COMMERCIAL LEASE
Landlord: Riverview Historical Plaza
P.O. Box M-2108
Hoboken, New Jersey 07030
Tenant: Meta 4 Inc., A Delaware Corporation
Xxxxxxxx Xxxxxx Xxxxx 000
Xxxxxxxxx, XX 00000
Term of Lease: 3 Years Lease Date: May 7, 1997
Beginning: June 1, 1997
Ending: May 31, 2000
Security $ 4,550.84 Base Annual Rent: $ 27,305.00
Initial Monthly Rent: $2,275.42
Payable on 1st of each month to Landlord.
Rental Space: A portion of the 4th Floor known as Suite C consisting of 1270
rentable square feet (+ or -).
Use of Space: Commercial Use Only.
Xxxxxx agrees to lease the space from Landlord for the Term and
Xxxx stated according to the terms and conditions contained
herein and as follows:
1. Possession and Use
Landlord shall give possession of the Rental Space to Tenant for the Term.
Tenant shall take possession of and use the Rental Space for the purpose stated
above. Tenant may not use the Rental Space for any other purpose without the
prior written consent of Landlord.
Tenant shall not use the Rental Space for any unlawful or hazardous
purpose.
Tenant shall not use the Rental Space in any manner that results in (1) an
increase in the rate of fire or liability insurance or (2) cancellation of any
fire or liability insurance policy on the Rental Space. Tenant shall comply with
all requirements of the insurance companies insuring the Rental Space. Tenant
shall not abandon the Rental Space during the Term of this Lease or permit it to
become vacant in excess of 30 consecutive days.
If due to Tenant's use of the Rental Space, Landlord cannot obtain and
maintain fire insurance on the Building in an amount and form reasonably
acceptable to Landlord, Landlord
may cancel this Lease on 30 days' notice to the Tenant. If due to
Tenant's use of the Rental Space the fire insurance rate is
increased, the Tenant shall pay the increase in the premium to the
Landlord on demand.
2. No Assignment or Subletting
Tenant may not do any of the following without the prior written consent of
Landlord: (a) assign this Lease (if the Tenant is a corporation, the sale of a
majority of its shares shall be treated as an assignment) (b) sublet all or any
of the rental part of rental space or (c) permit any other person or business to
use the rental space.
3. Rent
Tenant shall pay the rent to Landlord at Landlord's address without set-off
or abatement of any kind for any reason. If Tenant fails to comply with any
terms or conditions in this Lease, Landlord may do so on behalf of Xxxxxx and
charge the cost to comply, including reasonable attorneys' fees, to Tenant as
"additional rent." The additional rent be due and payable immediately.
Non-payment of additional rent shall give Landlord the same rights against
Tenant as if Xxxxxx failed to pay the rent.
4. Security
Tenant has given to Landlord the Security stated above which shall be held
by Landlord during the Term of this Law. Landlord may deduct from the security
any expenses incurred in connection with Xxxxxx's violation of agreement in this
Lease.
At the end of Lease, if Tenant does not leave the rental space in good
condition, the Security may be used to put it in good condition. If the amount
of damage exceeds the Security, Tenant shall immediately upon demand pay the
additional amount to Landlord.
If Landlord uses the Security or any part of it during the Lease to cure
any Tenant deficiency, Tenant shall immediately on demand restore the amount
used. The amount of the Security is to remain constant throughout the Term.
Security is never to be used by Tenant for the payment of Rent. Landlord shall
repay to Tenant any balance remaining within a reasonable time after the end of
the Term. Tenant shall not be entitled to interest on the Security.
If the Landlord's interest in the Rental Space is transferred, the Landlord
shall turn over the Security to new Landlord and notify Tenant of the name and
address of new Landlord. Landlord shall then no longer be responsible to
the Tenant for the repayment of the Security. The new Landlord shall be
responsible to Tenant for the Security in accordance with the terms of this
Lease.
5. Liability Insurance
Tenant shall obtain, pay for, and keep in effect for the benefit of
Landlord and Tenant, public liability insurance on the Rental Space. The
insurance company and the broker must be acceptable to the Landlord. This
coverage be in at least the minimum amounts of $1,000,000 per person personal
injury, $2,000,000 aggregate per incident and $1,000,000 property damage and
name Landlord as and additional insured.
