EXHIBIT 10.31.1
THIS LEASE, dated the 26th day of May, 2006
Between XXXXXX XXXXXX & SON (000) 000-0000
X.X. Xxx X
000 Xxxxx Xxxxxx, Xxxxx #000
Xxx Xxxx, XX 00000
Parties herein referred to as the Landlord, and
BigString Corporation
0 Xxxxxxx Xx., Xxx. X
Xxx Xxxx, XX 00000
herein referred to as Tenant,
WITNESSETH: That the Landlord hereby demises and leases unto
the Tenant, and the Tenant hereby hires and takes from the
Landlord for the term and upon the rentals hereinafter
specified, the premises described as follows, situated in the
Boro of Red Bank, County of Monmouth and State of New Jersey
Premises Being known as Suite E, 2,556 square feet of office space on
the first floor of the southeast side, together with the use
in common with other tenants of lavatories, corridors and
elevators, in the building known as 0 Xxxxxxx Xxxx, Xxx Xxxx,
Xxx Xxxxxx.
Term The term of this demise shall be for One Year
Beginning June 1, 2006 and ending May 31, 2007.
The rent for the demised term shall be Forty Two Thousand One
Hundred Seventy Four Dollars and 00/100 ($42,174.00).
The said rent is to be payable monthly in advance on the first
day of each calendar month for the term hereof, in
installments as follows:
Payment of Rent 6/1/06 - 5/31/07 $3,515.00
at the office of Xxxxxx Xxxxxxxx & Son, X.X. Xxx X, Xxx Xxxx,
XX 00000 or as may be otherwise directed by Landlord in
writing.
THE ABOVE LETTING IS UPON THE FOLLOWING CONDITIONS: First. -
Peaceful The Landlord covenants that the Tenant on paying the said
Possession rental and performing the covenants and conditions in this
Lease contained, shall and may peaceably and quietly have,
hold and enjoy the demised premises for the term aforesaid.
Purpose Second. - The Tenant covenants and agrees to use the demised
premises as a
General Office
and agrees not to use or permit the premises to be used for
any other purpose without the prior written consent of the
landlord endorsed hereon.
Default in Third. - The Tenant shall, without any previous demand
Payment of therefore, pay to the Landlord, or its agent, the said rent at
Rent the times and in the manner above provided. In the event of
the non-payment of said rent, or any installment thereof, at
Abandonment the times and in the manner above provided, and if the same
Of Premises shall remain in default for ten days after becoming due, or if
the Tenant shall be dispossessed for non-payment of rent, or
Re-entry and if the leased premises shall be deserted or vacated, the
Reletting by Landlord or its agents shall have the right to any may enter
Landlord the said premises as the agent of the Tenant, either by force
or otherwise, without being liable for any prosecution or
damages therefore, and may relet the premises as the agent of
Tenant Liable the Tenant, and receive the rent therefore, upon such terms as
for Deficiency shall be satisfactory to the Landlord, and all rights of the
Tenant to repossess the premises under this lease shall be
Lien of forfeited. Such re-entry by the Landlord shall not operate to
Landlord to release the Tenant from any rent to be paid or covenants to be
Secure performed hereunder during the full term of this lease. For
the purpose of reletting, the Landlord shall be authorize to
make such repairs or alterations in or to the leased premises
Performance as may be necessary to place the same in good order and
Attorney's condition. The Tenant shall be liable to the Landlord for the
Fees cost of such repairs or alterations, and all expenses of such
reletting. If the sum realized or to be realized from the
reletting is insufficient to satisfy the monthly or term rent
provided in this lease, the Landlord, at its option, may
require the Tenant to pay such deficiency month by month, or
may hold the Tenant in advance for the entire deficiency to be
realized during the term of the reletting. The Tenant shall
not be entitled to any surplus accruing as a result of the
reletting. The Landlord is hereby granted a lien, in addition
to any statutory lien or right to distrain that may exist on
all personal property of the Tenant in or upon the demised
premises, to secure payment of the rent and performance of the
covenants and conditions of this lease. The Landlord shall
have the right as agent of the Tenant, to take possession of
any furniture, fixtures or other personal property of the
Tenant found in or about the premises, and sell the same at
public or private sale and to apply the proceeds thereof to
the payment of any monies becoming due under this lease, the
Tenant hereby waiving the benefit of all laws exempting
property from execution, levy and sale on distress or
judgment. The Tenant agrees to pay, as additional rent, all
attorney's fees and other expenses incurred by the Landlord in
enforcing any of the obligations under this lease.
