1. ADDITIONAL RENT. As additional rent, Tenant to pay pro rata share (07.00%) of increases
over the Base Year (2008) of real estate and related taxes, and the aggregate cost of
maintaining and operating the Building and its common areas.



Costs of operating and maintaining the Building will include by way of example rather than
limitation, costs of snow and ice removal; maintenance of elevator and elevator equipment if
applicable, and parking lot and lighting equipment; cleaning and trash removal; repair and
maintenance of storm and sewer system; electricity used in common areas, where applicable;
repainting and maintenance of signs and light standards; exterior painting, landscaping, materials
and services; management fees; and, insurance (general liability, loss of rent, fire and additional
hazard insurance, and other insurance as Landlord deems necessary) which benefit all tenants in the
Building. Notwithstanding the foregoing, costs of maintaining and operating the Building will
exclude capital improvements, leasing improvements, and tenant improvement work. The first billing
for any of these escalation costs will be presented for payment in early 2010 and will be
calculated by taking 2009 expenses in excess of the 2008 Base Year Expenses. Sums
billed under this paragraph will be due and payable by Tenant within 20 days after receipt of bills
from Landlord for the first occurring year, and are to be paid monthly (estimated amount) for
subsequent years. The building is approximately 95% occupied. To the best of Landlord’s knowledge
no significant tenant plans to vacate the Building in 2008.



In addition to the initial billing, Tenant will begin paying 1/12 of this amount toward the 2009
estimated escalation billing. This amount will then be adjusted annually based upon an actual
accounting of the completed year’s experience.



All sums or some or any of them, may become due by reason of the failure of Tenant to comply with
the terms and conditions of this Lease, and all damages, costs and expenses Landlord may suffer or
incur by reason of any default by Tenant, and any damages to the demised premises caused by any act
or omission of Tenant, will be payable within fifteen (15) days after receipt of bills from
Landlord.



2. LATE CHARGE. If the Minimum Rent or any Additional Rent is not paid within ten (10)
days from the date same is due, Landlord, at its option, may charge a late fee of five percent (5%)
of the amount due.



3. INSURANCE. Tenant will obtain and keep in effect throughout the Term, insurance policy
or policies, issued by any insurance carrier reasonably satisfactory to Landlord, providing general
comprehensive public liability insurance against claims for personal injury (including death) and
property damage in amounts as stated on Page 1 of this Lease. Said policy shall name Landlord as an



 









 







Additional Insured. Tenant must provide Landlord current evidence of insurance upon execution of
this Lease, and within fifteen (15) days of the expiration date of the then current policy.



4. WAIVER OF SUBROGATION. Each party hereto waives any cause of action it might have
against the other party on account of any loss or damage insured against under any insurance policy
including without limitation liability insurance policies (to the extent such loss or damage is
recoverable under such insurance policy) that covers the Building, the Leased Premises, Landlord’s
or Tenant’s fixtures, personal property, leasehold improvements or business, and which names
Landlord or Tenant, as the case may be, as a party insured. All insurance policies maintained by
Landlord or Tenant will, at such parties cost and expenses, if any, contain provisions, waiving the
carrier’s rights of recovery under subrogation or otherwise against the other party.



5. BUILDING SERVICES; MAINTENANCE.



(A) Landlord will provide, within professional standards on each item, the following services and
facilities:




(1) Cleaning and maintenance of common areas in the building;




(2) Water and sewer service;




(3) Janitorial service (five business days per week)




(4) Tenant has control of both HVAC units that service the Premises via thermostats
therein. Landlord is responsible for maintaining the HVAC units and thermostats.
Tenant may set the thermostat at a selected temperature. The temperature within the
Premises is presumed acceptable at no less than 68o and no more than 78o dependent
on the season and time of day.




(5) Landlord will undertake, at its sole cost and expense, any and all repairs
necessary to maintain the heating, plumbing, air conditioning and electrical
systems, as well as windows, floors (excluding carpeting) and all other structural
items which constitute a part of the Building and Leased Premises and are installed
or furnished by Landlord; provided, however, Landlord will not be obligated to
undertake any of such repairs until the expiration of a reasonable period of time
following notice from Tenant that such repair is needed, which, in no event shall be
longer than 10 calendar days except with respect to HVAC or water and sewer services
which shall be addressed within 24 hours, and Landlord will use best efforts to
resume service thereafter. In no event will Landlord be obligated under this
subparagraph to pay for the repair to correct any damage caused by any act,
omission or negligence of Tenant or its employees, agents, invitees, licensees,
subtenants, or contractors; however Landlord agrees to take responsibility for
appropriate repairs..




	(B)	 	Landlord does not warrant the services and facilities provided for in subparagraph (A) above
will be free from slowdown, interruption or stoppage pursuant to voluntary agreement by and
between Landlord and governmental bodies and regulatory agencies, or caused by the
maintenance, repair, substitution, renewal, replacement or improvements of any of the
equipment, involved in the furnishing of any such services or facilities, or caused by changes
of services, alterations, strikes, lockouts, labor controversies, fuel shortages, accidents, acts




 









 






	 	 	of God or the elements or any other cause beyond the reasonable control of Landlord;
and specifically, no such slowdown, interruption or stoppage will cause any abatement of
Rent or Additional Rent payable hereunder or in any manner or for any purpose relieves
Tenant from any of its obligations hereunder, except if such slowdown or interruption
extends beyond ten (10) consecutive business days, and in no event will Landlord be liable
for damage to persons or property or be in default hereunder as a result of such slowdown,
interruption or stoppage. Landlord agrees to use reasonable diligence to resume the
affected service upon any cessation of such slowdowns, interruption or stoppage.






	(C)	 	Except to the extent Landlord is obligated to undertake repairs as provided hereinabove,
Tenant will keep the Leased Premises and the fixtures contained therein in good, neat and
orderly condition, reasonable wear and tear excepted.






