Exhibit 10.15
Skypath Networks, Inc.
SB-2 Amendment 1
INDENTURE OF LEASE
This Indenture of Lease entered into this 26th day of April, 2004 by and
between R & W Realty Co., of North Providence, Rhode Island (The "Lessor") and
Skypath Networks of Warwick, Rhode Island ( The Lessee ).
1. Lessor does hereby demise and lease unto the Lessee and the Lessee does
hereby lease from Lessor on the terms, covenants, and conditions herein
contained approximately Five Thousand (5,000) square feet of that certain
building located at the corner of Xxxxxxx Boulevard and Xxxxxxx Xxxx in the Town
of Smithfield, Rhode Island (9 Xxxxxxx Boulevard) and more particularly
identified on Exhibit A attached hereto and incorporated herein by reference
(the "Demised Premises " ).The Demised Premises shall be used solely by the
Lessee for the purposes of administrative offices and for no other purpose
whatsoever.
2. To have and to hold the Demised Premises unto the said Lessee for and
during the term of 62 months commencing as of June 1, 2004 and ending on July
31,2009 yielding and paying therefor during said term rent as follows:
June & July 2004 - Rent Free
8/1/04-7/31/05 : $14.50 PSF = $6,041.67/month
8/1/05-7/31/06 : $15.50 PSF = $6,458.33/month
8/1/05-7/31/07 : $16.00 PSF = $6,666.67/month
8/1/07-7/31/08 : $16.00 PSF = $6,666.67/month
8/1/08-7/31/09 : $16.50 PSF = $6,875.00/month
The Lease commencement shall be June 1st, 2004 and said monthly payments shall
be payable, in advance, on the 1st day of each and every month during the term
hereof until said rent is paid in full, commencing August 1st , 2004.
Lessee shall give Lessor notice at least sixty (60) days prior to the end
of the term hereof or any extension hereof, of its intention either to negotiate
the terms and conditions of a new lease for its continued use of the Demised
Premises or of its intention to permit this lease to expire. Lessee shall have
an option to extend said Lease for 1 year at the same rental rate as the initial
E-23
term. Lessor reserves the right to give Lessee notice at least sixty (60) days
prior to the end of the term hereof of its desire to terminate this Lease upon
the terms and conditions hereof or to negotiate the terms of a new lease if also
desired by Lessee.
3. If at any time during the initial term or any extension term of this
lease the municipal real estate taxes upon the premises of which the Demised
Premises are a part shall exceed the tax assessed as of December 31st, 2003 or
the insurance provisions on said premises increase above those payable for 2004,
then the rent herein reserved shall be increased by Lessee's Proportionate Share
of such increases. For purpose of computing Lessee's Proportionate Share, the
gross rentable area of the building shall never be deemed to be less than Nine
Thousand (9000) square feet. Lessee's Proportionate Share shall be fifty-six
(56%) percent, with the Demised Premises containing Five Thousand (5000) square
feet and the Building containing Nine Thousand (9000) square feet. The
percentage amount of such increases to be payable by Lessee shall be payable
each year.
4. Lessee shall pay all utilities to service space. Lessee shall also pay
for its own janitorial services.
5. In addition, Lessee shall pay to Lessor during the initial term or any
extension term of this Lease, fifty-six (56%) percent of exterior maintenance of
the building and common areas of which the Demised Premises are a part, which
exterior maintenance shall include, but not be limited to, general grounds
upkeep and maintenance, garbage removal and snowplowing.
6. The Lessee covenants with the Lessor that it will pay said rent at the
times and in the manner aforesaid and will also observe and obey all laws and
ordinances respecting the premises of which the Demised Premises form a part and
all rules and regulations established by the Lessor respecting the said premises
and that in case of failure on its part to obey said laws, ordinances, rules and
regulations, or to pay said rental within Twenty five (25) days subsequent to
the time above specified (and it shall not be required that any demand be made
for the same), or in case of failure on the part of the Lessee to perform all of
the covenants and agreements contained in this Lease on the part of said Lessee
to be kept and performed, or in the event that said Lessee shall vacate the
Demised Premises, or make an assignment for the benefit of creditors, or if a
receiver be appointed for said Lessee, or if said Lessee be adjudged bankrupt,
or Lessee is generally not paying its debts as such debts become due, the said
Lessor, in any of said events, shall be at liberty to enter upon the Demised
E-24
Premises and declare this Lease at an end (without thereby, however,
relinquishing any rights against the Lessee or any party which shall have
accrued to the Lessor) and take immediate possession of the Demised Premises,
without being deemed guilty of any trespass and without being liable to the
Lessee for any damages whatsoever that may result from said entry or taking of
possession as aforesaid, and in any of such events, the Lessor shall be at
liberty to pursue the above or any other remedy to which they may be entitled,
either concurrently or successively, and, in its discretion, to declare the
entire rent remaining for the balance of said term immediately due and payable.
