EXHIBIT 10.1
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LEASE AGREEMENT
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ARTICLE 1
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PRINCIPAL LEASE TERMS
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DATE: May 27, 2005
LANDLORD: Admiral Associates
-------- 00 Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxx 00000
TENANT: Current Address:
------ ----------------
Xxxxxx Traffic Systems, Inc.
000 Xxxxxxxxx Xxx. Xxxxx 000
Xxxx Xxxxxxxxxx, XX 00000
New Address:
------------
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxx 00000
LEASED PREMISES: Approximately Twelve Thousand Seven ----- Hundred
--------------- (12,700) square feet of office space and, to the
extent provided herein, 11,000 square feet of
warehouse space (the "Premises") located in the
group of buildings generally known and referred to
as the Union Paper buildings located on Admiral,
Xxxxxxx and Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxx
Xxxxxx, 00000 (the "Complex"). The Premises are
more specifically identified as follows:
Xxxxxxxx 0 Xxxxx Xxxxx Approx.10,300 sq. ft.
(the "Building 2 Office
Space")
Building 2 Second Floor Approx. 600 sq. ft. (the
"Server Xxxx")
Xxxxxxxx 0 Xxxxx Xxxxx Approx. 1,800 sq. ft.
(the "Building 3 Office
Space")
Building 2 Second Floor Approx. 11,000 sq. ft.
(the "Warehouse Space")
(The Building 2 Office Space, the Server Room, and
the Building 3 Office Space, collectively, are
sometimes referred to as the "Office Space".)
COMMENCEMENT DATE: The first day of the month following the date on
----------------- which Landlord notifies Tenant that the Build-Out,
as defined in Section 3.4, is complete.
INITIAL TERM: Except as provided in Section 2.3, sixty (60)
------------ months.
PERMITTED USE: Office and warehouse use, in the designated
------------- portions of the Premises, in connection with the
operation of an advanced intelligent traffic
management solutions business.
RENT: INITIAL TERM Office Space $7,408.33 per month
---- ------------ Warehouse Space (a) First Lease Year - Rent Free
(b) During the Second Lease
Year, until Landlord delivers
the Additional Parking Notice,
as defined in Section 2.2(b)(i)
- Rent Free
(c) After the earlier to occur
of the date of the Additional
Parking Notice delivered during
the Second Lease Year and the
second anniversary of the
Commencement Date - $4.00/sq.ft.
Renewal Term Office Space $7,937.50 per month
------------ Warehouse Space $4.50/sq.ft.
ARTICLE 2
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PREMISES AND USE
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Section 2.1. PREMISES. (a) Subject to the terms and conditions set out in
this Lease, Landlord leases the Premises to Tenant for the Permitted Use and
Tenant accepts the Premises from Landlord for the Permitted Use.
(b) The portion of the Warehouse Space occupied by Tenant shall
be determined by Tenant from time to time.
Section 2.2. OPTION TO CONVERT SPACE. (a) Provided Tenant is not in default
of its obligations hereunder, Tenant shall have the option to convert all or any
portion of the Warehouse Space to Office Space (the "Converted Space") by so
notifying Landlord and fulfilling each of the conditions in this Section 2.2. In
no event shall Landlord be under any obligation to provide any parking spaces in
excess of those referred to in Section 2.5 by reason of having received notice
of Tenant's election to convert unless the said notice by Tenant follows the
receipt of an Additional Parking Notice by Landlord.
(b) For purposes of this Lease, the following definitions shall
apply:
(i) The term "Additional Parking Notice" shall refer to that
notice delivered by Landlord to Tenant notifying Tenant of the availability of
not less than seventeen (17) parking spaces monitored remotely by means of video
cameras in a fenced, ungated area in the Complex (the "Additional Parking
Spaces") in addition to those parking spaces referred to in Section 2.5.
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(ii) The term Applicable Conversion Space shall refer to
that portion of the Warehouse Space equal to the number of additional parking
spaces identified in the Additional Parking Notice times three hundred
twenty-five (325) square feet.
(c) In the event Tenant timely elects to convert the Applicable
Conversion Space, Tenant shall be entitled to identify the Applicable Conversion
Space, provided the remaining Warehouse Space has lawful means of ingress and
egress. In the event Tenant does not timely elect to convert the Applicable
Conversion Space, Landlord shall be entitled to identify the Applicable
Conversion Space, provided the remaining Warehouse Space and the Server Room
have lawful means of ingress and egress.
