Exhibit 10.4
LEASE AGREEMENT
(GROSS WITH ESCALATIONS)
THIS LEASE AGREEMENT, dated the 5th day of May, 2005 entered into by and
between Memshalah Realty, a Texas Limited Partnership ( "Landlord" ), by
Dalfen Dominion Property Corp., a Texas Corporation as its sole General
Partner, with its principal offices at 0000 Xxx-Xxxxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxxx, Xxxxxx, Xxxxxx, X0X 0X0, and Venture Pacific Group, Inc., a Texas
Corporation ("Tenant"), with its principal offices at 00000 Xxxxxxx Xxxx,
Xxxxx 0000, Xxxxxx, XX 00000.
1. LEASE PROVISIONS
A. DESCRIPTION OF PREMISES
Suite Number(s): 1280
Project Name: Xxxxxxxx Xxxxx
Xxxxxx: Xxxxxx Xxxxxx xxx Xxxxxx Xxxxxx
Xxxx: Xxxxxx
Xxxxx/Xxx: Xxxxx, 00000
B. LEASED AREA OF PREMISES
Rentable Area of the Premises stipulated to be 2,283 square feet.
Rentable Area of the Building currently stipulated to be 318,695
square feet.
Tenant's Share currently stipulated to be: 0.72% (percent)
C. LEASE TERMS
Initial Lease Term (Months): 36
Lease Commencement Date: August 1, 2005 or upon substantial
completion of Landlord's work and completion of any Fixturing
Period, whichever is earlier.
Deferred Free Rent Period: From N/A to N/A = $_________ Per Month
Fixturing Period: From June 1, 2005 to July 31, 2005
Expiration Date: July 31, 2008
D. RENT
D.1
Monthly Base Rent for first 12 months: $3,519.63
Monthly Increase in Operating Expenses (Estimated): N/A
Monthly Utility Fee (Estimated): $332.94
Monthly Janitorial Services (Estimated): N/A
Monthly Parking Cost (# of spaces x $ per month + 8.25% sales tax /
___% surcharge): N/A
Total Monthly Rent (Estimated): $3,852.57
D.2
Monthly Base Rent Commencing August 1, 2005
to ending July 31, 2006: $3,519.63
Monthly Base Rent Commencing August 1, 2006
to ending July 31, 2007: $3,614.75
Monthly Base Rent Commencing August 1, 2007
to ending July 31, 2008: $3,709.88
Amount of Prepaid Rent: $3,852.57
Prepaid Rent to be applied to month one (1) of the Term.
Supplementary Utility Fee: $35.00 per hour, subject to increase for
increases in utility charges to Landlord.
D.3
Yearly Percentage Rent: N/A % of Annual Sales.
E. DEPOSITS
Security Deposit: $3,852.57
Sign Deposit/Cost: N/A
F. PAYMENTS
Landlord: Memshalah Realty
Address: Bank of America
Post Office Box 552040
City/State/Zip: Xxxxx, XX 00000-0000
G. NOTICES
Tenant: Venture Pacific Group, Inc.
Address: 00000 Xxxxxxx Xxxx, Xxxxx 0000
Xxxx/Xxxxx/Xxx: Xxxxxx, XX 00000
Copy to:
Address:
City/State/Zip:
Landlord: Memshalah Realty
Address: 4444 Ste Xxxxxxxxx Street, West, Suite 100
City/State/Zip: Xxxxxxxx, Xxxxxx, Xxxxxx, X0X 0X0
Copy to: Suite 000, Xxxxxxxx Xxxxx
Address: 00000 Xxxxxxx Xxxxxx
Xxxx/Xxxxx/Xxx: Xxxxxx, Xxxxx, 00000
H. BROKER
Landlord's: Name: Peloton Real Estate Partners
Address: 0000 Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxx/Xxxxx/Xxx: Xxxxxx, XX 00000
Tenant's: Name: Stream Realty
Address: 0000 Xxxx, Xxxxx 0000
Xxxx/Xxxxx/Xxx: Xxxxxx, XX 00000
I. GUARANTOR(S): As per Exhibit 'F' Xx. Xxx Xxxxxx
J. CERTAIN DEFINITIONS
Lease: means this Lease and all Exhibits and Schedules
attached hereto.
Landlord: means Memshalah Realty, a Texas Limited Partnership
represented by Dalfen Dominion Property Corp., a Texas
Corporation as its General Partner and shall include when
applicable its assignees, successors and transferees.
Tenant: means Venture Pacific Group, Inc. a Texas Corporation
represented by Xx. Xxx Xxxxxx its C.E.O. and shall include
its assignees, successors, transferees and sublessees.
Guarantor: means Xx. Xxx Xxxxxx personally for the Cash Allowance
in the amount of $10,273.50 if Tenant defaults on this Lease
Agreement. The Personal Guaranty will be for the period of
time limited to the first 7 months of the Term.
Project: means the Building known as Dominion Plaza East and
located at 00000 Xxxxxxx Xxxx, Xxxxxx Xxxxx and the Building
known as Dominion Plaza West located at 00000 Xxxxxxx Xxxx,
and all parking and other common areas on the land described
on Exhibit B.
Building: means the building improvements located at 00000 Xxxxxxx
Xxxx or 00000 Xxxxxxx Xxxx and any improvements, equipment,
furnishings and appurtenances thereto located on the
Project.
Common
Areas: means all areas, roof membrane, improvements, space or
equipment, (owned or controlled by Landlord) in or at the
Project, provided by Landlord for the common or joint use
and benefit of tenants and invitees.
Rent: means all sums listed in Clause 1(D) and as they may be
adjusted from time to time plus any and all other sums due
under this Lease and which begin on the Lease Commencement
Date.
(i) Lease Commencement Date is described in Clause 1(C) and
Exhibit E "Lease Commencement Date Certificate".
Term: means the Initial Lease Term described in Clause (C) plus
any Renewal Terms described in Clause 26.
(i) Initial Lease Term means the first 36 month period after
the Lease Commencement Date.
(ii) Renewal Terms means the next 60 month period after the
completion of the Initial Term or prior Renewal Term
whichever is applicable.
(iii) Lease Year means the successive twelve (12) month
period beginning with the Lease Commencement Date and
every successive twelve (12) month period thereafter and
will include any partial month at beginning of term.
Base Year: means the calendar year 2005.
Consumer Price Index (C.P.I.): means the Bureau of Labor Statistics
for all Urban Consumers with 1982-1984 as the base
of 100 for changes in prices over the prices for
the full month immediately preceding the Lease
Commencement Date paid by Urban Consumers for
goods and services.
