Exhibit 10.35


 


COMMERCIAL LEASE


 


This Lease Agreement (this “Lease”)
is dated as of September 1, 2018, by and between Scientific Real Estate Holdings LLC (“Landlord”) and Doctors Scientific Organica
LLC (“Tenant”). The parties as follows:


 


PREMISES: Landlord, in consideration of
the lease payments provided in this Lease, leases to Tenant Approx. 2200 sq. feet, on Riviera Beach (the “Premises”) located
at 1210 W 13th St, Riviera Beach,FL 33404.


 


TERM: The lease term will begin on September
1, 2018 and end on August 31, 2023 with escalation period. Escalation will be 3% a year.


 


LEASE PAYMENTS: Tenant shall pay to Landlord
monthly installments of $20,670.00, plus applicable taxes, payable in advance on the first day of each month. Lease payments shall be
made to the Landlord at 1210 W 13th St, Riviera Beach,FL 33404.


 


The payment address may be changed from time to time by the Landlord.


 


POSSESSION: Tenant shall be entitled to
possession on the first day of the term of this Lease, and shall yield possession to Landlord on the last day of the term of this Lease,
unless otherwise agreed by both parties in writing. At the expiration of the term, Tenant shall remove its goods and effects and peaceably
yield up the Premises to Landlord in as good a condition as when delivered to Tenant, ordinary wear and tear excepted.


 


USE OF PREMISES: Tenant may use the
Premises only for manufacturing diet foods exclusive of weight loss services. The Premises may be used for any other purpose only
with the prior written consent of Landlord, which shall not be unreasonably withheld. Tenant shall notify Landlord of any
anticipated extended absence from the Premises not later than the first day of the extended absence.


 


PROPERTY INSURANCE: Landlord and Tenant
shall each maintain appropriate insurance for their respective interests in the Premises and property located on the Premises. Landlord
shall be named as an additional insured in such policies. Tenant shall deliver appropriate evidence to Landlord as proof that adequate
insurance is in force issued by companies reasonably satisfactory to Landlord. Landlord shall receive advance written notice from the
insurer prior to any termination of such insurance policies. Tenant Shall also maintain any other insurance which Landlord may reasonably
require for the protection of Landlord’s interest in the Premises. Tenant is responsible for maintaining casualty insurance on its own
property.


 


LIABILITY INSURANCE: Tenant shall
maintain liability insurance on the Premises in a total aggregate sum of at least $1,000,000.00. Tenant shall deliver appropriate
evidence to Landlord as proof that adequate insurance is in force issued by companies reasonably satisfactory to Landlord. Landlord
shall receive advance written notice from the insurer prior to any termination of such insurance policies.


 




      


     


    

 


MAINTENACE:


 


Landlord’s obligations for maintenance shall include:


 


		—	the roof, outside walls, and other structural parts of the
building.



 


		—	the parking lot, driveways, and other structural parts of
the building.



 


		—	the sewer, water pipes, and other matters related to plumbing.



 


		—	the electrical wiring.



 


Tenant’s obligations for maintenance shall include:


 


		—	the air conditioning system.



 


		—	cleaning
and customary up-keep of space.





 


		—	all other items
of maintenance not specifically delegated to Landlord under this Lease.


 


UTILITIES AND SERVICES: Landlord shall be responsible for the
following utilities and services in connection with the Premises:


 


SERVICES:


 


		—	Water and sewer.



 


		—	All taxes, and common area maintenance including gardening.



 


UTILITIES:


 


		—	Janitorial services.



 


Tenant acknowledges that Landlord has fully explained to Tenant the
utility rates, charges and services for which Tenant will be required to pay to Landlord (if any), other than those to be paid directly
to the third-party provider. Landlord shall have access to telephone and internet junction box at the back of Tenant space.


 


TAXES: Taxes attributable to the Premises or the use
of the Premises shall be allocated as follows:


 


REAL ESTATE TAXES — Landlord shall pay all real estate
taxes and assessments for the Premises.


 


TERMINATION UPON SALE OF PREMISES: Notwithstanding
any other provision of this Lease, Landlord may terminate this lease upon 180 days’ written notice to Tenant that the Premises have been
sold.


