Blueprint






Exhibit 10.18


 







3600 GREEN COURT



ANN ARBOR, MICHIGAN



GROSS LEASE


 


This
Lease is made between Landlord and Tenant hereinafter identified in
Sections 1(b) and 1(c) hereof, respectively, and constitutes a
Lease between the parties of the “Demised Premises” in
the “Building,” as defined in Sections 2.2 and 2.1
hereof, respectively, on the terms and conditions and with and
subject to the covenants and agreements of the parties hereinafter
set forth.



WITNESSETH:





1.


Basic Lease Provisions.






The
following are certain basic lease provisions, which are part of,
and in certain instances referred to in subsequent provisions of,
this Lease:


	

(a) Date
of this Lease:


 

	
 


	

(b) Landlord:


 

	


GREEN COURT LLC,


a
Michigan limited liability company


 


	

(c) Tenant:


 

	


ENDRA INC.,


a
Delaware corporation


 


	

(d) Demised
Premises:


 

	

3600
Green Court, Suites 350 and 420


3,265
usable s.f. = 3,657 rentable square feet (12% factor)


 


	

(e) Anticipated
Commencement Date:


 

	

January
1, 2015


 


	

(f) Expiration
Date:


 

	

Five
(5) years from and after the Commencement Date


 


	

(g) Basic
Monthly Rental

	

 






 


	
 
Months

 

	
 
Basic Rental per
square foot

 

	
 
Yearly

 

	
 
Monthly

 


	
  1-12 

	
 $22.00 

	
 $71,830.00 

	
 $5,985.83 


	
  13-24 

	
 $22.55 

	
 $73,625.75 

	
 $6,135.48 


	
  25-36 

	
 $23.11 

	
 $75,454.15 

	
 $6,287.85 


	
  37-48 

	
 $23.69 

	
 $77,347.85 

	
 $6,445.65 


	
  49-60 

	
 $24.28 

	
 $79,286.88 

	
 $6,607.24 


	
  Option Term  

	
    

	
    

	
     


	
  61-72 

	
 $25.01 

	
 $81,657.65 

	
 $6,804.80 


	
  73-84 

	
 $25.76 

	
 $84,106.40 

	
 $7,008.87 


	
  85-96 

	
 $26.53 

	
 $86,620.45 

	
 $7,218.37 


	
  97-108 

	
 $27.33 

	
 $89,232.45 

	
 $7,436.04 


	
  109-120 

	
 $28.15 

	
 $91,909.75 

	
 $7,659.15 








 







 





 

 


	

(h) Tenant’s
Use:


 

	

General
office and light industrial/ research, including, without
limitation, software development, general development of
electronics, micro-electronics, radio frequency wave sources and
ultrasound arrays, use of general mechanical tools, lab benches,
non-toxic solutions, gels, soldering station, electrical bench,
electrical test equipment and meters; use of optical instruments,
lenses, meters and optical elements and lasers; testing of
ultrasound instruments and devices; and use of computers, telecom
and networking equipment (including WIFI)


 


	

(i) Security
Deposit:

	

$5,986.00


 


	

(j) Tenant’s
Address for Notices:

	

Demised
Premises


	

(k) Landlord’s
Address for Notices:


 

	

Green
Court LLC


25361
Dequindre Road


Madison
Heights, Michigan 48071


 


	

(l) Notwithstanding
any terms or condition of this Lease to the contrary, this Lease is
intended to be a “Gross” lease and Tenant’s
obligation for payment of rent and any and all expenses related to
the Building and the Common Areas shall be limited to the payment
of Basic Rental hereunder (as the same increases pursuant to
Section 1(g) above).







 





2.


Building and Demised Premises.







2.1 Landlord
is the owner of certain land and improvements known as 3600 Green
Court, Ann Arbor, Michigan, upon which Landlord has or will
construct a building (hereinafter referred to as the
“Building”), consisting of one (1) story, together with
certain exterior common and public areas and facilities, including
the surface parking facilities (hereinafter referred to as the
“Common Areas”) as may be designated by Landlord for
the use in common by tenants of the Building. The Building and
appurtenant Common Areas are hereinafter referred to as the
“Development.”


2.2 Subject
to the terms, covenants, agreements and conditions herein set
forth, Landlord hereby leases to Tenant, and Tenant hereby leases
from Landlord, those certain premises (herein referred to as the
“Demised Premises”) designated in Section 1(d) hereof,
as shown on the floor plan(s) attached hereto as Exhibit
“A,” together with the nonexclusive right to use the
Common Areas. The square foot area of the Demised Premises, as well
as the Building, shall be computed based upon the BOMA-American
National Standard Z65.1-1996, and shall contain a proportionate
share of the Common Areas of the Building. As of the date hereof
and subject to Section 2.3 below, the Common Areas include the
non-exclusive use of Kiva meeting room and loading
dock.


2.3 Landlord
reserves (a) the right from time to time to make changes,
alterations, additions, improvements, repairs or replacements in or
to the Building (including the Demised Premises) and the fixtures
and equipment thereof, as well as in or to the street entrances,
and other parts of the Building, and to erect, maintain, and use
pipes, ducts and conduits in and through the Demised Premises, all
as Landlord may reasonably deem necessary or desirable, (b) the
right to eliminate, substitute and/or rearrange the Common Areas
(which may theretofore have been so designated) as Landlord deems
appropriate in its discretion and (c) the right from time to time
to construct additional stories onto the Building. Tenant’s
nonexclusive right to utilize the Common Areas shall be in common
with Landlord, other tenants and occupants of the Building and
others to whom Landlord grants such rights from time to time.
Notwithstanding anything in this Lease to the contrary, in no event
(during normal business hours or otherwise) shall Tenant, its
employees, customers, invitees and/or guests, without the prior
written consent of Landlord, utilize in excess of 18 surface lot
spaces, and Landlord reserves the right from time to time to assign
specific location(s) in which all or any portion of such parking
spaces shall be located.



 







 






 


2.4 Subject
to the rights of other tenants of the Building, Landlord shall have
a right of first offer to lease Suite 490 in the Building. In the
event Suite 490 becomes available for lease, Landlord shall first
offer Suite 490 to Tenant upon the same terms and conditions (rent
per sq. foot and lease term) as provided for herein with respect to
the Demised Premises. Tenant shall have fifteen (15) days from the
date of receipt of such offer to accept or reject same. If Tenant
accepts such offer, Landlord and Tenant shall enter into an
amendment reflecting same within ten (10) days of such acceptance.
If Tenant does not accept such offer, Landlord shall have the right
to lease Suite 490 to a third party tenant.


2.5 In
addition, Tenant shall lease a basement storage cage of
approximately 100 square feet and shall pay Landlord rent for such
space at $8.00 per square foot. Tenant shall pay such rent on a
monthly basis in the amount of $66.67.