Substantial Completion: means when Landlord has determined that
the Landlord's Work is sufficiently complete, in
accordance with plans and specifications that the
Landlord may use, subject to minor items that remain
of a punch list nature, and a Temporary Certificate
of Occupancy or Certificate of Occupancy has been
issued by the governing authority.
Fixturing Period: means the period, if permitted by Landlord,
when Tenant takes possession of the Premises
beginning after Substantial Completion but prior to
the Lease Commencement Date so Tenant may proceed
with completion of its decorations, Tenant's Work and
the installation of any equipment needed for his
business.
Expiration Date: is described in Clause 1(C) and Exhibit E "Lease
Commencement Date Certificate" and is extended to
the completion of any Renewal Term.
2. PREMISES: Landlord leases to Tenant and Tenant takes from Landlord the
premises ('Premises') shown on Exhibit A and described in Clause 1, to be
used exclusively by Tenant, in the Building at the Project located at the
address stated in Clause 1A under the terms and conditions contained in this
Lease.
3 COMMON AREAS: Landlord may add to or reduce or otherwise modify Common
Areas at any time. Landlord shall have the right at all times to alter,
renovate and repair portions of the Building and the Common Areas which do
not include the Premises, notwithstanding any temporary inconvenience or
disturbance caused to Tenant.
4. TERM AND POSSESSION: The Term shall begin on the Commencement Date and
end on the last day of the Term unless expressly modified under other
provisions in this Lease. Tenant shall sign the Exhibit "E" within 5
business days of receipt from Landlord.
Landlord agrees to Substantial Completion of Landlord's Work on or before
Lease Commencement Date, subject to causes or events beyond the reasonable
control of Landlord ('Unforeseen Causes'). Should there be a delay; Tenant
agrees to accept possession of the Premises within ten (10) days after
receipt of written notice by Landlord of Substantial Completion. The Lease
Commencement Date, shall be the first day of the calendar month immediately
following the date of Substantial Completion, and the last day of the Term
shall be changed to maintain the Lease Term in Clause 1(C). If the Lease
Commencement Date is not the first day of the month, then rent shall be
prorated on a per diem basis.
If Tenant takes possession during the Fixturing Period all terms and
conditions of the Lease shall be in full force and effect except the
obligation to pay Rent.
5. USE: Tenant shall use the Premises only for administrative purposes
and as general office and shall not use or permit such use in any manner
which: (a) is unlawful; (b) may be dangerous; (c) may invalidate or increase
the cost of any insurance policy held by Landlord affecting the Project; (d)
may create a nuisance, disturb other tenants of the Project or the occupants
of neighboring property or injure the reputation of the Project; (e)
violates the "Rules and Regulations" of the Project, Exhibit D, which are
subject to change; (f) creates any restriction, covenant or encumbrance of
record affecting the Project.
Upon taking possession of the Premises, it shall be conclusive evidence (a)
that Tenant has inspected the Premises (and has sufficient knowledge and
expertise to make such inspection or has caused the Premises to be inspected
on its behalf by one or more persons with such knowledge and expertise), (b)
that Tenant has accepted the Premises in "AS IS" condition on such date,
suitable for the purposes herein intended, (c) that Tenant, to the extent
permitted by applicable law, has waived any warranty, express or implied,
as to the habitability, suitability, quality, condition or fitness of the
Premises or Building, and (d) that the physical condition of the Premises
comply fully with Landlord's covenants and obligations under the Lease
with respect to any construction of leasehold improvements that was the
responsibility of Landlord under the Lease, except for any punch list items
agreed to in writing by Landlord and Tenant with respect to any such
construction.
During the Term, Tenant shall continuously operate its business and shall
not vacate nor abandon the Premises
6. RENT AND SALES/USE TAX: Rent shall commence on the Lease Commencement
Date. Rent is due in advance on the first day of each calendar month of the
Term and will be delinquent on the sixth day of the calendar month. Rent
shall be paid without notice or demand and without any deduction. Tenant
agrees to pay to Landlord all Rent at the address specified in Clause 1(F),
or at any other place designated in writing by Landlord. Rent for any
partial month shall be prorated. Tenant's obligation to pay Rent shall be
independent of every other covenant or obligation under the Lease. All
delinquent Rent shall bear interest the lesser of 18% per year, or the
highest rate allowed by law, from the delinquent date until paid, plus
Tenant shall pay a late payment service charge of $100.00, for each month
for which payment of Rent is not received by Landlord before the delinquent
date. Tenant shall pay a charge equal to $75.00 for each returned check.
In addition to the Rent, Tenant shall pay to Landlord any sales, use, or
other tax, excluding Federal or State income taxes, now or hereafter imposed
upon Rent due to Landlord under this Lease.
Subject to Clause D.2, Monthly Base Rent for each successive Lease Year
subsequent to the First Lease Year shall be increased by the greater of 5%
or C.P.I. over the previous twelve months. In no event shall the Monthly
Base Rent be less than the Monthly Rent of the previous month.
7. OPERATING EXPENSES AND REAL ESTATE TAXES:
7.1 GENERAL:
In addition to Monthly Base Rent, beginning on the Commencement Date,
Tenant will pay Tenant's Share of the Increase in Operating Expenses over
the Base Year;
(a) As used in this Lease, the term "Increase in Operating Expenses"
means, without limiting the generality of the following, Tenant's Share of
the increase in aggregate over the Base Year for the Project of:
(i) the total actual annual charges of Landlord for the
operation, management, maintenance, repair, and administration of the
Project, including but not limited to Landlord's charges for
replacements, additions, alterations and improvements, fixtures and
equipment, security policing, supervising, sprinklering, lighting,
heating, air conditioning, ventilating, plumbing drainage, servicing,
re-paving, resurfacing, sealing, striping, landscaping, reserves for
replacements, as well as accounting, audit, management, professional
and legal fees and all other additional charges, all as the foregoing
relate or are allocated to the Project, together, when applicable, with
depreciation and/or amortization with interest hereinafter called
("Controllable Operation Expenses").; and
(ii) real estate taxes, and assessments (ad valorem, non ad
valorem and charges in substitution thereof) liability, property and
other types of insurance, utilities, utility deposits, fuel and garbage
removal hereinafter called ("Uncontrollable Operating Expenses").
(b) Landlord shall not charge Tenant for the following costs: repairs
to the roof deck, joists, columns, load bearing walls, foundations;
improvements made or any costs related to the premises of another tenant;
income taxes personal to Landlord; expenses for repair, replacements and
general maintenance of portions of the Building which are paid by proceeds
of insurance or by Tenant or other third parties; leasing commissions;
ground rent in connection with its lease of the land on which the Building
is situated; or expansion of the Project.