 


DESTRUCTION OR CONDEMNATION OF PREMISES:
IF THE Premises are partially destroyed by fire or other casualty to an extent that prevents the conducting of Tenant’s use of the Premises
in a normal manner, and if the damage is reasonably repairable within sixty days after the occurrence of the destruction, and if the
cost of repair is less than $1,000,000.00, Landlord shall repair the Premises and a just proportion of the lease payments shall abate
during the period of the repair according to the extent to which the Premises have been rendered untenantable. However, if the damage
is not repairable within sixty days, or if the cost of repair is $1,000,000,00 or more, or if Landlord is prevented from repairing the
damage by forces beyond Landlord’s control, or if the property is condemned, this Lease shall terminate upon twenty days’ written notice
of such event or condition by either party and any unearned rent paid in advance by Tenant shall be apportioned or condition by either
party and any unearned rent paid in advance by Tenant shall be apportioned and refunded to it. Tenant shall give Landlord immediate notice
of any damage to the Premises.


 






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DEFAULTS: Tenant shall be in default of
this Lease if Tenant fails to fulfill any lease obligation or term by which Tenant is bound. Subject to any governing provisions of law
to the contrary if Tenant fails to cure any financial obligation within 5 days (or any other obligation within 10 days) after written
notice of such default is provided by Landlord to Tenant, Landlord may take possession of the Premises without further notice (to the
extent permitted by law), and without prejudicing Landlord’s rights to damages. In the alternative, Landlord may elect to cure
any default and the cost of such action shall be added to Tenant’s financial obligations under this Lease. Tenant shall pay all
costs, damages, and expenses (including reasonable attorney fees and expenses) suffered by Landlord by reason of Tenant’s defaults.
All sums of money or charges required to be paid by Tenant under this Lease shall be additional rent, whether or not such sums or charges
are designated as “additional rent”. The rights provided by this paragraph are cumulative in nature and are in addition to
any other rights afforded by law.


 


LATE PAYMENTS: for each payment that is not paid within 3 days
after its due date, Tenant shall pay a late fee of $50.00 per day, beginning with the day after the due date.


 


HOLDOVER: If Tenant maintains
possession of the Premises for any period after the termination of this Lease (“Holdover Period”) Tenant shall pay to Landlord
lease payment(s) during the Holdover Period at a rate equal to 200% of the normal payment rate set forth in the Renewal Terms paragraph.


 


CUMLATIVE RIGHTS: The rights of the parties under this Lease
are cumulative, and shall not be construed as exclusive unless otherwise required by law.


 


NON-SUFFICIENT FUNDS: Tenant shall be charged $50.00 for each
check that is returned to Landlord for lack of sufficient funds.


 


REMODELING OR STRUCTRUAL IMPROVEMENTS: Tenant shall have the
obligation to conduct any construction or remodeling (at Tenant’s expense) that may be required to use the Premises as specified above,
Tenant may also construct such fixtures on the Premises (at Tenant’s expense) that appropriately facilitate its use for such purposes.
Such construction shall be undertaken and such fixtures may be erected only with the prior written consent of the Landlord which shall
not be unreasonably withheld. Tenant shall not install awnings or advertisements on any part of the Premises without Landlord’s prior
written consent. At the end of the lease term, Tenant restores the Premises to substantially the same conditions of the Premises at the
commencement of this Lease.


 


ACCESS BY LANDLORD TO PREMISES:
Subject to Tenant’s consent (which shall not be unreasonably withheld), Landlord shall have the right to enter the Premises to make
inspections, provide necessary services, or show the unit to prospective buyers, mortgagees, tenants or workers. However, Landlord
does not assume any liability for the care or supervision of the Premises. As provided by law, in the case of an emergency, Landlord
may enter the premises without Tenant’s consent. Suring the last three months of this Lease, or any extension of this Lease,
Landlord shall be allowed to display the usual “To Let” signs and show the Premises to prospective tenants.


 






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INDEMNITY REGARDING USE OF PREMISES: To the extent permitted
by law, Tenant agrees to indemnify, hold harmless, and defend Landlord from and against any and all losses, claims, liabilities, and
expenses, including reasonable attorney fees, if any, which Landlord may suffer or incur in connection with Tenant’s possession, use
or misuse of the Premises, except Landlord’s act or negligence.