3.


Term.







3.1 The
Term shall commence on that date (hereinafter referred to as the
“Commencement Date”) being the later to occur of the
“Anticipated Commencement Date” set forth in Section
1(e) hereof and the date Landlord has substantially completed the
improvements to be constructed or installed by Landlord pursuant to
the provisions of Exhibit “B” hereto as provided in
Section 4 hereof and delivered the Demised Premises to Tenant, and,
unless sooner terminated as hereinafter provided, shall end on the
“Expiration Date” set forth in Section 1(f) hereof;
provided, however, that if Tenant, with Landlord’s prior
written approval, shall take occupancy of the Demised Premises for
any purpose whatsoever prior to the Commencement Date, as defined
above, the Commencement Date shall be deemed to have occurred on
the earlier date Tenant takes such occupancy. Notwithstanding
anything contained herein to the contrary, Tenant shall have the
right to terminate the Lease effective as of the end of the 36th
month of the Term by: (1) delivering written notice to Landlord of
such termination (the “Termination Notice”) no later
than the last day of the 32nd month of the Term, and (2) paying to
Landlord, at the time of delivery of the Termination Notice, an
amount equal to $23,800.00, which is the aggregate of: (i) all
costs of all improvements to the Demised Premises provided by
Landlord; and (ii) all leasing commissions paid by Landlord in
connection with this Lease.


3.2 If
Landlord, for any reason whatsoever, cannot deliver possession of
the Demised Premises to Tenant on the Anticipated Commencement
Date, this Lease shall not be void or voidable, nor shall Landlord
be liable to Tenant for any loss or damage resulting therefrom, and
the Expiration Date shall not be affected. Notwithstanding the
foregoing, if possession of the Demised Premises has not been
delivered to Tenant within three (3) months following the
Anticipated Commencement Date, Tenant, at its option at any time
within thirty (30) days thereafter, but prior to the delivery of
possession, may terminate this Lease by and upon written notice to
Landlord, and Landlord and Tenant shall thereupon be released from
all obligations under this Lease.


3.3 (a)            Provided
that Tenant is not in default beyond applicable cure periods Tenant
shall have one (1) option to extend the Term for additional five
(5) year period (the “Option Term”) beyond the Term.
Tenant may exercise such options to extend by giving Landlord
written notice by U.S. certified mail, return receipt requested
(the “Option Notice”) on or before the date six (6)
months prior to the expiration date of the Term or the immediately
preceding Option Term. Upon the timely giving of the Option Notice,
the Term shall be extended upon all of the terms and conditions of
the Lease, except that during the Option Term, Basic Rental shall
be in the amounts set forth in Section 1(g) above (the
“Extension Rent”).




 







 






 





4.


Completion of Improvements.







(a) Except
as provided in Section 3.2 hereof, prior to the Anticipated
Commencement Date, Landlord shall remodel the Demised Premises
consistent with the attached floor plan and pursuant to Exhibit
“B” hereto and complete the work identified thereon
(hereinafter referred to as the “Improvements”),
provided in no event shall Landlord be obligated to undertake any
other alterations or improvements except as outlined on Exhibit B.
Landlord shall not be required to incur overtime costs and expenses
in performing such construction and/or installation.


(b) The
Demised Premises shall be deemed completed and possession delivered
to Tenant when Landlord has substantially completed its
improvements subject only to the completion of details of
construction, decorations and mechanical adjustments which do not
materially interfere with Tenant’s use of the Demised
Premises, and Tenant shall accept the same upon notice from
Landlord that such improvements have been so completed. If any
dispute shall arise as to whether Landlord has completed its
improvements, a certificate furnished by Landlord’s architect
certifying the date of such completion shall be conclusive and
binding of that fact and date upon Landlord and
Tenant.





5.


Rental.







5.1 Tenant
shall pay to Landlord as rental for the Demised Premises the Basic
Rental set forth in Section 1(g) hereof, which shall be payable in
equal monthly installments in advance, together with the rentals
provided for in Section 5.3 hereof.


5.2 The
installment of the Basic Rental provided for in Section 5.1 hereof
for the first full month of the Term (not including any free rental
period, if any) shall be paid by Tenant to Landlord upon execution
of this Lease. Basic Rental shall be paid to Landlord on or before
the first day of each and every successive calendar month in
advance after the first month during the Term. In the event the
Commencement Date is other than the first day of a calendar month,
or the Expiration Date is other than the last day of the calendar
month, then the monthly rental for the first and last fractional
months of the Term shall be appropriately prorated.


5.3 Except
as above provided, Basic Rental shall be paid to Landlord without
notice or demand and without deduction or offset, in lawful money
of the United States of America at Landlord’s address for
notices hereunder or to such other person or at such other place as
Landlord may from time to time designate in writing. All amounts
payable by Tenant to Landlord hereunder, if not paid within five
(5) days after written notice from Landlord of the date due, shall
be subject to an administrative late charge of five percent (5%) of
the amount due and, in addition, shall bear interest from the due
date until paid at the rate equal to two percent (2%) in excess of
the then current “prime rate” published in The Wall
Street Journal, but not in excess of the legal rate. If no such
prime rate is published, the prime rate shall be deemed to be
fifteen percent (15%).





6.


Use.







6.1 The
Demised Premises shall be used only for the purposes of
“Tenant’s Use” as set forth in Section 1(h)
hereof, and for no other purpose or purposes
whatsoever.


6.2 Tenant
shall not do or permit to be done in or about the Demised Premises,
nor bring or keep or permit to be brought or kept therein, anything
which is prohibited by or will in any way conflict with any law,
statute, ordinance or governmental rule or regulation now in force
or which may hereafter be enacted or promulgated, or which is
prohibited by the standard form of fire insurance policy, or will
in any way increase the existing rate of or affect any fire or
other insurance upon the Building or any of its contents, or cause
a cancellation of any insurance policy covering the Building or any
part thereof or any of its contents, or adversely affect or
interfere with any services required to be furnished by Landlord to
Tenant, or to any other tenants or occupants of the Building, or
with the proper and economical rendition of any such service.
Tenant shall not do or permit anything to be done in or about the
Demised Premises which will in any way obstruct or interfere with
the rights of other tenants of the Building, or injure or annoy
them, or use or allow the Demised Premises to be used for any
improper, immoral, unlawful or objectionable purpose, nor shall
Tenant cause, maintain or permit any nuisance in, on or about the
Demised Premises or commit or suffer to be committed any waste in,
on or about the Demised Premises. If anything done, omitted to be
done or suffered to be done by Tenant, or kept or suffered by
Tenant to be kept in, upon or about the Demised Premises shall
cause the rate of fire or other insurance on the Building in
companies acceptable to Landlord to be increased beyond the minimum
rate from time to time applicable to the Building, Tenant shall pay
the amount of any such increases. Tenant shall not cause or permit
the use, generation, storage or disposal in or about the Demised
Premises or the Building of any substances, materials or wastes
subject to regulation under federal, state or local laws from time
to time in effect concerning hazardous, toxic or radioactive
materials, unless Tenant shall have received Landlord’s prior
written consent, which Landlord may withhold or at any time revoke
in its sole discretion.