All policies shall state that the insurance company cannot cancel or refuse
to renew without at least 30 days' written notice to Landlord.
Tenant shall deliver adequate proof of a valid policy to Landlord with
proof of payment of the first year's premiums. This shall be done not less than
15 days before the start of the Term. Tenant shall deliver a renewal policy to
Landlord with proof of payment not less than 15 days before the expiration date
of each policy. The policy shall contain a waiver of any subrogation against
Landlord by Xxxxxx's insurance carrier.
6. Water Damage
The Landlord stall not be liable for any damage or injury to any persons or
property caused by the leak or flow of water from or into any part of the
Building from any cause or source whatsoever except for gross negligence of
Landlord.
7. Liability of Tenant
The Tenant is liable for any loss, injury or damage to any person or
property caused by the act or neglect of Tenant, Tenant's employees, agents or
invitees or occasioned by Tenants use or occupancy of the premise. Tenant shall
hold harmless and defend the Landlord from and reimburse the Landlord for any
claim, liability, damage and costs resulting from any injury or damage due to
the act or neglect of Tenant, Xxxxxx's employees, agents or invitees.
8. Real Estate Taxes
Landlord shall pay the yearly Municipal Real Estate Taxes on the Building.
Tenant shall pay its pro-rata share (3%) of any Increase in the Municipal Real
Estate Taxes over the tax for the Base Year. Tenant shall pay this amount yearly
in one sum within 30 days of Landlord's written request as to any amount
notified. Any amounts not yet due shall be prorated monthly over the balance of
the year.
9. Acceptance of Rental Space
Xxxxxx has inspected the Rental Space and agrees that the Rental Space is
in satisfactory condition. Xxxxxx accepts the Rental Space "as is." Landlord is
to paint and re-carpet.
10. Quiet Enjoyment
Xxxxxxxx has the right to enter into this Lease. If Tenant complies with
this Lease, Landlord must provide Tenant with undisturbed possession of the
Rental Space.
11. Utilities and Services
Tenant shall arrange and pay for the following utilities
and services required for the Rental Space:
(a) Tenant Electric
(b) HVAC - after business hours/weekends/holidays
The Landlord shall pay for the following utilities and services:
(a) Base HVAC
(b) Water & Sewer
(c) Cleaning
The Landlord is not liable for any inconvenience or harm caused by any
stoppage or reduction of utilities and services. This does not excuse Tenant
from paying Rent except for gross negligence of Landlord.
12. Tenant Compliance and Maintenance
Tenant shall:
(a) Promptly comply with all laws, orders, rules and requirements of
governmental authorities, insurance carriers, board of fire underwriters, or
similar groups.
(b) Maintain the Rental Space and all equipment and fixtures in it in good
repair and appearance.
(c) Make all necessary repairs to the Rental Space and all equipment and
fixtures in it, except structural repairs.
(d) Maintain the Rental Space in a neat, clean, safe, and sanitary
condition, free of all garbage.
(e) Keep walks, entrances, hallways, and stairs clean and free from its
debris and trash.
(f) Use all electric, plumbing and other facilities in the Building safely.
(g) Use no more electricity than the wiring or feeders to the Rental space
can safely carry.
(h) Promptly replace all broken glass in the Rental Space.
(i) Do not destroy, deface, damage or remove any part of the Rental Space.
(j) Keep nothing in the Rental Space which is hazardous, flammable,
dangerous or explosive or which might increase the danger of fire or other
casualty.
(k) Promptly notify the Landlord when there are conditions which need
repair.
(1) Do nothing to destroy the peace and quiet of Landlord, other tenants,
or persons in the neighborhood.
(m) Avoid littering in the building or on its grounds.
Tenant shall pay any expenses involved in complying with the above.
13. Landlord's Repairs and Maintenance
Landlord shall:
(a) Maintain the public areas, roof and exterior walls in good
condition.
(b) Make all structural repairs unless these repairs are made
necessary by the act or neglect of Tenant or Tenant's employees, agents or
invitees.