(d) Notwithstanding the timely notification by Tenant of its
election to convert, Tenant shall not be entitled to convert unless the parties,
after using reasonable efforts, reach agreement on the plans and specifications
for the leasehold improvements required in connection with the conversion (the
"Conversion Work") not later than the second anniversary of the Commencement
Date.
(e) Landlord shall complete the Conversion Work in accordance
with the agreed-upon plans and specifications.
(f) Landlord shall notify Tenant when the Conversion Work has
been completed. From and after such date, the rent attributable to the Converted
Space shall be equal to the rate then being charged for the Office Space.
(g) Tenant shall be responsible for thirty (30%) percent of the
conversion costs ("Tenant's Conversion Share"). Tenant shall pay Tenant's
Conversion Share in the following manner: (a) upon finalization of the
conversion plans and specifications, Tenant shall pay to Landlord an amount
equal to twenty-five (25%) percent of Tenant's Conversion Share. ; (b) when the
Office Space is ready for the installation of drywall and such installation has
begun, Tenant shall pay an additional amount equal to twenty-five (25%) percent
of Tenant's Conversion Share; (c) upon completion of the interior painting of
the Office Space, Tenant shall pay an additional amount equal to twenty-five
(25%) percent of Tenant's Conversion Share; and (d) on the Commencement Date,
Tenant shall pay the final twenty-five (25%) percent of Tenant's Conversion
Share.
Section 2.3. RIGHT OF FIRST REFUSAL. (a) Notwithstanding any other
provision in this Lease, from and after the second anniversary of the
Commencement Date, Tenant's right to occupy all or a portion of the Warehouse
Space shall be subject to termination as provided in this Section 2.3. In
addition, if, prior to the second anniversary of the Commencement Date, Tenant
had not timely elected to convert the Applicable Conversion Space under the
provisions of Section 2.2 after receiving the Additional Parking Notice,
Tenant's right to occupy all or a portion of the Warehouse Space shall be
subject to termination as provided in this Section 2.3.
(b) In the event Landlord receives an offer (the "Offer") from an
unrelated third party to lease all or any portion of the Warehouse Space as
built out office space and Landlord intends to accept the Offer, Landlord shall
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so notify Tenant and provide Tenant with the terms of the Offer. Tenant shall
have the right, by written notice to Landlord given within ten (10) days after
its receipt of Landlord's notice, to accept the terms of the Offer in its own
name.
(c) If Tenant shall not timely accept the Offer, Landlord may
then lease that portion of the Warehouse Space identified in the Offer (the
"Offer Space") to the named offeror in accordance with the terms of the Offer.
Tenant shall vacate the Offer Space within twenty (20) days following receipt of
a further notice from Landlord notifying Tenant of the execution of the new
lease containing the terms of the Offer (the "Replacement Lease"). Upon the
execution of the Replacement Lease, Tenant's right of first refusal shall
expire.
(d) In the event Tenant shall timely accept the Offer, Tenant
shall remain in possession of the Offer Space, subject to the terms of the
Offer. Where a conflict exists between the terms of the Offer and the terms of
this Lease, the terms of the Offer shall supersede and replace the terms of this
Lease with respect to the Offer Space.
Section 2.4. COMMON AREAS. Tenant shall have the non-exclusive right in
common with Landlord, other tenants, invitees, and others legally entitled
thereto, to use for their intended purposes, the elevators, lobbies, pedestrian
walkways, waiting areas, corridors, restrooms (other than those described in
Section 5.2(a)), and other portions of the Complex that are available for common
use (the "Common Areas").
Section 2.5 PARKING SPACES. On the Commencement Date, Landlord shall
designate forty (40) parking spaces monitored remotely by means of video cameras
for the use by employees of Tenant in a fenced, ungated area in the Complex.
ARTICLE 3
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TERM AND RENT
-------------
Section 3.1. INITIAL TERM. Subject to the provisions of Section 2.3(c),
this Lease is for the Term, beginning on the Commencement Date. When the
Commencement Date is determined, the parties shall execute a memorandum
confirming the Commencement Date.
Section 3.2. OPTION TO EXTEND. Provided Tenant is not in default of its
obligations hereunder, Tenant shall have the option to renew this Lease for two
additional one (1) year terms commencing on the expiration of the Initial Term
(each such additional term, a "Renewal Term"). In the event Tenant elects to
exercise the Option, Tenant shall so notify Landlord at least three (3) months
prior to the expiration of the Initial Term or the First Renewal Term, as the
case may be.