	(D)	 	Landlord will not be liable by reason of any injury to or interference with Tenant’s business
arising from the making of any repairs, alterations, additions or improvements to the Leased
Premises or the Building or to any appurtenances or equipment therein. It being understood,
though, Landlord will cooperate with Tenant and interfere as little as reasonably practicable
with the conduct of Tenant’s business. There will be no abatement of Rent because of such
repairs, alterations, additions or improvements, until after the completion of fourteen (14)
business days from the original problem.





6. ALTERATIONS AFTER COMMENCEMENT OF LEASE. Tenant will not make or permit to be made any
alterations, improvements or additions to the Leased Premises without, on each occasion, first
presenting to Landlord plans and specifications therefor and obtaining Landlord’s prior written
consent thereto, which consent will not be unreasonably withheld. If Landlord will consent to such
proposed alterations, improvements and additions, Tenant will make the proposed alterations,
improvements and additions at Tenant’s sole cost and expense; provided, however: (i) all such
alterations will be performed in a good and workmanlike manner, in accordance with all applicable
laws, ordinances, codes, rules and regulations, including but not limited to the ADA Code; (ii)
such alterations, improvements, and additions will not impair the structural integrity of the
Building or any other improvements or reduce the value of the Leased Premises; (iii) Tenant will
take or cause to be taken all steps as required or permitted by law in order to avoid the
impositions of any mechanic’s, laborer’s or materialman’s lien(s) upon the Leased Premises or
Building; and, (iv) the occupants of the Building and of any adjoining real estate owned by
Landlord will not be disturbed in any respect with their use and occupancy by reason thereof. All
alterations, improvements and additions to the Leased Premises which are constructed, installed or
otherwise made by Tenant will be the property of Tenant until the expiration or sooner termination
of this Lease, at which time all such alterations, improvements and additions will remain on the
Leased Premises and become the property of Landlord without payment therefor by Landlord, unless
prior to the termination of this Lease, Landlord will give notice to Tenant to remove the same; in
which event Tenant will remove such alterations, improvements and additions, and repair and restore
any damage to the Leased Premises caused by the installation and removal thereof.



 









 





7. COMPLIANCE WITH LAWS; PERMITTED ACTIVITIES. Tenant, at its sole cost and expense, will
comply with all laws, ordinances and regulations of federal, state and local authorities and with
any direction of any public officer(s), which will impose any violation, order or duty upon Tenant
with respect to the Leased Premises or the use and occupancy thereof, including, but not limited
to, obtaining any and all licenses and permits required for the conduct of its business within the
terms and conditions of this Lease.



Tenant will not do or permit anything to be done in or about the Leased Premises nor bring or keep
anything therein which will in any way increase the existing rate of fire or other insurance policy
covering the Leased Premises or any part thereof. In the event of any such increase of an existing
rate of insurance, or cancellation of any insurance policy, Tenant will bear the full cost of said
increase upon presentation by Landlord.



8. LANDLORD’S RIGHT TO ENTRY. Landlord and persons authorized by Landlord may enter the
Leased Premises at all reasonable times for the purpose of making such inspections, repairs,
alterations to adjoining space, appraisals as Landlord may require or for other reasonable purposes
including, but not limited to, exhibiting Leased Premises to prospective purchasers, tenants and/or
mortgagees and enforcement of Landlord’s rights under Lease. Landlord will not be liable for
inconvenience to, or disturbance of Tenant by reason of any such entry. Notwithstanding the
foregoing, Landlord will use reasonable efforts, during such entry to not unreasonably interfere
with Tenant’s use of the Leased Premises, and will provide Tenant with advance notice except in the
event of an emergency.



9. DAMAGE BY FIRE OR OTHER CASUALTY. In the event of any damage or loss to the Leased
Premises by reason of fire or other casualty, Tenant will give immediate notice thereof to
Landlord. If the Leased Premises are partially damaged or destroyed by fire or other casualty,
Landlord will notify Tenant within thirty (30) days after the fire or casualty, whether or not the
Leased Premises can be restored within one hundred twenty (120) days from such notice. In the
Landlord’s sole judgment, if the Leased Premises can be restored within one hundred twenty (120)
days, Landlord will restore the same at Landlord’s expense and will use its best efforts to
complete restoration within said time period. In the event the damage cannot be restored within
one hundred twenty (120) days, either party, by written notice to the other within five (5) days
after receipt of such notice, to be effective thirty (30) days after receipt of such notice, may
terminate this Lease and all obligations hereunder. Notwithstanding the foregoing, in no event
will Landlord be obligated to expend for any repairs or restoration an amount in excess of the
insurance proceeds recovered by Landlord on account of such damage or destruction.


In the event of repair or restoration as herein provided, Minimum Rent and Additional Rent will be
abated equitably, in a manner proportionate with the degree in which Tenant’s use of the Leased
Premises is impaired commencing the date of destruction and continuing during the period of
restoration. Tenant will continue operation of its business in the Leased Premises during any such
period to the extent commercially practicable and the obligation of Tenant hereunder to pay all
other charges set forth herein will remain in full force and effect. Tenant will not be entitled
to actual or



 









 







consequential damages or other compensation or damages from Landlord for loss of use of the whole
or any part of the Leased Premises, or the Building which forms a part of the Leased Premises,
Tenant’s personal property or any inconvenience or annoyance occasioned by such damage or
reconstruction. Notwithstanding the foregoing to the contrary, if any such fire or other casualty
is as a result of the negligence or willful acts of Tenant, Tenant will not have the right to
terminate this Lease as aforesaid, and Tenant will, at Tenant’s sole cost and expense, promptly
repair and restore the Leased Premises, and any portion of the Building so damaged as a result of
Tenant’s conduct.



10. INDEMNIFICATION. Tenant will defend, indemnify and hold Landlord harmless from and
against any and all loss, cost, liabilities, penalties, damages, expenses (including reasonable
attorneys’ fees) and judgments, which may be imposed upon, incurred by, or asserted against
Landlord by reason of any violation by Tenant of the provisions of this Lease, or any injury to
persons or property of any nature and however caused, arising out of the use, occupancy and control
of the Leased Premises at any time during the Term of this Lease or any extension thereof, unless
caused by the willful act or gross negligence of Landlord.