(c) Make necessary replacements of the plumbing, cooling, heating and
electrical systems, except when made necessary by the act or neglect of the
Tenant or the Tenant's employees, agents or invitees.
(d) Maintain the elevators in the Building.
14. Consent for Alterations
Tenant may not make any changes or additions to the Rental Space without
Landlord's prior written consent. Any changes or additions made without
Xxxxxxxx's written consent shall be removed by Tenant on demand.
All changes or additions made with Xxxxxxxx's written consent shall become
the property of the Landlord when completed and paid for by Tenant. They shall
remain as part of the Rental Space at the end of the Term. Landlord may demand
that Tenant remove any changes or additions at the end of the Tenn and restore
the Rental Space to its prior configuration and condition at Tenant's expense.
Tenant shall promptly pay for all costs of any permitted changes or additions.
Tenant shall not allow any mechanic's lien or other claim to be filed
against the Building. If any lien or claim is filed against the Building, Tenant
shall have it promptly removed.
15. Signs
The Tenant shall obtain the Landlord's prior written consent before placing
any sign on or about the Rental Space. Signs must conform with all applicable
municipal ordinances and regulations.
16. Access to Rental Space
Landlord shall have access to the Rental Space on reasonable notice to
Tenant to (a) inspect the Rental Space and (b) show it to prospective buyers,
mortgage lenders, contractors or insurers.
Landlord shall maintain the right to have access to Tenant space to
install, repair, maintain, service or correct any system, service, utility or
component of the building whether said work is in connection with Tenant's space
or any other space in said building including adjoining portions of the same
floor as well as other floors in said building. Landlord shall use reasonable
care in connection with any said access. However, there shall not be any
diminution or abatement or withholding of any rent by Tenant based upon any
alleged interference by Landlord with the operation of its business. Any such
diminution, abatement, withholding or failure or refusal to allow timely access
to Tenant's space shall constitute a default under the lease and shall entitle
Landlord to exercise all rights upon default under this Lease and under
applicable law.
Landlord may show the Rental Space to rental applicants at reasonable
hours on notice to Tenant within 6 months before the end of the Term.
Landlord may enter the Rental Space at any time without notice to Tenant in
case of emergency.
17. Fire and Other Casualty
Tenant shall notify the Landlord at once of any fire or other casualty in
the Rental Space.
If the Rental Space is partially damaged by fire or other casualty,
Landlord shall repair it as soon as reasonably possible. Landlord need not
repair or replace anything installed by Tenant.
Either party may cancel this Lease if in Landlord's sole opinion the Rental
Space is so damaged by fire or other casualty that it cannot be repaired within
90 days.
This Lease shall end if the Rental Space is totally destroyed. Tenant shall
pay Rent to the date of destruction. The Lease shall continue if part of the
rental space is useable.
If the fire or other casualty is caused by the act or neglect of Tenant or
Tenant's employees, Tenant shall pay for all repairs and all other damage and
there shall be no abatement in rent.
18. Eminent Domain
Eminent Domain is the right to lawfully condemn and take private property
for public use. If any part of the Rental Space is taken by eminent domain,
Landlord may cancel this Lease on 30 days' notice to Tenant. The entire payment
for the taking shall belong to Landlord. Tenant shall make no claim for the
value of this Lease for the remaining part of the Term.
19. Subordination to Mortgage
All mortgages which now or in the future affect the Building have priority
over this Lease. Tenant shall sign any papers needed to give any mortgage
priority over this Lease. If Xxxxxx refuses, the Landlord may sign the papers on
behalf of Xxxxxx.
20. Tenant's Certificate
At the request of Landlord, Tenant shall sign a certificate stating that
(a) this Lease is in effect and in good standing, (b) Landlord has fully
performed all of Landlord's agreements in this Lease, (c) Tenant has no rights
to the Rental Space except as stated in this Lease, (d) Tenant has paid all Rent
to date, and (e) Tenant has not paid Rent for more than one month in advance.
The Certificate shall also list all the property attached to the Rental Space
owned by the Tenant.
