Exhibit 10.5
LEASE AGREEMENT
2020 DAIRY ASHFORD PLAZA
BY AND BETWEEN
DAP PLAZA
("LANDLORD")
AND
TAX MASTERS, INC.
("TENANT")
Page
SEC. 1
LEASED PREMISES
1
SEC. 2
TERM:
SEC. 3
USE:
2
SEC. 4
SECURITY DEPOSIT:
2
SEC. 5
BASE RENT:
2
SEC. 6
ADDITIONAL RENT:
3
SEC. 7
SERVICE AND UTILITIES:
6
SEC. 8
MAINTENANCE, REPAIRS AND USE:
9
SEC. 9
QUIET ENJOYMENT:
10
SEC. 10
ALTERATIONS •
10
SEC. 11
FURNITURE, FIXTURES AND PERSONAL PROPERTY:
11
SEC. 12
SUBLETTING AND ASSIGNMENT:
12
SEC. 13
FIRE AND CASUALTY:
14
SEC. 14
CONDEMNATION:
15
SEC. 15
DEFAULT BY TENANT:
15
SEC. 16
REMEDIES OF LANDLORD:
16
SEC. 17
LIEN FOR RENT:
18
SEC. 18
LANDLORD'S DEFAULT
18
SEC. 19
TENANT'S REMEDIES:
19
SEC. 20
NON-WAIVER•
19
SEC. 21
LAWS AND REGULATIONS; RULES AND REGULATIONS.
19
SEC. 22
ASSIGNMENT BY LANDLORD; LIMITATION OF LANDLORD'S
LIABILITY:
19
SEC. 23
SEVERABILITY:
20
SEC. 24
SIGNS:
20
SEC. 25
SUCCESSORS AND ASSIGNS:
20
SEC. 26
SUBORDINATION:
20
SEC. 27
TAX PROTEST.
21
SEC. 28
HOLDING OVER:
21
SEC. 29
INDEPENDENT OBLIGATION TO PAY RENT:
21
SEC. 30
INDEMNITY; RELEASE AND WAIVER.
22
SEC. 31
INSURANCE:
23
SEC. 32
ENTIRE AGREEMENT:
23
SEC. 33
NOTICES:
23
SEC. 34
COMMENCEMENT DATE:
23
SEC. 35
RELOCATION OF TENANT:
23
SEC. 36
BROKERS:
24
SEC. 37
ESTOPPEL CERTIFICATES:
24
SEC. 38
NAME CHANGE:
24
SEC. 39
BANKRUPTCY:
24
SEC. 40
TELECOMMUNICATIONS PROVIDERS:
25
SEC. 41
HAZARDOUS SUBSTANCES:
25
i
SEC. 42
NO MONEY DAMAGES FOR FAILURE TO CONSENT; WAIVER OF CERTAIN DAMAGES:
26
SEC. 43
ACKNOWLEDGMENT OF NON-APPLICABILITY OF DTPA:
26
SEC. 44
ATTORNEYS' FEES:
27
SEC. 45
AUTHORITY OF TENANT:
27
SEC. 46
INABILITY TO PERFORM:
27
SEC. 47
JOINT AND SEVERAL TENANCY:
27
SEC. 48
EXECUTION OF THIS LEASE AGREEMENT:
27
SEC. 49
WAIVER OF TRIAL BY JURY; COUNTERCLAIM:
27
SEC. 50
CALCULATION OF TIME PERIODS
27
SEC. 51
ANTI-TERRORISM LAWS
27
SEC. 52
FINANCIAL STATEMENTS
28
SEC. 53
RENEWAL OPTION:
28
SEC. 54
RIGHT OF FIRST OFFER
29
SEC. 55
PURCHASE OPTION
30
SEC. 56
MEMORANDUM OF LEASE
30
SEC. 57
TENANT'S EXCLUSIVE USE
30
SEC. 58
BACK UP GENERATOR
31
SEC. 59
EXHIBITS
31
EXHIBITS:
EXHIBIT A - SITE PLAN
EXHIBIT B - LEGAL DESCRIPTION OF THE LAND
EXHIBIT C - PARKING AGREEMENT
EXHIBIT D - RULES AND REGULATIONS
EXHIBIT E - ACCEPTANCE OF PREMISES MEMORANDUM
EXHIBIT F - TENANT'S ESTOPPEL CERTIFICATE
EXHIBIT G - LEASEHOLD IMPROVEMENTS
EXHIBIT H - AIR CONDITIONING AND HEATING SERVICES
EXHIBIT I - INSURANCE REQUIREMENTS
EXHIBIT J - PURCHASE OPTION
EXHIBIT K - FORM OF SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
ii
LEASE AGREEMENT
Office Building
This Lease Agreement (this "Lease Agreement") is made and entered into as of the
date set forth on the signature page between DAP PLAZA, a California limited
partnership registered to do business in Texas as "DAP Plaza, Ltd.", hereinafter
referred to as "Landlord", and TAX MASTERS, INC., a Nevada corporation,
hereinafter referred to as "Tenant":
WITNESSETH:
SEC. I LEASED PREMISES In