Commercial Lease Agreement with Option to Purchase

Agreement to Lease Commercial Property with Option to Purchase at End of Lease Term

Lease Agreement made on the day of , 20, between

, Inc., a corporation organized and existing under the laws of the State of , with its principal office located at , referred to herein as Lessor, and , Inc., a corporation organized and existing under the laws of the State of , with its principal office located at , referred to herein as Lessee.

Whereas, Lessor is the sole owner of certain land, a building and other facilities located at and more fully described below, which it desires to lease to Lessee; and

Whereas, Lessee is a corporation that desires and is empowered to lease said property; and

Whereas, Lessee intends to purchase said property from Lessor at the end of the term of this Lease Agreement for a nominal sum; and

Whereas, Lessor has agreed to sale said property to Lessee at the end of the term of this Lease Agreement for a nominal sum; and

Whereas, the parties desire to enter into a lease agreement to define their respective rights, duties, and liabilities concerning such a lease;

1. Demise and Description of Premises

Lessor hereby leases to Lessee property located at , comprising land and a building, together with the improvements on such property, and more particularly described in Exhibit A (legal description), which is attached to and made a part of this Lease Agreement. Said leased premises, including all land and improvements located on the demised premises and described in Exhibit A, are hereinafter referred to as Premises.

2. Term

The term of the Lease shall be years, commencing on the and terminating on the , unless sooner terminated under the provisions of this Lease Agreement.

3. Rent

During the term of this Lease, Lessee shall pay to Lessor rental of $ per month, payable in advance due on the day of each month, except that the first installment of $, will be due and payable on the execution of this Lease Agreement. Rent checks shall be made payable Lessor and mailed to or to such other address as Lessor shall notify Lessee of in writing at .

4. Use of Premises

The Premises are to be used for the purposes of . Lessee shall restrict its use to such purposes and shall not use or permit the use of the Premises for any other purpose without the prior, express, and written consent of Lessor.

5. Restrictions on Use

A. Lessee shall not use the Premises in any manner that will increase risks covered by insurance on the Premises and result in an increase in the rate of insurance or a cancellation of any insurance policy, even if such use may be in furtherance of Lessee's business purposes.

B. Lessee shall not keep, use, or sell anything prohibited by any policy of fire insurance covering the Premises and shall comply with all requirements of the insurers applicable to the Premises necessary to keep in force the fire and liability insurance.

C. Lessee shall not allow any waste or nuisance on the Premises, or use or allow the Premises to be used for any unlawful purpose.

6. Utilities

Lessee shall arrange and pay for all utilities furnished to the Premises for the term of this Lease Agreement, including but not limited to electricity, gas, water, sewer, and telephone service.

7. Repairs and Maintenance

Lessee shall maintain the Premises and keep them in good repair at its expense including side and rear exterior walls and the roof. Lessee shall also maintain and repair windows, doors, skylights, adjacent sidewalks, the building front, and interior walls.

8. Delivery, Acceptance and Surrender of Premises

A. Lessor represents that the Premises are in fit condition for use by Lessee. Acceptance of the Premises by Lessee shall be construed as recognition that the Premises are in a good state of repair and in sanitary condition.

B. Unless Lessee exercises its option to purchase as hereafter described, Lessee shall surrender the Premises at the end of the lease term, or any renewal of such term, in the same condition as when Lessee took possession, allowing for reasonable use and wear, and damage by acts of God, including fires and storms. Before delivery, Lessee shall remove all business signs placed on the Premises by Lessee and restore the portion of the Premises on which they were placed in the same condition as when received.

9. Partial Destruction of Premises

Partial destruction of the Premises shall not render this Lease Agreement void or voidable, nor terminate it except as specifically provided in this Lease Agreement. If the Premises are partially destroyed during the term of this Lease Agreement, Lessor shall repair them when such repairs can be made in conformity with governmental laws and regulations, within days of the partial destruction. Written notice of the intention of Lessor to repair shall be given to Lessee within days after any partial destruction. Rent will be reduced proportionately to the extent to which the repair operations interfere with the business conducted on the Premises by Lessee. If the repairs cannot be made within the time specified above, Lessor shall have the option to make them within a reasonable time and continue this Lease Agreement in effect with proportional rent rebate to Lessee as provided for in this Lease Agreement. If the repairs cannot be made in days, and if Lessor does not elect to make them within a reasonable time, either party shall have the option to terminate this Lease Agreement.

10. Entry on Premises by Lessor

A. Lessor reserves the right to enter on the Premises at reasonable times to inspect them, perform required maintenance and repairs, or to make additions, alterations, or modifications to any part of the building in which the Premises are located, and Lessee shall permit Lessor to do so.

