EXHIBIT 10.10
LICENSE AGREEMENT
THIS AGREEMENT (the "AGREEMENT") entered into as of this 1st day of
July, 2003, between PATRIOT NATIONAL BANK ("LICENSOR"), having its principal
place of business at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and L.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ("LICENSEE") an individual having an address at ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
W I T N E S S E T H
WHEREAS, pursuant to that certain lease attached hereto as EXHIBIT A
and dated as of January 15, 2003 (the "LEASE"), between ▇▇▇▇▇▇▇▇▇ & Tehrani,
LLC, as landlord ("LANDLORD"), and Licensor, as tenant, Licensor is the holder
of a leasehold interest in certain retail space presently, consisting of
approximately 3,032 square feet ("LICENSOR'S PREMISES"), which is known as
location 109 of Ridge Plaza, 838 High Ridge Road, Stamford, Connecticut (the
"BUILDING"); and
WHEREAS, Licensee is presently a member of the Board of Directors of
the Licensor; and
WHEREAS, Licensee desires to obtain from Licensor a license to occupy
a portion of Licensor's Premises, constituting approximately 135 square feet
(said portion, as more particularly outlined on EXHIBIT B hereto, the "LICENSED
PREMISES"), and use the furniture contained therein (said furniture, as more
particularly described on EXHIBIT C, the "FURNITURE"); and
WHEREAS, Licensor is willing to grant such license under the terms and
conditions as set forth in this Agreement;
NOW, THEREFORE, for and in consideration of the foregoing premises,
which are incorporated herein, and Ten ($10.00) Dollars and other good and
valuable consideration which the parties hereto deem to be adequate, Licensor
and Licensee hereby agree as follows:
1. LICENSE. Licensor hereby grants Licensee a revocable license (the
"LICENSE"): (i) to use the Licensed Premises and the Furniture contained therein
for the sole purpose of conducting general and executive offices uses only and;
and (ii) for non-exclusive use of those portions of the Licensor's Premises
necessary to access the Licensed Premises. Such License shall be limited to such
hours when Licensor shall be open for business to the general public, subject to
and in accordance with the terms and conditions of this Agreement.
2. TERM; TERMINATION. The term of the License (the "TERM") shall
commence on April 1, 2003 (the "COMMENCEMENT DATE"), and terminate on the first
to occur of: (i) the expiration or earlier termination of the Lease, (ii) when
Licensor shall no longer occupy the Licensor's Premises, (iii) upon written
notice to Licensee of Licensor's election to terminate the License; or (iv) the
date upon which Licensee is no longer a director of Licensor.
3. LICENSE FEES; ELECTRICITY CHARGES; MANAGEMENT FEE.
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(a) During the Term, Licensee shall pay Licensor, in
consideration of Licensor granting to Licensee the License hereunder, (i) a
monthly, base license charge as outlined on EXHIBIT D attached hereto; (ii)
4.453 percent of all additional rent charged to Licensor by Landlord under the
Lease (including, but not limited to, charges for real estate taxes, insurance
and Landlord's common area costs; and (iii) a monthly usage fee for use of the
Furniture at the rate of $29.14 per month (or $349.71 per year (the charges or
fees described in subsections (i) through (iii) above, collectively, the
"LICENSE FEE"). Notwithstanding anything to the contrary contained herein, the
definition of License Fee shall not include any portion of additional rent
charged to Licensor by Landlord which is attributable to Licensor's default or
delay in performing its obligations under the Lease. Said License Fee shall be
paid in equal monthly installments specified above, in advance, on the first day
of each month during the Term, to Licensor's address specified above, or
elsewhere as directed in writing by Licensor. Said License Fee payments shall be
paid throughout the Term, without notice or demand, and without set-off,
abatement, deduction or counterclaim, except as specifically provided in this
License Agreement. If Licensee fails to pay when due any License Fee payments,
Licensee shall pay Licensor a late charge for Licensor's administrative expenses
equal to five percent (5%) of such unpaid amount per month until paid. Licensee
shall also pay Licensor interest on such unpaid amount at the rate of twelve
percent (12%) per annum (but not to exceed the highest rate permitted by
applicable "LAWS" (as hereinafter defined), said interest to apply from the date
such payment was due until paid. Said late charge and interest shall be in
addition to (and not in lieu of) any other rights or remedies available to
Licensor under this License Agreement or at law or in equity. Any unperformed
obligations of Licensee under this License Agreement (including, without
limitation, any License Fee obligations) shall survive the Term.
