Exhibit 10.1


 


FLEX SPACE OFFICE LEASE


 


THIS LEASE, made this 5th day of May, 2005,
by and between Saul Holdings Limited Partnership (hereinafter “Landlord”); and
Pressure Biosciences, Inc., a Massachusetts corporation (hereinafter
“Tenant”).


 


WITNESSETH:


 


1.                                      PREMISES.
 For and in consideration of the rent
hereinafter reserved and the mutual covenants hereinafter contained, Landlord
does hereby lease and demise unto Tenant, and Tenant does hereby hire, lease
and accept, from Landlord, Suite Number 3 containing approximately 2,784
gross rentable square feet of space (the “Gross Area”) located at 209 Perry
Parkway, Gaithersburg, Maryland 20877, the (“Building”), situated on Avenel
Business Park, Phase II (the “Property”) all upon the terms and conditions hereafter
set forth.  That portion of the Gross
Area which Tenant shall be entitled to occupy is hereinafter referred to as the
“Premises,” and is outlined in red on the floorplan attached hereto as Exhibit A and by this reference made a part
hereof.  It is specifically understood
that for purposes of calculating any payments or pro-rations hereunder, the
number of gross rentable square feet set forth above shall control.


 


2.                                      TERM.  The term of this Lease shall commence on the
date hereof (the “Lease Date”) and shall end twelve (12) months after the “Rent
Commencement Date,” as hereinafter defined. 
The “Rent Commencement Date” shall be the first (1st) day of
May, 2005, or the date Tenant actually commences occupancy of the Premises
(other than for the purposes of completing the “Initial Alterations,” as
defined in Article 9 hereof, and
otherwise readying the Premises for occupancy it being agreed that Tenant shall
have access to the Premises at Tenant’s risk and upon satisfaction of the
requirements of Article 17 for such purposes
on the next day following the Lease Date), whichever is earlier.  In the event the Rent Commencement Date is a
date other than the first day of a calendar month, the term of the Lease shall
run for the number of months set forth above from the first day of the calendar
month following the Rent Commencement Date. 
The parties agree that they shall execute an agreement specifying the
Rent Commencement Date and the date of termination of this Lease and such other
matters as Landlord may reasonably require (the “Commencement and Estoppel
Agreement” attached hereto as Exhibit D).  Tenant agrees to execute and deliver to
Landlord said agreement within five (5) business days after receipt of
written notice from Landlord.  If Tenant
fails to execute and return such Commencement and Estoppel Agreement to
Landlord within such five (5) day period, then Landlord shall be entitled
to collect from Tenant, as liquidated damages with respect to such default of
Tenant in addition to Base Rent and other amounts payable hereunder, as
Additional Rent, an amount equal to one-half of one percent (1/2%) of the then
amount of Base Rent then payable under this Lease, for each day Tenant delays
in returning the Commencement and Estoppel Agreement to Landlord.


 


3.                                      RENT.


 


(a)                                  Commencing with the
Rent Commencement Date, Tenant shall pay as annual rent for the Premises the
sum of Fifty-Five Thousand Six Hundred Eighty and No/100 Dollars ($55,680.00)
per annum, payable in equal monthly installments of Four Thousand Six Hundred
Forty and No/100 Dollars ($4,640.00) each (the “Base Rent”).  All such monthly installments of rent shall
be payable to Landlord at the address specified in Article 33
of this Lease, in advance, without previous notice or demand therefor, and
without deduction, setoff or recoupment, with the first monthly installment to
be due and payable no later than the Rent Commencement Date and each subsequent
monthly installment to be due and payable on the first day of each and every
month following the Rent Commencement Date during the term hereof.  If the Rent Commencement Date is a date other
than the first day of a month, rent for the period commencing with and
including the Rent Commencement Date until the first day of the following month
shall be pro-rated at the rate of one-thirtieth (1/30th) of the
fixed monthly rental per day.


 


(b)                                 Landlord hereby
acknowledges receipt of Four Thousand Six Hundred Forty and No/100 Dollars
($4,640.00) to be held as security for the performance by Tenant of Tenant’s
covenants and obligations under this Lease, it being expressly understood that
the deposit may be commingled with other funds of Landlord and shall not be
considered an advance payment of rental or a measure of Landlord’s damage in
case of default by Tenant.  Upon the
occurrence of any event of default by Tenant or breach by Tenant of Tenant’s
covenants under this Lease, Landlord may, from time to time, without prejudice
to any other remedy, use the security deposit to the extent necessary to make
good any arrears of rent and/or any damage, injury, expense or liability caused
to Landlord by the event of default or breach of covenant.  In the event that Tenant shall fully and
faithfully comply with all the terms, conditions and covenants of this Lease,
any part of the security not used or retained by Landlord shall be returned to
Tenant after the expiration date of the term of this Lease and after delivery
of exclusive possession of the Premises to Landlord; provided, however, that
Landlord may retain all or a portion of the security until Landlord makes the
final annual adjustments of Annual Operating Costs and Real Estate Taxes and
ascertains Tenant’s share of such amounts which accrued prior to the expiration
of the term.


 


4.                                      RENT
ESCALATION.


 


(a)                                  Commencing on the first
day of the second Lease Year (as hereinafter defined) and on the first day of
every Lease Year thereafter during the term hereof, the annual rent (without
deduction for rent abatement, if any) shall be increased by three percent (3%)
of the amount of the annual rent which was in effect during the Lease Year
immediately preceding the Lease Year for which the adjustment is being made,
payable by Tenant as additional monthly rent.


 


(b)                                 For all purposes of
this Lease, the term “Lease Year” shall be defined to mean a period of twelve
(12) full calendar months.  The first
Lease Year shall commence on the Rent Commencement Date (or on the first day of
the first calendar month following the Rent Commencement Date if said date is
other than the first day of a calendar


 


1





















 


month), and each succeeding Lease Year shall commence on the
anniversary date of the beginning of the first Lease Year.


 


5.                                      ANNUAL
OPERATING COSTS.


 


(a)                                  Tenant agrees to pay to Landlord, as
additional rent, its Pro-Rata Share (as hereinafter defined) of Annual
Operating Costs (as hereinafter defined).


 


(b)                                 Tenant shall initially
pay to Landlord on the Rent Commencement Date and on the first day of each
calendar month thereafter, as its estimated payment of the Annual Operating
Costs, the sum of $14,950.08, calculated at the rate of $5.37 per square foot,
in equal monthly installments of $1,245.84 each.  At any time, Landlord may retroactively
re-estimate Tenant’s Pro-Rata share of Landlord’s Annual Operating Costs and
may bill Tenant for any deficiency which may then be due for the current year
or any prior periods, and thereafter Tenant’s monthly installments shall also
be adjusted based on Landlord’s revised estimate of Annual Operating
Costs.  If the Rent Commencement Date is
a date other than the first day of the month, Tenant’s Pro-Rata share shall be
pro-rated in the same manner as Base Rent under Article 3
hereof.  Within one hundred eighty (180)
days following each September 30th during the term hereof,
Landlord shall submit to Tenant a statement (the “Annual Statement”) in
reasonable detail of the actual Annual Operating Costs for the twelve month
period ending September 30th of each year (“Fiscal Year”).  If such statement shows that Tenant’s share
of the actual Annual Operating Costs exceeded Tenant’s monthly payments, then
Tenant shall, within thirty (30) days after Tenant’s receipt of the Annual
Statement, pay the total amount of such deficiency to Landlord; any
overpayments by Tenant shall be credited by Landlord against the next
installment(s) of Rent due and payable. 
Thereafter, upon receipt of such succeeding Annual Statement, Tenant’s
monthly payments during the period covered by said Annual Statement shall be
adjusted to the actual Annual Operating Cost, and such adjustment shall be paid
within thirty (30) days of the date of said Statement.  The Landlord’s budget estimate for Annual
Operating Costs, as adjusted pursuant to this Article 5,
shall be used as the basis for calculating Tenant’s monthly payments for the
next succeeding twelve (12) month period.


 


(c)                                  All monthly payments
as may be required hereunder shall be payable in full on the first day of each
calendar month.  Failure of the Landlord
to provide any Annual Statement within the said one hundred eighty (180) day
period shall not constitute a waiver by Landlord of its rights to payments due
pursuant to this Article 5, and the
obligations hereunder shall survive the expiration or other termination of this
Lease.


 


(d)                                 For any applicable
Fiscal Year that begins prior to the Rent Commencement Date or ends after the
expiration date of this Lease, the amount due for that Fiscal Year shall be
apportioned on a per diem basis so that only that portion attributable to the
portion of such Fiscal Year that occurs during the term of this Lease, shall be
payable by Tenant.


 


(e)                                  Annual Operating
Costs as used herein shall mean all costs of operation, maintenance and repair
of the Building and the Property, (except structural repairs), and its appurtenances,
and shall include the following by way of illustration but not limitation: Real
Estate Taxes (as hereinafter defined), the cost of labor, materials and
services for the operation, maintenance and repair of the Building and its
appurtenances (including service roads and parking areas) and the Common
Facilities, including, but not limited to, water and sewer charges; heating,
ventilating and air conditioning maintenance and repairs; refuse and rubbish
disposal; snow removal; license, permits and inspection fees; maintenance and
service contracts; management fees; all landscaping costs (including upgrades
and replacements thereto); parking lot lighting; watchman, guards, and any
personnel engaged in the operation, maintenance or repair of the Property and
its appurtenances together with payroll taxes and employee benefits applicable
thereto; reserve for asphalt and roof repairs; Landlord’s administrative costs
equal to fifteen percent (15%) of the Annual Operating Costs (excluding Real
Estate Taxes); and insurance.  It is
understood and agreed that management fees may be charged by Landlord or any
other person or entity on the basis of a specified percentage of the gross
receipts derived from the Building or on any other basis, provided that, in the
case of management fees charged by Landlord, such fees shall not exceed the
greater of five percent (5%) of gross receipts or the customary management fees
charged for similar properties in the same geographic area.  Landlord shall not be liable in any such case
for any inconvenience, disturbance, loss of business or any other annoyance
arising from the exercise of any or all of the rights of Landlord in this Article 5.


 


(f)                                    Common Facilities
means all areas provided by Landlord, from time to time, for the common or
joint use and benefit of the occupants of the Building and their employees,
agents, servants, customers and other invitees, including, without limitation,
management offices, parking areas, parking decks, access roads, driveways,
retaining walls, landscaped areas, truck serviceways, sidewalks, parcel pickup
stations and, to the extent Landlord elects to service, repair, maintain and/or
replace HVAC Equipment, all such HVAC Equipment for which Landlord has, or has
assumed, responsibility.


 


(g)                                 The term “Real Estate
Taxes” means all taxes, rates and assessments, general and special, levied or
imposed, with respect to the land, buildings and improvements comprising the
Property, including all taxes, rates and assessments, general and special, levied
or imposed, for schools, public betterment, general or local improvement and
operations and taxes imposed in connection with any special taxing
district.  If the system of real estate
taxation shall be altered or varied and any new tax or levy shall be levied or
imposed on said land, buildings and improvements, and/or Landlord in
substitution for real estate taxes presently levied or imposed on immovables in
the jurisdiction where the Building is located, then any such new tax or levy
shall be included within the term “Real Estate Taxes.”  Should any governmental taxing authority
acting under any regulation, levy, assess, or impose a tax, excise and/or
assessment however described (other than an income or franchise tax) upon,
against, on account of, or measured by, in whole or in part, the rent expressly
reserved hereunder, or upon the rent expressly reserved under any other leases
or leasehold interests in the Property, as a substitute (in whole or in part)
or in addition to any existing real estate taxes on land and buildings and
otherwise, such tax or excise on rents shall be included within the term “Real
Estate Taxes.”


 


2





















 


In the event Landlord is required to pay Real Estate Taxes in advance,
Tenant agrees that Landlord shall immediately be entitled to reimbursement
therefor.  Reasonable expenses
(consisting of attorneys’ fees, consulting fees, expert witness fees and
similar costs) incurred by Landlord in obtaining or attempting to obtain a
reduction of any Real Estate Taxes, shall be added to and included in the
amount of any such Real Estate Taxes. 
Real Estate Taxes which are being contested by Landlord shall
nevertheless be included for purposes of the computation of the liability of
Tenant under this Article 5,
provided, however, that in the event that Tenant shall have paid any amount of
increased rent pursuant to this Article 5
and the Landlord shall thereafter receive a refund of any portion of any Real
Estate Taxes on which such payment shall have been based, Landlord shall pay to
Tenant the appropriate portion of such refund. 
Landlord shall have no obligation to contest, object to or litigate the
levying or imposition of any Real Estate Taxes and may settle, compromise,
consent to, waive or otherwise determine in its discretion to abandon any
contest with respect to the amount of any Real Estate Taxes without consent or
approval of the Tenant.


 


(h)                                 The Tenant’s Pro-Rata
Share as used herein shall mean four and 97/100s (4.97%) of the Annual
Operating Costs and Real Estate Taxes for the Building and the Property.


 


6.                                      ADDITIONAL
RENT.


 


(a)                                  Tenant shall (i) pay
all charges for water, sewer, and electricity used by Tenant during the term of
this Lease and metering therefor; (ii) pay all telephone charges; and (iii) be
responsible for the prompt and sanitary storage of Tenant’s refuse and rubbish
in the Premises.


