For the fiscal year ended:
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December 31, 2010
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Commission File Number:
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000-24921
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POWER3 MEDICAL PRODUCTS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
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New York | 65-0565144 | |
(State or Other Jurisdiction
of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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26022 Budde Road
The Woodlands, Texas
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77380
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(Address of Principal Executive Offices)
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(Zip Code)
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(281) 298-7944 |
(Registrant’s Telephone Number, Including Area Code)
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Name of Each Exchange
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Title of Each Class
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On Which Registered
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None
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None
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Common Stock, $.001 par value per share
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(Title of Class)
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer (Do not check if a smaller reporting company) o
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Smaller reporting company x
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Page
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PART I
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Item 1.
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Business
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2 | |
Item 1A.
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Risk Factors
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19 | |
Item 2.
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Properties
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38 | |
Item 3.
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Legal Proceedings
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38 | |
Item 4.
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(Removed and Reserved)
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40 | |
PART II
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Item 5.
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Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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41 | |
Item 6.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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42 | |
Item 7.
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Financial Statements and Supplementary Data
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52 | |
Item 8.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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52 | |
Item 8A.
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Controls and Procedures
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53 | |
Item 8B.
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Other Information
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55 | |
PART III
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Item 9.
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Directors, Executive Officers and Corporate Governance
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57 | |
Item 10.
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Executive Compensation
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60 | |
Item 11.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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63 | |
Item 12.
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Certain Relationships and Related Transactions, and Director Independence
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66 | |
Item 13.
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Principal Accountant Fees and Services
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68 | |
Item 14.
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Exhibits and Financial Statement Schedules
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69 | |
Index to Financial Statements
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our ability to fund future growth and implement our business strategy;
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our dependence on a limited number of business partners for substantially all of our revenue;
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projections of our future revenue, results of operations and financial condition;
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anticipated deployment, capabilities and uses of our products and our product development activities and product innovations;
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the importance of proteomics as a major focus of biological research;
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competition and consolidation in the markets in which we compete;
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existing and future collaborations and partnerships;
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the utility of biomarker discoveries;
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our belief that biomarker discoveries may have diagnostic and/or therapeutic utility;
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our ability to comply with applicable government regulations;
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our ability to expand and protect our intellectual property portfolio;
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the condition of the securities and capital markets;
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general economic and business conditions, either nationally or internationally or in the jurisdictions in which we are doing business;
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Discover important disease proteins, understand their function and determine their role in human disease. We will continue to use our proprietary technologies in an effort to efficiently discover important proteins and to understand their role in human disease.
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Acquire promising biomarkers/patents from other organizations. We intend to take advantage of in-licensing or acquisition opportunities to augment our in-house product development programs. We recognize that we cannot meet all of our research discovery needs internally and can benefit from the research performed by other organizations. We intend to leverage our product development expertise to acquire new product opportunities in diagnostic areas of focus.
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Grow our diagnostic test business in the U.S. We will seek to increase sales of our existing diagnostic products in the U.S. Additionally, we will pursue new product opportunities in the areas of predictive, personalized, and prognostic medicine. We believe that our diagnostic products will play an increasingly important role in the management of a patient’s healthcare.
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Expand our diagnostic product business internationally. We intend to establish operations in Europe in the future and market our current and future diagnostic products and any future products in the major market countries in Europe for which we believe there is an attractive commercial opportunity, subject to any required regulatory approvals and the license rights to our products.
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Dr. Ira L. Goldknopf, our President and Chief Scientific Officer, published an invited editorial in the February 2008 issue of the peer reviewed scientific journal Expert Review of Proteomics. The editorial, entitled “Blood Based Proteomics for Personalized Medicine, Examples from Neurodegenerative Disease,” outlined how proteins in the blood serum can tell us what disease pathways and mechanisms are active in patients.
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We co-authored an article regarding the discovery of protein biomarkers for esophageal malignancies in the International Journal of Cancer in 2008. The article, titled “Alterations in Barrett’s-related adenocarcinomas: A proteomic approach,” was authored by Dr. Wael El-Rifai, MD, PhD, Professor of Surgery, Medicine and Cancer Biology and Director of Surgical Oncology Research at Vanderbilt University Medical Center, Nashville, Tennessee. Dr. El Rifai stated that through the use of our leading edge proteomic discovery platform, twenty-three biomarkers were identified that have not been described before in this lethal malignancy.
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Dr. Goldknopf presented our results with Neurodegenerative diseases and drug resistance in leukemia at the Cambridge Healthtech Biomarker Discovery Summit in Philadelphia, Pennsylvania on October 1, 2008.
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Dr. Goldknopf and co-authors Dr. Katerina Markopoulou, academic partner at the University of Thessaly in Greece, Dr. Bruce Chase, Dr. Stanly H. Appel and Dr. Marwan Sabbagh presented the overall results of NuroPro® blood tests, from discovery through clinical validation of blood protein biomarkers and tests for Parkinson’s disease, ALS, and Alzheimer’s disease, to the Alzheimer’s Association’s International Congress of Alzheimer’s Disease (ICAD) in Vienna, Austria in July 2009.
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Dr. Goldknopf was the keynote speaker and served as a member of the Scientific Advisory Board of BIT Life Sciences’ 2nd Annual International Congress and Expo of Molecular Diagnostics (ICEMD-2009) in Beijing, China in November 2009. Along with his keynote address, “Principles of Omic Medicine Applied to Early Detection and Differential Diagnosis of Breast Cancer and Neurodegenerative Diseases,” Dr. Goldknopf chaired the session on “Biomarkers and Diagnostics in Personalized Medicine.”
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In July 2010, Lourdes R. Bosquez, MD, Dr. Goldknopf and Marwan Sabbagh, MD, presented four abstracts at the annual meeting of the International Congress of Alzheimer’s Disease in Honolulu, Hawaii. The presentations covered results from protein biomarker discovery, drug response, test development, and ongoing clinical validation trials of the NuroPro® AD biomarkers and blood test for Alzheimer’s disease.
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identify proteomic biomarkers that will enable the clinical development program with the potential for clinical utility;
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establish validated proteomic tests with adequate predictive characteristics;
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understand the complexity of the proteomic underpinnings of disease, and the related complexity of identifying and validating proteomic biomarkers;
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obtain patent protection for protein biomarkers and their clinical utility;
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establish efficacy and safety in a clinical development program;
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demonstrate data that supports test adoption and reimbursement; and
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gain marketing approval under CLIA and, later, the FDA and other regulatory agencies.
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Celera Corporation, a company engaged in proteomics, bioinformatics and genomics that identifies and develops drug targets and discover and develop new therapeutics;
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Vermillion Inc., a biomarker discovery assay development and characterization company;
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BioRad, a seller of biomarker discovery equipment;
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Satoris, a developer of cytokines-based plasma biomarkers test for Alzheimer’s disease;
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Myriad Genetics, a developer of therapeutic and diagnostic products using genomic and proteomic technologies; and
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Provista Life Sciences, a developer of blood serum protein biomarker diagnostic tests for breast cancer and Alzheimer’s disease.
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enter into licensing arrangements, collaborations or joint ventures;
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engage in research and development activities;
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obtain new patent rights and other intellectual property;
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acquire or license other technologies;
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settle litigation to which we are currently a party;
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comply with regulatory changes;
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upgrade our operational and financial systems, procedures and controls; and
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comply with state and federal laws governing our business operations, comply with Securities and Exchange Commission (“SEC”) reporting requirements and fulfill the other responsibilities that we have as a public company.
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our ability to convince the medical community of the safety and clinical efficacy of our products and their advantages over existing diagnostic products;
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our ability to obtain necessary regulatory approval of our diagnostic products;
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our ability to further establish business relationships with other diagnostic companies that can assist in the commercialization of these products;
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the willingness of physicians and patients to utilize our products; and
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the extent to which Medicare and third-party payers provide full or partial reimbursement coverage for our products.
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collaborators may not pursue further development and commercialization of products resulting from collaborations or may elect not to continue or renew research and development programs;
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collaborators may delay clinical trials, underfund a clinical trial program, stop a clinical trial or abandon a product, repeat or conduct new clinical trials or require a new formulation of a product for clinical testing;
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collaborators could independently develop, or develop with third parties, products that could compete with our future products;
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the terms of our agreements with our current or future collaborators may not be favorable to us;
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a collaborator with marketing and distribution rights to one or more products may not commit enough resources to the marketing and distribution of our products, limiting our potential revenue from the commercialization of a product;
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disputes may arise delaying or terminating the research, development or commercialization of our products, or result in significant litigation or arbitration; and
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collaborations may be terminated which, if terminated, would result in us having to contribute additional capital if we elected to pursue further development of the product on our own.
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federal and state laws applicable to billing and claims payment;
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federal and state laboratory anti-mark-up laws;
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federal and state anti-kickback laws;
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federal and state false claims laws;
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federal and state self-referral and financial inducement laws, including the federal physician anti-self-referral law, or the Stark Law;
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coverage and reimbursement levels by Medicare and other governmental payors and private insurers;
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federal and state laws governing laboratory licensing and testing, including CLIA;
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federal and state laws governing the development, use and distribution of diagnostic medical tests known as “laboratory developed tests”;
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HIPAA and analogous state laws;
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federal, state and local laws governing the handling and disposal of medical and hazardous waste;
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OSHA rules and regulations; and
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changes to other federal, state and local laws, including tax laws.
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difficulties in integrating operations, technologies, services and personnel;
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the diversion of financial and management resources from existing operations;
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the risk of entering new markets;
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the potential loss of key employees; and
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the inability to generate sufficient revenue to offset acquisition or investment costs.
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announcements of technological innovations or new products by us, our collaborative partners or our present or potential competitors;
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announcements by us or others of results of validation studies and clinical trials;
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developments or disputes concerning patent or other proprietary rights;
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adverse legislation, including changes in governmental regulation and the status of our regulatory approvals or applications;
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changes in healthcare policies and practices; and
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economic and other external factors, including general market conditions.
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Item 5. Market For Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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Fiscal Year Ended December 31, 2009
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High
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Low
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||||||
Quarter ended March 31, 2009
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$ | 0.04 | $ | 0.0095 | ||||
Quarter ended June 30, 2009
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$ | 0.025 | $ | 0.013 | ||||
Quarter ended September 30, 2009
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$ | 0.155 | $ | 0.01 | ||||
Quarter ended December 31, 2009
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$ | 0.209 | $ | 0.048 |
Fiscal Year Ended December 31, 2010
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High
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Low
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||||||
Quarter ended March 31, 2010
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$ | 0.04 | $ | 0.0095 | ||||
Quarter ended June 30, 2010
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$ | 0.025 | $ | 0.013 | ||||
Quarter ended September 30, 2010
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$ | 0.039 | $ | 0.023 | ||||
Quarter ended December 31, 2010
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$ | 0.042 | $ | 0.0168 |
Item 6. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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Contractual Obligations
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Total
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2011
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2012
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2013
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2014
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2015
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||||||||||||||||||
Employment and Consulting Agreements (1)
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$ | 213,246 | $ | 166,670 | $ | 46,576 | $ | -0- | $ | -0- | $ | -0- | ||||||||||||
Operating Leases (2)
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370,542 | 98,532 | 86,514 | 73,008 | 74,496 | 37,992 | ||||||||||||||||||
Total
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$ | 583,788 | $ | 265,202 | $ | 133,090 | $ | -0- | $ | -0- | $ | -0- |
Item 7. Financial Statements and Supplementary Data.
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Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
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Item 8A. Controls and Procedures.
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Item 9. Directors, Executive Officers and Corporate Governance.
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Name
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Age
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Positions Held
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Helen R. Park
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75
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Director, Interim Chief Executive Officer and Interim Chief Financial Officer
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Ira L. Goldknopf
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64
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Chairman of the Board, President, Chief Scientific Officer and Secretary
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Name and
Principal Position
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Year
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Salary ($)
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Bonus ($)
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Stock
Awards
($) (1)
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Total ($)
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Helen R. Park
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2010
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100,008 | (2) | -0- | -0- | 100,008 | ||||||||||||
Interim Chief Executive Officer and Chief Financial Officer | 2009 | 113,714 | (3) | 277,500 | (4) | -0- | 391,214 | |||||||||||
Ira L. Goldknopf
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2010
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125,000 | (5) | -0- | -0- | 125,000 | ||||||||||||
President, Chief Scientific Officer and Secretary | 2009 | 215,335 | (6) | -0- | -0- | 215,335 |
Warrant Awards
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Name
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Number of Securities
Underlying
Unexercised Warrants
(#) Exercisable
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Number of Securities
Underlying Unexercised
Warrants (#)
Unexercisable
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Warrant
Exercise Price ($)
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Warrant
Expiration Date
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||||||||||||
Helen R. Park
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5,000,000 | (1) | -0- | 0.04 |
11/18/11
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Ira L. Goldknopf
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--- | --- | --- | --- |
Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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Name and Address of Beneficial Owner
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Amount and Nature
of Beneficial
Ownership (1)
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Percentage
of Class (1)
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||||||
Helen R. Park (2)
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27,441,737 | 5.3 | % | |||||
Ira L. Goldknopf (3)
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46,863,516 | 9.1 | % | |||||
All officers and directors as a group (2 persons) (4)
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74,305,253 | 14.3 | % |
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
(a)
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Weighted-
average
exercise price
of outstanding
options,
warrants and
rights
(b)
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Number of
securities
remaining available
for future issuance
under equity
compensation plans
(excluding
securities reflected
in column (a))
(c)
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||||||||||
Equity compensation plans approved by security holders
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-0- | -0- | -0- | |||||||||
Equity compensation plans not approved by security holders:
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||||||||||||
2008 Compensation Plan
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-0- | -0- | -0- | |||||||||
2009 Stock Incentive Plan
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-0- | -0- | -0- | |||||||||
Warrants issued to directors, officers and employees
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5,000,000 | $ | 0.04 | -0- | ||||||||
Total
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5,000,000 | $ | 0.04 | -0- |
2010
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2009
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Audit Fees:
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$ | 52,500 | $ | 56,000 | ||||
Audit-Related Fees:
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--- | --- | ||||||
Tax Fees:
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1,650 | --- | ||||||
All Other Fees:
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--- | --- | ||||||
Total:
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$ | 54,150 | $ | 56,000 |
Exhibit No.
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Exhibit
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3.1
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Certificate of Incorporation (incorporated by reference to Exhibit 2.5 to the Company’s Form 10-SB filed with the SEC on September 28, 1998)
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3.2
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Certificate of Merger (incorporated by reference to Exhibit 2.7 to the Company’s Form 10-SB filed with the SEC on September 28, 1998)
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3.3
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Certificate of Amendment to the Certificate of Incorporation (incorporated by reference to Exhibit 2.9 to the Company’s Form 10-SB filed with the SEC on September 28, 1998)
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3.4
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Certificate of Amendment of the Certificate of Incorporation (incorporated by reference to Exhibit 3.(I).10 to the Company’s Form S-3 filed with the SEC on March 2, 2000)
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3.5
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Certificate of Amendment to the Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on November 5, 2004)
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3.6
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Certificate of Amendment to the Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-KSB filed with the SEC on November 14, 2007)
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3.7
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Certificate of Amendment to the Certificate of Incorporation dated February 4, 2009 (incorporated by reference to Exhibit 3.7 to the Company’s Form 10-Q filed with the SEC on May 20, 2009)
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3.8
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Bylaws (incorporated by reference to Exhibit 2.10 to the Company’s Form 10-SB filed with the SEC on September 28, 1998)
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10.1
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Form of Convertible Debenture Due October 28, 2007 (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the SEC on November 3, 2004)
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10.2
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Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed with the SEC on November 3, 2004)
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10.3
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Exclusive License Agreement, dated June 28, 2004, by and between Baylor College of Medicine and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-QSB/A filed with the SEC on November 15, 2004)
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10.4
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Promissory Note, dated April 5, 2005, executed by the Company in favor of Cordillera Fund LP in the amount of $251,000, (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-QSB filed with the SEC on August 22, 2005)
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10.5
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Promissory Note, dated September 5, 2005, executed by the Company in favor of Cordillera Fund LP in the amount of $200,000 (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the SEC on September 9, 2005)
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10.6
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Form of Convertible Debenture, dated June 30, 2008 by and between Able Income Fund LLC and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC July 18, 2008)
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10.7
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Form of Warrant, dated June 30, 2008, by and between Able Income Fund LLC and the Company (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed with the SEC July 18, 2008)
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10.8
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Form of Convertible Debenture, dated July 29, 2008, by and between Able Income Fund LLC and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on August 1, 2008)
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10.9
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Form of Warrant, dated July 29, 2008, by and between Able Income Fund LLC and the Company (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed with the SEC on August 1, 2008)
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10.10
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Form of Convertible Promissory Note, dated November 4, 2008, by and between the Company and certain investors, including Ira Goldknopf (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on November 10, 2008)
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10.11
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Form of Warrant, dated November 4, 2008, by and between the Company and certain investors, including Ira Goldknopf (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on November 10, 2008)
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10.12
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Employment Agreement, dated April 29, 2009, by and between the Company and John P. Ginzler (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the SEC on August 12, 2009)
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10.13
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Amended and Restated Employment Agreement, dated May 17, 2009, by and between the Company and Ira L. Goldknopf (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed with the SEC on August 12, 2009)
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10.14
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Amended and Restated Consulting Agreement, dated June 1, 2009, by and between the Company and Bronco Technologies, Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed with the SEC on August 12, 2009)
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10.15
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Second Modification and Ratification of Lease Agreement, dated October 1, 2009, by and between Vista Woodlands Partners, Ltd. and the Company (incorporated by reference to Exhibit 10.15 to the Company’s Form 10-K filed with the SEC on April 15, 2010)
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10.16
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Commercial Lease, dated May 27, 2010, by and between T. D. Cox Homes, LLC and the Company
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10.17
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Commercial Lease, dated June 4, 2010, by and between Projects and Developments of Houston, LLC and the Company
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10.18
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Agreement and Plan of Merger, dated September 7, 2010, by and between Rozetta-Cell Life Sciences, Inc. and the Company (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the SEC on September 8, 2010)
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10.19
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First Amendment and Waiver to Agreement and Plan of Merger, dated December 31, 2010, by and between Rozetta-Cell Life Sciences, Inc. and the Company (incorporated by reference to Exhibit 2.2 to the Company’s Form 8-K filed with the SEC on January 6, 2011)
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10.20
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Summary of the terms of the loans made by Rozetta-Cell Life Sciences, Inc. to the Company between July 1, 2010 and April 30, 2011
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23.1
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Consent of M&K CPAS, PLLC
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31.1
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Certification of Chief Executive Officer of the registrant required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
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31.2
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Certification of Chief Financial Officer of the registrant required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
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32.1
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Certification of Chief Executive Officer and Chief Financial Officer of the registrant required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended
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POWER3 MEDICAL PRODUCTS, INC. | |||
Date: May 5, 2011
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By:
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/s/ Helen R. Park | |
Helen R. Park | |||
Interim Chief Executive Officer |
Signature
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Title
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Date
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||
/s/ Helen R. Park
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Interim CEO, Interim CFO and Member of the Board (Principal Executive Officer and Principal Financial and Accounting Officer)
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May 5, 2011
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||
Helen R. Park
|
||||
/s/ Ira L. Goldknopf
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President, Chief Scientific Officer, Secretary and Chairman of the Board
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May 5, 2011
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||
Ira L. Goldknopf
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Report of Independent Registered Public Accounting Firm
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F-2
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Balance Sheets at December 31, 2010 and 2009
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F-3
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Statements of Operations for the Years Ended December 31, 2010 and 2009 and the period beginning May 18, 2004 (date of re-entering the development stage) through December 31, 2010
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F-4
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Statements of Stockholders’ Deficit for all Years Subsequent to May 18, 2004 (date of re-entering the development stage)
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F-5
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Statements of Stockholders’ Deficit – Other Equity Items for all Years Subsequent to May 18, 2004 (date of re-entering the development stage)
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F-6
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Statements of Cash Flows for the Years Ended December 31, 2010 and 2009 and the period beginning May 18, 2004 (date of re-entering the development stage) through December 31, 2010
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F-7
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|
Notes to Financial Statements
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F-8
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December 31,
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||||||||
2010
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2009
|
|||||||
Assets
|
||||||||
Cash and equivalents
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$ | - | $ | - | ||||
Other current assets
|
- | - | ||||||
Total current assets
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- | - | ||||||
Property and equipment, net of accumulated depreciation of
|
||||||||
$108,461 and $107,581 at December 31, 2010 and 2009,
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||||||||
respectively
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2,128 | 683 | ||||||
Deposits
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11,332 | 5,000 | ||||||
Other assets
|
100 | 100 | ||||||
Total assets
|
$ | 13,560 | $ | 5,783 | ||||
Liabilities and stockholders’ deficit
|
||||||||
Accounts payable
|
$ | 1,643,510 | $ | 999,631 | ||||
Accounts payable – related party
|
525,701 | 96,507 | ||||||
Notes payable
|
- | 50,000 | ||||||
Notes payable – related party
|
154,482 | - | ||||||
Notes payable – in default, net of unamortized discount of -0-
|
||||||||
and $21,621 at December 31, 2010 and 2009, respectively
|
501,000 | 429,379 | ||||||
Notes payable – in default – related party
|
80,000 | 80,000 | ||||||
Convertible debentures – in default
|
303,853 | 316,255 | ||||||
Derivative liabilities
|
1,460,472 | 14,456,424 | ||||||
Other current liabilities
|
788,225 | 593,891 | ||||||
Total current liabilities
|
5,457,243 | 17,022,087 | ||||||
Total liabilities
|
5,457,243 | 17,022,087 | ||||||
Stockholders’ deficit:
|
||||||||
Preferred Stock – $0.001 par value: 50,000,000 shares authorized;
|
||||||||
1,500,000 shares issued and outstanding as of December 31,
|
||||||||
2010 and 2009, respectively
|
1,500 | 1,500 | ||||||
Common Stock – $0.001 par value: 600,000,000 shares authorized;
|
||||||||
472,237,565 and 434,167,000 shares issued and outstanding as
|
||||||||
of December 31, 2010 and 2009, respectively
|
472,237 | 434,167 | ||||||
Additional paid-in capital
|
72,994,212 | 71,984,083 | ||||||
Treasury stock
|
(16,000 | ) | (16,000 | ) | ||||
Common stock payable
|
135,000 | 135,000 | ||||||
Deficit accumulated during development stage
|
(67,349,132 | ) | (77,873,554 | ) | ||||
Deficit accumulated before entering development stage
|
(11,681,500 | ) | (11,681,500 | ) | ||||
Total stockholders’ deficit
|
(5,443,683 | ) | (17,016,304 | ) | ||||
Total liabilities and stockholders’ deficit
|
$ | 13,560 | $ | 5,783 |
The accompanying notes are an integral part of these financial statements
|
Power3 Medical Products, Inc.
