EXHIBIT 10.46
LEASE
THIS LEASE AGREEMENT (Lease) is made this 28th day of January, 2004 between
"Landlord" and "Tenant" hereafter set forth.
WITNESSETH:
1. DEFINITIONS:
(a) "Landlord": Xxxxxx-Xxxxxxx, L.L.C, a Florida limited company
Address:
(b) "Tenant": Oragenics, Inc., a Florida Corporation Address:
(c) "Premises": A building consisting (which landlord represents
consists) of approximately 5,300 square feet of gross rentable
area as described in the Exhibit "A" attached hereto. The
Premises are located in the Progress Corporate Park. If lessor
has available additional space for lease, lessee shall be
given a Right of First Refusal to lease said additional space
at landlords then current lease rate.
(d) "Use of Premises": Office and laboratory use
(e) "Commencement Date": The later of June 1, 2004 ("the
anticipated Commencement Date"), or the date Landlord can
deliver possession of the Premises, but in no event later than
September 1, 2004. In the event Premises can not be delivered
by September 1, 2004, Tenant shall have the option to cancel
this lease and receive a refund of monies paid hereunder. In
the event the Commencement Date is not delayed, this lease
shall expire on May 31, 2009. (unless sooner terminated or
extended as provided herein)
(f) "Term": Not less than sixty months commencing on the
Commencement Date, this Lease to end on the last day of the
sixtieth month after the Commencement Date.
(g) "Rent":
(1) "Annual Net Rent" shall be per rentable square foot per
Lease year as scheduled below:
Lease Annual Net Annual Net Monthly Payment
Year: Rent/RSF: Rent: Rent:
1 14.50 76,850.00 6,404.16
2 14.94 79,156.00 6,596.33
3 15.38 81,514.00 6,792.83
4 15.85 84,005.00 7,000.42
5 16.32 86,496.00 7,208.00
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Rent and other sums payable by Tenant to Landlord under this Lease, plus any
applicable tax, shall be paid to Landlord, without deduction or offset at its
management office presently located at 00000 Xxxxxxxx Xxxxxxxxx, Xxx 00,
Xxxxxxx, Xxxxxxx 00000 or at such other place as Landlord may hereafter specify
in writing.
(h) "Security Deposit": The sum of Six Thousand Four Hundred Four and
16/100 Dollars ($6,404.16).
2. PREMISES AND TERM: Landlord, in consideration of the Rent hereinafter
reserved to be paid and of the covenants, conditions and agreements to be kept
and performed by Tenant, hereby leases, lets and demises to Tenant, and Tenant
hereby leases and hires from Landlord, that certain space called the Premises as
described above.
If Landlord, for any reason whatsoever, cannot deliver possession of the
Premises to Tenant on or before the anticipated Commencement Date, this Lease
shall not be void or voidable, nor shall Landlord be liable to Tenant for any
loss or damage resulting therefrom, but in that event, there shall be an
abatement of Rent covering the period between the anticipated Commencement Date
and the time the Landlord can deliver possession, the date when the Landlord can
deliver possession being deemed to be the "Commencement Date" (Commencement
Date) The ending date of this Lease shall be extended for not less than an
identical period of time that transpired between the anticipated Commencement
Date and the date Landlord delivered possession (Commencement Date), it being
the parties' intent that this Lease have not less than a complete term as
described and contemplated in Item 1, Section (f) above. To this end, if the
actual Commencement Date is a day other than the first day of a particular
month, the term of the Lease shall not expire until the last day of the last
month of the proposed term as described in Item 1, Section (f). If the
Commencement Date is other than the anticipated Commencement Date, the parties'
representatives shall execute a letter amendment to this Lease (which they are
hereby authorized to do) whereby the Commencement Date and expiration date of
this Lease will be specified. By occupying the Premises, Tenant shall be
conclusively deemed to have accepted the Premises as complying fully with
Landlord's covenants and obligations.
3. RENT: Tenant covenants and agrees to pay, without deduction or offset, to
Landlord Rent for the Premises as described in the Definitions above, on or
before the first (1st) day of the first (1st) full calendar month of the term
hereof and on or before the first (1st) day of each and every successive
calendar month thereafter during the full term of this Lease, subject to the
adjustments as provided hereinafter along with any applicable tax, at the then
current rate. In the event the Commencement Date occurs on a day other than the
first (1st) day of a calendar month, the first Rent payment shall be in the
amount of the prorated Rent for the calendar month in which the term of this
Lease commences, such payment to be due on the Commencement Date. If Tenant
shall fail to pay any rents, additional rents or other charges within ten (10)
(business) days after the same become due and payable, then Tenant shall also
pay to Landlord a late payment service charge of ONE HUNDRED DOLLARS ($100.00),
excepting such payments that are contested by Tenant.
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Whenever under the terms of this Lease any sums of money is required to be paid
by Tenant in addition to the Rent herein reserved, whether or not such sum is
herein described as "Additional Rent", said sum shall nevertheless, at
Landlord's option, if not paid when due, be deemed Additional Rent and shall be
collectible as such with the first installment of Rent thereafter falling due
hereunder.
3.1 PERSONAL PROPERTY TAXES: Tenant shall be liable for all taxes
levied against personal property and trade fixtures placed by Tenant in the
Premises.
3.2 REAL ESTATE TAXES: Tenant shall pay to Landlord, as Additional Rent
(its proportionate share of) the (real estate) taxes payable by Landlord with
respect to the (building and the land on which it is situated) (premises).
Tenant will pay to Landlord its share of real estate taxes within fifteen (15)
days after demand in one lump sum, or, at Landlord's option, divided by twelve
(12) and collected with monthly rent. The tax payment will be due each
anniversary after the initial tax xxxx is issued and collectible as Additional
Rent. In addition, Tenant shall make timely payment of (or reimburse Landlord
for) all taxes and assessments levied against or attributable to Tenant's
furniture, equipment, supplies, fixtures and other personal property located in
the Premises, regardless of whether title to such improvements shall be held by
Tenant or Landlord
3.3 PROPERTY INSURANCE: Tenant shall pay the cost to Landlord to
maintain liability insurance, multi peril hazard insurance with extended
coverage, and other insurance on the Premises with coverage and in amounts not
less than those which are from time to time acceptable to a prudent owner of
which the property is located. Tenant's share of such insurance premiums shall
be payable monthly in advance along with Tenant's payment of rent, and shall be
computed by dividing the total amount of premiums for the previous year by
twelve (12). If at the end of each lease year, there shall be a variance between
the amount collected as Tenant's share of insurance and the amount actually due,
Landlord shall furnish to Tenant a statement of any such variance. If the amount
of insurance due is in excess of the amount collected, Tenant shall make a lump
sum payment to the Landlord for the difference with fifteen (15) days of receipt
of such statement. If the amount of insurance actually due is less than the
collected amount, Landlord shall make a lump sum payment to Tenant in the amount
of such difference, along with the statement of variance. Upon written request,
Tenant shall be permitted to inspect at Landlord's office during normal business
hours, all records concerning such insurance.
