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EXHIBIT 10.g
LEASE AGREEMENT
BETWEEN
OLD CARRIAGE ASSOCIATES, LANDLORD
AND
CRYOMEDICAL SCIENCES, INC., TENANT
Section Page
1. DESCRIPTION OF THE PROPERTY 1
(a) Demised Premises 1
(b) Common Areas 1
2. TERM 1
3. USE OF PREMISES 1
4. RENT 1
(a) Base Rent 1
(b) Renewal Option 1
(c) Timely Payment 2
5. SECURITY DEPOSIT 2
6. UTILITIES AND SERVICES 2
(a) Costs 2
(b) Interruption of Service 2
7. MAINTENANCE AND REPAIRS 3
(a) By Landlord 3
(b) By Tenant 3
8. ALTERATIONS 3
(a) By Landlord 3
(b) By Tenant 3
9. INDEMNIFICATION AND LIABILITY OF LANDLORD 3
(a) Indemnification by Tenant 3
(b) Limited Liability of Landlord 3
10. INSURANCE 3
11. CASUALTY OR CONDEMNATION 3
12. ASSIGNMENT AND SUBLETTING 4
13. TENANT'S DEFAULT 4
(a) Events of Default 4
(b) Landlord's Remedies 4
14. COSTS OF COLLECTION AND ENFORCEMENT 4
15. SUBORDINATION 4
16. ATTORNMENT 5
17. ESTOPPEL CERTIFICATES 5
18. SURRENDER OF PREMISES 5
19. LEASING COMMISSIONS 5
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20. GENERAL PROVISIONS 5
(a) Entire Agreement 5
(b) Time of the Essence 5
(c) Separability 5
(d) No Waiver 5
(e) Cumulative Remedies 6
(f) Captions 6
(g) Notices 6
(h) Authority 6
(i) Applicable Laws 6
EXHIBIT B Rules and Regulations
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LEASE AGREEMENT
THIS LEASE is executed this 27th day of April, 2000 by and between OLD
CARRIAGE ASSOCIATES, having a business address at 0000 Xxxxxxx Xxxx Xxxx,
Xxxxxx, Xxxxxxxx 00000 (the "Landlord") and CRYOMEDICAL SCIENCES, INC., having
a business address at 0000 Xxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx 00000 (the "Tenant").
1. DESCRIPTION OF THE PROPERTY.
(a) Demised Premises. Subject to the terms and conditions of this
Lease, and in consideration of the rent to be paid by Tenant and the agreements
to be observed and performed by Tenant, Landlord hereby leases approximately
1,500 rentable square feet of the one-story building (the "Building") located
at 0000 Xxx Xxxxx Xxxxx Xxxx, Xxxx 0, Xxxxxxxxx, Xxxxxxxx 00000 (the
"Property").
(b) Common Areas. Tenant will have the right, in common with others,
to use and enjoy the parking areas, driveways, entrances, walkways, and other
common facilities or improvements serving the Premises.
2. TERM.
The initial term of this Lease (the "Lease Term") will be for a
period of one (1) year. The Term will commence at 8:00 a.m. on May 15, 2000 and
will terminate at 5:00 p.m. on May 14, 2001.
3. USE OF PREMISES.
Tenant will use the Premises only for warehouse and manufacturing of
medical equipment and for no other purpose. In its use of the Premises and the
Building, Tenant will not violate any public law, ordinance or regulation. No
hazardous materials, except normal office equipment solvents, etc., shall be
used by Tenant on the Premises. In addition, Tenant will comply with all rules
and regulations from time to time promulgated by the Landlord for operation of
the Building. A copy of the current rules and regulations for the Building is
attached as Exhibit B. A violation of any of the rules and regulations
constitutes a default by Tenant under this Lease.
4. RENT.
(a) Base Rent. Tenant will pay to Landlord base rent (the "Base
Rent") in accordance with the following schedule:
05/15/00 - Rent abated in lieu of Tenant making all improvements
to the space
06/14/00
06/15/00 - $750.00 per month for 11 months
05/14/01
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Payments of Base Rent will be made in advance, without notice being sent to
Tenant or demand being made by Landlord, on the first day of each month; if
only a part of a calendar month falls within the Lease Term, a per diem
adjustment in Base Rent will be made with respect to such month.