 


(b)                                 Any amounts required
to be paid by Tenant hereunder and any charges or expenses incurred by Landlord
on behalf of Tenant under the terms of this Lease shall be considered
additional rent payable in the same manner and upon the same terms and
conditions as the rent reserved hereunder. 
Any failure on the part of Tenant to pay such additional rental when and
as the same shall become due shall entitle Landlord to the remedies available
to it for non-payment of rent.  Tenant’s
failure to object to any statement, invoice or billing rendered by the Landlord
within a period of thirty (30) days after receipt thereof shall constitute
Tenant’s acquiescence with respect thereto, and such statement, invoice or
billing shall thereafter be deemed to be correct and shall be an account stated
between Landlord and Tenant.  If Tenant
requests that Landlord prepare, review, or execute any document, consent or
waiver in connection with this Lease or otherwise, Tenant shall be obligated to
pay to Landlord, as Additional Rent, a fee in the amount set forth on a fee schedule adopted
by Landlord from time to time, to compensate Landlord for the cost of reviewing
and processing any such request, and Landlord shall not be obligated to process
any such request of Tenant until Tenant has paid Landlord the applicable
processing fee.  Landlord will supply
Tenant with a copy of Landlord’s then current processing fee schedule upon
Tenant’s request.  Nothing herein shall
be deemed to require that Landlord consent to, execute or approve any document,
consent or waiver submitted to Landlord by Tenant notwithstanding Tenant’s
payment of the applicable processing fee.


 


(c)                                  Payment by Tenant of
a lesser amount than shall be due and shall be deemed to be payment on account,
and shall not constitute an accord and satisfaction with respect to the
underlying obligation.  The acceptance by
Landlord of a check for a lesser amount with an endorsement or statement
thereon, or upon any letter accompanying such check, that such lesser amount is
payment in full, shall be given no effect, and Landlord may accept such check
without prejudice to any other rights or remedies which it may have against the
Tenant.  In addition to all liens upon
and rights of setoff or recoupment against any money or property of Tenant by
law, Landlord shall have, to the extent permitted by law, a contractual
security interest in and a right of setoff against all deposits, moneys or
other property of Tenant now or hereafter in the possession of or on deposit
with Landlord.  Each such security
interest or right of setoff may be exercised without demand upon or notice to
Tenant.  No security interest or right of
setoff shall be deemed to have been waived by any act or conduct on the part of
Landlord or by any neglect to exercise such right of setoff or to enforce such
setoff and/or security interest or by any delay in so doing.  Every right of setoff and/or security
interest shall continue in full force and effect until such right of setoff
and/or security interest is expressly waived or released by an instrument in
writing executed by Landlord.


 


7.                                      LAWS
AND ORDINANCES.  Tenant will, at its
own cost, promptly comply with and carry out all orders, requirements or
conditions now or hereafter imposed upon it by the ordinances, laws and/or
regulations of the municipality, county and/or state in which the Premises are
located, whether required of Landlord or otherwise, in the conduct of Tenant’s
business, including, without limitation, all local, state and federal laws and
regulations respecting the storage, handling and use of any hazardous waste,
infectious waste or other hazardous materials, except that Landlord shall
comply with any orders affecting structural walls and columns unless due to
Tenant’s particular business or use of the Premises.  Tenant will indemnify and save Landlord
harmless from all penalties, claims, and demands resulting from Tenant’s
failure or negligence in this respect.


 


8.                                      FURNITURE;
FIXTURES; ELECTRICAL EQUIPMENT.


 


(a)                                  Tenant shall not
place a load upon the floor of the Premises exceeding one hundred twenty five
(125) pounds per square foot without Landlord’s prior written consent.  Business machines, mechanical equipment and
materials belonging to Tenant which cause vibration, noise, cold, heat or fumes
that may be transmitted to the Building or to any other leased space therein to
such a degree as to be objectionable to Landlord or to any other tenant in the
Building shall be placed, maintained, isolated, stored and/or vented by Tenant
at its sole expense so as to absorb and prevent such vibration, noise, cold,
heat or fumes.  Tenant shall not keep
within or about the Premises any dangerous, inflammable, toxic or explosive
material; notwithstanding the foregoing, however, Tenant may keep within or
about the Premises, dangerous, inflammable, toxic or explosive materials listed
on Exhibit G attached hereto used in
the ordinary course of its business, provided such materials are used, stored,
and disposed of in accordance with all applicable laws pertaining thereto.  Tenant shall indemnify Landlord and hold it
harmless against any and all damage, injury, or claims resulting from the
moving of Tenant’s equipment, furnishings and/or materials into or out of the
Premises or from the storage or operation of the same.  Any and all damage or injury to the Premises,
the Building, or


 


3





















 


the Property caused by such moving, storage or operation shall be
repaired by Tenant at Tenant’s sole cost.


 


(b)                                 Tenant shall not
install any equipment whatsoever which will or may necessitate any changes,
replacements or additions to the water system, plumbing system, heating system,
air conditioning system or the electrical system of the Premises without the
prior written consent of Landlord. 
Tenant shall, at its sole cost and expense, pay all charges for
electricity used by the Tenant during the term of this Lease, including that
used for interior lighting and the operation of the heating and air
conditioning system in the Premises.  All
equipment and fixtures hereafter installed and paid for by Tenant in the
Premises shall be new and, subject to the provisions of Article 16(d) herein,
shall remain the property of Tenant and shall be removable by Tenant at the
expiration or earlier termination of the term of this Lease, provided that (i) Tenant
shall not at such a time be in default under this Lease, and (ii) in the
event of the removal of any or all of such equipment and fixtures, Tenant shall
promptly restore the damage done to the Premises by the installation and/or
removal thereof.  Should Tenant fail to
so remove Tenant’s trade fixtures and/or to so restore the Premises, Landlord
may do so, collecting, at Landlord’s option, the cost and expenses thereof, as
Additional Rent, upon demand.  Any such
equipment and fixtures which are not removed and those which, by the terms of
this Lease are not removable by Tenant at or prior to any termination of this
Lease, including, but not limited to, a termination by Landlord pursuant to
this Lease, shall, unless Landlord gives Tenant notice to remove any or all of
such trade fixtures, be and become the property of Landlord (without any
obligation by Landlord to pay compensation for such equipment and
fixtures).  If Landlord gives Tenant such
notice to remove any or all of such equipment and fixtures, Tenant shall
promptly remove such of the trade fixtures as may be specified by Landlord in
such notice.  Notwithstanding anything
herein contained to the contrary, or any decision of any court to the contrary,
the terms “equipment” and “fixtures” shall not include any air conditioning
equipment, heating, lighting, electrical and plumbing equipment installed by
Tenant in the Premises, nor any wiring or other apparatus related thereto, or
any items either installed by or paid for by Landlord.


 


(c)                                  Landlord represents
that, to the best of Landlord’s knowledge, the Premises and the Building are in
compliance with all environmental laws in existence on the Lease Date, and that
no hazardous materials are located within the Premises.  No hazardous materials shall be stored or
used in the Premises except substances customarily used in business offices, as
required for the operation of Tenant’s business, as permitted under this Lease,
and any such hazardous materials shall be in amounts reasonably required for
the operation of Tenant’s Business and shall be stored and handled in strict
compliance with applicable laws.


 


(d)                                 Landlord shall defend,
indemnify, and hold Tenant harmless against and from any and all injuries,
costs, expenses, liabilities, losses, damages, injunctions, suits, actions,
fines, penalties, and demands of any kind or nature (including reasonable attorney
fees) occasioned by or arising out of or relating to any environmental
pollution, damage, condition or problem arising from the presence of any
hazardous substances, asbestos or other toxic waste as defined in any federal,
state, or municipal laws, rules, regulations, or ordinances in or about the
Premises or the Building or the Property in violation of law caused by the
acts, omissions or negligence of Landlord, its agents, or employees and not
caused by Tenant’s acts, omissions or use of the Premises.


 


(e)                                  Tenant shall defend,
indemnify, and hold Landlord harmless against and from any and all injuries,
costs, expenses, liabilities, losses, damages, injunctions, suits, actions,
fines, penalties, and demands of any kind or nature (including reasonable attorney
fees) occasioned by or arising out of or relating to any environmental
pollution, damage, condition or problem arising from the presence of any
hazardous substances, asbestos or other toxic waste as defined in any federal,
state, or municipal laws, rules, regulations, or ordinances in or about the
Premises or the Building or the Property in violation of law caused by the
acts, omissions or negligence of Tenant, its agents, employees, subtenants or
licensees and not caused by Landlord’s acts, omissions or use of the Premises.


 


(f)                                    Tenant represents
that the list attached hereto as Exhibit G
is a complete and accurate list of chemicals and hazardous materials, including
estimated maximum quantities of each such material, which may be used and
stored in or about the Premises.  The
amounts of chemicals and hazardous materials will be limited to quantities
necessary for the Tenant’s day-to-day operations.  Landlord is relying on the list in Exhibit G in not requiring that Tenant obtain Gradual
Pollution and/or Contamination Liability Insurance. Tenant will, within two (2) business
days after written request by the Landlord, provide the Landlord with an
updated list of chemicals and a certification of all hazardous materials
(including the quantities of all such chemicals and materials) located within
the Premises. If Tenant’s operations change and additional materials or
chemicals and/or quantities significantly larger than those stipulated in Exhibit G are required for Tenant’s operation, Tenant
shall notify Landlord in writing not less than five (5) business days
prior to bringing any such materials or chemicals to the Premises, and Landlord
shall have the right to require Tenant to obtain and maintain Gradual Pollution
and/or Contamination Liability Insurance if, in Landlord’s reasonable opinion,
such change in the nature or quantity of materials being stored materially
increases the risk of contamination.


 


(g)                                 No later than thirty
(30) days after the expiration or earlier termination of the Lease, Landlord may
engage its environmental consultant, Environmental Management Group, or another
environmental consultant satisfactory to Landlord to perform a Phase I
environmental assessment of the Premises and any surrounding areas of the
Property designated by Landlord or the Environmental Consultant.  The cost of the above described Phase I
assessments shall be paid by Landlord unless the assessment indicates that
Tenant did not comply with the provisions of this Article and/or
applicable Legal Requirements governing Tenant’s use, storage, and disposal of
chemicals and hazardous materials in which event Tenant shall reimburse
Landlord as additional rent for the cost of the assessment and any required
remediation to levels consistence with the use of the Premises.


 


(h)                                 Landlord shall have
the right, on one (1) occasion during each Lease Year to have Landlord’s
environmental consultant inspect the Tenant’s records and procedures regarding
the Tenant’s storage, use, and disposal of chemicals and hazardous materials
within the Premises.  In the event that
the Landlord’s environmental consultant finds that the Tenant is not in
compliance with the provisions of this Article and/or any applicable Legal
Requirement regarding the storage, use, or disposal of chemicals or hazardous
materials, and Tenant fails to commence a cure or diligently prosecute said
cure within twenty (20) days after written notice thereof, such non compliance
shall constitute a non-monetary default under this Lease, and shall entitle
Landlord to pursue any remedies available under this Lease, and/or at law or in
equity, and/or otherwise available under applicable statutes related to
hazardous substances or materials.


 


4





















 


9.                                      ALTERATIONS.


 


(a)                                  Except for the initial
alterations and improvements to be made by Tenant prior to opening for business
at the Premises, as described on Exhibit C
(the “Initial Alterations”), Tenant shall make no alterations, installations,
improvements, additions, or changes, structural or otherwise, to any part of
the Premises, either exterior or interior, without Landlord’s written consent;
provided, however, that no consent shall be required for items of decoration,
repainting, wallpapering, minor repairs, and non-structural changes, (i) which
do not add to, delete from, or modify in any way, any mechanical, electrical,
sprinkler, plumbing, or fire protection system or other structural component of
the Building, (ii) the cost of which does not exceed Ten Thousand and
No/100 Dollars ($10,000.00), or (iii) and do not require a permit.  Tenant’s request for Landlord’s consent to
any subsequent alterations or changes to the Premises (“Subsequent
Alterations”) requiring Landlord’s consent shall be accompanied by plans
stating in detail, precisely what is to be done.  The Initial Alterations and any Subsequent
Alterations (collectively, “Alterations”) shall be at Tenant’s sole cost and
expense.  Tenant shall comply with the
building codes, regulations and laws, now or hereafter, to be made or enforced
in the municipality, county and/or state, which pertain to such
Alterations.  Except to the extent
expressly provided to the contrary in this Lease, the Alterations (except only
moveable office furniture and fixtures) shall become and remain a part of the
Premises and shall, at Landlord’s option, become Landlord’s property upon the
termination of Tenant’s occupancy of said Premises; provided, however, that if
Landlord gives written notice to Tenant at the expiration or other termination
of this Lease to such effect, it may require Tenant to restore said Premises,
at Tenant’s sole cost and expense, to the condition in which the Premises are
required to be on the later of (i) the Rent Commencement Date, or (ii) the
date Tenant opens for business, or (iii) the completion of all work of
Landlord and Tenant contemplated to be performed in the Premises pursuant to
the provisions of this Lease.  Tenant
shall save Landlord harmless from and against all expenses, liens, claims or
damages to either property or person which may or might arise by reason of the
making of any such additions, improvements, alterations and/or
installations.  Landlord reserves the
right to change, increase or reduce, from time to time, the number,
composition, dimensions or location of any parking areas, signs, the Building
name, service areas, walkways, roadways or other common areas or make
alterations or additions to the Building, in its sole discretion, so long as
such change does not materially adversely affect Tenant’s use and occupancy of
the Premises.  Landlord’s approval of
Tenant’s plans and specifications under this Article 9
or any other provisions of this Lease is solely for the purpose of ascertaining
whether Tenant’s proposed Alterations will have an adverse impact on the structural
components or Common Facilities of the Building and to insure the aesthetic and
architectural harmony of the Tenant’s proposed Alterations with the remainder
of the Building.  No approval of plans by
Landlord shall be deemed to be a representation or warranty by Landlord that
such plans or the work provided for therein will comply with applicable codes,
laws or regulations or be in conformance with any insurance or other
requirements which affect the Premises or the Building, and Tenant shall have
the sole responsibility of complying with all such requirements notwithstanding
Landlord’s approval of Tenant’s plans.


