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FILED: SUFFOLK COUNTY CLERK 05/30/2024 07:25 AM INDEX NO. 613234/2024
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/30/2024
EXHIBIT A
FILED: SUFFOLK COUNTY CLERK 05/30/2024 07:25 AM INDEX NO. 613234/2024
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/30/2024
LEASE AGREEMENT
This Lease Agreement ("Lease") is entered into as of the 8th day of July, 2008 by and between 744
ELROY URBAN RENEWAL INVESTORS LLC ("Landlord" or “Owner”), c/o CRG Management, LLC,
1330 Avenue ofthe Americas, 23rd Floor, New York, New York 10019 and HAILOO LLC ("Tenant"), aNew
York limited liability company, with offices at 1 62 Gnarled Hollow Road, East Setauket, New York 11733.
WITNESSETH:
1. Definitions and Basic Provisions. Certain definitions and basic provisions ofthis Lease are as
follows:
1.1 Lease Date: July 8, 2008
1.2 Tenant: Hailoo LLC
1.3 Tenant's Address: 1 62 Gnarled Hollow Road
East Setauket, New York 1 1 733
Contact: Ms. Dwan Hailoo and Mr. Charles Salvia
Telephone: (818) 693-9711
1.4 Landlord: 744 Elroy Urban Renewal Investors LLC
1.5 Landlord's Address: c/o CRG Management, LLC
1330 Avenue of the Americas
23,d Floor
New York, New York 10019
Attn.: Arthur R. Stem
1.6 Premises: A portion of the third (3rd) floor known as Suite 301 (the "Premises" or
"Demised Premises") in the office building located at 744 Broad Street, Newark, New Jersey (the "Building").
The Building and the land upon which it is situated (the “Land”) are herein sometimes collectively called the
"Project".
1 .7 Lease Term: The period commencing on the Commencement Date (as hereinafter
defined) and expiring on the last day of the sixtieth (60th) consecutive month from the Commencement Date
(the “Expiration Date”). The “Commencement Date” shall be the earlier of: (a) the date of Substantial
Completion (as defined in Exhibit “E” hereinafter) of Tenant Improvements (as defined in Exhibit “E”
hereinafter), as specified in a notice to Tenant (which notice shall not be subject to the requirements of Section
28 ofthe Lease) setting forth the date Tenant Improvements were or will be Substantially Complete, subject to
the provisions of Exhibit “E”, or (b) the date on which Tenant enters, uses or occupies any portion of the
Premises. If the Commencement Date is a date other than the first day of a month, the Lease Term shall
consist of said number of months in addition to the remainder ofthe month in which the Commencement Date
occurs.
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1.8 Base Rent:
Commencement Date through $42, 1 60.00 per annum
Lease Year Five $ 3,513.33 per month
1.9 Security Deposit: $7,026.66
1.10 Tenant's Percentage: 0.38% (0.0038) [2,108 rentable square feet / 555,600 rentable
square feet]
1.11 Permitted Use: Subject to the terms and conditions ofthis Lease, for the operation of
a server room for Tenant’s web search engine and ancillary general and administrative offices in connection
therewith.
1.12 Lease Year: If the Commencement Date is the first day of a month, the Lease Year
shall be the period of twelve (12) months commencing on the Commencement Date and each successive
twelve (12) month period commencing on the anniversaiy ofthe Commencement Date. Ifthe Commencement
Date is a date other than the first day of a month, the Lease Year shall be the period of twelve (12) months
commencing on first day ofthe first full month following the Commencement Date and each successive twelve
(12) month period commencing on the anniversaiy of said date, however, the first Lease Year of the Lease
Term shall also include the remaining days of the month in which the Commencement Date occurs. During
any Lease Year within the Lease Term that is less than twelve (12) full months, any amount to be paid for such
period shall be prorated, based on the actual number of months and the actual number of days of any partial
month assuming each month to have thirty (30) days.
1.13 Anything in this Lease to the contrary notwithstanding, provided there is no Event of
Default (hereinafter defined) under the terms, covenants and conditions of this Lease, Tenant shall have the
right to use and occupy the Demised Premises free of Base Rent (but Tenant shall pay Additional Rent
[hereinafter defined] and any direct charges during the aforesaid free Base Rent period), for a period beginning
with the Commencement Date through and including twelve (12) months, after which period the Base Rent
payments shall commence (the "Rent Commencement Date") in accordance with the terms of this Lease.
1.14 Supplementing Sections 1.7, 1.8, 1.13 and 2.2 hereinafter, in the event Landlord
cannot deliver possession ofthe Premises to Tenant on or before the Commencement Date (except if caused by
the acts or delays of Tenant), the dates set forth herein with respect to the Commencement Date, Rent
Commencement Date and the Expiration Date shall be pushed back one (1) day for each day after the
Commencement Date for which possession is not delivered to Tenant.
1.15 Intentionally Deleted.
2. Lease Grant.
2. 1 In consideration ofthe Rent (as hereinafter defined) to be paid and the other covenants
and agreements to be performed by Tenant, Landlord does hereby lease, demise and let unto Tenant the
Premises, shown on the floor plan attached hereto as Exhibit "A" and incorporated herein by reference,
commencing on the Commencement Date and ending on the Expiration Date, unless sooner terminated as
herein provided. Exhibit “A” sets forth the general layout ofthe Premises, but shall not be deemed a warranty,
representation or agreement on the part of Landlord, that all or any part of the Premises is, will be, or will
continue to be, configured as indicated thereon.
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2.2 Ifthis Lease is executed before the Premises become vacant, or otherwise available for
occupancy, or if any tenant or occupant of the Premises holds over, and Landlord cannot acquire legal
possession of the Premises prior to the Commencement Date, Landlord shall not be in default hereunder, and
Tenant shall accept possession of the Premises when Landlord is able to tender the same, and such date shall
be deemed to be the date Tenant shall have accepted the same as suitable for the purposes herein intended and
to have acknowledged that the same comply with Landlord's obligations.
2.3 In the event Section 1 .7 herein does not set forth a date certain as the Commencement
Date, then within ten (10) days after request by Landlord, Tenant shall give Landlord a document confirming
the Commencement Date, certifying that Tenant has accepted delivery ofthe Premises and that the condition of
the Premises complies with Landlord's obligations hereunder. Such document shall be in substantially the form
attached hereto as Exhibit "B" and such signed document shall be incorporated by reference into this Lease.
The failure of Tenant to timely execute said document shall not affect the Commencement Date.
2.4 Notwithstanding anything to the contraiy contained in this Lease, until Tenant has
delivered to Landlord a certificate(s) of insurance evidencing strict compliance with all of the insurance
procurement requirements required under Section 24 herein, Landlord shall have no obligation to deliver keys
to the Premises and Tenant shall not be entitled to access to the Premises, commence any work to the Premises
or otherwise occupy the Premises for any reason, regardless of whether or not the Lease Term and/or Tenant’s
obligation to pay Rent (hereinafter defined) has commenced.
2.5 No vaults, vault space or area, whether or not enclosed or covered, not within the
property line of the Building is leased hereunder, notwithstanding anything to the contrary contained in or
indicated on any sketch, blueprint or floor plan, or anything contained elsewhere in this Lease. Landlord
makes no representation as to the location ofthe property line ofthe Building. All vaults and vault space and
all such areas not within the property line ofthe Building, if any, which Tenant may be permitted to use and/or
occupy, is to be used and/or occupied under a revocable license, and if any such license be revoked, or if the
amount of such space or area be diminished or required by any federal, state or municipal authority or public
utility, Landlord shall not be subject to liability nor shall Tenant be entitled to any compensation or diminution
or abatement of Rent, nor shall such relocation, diminution or requisition be deemed constructive or actual
eviction. Any tax, fee or charge of municipal authorities for such vault or area shall be paid by Tenant.
2.6 Intentionally Deleted.
2.7 No easement for light, air or view is granted, given or implied herein. Any diminution
or obstruction of light, air or view by any structure which may be erected on lands adjacent to the Project shall
not affect this Lease or impose any liability on Landlord. Tenant shall not acquire any right or easement for the
use of any door or passageway in any portion ofthe Building or the Project, except the easement of necessity
for ingress and egress, if any, in the doors and passageway(s) directly connecting with the Premises.