7.2 ESTIMATED PAYMENTS: Tenant will pay to Landlord in advance on the
first day of each month during the Term, one-twelfth (1/12) of Tenant's
Share of Estimated Increase in Operating Expenses over the Base Year charged
during the subject calendar year or partial calendar year (the "Estimated
Increase in Operating Expenses"). The Estimated Increase in Operating
Expenses are subject to revision according to the further provisions of this
Clause 7.2 and Clause 7.3. As soon after December as practicable, Landlord
will give Tenant written notice of Landlord's reasonable estimate of the
amounts payable under Clause 7.1 for the ensuing calendar year. On or
before the first day of each month during the ensuing calendar year, Tenant
will pay to Landlord in advance one-twelfth (1/12) of such estimated
amount; however, if such notice is not given, Tenant will continue to pay on
the basis of the prior year's estimate until the month after such notice is
given. In the month Tenant first pays Landlord's new estimate, Tenant will
pay to Landlord the difference between the new estimate and the amount
payable under the prior year's estimate for each month which has elapsed
since December. If at any time or times it reasonably appears to Landlord
that the amount payable under Clause 7.1 for the current calendar year will
vary from Landlord's estimate, Landlord may, by written notice to Tenant,
revise Landlord's estimate for such year, and subsequent payments by Tenant
for such year will be based upon Landlord's revised estimate.
7.3 ANNUAL SETTLEMENT: For each calendar year, Landlord will deliver to
Tenant a statement of amounts payable under Clause 7.1. Such statement will
be final and binding upon Tenant unless Tenant objects in writing to
Landlord within thirty (30) days after the statement is given to Tenant,
provided Tenant is not in default. If such statement shows an amount owing
by Tenant that is less than the estimated payments previously made by Tenant
for such calendar year, the excess will be refunded by Landlord. If such
statement shows an amount owing by Tenant that is more than the estimated
payments previously made by Tenant for such calendar year, Tenant will pay
the deficiency to Landlord within thirty (30) days after the delivery of
such statement.
7.4 CALCULATION OF CHARGES: Landlord and Tenant agree that each
provision of this Lease for determining charges and amounts payable by
Tenant, including provisions related to the reconciliation of Tenant's Share
of Operating Expenses, as set forth in this Article 7, is commercially
reasonable and, as to each such charge or amount, constitutes a statement of
the amount of the charge or a method by which the charge is to be computed
for purposes of Section 93.012 of the Texas Property Code.
8. RULES AND REGULATIONS: Tenant agrees for itself and for its employees,
agents, and invitees to comply with the "Rules and Regulations" of the
Project as outlined in Exhibit D.
9. SIGNS: Tenant shall place no signs or advertising matter on the
exterior or interior of the Building or at any other location on the Project
other than within the Premises and only visible therein, without the
Landlord's prior written consent. Tenant must abide by the Sign Exhibit
"G" for the installation of any signs approved by Landlord.
10. SERVICES: Landlord shall provide, at Landlord's expense and
according to its customary standards excluding legal and nationally
recognized holidays: (a) water for regular building fixtures; (b)
electricity for normal business usage excluding any special uses such as
computer rooms; (c) heating and cooling (HVAC) of the Premises Monday
through Friday, 8:00 a.m. to 6:00 p.m., 9:00 a.m. to 1:00 p.m. on Saturday
(Normal Business Hours), HVAC and/or utilities may be provided at other
times, at the sole cost and expense of Tenant, according to the
Supplementary Utility Fee provided in Clause 1D; (d) janitorial services
provided five (5) days per week.
Landlord shall not be liable for damages for failure to furnish any service
in a timely manner due to any Unforeseen Causes. Any failure or delay shall
not be considered a constructive or other eviction or disturbance of
Tenant's quiet enjoyment, use or possession of the Premises nor will it
permit an abatement of rent, unless such cessation of services continues for
over five (5) business days and is within Landlord's control at which time
rents shall xxxxx until building services are restored.
11. UTILITIES: Landlord will pay all utility deposits and fees and all
monthly service charges for water, electricity, sewage, oil and gas,
furnished to the Premises and the Project during the Term of this Lease.
Since such services are not separately metered or billed to Tenant but
rather are billed to and paid by Landlord, Tenant will pay to Landlord,
Tenant's portion of the cost of such services in accordance with the
proportion that the Premises bear to the total area serviced by said meters,
or alternatively it shall be apportioned based on Tenant's use (during
normal business hours) reasonably estimated by Landlord. Failure by Tenant
to pay utility charges promptly as provided in this Lease will result in
Landlord suspending the service. Tenant will pay directly to related
companies for all telecommunications and any other utility service required
for the operation for its business. Landlord shall not be liable for any
interruption, surge, stoppage, or any other failure of the quality of
utilities serving the Premises whether caused by the negligence of Landlord,
its agents, employees, contractors or otherwise.
12. ALTERATIONS/TENANT'S REPAIRS: Tenant accepts the Premises as being in
good state of repair and condition, and Tenant shall maintain the Premises
in a good repair and condition, reasonable use, wear and tear excepted.
Subject to Exhibit C, herein enclosed, Tenant shall not make any
alterations, additions or improvements to the Premises even if they are in
accordance with all laws and government regulations, without Landlord's
prior written consent and shall permit no lien against the Project arising
out of work performed by or on behalf of Tenant. Tenant shall obtain all
necessary permits before commencing Tenant's Work and shall do the Tenant's
Work in accordance with all applicable laws and governmental regulations.
13. RIGHT OF ENTRY:
(a) Landlord and its agents shall have the right, at all
reasonable times during the Term, to enter and inspect the Premises during
normal business hours, with reasonable notice, and to make repairs and
alterations, as Landlord deems necessary, with reasonable notice, except in
cases of an apparent emergency. In such emergency cases, no notice shall be
required.
(b) Landlord has the right, with reasonable notice, to show the
Premises to prospective purchasers, lenders, tenants and/or brokers and post
"for lease" signs within or outside the Premises during the last 9 months of
the Term.