 







 






 





7.


Services.







7.1 At
Landlord’s expense, Landlord shall maintain the Common Areas,
together with the windows and exterior walls, roofs, foundations
and structure itself of the Building and the mechanical, plumbing
and electrical equipment servicing the Building, in good order and
condition as reasonably determined by Landlord and the cost shall
be included in Expenses, except for the repairs due to fire and
other casualties (to the extent the cost of such repairs are
covered by insurance proceeds) and for the repair of damages
occasioned by the acts or omissions of Tenant, which Tenant shall
pay to Landlord in full. Landlord shall provide janitorial services
to the Demised Premises consistent with services provided to other
tenants of the Building.


7.2 Landlord
will arrange for the furnishing of electricity to the Demised
Premises and such electricity shall be separately metered to the
Demised Premises. Tenant shall pay all charges for electricity
directly to the utility company providing such service. Tenant, at
its sole cost and expense, shall be responsible for telephone
wiring and data, including hook-up costs to the Building’s
access point(s). By taking initial occupancy of the Demised
Premises, Tenant acknowledges that it is satisfied with the
adequacy and output of all the utilities and other services
provided by Landlord, including with the access provided by
Landlord thereto. Landlord makes no representations or warranties
with respect to the alarm system(s), if any, located in or about
the Demised Premises and Tenant acknowledges that any such alarm
system may be owned and operated by a third party.


7.3 Landlord
shall furnish the Demised Premises with (a) heat, ventilation and
air conditioning to the extent required for the occupancy of the
Demised Premises to standards of comfort and during such hours in
each case as reasonably determined by Landlord for the Building
(which hours, until Landlord shall otherwise designate, shall be
from 7:00 a.m. to 6:30 p.m. on weekdays and from 8:00 a.m. to 12:00
p.m. on Saturdays (as used herein, “normal business
hours”); in each case except holidays), or as may be
prescribed by any applicable policies or regulations adopted by any
utility or governmental agency. Landlord shall replace all burned
out fluorescent (only) tubes, ballasts and starters, at
Landlord’s expense. Landlord shall not be in default
hereunder or be liable for any damages directly or indirectly
resulting from, nor shall the rental herein reserved by abated by
reason of: (1) the installation, use or interruption of use of any
equipment in connection with the furnishing of any of the foregoing
services, (2) failure to furnish or delay in furnishing any such
services when such failure or delay is caused by accident or any
condition beyond the reasonable control of Landlord or by the
making of necessary repairs or improvements to the Demised Premises
or to the Building, or (3) any limitation, curtailment, rationing,
restriction on use of water, electricity, steam, gas or any other
form of energy serving the Demised Premises or the Building, or the
healthiness or quality thereof. Landlord shall use reasonable
efforts diligently to remedy any interruption in the furnishing of
such services.


7.4 After
normal business hours, Tenant shall reset the heating, ventilation
and air conditioning to such levels maintaining temperatures
between 65-75 degrees. Tenant shall notify Landlord in writing at
least twenty-four (24) hours prior to the time it requires heating,
ventilating and air conditioning during periods the same are not
otherwise furnished by Landlord. Notwithstanding the foregoing,
Landlord shall only be required to provide heating, ventilating and
air conditioning to the extent available utilizing the existing
equipment servicing the Building.





8.


Alterations and Repairs.







8.1 Tenant
shall not make or suffer to be made any alterations, additions or
improvements to or of the Demised Premises or any part thereof, or
attach any fixtures or equipment thereto, without first obtaining
Landlord’s consent. All such alterations, additions and
improvements shall be performed by contractors and subject to
conditions specified by Landlord. If any such alterations,
additions or improvements to the Demised Premises consented to by
Landlord shall be made by Landlord for Tenant’s account,
Tenant shall reimburse Landlord for the cost thereof (including a
reasonable charge for Landlord’s overhead related thereto) as
the work proceeds within five (5) days after receipt of statements
therefor. All such alterations, additions and improvements shall
become the property of Landlord upon their installation and/or
completion and shall remain on the Demised Premises upon the
expiration or termination of this Lease without compensation to
Tenant unless Landlord elects by notice to Tenant to have Tenant
remove the same, in which event Tenant shall promptly restore the
Demised Premises to their condition after the installation of any
and all Landlord approved (in writing) alterations, additions and
improvements.



 







 






 


8.2 Subject
to the provisions of Section 8.1 hereof, Tenant shall keep the
Demised Premises and every part thereof in good condition, Tenant
hereby waiving all rights to make repairs at the expense of
Landlord or in lieu thereof to vacate the Demised Premises as
provided by any law, statute or otherwise now or hereafter in
effect. All repairs made by or on behalf of Tenant shall be made
and performed in such manner as Landlord may designate, by
contractors or mechanics approved by Landlord and in accordance
with the rules relating thereto annexed to this Lease as Exhibit
“C” and all applicable laws and regulations of
governmental authorities having jurisdiction. Tenant shall, subject
to the provisions of Section 9.1 hereof, at the end of the term
hereof surrender to Landlord the Demised Premises in the same
condition as when received, ordinary wear, damage by fire,
earthquake, act of God or the elements excepted. After completion
of the Improvements and delivery of the Demised Premises, Landlord
has no obligation and has made no promise to alter, remodel,
improve, repair, decorate or paint the Demised Premises or any part
thereof. No representations respecting the condition of the Demised
Premises or the Building have been made by Landlord to Tenant
except as expressly set forth herein.





9.


Liens.






Any
construction and/or mechanic’s lien filed against the Demised
Premises or the Building for work claimed to have been done or
materials claimed to have been furnished to Tenant shall be
discharged by Tenant within ten (10) days thereafter. For the
purposes hereof, the bonding of such lien by a reputable casualty
or insurance company reasonably satisfactory to Landlord shall be
deemed the equivalent of a discharge of any such lien. Should any
action, suit, or proceeding be brought upon any such lien for the
enforcement or foreclosure of the same, Tenant shall defend
Landlord therein, by counsel satisfactory to Landlord, and pay any
damages and satisfy and discharge any judgment entered therein
against Landlord.





10.


Destruction or Damage.







