Unassociated Document


     

    Exhibit
      10.2


    COMMERCIAL
      LEASE

    


    PARTIES


    


    Worcester
      Millbrook LLC, LESSOR, which expression shall include heirs, successors, and
      assigns where the context so admits, does hereby lease to Commonwealth National
      Bank, LESSEE, which expression shall include successors, executors,
      administrators, and assigns where the context so admits, and the LESSEE hereby
      leases the following described premises: 

    


    PREMISES
      

    


    4th
      floor in
      the Center Section of the Worcester Business Center, 67 Millbrook Street, Suite
      423, Worcester, MA 01606, consisting of 7,704 SF of net rentable area, together
      with the right to use in common with others entitled thereto, the hallways,
      stairways, bathrooms, parking areas, and loading docks necessary for access
      to
      said leased premises. LESSEE shall accept the space in "as is" condition.


    


    TERM
      

    


    The
      term
      of this lease shall be for Five (5) years, commencing October 1, 2006 and
      terminating September 30, 2011. 

    


    RENT
      

    


    The
      LESSEE shall pay to the LESSOR rent in the amount of $7,381 per month; Rent
      is
      payable in advance on the first day of each month. A penalty of $356.25 per
      month (5%) will be assessed on any rent payments not received by the 10th day
      of
      each month. 

    


    EXTENSIONS
      

    


    Provided
      not then in default, and upon one hundred twenty (120) days prior written
      notice, LESSEE shall have the right to extend this lease for one (1) additional
      five (5) year period, at the following monthly rents: 

    


    
      	
              October
                1, 2011 - September 30, 2012

            	
              $
                9,250 per month

            
	
              October
                1, 2012 - September 30, 2013

            	
              $
                9,750 per month

            
	
              October
                1, 2013 - September 30, 2014

            	
              $10,250
                per month

            
	
              October
                1, 2014 - September 30, 2015

            	
              $10,250
                per month

            
	
              October
                1, 2015 - September 30, 2016

            	
              $10,750
                per month

            


    

    


    SECURITY
      DEPOSIT

    


    LESSEE
      shall pay a security deposit of $7,381.00 upon execution of this lease, to
      be
      returned by LESSOR upon expiration, less any amounts necessary to repair damage
      to the Premises not caused by ordinary wear and tear, or to cure any other
      LESSEE defaults. 

    


    UTILITIES
      

    


    All
      electricity that is furnished to the leased premises is included in the rent.
      

    


    The
      LESSOR agrees to provide reasonable heat and air conditioning to the Premises
      (+/- 70 degrees), the hallways, stairways, and lavatories during normal business
      hours on regular business days of the heating season of each year, subject
      to
      interruption due to any accident, to improvements, to labor difficulties, to
      trouble supplies from the sources from which they are usually obtained for
      said
      building, or to any cause beyond the LESSOR's control. Overtime HVAC will be
      billed as additional rent in the amount of $25 per hour.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
 

    LESSOR
      shall have no obligation to provide utilities or equipment other than the
      utilities and equipment within the premises as of the commencement date of
      this
      lease. In the event LESSEE requires additional utilities or equipment, the
      installation and maintenance provided that such installation shall be subject
      to
      the written consent of the LESSOR, except for additional cooling in the telecom
      room to be installed by LESSEE prior to lease commencement.

    


    CLEANING
      

    


    LESSOR
      agrees to remove LESSEE’s office related trash every night, and to vacuum the
      leased premises two (2) times weekly. 

    


    USE
      

    


    The
      LESSEE shall use the leased premises for the purpose of an Administrative and
      Back Offce for Commonwealth National Bank and any affliates. 

    


    COMPLIANCE
      WITH LAWS 

    


    The
      LESSEE acknowledges that no trade or occupation shall be conducted in the leased
      premises or use made thereof which will be unlawful, improper noisy or
      offensive, or contrary to any federal, state, or local law or ordinance,
      including the Americans With Disabilities Act, in force in the city or town
      in
      which the premises are situated. 

