EXHIBIT 2.5
SUB-LEASE
(Columbia)
AGREEMENT of Lease ("Sub-Lease") made this 27th day of May 2004, by
and between Manchester Technologies, Inc., as Landlord, with offices at ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and ePlus Technology, Inc., as Tenant, with
offices at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
W I T N E S S E T H:
WHEREAS, Landlord is the "Lessee" for the Premises, including the land and
all buildings, structures and other improvements located at ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ("Premises") pursuant to an Agreement of Lease
dated May 1, 2003. ("Master Lease") with FSP Gateway Crossing Limited
Partnership, as the "Lessor" and Manchester Technologies, Inc., as the Lessee.
Landlord does hereby let unto the Tenant, and the Tenant has hired from
the Landlord, the Premises for a term commencing on June 1, 2004 and to expire
on the 30th day of November 2004, to be used only in accordance with the uses
permitted under the Master Lease.
1. The Tenant shall pay the following:
a) The base monthly rent shall be in the amount set forth in the Master
Lease.
b) Any and all sums which may be due and owing by Landlord as Lessee as
additional rent pursuant to the Master Lease.
c) To the extent not provided by Lessor and chargeable by Lessor to
Landlord as Lessee under the Master Lease, a proportionate amount of all other
sums with respect to the maintenance and use of the premises, hereinafter Common
Area Maintenance or "CAM". "CAM" shall mean the total
{ 1 }
costs and expenses incurred in operating, equipping, maintaining, insuring,
replacing, repairing and policing the common area of the Premises, including
without limitation the cost of all materials, supplies and services purchased or
hired therefor; the cost and expenses of landscaping, gardening ad planting,
cleaning, painting (including line painting), decorating, security, paving,
lighting, sanitary control, and removal of snow and ice, trash, garbage and
other refuse; heating, ventilating and air conditioning of the enclosed portions
of the common areas; fire protection; water and sewerage charges, electricity
and other utilities, and all hookup, connection, availability and standby fees
pertaining to utilities serving the common areas; professional fees; operation
of loudspeakers and any other equipment supplying music to the common areas or
any parts thereof; installing and renting of signs; maintenance, repair and
replacement of utility systems serving the common areas, including water,
sanitary, sewer and storm water lines and other utility lines, pipes and
conduits and replacement of structural and non-structural portions of the
Premises including without limitation the roof and the facades; the cost of
personnel (including without limitation applicable payroll taxes, worker's
compensation insurance, disability insurance and fringe benefits) to implement
all of the foregoing, including the policing of the common areas and the
directing of traffic and parking of automobiles on the parking areas thereof;
administrative costs attributable to the common areas; Landlord may cause any or
all of said services to be provided by an independent contractor or contractors
without reducing Tenant's obligations to pay a portion of CAM as elsewhere
provided in this Lease.
For so long as this sublease shall be in full force and effect, Landlord
grants to Tenant a non-exclusive revocable license to use the common areas of
the Premises as granted by Lessor pursuant to the Master Lease, to be used in
common by and with other Tenants or such others to whom Lessor may grant access,
expressly reserving to Landlord, without limitation, the exclusive rights to
change the
{ 2 }
area, level, location and arrangement of the parking areas and other facilities
forming a part of said common areas; to restrict parking by Tenant and its
employees, agents, subtenants, concessionaires and licensees to certain areas;
to close temporarily all or any portion of the common areas for the purpose of
making repairs or changes thereto and to discourage non-customer and
non-employee parking; to reasonably establish, modify and enforce rules and
regulations with respect to the common areas and the use to be made thereof.
Landlord further reserves the right to make changes, additions, subtractions,
alterations, or improvements in or to all parking areas and other improvements
in the common areas. Landlord shall operate, manage, equip, light and maintain
the common areas in such manner as Landlord may from time to time determine, and
Landlord shall have the right and exclusive authority to employ and discharge
all personnel with respect thereto. Common areas shall be subject to such
reasonable rules and regulations as Landlord may adopt or amend from time to
time, and such rules and regulations may alter the size, location or arrangement
of such common areas or the type of facilities at any time, Landlord shall not
be subject to any liability therefor, nor shall Tenant be entitled to any
compensation or diminution or abatement of Rent therefor, nor shall such change
or diminution of such areas be deemed a constructive or actual eviction. Tenant
further hereby acknowledges, consents and agrees that any or all services,
facilities and access by the public to the Premises may also be suspended in
whole or in part (without entitling Tenant to any diminution or abatement of
rent) as aforesaid and during such temporary times as times as any of the if the
business establishments in the building or building complex of which the
Premises is a part are not open for business, on legal holidays, or such other
days as may be declared by local, state or federal authorities as days of
observance, or during any periods of actual or threatened civil commotion,
insurrection or other circumstances beyond Landlord's control. The rights of
Tenant, its agents, employees, and visitors to use the parking facilities shall
apply only while they are accessing the
{ 3 }
Premises for purposes consistent with Tenant's permitted use. Tenant agrees that
it and its employees will park their trucks, delivery vehicles and automobiles
only in such of the parking areas as Landlord from time to time designates for
that purpose.
d) For purposes hereof the Tenant's proportionate amount of additional
rents in paragraph 1(b) and expenses in paragraph 1(c) shall be 100% and such
sums shall be due and payable to Landlord as additional rent.
