Exhibit 10.7
LEASE AGREEMENT
This LEASE AGREEMENT is entered into this 24th day of APRIL, 1998, by and
between LOS ALAMOS ECONOMIC DEVELOPMENT CORPORATION, a New Mexico corporation
("Landlord") and MANHATTAN SCIENTIFICS, INC. ("Tenant");
WHEREAS, Landlord owns the land and building located at the Small Business
Center Annex, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (the "Property");
WHEREAS, Tenant desires to lease certain space from Landlord within the
Property for the purposes described herein;
WHEREAS, the parties are willing to enter into a Lease Agreement upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, the parties hereby agree as follows:
1. LEASE. Landlord hereby leases to Tenant and Tenant hereby hires and
takes from Landlord that certain space more particularly described as suite 114,
illustrated in attached Exhibit "A", incorporated herein by reference (the
"Leased Premises") together with a right to the non-exclusive use, in common
with the other Tenants of the common areas of the property provided, however,
that Tenant agrees to abide by all reasonable rules and regulations instituted
by or on behalf of Landlord in relation to the common areas.
2. TERM. The term of this lease shall be for a period of 36 MONTHS
commencing on MAY 1, 1998, and terminating at midnight, APRIL 30, 2001, both
dates inclusive, unless sooner terminated as herein provided. Tenant must give
Landlord 30 days written notice before expiration of this Lease Agreement
regarding vacating Leased Premises or negotiation of new Lease. Tenant may
extend the term of this lease in either in one year increments for up to an
additional two years or for a single two year increment by providing notice of
extension to the Landlord. Such notice shall be provided in writing to the
Landlord at least 60 days prior to the expiration of the existing lease term. At
its sole discretion, the Landlord may, for each option year, require a
percentage adjustment in the rental rate equal to the percentage change in the
Consumer Price Index (CPI) produced by the U.S. Bureau of Labor Statistics over
the previous year. The adjustment shall not exceed 4% in any one year.
Alternatively, if there is a decrease in the CPI from the immediately preceding
year, the Landlord shall make a percentage adjustment in the rental rate equal
to the percentage change in the CPI based on request of this adjustment from
Tenant in the notice of extension. Any decrease shall not exceed 1% in any one
year.
3. RENT. The base rental rate is $2,255.00 per month. For years one
LEASE AGREEMENT - Page 2
and two of the lease period, Tenant agrees to pay a total rent of FIFTY-FOUR
THOUSAND ONE HUNDRED TWENTY Dollars ($54,120.00) in lawful money of the United
States of America in equal monthly installments of TWO THOUSAND TWO HUNDRED
FIFTY-FIVE Dollars ($2,255.00) due every month, in advance, to Landlord. For
year three of the lease period, at its sole discretion, the Landlord may require
a percentage adjustment in the base rental rate equal to the percentage change
in the CPI over the previous year. The adjustment shall not exceed 2%.
Alternatively, if there is a decrease in the CPI from the immediately preceding
year, the Landlord shall make a percentage adjustment in the rental rate equal
to the percentage change in the CPI based on written request of this adjustment
from the Tenant prior to the beginning of year three. Any decrease shall not
exceed 1%.
4. LATE PAYMENT CHARGES. Tenant shall be assessed a late payment penalty
by Landlord according to the following schedule:
(a) Should Tenant fail to tender to Landlord its rent payment within 15
days of the date of the Landlord's invoice, a late payment penalty equal to 5%
of the monthly rent shall be assessed against Tenant by Landlord which late
payment penalties shall accompany the rental payment.
(b) Should Tenant fail to tender to Landlord its payment within 30 days of
the date of the Landlord's invoice, a late payment penalty equal to 7.5% of the
monthly rent shall be assessed against Tenant by Landlord which late payment
penalties shall accompany the rental payment.
5. SECURITY DEPOSIT. Tenant has, upon execution of this Lease Agreement,
paid to Landlord a security deposit equal to $2,255.00 which shall be held by
Landlord as security for the payment of any rents owed and any other sums of
money, repairs and renovation on account of damages for which the tenant is
responsible under the terms and conditions of this Lease. Upon termination of
this Lease, any balance of the security deposit remaining after deduction by
Landlord shall be refunded, without interest to Tenant within a reasonable
period of time following termination of the Lease. A statement of all
expenditures made by Landlord pursuant to this paragraph shall be furnished to
Tenant within a reasonable period of time following termination of this Lease.