    


    FIRE
      INSURANCE 

    


    The
      LESSEE shall not permit any use of the leased premises which will make void-able
      any insurance on the property of which the leased premises are a part, or on
      the
      contents of said property or which shall be contrary to any law or regulation
      from time to time established by the New England Fire Insurance Rating
      Association, or any similar body succeeding to its powers. The LESSEE shall
      on
      demand reimburse the LESSOR, and all other tenants, all extra insurance premiums
      caused by LESSEE's use of the premises. 

    


    MAINTENANCE
      BY LESSEE 

    


    The
      LESSEE agrees to maintain the leased premises in good condition, damage by
      fire
      and other casualty only accepted, and whenever necessary, to replace plate
      glass
      and other glass therein, acknowledging that the leased premises are now in
      good
      order and the glass whole. The LESSEE shall not permit the leased premises
      to be
      overloaded, damaged, stripped, or defaced, nor suffer any waste. LESSEE shall
      obtain written consent of LESSOR before erecting any sign on the premises.
      

    


    MAINTENANCE
      BY LESSOR 

    


    The
      LESSOR agrees to maintain the parking areas and structure of the building of
      which the leased premises are a part in the same condition as it is at the
      commencement of the term or as it may be put in during the term of this lease,
      reasonable wear and tear, damage by fire and other casualty only excepted,
      unless such maintenance is required because of the LESSEE or those for whose
      conduct the LESSEE is legally responsible. 

    


    ALTERATIONS
      - ADDITIONS 

    


    The
      LESSEE shall not make structural alterations or additions to the leased
      premises, but may make non-structural alterations provided the LESSOR consents
      thereto in writing, which consent shall not be unreasonably withheld or


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    delayed.
      All such allowed alterations shall be at LESSEE's expense and shall be in
      quality at least equal to the present construction. LESSEE shall not permit
      any
      mechanics' liens, or similar liens, to remain upon the leased premises for
      labor
      and material furnished to LESSEE or claimed to have been furnished to LESSEE
      in
      connection with work of any character performed or claimed to have been
      performed at the direction of LESSEE and shall cause any such lien to be
      released of record forthwith without cost to LESSOR. Any alterations or
      improvements made by the LESSEE shall become the property of the LESSOR at
      the
      termination of occupancy as provided herein. 

    


    ASSIGNMENT,
      SUBLEASING 

    


    The
      LESSEE shall not assign or sublet the whole or any part of the leased premises
      without LESSOR's prior written consent. Notwithstanding such consent, LESSEE
      shall remain liable to LESSOR for the payment of all rent and for the full
      performance of the covenants and conditions of this lease. 

    


    LESSEE
      shall have the right to assign or sublet the Premises to any Commonwealth
      National Bank affliate, assignee, or other related company, without LESSOR's
      consent. LESSEE shall remain liable to LESSOR for the payment of all rent and
      for the full performance of the covenants and conditions of this lease.


    


    SUBORDINATION
      

    


    See
      "Addendum A" (attached) 

    


    LESSOR'S
      ACCESS 

    


    The
      LESSOR or agents of the LESSOR may, during normal business hours and with prior
      notice to LESSEE, enter to view the leased premises and may remove placards
      and
      signs not approved and affixed as herein provided, and make repairs and
      alterations as LESSOR should elect to do and may show the leased premises to
      others, and at any time within three (3) months before the expiration of the
      term, may affix to any suitable part of the leased premises a notice for letting
      or selling the leased premises or property of which the leased premises are
      a
      part and keep the same so affixed without hindrance or molestation.


    


    INDEMNIFICATION,
      LIABILITY, DISABILITY 

    


    The
      LESSEE shall save the LESSOR harmless from all loss and damage occasioned by
      the
      use or escape of water or by the bursting of pipes, as well as from any claim
      or
      damage resulting from neglect in not removing snow and ice from the roof of
      the
      building or from the sidewalks bordering upon the premises so leased, or by any
      nuisance made or suffered on the leased premises, unless such loss is caused
      by
      the neglect of the LESSOR. The removal of snow and ice from the sidewalks
      bordering upon the leased premises shall be the responsibility of LESSOR. LESSEE
      at LESSEE's expense shall comply with all laws, rules, orders, ordinances,
      directions, regulations, and requirements of federal, state, county, and
      municipal authorities, now in force or which may hereafter be in force, which
      shall impose any duty upon LESSOR or LESSEE with respect to the use, occupation,
      or alteration of the Premises, including without limitation the Americans with
      Disabilities Act. 