7. The Lessee covenants and agrees with the Lessor that it will keep the
interior of the Demised Premises in good order and repair, including carpeting
and setting of glass in all interior windows and doors during the term of this
Lease and any continuation thereof. The Lessee shall not obstruct or permit to
be obstructed the sidewalk or any stairways or other common areas of which the
Demised Premises form a part.
8. Excluding the negligence of the Lessor, the Lessee covenants and agrees
to save the Lessor harmless from and against all loss, cost, damage and expense
( including attorneys fees ) arising out of injuries or damage to persons or
property on the Demised Premises, or for any claims arising out of the use or
abuse of any equipment or property on the Demised Premises, or in any way
arising out of the use and occupation of the Demised Premises and appurtenances
thereof, or arising out of or caused by, without limiting the generality of the
foregoing, any leak, overflow, escape or flow of water, gas or any other
substance from out of any pipe, piping, receptacle tank, cistern or from the
roof.
9. The Lessee covenants and agrees that it, at its own expense, will carry
public liability insurance affecting the Demised Premises with limits of not
less than One Million ( $1,000,00,000) Dollars for injury or damage in any one
accident and property damage insurance with limits of Five Hundred Thousand
($500,000) Dollars in the name of the Lessee and Lessor, as insureds, and Lessee
will deliver certificates of insurance thereof to Lessor evidencing payment of
premiums thereof. The Lessee covenants and agrees, notwithstanding any
negligence upon the part of the Lessor, to indemnify and keep Lessor harmless at
all times against all loss, cost, expenses ( including attorneys fees ) and
damages under any claim by any person or corporations based on, or in any way
growing out of, directly or indirectly, the use, maintenance, control or
occupation of the Demised Premises. The said Lessee further covenants to
indemnify and keep harmless the Lessor against any lien, fine, loss, cost ,
damages and expenses (including attorneys fees) caused by any refusal or neglect
on the part of the Lessee to comply with any governmental decree, regulation,
order , statute, or ordinance , present or future, in any way affecting the
Demised premises or the appurtenances thereto.
E-25
10. The Lessor and the Lessee and all parties claiming under them hereby
mutually release and discharge each other from all claims and liabilities
arising from or caused by any hazard covered by insurance upon the premises of
which the Demised Premises are a part, or covered by insurance upon the premises
on activities conducted on the premises regardless of the cause of the damage or
loss. This release shall be in effect only so long as the applicable insurance
policies contain a clause to the effect that this release shall not affect the
right of any insured to recover under such policies. Such clauses shall be
obtained by the parties whenever possible, and should there be any additional
charge for the same, Lessee shall pay such charge.
11. The Lessee further covenants and agrees not to cause, suffer, or allow
to be done on the said premises and the Demised Premises any act or thing which
may make void or voidable or which shall increase the rates of any fire
insurance on the premises of which the Demised Premises form a part.
12. Lessee agrees that it will not place or permit to be placed upon the
building in which said Demised Premises are situated any placard, sign or
lettering of any nature whatsoever, unless and until permission from the Lessor
shall first have been obtained so to do.
13. Lessee agrees that all floor covering cemented to floors, wiring,
piping, air-conditioning equipment and partitions and all constructions of a
permanent character which may be installed in or attached in the Demised
Premises by the Lessee shall be and become part and parcel of the Demised
Premises and shall not be removed therefrom except upon prior written consent of
Lessor.