6. USE OF PREMISES. Tenant agrees to operate and maintain the Leased
Premises throughout the term of this Lease during all hours as technical space,
which shall include the performance of such services as are usually appropriate
to such business. Tenant further agrees to conduct no incidental business on the
Leased Premises without the prior written consent of Landlord. (SEE EXHIBIT D)
LEASE AGREEMENT - Page 3
Tenant further agrees to use the Leased Premises during the term of this
Lease only for lawful purposes. Tenant agrees:
(a) not to suffer or permit the Leased Premises or the improvements
thereon or any part thereof, to be used for any purpose or use in violation of
any law, ordinance, or regulation of any governmental entity, or in any manner
that would constitute a nuisance or any unreasonable annoyance to the owners or
occupants of adjoining or neighboring property, or for any extrahazardous
purpose or in any manner that might violate any policy or policies of insurance
at any time carried on the building by Landlord;
(b) not to keep or permit to be kept thereon any gasoline or other
combustible petroleum product without first obtaining the written consent of
Landlord and all insurance companies carrying fire insurance, rental insurance
or other insurance on the Property; (SEE EXHIBIT D)
(c) not to suffer or permit the Leased Premises or the improvements
thereon or the part thereof to be used in any manner that will injure or impair
the structural strength of any building or improvement construction thereon; and
(d) not to suffer or permit to be installed or used on the property or in
any of the improvements any machinery or apparatus the weight or vibration of
which would tend to injure or impair the structural strength of such
improvements.
7. POSSESSION. If Landlord is unable to give possession of the Leased
Premises to Tenant on the commencement date of the Lease as provided for in
paragraph 2 of this Lease, because of:
a) the holding over or retention of possession by any Tenant, Tenants or
occupants;
b) fire, acts of God or other events not under control of the Landlord; or
c) for any other reason, the Landlord shall not be subject to liability to
Tenant for the failure to give possession on commencement date. If Landlord is
unable to give Tenant possession of the Leased Premises, the rent payments due
Landlord by Tenant shall not commence until the Leased Premises are available
for occupancy by Tenant. No such failure to give possession at the commencement
on the date of this Lease shall affect the validity of this Lease or the
obligations of Tenant hereunder, except as to abatement of rent during any such
period of non-occupancy, nor shall the same be construed to extend the term of
this Lease.
LEASE AGREEMENT - Page 4
8. SERVICES. Landlord shall provide to or on behalf of Tenant, subject to
guidelines, rules, and regulations promulgated by or on behalf of Landlord from
time to time, the following described services:
(a) A receptionist during regular business hours for directing visitors to
the Leased Premises;
(b) The use by Tenant of the conference room located on the Property for
the total period of two hours per month which period shall be non-cumulative;
(c) A photocopier machine which shall be available to Tenant on a first
come, first serve basis subject to a per copy charge;
(d) A telephone system as more particularly described in attached Exhibit
"B" incorporated herein by reference (It is understood that the Tenant is not
obligated to utilize the telephone system provided by Landlord; however, the
Landlord's system must be utilized by Tenant if Tenant desires to have its phone
answered by Landlord's receptionist which answering service shall be subject to
the charges set forth in Exhibit ("B"); and
(e) Landlord may, from time to time, provide such other services to Tenant
as Landlord, in its sole and absolute discretion shall determine.
9. UTILITIES. The cost of utilities. including gas, electric, water, sewer
and municipal garbage removal charges, is incorporated within the Tenant's rent
as set forth in paragraph 3 of this Agreement. (SEE EXHIBIT C)
10. MAINTENANCE AND REPAIRS. Tenant shall take care of the interior (other
than structural portions) of the Leased Premises and the fixtures and
appurtenances therein and at its sole cost and expense make all non-structural
repairs thereto as and when needed to preserve them in good working order and
condition. All damage or injury to the Leased Premises and to its fixtures,
glass, appurtenances and equipment caused by Tenant moving property in or out of
the Property or by tenant's installation or removal of furniture, fixtures, or
other property, or resulting by tenant-caused fire, explosion, air conditioning
unit or systems, short circuits, leakage of water, stream, or any other cause of
any other kind or nature whatsoever due to carelessness, omission, neglect,
improper conduct or other cause of Tenant, its servants, employees, agent,
visitors, or licensees shall be repaired, restored or replaced promptly by
Tenant at its sole cost and expense to the reasonable satisfaction of Landlord.