Sub-letting and Fourth. - The Tenant shall not sub-let the demised premises
Assignment nor any portion thereof, nor shall this lease be assigned by
the Tenant without the prior written consent of the Landlord
endorsed hereon. If tenant needs to sublet, landlord must
first be consulted and any sub-let will be considered only at
current market rates. Administrative costs and brokerage
commission will be charged for re-letting by Landlord.
Conditions of Fifth. - The Tenant has examined the demised premises, and
Premises, accepts them in their present condition (except as otherwise
expressly provided herein) and without any representations on
the part of the Landlord or its agent as to the present or
future condition of said premises. The Tenant shall keep the
demised premises in good condition, and shall redecorate,
paint and renovate the said premises as may be necessary to
keep them in repair and good appearance. The Tenant shall quit
and surrender the premises at the end of the demised term in
as good condition as the reasonable use thereof will permit.
The Tenant shall not make any alterations, additions, or
Alterations improvements to said premises without the prior written
And consent of the Landlord. All erections, alterations, additions
Improvements and improvements, whether temporary or permanent in character,
which may be made upon the premises either by the Landlord or
the Tenant, except furniture or movable trade fixtures
installed at the expense of the Tenant, shall be the property
of the Landlord and shall remain upon and be surrendered with
the premises as part thereof at the termination of this Lease,
without compensation
2
Termination to the Tenant. The Tenant further agrees to keep said premises
Inflammable and all parts thereof in a clean and sanitary condition and
Materials free from trash, inflammable material and other objectionable
matter.
Mechanics' Sixth. - In the event that any mechanics' lien is filed
Liens against the premises as a result of alterations, additions or
improvements made by the Tenant, the Landlord, at its option,
after thirty days notice to Tenant, may terminate this lease
and may pay the said lien, without inquiring into the validity
thereof, and the Tenant shall forthwith reimburse the Landlord
the total expense incurred by the Landlord in discharging the
said lien, as additional rent hereunder.
Insurance Seventh. - Tenant shall obtain, pay for, and keep in effect,
for the benefit of the Landlord and the Tenant, Public
Liability Insurance on the Rental space. The insurance company
must be acceptable to the Landlord, provided Landlord shall
act reasonable in judging such company's acceptability. The
coverage must be at least the minimum amount of $1,000,000.00
under this Lease. Landlord shall be named as an additional
insured on such policy. All such policies shall state that the
insurance company cannot cancel or refuse to renew without at
least ten (10) days written notice to the Landlord. Tenant
shall deliver a certificate of insurance to the Landlord, with
proof of full payment of the first year's premium prior to
Landlord granting access to the premises to the Tenant. Tenant
shall deliver a renewal certificate of insurance to Landlord
not less than 15 days before the expiration date of each
policy. Landlord and Tenant shall each obtain their own
insurance for fire and other casualty as to that property in
which that party has an insurable interest.
Glass The Tenant agrees to replace at the Tenant's expense any and
all glass that may become broken in and on the demised
premises. Plate glass and mirrors, if any, shall be insured by
the Tenant at their full insurable value in a company
satisfactory to the Landlord.
Liability of Eighth. - The Landlord shall not be responsible for the loss
Landlord of or damage to property, or injury to persons, occurring in
or about the demised premises, by reason of an existing or
future condition, defect, matter or thing in said demised
premises or the property of which the premises are a part, or
for the acts, omissions or negligence of other persons or
tenants in and about the said property. The Tenant agrees to
indemnify and save the Landlord harmless from all claims and
liability for losses of or damage to property, or injuries to
persons occurring in or about the demised premises. The tenant
at his own expense shall supply a business liability insurance
certificate stating landlord as an additional insured to the
landlord, with minimum liability coverage in the amount of
$500,000.00. All policies shall state that the insurance
company cannot cancel or refuse to renew without at least 10
days written notice to the Landlord.
