Exhibit 10.42
AGREEMENT
This AGREEMENT, dated as of the 23d day of April, 1997 (the "Effective
Date"), is made by and between Mutual Properties Stonedale L.P., a Rhode Island
limited partnership having an address of Xxx Xxxxx X. Xxxxxx Xxxxxxx, Xxxx
Xxxxxxx, Xxxxx Xxxxxx 00000 ("Mutual Properties"), and MIM Corporation, a
Delaware corporation having an address of 00 Xxxxx Xxxx, Xxxxx Xxxx, Xxxxx
Xxxxxx 00000 ("MIMI").
WITNESSETH:
WHEREAS, Mutual Properties and MIM have on the Effective Date entered into
a Lease Agreement (the "Lease Agreement") for the lease by MIM, as lessee
thereunder, from Mutual Properties, as lessor, of certain space for general
office and business use in the so-called Stonedale Office Building (the
"Building") located at 1935 Kingstown Road, Peace Xxxx, Rhode Island, such space
known as Suite 101 and measuring approximately 2,691 square feet in area ("Suite
101");
WHEREAS, the Lease Agreement is to remain effective for a period of one
(1) year, with an option in MIM to renew for an additional one (1) year period;
WHEREAS, to meet the contingency of needing additional lease space for
similar use, MIM desires to obtain an option and right of first refusal with
respect to other, adjacent space in the Building; and
WHEREAS, Mutual Properties desires to grant MIM such rights subject to the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises herein contained
and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. For such period as the Lease Agreement is in effect, and provided that
MlM is not in material breach thereunder, MIM shall have an option ("Option") to
lease space in the Building located on the same floor as and across the hall
from Suite 101, such space known as Suite 103 and measuring approximately 1,200
square feet, as shown on Exhibit A hereto ("Suite 103"), together with the
non-exclusive right to use the Common Areas (as defined in the Lease Agreement).
MIM may exercise the Option by giving Mutual Properties written notice thereof
in the manner and at the address specified for the giving of notice under the
Lease Agreement. The parties thereupon shall promptly, but in no event later
than fifteen (15) days after MIM's exercise of the Option, enter into a lease
agreement for the lease of Suite 103 on the same terms and conditions as are set
forth in the Lease Agreement, with such adjustments and modifications as are
necessary based on the difference in leasable floor space and such other
modifications as the parties shall determine. The option right set forth in this
Paragraph I shall be void in the event Mutual Properties offers to lease Suite
103 to MIM pursuant to Paragraph 2 hereof, but shall
once again be effective if MIM does not exercise its right of first refusal
thereunder and Mutual Properties fails to lease the premises to an interested
third party in accordance therewith.
2. For such period as the Lease Agreement is in effect, and provided
that MIM is not in material breach thereunder, MIM shall also have a right of
first refusal to lease Suite 103, together with the non-exclusive right to use
the Common Areas (as defined in the Lease Agreement). Prior to accepting any
offer to lease Suite 103 to a third party, Mutual Properties shall first offer
said premises in writing to MIM, in the manner specified for giving notice under
the Lease Agreement, on the same terms and conditions (including without
limitation the same monthly rental) as those which Mutual Properties is willing
to accept from such third party in good faith. Such offer shall set forth all
such terms and conditions. MIM shall then have fifteen (15) days from the
receipt thereof to accept such offer in writing. If MIM does not accept the
offer to lease during such fifteen (15) day period, the offer will be deemed
rejected. If MIM rejects the offer, Mutual Properties may then lease Suite 103
to the interested third party on terms and conditions no more favorable than
those offered by Mutual Properties to MIM; provided, however, that if Mutual
Properties and such third party do not execute a lease for the premises within
thirty (30) days of MIM's rejection of the offer to lease, MIM's Option under
Paragraph 1 will once again become effective. For purposes hereof, acceptance by
MIM of an offer to lease under this provision shall be deemed effective on the
date such acceptance is hand delivered to Mutual Properties at the address
specified for notice under the Lease Agreement or on the date such acceptance is
sent by certified mail, return receipt requested, to such address.
3. The rights and obligations of the parties under this Agreement
shall be binding on and inure to the benefit of the successors and assigns
thereof.
4. This Agreement shall be governed by the laws of the State of
Rhode Island without regard to its conflicts of laws provisions.
5. This Agreement constitutes the entire agreement of the parties
with respect to the subject matter hereof, and no amendment hereto or
modification hereof shall be effective unless the same is in writing and signed
by both parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized representatives as of the date first above
written.
WITNESS: Mutual Properties Stonedale L.P.
By: STO Real Estate Inc.
Its General Partner
/s/ Xxxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx Pres.
-------------------------------- --------------------------------
Xxxxxxx X. Xxxxxx
Its President
2
MIM Corporation
/s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Its Vice President
3
EXHIBIT A
[Floor diagram of lower level]