(b) Renewal Option. It is agreed that the Tenant shall have the
privilege of renewing this lease for one (1) additional term of one (1) year
under the same terms and conditions contained in this lease, except said rental
for the one (1) year option period shall be adjusted to Nine Thousand Four
Hundred Fifty Dollars ($9,450.00) per annum, which shall be payable in equal
monthly installments of Seven Hundred Eighty Seven Dollars and Fifty Cents
($787.50).
Notice of election to exercise this renewal must be given
Landlord in writing at least ninety (90) days prior to the expiration of the
then current term of this lease.
(c) Timely Payment. All payments of Base Rent, and any other item
of additional rent will be made by Tenant without right of off-set or
deduction, at such address as the Landlord may from time to time designate. If
Tenant fails to make any payment on the date such payment is due, Tenant will
pay to Landlord as additional rent on the date the next payment of Base Rent is
due (i) a late charge equal to 10% of the amount of such late payment and (ii)
default interest equal to 12% per year for each day that such payment remains
due but unpaid.
5. SECURITY DEPOSIT.
Landlord acknowledges receipt of a security deposit from Tenant in the
amount of Seven Hundred Fifty Dollars ($750.00). Provided there exists no
breach of this Lease by Tenant, the security deposit will be returned to
Tenant, without interest, at the termination of the Lease Term. If all or any
part of the security deposit is applied to an obligation of Tenant under this
Lease, Tenant will upon request by Landlord immediately restore the security
deposit to its original amount. Tenant will not have the right to call upon
Landlord to apply all or any part of the security deposit to cure any default
or fulfill any obligation of Tenant, but such use will be solely in the
discretion of Landlord. Upon a transfer of Landlord's interest under this
Lease, the security deposit may be delivered to Landlord's successor. Upon such
delivery, Tenant agrees to look solely to any such successor, and hereby
releases Landlord of all liability with respect to the security deposit.
6. UTILITIES AND SERVICES.
(a) Costs. The cost of furnishing utilities and other services to
the Premises will be allocated as follows:
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Tenant's Sole
Utility or Cost and Include in
Service Responsibility Base Rent
------------- ------------------ --------------
Water and
Sewage X
Fuel for X
hot water
Electricity X
Heat X
Air X
Conditioning
Janitorial X
service and
supplies
Parking Tenant will be entitled to open parking spaces at no
charge. Landlord reserves the right to designate the
location of Tenant's parking spaces and Tenant agrees
that Tenant and Tenant's employees will use only the
spaces so designated.
(b) Interruption of Service. If any of the utilities or services furnished
to the Premises or the Property fails or is temporarily disrupted for any
reason beyond the reasonable control of Landlord, then (i) Landlord will use
reasonable diligence to effect a resumption of the utility or service; (ii)
Landlord will not be liable for any damage suffered by Tenant or others due
to such failure or disruption; and (iii) there will be no off-set or
deduction from Base Rent, or any other item payable as additional rent
under this Lease.
7. MAINTENANCE AND REPAIRS
(a) By Landlord. Landlord will, at its expense, maintain the common
areas and the exterior of the Building in a clean, safe and sanitary
condition and will make all necessary structural repairs or replacements
to the Building and the Premises. Tenant will, however, be responsible for
reimbursing Landlord for any maintenance, repairs or replacements necessitated
by the negligent or willful acts of Tenant, its agents, employees, customers,
contractors, visitors or licensees. Tenant will pay to Landlord, as
additional rent, the cost of any such maintenance, repairs or replacements
within thirty (30) days after receipt of a statements from Landlord indicating
the amount due. Tenant will give Landlord prompt written notice of the
necessity for such maintenance, repairs or replacements, regardless of the
cause.
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(b) By Tenant. Tenant will, at its expense, maintain the Premises in a
clean, safe and sanitary condition and will make all necessary non-structural
repairs or replacements to the Premises.
8. ALTERATIONS.
(a) By Landlord. The Premises are leased to Tenant in "as is" condition,
and Landlord will have no obligation to make any alterations including air
conditioning system. Landlord grants permission to Tenant to make any tenant
improvements at the Tenant's entire expense.
(b) By Tenant. Tenant will not make any installations, alterations,
additions or improvements to the Premises or the Building without the prior
written consent of the Landlord. All such alterations, installations,
additions or improvements will be done at the sole cost of Tenant by
contractors approved by Landlord, and will be done at such times as Landlord
may designate. All alterations, installations, additions or improvements,
excluding only Tenant's office furniture, trade fixtures and equipment
removable without damage to the Premises, will be the property of Landlord and
will remain upon or a part of the Premises upon the termination of this
Lease.