Even though the term of the Lease has terminated or expired and Tenant has
vacated the Leased Premises, when a final determination is made of Tenant's
share of the taxes and insurance premiums for the year in which this Lease
terminates, Tenant shall immediately pay any increase due over the estimated
Tenant's Share of such taxes and insurance premiums previously paid, and
conversely, any overpayment made shall be immediately rebated by Landlord to
Tenant.
3.4 COMMON AREA ASSESSMENTS: Tenant shall pay to Landlord, as
Additional Rent (its proportionate) (the) share of Common Area Assessments
(related to the Premises) due Progress Corporate Park Owners Association, Inc.
when due. Tenant will pay to Landlord within fifteen (15) days after demand in
one lump sum, or at Landlord's option divided by twelve (12) and collected with
monthly rent.
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4. COST FOR UPGRADES: The rental rate is for basic space as described in the
plans prepared by Xxxx Xxxxxxxx Associates, Inc., project No.: 03-118. This rate
does not include any upgrades for electrical, plumbing, heating and air
conditioning, special exhausts, or lab fixtures or equipment. All upgrade costs
related to the design and construction, requested by Tenant, shall be paid by
Tenant at the time they are incurred during construction of the premises.
5. LANDLORD'S REPAIRS: Landlord, at Landlord's expense, shall deliver the
Premises to the Tenant in good, sound, and watertight condition. Upon Tenant
taking possession of the Leased Premises, Tenant hereby acknowledged that it has
accepted the Premises "As Is" and thereafter shall be responsible for all
maintenance and/or repairs of the premises. Landlord, however, shall be
responsible for the maintenance and repair of the building structure, plumbing,
sewer, and electrical.
6. TENANT'S REPAIRS: Tenant, at Tenant's expense, shall make all ordinary wear
and tear repairs and replacements to keep and maintain the Premises in good
condition, including, but not limited to, the heating, hot water, air
conditioning and other mechanical installations serving the Premises, all doors,
all windows including hardware and other appurtenances, and the parking areas,
landscaped areas, sidewalks, access routes, light facilities, and all other
portions of the Premises, including but not limited to, stripe painting,
repaving, patching, mowing, and the removal of standing water, snow and ice
therefore, and the removal of rubbish and other refuse and debris. Any and all
items that Tenant shall replace during the term of this Lease shall be of equal
type and style than the item being replaced. Tenant shall not permit any waste,
damage or injury to the Premises. Tenant shall keep in full force and effect a
contract with a reputable heating contractor for not less than the quarterly
inspection, maintenance and repair of the air-conditioning and heating systems
servicing the Premises, including oiling, filter changes, belt repair and/or
replacements, refills of freezing compound to the air conditioning and similar
maintenance and minor repair procedures. Landlord, however, shall be responsible
for any major air conditioning or heating system repairs, which exceed
$1,000.00. Tenant shall furnish a copy of said contract to Landlord upon
request. Tenant shall further keep the Premises clean, attractive and free of
rubbish, rubble, debris, insects, rodents and other pests. Tenant shall not do,
order of cause any work to be done or installations to be made in, on or to the
roof of the Premises without first obtaining Landlord's prior written consent.
Tenant shall be responsible for any damage as a result of misuse or neglect of
the sewer system.
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7. TENANT'S ALTERATIONS: Tenant shall have the right, at its sole expense, from
time to time, to redecorate the Premises and to make such alterations,
additions, improvements and changes in such parts thereof as Tenant shall deem
expedient or necessary for its purposes, subject to Landlord's prior approval;
provided, however, that such alterations, additions, improvements and changes
when completed shall neither impair the structural soundness nor diminish the
value of the Premises. Upon the expiration of this Lease, Tenant may, at its
option, remove all such redecorations, alterations, additions, improvements and
changes. Tenant shall repair all damage caused by such removal. Notwithstanding
the foregoing, all floor and wall coverings, sinks, vanities, light fixtures
(other than special decorative lighting fixtures), and the complete electrical,
plumbing, air conditioning and heating systems, including ducts, diffusers,
grills, controls and all other equipment and parts related to such systems,
shall be and remain in the Premises at all times for the benefit of Landlord.
All such alterations, additions, or improvements shall be done in accordance
with all applicable laws, rules regulations, and orders, including applicable
building codes. Landlord shall execute and deliver upon request of Tenant such
instrument or instruments embodying the approval of Landlord which may be
required by any public or quasi public authority for the purpose of obtaining
any licenses or permits for the making of such alterations, additions,
improvements, changes and/or installations in, to or upon said Premises and
Tenant agrees to pay for such licenses or permits. Tenant will indemnify and
hold Landlord harmless from and against all claims by reason of such
alterations, additions, or improvements which may be made by Tenant on the
Premises, and Tenant shall promptly repair any damage to the Premises caused by
any such alterations, additions, improvements, or changes. Anything contained in
this Section to the contrary notwithstanding, Tenant shall not make changes to
the exterior or structural portions for the Premises without Landlord's prior
approval, which approval shall not be withheld or delayed unreasonably.
8.MECHANICS' LIENS: Tenant shall not suffer any mechanics' lien to be filed
against the Premises by reason of work, labor, services or materials performed
or furnished to Tenant in connection with any alterations, additions, or
improvements to the Premises by Tenant hereunder. If any such mechanics' lien
shall at any time be filed against the Premises, Tenant shall have the right to
contest and any and all such liens; provided, however, that Tenant shall cause
the same to be discharged of record by payment, bond, order of a court of
competent jurisdiction or otherwise within thirty (30) days written notice by
Landlord. If Tenant shall fail to cause such lien to be discharged within such
thirty (30) day period, then, in addition to any other right or remedy, Landlord
may, but shall not be obligated to discharge the same by paying the amount
claimed to be due or by bonding or other proceeding deemed appropriate by
Landlord, and the amount so paid by Landlord and/or all reasonable costs and
expense, including reasonable attorneys' fees, incurred by Landlord in procuring
the discharge of such lien, together with interest thereon at the Default Rate
from the date paid until repaid by Tenant to Landlord, shall be deemed to be
additional rent for the Premises and shall be due and payable by Tenant to
Landlord on the first day of the next following month.
9. UTILITIES: Tenant shall pay all charges for water, gas, heat, electricity,
sewer and any other utility used upon or furnished to the Premises. Tenant shall
keep the Premises sufficiently heated to avoid the freezing or bursting of all
pipes therein. The obligation of Tenant to pay for such utilities shall commence
as of the Commencement Date.