Landlord will defend, indemnify and hold Tenant harmless from and against any and all loss, cost,
liabilities, penalties, damages, expenses (including reasonable attorneys’ fees) and judgments,
which may be imposed upon, incurred by, or asserted against Tenant by reason of any violation by
Landlord of the provisions of this Lease, or any injury to persons or property of any nature and
however caused, arising out of the use, occupancy and control of the Leased Premises at any time
during the Term of this Lease or any extension thereof, unless caused by the willful act or gross
negligence of Tenant.



11. CONDEMNATION. If more than twenty-five percent (25%) of the floor area of the Leased
Premises is taken or condemned for a public or quasi-public use (a sale in lieu of condemnation to
be deemed a taking or condemnation for purposes of this Lease), this Lease will, at either party’s
option, upon written notice to the other within fifteen (15) days of the date of such taking or
condemnation, terminate as of the date the right of possession in the Leased Premises or portion
thereof terminates. The Minimum Rent and Additional Rent herein reserved will be apportioned and
paid in full by Tenant to Landlord to that date and all Minimum Rent and Additional Rent prepaid
for periods beyond that date will forthwith be repaid by Landlord to Tenant and neither party will
thereafter have any liability hereunder.



If less than twenty-five percent (25%) of the floor area of the Leased Premises is taken, or if
neither Landlord nor Tenant has elected to terminate this Lease pursuant to the above paragraph,
Minimum Rent and Additional Rent will be equitably reduced in proportion to the area of the Leased
Premises which has been take for the balance of the Term.



If all or part of the Leased Premises are taken or condemned, Landlord will be entitled to all
compensation awarded upon such condemnation or taking, and Tenant will have no claim thereto,



 









 







and
Tenant hereby expressly waives, relinquishes and releases to Landlord any claim for damages or
other compensation to which Tenant might otherwise be entitled because of any such taking or
limitation of the leasehold estate hereby created, and irrevocably assigns and transfers to
Landlord any right to compensation or damages to which Tenant may be entitled by reason of the
condemnation of all or a part of the Leased Premises, or the leasehold estate. Notwithstanding the
foregoing, Tenant will have the right to make a claim for removal and moving expenses and business
dislocation damages which may be separately payable to tenants in general under New Jersey law,
provided such payment does not reduce the award otherwise payable to Landlord.



12. MECHANICS LIENS. Tenant will promptly pay all contractors and material men for work
ordered by Tenant or performed for Tenant’s account, so as to minimize the possibility of a lien
attaching to the Leased Premises. In the event of any such lien is created or filed, Tenant will
bond against or discharge the same within ten (10) days after written request by Landlord. Nothing
herein contained will be construed as a consent on the part of the Landlord to subject the fee or
the estate of Landlord to liability under the Mechanics Lien Law of New Jersey for work ordered
other than by Landlord, it being expressly understood that Landlord has not consented to any such
work and Landlord’s estate will not be subject to such liability.



13. LANDLORD’S RIGHT TO PERFORM TENANT’S COVENANTS. If Tenant will any time fail to pay
any charge or imposition or perform any other act on its part to be perf`ormed, then Landlord,
after ten (10) days’ written notice to Tenant and without waiving or releasing Tenant from any
obligations hereunder, may pay such charge or sum of money or make any other payment or perform any
other act on Tenant’s part to be made or performed, and may enter upon the Leased Premises for any
such purpose, and take all such action thereon as may be necessary therefor. All sums so paid by
Landlord and all costs and expenses incurred by Landlord in connection with the performance of any
such act, together with interest thereon at a rate which is one percent (1%) per annum higher than
“New York Prime” as announced from time to time in the Wall Street Journal or similar
publication, from the respective dates of Landlord’s making of each such payment or incurring of
each such cost and expense, will constitute Additional Rent payable by Tenant thereof or otherwise
as in the case of default in the payment of Minimum Rent or Additional Rent reserved in this Lease.



14. SUBORDINATION; RIGHTS OF MORTGAGEE. This Lease will be subject and subordinate at all
times to the lien of any mortgages and/or ground leases now or hereafter placed upon the Leased
Premises or Building which forms a part of the Leased Premises, without the necessity of any
further instrument or act on the part of Tenant to effectuate such subordination. Tenant agrees to
execute and deliver, upon demand, such further instrument or instruments evidencing such
subordination of this Lease to the lien of any such mortgage and/or ground lease and such further
instrument or instruments of attornment as will be desired by any mortgagee or proposed mortgagee
or by any other person.



 









 





15. TENANT’S CERTIFICATE. Tenant agrees at any time and from time-to-time, within five (5)
days after Landlord’s written request, to execute, acknowledge and deliver to Landlord a written
instrument in recordable form certifying the Lease is unmodified and in full force and effect (or
if there have been modifications, it is in full force and effect as modified and stating the
modifications); the dates to which Minimum Rent, Additional Rent, or other charges have been paid
in advance, if any; whether or not, to the best knowledge of the signer of such certificate,
Landlord is in default in the performance of any covenant, agreement or condition contained in the
Lease and, if so, specifying each such default of which the signer may have knowledge; and such
other information as Landlord may request. It is intended that any such certification and statement
delivered pursuant to this Paragraph 15 may be relied upon by any prospective purchaser or any
mortgagee of the Leased Premises or Building or any part thereof or interest thereon or any
assignee of Landlord’s interest in this Lease.



