Warehouse Lease Agreement

WAREHOUSE LEASE AGREEMENT

This Warehouse Lease Agreement (the "Agreement") is made and entered into as of Effective Date: , by and between Lessor Name: , organized as: Individual Corporation LLC , with principal address: ; and Lessee Name: , organized as: Individual Corporation LLC , with principal address: .

RECITALS

WHEREAS, Lessor is the owner or lawful lessor of certain warehouse premises described below and has authority to lease the same; and

WHEREAS, Lessee desires to lease from Lessor, and Lessor desires to lease to Lessee, the warehouse premises on the terms and conditions set forth in this Agreement for Lessee's lawful storage and distribution operations; and

WHEREAS, the parties intend for this Agreement to set forth the full understanding concerning the lease of the premises and to allocate responsibilities between the parties.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. PREMISES

1.1 Demised Premises. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the warehouse premises located at: (the "Premises"), comprising approximately square feet, together with the rights to use of common areas and loading facilities as provided herein.

2. LEASE TERM

2.1 Term. The term of this Lease shall commence on Commencement Date: and shall continue for a period of months, unless sooner terminated as provided herein (the "Term").

2.2 Option to Renew. Lessee may, by written notice delivered to Lessor no later than days prior to expiration, elect to renew the Lease for an additional term upon mutually agreed rent and terms, provided Lessee is not in default at the time of notice.

3. RENT AND PAYMENT

3.1 Base Rent. Lessee shall pay to Lessor base rent in the amount of $ per month (the "Base Rent"), payable in advance on the first day of each calendar month at the address for payment specified in Section 14.

3.2 Additional Charges. Lessee shall also pay its proportionate share of real estate taxes, insurance, common area maintenance, utilities, and other operating expenses allocated to the Premises as described in Exhibit A attached hereto and incorporated herein. Lessee's initial estimated monthly payment for additional charges is $.

3.3 Late Payment. If any installment of rent or other charge is not received by Lessor within days after the due date, Lessee shall pay a late charge equal to the lesser of $ or % of the overdue amount, and interest on the overdue amount at the rate of per annum until paid.

4. SECURITY DEPOSIT

4.1 Deposit. Upon execution of this Agreement Lessee shall deposit with Lessor the sum of $ as security for the faithful performance of Lessee's obligations (the "Security Deposit"). Lessor may apply the Security Deposit to cure Lessee's defaults and to repair damage to the Premises caused by Lessee, subject to applicable law.

5. USE; COMPLIANCE

5.1 Permitted Use. Lessee shall use the Premises solely for warehousing, storage, and distribution of lawful goods consistent with zoning and regulatory requirements and shall not use or permit the Premises to be used for any hazardous, illegal, or noxious activities. Permitted use:

5.2 Compliance. Lessee shall, at its sole cost and expense, comply with all statutes, ordinances, regulations, and insurance requirements applicable to Lessee's use, including environmental laws. Lessee shall not permit any violation that would result in fines, penalties, or liens against the Premises.

6. MAINTENANCE, REPAIRS AND ALTERATIONS

6.1 Lessee Maintenance. Lessee shall keep the Premises, interior fixtures, and equipment in good order, repair and condition, reasonable wear and tear excepted. Lessee shall promptly repair damage caused by Lessee, its employees, invitees or contractors.

6.2 Alterations. Lessee shall not make structural alterations to the Premises without Lessor's prior written consent, which consent shall not be unreasonably withheld for non-structural improvements. All permitted alterations shall be performed in a good and workmanlike manner and shall comply with applicable laws; unless otherwise agreed in writing, all permitted alterations shall become Lessor's property upon expiration or earlier termination of this Lease.

7. UTILITIES AND SERVICES

7.1 Utilities. Lessee shall arrange and pay for all utility services to the Premises, including electricity, water, sewer, gas, telephone, internet and waste removal, and shall not permit interruption of service due to nonpayment by Lessee.