14. DESTRUCTION OF PREMISES: If a fire or any other casualty ("Casualty")
which damages the Premises or the Building occurs and materially affects the
use of the Premises, Landlord shall determine whether the Premises are
rendered substantially untenantable and make an initial estimate of the time
needed to complete necessary repairs to the Building and Premises. Within
thirty (30) business days after the Casualty, Landlord shall notify Tenant
in writing of Landlord's determinations ("Landlord's Notice") as follows:
(a) If Landlord's Notice states that the Premises has been rendered
substantially untenantable by the Casualty and Landlord's initial estimate
of the time needed for repair exceeds one hundred and twenty (120) days,
Landlord or Tenant may, by written notice, terminate this Lease as of the
date of the Casualty. Written notice of Landlord's or Tenant's election to
terminate the Lease pursuant to 14(a) and 14(c) will be given by the
thirtieth (30th) business day after the date of the Casualty. If Landlord's
Notice states that the Premises have been rendered substantially
untenantable by the Casualty but Landlord's initial estimate of the time
needed for repair is one hundred and twenty (120) days or less, Landlord may
at its option proceed with the restoration of the Premises and Building as
set forth in 14(d) below, and this Lease shall remain in full force and
effect. If the work is not completed within one hundred and twenty (120)
days, Tenant, within three (3) days thereafter, may terminate this Lease as
of the date of the Casualty by providing written notice to Landlord.
(b) If Landlord's Notice pursuant to its Architect's report states
that the Premises are still substantially tenantable after the Casualty,
then neither Landlord nor Tenant shall have the right to terminate this
Lease.
(c) Either party may terminate this Lease if the Casualty occurs
within the last 6 months of the Term or Landlord's estimate of the time
needed to repair the damage caused by the Casualty exceeds more than 20% of
the then remaining Term.
(d) Unless the Lease is terminated, Landlord will repair the Premises
and Building (other than leasehold improvements installed by Tenant and
Tenant's personal property) to substantially the same condition as existed
immediately prior to the Casualty. Tenant shall relocate, at Tenant's
expense, all personal property from the Premises prior to and during the
repairs.
(e) If the Premises are damaged by Casualty and the Lease is not
terminated, the Rent shall xxxxx for that part of the Premises which have
been rendered untenantable and not occupied by Tenant on a per diem and
proportionate area basis from the date of the Casualty until the date which
Landlord has Substantially Completed the required work. If Landlord makes
other space available to Tenant, Rent for the substitute premises shall be
payable on an equitable basis as reasonably determined by Landlord.
15. CONDEMNATION: If all or part of the Project is taken or condemned by
any authority for any public use or purpose (including a deed given in lieu
of condemnation), which renders the Building or the Premises not suitable
for its intended purpose in Landlord's reasonable opinion, this Lease shall
terminate as of the date title vests in such authority, and the Rent shall
be apportioned as of such date. Otherwise, this Lease shall continue in
full force and effect, except, the Rent shall xxxxx for that part of the
Premises which is rendered untenantable and not occupied by Tenant on a per
diem and proportionate area basis from the date when that part of the
Premises is no longer available for the use of the Tenant. Landlord, upon
receipt and to the extent of the award in condemnation or proceeds of sale,
shall make necessary repairs and restoration (exclusive of leasehold
improvements and personal property installed by Tenant) to restore the
Premises remaining to as near their former condition as circumstances will
permit and to the extent necessary to constitute the portion not so taken or
condemned as complete.
Landlord shall be entitled to receive the entire award from any sale, taking
or condemnation without any payment to Tenant. Tenant shall have the
right separately to pursue against the condemning authority, an award in
respect of Tenant's business damages and relocation expenses. Under no
circumstances shall Tenant seek or be entitled to any compensation for the
value of its leasehold estate which Tenant hereby assigns to Landlord.
16. ASSIGNMENT: As long as Tenant is not in Default, Tenant may, with
Landlord's prior written consent, which consent shall not be unreasonably
withheld, assign the Lease or sublet the Premises, or transfer or permit the
transfer of this Lease or the interest of Tenant in the Lease, in whole or
in part. If Tenant desires to assign this Lease, or to enter into any
sublease of the Premises, Tenant shall deliver written notice of such intent
to Landlord together with a copy of the proposed assignment or sublease, at
least 30 days prior to the effective date of the proposed assignment or
subletting together with the latest audited and the latest unaudited
quarterly financial statements of the Tenant and the proposed assignee or
subtenant. Landlord may, within the thirty (30) day period after submission
of Tenant's written request for Landlord's consent to an assignment or
sublease, in lieu of granting consent, elect to cancel this Lease (or, as to
a subletting, cancel as to the portion of the Premises proposed to be
sublet) as of the date the proposed transfer was to be effective. If
Landlord elects to cancel, then this Lease shall cease for such portion of
the Premises on the date the proposed assignment or subletting was to have
occurred. Thereafter, Landlord may lease the recaptured portion of the
Premises to the prospective transferee (or to any other person) without
liability to Tenant. The consent by Landlord to an assignment or sublease
will not be construed to relieve Tenant from obtaining Landlord's prior
written consent in writing to any further assignment. Any approved
assignment shall be expressly subject to the terms and conditions of this
Lease. In the event of any approved assignment or sublease, Tenant and
Guarantor shall not be released or discharged from any liability, whether
past, present or future, under this Lease, including any Renewal Term of
this Lease. If the assignment or sublease provides for compensation in
excess of the Rent payable to Landlord under the terms and conditions of
this Lease, 100% of the difference between the compensation payable by the
assignee or sublessee and the Rent payable to Landlord under the terms and
conditions of this Lease shall be paid to Landlord, in consideration of its
consent to the assignment or sublease. An assignment shall be considered to
include a change in the majority ownership or control of Tenant, if Tenant
is a corporation whose shares of stock are not traded publicly, or, if
Tenant is a partnership, a change in the general partnership or a change in
the persons holding more than 50% interest in the partnership, or a change
in majority ownership or control of any general partner of the partnership.
Tenant shall not mortgage, pledge or hypothecate its leasehold interest
without Landlord's prior written consent.
17. SUBORDINATION, ATTORNMENT, AND ESTOPPEL: This Lease and the rights of
Tenant are expressly subject and subordinate to the lien and provisions of
any mortgage, deed of trust, deed to secure debt, or ground lease, now
or hereafter encumbering the Premises, Building and Project, ("Security
Instrument") or any part thereof, and all amendments, renewals,
modifications and extensions of and to any such Security Instrument and to
all advances made or hereafter to be made upon such Security Instrument.
Tenant shall, within 7 days after receipt of written notice by Landlord,
execute and deliver such further instruments, in such form as may be
required by Landlord or any holder of a proposed or existing Security
Instrument, subordinating this Lease to the lien of any such Security
Instrument as may be requested in writing by Landlord or security holder
from time to time.