2.8 Tenant acknowledges that it has inspected and examined the Premises and is
thoroughly familiar and satisfied with the condition and value thereof; that no representations or warranties
have been made to Tenant and that Landlord is unwilling to make any representations and has held out no
inducements to Tenant, except as specifically set forth herein. Tenant accepts the Premises in "as is" condition,
and Landlord shall not be required to perform any work at the Building or in the Premises in order to effectuate
delivery of possession of the Premises to Tenant, except that Landlord shall perform Landlord's Work (as
defined in Exhibit "E"), if any.
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3. Rent / Security Deposit.
3.1 Tenant agrees to pay to Landlord, in advance on or before the first day ofeach month,
the Base Rent, subject to any adjustment as provided in this Lease, without deduction or set off, for each month
of the entire Lease Term. the Security Deposit! VA
required under Section 1 .9 ($7,026.66) shall be due and payable by Tenant to Landlord upon execution ofthis
Lease and the monthly installments of Base Rent shall be due and payable without demand on or before the
first day of each calendar month thereafter during the Lease Term. Base Rent-for any period of less than a full
month shall be prorated, based on one-thirtieth (1/30) of the current Base Rent for each day of the partial
month this Lease is in effect. All sums other than Base Rent payable by Tenant hereunder shall constitute
“Additional Rent” (as further defined in Section 4(A)(i)). Base Rent and Additional Rent shall be collectively
referred to in this Lease as “Rent”.
3.2 Intentionally deleted.
3.3 If any installment ofRent (or any portion thereof) owed by Tenant to Landlord under
this Lease is not received within ten ( 1 0) days after the due date thereof, without implying Landlord's consent
to such late payment, Tenant, to the extent permitted by law, shall pay, in addition to said installment ofRent, a
late payment charge equal to two percent (2%) per month of such installment of the Rent. Said late payment
charge shall constitute liquidated damages and shall be for the purpose ofreimbursing Landlord for additional
costs and expenses which Landlord expects to incur in connection with the handling and processing of late
installment payments of Rent owed by Tenant to Landlord hereunder. If there is such a late payment by
Tenant, the damages resulting to Landlord will be difficult to ascertain precisely, and the foregoing late charge
constitutes a reasonable and good faith estimate by the parties of the extent of such damages and does not
constitute interest. Notwithstanding the foregoing, such late charges shall not apply to any sums that may have
been advanced by Landlord to or for the benefit of Tenant pursuant to this Lease.
3 .4 The Security Deposit, ifany, shall be held by Landlord as security for the performance
by Tenant of Tenant's covenants and obligations under this Lease. Such Security Deposit shall not be
considered an advance payment ofRent or a measure of Landlord's damages in a default by Tenant. Upon any
Event of Default (as hereinafter defined) by Tenant, Landlord may (but shall not be obligated to), without
prejudice to any other remedy and without any further notice to Tenant, use the Security Deposit to the extent
necessaiy to fund any arrearage of Rent and any other damage, injury, expense or liability caused to Landlord
by such Event of Default. Following such application of the Security Deposit, Tenant shall pay to Landlord,
within five (5) days of Landlord’s written demand, the amount so applied to restore the Security Deposit to its
original amount (failure to restore such Security Deposit shall be a further Event of Default). If there is not
then an Event of Default, any remaining balance of the Security Deposit shall be returned by Landlord to
Tenant upon termination ofthis Lease. IfLandlord transfers its interest in the Premises during the Lease Term,
Landlord may assign the Security Deposit to the transferee and, provided the transferee acknowledges receipt
of same, thereafter shall have no further liability for the return of the Security Deposit.
3.5 All Rent due hereunder that is not received following the expiration of any notice and
cure period required under this Lease, or as otherwise set forth in this Lease, shall bear interest from the due
date until paid in full at a rate equal to the lesser of: (a) eighteen percent (1 8%) per annum or (b) the maximum
legal rate allowable by law (the "Default Rate"). If more than the maximum legal rate of interest should ever
be collected with regard to any sum due hereunder, said excess amount shall be credited against future
payments) of Rent due and accruing thereafter. If no such further Rent accrues hereunder, said excess sums
shall be promptly refunded by Landlord to Tenant upon demand by Tenant.
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3.6 No payment by Tenant or receipt by Landlord of a lesser amount than the correct Rent
shall be deemed to be other than a payment on account, nor shall any endorsement or statement on any check
or any letter accompanying any check or payment be deemed an accord and satisfaction. Landlord may accept
such check of payment without prejudice to Landlord's right to recover the balance or to pursue any other
remedy. If any check delivered to Landlord by Tenant in payment of Rent is not honored by the financial
institution upon which such check was drawn and is returned to Landlord for any reason whatsoever, Landlord
may impose, as Additional Rent, a returned check service charge of $75.00 each time a check is not honored
and returned to Landlord. Such returned check service-charge shall be in addition to and not in lieu ofany late
payment charge assessed pursuant the Section 3.3 above. If any two (2) checks delivered to Landlord by
Tenant during a Lease Year in payment of Rent are not honored by the financial institution upon which such
checks were drawn are returned to Landlord for any reason whatsoever, Landlord may require, upon written
notice to Tenant, that any and all subsequent payments of Rent be made by either cash, money order or
cashier's check for the balance of the Lease Term.
3.7 Any late charge and/or interest assessed pursuant to Section 3.3 and Section 3.5,
respectively, ifnot previously paid, shall be added to and become part ofthe next succeeding payment ofRent
to be made hereunder and shall be deemed to constitute Additional Rent.
3.8 If Rent or any portion thereof shall be or become uncollectible by virtue of any law,
governmental order or regulation, or direction of any public officer or body, Tenant shall enter into such
agreement or agreements and take such other action (without additional expense to Tenant) as Landlord may
request, as may be legally permissible, to permit Landlord to collect the maximum Rent from time to time
during the continuance of such legal rent restriction as may be legally permissible, but not in excess of the
amounts of Rent payable under this Lease. Upon the termination of such legal rent restriction, (a) the Base
Rent and Additional Rent, after such termination, shall become payable under this Lease in the amounts set
forth in this Lease for the period following such termination; and (b) Tenant shall pay to Landlord, if legally
permissible, an amount equal to (i) the Rent which would have been paid pursuant to this Lease, but for such
rent restriction, less (ii) the Rent paid by Tenant to Landlord during the period that such rent restriction was in
effect.
4. Additional Rent.
A. The terms defined below shall for die purposes ofthis Lease have the meanings herein
specified:
(i) "Additional Rent": All payments payable under this Lease (however
denominated) by the Tenant to the Landlord other than Base Rent (including, but not limited to, amounts due
under this Section 4 and Section 52 ofthis Lease). The failure to pay any Additional Rent shall give rise to the
same right and remedies reserved to the Landlord under this Lease, at law or in equity as if such nonpayment
were of Base Rent reserved hereunder.
(ii) "Taxes": All real estate taxes, sewer rents, water frontage charges, and
assessments, special or otherwise (including but not limited to any improvement district charges or business
improvement district fees), payable to the City of Newark, New Jersey or any other taxing authority with
respect to the Project, and all taxes payable with respect to the rentals payable hereunder other than general
income and gross receipts taxes (except that general income and gross receipts taxes shall be included if
covered by the provisions of the following sentence). Taxes shall also include any taxes, charges or
assessments payable to any taxing authority in whole or in part in lieu of the present method of real estate
taxation, provided such substitute taxes, charges and assessments are computed as ifthe Building were the sole
property of the Landlord subject to said substitute tax, charge or assessment. With respect to any Comparison
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Year (hereinafter defined), all expenses, including reasonable legal fees, experts' and other witnesses' fees,
incurred in contesting the validity or amount of any Taxes or in obtaining a refund of Taxes or in attempting to
prevent an increase in Taxes, may be considered as part ofthe Taxes for such Tax Year. Tenant shall not have
the right to bring tax certiorari proceedings or other proceedings contesting the amount or validity of any
Taxes.
(iii) "Base Tax Year" : The calendar year commencing January 1 , 2008 and ending
December 3 1 , 2008.
(iv) "Base Taxes": The Taxes actually paid with respect to the Base Tax Year.
(v) "Tax Year" : Each twelve ( 1 2) month period commencing January 1 st during
the Lease Term.
(vi) "Tenant's Percentage”: As defined in Section 1.10.
(vii) - (xii) Intentionally deleted.
(xiii)"Comparison Year" shall mean, with respect to Taxes, any Tax Year
subsequent to the Base Tax Year, for any part or all of which there is Additional Rent payable in addition to
the Base Rent provided for hereunder.