All the aforesaid repairs, restorations and replacements shall be in good
quality and class equal to the original work or installation and shall be done
in a good and workmanlike manner. If Tenant fails to make such
LEASE AGREEMENT - Page 5
repairs, restorations, or replacements, the same may be made by Landlord upon
prior written notice at the expense of Tenant and all reasonable sums to be
spent and expenses incurred by Landlord shall be collectable as additional rent
and shall be paid by Tenant within thirty (30) days after rendition of the ▇▇▇▇
or statement therefore to Tenant by Landlord. Tenant further agrees that it
shall, at its own expense, furnish all necessary janitorial and cleaning
services which are appropriate for the maintenance of the Leased Premises.
11. ALTERATIONS. Tenant shall make no major alterations, decorations,
additions or improvements in or to the Leased Premises without the Landlord's
prior written consent, but Landlord agrees that such consent shall not be
unreasonably withheld. As a condition precedent to the Landlord's consent,
Tenant shall deliver to Landlord written plans and specifications for all such
work. Tenant shall comply with all governmental rules and regulations in
connection with such work and shall prevent any lien or obligation from being
created against or imposed upon the Leased Premises and will discharge all liens
or charges for services rendered or material furnished immediately after said
liens occur or said charges become due and payable.
All alterations, additions, erections or improvements on or in the Leased
Premises at the expiration of this Lease, except trade fixtures shall, at the
option of Landlord, become a part of the Leased Premises, and shall remain upon
and be surrendered with the Leased Premises as part thereof at the termination
of the Lease. Should Tenant fail to remove any furniture or fixtures or personal
property of any kind, then the same shall be considered as abandoned and become
the property of Landlord. In the event Landlord requests Tenant to remove
additions or alterations, Tenant, at its expense, shall, upon expiration of the
term of this Lease, restore the Leased Premises to the same and as good an order
and condition as when the same were entered upon by Tenant, ordinary wear and
tear accepted; and in default thereof, Landlord may perform such removals and
repairs and Tenant shall pay Landlord the cost thereof as additional rent.
12. LANDLORD'S RIGHT OF ACCESS. Landlord or Landlord's agents shall have
the right to enter the Leased Premises at reasonable hours to examine the same,
to show the Leased Premises to prospective purchasers or lessees of the Leased
Premises and to make necessary decorations, repairs, alterations, improvements,
or additions as Landlord may deem necessarily desirable either to the Property
or to the Leased Premises without unreasonable interruption of Tenant's business
in the Leased Premises, and Landlord shall be allowed to take all material into
and upon the Leased Premises that may be required therefore without the same
constituting an eviction of Tenant in whole or in part and the rent shall be in
no way abated while the decorations, repairs, alterations, improvements, or
additions are being made, by reason of loss or interruption of business of the
Tenant because of the prosecutions of any such work, or otherwise.
LEASE AGREEMENT - Page 6
13. ASSIGNMENT AND SUBLETTING. Tenant shall not transfer, assign, sublet,
enter into license or concession agreements, change ownership, mortgage or
hypothecate this Lease of the Tenant's interest in and to the Leased Premises
without the prior written consent of Landlord. Any attempt to transfer, assign,
sublet, license or concession agreement, change of ownership, mortgage or
hypothecation without the Landlord's consent shall be void and confer no rights
upon any third party. Without in any way limiting the Landlord's right to refuse
to give consent for any other reason or reasons, the Landlord reserves the right
to refuse to give such consent, if in Landlord's reasonable business judgment
the financial worth of the new Tenant is less than that of the Tenant executing
this Lease nothing herein contained shall relieve Tenant from its covenants and
obligations for the term of this Lease. Tenant agrees to reimburse Landlord's
reasonable attorneys' fees incurred in connection with the processing and
documentation of any such requested transfer, assignment, subletting, licensing
or concession agreement, change of ownership mortgage or hypothecation of this
Lease or Tenant's interest in or to the Leased Premises. Each transfer,
assignment, subletting, license, concession agreement, mortgage or hypothecation
to which there has been consent shall be by an instrument in writing and in form
satisfactory to Landlord. (SEE EXHIBIT E)
14. INSURANCE AND INDEMNITY
(a) Duty of Landlord. The Landlord, at its own cost and expense, shall
keep the Property insured during the term of this Lease against loss or damage
by fire or other hazard. Landlord shall further maintain, at its own cost,
liability insurance on the common areas.