 


(b)                                 NOTICE IS
HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR OR MATERIALS
FURNISHED OR TO BE FURNISHED TO TENANT UPON CREDIT, AND THAT NO MECHANICS’ OR
OTHER LIEN FOR ANY SUCH LABOR OR MATERIALS SHALL ATTACH TO OR AFFECT THE ESTATE
OR INTEREST OF LANDLORD IN AND TO THE PREMISES OR THE BUILDING.  WHENEVER AND AS OFTEN AS ANY LIEN ARISING OUT
OF OR IN CONNECTION WITH ANY WORK PERFORMED, MATERIALS FURNISHED OR OBLIGATIONS
INCURRED BY OR ON BEHALF OF TENANT SHALL HAVE BEEN FILED AGAINST THE PREMISES
OR THE BUILDING, OR IF ANY CONDITIONAL BILL OF SALE SHALL HAVE BEEN FILED FOR
OR AFFECTING ANY MATERIALS, MACHINERY OR FIXTURES USED IN THE CONSTRUCTION,
REPAIR OR OPERATION THEREOF, OR ANNEXED THERETO BY TENANT, TENANT SHALL
FORTHWITH TAKE SUCH ACTION BY BONDING, DEPOSIT OR PAYMENT AS WILL REMOVE OR
SATISFY THE LIEN OR CONDITIONAL BILL OF SALE WITHIN TEN (10) DAYS OF
LANDLORD’S WRITTEN REQUEST THEREFOR.


 


10.                               DAMAGE.  If the Premises are damaged by fire or other
cause covered by Landlord’s policy of fire insurance with extended coverage or
other property damage insurance carried by Landlord, all damage to the
structural portions of the building required to be maintained by Landlord
pursuant to this Lease shall be repaired by and at the expense of


 


5





















 


Landlord and the rent until such repairs shall have been made shall
abate pro-rata according to the part of the Premises which is unusable by
Tenant.  However, if such damage was
caused by the negligence of Tenant, its employees, agents, contractors,
visitors or licensees, then all rentals shall be payable by Tenant during such
period.  Due allowance shall be made for
reasonable delay which may arise by reason of adjustment of fire insurance on
the part of Landlord and/or Tenant, and for delay on account of “labor
troubles” or any other cause beyond Landlord’s control.  If, however, the Premises are rendered wholly
untenantable by fire or other cause, or Landlord shall decide not to rebuild
the same, Landlord may, at its option, cancel and terminate this Lease by
giving Tenant, within sixty (60) days from the date of such damage, notice in
writing of its intention to cancel this Lease, whereupon the term of this Lease
shall cease and terminate upon the third day after such notice is given, and
Tenant shall vacate the Premises and surrender the same to Landlord, but in
none of the certain contingencies in this Article 10
mentioned shall there be any liability on the part of Landlord to Tenant
covering or in respect of any period during which the occupation of said
Premises by Tenant may not be possible because of the matters hereinabove
stated.  Without limiting the foregoing,
Landlord shall not be responsible for consequential damages, lost profits or
any damage to Tenant’s personal property. 
If Landlord does not elect to terminate this Lease as provided above,
Landlord shall proceed in a commercially reasonable manner to repair the
portions of the Premises which Landlord is required to restore in accordance
with this Article 10 and, upon the
completion of such repairs, Tenant shall use diligent and commercially
reasonable efforts to repair the portions of the Premises which are the
responsibility of Tenant to insure under this Lease.


 


11.                               CONDEMNATION.  If the Premises or any part thereof shall be
taken by any governmental or quasi-governmental authority pursuant to the power
of eminent domain, or by deed in lieu thereof, Tenant agrees to make no claim
for compensation in the proceedings, and hereby assigns to Landlord any rights
which Tenant may have to any portion of any award made as a result of such
taking, and this Lease shall terminate as to the portion of the Premises taken
by the condemning authority and rental shall be adjusted to such date.  The foregoing notwithstanding, Tenant shall
be entitled to claim, prove and receive in the condemnation proceedings such
awards as may be allowed for relocation expenses and for fixtures and other
equipment installed by it which shall not, under the terms of this Lease, be or
become the property of Landlord at the termination hereof, but only if such
awards shall be made by the condemnation court in addition to and stated
separately from the award made by it for the land and the Building or part
thereof so taken.  If the nature,
location or extent of any proposed condemnation affecting the Building is such
that Landlord elects in good faith to demolish the Building, then Landlord may
terminate this Lease by giving at least sixty (60) days written notice of
termination to Tenant at any time after such condemnation and this Lease shall
terminate on the date specified in such notice.


 


12.                               USE
OF PREMISES.  The Premises shall be
used and occupied by Tenant solely for the purpose of general office use,
receiving, storing, light assembly and selling (other than retail) products,
materials and merchandise made and/or distributed by Tenant and for no other
purpose whatsoever.  The Premises shall
not be used for any illegal purpose or in violation of any valid regulation of
any governmental body, or in any manner to (i) create any nuisance or
trespass; (ii) annoy or embarrass Landlord or any other tenant of the
Property; (iii) vitiate any insurance; (iv) emit odors or noise; or (v) alter
the classification or increase the rate of insurance on the Property.  Tenant shall open for business in the
Premises on or before the Rent Commencement Date, and shall thereafter continuously,
actively and diligently operate its said business on the whole of the Premises.


 


13.                               REPAIRS
BY TENANT.  Tenant shall be
responsible for repairing, maintaining and cleaning the Premises and the
fixtures therein, keeping same in good order and condition during the term of
this Lease at its sole cost and expense, and will, at the expiration or other
termination of the term hereof, surrender and deliver up the same and all keys,
locks and other fixtures connected therewith (except only office furniture and
business equipment) in safe, clean, sanitary, and non-hazardous condition, and
otherwise in good order and condition, as the same were required to be in on
the date Tenant occupied the Premises for the conduct of Tenant’s business,
ordinary wear and tear excepted.


 


14.                               REPAIRS
BY LANDLORD.  Landlord shall have no
duty to Tenant to make any repairs or improvements to the interior of the
Premises except structural repairs necessary for safety and tenantability, and
then only if not brought about by any act or neglect of Tenant, its agents,
employees or invitees.  Landlord shall
not be liable for any damage caused to the person or property of Tenant, its
agents, employees or invitees, due to the Property or the Building or any part
or appurtenances thereof being improperly constructed or being or becoming out
of repair, or arising from the leaking of water or sewer, or from electricity,
or from any other cause whatsoever. 
Tenant agrees to report within two (2) business days in writing to
Landlord any defective condition in or about the Premises known to Tenant which
Landlord is required to repair, and a failure to so report shall make Tenant
liable to Landlord for any expense, damage or liability resulting from such
defects.  Landlord shall not be liable for
failure to furnish or for suspension or delay in furnishing such services due
to breakdown, maintenance, or repair work, strike, riot, civil commotion,
governmental action or any other cause beyond the reasonable control of
Landlord, or for interruptions of service for reasonable periods in connection
with construction work being performed in the Building.  Landlord hereby reserves the exclusive right
at any time and from time to time to install, use, repair, inspect and replace
pipes, duct conduits and wires leading through or located adjacent to the
Premises and serving other parts of the Building in locations which do not
materially interfere with Tenant’s use thereof. 
Landlord’s right hereunder may be exercised by Landlord’s
designees.  Tenant acknowledges and
agrees that, from time to time, it will be necessary for Landlord to
temporarily interrupt the electrical or other utility service to the Premises
in order to perform maintenance and repair service on the utility systems
serving the Property, or in connection with supplying such utility service to
new or existing tenants of the Property. 
Landlord will give Tenant reasonable advance notice of any such
interruptions in service (except any interruptions due to emergencies) and will
use commercially reasonable efforts to minimize the interruption of Tenant’s
business as a result of such interruptions.


 


15.                               ROOF
RIGHTS.  Except as otherwise provided
in this Lease, Landlord shall have the exclusive right to use all or any
portion of the roof of the Building for any purposes.


 


6





















 


16.                               LANDLORD’S
REMEDIES UPON DEFAULT.  Tenant shall
be in default under this Lease if Tenant (i) fails to pay any installment
of Base Rent, Additional Rent or other charges or money obligation to be paid
by Tenant hereunder within five (5) days after the same shall become due
(all of which monetary obligations of Tenant shall bear interest at the highest
rate allowable by law, not to exceed 18% per annum from the date due until paid);
or (ii) defaults in the performance of any of the covenants, terms or
provisions of this Lease (other than the payment, when due, of any of Tenant’s
monetary obligations hereunder) or any of the Rules and Regulations now or
hereafter established by Landlord to govern the operation of this Building and
fails to cure such default within twenty (20) days after written notice thereof
from Landlord; or (iii) abandons the Premises or fails to keep the
Premises continuously and uninterruptedly open for business; or (iv) files
a voluntary petition in bankruptcy, or any similar petition seeking relief
under any present or future federal, or other bankruptcy or insolvency statute
or law; or if a proceeding under any present or future federal, state or other
bankruptcy or insolvency statute or law shall be filed against Tenant or any
asset of Tenant, and such proceeding shall not have been dismissed or vacated
within thirty (30) days of the date of such filing; or (v) makes an
assignment for the benefit of its creditors. 
Upon the occurrence of any of the above events, Landlord, at its option,
may pursue any one or more of the following remedies without any notice or
demand whatsoever:


 


(a)                                  Landlord, at its
option, may at once, or at any time thereafter, terminate this Lease by written
notice to Tenant, whereupon this Lease shall end.  Upon such termination by Landlord, Tenant
will at once surrender possession of the Premises to Landlord and remove all of
Tenants’ effects therefrom, and, subject to legal process, Landlord may
forthwith re-enter the Premises and repossess itself thereof, and remove all
persons and effects therefrom, using such force as may be necessary, without
being guilty of trespass, forcible entry, detainer or other tort.


 


(b)                                 Landlord may, without terminating
this Lease but subject to legal process, enter upon and take possession of the
Premises and expel or remove Tenant and any other person who may be occupying
the Premises or any part thereof, without being liable for prosecution or any
claim for damages therefor, and, if Landlord so elects, make such alterations
and repairs as, in Landlord’s judgement, may be necessary to relet the
Premises, and relet the Premises or any part thereof for such rent and for such
period of time and subject to such terms and conditions as Landlord may deem
advisable and receive the rent therefor. 
Upon each such reletting, the rent received by Landlord in respect of
such reletting shall be applied first to the payment of any indebtedness other
than rent due hereunder from Tenant to Landlord, including interest thereon;
second, to the payment of any loss and expenses of such reletting, including
brokerage fees, attorneys’ fees and the cost of such alterations and repair;
third, to the payment of rent due and unpaid hereunder, together with interest
thereon as herein provided; and the residue, if any, shall be held by Landlord
and applied in payment of future rent as the same may become due and payable
hereunder.  Tenant agrees to pay to
Landlord, on demand, any deficiency that may arise by reason of such
reletting.  Notwithstanding any such
reletting without termination, Landlord may at any time thereafter elect to
terminate this Lease for such prior default.


 


(c)                                  In the event Landlord
shall re-enter the Premises and/or terminate this Lease in accordance with the
provisions of this Article 16,
Landlord may, in addition to any other remedy it may have, recover from Tenant
all damages and expenses Landlord may suffer or incur by reason of Tenant’s
default hereunder, including without limitation, the cost of recovering the
Premises and reasonable attorney fees. 
Tenant agrees that actual damages to Landlord resulting from Landlord’s
exercise of the remedies set forth in Paragraphs (a) or (b) above,
will be difficult to ascertain, and therefore, after a default of Tenant
hereunder, Tenant shall also pay to Landlord “Liquidated Damages” for the
failure of Tenant to observe and perform the covenants of this Lease, which at
the election of Landlord, shall be either: (A) (x) the sum of (i) the
minimum monthly rent, plus (ii) the Additional Rent payable hereunder for
the month immediately preceding such failure to operate, re-entry or
termination, less (z) the net amount, if any, of the rents collected on account
of the lease or leases of the Premises for each month of the period which would
otherwise have constituted the balance of the term of this Lease, all of which
sums shall become due and payable by Tenant to Landlord upon the first day of
each calendar month during the otherwise unexpired portion of the term hereof;
or (B) the whole of said Liquidated Damages calculated under Clause (A) multiplied by the number of months then
remaining in the lease term, discounted to present value at a rate of six
percent (6%) per annum as of the date of termination or re-entry by Landlord;
provided, however, that in the event Landlord shall relet the Premises and the
rent received by Landlord in respect of such reletting together with the
discounted Liquidated Damages paid by Tenant, less the costs and expenses
incurred by Landlord in such reletting, shall exceed the rent reserved
hereunder for that period which would otherwise have constituted the remainder
of the term hereof, then Landlord shall, upon the expiration of the period
which would have constituted the term of this Lease, refund to Tenant the
lesser of the amount of such excess or the discounted Liquidated Damages
theretofore paid by Tenant.


 


(d)                                 If the rent agreed to
be paid, including all other sums of money which under the provisions hereto
are declared to be rent, shall be in arrears in whole or in part for five (5) or
more days, Landlord may at its option (if such arrearage remains unpaid after
ten (10) days written notice to Tenant) declare the tenancy hereunder
converted into a tenancy from month to month, and upon giving written notice to
Tenant of the exercise of such option, Landlord shall forthwith be entitled to
all provisions of law relating to the summary eviction of monthly tenants in
default in rent.  In addition to all other
remedies provided for in this Article 16,
in order to secure Tenant’s obligations under this Lease, Landlord shall have a
security interest in all tangible personal property of Tenant on or about the
Premises to the extent of all monies owed by Tenant to Landlord, including but
not limited to, inventory, furniture, trade fixtures, equipment, etc., and all
such property shall, at Landlord’s option, become the property of Landlord in
the event Tenant fails to cure a default under this Lease within any period for
notice and cure provided for herein. 
Tenant agrees, upon the request of Landlord, to execute any and all
documents which Landlord deems necessary or desirable in order to perfect such
security interest, including, but not limited to, a U.C.C.-1 financing
statement and a security agreement and to pay all costs, taxes or fees incurred
in recording or filing any such documents.