(xiv) The term "Landlord's Statement" shall mean an instrument or instruments
prepared by Landlord comparing Taxes for the Base Tax Year with Taxes for the Comparison Year in
question, and setting forth the Additional Rent due from Tenant for such Comparison Year pursuant to the
provisions of this Section 4.
B. (i) If Taxes payable for any Comparison Year shall exceed the Base Taxes,
Tenant shall pay as Additional Rent for such Comparison Year, an amount equal to Tenant's Percentage ofthe
amount of such excess. If the amount of Taxes payable during the Base Tax Year is reduced by final
determination of legal proceedings, settlement or otherwise, the reduced amount of such Base Taxes shall
thereafter be used to determine the amount ofthe increase in the Additional Rent pursuant to this Section 4. In
addition, the Additional Rent theretofore paid or payable under this Section 4 shall be recomputed on the basis
of such reduction and the Tenant shall pay to Landlord as Additional Rent within twenty (20) days after being
billed therefore, any deficiency between the amount of the increase in the Additional Rent theretofore
computed and the amount thereof due as a result of such recomputation.
(ii) Provided that Tenant is not then in monetaiy default or material nonmonetary
default of any terms, conditions or covenants ofthis Lease, that Tenant is not in stipulation ofsettlement with
Landlord, that Tenant is not operating under a rental reduction from Landlord and further provided that Tenant
has paid its Tenant’s Percentage of the increase in Taxes for which a refund has been awarded to Landlord, if
Landlord shall receive a refund of Taxes for any Comparison Year with respect to which Tenant paid
Additional Rent by reason of an increase in Taxes, Landlord shall set forth in the first Landlord's Statement
thereafter submitted to Tenant the amount of such refund and the amount of the legal fees and other expenses
incurred in connection with the collection ofthe refund, Tenant shall receive a credit against the installment or
installments of Additional Rent allocable to Taxes next falling due equal to Tenant's Percentage ofthe amount
by which the refund exceeds said fees and expenses, but in no event shall the credit exceed the amount of
Additional Rent paid by Tenant in respect to Taxes for said Comparison Year.
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c. Cost of Living Adjustments: The Base Rent reserved in this Lease and payable
hereunder shall be adjusted, as of the times and in the manner set forth in this Section.
(1) Definitions: For the purposes of this Section the following definitions shall
apply:
(i) The term "Base Month" shall mean the full calendar month of June
2008.
(ii) The term "Price Index" shall mean the “Consumer Price Index”
published by the Bureau of Labor Statistics ofthe U.S. Department of Labor, All Items, Northeast Region, all
urban consumers (presently denominated "CPI-U"), or a successor or substitute index appropriately adjusted.
(iii) The term "Price Index for the Base Month" shall mean the All Items
Price Index for the Base Month.
(2) Effective as of each anniversary of the Base Month (“Comparison Month”),
there shall be made a cost of living adjustment (increase, but not decrease) of the annual rent payable
hereunder. The annual adjustment shall be based on one hundred percent (100%) ofthe percentage difference
between the Price Index for the Base Month, and the Price Index for the Comparison Month.
(i) In no event shall the annual rent be decreased based on the difference
between the Price Index for the Base Month, and the Price Index for the Comparison Month.
(ii) In the event the Price Index for any Comparison Month during the
term of this Lease reflects an increase over the Price Index for the Base Month, then the annual rent herein
provided to be paid as ofthe Comparison Month shall be adjusted upwards, i.e. Base Rent originally provided
to be paid for this Lease (unchanged by any adjustments under this Section) shall be multiplied by one hundred
percent (1 00%) ofthe percentage difference between the Price Index for the Comparison Month and the Price
Index for the Base Month, and the resulting sum shall be added to such annual rent, effective as of such
Comparison Month. Said adjusted annual rent shall thereafter be payable hereunder, in equal monthly
installments, until it is readjusted pursuant to the terms of this Lease.
The following illustrates the intentions of the parties hereto as to the
computation of the aforementioned cost of living adjustment in the annual rent payable hereunder:
Assuming that said annual Base Rent is $ 1 0,000, that the Price Index
for the Base Month was 1 02.0 and that the Price Index for the Comparison Month was 1 05.0,
then the percentage increase thus reflected, i.e., 2.941% (3.0/102.0), would be multiplied by
one hundred percent (100%) and then by $10,000, and said annual Base Rent would be
increased by $294.10 which would be divided by 12. Such resulting dividend of $24.51
would be added to the monthly installment of Base Rent provided to be paid under this Lease,
effective as ofthe Comparison Month, until such time that a new adjustment is provided to be
made pursuant to the terms of this Section.
In the event that the Price Index ceases to use 1982/84=100 as the basis of
calculation, or if a substantial change is made in terms or number of items contained in the Price Index, then
the Price Index shall be adjusted to die figure that would have been arrived at had the manner of computing the
Price in effect at the date of this Lease not been altered. In the event such Price Index (or a successor or
substitute index) is not available, a reliable governmental or other non-partisan publication evaluating the
information heretofore used in determining the Price Index shall be used provided same is reasonable.
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No adjustments or recomputations, retroactive or otherwise, shall be made due
to any revision which may later be made in the first published figure of the Price Index for any month.
(3) Landlord will cause statements of the cost of living adjustments (the
“Operating Statement”) provided in Section 4C(2) above to be prepared in reasonable detail and delivered to
Tenant.
(4) Any delay or failure of Landlord in computing or billing for the rent
adjustments hereinabove provided, shall not constitute a waiver of or in any way impair the continuing
obligation of Tenant to pay such rent adjustments hereunder. Notwithstanding any expiration or termination of
this Lease prior to the Expiration Date (except in the case of a cancellation by mutual agreement) Tenant's
obligation to pay Base Rent as adjusted under this Section shall continue and shall cover all periods up to the
Expiration Date, and shall survive any expiration or termination of this Lease.
D. (i) At any time during or after any Comparison Year, Landlord may render to
Tenant a Landlord's Statement(s) showing a comparison of the Taxes payable for the Comparison Year with
the Base Taxes and the amount payable as Additional Rent resulting from each of such comparisons.
Landlord's failure to render a Landlord's Statement during or with respect to any Comparison Year shall not
eliminate or reduce Tenant's obligation to pay Additional Rent pursuant to this Section 4 for such Comparison
Year, nor prejudice Landlord's right to render a Landlord's Statement during or with respect to any subsequent
Comparison Year.
(ii) With respect to a Landlord's Statement showing Additional Rent due as a
result of increased Taxes in a Comparison Year over Base Taxes, Tenant shall pay to Landlord the full amount
of such increase within twenty (20) days after the rendition of such Landlord's Statement.
(iii) Notwithstanding Section 4(D)(i) and Section 4(D)(ii) above, Landlord may
require, in its sole discretion, the payment of any increases in Taxes in a Comparison Year over Base Taxes to
be estimated, in advance, and be due and payable as Additional Rent by Tenant in equal monthly installments,
in advance on the first day of each month during such Comparison Year. In connection therewith, Landlord
shall make a good faith estimate of the Additional Rent to be due by Tenant or, alternatively, may continue to
bill Tenant based upon the monthly payments made by Tenant in the previous Comparison Year. From time to
time during such Comparison Year, Landlord may re-estimate the Additional Rent to be due by Tenant for that
Comparison Year and deliver a copy of the re-estimate to Tenant. Thereafter, the monthly installments of
Additional Rent payable by Tenant shall be appropriately adjusted in accordance with the estimations so that, by
the end of such Comparison Year in question, Tenant shall have paid all ofthe Additional Rent as estimated by
Landlord. Following the end of such Comparison Year and issuance by Landlord of a Landlord’s Statement
for such Comparison Year, Tenant shall, within fifteen (15) days thereafter, pay to Landlord an amount equal
to the amount of any underpayment of Tenant's Percentage of Taxes for such Comparison Year and, in the
event of an overpayment, Landlord will credit Tenant the amount ofTenant’s overpayment against subsequent
payments of Taxes under this Section.
E. The expiration or termination ofthis Lease during any Comparison Year for any part
or all of which there is Additional Rent payable by Tenant under this Section 4 shall not affect the rights or
obligations ofthe parties hereto respecting such Additional Rent and any Landlord's Statement relating to such
increase may, on a pro rata basis, be sent to Tenant subsequent to, and all such rights and obligations shall
survive, and be prorated as of, any such expiration or termination. Any payments due under such Landlord's
Statement shall be payable within twenty (20) days after such statement is sent to Tenant.