Services and Ninth. - Utilities and services furnished to the demised
Utilities premises for the benefit of the Tenant shall be provided and
paid for as follows: water by the Landlord; electricity by the
Tenant; heat by the Tenant; air conditioning by the Tenant;
hot water by the Landlord;
Tenants shall be responsible directly to the Landlord for
their share of the electrical usage from the Jersey Central
Power & Light Co. ("JCP&L") for Meter No. G64383070.
Supplemental individual usage meters are read by the landlord
each month in each suite the same day as JCP&L's meter is
read. From this reading, the Landlord calculates Tenant's
individual portion of the xxxx. JCP&L's meter is and shall
remain in the name of the Landlord and is understood to
service only suites A and E.
3
The Landlord shall not be liable for any interruption or delay
in any of the above services for any reason.
It is understood that the trash is picked up each evening from
a container provided by Landlord in designated area of parking
lot. Tenant shall deposit their office trash in said
container.
*See paragraph #29.
Right to Tenth. - The Landlord, or its agents, shall have the right to
Inspect and enter the demised premises at reasonable hours in the day or
Exhibit night, to examine the same, or to run telephone or other
wires, or to make such repairs, additions or alterations as it
shall deem necessary for the safety, preservation or
restoration of the improvements, or for the safety or
convenience of the occupants or users thereof (there being no
obligation, however, on the part of the Landlord or make any
such repairs, additions or alterations), or to exhibit the
same to prospective purchasers and put upon the premises a
suitable "For Sale" sign. For three months prior to the
expiration of the demised term, the Landlord or its agents,
may similarly exhibit the premises to prospective tenants, and
may place the usual "To Let" signs thereon.
Damage by Eleventh. - In the event of the destruction of the demised
Fire, Explosion premises or the building containing the said premises by fire,
the Elements explosion, the elements or otherwise during the term hereby
or Otherwise created, or previous thereto, or such partial destruction
thereof as to render the premises wholly untenantable or unfit
for occupancy, or shall the demised premises be so badly
injured that the same cannot be repaired within ninety days
from the happening of such injury, then and in such case the
term hereby created shall, at the option of the Landlord,
cease and become null and void from the date of such damaged
or destruction, and the Tenant shall immediately surrender
said premises and all the Tenant's interest therein to the
Landlord, and shall pay rent only to the time of such
surrender, in which event the Landlord may reenter and
re-possess the premises thus discharge from this lease and may
remove all parties therefrom. Should the demised premises be
rendered untenantable and unfit for occupancy, but yet be
repairable within ninety days from the happening of said
injury or while repairs are being made, but shall recommence
immediately after said repairs shall be completed. But if the
premises shall be so slightly injured as not to be rendered
untenantable and unfit for occupancy, then the Landlord agrees
to repair the same with reasonable promptness and in that case
the rent accrued and accruing shall not cease or determine.
The Tenant shall immediately notify the Landlord in case of
fire or other damage to the premises.
Observation Twelfth. - The Tenant agrees to observe and comply with all
Of Laws, laws, ordinances, rules and regulations of the Federal, State,
Ordinances, County and Municipal authorities applicable to the business to
Rules and to be conducted by the Tenant in the demised premises. The
Regulations Tenant agrees not to do or permit anything to be done in said
premises, or keep anything therein, which will increase the
rate of fire insurance premiums on the improvements or any
part thereof, or on property kept therein, or which will
obstruct or interfere with the rights of other tenants, or
conflict with the regulations of the Fire Department or with
any insurance policy upon said improvements or any part
thereof. In the event of any increase in insurance premiums
resulting from the Tenant's occupancy of the premises, or from
any act or omission on the part of the Tenant, the Tenant
agrees to pay said increase in insurance premiums on the
improvements or contents thereof as additional rent.
4
Signs Thirteenth. - No sign, advertisement or notice shall be
affixed to or placed upon any part of the demised premises by
the Tenant, except in such manner, and of such size, design
and color as shall be approved in advance in writing by the
Landlord.
Subordination Fourteenth. - This lease is subject and is hereby subordinated
of Mortgages to all present and future mortgages, deeds of trust or other
and Deeds encumbrances affecting the demised premises or the property of
of Trust which the premises are a part. The Tenant agrees to execute,
at no expense to the Landlord, any instrument which may be
deemed necessary or desirable by the Landlord to further
effect the subordination of this lease to any such mortgage,
deed or trust encumbrance.