 


DANGEROUS MATERIALS: Tenant shall not keep or have on the Premises
any article or thing of dangerous, flammable, or explosive character that might substantially increase the danger of fire on the Premises,
or that might be considered hazardous by a responsible insurance company, unless the prior written consent of Landlord is obtained and
proof of adequate insurance protection is provided by Tenant to Landlord.


 


COMPLIANCE WITH REGULATIONS: Tenant shall promptly comply with
all laws, ordinances, requirements and regulations of the federal, state, county, municipal and other authorities, and the fire insurance
underwriters. However, Tenant shall not by this provision be required to make alterations to the exterior of the building or alterations
of a structural nature.


 


MECHANICS LIENS: Neither the Tenant nor
anyone claiming through the Tenant shall have the right to file mechanics liens or any other kind of lien on the Premises and the filing
of this Lease constitutes notice that such liens are invalid. Further, Tenant agrees to (1) give actual notice to any contractors, subcontractors
or suppliers of goods, labor, or services that such liens will not be valid, and (2) take whatever additional steps that are necessary
to keep the premises free of all liens resulting from construction done by nor for the Tenant.


 


DISPUTE RESOLUTION: The parties will attempt to resolve any
dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved
by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.


 


Any controversies or disputes arising out of or relating to this Agreement
will be submitted to mediation in accordance with any statutory rules of meditation. If mediation is not successful in resolving
the entire dispute or is unavailable, any outstanding issues will be submitted to final and
binding arbitration under the rules of the American Arbitration Association. The arbitrator’s award
will be final, and judgement may be entered upon it by any court having proper jurisdiction.


 


SUBORDINATION OF LEASE: This Lease is subordinate to any mortgage
that now exists, or may be given later by Landlord, with respect to the Premises.


 




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ASSIGNABILITY/SUBLETTING:
Tenant may not assign or sublease any interest in the Premises, nor effect a change in the majority ownership of the Tenant) from the
ownership existing at the inception of this lease), nor assign, mortgage or pledge this Lease, without the prior written consent of Landlord,
which shall not be unreasonably withheld.


 


NOTICE: Notices under this Lease shall not be deemed valid
unless given or served in writing and forwarded by mail, postage, prepaid, addressed as follows:


 


LANDLORD: 


 


Scientific Real Estate Holdings LLC


1210 W l3th St


Riviera Beach, FL 33404


 


TENANT:


 


Doctors Scientific Organica LLC


1210 W 13th St


Riviera Beach, FL 33404


 


Such addresses may be changed from time to time
by any party by providing notice as set forth above. Notices mailed in accordance with the above provisions shall be deemed received on
the third day after posting.


 


GOVERNING LAW: This Lease shall be construed in accordance
with the laws of the State of Florida.


 


ENTIRE AGREEMENT/AMENDMENT: This Lease
Agreement contains the entire agreement of the parties and there are no other promises, conditions, understandings or other agreements,
whether oral or written, relating to the subject matter of this Lease, This Lease may be modified or amended in writing, if the writing
is signed by the party obligated under the amendment.


 


SEVERABILITY: If any portion of this Lease
shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If
a court finds that any provision of this Lease is invalid or unenforceable, but that by limiting such provision, it would become valid
and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.


 


WAIVER: The failure of either party to
enforce any provisions of this Lease shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and
compel strict compliance with every provision of this Lease.


 


BINDING
EFFECT; The provisions of this Lease shall be binding upon and inure to the benefit of both parties and their respective legal representatives,
successors and assigns.


 



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	LANLORD:


                  Sicentific Real Estate Holdings LLC


	 
	 	 	 
	By:	/s/ Sasson Moulavi	Date: 09/01/2018
	 	Sasson Moulavi, Managing Member	 



 


	TENANT:

Doctors Scientific Organica LLC


	 
	 	 	 
	By:	/s/ Sasson Moulavi	Date: 09/01/2018
	 	Sasson Moulavi, CEO	 


 


 


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