10. USE OF PREMISES. Tenant shall use and occupy the Premises for purposes of
office and/or laboratory use. Landlord represents that the Premises may lawfully
be used for such purposes.
11. TENANT'S COVENANTS. Tenant covenants and agrees as follows:
(a) Tenant shall procure any and all licenses and permits required for
Tenant's use of the Premises, and upon the expiration or termination of
this Lease, Tenant shall remove its goods and effects and those of all
persons claiming under it and shall yield up the same peaceably to
Landlord in good order, repair and condition in all respects, except
for damage by fire and casualty, which is either insured against or
required to be insured against hereunder, structural defects (not
caused by Tenant's use of the Premises), required repairs by landlord,
and reasonable wear and tear.
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(b) Tenant shall permit Landlord and its agents on reasonable notice
and at reasonable times to examine the Premises and to show the
Premises to prospective purchasers, mortgagees, and/or tenants (but
only during the last twelve (12) months of the term with respect to
prospective tenants), provided that Landlord shall not thereby
unreasonably interfere with the conduct of Tenant's business. During
the last three (3) months of the Term of this Lease, Landlord shall
have the right to display on the Premises a "for rent" and/or "for
sale" sign, which notice shall not be removed, obliterated, or hidden
by Tenant.
(c) Tenant shall use and occupy the Premises in a careful, safe and
proper manner and shall keep the Premises in a clean, safe and health
condition in accordance with local ordinances and lawful directions of
proper public officers. Tenant shall not permit the Premises to be used
for any unlawful purpose, commit any waste thereof, or commit any
nuisance. Notwithstanding the foregoing, Tenant shall have the right to
contest the legality of any law, order, rule, regulations or
requirement applicable to Tenant's use of the Premises, and Tenant
shall indemnify and hold Landlord harmless from any liabilities, suits
or penalties that may result from any such contest. Upon the final
determination of any such contest, Tenant shall comply with any such
law, order, ordinance, rule, regulation or requirements to the extent
held to be valid or legal.
(d) (i) Tenant covenants that except in compliance with all laws and
regulations, Tenant will not use hazardous substances within the
Premises as defined by any law or regulation now or hereafter enacted
or promulgated by any governmental authority and that there shall be no
hazardous wastes or biomedical materials or waste generated within the
Premises as defined by any law or regulation now or hereafter enacted
or promulgated by any governmental authority, without Landlord's prior
consent. Tenant agrees to manage and dispose of all hazardous
substances, hazardous wastes biomedical materials and wastes in
accordance with all federal, state and local laws, regulations and
rules. Notwithstanding the foregoing, Landlord acknowledges that Tenant
will be using biomedical materials in the leased premises and approves
of such use in accordance with all governmental regulations.
(ii) Tenant agrees not to store any hazardous wastes or biomedical
materials or waste within the Premises (except in compliance with all
laws and regulations).
(iii) Upon the expiration of the term of the Lease or the earlier
termination hereof, Tenant shall remove all hazardous wastes and/or
biomedical materials or waste generated by Tenant from any portion of
the Premises. Landlord shall have the right to inspect the Premises
with regard to the management and disposal of hazardous substances and
wastes at all reasonable times during the term of this Lease.
(e) Tenant acknowledges that the leased premises are part of an office
park development subject to covenants, conditions and restrictions as
recorded in Official Records Book 1588, at Page 2207, as amended,
Alachua County, Florida, together with rules and regulations governing
the office park which Tenant shall comply with and be subject to.
In addition, the Tenant shall promptly execute and comply with all statutes,
ordinances, rules, orders, regulations and requirements of the Federal, State
and City Government and of any and all their Departments and Bureaus applicable
to said premises, for the correction, prevention, and abatement of nuisances or
other grievances, in, upon, or connected with said premises during said term;
and shall also promptly comply with and execute all rules, orders and
regulations of the applicable fire prevention codes for the prevention of fires,
at Tenant's own cost and expense.
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12. ASSIGNMENT AND SUBLETTING: Tenant shall not assign, transfer, mortgage or
encumber this Lease in whole or in part, nor sublet all or any part of the
Premises, nor suffer or permit the occupation of all or any part thereof by any
other party, without the prior written consent of the Landlord, which consent
shall not be unreasonably withheld or delayed. The consent by Landlord to any
assignment or subletting shall not constitute a waiver of the necessity for such
consent to any subsequent assignment or subletting. (Tenant shall be entitled to
assign or sublease this to an affiliated entity provided that Tenant remains
liable for performance of the lease.)
13. CHANGE IN CONTROL: Any transfers of company interests in Tenant which
results in change of control shall be deemed an assignment of this Lease.
14. TENANT TO REMAIN LIABLE. If, at any time during the term of this Lease,
Tenant sublets all or any part of the Premises or assigns this Lease as provided
herein, Tenant shall nevertheless remain fully liable under all the terms and
conditions of this Lease.
15. FIXTURES: All equipment and all other trade and light fixtures installed by
or at the expense of Tenant in or on the Premises shall remain the property of
Tenant and Tenant may, but shall not be obligated to, remove the same or any
part thereof within thirty (30) days after the end of the term hereof, and
provided that Tenant, at its sole cost and expense, shall make any repairs
occasioned by such removal.
16. INDEMNITY: Tenant shall indemnify and hold Landlord harmless from any
claims, damages, liabilities and expenses (including attorneys' fees and costs)
for damage or injury to any person or any property occurring on the Premises, or
any part thereof, arising as a result of the tortious or negligent acts or
commissions of Tenant, its agents, employees, independent contractors and
invitees.
17. LIABILITY INSURANCE: During the Term of this Lease, Tenant shall maintain
comprehensive public liability insurance, including insurance against the
assumed or contractual liability of Tenant hereunder, to afford protection to
the limit for each occurrence of not less than $1,000,000.00 combined single
limit for bodily injury, death and $300,000.00 for damage to the property. The
policy carried by Tenant hereunder shall name Landlord (and Landlord's
mortgagee) as an additional insured, and such policy shall provide that no
cancellation, reduction or other material changes therein shall be effective
until at least thirty (30) days after mailing of written notice thereof to
Landlord (and Landlord's mortgagee). Certificates evidencing all such insurance
shall be delivered to Landlord prior to the Commencement Date, and prior to the
expiration of any such policies.
18. PROPERTY INSURANCE. During the term of this Lease, Tenant shall maintain
all-risk property casualty insurance, written at replacement cost value and with
replacement cost endorsement, including coverage against vandalism and malicious
mischief, covering all of Tenant's personal property in the Premises (including,
without limitation, inventory, trade fixtures, all and floor coverings,
furniture and other personal property), and all leasehold improvements installed
in the Premises by Tenant.