 


(e)                                  Anything in this
Lease to the contrary notwithstanding, in order to cover the extra expense
involved in handling delinquent payments, Tenant shall pay a “late charge” in
an amount equal to the greater of (i) 5% of any delinquent payment, or (ii) $250.00,
when any installment of Base Rent (or any other amount as may be considered


 


7





















 


Additional Rent under this Lease) is paid more than five (5) days
after the due date thereof.  It is hereby
understood that this charge is for extra expenses incurred by the Landlord in
processing the delinquency.


 


(f)                                    Tenant hereby
appoints as its agent to receive service of all dispossessory or other
proceedings and notices thereunder and under this Lease the person apparently
in charge of the Premises at the time, and if no person then appears to be in
charge of the Premises, then such service or notice may be made by attaching
the same to the main entrance of the Premises, provided that, in such later
event, a copy of any such proceedings or notice shall also be mailed to Tenant
in the manner set forth in Article 33
hereof.


 


(g)                                 Tenant shall be considered
in “Habitual Default” of this Lease upon (i) Tenant’s failure, on two (2) or
more occasions during any Lease Year, to pay, when due, any installment of Base
Rent, Additional Rent, or any other sum required by the terms of this Lease, or
(ii) Tenant’s repeated violation of, or failure to comply with, any term,
covenant or condition of this Lease after written notice of such violation or
failure to comply has been given by Landlord to Tenant.  Upon the occurrence of an event of Habitual
Default on the part of Tenant, Tenant shall immediately be deemed to have
released any and all options or rights granted, or to be granted, to Tenant
under the terms of this Lease (including, without limitation, rights of
renewal, rights to terminate, or rights of first refusal), and Landlord may, in
addition to its other remedies under this Lease, by notice to Tenant, increase
the security deposit required hereunder to an amount equal to six (6) months
Base Rent (or, at Landlord’s option, a lesser period) such amount to be due and
payable within ten (10) days after the date of such notice.


 


(h)                                 Pursuit of any of the
foregoing remedies shall not preclude Landlord from pursuing any other remedies
therein or at law or in equity provided, nor shall pursuit of any remedy by
Landlord constitute a forfeiture or waiver of any rent due to Landlord
hereunder or of any damages accruing to Landlord by reason of Tenant’s
violation of any of the covenants and provisions of this Lease.  Except for compulsory counterclaims, Tenant
hereby waives any right to assert or maintain any counterclaims against
Landlord in any action brought by Landlord to obtain possession of the
Premises.  No act of Landlord (including,
without limitation, acts of maintenance, efforts to relet the Premises, or any
other actions taken by Landlord or its agents to protect Landlord’s interests
under this Lease) other than a written notice of termination, shall terminate
this Lease.  The acceptance of keys to
the Premises by Landlord, its agents, employees, contractors or other persons
on Landlord’s behalf shall not be deemed or constitute to effect a termination
of this Lease unless such early termination is evidenced by a written
instrument signed by Landlord.  The
receipt or acceptance of payments of Minimum Rent or Additional Rent by
Landlord, its agents, employees, contractors or other persons on Landlord’s
behalf after Landlord has elected to terminate this Lease or reenter as
provided in this Article 16 shall not be
deemed or constitute to effect a cure by Tenant of any default, but shall be
deemed to be payment on account with respect to Tenant’s underlying
obligations, and Landlord may accept such check without prejudice to any other
rights or remedies which it may have against the Tenant.


 


(i)                                     Mitigation of damages.  If, after a default by Tenant, Landlord
terminates this Lease or Tenant’s right to possession of the Premises, Landlord
will mitigate its damages in accordance with this Article, and Landlord’s
obligation to mitigate damages shall be satisfied in full if Landlord
undertakes to seek another tenant for the Premises (a “Substitute Tenant”) in accordance with the following criteria:


 


(1)                                  Landlord
shall have no obligation to solicit or entertain negotiations with any other
prospective tenants for the Premises until Landlord obtains full and complete
possession of the Premises including, without limitation, the final and
unappealable legal right to re-let the Premises free of any claim of Tenant.


 


(2)                                  Landlord
shall not be obligated to offer the Premises to a prospective tenant when other
premises in the Building suitable for that prospective tenant’s use are (or
soon will be) available.


 


(3)                                  Landlord
shall not be obligated to lease the Premises to a Substitute Tenant for a
rental less than the current fair market rental then prevailing for similar
office uses in comparable office buildings in the same market area as the
Building, nor shall Landlord be obligated to enter into a new lease under other
terms and conditions which are unacceptable to Landlord under Landlord’s then
current leasing policies for comparable space in the Building.


 


(4)                                  Landlord
shall not be obligated to enter into a lease with any proposed tenant whose use
would (i) violate any restriction, covenant or requirement contained in
the lease of another tenant of the Building, (iii) adversely affect the
reputation of the Building, or (iv) be incompatible with the operation of
the Building as a first class office building.


 


(5)                                  Landlord
shall not be obligated to enter into a lease with any proposed Substitute
Tenant which does not have, in Landlord’s reasonable opinion, sufficient
financial resources or operating experience to operate the Premises in a first
class manner.


 


(6)                                  Landlord
shall not be required to expend any amount of money to alter, remodel or
otherwise make the Premises suitable for use by a proposed Substitute Tenant
unless (i) Tenant pays any such sum to Landlord in advance of Landlord’s
execution of a Substitute Lease with such tenant (which payment shall not be in
lieu of any damages or other sums to which Landlord may be entitled as a result
of Tenant’s default under this Lease), or (ii) Landlord, in Landlord’s
sole discretion, determines that any such expenditure is financially justified
in connection with entering into any such Substitute Lease.


 


Upon
compliance with the above criteria respecting the re-leasing of the Premises
after a default by Tenant, Landlord shall be deemed to have fully satisfied
Landlord’s obligation to mitigate damages under this


 


8





















 


Lease and under any law or judicial ruling in
effect on the date of this Lease or at the time of Tenant’s default, and Tenant
waives and releases, to the fullest extent legally permissible, any right to
assert in any action by Landlord to enforce the terms of this Lease, any
defense, counter claim or rights of setoff or recoupment respecting the
mitigation of damages by Landlord, unless and to the extent Landlord
maliciously or in bad faith fails to act in accordance with the requirements of
this Article 16. Tenant’s right to seek
damages from Landlord as a result of a default by Landlord under this Lease
shall be conditioned on Tenant taking all actions reasonably required, under
the circumstances, to minimize any loss or damage to Tenant’s property or
business, or to any of Tenant’s officers, employees, agents, invitees or other
third parties which may be caused by any such default of Landlord.


 


17.                               INSURANCE.


 


(a)                                  Tenant agrees to indemnify and save
Landlord and Landlord’s Managing Agent harmless from any and all liabilities,
damages, causes of action, suits, claims, judgements, costs and expenses of any
kind (including reasonable attorneys’ fees) (collectively, “Damages”): (i) relating
to or arising from or in connection with the possession, use, occupancy,
management, repair, maintenance or control of the Premises, or any portion
thereof; (ii) arising from or in connection with any act or omission of
Tenant or Tenant’s agents, employees or invitees; or (iii) resulting from
any default, violation or injury to person or property or loss of life
sustained in or about the Premises, other than Damages directly or indirectly
caused by the gross negligence or willful misconduct of Landlord or Landlord’s
Managing Agent, and their respective agents and employees.  To assure such indemnity, Tenant shall carry
and keep in full force and effect at all times during the term of this Lease
for the protection of Landlord and Landlord’s Managing Agent and Tenant herein,
public liability and property damage insurance with combined single limits of
not less than One Million Dollars ($1,000,000.00) per occurrence; with not less
than a Two Million Dollar ($2,000,000.00) aggregate per location.  If any act or omission of Tenant in violation
of the provisions of this Lease alters the classification or increase the rate
of insurance on the Building or the Property then Landlord’s costs and expenses
incurred with respect to curing any such default of Tenant, and any costs and
expenses incurred by Landlord (including, without limitation, attorney fees) as
a direct or indirect result of any default of Tenant (whether or not cured by
Tenant) shall, upon demand, be paid for by Tenant as Additional Rent.


 


(b)                                 Tenant shall be and
remain liable for the maintenance, repair and replacement of all plate glass in
the Premises with glass of like kind and quality.  If requested by Landlord, Tenant shall keep
the same insured under a policy of plate glass insurance.


 


(c)                                  Tenant shall obtain
and at all times during the term hereof maintain, at its sole cost and expense,
policies of insurance covering the Premises and any permanent alterations to
the Premises made by Tenant or Landlord in accordance with this Lease
(excluding only structural improvements and components required to be insured
and maintained by Landlord) including, without limitation, decorative finishes,
equipment, lighting or fixtures unique to Tenant’s use of the Premises and any
trade fixtures or other fixtures or property (including improvements which may
not be removed by Tenant under the terms of this Lease), and all of Tenant’s
fixtures, equipment and inventory installed and/or located in the Premises, in
an amount of not less than the full replacement cost of said items, with the
classification “Fire and Extended Coverage” together with insurance against
vandalism, malicious mischief, and sprinkler leakage or other sprinkler damage,
boiler and pressure vessel insurance, and any proceeds of such insurance so
long as this Lease shall remain in effect, shall be used only to repair or
replace the items so insured.


 


(d)                                 Said public liability
and property damage insurance policies and any other insurance policies carried
by Tenant with respect to the Premises shall: 
(i) be issued in form acceptable to Landlord by good and solvent
insurance companies, qualified to do business in the state in which the
Premises is located and reasonably satisfactory to Landlord; (ii) be
endorsed to name Landlord, Landlord’s Managing Agent, Tenant and any other
parties in interest from time to time designated in writing by notice from
Landlord to Tenant as Additional Insureds; (iii) be written as primary
policy coverage and not contributing either to or in excess of any coverage
which Landlord may carry; (iv) provide for thirty (30) days prior written
notice to Landlord of any cancellation or other expiration of such policy or
any defaults or material changes thereunder; and (v) contain an express
waiver of any right of subrogation by the insurance company against Landlord
and Landlord’s Managing Agent.  Such
insurance policies shall be obtained from an approved insurance company and
Tenant shall deliver a copy of said policy or an original Certificate of
Insurance to Landlord, before Tenant takes occupancy of the Premises, showing
the same to be in full force and effect. 
Neither the issuance of any insurance policy required hereunder, nor the
minimum limits specified herein with respect to Tenant’s insurance coverage
shall be deemed to limit or restrict in any way Tenant’s liability arising
under or out of this Lease.


 


(e)                                  In addition to the
indemnity and insurance provision stipulated in this Article 17,
the Tenant shall also obtain and at all times during the term of this Lease
maintain the following additional insurance of the type marked below with an
“X:”


 


o                                    Gradual
Pollution and/or Contamination Liability


 


o                                    Umbrella
Liability in Limits of Not Less Than Two Million Dollars ($2,000,000.00).


 


18.                               PROPERTY
AT TENANT’S RISK.  It is understood
and agreed that all personal property in the Premises, of whatever nature,
whether owned by Tenant or any other person, shall be and remain at Tenant’s
sole risk and Landlord shall not assume any liability or be liable for any
damage to or loss of such personal property, arising from the bursting,
overflowing, or leaking of the roof or of water or sewer pipes, or from heating
or plumbing fixtures or from the handling of electric wires or fixtures or from
any other cause whatsoever.  In addition
to all other remedies provided for in this Lease, to secure the payment of all
Minimum Rent, Additional Rent or any other monies owed by Tenant to Landlord,
Landlord shall have, at Landlord’s option and upon notice thereof to Tenant, a
security interest in all tangible personal property of Tenant on or about the
Premises, including, but not limited to, inventory, furniture, trade fixtures,
equipment, etc., and this Lease is intended to be and shall be a security
agreement, as defined in the Uniform


 


9





















 


Commercial Code.  Tenant hereby
authorizes Landlord, by and through its attorney, officers or other agent
designated by Landlord, to execute and/or record a UCC-1 on Tenant’s behalf to
perfect any security interest created under this Article, and Tenant shall reimburse
Landlord for all fees or other costs incurred in connection with recording a
UCC-1.  Tenant agrees, upon the request
of Landlord, if required by applicable law, to execute any and all documents
which Landlord deems necessary or desirable in order to perfect such security
interest, including, but not limited to, a UCC-1 financing statement (a
“UCC-1”).


 


19.                               ASSIGNMENT;
SUBLETTING.


 


(a)                                  Neither Tenant, nor
any of its permitted successors or assigns, shall transfer, assign, mortgage,
encumber, or, by operation of law or otherwise, pledge, hypothecate, or assign
all or any of its interest in this Lease, or sublet or permit the Premises, or
any part thereof, to be used by others, including, but not by way of
limitation, licensees of Tenant, without the prior written consent of Landlord,
in each instance, which consent Landlord may withhold in its sole and absolute
discretion, for any reason or for no reason. 
Any such subletting or assignment shall be referred to as a “Transfer,”
and the person to whom Tenant’s interest is transferred shall be referred to as
a “Transferee.”