In the event of the foreclosure of any such Security Instrument by voluntary
agreement or otherwise, or the commencement of any judicial action seeking
such foreclosure, Tenant, upon request, shall attorn to such mortgagee or
purchaser in foreclosure. Tenant agrees to execute and deliver at any time
upon request of such mortgagee, purchaser, or their successors, any
instrument to further evidence such attornment. This provision will be self
operative and no further instrument of subordination will be required in
order to effect it.
Tenant shall, within 7 days of receipt of written notice by Landlord,
deliver to Landlord a statement in writing certifying that this Lease
is unmodified and in full force and effect, or, if there have been
modifications, that this Lease, as modified, is in full force and effect;
providing a true, correct and complete copy of the Lease and any and all
modifications of the Lease; the amount of each item of the Rent then payable
under this Lease and the date to which the Rent has been paid; that Landlord
is not in default under this Lease or, if in default, a detailed description
of such default; that Tenant is or is not in possession of the Premises, as
the case may be; and containing such other information and agreement as may
be reasonably requested.
If requested by Tenant, Landlord will use commercially reasonable efforts to
obtain a Subordination and Non-Disturbance Agreement from the holder of any
Security Instrument.
18. WAIVER AND INDEMNIFICATION: Landlord shall not be liable to Tenant or
those claiming by, through, or under Tenant (and Tenant hereby waives claims
against Landlord) for any injury to or death of any person or persons or
damage to or theft, destruction, loss, or loss of use of any property or
inconvenience (a "Loss") caused by casualty, theft, fire, third parties, or
any other matter (including a Loss arising through the repair or alteration
of any part of the Building, or the failure to make repairs), regardless of
whether the negligence of any party caused such Loss in whole or in part.
Tenant shall defend, indemnify, and hold harmless Landlord and its
employees and agents from and against all claims, demands, liabilities,
causes of action, suits, judgments, and expenses (including attorneys' fees)
for any Loss arising from an occurrence on the Premises caused by or
resulting from the acts or omissions of Tenant or Tenant's employees,
agents, contractors or invitees, or from Tenant's failure to perform any of
its obligations under this Lease.
19. AMERICAN DISABILITIES ACT (ADA): Any Landlord's Work outlined in
Exhibit C "Work Letter Agreement" shall be in compliance with the ADA.
Any Tenant's Work performed for itself including its interior decor,
installations and equipment shall be in compliance with ADA. Both Landlord
and Tenant will indemnify and hold each other harmless against any legal
action initiated by a third party relating to their respective ADA
compliance obligations. Such indemnification shall include all alterations,
damages, costs and attorney fees related to litigating and/or settling any
ADA legal action.
20. QUIET ENJOYMENT: Landlord agrees with Tenant that so long as Tenant
pays the Rent and observes and performs all the terms and conditions of this
Lease, Tenant may peaceably and quietly enjoy the Premises.
21. INSURANCE:
21.1 At all times during the Term, Tenant will carry and maintain, at
Tenant's expense, on an occurrence basis, the following insurance, in the
amounts specified below or such other amounts as Landlord may from time to
time reasonably request:
(a) Commercial General Liability Insurance covering bodily injury and
damage to property in an amount of not less than $1 million per occurrence,
with a General Aggregate limit per location of at least $2 million.
(b) Such other insurance (including without limitation plate glass
insurance), in such amounts and increases in the limits of the coverage
required above, as Landlord or its lender may reasonably require of Tenant
upon thirty (30) days' prior written notice.
All the above types of insurance will be written on the most current ISO
forms, which insurance shall include a waiver of subrogation rights in favor
of Landlord and Landlord's management company.
21.2 Forms of Policies. All policies of liability insurance which Tenant
is obligated to maintain according to this Lease will name Landlord as
additional insured, or loss payee as appropriate, and will be in a form
acceptable to Landlord, without modification. Certificates of Insurance
naming Landlord as additional insured and evidence of the payment of all
premiums of such policies reasonably satisfactory to Landlord will be
delivered to Landlord prior to the earlier of the Lease Commencement Date or
Tenant's Fixturing Period of the Premises. Tenant shall provide additional
Certificate of Insurance from time to time at least thirty (30) days prior
to the expiration of the term of each such policy. Tenant's insurer shall
have a Best Rating of at least "A" and be assigned a financial size category
of at least "Class VIII" as rated in the most recent edition of "Best's Key
Rating Guide" for insurance companies. All such policies maintained by
Tenant will provide that they may not be terminated or amended except after
thirty (30) days' prior written notice to Landlord.
21.3 Environmental Insurance: Should the activities of Tenant pose an
environmental risk to the Project, Landlord may require Environmental
Insurance from Tenant in amounts sufficient to cover the risk as reasonably
determined by Landlord.
21.4 Should any act in or use of the Premises by Tenant cause an
increase in any Landlord insurance policy, Tenant will at Landlord's option
and demand by Landlord either cease such act or use, or pay to Landlord any
increase in cost of any Landlord's insurance policies.
22. RELOCATION: Landlord shall have the right at any time, upon
reasonable notice to Tenant (the "Relocation Notice"), to relocate Tenant to
different premises in the Project (the "Substitute Premises"), provided that
the Substitute Premises are of approximately the same size and finished
substantially similar to the Premises and provided that Landlord reimburses
Tenant for reasonable out-of-pocket expenses incurred by Tenant as a result
of the relocation. Tenant shall provide the details of such expenses within
ten (10) days after the Relocation Notice is furnished to Tenant. Tenant
shall relocate to the Substitute Premises within the time set out in the
Relocation Notice. Upon the date Tenant takes possession of the Substitute
Premises, this Lease shall be deemed amended to provide for the Substitute
Premises and all other terms and conditions of the Lease shall remain in
full force and effect. Tenant agrees to execute all documents reasonably
required by Landlord to reflect the relocation to the Substitute Premises.
23. DEFAULT: Each of the following shall constitute an event of default by
Tenant ("Default"): (1) Tenant fails to pay any installment of Rent within
five days after the date on which the Rent is due; (2) Tenant fails to
observe or perform any of the terms and conditions of this Lease (other than
the payment of Rent) after written notice from Landlord and such failure is
not cured within fifteen days from the date of the written notice; (3) a
petition is filed by or against Tenant or Guarantor to declare Tenant or
Guarantor, as the case may be, bankrupt or to seek relief from Tenant or
Guarantor under any chapter of the Bankruptcy Code, as amended, or under any
other law imposing a moratorium on, or granting debtor's relief with respect
to, the rights of creditors; (4) Tenant or any Guarantor becomes or is
declared insolvent by law or Tenant or any Guarantor makes an assignment for
the benefit of creditors; (5) a receiver is appointed for Tenant or
Tenant's property or for any Guarantor or any of Guarantor's property; or,
(6) interest of Tenant in this Lease is levied upon under execution or other
legal process. Any notice periods provided for under this Clause 23 shall
run concurrently with any statutory notice periods and any notice given
hereunder may be given simultaneously with or incorporated into any such
statutory notice.