16. DEFAULT BY TENANT. Landlord will provide Tenant advance written notice in the event of
any default. Tenant will have ten (10) days to cure in the event of a monetary default, and thirty
(30) days to cure in the event of a non-monetary default. Any one or more of the following will
constitute a default by Tenant hereunder, if Tenant during the original Term of this Lease, or any
renewal or extension thereof:




	(A)	 	Does not pay in full within ten (10) days after notice is given of all Minimum Rent,
Additional Rent, expenses and charges under this Lease; or,






	(B)	 	Violates, fails to perform, or otherwise breaches any term, covenant or condition of this
Lease and same is not cured after notice thereof; or,






	(C)	 	Permits leasehold estate or any property of Tenant to be exposed for sale or judgment or
execution process by sheriff, marshal, or constable; or,






	(D)	 	Becomes insolvent, makes an assignment for the benefit of creditors, is adjudicated, files a
bill in equity, otherwise initiates proceedings for the appointment of a receiver of its
assets, files a voluntary petition under the provisions of the United States Bankruptcy Court
or under the insolvency laws of any state, which involuntary petition is not discharged within
sixty (60) days of filing. In such instances, Landlord may immediately have the rights set
forth in Section 17 below, without any further notice; or,






	(E)	 	Records or attempts to record this Lease in any office of public recording; or,
	 
	(F)	 	Assigns or sublets this Lease, except as permitted herein; or,
	 
	(G)	 	Fails to move into or take possession of the Leased Premises upon commencement of the Term and
does not pay rent.





17. REMEDIES OF LANDLORD. This Lease and term of the estate hereby granted are subject to
the conditional limitation that in the event of a default by Tenant, at the sole option of
Landlord, Landlord may in addition to all other rights and remedies available to it by law or
equity or by any other provision of this Lease, at any time pursue once or more often any or all of
the following remedies:




	(A)	 	Acceleration of Rent: Minimum Rent for the entire balance of the Term hereof and any
Additional Rent, expenses and charges payable under the Lease, together with all costs and




 









 







	 	 	expenses, will become immediately due and payable as if by the terms and provisions of this
Lease said balance of Minimum Rent, Additional Rent and other expense and charges and every
part thereof were on that date payable in advance; and,






	(B)	 	Termination: Whether or not Landlord has accelerated Minimum Rent and Additional
Rent, this Lease and the Term hereby created will, at the sole option of Landlord and without
waiver of any other rights of Landlord contained herein, terminate and become absolutely void
without any right on the part of Tenant to save the forfeiture by payment of any sum due or by
the performance of any provisions of this Lease. Tenant will thereupon quit and surrender
possession of the Leased Premises to Landlord in the condition required herein and Tenant will
remain liable to Landlord as herein required; and,






	(C)	 	Suit for Possession/Reletting of Leased Premises: In any case in which this Lease
will have been terminated, or in any case in which Landlord will have elected to accelerate
the Minimum Rent and/or Additional Rent and any portion of such sums will remain unpaid,
Landlord may, without further notice, enter upon and repossess the Leased Premises, by due
process of law, by summary proceedings, ejectment or otherwise, and may dispossess Tenant and
remove Tenant and all other persons and property from the Leased Premises and may have, hold
and enjoy the Leased Premises and rents and profits therefrom. Landlord may, in its own name,
as agent for Tenant, if this Lease has not been terminated, or in its own behalf, if this
Lease has been terminated, relet the Leased Premises, or any part thereof, for such term or
terms (which may be greater or less than the period which would otherwise have constituted the
balance of the Term) and on such terms (which may include concessions or free Minimum Rent) as
Landlord in its sole discretion and good faith may determine. In with any such reletting,
Landlord may cause the Leased Premises to be decorated, altered, divided, consolidated with
other space or otherwise changed or prepared for reletting. No reletting will be deemed a
surrender or acceptance of the Leased Premises.






	(D)	 	Measure of Damages: Tenant will, with respect to all periods of time up to and
including the expiration of the Term (or what would have been the expiration date in the
absence of default or breach) remain liable to Landlord as follows:






	 	(1)	 	In the event of termination of this Lease on account of Tenant’s default or
breach, Tenant will remain liable to Landlord as agreed for liquidated damages (and not
as a penalty) an amount equal to the Minimum Rent, Additional Rent and other charges
payable under this Lease by Tenant as if this Lease were still in effect, less the net
proceeds of any reletting actually collected, after deducting all costs incident
thereto (including, without limitation, all repossession costs, brokerage and
management commissions, operating and legal expenses and fees, alteration costs and
expenses of preparation for reletting), and to the extent such liquidated damages will
not have been recovered by Landlord by virtue of payment by Tenant of any accelerated
Minimum Rent and/or Additional Rent (but without prejudice to the right of Landlord to
demand and receive such Minimum Rent and/or Additional Rent), such liquidated damages
will be payable to Landlord monthly upon presentation to Tenant of a bill for the
amount due.




 









 






	 	(2)	 	In the event and so long as this Lease will not have been terminated after
default or breach by Tenant, Minimum Rent, Additional Rent and all other charges
payable
under this Lease will be reduced by the net proceeds of any reletting by Landlord
(after deducting all costs incident thereto as above set forth) and by any portion
of the accelerated Minimum Rent, Additional Rent and other charges paid by Tenant to
Landlord, and any amount due to Landlord will be payable monthly upon presentation
to Tenant of a bill for the amount due.






	(E)	 	Responsibility to Relet: Landlord agrees to use best efforts to relet the Leased
Premises and to mitigate any losses. However, Landlord will in no event be responsible or
liable for any failure to relet the Leased Premises, or any part thereof, or for any failure
to collect any Minimum Rent, Additional Rent or other sum due upon a reletting.






	(F)	 	Remedies Cumulative: All of the remedies herein given to Landlord and all rights and
remedies given to Landlord by law and equity will be cumulative and concurrent. It is
understood and agreed that termination of this Lease or the taking or recovering of the Leased
Premises will not deprive Landlord of any of Landlord’s remedies or actions against Tenant for
Minimum Rent and Additional Rent due at the time or which, under terms hereof, would in the
future become due as if there had been no termination, nor will the bringing of any action for
Minimum Rent, Additional Rent, or other charges, or breach of covenant, or resorting to any
other remedy herein provided the recovery of Minimum Rent or Additional Rent be construed as a
waiver of the right to obtain possession of the Leased Premises.