2. The Tenant agrees to perform and be bound by all of the terms, covenants and
conditions of the Master Lease with the same force and effect as though fully
set forth herein, and all of the terms of said Master Lease are made a part
hereof by reference with the same force and effect as though set forth herein.
3. A. In the event the Tenant shall default for a period of five (5) business
days in the payment of any sums required to be paid pursuant to Paragraph 1.
a)-c) inclusive, of this Sub- Lease, and in the event said default is not cured
within five (5) business days after notice of default has been given, the
Landlord shall have the right to recover possession of the Premises in a summary
proceeding for non-payment of rent.
B. In the event the Tenant shall default for a period of fifteen (15) days
in the performance of the non-monetary terms, covenants and conditions of the
aforementioned Master Lease, or Security Agreement, or of this Sub-Lease,
(namely other than a default as to payments required by Paragraph 1. a)-c)
inclusive), the Landlord may give the Tenant ten (10) days written notice of its
intention to end the term of this Sub-Lease, and upon, the expiration of said
ten (10) days, if said default continues to exist, or if reasonably diligent
steps to cure said default have not commenced the term under this Sub-Lease
shall expire, come to an end and terminate, as fully and completely as if that
were the date herein
{ 4 }
definitely fixed for the expiration of the term, and the Landlord may thereupon,
without further notice, re-enter the demised premises, and dispossess the Tenant
by summary proceedings or otherwise.
4. This Sub-Lease is subject to the terms of the Master Lease.
5. The Landlord and the Tenant, in any action or proceeding involving this
Sub-Lease or the Premises, do hereby waive the right to demand a jury trial.
6. Landlord herein shall not be required to comply with any covenants or
provisions required to be performed by the Lessor in the Master Lease, but same
shall only be complied with by the Lessor under the Master Lease. If requested,
the Landlord hereunder shall cooperate with the Tenant hereunder in the
enforcement of any obligations to be performed by the Lessor under the Master
Lease.
7. All notices, communications and demands under this Sub-Lease shall be made in
writing, signed by the Sender, and sent by either (i) certified or registered
mail, return receipt, or (ii) hand delivery to a principal of the party, or
(iii) by overnight mail delivery by Federal Express or other recognized carrier.
If given to the Landlord, then to it at the address hereinabove stated, with a
copy to ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇, Esqs., ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, and if to the Tenant, then to it at the address hereinabove stated, with
a copy to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq., ePlus, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇, in all cases. Either party may change its address for notice purposes by
sending a notice thereof in the manner herein provided. The Landlord and Tenant
herein specifically authorize their respective attorneys to prepare and forward
any and all notices pursuant to the within Paragraph. Notice shall be deemed
given three (3) business days after being sent by certified mail, one (1)
business day after being sent by overnight mail, or upon hand delivery.
8. Landlord covenants that so long as Tenant is not in default hereunder in the
payment of any rent or compliance with or the performance of any of the terms,
covenants or conditions of this Sub-Lease
{ 5 }
on Tenant's part to be complied with or performed, beyond applicable cure
periods, Tenant shall not be hindered or molested by Landlord in Tenant's
enjoyment of the Premises.
9. Landlord covenants and agrees to and with Tenant that Landlord will not enter
into any modification or amendment of the Master Lease without the approval in
writing of Tenant, it being understood and agreed that any such modification or
amendment shall be deemed null and void and shall have no effect on the Tenant's
rights under this Sub-Lease.
10. In the event the Lessor under Master Lease defaults in the performance of
the terms and conditions of the Master Lease to be performed by the Lessor under
the Master Lease, and should Landlord refuse to ▇▇▇ for the enforcement of the
rights as the Lessee under the Master Lease, then Tenant shall have the right to
▇▇▇ in Landlord's place and stead.
11. Landlord covenants and agrees that it will immediately deliver to Tenant any
notice, demand, or other communication it receives from Lessor under the Master
Lease.