Upon the occurrence of an event of Default by Tenant, Landlord, at its
option, without further notice or demand to Tenant, may in addition to all
other rights and remedies provided herein, at law or in equity:
(a) Terminate this Lease and Tenant's right of possession of the
Premises, and recover all damages to which Landlord is entitled herein,
at law and in equity, specifically including, without limitation, all
Landlord's expenses of reletting (including repairs, alterations,
improvements, additions, decorations, legal fees and brokerage commissions),
plus Rent accelerated to the end of the Term as liquidated damages; or
(b) Terminate Tenant's right of possession of the Premises without
terminating this Lease, in which event Landlord may, but shall not be
obligated to, relet the Premises, or any part thereof, for the account of
Tenant, for rent, on terms and conditions acceptable to Landlord. For the
purposes of any reletting of the Premises, Landlord is authorized to
redecorate, repair, alter and improve the Premises to the extent necessary
or desirable in Landlord's judgement. For any period during which the
Premises have not been relet, Tenant shall pay Landlord monthly on the first
day of each month during the period that Tenant's right of possession is
terminated, a sum equal to the amount of Rent due under this Lease for such
month. If and when the Premises are relet and a sufficient sum is not
realized after payment of all Landlord's expenses of reletting (including
repairs, improvements, additions, decorations, legal fees and brokerage
commissions) to satisfy the payment of Rent due for any month, Tenant shall
pay to Landlord any deficiency monthly upon demand. Tenant agrees that
Landlord may file suit to recover any sums due to Landlord and that suit or
recovery of any amount due Landlord shall not be any defense to any
subsequent action brought for any amount not previously reduced by judgement
in favor of Landlord. If Landlord elects to terminate Tenant's right to
possession only, without terminating this Lease, Landlord may, at its
option, enter into the Premises, remove and/or retain Tenant's signs,
contents and other evidences of tenancy, and take possession provided that
such entry and possession shall not terminate this Lease or release Tenant,
in whole or in part, from Tenant's obligation to pay the Rent for the full
Term or from any other obligations of Tenant.
(c) In the case of failure to observe or perform any of the Tenant's
obligations under the Lease other than the payment of Rent, Landlord may
perform the same for the account of and at the expense of Tenant without
notice in a case of apparent emergency and in any other case after the cure
period stated in the Lease. Such expenses plus Landlord's 15% charge for
overhead shall be due and payable by Tenant to Landlord as additional Rent
within five (5) days after written notice of the same is sent to Tenant by
Landlord.
(d) Each right and remedy provided for in this Lease is cumulative and
is in addition to every other right or remedy provided for in this Lease,
now or after the date of this Lease, existing in law or in equity. Such
exercise by Landlord will not preclude the simultaneous or later exercise by
Landlord of any or all other rights or remedies provided for in this Lease
or in law or in equity, and all remedies shall be cumulative. Landlord is
entitled without notice to hearing, if otherwise appropriate, and Tenant
waives the requirement of a bond in excess of $10.00, to (i) specific
performance, injunctive or other equitable or declaratory relief in case of
any violation, or any attempted or threatened violation, of any provision of
this Lease; (ii) an order compelling the observance or performance of any
such provision; and (iii) one or more accountings of Tenant's obligations
under this document. Tenant will not plead in defense of any injunctive
relief that there would be an adequate remedy at law.
(e) Landlord shall have, at all times, a valid security interest in
and upon the present and future receivables of Tenant and all goods, wares,
equipment, fixtures, furniture, improvements and other personal property of
Tenant presently or which may hereafter be situated on the Premises, and all
proceeds therefrom, and all replacements thereto, which is given to secure
payment of all rent and other sums of money becoming due under the Lease
from Tenant and to secure payment of any damages or loss which Landlord may
suffer by reason of the breach by Tenant of any covenant, agreement or
condition contained herein.
24. SURRENDER OF PREMISES:
(a) Upon Expiration, termination or Default of the Lease, in which
Tenant's right to possession is terminated, Tenant shall surrender and
vacate the Premises immediately and deliver vacant possession to Landlord in
a clean, good, and tenantable condition, except for reasonable use and
ordinary wear and tear. Charges incurred by Landlord for removal of
material and debris left in Premises shall be at the expense of Tenant. No
personal property shall be removed from the Premises unless Tenant has
fulfilled all Lease obligations. If there are no amounts owed by Tenant,
any movable trade fixtures, and personal property shall be removed by
Tenant. All telephone, communication and data lines, cables, electrical
equipment, HVAC or other upgrades owned, installed or caused to be installed
by Tenant in the Premises or in the plenum of the Building shall not be
removed by Tenant unless otherwise required by Landlord. Upon Tenant
vacating the Premises, Tenant agrees at Landlord's option to leave all
wiring properly identified. All items authorized to be removed but
subsequently not removed shall, at Landlord's option, be presumed to have
been abandoned by Tenant, and title thereto shall pass to Landlord, or
Landlord may, at its option, either store or dispose of these items at
Tenant's expense. If any improvements have been made by Tenant, with or
without Landlord's approval, Tenant will, at its expense, and upon request
of Landlord, restore the Premises to their original condition.
(b) No act or thing done or omitted to be done by Landlord or
Landlord's agent during the Term of this Lease will constitute a
constructive eviction by Landlord, nor will it be deemed an acceptance of
surrender of the Premises, and no agreement to accept such termination or
surrender will be valid unless signed in writing by Landlord. The delivery
of keys to any employee or agent of Landlord will not operate as a
termination of this Lease or a surrender of the Premises unless such
delivery of keys is done in connection with a written instrument executed by
Landlord approving such termination or surrender.
25. HOLDING OVER: If Tenant, shall continue to occupy the Premises after
the termination or Expiration of this Lease without the prior written
consent of Landlord, such tenancy shall be a month to month tenancy at
sufferance. During the period of any hold over tenancy by Tenant, Landlord,
by notice to Tenant, may increase the Rent by 50% over the last month's Rent
of the Term. Acceptance by Landlord of any Rent after termination shall not
constitute a renewal of this Lease or a consent to such hold over occupancy,
nor shall it waive Landlord's right of re-entry or any other right contained
in this Lease or provided by law.
