Office Lease - New York This lease is made between residing at , herein called Lessor, and residing at , herein called Lessee. Lessee hereby offers to lease from Lessor the premises situated in the City of , County of , State of New York, more fully described as follows: (and hereinafter referred to as the demised premises) upon the following TERMS and CONDITIONS: 1. Term and Rent. Lessor leases the demised premises to Lessee for a term of year[s], commencing on the day of , 20 , and terminating on the day of , 20 , or sooner as provided herein at the annual rental rate of Dollars ($ ) payable in equal installments in advance on the first day of each month for that month’s rental, during the term of this lease. All rental payments shall be made to Lessor, at the address specified above. 2. Use. Lessee shall use and occupy the demised premises for the purpose of . The demised premises shall be used for no other purpose. Lessee shall not use the demised premises, wholly or partly, for any illegal trade, manufacture or business, or for storing, manufacturing or selling any explosives, flammables, or other inherently dangerous substance, chemical, thing, or device. Lessor shall not be liable for any illegal use of the demised premises by Lessee, unless Lessor has prior knowledge of such use and has consented to the same. 3. Occupancy. Lessee shall not at any time occupy or use the demised premises or allow the demised premises to be occupied or used in violation or in breach of the certificate of occupancy issued for the building in which the demised premises is located. 4. Security Deposit. On execution of this lease, Lessee deposits with Lessor an amount of Dollars ($ ), receipt of which is acknowledged by Lessor, as security for the faithful performance by Lessee of the terms hereof, including, without limitation, the surrender of possession of the demised premises to Lessor as herein provided. This amount shall be held in a separate account, details of which shall be furnished to Lessee. If the amount is deposited in an interest bearing account by Lessor, Lessor shall be entitled to receive, as administrative expenses, a sum equivalent to one per cent (1%) per annum upon the security deposit, which shall be in lieu of all other administrative and custodial expenses. This deposit shall be returned to Lessee along with interest (if required by law), on the full and faithful performance by Lessee of the provisions hereof. If Lessor applies any part of the deposit to cure any default of Lessee, Lessee shall, on demand, deposit with Lessor the amount so applied so that Lessor shall have the full deposit on hand at all times during the term of this lease. If Lessor sells the demised premises during the term of this lease, Lessor may turn over the security deposit to the buyer, in which case Lessor shall notify Lessee by registered or certified mail of such turn over and the name and address of the buyer. In that event, Lessee shall look only to the buyer for the return of the security deposit and Lessor shall be deemed released from any obligations or liability whatsoever with respect to the security deposit. 5. Care and Maintenance of Premises. Lessee acknowledges that the demised Page 1 of 8 LF140-NY • Rev. 09/04 2003 © American LegalNet, Inc. www.USCourtForms.com premises is in good order and repair, unless otherwise indicated herein. Lessee shall, at his own expense and at all times, maintain the demised premises in good and safe condition, including plate glass, electrical wiring, plumbing and heating installations and any other system or equipment upon the demised premises and shall surrender the same, at the termination hereof, in as good condition as received, normal wear and tear excepted. Lessee shall be responsible for all repairs required, excepting major maintenance and repair of the demised premises, not due to Lessee’s misuse, waste, or neglect or that of his/her employees or visitors, which shall be the responsibility of Lessor. Particularly, the roof, exterior walls, structural foundations, and , shall be maintained and repaired by Lessor. Lessee shall also, where applicable, maintain in good condition such portions adjacent to the demised premises, such as sidewalks, driveways, lawns and shrubbery, which would otherwise be required to be maintained by Lessor. 6. Alterations. Lessee shall not, without obtaining the prior written consent of Lessor, make any alterations, additions, or improvements, in, to or about the demised premises. All alterations or fixtures that are made on the demised premises shall be deemed to be Lessor’s property and shall not be removed at the termination of the tenancy, unless prior written consent of Lessor has been obtained for such removal. 7. Vault Space. Notwithstanding anything to the contrary contained herein, the scope of this lease does not extend to vault, vault space or area which is not within the demised premises, unless Lessee obtains a license from Lessor permitting the usage or occupancy of such vault, vault space or area. 8. Cleaning of Windows. Lessee shall not require, permit, suffer or allow any window or exterior surface of the demised premises to be cleaned from the outside unless safe means for cleaning the same, in full compliance with all applicable law, are provided. 9. Ordinances and Statutes. Lessee shall comply with all statutes, ordinances and requirements of all municipal, state and federal authorities now in force, and which may hereafter be in force, pertaining to the demised premises, occasioned by or affecting the use thereof by Lessee. 