18. DEFAULT BY LANDLORD. In the event of any failure by Landlord to perform any material
term, condition, covenant or obligation of this Lease, which failure is not cured within thirty
(30) days after Landlord receives written notice of such failure from Tenant (provided, however,
that if such failure is of such a nature that it cannot, using reasonable diligence, be cured with
said period, such failure shall not constitute a default of this Lease by Landlord if Landlord
diligently and continuously pursues the same to completion thereafter), Tenant, in addition to all
other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity,
shall have the right to terminate this Lease, effective upon the delivery of notice thereof to
Landlord in which event Tenant shall have no further liabilities or obligations hereunder.



19. LIMITED LIABILITY OF LANDLORD. Tenant agrees the obligations of Landlord under and
with respect to this Lease do not constitute personal obligations of Landlord, or any of its
principals, and shall not create or involve any claim against, or personal liability on the part of
any of them, and Tenant shall look solely to Landlord’s interest in the Leased Premises for
satisfaction of any liability of Landlord in respect to this Lease.



20. SECURITY DEPOSIT. Tenant will pay Landlord a sum as indicated on the first page of
Lease as collateral security for payment of Minimum Rent and Additional Rent and for the faithful
performance by Tenant of all other terms, covenants and conditions of this Lease. The amount of
said deposit (less such portion thereof as Landlord will have retained to make good any default by
Tenant with respect to any of Tenant’s aforesaid obligations) will be repaid to Tenant, without,



 









 







interest, within sixty (60) days after Tenant provides landlord with written request to return said
Security Deposit and Landlord has inspected the Leased premises after Tenant has vacated same;
provided, however, Tenant will have made all such payments and performed all such terms, covenants
and conditions of this Lease. Upon any default by Tenant hereunder, all or part of said deposit
may, at any time and in Landlord’s sole discretion and without prejudice to any rights Landlord has
hereunder, be applied on account of such default, and thereafter Tenant will restore the resulting
deficiency in said deposit within ten (10) days notice of Landlord’s application. Tenant’s failure
to restore said deficiency will constitute a default hereunder. In the event of any sale or
transfer of Landlord’s interest in the Building, Landlord will have the right to transfer the
security deposit to the purchaser or transferee and upon such transfer Tenant will look only to the
new landlord for the return of the security deposit and Landlord will thereupon be released from
all liability for the return of the security deposit.



21. ASSIGNMENT OR SUBLEASE BY TENANT. Tenant will not assign this Lease or sublease all or
any part of the Leased Premises without Landlord’s prior written consent, excluding affiliates of
the Tenant, which will not be unreasonably withheld, it being understood and agreed however it will
not be unreasonable for Landlord to withhold its consent if the reputation, financial
responsibility, or business of a proposed assignee or subtenant is unsatisfactory to Landlord. One
half of any sum received by Tenant as a result of such subletting or assignment which exceeds the
total sums Tenant is obligated to pay Landlord under this Lease will be payable to Landlord as
additional rent. The consent by Landlord to sublet or assignment will not constitute consent to
any further sublease or assignment. Any sublessee or assignee must agree to be bound by all of the
terms and provisions of this Lease. In addition, any permitted assignment or subleasing will not
relieve Tenant from its liability under the terms and conditions of this Lease. Tenant will give
Landlord a copy of the sublease, both prior to, and upon execution thereof.



22. SUCCESSORS. All rights and liabilities herein given to or imposed upon the respective
parties will extend to and be binding upon their heirs, legal representatives, successors and
assigns, if permitted under Section 21, except as otherwise provided



23. WAIVER. Failure of Landlord to insist upon strict performance of any of the covenants
or conditions of this Lease or to exercise any option herein conferred in any one or more instances
will not be construed as a waiver or relinquishment for the future of any such covenants,
conditions or options but the same will be and remain in full force and effect.



24. ENTIRE AGREEMENT. This Lease sets forth all terms, covenants and conditions between
Landlord and Tenant concerning the Leased Premises and there are no terms, covenants and
conditions, either oral or written, between the parties other than herein set forth. Except as
otherwise provided, no subsequent alteration, amendment, change or addition to this Lease will be
binding upon Landlord or Tenant unless reduced to writing and signed by them.



 









 





25. LANDLORD’S COVENANT OF QUIET ENJOYMENT. Landlord covenants and agrees that, upon
Tenant’s payment of Minimum Rent and any Additional Rent and observing and performing all of the
terms, covenants and conditions on Tenant’s part to be observed and
performed, Tenant may peaceably and quietly enjoy the Leased Premises for the Term of this Lease,
without hindrance or molestation by anyone claiming by or though Landlord; subject, nevertheless to
the terms, covenants and conditions of this Lease.



26. NO RECORDATION. Tenant will not record or attempt to record this Lease or any
memorandum thereof in any office of public recording.



27. ENVIRONMENTAL CONCERNS. Other than normal office storage, Tenant will not store,
handle, spill or discharge any hazardous or toxic substances or wastes at, on or about the Leased
Premises or the Building, and will indemnify, defend and save harmless the Landlord from all fines,
suits, procedures, claims, actions, damages and liability of any kind (including attorneys’ fees)
arising out of or in any way connected with the storage or handling by the Tenant of, or any spills
or discharges by the Tenant of, hazardous or toxic substances or wastes at, on or about the Leased
Premises or the Building during the term of this Lease. Landlord is responsible for any
preexisting conditions within the Building, and, to the best of Landlord’s knowledge, assures
Tenant there are no known hazardous materials, including asbestos, within the Building.



Tenant’s obligations and liabilities under this paragraph will survive the term of this Lease, and
will continue so long as Landlord may remain responsible for any spills or discharges of hazardous
substances or wastes at the Leased Premises which occur during the term of this Lease. Tenant’s
failure to abide by the terms of this paragraph will be restrainable by injunction.



28. SIGNS. Landlord will obtain all door and directory signs for Tenant after Tenant has
indicated in writing to Landlord how each sign should read. Landlord will bill Tenant for all
signage Tenant so desires once it has been received and installed. All signs will conform to all
applicable municipal ordinances and regulations. Should Tenant request further signage over and
above the customary signage at said location, Landlord agrees to assist Tenant with any
applications of any municipal filings, etc., to be born by Tenant herein. Tenant will install no
sign without prior approval of Landlord herein.