Sale of Fifteenth. - In event of the sale by the Landlord of the
Premises demised premises, or the property of which said premises are a
part, the Landlord or the purchaser may terminate this lease
on the thirtieth day of April in any year upon giving the
Tenant notice of such termination prior to the first day of
January in the same year.
Rules and Sixteenth. - The rules and regulations regarding the demised
Regulations of premises, affixed to this lease, if any, as well as any other
Landlord further reasonable rules and regulations which shall be made
by the Landlord, shall be observed by the Tenant and by the
Tenant's employees, agents and customers. The Landlord
reserves the right to rescind any presently existing rules
applicable to the demised premises, and to make such other and
further reasonable rules and regulations as, in its judgment,
may from time to time be desirable for the safety, care and
cleanliness of the premises, and for the preservation of good
order therein, which rules, when so made and notice thereof
given to the Tenant, shall have the same force and effect as
if originally made a part of this lease. Such other and
further rules shall not, however, be inconsistent with the
proper and rightful enjoyment by the Tenant of the demised
premises.
Violation of Seventeenth. - In case of violation by the Tenant of any of
Covenants, the covenants, agreements and conditions of this lease, or of
Lease, the rules Forfeiture of and regulations now or hereafter to be
Re-entry of reasonably established by the Landlord, and upon failure to
Landlord discontinue such violation within ten days after notice
thereof given to the Tenant, this lease shall thenceforce, at
the option of the Landlord, become null and void, and the
Landlord may re-enter without further notice of demand. The
rent in such case shall become due, be apportioned and paid on
and up to the date of such re-entry, and the Tenant shall be
liable for all loss or damage resulting from such violation as
aforesaid. No waiver by the Landlord of any violation or
breach of condition by the Tenant shall constitute or be
construed as a waiver of any other violation or breach of
condition, nor shall lapse of time after breach of condition
Non-waiver or by the Tenant before the Landlord shall exercise its option
Breach under this paragraph operate to defeat the right of the
Landlord to declare this lease null and void and to re-enter
upon the demised premises after the said breach or violation.
Notices Eighteenth. - All notices and demands, legal or otherwise,
incidental to this lease, or the occupation of the demised
premises, shall be in writing. If the Landlord or its agent
desires to give or serve upon the Tenant any notice or demand,
it shall be sufficient to send a copy thereof by registered
mail, addressed to the Tenant at the demised premises, or to
lease a copy thereof with a person of suitable age found on
the premises, or to pose a copy thereof upon the door to said
premises. Notices from the Tenant to the Landlord shall be
sent by registered mail or delivered to the Landlord at the
place hereinbefore designated for the payment of rent, or to
such party or place as the Landlord may from time to time
designate in writing.
5
Bankruptcy, Nineteenth. - It is further agreed that if at any time during
Insolvency, the term of this lease the Tenant shall make any assignment
Assignment for for the benefit of creditors, or be decreed insolvent or
Benefit of bankrupt according to law, or if a receiver shall be appointed
Creditors for the Tenant, then the Landlord may, at its option,
terminate this lease, exercise of such option to be evidenced
by notice to that effect served upon the assignee, receiver,
trustee or other person in charge of the liquidation of the
property of the Tenant or the Tenant's estate, but such
termination shall not release or discharge any payment of rent
payable hereunder and then accrued, or any liability then
accrued by reason of any agreement or covenant herein
contained on the part of the Tenant, or the Tenant's legal
representatives.
Holding over Twentieth. - In the event that the Tenant shall remain in the
by Tenant demised premises after the expiration of the term of this
lease without having executed a new written lease with the
Landlord, such holding over shall not constitute a renewal or
extension of this lease. The Landlord may, at its option,
elect to treat the Tenant as one who has not removed at the
end of his term, and thereupon be entitled to all the remedies
against the Tenant provided by law in that situation, or the
Landlord may elect, at its option, to construe such holding
over as a tenancy from month to month, subject to all the
terms and conditions of this lease, except as to duration
thereof, and in that event the Tenant shall pay monthly rent
in advance at the rate of $7,030.00 per month.