10.1 In
the event the Demised Premises are damaged by fire, earthquake, act
of God, the elements or other casualty in each case insured against
by Landlord’s fire and extended coverage insurance policy
covering the Building and, if Landlord’s reasonable estimate
of the cost of making such repairs does not exceed the proceeds of
such insurance by more than One Hundred Thousand Dollars
($100,000), Landlord shall forthwith repair the same if such
repairs can, in Landlord’s opinion, be completed within
ninety (90) days after commencement of such repairs. This Lease
shall remain in full force and effect except that an abatement of
Basic Rental shall be allowed Tenant for such part of the Demised
Premises as shall be rendered unusable by Tenant in the conduct of
its business during the time such part is so unusable to the extent
Landlord is reimbursed therefor by loss of rental income or other
insurance. If such repairs cannot be made within ninety (90) days,
or if such damage or destruction is not insured against by
Landlord’s fire and extended coverage insurance policy
covering the Building or if Landlord’s reasonable estimate of
the cost of making such repairs exceeds the proceeds of such
insurance by more than One Hundred Thousand Dollars ($100,000),
Landlord may elect, upon notice to Tenant within thirty (30) days
after the date of such fire or other casualty, to repair or restore
such damage, in which event this Lease shall continue in full force
and effect, but the Basic Rental shall be partially abated as
provided in this Section 11.1. If Landlord elects not to make such
repairs, this Lease shall terminate as of the date of such election
by Landlord.


10.2 A
total destruction of the Building shall automatically terminate
this Lease.


10.3 If
the Demised Premises are to be repaired under this Article 11,
Landlord shall repair at its cost any injury or damage to the
Building itself and building standard tenant improvements in the
Demised Premises to be constructed or installed by Landlord as set
forth in Exhibit “B.” Tenant shall perform and pay the
cost of repairing any other improvement in the Demised Premises and
shall be responsible for carrying such casualty insurance as it
deems appropriate with respect to such other tenant
improvements.



 







 






 





11.


Subrogation.






Landlord and Tenant
shall each obtain from their respective insurers under all policies
of fire insurance maintained by either of them at any time during
the Term insuring or covering the Building or any portion thereof
or operations therein, a waiver of all rights of subrogation which
the insurer of one party might have against the other party, and
Landlord and Tenant shall each indemnify the other against any loss
or expense, including reasonable attorneys’ fees, resulting
from the failure to obtain such waiver and, so long as such waiver
is outstanding, each party waives, to the extent of the proceeds
received under such policy, any right of recovery against the other
party for any loss covered by the policy containing such waiver;
provided, however, that if at any time their respective insurers
shall refuse to permit waivers of subrogation, Landlord or Tenant,
in each instance, may revoke said waiver of subrogation effective
thirty (30) days from the date of such notice, unless within such
thirty (30) day period, the other is able to secure and furnish
(without additional expense) equivalent insurance with such waivers
with other companies satisfactory to the other party.





12.


Eminent Domain.






If all
or any part of the Demised Premises shall be taken as a result of
the exercise of the power of eminent domain, this Lease shall
terminate as to the part so taken as of the date of taking, and, in
the case of partial taking, either Landlord or Tenant shall have
the right to terminate this Lease as to the balance of the Demised
Premises by notice to the other within thirty (30) days after such
date; provided, however, that a condition to the exercise by Tenant
of such right to terminate shall be that the portion of the Demised
Premises taken shall be of such extent and nature as substantially
to handicap, impede or impair Tenant’s use of the balance of
the Demised Premises. In the event of any taking, Landlord shall be
entitled to any and all compensation, damages, income, rent,
awards, or any interest therein whatsoever which may be paid or
made in connection therewith, and Tenant shall have no claim
against Landlord for the value of any unexpired term of this Lease
or otherwise. In the event of a partial taking of the Demised
Premises which does not result in a termination of this Lease, the
rental thereafter to be paid shall be reduced on a per square foot
basis.





13.


Insurance.






Landlord will
obtain and maintain, at all times until termination of this Lease
and surrender of the Demised Premises to Landlord, fire and
extended insurance covering the Building and the Demised premises,
including Common Areas, and all other improvements to the Building
made by Landlord but specifically excluding Tenant betterments
installed by Tenant and providing the insurance protection to
Landlord in amounts that Landlord deems appropriate. Landlord will
retain in its possession the original policy and all endorsements,
renewal certificates and new policies, if any, issued during the
term but will provide Tenant, upon request, with copies of said
policy or certificates of self insurance. Landlord will also
maintain comprehensive general liability insurance coverage against
claims for, or arising out of, bodily injury, death or property
damage occurring in, on or about the Building and the Demised
Premises or property in, on or about the street, sidewalks or
properties adjacent to the Building and the Demised Premises. The
policy shall carry limits, including coverage under umbrella
policies of not less than $500,000 per occurrence and $1,000,000
aggregate.


Tenant
shall indemnify Landlord and keep Landlord harmless from any
liability or claim for damages that may be asserted against
Landlord because of any accident or casualty occurring on or about
the Demised Premises. Tenant shall, at its own cost and expense,
obtain and keep in force a policy or policies of public liability
insurance with an insurance company approved by Landlord, with
liability coverage of not less than $500,000.00 for injury or death
to any one person, $1,000,000.00 for injury or death to more than
one person, and $250,000.00 for damage to property. Tenant shall
furnish Landlord with certificates or other evidence acceptable to
Landlord indicating that the insurance is in effect and providing
that Landlord shall be notified in writing at least 30 days before
cancellation of, any material change in, or renewal of the
policy.



 







 






 


Landlord shall
indemnify the Tenant and Tenant’s agents and save them
harmless from and against any and all claims, liability and expense
for damages to any personal property in, on or about the leased
premises arising out of the negligent acts or omissions of
Landlord, its employees or agents.


Notwithstanding
anything to the contrary contained elsewhere in this Lease, neither
Landlord nor Tenant shall be liable to the other or to any
insurance company (by way of subrogation or otherwise) insuring the
other party for any loss or damage to any building, structure or
other property or any resulting loss of income, or losses under
workers’ compensation laws and benefits, even though such
loss or damage might have been occasioned by the negligence of such
party, its agents or employees, if, and to the extent that, any
such loss or damage is covered by insurance which is maintained by
either party.





14.


Intentionally Deleted.









15.


Compliance with Legal Requirements.






Tenant
shall promptly comply with all laws, statutes, ordinances and
governmental rules, regulations or requirements now in force or
which may hereafter be in force, with the requirements of any board
of fire underwriters or other similar body now or hereafter
constituted, with any occupancy certificate or directive issued
pursuant to any law by any public officer or officers, as well as
the provisions of all recorded documents affecting the Demised
Premises, insofar as any thereof relate to or affect the condition,
use or occupancy of the Demised Premises, excluding requirements of
structural changes not related to or affected by improvements made
by or for Tenant or not necessitated by Tenant’s
act.