(b) During the Term, Licensee shall pay Licensor, in further
consideration of Licensor granting to Licensee the License hereunder a monthly
electricity fee at the rate of $19.68 per month (or $236.25 per year (the
"ELECTRICITY FEE"). Said Electricity Fee shall be paid in equal monthly
installments specified above, in advance, on the first day of each month during
the Term, to Licensor's address specified above, or elsewhere as directed in
writing by Licensor. Said Electricity Fee payments shall be paid throughout the
Term, without notice or demand, and without set-off, abatement, deduction or
counterclaim, except as specifically provided in this License Agreement. If
Licensee fails to pay when due any Electricity Fee payments, Licensee shall pay
Licensor a late charge for Licensor's administrative expenses equal to five
percent (5%) of such unpaid amount per month until paid. Licensee shall also pay
Licensor interest on such unpaid amount at the rate of twelve percent (12%) per
annum (but not to exceed the highest rate permitted by applicable "LAWS" (as
hereinafter defined), said interest to apply from the date such payment was due
until paid. Said late charge and interest shall be in addition to (and not in
lieu of) any other rights or remedies available to Licensor under this License
Agreement or at law or in equity. Any unperformed obligations of Licensee under
this License Agreement (including, without limitation, any License Fee
obligations) shall survive the Term.
(c) During the Term, Licensee shall pay Licensor, in further
consideration of Licensor granting to Licensee the License hereunder a
management fee at the rate of ten percent (10%) of the total amount of License
Fee and Electricity Fee charged to Licensee by Licensor for the immediately
preceding month (the "MANAGEMENT FEE"). Said Management Fee shall be paid by
Licensee within ten (10) days of receiving an invoice therefor
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from Licensor, to Licensor's address specified above, or elsewhere as directed
in writing by Licensor. Said Management Fee payments shall be paid throughout
the Term, without t set-off, abatement, deduction or counterclaim, except as
specifically provided in this License Agreement. If Licensee fails to pay when
due any Management Fee payments, Licensee shall pay Licensor a late charge for
Licensor's administrative expenses equal to five percent (5%) of such unpaid
amount per month until paid. Licensee shall also pay Licensor interest on such
unpaid amount at the rate of twelve percent (12%) per annum (but not to exceed
the highest rate permitted by applicable "LAWS" (as hereinafter defined), said
interest to apply from the date such payment was due until paid. Said late
charge and interest shall be in addition to (and not in lieu of) any other
rights or remedies available to Licensor under this License Agreement or at law
or in equity. Any unperformed obligations of Licensee under this License
Agreement (including, without limitation, any License Fee obligations) shall
survive the Term.
4. CONDITION; NO REPRESENTATIONS. Licensee hereby accepts the
Licensed Premises, in their current, "as-is", "where-is" condition, and
acknowledges that Licensor has made no promises or representations (express or
implied) as to the suitability, legality or condition of the Licensed Premises
or the Building for the Licensee's purposes. Licensor shall have no obligation
to perform any fit-up, preparatory or demising work with respect to the Licensed
Premises or in any other respect.
5. INDEMNITY. Licensee hereby agrees to indemnify, defend and hold
Licensor harmless from and against any and all demands, claims, causes of
action, damages, losses, liabilities, judgments, costs and expenses (including,
without limitation, reasonable attorneys' fees and costs) incurred in connection
with, or arising from, the use of the Licensed Premises (or any breaches of this
Agreement) by Licensee or its invitees. This indemnity shall not apply to any
adjudicated negligence or willful misconduct of Licensor. This indemnity shall
survive the Term.