|
(A Development Stage Entity)
|
Statements of Operations
|
Period From
|
||||||||||||
May 18, 2004
|
||||||||||||
For the Year Ended |
Through
|
|||||||||||
December 31, |
December 31,
|
|||||||||||
2010
|
2009
|
2010
|
||||||||||
Net revenue
|
$ | - | $ | 115,000 | $ | 542,249 | ||||||
Operating expenses:
|
||||||||||||
Employee compensation and benefits
|
149,263 | 368,067 | 31,566,842 | |||||||||
Professional and consulting fees
|
1,441,879 | 4,925,829 | 17,670,648 | |||||||||
Impairment of goodwill
|
- | - | 13,371,776 | |||||||||
Other selling, general and administrative expenses
|
467,827 | 143,297 | 2,654,148 | |||||||||
Total operating expenses
|
2,058,969 | 5,437,193 | 65,263,414 | |||||||||
Loss from operations
|
(2,058,969 | ) | (5,322,193 | ) | (64,721,165 | ) | ||||||
Other income (expense):
|
||||||||||||
Derivative gain (loss)
|
12,995,952 | (13,045,921 | ) | 6,973,004 | ||||||||
Loss on settlement of litigation
|
(304,629 | ) | - | (267,865 | ) | |||||||
Interest income
|
- | - | 7,867 | |||||||||
Gain (loss) on settlement of debt
|
- | (426,574 | ) | 1,582,872 | ||||||||
Interest expense
|
(107,932 | ) | (416,886 | ) | (5,787,226 | ) | ||||||
Mandatory prepayment penalty
|
- | - | (420,000 | ) | ||||||||
Other income (expense)
|
- | - | (194,886 | ) | ||||||||
Total other income (expense)
|
12,583,391 | (13,889,381 | ) | 1,893,766 | ||||||||
Net income (loss)
|
10,524,422 | (19,211,574 | ) | (62,827,399 | ) | |||||||
Deemed dividend
|
- | (1,111,054 | ) | (1,140,760 | ) | |||||||
Net income (loss) attributable to common stockholders
|
$ | 10,524,422 | $ | (20,322,628 | ) | $ | (63,968,159 | ) | ||||
Net income (loss) per share - basic
|
$ | 0.02 | $ | (0.06 | ) | |||||||
Net income (loss) per share - diluted
|
$ | 0.02 | $ | (0.06 | ) | |||||||
Weighted average number of shares
|
||||||||||||
outstanding - basic
|
456,020,427 | 331,737,780 | ||||||||||
Weighted average number of shares
|
||||||||||||
outstanding - diluted
|
494,928,330 | 331,737,780 |
Power3 Medical Products, Inc.
|
(A Development Stage Entity)
|
Statement of Stockholders’ Deficit
|
Additional
|
||||||||||||||||||||||||||||||||
Common Stock
|
Preferred Stock
|
Paid-in
|
Other Equity
|
Accumulated
|
||||||||||||||||||||||||||||
Shares
|
Par Value
|
Shares
|
Par Value
|
Capital
|
Items (1)
|
Deficit
|
Total
|
|||||||||||||||||||||||||
Balances as of Beginning of Development Stage -- May 18, 2004
|
14,407,630 | $ | 14,407 | 3,870,000 | $ | 3,870 | $ | 14,225,974 | $ | - | $ | (11,681,500 | ) | $ | 2,562,751 | |||||||||||||||||
- | ||||||||||||||||||||||||||||||||
Issued shares for compensation
|
27,945,000 | 27,945 | - | - | 25,423,555 | (25,451,500 | ) | - | - | |||||||||||||||||||||||
Issued shares for services
|
4,910,000 | 4,910 | - | - | 4,850,090 | (535,000 | ) | - | 4,320,000 | |||||||||||||||||||||||
Issued shares for acquisition of equipment
|
15,000,000 | 15,000 | - | - | 13,485,000 | - | - | 13,500,000 | ||||||||||||||||||||||||
Stock option expense
|
- | - | - | - | 626,100 | (626,100 | ) | - | - | |||||||||||||||||||||||
Issued shares for cash
|
242,167 | 242 | - | - | 314,575 | - | - | 314,817 | ||||||||||||||||||||||||
Cancelled shares per cancellation agreement
|
(160,000 | ) | (160 | ) | - | - | (71,840 | ) | - | - | (72,000 | ) | ||||||||||||||||||||
Issued shares to convert Series A perferred shares to common shares
|
3,000,324 | 3,001 | (3,870,000 | ) | (3,870 | ) | 3,377,974 | - | (3,380,975 | ) | (3,870 | ) | ||||||||||||||||||||
Stock based compensation
|
- | - | - | - | - | 8,311,012 | - | 8,311,012 | ||||||||||||||||||||||||
Net reclassification of derivative liabilities
|
- | - | - | - | (3,347,077 | ) | - | - | (3,347,077 | ) | ||||||||||||||||||||||
Net loss (from May 18, 2004 to December 31, 2004)
|
- | - | - | - | - | - | (15,236,339 | ) | (15,236,339 | ) | ||||||||||||||||||||||
Balance at December 31, 2004
|
65,345,121 | 65,345 | - | - | 58,884,351 | (18,301,588 | ) | (30,298,814 | ) | 10,349,294 | ||||||||||||||||||||||
Cancelled shares returned from employee
|
(1,120,000 | ) | (1,120 | ) | - | - | (1,307,855 | ) | - | - | (1,308,975 | ) | ||||||||||||||||||||
Issued shares for compensation
|
140,000 | 140 | - | - | 41,860 | - | - | 42,000 | ||||||||||||||||||||||||
Issued shares for services
|
850,000 | 850 | - | - | 155,150 | - | - | 156,000 | ||||||||||||||||||||||||
Amortize deferred compensation expense
|
- | - | - | - | - | 13,222,517 | - | 13,222,517 | ||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | (27,134,865 | ) | (27,134,865 | ) | ||||||||||||||||||||||
Balance at December 31, 2005
|
65,215,121 | 65,215 | - | - | 57,773,506 | (5,079,071 | ) | (57,433,679 | ) | (4,674,029 | ) | |||||||||||||||||||||
Issued shares for services
|
2,449,990 | 2,449 | - | - | 311,865 | - | - | 314,314 | ||||||||||||||||||||||||
Issued shares for cash
|
2,452,746 | 2,452 | - | - | 222,548 | - | - | 225,000 | ||||||||||||||||||||||||
Issued shares for compensation
|
1,253,098 | 1,254 | - | - | 176,763 | - | - | 178,017 | ||||||||||||||||||||||||
Adoption of FAS 123R
|
- | - | - | - | (475,324 | ) | 475,324 | - | - | |||||||||||||||||||||||
Amortize deferred compensation expense
|
- | - | - | - | - | 4,603,747 | - | 4,603,747 | ||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | (6,415,969 | ) | (6,415,969 | ) | ||||||||||||||||||||||
Balance at December 31, 2006
|
71,370,955 | 71,370 | - | - | 58,009,358 | - | (63,849,648 | ) | (5,768,920 | ) | ||||||||||||||||||||||
Issued shares for services
|
1,810,000 | 1,810 | - | - | 282,390 | - | - | 284,200 | ||||||||||||||||||||||||
Issued shares for conversion of debt
|
22,265,224 | 22,264 | - | - | 606,412 | - | - | 628,676 | ||||||||||||||||||||||||
Issued shares for warrants exercised
|
5,270,832 | 5,272 | - | - | 336,396 | - | - | 341,668 | ||||||||||||||||||||||||
Issued shares for cash
|
7,630,625 | 7,632 | - | - | 992,818 | - | - | 1,000,450 | ||||||||||||||||||||||||
Placement agent fees
|
- | - | - | - | (58,500 | ) | - | - | (58,500 | ) | ||||||||||||||||||||||
Stock received
|
- | - | - | - | 100 | - | - | 100 | ||||||||||||||||||||||||
Unreturned shares
|
5,000 | 5 | - | - | 4,495 | - | - | 4,500 | ||||||||||||||||||||||||
Deemed dividend
|
- | - | - | - | 17,635 | - | (17,635 | ) | - | |||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | (5,216,288 | ) | (5,216,288 | ) | ||||||||||||||||||||||
Balance at December 31, 2007
|
108,352,636 | 108,353 | - | - | 60,191,104 | - | (69,083,571 | ) | (8,784,114 | ) | ||||||||||||||||||||||
Common stock issued for services
|
7,482,910 | 7,483 | - | - | 584,858 | - | - | 592,341 | ||||||||||||||||||||||||
Common stock issued for cash
|
7,492,875 | 7,493 | - | - | 639,911 | - | - | 647,404 | ||||||||||||||||||||||||
Common stock issued for conversion of debt
|
22,172,536 | 22,173 | - | - | 1,568,626 | - | - | 1,590,799 | ||||||||||||||||||||||||
Common stock issued for lawsuit settlement
|
325,000 | 325 | - | - | 30,550 | - | - | 30,875 | ||||||||||||||||||||||||
Issued shares for payables
|
2,133,333 | 2,133 | - | - | 186,867 | - | - | 189,000 | ||||||||||||||||||||||||
Common stock held in escrow
|
2,000,000 | 2,000 | - | - | 18,000 | (20,000 | ) | - | - | |||||||||||||||||||||||
Preferred stock issued for services
|
- | - | 1,500,000 | 1,500 | 357,000 | - | - | 358,500 | ||||||||||||||||||||||||
Deemed dividends
|
- | - | - | - | 12,071 | - | (12,071 | ) | - | |||||||||||||||||||||||
Loss on related party debt conversion
|
- | - | - | - | (89,049 | ) | - | - | (89,049 | ) | ||||||||||||||||||||||
Common stock payable
|
- | - | - | - | - | 123,286 | - | 123,286 | ||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | (136,784 | ) | (136,784 | ) | ||||||||||||||||||||||
Balance at December 31, 2008
|
149,959,290 | 149,960 | 1,500,000 | 1,500 | 63,499,938 | 103,286 | (69,232,426 | ) | (5,477,742 | ) | ||||||||||||||||||||||
Common stock issued for conversion of debt
|
150,701,039 | 150,701 | - | - | 2,154,621 | (82,944 | ) | - | 2,222,378 | |||||||||||||||||||||||
Common stock payable
|
- | - | - | - | - | 116,000 | - | 116,000 | ||||||||||||||||||||||||
Common stock issed upon exercise of warrants
|
11,789,509 | 11,790 | - | - | 267,042 | - | - | 278,832 | ||||||||||||||||||||||||
Common stock issued for services
|
112,201,562 | 112,201 | - | - | 4,403,503 | (14,286 | ) | - | 4,501,418 | |||||||||||||||||||||||
Common stock issued for cash
|
11,515,600 | 11,516 | - | - | 73,640 | - | - | 85,156 | ||||||||||||||||||||||||
Return of common stock held in escrow
|
(800,000 | ) | (800 | ) | - | - | 800 | - | - | - | ||||||||||||||||||||||
Deemed dividends
|
- | - | - | - | 1,111,054 | - | (1,111,054 | ) | - | |||||||||||||||||||||||
Release of common stock held in escrow
|
- | - | - | - | 20,000 | 4,000 | - | 24,000 | ||||||||||||||||||||||||
Common stock rescinded for debt
|
(1,200,000 | ) | (1,200 | ) | - | - | - | (7,056 | ) | - | (8,256 | ) | ||||||||||||||||||||
Common stock contributed for debt payment
|
- | - | - | - | 276,558 | - | - | 276,558 | ||||||||||||||||||||||||
Options issued for services
|
- | - | - | - | 176,927 | - | - | 176,927 | ||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | (19,211,574 | ) | (19,211,574 | ) | ||||||||||||||||||||||
Balance at December 31, 2009
|
434,167,000 | 434,167 | 1,500,000 | 1,500 | 71,984,083 | 119,000 | (89,555,054 | ) | (17,016,304 | ) | ||||||||||||||||||||||
Common stock issued upon exercise of warrants
|
36,799,358 | 36,799 | - | - | 197,735 | - | - | 234,534 | ||||||||||||||||||||||||
Common stock issued for services
|
13,573,456 | 13,573 | - | - | 518,671 | - | - | 532,244 | ||||||||||||||||||||||||
Vesting of common stock issued for services
|
- | - | - | - | 280,000 | - | - | 280,000 | ||||||||||||||||||||||||
Common stock rescinded or canceled
|
(12,302,249 | ) | (12,302 | ) | - | - | 12,302 | - | - | - | ||||||||||||||||||||||
Imputed interest on no-interest loans
|
- | - | - | - | 1,421 | - | - | 1,421 | ||||||||||||||||||||||||
Net income
|
- | - | - | - | - | - | 10,524,422 | 10,524,422 | ||||||||||||||||||||||||
Balance at December 31, 2010
|
472,237,565 | $ | 472,237 | 1,500,000 | $ | 1,500 | $ | 72,994,212 | $ | 119,000 | $ | (79,030,632 | ) | $ | (5,443,683 | ) |
Power3 Medical Products, Inc.
|
(A Development Stage Entity)
|
Statement of Stockholders’ Deficit -- Other Equity Items
|
Deferred Compensation Expense
|
Treasury
Stock
|
Stock Held in Escrow
|
Common Stock Payable
|
Total
|
||||||||||||||||
Balances as of Beginning of Development
|
||||||||||||||||||||
Stage -- May 18, 2004
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Issued shares for compensation
|
(25,451,500 | ) | - | - | - | (25,451,500 | ) | |||||||||||||
Issued shares for services
|
(535,000 | ) | - | - | - | (535,000 | ) | |||||||||||||
Stock option expense
|
(626,100 | ) | - | - | - | (626,100 | ) | |||||||||||||
Stock based compensation
|
8,311,012 | - | - | - | 8,311,012 | |||||||||||||||
Balance at December 31, 2004
|
(18,301,588 | ) | - | - | - | (18,301,588 | ) | |||||||||||||
Amortize deferred compensation expense
|
13,222,517 | - | - | - | 13,222,517 | |||||||||||||||
Balance at December 31, 2005
|
(5,079,071 | ) | - | - | - | (5,079,071 | ) | |||||||||||||
Adoption of FAS 123R
|
475,324 | - | - | - | 475,324 | |||||||||||||||
Amortize deferred compensation expense
|
4,603,747 | - | - | - | 4,603,747 | |||||||||||||||
Balance at December 31, 2006
|
- | - | - | - | - | |||||||||||||||
Balance at December 31, 2007
|
- | - | - | - | - | |||||||||||||||
Stock held in escrow
|
- | - | (20,000 | ) | - | (20,000 | ) | |||||||||||||
Common stock payable
|
- | - | - | 123,286 | 123,286 | |||||||||||||||
Balance at December 31, 2008
|
- | - | (20,000 | ) | 123,286 | 103,286 | ||||||||||||||
Common stock issued for conversion of debt
|
- | 7,056 | - | (90,000 | ) | (82,944 | ) | |||||||||||||
Common stock payable
|
- | - | - | 116,000 | 116,000 | |||||||||||||||
Common stock issued for services
|
- | - | - | (14,286 | ) | (14,286 | ) | |||||||||||||
Return of common stock held in escrow
|
- | (16,000 | ) | 16,000 | - | - | ||||||||||||||
Release of common stock held in escrow
|
- | - | 4,000 | - | 4,000 | |||||||||||||||
Common stock rescinded for debt
|
- | (7,056 | ) | - | - | (7,056 | ) | |||||||||||||
Balance at December 31, 2009
|
- | (16,000 | ) | - | 135,000 | 119,000 | ||||||||||||||
Balance at December 31, 2010
|
$ | - | $ | (16,000 | ) | $ | - | $ | 135,000 | $ | 119,000 |
The accompanying notes are an integral part of these financial statements
|
Power3 Medical Products, Inc.