Section 3.3. RENT. (a) The rent payable during the Term shall be as
described in Article 1, Section 2.2(f), and Section 2.3 and shall be paid in
full in advance on the first day of the month without demand therefor and
without deduction or set-off whatsoever.
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(b) From and after the date of an Additional Parking Notice until
the second anniversary of the Commencement Date, the rent payable for the
Warehouse Space shall increase on an annualized basis by an amount equal to the
number of Additional Parking Spaces times three hundred twenty-five (325) times
Four ($4.00) Dollars. From and after the second anniversary of the Commencement
Date, the rent payable for all of the Warehouse Space shall be equal to Four
($4.00) Dollars per square foot.
Section 3.4 BUILD-OUT. (a) Prior to the Commencement Date, Landlord shall
complete the build-out of the Premises (the "Build-Out") in accordance with
plans and specifications to be agreed upon by the parties after the use by them
of reasonable efforts.
(b) Tenant shall be responsible for thirty (30%) percent of the
cost of the Build-Out ("Tenant's Share"). Tenant shall pay Tenant's Share in the
following manner: upon execution of this Lease, Tenant shall pay to Landlord an
amount equal to twenty-five (25%) percent of Tenant's Share. On the same day of
each of the following three (3) months, Tenant shall pay twenty-five (25%)
percent of Tenant's Share.
(c) It is anticipated that the cost of the Build-Out shall be
approximately Six Hundred Thousand ($600,000) Dollars (the "Projected Cost"). In
the event the cost of the Build-Out exceeds the Projected Cost other than as a
result of a change in design or the use of materials requested by Tenant other
than those described in the plans and specifications, Tenant shall be
responsible for the timely payment of thirty (30%) percent of the excess in the
same manner as described in Section 3.4(b). In the event the cost of the
Build-Out exceeds the Projected Cost as a result of a change in design or the
use of materials requested by Tenant other than those described in the plans and
specifications, Tenant shall be responsible for the payment of all of the excess
within thirty (30) days following the receipt by it of an invoice from Landlord.
ARTICLE 4
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TAXES AND INSURANCE
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Section 4.1. TAXES AND ASSESSMENTS. Landlord shall pay and discharge all
taxes, water rents or charges, sewer rents or charges, assessments and such
other duties, charges or payments, ordinary or extraordinary, imposed by any
governmental or public authority as shall during the term of this Lease be
imposed, assessed, levied or become a lien upon the Premises.
Section 4.2. TENANT'S INSURANCE. Tenant, at its sole expense, shall keep in
full force and effect a policy or policies of public liability and property
insurance with respect to the Premises in which the combined single limits of
public liability shall not be less than $1,000,000 and in which the property
damage coverage of not less than $500,000.
Section 4.3. INDEMNIFICATION. (a)Tenant shall indemnify, defend, and hold
Landlord harmless from and against any injury, loss, claim, or damage to any
person or property while on or about the Premises ("Loss") unless the Loss is
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caused by Landlord's negligence, recklessness, willful misconduct, or breach of
any of the terms of this Lease.
(b) Landlord shall indemnify, defend, and hold Tenant harmless
from and against any Loss if the Loss is caused by Landlord's negligence,
recklessness, willful misconduct, breach of any of the terms of this Lease, or
work or act done in, on, or about the Premises by Landlord, its employees, or
agents.
Section 4.4. SUBROGATION. Tenant releases Landlord from liability for any
and all loss or damage to the extent covered by insurance maintained by Tenant
even if such loss or damage shall be brought about by the fault or negligence of
Landlord or persons claiming under it or for whom it may be derivatively liable.
ARTICLE 5
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MAINTENANCE, ALTERATIONS AND OPERATIONS
---------------------------------------
Section 5.1. MAINTENANCE BY LANDLORD. Except to the extent necessitated by
the negligence or failure to act by Tenant, Landlord shall perform any and all
maintenance and undertake such repairs as may be necessary in order to keep the
roof, structure, plumbing, sprinkler, electrical, heating, ventilation, air
conditioning, and Common Areas of the Building in good order and repair,
reasonable wear and tear excepted.