29. HOLDOVER. In the event Tenant will give notice, as stipulated above, of its intention
to vacate the Leased Premises at the end of the present term or any renewal or extension thereof,
and will fail or refuse so to vacate the same on the date designated by such notice, Landlord, at
its option, may treat Tenant as a holdover tenant, in which event Tenant will pay Landlord: (i) as
agreed liquidation damages (and not as a penalty) for such wrongful retention, an amount equal to
twice the Minimum Rent and twice the Additional Rent then in effect for the time Tenant thus
remains in possession, and (ii) all other damages, costs and expenses sustained by Landlord by
reason of Tenant’s wrongful retention. If Tenant remains in possession with the consent of
Landlord all the



 









 







terms and conditions of this Lease will continue thereafter with full force
precisely as if such notice had not been given and Minimum Rent will be adjusted as set forth in
this Section.



30. UTILITIES & SERVICES. Landlord herein will be solely responsible for payment of all
utilities used within the Leased Premises and will make all arrangements for activating same.



31. TENANT IMPROVEMENTS. At no additional expense to Tenant, Landlord will paint interior
walls (color and quality to be approved by Tenant), install building standard carpet (color will be
selected by Tenant), remove current wall between reception and balance of office, repair/replace
lamps and/or ballasts so all light fixtures are working properly, replace stained/damaged ceiling
tiles and present Tenant with a clean, functioning business office.



32. OPTION TO RENEW. Provided Tenant is not in default under any of the terms, covenants,
provisions, agreements and conditions of this Lease effective the termination date of the current
Lease Term, Tenant will have the right to renew the Term for one (1) additional period of three (3)
years (the “Renewal Term”), on all of the same conditions as are in force immediately prior to the
expiration of the Term, except that the Minimum Rent payable during the Renewal Term will be:



	 	 	 
	05/01/2011-04/30/2012:

	 	$51,756 per year; $4313 per month
	05/01/2012-04/30/2013:

	 	$54,000 per year; $4500 per month
	05/01/2013-04/30/2014:

	 	$56,256 per year; $4688 per month






Tenant must provide Landlord written notice ninety (90) days in advance of the termination date of
the current Lease Term if Tenant’s intent is NOT to exercise the Option to Renew. Tenant
understands and agrees that time, whenever mentioned is of the essence.



33. NO SMOKING POLICY. The Building referenced within this Lease Agreement is a smoke free
building. Smoking is only permitted in designated areas outside the Building. Smokers are
responsible for placing related trash and debris in the receptacles provided. Smoking is not
permitted within the Leased Premises.



34. RULES AND REGULATIONS. See Exhibit 1 attached hereto




IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year
first above written.



	 	 	 	 	 	 	 	 	 
	LANDLORD: 1101 ASSOCIATES, LP	 	 	 	TENANT: TRM CORPORATION
	 
	 	 	 	 	 	 	 	 
	BY:

	 	/s/ Howard E. Needleman
	 	 	 	BY:
	 	/s/ Richard Stern
	 

	 	 
	 	 	 	 	 	 
	 

	 	Howard E. Needleman, GP
	 	 	 	 	 	Richard Stern, President & CEO






 









 






EXHIBIT 1

RULES AND REGULATIONS




1. Landlord may from time to time adopt appropriate systems and procedures for the security or
safety of the Building, any persons occupying, using, or entering the Building, or any equipment,
finishes, or contents of the Building, and Tenant will comply with Landlord’s reasonable
requirements relative to such systems and procedures.



2. The sidewalks, halls, passages, exits entrances, elevators, and stairways of the Building will
not be obstructed by any tenants or used by any of them for any purpose other than for ingress to
and egress from their respective Premises. The halls, passages, exits, entrances elevators, and
stairways are not for the general public, and Landlord will in all cases retain the right to
control and prevent access to such halls, passages, exits entrances, elevators, and stairways of
all persons whose presence in the judgment of Landlord would be prejudicial to the safety,
character, reputation, and interests of the Building and its tenants, provided that nothing
contained in these rules and regulations will be construed to prevent such access to persons with
whom any tenant normally deals in the ordinary course of its business, unless such persons are
engaged in illegal activities. No tenant and no employee or invitee of any tenant will go upon the
roof of the Building except such roof or portion of such roof as may be contiguous to the Premises
of a particular tenant and may be designated in writing by Landlord as a roof deck or roof garden
area. No tenant will be permitted to place or install any object (including without limitation
radio and television antennas, loudspeakers, sound amplifiers, microwave dishes, solar devices, or
similar devices) on the exterior of the Building or on the roof of the Building.



3. No sign, placard, picture, name, advertisement, or written notice visible from the exterior of
Tenant’s Premises will be inscribed, painted, affixed, or otherwise displayed by Tenant on any part
of the Building or the Premises without the prior written consent of Landlord. Landlord will adopt
and furnish to Tenant general guidelines relating to signs inside the Building on the office floors
(see Lease Agreement). Tenant agrees to conform to such guidelines. All approved signs or
lettering on doors will be printed, painted, affixed, or inscribed at the expense of the Tenant by
a person approved by Landlord. Other than draperies expressly permitted by Landlord and building
standard window treatments, material visible from outside the Building will not be permitted. In
the event of the violation of this rule by Tenant, Landlord may remove the violating items without
any liability, and may charge the expense incurred by such removal to the tenant or tenants
violating this rule.



4. No cooking will be done or permitted by any tenant on the Premises, except in areas of the
Premises which are specially constructed for cooking and except that use by the tenant of microwave
ovens and Underwriters’ Laboratory approved equipment for brewing coffee, tea, hot chocolate, and
similar beverages will be permitted, provided that such use is in accordance with all applicable
federal, state, and city laws, codes, ordinances, rules, and regulations.