21. Violation, Eviction, Re-entry and Damages
Landlord reserves a right of re-entry which allows the Landlord to end this
Lease and re-enter the Rental Space if Tenant violates any agreement in this
Lease. This is done by eviction in Court which is started by filing a complaint
in Court and service of a summons on Tenant to appear in court. After a court
order of eviction and service of a warrant or removal, Landlord may re-enter and
take back possession of the Rental Space. If the cause for eviction is
non-payment of Rent, notice does not have to be given to Tenant before Landlord
files a complaint. Tenant is liable for all damages caused by the Tenant's
violation of any agreement in this Lease. This includes reasonable attorneys'
fees and costs.
After eviction Tenant shall pay Rent for the Term or until Landlord
re-rents the Rental Space, if sooner. If Landlord re-rents the Rental Space for
less than the Tenant's Rent, Tenant shall pay the difference until the end of
the Term. Tenant shall not be entitled to any excess resulting from the
re-renting. Tenant shall also pay (a) all reasonable expenses incurred by
Landlord in preparing the Rental Space for re-renting and (b) commissions paid
to a broker for finding a new tenant.
22. Notices
All notices given under this Lease must be in writing. Each party must
accept and claim the notices given by the other. Unless otherwise provided by
law, they may be given by (a) personal delivery, or (b) certified mail, return
receipt requested. Notices shall be addressed to the Landlord at the address
written at the beginning of this Lease and to the Tenant at the Rental Space.
23. No Waiver
Xxxxxxxx's failure to enforce any agreement in this Lease shall not prevent
the Landlord from enforcing the agreement for any violations occurring at a
later time.
24. Survival
If any agreement in this Lease is contrary to law, the rest of the Lease
shall remain in effect.
25. End of Term
At the end of the Term Tenant shall (a) leave the Rental Space clean,(b)
remove all of the Tenant's property, (c) remove all signs and restore the
portion of the Rental Space on which they were placed (d) repair all damage
including any caused by moving, and (e) return the Rental Space to Landlord in
the same configuration and condition as it was at the beginning of the Term
except for normal wear and tear.
If the Tenant leaves any property in the Rental Space, Landlord may (a)
dispose of it and charge Tenant for the cost of disposal, or (b) keep it as
abandoned property.
26. Binding
This Lease binds Landlord and Xxxxxx and all parties who lawfully succeed
to their rights or take their places.
27. Tenant Maintenance
Tenant shall be responsible for malfunction, damage, or misuse in, or to
any utility system caused by Tenant, its employees, agents or invitees.
28. Lease Execution
Each of the persons executing this Lease on behalf of Tenant represents
that its execution is properly authorized by the entity on whose behalf the
person has signed and, furthermore, that the entity exists, is in good standing,
and is authorized to enter into this Lease. The persons executing the Lease are
personally liable pursuant to the Lease Terms in the event those representations
are not correct. Any entity or corporation on whose behalf this Lease is
executed shall provide Landlord with appropriate documents evidencing its
existence and good standing as well as its authority to enter into and execute
this Lease.
29. Commencement of Rent Payment
If Tenant cannot or will not commence occupancy on the date of notice to
commence possession provided by Landlord to Tenant, payment of rent shall be due
and owing as of the notice date to commence possession just as if Tenant were
actually occupying the premises.
30. Utility Surcharge
Tenant shall pay a utility charge for all utilities including H.V.A.C.,
immediately upon billing by Landlord for all its use of said utilities before
7:30 a.m. and after 6:30 p.m. weekdays and all day Saturday and Sunday and
Holidays.
31. Property Insurance
Tenant shall carry fire, multi-peril and property insurance insuring
Tenant's property against loss or damage from any cause whatsoever from an
insurance company licensed and qualified to do business in the State of New
Jersey in an amount sufficient to adequately insure Tenant's property. The
policy shall include a waiver of any subrogation claim against Landlord by
Xxxxxx's insurance carrier.
32. Glass Damage
Damage to glass in areas leased by Tenant shall be repaired by Tenant at
its own cost and expense. Tenant is responsible for the cost to repair damage to
any glass anywhere else on the premises caused by Tenant, its employees, agents
or invitees.