10. Assignment and Subletting. Lessee shall not assign this lease or sublet any portion of the demised premises without prior written consent of Lessor, which shall not be unreasonably withheld. Any such assignment or subletting without consent shall be void and, at the option of Lessor, may terminate this lease. Transfer of the majority of the stock if Lessee is a corporate, or the majority interest in Lessee if Lessee is a partnership or other legal entity shall be deemed an assignment. 11. Utilities. All applications and connections for necessary utility services on the demised premises shall be made in the name of Lessee only, and Lessee shall be solely liable for utility charges as they become due, including those for sewer, water, gas, electricity, and telephone services. In the event that any utility or service provided to the demised premises is not separately metered, Lessor shall pay the amount due and separately invoice Lessee for Lessee's pro rata share of the charges. Lessee shall pay such amounts within fifteen (15) days of invoice. Lessee acknowledges that the demised premises is designed to provide standard office use electrical facilities and standard office lighting. Lessee shall not use any equipment or devices that utilize Page 2 of 8 LF140-NY • Rev. 09/04 2003 © American LegalNet, Inc. www.USCourtForms.com excessive electrical energy or that may, in Lessor's reasonable opinion, overload the wiring or interfere with electrical services to other tenants or lessees. 12. Entry and Inspection. Lessee shall permit Lessor or Lessor’s agents to enter the demised premises at reasonable times and upon reasonable notice, for the purpose of inspecting the same, and shall permit Lessor at any time within sixty (60) days prior to the expiration of this lease, to place upon the demised premises any usual “To Let”, “For Lease” or “For Sale” signs, and permit lessees or purchasers to inspect the demised premises thereafter. 13. Parking. During the term of this lease, Lessee shall have the nonexclusive use in common with Lessor, other tenants or lessees of the building, their guests and invitees, of the non-reserved common automobile parking areas, driveways, and foot ways, subject to rules and regulations for the use thereof as prescribed from time to time by Lessor. Lessor reserves the right to designate parking areas within the building or in a reasonable proximity thereto, for Lessee and Lessee's agents and employees. Lessee shall provide Lessor with a list of all license numbers for the vehicles owned or used by Lessee, its agents and employees. Separated structured parking, if any, located about the building is reserved for lessees of the building who rent such parking spaces. Lessee hereby leases from Lessor spaces in such a structural parking area, such spaces to be on a first-come first-served basis. In consideration of the leasing to Lessee of such spaces, Lessee shall pay a monthly rental of Dollars ($ ) per space throughout the term of this lease and shall enter into a parking lease addendum with Lessor. Such rent shall be due and payable each month without demand at the time herein set for the payment of other monthly rentals, in addition to such other rentals. 14. Possession. If Lessor is unable to deliver possession of the demised premises at the commencement hereof, Lessor shall not be liable for any damage caused thereby, nor shall this lease be void or voidable, but Lessee shall not be liable for any rent until possession is delivered. Lessee may terminate this lease if possession is not delivered within days of the commencement of the term hereof, in which case Lessor shall return to Lessee the security deposit received. This right is only in addition to and shall not restrict any other remedy available to Lessee. However, if Lessor is unable to fulfill his obligations due to any unforeseen consequences or reasons beyond Lessor’s control, Lessor shall not be liable for Lessor’s failure to perform under this section. 15. Indemnification of Lessor. Lessor shall not be liable for any damage or injury to Lessee, or any other person, or to any property, occurring on the demised premises or any part thereof, except where such damage or injury is caused due to Lessor’s negligence or that of Lessor’s agents, servants or employees. Lessee agrees to indemnify and hold Lessor harmless from any claims for damages which arise in connection with any such occurrence of any damage or injury to person or property, which is caused by or results from the negligence of Lessee. Said indemnification shall include indemnity from any costs or fee which Lessor may incur in defending the said claim. 16. Rules and Regulations. Lessor’s existing rules and regulations, if any, shall be signed by Lessee, attached to this lease and incorporated into it. Lessor may adopt other rules and regulations at a later time provided that they have a legitimate purpose, Page 3 of 8 LF140-NY • Rev. 09/04 2003 © American LegalNet, Inc. www.USCourtForms.com do not modify Lessee’s rights substantially and do not become effective without notice of at least two (2) weeks. 17. Insurance. Lessee, at his expense, shall maintain plate glass and public liability insurance including bodily injury and property damage insuring Lessee and Lessor with minimum coverage as follows: Lessee shall provide Lessor with a Certificate of Insurance showing Lessor as additional insured. The Certificate shall provide for a ten-day written notice to Lessor in the event of cancellation or material change of coverage. To the maximum extent permitted by insurance policies which may be owned by Lessor or Lessee, Lessee and Lessor, for the benefit of each other, waive any and all rights of subrogation which might otherwise exist. If the demised premises or any other part of the building is damaged by fire or other casualty resulting from any act of negligence of Lessee or any of Lessee's agents, employees or invitees, rent shall not be diminished or abated while such damages are under repair, and Lessee shall be responsible for the costs of repair not covered by insurance. 