Section 5.2. MAINTENANCE BY TENANT. (a) Except as provided by Landlord in
accordance with Section 5.1 and except to the extent necessitated by the
negligence or failure to act by Landlord, Tenant shall perform any and all
maintenance and undertake such repairs as may be necessary in order to keep the
interior of the Premises in good order and repair, reasonable wear and tear
excepted. For this purpose, the bathrooms in the third floor hallway shall be
considered a part of the Premises and not a common area amenity.
(b) In the event Tenant elects to use the compactor provided by
Landlord for trash removal, Landlord shall add One Hundred ($100.00) Dollars to
the rent for each month of Tenant's usage.
Section 5.3. UTILITIES. (a) Landlord shall furnish or cause to be furnished
electricity, heat, water and sewer service to the Premises in amounts sufficient
for the Permitted Use; provided, however, Landlord shall not be responsible for
the failure to deliver any such utilities or services if the failure is as a
result of factors beyond Landlord's control.
(b) Tenant shall be responsible for the cost of natural gas and
electricity consumed on the Premises. The cost of water and sewer service shall
be included in the rent.
(c) Landlord shall separately meter natural gas and electricity
consumed in the Premises. Landlord shall prepare and deliver an invoice to
Tenant for the natural gas and electricity consumed by Tenant during the period
reflected in the xxxx therefor received by Landlord. Landlord shall xxxx and
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Tenant shall pay for electricity consumption at the G-02 rate charged from time
to time by The Narragansett Electric Company. Tenant shall pay each such invoice
with the next monthly payment of rent due hereunder. Tenant's payment obligation
hereunder shall be in the nature of the payment of rent.
(d) Tenant, at its sole expense, shall be responsible for the
provision of telephone, data, and other communication systems and services to
the Premises and shall pay directly to the service provider all ongoing charges
in connection therewith.
Section 5.4. TENANT'S PROPERTY. Tenant shall have the right to install in
the Premises trade fixtures and other equipment reasonably necessary for
carrying on the Permitted Use. Tenant will pay all taxes charged, assessed, or
imposed upon the personal property of Tenant in or upon the Premises. All such
property shall be at the sole risk and hazard of Tenant, shall be deemed to
remain movable property and, at the option of Tenant, may be removed by Tenant
by the expiration or sooner termination of this Lease. In all events, Tenant
shall pay all expenses of and repair any damage arising out of the removal of
all or any part of such property, however initiated.
Section 5.5. TENANT'S IMPROVEMENTS. Tenant shall not make any leasehold
improvements whether or not the same affect the structure of the building in
which the Premises are located (which shall be deemed to refer to improvements
in any form, including alterations, partitions, additions and constructions),
without first obtaining the consent of Landlord in writing thereto which such
consent Landlord shall not unreasonably withhold.
Section 5.6. REMOVAL UPON TERMINATION OR EXPIRATION. At the expiration or
sooner termination of this Lease, Tenant shall remove all of its goods and
effects, together with all property and improvements which Tenant is permitted
to remove under the terms of this Lease and peaceably yield up the Premises in
as good order, repair, and condition as the same were at the Commencement Date
or had been put in thereafter, reasonable wear and tear excepted.
Section 5.7. LANDLORD'S ACCESS. Tenant, at reasonable times and reasonable
advance notice (except in the case of an emergency), shall permit Landlord, its
agents and employees, to examine and inspect the Premises and to enter the
Premises as necessary to perform Landlord's maintenance responsibilities
hereunder.
ARTICLE 6
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CASUALTY
--------
Section 6.1. CASUALTY. (a) In the event that all or part of the Premises or
Common Areas is so destroyed by fire or other casualty as to render the Premises
or the remainder thereof substantially untenantable or unfit for the Permitted
Use, for a period reasonably expected to exceed ninety (90) days, then this
Lease may be terminated at the election of either Landlord or Tenant by the
giving, within sixty (60) days following the date of such casualty, of thirty
(30) days' notice in writing to the other party hereto, whereupon this Lease
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shall terminate as of the date of such casualty. If neither Landlord nor Tenant
elects to terminate this Lease or in the event such destruction is not
sufficient to permit either to terminate hereunder, then Landlord, within a
reasonable time, shall replace, restore or rebuild the destroyed portions
thereof to substantially the same condition as existing immediately prior to
said destruction, and if such restoration is not complete within one hundred
eighty (180) days of the event of such damage, Tenant shall be entitled to
terminate this Lease at any time up to the time that such restoration is
complete. Tenant, at its sole expense, shall be responsible for restoring or
replacing those trade fixtures and equipment which it installed in the Premises.