 


(b)                                 The prohibition
against any Transfer without the prior written consent of Landlord shall apply,
without limitation, to the following circumstances, each of which shall be
deemed a Transfer: (i) if Tenant or any guarantor of this Lease is a
corporation (other than a corporation, the outstanding voting stock of which is
listed on a “national securities exchange,” as defined in the Securities
Exchange Act of 1934), and if shares of such corporation are transferred by
sale, assignment, bequest, inheritance, operation of law or otherwise
(including, without limitation, a transfer to or by a receiver or trustee in
federal or state bankruptcy, insolvency or other proceeding), so as to result
in or make possible a change in the present control of such corporation; (ii) if
Tenant or any guarantor of this Lease is a partnership, any change in control
or ownership of such partnership; (iii) any transfer by sale, assignment,
bequest, inheritance, operation of law or other disposition of all or
substantially all of the assets of Tenant or any guarantor which results in or
makes possible a change in the present control of the business of Tenant or any
such guarantor; (iv) any other change in ownership of Tenant, any
guarantor of this Lease or the business operated by Tenant; or (v) any
subletting or assignment which occurs by operation of law, merger,
consolidation, or reorganization or any change of Tenant’s corporate or
proprietary structure.  In no event may
Tenant assign this Lease, or sublease the Leased Premises, if Tenant is in
default under this Lease.


 


(c)                                  In the event that
Tenant desires to effect a Transfer hereunder, Tenant shall give Landlord
written notice (the “Transfer Notice”) thereof. 
To be effective, the Transfer Notice shall be accompanied by Tenant’s
check, payable to the order of Landlord, or Landlord’s Agent, in an amount
equal to the greater of (i) $500.00 or (ii) one percent (1%) of the
Base Rent to compensate Landlord for the cost of reviewing the proposed
Transfer and specify the proposed Transferee, and the proposed terms of the
Transfer, and contain such information about the proposed Transferee, its
experience, its financial situation, its methods of operation, and its impact
on the Building, as a prudent businessman would require in making the Transfer
decision.  Tenant specifically agrees to
apprise Landlord of any adverse or negative information in its possession
concerning the proposed Transfer and the proposed Transferee.  The Transfer Notice shall also contain a
certificate by Tenant (or an officer or general partner of Tenant if Tenant is
a corporation or partnership) of all “Transfer Consideration” (as defined
below) or payable in connection with the proposed Transfer.  Within forty-five (45) days of the receipt of
the Transfer Notice, Landlord shall, by written notice to Tenant, elect: (i) to
permit the proposed Transfer; (ii) to terminate this Lease; (iii) to
sublet with the right to further sublet from Tenant for the balance of the term
of this Lease (a) all of the Premises, or (b) only so much of the
Lease Premises as Tenant proposed to Transfer, at the same rental as Tenant is
obligated to pay to Landlord hereunder; or (iv) to deny consent to the
proposed Transfer, in which event Tenant shall continue to occupy the Lease
Premises and comply with all of the terms and conditions hereof.  In the event that Landlord fails to give
Tenant written notice of its election hereunder within the specified forty-five
(45) day period, Landlord shall be deemed to have denied its consent to the
proposed Transfer.


 


(d)                                 If this Lease is
transferred, the permitted Transferee shall assume by written instrument all of
Tenant’s obligations under the Lease and such Transferee, at least thirty (30)
days prior to the effective date of the permitted Transfer, shall deliver to
Landlord the proposed sublease, assignment and assumption agreement or other
instrument evidencing the Transfer and the Transferee’s undertaking of Tenant’s
obligations under the Lease.  All of such
documents shall be subject to Landlord’s prior written approval.  In the event of a permitted Transfer, Tenant
shall continue to be liable hereunder, and shall not be released from
performance hereunder.  In addition to
the Rent reserved hereunder, Tenant shall pay to Landlord all monies, property
and other consideration of every kind whatsoever paid or payable to Tenant in
consideration of or related to such Transfer and for all property transferred
to the Transferee, as all or part of the consideration including, without
limitation, fixtures, other Leasehold Improvements, furniture, equipment and
furnishings (collectively, all of the foregoing monies, property and other
consideration shall be referred to as the “Transfer Consideration”), but
excluding bona fide consideration paid for transfer of Tenant’s Property.


 


(e)                                  Any Transfer without
Landlord’s consent, whether as a result of any act or omission of Tenant, or by
operation of law or otherwise, shall not be binding upon Landlord, and shall
confer no rights upon any third person. 
Each such unpermitted Transfer shall, without notice or grace period of
any kind, constitute a default by Tenant under this Lease.  Consent by Landlord to any one Transfer shall
not constitute a waiver of the requirement for consent to any other
Transfer.  Notwithstanding anything in
this Article or any decision of any court to the contrary, it shall be
deemed reasonable for Landlord to refuse consent to a Transfer if, at the time
Landlord’s consent is requested, other premises in the Building suitable for
the prospective Transferee’s use are (or soon will be) available.  No reference in this Lease to assignees,
subtenants or licensees shall be deemed to be a consent by Landlord to the
occupancy of the Leased Premises by any such assignee, subtenant or
licensee.  If Tenant’s interest in this
Lease is assigned, whether or not in violation of the provisions of this
Article, Landlord may collect rent from the assignee.  If the Premises, or any


 


10





















 


part thereof, are sublet to, or occupied or used by any person or
entity other than Tenant, whether or not in violation of the Article, Landlord
may collect rent from the subtenant, user or occupant.  In either case, Landlord shall apply the
amount collected to the Basic Rent and Additional Rent payable under this
Lease, but neither any such assignment, subletting, occupancy or use, whether
with or without Landlord’s prior consent, nor any such collection or application
shall be deemed to create any privity between Landlord and any subtenant or to
be a waiver of any term, covenant or condition of this Lease or the acceptance
by Landlord of such assignee, subtenant, occupant or user as Tenant.  The listing of any name other than that of
Tenant on any door of the Premises or of the Premises or on any directory in
the Building, or otherwise, shall not operate to vest in the person or entity
so named any right or interest in this Lease or in the Premises or be deemed to
constitute, or serve as a substitute for, any prior consent of Landlord
required under this Article, and it is understood that any such listing shall
constitute a privilege extended by Landlord which shall be revocable at
Landlord’s will by notice to Tenant. 
Neither an assignment of Tenant’s interest in this Lease, nor a
subletting, occupancy or use of the Premises or any part thereof by any person
or entity other than Tenant, nor the collection of rent by Landlord from any
person or entity other than Tenant as provided in this Article, nor the
collection of rent by Landlord from any person or entity other than Tenant as
provided in this Article, nor the application of any such rent as provided in
this Article shall, in any circumstances, relieve Tenant from its
obligation fully to observe and perform the terms, covenants and conditions of
this Lease on Tenant’s part to be observed and performed.  As security for this Lease, Tenant hereby
assigns to Landlord the rent due from any subtenant of Tenant.  For any period during which Tenant is in
default hereunder, Tenant hereby authorizes each such subtenant to pay said
rent directly to Landlord upon the subtenant’s receipt of notice from Landlord
specifying same.  Landlord’s collection
of such rent shall not be construed as an acceptance of such subtenant as the
tenant under this Lease.  Each sublease
is subject to the condition that if the Lease Term is terminated as a result of
Tenant’s default or if Landlord succeeds to Tenant’s interest in the Premises
by voluntary surrender or otherwise, at Landlord’s option (but expressly
without any obligation to so elect) the subtenant shall be bound to Landlord
for the balance of the term of such sublease and shall attorn to and recognize
Landlord as its landlord under the terms of such sublease.


 


20.                               SIGNS.  No sign, advertisement or notice shall be
inscribed, painted, affixed or displayed on the windows or exterior walls of
the Premises or on any public area of the Building, except the directories and
the office doors, and then only in such places, numbers, sizes, color and style
as are approved by Landlord and which conform to all applicable laws and/or
ordinances.  Any and all permitted signs
shall be installed and maintained by Landlord at Tenant’s sole expense.  During the period of six months prior to the
expiration of this Lease or any renewal thereof, Landlord shall have the right
to display on the exterior of the Premises a sign advertising the space as
available “For Rent.”


 


21.                               RULES
AND REGULATIONS.  Tenant shall at all
times comply with the rules and regulations set forth on Exhibit B attached hereto, and with any additions
thereto and modifications thereof adopted from time to time by Landlord, and
each such rule or regulation shall be deemed to be a covenant of this
Lease to be performed and observed by Tenant.


 


22.                               PARKING.  Landlord grants Tenant the non-exclusive,
unassigned, right to use the parking area or areas designated by the Landlord
from time to time at a ratio of 3.3 parking spaces per 1,000 square feet leased
in the Building.  Tenant hereby agrees to
comply with all traffic and parking rules and regulations imposed by
Landlord from time to time.


 


23.                               LANDLORD
ACCESS.  Landlord shall have the
right to enter upon the Premises during normal business hours, except in cases
of emergency, for purposes of (i) showing the Premises to prospective
tenants; (ii) to post the Premises with “For Rent” or other offering
signs, as Landlord may deem appropriate; (iii) to exhibit the same to
prospective purchasers or mortgagees; and (iv) to inspect the Premises to
see that Tenant is complying with all its obligations hereunder, or to make
required repairs; provided that all of the foregoing shall be done in a manner
so as not to materially and adversely interfere with Tenant’s business
operations.


 


24.                               SUBORDINATION.


 


(a)                                  This Lease is subject
and subordinate to the lien of any ground leases and to all mortgages, deeds of
trust or deeds to secure debt which may now or hereafter affect or encumber the
Building or the real property of which the Premises form any part, and to all
renewals, modifications, consolidations, replacements or extensions
thereof.  This Article 24
shall be self-operative and no further instrument of subordination shall be
required.  In confirmation of any such
subordination, Tenant shall execute within five (5) days after receipt,
any certificate that Landlord may reasonably so request.  No foreclosing lender nor any purchaser at
foreclosure shall be liable for any defaults (including defaults of a continuing
nature) by any prior landlord, or for the return of any security deposit;
Tenant covenants and agrees to attorn to Landlord or to any successor to
Landlord’s interest in the Premises, whether by sale, foreclosure or otherwise.


 


(b)                                 Notwithstanding the
foregoing, in the event any ground lessor, mortgagee or the holder of any deed
of trust or deed to secure debt shall elect to make the lien of this Lease
prior to the lien of its ground lease or mortgage, then, upon such party giving
Tenant written notice to such effect at any time prior to the commencement of
foreclosure by filing a notice thereof for record among the land records, this
Lease shall be deemed to be prior in lien to the lien of such ground lease or
mortgage, whether dated prior or subsequent thereto.


 


25.                               MORTGAGEE
PROTECTION.  Tenant agrees to give
any Mortgagees, by the method provided for in Article 33
of this Lease, a copy of any Notice of Default served upon Landlord, provided
that prior to such notice, Tenant has been notified, in writing, (by way of
Notice of Assignment of Rents and Leases, or otherwise) of the address of such
Mortgagees and/or Trust Deed Holders. 
Tenant further agrees that if Landlord shall have failed to cure such
default within the time provided for in this Lease, then the Mortgagees and/or
Trust Deed Holders shall have an additional thirty (30) days within which to
cure such default or if such default cannot be cured within that time, then
such


 


11





















 


additional time as may be necessary if within such thirty (30) days,
any Mortgagee and/or Trust Deed Holder has commenced and is diligently pursuing
the remedies necessary to cure such default (including but not limited to
commencement of foreclosure proceedings, if necessary to effect such cure), in
which event this Lease shall not be terminated while such remedies are being so
diligently pursued.  Tenant agrees that
in the event of the sale of the Property, by foreclosure or deed in lieu
thereof, the purchaser at such sale shall only be responsible for the return of
any security deposit paid by Tenant to Landlord in connection with this Lease
to the extent that such purchaser actually receives such security deposit.


 


26.                               INTENTIONALLY
DELETED.


 


27.                               HOLD-OVER;
SURRENDER OF PREMISES.  If Tenant
shall not immediately surrender the Premises the day after the end of the term
hereby created, then Tenant shall, by virtue of this agreement, become, at
Landlord’s option, either (a) a tenant at sufferance, or (b) a tenant
from month-to-month.  In either of such
events, rent shall be payable at a monthly or daily rate, as the case may be,
of one and one-half (1.5) times the Base Rent and Additional Rental payable by
Tenant immediately prior to the expiration or termination of the term, with
said tenancy to commence on the first day after the end of the term above
demised; and said tenancy shall be subject to all of the conditions and
covenants of this Lease insofar as such covenants and conditions are applicable
thereto.  Nothing contained in this Lease
shall be construed as a consent by Landlord to the occupancy or possession of
the Premises after the expiration of the term of this Lease.  If Landlord fails to make an election under Clause (a) or (b) within ten (10) days after
the expiration or termination of the term, the hold-over tenancy shall be
deemed to be a tenancy from month-to-month. 
If Tenant holds over as a month-to-month tenant, each party hereto shall
give to the other at least thirty (30) days written notice to quit the Premises
(any right to a longer notice period being hereby expressly waived), except in
the event of non-payment of rent in advance or of the other Additional Rents
provided for herein when due, or of the breach of any other covenant by the
said Tenant, in which event Tenant shall not be entitled to any notice to quit,
the usual thirty (30) days notice to quit being expressly waived; provided,
however, that in the event Tenant shall hold-over after expiration of the term
hereby created, and if Landlord shall desire to regain possession of said
Premises promptly at the expiration of the term aforesaid, then at any time
prior to the date Landlord makes (or is deemed to have made) its election under
Clause (b) of this Article 27, Landlord at its option, may re-enter and
take possession of the Premises forthwith, without process, or by any legal
action or process in force in the state in which the Premises is located;
provided, however, that if Landlord has accepted rent for any period beyond the
expiration of the term and Tenant is not then in default under any of the
provisions of this Lease, Landlord shall promptly refund to Tenant an amount
equal to any excess rental received by Landlord with respect to any period
after Landlord exercises its right to re-enter the Premises under this Article 27.  At
the expiration of or earlier termination of the term of this Lease, Tenant
shall peacefully surrender the Premises to Landlord, in condition required
under Article 9(a) of this Lease,
ordinary wear and tear excepted to the extent the Premises is not required to
be repaired and/or maintained by Tenant. 
Tenant shall surrender all keys for the Premises to Landlord and shall
notify Landlord in writing of all combinations of locks, safes, and vaults, if
any in the Premises.  If the Premises are
not surrendered as and when aforesaid, Tenant shall indemnify and hold Landlord
harmless from and against all claims, loss or liability (direct, indirect,
foreseeable or unforeseeable) resulting from the delay by Tenant in surrendering
the Premises including, without limitation, any claims made by any succeeding
occupant based upon Landlord’s inability to deliver the Premises to any such
succeeding occupant.  Tenant shall comply
with the provisions of Article 9
hereof respecting Tenant’s Property. 
Tenant’s obligations to observe and perform the covenants set forth in
this Article 27 shall survive the
expiration or earlier termination of this Lease.