Eminent Twenty-first. - If the property or any part thereof wherein
Domain, the demised premises are located shall be taken by public or
Condemnation quasi-public authority under any power of eminent domain or
condemnation, this lease, at the option of the Landlord, shall
forthwith terminate and the Tenant shall have no claim or
interest in or to any award of damages for such taking.
Security Twenty-second. - The Tenant has this day deposited with the
Landlord the sum of $5,272.50 as security for the full and
faithful performance by the Tenant of all the terms, covenants
and conditions of this lease upon the Tenant's part to be
performed, which said sum shall be returned to the Tenant
after the time fixed as the expiration of the term herein,
provided the Tenant has fully and faithfully carried out all
the said terms, covenants and conditions on Tenant's part to
be performed. In the event of a bona fide sale, subject to
this lease, the Landlord shall have the right to transfer the
security to the vendor for the benefit of the Tenant and the
Landlord shall be considered released by the Tenant from all
liability for the return of such security, and the Tenant
agrees to look to the new Landlord solely for the return of
said security, and it is agreed that this shall apply to every
transfer or assignment made of the security to a new Landlord.
The security deposited under this lease shall not be
mortgaged, assigned or encumbered by the Tenant without the
written consent of the Landlord. No portion of the security
deposit, deposited here under $5,272.50 may be applied by
tenant against any rental obligation due here under.
Arbitration Twenty-third. - Any dispute arising under this lease shall be
settled by arbitration. Then Landlord and Tenant shall each
choose an arbitrator and the two arbitrators thus chosen shall
select a third arbitrator. The findings and award of the three
arbitrators thus chosen shall be final and binding on the
parties hereto.
Delivery Twenty-fourth. - No rights are to be conferred upon the Tenant
of Lease until this lease has been signed by the Landlord, and an
executed copy of the lease has been delivered to the Tenant.
6
Lease Twenty-fifth. - The foregoing rights and remedies are not
Provisions intended to be exclusive but additional to all rights and
Not Exclusive remedies the Landlord would otherwise have by law.
Leasing Twenty-sixth. - All of the terms, covenants and conditions of
Binding On this lease shall inure to the benefit of and be binding upon
Heirs, the respective heirs, executors, administrators, successors
Successors, and assigns of the parties hereto. However, in the event of
Etc. the death of the Tenant, if an individual, the Landlord may,
at its option, terminate this lease by notifying the executor
or administrator of the Tenant at the demised premises.
Tenant Twenty-seventh. - This lease and the obligations of Tenant to
Obligation pay rent hereunder and perform all of the other covenants and
agreements hereunder on part of Tenant to be performed shall
in nowise be affected, impaired or excused because Landlord is
unable to supply or is delayed in supplying any service
expressly or implied to be supplied or is unable to make, or
is delayed in making any repairs, additions, alterations or
decorations or is unable to supply or is delayed in supplying
any equipment or fixtures if Landlord is prevented or delayed
from so doing by reason of governmental preemption in
connection with the National Emergency declared by the
President of the United States or in connection with any rule,
order or regulation of any department or subdivision thereof
of any governmental agency or by reason of the conditions of
supply and demand which have been or are affected by the war.
No Oral Twenty-eighth. - This instrument may not be changed orally.
Changes
Trash Twenty-ninth. - It is understood that Tenant shall comply with
and Recycle the trash and recycling program as outlined and enforced by
the Boro of Red Bank and by the Landlord. It is understood
that trash is picked up each evening by the Borough of Red
Bank from a deposit container provided by Landlord in
designated area of parking lot. Tenant shall deposit his
office trash in said container.
Late Payment Thirtieth. - In every case in which Tenant is required by the
terms of this lease to pay Landlord a sum of money and payment
is not made within ten (10) days after the same becomes due, a
penalty of 5% shall be paid as additional rent along with the
sum of money owed. Interest on Late Payment - If any sum of
money is not paid within 30 days, interest shall also be
payable from the first due date at the rate of (18%) per annum
calculated on a per diem basis until paid. However, if the
amount of interest payable to the foregoing exceeds the
maximum rate allowed by law, then interest on said unpaid sums
shall accrue at the maximum rate allowed by law. Landlord may
at its option, cause such late charge to be added to and
become a part of the next succeeding monthly installments of
fixed rent to be made pursuant here to. Any payment made shall
1st be applied to late fees, interest and other charges then
to current rents.