16.


Assignment and Subletting.






Tenant
shall not assign or transfer this Lease, mortgage the same, or
sublet said Demised Premises, or any part thereof, without the
prior written consent of Landlord, which consent shall not be
unreasonably withheld or delayed. Notwithstanding the foregoing,
Tenant shall have the right to assign or sublet the Demised
Premises, or any portion thereof, in the event of:


a) a sale of
fifty percent (50%) or more of the capital or voting stock of
Tenant (if Tenant is a non-public corporation); or


b) transfers
aggregating fifty percent (50%) or more of Tenant’s
partnership interest (if Tenant is a partnership); or


c) transfers
aggregating fifty percent (50%) or more of the ownership interest
of Tenant (if Tenant shall be a limited liability company or other
legal entity); or


d) transfer of
fifty percent (50%) or more of the assets of Tenant;
or


e) the merger
of Tenant into an acquiring entity.


In any
such event, Tenant shall not be required to seek permission of
Landlord for the assignment of the Lease to the acquiring entity
under terms as described herein.


In the
event that Tenant shall request the consent of Landlord to any
assignment or subletting, then Tenant shall pay Landlord’s
reasonable fees and processing fees incurred in connection
therewith.





17.


Rules.






Tenant
shall faithfully observe and comply with the rules and regulations
annexed to this Lease as Exhibit “C” and, after notice
thereof, all reasonable modifications thereof and additions thereto
from time to time promulgated in writing by Landlord. Landlord
shall uniformly enforce all rules and regulations.



 







 






 





18.


Entry by Landlord.







18.1 Landlord
and its designees may enter the Demised Premises at reasonable
hours to (a) inspect the same, (b) exhibit the same to prospective
purchasers, lenders or tenants, (c) determine whether Tenant is
complying with all of its obligations hereunder, (d) supply
janitor service consistent with such services provided to other
tenants of the Building and supply other services, (e) post notices
of nonresponsibility, and (f) make repairs required of Landlord
under the terms hereof or repairs to any adjoining space or utility
services or make repairs, alterations or improvements to any other
portion of the Building; provided, however, that all such work
shall be done as promptly as reasonably possible. Notwithstanding
anything contained herein to the contrary, certain rooms within the
Demised Premises as designated by Tenant shall have limited access
and may only be entered with prior notice by Landlord’s
building manager (except in the event of an
emergency).


18.2 Landlord
shall at all times have and retain a key with which to unlock all
of the doors in, on or about the Demised Premises (excluding
Tenant’s vaults, safes and similar areas designated in
writing by Tenant in advance); and Landlord shall have the right to
use any and all means which Landlord may deem proper to open said
doors in any emergency in order to obtain entry to the Demised
Premises, and any entry to the Demised Premises obtained by
Landlord by any of said means, or otherwise, shall not under any
circumstances be construed or deemed to be a forcible or unlawful
entry into or a detainer of the Demised Premises or an eviction,
actual or constructive, of Tenant from the Demised Premises, or any
portion thereof





19.


Events of Default.







19.1 Subject
to Tenant’s Right to Cure after notice, the occurrence of any
one or more of the following events (hereinafter referred to as
“Events of Default”) shall constitute a breach of this
Lease by Tenant: (a) if Tenant shall fail to pay the Basic Rental
within five (5) days of the date same becomes due and payable; or
(b) if Tenant shall fail to pay any other sum when and as the same
becomes due and payable and such failure shall continue for more
than ten (10) days; or (c) if Tenant shall fail to perform or
observe any other term hereof or of the rules and regulations
referred to in Article 18 hereof to be performed or observed by
Tenant, such failure shall continue for more than thirty (30) days
after notice thereof from Landlord, and Tenant shall not within
such thirty (30) day period commence with due diligence and
dispatch the curing of such default, or, having so commenced, shall
thereafter fail or neglect to prosecute or complete with due
diligence and dispatch the curing of such default; or (d) if Tenant
shall make a general assignment for the benefit of creditors, or
shall admit in writing its inability to pay its debts as they
become due or shall file a petition in bankruptcy, or shall be
adjudicated as insolvent or shall file a petition in any proceeding
seeking any reorganization, arrangements, composition,
readjustment, liquidation, dissolution or similar relief under any
present or future statute, law or regulation, or shall file an
answer admitting or fail timely to contest or acquiesce in the
appointment of any trustee, receiver or liquidator of Tenant or any
material part of its properties; or (e) if within ninety (90) days
after the commencement of any proceeding against Tenant seeking any
reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any present or
future statute, law or regulation, such proceeding shall not have
been dismissed, or if, within ninety (90) days after the
appointment without the consent of acquiescence of Tenant, of any
trustee, receiver or liquidator of Tenant or of any material part
of its properties, such appointment shall not have been vacated; or
(g) if this Lease or any estate of Tenant hereunder shall be levied
upon under any attachment or execution and such attachment or
execution is not vacated within ten (10) days.





20.


Remedies.






If any
of the Events of Default shall occur, then Landlord shall have the
following remedies:


(a) Landlord
at any time after the Event of Default, at Landlord’s option,
may give to Tenant seven (7) days’ notice of termination of
this Lease, and in the event such notice is given, this Lease shall
come to an end and expire (whether or not the Term shall have
commenced) upon the expiration of such three (3) days, but Tenant
shall remain liable for damages as provided in Article 22
hereof.


(b) After
terminating this Lease, Landlord may immediately or at any time
after the Event of Default or after the date upon which this Lease
shall expire, reenter the Demised Premises or any part thereof,
without notice, either by summary proceedings or by any other
applicable action or proceeding, or by force or otherwise (without
being liable to indictment, prosecution or damages therefor), and
may repossess the Demised Premises and remove any and all of
Tenant’s property and effects from the Demised
Premises.



 







 






 


(c) Either
with or without terminating this Lease, Landlord may relet the
whole or any part of the Demised Premises from time to time, either
in the name of Landlord or otherwise, to such tenant or tenants,
for such term or terms ending before, on or after the Expiration
Date, at such rental or rentals and upon such other conditions,
which may include concessions and free rent periods, as Landlord,
in its sole discretion, may determine. In the event of any such
reletting, Landlord shall not be liable for the failure to collect
any rental due upon any such reletting, and no such failure shall
operate to relieve Tenant of any liability under this Lease or
otherwise to affect any such liability; and Landlord may make such
repairs, replacements, alterations, additions, improvements,
decorations and other physical changes in and to the Demised
Premises as Landlord, in its sole discretion, considers advisable
or necessary in connection with any such reletting or proposed
reletting, without relieving Tenant of any liability under this
Lease or otherwise affecting such liability.