6. INSURANCE. Licensee, at its expense, shall maintain in force
during the Term comprehensive general liability insurance (including, without
limitation, legal liability, contractual liability coverages) in an amount not
less than $1,000,000.00 for personal injury or death, and $1,000,000.00 for
property damage (aggregate coverages), and excess and employer's liability
insurance, in an amount not less than $1,000,000.00, all protecting Licensor as
additional insured, against any and all claims in connection with the Licensed
Premises. All Licensee's insurance coverages hereunder shall be provided by
reputable insurance carrier(s) reasonably satisfactory to Licensor. The parties
waive for themselves and their respective insurance carriers, and shall use
reasonable efforts to cause their respective casualty and property damage
insurance policies to contain a waiver of, the right of subrogation against the
other party. Licensee shall provide Licensor with the original insurance
policies required herein (or appropriate certificates therefor evidencing
payment of all applicable premiums for same) on or before the commencement of
the Term.
7. MAINTENANCE; REPAIRS; ETC. Licensee, at its expense, shall
promptly perform (or cause to be performed) all maintenance and repairs, as and
when needed, to keep the Licensed Premises and all property therein and
appurtenances pertaining thereto (including, without limitation, any and all
interior doors, carpeting, systems, fixtures, furniture, furnishings, equipment,
non-structural items, and the interior portions thereof) in good order, repair
and
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condition, reasonable wear and tear excepted. Licensor or shall perform all
necessary capital replacements and structural repairs in and to the License
Area, including, without limitation, windows, building systems, and exterior
portions thereof, except such items shall be performed by Licensor at Licensee's
sole cost and expense if caused by the negligence or willful misconduct of
Licensee or Licensee's agents, employees, guests, contractors or subcontractors.
8. LICENSEE'S COVENANTS; SURRENDER. Licensee hereby covenants and
agrees that Licensee will not do anything in, about or with respect to the
Licensed Premises, the Licensor's Premises or the Building which will constitute
a default under the Lease or this Agreement, or fail to do anything which
Licensee is obligated to do under the terms of this License which would
constitute a default under the Lease or this Agreement. Licensee shall also not
do or fail to do anything in or about the Licensed Premises or the Licensor's
Premises which would interfere with Licensor's use and occupancy, or business
operations of those portions of the Licensor's Premises excluding the Licensed
Premises. Licensee hereby agrees to indemnify, defend and hold Licensor harmless
from any and all losses, claims, liabilities, damages, costs or expenses
(including, without limitation, reasonable attorneys' fees and costs) arising
from Licensee's actions or omissions, or Licensee's failure to perform or
observe any of the terms and conditions of the Lease or this License, or the
use, occupancy or operation of the Licensed Premises by Licensee or Licensee's
agents, employees, contractors, subcontractors, invitees, licensees, Licensees
or assigns. In the event of any breach of the Lease or this Agreement by
Licensee, Licensor shall have all of the rights and remedies available to
Landlord against Licensor under the Lease or at law or equity, as if such breach
occurred under such document. Licensee hereby warrants and represents that it
has read and is familiar with all of the terms and provisions of the Lease. At
the expiration or sooner termination of the Term, Licensee shall timely vacate
and surrender the Licensed Premises vacant (except for the Furniture)
"broom-clean" and in the same condition as existed on the commencement date of
the Term, reasonable wear and tear excepted, and otherwise in accordance with
all surrender and other relevant provisions of the Lease, and with all of the
Furniture in as good condition and repair as when originally provided to
Licensee. Licensee's obligations and covenants under this Section shall survive
the Term.
9. ALTERATIONS; ETC. Licensee shall make no alterations, additions
or improvements to the Licensed Premises.