5. No tenant will employ any person or persons other than the cleaning service of Landlord for the
purpose of cleaning the Premises, unless otherwise agreed to by Landlord in writing. Except with
the written consent of Landlord, no person or persons other than those approved by Landlord
will be permitted to enter the Building for the purpose of cleaning it. No tenant will cause any



 









 







unnecessary labor by reason of such tenant’s carelessness or indifference in the preservation of
good order and cleanliness. Should Tenant’s actions result in any increased expense for any
required cleaning, Landlord reserves the right to assess Tenant for such expenses.



6. The toilet rooms, toilets, urinals, washbowls and other plumbing fixtures will not be used for
any purposes other than those for which they were constructed, and no sweepings, rubbish, rags, or
other foreign substances will be thrown in such plumbing fixtures. All damages resulting from any
misuse of the fixtures will be borne by the tenant who, or whose servants, employees, agents,
visitors, or licensees caused the same.



7. No tenant, or tenant’s invitees or licensees will in any way deface any part of the Premises or
the Building of which they form a part. In those portions of the Premises where carpet has been
provided directly or indirectly by Landlord, Tenant will at its own expense install and maintain
pads to protect the carpet under all furniture having casters other than carpet casters.



8. No tenant will alter, change, replace or rekey any lock or install a new lock or a knocker on
any door of the Premises. Landlord, its agents, or employees will retain a pass (master) key to
all door locks on the Premises. Any new door locks required by Tenant or any change in keying of
existing locks will be installed or changed by Landlord following tenant’s written request to
Landlord and will be at Tenant’s expense. All new locks and rekeyed locks will remain operable by
Landlord’s pass (master) key. Landlord will furnish each tenant, free of charge, with two (2) keys
to each suite entry door lock on the Premises. Landlord will have the right to collect a
reasonable charge for additional keys and cards requested by any tenant. Each tenant, upon
termination of its tenancy, will deliver to Landlord all keys and access cards for the Premises and
Building that have been furnished to such tenant.



9. Any elevator within the Building will be available for use by all tenants in the Building during
the hours and pursuant to such procedures as Landlord may determine from time to time. The persons
employed to move Tenant’s equipment, material, furniture, or other property in or out of the
Building must be acceptable to Landlord. The moving company must be a locally recognized
professional mover, whose primary business is the performing of relocation services, and must be
bonded and fully insured. A certificate or other verification of such insurance must be received
and approved by Landlord prior to the start of any moving operations. Insurance must be
sufficient, in Landlord’s sole opinion, to cover all personal liability, theft or damage to the
Project, including but not limited to floor coverings, doors, walls, elevators, stairs, foliage,
and landscaping. Special care must be taken to prevent damage to foliage and landscaping during
adverse weather. All moving operations will be conducted at such times and in such a manner as
Landlord will direct, and all moving will take place during non-business hours unless Landlord
agrees in writing otherwise. Tenant will be responsible for the provision of building security
during all moving operations, and will be liable for all losses and damages sustained by any party
as a result of the failure to supply adequate security. Landlord will have the right to prescribe
the weight, size, and position of all equipment, materials, furniture, or other property brought
into the Building. Heavy objects will, if considered necessary by Landlord, stand on wood strips
of such thickness as is necessary to properly distribute the weight. Landlord will not be
responsible for loss of or damage to any such property
from any cause, and all damage done to the Building by moving or maintaining such property will be
repaired at the expense of Tenant. Landlord reserves the right to inspect all such property to be



 









 







brought into the Building Lease of which these rules and regulations are a part. Supplies, goods,
materials, packages, furniture, and all other items of every kind delivered to or taken from the
Premises will be delivered or removed through the entrance and route designated by Landlord and
Landlord will not be responsible for the loss or damage of any such property.



10. No tenant will use or keep in the Premises or the Building kerosene, gasoline, or inflammable
or combustible or explosive fluid or material or chemical substance other than limited quantities
or such materials or substances reasonably necessary for the operation or maintenance of office
equipment or limited quantities of cleaning fluids and solvents required by tenant’s normal
operations in the Premises, which shall be stored in accordance with applicable law. Without
Landlord’’ written approval, no tenant will use any method of heating or air conditioning other
than that supplied by Landlord. No tenant will use or keep or permit to be used or kept any foul
or noxious gas or substance in the Premises.



11. Tenant shall not, prior to or during the Term, either directly or indirectly, employ or permit
the employment of any contractor, mover, mechanic or laborer, or permit any materials in the
Premises, if the use of such contractor, mover, mechanic or laborer or such materials would, in
Landlord’s opinion, create any difficulty, strike or jurisdictional dispute with other contractors,
movers, mechanics or laborers engaged by Landlord, tenants, or others, or would in any disturb the
construction, maintenance, cleaning, repair, management, security or operation of the Building,
Project or any part thereof. Any tenant, upon demand by Landlord shall cause all contractors,
movers, mechanics, laborers or materials causing such interference, difficulty or conflict to leave
or be removed from the Project immediately.



12. Landlord will have the right to prohibit any advertising by Tenant mentioning the Building
that, in Landlord’s reasonable opinion, tends to impair the reputation of the Building or its
desirability as a building for offices, and upon written notice from Landlord, tenant will refrain
from or discontinue such advertising.



13. Tenant will not bring any animals (except “Seeing Eye” dogs) or birds into the Building, and
will not permit bicycles or other vehicles inside or on the sidewalks outside the Building except
in areas designated from time to time by Landlord for such purposes.



14. All persons entering or leaving the Building between the hours of 6 p.m. and 7 a.m. Monday
through Friday, and at all hours on Saturdays, Sundays, and holidays will comply with such off-hour
regulations as Landlord may establish and modify from time to time. No entry door to the Building
may be propped in an open position during those hours that the Building is secured and the Building
entrance doors are locked. Landlord reserves the right to limit reasonably or restrict access to
the building during such time periods.