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F. Within thirty (30) days of its receipt of the Landlord’s Statement, Tenant at its sole
cost and expense shall have the right to review (or have its accountant review) in Landlord’s offices and during
Landlord’s normal business hours the items in support ofthe calculations within the Landlord’s Statement. If
within such thirty (30) day period, Tenant does not give written notice stating in detail reasonable objections to
such calculations, Tenant shall be deemed to have given approval of such calculations. Failure to pay such
Additional Rent, when due, whether or not under protest, within said thirty (30) day period, shall constitute an
Event of Default hereunder.
G. Any Landlord Statement given by Landlord pursuant to this Section 4 shall be binding
upon Tenant unless, within thirty (30) days after its receipt of such notice, Tenant notifies Landlord of its
disagreement therewith, specifying the portion thereof with which Tenant disagrees. Pending resolution of
such dispute, Tenant shall, without prejudice to its rights, pay all amounts determined by Landlord to be due,
subject to prompt refund by Landlord (without interest) upon any contrary determination.
Ó 5. Landlord's Obligations.
5.1 Subject to the limitations hereinafter set forth, Landlord shall furnish Tenant while
occupying the Premises and while Tenant is not in default under this Lease, facilities to provide (a) water at
those points of supply provided for general use oftenants ofthe Building; (b) heat in season from 8:00 a.m. to
6:00 p.m. Monday through Friday, except for holidays ("Regular Business Hours"), at temperatures and
amounts reasonably considered by Landlord to be standard, such service at night and on Saturday afternoons,
Sundays and holidays to be furnished only at the written request of Tenant; and (c) elevators for ingress and
egress to the floor on which the Premises are located, in common with other tenants, provided that Landlord
may limit the number of elevators to be in operation at times other than during Regular Business Hours for the
Building and on holidays. IfTenant desires services specified in this Section 5. 1 at any time other than during
Regular Business Hours, such service shall be supplied to Tenant only at the request of Tenant delivered to
Landlord before 3 :00 p.m. on the date which is two (2) business days preceding such extra usage. Tenant shall
pay to Landlord, as Additional Rent, the Landlord’s customary charges for such service upon receipt of a bill
thereafter. Subject to the terms and conditions ofthe Lease, emergency and force majeure, Tenant shall have
access to the Premises twenty-four (24) hours a day, seven (7) days a week.
5.2 Landlord agrees to maintain the public and common areas (the "Common Facilities"
or "Common Areas") of the Building, such as lobbies, stairs, corridors and rest rooms and other areas
designated for public use, as constituted from time to time, in reasonably good order and condition, except for
damage caused by Tenant, or its employees, agents or invitees. Subject to Landlord's rights under this Lease
and the rules and regulations set forth in Exhibit “C”, Tenant, its principals, employees and customers (for
purposes of this Section 5.2, collectively the "Tenant") shall have the non-exclusive right to use the Common
Areas, in common with Landlord, other tenants of the Building and other persons entitled to use the same.
Tenant shall not interfere with the rights of other persons to use the Common Areas. Landlord may
temporarily close parts of the Common Areas for such periods of time as may be necessary for (i) temporary
use as a work area in connection with the construction of improvements within the Building or contiguous
property, (ii) repairs or alterations in or to the Common Areas or to any utility type facilities, (iii) preventing
the public from obtaining prescriptive rights in or to the Common Areas, (iv) security reasons, or (v) doing and
performing such other acts as in the use of reasonable business judgment Landlord shall determine to be
appropriate for the Building; provided, however, that Landlord shall use reasonable efforts not to unduly
interfere with or disrupt Tenant’s business (but in no event shall Landlord be required to incur overtime
charges). In addition, Landlord may at any time remodel or alter the Building, or change the location of any
entrance thereto, sidewalks, passageways or any other portion thereof not occupied by Tenant (including the
Common Areas), and the same shall not constitute a constructive, actual, total or partial eviction. In
connection therewith, Landlord shall use reasonable efforts not to unduly interfere with or disrupt Tenant’s
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business (but in no event shall Landlord be required to incur overtime charges).
5.3 Intentionally Deleted.
5.4 Failure to any extent to make available, or any slow-down, stoppage or interruption of
the services set forth in Section 5.1 or Section 5.5 hereinafter resulting from any cause (including, but not
limited to, Landlord's compliance with [a] any voluntary or similar governmental or business guideline now or
hereafter published or [b] any requirements now or hereafter established by any governmental agency, board or
bureau having jurisdiction over the operation and maintenance ofthe Building) shall not renderLandlord liable
for damages to person, property, or business, nor be construed as an eviction of Tenant or work an abatement
of Rent, nor relieve Tenant from fulfillment of any covenant or agreement hereof. If any equipment or
machinery furnished by Landlord breaks down or for any cause cease to function properly, Landlord shall use
reasonable diligence to repair same promptly, but Tenant shall have no claim for abatement ofRent or damages
for any interruptions in service occasioned thereby or resulting therefrom.
5.5 Tenant shall take good care of and keep the Premises clean.
5.6 Landlord reserves the right to stop the service of the heating, air conditioning,
ventilating, elevator, plumbing, electrical, communications or other mechanical systems or facilities in the
Building when necessary by reason of accident or emergency, or for repairs, alterations, replacements or
improvements, which, in the judgment of Landlord are desirable or necessary, until said repairs, alterations,
replacements or improvements shall have been completed. The exercise of such right by Landlord shall not
constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or
diminution ofRent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon
Landlord or its agents by reason of inconvenience or annoyance to Tenant, or injury to or interruption of
Tenant’s business, or otherwise. Landlord shall employ reasonable diligence in attempting to restore the
operation of any such systems or facilities without any obligation, however, to employ labor at overtime or
other premium pay rates.
5.7 If an excavation shall be made upon land adjacent to the Project, or shall be
authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation license
to enter the Premises for the purpose of doing such work as said person shall deem necessary to preserve the
wall or the Building from injury or damage and to support the same by proper foundation without any claim for
damages or indemnity against Landlord, or diminution or abatement of Rent. In connection therewith,
Landlord shall use reasonable efforts not to unduly interfere with or disrupt Tenant’s business (but in no event
shall Landlord be required to incur overtime charges).
5.8 Tenant shall replace, at its sole cost and expense, any glass damaged or broken from
any cause whatsoever in and about the Premises. Landlord, at its option, may replace such damaged or broken
glass at Tenant’s sole cost and expense and bills therefor shall be due from and payable by Tenant, and the
amount thereof shall be deemed to be, and paid as, Additional Rent.
6. HVAC. Tenant shall be responsible for supplying air-conditioning to the Premises. Tenant, at
its sole cost and expense, shall maintain and repair any ventilation, heating and air-conditioning
unit(s)/system(s) in the Demised Premises (other than die base building heating system, unless same is required
as a result of Tenant's acts or negligence), as to keep same in working order throughout the Lease Term.
Further, Tenant shall procure, in a prompt and diligent manner at its sole cost and expense, a service contract
for any unit/system installed in the Premises by Tenant or Landlord, and supply a copy of same to Landlord
and its managing agent. Notwithstanding anything to the contraiy contained in this Lease, Tenant shall not be
responsible for the maintenance or repair of the base building heating system, unless same is required as a
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result ofthe acts or negligence of Tenant or its employees, contractors, agents or invitees. In addition, Tenant
acknowledges and agrees that all unit(s)/system(s) within the Premises (whether now existing or hereinafter
installed by either party) are the property of Landlord, and shall remain at the Demised Premises upon the
expiration or earlier termination of this Lease, provided that Landlord, at its option, may by notice to Tenant,
require Tenant to remove such unit(s)/system(s), at Tenant's cost, and repair any damage caused by such
removal, normal wear and tear excepted.