18. Surrender of Premises. At the expiration of this lease, Lessee shall quit and surrender the demised premises in as good state and condition as it was at the commencement of this lease, reasonable use and wear thereof and damages by the elements excepted. 19. Eminent Domain. If the demised premises or any part thereof or any estate therein, or any other part of the building materially affecting Lessee’s use of the demised premises, shall be taken by eminent domain, this lease shall terminate on the date when title vests pursuant to such taking. The rent, and any additional rent, shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to Lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by Lessee, and for moving expenses. 20. Destruction of Premises. Lessee shall give Lessor immediate notice in case of fire or other damage or casualty to the demised premises or any part thereof. In the event of a partial destruction of the demised premises during the term hereof, from any cause, Lessor shall forthwith repair the same, provided that such repairs can be made within sixty (60) days under existing governmental laws and regulations, but such partial destruction shall not terminate this lease, except that Lessee shall be entitled to a proportionate reduction of rent while such repairs are being made, based upon the extent to which the making of such repairs shall interfere with the business of Lessee on the demised premises. If such repairs cannot be made within the said sixty (60) days, Lessor, at Lessor’s option, may carry out the same within a reasonable time, this lease continuing in effect with the rent proportionately abated as aforesaid, and in the event that Lessor shall not elect to make such repairs which cannot be made within sixty (60) days, this lease may be terminated at the option of either party. In the event that the building in which the demised premises may be situated is destroyed to an extent of not less than one-third of the replacement costs thereof, Lessor may elect to terminate this lease whether the demised premises be injured or not. A total destruction of the building in which the demised premises is situated shall terminate this lease. Page 4 of 8 LF140-NY • Rev. 09/04 2003 © American LegalNet, Inc. www.USCourtForms.com 21. Bankruptcy. Notwithstanding anything to the contrary in this lease, Lessor has the option of terminating this lease by notifying Lessee within a reasonable time after the happening of any of the following events: (i) If Lessee suffers the entry against Lessee of a judgment, decree or order for relief by a tribunal of competent jurisdiction in an involuntary proceeding commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or has any such proceeding commenced against Lessee which remains undismissed for a period of thirty (30) days; or (ii) if Lessee commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended; or applies for or consents to the entry of an order for relief in an involuntary case under any such law; or makes a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing Lessee’s inability to pay) Lessee’s debts as such debts become due; or takes corporate or other action to authorize any of the foregoing; or (iii) if Lessee suffers the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of all or a substantial part of Lessee’s assets in a proceeding brought against or initiated by it, and such appointment or taking possession is neither made ineffective nor discharged within thirty (30) days after the making thereof, or such appointment or taking possession is at any time consented to, requested by, or acquiesced to by Lessee. In case Lessor terminates this lease due to any of the above factors, Lessor shall be entitled to recover from Lessee the amount recoverable as rent for the unexpired portion of the lease term, provided that if the demised premises is re-let by Lessor for the above said unexpired period or any part thereof, Lessee shall liable only for the difference between the rent that would have been payable under this lease during the balance of the unexpired term, if this lease had continued in force, and the net rent for such period realized by Lessor by means of such re-letting. 22. Lessor’s Remedies on Default. If any default is made in the payment of rent, or any part thereof, at the times hereinbefore specified, or if any default is made in the performance of or compliance with any other term or condition hereof, this lease, at the option of Lessor and to the extent permitted by law, shall terminate and be forfeited, and Lessor may re-enter the demised premises and remove all persons therefrom to the extent permitted by law. 23. Tax Increase. In the event there is any increase during any year of the term of this lease in the City, County or State real estate taxes over and above the amount of such taxes assessed for the tax year during which the term of this lease commences, whether because of increased rate or valuation, Lessee shall pay to Lessor upon presentation of paid tax bills an amount equal to % of the increase in taxes upon the land and building in which the demised premises is situated. In the event that such taxes are assessed for a tax year extending beyond the term of the lease, the obligation of Lessee shall be proportionate to the portion of the lease term included in such year. 24. Common Area Expenses. In the event the demised premises is situated in a shopping center or in a commercial building in which there are common areas, Lessee agrees to pay his pro rata share of maintenance, taxes, and insurance for the common area. 25. Attorney’s Fees. In case suit should be brought for recovery of the demised Page 5 of 8 LF140-NY • Rev. 09/04 2003 © American LegalNet, Inc. www.USCourtForms.com premises, or for any sum due hereunder, or because of any act which may arise out of the possession of the demised premises, by either party, the prevailing party shall be entitled to all costs incurred in connection with such action, including a reasonable attorney’s fee, from the other party. 