26. OPTION TO RENEW: Provided that the Tenant has not been in Default of
any of the terms and conditions of this Lease, at anytime during the Term,
then Landlord grants to Tenant an option to renew this Lease ("Option to
Renew") for a further period of 60 months commencing upon the expiration of
the immediately prior Term, under the same terms and conditions as in this
Lease save and except for "Monthly Base Rent" which shall be 95% of the
Market Rental Rate for the Premises. To be valid, Tenant must deliver to
the Landlord at least one hundred and eighty (180) days prior the Expiry
Date of the prior Term a written notice of its intention to exercise the
Option to Renew.
27. SECURITY DEPOSIT: As security for the performance of its obligations
under this Lease, Tenant upon its execution of this Lease will pay to
Landlord a security deposit ("Security Deposit") in the amount stated in
Clause 1E. The Security Deposit may be applied by Landlord to cure or
partially cure any Default of Tenant under this Lease, and upon notice by
Landlord of such application, Tenant shall replenish the Security Deposit in
full by promptly paying to Landlord the amount so applied. The Security
Deposit shall not be deemed an advance payment of Rent or a measure of
damages for any Default by Tenant under this Lease, nor shall it be a bar or
defense to any action which Landlord may at any time commence against
Tenant. Should the Project be sold or transferred, the Security Deposit will
be assigned to the Purchaser or Transferee upon which Landlord shall be
released from all responsibilities as they relate to the Security Deposit.
28. LIMITATION OF LANDLORD'S LIABILITY: No entity or person holding
Landlord's interest under this Lease (whether or not such entity or person
is named as "Landlord") shall have any liability after such entity or person
ceases to hold such interest, except for any liability accruing while such
entity or person held such interest. No principal, officer, employee, or
partner (general or limited) of Landlord shall have any personal liability
under any provision of this Lease. If Landlord defaults in the performance
of any of its obligations under this Lease or otherwise, Tenant shall look
solely to Landlord's interest in the Project and not to the other assets of
Landlord or the assets, interest, or rights of any principal, officer,
employee or partner (general or limited) for satisfaction of Tenant's
remedies.
29. NO RECORDING OF LEASE: This Lease MUST NOT BE RECORDED in any official
Public Records, without Landlord's written consent. However, upon request of
Landlord, Tenant will execute a short form of this Lease which may be
recorded which states that the terms of this Lease expressly prohibit any
liability to Landlord or its property for any improvements made by, through
or at the request of Tenant.
30. ENCUMBRANCES ON LANDLORD'S TITLE: Tenant will not register nor permit
to be registered any document that will encumber Landlord's title to the
Project in any way at any time throughout the Term. Upon request of
Landlord, Tenant will promptly release, or cause to be released at Tenant's
expense, any such encumbrance. If Tenant fails to do so, Landlord may
release or cause to be released such encumbrance at Tenant's expense plus
Landlord's 15% charge for overhead. Tenant's obligations in this Lease shall
survive termination of this Lease.
31. NOTICES: For the purpose of any notice or demand under this Lease, the
parties shall be served by hand delivery, by overnight delivery, personal
delivery or certified mail, return receipt requested, addressed to the other
party at the address in Clause 1(G) whether or not Tenant has departed from,
abandoned or vacated the Premises or such other addresses designated in
writing by Landlord or Tenant. Any notice shall be effective when
delivered. Refusal to accept any notice shall be considered receipt of
notice.
32. SUCCESSOR AND ASSIGNS: This Lease shall bind and inure to the benefit
of the successors, assigns, heirs, executors, administrators, and legal
representatives of the Parties. In the event of the sale, assignment, or
transfer by Landlord of its interest in the Project or in this Lease (other
than a collateral assignment to secure a debt of Landlord prior to
enforcement) to a successor in interest who expressly assumes the
obligations of Landlord, Landlord shall be released and discharged from all
of its covenants and obligations, except such obligations as Landlord shall
have accrued prior to any such sale, assignment or transfer; and Tenant
agrees to look solely to such successor of Landlord for performance of such
obligations. Landlord's assignment of the Lease or of any or all of its
rights shall in no manner affect Tenant's obligations. Landlord shall have
the right to freely sell, assign or otherwise transfer its interest in the
Project and/or this Lease.
33. NO OFFER: This Lease is submitted to Tenant on the understanding that
it will not be considered an offer by Landlord and will not bind Landlord in
any way until (a) Tenant has duly executed and delivered four (4) duplicate
originals to Landlord and (b) Landlord has executed and delivered one of
such originals to Tenant.
34. JOINT AND SEVERAL LIABILITY: If there is more than one signatory to
this Lease those signatories will be jointly and severally liable for the
faithful performance of all the terms and conditions of this Lease
throughout the Term .
35. TIME IS OF THE ESSENCE: Time is of the essence for each and every
provision of this Lease.
36. NO WAIVER OR ACCORD AND SATISFACTION:
(a) No waiver by Landlord of any breach or Default of the Tenant under
this Lease shall constitute a continuing waiver and Landlord may at any time
insist on compliance by the Tenant.
(b) Acceptance by Landlord of Rent or other amounts due, in whole or
in part, following a Default will not be deemed to be a waiver of any
existing or preceding Default by Tenant of any term or condition, of this
Lease, regardless of Landlord's knowledge of such preceding Default at the
time of acceptance of such Rent or other payment.
(c) No payment by Tenant or receipt by Landlord of a lesser amount
than the full amount of any installment or payment of Rent or other amount
due, shall be deemed to be anything other than a payment on account of the
amount due, and no endorsement or statement on any check or payment of Rent
or related to it shall be deemed an accord and satisfaction. Landlord may
accept such check or payment without prejudice to Landlord's right to
recover the balance of such installment or payment of Rent, or pursue any
other remedies available to Landlord.
37. WAIVER OF JURY TRIAL AND ATTORNEY'S FEES: IN ORDER TO AVOID DELAYS IN
RESOLVING DISPUTES THAT MAY ARISE BETWEEN THE PARTIES, LANDLORD AND TENANT
WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY
EITHER OF THE PARTIES TO THIS LEASE AGAINST THE OTHER. IN THE EVENT OF ANY
LEGAL ACTION UNDER THIS LEASE, THE PREVAILING PARTY SHALL BE ENTITLED TO
RECOVER ITS COSTS AND REASONABLE ATTORNEY'S FEES.
38. LANDLORD'S DEFAULT: Should the Landlord fail to comply with a specific
provision of this Lease, Tenant shall give written notice to Landlord and
Landlord shall have thirty (30) days to commence to cure, failing which,
Tenant shall have, as its sole remedy, the right to seek judgement from a
court of competent jurisdiction to require specific performance by Landlord
to cure said default.