8. INSURANCE

8.1 Lessee Insurance. Lessee shall, at its expense, procure and maintain throughout the Term commercial general liability insurance with limits not less than $ per occurrence and property insurance covering Lessee's personal property and leasehold improvements. Lessee shall name Lessor as an additional insured for liability coverage and shall furnish certificates of insurance to Lessor upon request.

9. INDEMNITY

Lessee shall indemnify, defend and hold harmless Lessor and its agents, employees and contractors from and against all claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Lessee's use of the Premises, breach of this Agreement, or negligence or willful misconduct of Lessee, except to the extent caused by Lessor's gross negligence or willful misconduct.

10. ASSIGNMENT AND SUBLETTING

Lessee shall not assign, transfer or encumber this Lease or sublet the Premises or any part thereof without Lessor's prior written consent, which consent shall not be unreasonably withheld for financially qualified assignees. Any attempted assignment or subletting without such consent shall be void and constitute a default.

11. DEFAULT AND REMEDIES

11.1 Events of Default. Each of the following shall constitute a default by Lessee: (a) failure to pay rent or other amounts within days after written notice; (b) failure to perform any other obligation under this Agreement within a reasonable time after written notice; (c) insolvency, appointment of a receiver, or bankruptcy proceedings by or against Lessee.

11.2 Remedies. Upon default, Lessor may pursue any remedy available at law or in equity, including termination of this Lease, recovery of damages, and re-entry. No acceptance of rent by Lessor shall constitute a waiver of any default unless agreed in writing.

12. DAMAGE OR DESTRUCTION

If the Premises are materially damaged by fire or other casualty, Lessor shall notify Lessee within a reasonable time of Lessor's election to restore the Premises. If Lessor elects to restore, Lessor shall commence restoration promptly and use commercially reasonable efforts to complete the same; rent shall abate proportionately during the period the Premises are unusable. If Lessor elects not to restore, either party may terminate this Lease and Lessee shall be entitled to a return of prepaid rent and unused security deposit subject to deductions for Lessee's obligations.

13. CONDEMNATION

If the whole or a substantial part of the Premises is taken under the power of eminent domain, Lessor may terminate this Lease. Any award for such taking shall belong to Lessor, provided Lessee may pursue compensation for Lessee's personal property and relocation costs.

14. NOTICES

All notices and communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail return receipt requested, or delivered by nationally recognized overnight courier, to the addresses set forth below (or to such other address as a party may designate by written notice).

15. ENVIRONMENTAL MATTERS

Lessee warrants that it will not use, generate, store, treat or dispose of any hazardous materials on the Premises except in strict compliance with all applicable environmental laws and with Lessor's prior written consent. Lessee shall indemnify and defend Lessor from any costs, liabilities or claims arising out of Lessee's breach of this Section.

16. ACCESS AND INSPECTION

Lessor and Lessor's agents shall have the right to enter the Premises at reasonable times upon prior notice to inspect the condition of the Premises and to perform necessary repairs or maintenance, provided that such entry shall not unreasonably interfere with Lessee's business operations.

17. SURRENDER; HOLDING OVER

Upon expiration or termination of this Lease, Lessee shall surrender the Premises in broom-clean condition, reasonable wear and tear excepted, and remove Lessee's personal property and trade fixtures. Any holding over without Lessor's written consent shall constitute a tenancy at sufferance and Lessee shall be liable for holdover rent at a rate of 150% of the Base Rent.

18. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state in which the Premises are located without regard to conflict of laws principles. Any dispute arising under this Agreement shall be resolved by arbitration or litigation as the parties may mutually agree; each party shall bear its own attorneys' fees except as otherwise provided by statute or this Agreement.

19. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including all exhibits and schedules referenced hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

20. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any provision shall not constitute a waiver of that provision. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

21. MISCELLANEOUS

21.1 Interpretation. The headings in this Agreement are for convenience only and shall not affect its interpretation. 21.2 Relationship of Parties. Nothing contained in this Agreement shall be construed to create a partnership, joint venture or agency relationship between Lessor and Lessee.

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