|
(A Development Stage Entity)
|
Statements of Cash Flows
|
Period From
|
||||||||||||
May 18, 2004
|
||||||||||||
For the Years Ended
|
Through
|
|||||||||||
December 31,
|
December 31,
|
|||||||||||
2010
|
2009
|
2010
|
||||||||||
(unaudited)
|
||||||||||||
Cash flows from operating activities
|
||||||||||||
Net income (loss)
|
$ | 10,524,422 | $ | (19,211,574 | ) | $ | (62,827,399 | ) | ||||
Adjustments to reconcile net income (loss) to net cash
|
||||||||||||
used in operating activities:
|
||||||||||||
(Gain) loss on conversion of financial instruments
|
- | 426,574 | (1,579,670 | ) | ||||||||
Impairment of goodwill
|
- | - | 13,371,776 | |||||||||
Impairment of intangible assets
|
- | - | 179,788 | |||||||||
Loss on previously capitalized lease
|
- | - | 34,243 | |||||||||
Loss on settlement of litigation
|
304,629 | - | 304,629 | |||||||||
Amortization of debt discounts and deferred finance costs
|
21,621 | 258,384 | 4,005,435 | |||||||||
Change in derivative liability, net of bifurcation
|
(12,995,952 | ) | 13,045,921 | (5,819,103 | ) | |||||||
Stock issued for compensation and services
|
812,244 | 4,794,345 | 38,977,261 | |||||||||
Debt issued for compensation and services
|
- | - | 1,028,927 | |||||||||
Stock issued for settlement of lawsuit
|
- | - | 30,875 | |||||||||
Depreciation expense
|
880 | 6,328 | 108,462 | |||||||||
Release of stock held in escrow
|
- | 24,000 | 24,000 | |||||||||
Other non-cash items
|
1,421 | - | (33,512 | ) | ||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Prepaid expenses and other current assets
|
- | - | 186,084 | |||||||||
Deposits and other assets
|
(6,332 | ) | 6,995 | 17,265 | ||||||||
Accounts payable and other liabilities
|
950,376 | 207,466 | 4,331,050 | |||||||||
Net cash used in operating activities
|
(386,691 | ) | (441,561 | ) | (7,659,889 | ) | ||||||
Cash flows from investing activities
|
||||||||||||
Increase in property and equipment
|
(2,325 | ) | (758 | ) | (144,833 | ) | ||||||
Increase in other assets
|
- | - | (179,786 | ) | ||||||||
Net cash used in investing activities
|
(2,325 | ) | (758 | ) | (324,619 | ) | ||||||
Cash flows from financing activities
|
||||||||||||
Proceeds from sale of common stock
|
- | 85,156 | 2,349,327 | |||||||||
Borrowings on notes payable
|
- | 50,000 | 3,838,430 | |||||||||
Borrowings on notes payable – related party
|
154,482 | 20,000 | 249,858 | |||||||||
Principal payments on notes payable
|
- | - | (122,478 | ) | ||||||||
Principal payments on notes payable – related party
|
- | - | (47,300 | ) | ||||||||
Proceeds from exercise of warrants
|
234,534 | 278,832 | 513,366 | |||||||||
Stock rescinded for debt
|
- | - | - | |||||||||
Proceeds from issuance of convertible debt, warrants,
|
||||||||||||
and rights net of issuance cost
|
- | - | 1,200,709 | |||||||||
Net cash provided by financing activities
|
389,016 | 433,988 | 7,981,912 | |||||||||
Net increase (decrease) in cash and equivalents
|
- | (8,331 | ) | (2,596 | ) | |||||||
Cash and equivalents, beginning of period
|
- | 8,331 | 2,596 | |||||||||
Cash and equivalents, end of period
|
$ | - | $ | - | $ | - | ||||||
Supplemental disclosure of cash flow information
|
||||||||||||
Cash paid for interest
|
- | - | 59,840 | |||||||||
Cash paid for income taxes
|
- | - | - | |||||||||
Schedule of non-cash financing activities
|
||||||||||||
Stock for conversion of debt – related party
|
- | 1,212,826 | 2,227,759 | |||||||||
Stock for subscriptions receivable
|
- | - | - | |||||||||
Warrants exercised for subscriptions receivable
|
- | - | - | |||||||||
Stock issued for common stock payable
|
- | 582,977 | - | |||||||||
Exchange of debt – related party
|
- | - | 214,075 | |||||||||
Exchange of convertible notes for stock
|
- | - | 2,525,070 | |||||||||
Stock issued for services and settlement of payables
|
- | - | 778,674 | |||||||||
Deemed dividend
|
- | 1,111,054 | 1,140,760 | |||||||||
Exchange of convertible preferred stock for common stock
|
- | - | 3,380,975 | |||||||||
Preferred stock issued for payables
|
- | - | 358,500 | |||||||||
Stock held in escrow
|
- | - | 20,000 | |||||||||
Stock contributed for debt payment
|
- | 276,558 | 276,558 | |||||||||
Return of stock held in escrow
|
- | 16,800 | 16,800 | |||||||||
Cashless exercise of warrants
|
32,374 | 133 | 32,507 | |||||||||
Stock rescinded for debt
|
- | 8,256 | 8,256 | |||||||||
Stock rescinded or canceled
|
12,302 | - | 12,302 |
Level 1
|
Level 2
|
Level 3
|
||||||||||
Derivative liabilities -- 2010
|
-0- | -0- | $ | 1,460,472 | ||||||||
Derivative liabilities -- 2009
|
-0- | -0- | $ | 14,456,424 |
Derivative Liabilities
|
||||
Balance, December 31, 2008
|
$ | 1,352,247 | ||
Purchases, sales, issuances and settlements (net)
|
13,104,177 | |||
Balance, December 31, 2009
|
14,456,424 | |||
Purchases, sales, issuances and settlements (net)
|
(12,995,952 | ) | ||
Balance, December 31, 2010
|
$ | 1,460,472 |
December 31,
|
||||||||
2010
|
2009
|
|||||||
Deferred tax assets:
|
||||||||
Net operating loss carryforwards
|
$ | 8,005,828 | $ | 7,423,678 | ||||
Deferred tax liabilities
|
-0- | -0- | ||||||
Valuation allowance
|
(8,005,828 | ) | (7,423,678 | ) | ||||
Net deferred tax asset
|
$ | --- | $ | --- |
December 31,
|
||||||||
Asset
|
2010
|
2009
|
||||||
Computers and Related Equipment
|
$ | 18,209 | $ | 15,884 | ||||
Less: Accumulated Depreciation
|
(16,081 | ) | (15,201 | ) | ||||
Total
|
2,128 | 683 | ||||||
Lab Equipment
|
92,380 | 92,380 | ||||||
Less: Accumulated Depreciation
|
(92,380 | ) | (92,380 | ) | ||||
Total
|
-0- | -0- | ||||||
Total Property and Equipment, Net
|
$ | 2,128 | $ | 683 |
December 31,
|
||||||||
Liability
|
2010
|
2009
|
||||||
Accrued Interest
|
$ | 382,759 | $ | 312,252 | ||||
Accrued Payroll Taxes
|
23,574 | 21,464 | ||||||
Accrued Compensation and Salaries
|
380,081 | 258,364 | ||||||
Other Accrued Expenses and Liabilities
|
1,811 | 1,811 | ||||||
Total
|
$ | 788,225 | $ | 593,891 |
Dividend Yield
|
Expected
Volatility
|
Risk-Free Interest Rate
|
Remaining Contractual Life (Years)
|
|||||||||||||
Common Stock Warrants
|
0 | % | 113.1 | % | 0.68 | % | 2.39 | |||||||||
Convertible Promissory Notes
and Debentures
|
0 | % | 113.9 | % | 2.01 | % | 5.00 |
December 31,
|
||||||||
2010
|
2009
|
|||||||
Common Stock Warrants
|
$ | 513,028 | $ | 10,267,167 | ||||
Convertible Promissory Notes and Debentures
|
947,444 | 4,189,257 | ||||||
Total
|
$ | 1,460,472 | $ | 14,456,424 |
Weighted-
|
||||||||
Average
|
||||||||
Exercise
|
||||||||
Shares
|
Price
|
|||||||
Outstanding, December 31, 2008
|
101,397,717 | $ | 0.05 | |||||
Granted
|
36,802,180 | 0.11 | ||||||
Exercised
|
(11,789,509 | ) | 0.024 | |||||
Canceled/Expired
|
(7,282,309 | ) | 0.039 | |||||
Outstanding, December 31, 2009
|
119,868,806 | 0.075 | ||||||
Granted
|
10,801,090 | 0.50 | ||||||
Exercised
|
(36,799,358 | ) | 0.006 | |||||
Canceled/Expired
|
(30,295,473 | ) | 0.046 | |||||
Outstanding, December 31, 2010
|
63,575,065 | $ | 0.132 | |||||
Exercisable, December 31, 2009
|
119,868,806 | $ | 0.075 | |||||
Exercisable, December 31, 2010
|
63,575,065 | $ | 0.132 |
Year Ended
December 31,
|
Range of
Exercise Prices |
Number
Outstanding
|
Weighted-
Average
Remaining
Contractual
Life (In Years)
|
Weighted-
Average
Exercise
Price
|
||||||||||
2009
|
$0.01 – $0.25 | 119,868,806 | 3.0 | $ | 0.075 | |||||||||
2010
|
$0.01 – $0.50 | 63,575,065 | 2.4 | $ | 0.132 |
December 31,
|
||||||||
2010
|
2009
|
|||||||
Notes Payable
|
$ | -0- | $ | 50,000 | ||||
Notes Payable – Related Party
|
154,482 | -0- | ||||||
Notes Payable – in Default
|
501,000 | 451,000 | ||||||
Less: Unamortized Discount
|
-0- | (21,621 | ) | |||||
Total
|
501,000 | 429,379 | ||||||
Notes Payable – in Default – Related Party
|
80,000 | 80,000 | ||||||
Total Notes Payable, Net
|
$ | 735,482 | $ | 559,000 |
December 31,
|
||||||||
2010
|
2009
|
|||||||
Convertible Debentures – in Default
|
$ | 303,853 | $ | 303,853 | ||||
Total Convertible Debentures, Net
|
$ | 303,853 | $ | 303,853 |
Exhibit
|
Exhibit Description
|
|
10.16
|
Commercial Lease, dated May 27, 2010, by and between T. D. Cox Homes, LLC and the Company
|
|
10.17 |
Commercial Lease, dated June 4, 2010, by and between Projects and Developments of Houston, LLC and the Company
|
|
10.20
|
Summary of the terms of the loans made by Rozetta-Cell Life Sciences, Inc. to the Company between July 1, 2010 and April 30, 2011
|
|
23.1
|
Consent of M&K CPAS, PLLC
|
|
31.1
|
Certification of Chief Executive Officer required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
|
|
31.2
|
Certification of Chief Financial Officer required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
|
|
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended
|
CONCERNING THE RESIDENTIAL LEASE OF THE PROPERTY AT 26022 BUDDE RD, SPRING, TX 77380.
|
|||
SPRING, TX 77380
|
between
|
||
T. D. COX HOMES, LLC
|
(Landlord) and
|
||
POWER 3 MEDICAL - HELEN PARK
|
(Tenant).
|
A.
|
FEE: Listing Broker will pay Other Broker a fee equal to:
|
|
x
|
(1)
|
50,000% of one full month’s rent that Tenant is obligated to pay under the above-referenced lease.
|
o
|
(2)
|
NA% of all rent that Tenant is obligated to pay under the primary term of the above-referenced lease.
|
o
|
(3)
|
NA .
|
The fee under this Paragraph A is earned at the time the lease is binding on the parties to the lease and is payable promptly after Tenant pays the first full month’s rent, the prorated rent, and the security deposit.
|
||
B.
|
OTHER FEES:
|
|
o
|
(1)
|
Renewals: If the parties to the above-referenced lease renew the lease, Listing Broker will pay Other Broker an additional fee equal to:
|
o
|
(a) NA% of one full month’s rent that Tenant is obligated to pay under the renewal.
|
|
o
|
(b) NA% of all rent that Tenant is obligated to pay under the renewal term.
|
|
o
|
(c) NA .
|
|
The fee under this Paragraph B(1) is earned when the renewal begins and is payable when Listing Broker receives Listing Broker’s fee for the renewal in accordance with a separate agreement between Landlord and Listing Broker. A “renewal” includes renewals, extensions, and new leases for the Property between the parties to the lease with terms greater than 30 days. This Paragraph B(1) does not apply to month-to-month renewals.
|
||
x
|
(2)
|
Sales: If Landlord agrees to sell the Property to Tenant during the term of the lease, including any renewal or extension, Listing Broker will pay Other Broker an additional fee equal to:
|
o
|
(a) 3,000% of the sales price.
|
|
o
|
(b)_____________________________________________________________________________________.
|
|
The fee under this Paragraph B(2) is earned when Landlord agrees to sell the Property to Tenant and is payable when Listing Broker receives Listing Broker’s fee for the sale in accordance with a separate agreement between Landlord and Listing Broker. “Sell” means to agree to sell, convey, or transfer a legal or equitable interest (excluding a lease) by written or oral agreement or option.
|
VIRTUAL-REAL ESTATE
|
REMAX THE WOODLANDS AND SPRING
|
|||||
Other Broker
|
License No.
|
Listing Broker
|
0475259 License No.
|
|||
By
|
/s/ STEPHEN DEMPSEY
|
5-27-10
|
By
|
/s/ MIKE SEDER
|
||
STEPHEN DEMPSEY
|
Date
|
MIKE SEDER
|
||||
2202 TIMBERLOCH PL, STE 200
|
25511 BUDDE RD #501
|
|||||
Address
|
Address
|
|||||
THE WOODLANDS, TX 77380
|
SRPING, TX 77380
|
|||||
City, State, Zip
|
City, State, Zip
|
|||||
(713) 306-2732
|
(832) 592-1897
|
281-602-8820
|
(281) 362-9496
|
|||
Phone
|
Fax
|
Phone
|
Fax
|
(TAR-2002) 10-14-03
|
Page 1 of 1
|
||
RE/MAX The Woodlands 2520 Research Forest Dr. The Woodlands, TX 77381
|
HRP
|
||
Phone: 281.367.5089
|
Fax:
|
Michael Seder
|
LEASE
|
Produced with ZipForm® by ZipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
![]() |
Texas Association of Realtors®
|
COMMERCIAL LEASE
|
USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS® IS NOT AUTHORIZED.
|
®Texas Association of REALTORS®, Inc. 2003
|
No.
|
Paragraph Description
|
Pg.
|
No. |
Paragraph Description
|
Pg.
|
|||
1.
|
Parties
|
2
|
22.
|
Holdover
|
10
|
|||
2.
|
Leased Premises
|
2
|
23.
|
Landlord’s Lien & Security Interest
|
10
|
|||
3.
|
Term
|
2
|
24.
|
Assignment and Subletting
|
10
|
|||
A.
|
Term
|
25.
|
Relocation
|
11
|
||||
B.
|
Delay of Occupancy
|
26.
|
Subordination
|
11
|
||||
4.
|
Rent and Expenses
|
3
|
27.
|
Estoppel Certificates
|
11
|
|||
A.
|
Base Monthly Rent
|
28.
|
Casualty Loss
|
11
|
||||
B.
|
First Full Month’s Rent
|
29.
|
Condemnation
|
12
|
||||
C.
|
Prorated Rent
|
30.
|
Attorney’s Fees
|
12
|
||||
D.
|
Additional Rent
|
31.
|
Representations
|
12
|
||||
E.
|
Place of Payment
|
32.
|
Brokers
|
12
|
||||
F.
|
Method of Payment
|
33.
|
Addenda
|
13
|
||||
G.
|
Late Charges
|
34.
|
Notices
|
13
|
||||
H.
|
Returned Checks
|
35.
|
Special Provisions
|
13
|
||||
5.
|
Security Deposit
|
4
|
36.
|
Agreement of the Parties
|
14
|
|||
6.
|
Taxes
|
4
|
||||||
7.
|
Utilities
|
4
|
ADDENDA & EXHIBITS (check all that apply)
|
|||||
8.
|
Insurance
|
5
|
||||||
9.
|
Use and Hours
|
5
|
x
|
Exhibit ‘A’
|
||||
10.
|
Legal Compliance
|
6
|
o
|
Exhibit _______________________________________
|
||||
11.
|
Signs
|
6
|
x
|
Commercial Lease Addendum for Broker’s Fee
|
||||
12.
|
Access By Landlord
|
7
|
o
|
Commercial Lease Expense Reimbursement Addendum
|
||||
13.
|
Move-In Condition
|
7
|
o
|
Commercial Lease Addendum for Extension Option
|
||||
14.
|
Move-Out Condition
|
7
|
o
|
Commercial Lease Addendum for Percentage Rent
|
||||
15.
|
Maintenance and Repairs
|
7
|
x
|
Commercial Lease Parking Addendum
|
||||
A.
|
Cleaning
|
o
|
Commercial Landlord’s Rules and Regulations
|
|||||
B.
|
Conditions Caused by a Party
|
o
|
Commercial Lease Guaranty
|
|||||
C.
|
Repair & Maintenance Responsibility
|
o
|
Commercial Lease Right of First Refusal Addendum
|
|||||
D.
|
Repair Persons
|
o
|
Commercial Lease Addendum for Optional Space
|
|||||
E.
|
HVAC Service Contract
|
o
|
Commercial Leasehold Construction Addendum
|
|||||
F.
|
Common Areas
|
o
|
|
|||||
G.
|
Notice of Repairs
|
o
|
|
|||||
H.
|
Failure to Repair
|
|
|
|||||
16.
|
Alterations
|
9
|
|
|||||
17.
|
Liens
|
9
|
|
|||||
18.
|
Liability
|
9
|
||||||
19.
|
Indemnity
|
9
|
|
|||||
20.
|
Default
|
9
|
|
|||||
21.