9. INDEMNIFICATION AND LIABILITY OF LANDLORD.
(a) Indemnification by Tenant. Tenant agrees to indemnify, defend, and
save the Landlord harmless from and against any cause of action, suit, claim,
damage, loss or expense (including reasonable attorneys' fees) that may arise
from the use of the Premises or Building-by Tenant, its agents, employees,
customers, contractors, visitors or licensees, unless such cause of action,
suit, claim, damage, loss or expense arises from any omission, fault,
negligence or other misconduct of the Landlord. Tenant will not settle any
cause of action, suit or claim against Landlord without Landlord's prior
written consent, which consent will not be unreasonably withheld.
(b) Limited Liability of Landlord. Tenant acknowledges that upon any
default of this Lease by Landlord, Tenant's sole remedy will be against the
interest of Landlord in the Property. Tenant further acknowledges that neither
the Landlord nor any partner nor shareholder of Landlord shall have any
personal liability with respect to any claim arising out of this Lease.
10. INSURANCE
Tenant will maintain public liability and property damage insurance with
respect to the Premises and the business of Tenant, with limits of liability of
$1,000,000.00 in respect to injuries to or death of any one person,
$1,000,000.00 in respect to any one occurrence, and $500,000.00 in respect to
destruction or damage to property. Tenant's insurance policy will name Landlord
as an additional insured, and will provide that Landlord will be given at least
ten (10) days advance written notice in the event of cancellation. Tenant will
deliver to Landlord on demand evidence of such insurance coverage.
11. CASUALTY OR CONDEMNATION.
If at any time during the Lease Term all or substantially all of the
Premises or Building is destroyed by fire or other casualty, or if all or
substantially all of the Building is taken by the exercise of the governmental
power of eminent domain, this Lease will automatically terminate as of the date
of such
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destruction or taking. If, however less than all or substantially all of the
Premises or Building is damaged by fire or other casualty, Landlord shall have
the option either (i) to repair promptly and diligently such damage, in which
case this Lease shall remain in effect without any abatement of Tenant's
obligations or (ii) to terminate this Lease as of the date of such damage. If
this Lease is terminated in accordance with this Section 11 then, provided the
damage to the Premises or the Building was not caused by Tenant, its agents,
employees, customers, contractors, visitors or licensees, Tenant will be
released from all further liabilities under this Lease and Tenant hereby agrees
to release Landlord from all further liabilities, including any claim for
damages Tenant may otherwise have had.
12. ASSIGNMENT AND SUBLETTING.
Tenant may not, without Landlord's prior written consent (such
consent not be unreasonably withheld or delayed), assign this Lease or make
any sublease or permit occupancy of the Premises by anyone other than Tenant.
13. TENANT'S DEFAULT.
(a) Events of Default. The occurrence of any of the following will
constitute an event of default by Tenant under this Lease:
(i) Tenant's failure to pay Base Rent, or any other item
of additional rent required of the Tenant under this Lease within five (5) days
after written notice from Landlord;
(ii) Tenant's failure to perform or observe any other
agreement or condition on the Tenant's part to be performed or observed under
this Lease within ten (10) days after receipt of written notice from Landlord;
or
(iii) the filing by Tenant of a voluntary petition in
bankruptcy, the filing of an involuntary petition in bankruptcy against Tenant,
Tenant's adjudication as bankrupt or insolvent, or any other action pursuant to
which Tenant seeks the protection of the state or federal bankruptcy laws.
(b) Landlord's Remedies. Upon the occurrence of an event of default
by Tenant under this Lease, Landlord may, in addition to any other remedies it
may have available at law or in equity, retake possession of the Premises
without further notice to Tenant and with or without process of law. Tenant
hereby waives its statutory rights (including without limitation, rights of
redemption and rights to trial by jury to the extent such rights may be
lawfully waived). Landlord may, without notice to Tenant, store Tenant's
furnishings, equipment, and other items of personal property and those of any
person claiming through or under Tenant, at the expense and risk of Tenant
and, if Landlord so elects, may sell such furnishings, equipment and personal
property at public or private sale and apply the net proceeds to the payment of
all sums due to Landlord from Tenant, and pay over the balance, if any, to
Tenant. Notwithstanding that Landlord has retaken possession of the Premises,
Tenant shall continue to be liable to Landlord for all payments of Base Rent,
during the remaining term of this Lease until such time as Landlord has relet
the Premises on terms no less favorable than those contained in the Lease.