33. Default
In the event of any violation of Lease conditions, terms or requirements,
Tenant shall be in default under the Lease agreement. If such default is not
cured within 10 days after notice by Landlord, this Lease at the option of
Landlord may be declared null and void. Tenant shall be liable to Landlord for
all expenses and any damages incurred in connection with or arising out of
Tenant's violation of the Lease terms. Neither failure to act, nor lapse of time
after breach of a Lease condition, shall constitute a waiver or operate to
defeat the right of Landlord under law and the terms of this Lease in connection
with any lease violation by Xxxxxx.
34. Mechanic's Lien
If any mechanic's or other liens shall be created or filed against the
Leased premises by reason of labor performed or materials furnished for Tenant
in the erection, construction, completion, alteration, repair or addition to any
building or improvement, the Tenant shall within 30 days thereafter, at the
Tenant's own cost and expense, cause such lien or liens to be satisfied and
discharged of record together with any Notices of Intention that may have been
filed. Failure to do so shall entitle the Landlord to resort to such remedies as
are provided herein in the case of any default of this Lease, in addition to
such as are permitted by law.
35. Rent Payment
In the event Tenant fails to pay its rent by the 10th day of the month,
there shall be due and owing as a late charge an amount equal to 10% of the
unpaid rent. Thereafter, unpaid rent shall bear interest on the basis of 18% per
annum applied to the monthly rental payment.
Nothing in this article shall detract from Landlord's right to evict Tenant,
re-enter the premises and terminate the Lease for failure or refusal to make
timely rental payments on the first day of each month. Neither shall any
failure to evict for any specific non-payment or acceptance of a late payment
constitute a waiver of Landlord's right to each and every remedy upon any
particular default under the Lease terms.
36. Disclaimer
Landlord shall not be responsible for loss or damages to property or injury
to person occurring in or about the premises because of any existing or future
condition or defect or for acts, omissions or negligence of other persons or
other tenants.
37. Insurance Disclaimer
The Tenant waives all rights of recovery against the Landlord or Landlord's
agents, employees or other representatives, for any loss, damages or injury of
any nature whatsoever to property or persons for which the Tenant is required to
be insured under this Lease.
38. Operating Cost Increase
Subsequent to 1997 and for each year thereafter, based upon square footage
occupied, Tenant shall be responsible for its pro-rata share of building
operating cost increases, if any, such as increases in the cost, expense,
charges or rents for building utilities, janitorial and service contracts, waste
disposal services or charges, building management and the like. Increases
preceding billing shall be due and payable within 20 days of billing by
Landlord. Prospective increases shall be prorated monthly over the balance of
the year. Failure or refusal to make timely payment of said increases shall
constitute a default and be the equivalent of the failure or refusal to pay
rent.
39. Nonperformance for Outside Cause
This Lease and the obligation of Tenant to pay rent and perform all of the
other covenants and agreements hereunder shall in no way be affected, impaired
or excused because Landlord is unable to fulfill any of its obligations under
this Lease to supply or is delayed in supplying any service expressly or
implicitly to be supplied or is unable to make or is delayed in making any
repairs or is unable to supply or is delayed from so doing by reason of strike
or labor troubles or any outside cause whatsoever, including, without
limitation, Governmental pre-exemption or by reason of any rule, order or
regulation of any department or subdivision thereof or of any Government agency
or by reason of the conditions of supply and demand which have been or are
affected by war or other emergency or an act of God, or any outside or
unanticipated cause whatsoever.