(d) Landlord
shall have the right to recover the rental and all other amounts
payable by Tenant hereunder as they become due (unless and until
Landlord has terminated this Lease) and all other damages incurred
by Landlord as a result of an Event of Default.


(e) The
remedies provided for in this Lease are in addition to any other
remedies available to Landlord at law or in equity by statute or
otherwise.


(f) For
purposes hereof, any default by Tenant may be cured by payment or
performance by Tenant.





21.


Termination upon Default.






Upon
termination of this Lease by Landlord pursuant to Article 21
hereof, Landlord shall be entitled to recover from Tenant the
aggregate of: (a) the worth at the time of award of the unpaid
rental which had been earned at the time of termination; (b) the
worth at the time of award of the amount by which the unpaid rental
which would have been earned after termination until the time of
award exceeds the then reasonable rental value of the Demised
Premises during such period; (c) the worth at the time of the award
of the amount by which the unpaid rental for the balance of the
term of this Lease after the time of award exceeds the reasonable
rental value of the Demised Premises for such period; and (d) any
other amount necessary to compensate Landlord for all the detriment
proximately caused by Tenant’s failure to perform its
obligations under this Lease or which in the ordinary course of
things would be likely to result therefrom. The “worth at the
time of award” of the amounts referred to in clauses (a) and
(b) above is computed from the date such rent was due or would have
been due, as the case may be, by allowing interest at the rate of
two percent (2%) in excess of the prime rate as published in The
Wall Street Journal or, if a higher rate is legally permissible, at
the highest rate legally permitted. The “worth at the time of
award” of the amount referred to in clause (c) above is
computed by discounting such amount at the discount rate of the
Federal Reserve Bank of Chicago at the time of award, plus one
percent (1%).





22.


Landlord’s Right to Cure Defaults.






All
covenants, terms and conditions to be performed by Tenant under any
of the terms of this Lease shall be at its sole cost and expense
and without any abatement of rental. If Tenant shall fail to
perform any other act on its part to be performed hereunder and
such failure shall continue for thirty (30) days after notice
thereof by Landlord, Landlord may, but shall not be obligated so to
do, and without waiving or releasing Tenant from any obligations of
Tenant, make perform any such other act on Tenant’s part to
be made or performed as in this Lease provided. All sums so paid by
Landlord and all necessary incidental costs shall be deemed
additional rental hereunder and shall be payable to Landlord on
demand, and Landlord shall have (in addition to any other right or
remedy of Landlord) the same rights and remedies in the event of
the nonpayment thereof by Tenant as in the case of default by
Tenant in the payment thereof by Tenant as in the case of default
by Tenant in the payment of Basic Rental.



 







 






 





23.


Attorneys’ Fees.






If
either party uses the services of an attorney in connection with
(i) any breach or default in the performance of any of the
provisions of this Lease, in order to secure compliance with such
provisions or recover damages therefor, or to terminate this Lease,
or (ii) any action brought by Tenant against Landlord or Landlord
against Tenant, the non-prevailing party shall reimburse the
prevailing party upon demand for any and all attorneys’ fees
and expenses so incurred by the prevailing party.





24.


Subordination.







24.1 This
Lease is and shall be subject and subordinate, at all times, to (a)
the lien of any mortgage or mortgages which may now or hereafter
affect the Building, and to all advances made or hereafter to be
made upon the security thereof and to the interest thereon, and to
any agreements at any time made modifying, supplementing, extending
or replacing any such mortgages, and (b) any ground or underlying
lease which may now or hereafter affect the Building, including all
amendments, renewals, modifications, consolidation, replacements
and extensions thereof, provided any future mortgagee agrees not to
disturb Tenant’s tenancy and to recognize this Lease so long
as Tenant is not in default hereunder. Tenant shall attorn to any
such mortgagee and/or ground or underlying lessor upon the date it
acquires title to the Building. Tenant shall not have the right or
option to terminate this Lease in the event title to the Building
is acquired by such mortgagee or lessor. Provided Tenant is not in
default, any such mortgagee acquiring title to the Building through
foreclosure, exercise of a power of sale or deed in lieu of
foreclosure shall, upon acquiring title to the Building, accept
this Lease on all of its terms and conditions. Notwithstanding the
foregoing, at the request of the holder of any of the aforesaid
mortgage or mortgages or the lessor under the aforesaid ground or
underlying lease, this Lease may be made prior and superior to such
mortgage or mortgages and/or such ground or underlying
lease.


24.2 At
the request of Landlord, Tenant shall execute and deliver such
further instruments as may be reasonably required to implement the
provisions of this Article 25. Tenant hereby irrevocably, during
the term of this Lease, constitutes and appoints Landlord as
Tenant’s agent and attorney-in-fact to execute any such
instruments if Tenant shall failure or refuse to execute the same
within ten (10) days after notice from Landlord.





25.


Merger.






The
voluntary or other surrender of this Lease by Tenant, or a mutual
cancellation hereof, shall not work a merger, and shall, at the
option of Landlord, terminate all or any existing subleases or
subtenancies, or may, at the option of Landlord, operate as an
assignment to it of any or all such subleases or
subtenancies.





26.


Nonliability of Landlord






If
Landlord shall fail to perform any covenant, term or condition of
this Lease upon Landlord’s part to be performed, and, if as a
consequence of such default, Tenant shall recover a money judgment
against Landlord, such judgment shall be satisfied only against the
right, title and interest of Landlord in the building and out of
rents or other income from the building receivable by Landlord, or
out of the consideration received by Landlord from the sale or
other disposition of all or any part of Landlord’s right,
title and interest in the Building, and neither Landlord nor any of
the members or partners of Landlord shall be liable for any
deficiency.





27.


Estoppel Certificate.






At any
time and from time to time upon ten (10) days’ prior request
by Landlord, Tenant will promptly execute, acknowledge and deliver
to Landlord, a certificate indicating (a) that this Lease is
unmodified and in full force and effect (or, if there have been
modifications, that this Lease is in full force and effect, as
modified, and stating the date and nature of each modification),
(b) the date, if any, to which rental and other sums payable
hereunder have been paid, (c) that no notice has been received by
Tenant of any default which has not been cured, except as to
defaults specified in said certificate, and (d) such other matters
as may be reasonably requested by Landlord. Any such certificate
may be relied upon by any prospective purchaser, mortgagee or
beneficiary under any deed of trust of the Building or any part
thereof.



 







 






 





28.

No
Light, Air
or View Easement.






Any
diminution or shutting off of light, air or view by any structure
which may be erected on lands adjacent to the Building shall in no
way affect this Lease or impose any liability on
Landlord.





29.


Holding Over.