Chair Pads Thirty-first. - Chair desk pads must be used on the carpet
under all rolling type chairs to preserve carpets.
Bulb Thirty-second. - Tenant shall be responsible for the cost of
Replacement replacement of all standard lamps and bulbs and all ballast
used by tenant in the Demised Premises. The building
management does not provide such service and tenant will be
billed appropriately when service is used.
7
Smoke-Free Thirty-third. - This building is a SMOKE FREE building. All
Building Tenants are required to comply.
Parking Thirty-fourth. - It is understood that 4 parking spaces shall
be made available for Tenant in the 3 Xxxxxxx Xx./Xxxxxx St.
parking lot and her employees on an "as available" basis in
the lot known as 000 Xxxxx Xxxxxx, Xxx Xxxx, only.
Lock Charges Thirty-fifth. - Landlord shall have a key for access to the
entire subject premises at all times. Landlord may enter the
premises at all times. If Tenant changes locks, the new keys
must be keyed to the Landlord's master key.
Notification At Thirty-sixth. - Tenant shall notify Landlord 4 months (2/1/07)
End Of Lease prior to expiration of this Lease if he intends to vacate
Term premises at the expiration of this Lease.
Signatures The landlord and the tenant agree to the terms of this Lease
by signing below. If a party is a corporation, this Lease is
signed by its proper corporate officers and its corporate seal
is affixed.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day
and year aforesaid.
Xxxxxx Xxxxxx & Son
Landlord
Witness:
/s/ Xxxxx X. Xxxxx
--------------------------------- ------------------------------------
As to Landlord Xxxxx X. Xxxxx
Managing General Partner
Tenant
/s/ Xxxxx Xxxxx
--------------------------------- ------------------------------------
As to Tenant Xxxxx Xxxxx
Chief Executive Officer
XxxXxxxxx.xxx
8
GUARANTY
In consideration of the execution of the within lease by the Landlord, at the
request of the undersigned and in reliance of this guaranty, the undersigned
hereby guarantees unto the Landlord, its successors and assigns, the prompt
payment of all rent and the performance of all of the terms, covenants and
conditions provided in said lease, hereby waiving all notice of default, and
consenting to any extensions of time or changes in the manner of payment or
performance of any of the terms and conditions of the said lease the Landlord
may grant the Tenant, and further consenting to the assignment and the
successive assignments of the said lease, and any modifications thereof,
including the sub-letting and changing of the use of the demised premises, all
without notice to the undersigned. The undersigned agrees to pay the Landlord
all expenses incurred in enforcing the obligations of the Tenant under the
within lease and in enforcing this guaranty.
Witness:
----------------------------- -----------------------------
Xxxxx Xxxxx
----------------------------- -----------------------------
Date:
---------------------------------
ASSIGNMENT AND ACCEPTANCE OF ASSIGNMENT
For value received, the undersigned Tenant hereby assigns all of said Tenant's
right, title and interest in and to the within lease from and after unto Heirs,
successors, and assigns, the demised premises to be used and occupied for and
for no other purpose, it being expressly agreed that this assignment shall not
in any manner relieve the undersigned assignor from liability upon any of the
covenant of this lease.
Witness: (SEAL)
----------------------------- -----------------------------
(SEAL)
----------------------------- -----------------------------
Date:
---------------------------------
In consideration of the above assignment and the written consent of the Landlord
thereto, the undersigned assignee, hereby assumes and agrees from and after to
make all payments and to perform all covenants and conditions provided in the
within lease by the Tenant therein to be made and performed.
Witness: (SEAL)
----------------------------- -----------------------------
(SEAL)
----------------------------- -----------------------------
Date:
---------------------------------
9
CONSENT TO ASSIGNMENT
The undersigned Landlord hereby consents to the assignment of the within lease
to
on the Express conditions that the original
Tenant , the assignor, herein, shall remain liable for the prompt payment of the
rent and the performance of the covenants provided in the said lease by the
Tenant to be made and performed, and that no further assignment of said lease or
sub-letting of any part of the premises thereby demised shall be made without
the prior written consent of the undersigned Landlord.
----------------------------------
Landlord
Date: By:
----------------------------- -----------------------------
10