14. Lessee agrees that it will not assign this lease nor sublet the whole
or any part of the Demised Premises and will not make or suffer to be made any
alterations in the Demised Premises without first having obtained the written
consent of the Lessor to do so. If written consent of the Lessor is given to
assign or sublet the Demised Premises, this shall not release the Lessee from
its obligations hereunder. Lessee will, at the expiration or sooner termination
hereof, or any extension or renewal hereof, quietly and peaceably surrender up
possession of the Demised Premises to the Lessor in as good order as they now
are or may be put in, ordinary wear and tear and damage by the elements
excepted, and that the said Lessor or its servants and agents may at all
reasonable times enter to inspect the Demised Premises and to make such repairs
or improvements therein as the Lessor may deem desirable, it being understood
that it shall not be the duty of the Lessor to make any interior repairs
whatsoever.
E-26
15. In case the Demised Premises or any part thereof shall be damaged by
fire or other casualty so that the same or any part thereof shall become unfit
for occupation and use, a just abatement of the rent shall be made until the
same shall be repaired by the Lessor, provided, however, that if the Lessor
shall elect not to repair the same, then this Lease shall terminate at the time
of such damage. In case the Demised Premises or any part thereof shall be taken
by any authority under the power of eminent domain, this Lease shall continue
unless said taking shall interfere with the proper enjoyment of the Demised
Premises by the Lessee. In any event, the entire proceeds of the award for said
taking shall belong to the Lessor.
16. The Lessee covenants and agrees with the Lessor that it shall not
change the locks and keys to any part of the Demised Premises without first
having obtained the written consent of the Lessor to do so.
17. The Lessee shall pay and shall indemnify and save harmless the Lessor
against any and all costs, including attorney's fees and court costs, that may
be incurred by the Lessor in case of failure on the part of the Lessee to
perform any or all of the covenants and agreements contained in this Lease on
the part of the said Lessee to be kept and performed, including all attorney's
fees and court costs that may be incurred by Lessor in the prosecution of any
civil action for trespass and ejectment.
18. Upon request by the Lessor, the Lessee shall subordinate its rights
hereunder to any mortgage or mortgages hereinafter granted by Lessor on or
affecting the Demised Premises.
19. Lessor has provided heating equipment for the Demised Premises. Lessee
has examined the same and is satisfied as to the adequacy thereof. The
operation, care, service, maintenance of same is the sole responsibility of the
Lessor.
20. Lessor covenants with the Lessee, if Lessee shall not default in its
covenants and agreements herein contained, during the continuance of this Lease,
and the Lessee, paying the rent and performing all covenants and agreements on
the part of the Lessee to be kept and performed, may peacefully hold and enjoy
the Demised Premises during said term without any lawful let or hindrance by the
Lessor or any person claiming by, through or under it.
21. It is agreed that no waiver by the Lessor of any of the terms,
conditions, or agreements herein contained shall be claims or relied upon by the
Lessee unless the same shall be in writing and signed by the Lessor, and that no
such waiver in respect to any of the terms, conditions or agreements hereof by
E-27
the Lessor shall be held to be a waiver of any similar or other term, condition,
or agreement herein contained.
22. Wherever the term Lessee shall be used in this Lease, such term shall
be deemed to include the heirs, executors, administrators, successors and
assigns of the Lessee, whichever of said terms may be applicable ( provided that
this paragraph shall not constitute permission for the Lessee to assign this
Lease without the specific consent of the Lessor ), and whenever the context so
permits, the term "it" or "its" shall be deemed to include "he, his, her, hers,
their" or "theirs" , whichever of said terms shall be applicable.
23. Before possession is taken, Lessee shall pay Lessor a Security Deposit
in an amount equal to one month's rent. Upon termination of the Lease, Lessee
shall be given the full amount of the Security Deposit, less a sum equal to (a)
any upaid accrued rent, plus (b) the cost to clean and repair any physical
damages to the Demised Premises, other than ordinary wear and tear.
24. Whenever notice shall be given by either party, it shall be by
certified mail, return receipt requested, addressed to the Lessor at 0000
Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxxxx, Xxxxx Xxxxxx 00000, and to the Lessee at 0
Xxxxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxx 00000.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals the day and year first above written.
LESSOR:
R & W Realty Co.
By: /s/ President
LESSEE:
Skypath Networks
By: /s/ Xxxxx X. Paolo
(Authorized Signature)
E-28
