Exhibit 10.1
SURRENDER AGREEMENT
WHEREAS, Sage Realty Corp., is the agent for the landlord of the premises
known as ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and represents
as agent it has been authorized to enter into the within Surrender Agreement
(the Agreement), and
WHEREAS, BrandPartners Group, Inc., is the Tenant of ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, the
Entire ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("subject premises") under an
indenture of its lease dated December 1, 1999.
WHERAS, the Tenant wishes to voluntarily surrender its lease and
possession of subject premises to the Landlord; and
WHEREAS, the Landlord agrees to accept the Tenant's surrender of the
subject premises pursuant to the following terms and conditions;
WHEREAS, the Landlord and Tenant have been represented by their respective
attorneys and or advisors in connection with the Surrender Agreement.
NOW THEREFORE IT IS HEREBY STIPULATED AND AGREED, by and between the
Landlord and Tenant as follows:
1. Tenant agrees to voluntarily vacate and surrender possession of
the subject premises on January 16, 2004. Landlord and Tenant acknowledge
that the subject premises has been inspected by Landlord or its agent and
has been determined to be in satisfactory condition as of the date hereof.
Tenant will leave all furnishings in the subject premises and shall
transfer title thereto to the Landlord. Tenant will, within thirty (30)
days of execution of this Agreement, return to the subject premises the
Telrad Avanti phone system that was previously in the subject premises.
2. Tenant shall deliver the keys to the subject premises to Landlord
or Landlord's counsel on the surrender date of January 16, 2004. Said
delivery shall be deemed sufficient evidence of Tenant's voluntary
surrender in accordance with the terms of this Agreement.
3. Landlord agrees to accept the surrender of the December 1, 1999
lease agreement between the parties without penalty provided the Tenant
fully complies with the terms of this Agreement.
4. Tenant agrees to pay the following sums in full settlement of
Tenant's obligation under its lease dated December 1, 1999.
a) $500,000.00 upon execution of this Agreement pursuant to
the provisions of Paragraph 5 below.
b) $100,000.00 on or before March 1, 2004.
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c) $100,000.00 on or before September 1, 2004
d) $100,000.00 on or before March 1, 2005.
e) Additionally, in accordance with the provisions of
Paragraph 5 below Tenant shall tender 500,000 shares of restricted
common stock in BrandPartners Group with cost free piggyback
registration rights to ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Leasehold LLC. Provided the
Tenant has fully complied with the terms of this Agreement
(including curing any default within the prescribed cure period) and
in the event that said stock maintains a price of $3.00 or more for
any five (5) consecutive trading days prior to March 1, 2005,
Landlord agrees to waive the $100,000.00 payment required to be made
by Tenant on March 1, 2005 pursuant to Paragraph 4(d) herein.
5. The payments made under Paragraph 4 (a) shall be made by wire transfer
pursuant to written instructions provided by attorneys for Sage Realty Corp. as
agent for Landlord. The Tenant will provide a letter of instruction to its
transfer agent regarding the issuance of the shares pursuant to paragraph 4 (e)
and shall instruct its transfer agent to deliver within ten (10) days of the
execution of this Agreement the shares to the offices of attorneys for Sage
Realty Corp. Payments made under paragraphs 4(b) through 4(d) shall be made by
wire transfer per the original instructions provided unless contrary written
notification is given to attorneys for Tenant in advance of payment or the due
date for the payment obligation, whichever is sooner.
6. In the event of a default by the Tenant in the performance required
under the terms of this Agreement and such default shall continue after ten (10)
days written notice to Tenant's counsel by facsimile and certified mail return
receipt requested Tenant consents to the entry of a final judgment in the sum of
$2,300,000 (based upon the payments as outlined in Section 4 of this Agreement
and value of common stock as issued per this Agreement assuming a fair market
value of $3.00 per share), crediting all amounts heretofore paid by Tenant under
the within Surrender Agreement and the market value of the common stock as
issued as of the date of default. Credit for the value of common stock to be
determined based upon the closing price of the common stock as reported by
Bloomberg, multiplied by the shares issued under this Agreement (i.e. In the
event the closing price of the common stock as reported was $1.00 at the time of
a default and cash payments of $600,000 had been tendered at time of default,
the final judgment amount would be calculated as follows: ($2,300,000-$600,000
(cash payments)- $500,000 (FMV of stock)=$1,200,000.)
7. Tenant warrants and represents that it has no knowledge of any other
persons in possession of the premises or entitled to possession of the premises
herein except ▇▇▇▇▇ ▇▇▇▇▇ and BG Media.
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8. Tenant's timely surrender of the subject premises in compliance with
the terms of this Agreement is a significant consideration for the Landlord
having entered into this Agreement.
9. This Agreement shall be binding upon the inure to the benefit of the
Tenant and Petitioner and their respective heirs, successors, administrators,
executors, representatives, assigns or agents.
10. No modification or waiver of the terms of this Agreement shall be
effective unless it shall be in writing and executed by the parties to be
charged with the same formalities of this Agreement.
11. This Agreement constitutes the entire agreement between the parties
and any and all prior statements, understandings, or memoranda of any kind shall
be merged into the terms of this Agreement.
12. This Agreement may be executed in counterparts and by facsimile.
Dated: New York, New York
January 19, 2004
SAGE REALTY CORP. BRANDPARTNERS GROUP, INC.
As Agent for Landlord
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Executive Vice President Chief Executive Officer
Witnessed Witnessed
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇ & BRUH, LLP ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ 10036 ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
(fax) ▇▇▇-▇▇▇-▇▇▇▇ (fax) ▇▇▇-▇▇▇-▇▇▇▇
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