(b) Duty of Tenant. Tenant shall, during the term of the Lease hereof,
keep in full force and effect a policy of public liability and property damage
insurance with respect to the Leased Premises, its contents and the business
conducted by Tenant in the Leased Premises. All property of all kind that may be
on or in the Leased Premises during the term of this Lease shall be at the sole
risk of Tenant, Landlord shall not be liable to Tenant or any other person from
any injury, loss or damage to the Property of or to any person on the Leased
Premises.
(c) Indemnification. Landlord and Tenant will each indemnify and save the
other harmless from and against any and all claims, actions, damages, liability
and expenses in connection with the loss of life, personal injury in/or damage
to the property arising from or out of any occurrence in, upon or at the Leased
Premises or the occupancy or use by Tenant of the Leased Premises, in common
areas or any part thereof, or occasioned wholly or in part by any act or
omission by the other, its agents, contractors, employees, servants or lessees.
In case either party shall, without fault on its own part, be
LEASE AGREEMENT - Page 7
made a party to any litigation commenced by or against the other, then the party
commencing litigation or against whom litigation is commenced shall protect and
hold the other harmless and shall pay the other's costs and reasonable
attorneys' fees incurred or paid by the other in connection with such
litigation.
15. QUIET ENJOYMENT. Landlord represents that:
(a) Landlord is rightful lessor of the Property and the Leased
Premises and has the right to make this Lease.
(b) Tenant, upon paying the rent herein reserved and upon
performance of all terms and conditions of this Lease, shall at all times during
the term of this Lease, peacefully and quietly have, hold and enjoy the Leased
Premises.
16. SURRENDER. Tenant shall surrender and deliver the Leased Premises,
together with all fixtures and improvements presently in the Leased Premises, at
the expiration of this Lease or sooner termination of the term, in good repair
and condition, broom-clean and free of Tenant's property. It is agreed that if,
after the expiration of this Lease, Tenant shall, with the Landlord's written
consent remain in the possession of the Leased Premises and shall continue to
pay rent, such Tenant shall be regarded as a Tenant from month-to-month. Tenant
shall request such month-to-month status at least 60 days prior to expiration of
the existing agreed upon termination date, in which event, the month-to-month
rent shall be the amount paid for rent during the last month of tenancy under
this lease prior to the commencement of the month-to-month arrangement. If the
Tenant fails to give at least 60 days notice, then the month-to-month rent shall
be equivalent to one hundred fifty percent (150%) of the monthly rental
installments called for hereunder for the last month of the Lease or any
extensions hereof. The Tenant, while in month-to-month status, shall otherwise
be subject to all the terms and conditions of this Lease. Landlord or Tenant may
terminate this month-to-month tenancy with 30 days written notice to the other
party.
17. EVENT OF DEFAULT. If any one or more of the following happen
(hereinafter called an "Event" or "Events of Default"):
(a) If default shall be made in the punctual payment of rent payable
under this Lease when and as the same shall become due and payable, and such
default shall continue for a period of ten (10) days after written notice of
default is sent to Tenant; or
(b) If default shall be made by Tenant in the performance or
compliance with any of the covenants, agreements, terms, or conditions contained
in this Lease other than that referred to in the foregoing subparagraph (a), and
such default shall continue for
LEASE AGREEMENT - Page 8
a period of ten (10) days after written notice is sent thereof from Landlord to
Tenant, or in the case of default for a contingency which cannot with due
diligence be cured within such period of ten (10) days, Tenant fails to proceed
promptly and with all due diligence to cure the same and hereafter to prosecute
the curing of such default with all due diligence (it being intended that in
connection with the default not susceptible to being cured with due diligence
within ten (10) days that the time of Tenant in which to cure the same shall be
extended for such period as may be necessary to complete the same with all due
diligence); or
(c) If Tenant shall file a voluntary petition in bankruptcy court or
shall be adjudicated bankrupt or insolvent, or shall file any petition or answer
seeking any reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under the present or any future federal
bankruptcy code or any other present or any future federal bankruptcy code or
any other statutory law, or shall seek to consent to or acquiesce in the
appointment of any receiver, or liquidator of Tenant or of all or any
substantial part of its properties or of the Leased Premises; or
(d) If within sixty (60) days after the commencement of any
proceeding against Tenant seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution, or similar relief under the present or
any future applicable federal, state or other statutory law, such proceeding