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14. COSTS OF COLLECTION AND ENFORCEMENT.
Tenant will be liable for any costs or expenses incurred by Landlord
in enforcing any terms of this Lease, or in pursuing any legal action for
enforcement of Landlord's rights, including reasonable attorney's fees and any
other related costs or expenses, should Landlord prevail in any enforcement
action. Landlord will be liable for any costs or expenses incurred by Tenant in
enforcing any terms of this Lease, or in pursuing any legal action for
enforcement of Tenant's rights, including reasonable attorney's fees and any
other related costs or expenses, should Tenant prevail in any enforcement
action.
15. SUBORDINATION.
Tenant accepts this Lease and the tenancy created by this Lease,
subject to and subordinate to any mortgage, deed of trust, or other security
interest now existing or hereafter made against the Property or any part of
the Property. Although such subordination will be automatic, without further
act by Tenant, upon request of Landlord or request of the owner of the Property,
Tenant will execute any instrument that may be reasonably requested for the
purpose of confirming that this Lease is subject and subordinate to any such
mortgage, deed of trust, or other security interest.
16. ATTORNMENT.
Tenant agrees that upon any termination of Landlord's interest in
the Property, Tenant will, upon request, attorn to the Landlord's successor
and subsequent successors, and will pay to such successor the Base Rent, and
all other items of additional rent required to be paid by the Tenant and
perform all other terms, covenants, conditions, and obligations of Tenant
provided in this Lease.
17. ESTOPPEL CERTIFICATES.
Landlord and Tenant agree at any time and from time to time, upon
written request by the other party, to execute, acknowledge and deliver to such
other party a statement in writing certifying that this Lease is unmodified and
in full force and effect (or, if there have been any modifications, that the
Lease is in full force and effect as modified, and stating the modifications),
the dates to which Base Rent, has been paid, and whether there is any existing
notice of default served by either Landlord or Tenant. It is intended that such
statement delivered pursuant to this Section 17 may be relied upon by a
prospective purchaser or any lender.
18. SURRENDER OF PREMISES.
Upon the expiration or earlier termination of this Lease, Tenant
will, without notice from Landlord, surrender possession of Premises broom
clean and in as good condition and repair as the Premises are on the date of
this Lease, reasonable wear and tear excepted. If Tenant fails to surrender
immediately possession of the Premises, then Tenant will, at Landlord's sole
election, become a tenant from month to month upon all the terms, covenants and
conditions of this Lease except that Tenant will be liable for twice the
monthly Base Rent, to be payable to Landlord in monthly installments, in
advance, on the first day of each calendar month for so long as Tenant shall
remain in possession of the Premises.
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Tenant will continue to be liable to Landlord for any damages that Landlord may
sustain by virtue of Tenant's failure to surrender the Premises, and Landlord
will continue to be entitled to retake possession of the Premises without
notice and with or without process of law.
19. LEASING COMMISSIONS.
Landlord, its successors and assigns, agrees to pay to MacKenzie
Commercial Real Estate Services, LLC, real estate commissions upon the initial
term of this Lease, upon any renewals of this Lease and upon the leasing of
expansion area during the initial or any renewal term of this Lease, of 7% the
first year, 4% the second year, 4% the third year, 3% the fourth year, 3% the
fifth year and 2% per year thereafter, all in accordance with the applicable
provisions of the commission schedule currently in use by said Realtor, a copy
of such schedule having been furnished to the Landlord. In addition, Landlord,
its successors and assigns, agrees to pay said Realtor commissions, in
accordance with the applicable provisions of the Realtor's schedule, upon the
exercising by the Tenant of any purchase options or rights of first refusal
pursuant to this Lease.
20. GENERAL PROVISIONS.
(a) Entire Agreement. This Lease (including all attached exhibits)
constitutes the entire agreement between the Landlord and Tenant, and
modification of this Lease will not be binding unless such modification is in
writing and signed by the Landlord and Tenant. The Landlord will not be deemed
to have given the Tenant any option or right of first refusal with respect to
the Premises, unless such option or right of first refusal has been given
expressly and in writing.