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19. DESTRUCTION OF PREMISES. Upon the performance by the Tenant of all the
covenants and agreements hereinabove set forth, in case the leased premises or
any part thereof shall at any time be destroyed or so damaged as to be unfit for
occupancy or use by the Tenant, then, and in that event, the Landlord shall have
to option: (1) to terminate this Lease; (2) to repair and rebuild the said
premises remitting rents hereby reserved or a fair and just proportion thereof
according to the damage sustained, until the said premises are reinstated and
made fit for occupancy and use and in the event the Landlord elects to exercise
the option to repair and rebuild, the same shall be done and completed within
one hundred eighty (180) days from the date said damage occurred; otherwise, the
Tenant shall have the option to terminate this Lease.
20. DAMAGE TO TENANT'S PROPERTY. The Tenant assumes all risks of any damage or
loss to Tenant's property that may occur by reason of water or the bursting or
leaking of any pipes or waste water about said premises, or from any act of
negligence of any co-Tenant or occupants of the building, or fire, or hurricane,
or other Act of God, or from any cause whatsoever. The Landlord shall not be
liable for any damage so incurred.
21. TOTAL TAKING: If the whole of the Premises shall be taken under power of
eminent domain by any public or private authority, or conveyed by Landlord to
said authority in lieu of such taking, then this Lease shall terminate as of the
date of such taking.
22. PARTIAL TAKING: Landlord or Tenant may, at their election, terminate this
Lease upon the occurrence of any condemnation or conveyance in lieu of
condemnation, which affects any portion of the floor area of the Premises. Upon
the occurrence of such event, either party shall give the other party notice of
such election within thirty (30) days after receipt of notice of such pending
condemnation. If either party fails to give the other party such written notice
within such thirty (30) day period, such party shall be conclusively deemed to
have elected not to terminate this Lease. Notwithstanding any termination of
this Lease hereunder, Tenant, at its election, may continue to occupy the
Premises, subject to the terms and provisions of this Lease, for the period
between the date of such taking and the date when possession of the Premises
shall be taken by the appropriate authority.
23. RESTORATION. If this Lease is not terminated under Section 22 above,
Landlord, at Landlord's sole cost and expense, shall promptly negotiate and
settle its claim for compensation with the condemning authority and upon receipt
of the condemnation award shall promptly restore the remaining portions of the
Premises, including any and all improvements made theretofore, to an
architectural whole in substantially the same condition that the same were in
prior to such taking. Upon any condemnation of a portion of the Premises, the
Rent and any other charges payable by Tenant hereunder shall be proportionately
reduced based upon the floor area of the Premises remaining after said taking.
24. THE AWARD. All compensation awarded for any taking, whether for the whole or
a portion of the Premises, shall be the sole property of Landlord whether such
compensation shall be awarded for diminution in the value of, or loss of, the
leasehold or for diminution in the value of, or loss of the fee, or otherwise,
and Tenant hereby assigns to Landlord all of Tenant's right and title to and
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interest in any and all such compensation; provided, however, Landlord shall not
be entitled to and Tenant shall have the sole right to retain any separate award
made by the appropriating authority to Tenant for the cost of removal of
leasehold improvements, fixtures, and personalty improvements installed in the
Premises by, or at the expense of, Tenant and for relocation expenses, and any
separate award made by the appropriating authority directly to Tenant.
25. RELEASE. In the event of any termination of this Lease as the result of the
provisions of Sections 21 or 22 above, Rent and any other charges, if any, paid
in advance by Tenant shall be refunded to Tenant, and the Parties, effective as
of such termination, shall be released from all liability and obligations
thereafter arising under this Lease.
26. EVENTS OF DEFAULT; REMEDIES. If Tenant shall at any time be in default in
the payment of rental or any other charges hereunder or in the performance of
any of the covenants of this Lease, and Tenant shall fail to remedy such default
within (a) fifteen (15) days after receipt of written notice thereof from
Landlord if such default is as to payment of Rent, or any other charges payable
by Tenant hereunder, or (b) within fifteen (15) days after receipt of written
notice thereof if such default is nonmonetary (but Tenant shall not be deemed in
default is such default cannot be cured in fifteen (15) days and Tenant
commences to remedy such default within said fifteen (15) day period and
proceeds therewith with due diligence until completion), or if Tenant shall be
adjudged a bankrupt or shall make an assignment for the benefit of creditors, or
if a receiver of any property of Tenant in or upon the Premises be appointed in
any action, suit or proceeding by or against Tenant and not removed within sixty
(60) days after appointment, or if the interest of Tenant in the Premises shall
be sold under execution or other legal process, or if the Premises are sublet or
this Lease is assigned without Landlord's consent, or if Tenant shall commit
waste, Landlord may terminate this Lease, or without terminating this Lease,
re-enter the Premises by summary proceedings, proceedings in forcible entry and
detainer, eviction, or otherwise, and may dispossess Tenant.
27. LANDLORD'S RIGHT TO RELIEF. If Tenant abandons the Premises and/or if
Landlord elects to terminate Tenant's right to possession only without
terminating this Lease as above provided, Landlord may remove from the Premises
any and all property found therein and such repossession shall not release
Tenant from Tenant's obligation to pay the rental herein. After any such
repossession by Landlord without termination of the Lease, Landlord may relet
the Premises or any part thereof to any person, firm or corporation and for such
time and upon such terms as Landlord in Landlord's sole discretion may
determine. Landlord may make repairs, alterations and additions in and to the
Premises and redecorate the same to the extent deemed by Landlord necessary or
desirable and Tenant, upon demand in writing, shall pay the reasonable cost
thereof, (excluding tenant improvements for the replacement tenant) together
with Landlord's reasonable expenses of reletting, including any commissions and
attorneys' fees relative thereto. If the rents collected by Landlord upon any
such reletting are not sufficient to pay monthly the full amount of the monthly
rent and other charges reserved herein, together with the reasonable costs of
such repairs, alterations (excluding tenant improvements for any replacement
tenant), additions, redecorating, and expenses, Tenant shall pay to Landlord the
amount of each monthly deficiency upon demand in writing.
28. DAMAGES. Tenant agrees to be liable for and to pay to Landlord (i) all rent
and other charges and sums due under this Lease at the time of termination of
this Lease or upon the termination of Tenant's right of possession, as the case
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may be, and (ii) damages equal to the present value (discounted at the annual
rate of interest then being paid on U.S. Treasury Bonds which mature upon the
expiration of this Lease) of the excess amount, if any, of the rent and all
other charges and sums due under this Lease for the entire term over the rental
received by Landlord for the Premises for such term, which damages shall be
payable at such time as said damages as discounted by agreement of Landlord and
Tenant, or by judicial decision, or at such time that said rent and other
charges are payable under this Lease, which liability shall survive the
termination of this Lease, the re-entry into the Premises by Landlord, and the
commencement of the action to secure possession of the Premises.