 


28.                               ESTOPPEL
CERTIFICATES.  Tenant agrees, at any
time and from time to time, upon not less than five (5) days prior written
notice by Landlord, to execute, acknowledge and deliver to Landlord or to such
person(s) as may be designated by Landlord, a statement in writing (i) certifying
that Tenant is in possession of the Premises, has unconditionally accepted the
same and is currently paying the rents reserved hereunder, (ii) certifying
that this Lease is unmodified and in full force and effect (or if there have
been modifications, that the Lease is in full force and effect as modified and stating
the modifications), (iii) stating the Rent Commencement Date and the dates
to which the rent and other charges hereunder have been paid by Tenant and (iv) stating
whether or not to the best knowledge of Tenant, Landlord is in default in the
performance of any covenant, agreement or condition contained in this Lease,
and, if so, specifying each such default of which notices to Landlord should be
sent.  If Tenant fails to execute and
return any such agreement to Landlord within such five (5) day period,
then Landlord shall be entitled to collect from Tenant, as liquidated damages
with respect to such default of Tenant in addition to Base Rent and other
amounts payable hereunder, as Additional Rent, an amount equal to one-half of
one percent (1/2%) of the then amount of Base Rent then payable under this
Lease, for each day Tenant delays in returning the requested agreement to
Landlord.  Any such statement delivered
pursuant hereto may be relied upon by any owner, prospective purchaser,
mortgagee or prospective mortgagee of the Building or of Landlord’s interest
therein, or any prospective assignee of any such mortgagee.


 


29.                               QUIET
ENJOYMENT.  Landlord warrants that it
has the right to make this Lease for the term aforesaid and that it will put
Tenant into complete and exclusive possession of the Premises.  Landlord covenants that if Tenant pays the
rent and all other charges provided for herein, performs all of its obligations
provided for hereunder and observes all of the other provisions hereof, Tenant
shall at all times during the term hereof peaceably and quietly have, hold and
enjoy the Premises, without any interruption or disturbance from Landlord, or
anyone claiming through or under Landlord, subject to the terms hereof.


 


30.                               DELAY.  In the event Landlord for any reason is
unable to deliver possession of the Premises to Tenant on or before the Rent
Commencement Date, at Landlord’s option, this Lease shall remain in full force
and effect and Tenant shall have no claim against Landlord by reason of any
such delay, but no rent shall be payable during the pendency of any such delay,
or upon written notice to Tenant, Landlord may terminate this Lease and, except
for the return of any security deposit or prepaid rent, Landlord shall have no
further obligation or liability to Tenant. 
In the event that Landlord does not so terminate this Lease, at such
time as Landlord tenders possession of the Premises to Tenant in


 


12





















 


writing, Tenant shall commence payment of rent pursuant to Article 3 hereof, and the expiration date of the term
of this Lease shall be extended for a period equal to the period of such
delay.  In the event of any such delay,
Tenant shall execute a Commencement and Estoppel Agreement as provided in Article 2, specifying the date on which possession of
the Premises was tendered by Landlord.


 


31.                               MODIFICATIONS
DUE TO FINANCING.  If, in connection
with obtaining temporary or permanent financing for the Building or the land
upon which the Building is located, any such lender shall request reasonable
modifications of this Lease as a condition to such financing, Tenant agrees
that Tenant will not unreasonably withhold, delay or defer the execution of any
agreement of modification of this Lease provided such modifications do not
increase the financial obligations of Tenant hereunder or materially adversely
affect the leasehold interest hereby created or Tenant’s reasonable use and
enjoyment of the Premises.


 


32.                               ATTORNEYS.  Tenant acknowledges that it has engaged
counsel in connection with the negotiation of this Lease, or that Tenant has
freely decided to enter into this Lease without engaging the services of
counsel.


 


33.                               NOTICES.  All notices, rent or other payments required
or desired to be given hereunder by either party to the other shall be sent by
first class mail, postage prepaid, or by a reputable commercial messenger
service, except that notices of default and notices related to the exercise of
options or other rights under this Lease shall be sent by certified mail,
return receipt requested or by a receipted overnight commercial messenger
service (such as Federal Express or Airborne Express) for delivery on the next
following business day.  Notices sent by
mail shall be deemed to be received on the date of actual receipt by the
recipient or on the date delivery is refused. 
Notices sent by a receipted overnight commercial messenger service shall
be deemed received on the next business day after depositing with such delivery
service.  Notices to the respective
parties, and any amounts required to be paid hereunder, shall be addressed and
sent as follows:


 


	
  If to
  Landlord:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NOTICES
  AND CORRESPONDENCE

  	
   

  	
  RENT, PAYMENTS, ETC.

  
	
   

  	
   

  	
   

  
	
  Windham Management Company

  	
   

  	
  Saul Holdings Limited Partnership

  
	
  7501 Wisconsin Avenue

  	
   

  	
  PO Box 64288

  
	
  Suite 1500

  	
   

  	
  Baltimore, Maryland 21264-4288

  
	
  Bethesda, Maryland 20814-6522

  	
   

  	
   

  
	
  Attention: Legal Department

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  If
  to Tenant:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Before
  the Rent Commencement Date:

  	
   

  	
  After the Rent
  Commencement Date:

  
	
   

  	
   

  	
   

  
	
  Pressure Biosciences, Inc.

  	
   

  	
  Pressure Biosciences, Inc.

  
	
  321 Manley Street

  	
   

  	
  209 Perry Parkway

  
	
  West Bridgewater, MA 02379

  	
   

  	
  Suite 3

  
	
  Gaithersburg, Maryland 20877

  	
   

  	
   

  
	
  Attention: Richard Schumacher

  	
   

  	
  Attention: Mr. Richard Schumacher, CEO

  
	
  Phone: 508-580-1818

  	
   

  	
  Phone: 508-580-1818

  



 


Either party may designate a substitute address, from time to time, by
notice in writing sent in accordance with the provisions of this Article 33.


 


34.                               APPLICABLE
LAW.  This Lease shall be construed
under the laws of the State in which the Premises is located.


 


35.                               NO
RESERVATION.  The submission of this
Lease for examination does not constitute a reservation of or option for the
Premises, and this Lease becomes effective only upon execution and delivery
thereof by Landlord.  Neither party shall
have any legal obligation to the other in the event that the lease contemplated
herein is not consummated for any reason. 
Discussions between the parties respecting the proposed lease described
herein, shall not serve as a basis for a claim against either party or any
officer, director or agent of either party.


 


36.                               PARTIES;
ASSIGNS AND SUCCESSORS.  Feminine or
neuter pronouns may be substituted for those of the masculine form, and the
plural may be substituted for the singular number, in any place or places herein
in which the context may require such substitution or substitutions.  The term “Landlord” as used in this Lease,
means only the owner for the time being of the Landlord’s interest in this
Lease; and, in the event of the sale, assignment or transfer by such owner of
the Landlord’s interest in this Lease, such owner shall thereupon be released
and discharged of all covenants and obligations of Landlord hereunder
thereafter accruing.  Except as provided
in the preceding sentence, all of the covenants, agreements, terms, conditions,
provisions and undertakings in this Lease shall inure to the benefit of, and
shall extend to and be binding upon, the parties hereto and their respective
heirs, executors, legal representatives, successors and assigns, to the same
extent as if they were in every case named and expressed.  If two or more individuals, corporations,
partnerships or other business associations (or any combination of two or more
thereof) shall sign this Lease as Tenant, the liability of each such individual,
corporation, partnership or other business association to pay rent and perform
all other obligations hereunder shall be deemed to be joint and several and any
notice required or permitted by the terms of this Lease may be given by or to
any one thereof, and shall have the same force and effect as if given by or to
all thereof.  In like manner, if the
Tenant named in this Lease shall be a partnership or other business
association, the members of which are, by virtue or statute or general law,
subject to personal liability, the liability of each such member shall be joint
and several.  Nothing in this Lease shall
be deemed to create


 


13





















 


any right in any person or entity not a party hereto, no such person or
entity shall be deemed a third party beneficiary under this Lease, and no such
person or entity shall have the right, by virtue of this Lease, to enforce such
rights or to enjoin any actual or threatened violation of such rights by either
party to this Lease.


 


37.                               SEVERABILITY.   If any term, covenant or condition of this
Lease or the application thereof to any person or circumstance shall to any
extent be held invalid or unenforceable, the remainder of this Lease or the
application of such term, covenant or condition to persons or circumstances
other than those as to which it is held or unenforceable, shall not be affected
thereby and each term, covenant and condition of this Lease shall be valid and
enforced to the fullest extent permitted by law.


 


38.                               RENT
TAX.  If applicable in the
jurisdiction where the Premises are situated, Tenant shall pay and be liable
for all rental, sales and use taxes or other similar taxes, if any, levied or
imposed by any City, State, County or other governmental body having authority,
such payments to be in addition to all other payments required to be paid to
Landlord by Tenant under the terms of this Lease.  Any such payments shall be paid concurrently
with the payment of the rent upon which the tax is based as set forth above.


 


39.                               ACTS
OF GOD.  Neither Landlord nor Tenant
shall be required to perform any covenant or obligation in this Lease, or be
liable in damages to the other party, so long as the performance or
non-performance of the covenant or obligation is delayed, caused by or
prevented by an act of God or force majeure.


 


40.                               LANDLORD’S
LIABILITY.  Tenant agrees that
Landlord shall have no personal liability with respect to any of the provisions
of this Lease and Tenant shall look solely to the estate and property of Landlord
in the land and buildings comprising the Property of which the Premises form a
part for the satisfaction of Tenant’s remedies, including, without limitation,
the collection of any judgement or the enforcement of any other judicial
process requiring the payment or expenditure of money by Landlord, subject,
however, to the prior rights of any holder of any Mortgage covering all or part
of the Property, and no other assets of Landlord shall be subject to levy,
execution or other judicial process for the satisfaction of Tenant’s claim and,
in the event Tenant obtains a judgement against Landlord, the judgement docket
shall be so noted.  This Section shall
inure to the benefit of Landlord’s successors and assigns and their respective
principals.


 


41.                               REMEDIES
CUMULATIVE; NO WAIVER.  All rights
and remedies given herein and/or by law or in equity to Landlord are separate,
distinct and cumulative, and no one of them, whether exercised by Landlord or
not, shall be deemed to be in exclusion of any of the others.  No failure of Landlord to exercise any power
given Landlord hereunder, or to insist upon strict compliance by Tenant with
his obligations hereunder, and no custom or practice of the parties at variance
with the terms hereof shall constitute a waiver of Landlord’s right to demand
exact compliance with the terms hereof.


 


42.                               MODIFICATION.  This writing is intended by the parties
as the final expression of their agreement and as a complete and exclusive
statement of the terms thereof, all negotiations, considerations and
representations between the parties having been incorporated herein.  No course of prior dealings between the
parties or their affiliates shall be relevant or admissible to supplement,
explain or vary any of the terms of this Lease. 
Acceptance of, or acquiescence in, a course of performance rendered
under this or any prior agreement between the parties or their affiliates shall
not be relevant or admissible to determine the meaning of any of the terms of
this Lease.  No representations, understandings
or agreements have been made or relied upon in the making of this Lease other
than those specifically set forth herein. 
This Lease can only be modified by a written agreement signed by all of
the parties hereto or their duly authorized agents.


 


If drafts of this Lease or other
communications between the parties were sent by email or other electronic
methods, then the following additional provisions shall also apply:  (i) any typewritten signature included
with any e-mail or any document attached to any email is not an electronic
signature within the meaning of Electronic Signatures in Global and National
Commerce Act or any other law of similar import, including without limitation,
the Uniform Electronic Transactions Act (“UETA”), as the same may be enacted in
any State, (ii) any transmission of this Lease is not intended as an
“electronic signature” to a “record” of such transaction (as those terms are
defined under UETA); instead, it is Landlord’s intention that a record of such
transaction shall be created only upon manually-affixed original signatures on
an original Lease document,  and (iii) the
final, definitive version of this Lease shall be created by Landlord (the
“Final Draft”), and Tenant authorizes Landlord to affix to the Final Draft the
original, manually executed signature pages attached by Tenant to the
executed document submitted by Tenant to Landlord.


 


43.                               WAIVERS.  Landlord and Tenant each hereby waives all
right to trial by jury in any claim, action, proceeding or counterclaim by
either party against the other on any matters arising out of or in any way
connected with this Lease, the relationship of Landlord and Tenant and/or
Tenant’s use or occupancy of the Premises. 
Tenant hereby expressly waives (to the extent legally permissible) for
itself and all persons claiming by, through or under it, any right of
redemption or right for the restoration of the operation of this Lease under
any present or future law in case Tenant shall be dispossessed for any cause,
or in case Landlord shall obtain possession of the Premises as provided in this
Lease.  Tenant understands that the
Premises are leased exclusively for business, commercial and mercantile
purposes and therefore shall not be redeemable under any provision of law.