shall not have been dismissed, or within sixty (60) days after the appointment
without the consent or acquiescence of Tenant, or of any Trustee, receiver or
liquidator of Tenant or of all or any substantial part of its properties or the
Leased Premises, such appointment shall not have been vacated or stayed on
appeal or otherwise, or if within sixty (60) days after the expiration of any
such stay, such appointment shall not have been vacated; THEN, AND IN ANY SUCH
event Landlord, at any time thereafter, may give notice to Tenant specifying
such Event of Default or Events of Default and stating that this Lease and the
term thereof shall expire and terminate on the date specified in such notice
which shall be ten (10) days after the giving of such notice, and upon the date
specified in such notice, this Lease and the Term thereof shall expire and
terminate and Tenant shall remain liable as hereinafter provided, unless before
any such notice of termination of this Lease is mailed to, or served Tenant, all
arrears of rent and other amounts payable under this Lease, together in each
case with interest thereon at the rate of ten (10%) per annum from the date when
the same became due and payable and all costs and expenses incurred by or on
behalf of Landlord in regard to the Leased Premises, including reasonable
attorneys' fees, shall be then fully paid for on behalf of Tenant, and all other
defaults at the time existing under this Lease shall have been fully cured and
made good or secured to the satisfaction of Landlord, in which event the
consequences of such Event of Default shall be deemed to be annulled.
LEASE AGREEMENT - Page 9
Upon any such expiration or termination of this Lease, Tenant shall quietly and
peacefully surrender the Leased Premises to Landlord, without any payment
therefor by Landlord, then Landlord upon or at any time after such expiration or
termination, may without further notice, enter upon or re-enter the Leased
Premises and possess and repossess itself thereof by, summary proceedings,
ejectment, or other legal process, and may dispossess Tenant and remove Tenant
and all other persons and property from the Leased Premises without being liable
to prosecution therefor.
18. Notice. All and any notice required to be given hereunder by the
parties shall be either hand delivered or properly mailed, postage prepaid to
the parties as follows:
Landlord: Los Alamos Economic Development Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tenant: MANHATTAN SCIENTIFICS, INC.
▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
ATTN: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ OR ▇▇. ▇▇▇▇▇ ▇▇▇▇
19. Parking. Tenant, its business invitees and licensees shall have the
right to use, in common with the other tenants, during normal business hours,
the parking lots located on the Property. Tenant shall respect the right of
other tenants, their business invitees and licensees to use the parking lot and
under no circumstances shall Tenant have the right to park vehicles overnight in
the parking lot. Vehicles in violation of this provision shall be towed and
their owners shall assume all risk and expense for such towing. No vehicles,
including motorcycles, shall be parked in driveways, sidewalks, or patios.
Bicycles should not be parked where they affect pedestrian movement, and shall
not be left in common areas of the property. (SEE EXHIBIT D)
20. Common Areas. Landlord shall keep the common area in good repair and
in clean condition. Landlord shall specifically provide all necessary janitorial
and cleaning services, care and maintenance of the common areas, including
wiring and plumbing for the property.
21. Signs. Landlord shall provide, at its own expense, a directory of
Property's tenants near the entrance of the Property and a sign on the door of
the Leased Premise. Any additional signs which the Tenant may wish to erect
shall only be permitted with the prior written consent of Landlord. Landlord
agrees to work with the tenant in good faith to meet the tenant's desires for
reasonable signage at the property.
LEASE AGREEMENT - Page 10
22. Miscellaneous.
(a) Unenforceable Provisions. If any provisions of this Lease shall
be declared invalid or unenforceable, the remainder of this Lease shall continue
in full force and effect.
(b) Successors or Assigns. The covenants and agreements herein
contained shall, subject to the provisions of this Lease, bind and inure to the
benefit of the Landlord, its successors and assigns and of Tenant, its
successors and assigns except as otherwise provided herein.
(c) Additional Provisions. Additional materials and provisions are
set forth in attached Exhibits "A-E" to this Lease which are incorporated herein
by reference. If there is a conflict between the terms and conditions of this
Lease and the Additional Provisions, the Additional provisions shall control.
(d) Non-Waiver of Default. The failure of Landlord to take any
action with respect to any default by Tenant under this Lease, shall not
constitute a waiver by Landlord of any of its respective rights under this
Lease.
(e) Amendment. This Lease constitutes the total understanding of the
parties and no modification hereof shall be effective except when in writing and
signed by all parties hereto.