7. Permitted Use / Prohibitions. Tenant shall use the Premises only for the Permitted Use.
Tenant will not occupy or use the Premises, or permit any portion of the Premises to be occupied or used, for
any business or purpose other than the Permitted Use, in violation of any term or provision ofthis Lease or for
any use or purpose which is unlawful in part or in whole or deemed to be disreputable in any manner, nor
permit anything to be done which will in any way increase the rate of insurance on the Building. Tenant will
conduct its business and co
Preview
FILED: SUFFOLK COUNTY CLERK 05/30/2024 07:25 AM INDEX NO. 613234/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/30/2024 EXHIBIT A FILED: SUFFOLK COUNTY CLERK 05/30/2024 07:25 AM INDEX NO. 613234/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/30/2024 LEASE AGREEMENT This Lease Agreement ("Lease") is entered into as of the 8th day of July, 2008 by and between 744 ELROY URBAN RENEWAL INVESTORS LLC ("Landlord" or “Owner”), c/o CRG Management, LLC, 1330 Avenue ofthe Americas, 23rd Floor, New York, New York 10019 and HAILOO LLC ("Tenant"), aNew York limited liability company, with offices at 1 62 Gnarled Hollow Road, East Setauket, New York 11733. WITNESSETH: 1. Definitions and Basic Provisions. Certain definitions and basic provisions ofthis Lease are as follows: 1.1 Lease Date: July 8, 2008 1.2 Tenant: Hailoo LLC 1.3 Tenant's Address: 1 62 Gnarled Hollow Road East Setauket, New York 1 1 733 Contact: Ms. Dwan Hailoo and Mr. Charles Salvia Telephone: (818) 693-9711 1.4 Landlord: 744 Elroy Urban Renewal Investors LLC 1.5 Landlord's Address: c/o CRG Management, LLC 1330 Avenue of the Americas 23,d Floor New York, New York 10019 Attn.: Arthur R. Stem 1.6 Premises: A portion of the third (3rd) floor known as Suite 301 (the "Premises" or "Demised Premises") in the office building located at 744 Broad Street, Newark, New Jersey (the "Building"). The Building and the land upon which it is situated (the “Land”) are herein sometimes collectively called the "Project". 1 .7 Lease Term: The period commencing on the Commencement Date (as hereinafter defined) and expiring on the last day of the sixtieth (60th) consecutive month from the Commencement Date (the “Expiration Date”). The “Commencement Date” shall be the earlier of: (a) the date of Substantial Completion (as defined in Exhibit “E” hereinafter) of Tenant Improvements (as defined in Exhibit “E” hereinafter), as specified in a notice to Tenant (which notice shall not be subject to the requirements of Section 28 ofthe Lease) setting forth the date Tenant Improvements were or will be Substantially Complete, subject to the provisions of Exhibit “E”, or (b) the date on which Tenant enters, uses or occupies any portion of the Premises. If the Commencement Date is a date other than the first day of a month, the Lease Term shall consist of said number of months in addition to the remainder ofthe month in which the Commencement Date occurs. FILED: SUFFOLK COUNTY CLERK 05/30/2024 07:25 AM INDEX NO. 613234/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/30/2024 1.8 Base Rent: Commencement Date through $42, 1 60.00 per annum Lease Year Five $ 3,513.33 per month 1.9 Security Deposit: $7,026.66 1.10 Tenant's Percentage: 0.38% (0.0038) [2,108 rentable square feet / 555,600 rentable square feet] 1.11 Permitted Use: Subject to the terms and conditions ofthis Lease, for the operation of a server room for Tenant’s web search engine and ancillary general and administrative offices in connection therewith. 1.12 Lease Year: If the Commencement Date is the first day of a month, the Lease Year shall be the period of twelve (12) months commencing on the Commencement Date and each successive twelve (12) month period commencing on the anniversaiy ofthe Commencement Date. Ifthe Commencement Date is a date other than the first day of a month, the Lease Year shall be the period of twelve (12) months commencing on first day ofthe first full month following the Commencement Date and each successive twelve (12) month period commencing on the anniversaiy of said date, however, the first Lease Year of the Lease Term shall also include the remaining days of the month in which the Commencement Date occurs. During any Lease Year within the Lease Term that is less than twelve (12) full months, any amount to be paid for such period shall be prorated, based on the actual number of months and the actual number of days of any partial month assuming each month to have thirty (30) days. 1.13 Anything in this Lease to the contrary notwithstanding, provided there is no Event of Default (hereinafter defined) under the terms, covenants and conditions of this Lease, Tenant shall have the right to use and occupy the Demised Premises free of Base Rent (but Tenant shall pay Additional Rent [hereinafter defined] and any direct charges during the aforesaid free Base Rent period), for a period beginning with the Commencement Date through and including twelve (12) months, after which period the Base Rent payments shall commence (the "Rent Commencement Date") in accordance with the terms of this Lease. 1.14 Supplementing Sections 1.7, 1.8, 1.13 and 2.2 hereinafter, in the event Landlord cannot deliver possession ofthe Premises to Tenant on or before the Commencement Date (except if caused by the acts or delays of Tenant), the dates set forth herein with respect to the Commencement Date, Rent Commencement Date and the Expiration Date shall be pushed back one (1) day for each day after the Commencement Date for which possession is not delivered to Tenant. 1.15 Intentionally Deleted. 2. Lease Grant. 2. 1 In consideration ofthe Rent (as hereinafter defined) to be paid and the other covenants and agreements to be performed by Tenant, Landlord does hereby lease, demise and let unto Tenant the Premises, shown on the floor plan attached hereto as Exhibit "A" and incorporated herein by reference, commencing on the Commencement Date and ending on the Expiration Date, unless sooner terminated as herein provided. Exhibit “A” sets forth the general layout ofthe Premises, but shall not be deemed a warranty, representation or agreement on the part of Landlord, that all or any part of the Premises is, will be, or will continue to be, configured as indicated thereon. FILED: SUFFOLK COUNTY CLERK 05/30/2024 07:25 AM INDEX NO. 613234/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/30/2024 2.2 Ifthis Lease is executed before the Premises become vacant, or otherwise available for occupancy, or if any tenant or occupant of the Premises holds over, and Landlord cannot acquire legal possession of the Premises prior to the Commencement Date, Landlord shall not be in default hereunder, and Tenant shall accept possession of the Premises when Landlord is able to tender the same, and such date shall be deemed to be the date Tenant shall have accepted the same as suitable for the purposes herein intended and to have acknowledged that the same comply with Landlord's obligations. 2.3 In the event Section 1 .7 herein does not set forth a date certain as the Commencement Date, then within ten (10) days after request by Landlord, Tenant shall give Landlord a document confirming the Commencement Date, certifying that Tenant has accepted delivery ofthe Premises and that the condition of the Premises complies with Landlord's obligations hereunder. Such document shall be in substantially the form attached hereto as Exhibit "B" and such signed document shall be incorporated by reference into this Lease. The failure of Tenant to timely execute said document shall not affect the Commencement Date. 2.4 Notwithstanding anything to the contraiy contained in this Lease, until Tenant has delivered to Landlord a certificate(s) of insurance evidencing strict compliance with all of the insurance procurement requirements required under Section 24 herein, Landlord shall have no obligation to deliver keys to the Premises and Tenant shall not be entitled to access to the Premises, commence any work to the Premises or otherwise occupy the Premises for any reason, regardless of whether or not the Lease Term and/or Tenant’s obligation to pay Rent (hereinafter defined) has commenced. 2.5 No vaults, vault space or area, whether or not enclosed or covered, not within the property line of the Building is leased hereunder, notwithstanding anything to the contrary contained in or indicated on any sketch, blueprint or floor plan, or anything contained elsewhere in this Lease. Landlord makes no representation as to the location ofthe property line ofthe Building. All vaults and vault space and all such areas not within the property line ofthe Building, if any, which Tenant may be permitted to use and/or occupy, is to be used and/or occupied under a revocable license, and if any such license be revoked, or if the amount of such space or area be diminished or required by any federal, state or municipal authority or public utility, Landlord shall not be subject to liability nor shall Tenant be entitled to any compensation or diminution or abatement of Rent, nor shall such relocation, diminution or requisition be deemed constructive or actual eviction. Any tax, fee or charge of municipal authorities for such vault or area shall be paid by Tenant. 2.6 Intentionally Deleted. 2.7 No easement for light, air or view is granted, given or implied herein. Any diminution or obstruction of light, air or view by any structure which may be erected on lands adjacent to the Project shall not affect this Lease or impose any liability on Landlord. Tenant shall not acquire any right or easement for the use of any door or passageway in any portion ofthe Building or the Project, except the easement of necessity for ingress and egress, if any, in the doors and passageway(s) directly connecting with the Premises. 