(b) Time of the Essence. Time is of the essence of each of the provisions
of this Lease.
(c) Separability. The invalidity or unenforceability of any provision of
this Lease will not affect or impair any other provisions or the validity or
enforceability of the remainder of this Lease.
(d) No Waiver. Neither the Landlord nor Tenant shall be deemed to have
waived the exercise of any right which it holds under this Lease unless such
waiver is made expressly and in writing, and no delay or omission in exercising
such right shall be deemed to be a waiver of its future exercise. Further, no
such waiver as to any instance involving the exercise of any such right will be
deemed a waiver as to any other such instance, or any other such right.
(e) Cumulative Remedies. The specific remedies to which Landlord may be
entitled under the terms of this Lease are cumulative and are not intended to
be exclusive of any other remedies or means of redress to which Landlord may be
lawfully entitled with respect to any breach or threatened breach by the Tenant
of any provision of this Lease.
(f) Captions. The captions and headings used in this Lease are for
convenience and reference only, and shall not be used to construe or interpret
this Lease.
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(g) Notices. No notice, approval, requested consent or required
election to be given or made in accordance with the terms of this Lease shall
be effective unless the same is in writing and either hand-delivered against
receipted copy or mailed by registered or certified mail, return receipt
requested, to Landlord or Tenant at their business addresses as set forth above.
(h) Authority. If any party to this Lease is a corporation or
partnership, the person signing on behalf of such corporation or partnership
covenants that he was authorized to do so and that the corporation or
partnership is validly existing and qualified to do business in the State of
Maryland.
(i) Applicable Laws. This Lease will be governed and construed
under the laws of the State of Maryland. With respect to any action or
proceeding arising out of this Lease, the Landlord and Tenant consent to
the jurisdiction of any state court sitting in the city or county where the
Property is located or the federal court for the District of Maryland in
Baltimore City.
IN WITNESS WHEREOF, the parties hereto have executed this Lease on the day
and year first above written.
WITNESS/ATTEST: LANDLORD: OLD CARRIAGE ASSOCIATES
By: /s/ [SIG] (SEAL)
------------------ -------------------------------
Title: Partner
----------------------------
TENANT: CRYOMEDICAL SCIENCES, INC.
By: /s/ XXXXXXX XXXXXXXX (SEAL)
------------------ -------------------------------
Title: 4/27/00
----------------------------
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EXHIBIT B
Rules and Regulations
1. Use of Premises and Common Areas. Tenant, its agents, employees,
customers, contractors, visitors and licensees will not
(a) obstruct the driveways, entrances, walkways, halls, stairways or
elevators or use them for any purpose other than ingress or egress to and from
the Premises. No doormats, trash receptacles or other articles may be placed in
the walkways, halls, stairways or other common areas without Landlord's prior
written consent.
(b) make or permit any improper noises, odors or disturbances of any
kind or interfere with the use of the Property by other tenants, their agents,
employees, customers, contractors, visitors and licensees. No radio,
television, musical instrument or recorded music may be played in a loud manner
such as to disturb or annoy others.
(c) use the plumbing, electrical, heating and air conditioning
facilities or any purpose other than those for which they were constructed. No
sweepings, ashes, rags, trash, chemicals or other substances may be thrown into
the plumbing facilities. The electrical wiring may not be overloaded and there
will be no interference or tampering with the heating and air conditioning
facilities. Waste and excessive use of the plumbing, electrical, heating and
air conditioning facilities is prohibited.
(d) permit, store or use on the Property any material which could
cause a fire or explosion or which could produce fumes or vapors.
(e) conduct any peddling, canvassing or auctioning activities on the
Property or manufacture or store any goods or merchandise except the storage of
supplies and inventory to be used by Tenant in the conduct of its business.
2. Daily Closing of Premises. Before closing and leaving the Premises
at the end of business hours each day, Tenant will make certain that all
windows and all entrance doors are locked and will turn off all lights and all
standard electrical office equipment.
3. Keys and Locks. No additional lock will be installed and no existing
lock shall be changed by Tenant, its agents or employees without Landlord's
prior written consent. Two keys will be furnished to Tenant and any additional
keys required will be secured from Landlord and paid for by Tenant. Extra keys
will not be made without Landlord's prior written consent. All keys will be
returned to Landlord at the termination of the Lease. Tenant will reimburse
Landlord for the costs of changing any locks or replacing any keys lost or
damaged by Tenant, its agents or employees.
