32C-209 (8) Y
use of the Premises, free from unreasonable interference or intrusion by Landlord or
other tenants, subject however to other provisions of this Jesse,
22. METIS, ADQ . In the event of a default by Tenant, and reentry ;
of the Premises by Landlord, Landlord shall take commercially reasonable and
appropriate steps to relet the Promises and thereby mitigate Landlord's damages on
account of Tenant's default:- Landlord's damages in such event shall be reduced by
the amount of rent Landlord could reasonably have received from taking commercially
reasonable steps to relet the Premises,
23. PER&GNAL GUARANIg Rot-ALLING REQI. O W By signing
below, Erik Thomsen guarantees payment oil rent by Tenant hereunder. Landlord
agrees, however, to undertake all reasonable efforts to collect from Tenant first before
r
seeking recovery from the guarantor_
24. $iI D1N.Q ON SUCCESSO& . The covenants and agreements contained t
in this Lease shall be binding and insure to the benefit of the successors and assignees
of the parties hereto.
25. NOTIgE Ql~ t,EASE. The parties shall file Notice of Lease ire tltp
Hampshire Registry of Deeds.
IN yVJTNESS WHEREf�I", the Parties hereto set Lrteir hands anti seals the date
firs, %.vritten above.
RALPH H. H11111SON
POWFH THINKING TOOLS, !N(:.
l
=RIK THOMSEN! duly � �ti'criz4 d
i
G
I, Erik Thomsen, hereby guarantee payment of rent by the Tenant under this
Lease.
IK THOMSE
r)C'T
use of the Premises, free from unreasonable interference or intrusion by Landlord or
other tenants, subject however to other provisions of this lease.
22. MITIGATION. In the event of a default by Tenant, and reentry
of the Premises by Landlord, Landlord shall take commercially reasonable and
appropriate steps to relet the Premises and thereby mitigate Landlord's damages on
account of Tenant's default. Landlord's damages in such event shall be reduced by
the amount of rent Landlord could reasonably have received from taking commercially
reasonable steps to relet the Premises.
23. PERSONAL GUARANTEE/MARSHALLING REQUIREMENT. By signing
below, Erik Thomsen guarantees payment of rent by Tenant hereunder. Landlord
agrees, however, to undertake all reasonable efforts to collect from Tenant first before
seeking recovery from the guarantor.
24. BINDING ON SUCCESSORS. The covenants and agreements contained
in this Lease shall be binding and insure to the benefit of the successors and assignees
of the parties hereto.
25. NOTICE OF LEASE. The parties shall file Notice of Lease in the
Hampshire Registry of Deeds.
IN WITNESS WHEREOF, the parties hereto set their hands and seals the date
first written above.
RALPH H. THOMPSON
M
POWER THINKING TOOLS, INC.
By:
ERIK THOMSE , duly authorized
6
by virtue of the provisions in any article of this Lease, the Landlord or tenant,
without being under any obligations to do so and without thereby waiving such
defaults, may remedy such default for the account and at the expense of the
other party. If either party makes any expenditures or incurs any obligations
for the payment of money in connection therewith, including but not limited to,
reasonable attorney's fees in instituting, prosecuting or defending an action or
proceeding or enforcement of the lease, such sums paid or obligations incurred
shall be reimbursed to other party.
17. SECURITY DEPOSIT. Landlord acknowledges receipt from Tenant of a
security deposit in the amount of $2,000.00. Said security deposit shall be
maintained in an interest-bearing account, interest payable to Tenant, and refunded
to Tenant at the end of the lease, subject to Tenant's satisfactory compliance with
the conditions hereof. Neither Tenant nor Tenant's creditors or assignees shall have
any rights in or access to said funds until fulfillment of this Lease.
18. STOCK. For the consideration of certain lower rents and privileges the
Tenant agrees to give Landlord 100 shares of common stock in its Corporation. At
the time of execution of this Lease transfer of these shares along with the security
deposit will be made.
19. NOTICES. Any notice from Landlord to Tenant relating to the Premises or
to the occupancy thereof shall be deemed duly served if mailed by first class mail,
postage prepaid, to Tenant addressed to 155 Main Street, Northampton,
Massachusetts, or such other address as Tenant may designate in writing. Notices
from Tenant to Landlord shall be deemed duly served if mailed in similar fashion to
Landlord at the address designated writing from time to time for payment of rent.
20. SURRENDER. The Tenant shall at the expiration or other termination of
this Lease remove all Tenant's goods and effects from the Premises (including,
without hereby limiting, those affixed by the Tenant, either inside or outside the
Premises). Tenant shall deliver to the Landlord the premises and all keys, locks
thereto, and other fixtures in connection therewith and all structural alterations and
additions made to or upon the Premises, in the same condition as they were at the
commencement of the term, or as they put in during the term hereof, reasonable wear
and tear and damage by fire or other casualty only excepted. In the event of the
Tenant's failure to remove any of Tenant's property from the Premises, Landlord is
hereby authorized, without liability to Tenant from loss of damage thereto, and at the
sole risk of Tenant, to remove and store any of the property at Tenant's expense, or
to retain same under Landlord's control or to sell at public or private sale, without
notice any or all of the property not so removed and to apply the net proceeds of such
sale to the payment of any sum due hereunder, or to destroy such property.