29. LANDLORD'S RIGHT TO REMOVE CHATTELS. Any and all property which may be
removed from the Premises by Landlord in accordance with the terms of this Lease
may be handled, removed, stored or otherwise disposed of by Landlord at the risk
and expense of Tenant, and Landlord in no event shall be responsible for the
preservation of safekeeping thereof. Tenant shall pay to Landlord upon demand in
writing, any and all reasonable expenses incurred in connection with such
removal and all storage charges against such property so long as the same shall
be in Landlord's possession or under Landlord's control. If any property shall
remain in the Premises or in the possession of Landlord and shall not be retaken
by Tenant within a period of thirty (30) days from and after the time when the
Premises are either abandoned by Tenant or repossessed by Landlord under the
terms of this Lease, said property shall conclusively be deemed to have been
forever abandoned by Tenant.
30. CONDITION OF PREMISES. If this Lease be terminated for any reason whatsoever
of if Landlord should re-enter the Premises as a result of any breach of Tenant
hereunder without terminating the Lease, Tenant covenants, any other covenant
herein to the contrary notwithstanding (except where this Lease is terminated
following eminent domain proceedings), that (a) the Premises shall then be in
the condition required by all applicable provisions of this Lease, and (b)
Tenant shall perform any covenant contained in this Lease for the making of any
repair, improvement, alteration or betterment to the Premises or for restoring
or rebuilding any part thereof. For the breach of either of the foregoing
obligations Landlord shall be entitled to recover and Tenant shall pay
forthwith, without notice or other action by Landlord, the then cost of
performing such obligation(s), together with interest at the Default Rate.
31. LANDLORD'S NONWAIVER. No failure by Landlord to insist upon the strict
performance of any agreement, term, covenant or condition hereof or to exercise
any right or remedy consequent upon a breach thereof, and no acceptance of full
or partial rent during the continuance of any such breach, shall constitute a
waiver of any such breach or of such agreement, term, covenant, or condition. No
agreement, term, covenant, or condition hereof to be performed or complied with
by Tenant, and no breach thereof, shall be waived, altered or modified except by
a written instrument executed by Landlord. No waiver of any breach shall affect
or alter this Lease, but each and every agreement, term, covenant and condition
hereof shall continue in full force and effect with respect to any other then
existing or subsequent breach thereof. No surrender of the Premises shall be
effected by Landlord's acceptance of rent, or by Landlord's acceptance of the
keys of the Premises, or by any other means whatsoever, unless the same is
evidenced by Landlord's written agreement to accept surrender of the Premises;
and if Landlord does accept surrender of the Premises, Tenant's obligations to
pay rents and to perform the duties and provisions of this Lease required of
Tenant hereunder shall not be released or terminated but shall continue for the
remainder of the term of this Lease.
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32. REMEDIES CUMULATIVE. Each right and remedy provided for in this Lease shall
be cumulative and shall be in addition to every other right or remedy provided
for in this Lease or now or hereafter existing at law or in equity or by statue
or otherwise, and the exercise or beginning of the exercise by Landlord of any
one or more of the rights or remedies provided for in this Lease or now or
hereafter existing at law or in equity or by statute or otherwise shall not
preclude the simultaneous or later exercise by Landlord of any or all other
rights or remedies provided for in this Lease or now or hereafter existing at
law or in equity or by statute or otherwise. In the event of a default or
threatened default by Tenant of any of the terms, provisions, covenants,
conditions, rules and regulations of this Lease, Landlord shall have the right
to injunction and the right to invoke any remedy permitted to Landlord in law or
in equity.
33. SELF-HELP. If Tenant shall default in the performance or observance of any
agreement or condition in this Lease contained on its part to be performed or
observed and shall not cure such default within any applicable cure period set
forth herein, Landlord may, at its option, without waiving any claim for damages
for reach of agreement, at any time thereafter cure such default for the account
of Tenant, and any amount paid or any contractual liability incurred by Landlord
in so doing shall be deemed paid or incurred for the account of Tenant and
Tenant agrees to immediately reimburse Landlord therefor and save Landlord
harmless therefrom; provided that Landlord may cure any such default as
aforesaid prior to the expiration of said waiting period, without notice to
Tenant, if any emergency situation exists, or after notice to Tenant, if the
cure of such default prior to the expiration of said waiting period if
reasonably necessary to protect the Premises or Landlord's interest therein, or
to prevent injury to damage to persons or property. If Tenant fails to reimburse
Landlord upon demand for any amount paid for the account of Tenant hereunder,
said amount (and all accrued interest thereon) shall be added to and become due
as a part of the next payment of rent due hereunder.
34. BANKRUPTCY. Should the Tenant at anytime during the term of this Lease
directly or indirectly suffer or permit an involuntary or voluntary petition in
any proceedings under the Federal Bankruptcy Act to be filed against it, or
should Tenant voluntarily file any proceedings under any insolvency laws, or
should a receiver or trustee be appointed for the Tenant's property, or should
any order of any Court of competent jurisdiction be entered continuing the
Tenant in possession of the leased premises in any Federal or State proceedings,
or should the Tenant's leasehold interest be levied upon and the lien of said
levy remain undischarged for thirty (30) days after said levy has been made, or
should the Tenant fail to promptly make the necessary returns and reports
required by State and Federal Law, or should the Tenant fail to promptly pay
when due all taxes of whatever kind required to be paid to the Federal or State
governments or any subdivision thereof, then and upon the happening of either or
any of the aforesaid events, the Landlord shall have the right, at its election,
to consider the same a material default on the part of the Tenant of the terms
and provisions hereof, and in the event such default is not cured by the Tenant
within thirty (30) days after written notice by Landlord to the Tenant of the
existence of such default, the Landlord shall have the option to declare this
Lease terminated and the interest of the Tenant therein forfeited, or the
Landlord may exercise any other options herein conferred upon it. The pendency
of any proceedings under the Bankruptcy Act or of any proceedings under State
Insolvency Law to which the Tenant shall be a party shall not preclude the
Landlord from exercising the option herein conferred upon it. Upon termination
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of the Lease at the Landlord's option and/or as herein otherwise provided, the
parties agree that the Court having jurisdiction of the cause may require and
direct the re-delivery to the Landlord of the entire leased premises, without
notice to Tenant (which said Tenant hereby waives), upon motion or application
of the Landlord. All revenues derived from or accruing from the leased premises
subsequent to the date of the termination of said Lease shall constitute the
property of the Landlord and the same is hereby declared to be a trust fund and
shall not constitute an asset of the Tenant or its estate.