B. Lessor may erect scaffolding, fences, and similar structures, post relevant notices, and place moveable equipment in connection with making alterations, additions, or repairs, all without incurring liability to Lessee for disturbance of quiet enjoyment of the Premises, or loss of occupation of the Premises.

11. Signs, Awnings, and Marquees Installed by Lessee

A. Lessee shall not construct or place signs, awnings, marquees, or other structures projecting from the exterior of the Premises without the prior, express, and written consent of Lessor.

B. Lessee shall remove signs, displays, advertisements, or decorations it has placed on the Premises that, in the opinion of Lessor, are offensive or otherwise objectionable. If Lessee fails to remove such signs, displays, advertisements, or decorations within days after receiving written notice from Lessor to remove them, Lessor reserves the right to enter the Premises and remove them at the expense of Lessee.

12. Nonliability of Lessor for Damages

Lessor shall not be liable for liability or damage claims for injury to persons or property from any cause relating to the occupancy of the Premises by Lessee, including those arising out of damages or losses occurring on sidewalks and other areas adjacent to the Premises during the term of this Lease Agreement or any extension of such term. Lessee shall indemnify Lessor from any and all liability, loss, or other damage claims or obligations resulting from any injuries or losses of this nature.

13. Liability Insurance and Property Taxes

A. Lessee shall procure and maintain in force at its expense during the term of this Lease Agreement and any extension of such term, public liability insurance with insurers and through brokers approved by Lessor. Such coverage shall be adequate to protect against liability for damage claims through public use of or arising out of accidents occurring in or around the Premises, in a minimum amount of $ for each person injured, $ for any one accident, and $ for property damage. The insurance policies shall provide coverage for contingent liability of Lessor on any claims or losses. Copies of said insurance policies shall be delivered to Lessor. Lessee shall obtain a written obligation from the insurers to notify Lessor in writing at least days prior to cancellation or refusal to renew any policy.

B. If the insurance policies required by this Section are not kept in force during the entire term of this Lease Agreement or any extension of such term, Lessor may procure the necessary insurance and pay the premium for it, and the premium shall be repaid to Lessor as an additional rent installment for the month following the date on which the premiums were paid by Lessor.

C. Lessor shall pay all real estate taxes and assessments on Premises during the full term of this Lease. Lessee agrees to cooperate with Lessor in seeking a reduction from the taxing authorities in any real estate tax increase during the lease term and any renewals thereof. Furthermore, Lessor shall pay all special or local assessments that may be levied against the demised premises by reason of improvements made thereon by Lessor or of the street or sidewalks surrounding the property.

14. Assignment, Sublease or License

A. Lessee shall not assign or sublease the Premises, or any right or privilege connected with the Premises, or allow any other person except agents and employees of Lessee to occupy the Premises or any part of the Premises without first obtaining the written consent of Lessor. A consent by Lessor shall not be a consent to a subsequent assignment, sublease, or occupation by other persons.

B. An unauthorized assignment, sublease, or license to occupy by Lessee shall be void and shall terminate this Lease Agreement at the option of Lessor.

C. The interest of Lessee in this Lease Agreement may not assignable by without the written consent of Lessor.

15. Breach

The appointment of a receiver to take possession of the assets of Lessee, a general assignment for the benefit of the creditors of Lessee, any action taken or allowed to be taken by Lessee under any bankruptcy act, or the failure of Lessee to comply with each term and condition of this Lease Agreement shall constitute a breach of this Lease Agreement. Lessee shall have days after receipt of written notice from Lessor of any breach to correct the conditions specified in the notice. If the corrections cannot be made within the -day period, Lessee shall have a reasonable time to correct the default if action is commenced by Lessee within days after receipt of the notice.

16. Remedies of Lessor for Breach by Lessee

Lessor shall have the following remedies in addition to its other rights and remedies if Lessee breaches this Lease Agreement and fails to make corrections as set forth in Section Fifteen:

A. Lessor may reenter the Premises immediately and remove the property and personnel of Lessee, store the property in a public warehouse or at a place selected by Lessor, at the expense of Lessee.

B. After reentry, Lessor may terminate this Lease Agreement on giving written notice of termination to Lessee. Without such notice, reentry will not terminate this Lease Agreement. On termination, Lessor may recover from Lessee all damages proximately resulting from the breach, including but not limited to the cost of recovering the Premises and the balance of the rent payments remaining due and unpaid under this Lease Agreement.