(b) In any event of destruction by fire or other casualty, a just
proportion of the rent according to the extent of the floor space rendered
substantially untenantable or unfit for occupancy shall be abated from the date
of such casualty until such space shall have been restored to a tenantable
condition.
ARTICLE 7
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DEFAULT
-------
Section 7.1. TENANT'S DEFAULT. If Tenant shall neglect or fail to perform
or observe any term, covenant or condition by Tenant to be performed or observed
hereunder, and such neglect or failure shall continue for more than ten (10)
days after written notice with respect to the covenant to pay Rent or any other
covenant calling for the payment of money by Tenant hereunder, including the
obligation to pay Tenant's Share and Tenant's Conversion Share, and more than
thirty (30) days after written notice to Tenant thereof with respect to any
other term, covenant or condition, or if Tenant shall abandon, vacate or cease
operating from the Premises, or if a petition is filed by Tenant under any
bankruptcy, receivership, or other insolvency or creditors' rights law, or if
such a petition is filed against Tenant under any such law and the same shall
not be dismissed, vacated, stayed, or set aside within thirty (30) days from the
date thereof, then, and in any of said cases, Landlord may terminate this Lease
by so notifying Tenant. At the time of the termination or at any time
thereafter, Landlord may rent the Premises, and for a term which may expire
after the expiration of the term of this Lease, without releasing Tenant from
any liability whatsoever. Tenant shall be liable for any reasonable expenses
incurred by Landlord in connection with obtaining possession of the Premises,
with removing from the Premises property of Tenant and persons claiming under
Tenant (including warehouse charges) which Tenant was required by this Lease to
remove at the expiration or termination of this Lease, with putting the Premises
into condition for reletting, and with any reletting, including, but without
limitation, any differences in the rent to be paid, reasonable attorneys' fees
and brokers' fees; and any monies collected from any reletting shall be applied
first to the foregoing expenses and then to the payment of rent and all other
payments due from Tenant to Landlord.
Section 7.2. ATTORNEYS' FEES. In the event of the default by either party
under this Lease, the other party shall be entitled to recover from the
defaulting party the amount of any attorneys' fees reasonably incurred by the
other party in enforcing its rights and remedies hereunder.
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Section 7.3. NO WAIVER. No consent or waiver, express or implied, by
Landlord or Tenant to or of any breach of any term, covenant, or condition
hereunder shall be construed as a consent or waiver to or of any other breach of
the same or any other term, covenant or condition, nor shall the acceptance by
Landlord of any rental or other payment when due hereunder constitute a consent
or waiver by Landlord to or of any breach of any term, covenant or condition
hereunder.
ARTICLE 8
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MISCELLANEOUS
-------------
Section 8.1. SUBLETTING AND ASSIGNMENT. Tenant shall not assign this Lease,
whether directly or indirectly by a change or changes in the ownership or
control of Tenant, or sublease all or any part of the Premises, without on each
occasion obtaining the prior written consent of Landlord which Landlord may not
unreasonably withhold. No assignment of this Lease, sublease or transfer of the
whole or any part of the Premises, nor the permitting of other use or occupancy
of the same shall in any way confer rights upon a third person or affect or
reduce Tenant's continuing obligations under this Lease for the remainder of the
Initial Term or Renewal Term.
Section 8.2 SECURITY DEPOSIT. Upon the execution of this Lease, Tenant
shall pay to Landlord the sum of Seven Thousand Four Hundred Eight and 33/100
($7,408.33) Dollars as a security deposit (the "Security Deposit"). The Security
Deposit shall be held by Landlord throughout the Term without interest as
security for the faithful performance of all of the terms, covenants and
conditions of Tenant. Landlord shall have the option at any time and from time
to time to apply any part or the whole of the Security Deposit to the curing of
any default by Tenant that may exist from time to time without prejudice to any
other remedy which Landlord may have on account of such default. Landlord shall
have the right to commingle the Security Deposit with other funds. If Tenant
shall fully and promptly comply with all of the provisions of this Lease,
Landlord shall return the Security Deposit (or so much as in then held by
Landlord) to Tenant after Tenant vacates the Premises.