|
Abandonment, Interruption of Utilities,
|
|||||||
Removal of Property & Lockout
|
10
|
(TAR-2101) 5-26-06
|
Initialed for Identification by Tenant: HRP, ____ , and Landlord: TDC, ____
|
Page 1 of 14
|
|
RE/MAX The Woodlands 2520 Research Forest Dr. The Woodlands, TX 77381
|
|||
Phone: 281.367.5089
|
Fax:
|
Michael Seder
|
LEASE
|
Produced with ZipForm® by ZipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
![]() |
Texas Association of Realtors®
|
COMMERCIAL LEASE
|
USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS® IS NOT AUTHORIZED.
|
®Taxas Association of REALTORS®, Inc. 2003
|
1.
|
PARTIES: The parties to this lease are:
|
|||
Tenant:
|
POWER 3 MEDICAL - HELEN PARK
|
|||
; and
|
||||
Landlord:
|
T. D. COX HOMES LLC
|
|||
.
|
2.
|
LEASED PREMISES:
|
|||
A.
|
Landlord leases to Tenant the following described real property, known as the “leased premises,” along with all its improvements (Check only one box):
|
|||
o
|
(1)
|
Multiple-Tenant Property: Suite or Unit Number ________________ containing approximately ___________________________________
|
||
square feet of rentable area in _________________________________________________________________________ (project name)
|
||||
at __________________________________________________________________________________________________________
|
||||
(address) in ________________________________________ (city), _____________________________________________ (county),
|
||||
Texas, which is legally described on attached Exhibit _________________________________________________________ or as follows:
|
||||
. | ||||
x
|
(2)
|
Single-Tenant Property: The real property at: 26022 BUDDE RD, SPRING, TX 77380
|
||
__________________________________________________________________________________________________ (address) in
|
||||
SPRING (city), MONTGOMERY (county), Texas, which
|
||||
is legally described on attached Exhibit ______________________________________________________ or as follows: ____________
|
||||
LOT 55, SECTION #1 , OAK RIDGE NORTH
|
||||
. | ||||
B.
|
If Paragraph 2A(1) applies:
|
|||
(1)
|
“Property” means the building or complex in which the leased premises are located, inclusive of any common areas, drives, parking areas, and walks; and
|
|||
(2)
|
the parties agree that the rentable area of the leased premises may not equal the actual or useable area within the leased premises and may include an allocation of common areas in the Property.
|
3.
|
TERM:
|
|||
A.
|
Term: The term of this lease is 24 months and 16 days, commencing on:
|
|||
JUNE 15, 2010
|
(Commencement Date) and ending on
|
|||
JUNE 30, 2012
|
(Expiration Date).
|
(TAR-2101) 5-26-06
|
Initialed for Identification by Tenant: HRP,____ , and Landlord: TDC, ____
|
Page 2 of 14
|
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
LEASE
|
26022 BUDDE RD, SPRING, TX 77380
|
|
Commercial Lease concerning:
|
SPRING, TX 77380
|
B.
|
Delay of Occupancy: If Tenant is unable to occupy the leased premises on the Commencement Date because of construction on the leased premises to be completed by Landlord that is not substantially complete or a prior tenant’s holding over of the leased premises, Landlord will not be liable to Tenant for such delay and this lease will remain enforceable. In the event of such a delay, the Commencement Date will automatically be extended to the date Tenant is able to occupy the Property and the Expiration Date will also be extended by a like number of days, so that the length of this lease remains unchanged. If Tenant is unable to occupy the leased premises after the 90th day after the Commencement Date because of construction on the leased premises to be completed by Landlord that is not substantially complete or a prior tenant’s holding over of the leased premises, Tenant may terminate this lease by giving written notice to Landlord before the leased premises become available to be occupied by Tenant and Landlord will refund to Tenant any amounts paid to Landlord by Tenant. This Paragraph 3B does not apply to any delay in occupancy caused by cleaning or repairs.
|
|
C.
|
Unless the parties agree otherwise, Tenant is responsible for obtaining a certificate of occupancy for the leased premises if required by a governmental body.
|
|
4.
|
RENT AND EXPENSES:
|
|
A.
|
Base Monthly Rent: On or before the first day of each month during this lease, Tenant will pay Landlord base monthly rent as described on attached Exhibit 2500.00 or as follows:
|
from
|
JUNE 15, 2010
|
to
|
JUNE 30, 2010
|
:
|
$
|
2,500.00
|
:
|
|||
from
|
JULY 1, 2010
|
to
|
JULY 31, 2010
|
:
|
$
|
1,250.00
|
:
|
|||
from
|
AUGUST 1, 2010
|
to
|
AUGUST 31, 2010
|
:
|
$
|
2,500.00
|
:
|
|||
from
|
SEPTEMBER 1, 2010
|
to
|
SEPTEMBER 30, 2010
|
:
|
$
|
2,500.00
|
:
|
|||
from
|
ETC
|
to
|
ETC
|
:
|
$
|
ETC
|
.
|
B.
|
First Full Month’s Rent: The first full base monthly rent is due on or before JUNE 15, 2010
|
|
C.
|
Prorated Rent: If the Commencement Date is on a day other than the first day of a month, Tenant will pay Landlord as prorated rent, an amount equal to the base monthly rent multiplied by the following fraction: the number of days from the Commencement Date to the first day of the following month divided by the number of days in the month in which this lease commences. The prorated rent is due on or before the Commencement Date.
|
|
D.
|
Additional Rent: In addition to the base monthly rent and prorated rent. Tenant will pay Landlord all other amounts, as provided by the attached (Check all that apply.):
|
o
|
(1) Commercial Expense Reimbursement Addendum
|
||||
o
|
(2) Commercial Percentage Rent Addendum
|
||||
o
|
(3) Commercial Parking. Addendum
|
||||
o
|
(4)
|
|
|||
All amounts payable under the applicable addenda are deemed to be “rent” for the purposes of this lease.
|
|||||
E.
|
Place of Payment: Tenant will remit all amounts due Landlord under this lease to the following person at the place stated or to such other person or place as Landlord may later designate in writing: |
Name:
|
T D COX HOMES, LLC
|
|||||
Address:
|
214 NURSERY RD
|
|||||
SPRING, TX 77380
|
F.
|
Method of Payment: Tenant must pay all rent timely without demand, deduction, or offset, except as permitted by law or this lease. If Tenant fails to timely pay any amounts due under this lease or if any check of Tenant is returned to Landlord by the institution on which it was drawn, Landlord after providing written notice to Tenant may require Tenant to pay subsequent amounts that become due under this lease in certified funds. This paragraph does not limit Landlord from seeking other remedies under this lease for Tenant’s failure to make timely payments with good funds. |
(TAR-2101) 5-26-06
|
Initialed for Identification by Tenant: HRP, ____ , and Landlord: TDC, ____
|
Page 3 of 14
|
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
LEASE
|
26022 BUDDE RD, SPRING, TX 77380
|
|
Commercial Lease concerning:
|
SPRING, TX 77380
|
G.
|
Late Charges: If Landlord does not actually receive a rent payment at the designated place of payment within 5 days after the date it is due, Tenant will pay Landlord a late charge equal to 5% of the amount due. In this paragraph, the mailbox is not the agent for receipt for Landlord. The late charge is a cost associated with the collection of rent and Landlord’s acceptance of a late charge doss not waive Landlord’s right to exercise remedies under Paragraph 20.
|
||
H.
|
Returned Checks: Tenant will pay $ 25.00 (not to exceed $25) for each check Tenant tenders to Landlord which is returned by the institution on which it is drawn for any reason, plus any late charges until Landlord receives payment.
|
A.
|
Upon execution of this lease, Tenant will pay $ 2,500.00 to Landlord as a security deposit.
|
||
B.
|
Landlord may apply the security deposit to any amounts owed by Tenant under this lease. If Landlord applies any part of the security deposit during any time this lease is in effect to amounts owed by Tenant, Tenant must, within 10 days after receipt of notice from Landlord, restore the security deposit to the amount stated.
|
||
C.
|
Within 60 days after Tenant surrenders the leased premises and provides Landlord written notice of Tenant’s forwarding address, Landlord will refund the security deposit less any amounts applied toward amounts owed by Tenant or other charges authorized by this lease.
|
||
6.
|
TAXES: Unless otherwise agreed by the parties. Landlord will pay all real property ad valorem taxes assessed against the leased premises.
|
||
7.
|
UTILITIES:
|
||
A.
|
The party designated below will pay for the following utility charges to the leased premises and any connection charges for the utilities, (check all that apply.)
|
N/A
|
Landlord
|
Tenant
|
|||||
(1)
|
Water
|
o
|
o
|
x
|
|||
(2)
|
Sewer
|
o
|
o
|
x
|
|||
(3)
|
Electric
|
o
|
o
|
x
|
|||
(4)
|
Gas
|
o
|
o
|
x
|
|||
(5)
|
Telephone
|
o
|
o
|
x
|
|||
(6)
|
Trash
|
o
|
o
|
x
|
|||
(7)
|
Cable
|
o
|
o
|
x
|
|||
(8)
|
VACANT PORTION OF LOT-LAWN MAINT.
|
o
|
x
|
o
|
|||
(9)
|
All other utilities
|
o
|
o
|
x
|
B.
|
The party responsible for the charges under Paragraph 7A will pay the charges directly to the utility service provider. The responsible party may select the utility service provider except that if Tenant selects the provider, any access or alterations to the Property or leased premises necessary for the utilities may be made only with Landlord’s prior consent, which Landlord will not unreasonably withhold. If Landlord incurs any liability for utility or connection charges for which Tenant is responsible to pay and Landlord pays such amount, Tenant will immediately upon written notice from Landlord reimburse Landlord such amount.
|
(TAR-2101)5-26-06
|
Initialed for Identification by Tenant: HRP, ____ , and Landlord: TDC, ____
|
Page 4 of 14
|
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
LEASE
|
26022 BUDDE RD, SPRING, TX 77380
|
|
Commercial Lease concerning:
|
SPRING, TX 77380
|
C.
|
Notice: Tenant should determine if all necessary utilities are available to the leased premises and are adequate for Tenant’s intended use.
|
|||
D.
|
After-Hours HVAC Charges: “HVAC services” means heating, ventilating, and air conditioning of the leased premises, (check one box only.)
|
|||
x
|
(1)
|
Landlord is obligated to provide the HVAC services to the leased premises only during the Property’s operating hours specified under Paragraph 9C.
|
||
o
|
(2)
|
Landlord will provide the HVAC services to the leased premises during the operating hours specified under Paragraph 9C for no additional charge and will, at Tenant’s request, provide HVAC services to the leased premises during other hours for an additional charge of $ per hour. Tenant will pay Landlord the charges under this paragraph immediately upon receipt of Landlord’s Invoice. Hourly charges are charged on a half-hour basis. Any partial hour will be rounded up to the next half hour. Tenant will comply with Landlord’s procedures to make a request to provide the additional HVAC services under this paragraph.
|
||
o
|
(3)
|
Tenant will pay for the HVAC services under this lease.
|
||
8.
|
INSURANCE:
|
|||
A.
|
During all times this lease is in effect, Tenant must, at Tenant’s expense, maintain in full force and effect from an insurer authorized to operate in Taxes:
|
|||
(1)
|
public liability Insurance in an amount not less than $1,000,000.00 on an occurrence basis naming Landlord as an additional Insured; and
|
|||
(2)
|
personal property damage Insurance for Tanant’s business operations and contents on the leased premises in an amount sufficient to replace such contents after a casualty loss.
|
|||
B.
|
Before the Commencement Date, Tenant must provide Landlord with a copy of insurance certificates evidencing the required coverage. If the insurance coverage is renewed or changes in any manner or degree at any time this lease is in effect, Tenant must, not later than 10 days after the renewal or change, provide Landlord a copy of an insurance certificate evidencing the renewal or change.
|
|||
C.
|
If Tenant fails to maintain the required Insurance in full force and effect at all times this lease is in effect, Landlord may:
|
|||
(1)
|
purchase insurance that will provide Landlord the same coverage as the required insurance and Tenant must immediately reimburse Landlord for such expense; or
|
|||
(2)
|
exercise Landlord’s remedies under Paragraph 20.
|
|||
D.
|
Unless the parties agree otherwise, Landlord will maintain in full force and effect insurance for: (1) fire and extended coverage in an amount to cover the reasonable replacement cost of the Improvements of the Property; and (2) any public liability insurance in an amount that Landlord determines reasonable and appropriate.
|
|||
E.
|
If there is an increase in Landlord’s insurance premiums for the leased premises or Property or its contents that is caused by Tenant, Tenant’s use of the leased premises, or any improvements made by or for Tenant, Tenant will, for each year this lease is in effect, pay Landlord the increase immediately after Landlord notifies Tenant of the increase. Any charge to Tenant under this Paragraph 8E will be equal to the actual amount of the increase in Landlord’s insurance premium.
|
|||
9. | USE AND HOURS: |
A.
|
Tenant may use the leased premises for the following purpose and no other: MEDICAL OFFICES-ADMINISTRATIVE SERVICES
|
|||
. |
(TAR-2101) 5-26-06
|
Initialed for Identification by Tenant: HRP, ____ ,and Landlord: TDC, ____
|
Page 5 of 14
|
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
LEASE
|
26022 BUDDE RD, SPRING, TX 77380
|
|
Commercial Lease concerning:
|
SPRING, TX 77380
|
B.
|
Unless otherwise specified in this lease, Tenant will operate and conduct its business in the leased premises during business hours that are typical of the Industry in which Tenant represents it operates.
|
||
C.
|
The Property maintains operating hours of (specify hours, days of week, and if inclusive or exclusive of weekends and holidays):___________________________________________________________________________________________________________
|
. |
10.
|
LEGAL COMPLIANCE:
|
||
A.
|
Tenant may not use or permit any part of the leased premises or the Property to be used for:
|
||
(1)
|
any activity which is a nuisance or is offensive, noisy, or dangerous;
|
||
(2)
|
any activity that interferes with any other tenant’s normal business operations or Landlord’s management of the Property;
|
||
(3)
|
any activity that violates any applicable law, regulation, zoning ordinance, restrictive covenant, governmental order, owners’ association rules, tenants’ association rules, Landlord’s rules or regulations, or this lease;
|
||
(4)
|
any hazardous activity that would require any insurance premium on the Property or leased premises to increase or that would void any such insurance;
|
||
(5)
|
any activity that violates any applicable federal, state, or local law, including but not limited to those laws related to air quality, water quality, hazardous materials, wastewater, waste disposal, air emissions, or other environmental matters;
|
||
(6)
|
the permanent or temporary storage of any hazardous material; or
|
||
(7)
|
|||
____________________________________________________________________________________________________________ .
|
|||
B.
|
“Hazardous material” means any pollutant, toxic substance, hazardous waste, hazardous material, hazardous substance, solvent, or oil as defined by any federal, state, or local environmental law, regulation, ordinance, or rule existing as of the date of this lease or later enacted.
|
||
C.
|
Landlord does not represent or warrant that the leased premises or Property conform to applicable restrictions, zoning ordinances, setback lines, parking requirements, impervious ground cover ratio requirements, and other matters that may relate to Tenant’s Intended use. Tenant must satisfy itself that the leased premises may be used as Tenant intends by independently investigating all matters related to the use of the leased premises or Property, Tenant agrees that it is not relying on any warranty or representation made by Landlord, Landlord’s agent, or any broker concerning the use of the leased premises or Property.
|
||
11.
|
SIGNS:
|
||
A.
|
Tenant may not post or paint any signs at, on, or about the leased premises or Property without Landlord’s written consent. Landlord may remove any unauthorized sign, and Tenant will promptly reimburse Landlord for its cost to remove any unauthorized sign.
|
||
B.
|
Any authorized sign must comply with all laws, restrictions, zoning ordinances, and any governmental order relating to signs on the leased premises or Property. Landlord may temporarily remove any authorized sign to complete repairs or alterations to the leased premises or the Property.
|
||
C.
|
By providing written notice to Tenant before this lease ends, Landlord may require Tenant, upon move-out and at Tenant’s expense, to remove, without damage to the Property or leased premises, any or all signs that were placed on the Property or leased premises by or at the request of Tenant, Any signs that Landlord does not require Tenant to remove and that are fixtures, become the property of the Landlord and must be surrendered to Landlord at the time this lease ends.
|
(TAR-2101) 5-26-06 Initialed for Identification by Tenant: HRP, _____, and Landlord: TDC, _____
|
Page 6 of 14
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
LEASE
|
26022 BUDDE RD, SPRING, TX 77380
|
|
Commercial Lease concerning:
|
SPRING, TX 77380
|
12.
|
ACCESS BY LANDLORD:
|
|
A.
|
During Tenant’s normal business hours Landlord may enter the leased premises for any reasonable purpose, including but not limited to purposes for repairs, maintenance, alterations, and showing the leased premises to prospective tenants or purchasers. Landlord may access the leased premises after Tenant’s normal business hours If: (1) entry is made with Tenant’s permission; or (2) entry is necessary to complete emergency repairs. Landlord will not unreasonably interfere with Tenant’s business operations when accessing the leased premises.
|
|
B.
|
During the last 30 days of this lease, Landlord may place a “For Lease” or similarly worded sign in the leased premises.
|
|
13.
|
MOVE-IN CONDITION: Tenant has inspected the leased premises and accepts it in its present (as-is) condition unless expressly noted otherwise in this lease. Landlord and any agent have made no express or implied warranties as to the condition or permitted use of the leased premises or Property.
|
|
14.
|
MOVE-OUT CONDITION AND FORFEITURE OF TENANT’S PERSONAL PROPERTY:
|
|
A.
|
At the time this lease ends, Tenant will surrender the leased premises in the same condition as when received, except for normal wear and tear. Tenant will leave the leased premises in a clean condition free of all trash, debris, personal property, hazardous materials, and environmental contaminants.
|
|
B.
|
If Tenant leaves any personal property in the leased premises after Tenant surrenders possession of the leased premises, Landlord may: (1) require Tenant, at Tenant’s expense, to remove the personal property by providing written notice to Tenant; or (2) retain such personal property as forfeited property to Landlord.
|
|
C.
|
“Surrender” means vacating the leased premises and returning all keys and access devices to Landlord, “Normal wear and tear” means deterioration that occurs without negligence, carelessness, accident, or abuse.
|
|
D.
|
By providing written notice to Tenant before this lease ends, Landlord may require Tenant, upon move-out and at Tenant’s expense, to remove, without damage to the Properly or leased promises, any or all fixtures that were placed on the Property or leased premises by or at the request of Tenant. Any fixtures that Landlord does not require Tenant to remove become the property of the Landlord and must be surrendered to Landlord at the time this lease ends.
|
|
15.
|
MAINTENANCE AND REPAIRS:
|
|
A.