21. QUIT ENJOYMENT. Tenant shall have the right to quit enjoyment and
5
OCT
15. FIRE, CASUALTY, EMINENT DOMAIN. Should a substantial portion of the
Premises be damaged by fire or other casualty, or be taken by eminent domain as to
render the Premises substantially unusable by the Tenant for its purposes, the
Landlord may elect to terminate the Lease. When such fire, casualty, or taking
renders the Premises substantially unsuitable for their intended use, a just and
proportionate abatement of rent shall be made, and the Tenant may elect to terminate
this Lease if:
a) The Landlord fails to give written notice within twenty (20) days of
the intention to restore Premises, or
b) The Landlord fails to restore the Premises to a condition substantially
suitable for their intended use within forty-five (45) days of said fire, casualty,
or taking.
The Landlord reserves, and the Tenant grants to the Landlord, all rights which the
Tenant may have for damages or injury to the Premises for any taking by eminent
domain, except for damage to the Tenant's fixtures, property, or equipment.
16. DEFAULT. In the event that:
a) The Tenant shall default on the payment of any installment of the rent
or any other sum herein specified and such default shall not be made good,
along with late charges, prior to the first day of the following month; or
b) The Tenant shall default on the observance or performance of any
other of the Tenant's covenants, agreements, or obligations hereunder and
such default shall not be corrected within thirty (30) days after written notice
thereof; or
c) The Tenant shall be declared bankrupt or insolvent according to the
law, or if any assignment shall be made of the Tenant's property for the benefit
of creditors, then the Landlord shall have the right thereafter, while such
default continues, to re-enter and with reasonable notice to Tenant, take
complete possession of the Premises to declare the term of the lease ended,
and remove the Tenant's effects, without prejudice to any remedies which
might be otherwise used for arrears of rent or other default using either
summary process or by a suitable action or proceeding in law or equity. The
Tenant shall indemnify the Landlord against all loss of rent and other payments
which the Landlord may incur by reason of such termination during the residue
of the term, subject to Landlord's obligation to mitigate as set forth in
paragraph 22 below. If the Landlord or Tenant shall default, after reasonable
notice thereof, in the observance or performance of any conditions or
covenants of Landlord's or Tenant's part to be observed or performed under or
4
forth in this paragraph.
10. ALTERNATIONS-ADDITIONS. All alternations or changes permitted by the
Landlord's consent shall be at Tenant's expense and shall be in quality at least equal
to the present construction. Tenant shall not permit any mechanics' liens, or similar
liens, to remain upon said Premises for labor and materials furnished to tenant or
claim to have been furnished to Tenant in connection with work performed or claimed
to have been performed at the direction of Tenant, and shall cause any such lien to
be released of record forthwith without cost to Landlord. Any alterations or
improvements made by the Tenant (except installation of trade fixtures) shall become
the property of the Landlord at the termination of occupancy as provided herein, or
shall be removed and the premises restored to their original condition.
11. NOISE TRANSMISSION. In order to prevent interference with quite
enjoyment of the second floor space beneath the Premises by the occupants of said
second floor, Landlord reserves the right, at his sole but reasonable discretion, to
require Tenant to place rugs on some portion or all of the floor of the Premise.
12. ASSIGNMENT-SUBLEASING. The Tenant shall not assign or sublet the
Premises in their entirety or in any part without Landlord's prior written consent,
which shall not be unreasonably delayed or withheld.
13. LANDLORD'S ACCESS. The Landlord or agents of the Landlord may, at
reasonable times and after advance notice (i.e. at least 24 hours) to the Tenant, enter
to view the Premises and for the purpose of making such repairs or alterations as are
deemed necessary by Landlord to maintain or further improve the Premises, or to
ensure compliance with provisions of the Lease. Tenant's business shall not be
unreasonably disturbed by any such entry or any such repairs or alterations. Landlord
may also show the Premises to any other prospective tenants at any reasonable time
in the event that Tenant fails to give notice under paragraph 2 for extension of the
first term or fails to reach agreement with Landlord to Lease the Premises for the third
term.
14. TENANT'S LIABILITY INSURANCE. The Tenant shall maintain with respect
to the Premises and the property of which the Premises are a part, comprehensive
public liability insurance in the amount not less than $100,000.00 in reasonable
companies qualified to do business in Massachusetts and in good standing therein
insuring the Landlord as well as Tenant against injury to persons or damage to
property as provided. The Tenant shall deposit with the Landlord certificates for such
insurance at or prior to commencement of the term, and thereafter within thirty (30)
days prior to the expiration of any such policies. Landlord shall be named as an
additional insured on all such policies.