 


44.                               INTERPRETATION.  Captions and headings are for convenience and
reference only.  Whenever in this Lease
any printed portion, or any part thereof, has been stricken out, whether or not
any replacement provision has been added, this Lease shall be read and
construed as if the material so stricken out were never included herein, and no
implication shall be drawn from the text of the material so stricken out which
would be inconsistent in any way with the construction or interpretation which
would be appropriate if such material had never been contained herein.  The Exhibits referred to in this Lease and
attached hereto are a substantive part of this Lease and are incorporated
herein by reference.  In any legal
proceeding respecting this Lease, this Lease will be construed with equal
weight for the


 


14





















 


rights of both parties, the terms hereof having been determined by free
and fair negotiation, with due consideration for the rights and requirements of
both parties.  Both parties agree that
they have had equal input into the wording and phraseology of the provisions of
this Lease, and that, therefore, no provision will be construed as drafted by
one party or the other, without respect to whose draft of this Lease the wording
or phraseology arises.  If any of the
typewritten portions of this Lease conflict with any of the printed provisions
of this Lease, the provisions set forth in the typewritten portions shall
control; provided, however, that to the extent the printed portions of this
Lease may be read in a manner which will not conflict with the provisions of
the typewritten portions, then such interpretation shall be deemed to be the
correct interpretation of the provisions of this Lease.


 


45.                               FINANCIAL
STATEMENTS.  Tenant, upon Lease
execution, and thereafter upon written request by Landlord, will provide
Landlord with a copy of its current financial statements consisting of a
balance sheet, an earnings statement, statement of changes in financial
position, statement of changes in Tenant’s equity, and related footnotes,
prepared in accordance with generally accepted accounting principles.  Such financial statements must be either
certified by a CPA or sworn to as to their accuracy by Tenant’s most senior
official and its chief financial officer. 
The financial statements provided must be as of a date not more than
twelve (12) months prior to the date of request.  Landlord shall retain such statements in
confidence, but may provide copies to lenders and potential lenders.


 


46.                               NO
RECORDING OF LEASE.  Tenant shall not
record this Lease without first obtaining the prior written consent of
Landlord, which Landlord may withhold in its sole and absolute discretion.  If Landlord consents to the recording of this
Lease or a memorandum of this Lease, Tenant shall, at Tenant’s sole cost and
expense, record a termination of such recorded document among the land records
of the jurisdiction in which the Premises is located within thirty (30) days
after the expiration or termination of this Lease.


 


47.                               ENTITY
TENANTS.  If Tenant is a corporation,
partnership or limited liability company, the persons executing this Lease on
behalf of Tenant hereby covenant and warrant that: Tenant is duly constituted
as such entity and is qualified to do business in the state where the Premises
are located; all Tenant’s franchise and corporate taxes have been paid to date;
all future forms, reports, fees and other documents necessary for Tenant to
comply with applicable laws will be filed by Tenant when due; and such persons
are duly authorized by the board of directors, partnership agreement or other
applicable authority of such entity to execute and deliver this Lease on behalf
of the Tenant.  Attached hereto and made
a part hereof is (a) a certificate of good standing, dated within sixty
(60) days prior to the Lease Date, issued by the jurisdiction in which Tenant
is organized, and (b) one or more of the following confirming the
authorization and due execution of this Lease by Tenant: (i) a certificate
of Tenant’s Secretary if Tenant is a corporation; or (ii) a consent of the
general partners if Tenant is a partnership, or (iii) a certified copy of
the Articles of Organization, operating agreement or other evidence
satisfactory to Landlord evidencing the authority of the members of a limited
liability company executing this Lease on behalf thereof.  If Tenant fails to deliver to Landlord any of
the items described in Clauses (a) or (b) above
on or before the date submits this Lease to Landlord for execution, then
Landlord may, at its option, elect (to the extent such documents or information
is available from governmental or other sources) to obtain any such items which
Tenant has failed to deliver, in which event Tenant shall reimburse Landlord
for all reasonable costs and expenses incurred in obtaining such items.


 


48.                               SURVIVAL.  Notwithstanding anything to the contrary
contained in this Lease, the expiration of the Term of this Lease, whether by
lapse of time or otherwise, shall not relieve Tenant from Tenant’s obligations
accruing prior to the expiration of the Term.


 


49.                               LANDLORD’S
RIGHTS.  In addition to Landlord’s
rights of self-help set forth elsewhere in this Lease or as provided by law or
by equity, if Tenant at any time fails to perform any of its obligations under
this Lease in a manner satisfactory to Landlord, Landlord shall have the right,
but not the obligation, to perform, or cause to be performed, such obligations
on behalf and at the expense of Tenant and to take all such action Landlord
deems appropriate to perform or cause to be performed such obligations on
behalf and at the expense of Tenant and to take all such action which Landlord
deems appropriate to perform such obligations. 
Landlord’s costs and expenses incurred with respect to curing any
default of Tenant, and any costs and expenses incurred by Landlord as a direct
or indirect result of any default of Tenant (whether or not cured by Tenant)
shall, within five (5) business days after demand therefor, be paid for by
Tenant as Additional Rent.  In performing
or causing the performance of any such obligations of Tenant, Landlord shall
incur no liability for any loss or damage that may accrue to Tenant, the
Premises or Tenant’s Property by reason thereof.  The performance by Landlord of any such
obligations shall not constitute a release or waiver of any of Tenant’s
obligations under this Lease.  Tenant
shall reimburse Landlord upon demand for any costs or expenses, including
attorney fees, incurred by Landlord in connection with the enforcement of
Tenant’s obligations hereunder or otherwise incurred by Landlord in connection
with any judicial proceedings regarding the rights and obligations of Tenant
under this Lease.  Any and all costs or
expenses incurred by Landlord pursuant to the provisions hereof shall be
considered as Additional Rent hereunder.


 


50.                               SPECIAL
STIPULATIONS.  The terms, covenants
and conditions set forth in any Articles of this Lease numbered higher than
this Article 50 (“Special
Stipulations”) are intended to supplement and, in certain events, modify or
vary, the other provisions set forth in the foregoing provisions of this
Lease.  If any of the Special
Stipulations conflict with any of the foregoing provisions of this Lease, the
provisions set forth in the Special Stipulations shall control; provided,
however, that to the extent the preceding portions of this Lease may be read in
a manner which will not conflict with the provisions of the Special
Stipulations, then such interpretation shall be deemed to be the correct interpretation
of the provisions of this Lease and the Special Stipulations.


 


51.                               RIGHT
OF FIRST OFFER.  Provided (i) Tenant
is not then in default (beyond any applicable cure period) in any of its
obligations under this Lease, and (ii) Landlord desires to lease the
Option Space (hereinafter defined) to any party other than the party then
occupying the Option Space, Landlord agrees that, during the term of this
Lease, including any Option Term, Tenant shall have the right of first offer to
enter into a lease of certain other premises in the Building, consisting of the
area of approximately 1,891 square feet of leasable area contiguous to the
Premises designated on


 


15





















 


Exhibit A-1 as
“Option Space” (the “Option Space”) in accordance with the terms and conditions
set forth in this Article 51,
as follows:


 


(a)                                  Landlord shall, prior
to entering into a lease for the Option Space, send to Tenant a notice of the
availability of such space and the terms and conditions under which Landlord
proposes to lease the Option Space to Tenant (the “Offer Notice”).


 


(b)                                 Within ten (10) business
days after Tenant’s receipt of the Offer Notice, Tenant shall notify Landlord
that Tenant either (i) agrees to lease the Option Space under the terms
described in the Offer Notice, or (ii) does not desire to lease the Option
Space under the terms described in the Offer Notice.  A failure by Tenant to timely elect the
option described in clauses (i) or (ii) above shall be deemed to be a
waiver by Tenant of any further right to lease the Option Space under this
Article.


 


(c)                                  If Tenant exercises
its option to lease the Option Space under this Article, then Tenant shall
execute a lease amendment embodying the terms set forth in the Offer Notice,
within ten (10) business days after Landlord submits any such lease
amendment to Tenant.  Said lease
amendment shall provide that the following terms and conditions shall apply to
the Option Space:


 


(i)                                     Tenant
agrees to accept the Option Space “as is” in its then existing condition and
Landlord shall have no construction obligations with respect thereto, unless an
allowance for renovation of the Option Space was specified in the Offer Notice,
in which event such provisions respecting such allowance shall be included in
the lease amendment; and


 


(ii)                                  The
Base Rent for the Option Space shall be the Base Rent for the Option Space set
forth in the Offer Notice.


 


(d)                                 Landlord may, at its
option, in lieu of a narrative description of the terms to be described in the
Offer Notice, submit to Tenant a lease amendment document setting forth the
terms of a proposed lease amendment, in which event Tenant’s exercise of its
option to lease the Option Space shall be made by Tenant’s execution of such
lease amendment document and its return to Landlord within the applicable time
periods set forth in paragraph (b) or (c) of this Article.  If Landlord does not submit a lease amendment
document to Tenant at the time the Offer Notice is given, and Tenant exercises
its option to lease the Option Space under such terms, then Tenant shall
execute a lease embodying the terms set forth in the Offer Notice within ten (10) days
after Landlord submits any such lease to Tenant, as provided in paragraph (c) above.


 


(e)                                  Tenant shall have no
further right to lease the Option Space under this Article after Landlord
enters into a lease of the Option Space with another Tenant in accordance with
this Article.


 


(f)                                    Tenant’s right to
lease the Option Space shall be conditioned upon Tenant’s full and complete
compliance with all of the terms and conditions of the Lease prior to the date
of any Offer Notice, and Tenant’s option to lease the Option Space shall
terminate when the term of this Lease expires or terminates.


 


(g)                                 Time shall be of the
essence with respect to Tenant’s right of first offer under this Article.


 


(h)                                 Regardless of any
election of Tenant to lease the Option Space, this Lease shall nonetheless
remain in full force and effect until the expiration date provided herein.


 


52.                               ADDITIONAL
SIGNAGE.  Notwithstanding the
aforesaid, but subject to all applicable laws and/or ordinances, Landlord will
permit Tenant to have one (1) identification sign located above Tenant’s
entrance on the Building (the “Additional Sign”) under the following terms and
conditions:   (i) The exact size and
location of, and all plans and specifications for, the Additional Sign shall be
subject to Landlord’s approval, which will not be unreasonably withheld,
conditioned or delayed; and (ii) Tenant shall, at Tenant’s sole cost and
expense, repair, replace and maintain the Additional Sign, in good condition,
consistent with general construction standards; and (iii) Tenant shall
obtain all permits and approvals for the installation of the Additional Sign,
but Tenant shall not be entitled to obtain any variance or waiver of any
governmental requirements if any such variance or waiver would reduce or
otherwise adversely affect the ability of Landlord or other tenants of the
Building to install or replace sign which would be permitted but for any
variance or waiver of any governmental requirements obtained by Tenant for the
Additional Sign.


 


53.                               BROKERS.  Landlord shall pay the complete commission
due in connection with this Lease to Cushman & Wakefield of Virginia, Inc.
and Advantis/GVA (collectively, “Broker”) pursuant to a separate written
agreement between Landlord and Broker. 
Except in regard to Broker, Landlord and Tenant represent to each other
that they have not dealt with any broker(s) or finder(s) concerning this
Lease.  Landlord and Tenant mutually
agree to defend and hold each other harmless against any claims of any person
or entity involving a breach of the representation contained in this Article 53.  In
the event of such a claim by any person or entity, the party against whom the
claim is made or the litigation is commenced shall give reasonable notice to
the other party with opportunity to such other party to defend against any
claim for which indemnity will be sought under this Article.  The foregoing indemnity and disclosure
provisions are for the sole benefit of the parties to this Lease, and nothing
contained herein shall be deemed to make Broker a third party beneficiary of
this Lease, or entitle Broker, or any other person or entity other than
Landlord and Tenant, to enforce this Lease.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Lease under seal on the day and year first above written.


 


16





















 


	
  ATTEST/WITNESS

  	
  LANDLORD:

  	
  Saul Holdings Limited Partnership

  
	
   

  	
   

  	
  By: Saul Centers, Inc., General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Stephanie N. Paen

  	
   

  	
  By:

  	
  /s/ B. Francis Saul III

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed Name:

  	
  B. Francis Saul III

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST/WITNESS

  	
  TENANT:

  	
  Pressure Biosciences, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Steven E. Hebert

  	
   

  	
  By:

  	
  /s/ Richard T. Schumacher

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed Name:

  	
  Richard Schumacher

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  President & CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  Tenant’s Tax Identification Number:

  	
   

  
	
   

  	
   

  
	
   

  	
         04-2652826

  	
   

  
								



 


17





















 


SECRETARY’S CERTIFICATE


 


I Richard T. Schumacher, Secretary of
Pressure Biosciences, Inc., a Massachusetts Corporation, do hereby certify
(i) that the foregoing and annexed Lease was executed and delivered
pursuant to, and in strict conformity with the provisions of resolutions of the
Board of Directors of said corporation validly adopted at a regularly called
meeting of said Board of Directors, and that a quorum was present at said
meeting (or validly adopted by unanimous written consent of said Board of
Directors in lieu of a meeting), in conformity with the laws of the state of
incorporation of said Corporation; and (ii) that the following is a true,
correct and complete reproduction of said resolution:


 


RESOLVED: That
Richard Schumacher, President of the Corporation, shall be, and is
hereby authorized and empowered, for and on behalf of the Corporation, to
execute, acknowledge and deliver the foregoing and annexed Lease by and between
Saul Holdings Limited Partnership, as Landlord, and Pressure Biosciences, Inc.,
as Tenant, for those certain premises located in the Avenel Business Park,
Phase II, as well as any and all related documents, in order to expeditiously
provide for the leasing of such premises, and, in so doing, to make any and all
changes therein or modifications thereof as he, in his sole discretion, acting
for and on behalf of the Corporations, shall deem necessary or advisable, and
all of the officers of the Corporation are hereby authorized, directed and
empowered to do any and all acts or things as shall be necessary or advisable
in order to effectuate the foregoing resolution.