10. TRANSFERS; ETC. Licensee shall have no right to assign, mortgage,
hypothecate or otherwise transfer any right or interest under this License
Agreement, nor shall Licensee have any right to sublet or further license all or
any part of any interest in the Licensed Premises, or otherwise permit any other
uses of the Licensed Premises. Any attempt by Licensee to so assign or sublet or
otherwise transfer shall be null and void and of no effect.
11. LEGAL REQUIREMENTS: RULES AND REGULATIONS; BREACHES. The License
is subject to the strict observance by Licensee, at Licensee's sole cost and
expense, of: (a) any and all rules and regulations for the Licensed Premises
and/or Building reasonably imposed by Licensor and or Landlord (the "RULES"),
provided such Rules do not unreasonably impair Licensee's use of the Licensed
Premises for the purposes permitted hereunder; and (b) with respect to
Licensee's use of the Licensed Premises, any and all present and future
applicable laws, rules, orders, ordinances, regulations, statutes, requirements,
codes and executive orders
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(collectively, "LAWS") of all governmental or any quasi-governmental
authorities, in each case now existing or hereafter created, having jurisdiction
over the Building or any portion thereof. Notwithstanding anything to the
contrary contained in this License Agreement, in the case of any breach or
violation by Licensee of any Rules or Laws, or of any material obligation under
this License Agreement, which is not cured, to the satisfaction of the Licensor,
within five (5) days after Licensor's written notice of such breach or violation
to Licensee, this License Agreement may be terminated by Licensor upon written
notice thereof to Licensee, and Licensee shall remain liable for Licensor's
lawful damages incurred as a result of such breach(es) or violation(s).
12. USE; PROHIBITIONS. Licensee shall have the non-exclusive use of
those portions of Licensor's Premises necessary to access the Licensed Premises
solely to access the Licensed Premises. Licensee shall use the Licensed Premises
in such a way as to not materially interfere with Licensor's use and enjoyment
of the Licensor's Premises.
13. LICENSE AND NOT A LEASE: NO RECORDING. This License Agreement
shall not be deemed to create a leasehold interest or any other type of
conveyance. Licensee shall not record this License Agreement or any portion or
memorandum thereof in the applicable Land Records or with any Town Clerk's
Office or with any other public authority.
14. CURE AND REIMBURSEMENT. If Licensee shall be in violation of any
obligation contained in this License Agreement to be performed by Licensee,
Licensor may, upon at least five (5) days written notice to Licensee, or without
notice if in Licensor's reasonable judgement a genuine emergency exists, perform
the same for the account of and at the expense of Licensee. Licensee shall
reimburse Licensor, within five (5) days of being billed therefor, for any and
all lawful damages, and any costs and expenses incurred by Licensor (including,
without limitation, reasonable attorney's fees and costs) in connection with any
such violation.
15. ACCESS. Licensor and/or its agents shall have the right to enter
the Licensed Premises at all reasonable times, after at least twenty-four (24)
hours' prior written notice to Licensee (except for bona fide emergencies, for
which immediate access shall be allowed), to examine the same, and/or to make
such repairs, additions or alterations as Licensor may deem reasonably necessary
for the safety, services, preservation, marketability or restoration of the
Licensed Premises or Building (Licensor having no obligation therefor except as
specifically provided in this License Agreement.