40. Bankruptcy-Insolvency
If, during the term of this Lease (a) the Tenant shall make an assignment
for the benefit of creditors or (b) a voluntary or involuntary petition to be
filed by or against the Tenant under any law having for its purpose the
adjudication of the Tenant as bankrupt, or the extension of time of payment,
composition, adjustment, modification, settlement or satisfaction of the
liabilities of the Tenant or the reorganization or liquidation of the Tenant
pursuant to any Federal or State law now or hereafter enacted, (c) a receiver be
appointed for the property of the Tenant by reason of the insolvency or
alleged insolvency of the Tenant, or (d) any department of the State or Federal
Government, or any officer thereof duly authorized, shall take possession of the
business or property of the Tenant by reason of the insolvency or alleged
insolvency of the Tenant, then the occurrence of any such contingency shall be
deemed a breach of this Lease and this shall ipso facto _________________ upon
the happening of any of said contingencies be terminated and the same shall
expire as if the day of the happening of such contingency were the date herein
specifically fixed for the expiration of the term, and the Tenant will then quit
and surrender the demised premises to the Landlord, but the Tenant shall remain
liable as hereinafter provided. Upon such termination Landlord shall have the
immediate right to re-enter the demised premises and to remove all persons and
property therefrom. This Lease shall not be treated as an asset of the Tenant's
estate, and neither the Tenant nor anyone claiming by, through or under Tenant
by virtue of any law or any order of any Court shall be entitled to the
possession of the demised premises or to remain in the possession thereof. Upon
the termination of the Lease, as aforesaid, Landlord shall have the right to
retain as partial damages, and not as a penalty, any prepaid rents and any
security deposited by Tenant hereunder. Landlord shall also be entitled to
exercise such rights and remedies to recover from Tenant as damages such amounts
as are specified in this Lease, unless any statute or rule of law governing the
proceedings in which such damages are to be proved shall lawfully limit the
amount of such claims capable of being so proved, in which case Landlord shall
be entitled to recover, as and for liquidated damages, the maximum amount which
may be allowed under any statute or rule of law. Xxxxxxxx's right of re-entry
and Lease termination shall be by Order of a Court of competent jurisdiction.
41. Landlord's Liability
Tenant shall look solely to the equity of the then owner of the demised
premises in the demised premises (or if the interest of the Landlord is a
leasehold interest Tenant shall look solely to such leasehold interest) for the
satisfaction of any remedies of Tenant in the event of a breach by Landlord of
any or its obligations.
42. Holding over
If Xxxxxx holds over after the expiration or earlier termination of this
Lease, and if Tenant is not otherwise in default hereunder, such holding over
shall not be deemed to extend the term or renew this Lease, but the tenancy
thereafter shall continue as a tenancy from month to month at the sufferances of
Landlord upon the terms and conditions herein contained and at two (2) times the
rent in effect immediately preceding the said expiration date, including the
applicable pass through charges, if any.
43. Rules and Regulations
Reasonable rules and regulations regarding the demised premises, the
building and the use thereof, which are now or may hereinafter be promulgated by
Landlord, shall be observed by Tenant and Tenant's employees and agents.
Landlord reserves the right to rescind any rule promulgated hereafter, and to
make such other and further rules and regulations as in its reasonable judgment
may from time to time be desirable for the safety, care and cleanliness of the
demised premises and the building, and for the preservation of good order
therein, which rules, when so made and reasonable notice given to Tenants, shall
have the same force and effect as if originally made a part of this Lease. Such
order and further reasonable rules shall not, however, be inconsistent with the
proper and rightful enjoyment by Tenants of the demised premises in the conduct
of its business.
44. Lease Term Modification
Provided the Lease is not otherwise in default, Tenant shall have the
Option to modify the end date of this Lease at the end of years one (1) and two
(2) of the Lease. To do so Tenant must notify Landlord in writing four months'
prior to the end of the year and include with said Notice a payment equal to
four (4) month's rent for year one (1) and two (2) month's rent for year two (2)
for the Lease modification and, thereafter, pay the balance of the rent in a
timely manner until the modified termination date. Time and term modification
payment are of the essence of this lease modification Option or this Option is
void and of no effect.
45. Choice of Law
This Lease, and the rights and obligations of the parties hereto, shall be
interpreted and construed in accordance with the laws of the State of New
Jersey.
46. Full Agreement
The parties have read this Lease. It contains their full agreement. It may
not be changed except in writing signed by Landlord and Tenant.
Signatures Landlord and Xxxxxx agree to the terms of this
Lease by signing below. If a party is a
corporation, this Lease is signed by its proper
corporate officers and its corporate seal is
affixed
Witnessed or attested by:
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As to Landlord Riverview Historical Plaza
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As to Tenant Meta4, a Delaware Corporation