 


 


	
   

  	
  By:

  	
  Richard T. Schumacher

  
	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
  (Corporate Seal)

  	
  Date:

  	
  April 26, 2005

  



 


18





















 


EXHIBIT A


 


PREMISES


 


19





















 


EXHIBIT A-1


 


OPTION
SPACE


 


20





















 


EXHIBIT B


 


RULES &
REGULATIONS


 


1.                                       No
advertisement, or other notice, shall be inscribed, painted or affixed on any
part of the outside or inside of said Building, except of such order, size and
style, and at such places as shall be designated by Landlord.  All signs will be supplied for tenants by
Landlord, the cost of the signs to be charged to and paid for tenants.


 


2.                                       The
sidewalks and entry passages shall not be obstructed by tenants, or used by
them for any purpose other than for ingress and egress.  The floors, and skylights and windows that
reflect or admit light into any place in said Building, shall not be covered or
obstructed by tenants.  The water closets
and other water apparatus, shall not be used for any other purpose than those
for which they were constructed and no sweepings, rubbish, or other obstructing
substances shall be thrown therein.  Any
damage resulting to them, or to associated systems, from misuse, shall be
repaired by tenant who, or whose clerks, agents, invitees, or servants shall
cause it.


 


3.                                       No
tenant shall do or permit to be done in said Premises, or bring or keep
anything therein, which shall in any way obstruct or interfere with the rights
of other tenants or in any way injure or annoy them.  Tenants, their clerks and servants, shall
maintain order in the Building, shall not make or permit any improper noise in
the Building or interfere in any way with other tenants or those having
business with them.  Nothing shall be
thrown by Tenants, their clerks or servants, out of the windows, doors or
skylights of the Building.  No rooms
shall be occupied or used as sleeping or lodging apartments at any time.  No part of the Building shall be used or in
any way appropriated for gambling, immoral or other unlawful practices, and no
intoxicating liquor or liquors shall be sold in said Building .


 


4.                                       It
is understood and agreed that the Landlord shall not be responsible to any
tenant for any loss of property from rented premises, however occurring, except
to the extent otherwise set forth in the Lease.


 


5.                                       No
animals shall be allowed in the office, halls, corridors, or elsewhere in the
Building.


 


6.                                       All
tenants and occupants shall observe strict care not to leave their doors open
when it rains or snows, and for any fault or carelessness in this respect shall
make good any injury sustained by other tenants, and to Landlord for damage to
paint, plastering or other parts of the Building, resulting from such default
or carelessness.  No alterations shall be
made to any part of the Building by putting up or changing any partitions,
doors or windows, nor shall there be any connection made to the electric wires
or electric fixtures, or plumbing lines nor shall there be any penetrations
through the walls, floor or roof without the consent in writing on each
occasion of Landlord or its Agent.  All
glass, locks and trimmings in or upon the doors and windows of the Building
shall be kept whole and, when any part thereof shall be broken, the same shall
be immediately replaced or repaired and put in order under the direction and to
the satisfaction of Landlord, or its Agent, and shall be left whole and in good
repair.  Tenant shall not injure,
overload or deface the Building, the woodwork or the walls of the Premises, nor
carry on upon the Premises any noisesome, noxious, noisy, or offensive
business.


 


7.                                       Not
more than two keys for each office will be furnished without charge; the charge
for additional keys shall be Five Dollars ($5.00) each.  No additional locks or latches shall be put
upon any door without written consent of Landlord.  Tenants, at termination of their lease of the
premises, shall return to Landlord, all keys to doors in the Building.


 


8.                                       Landlord
in all cases retains the power to prescribe the weight and position of iron
safes or other heavy articles.


 


9.                                       The
tenant shall not (without the Landlord’s prior written consent) install or
operate any electric heating device, steam engine, boiler, machinery or stove
upon the Premises (other than microwave ovens), or carry on any mechanical
business thereon, or do any cooking thereon, or use or allow to be used upon
the Demised Premises oil, burning fluids, camphene, gasoline or kerosene for
heating, warming or lighting.  No article deemed
extra hazardous on account of fire and no explosives shall be brought into said
Premises.  No offensive gases or liquids
will be permitted.


 


10.                                 If
tenants desire blinds or window covering, other than those provided by
Landlord, if any, they must be of such shape, color and material as may be
prescribed by Landlord, and shall be erected with Landlord’s prior consent and
at the expense of said tenants.  No
awnings shall be placed on said Building.


 


11.                                 Landlord
reserves all vending rights.  Request for
such service will be made to Landlord.


 


12.                                 Except
for the storage of trash or rubbish in dumpsters provided by Landlord, Tenant
shall not permit storage of any kind outside of the Premises.


 


13.                                 Tenants
and occupants shall observe and obey all parking and traffic regulations as
imposed by Landlord on the Property. 
Landlord in all cases retains the power to designate “No Parking” zones,
traffic right of ways, and general parking area procedures.


 


14.                                 Tenant
shall instruct all delivery companies that any vehicles making deliveries to
the Demised Premises shall use the truck access road provided for such use and
park only in designated loading areas.


 


15.                                 Unless
otherwise agreed upon, in writing, Landlord will arrange and contract for all heating,
ventilating and air conditioning maintenance and repairs.


 


21





















 


16.                                 Unless
otherwise approved by Landlord, in writing, neither Tenant, nor Tenant’s
agents, invitees, or contractors shall be permitted access to the roof of the
Building.


 


17.                                 The
Landlord reserves the right to make such other rules and regulations as in
its judgement may from time to time be needed for the safety, care and
cleanliness of the Premises, and for the preservation of order therein.


 


18.                                 Violation
of these rules, or any amendments thereof or additions thereto, shall
constitute a default under the Lease, unless timely cured in accordance with
the provisions thereof.


 


In the event of any conflict between the
provisions of these Rules and Regulations and the provisions of the Lease
to which these Rules and Regulations are attached, the provisions of the
Lease shall control.


 


22





















 


EXHIBIT C


 


LANDLORD’S
WORK/WORK AGREEMENT


 


 


INTENTIONALLY
LEFT BLANK


 


23





















 


EXHIBIT D


 


COMMENCEMENT &
ESTOPPEL AGREEMENT


 


THIS COMMENCEMENT AND ESTOPPEL AGREEMENT is
made and entered into this     
        day
of                             , 20       , by and between
                                                                        (“Tenant”) and                                                                           
(“Landlord”).


 


WHEREAS, Landlord and Tenant have heretofore
entered into that certain Lease Agreement dated                              (the “Lease”),
for certain space at                                                                                                                                     
..


 


WHEREAS, paragraph 2 of the Lease provides
for the execution of a commencement agreement specifying the commencement date
of the term of the Lease;


 


NOW, THEREFORE, in consideration of the
premises, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, each party hereby warrants and
represents to the other as follows:


 


1.                                                   That
Tenant is in full and complete possession of the Demised Premises, such
possession having been delivered by the Landlord and having been accepted by
the undersigned.


 


2.                                                   That
the Landlord’s improvements, if any, and the space required to be furnished by
the terms of the Lease have been completed in all respects and are open for the
use of the Tenant, its customers, employees and invitees.


 


3.                                                   That
all duties of an inducement nature required of the Landlord in said Lease have
been fulfilled.


 


4.                                                   That
said Lease is in full force and effect; that there is no existing default on
the part of the Landlord in the terms thereof; and that, except as hereinafter
set forth, said Lease has not been amended, modified, supplemented or
superseded: N/A [insert “N/A” if not applicable].


 


5.                                                   That
no rents have been prepaid except as provided by said Lease; that Tenant does
not now have or hold any claim against Landlord which might be set off or
credited against future accruing rent.


 


6.                                                   That
Tenant has received no notice of a prior sale, transfer, assignment,
hypothecation or pledge of the said Lease or of the rents secured therein,
except to Landlord.


 


7.                                                   That
the Rent Commencement Date for the Lease is the                  day of                          , 20         and the Lease shall expire at midnight
on the                day of                       , 20      .


 


8.                                                   Any
agreement, obligation, or liability made, entered into or incurred by or on
behalf of Landlord binds only its property, and no shareholder, trustee,
officer, or agent of the Landlord assumes or shall be held to any liability
therefor.


 


IN WITNESS WHEREOF, the parties hereto do
hereby execute this Agreement under seal on the day and year first above
written.


 


	
  ATTEST:

  	
   

  	
  TENANT:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  (SEAL)

  
	
  Secretary

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Printed Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
  LANDLORD:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Printed Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  	
   

  
							



 


24





















 


EXHIBIT E


 


LIST OF
TENANT’S SHAREHOLDERS, PARTNERS, OR MEMBERS


 


OF A
LIMITED LIABILITY COMPANY AND PERCENTAGE OF OWNERSHIP


 


	
   

  	
   

  	
                                %

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
                                %

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
                                %

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
                                %

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
                                %

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
                                %

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
                                %

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
                                %

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
                                %

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
                                %

  



 


25





















 


EXHIBIT F


 


LANDLORD’S
FEE SCHEDULE


 


 


LANDLORD’S
FEE SCHEDULE AS OF THE LEASE DATE:


 




	
  Landlord
  Waiver:

  	
   

  	
  $

  	
  1,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Non-Disturbance:

  	
   

  	
  $

  	
  1,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Other
  Documents:

  	
   

  	
  $

  	
  1,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Assignment/Sublease:

  	
   

  	
  $

  	
  500.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Licenses/Permits:

  	
   

  	
  $250.00 (if provided to Landlord more

  	
   

  
	
   

  	
   

  	
  than 10 days
  before due); $500.00

  	
   

  
	
   

  	
   

  	
  (if provided
  to Landlord less than 10

  	
   

  
	
   

  	
   

  	
  days before
  due)

  	
   

  






 


The above fee schedule is based on using
Landlord’s approved form.  Any agreement
not on Landlord’s approved form shall be subject to a higher fee.


 


26





















 


EXHIBIT G:  Chemical and Reagent List


 


 


	
  (+)-Ruth
  Hydrate, 95%

  
	
  1, 3 Bis [tris
  (hydroxymethyl) methyl] Propane 99%+

  
	
  1, 4, 8, 11 - Tetraaza
  Cyclopentadecane, 98%

  
	
  1, 4, 8, 12 - Tetraaza
  Cyclopentadecane, 97%

  
	
  1, 4, 8, 12 - Tetraaza
  Cyclopentadecane, 98%

  
	
  1, 4,7 -
  Triazacyclononane, 95%

  
	
  1,1-Cyclopropanedcarboxylic
  Acid, 97%

  
	
  2-Bromoethylamine

  
	
  2-Mercaptoethanol

  
	
  8-Anilino-1-Naphthalenesulfonic
  Acid

  
	
  Acetic Acid,
  Glacial, 99.99+%

  
	
  Acetone

  
	
  Acetone, 99.5+%, ACS
  Spectrophotometric Grade

  
	
  Acridine
  Orange Base

  
	
  Aminopropyl-CPG

  
	
  Bentonite

  
	
  Benzalkonium
  Chloride

  
	
  Buffer
  Saturate Phenol

  
	
  Calcium
  Chloride Dihydrate, 98+%, ACS

  
	
  CAPS, 99%

  
	
  Cetyldimethylethylammonium
  Bromide, 85%

  
	
  Cetyltrimethylethylammonium
  Chloride

  
	
  CHES, 99%

  
	
  Chloramphenicol

  
	
  Citric Acid

  
	
  Citric Acid
  Monohydrate Sigmaultra

  
	
  CTAB

  
	
  D-Sorbitol

  
	
  Dansyl
  sarconine

  
	
  Dithiothreitol
  (clelands reagents)

  
	
  EDTA Molecular Biology
  Reagent Disodium Dihydrate

  
	
  Ethyl
  Alcohol

  
	
  Ethylene
  Glycol

  
	
  Fluorescein

  



 


1





















 


	
  Formaldehyde

  
	
  Formaldehyde
  Molecular Bio. Reagent

  
	
  Glycerol
  Molecular Biology Reagent

  
	
  Guanidine
  Hydrochloride

  
	
  Guanidine
  Thiocyanate

  
	
  Heparin,
  Sodium Salt

  
	
  Hepes

  
	
  Hepes, 99%

  
	
  HEPES Buffer
  Solution

  
	
  Hydrochloric
  Acid, 37% ACS Reagent

  
	
  Hydrochloric Acid,
  Volumetric Standard, 1.0N Slt. in Water

  
	
  Igepal
  CA-630

  
	
  Iodine,
  99.8%

  
	
  Iodine,
  99.8%

  
	
  Jenner’s
  Stain

  
	
  Lauryl Sulfate Sodium
  Molecular Bio. Reagent

  
	
  Magnesium
  Cloride

  
	
  Methyl
  Alcohol

  
	
  Methylene
  Blue Trihydrate

  
	
  MOPS

  
	
  N-Acetyl
  Tryptophan

  
	
  N-Isopropylacrylamide,
  97%

  
	
  N-Lauroly
  Sarcosine

  
	
  N-Lauroylsarcosine

  
	
  Nano Orange

  
	
  Nitric Acid,
  70% ACS Reagent

  
	
  Octanoicc
  Acid, 99.5+%

  
	
  Phenol

  
	
  Polyethylenimine

  
	
  Polyethylenimine,
  80% Ethoxylated

  
	
  Propiolactone,
  97%

  
	
  Psoralen

  
	
  Rhodamine B

  
	
  RNALater

  
	
  SP Sepharose

  
	
  Sodium
  Acetate Molecular Biology

  
	
  Sodium Phosphate, Dibasic
  Mole Bio Reagent

  



 


2





















 


	
  Sodium Phosphate, Monobasic
  Mole Bio Reagent

  
	
  SYBR Green I

  
	
  SYBR Green
  II

  
	
  Tergitol

  
	
  Tetracycline

  
	
  Tetraethylammonium
  Chloride Hydrate

  
	
  tris
  (hydroxymethyl) Aminomethane

  
	
  Trizma Base

  
	
  Trizol
  Reagent

  
	
  Urea

  



 


3