35. RECEIVERSHIP. The Tenant pledges and assigns unto the Landlord all of the
rents, revenues, issues and profits which might otherwise accrue unto the Tenant
for the use, enjoyment and operation of the leased premises. In connection with
the aforementioned pledges and assigns, the Tenant covenants and agrees with the
Landlord that if the Landlord, upon the default of the Lease and after giving
proper notice to the Tenant as provided in this Lease, elects to file a suit in
any Court having jurisdiction to enforce the Lease and protect the Landlord's
rights thereunder, then the Landlord may, ancillary to such suit, apply to the
appropriate Court for the appointment of a receiver of all and singular, the
leased premises and the improvements and building(s) located thereon, and
thereupon it is expressly covenanted and agreed that in such event, Tenant
consents to the appointment of said receiver and that the Court, without notice
to Tenant, may appoint a receiver with the usual powers and duties of receivers
in like cases, and such appointment shall be made by such Court as a matter of
strict right to the Landlord and without reference to the adequacy or inadequacy
of the value of the property which is subject to the Landlord's lien, or to the
solvency or insolvency of the Tenant, and without reference to the commission of
waste.
36. SUBORDINATION. Tenant hereby subordinates this Lease to the lien of any deed
of trust, mortgage or mortgages now or hereafter placed upon Landlord's interest
in the Premises; provided, however, that Landlord shall procure from any such
mortgagee an agreement, in writing, in form and substance reasonably acceptable
to Tenant, which acceptance shall be deemed given if such agreement provides in
substance that so long as Tenant substantially performs the obligations imposed
upon Tenant hereunder within the applicable grace or cure period, its tenancy
will not be disturbed, nor its rights under this Lease affected by, any default
under such mortgage nor shall Tenant be named as a defendant in any foreclosure
proceeding, and such agreement is otherwise customary in form and substance.
37. QUIET ENJOYMENT. Landlord covenants and agrees with Tenant that upon Tenant
paying the Rent and observing and performing all of the terms, covenants and
conditions on Tenant's part to be observed and performed hereunder, Tenant may
peaceably and quietly have, hold, occupy and enjoy the Premises without
hindrance or molestation from Landlord or any persons lawfully claiming through
Landlord.
38. SECURITY DEPOSIT. Tenant herewith deposits with Landlord the sum of Six
Thousand Four Hundred Four and 16/100 Dollars ($6,404.16) as a guarantee of the
fulfillment of the terms and conditions of this Lease. Said deposit shall remain
with the Landlord upon the same terms if Tenant exercises its option to renew
this Lease. Tenant shall have the security deposit refunded at the end of the
lease, assuming all payments due to Landlord have been made and the property is
returned to the Landlord in clean condition, ordinary wear and tear excepted.
-12-
39. HOLDING OVER. In the event that Tenant or anyone claiming under Tenant shall
continue occupancy of the Premises after the expiration of the original or
renewal term of this Lease without any agreement in writing between Landlord and
Tenant with respect thereto, and Landlord has not given its written consent to
said continued occupancy, such occupancy shall not be deemed to extend or renew
the term of this Lease, but such occupancy shall continue as a tenancy from
month to month upon the covenants, provisions and conditions herein contained
and at two hundred percent (200%) of the Rental in effect upon the expiration of
the term, prorated and payable for the period of such occupancy, and Landlord
shall have the right to terminate such tenancy upon five (5) days' written
notice to Tenant.
40. WAIVERS. Failure of either party to complain of any act or omission on the
part of the other party, no matter how long the same may continue, shall not be
deemed to be a waiver by said party of any of its rights hereunder. No waiver by
either party at any time, express or implied, of any breach of any provision of
this Lease shall be deemed a waiver of a breach of any other provisions of this
Lease or a consent to any subsequent breach of the same or any other provisions.
If any action by either party shall require the consent or approval of the other
party, the other party's consent to or approval of such action on any one
occasion shall not be deemed a consent to or approval of said action on any
subsequent occasion or a consent to or approval of any other action on the same
or any subsequent occasion.
41. NOTICES. All notices and other communications authorized or required
hereunder shall be in writing and shall be given by mailing the same by
certified mail or registered mail, return receipt requested, postage prepaid,
and any such notice or other communication shall be deemed to have been given
when received by the party to whom such notice or other communication shall be
addressed, or on the date noted that the addressee has refused delivery or on
the date that the notice is returned to sender due to the inability of the
postal authorities to deliver. Notices shall be mailed to the address
hereinabove set forth or such other address as either party may hereafter
designate by notice to the other.
42. COST INCURRED BY BREACH. The Tenant shall be liable to the Landlord for all
costs, expenses, reasonable attorney's fees and damages which may be incurred or
sustained by the Landlord by reason of the Tenant's breach of any of the
provisions of this Indenture. Any sums due the Landlord under the provisions of
this Item shall constitute a lien against the interest of the Tenant in the
leased premises to the same extent and on the same conditions as delinquent rent
would constitute a lien on said premises. The Landlord shall be liable to the
Tenant for any costs, expenses, reasonable attorney's fees and damages which may
be incurred or sustained by the Tenant by reason of the Landlord's breach of any
of the covenants herein contained, providing Tenant asserts a claim therefore in
the appropriate Court and secures a judgment thereon.
43. FORCE MAJEURE. In the event that Landlord or Tenant shall be delayed or
hindered in or prevented from the performance of any act (other than Tenant's
obligation to make payments of Rent and other charges required hereunder), by
reason of strikes, lockouts, unavailability of materials, failure of power,
restrictive governmental laws or regulations, riots, insurrections, the act,
failure to act, or default of the other party, war or other reason beyond its
control, then performance of such act shall be excused for the period for the
-13-
delay and the period of the performance of such act shall be extended for a
period equivalent to the period of such delay. Notwithstanding the foregoing,
lack of funds shall not be deemed to be a cause beyond control of either party.
44. ESTOPPEL CERTIFICATES. At any time and from time to time, Landlord and
Tenant each agree, within five (5) days after request in writing from the other,
to execute, acknowledge and deliver to the other or to any person designated by
the other a statement in writing certifying that this Lease is unmodified and is
in full force and effect, or if there have been modifications, that the same is
in full force and effect as modified (stating the modifications), that the other
party is not in default in the performance of its covenants hereunder, or if
there have been such defaults, specifying the same and the dates to which the
rent and other charges have been paid, and such other matters as the requesting
party may reasonably request.
45. INVALIDITY OF PARTICULAR PROVISION. If any term or provision of this Lease
or the application hereto to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable shall not be affected thereby, and each term
and provision of this Lease shall be valid and be enforced to the fullest extent
permitted by law.
46. CORPORATE TENANCY If Tenant is a corporation, the undersigned officer of
Tenant hereby warrants and certifies to Landlord that Tenant is a corporation in
good standing and is authorized to do business in the State of Florida. The
undersigned officer of Tenant hereby further warrants and certifies to Landlord
that he or she, as such officer, is authorized and empowered to bind the
corporation to the terms of this Lease by his or her signature thereto.