2.8 Tenant acknowledges that it has inspected and examined the Premises and is thoroughly familiar and satisfied with the condition and value thereof; that no representations or warranties have been made to Tenant and that Landlord is unwilling to make any representations and has held out no inducements to Tenant, except as specifically set forth herein. Tenant accepts the Premises in "as is" condition, and Landlord shall not be required to perform any work at the Building or in the Premises in order to effectuate delivery of possession of the Premises to Tenant, except that Landlord shall perform Landlord's Work (as defined in Exhibit "E"), if any. FILED: SUFFOLK COUNTY CLERK 05/30/2024 07:25 AM INDEX NO. 613234/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/30/2024 3. Rent / Security Deposit. 3.1 Tenant agrees to pay to Landlord, in advance on or before the first day ofeach month, the Base Rent, subject to any adjustment as provided in this Lease, without deduction or set off, for each month of the entire Lease Term. the Security Deposit! VA required under Section 1 .9 ($7,026.66) shall be due and payable by Tenant to Landlord upon execution ofthis Lease and the monthly installments of Base Rent shall be due and payable without demand on or before the first day of each calendar month thereafter during the Lease Term. Base Rent-for any period of less than a full month shall be prorated, based on one-thirtieth (1/30) of the current Base Rent for each day of the partial month this Lease is in effect. All sums other than Base Rent payable by Tenant hereunder shall constitute “Additional Rent” (as further defined in Section 4(A)(i)). Base Rent and Additional Rent shall be collectively referred to in this Lease as “Rent”. 3.2 Intentionally deleted. 3.3 If any installment ofRent (or any portion thereof) owed by Tenant to Landlord under this Lease is not received within ten ( 1 0) days after the due date thereof, without implying Landlord's consent to such late payment, Tenant, to the extent permitted by law, shall pay, in addition to said installment ofRent, a late payment charge equal to two percent (2%) per month of such installment of the Rent. Said late payment charge shall constitute liquidated damages and shall be for the purpose ofreimbursing Landlord for additional costs and expenses which Landlord expects to incur in connection with the handling and processing of late installment payments of Rent owed by Tenant to Landlord hereunder. If there is such a late payment by Tenant, the damages resulting to Landlord will be difficult to ascertain precisely, and the foregoing late charge constitutes a reasonable and good faith estimate by the parties of the extent of such damages and does not constitute interest. Notwithstanding the foregoing, such late charges shall not apply to any sums that may have been advanced by Landlord to or for the benefit of Tenant pursuant to this Lease. 3 .4 The Security Deposit, ifany, shall be held by Landlord as security for the performance by Tenant of Tenant's covenants and obligations under this Lease. Such Security Deposit shall not be considered an advance payment ofRent or a measure of Landlord's damages in a default by Tenant. Upon any Event of Default (as hereinafter defined) by Tenant, Landlord may (but shall not be obligated to), without prejudice to any other remedy and without any further notice to Tenant, use the Security Deposit to the extent necessaiy to fund any arrearage of Rent and any other damage, injury, expense or liability caused to Landlord by such Event of Default. Following such application of the Security Deposit, Tenant shall pay to Landlord, within five (5) days of Landlord’s written demand, the amount so applied to restore the Security Deposit to its original amount (failure to restore such Security Deposit shall be a further Event of Default). If there is not then an Event of Default, any remaining balance of the Security Deposit shall be returned by Landlord to Tenant upon termination ofthis Lease. IfLandlord transfers its interest in the Premises during the Lease Term, Landlord may assign the Security Deposit to the transferee and, provided the transferee acknowledges receipt of same, thereafter shall have no further liability for the return of the Security Deposit. 3.5 All Rent due hereunder that is not received following the expiration of any notice and cure period required under this Lease, or as otherwise set forth in this Lease, shall bear interest from the due date until paid in full at a rate equal to the lesser of: (a) eighteen percent (1 8%) per annum or (b) the maximum legal rate allowable by law (the "Default Rate"). If more than the maximum legal rate of interest should ever be collected with regard to any sum due hereunder, said excess amount shall be credited against future payments) of Rent due and accruing thereafter. If no such further Rent accrues hereunder, said excess sums shall be promptly refunded by Landlord to Tenant upon demand by Tenant. FILED: SUFFOLK COUNTY CLERK 05/30/2024 07:25 AM INDEX NO. 613234/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/30/2024 £ 41/ ?-• Is MIMilMMMENENGrWHisnmNMA' f ft IUMYMbrAGn4 FILED: SUFFOLK COUNTY CLERK 05/30/2024 07:25 AM INDEX NO. 613234/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/30/2024 3.6 No payment by Tenant or receipt by Landlord of a lesser amount than the correct Rent shall be deemed to be other than a payment on account, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction. Landlord may accept such check of payment without prejudice to Landlord's right to recover the balance or to pursue any other remedy. If any check delivered to Landlord by Tenant in payment of Rent is not honored by the financial institution upon which such check was drawn and is returned to Landlord for any reason whatsoever, Landlord may impose, as Additional Rent, a returned check service charge of $75.00 each time a check is not honored and returned to Landlord. Such returned check service-charge shall be in addition to and not in lieu ofany late payment charge assessed pursuant the Section 3.3 above. If any two (2) checks delivered to Landlord by Tenant during a Lease Year in payment of Rent are not honored by the financial institution upon which such checks were drawn are returned to Landlord for any reason whatsoever, Landlord may require, upon written notice to Tenant, that any and all subsequent payments of Rent be made by either cash, money order or cashier's check for the balance of the Lease Term. 3.7 Any late charge and/or interest assessed pursuant to Section 3.3 and Section 3.5, respectively, ifnot previously paid, shall be added to and become part ofthe next succeeding payment ofRent to be made hereunder and shall be deemed to constitute Additional Rent. 3.8 If Rent or any portion thereof shall be or become uncollectible by virtue of any law, governmental order or regulation, or direction of any public officer or body, Tenant shall enter into such agreement or agreements and take such other action (without additional expense to Tenant) as Landlord may request, as may be legally permissible, to permit Landlord to collect the maximum Rent from time to time during the continuance of such legal rent restriction as may be legally permissible, but not in excess of the amounts of Rent payable under this Lease. Upon the termination of such legal rent restriction, (a) the Base Rent and Additional Rent, after such termination, shall become payable under this Lease in the amounts set forth in this Lease for the period following such termination; and (b) Tenant shall pay to Landlord, if legally permissible, an amount equal to (i) the Rent which would have been paid pursuant to this Lease, but for such rent restriction, less (ii) the Rent paid by Tenant to Landlord during the period that such rent restriction was in effect. 4. Additional Rent. A. The terms defined below shall for die purposes ofthis Lease have the meanings herein specified: (i) "Additional Rent": All payments payable under this Lease (however denominated) by the Tenant to the Landlord other than Base Rent (including, but not limited to, amounts due under this Section 4 and Section 52 ofthis Lease). The failure to pay any Additional Rent shall give rise to the same right and remedies reserved to the Landlord under this Lease, at law or in equity as if such nonpayment were of Base Rent reserved hereunder. (ii) "Taxes": All real estate taxes, sewer rents, water frontage charges, and assessments, special or otherwise (including but not limited to any improvement district charges or business improvement district fees), payable to the City of Newark, New Jersey or any other taxing authority with respect to the Project, and all taxes payable with respect to the rentals payable hereunder other than general income and gross receipts taxes (except that general income and gross receipts taxes shall be included if covered by the provisions of the following sentence). Taxes shall also include any taxes, charges or assessments payable to any taxing authority in whole or in part in lieu of the present method of real estate taxation, provided such substitute taxes, charges and assessments are computed as ifthe Building were the sole property of the Landlord subject to said substitute tax, charge or assessment. With respect to any Comparison FILED: SUFFOLK COUNTY CLERK 05/30/2024 07:25 AM INDEX NO. 613234/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/30/2024 Year (hereinafter defined), all expenses, including reasonable legal fees, experts' and other witnesses' fees, incurred in contesting the validity or amount of any Taxes or in obtaining a refund of Taxes or in attempting to prevent an increase in Taxes, may be considered as part ofthe Taxes for such Tax Year. Tenant shall not have the right to bring tax certiorari proceedings or other proceedings contesting the amount or validity of any Taxes. (iii) "Base Tax Year" : The calendar year commencing January 1 , 2008 and ending December 3 1 , 2008. (iv) "Base Taxes": The Taxes actually paid with respect to the Base Tax Year. (v) "Tax Year" : Each twelve ( 1 2) month period commencing January 1 st during the Lease Term. (vi) "Tenant's Percentage”: As defined in Section 1.10. (vii) - (xii) Intentionally deleted. (xiii)"Comparison Year" shall mean, with respect to Taxes, any Tax Year subsequent to the Base Tax Year, for any part or all of which there is Additional