It is
hereby agreed that in the event of Tenant holding over after the
termination of this Lease in violation of the Lease, thereafter the
tenancy shall be treated as a tenancy from month to month in the
absence of a written agreement to the contrary, and Tenant shall
pay to Landlord a daily occupancy charge equal to seven percent
(7%) of the monthly rental under Paragraph 5 hereof for the last
lease year (plus all other charges payable by Tenant under this
Lease) for each day from the expiration or termination of this
Lease until the date the Demised Premises are delivered in the
condition required herein, and Landlord’s right to damages
for such illegal occupancy shall survive.





30.


Abandonment.






If
Tenant shall abandon or surrender the Demised Premises, or be
dispossessed by process of law or otherwise, any personal property
belonging to Tenant and left on the Demised Premises shall be
deemed to be abandoned, or, at the option of Landlord, may be
removed by Landlord at Tenant’s expense.





31.


Security Deposit.






Upon
the execution of this Lease, Tenant has deposited with Landlord the
“Deposit” in the amount set forth in Section 1 hereof.
The Deposit shall be held by Landlord as security for the faithful
performance by Tenant. If Tenant fails to pay rent or other charges
due hereunder, or otherwise defaults with respect to any provision
of this Lease, Landlord may, but shall have no obligation to, use,
apply or retain all or any portion of the Deposit for the payment
of any rent or other charge in default or for the payment of any
other sum to which Landlord may become obligated by reason of
Tenant’s default, or to compensate Landlord for any loss or
damage which Landlord may suffer thereby. If Landlord so uses or
applies all or any portion of the Deposit, Tenant shall within ten
(10) days after demand therefor deposit cash with Landlord in an
amount sufficient to restore the deposit to the full amount
thereof. Landlord shall not be required to keep the deposit
separate from its general accounts. If Tenant performs all of
Tenant’s obligations hereunder, the Deposit or so much
thereof as has not theretofore been applied by Landlord, shall be
returned, without payment of interest or other increment for its
use, to Tenant (or, at Landlord’s option, to the last
assignee, if any, of Tenant’s interest hereunder) at the
expiration of the Term, and after Tenant has vacated the Demised
Premises.





32.


Waiver.






The
waiver by Landlord of any agreement, condition or provision herein
contained shall not be deemed to be a waiver of any subsequent
breach of the same or any other agreement, condition or provision
herein contained, nor shall any custom or practice which may grow
up between the parties in the administration of the terms hereof be
construed to waive or to lessen the right of Landlord to insist
upon the performance by Tenant of the terms hereof in strict
accordance with said terms. The subsequent acceptance of rental
hereunder by Landlord shall not be deemed to be a waiver of any
preceding breach by Tenant of any agreement, condition or provision
of this Lease, other than the failure of Tenant to pay the
particular rental so accepted, regardless of Landlord’s
knowledge of such preceding breach at the time of acceptance of
such rental.





33.


Notices.






All
notices, consents, requests, demands, designations or other
communications which may or are required to be given by either
party to the other hereunder shall be in writing and shall be
deemed to have been duly given when personally delivered or
deposited in the United States mail, certified or registered,
postage prepaid, and addressed as follows: to Tenant at the address
set forth in section 1(l) hereof, or to such other place as Tenant
may from time to time designate in a notice to Landlord; to
Landlord at the address set forth in Section 1(m) hereof, or to
such other place as Landlord may from time to time designate in a
notice to Tenant; or, in the case of Tenant, delivered to Tenant at
the Demised Premises.



 







 






 





34.


Complete Agreement.






There
are no oral agreements between Landlord and Tenant affecting this
Lease, and this Lease supersedes and cancels any and all previous
negotiations, arrangements, brochures, agreements and
understandings, if any, between Landlord and Tenant or displayed by
Landlord to Tenant with respect to the subject matter of this Lease
or the Building. There are no representations between Landlord and
Tenant other than those contained in this Lease and all reliance
with respect to any representations is solely upon such
representations.





35.


Corporate Authority.






If
Tenant signs as a corporation, each of the persons executing this
Lease on behalf of Tenant does hereby covenant and warrant that
Tenant is a fully authorized and existing corporation, that Tenant
has and is qualified to do business in Michigan, that the
corporation has full right and authority to enter into this Lease,
and that each and all of the persons signing on behalf of the
corporation are authorized to do so.





36.


Inability to Perform.






If, by
reason of the occurrence of unavoidable delays due to acts of God,
governmental restrictions, strikes, labor disturbances, shortages
of materials or supplies or for any other cause or event beyond
Landlord’s reasonable control, Landlord is unable to furnish
or is delayed in furnishing any utility or service required to be
furnished by Landlord under the provisions of Article 8 hereof or
any other provisions of this Lease or any collateral instrument, or
is unable to perform or make or is delayed in performing or making
any installations, decorations, repairs, alterations, additions, or
improvements, whether required to be performed or made under this
Lease or under any collateral instrument, or is unable to fulfill
or is delayed in fulfilling any of Landlord’s other
obligations under this Lease or any collateral instrument, no such
inability or delay shall constitute an actual or constructive
eviction in whole or in part, or entitle Tenant to any abatement or
diminution of rental or other charges due hereunder or relieve
Tenant from any of its obligations under this Lease, or impose any
liability upon Landlord or its agents by reason of inconvenience or
annoyance to Tenant, or injury to or interruption of Tenant’s
business, or otherwise.





37.


Covenant of Quiet Enjoyment.






So long
as Tenant pays rent and otherwise complies with the Lease,
Tenant’s possession of the Premises will not be disturbed by
Landlord, its successors or assigns, and Tenant shall be entitled
to quiet enjoyment of the Demised Premises.





38.


Miscellaneous.







38.1 The
words “Landlord” and “Tenant” as used
herein shall include the plural as well as the singular. If there
be more than one Tenant, the obligations hereunder imposed upon
Tenant shall be joint and several.


38.2 Submission
of this instrument for examination or signature by Tenant does not
constitute a reservation of or option for lease, and it is not
effective as a lease or otherwise until execution and delivery by
both Landlord and Tenant.


38.3 The
agreements, conditions and provisions herein contained shall,
subject to the provisions as to assignment, set forth in Article 17
hereof, apply to and bind the heirs, executors, administrators,
successors and assigns of the parties hereto.


38.4 Tenant
shall not without the consent of Landlord, use the name of the
Building for any purpose other than as the address of the business
to be conducted by Tenant in the Demised Premises. Landlord
reserves the right to select the name of the Building and to make
such changes of name as it deems appropriate from time to
time.


38.5 If
any provisions of this Lease shall be determined to be illegal or
unenforceable, such determination shall not affect any other
provisions of this Lease and all such other provisions shall remain
in full force and effect.


38.6 This
Lease shall be governed by and construed pursuant to the laws of
the State of Michigan.


 




 








 






 


IN WITNESS WHEREOF, the parties hereto
have executed this Lease as of the date set forth in Section
1(a).