Landlord, before it accepts and delivers this Lease, may require Tenant to
supply it with a certified copy of the corporate resolution authorizing the
execution of this Lease by Tenant. If Tenant is a corporation (other than one
whose shares are regularly and publicly traded on a recognized stock exchange),
Tenant represents that the ownership and power to vote its entire outstanding
capital stock belongs to and is vested in the officer of officers executing this
Lease or members of his, her or their immediate family. If there shall occur any
change in the ownership and/or power to vote the majority of the outstanding
capital stock of Tenant, whether such change of ownership is by sale,
assignment, bequest, inheritance, operation of law or otherwise, without the
prior written consent of Landlord, then Landlord shall have the option to
terminate this Lease upon thirty (30) days' written notice to Tenant,
furthermore, Tenant shall have an affirmative obligation to notify immediately
Landlord or any such change.
46. CAPTIONS AND DEFINITIONS. The captions of the Sections of this Lease are for
convenience only and are not a part of this Lease and do not in any way limit or
amplify the terms and provisions of this Lease. The word "Landlord" and the
pronouns referring thereto, shall mean, where the context so admits or requires,
the persons, firm or corporation made herein as landlord or the mortgagee in
possession for the time being of the land and building comprising of the
Premises. Any pronoun shall be read in the singular or plural number and in such
gender as the context may require. Except as in this Lease otherwise provided,
the terms and provisions of this Lease shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
47. ENTIRE AGREEMENT. This instrument contains the entire and only agreement
between the parties and no oral statement or representations or prior written
matter not contained in this instrument shall have any force and effect. This
Lease shall not be modified in any way except by a writing executed by both
parties.
-14-
48. NO PARTNERSHIP. Landlord is not and shall not become by this Lease or by any
rights granted or reserved herein a partner or joint venturer of or with Tenant
in the conduct of Tenant's business or otherwise.
49. LIABILITY OF LANDLORD.
(a) If Landlord should sell or otherwise transfer Landlord's interest
in the Premises, Tenant agrees that Landlord shall thereafter have no
liability to Tenant under this Lease or any modification or amendment
thereof or extensions or renewals thereof, except for such liabilities
which might have accrued prior to the date of such sale or transfer of
Landlord's interest. Landlord shall be liable under this Lease only
while owner of the Premises provided that any successor in interest to
Landlord hereunder shall assume such obligations and liabilities as of
the date Landlord's interest in the Premises is sold, assigned, or
otherwise transferred hereunder.
(b) If Landlord shall fail to perform any covenant, term or condition
of this Lease upon Landlord's part to be performed or if Landlord shall
be liable to Tenant in any way arising out of this Lease, or pursuant
to statute, law, ordinance or regulation, or under the common law, and,
as a consequence, if Tenant shall recover a money judgment against
Landlord, such judgment shall be satisfied only out of the proceeds
received at a judicial sale upon execution and levy against the right,
title and interest of Landlord in the Premises. If Landlord is an
individual, a trustee of a trust or a company, Landlord's obligations
hereunder shall not be binding upon, nor shall there be any personal
liability by, Landlord individually, the trustees of said trust, the
beneficiaries of said trust, the company, or the partners of the
company.
50. OPTION TO RENEW: Provided that Tenant is not in default under this
Lease, Tenant shall have the option to renew this Lease for an
additional term of Sixty (60) months commencing on the expiration of
the initial term. All of the terms and conditions of this lease shall
apply during the renewal term except that the monthly rent shall be
increased by three (3) % over the previous year's monthly rental during
each year of the renewal. This renewal option shall be exercised by
Tenant by written notice given to Landlord not less than 45 days prior
to the expiration of the initial term.
51. EARLY TERMINATION: Tenant may terminate this lease at any time after
the first 12 months of this Lease upon payment to landlord of a sum
equal to 12 months rent in which event both parties shall be released
from any further liability or obligation under this lease.
IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year
first above written.
-15-
WITNESSES: LANDLORD:
XXXXXX XXXXXXX, L.L.C,
A FLORIDA LIMITED COMPANY
/s/ Xxxxxx X. Xxxxxxxx BY: /s/ Xxxxxxx X. Xxxxxx
--------------------------------- -------------------------------
Printed Name: Xxxxxx X. Xxxxxxxx ITS: Manager
/s/ Xxxxxxx Xxxxxxxxxx
---------------------------------
Printed Name: Xxxxxxx Xxxxxxxxxx
TENANT:
ORAGENICS INC., A FLORIDA CORPORATION
/s/ Xxxxxx X. Xxxxxxxx BY: /s/ Xxxxx X. Xxxxxxx
--------------------------------- -------------------------------
Printed Name: Xxxxxx X. Xxxxxxxx ITS: President
/s/ Xxxxxxx Xxxxx
---------------------------------
Printed Name: Xxxxxxx Xxxxx
STATE OF FLORIDA
COUNTY OF ALACHUA
The foregoing instrument was acknowledged before me this 28th day of
January, 2004, by Xxxxxxx X. Xxxxxx as Manager on behalf of Xxxxxx Xxxxxxx,
L.L.C, a Florida limited company, who is personally known to me or who has
produced ________________________ as identification and who did take an oath.
/s/ Xxxxxxx Xxxxxxxxxx
------------------------------
NOTARY PUBLIC STATE OF FLORIDA
My Commission DD248314
Expires September 9, 2007
Printed Name: Xxxxxxx Xxxxxxxxxx
STATE OF FLORIDA
COUNTY OF ALACHUA
The foregoing instrument was acknowledged before me this 28th day of
January, 2004 by Xxxxx Soponis as President on behalf of Oragenics Inc., a
Florida corporation who is personally known to me or who has produced FL Drivers
License as identification and who did take an oath.
/s/ Xxxxxxx Xxxxxxxxxx
------------------------------
NOTARY PUBLIC STATE OF FLORIDA
My Commission DD248314
Expires September 9, 2007
Printed Name: Xxxxxxx Xxxxxxxxxx
-16-
EXHIBIT B
LEASEHOLD IMPROVEMENTS
Landlord agrees that, subject to delays due to causes beyond Landlord's
control, it will, at its own expense, do the following work to the Premises:
As provided in plans prepared by Xxxx Xxxxxxxx Associates, Inc.,
project No.: 03-118.
LEASE SUBORDINATION AGREEMENT
THIS AGREEMENT made as of the 14th day of April, 2004 by and between
Oragenics, Inc., a Florida corporation ("Lessee"); Xxxxxx-Xxxxxxx, L.L.C., a
Florida limited liability company ("Lessor") and SunTrust Bank, a Georgia
Banking Corporation authorized to transact business in the State of Florida,
("Mortgagee").