    


    LESSEE'S
      LIABILITY INSURANCE 

    


    The
      LESSEE shall maintain with respect to the leased premises and the property
      of
      which the leased premises are a part comprehensive public liability insurance
      in
      the amount of $2.0 million with property damage insurance in limits of $500,000
      in responsible companies qualified to do business in Massachusetts and in good
      standing therein 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    insuring
      the LESSOR as well as LESSEE against injury to persons or damage to property
      as
      provided. The LESSEE shall deposit with the LESSOR a certificate for such
      insurance at or prior to the commencement of the term, and thereaffer within
      thirty (30) days prior to the expiration of any such policies. All such
      insurance certificates shall provide that such policies shall not be cancelled
      without at least ten (10) days prior written notice to each insured name
      therein. 

    


    FIRE,
      CASUALTY, EMINENT DOMAIN 

    


    Should
      a
      substantial portion of the leased premises, or of the property of which they
      area part, be substantially damaged by fire or other casualty, or be taken
      by
      eminent domain, the LESSOR may elect to terminate this lease. When such fire,
      casualty, or taking renders the leased premises substantially unsuitable for
      their intended use, a just and proportionate abatement of rent shall be made,
      and the LESSEE may elect to to terminate this lease if, 

    


    (a)
      The
      LESSOR fails to give written notice within thirty (30) days of intention to
      restore leased premises, or 

    


    (b)
      The
      LESSOR fails to restore the leased premises to a condition 

    substantially
      suitable for their intended use within ninety (90) days of said fire, casualty
      or taking. The LESSOR reserves, and the LESSEE grants to the LESSOR, all rights
      which the LESSEE may have for damages or injury to the leased premises for
      any
      taking by eminent domain, except for damage to the LESSEE's fixtures, property,
      or equipment. 

    


    DEFAULT
      AND BANKRUPTCY 

    


    In
      the
      event that: 


    

      
        	
                (a)
                  

              	
                The
                  LESSEE shall default in the payment of any installment of rent
                  or other
                  sum herein specified and such default shall continue for ten (10)
                  days
                  after written notice thereof; or 

              
	
                (b)
                  

              	
                The
                  LESSEE shall default in the observance or performance of any other
                  of the
                  LESSEE's covenants, agreements, or obligations hereunder and such
                  default
                  shall not be corrected within thirty (30) days after written notice
                  thereof; or 

              
	
                (c)

              	
                The
                  LESSEE shall be declared bankrupt or insolvent according to law,
                  or, if
                  any assignment shall be made of LESSEE's property for the benefit
                  of
                  creditors,

              


      

    

     

    then
      the
      LESSOR shall have the right thereafter, while such default continues, to
      re-enter and take complete possession of the leased premises, to declare the
      term of this lease ended, and remove the LESSEE's effects, without prejudice
      to
      any remedies which might be otherwise used for arrears of rent or other default.
      The LESSEE shall indemnify the LESSOR against all loss of rent and other
      payments which the LESSOR may incur by reason of such termination during the
      residue of the term. If the LESSEE shall default, after reasonable notice
      thereof, in the observance or performance of any conditions or covenants on
      LESSEE's part to be observed or performed under or by virtue of any of the
      provisions in any article of this lease, the LESSOR, without being under any
      obligation to do so and without thereby waiving such default, may remedy such
      default for the account and at the expense of the LESSEE. If the LESSOR makes
      any expenditures or incurs any obligations for the payment of money in
      connection therewith, including but not limited to, reasonable attorney's fees
      in instituting, prosecuting or defending any action or proceeding, such sums
      paid or obligations insured, with interest at the rate of 18 per cent annum
      and
      costs, shall be paid to the LESSOR by the LESSEE as additional rent.