(f) Nondiscrimination. There shall be no discrimination based on
race, color, creed, national origin or gender in the use and occupancy of the
Leased Premises.
(g) Governing Law. This Lease is made in the State of New Mexico and
its validity and the rights and obligations of the parties hereunder shall be
determined in accordance with the laws of the State of New Mexico.
(h) Non-Disturbance. Landlord represents and warrants that, in the
event that any mortgagee of any mortgage upon the property, or any other third
party, shall succeed to the rights and interests of the Landlord in and to this
Lease, whether by foreclosure or otherwise, then (1) Tenant shall not be joined
as a party defendant in any action, and (2) neither this Lease nor the Tenant's
rights hereunder shall be affected in any way, and any such third party shall
recognize Tenant as a direct tenant hereunder under all the terms and conditions
hereof without modification or exception.
LEASE AGREEMENT - Page 11
(i) Environmental Matters. Landlord represents and warrants that
there are no past or present violations of any environmental law, rule, or
regulation, or the like, whether state, local, or federal (the "Environmental
Laws"), with respect to the Property. Landlord hereby indemnities Tenant, holds
Tenant harmless, and agrees to defend Tenant with respect to any actual or
threatened liability based upon (1) any breach of the aforesaid representations;
and (2) any fixture violation of Environmental Laws caused by Landlord. For
purposes of this subparagraph, the word "present" means up to and including the
day on which Tenant takes exclusive physical possession of the Leased Premises.
(j) Landlord Allowance for Improvements, Landlord shall contribute
$6,198.00 in rental credits and services toward Tenant renovation of the Leased
Premises to make them suitable for intended uses. Landlord shall make the leased
premises available to the Tenant without rental charge between the time that
this Lease is signed and the security deposit is remitted and the beginning of
the term of this Lease to allow for renovation prior to tenancy. In
consideration for these allowances, Tenant shall, at a minimum, install new
flooring and ceiling panels and finish and paint interior walls. Tenant
renovations shall be considered approved alterations as described in section 11
of this lease.
Landlord has performed work/services valued at $398.00 against the allowance.
The remainder of the allowance, $5,800.00, shall be credited in four equal
installments of $1,450.00 against the first four invoices issued to the tenant
for rent and other charges.
(k) Casualty; Eminent Domain. If the leased premises are destroyed
by fire, explosion, flood, earthquake, or any other cause outside of the
Landlord's control during the Term, and Leased Premises are rendered unusable by
Tenant for their intended purpose and cannot be fully repaired and restored
within 60 days from such destruction, Tenant may, at its option, declare this
Lease null and void from the date of such destruction, and all unearned rent
shall be returned to Tenant. If the leased premises are taken by public or
quasi-public authority under any power of eminent domain or condemnation, this
Lease shall terminate.
LEASE AGREEMENT - Page 12
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease on the
day and year above written.
LANDLORD:
Los Alamos Economic Development Corporation
BY: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Its Executive Director
TENANT: MANHATTAN SCIENTIFICS, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------------
Its Secretary
EXHIBITS BY ATTACHMENT:
A - Leased Premises
B - Telephone Agreement
C - Utilities Usage
D - Use Approvals
E - Sublet Approvals
LEASE AGREEMENT - Page ▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ )
) ss.
COUNTY OF LOS ALAMOS)
This Lease was acknowledged before me this 24 day of April, 1998 by ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, Executive Director of the Los Economic Development Corporation, a New
Mexico Corporation, on behalf of said Corporation.
[SEAL]
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ June 7, 2001
----------------------------------- ---------------------------------------
Notary Public My Commission Expires
ACKNOWLEDGMENT FOR NATURAL PERSONS
STATE OF NEW MEXICO )
) ss.
COUNTY OF LOS ALAMOS)
This Lease was acknowledge before me this _______ day of ________________ , 19__
by _____________________________.