W I T N E S S E T H:
WHEREAS, Lessee is the lessee under a certain Business Property Lease
(the "Lease") between Lessor, as lessor and Lessee, as lessee, dated January 28,
2004, renting the premises described therein which is a part of the property
described in Exhibit "A" hereto (the "Premises") and the improvements thereon.
WHEREAS, Mortgagee has committed to make a loan to Lessor; said loan to
be secured by a first mortgage on the Premises (the "Mortgage"); and
WHEREAS, Mortgagee has required the execution of this Subordination
Agreement in order to perfect the Mortgage as a first lien on the Premises:
NOW, THEREFORE, in consideration of the premises and the sum of Ten
Dollars ($10.00), receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Lessee hereby covenants and agrees with Mortgagee that all of the
Lessee's rights under the Lease shall hereby be and shall continue to be subject
and subordinate to the lien of the Mortgage and to all advances heretofore made
or which hereafter may be made thereunder (including but not limited to all sums
advanced for the purposes of paying brokerage commissions, mortgage recording
taxes, documentary stamps, fees for examination of title, surveys and other
disbursements and charges in connection therewith), and to any extensions,
renewals or modifications thereof, including any future advances made
thereunder.
2. Lessee, by the execution of this Agreement, shall not become
responsible or liable for the payment of any sum or sums due under the note to
be secured by the Mortgage.
3. Mortgagee hereby covenants and agrees that so long as the Lessee
shall not be in default under the provisions of said Lease, said Lease shall not
be cut off nor shall any of Lessee's rights and obligations under said Lease be
disturbed by any steps or proceedings taken by the Mortgagee in the exercise of
any of its rights under the Mortgage or Note secured thereby. In the event the
Mortgagee or any other person in the exercise of any rights under the Mortgage
becomes owner of the leased premises, the undersigned Lessee shall recognize
such new owner as lessor under the Business Property Lease; the new owner to
have all the rights including, but not limited to, the right to receive and
collect rent from the Lessee, granted to Lessor and all the duties imposed upon
the lessor named as such in the Lease.
4. Lessee agrees to send to Mortgagee a copy of any notice of default
given to Lessor in connection with the Lease, said notice being only for the
purpose of informing Mortgagee of Lessor's default. Said notice shall not be
construed as placing any obligations on Mortgagee.
5. This Agreement may not be changed or terminated orally. This
Agreement shall bind and inure to the benefit of the parties hereto, their
respective successors and assigns and may be recorded in the Public Records of
Alachua County, Florida.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement
the day and year first above written.
In the presence of: "LESSEE"
ORAGENICS, INC., a Florida Corporation
(SEAL)
/s/ Xxxxxx Xxxxx BY: /s/ Xxxxx X. Xxxxxxx
Witness:
/s/ Xxxxx X. Xxxxxx ITS: President & CEO
Witness:
"LESSOR"
XXXXXX-XXXXXXX, L.L.C.,
a Florida limited liability company
(SEAL)
/s/ Xxxxxxx Xxxxx BY: /s/ Xxxxxxx X. Xxxxxx
Witness: XXXXXXX X. XXXXXX
ITS: Managing Member
/s/ Xxxxxxx Xxxxxxxxxx
Witness:
"MORTGAGEE"
SUNTRUST BANK, a Georgia Banking
Corporation(SEAL)
/s/ Xxxxxxx Xxxxx BY: /s/ Xxxxxx X. Xxxxxx
Witness: XXXXXX X. XXXXXX
/s/ Xxxxxxx Xxxxxxxxxx ITS: Assistant Vice President
Witness:
STATE OF FLORIDA )
) SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this ____ day of
April, 2004 by __________________ on behalf of Oragenics, Inc., a Florida
Corporation ("Lessee") who is personally known to me or who has produced
_______________________ as identification and who did not take an oath.
---------------------------------
NOTARY PUBLIC
Printed Name:____________________
My commission expires:
STATE OF FLORIDA )
) SS:
COUNTY OF ALACHUA )
The foregoing instrument was acknowledged before me this 14 day of
April, 2004 by Xxxxxxx X. Xxxxxx, as Managing Member of Xxxxxx-Xxxxxxx, L.L.C.,
a Florida limited liability company ("Lessor") who is personally known to me or
who has produced _____________________ as identification and who did not take an
oath.
/s/ Xxxxxxx Xxxxx
--------------------------------
NOTARY PUBLIC
Printed Name: Xxxxxxx Xxxxx
My commission expires: Dec. 17, 2004
Comm. No. DD 000000
XXXXX XX XXXXXXX )
) SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this14 day of
April, 2004 by Xxxxxx X. Xxxxxx as Assistant Vice President, on behalf of
SunTrust Bank, a Georgia Banking corporation, ("Mortgagee") who is personally
known to me or who has produced his Florida Drivers License as identification
and who did not take an oath.
/s/ Xxxxxxx Xxxxx
--------------------------------
NOTARY PUBLIC
Printed Name: Xxxxxxx Xxxxx
My commission expires: Dec. 17, 2004
Comm. No. DD 243843
FIRST AMENDMENT TO LEASE
WHEREAS, Xxxxxx-Xxxxxxx, LLC, a Florida limited company as "Landlord"
and Oragenics, Inc., a Florida corporation as "Tenant" have entered into that
certain Lease dated the 28th day of January, 2004, for that certain real
property described on the attached Exhibit "A".
and;
WHEREAS, Landlord and Tenant have requested an amendment to the Lease.
NOW, THEREFORE, the Landlord and Tenant agree as follows:
(1) The Lease is modified to read as follows:
1. (e) "Commencement Date": The later of November 15, 2004
("the anticipated Commencement Date") or the date Landlord can deliver
possession of the Premises, but in no event later than December 15,, 2004. In
the event Premises cannot be delivered by December 15, 2004, Tenant shall have
the option to cancel this lease and receive a refund of monies paid hereunder.
In the event the Commencement Date is not delayed, this lease shall expire on
November 30, 2009. (Unless sooner terminated or extended as provided herein)
All provisions of the original Agreement not amended herein shall
remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties have set their hands and seals this
15th day of November, 2004.
In the presence of: "LANDLORD"
Xxxxxx-Xxxxxxx, LLC, a Florida limited
company
/s/ Xxxxxxx X. Xxxxxx
---------------------------------- ---------------------
Printed Name:_____________________ By: XXXXXXX X. XXXXXX
Its: Manager
----------------------------------
Printed Name:_____________________
"TENANT"
Oragenics, Inc., a Florida corporation
/s/ Xxxxx X. Xxxxxxx
---------------------------------- ---------------------
Printed Name:_____________________ By: Xxxxx X. Xxxxxxx
---------------------------------
Its: President and CEO
----------------------------------
Printed Name:_____________________