C. After reentering, Lessor may relet the Premises or any part of the Premises for any term without terminating this Lease Agreement, at such rent and on such terms as it may choose. Lessor may make alterations and repairs to the Premises. The duties and liabilities of the parties if the Premises are relet shall be as follows:

1. In addition to Lessee's liability to Lessor for breach of this Lease Agreement, Lessee shall be liable for all expenses of the reletting, for the alterations and repairs made, and for the difference between the rent received by Lessor under the new Lease Agreement and the rent installments that were due for the same period under this Lease Agreement.

2. Lessor, at its option, shall have the right to apply the rent received from reletting the Premises: (a) to reduce Lessee's indebtedness to Lessor under this Lease Agreement, not including indebtedness for rent, (b) to expenses of the reletting and alterations and repairs made, (c) to rent due under this Lease Agreement, or (d) to payment of future rent under this lease agreement as it becomes due.

D. If the new lessee does not pay a rent installment promptly to Lessor, and the rent installment has been credited in advance of payment to the indebtedness of Lessee other than rent, or if rentals from the new lessee have been otherwise applied by Lessor as provided for in this Section, and during any rent installment period, are less than the rent payable for the corresponding installment period under this Lease Agreement, Lessee shall pay Lessor the deficiency, separately for each rent installment deficiency period, and before the end of that period. Lessor may, at any time after such reletting, terminate this Lease Agreement for the breach on which Lessor based the reentry and relet the Premises.

E. After reentry, Lessor may procure the appointment of a receiver to take possession and collect rents and profits of the business of Lessee. If necessary to collect the rents and profits, the receiver may carry on the business of Lessee and take possession of the personal property used in the business of Lessee, including inventory, trade fixtures, and furnishings and use them in the business without compensating Lessee. Proceedings for appointment of a receiver by Lessor, or the appointment of a receiver and the conduct of the business of Lessee by the receiver, shall not terminate this Lease Agreement unless Lessor has given written notice of termination to Lessee as provided in this Lease Agreement.

17. Attorney’s Fees

If Lessor files an action to enforce any agreement contained in this Lease Agreement, or for breach of any covenant or condition, Lessee shall pay Lessor reasonable attorney's fees for the services of Lessor's attorney in the action, all fees to be fixed by the court.

18. Condemnation

Eminent domain proceedings resulting in the condemnation of a part of the Premises, but leaving the remaining premises usable by Lessee for the purposes of its business, will not terminate this Lease Agreement unless Lessor, at its option, terminates this Lease Agreement by giving written notice of termination to Lessee. The effect of any condemnation, where the option to terminate is not exercised, will be to terminate this Lease Agreement as to the portion of the Premises condemned, and the Lease of the remainder of the Premises shall remain intact. The rental for the remainder of the Lease term shall be reduced by the amount that the usefulness of the Premises has been reduced for the business purposes of Lessee. Lessee assigns and transfers to Lessor any claim it may have to compensation for damages as a result of any condemnation.

19. Option of Lessee to Purchase at Expiration of Lease Term

Lessee shall have the option to purchase the Premises from Lessor for (e.g., $10.00) $ on expiration of the term on the . Lessee shall provide Lessor, at the address of Lessor stated above months' notice of the exercise of this option to purchase. Lessor shall transfer title to the premises to Lessee by (e.g., warranty) deed within days after receipt of the notice of intent to exercise the option to purchase from Lessee, but in no event later than the date of expiration of this Lease Agreement.

20. Waivers

Waiver by Lessor of any breach of any covenant or duty of Lessee under this Lease is not a waiver of a breach of any other covenant or duty of Lessee, or of any subsequent breach of the same covenant or duty.

21. Governing Law

This Lease Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

22. Entire Agreement

This Lease Agreement shall constitute the entire agreement between the parties. Any prior understanding or representation of any kind preceding the date of this Lease Agreement shall not be binding upon either party except to the extent incorporated in this Lease Agreement.

23. Modification of Agreement

Any modification of this Lease Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if evidenced in a writing signed by each party or an authorized representative of each party.

24. Notices

A. All notices, demands, or other writings that this Lease Agreement requires to be given, or which may be given, by either party to the other, shall be deemed to have been fully given when made in writing and deposited in the United States mail, postage prepaid, and addressed as follows:

1. To Lessor: ;

2. To Lessee: .

B. The address to which any notice, demand, or other writing may be given or made or sent to any party as above provided may be changed by written notice given by such party as above provided.

25. Binding Effect

This Lease Agreement shall bind and inure to the benefit of the respective heirs, personal representatives, successors, and assigns of the parties.

26. Mandatory Arbitration

Notwithstanding the foregoing, and anything herein to the contrary notwithstanding, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

WITNESS our signatures as of the day and date first above stated.

Attach Exhibit

Acknowledgment (form may vary state by state)