|
Cleaning: Tenant must keep the leased premises clean and sanitary and promptly dispose of all garbage in appropriate receptacles. o Landlord x Tenant will provide, at its expense, janitorial services to the leased premises that are customary and ordinary for the property type. Tenant will maintain any grease trap on the Property which Tenant uses, Including but not limited to periodic emptying and cleaning, as well as making any modification to the grease trap that may be necessary to comply with any applicable law.
|
|
B.
|
Repairs of Conditions Caused by a Party: Each party must promptly repair a condition in need of repair that is caused, either intentionally or negligently, by that party or that party’s guests, patrons, invitees, contractors or permitted subtenants.
|
(TAR-2101) 5-26-06 Initialed for Identification by Tenant: HRP, ____, and Landlord: TDC, ____
|
Page 7 of 14
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
LEASE
|
26022 BUDDE RD, SPRING, TX 77380
|
|
Commercial Lease concerning:
|
SPRING, TX 77380
|
C.
|
Repair and Maintenance Responsibility: Except as otherwise provided by this Paragraph 15, the party designated below, at its expense, is responsible to maintain and repair the following specified items in the leased premises (if any). The specified items must be maintained in clean and good operable condition. If a governmental regulation or order requires a modification to any of the specified items, the party designated to maintain the item must complete and pay the expanse of the modification. The specified items include and relate only to real property in the leased premises. Tenant is responsible for the repair and maintenance of its personal property. (Check all that apply.)
|
N/A
|
Landlord
|
Tenant
|
||||||
(1)
|
Foundation, exterior walls, roof, and other structural components
|
o
|
x
|
o
|
||||
(2)
|
Glass and windows
|
o
|
x
|
o
|
||||
(3)
|
Fire protection equipment and fire sprinkler systems
|
o
|
x
|
o
|
||||
(4)
|
Exterior & overhead doors, including closure devices, molding locks, and hardware
|
o
|
x
|
o
|
||||
(5)
|
Grounds maintenance, including landscaping and irrigation systems
|
o
|
x
|
x
|
||||
(6)
|
Interior doors, including closure devices, frames, molding, locks, and hardware
|
o
|
x
|
o
|
||||
(7)
|
Parking areas and walks
|
o
|
x
|
o
|
||||
(8)
|
Plumbing systems, drainage systems, electrical systems, and mechanical systems, except systems or items specifically designated otherwise
|
o
|
x
|
o
|
||||
(9)
|
Ballast and lamp replacement
|
o
|
x
|
o
|
||||
(10)
|
Heating, Ventilation and Air Conditioning (HVAC) systems
|
o
|
x
|
o
|
||||
(11)
|
Signs and lighting:
|
|||||||
(a) Pylon
|
o
|
o
|
x
|
|||||
(b) Faoia
|
o
|
o
|
x
|
|||||
(c) Monument
|
o
|
o
|
x
|
|||||
(d) Door/Suite
|
o
|
o
|
x
|
|||||
(12)
|
Extermination and pest control, excluding wood-destroying insects
|
o
|
o
|
x
|
||||
(13)
|
Fences and Gates
|
o
|
x
|
o
|
||||
(14)
|
Storage yards and storage buildings
|
x
|
o
|
o
|
||||
(15)
|
Wood-destroying insect treatment and repairs
|
o
|
x
|
o
|
||||
(16)
|
Cranes and related systems
|
x
|
o
|
o
|
||||
(17)
|
o
|
o
|
o
|
|||||
(18)
|
o
|
o
|
o
|
|||||
(19)
|
All other items and systems.
|
x
|
o
|
D.
|
Repair Persons: Repairs must be completed by trained, qualified, and insured repair persons.
|
|
E.
|
HVAC Service Contract: If Tenant maintains the HVAC system under Paragraph 150(10), Tenant o is x is not required to maintain, at its expenses, a regularly scheduled maintenance and service contract for the HVAC system. The maintenance and service contract must be purchased from a HVAC maintenance company that regularly provides such contracts to similar properties, if Tenant fails to maintain a required HVAC maintenance and service contract in effect at all times during this lease, Landlord may do so and charge Tenant the expense of such a maintenance and service contract or exercise Landlord’s remedies under Paragraph 20.
|
|
F.
|
Common Areas: Landlord will maintain any common areas in the Property in a manner as Landlord determines to be in the best interest of the Property. Landlord will maintain any elevator and signs in the common area. Landlord may change the size, dimension, and location of any common areas, provided that such change does not materially impair Tenant’s use and access to the leased premises. Tenant has the non-exclusive license to use the common areas in compliance with Landlord’s rules and restrictions. Tenant may not solicit any business in the common areas or interfere with any other person’s right to use the common areas. This paragraph does not apply if Paragraph 2A(2) applies.
|
(TAR-2101) 5-26-06 Initialed for Identification by Tenant: HRP, ____ , and Landlord: TDC, ____
|
Page 8 of 14
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
LEASE
|
26022 BUDDE RD, SPRING, TX 77380
|
|
Commercial Lease concerning:
|
SPRING, TX 77380
|
G.
|
Notice of Repairs: Tenant must promptly notify Landlord of any item that is in need of repair and that is Landlord’s responsibility to repair. All requests for repairs to Landlord must be in writing.
|
|
H.
|
Failure to Repair: Landlord must make a repair for which Landlord is responsible within a reasonable period of time after Tenant provides Landlord written, notice of the needed repair. If Tenant fails to repair or maintain an item for which Tenant is responsible within 10 days after Landlord provides Tenant written notice of the needed repair or maintenance, Landlord may: (1) repair or maintain the item, without liability for any damage or loss to Tenant, and Tenant must immediately reimburse Landlord for the cost to repair or maintain; or (2) exercise Landlord’s remedies under Paragraph 20.
|
|
16.
|
ALTERATIONS:
|
|
A.
|
Tenant may not alter, improve, or add to the Property or the leased premises without Landlord’s written consent. Landlord will not unreasonably withhold consent for the Tenant to make reasonable non-structural alterations, modifications, or improvements to the leased premises.
|
|
B.
|
Tenant may not alter any locks or any security devices on the Property or the leased premises without Landlord’s consent. If Landlord authorizes the changing, addition, or rekeying of any locks or other security devices, Tenant must immediately deliver the new keys and access devices to Landlord.
|
|
C.
|
If a governmental order requires alteration or modification to the leased premises, the party obligated to maintain and repair the item to be modified or altered as designated in Paragraph 16 will, at its expense, modify or alter the item in compliance with the order and in compliance with Paragraphs 16A and 17.
|
|
D.
|
Any alterations, improvements, fixtures or additions to the Property or leased premises installed by either party during the term of this lease will become Landlord’s property and must be surrendered to Landlord at the time this lease ends, except for those fixtures Landlord requires Tenant to remove under Paragraph 11 or 14 or if the parties agree otherwise in writing.
|
|
17.
|
LIENS: Tenant may not do anything that will cause the title of the Property or leased premises to be encumbered in any way. If Tenant causes a lien to be filed against the Property or leased premises, Tenant will within 20 days after receipt of Landlord’s demand; (1) pay the lien and have the lien released of record; or (2) take action to discharge the lien. Tenant will provide Landlord a copy of any release Tenant obtains pursuant to this paragraph. | |
18.
|
LIABILITY: To the extent permitted by law, Landlord is NOT responsible to Tenant or Tenant’s employees, patrons, guests, or invitees for any damages, injuries, or losses to person or property caused by:
|
|
A.
|
an act, omission, or neglect of: Tenant: Tenant’s agent; Tenant’s guest: Tenant’s employees: Tenant’s patrons: Tenant’s invitees: or any other tenant on the Property:
|
|
B.
|
fire, flood, water leaks, ice, snow, hail, winds, explosion, smoke, riot, strike, Interruption of utilities, theft, burglary, robbery, assault, vandalism, other persons, environmental contaminants, or other occurrences or casualty losses.
|
|
19.
|
INDEMNITY: Each party will indemnify and hold the other party harmless from any property damage, personal injury, suits, actions, liabilities, damages. cost of repairs or service to the leased premises or Property, or any other loss caused, negligently or otherwise, by that party or that party’s employees, patrons, guests, or invitees.
|
|
20.
|
DEFAULT:
|
|
A.
|
If Landlord fails to comply with this lease within 30 days after Tenant notifies Landlord of Landlord’s failure to comply, Landlord will be in default and Tenant may seek any remedy provided by law. If, however, Landlord’s non-compliance reasonably requires more than 30 days to cure, Landlord will not be in default if the cure is commenced within the 30-day period and is diligently pursued.
|
(TAR-2101) 5-26-06 Initialed for Identification by Tenant: HRP, ____ , and Landlord: TDC, ____
|
Page 9 of 14
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
LEASE
|
26022 BUDDE RD, SPRING, TX 77380
|
|
Commercial Lease concerning:
|
SPRING, TX 77380
|
B.
|
If Landlord does not actually receive at the place designated for payment any rent due under this lease within 5 days after it is due, Tenant will be in default. If Tenant falls to comply with this lease for any other reason within 10 days after Landlord notifies Tenant of its failure to comply, Tenant will be in default.
|
||
C.
|
If Tenant is in default, Landlord may: (i) terminate Tenant’s right to occupy the leased premises by providing Tenant with at least 3 days written notice; and (ii) accelerate all rents which are payable during the remainder of this lease or any renewal period without notice or demand. Landlord will attempt to mitigate any damage or lose caused by Tenant’s breach by using commercially reasonable means. If Tenant is in default, Tenant will be liable for:
|
||
(1)
|
any lost rent;
|
||
(2)
|
Landlord’s cost of reletting the leased premises, Including brokerage fees, advertising fees, and other fees necessary to relet the leased premises;
|
||
(3)
|
repairs to the leased premises for use beyond normal wear and tear;
|
||
(4)
|
all Landlord’s costs associated with eviction of Tenant, such as attorney’s fees, court costs, and prejudgment interest;
|
||
(5)
|
all Landlord’s costs associated with collection of rent such as collection fees, late charges, and returned check charges;
|
||
(6)
|
cost of removing any of Tenant’s equipment or fixtures left on the leased premises or Property;
|
||
(7)
|
cost to remove any trash, debris, personal property, hazardous materials, or environmental contaminants left by Tenant or Tenant’s employees, patrons, guests, or invitees in the leased premises or Properly;
|
||
(8)
|
cost to replace any unreturned keys or access devices to the leased premises, parking areas, or Property;
|
||
(9)
|
any other recovery to which Landlord may be entitled under this lease or under law.
|
||
21.
|
ABANDONMENT, INTERRUPTION OF UTILITIES, REMOVAL OF PROPERTY, AND LOCKOUT: Chapter 93 of the Texas Property Code governs the rights and obligations of the parties with regard to; (a) abandonment of the leased premises; (b) interruption of utilities; (c) removal of Tenant’s property; and (d) “lock-out” of Tenant.
|
||
22.
|
HOLDOVER: If Tenant fails to vacate the leased premises at the time this lease ends, Tenant will become a tenant-at-will and must vacate the leased premises immediately upon receipt of demand from Landlord. No holding over by Tenant, with or without the consent of Landlord, will extend this lease. Tenant will indemnify Landlord and any prospective tenants for any and all damages caused by the holdover. Rent for any holdover period will be 2 times the base monthly rent plus any additional rent calculated on a daily basis and will be immediately due and payable daily without notice or demand.
|
||
23.
|
LANDLORD’S LIEN AND SECURITY INTEREST: To secure Tenant’s performance under this lease, Tenant grants to Landlord a lien and security interest against all of Tenant’s nonexempt Tangible personal property that is in the leased premises or Property. This lease is a security agreement for the purposes of the Uniform Commercial Code. Landlord may file a copy of this lease as a financing statement.
|
||
24.
|
ASSIGNMENT AND SUBLETTING: Landlord may assign this lease to any subsequent owner of the Property. Tenant may not assign this lease or sublet any part of the leased premises without Landlord’s written consent. An assignment of this lease or subletting of the leased premises without Landlord’s written consent is voidable by Landlord. If Tenant assigns this lease or sublets any part of the leased premises, Tenant will remain liable for all of Tenant’s obligations under this lease regardless if the assignment or sublease is made with or without the consent of Landlord.
|
(TAR-2101) 5-26-06 Initialed for Identification by Tenant: HRP, ____ , and Landlord: TDC, ____
|
Page 10 of 14
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
LEASE
|
26022 BUDDE RD, SPRING, TX 77380
|
|
Commercial Lease concerning:
|
SPRING, TX 77380
|
25.
|
RELOCATION:
|
||
o
|
A.
|
By providing Tenant with not less than 90 days advanced written notice, Landlord may require Tenant to relocate to another location in the Property, provided that the other location is equal in size or larger than the leased premises then occupied by Tenant and contains similar leasehold improvements. Landlord will pay Tenant’s reasonable out-of-pocket moving expenses for moving to the other location. “Moving expenses” means reasonable expenses payable to professional movers, utility companies for connection and disconnection fees, wiring companies for connecting and disconnecting Tenant’s office equipment required by the relocation, and printing companies for reprinting Tenant’s stationary and business cards. A relocation of Tenant will not change or affect any other provision of this lease that is then in effect, including rent and reimbursement amounts, except that the description of the suite or unit number will automatically be amended.
|
|
x
|
B.
|
Landlord may not require Tenant to relocate to another location in the Property without Tenant’s prior consent.
|
|
26.
|
SUBORDINATION:
|
||
A.
|
This lease and Tenant’s leasehold interest are and will be subject, subordinate, and inferior to:
|
||
(1)
|
any lien, encumbrance, or ground lease now or hereafter placed on the leased premises or the Property that Landlord authorizes;
|
||
(2)
|
all advances made under any such lien, encumbrance, or ground lease;
|
||
(3)
|
the interest payable on any such lien or encumbrance;
|
||
(4)
|
any and all renewals and extensions of any such lien, encumbrance, or ground lease;
|
||
(5)
|
any restrictive covenant affecting the leased premises or the Property; and
|
||
(6)
|
the rights of any owners’ association affecting the leased premises or Property.
|
||
B.
|
Tenant must, on demand, execute a subordination, altornment, and non-disturbance agreement that Landlord may request that Tenant execute, provided that such agreement is made on the condition that this lease and Tenant’s rights under this lease are recognized by the lien-holder.
|
||
27.
|
ESTOPPEL CERTIFICATES: Within 10 days after receipt of a written request from Landlord, Tenant will execute and deliver to Landlord an estoppel certificate that identifies the terms and conditions of this lease.
|
||
28.
|
CASUALTY LOSS:
|
||
A.
|
Tenant must immediately notify Landlord of any casualty loss in the leased premises. Within 20 days after receipt of Tenant’s notice of a casualty loss, Landlord will notify Tenant if the leased premises are less than or more than 50% unusable, on a per square foot basis, and if Landlord can substantially restore the leased premises within 120 days after Tenant notifies Landlord of the casualty loss.
|
||
B.
|
If the leased premises are less than 50% unusable and Landlord can substantially restore the leased premises within 120 days after Tenant notifies Landlord of the casualty, Landlord will restore the leased premises to substantially the same condition as before the casualty. If Landlord fails to substantially restore within the time required, Tenant may terminate this lease.
|
||
C.
|
If the leased premises are more than 50% unusable and Landlord can substantially restore the leased premises within 120 days after Tenant notifies Landlord of the casually, Landlord may: (1) terminate this lease; or (2) restore the leased premises to substantially the same condition as before the casualty. If Landlord chooses to restore and does not substantially restore the leased premises within the time required, Tenant may terminate this lease.
|
||
D.
|
If Landlord notifies Tenant that Landlord cannot substantially restore the leased premises within 120 days after Tenant notifies Landlord of the casualty loss, Landlord may: (1) choose not to restore and terminate this lease; or (2) choose to restore, notify Tenant of the estimated time to restore, and give Tenant the option to terminate this lease by notifying Landlord within 10 days.
|
(TAR-2101) 5-26-08 Initialed for Identification by Tenant: HRP, ____, and Landlord: TDC, ____
|
Page 11 of 14
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
LEASE
|
26022 BUDDE RD, SPRING, TX 77380
|
|
Commercial Lease concerning:
|
SPRING, TX 77380
|
E.
|
If this lease dose not terminate because of a casualty loss, rent will be reduced from the date Tenant notifies Landlord of the casualty loss to the date the leased premises are substantially restored by an amount proportionate to the extent the leased premises are unusable.
|
||
29.
|
CONDEMNATION: If after a condemnation or purchase in lieu of condemnation the leased premises are totally unusable for the purposes stated in this lease, this lease will terminate. If after a condemnation or purchase in lieu of condemnation the leased premises or Property are partially unusable for the purposes of this lease, this lease will continue and rent will be reduced in an amount proportionate to the extent the leased premises are unusable. Any condemnation award or proceeds in lieu of condemnation are the property of Landlord and Tenant has no claim to such proceeds or award. Tenant may seek compensation from the condemning authority for its moving expenses and damages to Tenant’s personal property.
|
||
30.
|
ATTORNEY’S FEES: Any person who is a prevailing party in any legal proceeding brought under or related to the transaction described in this lease is entitled to recover prejudgment interest, reasonable attorney’s fees, and all other costs of litigation from the nonprevailing party.
|
||
31.
|
REPRESENTATIONS:
|
||
A.
|
Tenant’s statements in this lease and any application for rental are material representations relied upon by Landlord. Each party signing this lease represents that he or she is of legal age to enter into a binding contract and is authorized to sign the lease. If Tenant makes any misrepresentation in this lease or in any application for rental, Tenant is in default.
|
||
B.
|
Landlord is not aware of any material defect on the Property that would affect the health and safety of an ordinary person or any environmental hazard on or affecting the Property that would affect the health or safety of an ordinary person, except: ________________________________
|
||
.
|
|||
C.
|
Each party and each signatory to this lease represents that: (1) It is not a person named as a Specially Designated National and Blocked Person as defined in Presidential Executive Order 13224; (2) It is not acting, directly or indirectly, for or on behalf of a Specially Designated and Blocked Person; and (3) is not arranging or facilitating this lease or any transaction related to this lease for a Specially Designated and Blocked Person. Any party or any signatory to this lease who is a Specially Designated and Blocked person will indemnify and hold harmless any other person who relies on this representation and who suffers any claim, damage, loss, liability or expense as a result of this representation.
|
||
32.
|
BROKERS:
|
A.
|
The brokers to this lease are:
|
|||||||
VIRTUAL-REAL ESTATE
|
REMAX THE WOODLANDS AND SPRING
|
|||||||
Cooperating Broker
|
License No.
|
Principal Broker
|
0475259 License No.
|
|||||
2202 TIMBERLOCH STE 200
|
25511 BUDDE RD #501
|
|||||||
SPRING, TX 77380
|
||||||||
Address
|
Address
|
|||||||
(713) 306-2732
|
(832) 592 -1897
|
(281) 602-8820
|
(281) 362-9496
|
|||||
Phone
|
Fax
|
Phone
|
Fax
|
|||||
STEPEHEN@ DEMPSEYPROPERTIES.COM
|
SEDER@MIKESEDER.COM
|
|||||||
E-mail
|
E-mail
|
|||||||
Cooperating Broker represents Tenant.