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4. Damage or Theft of Property. Landlord will not be responsible for any
damage to, loss or theft of personal property, equipment, money or jewelry from
the Property, whether or not such damage, loss or theft occurs when the
Premises or the Building is locked against entry.
5. Tenant's Advertising. Landlord will have the right to prohibit any
advertising by Tenant which in Landlord's opinion tends to impair the
reputation of the Building or its desirability as a building for offices, and
upon written notice from the Landlord, Tenant will refrain from or discontinue
such advertising.
6. Signs. Tenant will not, without the prior written consent of the
Landlord, place or permit to be placed or maintained any signs, lights,
advertising matter, decoration or other similar item on or about the Premises
if such item would be visible from the exterior of the Premises.
7. Landlord's Right to Inspect. Tenant will permit Landlord and its
agents to enter the Premises to inspect and protect the Premises and the
Building and to make such alterations and/or repairs as in Landlord's judgment
may be necessary, or to show the Premises and/or Building to prospective tenants
or purchasers during the Lease term. Landlord to provide 24 hour notice to
inspect property unless it is an emergency.
8. Property and Rights Reserved to Landlord. Landlord hereby reserves to
itself, its successors and assigns any and all rights not granted to Tenant
hereunder, including by not limited to, the following:
(a) the exclusive right to use of the name of the Building for all
purposes, except that Tenant may use the name as its business address and for
no other purposes;
(b) the right to change the name or address of the Building, without
incurring any liability to Tenant for so doing;
(c) the right to install and maintain a sign or signs on the
exterior of the Building or on any other part of the Property;
(d) the right to use all or any part of the roof of the Building, to
construct additional stories or other structures adjacent to or over all or any
part of the Building, the right to erect temporary scaffolds and other aids of
construction provided the front access (and rear access, if any) of the
Premises is not denied, and the right to use the side or rear walls of the
Premises and the Building provided that such use does not encroach on the
interior of the Premises,
(e) the right to limit the space on the directory of the Building to
be allotted to Tenant; and
(f) the right to permit any particular business or undertaking in
the Building.
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9. Enforcement. Tenant acknowledges that Landlord shall have no duty or
obligation to enforce these Rules and Regulations as against any other tenant,
and Landlord shall not be liable to Tenant for violation of the same by any
other tenant, its agents, employees, customers, contractors, visitors or
licensees.
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FIRST SUPPLEMENTAL LEASE AGREEMENT
The FIRST SUPPLEMENTAL LEASE AGREEMENT made this 23 day of January, 2001
between OLD CARRIAGE ASSOCIATES, hereinafter referred to as "Landlord") and
CRYOMEDICAL SCIENCES, INC., (hereinafter referred to as "Tenant").
WHEREAS, the parties have entered into an Agreement of Lease dated April
27, 2000, for the rental to Tenant of 0000 Xxx Xxxxx Xxxxx Xxxx being 1,500
square feet, Unit I.
WHEREAS, the Tenant has agreed to exercise its option to renew for one (1)
year effective May 15, 2001.
WHEREAS, the Tenant desires to lease the adjacent Unit "J" effective March
1, 2001 to May 14, 2002. Tenant may have occupancy of the suite for purposes of
renovation upon execution of Lease by all parties. BGE meter to be put in
Tenant's name upon receipt of key.
NOW, THEREFORE, in consideration of the Premises and of the payment of
rent and of other good and valuable considerations, the parties hereby agree as
follows:
1. Commencing March 1, 2001 rent for Unit J shall be:
3/1/2001 to 4/30/2001 - $750.00 per month
5/1/2001 to 5/14/2001 - $375.00 per month
The rent for Units I and J shall be:
5/15/2001 to 5/14/2002 - $18,900.00 per year
$ 1,575.00 per month
2. It is expressly agreed by the parties hereto that all sums of money
due from Tenant to Landlord pursuant to the terms of the referenced Agreement
of Lease, or any Amendment hereto, shall be deemed additional rent and subject
to all provisions of the Lease or applicable law with respect to rent.
3. Except as herein modified, the terms and conditions of the Agreement
of Lease dated April 27, 2000, shall remain in full force and effect.