39. BROKERS: Landlord and Tenant respectively represent and warrant to
each other that neither of them has consulted or negotiated with any broker
or finder with regard to the Premises except the Broker(s) named in Clause
1H, if any. Landlord and Tenant each will indemnify the other against, and
hold the other harmless from, any claims for fees or commissions from anyone
with whom either of them has consulted or negotiated with regard to the
Premises . Landlord will pay any fees or commissions due only to the Brokers
named in Clause 1H as Landlord's Broker, unless Landlord shall expressly
agree to be obligated to another broker.
40. FORCE MAJEURE: Landlord will have no liability to Tenant because of
Landlord's failure to perform any of its obligations in this Lease if the
failure is due to Unforeseen Causes.
41. NOTICE CONCERNING RADON GAS: Radon is a naturally occurring radioactive
gas that, when it has accumulated in a structure in sufficient quantities,
may present health risks to persons who are exposed to it. Levels of radon
that exceed federal and state guidelines have been found in buildings in the
State of Texas.. Additional information regarding radon and radon testing
may be obtainable from the county public health unit. Landlord makes no
representation to Tenant concerning the presence or absence of radon gas in
the Premises or the Building at any time or in any quantity. By executing
this Lease, Tenant expressly releases Landlord from any loss, claim,
liability, or damage now or hereafter arising from or relating to the
presence at any time of such substances in the Premises or the Building.
42. CONSENT: Whenever this Lease specifies that either party has the right
of consent, said consent shall be effective only if in writing and signed by
the consenting party.
43. SURVIVAL OF OBLIGATIONS: Any obligations of Tenant accruing prior to
the date Tenant vacates or abandons the Premises shall survive the same, and
Tenant shall promptly perform all such obligations whether or not this Lease
has expired or been terminated.
44. FINANCIAL REPORTS: Throughout the Term, within fifteen (15) days
after Landlord's request, Tenant and/or Guarantor will furnish their most
recent audited annual and unaudited quarterly financial statements to
Landlord, prepared by an independent Certified Public Accountant.
The Tenant and/or Guarantor hereby authorize the Landlord, its employees,
officers and/or representatives to obtain any credit, civil and criminal
information about the corporation and/or its principals.
Landlord will have the right to disclose Tenant's and/or Guarantor's
financial statements to lenders or prospective purchasers of the Project.
45. NO PENDING CLAIMS AGAINST TENANT: Tenant hereby warrants and
represents that within Tenant's knowledge, there are no claims, causes of
action or other litigation or proceeding or, to the best of Tenant's
knowledge, threatened in respect to Tenant, except for claims which are
fully insured and as to which the insurer has accepted defense without
reservation.
46. CASH TENANT IMPROVEMENT ALLOWANCE: Upon occupancy of the Premises by
Tenant, if Tenant is not in default, Landlord will give Tenant a Cash
Allowance in the amount of $10,432.00. This sum is for Tenant's use for
T.I.'s or Tenant Expenses. Said Cash Allowance will be payable to Tenant in
5 equal installments of $2,054.70 once Tenant's monthly rent check clears
the bank and upon receipt of an invoice from Tenant.
47. GOVERNING AUTHORITY: The Lease shall be construed and governed in
accordance with the laws of the State of Texas and Tenant agrees to abide by
all relevant local, state and federal laws.
48. CAPTIONS: The captions in this Lease are for convenience only and in no
way define, limit, construe or describe the scope or intent of the
provisions of this Lease, unless otherwise determined by Landlord.
49. ENTIRE AGREEMENT: This Lease, the Exhibits, the Schedules and
incorporated addenda contain the entire agreement between Landlord and
Tenant and there are no other agreements, either oral or written. This
Lease shall not be modified or amended except by a written document signed
by Landlord and Tenant which specifically refers to this Lease. If any
provision of this Lease or amendment is invalid or unenforceable in any
instance, such invalidity or unenforceability shall not affect the validity
or enforceability of any other provision. All Exhibits, Schedules and
addenda contained or attached to this Lease shall be deemed to be a part of
and are incorporated in this Lease by reference.
Exhibit A- The Leasing Plan
Exhibit B- Legal Description of the land
Exhibit C - Tenant Performs Work Letter
Exhibit D- Rules and Regulations
Exhibit E- Lease Commencement Date Certificate
Exhibit F- Guaranty, if attached
Exhibit G- Sign Criteria, if attached
Exhibit H- Substantial Completion Certificate, if attached
Exhibit I- Tenant Resolution and Corporate Charter
Exhibit J- Penalty Schedule, if attached
Exhibit K- Texas Provisions
Exhibit L- Parking
Exhibit M- Letter of Credit, if attached
Exhibit N- Landlord Performs Work Letter, if attached.
THE PROVISIONS CONTAINED IN Clauses 1 through 49 are incorporated into and
become a part of this Lease by reference.
TENANT: LANDLORD:
By: Venture Pacific Group, Inc. By: Memshalah Realty,
A Texas Corporation (SEAL) A Texas limited partnership (SEAL)
By: Dalfen Dominion Property Corp., a
Texas Corporation, as its sole
general partner
By: /s/ Xxx Xxxxxx By: /s/ Xxxxxx Xxxxxx
Xxx Xxxxxx, C.E.O. Xxxxxx Xxxxxx, President
WITNESSES TO TENANT: WITNESSES TO LANDLORD:
Signed in the presence of: Signed in the presence of:
(1) ___________________________ (1) ______________________________
Print Name: ____________________ Print Name: _______________________
(2) ___________________________ (2) ______________________________
Print Name: ____________________ Print Name: _______________________
PERSONAL GUARANTOR (limited by Personal Guaranty Agreement attached hereto
as Exhibit F, and incorporated herein):
By: /s/ Xxx Xxxxxx, individually
----------------------------
Xxx Xxxxxx
Guarantor's home address:
____________________________________________
____________________________________________
Guarantor's Driver's License No.____________
Dated: _____________________, 200___________
STATE OF TEXAS
--------------------------------------------
COUNTY OF DALLAS
--------------------------------------------
The foregoing instrument was acknowledged before me this 20th day of May,
2005, by Xxx Xxxxxx, who is personally known to me or who has produced
driver's license as identification.
OFFICIAL NOTARIAL SEAL:
/s/
--------------------------------------------
--------------------------------------------
(type, print, or stamp name)
Notary Public / Commissioner of Oaths:
Commission No._______________________________
My commission expires:_______________________
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TENANT
INITIALS
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