|
Principal Broker: (Check only one box)
|
|||||||
x
|
represents Landlord only.
|
|||||||
o
|
represents Tenant only.
|
|||||||
o
|
is an intermediary between Landlord and Tenant.
|
(TAR-2101) 5-26-06 Initialed for Identification by Tenant: HRP, _____, and Landlord: TDC, ____. |
Page 12 of 14
|
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
LEASE
|
26022 BUDDE RD, SPRING, TX 77380
|
|
Commercial Lease concerning:
|
SPRING, TX 77380
|
B.
|
Fees:
|
|||||||
x
|
(1) Principal Broker’s fee will be paid according to: (Check only one box).
|
|||||||
o
|
(a) a separate written commission agreement between Principal Broker and:
|
|||||||
o Landlord o Tenant.
|
||||||||
x
|
(b)
|
the attached Addendum for Broker’s Fee.
|
||||||
x
|
(2) Cooperating Broker’s fee will be paid according to: (Check only one box).
|
|||||||
o
|
(a) a separate written commission agreement between Cooperating Broker and:
|
|||||||
o Principal Broker o Landlord o Tenant.
|
||||||||
x
|
(b) the attached Addendum for Broker’s Fee.
|
|||||||
33.
|
ADDENDA: Incorporated into this lease are the addenda, exhibits and other information marked in the Addenda and Exhibit section of the Table of Contents. If Landlord’s Rules and Regulations are made part of this lease, Tenant agrees to comply with the Rules and Regulations as Landlord may, at its discretion, amend from time to time.
|
|||||||
34.
|
NOTICES: All notices under this lease must be in writing and are effective when hand-delivered, sent by mail, or sent by facsimile transmission to:
|
|||||||
Tenant at the leased premises,
and a copy to: ______________________________________________________________________________________________________
|
||||||||
Address: ____________________________________________________________________________________________ | ||||||||
Phone: ________________________________________________ |
Fax:
|
___________________________________________ | ||||||
o Tenant also consents to receive notices by e-mail at: ______________________________________________________________________
|
||||||||
Landlord at: _____________________________________________________________________________________________________
|
||||||||
Address: 214 NURSERY RD, SPRING, TX 77380 | ||||||||
Phone: (281) 364-1800 |
Fax:
|
(281) 364-0846
|
||||||
and a copy to: _____________________________________________________________________________________________________
|
||||||||
Address: ____________________________________________________________________________________________ | ||||||||
Phone: ________________________________________________ |
Fax:
|
___________________________________________ | ||||||
o Landlord also consents to receive notices by e-mail at:
|
TOM@TDCHOMES.NET
|
|||||||
35.
|
SPECIAL PROVISIONS:
|
|||||||
THE TENANTS HAS THE RIGHT TO EXTEND THIS LEASE FOR ANOTHER 2 YEARS AT MARKET PRICING WITH 30 DAYS NOTICE.
|
||||||||
THE TENANTS HAVE THE 1ST RIGHT OF REFUSAL TO PURCHASE THE PROPERTY AT ANY TIME DURING THE LEASE AT A PRICE TO BE AGREED UPON AT A FUTURE DATE.
|
(TAR-2101) 5-26-06 Initialed for Identification by Tenant: HRP, ___ , and Landlord: TDC, ___. |
Page 13 of 14
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
LEASE
|
26022 BUDDE RD, SPRING, TX 77380
|
|
Commercial Lease concerning:
|
SPRING, TX 77380
|
36.
|
AGREEMENT OF PARTIES:
|
|
A.
|
Entire Agreement: This lease containe the entire agreement between Landlord and Tenant and may not be changed except by written agreement.
|
|
B.
|
Binding Effect: This lease is binding upon and inures to the benefit of the parties and their respective hairs, executors, administrators, successors, and permitted assigns.
|
|
C.
|
Joint and Several: All Tenants are jointly and severally liable for all provisions of this lease. Any act or notice to, or refund to, or signature of, any one or more of the Tenants regarding any term of this lease, its renewal, or its termination is binding on all Tenants.
|
|
D.
|
Controlling Law: The laws of the State of Texas govern the interpretation, performance, and enforcement of this lease.
|
|
E.
|
Severable Clauses: If any clause in this lease is found invalid or unenforceable by a court of law, the remainder of this lease will not be affected and all other provisions of this lease will remain valid and enforceable.
|
|
F.
|
Waiver: Landlord’s delay, waiver, or non-enforcement of acceleration, contractual or statutory lien, rental due date, or any other right will not be deemed a waiver of any other or subsequent breach by Tenant or any other term in this lease.
|
|
G.
|
Quiet Enjoyment: Provided that Tenant is not in default of this lease. Landlord covenants that Tenant will enjoy possession and use of the leased premises free from material interference.
|
|
H.
|
Force Majeure: If Landlord’s performance of a term in this lease is delayed by strike, lock-out, shortage of material, governmental restriction, riot, flood, or any cause outside Landlord’s control, the time for Landlord’s performance will be abated until after the delay.
|
|
I.
|
Time: Time is of the essence. The parties require strict compliance with the times for performance.
|
|
Brokers are not qualified to render legal advice, property inspections, surveys, engineering studies, environmental assessments, tax advice, or compliance inspections. The parties should seek experts to render such services. READ THIS LEASE CAREFULLY. If you do not understand the effect of this Lease, consult your attorney BEFORE signing.
|
POWER 3 MEDICAL
|
T. D. COX HOMES, LLC
|
||||||||
Tenant
|
Landlord
|
||||||||
By
|
/s/ Helen R. Park
|
5/27/10
|
By
|
/s/ Thomas D. Cox
|
|||||
Date
|
Date
|
||||||||
Printed Name
|
Helen R. Park
|
|
Printed Name
|
||||||
Title
|
CEO
|
|
Title
|
Tenant
|
Landlord
|
|||||||
By
|
By
|
|||||||
Date
|
Date
|
|||||||
Printed Name
|
Printed Name
|
|||||||
Title
|
Title
|
(TAR-2101) 5-26-06
|
Page 14 of 14
|
||
Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com |
|
LEASE
|
ADDENDUM TO THE COMMERCIAL LEASE BETWEEN THE UNDERSIGNED PARTIES CONCERNING THE LEASED PREMISES AT 26022 BUDDE RD,
|
||
SPRING, TX 77380, SPRING, TX 77380 | ||
A.
|
Parking Type:
|
||
x
|
(1)
|
Common Parking: Tenant and Tenant’s employees may park no more than 8 vehicles on the Property in the common parking areas located on the Property.
|
|
o
|
(2)
|
Restricted Common Parking for Tenants: Tenant and Tenant’s employees may park no more than _______vehicles on the Property in the areas restricted for use by tenants of the Property.
|
|
o
|
(3)
|
Assigned Parking: Tenant’s assigned parking areas are identified as follows:
|
o
|
(a)
|
|||||
.
|
||||||
o
|
(b)
|
as shown on the attached Exhibit________.
|
B.
|
In addition to any other rent, Tenant will pay, on or before the first day of each month during the term of the above-referenced lease, $ NA as rent for the parking areas.
|
|
C.
|
Tenant may not assign, sublet, or trade any parking space or parking area.
|
|
D.
|
Tenant may not use any parking spaces or areas on the Property to store any vehicle, boats, trailers, or any other personal property.
|
|
E.
|
Tenant’s guests, patrons, or invitees may park only in those areas designated by Landlord for Tenant’s guests, patrons, or invitees.
|
|
F.
|
Landlord may, but is not obligated to, institute controlled-access systems to the parking areas, including but not limited to systems such as vehicle identification stickers, license numbers, or controlled-access devices. At the time the lease ends, Tenant must return all access devices to Landlord and pay the amounts in (2) and (3) below if Tenant fails to return an access device. If Landlord issues controlled-access devices to Tenant, Tenant will:
|
|
(1)
|
promptly report any lost device to Landlord;
|
|
(2)
|
reimburse Landlord its cost to replace the lost access device; and
|
|
(3)
|
pay Landlord a service fee of $ NA for each lost access device.
|
(TAR-2107) 5-26-06
|
Initialed for Identification by Tenant: HRP, and Landlord: TDC,
|
Page 1 of 2
|
||||
RE/MAX The Woodlands 2520 Research Forest Dr. The Woodlands, TX 77381
|
||||||
Phone: 281.367.5089
|
Fax:
|
Michael Seder
|
LEASE
|
|||
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
Parking Addendum concerning
|
26022 BUDDE RD, SPRING, TX 77380, SPRING, TX 77380
|
G.
|
If Tenant fails to timely pay the rent stated in Paragraph B, Landlord may: (i) exercise Landlord’s remedies under the default provisions of the lease; or (ii) terminate Tenant’s access to the restricted or assigned parking areas by providing Tenant with not less than 5 days written notice of Landlord’s intent to terminate Tenant’s access. If Landlord terminates Tenant’s access to the parking areas under this paragraph, the parking areas will be deemed to be released by Tenant for all purposes and Landlord may assign or lease the parking areas to others.
|
H.
|
Special Provisions:
|
POWER 3 MEDICAL
|
T. D. COX HOMES, LLC
|
|||||
Tenant
|
Landlord
|
|||||
By
|
/s/ Helen R Park
|
5/27/10
|
By
|
/s/ Thomas D. Cox
|
||
Date
|
Date
|
|||||
Tenant
|
Landlord
|
|||||
By
|
By
|
|||||
Date
|
Date
|
|||||
(TAR-2107) 5-26-06
|
Page 2 of 2
|
|||||
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
[ILLEGIBLE] LEASE
|
TO COMMERCIAL LEASE BETWEEN THE UNDERSIGNED PARTIES CONCERNING THE LEASED PREMISES AT
|
||
|
26022 BUDDE RD, SPRING, TX 77380, SPRING, TX 77380
|
POWER 3 MEDICAL
|
T. D. COX HOMES, LLC
|
||||||||
Tenant
|
Landlord
|
||||||||
By
|
/s/ Helen R Park
|
5/27/10
|
By
|
/s/ Thomas D. Cox
|
5-28-10
|
||||
Date
|
President |
Date
|
|||||||
Tenant
|
Landlord
|
||||||||
By
|
By
|
||||||||
Date
|
Date
|
||||||||
(TAR-2115) 5-26-06
|
Page 1 of 1
|
||||||||
RE/MAX The Woodlands 2520 Research Forest Dr. The Woodlands TX 77381
|
|||||||||
Phone: 281.367.5089
|
Fax:
|
Michael Seder
|
LEASE
|
||||||
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
Exhibit 10.17
|
No.
|
Paragraph Description
|
Pg.
|
No. |
Paragraph Description
|
Pg.
|
|||
1.
|
Parties
|
2
|
22.
|
Holdover
|
10
|
|||
2.
|
Leased Premises
|
2
|
23.
|
Landlord’s Lien & Security Interest
|
10
|
|||
3.
|
Term
|
2
|
24.
|
Assignment and Subletting
|
10
|
|||
A.
|
Term
|
25.
|
Relocation
|
11
|
||||
B.
|
Delay of Occupancy
|
26.
|
Subordination
|
11
|
||||
4.
|
Rent and Expenses
|
3
|
27.
|
Estoppel Certificates
|
11
|
|||
A.
|
Base Monthly Rent
|
28.
|
Casualty Loss
|
11
|
||||
B.
|
First Full Month’s Rent
|
29.
|
Condemnation
|
12
|
||||
C.
|
Prorated Rent
|
30.
|
Attorney’s Fees
|
12
|
||||
D.
|
Additional Rent
|
31.
|
Representations
|
12
|
||||
E.
|
Place of Payment
|
32.
|
Brokers
|
12
|
||||
F.
|
Method of Payment
|
33.
|
Addenda
|
13
|
||||
G.
|
Late Charges
|
34.
|
Notices
|
13
|
||||
H.
|
Returned Checks
|
35.
|
Special Provisions
|
13
|
||||
5.
|
Security Deposit
|
4
|
36.
|
Agreement of the Parties
|
14
|
|||
6.
|
Taxes
|
4
|
||||||
7.
|
Utilities
|
4
|
ADDENDA & EXHIBITS (check all that apply)
|
|||||
8.
|
Insurance
|
5
|
||||||
9.
|
Use and Hours
|
5
|
o
|
Exhibit
|
||||
10.
|
Legal Compliance
|
6
|
o
|
Exhibit ___________________________________________________
|
||||
11.
|
Signs
|
6
|
x
|
Commercial Lease Addendum for Broker’s Fee
|
||||
12.
|
Access By Landlord
|
7
|
o
|
Commercial Lease Expense Reimbursement Addendum
|
||||
13.
|
Move-In Condition
|
7
|
o
|
Commercial Lease Addendum for Extension Option
|
||||
14.
|
Move-Out Condition
|
7
|
o
|
Commercial Lease Addendum for Percentage Rent
|
||||
15.
|
Maintenance and Repairs
|
7
|
x
|
Commercial Lease Parking Addendum
|
||||
A.
|
Cleaning
|
x
|
Commercial Landlord’s Rules and Regulations
|
|||||
B.
|
Conditions Caused by a Party
|
o
|
Commercial Lease Guaranty
|
|||||
C.
|
Repair & Maintenance Responsibility
|
o
|
Commercial Lease Right of First Refusal Addendum
|
|||||
D.
|
Repair Persons
|
o
|
Commercial Lease Addendum for Optional Space
|
|||||
E.
|
HVAC Service Contract
|
x
|
Commercial Leasehold Construction Addendum
|
|||||
F.
|
Common Areas
|
x
|
IABS
|
|||||
G.
|
Notice of Repairs
|
x
|
Amendment to Lease Agreement
|
|||||
H.
|
Failure to Repair
|
|
|
|||||
16.
|
Alterations
|
9
|
|
|||||
17.
|
Liens
|
9
|
|
|||||
18.
|
Liability
|
9
|
||||||
19.
|
Indemnity
|
9
|
|
|||||
20.
|
Default
|
9
|
|
|||||
21.
|
Abandonment, Interruption of Utilities, Removal of Property & Lockout
|
10
|
(TAR-2101) 5-26-06
|
Initialed for Identification by Tenant: HRP, , and Landlord: LG, |
Page 1 of 14
|
|||||
Hou International Realty, Spring, TX 77380
|
|
||||||
Phone: 281-363-2845
|
Fax:
|
Richard Foulkes
|
POWER OF 3
|
||||
Produced with ZipForm® by ZipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.ZipLogix.com |
USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS® IS NOT AUTHORIZED.
®Texas Association of REALTORS®, Inc. 2006
|
1.
|
PARTIES:
|
The parties to this lease are:
|
||
Tenant:
|
POWER 3 MEDICAL PRODUCTS, INC.
|
|||
: and
|
||||
Landlord:
|
PROJECTS AND DEVELOPMENTS OF HOUSTON, LLC.
|
|||
2.
|
LEASED PREMISES:
|
|||
A.
|
Landlord leases to Tenant the following described real property, known as the “leased premises,” along with all its improvements (Check only one box):
|
|||
x
|
(1)
|
Multiple-Tenant Property: Suite or Unit Number 102 containing approximately 2980 square feet of rentable area in Crown Point Professional Building (project name) at 26202 Oak Ridge Dr. Bldg. A #102 (address) in Spring (city), Montgomery (county), Texas, which is legally described on attached Exhibit ______________________ or as follows:
|
||
Lot 114, Oak Ridge North Sec 1 | ||||
o
|
(2)
|
Single-Tenant Property: The real property at: _____________________________________________________________________________ _____________________________________________________________________________________________________ (address) in ______________________________ (city), _________________________________ (county), Texas, which is legally described on attached Exhibit ________________________________ or as follows:_______________________________________________________________
|
||
B.
|
If Paragraph 2A(1) applies:
|
|||
(1)
|
“Property” means the building or complex in which the leased premises are located, inclusive of any common areas, drives, parking areas, and walks; and
|
|||
(2)
|
the parties agree that the rentable area of the leased premises may not equal the actual or useable area within the leased premises and may include an allocation of common areas in the Property.
|
|||
3.
|
TERM: | |||
A.
|
Term: The term of this lease is 60 months and 0 days, commencing on: | |||
July 15, 2010 (Commencement Date) and ending on
|
||||
June 30, 2015 (Expiration Date).
|
(TAR-2101) 5-26-06
|
Initialed for Identification by Tenant: HRP, , and Landlord: LG, |
Page 2 of 14
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
POWER OF 3
|
26202 Oak Ridge Dr. Bldg A #102 | |
Commercial Lease concerning: | Spring, TX 77380 |
B.
|
Delay of Occupancy: If Tenant is unable to occupy the leased premises on the Commencement Date because of construction on the leased premises to be completed by Landlord that is not substantially complete or a prior tenant’s holding over of the leased premises. Landlord will not be liable to Tenant for such delay and this lease will remain enforceable, In the event of such a delay, the Commencement Date will automatically be extended to the date Tenant is able to occupy the Property and the Expiration Date will also be extended by a like number of days, so that the length of this lease remains unchanged. If Tenant is unable to occupy the leased premises after the 90th day after the Commencement Date because of construction on the leased premises to be completed by Landlord that is not substantially complete or a prior tenant’s holding over of the leased premises, Tenant may terminate this lease by giving written notice to Landlord before the leased premises become available to be occupied by Tenant and Landlord will refund to Tenant any amounts paid to Landlord by Tenant. This Paragraph 3B does not apply to any delay in occupancy caused by cleaning or repairs.
|
|
C.
|
Unless the parties agree otherwise. Tenant is responsible for obtaining a certificate of occupancy for the leased premises if required by a governmental body.
|
|
4. RENT AND EXPENSES;
|
||
A.
|
Base Monthly Rent: On or before the first, day of each month during this lease. Tenant will pay Landlord base monthly rent as described on attached Exhibit ________________________________ or as follows:
|
from
|
July 15, 2010
|
to
|
June 30, 2011
|
:
|
$
|
5,587.00
|
:
|
from
|
July 1, 2011
|
to
|
June 30, 2012
|
:
|
$
|
5,835.00
|
:
|
from
|
July 1, 2012
|
to
|
June 30, 2013
|
:
|
$
|
6,084.00
|
:
|
from
|
July 1, 2013
|
to
|
June 30, 2014
|
:
|
$
|
6,084.00
|
:
|
from
|
July 1, 2014
|
to
|
June 30, 2015
|
:
|
$
|
6,332.00
|
:
|
B.
|
First Full Month’s Rent: The first full base monthly rent is due on or before July 15, 2010
|
|||
_________________________________________________________________________________________________________________. | ||||
C.