16. SUBORDINATION; INCORPORATION. This License is subject and
subordinate to all of the covenants, agreements, terms, provisions, conditions
and obligations of the Lease, as amended and/or extended. All of the covenants,
agreements, terms, provisions, conditions, obligations and Rules and Regulations
of the Lease are hereby incorporated herein by reference with the same force and
effect as if they were fully set forth herein, and Licensee hereby agrees to be
bound thereby except as clearly inconsistent with the terms hereof, I.E.:
(a) Any reference in the Lease or to:
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(b) "Landlord" or "Tenant" shall mean Licensor and Licensee,
respectively, herein; and (b) the "Premises" shall mean the Licensed Premises
hereunder;
(c) In all instances where consent or approval of the Landlord
is required under the Lease, the consent or approval of each of Landlord and
Licensor shall be required hereunder;
(d) Notwithstanding anything to the contrary contained herein,
it is understood and agreed that, any and all work, maintenance, repairs,
alterations, construction, restoration, replacements, or any facilities and
services (all said items, collectively, the "Services") to be made and/or
furnished to the Licensed Premises or the Building or any common areas or
appurtenances thereof pursuant to any provisions of the Lease will in fact be
furnished by Landlord, and not by Licensor. Licensor shall in no event be liable
to Licensee, nor shall Licensee's obligations hereunder be impaired or the
performance thereof excused, because of any failure or delay on the Landlord's
part in furnishing any such Services. Licensee shall look solely to Landlord for
the performance of such Services, and Licensor makes no representations
hereunder (either express or implied) as to the availability or adequacy of such
Services. Licensor agrees, however, at no cost to Licensor, to cooperate
diligently and in good faith with Licensee to attempt to obtain any such
Services from Landlord, provided Licensee is not in default hereunder.
(e) Notwithstanding anything to the contrary contained herein,
Sections 3.1, 3.2, 8.1, 11.1 and 24.12 of the Lease are not incorporated into
this Sublease.
(f) In the event of any conflict between the terms of the Lease
and this License, this License shall govern and control in each instance with
respect to Licensor's and Licensee's respective obligations hereunder.
17. NOTICES. Any notices, consents, demands, requests or other
communications required or desired to be given under this License Agreement
shall be in writing and shall be deemed sufficiently given or rendered if
delivered by hand (against a signed receipt), or if delivered by reputable,
commercial overnight courier (against a signed receipt), or three (3) business
days after being sent if sent by registered or certified mail (postage prepaid,
return receipt requested) addressed: (a) if to Licensee at Licensee's address
set forth in this License Agreement; or (b) if to Licensor, notices shall be
sent as to ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn.: Chief Operating
Officer; and in each case with copies to ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLC, Four Stamford
Plaza, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn.: ▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
Any such notice, consent, demand, request or other communication shall be deemed
to have been rendered or given on the date when it has been hand delivered, on
the date of delivery by overnight courier, or three (3) business days from when
it has been mailed as provided in this Paragraph. The parties shall have the
right to change their respective notice addresses, from time to time, by written
notice to the other given in accordance with this Paragraph.
18. BROKERAGE. Each party hereby warrants and represents it has not
engaged or dealt with any realtor, broker or agent in connection with the
procurement or negotiation of
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this License Agreement, and each party agrees to indemnify, defend and hold the
other harmless from and against any and all claims, liabilities, damages and
expenses (including reasonable attorneys' fees and costs), for any claims or
charges raised or instituted by any broker claiming to have been retained by the
indemnifying party in connection with this License Agreement. Said indemnity
shall survive the Term.
19. LANDLORD CONSENT CONTINGENCY. Notwithstanding anything to the
contrary contained in this Agreement, this Agreement is subject to and
contingent upon Landlord's written consent to this Agreement, which Licensor,
through itself or its designee(s), agrees to attempt to obtain with reasonable
diligence promptly after the parties' execution and delivery of this Agreement.
Licensee shall reasonably and promptly cooperate with Licensor, in good faith,
in obtaining said consent (including, without limitation, complying with any of
Landlord's commercially reasonable requirements in connection therewith). If
Licensor is unable to obtain said consent by the date which is thirty (30) days
after the date of this Agreement, then (unless Licensor otherwise agrees in
writing to extend such date) this Agreement, upon notice from Licensor, shall be
null and void and of no effect as of the date designated for termination in such
notice.