Rent payable in addition to the Base Rent provided for hereunder. (xiv) The term "Landlord's Statement" shall mean an instrument or instruments prepared by Landlord comparing Taxes for the Base Tax Year with Taxes for the Comparison Year in question, and setting forth the Additional Rent due from Tenant for such Comparison Year pursuant to the provisions of this Section 4. B. (i) If Taxes payable for any Comparison Year shall exceed the Base Taxes, Tenant shall pay as Additional Rent for such Comparison Year, an amount equal to Tenant's Percentage ofthe amount of such excess. If the amount of Taxes payable during the Base Tax Year is reduced by final determination of legal proceedings, settlement or otherwise, the reduced amount of such Base Taxes shall thereafter be used to determine the amount ofthe increase in the Additional Rent pursuant to this Section 4. In addition, the Additional Rent theretofore paid or payable under this Section 4 shall be recomputed on the basis of such reduction and the Tenant shall pay to Landlord as Additional Rent within twenty (20) days after being billed therefore, any deficiency between the amount of the increase in the Additional Rent theretofore computed and the amount thereof due as a result of such recomputation. (ii) Provided that Tenant is not then in monetaiy default or material nonmonetary default of any terms, conditions or covenants ofthis Lease, that Tenant is not in stipulation ofsettlement with Landlord, that Tenant is not operating under a rental reduction from Landlord and further provided that Tenant has paid its Tenant’s Percentage of the increase in Taxes for which a refund has been awarded to Landlord, if Landlord shall receive a refund of Taxes for any Comparison Year with respect to which Tenant paid Additional Rent by reason of an increase in Taxes, Landlord shall set forth in the first Landlord's Statement thereafter submitted to Tenant the amount of such refund and the amount of the legal fees and other expenses incurred in connection with the collection ofthe refund, Tenant shall receive a credit against the installment or installments of Additional Rent allocable to Taxes next falling due equal to Tenant's Percentage ofthe amount by which the refund exceeds said fees and expenses, but in no event shall the credit exceed the amount of Additional Rent paid by Tenant in respect to Taxes for said Comparison Year. FILED: SUFFOLK COUNTY CLERK 05/30/2024 07:25 AM INDEX NO. 613234/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/30/2024 0 c. Cost of Living Adjustments: The Base Rent reserved in this Lease and payable hereunder shall be adjusted, as of the times and in the manner set forth in this Section. (1) Definitions: For the purposes of this Section the following definitions shall apply: (i) The term "Base Month" shall mean the full calendar month of June 2008. (ii) The term "Price Index" shall mean the “Consumer Price Index” published by the Bureau of Labor Statistics ofthe U.S. Department of Labor, All Items, Northeast Region, all urban consumers (presently denominated "CPI-U"), or a successor or substitute index appropriately adjusted. (iii) The term "Price Index for the Base Month" shall mean the All Items Price Index for the Base Month. (2) Effective as of each anniversary of the Base Month (“Comparison Month”), there shall be made a cost of living adjustment (increase, but not decrease) of the annual rent payable hereunder. The annual adjustment shall be based on one hundred percent (100%) ofthe percentage difference between the Price Index for the Base Month, and the Price Index for the Comparison Month. (i) In no event shall the annual rent be decreased based on the difference between the Price Index for the Base Month, and the Price Index for the Comparison Month. (ii) In the event the Price Index for any Comparison Month during the term of this Lease reflects an increase over the Price Index for the Base Month, then the annual rent herein provided to be paid as ofthe Comparison Month shall be adjusted upwards, i.e. Base Rent originally provided to be paid for this Lease (unchanged by any adjustments under this Section) shall be multiplied by one hundred percent (1 00%) ofthe percentage difference between the Price Index for the Comparison Month and the Price Index for the Base Month, and the resulting sum shall be added to such annual rent, effective as of such Comparison Month. Said adjusted annual rent shall thereafter be payable hereunder, in equal monthly installments, until it is readjusted pursuant to the terms of this Lease. The following illustrates the intentions of the parties hereto as to the computation of the aforementioned cost of living adjustment in the annual rent payable hereunder: Assuming that said annual Base Rent is $ 1 0,000, that the Price Index for the Base Month was 1 02.0 and that the Price Index for the Comparison Month was 1 05.0, then the percentage increase thus reflected, i.e., 2.941% (3.0/102.0), would be multiplied by one hundred percent (100%) and then by $10,000, and said annual Base Rent would be increased by $294.10 which would be divided by 12. Such resulting dividend of $24.51 would be added to the monthly installment of Base Rent provided to be paid under this Lease, effective as ofthe Comparison Month, until such time that a new adjustment is provided to be made pursuant to the terms of this Section. In the event that the Price Index ceases to use 1982/84=100 as the basis of calculation, or if a substantial change is made in terms or number of items contained in the Price Index, then the Price Index shall be adjusted to die figure that would have been arrived at had the manner of computing the Price in effect at the date of this Lease not been altered. In the event such Price Index (or a successor or substitute index) is not available, a reliable governmental or other non-partisan publication evaluating the information heretofore used in determining the Price Index shall be used provided same is reasonable. FILED: SUFFOLK COUNTY CLERK 05/30/2024 07:25 AM INDEX NO. 613234/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/30/2024 No adjustments or recomputations, retroactive or otherwise, shall be made due to any revision which may later be made in the first published figure of the Price Index for any month. (3) Landlord will cause statements of the cost of living adjustments (the “Operating Statement”) provided in Section 4C(2) above to be prepared in reasonable detail and delivered to Tenant. (4) Any delay or failure of Landlord in computing or billing for the rent adjustments hereinabove provided, shall not constitute a waiver of or in any way impair the continuing obligation of Tenant to pay such rent adjustments hereunder. Notwithstanding any expiration or termination of this Lease prior to the Expiration Date (except in the case of a cancellation by mutual agreement) Tenant's obligation to pay Base Rent as adjusted under this Section shall continue and shall cover all periods up to the Expiration Date, and shall survive any expiration or termination of this Lease. D. (i) At any time during or after any Comparison Year, Landlord may render to Tenant a Landlord's Statement(s) showing a comparison of the Taxes payable for the Comparison Year with the Base Taxes and the amount payable as Additional Rent resulting from each of such comparisons. Landlord's failure to render a Landlord's Statement during or with respect to any Comparison Year shall not eliminate or reduce Tenant's obligation to pay Additional Rent pursuant to this Section 4 for such Comparison Year, nor prejudice Landlord's right to render a Landlord's Statement during or with respect to any subsequent Comparison Year. (ii) With respect to a Landlord's Statement showing Additional Rent due as a result of increased Taxes in a Comparison Year over Base Taxes, Tenant shall pay to Landlord the full amount of such increase within twenty (20) days after the rendition of such Landlord's Statement. (iii) Notwithstanding Section 4(D)(i) and Section 4(D)(ii) above, Landlord may require, in its sole discretion, the payment of any increases in Taxes in a Comparison Year over Base Taxes to be estimated, in advance, and be due and payable as Additional Rent by Tenant in equal monthly installments, in advance on the first day of each month during such Comparison Year. In connection therewith, Landlord shall make a good faith estimate of the Additional Rent to be due by Tenant or, alternatively, may continue to bill Tenant based upon the monthly payments made by Tenant in the previous Comparison Year. From time to time during such Comparison Year, Landlord may re-estimate the Additional Rent to be due by Tenant for that Comparison Year and deliver a copy of the re-estimate to Tenant. Thereafter, the monthly installments of Additional Rent payable by Tenant shall be appropriately adjusted in accordance with the estimations so that, by the end of such Comparison Year in question, Tenant shall have paid all ofthe Additional Rent as estimated by Landlord. Following the end of such Comparison Year and issuance by Landlord of a Landlord’s Statement for such Comparison Year, Tenant shall, within fifteen (15) days thereafter, pay to Landlord an amount equal to the amount of any underpayment of Tenant's Percentage of Taxes for such Comparison Year and, in the event of an overpayment, Landlord will credit Tenant the amount ofTenant’s overpayment against subsequent payments of Taxes under this Section. E. The expiration or termination ofthis Lease during any Comparison Year for any part or all of which there is Additional Rent payable by Tenant under this Section 4 shall not affect the rights or obligations ofthe parties hereto respecting such Additional Rent and any Landlord's Statement relating to such increase may, on a pro rata basis, be sent to Tenant subsequent to, and all such rights and obligations shall survive, and be prorated as of, any such expiration or termination. Any payments due under such Landlord's Statement shall be payable within twenty (20) days after such statement is sent to Tenant. 