|
Prorated Rent: If the Commencement Date is on a day other than the first day of a month. Tenant will pay Landlord as prorated rent, an amount equal to the base monthly rent multiplied by the following fraction: the number of days from the Commencement Date to the first day of the following month divided by the number of days in the month in which this lease commences. The prorated rent is due on or before the Commencement Date.
|
|||
D.
|
Additional Rent: In addition to the base monthly rent and prorated rent. Tenant will pay Landlord all other amounts, as provided by the attached (Check all that apply.):
|
|||
o
|
(1)
|
Commercial Expense Reimbursement Addendum
|
||
o
|
(2)
|
Commercial Percentage Rent Addendum
|
||
o
|
(3)
|
Commercial Parking Addendum
|
||
o
|
(4)
|
N/A
|
||
All amounts payable under the applicable addenda are deemed to be “rent” for the purposes of this lease.
|
E.
|
Place of Payment: Tenant will remit all amounts due Landlord under this lease to the following person at the place stated or to such other person or place as Landlord may later designate in writing:
|
|||
Name: Project & Development of Houston LLC | ||||
Address: 26202 Oak Ridge Dr. Bldg B. Spring, TX 77380 | ||||
F.
|
Method of Payment: Tenant must pay all rent timely without demand, deduction, or offset, except as permitted by law or this lease. If Tenant fails to timely pay any amounts due under this lease or if any check of Tenant is returned to Landlord by the institutions on which it was drawn, Landlord after providing written notice to Tenant may require Tenant to pay subsequent amounts that become due under this lease in certified funds. This paragraph does not limit Landlord from seeking other remedies under this lease for Tenant’s failure to make timely payments with good funds.
|
(TAR-2101) 5-26-06
|
Initialed for Identification by Tenant: HRP, , and Landlord: LG, |
Page 3 of 14
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
POWER OF 3
|
26202 Oak Ridge Dr. Bldg A #102 | |
Commercial Lease concerning: | Spring, TX 77380 |
G.
|
Late Charges: If Landlord does not actually receive a rent payment at the designated place of payment within 5 days after the date it is due. Tenant will pay Landlord a late charge equal to 5% of the amount due. In this paragraph, the mailbox is not the agent for receipt for Landlord. The late charge is a cost associated with the collection of rent and Landlord’s acceptance of a late charge does not waive Landlord’s right to exercise remedies under Paragraph 20.
|
|||
H.
|
Returned Checks: Tenant will pay $ 25.00 (not to exceed $25) for each check Tenant lenders to Landlord which is returned by the institution on which it is drawn for any reason, plus any late charges until Landlord receives payment.
|
|||
5.
|
SECURITY DEPOSIT:
|
|||
A.
|
Upon execution of this lease, Tenant will pay $ 6,332.00 to Landlord as a security deposit.
|
|||
B.
|
Landlord may apply the security deposit to any amounts owed by Tenant under this lease. If Landlord applies any part of the security deposit during any time this lease is in effect to amounts owed by Tenant. Tenant must, within 10 days after receipt of notice from Landlord, restore the security deposit to the amount stated.
|
|||
C.
|
Within 60 days after Tenant surrenders the leased premises and provides Landlord written notice of Tenant’s forwarding address, Landlord will refund the security deposit less any amounts applied toward amounts owed by Tenant or other charges authorized by this lease.
|
|||
6.
|
TAXES: Unless otherwise agreed by the parties, Landlord will pay all real property ad valorem taxes assessed against the leased premises.
|
|||
7.
|
UTILITIES:
|
|||
A.
|
The party designated below will pay for the following utility charges to the leased premises and any connection charges for the utilities. (Check all that apply.)
|
N/A
|
Landlord
|
Tenant
|
|||||
(1)
|
Water
|
o
|
x
|
o
|
|||
(2)
|
Sewer
|
o
|
x
|
o
|
|||
(3)
|
Electric
|
o
|
x
|
o
|
|||
(4)
|
Gas
|
x
|
o
|
o
|
|||
(5)
|
Telephone
|
o
|
o
|
x
|
|||
(6)
|
Trash
|
o
|
x
|
o
|
|||
(7)
|
Cable
|
o
|
o
|
x
|
|||
(8)
|
Internet:
|
o
|
o
|
x
|
|||
(9)
|
all other utilities
|
x
|
o
|
o
|
B.
|
The party responsible for the charges under Paragraph 7A will pay the charges directly to the utility service provider. The responsible party may select the utility service provider except that if Tenant selects the provider, any access or alterations to the Property or leased premises necessary for the utilities may be made only with Landlord’s prior consent, which Landlord will not unreasonably withhold. If Landlord incurs any liability for utility or connection charges for which Tenant is responsible to pay and Landlord pays such amount, Tenant will immediately upon written notice from Landlord reimburse Landlord such amount.
|
(TAR-2101) 5-26-06
|
Initialed for Identification by Tenant: HRP, , and Landlord: LG, |
Page 4 of 14
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
POWER OF 3
|
26202 Oak Ridge Dr. Bldg A #102 | |
Commercial Lease concerning: | Spring, TX 77380 |
C.
|
Notice: Tenant should determine if all necessary utilities are available to the leased premises and are adequate for Tenant’s intended use.
|
||
D.
|
After-Hours HVAC Charges: “HVAC services” means heating, ventilating, and air conditioning of the leased premises, (Check one box only.)
|
||
x
|
(1)
|
Landlord is obligated to provide the HVAC services to the leased premises only during the Property’s operating hours specified under Paragraph 9C.
|
|
o
|
(2)
|
Landlord will provide the HVAC services to the leased premises during the operating hours specified under Paragraph 9C for no additional charge and will, at Tenant’s request, provide HVAC services to the leased premises during other hours for an additional charge of $ N/A per hour. Tenant will pay Landlord the charges under this paragraph immediately upon receipt of Landlord’s invoice. Hourly charges are charged on a half-hour basis. Any partial hour will be rounded up to the next half hour. Tenant will comply with Landlord’s procedures to make a request to provide the additional HVAC services under this paragraph.
|
|
o
|
(3)
|
Tenant will pay for the HVAC services under this lease.
|
|
8.
|
INSURANCE:
|
||
A.
|
During all times this lease is in effect, Tenant must, at Tenant’s expense, maintain in full force and effect from an insurer authorized to operate in Texas:
|
||
(1)
|
public liability insurance in an amount not less than $1,000,000.00 on an occurrence basis naming Landlord as an additional insured; and
|
||
(2)
|
personal property damage insurance for Tenant’s business operations and contents on the leased premises in an amount sufficient to replace such contents after a casualty loss.
|
||
B.
|
Before the Commencement Date, Tenant must provide Landlord with a copy of insurance certificates evidencing the required coverage. If the insurance coverage is renewed or changes in any manner or degree at any time this lease is in effect. Tenant must, not later than 10 days after the renewal or change, provide Landlord a copy of an Insurance certificate evidencing the renewal or change.
|
||
C.
|
If Tenant fails to maintain the required insurance in full force and effect at all times this lease is in effect, Landlord may:
|
||
(1)
|
purchase insurance that will provide Landlord the same coverage as the required insurance and Tenant must immediately reimburse Landlord for such expense; or
|
||
(2)
|
exercise Landlord’s remedies under Paragraph 20.
|
||
D.
|
Unless the parties agree otherwise, Landlord will maintain in full force and effect insurance for: (1) fire and extended coverage in an amount to cover the reasonable replacement cost of the improvements of the Property: and (2) any public liability insurance in an amount that Landlord determines reasonable and appropriate.
|
||
E.
|
If there is an increase in Landlord’s insurance premiums for the leased premises or Property or its contents that is caused by Tenant. Tenant’s use of the leased premises, or any improvements made by or for Tenant, Tenant will, for each year this lease is in effect, pay Landlord the increase immediately after Landlord notifies Tenant of the increase. Any charge to Tenant under this Paragraph 8E will be equal to the actual amount of the increase in Landlord’s insurance premium.
|
||
9.
|
USE AND HOURS:
|
||
A.
|
Tanant may use the leased premises for the following purpose and no other: Office and Medical lab space.
|
||
(TAR-2101) 5-26-06
|
Initialed for Identification by Tenant: HRP, , and Landlord: LG, |
Page 5 of 14
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
POWER OF 3
|
26202 Oak Ridge Dr. Bldg A #102
|
|
Commercial Lease concerning:
|
Spring, TX 77380
|
B.
|
Unless otherwise specified in this lease, Tenant will operate and conduct its business in the leased premises during business hours that are typical of the industry in which Tenant represents it operates.
|
||
C.
|
The Property maintains operating hours of (specify hours, days of week, and if inclusive or exclusive of weekends and holidays): Monday to Friday from 7:00 AM to 7:00 PM, Saturdays from 8:00 AM to 2:00 PM, Sundays from 10:00 AM to 2:00 PM and Holidays from 10:00 AM to 2:00 PM. Lab space will maintain airconditioning 24/7.
|
||
10.
|
LEGAL COMPLIANCE:
|
||
A.
|
Tenant may not use or permit any part of the leased premises or the Property to be used for:
|
||
(1)
|
any activity which is a nuisance or is offensive, noisy, or ;
|
||
(2)
|
any activity that interferes with any other tenant’s normal business operations or Landlord’s management of the Property;
|
||
(3)
|
any activity that violates any applicable law, regulation, zoning ordinance, restrictive covenant, governmental order, owners’ association rules, tenants’ association rules, Landlord’s rules or regulations, or this lease;
|
||
(4)
|
|
||
(5)
|
|
||
(6)
|
|
||
(7)
|
|||
_____________________________________________________________________________________________________________.
|
|||
B.
|
|
||
C.
|
Landlord does not represent or warrant that the leased premises or Property conform to applicable restrictions, zoning ordinances, setback lines, parking requirements, impervious ground cover ratio requirements, and other matters that may relate to Tenant’s intended use. Tenant must satisfy itself that the leased premises may be used as Tenant intends by independently investigating all matters related to the use of the leased premises or Property, Tenant agrees that it is not relying on any warranty or representation made by Landlord, Landlord’s agent, or any broker concerning the use of the leased premises or Property.
|
||
11.
|
SIGNS:
|
||
A.
|
Tenant may not post or paint any signs at, on, or about the leased premises or Property without Landlord’s written consent. Landlord may remove any unauthorized sign, and Tenant will promptly reimburse Landlord for its cost to remove any unauthorized sign.
|
||
B.
|
Any authorized sign must comply with all laws, restrictions, zoning ordinances, and any governmental order relating to signs on the leased premises or Property. Landlord may temporarily remove any authorized sign to complete repairs or alterations to the leased premises or the Property.
|
||
C.
|
By providing written notice to Tenant before this lease ends, Landlord may require Tenant, upon move-out and at Tenant’s expense, to remove, without damage to the Property or leased premises, any or all signs that were placed on the Property or leased premises by or at the request of Tenant. Any signs that Landlord does not require Tenant to remove and that are fixtures, become the property of the Landlord and must be surrendered to Landlord at the time this lease ends.
|
(TAR-2101) 5-26-06
|
Initialed for Identification by Tenant: HRP, ______ , and Landlord: LG, ______
|
Page 6 of 14
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
POWER OF 3
|
26202 Oak Ridge Dr Bldg A #102
|
|
Commercial Lease concerning:
|
SPRING, TX 77380
|
12.
|
ACCESS BY LANDLORD:
|
|
A.
|
During Tenant’s normal business hours Landlord may enter the leased premises for any reasonable purpose, including but not limited to purposes for repairs, maintenance, alterations, and showing the leased premises to prospective tenants or purchasers. Landlord may access the leased premises after Tenant’s normal business hours if: (1) entry is made with Tenant’s permission; or (2) entry is necessary to complete emergency repairs. Landlord will not unreasonably interfere with Tenant’s business operations when accessing the leased premises.
|
|
B.
|
During the last 90 days of this lease, Landlord may place a “For Lease” or similarly worded sign in the leased premises.
|
|
13.
|
MOVE-IN CONDITION: Tenant has inspected the leased premises and accepts it in its present (as-is) condition unless expressly noted otherwise in this lease.
|
|
14.
|
MOVE-OUT CONDITION AND FORFEITURE OF TENANT’S PERSONAL PROPERTY:
|
|
A.
|
At the time this lease ends, Tenant will surrender the leased premises in the same condition as when received, except for normal wear and tear. Tenant will leave the leased premises in a clean condition free of all trash, debris, personal property, hazardous materials, and environmental contaminants.
|
|
B.
|
If Tenant leaves any personal property in the leased premises after Tenant surrenders possession of the leased premises, Landlord may: (1) require Tenant, at Tenant’s expense, to remove the personal property by providing written notice to Tenant; or (2) retain such personal property as forfeited property to Landlord.
|
|
C.
|
“Surrender” means vacating the leased premises and returning all keys and access devices to Landlord. “Normal wear and tear” means deterioration that occurs without negligence, carelessness, accident, or abuse.
|
|
D.
|
By providing written notice to Tenant before this lease ends, Landlord may require Tenant, upon move-out and at Tenant’s expense, to remove, without damage to the Property or leased premises, any or all fixtures that were placed on the Property or leased premises by or at the request of Tenant. Any fixtures that Landlord does not require Tenant to remove become the property of the Landlord and must be surrendered to Landlord at the time this lease ends.
|
|
15.
|
MAINTENANCE AND REPAIRS:
|
|
A.
|
Cleaning: Tenant must keep the leased premises clean and sanitary and promptly dispose of all garbage in appropriate receptacles. x Landlord o Tenant will provide, at its expense, janitorial services to the leased premises that are customary and ordinary for the property type. Tenant will maintain any grease trap on the Property which Tenant uses, including but not limited to periodic emptying and cleaning, as well as making any modification to the grease trap that may be necessary to comply with any applicable law.
|
|
B.
|
Repairs of Conditions Caused by a Party. Each party must promptly repair a condition in need of repair that is caused, either intentionally or negligently, by that party or that party’s guests, patrons, invitees, contractors or permitted subtenants.
|
|
C.
|
Repair and Maintenance Responsibility. Except as otherwise provided by this Paragraph 15, the party designated below, at its expense, is responsible to maintain and repair the following specified items in the leased premises (if any). The specified items must be maintained in clean and good operable condition. If a governmental regulation or order requires a modification to any of the specified items, the party designated to maintain the item must complete and pay the expense of the modification. The
|
(TAR-2101) 5-26-06
|
Initialed for Identification by Tenant: HRP, ______ , and Landlord: LG, ______
|
Page 7 of 14
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
POWER 3
|
26202 Oak Ridge Dr. Bldg A #102
|
|
Commercial Lease concerning:
|
Spring, TX 77380
|
specified items include and relate only to real property in the leased premises. Tenant is responsible for the repair and maintenance of its personal property. (Check all that apply.)
|
N/A | Landlord | Tenant | |||||||
(1)
|
Foundation, exterior walls, roof, and other structural components
|
o
|
x
|
o
|
|||||
(2)
|
Glass and windows
|
o
|
x
|
o
|
|||||
(3)
|
Fire protection equipment and fire sprinkler systems
|
o
|
x
|
o
|
|||||
(4)
|
Exterior & overhead doors, including closure devices, molding locks, and hardware
|
o
|
x
|
o
|
|||||
(5)
|
Grounds maintenance, including landscaping and irrigation systems
|
o
|
x
|
o
|
|||||
(6)
|
Interior doors, including closure devices, frames, molding, locks, and hardware
|
o
|
o
|
x
|
|||||
(7)
|
Parking areas and walks
|
o
|
x
|
o
|
|||||
(8)
|
Plumbing systems, drainage systems, electrical systems, and mechanical systems, except systems or items specifically designated otherwise
|
o
|
x
|
o
|
|||||
(9)
|
Ballast and lamp replacement
|
o
|
x
|
o
|
|||||
(10)
|
Heating, Ventilation and Air Conditioning (HVAC) systems
|
o
|
x
|
o
|
|||||
(11)
|
Signs and lighting;
|
||||||||
(a) Pylon
|
x
|
o
|
o
|
||||||
(b) Facia
|
x
|
o
|
o
|
||||||
(c) Monument
|
o
|
x
|
o
|
||||||
(d) Door/Suite
|
o
|
x
|
o
|
||||||
(12)
|
Extermination and pest control, excluding wood-destroying insects
|
o
|
x
|
o
|
|||||
(13)
|
Fences and Gates
|
o
|
x
|
o
|
|||||
(14)
|
Storage yards and storage buildings
|
o
|
x
|
o
|
|||||
(15)
|
Wood-destroying insect treatment and repairs
|
o
|
x
|
o
|
|||||
(16)
|
Cranes and related systems
|
x
|
o
|
o
|
|||||
(17)
|
x
|
o
|
o
|
||||||
(18)
|
x
|
o
|
o
|
||||||
(19)
|
All other items and systems.
|
x
|
o
|
D.
|
Repair Persons: Repairs must be completed by trained, qualified, and insured repair persons.
|
|
E.
|
HVAC Service Contract: If Tenant maintains the HVAC system under Paragraph 15C(10), Tenant o is x is not required to maintain, at its expense, a regularly scheduled maintenance and service contract for the HVAC system. The maintenance and service contract must be purchased from a HVAC maintenance company that regularly provides such contracts to similar properties. If Tenant fails to maintain a required HVAC maintenance and service contract in effect at all times during this lease, Landlord may do so and charge Tenant the expense of such a maintenance and service contract or exercise Landlord’s remedies under Paragraph 20.
|
|
F.
|
Common Areas: Landlord will maintain any common areas in the Property in a manner as Landlord determines to be in the best interest of the Property. Landlord will maintain any elevator and signs in the common area. Landlord may change the size, dimension, and location of any common areas, provided that such change does not materially impair Tenant’s use and access to the leased premises. Tenant has the non-exclusive license to use the common areas in compliance with Landlord’s rules and restrictions. Tenant may not solicit any business in the common areas or interfere with any other person’s right to use the common areas. This paragraph does not apply if Paragraph 2A(2) applies.
|
(TAR-2101) 5-26-06
|
Initialed for Identification by Tenant: HRP, ______ , and Landlord: LG, ______
|
Page 8 of 14
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
POWER OF 3
|
26202 Oak Ridge Dr. Bldg A #102
|
|
Commercial Lease concerning:
|
Spring, TX 77380
|
G.
|
Notice of Repairs: Tenant must promptly notify Landlord of any item that is in need of repair and that is Landlord’s responsibility to repair. All requests for repairs to Landlord must be in writing.
|
|
H.
|
Failure to Repair: Landlord must make a repair for which Landlord is responsible within a reasonable period of time after Tenant provides Landlord written notice of the needed repair. If Tenant fails to repair or maintain an item for which Tenant is responsible within 10 days after Landlord provides Tenant written notice of the needed repair or maintenance, Landlord may: (1) repair or maintain the item, without liability for any damage or loss to Tenant, and Tenant must immediately reimburse Landlord for the cost to repair or maintain: or (2) exercise Landlord’s remedies under Paragraph 20.