----------------------------------- ---------------------------------------
Notary Public My Commission Expires
ACKNOWLEDGMENT FOR CORPORATION
STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
This Lease was acknowledged before me this 24th day of April, 1998 by MANHATTAN
SCIENTIFICS, INC. a Delaware Corporation, on behalf of said Corporation.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ May 16, 1998
----------------------------------- ----------------------------------------
Notary Public My Commission Expires
▇▇▇▇ ▇. ▇▇▇▇▇▇
NOTARY PUBLIC, STATE OF NEW YORK
#01VU5027666/COMM. EXP. 5/16/98
QUALIFIED IN KINGS COUNTY
EXHIBIT B
AGREEMENT FOR TELEPHONE SERVICE IN THE
LOS ALAMOS SMALL BUSINESS CENTER
This agreement is entered into on the 24th day of April, 1998 by and between the
Los Alamos Economic Development Corporation (hereinafter called "LAEDC") and
MANHATTAN SCIENTIFICS, INC., of Los Alamos, NM (hereinafter called
"Subscriber").
Whereas, LAEDC operates a business telephone system in Los Alamos, NM and the
Subscriber desires to be included in this system:
Now, therefore, the parties agree as follows:
1. Number of Telephone Lines: The Subscriber agrees to lease, the LAEDC agrees
to provide 4 line (s) through the LAEDC's telephones systems. The Subscriber is
aware that from time-to-time, the LAEDC may not be able to provide all of the
lines desired by the Subscriber due to limitations of the LAEDC telephone system
or the equipment provided by US West that is required to operate the LAEDC
system.
2. Telephone Instrument & Accessories: The Subscriber agrees to lease, and the
LAEDC agrees to provide, the following telephone instruments and accessories:
4-INSTRUMENTS
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The Subscriber understands that this equipment is property of the LAEDC and
cannot be modified or altered in any way without the consent of the Executive
Director of the LAEDC or his Administrative Assistant. The LAEDC agrees to
provide this equipment in good working order and will take steps to replace or
repair any malfunctioning equipment.
3. Telephone Answering Service: Subject to alteration of LAEDC phone system
services, the LAEDC agrees to PROVIDE telephone answering service as part of
this agreement. If provided, the LAEDC agrees to take messages for the
Subscriber between 8:00 a.m. - 5:00 p.m. on weekdays except official LAEDC
holidays. The Subscriber
understands that the LAEDC will not take messages from callers who are abusive
or obscene.
4. Consideration: In return for the aforementioned services and equipment, the
Subscriber agrees to pay the LAEDC $280.00 per month, due and payable on the
first day of the month for which the equipment and services are provided. The
Subscriber also agrees to pay for additional charges that are incurred on their
telephone line(s), such as long distance and directory assistance calls. An
itemized statement of such additional charges shall be provided with ▇▇▇▇▇▇▇▇.
The Subscriber understands that he/she is responsible for the cost of initiating
or modifying their phone service. The LAEDC, at the request of the Subscriber
will obtain an estimate of installation or modification costs for the
Subscriber's review and approval. The Subscriber understands that the cost to
the LAEDC of operating its telephone system is affected by decisions by US West
and the New Mexico State Corporation Commission, and agrees that the LAEDC may
increase the cost of service to the Subscriber at any time when its costs are
increased by US West or the Corporation Commission. In turn, the LAEDC agrees to
provide, upon the Subscriber's request, an explanation and a justification for
the amount of increase in the LAEDC's charges to the Subscriber.
Further, the Subscriber understands that, because a State Corporation Commission
tariff requires that all telephones on the LAEDC system be charged on a
metered-basis for local calls, the LAEDC may require the Subscriber to pay an
additional charge if the Subscriber has extensive local call usage.
5. Term of this Agreement: The term of this agreement shall be co-terminus with
the term of the basic lease agreement of which this agreement is an attachment
including any extensions or modifications.
In witness whereof, the parties hereto have executed this Agreement this 24th
day of April, 1998.
Subscriber:
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇, Secretary
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LAEDC:
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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EXHIBIT C
Tenant shall inform Landlord of use of equipment or devices, if any, that
are likely to contribute to significantly higher consumption of utilities than
might be reasonably anticipated with office or light lab uses. Landlord shall
inform Tenant of unanticipated changes in facility utility costs for the purpose
of determining whether Tenant activities are causing costs in excess of might be
reasonably anticipated with office or light lab uses. In either case, both
parties shall negotiate in good faith to mutually agree upon Tenant
responsibility, if any, for higher than anticipated utility usage and rental
surcharges, if any, to be charged to Tenant for such usage.
EXHIBIT D
1. The Landlord hereby approves the use by the tenant of the Leased Premises
for lawful technical purposes necessary and incidental to the Tenant's
business of research and development. Landlord acknowledges and approves
that the Tenant may use and store limited quantities of alcohol and
similar solvents and materials necessary for their business. Storage shall
be in proper cabinets and facilities as required by the insurance
companies covering the Leased Premises.