26. Waiver. No failure of Lessor to enforce any term hereof shall be deemed to be a waiver. 27. Notices. All notices pursuant to this agreement shall be in writing, and shall be sent by one party to the other at the respective address set forth in the preamble by registered or certified mail, return receipt requested. 28. Heirs, Assigns, Successors. This lease is binding upon and inures to the benefit of the heirs, assigns and successors in interest to the parties. 29. Option to Renew. Provided that Lessee is not in default in the performance of this lease, Lessee shall have the option to renew the lease for an additional term of months commencing at the expiration of the initial lease term. All of the terms and conditions of this lease shall apply during the renewal term except that the monthly rent shall be the sum of Dollars ($ ). The option shall be exercised by written notice given to Lessor not less than days prior to the expiration of the initial lease term. If notice is not given in the manner provided herein within the time specified, this option shall expire. 30. Subordination. This lease is and shall be subordinated to all existing and future liens and encumbrances against the property. This clause shall be self-operative and no further instrument of subordination shall be required. Lessee shall from time to time execute promptly any certificate that Lessor may request. 31. Radon Gas Disclosure. As required by law, Lessor makes the following disclosure: “Radon Gas” is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in New York. Additional information regarding radon and radon testing may be obtained from your county public health unit. 32. Other Disclosures (if any). . 33. Entire Agreement. The foregoing constitutes the entire agreement between the parties and may be modified only by a writing signed by both parties. 34. Brokers. Lessee represents that Lessee was not shown the demised premises by any real estate broker or agent and that Lessee has not otherwise engaged in, any activity which could form the basis for a claim for real estate commission, brokerage fee, finder’s fee or other similar charge, in connection with this lease. 35. Quiet Enjoyment. Lessor covenants and warrants that upon performance by Lessee of Lessee’s obligations hereunder, Lessee shall have quiet, peaceful and undisturbed and uninterrupted possession of the demised premises during the term of this lease, and that Lessor shall not willfully and intentionally interfere with the same. Page 6 of 8 LF140-NY • Rev. 09/04 2003 © American LegalNet, Inc. www.USCourtForms.com 36. Liability. Lessor shall not be liable for any loss, expense or damage to any person or property, unless it is due to Lessor’s negligence. Lessee is responsible for all acts or neglects of Lessee’s employees, visitors or invitees. 37. Choice of Law. This lease shall be governed by the laws of the State of New York, and all disputes shall be subject to the jurisdiction of the courts of the State of New York. 38. Paragraph Headings. The paragraph headings are for convenience only. 39. Other Terms. IN WITNESS WHEREOF, the parties have executed this lease at month and year first above written. , the day, Signed in the presence of: Witness: Lessee: Witness: Lessor: State of: County of: New York On the day of in the year before me, the undersigned, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. Signature of Notary: Affiant Type of ID Known Produced ID (Seal) Page 7 of 8 LF140-NY • Rev. 09/04 2003 © American LegalNet, Inc. www.USCourtForms.com Guaranty The undersigned Guarantor guarantees to Lessor strict performance and observance by Lessee of all obligations under this lease, as the same may be amended, modified or supplemented. Guarantor hereby waives any notice requirements if Lessee commits any default of this lease, and shall be jointly and severally liable with Lessee such that Lessor can proceed directly against Guarantor in a court of competent jurisdiction without first proceeding against Lessee. This guaranty shall remain in effect throughout the term of the above lease and any extension thereof. Dated this day of , 20 . Witness: Signature of Guarantor: Print Name of Guarantor: Address of Guarantor: State of: County of: New York On the day of in the year before me, the undersigned, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. Signature of Notary: Affiant Type of ID Known Produced ID (Seal) NOTICE: State law establishes rights and obligations for parties to rental agreements. This agreement is required to comply with the applicable Landlord Tenant Statute or code of your state. If you have a question about the interpretation or legality of a provision of this agreement, you may want to seek assistance from a lawyer or other qualified person. NOTICE: Contact your local county real estate board for additional forms that may be required to meet your specific needs. Page 8 of 8 LF140-NY • Rev. 09/04 2003 © American LegalNet, Inc. www.USCourtForms.com