Section 8.3. NO BROKER. The parties agree that neither has engaged the
services of a broker or any person or entity to whom a commission or fee is due
upon execution of this Lease.
Section 8.4. FORCE MAJEURE. Landlord shall have no liability to Tenant, nor
shall Tenant have any right to terminate this Lease or xxxxx rent or assert a
claim of partial or total actual or constructive eviction, because of Landlord's
failure to perform any of its obligations in the Lease if the failure is due to
reasons beyond Landlord's reasonable control; strikes or other labor
difficulties; inability to obtain necessary governmental permits and approvals
(including building permits or certificates of occupancy); unavailability or
scarcity of materials; war; riot; civil insurrection; accidents; acts of God;
and governmental preemption in connection with a national emergency.
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Section 8.5. HOLDING OVER. If Tenant shall hold possession of the Premises
beyond the Lease Term, Tenant shall pay to Landlord, for each month or portion
thereof as Tenant shall retain such possession, the greater of (a) 150% of the
monthly rent in effect at the expiration of the Lease Term and other charges
specified herein or (b) that monthly rent that a bona fide potential tenant
ready, willing and able to occupy the Premises but for Tenant's holding over
shall at that time be offering to pay. In the absence of any express, written
agreement between Landlord and Tenant, no act or failure to act by Landlord
shall be deemed an acceptance of Tenant's occupancy for any fixed term (beyond
the term fixed herein) in excess of one month. Nothing herein shall preclude
Landlord from the exercise of any right of re-entry or other remedy under this
Lease or under law.
Section 8.6. REMEDIES CUMULATIVE. Any and all rights and remedies which
the parties may have under this Lease and at law and equity shall be cumulative
and shall not be deemed inconsistent with each other and any two or more of such
rights and remedies may be exercised at the same time insofar as permitted by
law.
Section 8.7. LANDLORD'S RIGHT TO CURE DEFAULTS. Landlord may, but shall not
be obligated, at any time following thirty (30) days' prior written notice to
Tenant, except if in Landlord's reasonable judgment an emergency shall exist,
upon telephonic notice or an attempt to reach Tenant by telephone, to cure any
default of Tenant and whenever Landlord so elects, Tenant shall pay to Landlord,
as additional rent, the reasonable cost thereof, together with reasonable
attorneys fees, if any, incurred by Landlord in completing such cure.
Section 8.8. QUIET ENJOYMENT. Provided Tenant timely pays all rent and
performs and observes all terms, conditions, and covenants of this Lease, Tenant
shall peaceably and quietly hold, have, and enjoy the Premises as provided in
this Lease, without hindrance or interruption from Landlord or anyone claiming
by, through, or under Landlord.
Section 8.9. RULES AND REGULATIONS. Tenant shall comply with all rules and
regulations not inconsistent with the provisions of this Lease which Landlord
promulgates from time to time and which apply uniformly to all occupants of the
Building.
Section 8.10. NOTICES. All notices relating to this Lease shall be in
writing and delivered by registered mail, return receipt requested, or by
overnight express delivery, to the addresses of the respective parties first set
forth above, or to such other address as either party may from time to time in
writing direct the other party.
Section 8.11. ENTIRE AGREEMENT. All negotiations, understandings and
discussions between Landlord and Tenant concerning the Premises are incorporated
within this Lease. No statement, agreement, or understanding, whether oral or
written, not contained in this Lease shall be recognized or enforced.
Section 8.12. AMENDMENT. This Lease shall not be modified except by a
writing executed by Landlord and Tenant. No act or omission or any employee or
agent of Landlord or Tenant shall alter, change, or modify any provision of this
Lease.
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Section 8.13. TIME OF ESSENCE. Time is of the essence with respect to all
periods of time referred to in this Lease.
Section 8.14. RECORDING MEMORANDUM. The recording of this Lease shall
constitute an event of default hereunder. At the request of either party, the
other shall execute a memorandum in form reasonably acceptable to the other
containing the principal non-financial provisions of this Lease for recording.
The party requesting the execution of the memorandum shall be responsible for
the costs of preparing and recording the memorandum.
IN WITNESS WHEREOF, the parties have caused their authorized
representatives to execute this Lease as of the date first above written.
LANDLORD: ADMIRAL ASSOCIATES
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx Xxxxxx
Title: CFO / Treasurer
Duly Authorized
TENANT: XXXXXX TRAFFIC SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chairman
Duly Authorized
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