20. MISCELLANEOUS. This License Agreement shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns. This
License Agreement constitutes the complete agreement of the parties regarding
the subject matters set forth herein, and supercedes any prior or
contemporaneous agreements relating to such subject matters. This License
Agreement shall not be changed or modified except by a writing signed by the
party(ies) to be bound thereby. This License Agreement shall be governed by and
construed under the laws of the State of Connecticut. If any provision of this
License Agreement is found by a court of competent jurisdiction to be illegal,
invalid or unenforceable, the remainder of this License Agreement shall not be
affected thereby, and in lieu of each such defective provision, there shall be
added, as a part of this License Agreement, a legal, valid and enforceable
provision as similar to such defective provision as may be possible. This
License Agreement may be signed in individual counterparts and, upon execution
by and delivery to Licensor and Licensee hereto, each such executed and
delivered counterpart shall constitute a fully executed counterpart of this
License Agreement. This License Agreement shall in no event be binding on
Licensor (and Licensee shall have no rights or claims whatsoever in connection
with the License Premises or this License Agreement) unless and until Licensee
executes and delivers this License Agreement to Licensor and Licensor thereafter
executes same and returns a fully executed counterpart thereof to Licensor. This
License Agreement maybe executed and delivered via facsimile transmission, and
any faxed signatures shall constitute original signatures. This License
Agreement is subject and subordinate to all instruments, mortgages, ground or
superior License Agreements or other encumbrances which may now or hereafter
affect the Licensed Premises or the Building, and to all renewals,
modifications, consolidations, replacements and extensions thereof. This clause
shall be self-operative and no further instrument of subordination shall be
required. Mention of any particular remedies or damages in this License
Agreement shall not prevent Licensor from claiming and/or collecting any
available rights and/or remedies and/or collecting the maximum amounts of
damages allowed by applicable Laws. There shall be no waiver or estoppel by
Licensor in connection with this License Agreement unless same is effected
specifically by written agreement executed and delivered by Licensor, and no
waiver by Licensor of any breach or default hereunder shall be deemed a waiver
of any subsequent breach
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or default of the same or any other term herein, nor shall any custom, practice
or course of dealings between Licensor and Licensee be construed as a waiver or
diminution of Licensor's rights to insist upon the strict performance by
Licensee of any of the terms contained in this License Agreement.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals on
the date first above mentioned.
LICENSOR:
PATRIOT NATIONAL BANK
By:
---------------------------------------
LICENSEE:
---------------------------------------
L. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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EXHIBIT A
LEASE
(ATTACHED)
10
EXHIBIT B
LICENSES PREMISES
(see attached diagram)
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EXHIBIT C
FURNITURE
Two Guest Chairs
Credenza
Desk
Desk Chair
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EXHIBIT D
BASE LICENSE CHARGE
Lic. Year* Sq.Ft. Annual Rate Per Sq.Ft. Annual Rate Monthly Rate
--------- ------ ---------------------- ----------- ------------
1-2 135 33.00 $ 4,455.00 $ 371.25
3 135 34.00 $ 4,590.00 $ 382.50
4 - end of License Term: the Base License Charge for the fourth License Year
through the end of the License Term shall be adjusted annually using the
Consumer Price index annual calendar year average for all urban consumers (U.S.
City average, all items i.e. (CPI-U)) as reported by the U.S. Department of
Labor, Bureau of Labor Statistics (1982-1984 = 100). If the publication of the
Consumer Price Index shall be discontinued, the parties hereto shall thereafter
accept comparable statistics from the U.S. Department of Labor, Bureau of Labor
Statistics. Licensor shall endeavor to, on or before March 30th of each year,
submit to Licensee a new annual Base License Charge for the upcoming License
Year. Each new annual Base License Charge shall be the annual Base License
Charge for the previous License Year adjusted by the percentage change of the
previous calendar year's Consumer Price Index.
* Lic. Year (or License Year) shall mean the twelve (12) month period beginning
on the Commencement Date, and each ensuing twelve (12) month period during the
Term, with the last License Year ending on the last day of the Term. Although
this Exhibit contemplates that the Term of this License will exceed 4 License
Years, the parties hereto acknowledge that the License Term may expire or
terminate before such time, pursuant to the terms of the License.