    


    NOTICE
      

    


    Any
      notice from the LESSOR to the LESSEE relating to the leased premises or to
      the
      occupancy thereof, shall be deemed duly served, if mailed to the LESSEE,
      registered or certified mail, return receipt requested, postage prepaid,
      addressed to the LESSEE at the following address: 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Commonwealth
      National Bank 

    Attn:
      Chief Financial Officer 

    33
      Waldo
      Street 

    Worcester,
      MA 01613 

    


    Any
      notice from the LESSEE to the LESSOR relating to the leased premises or to
      the
      occupancy thereof, shall be deemed duly served, if mailed to the LESSOR by
      registered or certified mail, return receipt requested, postage prepaid,
      addressed to the LESSOR at the Premises or such other address as the LESSOR
      may
      from time to time advise in writing. All rent and notices shall be paid and
      sent
      to the LESSOR at 

    


    Worcester
      Millbrook LLC 

    C/O
      The
      Boynton Company, Inc. 

    67
      Millbrook Street 

    Worcester,
      MA. 01606 

    


    SURRENDER
      

    


    The
      LESSEE shall at the expiration or other termination of this lease remove all
      LESSEE's goods and effects from the leased premises, (including, without hereby
      limiting the generality of the foregoing, all signs and lettering affixed or
      painted by the LESSEE, either inside or outside the leased premises). LESSEE
      shall deliver to the LESSOR the leased premises and all keys, locks thereto,
      and
      other fixtures connected therewith and all alterations and additions made to
      or
      upon the leased premises, in good condition, damage by fire or other casualty
      only excepted. In the event of the LESSEE's failure to remove any of the
      LESSEE's property from the premises, LESSOR is hereby authorized, without
      liability to LESSEE for loss or damage thereto, and at the sole risk of LESSEE,
      to remove and store any of the property at LESSEE's expense, or to retain same
      under LESSOR's control or to sell at public or private sale, without notice
      any
      or all of the property not so removed and to apply the net proceeds of such
      sale
      to the payment of any sum due hereunder, or to destroy such property. In
      addition, 

    


    HOLDOVER
      

    


    LESSEE
      shall have no right to holdover possession of the Premises after the expiration
      or termination of this Lease without LESSOR's prior written consent, which
      consent LESSOR may withhold in its sole and absolute discretion. If LESSEE
      retains possession of any part of the Premises after the Term, LESSEE shall
      become a month-to-month tenant for the entire Premises upon all of the terms
      of
      this Lease as might be applicable to such month-to-month tenancy, except that
      LESSEE shall pay all of Base Rent at double the rate in effect immediately
      prior
      to such holdover, computed on a monthly basis for each full or partial month
      LESSEE remains in possession. LESSEE shall also pay LESSOR all of LESSOR's
      direct and consequential damages resulting from Tenant's holdover. No acceptance
      of Rent or other payments by LESSOR under these holdover provisions shall
      operate as a waiver of LESSOR's right to regain possession or any other of
      LESSOR's remedies. 

    


    TENANT
      IMPROVEMENTS 

    


    LESSOR
      agrees to deliver the leased premises in accordance with specifications provided
      by LESSEE. LESSEE and LESSOR will agree on the specifics of said build-out
      prior
      to the execution of this lease. 

    


    LESSEE
      shall be responsible for any work, and cost of said work, as it relates to
      networking, and additional HVAC requirements. LESSEE understands their will
      be
      an additional cost, to be determined, for running the additional HVAC.


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    OTHER
      PROVISIONS 


    

      
        	
                1.
                  

              	
                LESSEE
                  shall have the right to terminate this lease between the 30th
                  and 36th
                  months, by providing four (4) months prior written notice and paying
                  a
                  cancellation penalty equal to $14,762.00.

              
	 	 
	
                2.
                  

              	
                LESSOR
                  agrees to designate one (1) parking space, labeled "deliveries
                  only" near
                  the center entrance. Otherwise parking is handled on a first come
                  first
                  serve basis.

              


      

    

    


    WITNESS
      WHEREOF, the said parties hereunto set their hands and seal this 25th day
      of
      July, 2006. 

    


    
      	
              LESSEE

            	
              /s/
                Charlie Valade

            	
              7/25/06

            
	 	
              Charlie
                Valade, President & CEO

            	
              Date

            
	 	
              Commonwealth
                National Bank

            	 


    

    


    


    
      	
              LESSOR

            	
              /s/
                Nick Boynton

            	
              7/27/06

            
	 	
              Nick
                Boynton, Member

            	
              Date

            
	 	
              Worchester
                Millbrook LLC