3 r
rental of the premises as determined by an appraiser jointly chosen by the Landlord
and Tenant.
All rent shall be payable in advance on the first day of each and every month during
the term of the Lease. Rental payments shall be mailed to such location as shall be
designated from time to time by Landlord.
4. LATE PAYMENT. Rent is due on the first of each month and shall be
considered late if not received by Landlord by the tenth day of the month. In the
event that any rent payment is late, Tenant shall pay a late charge in the amount of
five percent of the rent that was due. Said late charge shall be due and payable
together with rent. In the event that any rent payment is not paid in full, together
with the late charge, by the beginning of the following month, the Tenant shall have
breached the lease and the tenancy shall be considered terminated.
5. UTILITIES. Tenant shall pay for its own electric, gas and heat.
6. USE OF PREMISES. Tenant shall use the Premises for a professional office
space only.
7. WORK TO BE DONE BY THE LANDLORD. None.
8. MAINTENANCE. Tenant shall maintain the interior of the premises in the
same condition as it was at the date of this Lease, ordinary wear and tear excepted.
Acknowledging the unusual nature and good condition of the wood floor, Tenant
agrees to take special care to maintain said floor, including the use, if necessary, of
rugs in areas of heavy use and wear. Tenant shall use "chair mats" under desk chairs
to protect the floors from damage. No alterations, additions, changes or damage of
any kind or type whatsoever, regardless of how minor, shall be done without the
express written consent of Landlord, which consent shall not be unreasonably delayed
or withheld. Tenant acknowledges that this provision prohibits, for example, tape on
walls or any nail holes in walls, without the consent of the Landlord.
9. RIGHT OF FIRST REFUSAL. Tenant shall have a right of first refusal to
purchase premises if Landlord should decide, during the term of this Lease or any
renewals thereof, to sell the Premises. If Landlord shall receive a bone fide offer to
purchase the Premises, he shall, before accepting said offer, give Tenant written
notice thereof. Tenant shall have fifteen (15) days following receipt of such notice
to give Landlord written notice that he will purchase the Premises on the same or
substantially equal terms as contained in the original offer. If Landlord does not
receive such written notice from Tenant within said fifteen-day period, then Tenant's
right to purchase is thereby waived and Landlord may proceed with the sale to the
bone fide offeror. If the sale does not occur, the Tenant's rights hereunder shall not
be waived and Landlord shall be obligated to provide Tenant the notice and rights set
2 (�t'T
3 td
I 0 ill S c s' d
o COMMERCIAL LEASE
Lease made this 22nd day of September, 1993 between RALPH H. THOMPSON, of
155 Main Street, Northampton, Massachusetts (hereinafter referred to as "Landlord")
and POWER THINKING TOOLS, INC. of Northampton, Mass. (hereinafter referred to
as "Tenant").
1. PREMISES. Landlord hereby leases to Tenant and Tenant hereby lease from
landlord Unit 7 and Unit 8 of 153-159 Main Street, Condominium, established by a
Master Deed, dated May 3, 1988 and recorded in the Hampshire County Registry of
Deeds. Said Leases' premises is the entire third floor at 155 Main Street,
Northampton, Massachusetts, including the stairway from the second to third floor,
and consisting of 2,266 square feet of space more or less (referred to hereinafter as
"the Premises").
2. TERM. The term of this lease shall be three years, commencing on October
1, 1993 and ending September 30, 1996. Tenant shall have the right and option to
renew the Lease for two additional terms of three years each, commencing October
1 , 1995 and ending September 30, 1999, and commencing October 1 , 1999 and
ending September 30, 2002. Said right and option shall be exercised by tenant giving
written notice to Landlord of his intention no later than ninety (90) days prior to the
expiration of the existing term. Tenant shall also have the right to occupy the
premises from the date hereof to October 1 , 1993 without any obligation to pay rent
for said time period.
Failure of Tenant to give such written notice shall constitute a waiver of his
right to exercise the option and this Lease shall then terminate at the end of the
existing term.
3. RENT. Tenant shall pay to landlord rent as follows:
The monthly rent for the first month, commencing October 1 ,
1993 shall be $800.00.
The monthly rent for the next five months, commencing November
1 , 1993, shall be $1600.00.
The monthly rent for the next thirty months, commencing April 1 ,
1994, shall be $1800.00.
The monthly rent for the fourth, fifth, and sixth year, if the option
to renew is exercised, commencing October 1 , 1996, shall be $2,000.00.
The monthly rent for the seventh, eighth, and ninth year, if the
option to renew is exercised, commencing October 1 , 1999 shall be the fair market