GREEN
COURT LLC,


a
Michigan limited liability company


 


 


By:
/s/ James D.
Hooberman                                




Name:
James D. Hooberman


Its:
Member


 


“LANDLORD”


 


 


ENDRA
INC.,


a
Delaware corporation


 


 


By:
/s/ Michael
Thornton                                      




Name:
Michael Thornton, President


 


“TENANT”


 


 


 



EXHIBITS:


A
— Floor Plan


B
— List of Improvements


C
— Rules and Regulations




 








 







EXHIBIT A



FLOOR PLAN (attachment)




 








 







EXHIBIT B



LIST OF IMPROVEMENTS


Prior to delivery of possession by Landlord to
Tenant, Landlord, at Landlords sole cost and expense, shall
construct the Demised Premises, as outlined on floor plan attached
as Exhibit B and complete the improvements set forth below.
Landlord to pay for all clean up
associated with stated improvements.



1.            Remove
and replace carpeting with building standard
materials.



2.            Install
Anti-Static Flooring in location on Plan



3.            Replace
Lay-in Light Fixtures with Parabolic Lens
Fixtures



4.            Install
Fan (minimum 350cfm)
In Lab and Out To
Roof



5.            Install
New Cabinets In Lunch Room w/ Formica Tops



6.            Move
Sink In Lunch Room and Install Two New Dedicated
Circuits



7.            Install
Four New Solid Core Single Doors and One Solid Core Double
Door



8.            Install
One New Step Down Transformer -240 V a/a Single NEMA
Receptacle



9.            East
Wall-Install One Run of Exterior Mounted Electrical
Supply



10.         
Labor and Material For Demolition
and Carpentry Per Plan



11.         
Paint Entire Office
Walls


12.         
Clean Up of
Space


Notwithstanding anything contained in the
Lease to the contrary, Tenant’s obligation for payment of
rent and any and all expenses hereunder shall be limited to Basic
Rent as outlined in Article 1 of the Lease.




 








 







EXHIBIT C



RULES AND REGULATIONS


Tenant
shall comply with the following schedule of rules and regulations
and take such actions as are necessary to ensure compliance by its
agents, contractors and invitees. All rules and regulations set
forth in this schedule shall be in addition to, and shall in no way
limit, the provisions of the Lease.


1. The
common areas of the Building shall not be used for any purposes
other than those for which they are designated by
Landlord.


2. Landlord
has the right to control access to the Building and refuse access
to any person who does not have satisfactory
identification.


3. Soliciting,
peddling and canvassing is prohibited in the Building.


4. Vending
machines may be operated in the Demised Premises, but not in the
other portions of the Building or in the Common Areas.


5. Except
as otherwise provided in the Lease, nothing shall be attached to
the interior or exterior of the Building.


6. No
bicycles, vehicles or animals of any kind (other than wheelchairs
and seeing-eye dogs) shall be brought into the
Building.


7. No
marking, drilling, boring, cutting or defacing of the walls, floors
or ceilings of the Building (other than the hanging of art work,
diplomas and similar objects) shall be permitted, except as
expressly provided to the contrary in the Lease.


8. The
toilets and other plumbing fixtures shall not be used for any
purpose other than that for which they are designed.


9. Smoking
is prohibited outside the Building near the entry and exit ways, or
in any other areas designed by Landlord.


10. Do
not obstruct sidewalks, entrances, halls, elevators or stairways in
or about the Building.


11. Do
not place objects against glass partitions, doors or windows, which
may be unsightly from the Building’s corridors, or from other
areas of the Building.


12. Except
as set forth in the Lease, do not install or change locks without
providing Landlord copies of the new keys simultaneously
therewith.


13. Machinery
or mechanical devices which are not directly related to
Tenant’s ordinary use of the Demised Premises shall not be
installed or operated.


14. Landlord
shall not be responsible for any lost or stolen money or
property.


15. The
Demised Premises shall not be used for sleeping or for any immoral
or illegal purpose.


16. Building
windows may be cleaned at any time.


17. Landlord
must approve any contractor rendering any service in the Demised
Premises before performance of any contractual services. All
contractors must have a certificate of insurance on file with
Landlord. No contractor shall interfere with other work being
performed at the Development, nor allow its employees or agents to
interfere with such work.



 







 






 


18. Tenants
must not unreasonably annoy other tenants in the Building, by
excess noise or otherwise, within any such tenant’s demised
premises.


19. Parking
Regulations:


(a) Vehicles
WILL NOT park in the designed “Reserved” spaces, unless
they are reserved for the tenant, its employees or invitees
pursuant to a written agreement between the tenant and Landlord.
There will be no parking in any area of the Development other than
those areas clearly marked and defined for parking.


(b) Parking
will be on the basis of first-come, first-served except for
reserved spaces.


(c) Parkers
will be expected to park their vehicles in an orderly manner within
the marked stalls provided.


(d) It
is recommended that vehicles be left in a “brakes on, doors
locked” condition at all times.


(e) No
vehicles will be allowed to park in any driveway area or in any
manner which will interfere with the normal flow of
traffic.


(f) Vehicles
parked illegally will be towed at the vehicles owner’s
expense.


(g) Tenant
agrees that all its employees have been fully informed as to the
content of these regulations.


(h) Landlord
or Landlord’s agents and employees shall not be liable for
and Tenant waives all claims through Tenant resulting from any
accident or occurrence in and upon the parking area.


(i) All
vehicles parked in the parking areas shall be in good condition and
repair, driven and handled at the risk of the owner.


(j) Vehicle
owner or owner’s agents shall not wash, wax or otherwise
clean or prep the interior/exterior of vehicles or perform any
maintenance whatsoever on vehicles within the parking area or on
any part of the parking lot servicing the Building.


(k) In
the event that vehicle owner’s use of the parking area
violates any local, county or state law, regulation or ordinance,
automobile owner’s right to utilize the parking area shall
immediately cease.


(l) Parking
areas shall not be used to store vehicles or for parking unduly
large commercial or recreational vehicles. Notwithstanding the
foregoing, Tenant may park its delivery trucks in the parking areas
overnight and/or over weekends in the normal course of its business
operations.


20. The
rules and regulations must be observed unless they are waived in
writing by Landlord.


21. Landlord
shall have the right to make other reasonable rules from time to
time.


Tenant
shall be responsible for the observance of all the foregoing rules
and regulations by Tenant’s agents, contractors and invitees.
Landlord shall not be responsible for any violation of the
foregoing rules and regulations by other tenants of the Building
and shall have no obligation to enforce the same against other
tenants. Landlord shall have the right to amend these rules and
regulations from time to time in accordance with the terms of the
Lease.