15. Each tenant will store all its trash and garbage within its Premises. No liquids will be place
in trashcans. No material will be placed in the trash boxes or receptacles if such material is of
such nature that it may not be disposed of in the ordinary and customary manner of removing and
disposing of trash and garbage without being in violation of any law or ordinance governing such
disposal. All garbage and refuse disposal will be made only through entryways and elevators
provided for such purposes and at such times as Landlord designates. Removal of any furniture or



 









 







furnishings, large equipment, packing crates, packing materials, and boxes will be the
responsibility of each tenant and such items may not be disposed of in the Building trash
receptacles nor will they be removed by the Building’s janitorial service, except at Landlord’s
sole option and at the tenant’s expense. No furniture, appliances, equipment, or flammable
products of any type may be disposed of in the Building receptacles. Upon tenant’s vacancy, tenant
will be responsible for the removal of all trash, belongings, furnishings, files, etc.; such items
will not be placed in the Building’s receptacles.



16. Canvassing, peddling, soliciting, and distributing handbills or any other written materials in
the Building are prohibited, and each tenant will cooperate to prevent the same.



17. The requirements of the tenants will be attended to only upon application by written, personal,
or telephone notice at the office of the Building. Employees of Landlord or Landlord’s agent will
not perform any work or do anything outside of their regular duties unless under special
instructions from Landlord.



18. A directory of the Building will be provided for the display of the name and location of
tenants only. All entries on the Building directory display will conform to standards and style
set by Landlord in its sole discretion. Space on any exterior signage will be provided in
Landlord’s sole discretion. No tenant will have any right to the use of any exterior sign.



19. Tenant will not conduct itself in any manner that is inconsistent with the character of the
Building, as a first quality building or that will impair the comfort and convenience of other
tenants in the Building. Tenant will not allow and/or make improper noises or disturbances of any
kind. Tenant will not allow and/or will not sing, play or operate any musical instrument, radio or
television without consent of Landlord, or otherwise do anything to disturb other tenants or tend
to injure the reputation of the Building.



20. In order to insure proper use and care of the Building and/or Premises, Tenant shall not:




	(a)	 	mark or defile elevators, water-closets, toilet rooms, walls, windows, doors or any other
part of the Building and/or Premises;






	(b)	 	place anything on the outside of the Building, including roof setbacks, window ledges and
other projections, or drop anything from the windows, stairways or parapets, or place trash or
other matter in the halls, stairways, elevators or light wells of the Building;






	(c)	 	cover or obstruct any window, skylight, door or transom that admits light;
	 
	(d)	 	interfere with the heating or cooling apparatus;
	 
	(e)	 	leave rooms without locking doors, stopping all office machines and extinguishing all lights;
	 
	(f)	 	use any electric heating device without prior written permission by Landlord;






	(g)	 	install call boxes, or any kind of wire in or on the Building without Landlord’s prior
written consent and direction;






	(h)	 	manufacture any commodity or prepare or dispense any foods or beverages, tobacco, drugs,
flowers or other commodities or articles without the prior written consent of Landlord;





(i) secure duplicate keys for rooms or toilets, except from Landlord;





	(j)	 	place any weights in any portion of the Building beyond the safe carrying capacity of the
structure;





(k) place door mats in public corridors without prior written consent of Landlord, and/or,




 









 





(m) allow the use of rooms within the Premises as sleeping apartments.



21. Tenant (including tenant’s employees, agents, invitees, and visitors) will use the parking
spaces solely for the purpose of parking passenger model cars, small vans, and small trucks and
will comply in all respects with any rules and regulations that may be promulgated by Landlord from
time to time with respect to the parking areas. The parking areas will not be used by Tenant, its
agents, or employees, for overnight parking of vehicles, except with Landlord’s prior consent.
Tenant will ensure that any vehicle parked in any of the parking spaces will be kept in proper
repair and will not leak oil, grease, gasoline, or any other fluids. If any of the parking spaces
are at any time used (a) for any purpose other than parking as provided above; (b) in any way or
manner reasonable objectionable to Landlord; or (c) by Tenant after default by Tenant under the
Lease, Landlord, in addition to any other rights otherwise available to Landlord, may consider such
default an event of default under the Lease.



22. No act or thing done or committed to be done by Landlord or Landlord’s agent during the term of
the Lease in connection with the enforcement of these rules and regulations will constitute an
eviction by Landlord of any tenant nor will it be deemed an acceptance of surrender of the Premises
by any tenant, and no agreement to accept such termination or surrender will be valid unless in a
writing signed by Landlord. The delivery of keys to any employee or agent of Landlord will not
operate as a termination of the Lease or a surrender of the Premises unless such delivery of keys
is done in connection with a written instrument executed by Landlord approving the termination or
surrender.



23. Neither Tenant, nor any of its sublessees or permitted assigns, nor any agents or employees of
Tenant or its sublessees or permitted assigns, nor other person or entity will under any
circumstances allow entry onto the Premises by (i) any inmates of any prison or other correctional
facility, (ii) any in-patients of any psychiatric facility, (iii) any person who is physically
restrained (e.g., by handcuffs, shackles, straight jackets or under guard) at the time he or she
enters the Premises, or (iv) any other person who is in the custody of any governmental authority.



24. In these Rules and Regulations, the term “tenant” includes the employees, agents, invitees, and
licensees of Tenant and others permitted by Tenant to use or occupy the Premises.



25. Landlord may waive any one or more of these Rules and Regulations for the benefit of a
particular tenant or tenants, but no such waiver by Landlord will be construed as a waiver of such
Rules and Regulations in favor of any other tenant or tenants, nor prevent Landlord from enforcing
any such Rules and Regulations against any or all of the tenants of the Building after such waiver.



26. These Rules and Regulations are in addition to, and will not be construed to modify or amend,
in whole or in part, the terms, covenants, agreements, and conditions of the Lease.



27. Landlord shall have the right to make such other and further reasonable rules and regulations
as in the judgment of Landlord, may from time to time be needful for the safety, appearance, care
and cleanliness of the Building for the preservation of good order therein. Landlord shall not be
responsible to Tenant for any violation of rules and regulations by other tenants.