2. The Landlord recognizes that the tenant may be using the Leased Premises
at times and periods that do not conform to normal business hours and,
therefore, may have vehicles present in the parking lots at these times.
Such parking is approved providing that the vehicle operators are
physically present at the Leased Premises and are able to move the
vehicles if required to facilitate snow removal and maintenance activities
of the Landlord.
EXHIBIT E
Landlord hereby consents to Tenant subletting of the Leased Premises to Energy
Related Devices, Inc., Tamarack Storage Devices, Inc., and/or to their
affiliates, related companies, subsidiaries, officers, or strategic partners
with which any of the forgoing have entered into and are actively working on a
contract with respect to scientific research and development collaborations. All
of the provisions of this Lease with respect to Tenant responsibilities and
Landlord rights shall be incumbent upon such subtenants.
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Los Alamos Economic Development Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ [LOGO] LAEDC
▇▇▇-▇▇▇-▇▇▇▇ (fax) ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
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LEASE ADDENDUM NUMBER: 1 DATE: August 10, 1998
LEASE ADDENDUM
This LEASE ADDENDUM is made and entered into by and between LOS ALAMOS ECONOMIC
DEVELOPMENT CORPORATION, the Landlord and Manhattan Scientifics, Inc., the
Tenant, to modify the lease agreement dated May 1,1998, (currently in effect) as
follows:
SECTION 1, LEASE. Add Space 206 at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ to the description
of the property being leased.
SECTION 3, RENT. Revise the base rental from $2,255.00 to $2,970.00 per
month.
The effective date of this change is August 10, l998. The rent for the added
space prorated for the period of August 10 through August 31, 1998 is $472.00.
All other terms, covenants, conditions and agreements of the Lease shall remain
in full force and effect.
In witness whereof, the duly authorized representatives of Landlord and Tenant
have executed this Addendum.
TENANT LANDLORD
Manhattan Scientifics, Inc. Los Alamos Economic Development Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------- ----------------------------------------
Its: Secretary & Director Its: Executive Director
------------------------------- ---------------------------------------
Date: Sept. 9, 1998 Date: 9-9-98
------------------------------ --------------------------------------
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------- ----------------------------------------
Notary Public Notary Public
5-16-00 June 7, 2001
----------------------------------- ----------------------------------------
My Commission Expires My Commission Expires
▇▇▇▇ ▇. ▇▇▇▇▇▇
NOTARY PUBLIC, STATE OF NEW YORK
#01VU5027666/COMM. EXP. 5/16/00
QUALIFIED IN KINGS COUNTY
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Los Alamos Economic Development Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ [LOGO] LAEDC
▇▇▇-▇▇▇-▇▇▇▇ (fax) ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
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LEASE ADDENDUM NUMBER: 1 DATE: August 10, 1998
LEASE ADDENDUM
This LEASE ADDENDUM is made and entered into by and between LOS ALAMOS ECONOMIC
DEVELOPMENT CORPORATION, the Landlord and Manhattan Scientifics, Inc., the
Tenant, to modify the lease agreement dated May 1,1998, (currently in effect) as
follows:
SECTION 1, LEASE. Add Space 206 at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ to the description
of the property being leased.
SECTION 3, RENT. Revise the base rental from $2,255.00 to $2,970.00 per
month.
The effective date of this change is August 10, 1998. The rent for the added
space prorated for the period of August 10 through August 31, 1998 is $472.00.
All other terms, covenants, conditions and agreements of the Lease shall remain
in full force and effect.
In witness whereof, the duly authorized representatives of Landlord and Tenant
have executed this Addendum.
TENANT LANDLORD
Manhattan Scientifics, Inc. Los Alamos Economic Development Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------- ----------------------------------------
Its: Secretary & Director Its: Executive Director
------------------------------- ---------------------------------------
Date: Sept. 9, 1998 Date: 9-9-98
------------------------------ --------------------------------------
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------- ----------------------------------------
Notary Public Notary Public
5-16-00 June 7, 2001
----------------------------------- ----------------------------------------
My Commission Expires My Commission Expires
▇▇▇▇ ▇. ▇▇▇▇▇▇
NOTARY PUBLIC, STATE OF NEW YORK
#01VU5027666/COMM. EXP. 5/16/00
QUALIFIED IN KINGS COUNTY