11 FILED: SUFFOLK COUNTY CLERK 05/30/2024 07:25 AM INDEX NO. 613234/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/30/2024 I 1 F. Within thirty (30) days of its receipt of the Landlord’s Statement, Tenant at its sole cost and expense shall have the right to review (or have its accountant review) in Landlord’s offices and during Landlord’s normal business hours the items in support ofthe calculations within the Landlord’s Statement. If within such thirty (30) day period, Tenant does not give written notice stating in detail reasonable objections to such calculations, Tenant shall be deemed to have given approval of such calculations. Failure to pay such Additional Rent, when due, whether or not under protest, within said thirty (30) day period, shall constitute an Event of Default hereunder. G. Any Landlord Statement given by Landlord pursuant to this Section 4 shall be binding upon Tenant unless, within thirty (30) days after its receipt of such notice, Tenant notifies Landlord of its disagreement therewith, specifying the portion thereof with which Tenant disagrees. Pending resolution of such dispute, Tenant shall, without prejudice to its rights, pay all amounts determined by Landlord to be due, subject to prompt refund by Landlord (without interest) upon any contrary determination. Ó 5. Landlord's Obligations. 5.1 Subject to the limitations hereinafter set forth, Landlord shall furnish Tenant while occupying the Premises and while Tenant is not in default under this Lease, facilities to provide (a) water at those points of supply provided for general use oftenants ofthe Building; (b) heat in season from 8:00 a.m. to 6:00 p.m. Monday through Friday, except for holidays ("Regular Business Hours"), at temperatures and amounts reasonably considered by Landlord to be standard, such service at night and on Saturday afternoons, Sundays and holidays to be furnished only at the written request of Tenant; and (c) elevators for ingress and egress to the floor on which the Premises are located, in common with other tenants, provided that Landlord may limit the number of elevators to be in operation at times other than during Regular Business Hours for the Building and on holidays. IfTenant desires services specified in this Section 5. 1 at any time other than during Regular Business Hours, such service shall be supplied to Tenant only at the request of Tenant delivered to Landlord before 3 :00 p.m. on the date which is two (2) business days preceding such extra usage. Tenant shall pay to Landlord, as Additional Rent, the Landlord’s customary charges for such service upon receipt of a bill thereafter. Subject to the terms and conditions ofthe Lease, emergency and force majeure, Tenant shall have access to the Premises twenty-four (24) hours a day, seven (7) days a week. 5.2 Landlord agrees to maintain the public and common areas (the "Common Facilities" or "Common Areas") of the Building, such as lobbies, stairs, corridors and rest rooms and other areas designated for public use, as constituted from time to time, in reasonably good order and condition, except for damage caused by Tenant, or its employees, agents or invitees. Subject to Landlord's rights under this Lease and the rules and regulations set forth in Exhibit “C”, Tenant, its principals, employees and customers (for purposes of this Section 5.2, collectively the "Tenant") shall have the non-exclusive right to use the Common Areas, in common with Landlord, other tenants of the Building and other persons entitled to use the same. Tenant shall not interfere with the rights of other persons to use the Common Areas. Landlord may temporarily close parts of the Common Areas for such periods of time as may be necessary for (i) temporary use as a work area in connection with the construction of improvements within the Building or contiguous property, (ii) repairs or alterations in or to the Common Areas or to any utility type facilities, (iii) preventing the public from obtaining prescriptive rights in or to the Common Areas, (iv) security reasons, or (v) doing and performing such other acts as in the use of reasonable business judgment Landlord shall determine to be appropriate for the Building; provided, however, that Landlord shall use reasonable efforts not to unduly interfere with or disrupt Tenant’s business (but in no event shall Landlord be required to incur overtime charges). In addition, Landlord may at any time remodel or alter the Building, or change the location of any entrance thereto, sidewalks, passageways or any other portion thereof not occupied by Tenant (including the Common Areas), and the same shall not constitute a constructive, actual, total or partial eviction. In connection therewith, Landlord shall use reasonable efforts not to unduly interfere with or disrupt Tenant’s 12 FILED: SUFFOLK COUNTY CLERK 05/30/2024 07:25 AM INDEX NO. 613234/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/30/2024 business (but in no event shall Landlord be required to incur overtime charges). 5.3 Intentionally Deleted. 5.4 Failure to any extent to make available, or any slow-down, stoppage or interruption of the services set forth in Section 5.1 or Section 5.5 hereinafter resulting from any cause (including, but not limited to, Landlord's compliance with [a] any voluntary or similar governmental or business guideline now or hereafter published or [b] any requirements now or hereafter established by any governmental agency, board or bureau having jurisdiction over the operation and maintenance ofthe Building) shall not renderLandlord liable for damages to person, property, or business, nor be construed as an eviction of Tenant or work an abatement of Rent, nor relieve Tenant from fulfillment of any covenant or agreement hereof. If any equipment or machinery furnished by Landlord breaks down or for any cause cease to function properly, Landlord shall use reasonable diligence to repair same promptly, but Tenant shall have no claim for abatement ofRent or damages for any interruptions in service occasioned thereby or resulting therefrom. 5.5 Tenant shall take good care of and keep the Premises clean. 5.6 Landlord reserves the right to stop the service of the heating, air conditioning, ventilating, elevator, plumbing, electrical, communications or other mechanical systems or facilities in the Building when necessary by reason of accident or emergency, or for repairs, alterations, replacements or improvements, which, in the judgment of Landlord are desirable or necessary, until said repairs, alterations, replacements or improvements shall have been completed. The exercise of such right by Landlord shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution ofRent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or its agents by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant’s business, or otherwise. Landlord shall employ reasonable diligence in attempting to restore the operation of any such systems or facilities without any obligation, however, to employ labor at overtime or other premium pay rates. 5.7 If an excavation shall be made upon land adjacent to the Project, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation license to enter the Premises for the purpose of doing such work as said person shall deem necessary to preserve the wall or the Building from injury or damage and to support the same by proper foundation without any claim for damages or indemnity against Landlord, or diminution or abatement of Rent. In connection therewith, Landlord shall use reasonable efforts not to unduly interfere with or disrupt Tenant’s business (but in no event shall Landlord be required to incur overtime charges). 5.8 Tenant shall replace, at its sole cost and expense, any glass damaged or broken from any cause whatsoever in and about the Premises. Landlord, at its option, may replace such damaged or broken glass at Tenant’s sole cost and expense and bills therefor shall be due from and payable by Tenant, and the amount thereof shall be deemed to be, and paid as, Additional Rent. 6. HVAC. Tenant shall be responsible for supplying air-conditioning to the Premises. Tenant, at its sole cost and expense, shall maintain and repair any ventilation, heating and air-conditioning unit(s)/system(s) in the Demised Premises (other than die base building heating system, unless same is required as a result of Tenant's acts or negligence), as to keep same in working order throughout the Lease Term. Further, Tenant shall procure, in a prompt and diligent manner at its sole cost and expense, a service contract for any unit/system installed in the Premises by Tenant or Landlord, and supply a copy of same to Landlord and its managing agent. Notwithstanding anything to the contraiy contained in this Lease, Tenant shall not be responsible for the maintenance or repair of the base building heating system, unless same is required as a 13 FILED: SUFFOLK COUNTY CLERK 05/30/2024 07:25 AM INDEX NO. 613234/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/30/2024 result ofthe acts or negligence of Tenant or its employees, contractors, agents or invitees. In addition, Tenant acknowledges and agrees that all unit(s)/system(s) within the Premises (whether now existing or hereinafter installed by either party) are the property of Landlord, and shall remain at the Demised Premises upon the expiration or earlier termination of this Lease, provided that Landlord, at its option, may by notice to Tenant, require Tenant to remove such unit(s)/system(s), at Tenant's cost, and repair any damage caused by such removal, normal wear and tear excepted. 7. Permitted Use / Prohibitions. Tenant shall use the Premises only for the Permitted Use. Tenant will not occupy or use the Premises, or permit any portion of the Premises to be occupied or used, for any business or purpose other than the Permitted Use, in violation of any term or provision ofthis Lease or for any use or purpose which is unlawful in part or in whole or deemed to be disreputable in any manner, nor permit anything to be done which will in any way increase the rate of insurance on the Building. Tenant will conduct its business and co