12. Tenant does hereby agree to indemnify and save Landlord harmless of and from
all loss, cost, liability, damage and expense, including without limitation
reasonable counsel fees, arising from or connected with (a) its failure or
refusal to carry out any covenants and obligations hereunder and/or under the
Lease for which it is assuming, or (b) any claims made by Landlord or with
respect to the Premises.
13. Provided Tenant is not otherwise in default of this agreement or any other
agreement between Landlord and Tenant, Tenant shall have the right to holdover
month to month, except that Tenant shall give Landlord sixty (60) days prior
written notice of its intention. Anything to the contrary notwithstanding,
Landlord may give Tenant sixty (60) days written notice to end Tenant's holdover
rights hereunder, provided that Landlord has a firm potential replacement for
Tenant in which event Tenant shall have a right of first refusal to match any
proposed sublease or assignment. In the event of holdover,
{ 6 }
Tenant shall pay Landlord all rents in the same amounts as the Master Lease,
divided by 12 for each month Tenant holds over.
14. Tenant shall obtain, at Tenant's expense, and keep in effect furing the term
of this sublease, (a) commercial general liability insurance (including personal
injury and contractual liability) with a liability limit of no less than US
$5,000,000, and (b) workers' compensation, disability and unemployment insurance
sufficient to meet statutory requirements. Certificates of insurance evidencing
such coverage shall be furnished promptly upon the request of Landlord at any
time during the term of the sublease. Tenant understands and acknowledges that
Landlord shall not be required in any manner to insure Tenant's assets and
employees and Tenant shall obtain any and all such insurance as Tenant
reasonably deems necessary. Landlord and Lessor are both to be named as an
"Additional Insured" in all of the foregoing policies.
15. MISCELLANEOUS
15.1 It is the intent of Landlord and Tenant that the rents payable under
this sublease shall be absolutely equivalent to all sums chargeable to Landlord
so that during the term hereof and any period Tenant holds over Landlord shall
incur no cost or expense relating to the Premises that is not otherwise
chargeable to Tenant hereunder.
15.2 Tenant shall pay to Landlord, as additional rent, all attorneys' fees
and disbursements, court costs (if any) and expenses, paid or incurred by
Landlord in connection with (i) any action, proceeding or arbitration arising
out of Tenant's failure to pay any item of rent or to pay, observe or perform
any obligation, and (ii) any failure by Tenant to pay any item of rent or to
pay, observe or perform any obligation, irrespective of whether any formal legal
action or proceeding is ever instituted against Tenant arising out of such
failure.
{ 7 }
15.3 This sublease contains and embraces the entire agreement between the
parties hereto, and neither it nor any part of it may be changed, altered,
modified, limited, terminated, or extended orally or by any writing unless such
writing is signed by the party to be charged, or its legal representative,
successor or assignee. All negotiations, considerations, representations and
understandings between Landlord and Tenant are hereby merged into this lease. No
change, modification, discharge or abandonment of this lease shall be valid or
effective unless set forth in writing and signed by the party against whom
enforcement of the change, modification, discharge or abandonment is sought.
15.4 All sums payable by Tenant pursuant to this sublease, regardless of
the purpose, regardless of origination and regardless how characterized, shall
be deemed due and payable as additional rent and any default in payment thereof
shall constitute a default in the payment of rent. Tenant's obligation to pay
all rents shall survive any termination or cancellation of this lease with
respect to any item of rent due on any date or attributable to any period prior
to such termination or cancellation, even though not yet billed to Tenant.
15.5 Tenant may not record this sublease without Landlord's prior written
consent.
15.6 In addition to all other remedies available to Landlord under this
sublease or at law for Tenant's failure to pay, observe or perform any
obligation under this lease, Landlord may on 5 days notice to Tenant, or after
such greater time period as may be expressly granted in this sublease with
respect to a particular obligation, pay, observe or perform such obligation on
Tenant's behalf and expense. Whenever Landlord pays, observes or performs any
obligation on behalf of Tenant or in consequence of any default by Tenant,
whether such action by Landlord be pursuant to this Section 15.6 or pursuant to
any other provision of this lease which grants a more specific right of action
to Landlord, the cost thereof, plus twenty (20%) percent of such cost to cover
Landlord's time and administrative services (which amount Tenant acknowledges to
be fair and reasonable), shall be paid or reimbursed to Landlord within such
time period
{ 8 }
as may be expressly provided under such provision, and if no time period is
provided, then within 5 days after demand.
IN WITNESS WHEREOF, the parties have hereunto affixed their hands
and seals the day and year first above written.
In the Presence Of: Manchester Technologies, Inc.
BY:
----------------------------- --------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
ePlus Technology, Inc.
BY:
----------------------------- --------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
Senior Vice President
{ 9 }