4. Tenant, at its expense, shall make all improvements to the space.
Landlord grants to Tenant permission to make opening in block wall so that
there is access between Unit I and J. Tenant, at its expense, shall enclose
opening with similar block materials upon vacating space.
5. Landlord, at its expense, shall repair or replace rear personnel door.
IN WITNESS WHEREOF, the parties hereto have executed this First
Supplemental Lease Agreement, or have caused the same to be executed by their
duly authorized representatives, the date and year first above written.
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WITNESS: LANDLORD:
OLD CARRIAGE ASSOCIATES
[SIG] [SIG]
------------------------- BY:------------------------------
The Landlord
WITNESS: TENANT:
CRYOMEDICAL SCIENCES, INC.
[SIG] [SIG]
------------------------- BY:------------------------------
The Tenant
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SECOND SUPPLEMENTAL LEASE AGREEMENT
The SECOND SUPPLEMENTAL LEASE AGREEMENT made this day of March, 2001
between OLD CARRIAGE ASSOCIATES, (hereinafter referred to as "Landlord") and
CRYOMEDICAL SCIENCE, INC., (hereinafter referred to as "Tenant").
WHEREAS, the parties have entered into an Agreement of Lease dated April
27, 2000 and amended January 23, 2001, for the rental to Tenant of a portion of
0000 Xxx Xxxxx Xxxxx Xxxx, Xxxxx X & J being 3,000 square feet.
NOW, THEREFORE, in consideration of the Premises and of the payment of
rent and of other good and valuable considerations, the parties hereby agree as
follows.
It is agreed that the Tenant shall have the privilege of renewing this
lease for four (4) additional terms of one (1) year under the same terms and
conditions contained in this lease, except said rental for each year option
period shall be as follows:
1. The "Commencement Date" of the option terms of the Lease shall May
15, 2002, and the termination date of the option terms shall be May 14, 2006.
2. Commencing May 15, 2002 and ending May 14, 2003, the Base Rent
described in the Original Agreement will be the annual sum of Nineteen Thousand
Four Hundred Sixty Seven Dollars ($19,467.00) payable in equal monthly payments
of One Thousand Six Hundred Twenty Two Dollars and Twenty Five Cents
($1,622.25) each.
3. Commencing May 15, 2003 and ending May 14, 2004, the Base Rent
described in the Original Agreement will be the annual sum of Twenty Thousand
Fifty One Dollars and One Cents ($20,051.01) payable in equal monthly payments
of One Thousand Six Hundred Seventy Dollars and Ninety Two Cents ($1,670.92)
each.
4. Commencing May 15, 2004 and ending May 14, 2005, the Base Rent
described in the Original Agreement will be the annual sum of Twenty Thousand
Six Hundred Fifty Two Dollars and Fifty Four Cents ($20,652.54) payable in equal
monthly payments of One Thousand Seven Hundred Twenty One Dollars and Five
Cents ($1,721.05) each.
5. Commencing May 15, 2005 and ending May 14, 2006, the Base Rent
described in the Original Agreement will be the annual sum of Twenty One
Thousand Two Hundred Seventy Two Dollars and Twelve Cents ($21,272.12) payable
in equal monthly payments of One Thousand Seven Hundred Seventy Two Dollars and
Sixty Eight Cents ($1,772.68) each.
Notice of election to exercise this renewal must be given Landlord in
writing at least one hundred twenty (120) days prior to the expiration of the
then current term of this lease.
6. It is expressly agreed by the parties hereto that all sums of money
due from Tenant to Landlord pursuant to the terms of the referenced Agreement
of Lease, or any Amendment hereto, shall be deemed additional rent and subject
to all provisions of the Lease or applicable law with respect to rent.
7. Except as herein modified, the terms and conditions of the Agreement
of Lease dated April 27, 2000 and amended January 23, 2001, shall remain in
full force and effect
17
Page 2
IN WITNESS WHEREOF, the parties hereto have executed this Second
Supplemental Lease Agreement, or have caused the same to be executed by their
duly authorized representatives, the date and year first above written.
WITNESS: LANDLORD:
OLD CARRIAGE ASSOCIATES
______________________ By: ______________________
The Landlord
WITNESS: TENANT:
CRYOMEDICAL SCIENCE, INC.
______________________ By: ______________________
The Tenant