|
|
16.
|
ALTERATIONS:
|
|
A.
|
Tenant may not alter, improve, or add to the Property or the leased premises without Landlord’s written consent. Landlord will not unreasonably withhold consent for the Tenant to make reasonable non-structural alterations, modifications, or improvements to the leased premises.
|
|
B.
|
Tenant may not alter any locks or any security devices on the Property or the leased premises without Landlord’s consent. If Landlord authorizes the changing, addition, or rekeying of any locks or other security devices, Tenant must immediately deliver the new keys and access devices to Landlord.
|
|
C.
|
If a governmental order requires alteration or modification to the leased premises, the party obligated to maintain and repair the item to be modified or altered as designated in Paragraph 15 will, at its expense, modify or alter the item in compliance with the order and in compliance with Paragraphs 16A and 17.
|
|
D.
|
Any alterations, improvements, fixtures or additions to the Property or leased premises installed by either party during the term of this lease will become Landlord’s property and must be surrendered to Landlord at the time this lease ends, except for those fixtures Landlord requires Tenant to remove under Paragraph 11 or 14 or if the parties agree otherwise in writing.
|
|
17.
|
LIENS: Tenant may not do anything that will cause the title of the Property or leased premises to be encumbered in any way. If Tenant causes a lien to be filed against the Property or leased premises, Tenant will within 20 days after receipt of Landlord’s demand: (1) pay the lien and have the lien released of record; or (2) take action to discharge the lien. Tenant will provide Landlord a copy of any release Tenant obtains pursuant to this paragraph.
|
|
18.
|
LIABILITY:
|
|
A.
|
|
|
B.
|
|
|
19.
|
INDEMNITY:
|
|
20.
|
DEFAULT:
|
|
A.
|
If Landlord fails to comply with this lease within 30 days after Tenant notifies Landlord of Landlord’s failure to comply, Landlord will be in default and Tenant may seek, any remedy provided by law. If, however, Landlord’s non-compliance reasonably requires more than 30 days to cure. Landlord will not be in default if the cure is commenced within the 30-day period and is diligently pursued.
|
(TAR-2101) 5-26-06
|
Initialed for Identification by Tenant: HRP, ______ , and Landlord: LG, ______
|
Page 9 of 14
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
POWER OF 3
|
26202 Oak Ridge Dr. Bldg A #102
|
|
Commercial Lease concerning:
|
Spring, TX 77380
|
B.
|
If Landlord does not actually receive at the place designated for payment any rent due under this lease within 5 days after it is due, Tenant will be in default. If Tenant fails to comply with this lease for any other reason within 10 days after Landlord notifies Tenant of its failure to comply. Tenant will be in default.
|
||
C.
|
If Tenant is in default, Landlord may: (i) terminate Tenant’s right to occupy the leased premises by providing Tenant with at least 3 days written notice; and (ii) accelerate all rents which are payable during the remainder of this lease or any renewal period without notice or demand. Landlord will attempt to mitigate any damage or loss caused by Tenant’s breach by using commercially reasonable means. If Tenant is in default, Tenant will be liable for:
|
||
(1)
|
any lost rent;
|
||
(2)
|
Landlord’s cost of relatting the leased premises, including brokerage fees, advertising fees, and other fees necessary to relet the leased premises;
|
||
(3)
|
repairs to the leased premises for use beyond normal wear and tear;
|
||
(4)
|
all Landlord’s costs associated with eviction of Tenant, such as attorney’s fees, court costs, and prejudgment interest;
|
||
(5)
|
all Landlord’s costs associated with collection of rent such as collection fees, late charges, and returned check charges;
|
||
(6)
|
cost of removing any of Tenant’s equipment or fixtures left on the leased premises or Property;
|
||
(7)
|
cost to remove any trash, debris, personal property, hazardous materials, or environmental contaminants left by Tenant or Tenant’s employees, patrons, guests, or invitees in the leased premises or Property;
|
||
(8)
|
cost to replace any unreturned keys or access devices to the leased premises, parking areas, or Property;
|
||
(9)
|
any other recovery to which Landlord may be entitled under this lease or under law.
|
||
21.
|
ABANDONMENT, INTERRUPTION OF UTILITIES, REMOVAL OF PROPERTY, AND LOCKOUT:
|
||
22.
|
HOLDOVER: If Tenant fails to vacate the leased premises at the time this lease ends, Tenant will become a tenant-at-will and must vacate the leased premises immediately upon receipt of demand from Landlord. No holding over by Tenant, with or without the consent of Landlord, will extend this lease. Tenant will indemnify Landlord and any prospective tenants for any and all damages caused by the holdover. Rent for any holdover period will be 2 times the base monthly rent plus any additional rent calculated on a daily basis and will be immediately due and payable daily without notice or demand.
|
||
23.
|
LANDLORD’S LIEN AND SECURITY INTEREST: To secure Tenant’s performance under this lease, Tenant grants to Landlord a lien and security interest against all of Tenant’s nonexempt personal property that is in the leased premises or Property. This lease is a security agreement for the purposes of the Uniform Commercial Code, Landlord may file a copy of this lease as a financing statement.
|
||
24.
|
ASSIGNMENT AND SUBLETTING: Landlord may assign this lease to any subsequent owner of the Property. Tenant may not assign this lease or sublet any part of the leased premises without Landlord’s written consent. An assignment of this lease or subletting of the leased premises without Landlord’s written consent is voidable by Landlord. If Tenant assigns this lease or sublets any part of the leased premises, Tenant will remain liable for all of Tenant’s obligations under this lease regardless if the assignment or sublease is made with or without the consent of Landlord.
|
(TAR-2101) 5-26-06
|
Initialed for Identification by Tenant: HRP, ______ , and Landlord: LG, ______
|
Page 10 of 14
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
POWER OF 3
|
26202 Oak Ridge Dr. Bldg A #102
|
|
Commercial Lease concerning:
|
Spring, TX 77380
|
25.
|
RELOCATION:
|
||
o
|
A.
|
By providing Tenant with not less than 90 days advanced written notice, Landlord may require Tenant to relocate to another location in the Property, provided that the other location is equal in size or larger than the leased premises then occupied by Tenant and containe similar leasehold improvements. Landlord will pay Tenant’s reasonable out-of-pocket moving expenses for moving to the other location. “Moving expenses” means reasonable expenses payable to professional movers, utility companies for connection and disconnection fees, wiring companies for connecting and disconnecting Tenant’s office equipment required by the relocation, and printing companies for reprinting Tenant’s stationary and business cards. A relocation of Tenant will not change or affect any other provision of this lease that is then in effect, including rent and reimbursement amounts, except that the description of the suite or unit number will automatically be amended.
|
|
x
|
B.
|
Landlord may not require Tenant to relocate to another location in the Property without Tenant’s prior consent.
|
|
26.
|
SUBORDINATION:
|
||
A.
|
This lease and Tenant’s leasehold interest are and will be subject, subordinate, and inferior to:
|
||
(1)
|
any lien, encumbrance, or ground lease now or hereafter placed on the leased premises or the Property that Landlord authorizes;
|
||
(2)
|
all advances made under any such lien, encumbrance, or ground lease;
|
||
(3)
|
the interest payable on any such lien or encumbrance;
|
||
(4)
|
any and all renewals and extensions of any such lien, encumbrance, or ground lease;
|
||
(5)
|
any restrictive covenant affecting the leased premises or the Property; and
|
||
(6)
|
the rights of any owners’ association affecting the leased premises or Property.
|
||
B.
|
Tenant must, on demand, execute a subordination, attomment, and non-disturbance agreement that Landlord may request that Tenant execute, provided that such agreement is made on the condition that this lease and Tenant’s rights under this lease are recognized by the lien-holder.
|
||
27.
|
ESTOPPEL CERTIFICATES: Within 10 days after receipt of a written request from Landlord, Tenant will execute and deliver to Landlord art estoppel certificate that identifies the terms and conditions of this lease.
|
||
28.
|
CASUALTY LOSS:
|
||
A.
|
Tenant must immediately notify Landlord of any casualty loss in the leased premises. Within 20 days after receipt of Tenants notice of a casualty loss. Landlord will notify Tenant if the leased premises are less than or more than 50% unusable, on a per square foot basis, and if Landlord can substantially restore the leased premises within 120 days after Tenant notifies Landlord of the casualty loss.
|
||
B.
|
If the leased premises are less than 50% unusable and Landlord can substantially restore the leased premises within 120 days after Tenant notifies Landlord of the casualty, Landlord will restore the leased premises to substantially the same condition as before the casualty. If Landlord fails to substantially restore within the time required, Tenant may terminate this lease.
|
||
C.
|
If the leased premises are more than 50% unusable and Landlord can substantially restore the leased premises within 120 days after Tenant notifies Landlord of the casualty, Landlord may: (1) terminate this lease; or (2) restore the leased premises to substantially the same condition as before the casualty, If Landlord chooses to restore and does not substantially restore the leased premises within the time required. Tenant may terminate this lease.
|
||
D.
|
If Landlord notifies Tenant that Landlord cannot substantially restore the leased premises within 120 days after Tenant notifies Landlord of the casualty loss, Landlord may; (1) choose not to restore and terminate this lease; or (2) choose to restore, notify Tenant of the estimated time to restore, and give Tenant the Option to terminate this lease by notifying Landlord within 10 days.
|
(TAR-2101) 5-26-06 Initialed for Identification by Tenant: HRP,____ , and Landlord: LG, _____
|
Page 11 of 14
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
POWER OF 3
|
26202 Oak Ridge Dr. Bldg A #102
|
|
Commercial Lease concerning:
|
Spring, TX 77380
|
E.
|
If this lease does not terminate because of a casualty loss, rent will be reduced from the date Tenant notifies Landlord of the casualty loss to the data the leased premises are substantially restored by an amount proportionate to the extent the leased premises are unusable.
|
||
29.
|
CONDEMNATION: If after a condemnation or purchase in lieu of condemnation the leased premises are totally unusable for the purposes stated in this lease, this lease will terminate. If after a condemnation or purchase in lieu of condemnation the leased premises or Property are partially unusable for the purposes of this lease, this lease will continue and rent will be reduced in an amount proportionate to the extent the leased premises are unusable. Any condemnation award or proceeds in lieu of condemnation are the property of Landlord and Tenant has no claim to such proceeds or award. Tenant may seek compensation from the condemning authority for its moving expenses and damages to Tenant’s personal property.
|
||
30.
|
ATTORNEY’S FEES: Any person who is a prevailing party in any legal proceeding brought under or related to the transaction described in this lease is entitled to recover prejudgment interest, reasonable attorney’s fees, and all other costs of litigation from the nonprevailing party.
|
||
31.
|
REPRESENTATIONS:
|
||
A.
|
Tenant’s statements in this lease and any application for rental are material representations relied upon by Landlord. Each party signing this lease represents that he or she is of legal age to enter into a binding contract and is authorized to sign the lease. If Tenant makes any misrepresentation in this lease or in any application for rental, Tenant is in default.
|
||
B.
|
Landlord is not aware of any material defect on the property that would affect the health and safety of an ordinary person or any environmental hazard on or affecting the Property that would affect the health or safety of an ordinary person, except: N /A
|
||
. | |||
C.
|
Each party and each signatory to this lease represents that: (1) It is not a person named as a Specially Designated National and Blocked Person as defined in Presidential Executive Order 13224; (2) It is not acting, directly or Indirectly, for or on behalf of a Specially Designated and Blocked Person; and (3) is not arranging or facilitating this lease or any transaction related to this lease for a Specially Designated and Blocked Person. Any party or any signatory to this lease who is a Specially Designated and Blocked person will indemnify and hold harmless any other person who relies on this representation and who suffers any claim, damage, loss. liability or expense as a result of this representation.
|
||
32.
|
BROKERS:
|
A.
|
The brokers to this lease are:
|
|||||
Texas Real Estate and Company
|
Houston International Realty LLC
|
|||||
Cooperating Broker |
License No.
|
Principal Broker
|
0529290 License No.
|
|||
2420 Washington Ave
|
26202 Oak Ridge Dr. Bldg B.
|
|||||
Houston, TX 77007
|
Spring, TX 77380
|
|||||
Address
|
Address
|
|||||
(713) 337-1410
|
(281) 363-2845
|
(281) 363-8791
|
||||
Phone
|
Fax
|
Phone
|
Fax
|
|||
harveymosqueda@gmail.com
|
juan@ hirealty. us
|
|||||
E-mail
|
E-mail
|
|||||
Cooperating Broker represents Tenant.
|
Principal Broker: (Check only one box)
|
|||||
x represents Landlord only.
|
||||||
orepresents Tenant only.
|
||||||
ois an intermediary between Landlord and Tenant.
|
(TAR-2101) 5-26-06 Initialed for Identification by Tenant: HRP, ____ , and Landlord: LG, ____
|
Page 12 of 14
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
POWER OF 3
|
26202 Oak Ridge Dr Bldg A # 102
|
|
Commercial Lease concerning:
|
SPRING, TX 77380
|
B.
|
Fees:
|
|||
x
|
(1)
|
Principal Broker’s fee will be paid according to: (Check only one box).
|
||
o
|
(a)
|
a separate written commission agreement between Principal Broker and:
|
||
x Landlord o Tenant.
|
||||
o
|
(b)
|
the attached Addendum for Broker’s Fee.
|
||
o
|
(2)
|
Cooperating Broker’s fee will be paid according to: (Check only one box).
|
||
o
|
(a)
|
a separate written commission agreement between Cooperating Broker and:
|
||
o Principal Broker o Landlord o Tenant.
|
||||
o
|
(b)
|
the attached Addendum for Broker’s Fee.
|
||
33.
|
ADDENDA: Incorporated into this lease are the addenda, exhibits and other information marked in the Addenda and Exhibit section of the Table of Contents. If Landlord’s Rules and Regulations are made part of this lease, Tenant agrees to comply with the Rules and Regulations as Landlord may, at its discretion, amend from time to time.
|
|||
34.
|
NOTICES: All notices under this lease must be in writing and are effective when hand-delivered, sent by mail, or sent by facsimile transmission to:
|
Tenant at the leased premises,
|
|||||||
and a copy to:
|
POWER 3 MEDICAL | ||||||
Address: 2400 RESEARCH FOREST DR. THE WOODLANDS TX 77381 | |||||||
Phone: (281) 466–1600 |
Fax:
|
||||||
o Tenant also consents to receive notices by e-mail at: _____________________________________________________________________________
|
|||||||
Landlordat:
|
PROJECTS & DEVELOPMENTS OF HOUSTON LLC | ||||||
Address: 26202 OAKRIDGE DR. BLDG B | |||||||
Phone: (281) 363–2845 |
Fax:
|
||||||
and a copy to: HOUSTON INTERNATIONAL REALTY LLC | |||||||
Address: 26202 OAKRIDGE DR B 210 SPRING TX 77380 | |||||||
Phone: (281) 363–2845 |
Fax:
|
(281) 363–8791
|
|||||
o Landlord also consents to receive notices by e-mail at:
|
______________________________________________________________________
|
35.
|
SPECIAL PROVISIONS:
|
|
Paragraph 14 Section D After The First Sentence, Must Add And Read “but Excluding Those Fixtures That Were Placed On The Property By Landlord at Tenant’s Request Prior To The Commencement Of The Lease.”
|
||
Paragraph 23. The Word “tangible” Must Be Placed Before Personal Property And Must Read “. . .tenant Grants To Landlord A Lien And Security Interest Against All Of Tenant’s Non–exempt TANGIBLE Personal Property. . .”.
|
||
Also See Attached Addendum.
|
(TAR-2101) 5-26-06 Initialed for Identification by Tenant: HRP, _____ , and Landlord: LG, _______
|
Page 13 of 14
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
POWER 3
|
26202 Oak Ridge Dr. Bldg A #102
|
|
Commercial Lease concerning:
|
Spring, TX 77380
|
36.
|
AGREEMENT OF PARTIES:
|
|
A.
|
Entire Agreement: This lease contains the entire agreement between Landlord and Tenant and may not be changed except by written agreement.
|
|
B.
|
Binding Effect: This lease is binding upon and inures to the benefit of the parties and their respective heirs, executors, administrator, successors, and permitted assigns.
|
|
C.
|
Joint and Several: All Tenants are jointly and severally liable for all provisions of this lease. Any act or notice to, or refund to, or signature of, any one or more of the Tenants regarding any term of this lease, its renewal, or its termination is binding on all Tenants.
|
|
D.
|
Controlling Law: The laws of the State of Texas govern the interpretation, performance, and enforcement of this lease.
|
|
E.
|
Severable Clauses: If any clause in this lease is found invalid or unenforceable by a court of law, the remainder of this lease will not be affected and all other provisions of this lease will remain valid and enforceable.
|
|
F.
|
Waiver: Landlord’s delay, waiver, or non-enforcement of acceleration, contractual or statutory lien, rental due date, or any other right will not be deemed a waiver of any other or subsequent breach by Tenant or any other term in this lease.
|
|
G.
|
Quiet Enjoyment: Provided that Tenant is not in default of this lease, Landlord covenants that Tenant will enjoy possession and use of the leased premises free from material interference.
|
|
H.
|
Force Majeure: If Landlord’s performance of a term in this lease is delayed by strike, lock-out, shortage of material, governmental restriction, riot, flood, or any cause outside Landlord’s control, the time for Landlord’s performance will be abated until after the delay.
|
|
I.
|
Time: Time is of the essence. The parties require strict compliance with the times for performance.
|
Power 3 Medical Products
|
Projects & Developments of Hou
|
||||||||
Tenant
|
Landlord
|
||||||||
By
|
|
/s/ Helen R Park
|
5/28/10
|
By
|
/s/ Lilliena Guillermet
|
6-4-10
|
|||
Date
|
Date
|
||||||||
Printed Name
|
Helen R Park
|
Printed Name
|
Lilliena Guillermet
|
||||||
Title
|
CEO
|
Title
|
|||||||
Tenant
|
Landlord
|
||||||||
By
|
|
By
|
|||||||
Date
|
Date
|
||||||||
Printed Name
|
Printed Name
|
||||||||
Title
|
Title
|
||||||||
(TAR-2101) 5-26-06
|
Page 14 of 14
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
POWER OF 3
|
ADDENDUM TO THE COMMERCIAL LEASE BETWEEN THE UNDERSIGNED PARTIES CONCERNING THE
|
|
LEASED PREMISES AT
|
26202 Oak Ridge Dr. Bldg A #102, Spring, TX 77380
|
A.
|
On or before May 10, 2010 , Landlord will substantially complete the improvements to the leased premises as described below.
|
||
x
|
(1)
|
Landlord will complete the following improvements:
|
|
1. BUILD OUT ACCORDING TO PLAN (MUST BE SIGNED BY TENANT) .
|
|||
2. INTERIOR WALLS TENANT TO CHOOSE WHITE OR TAN COLOR.
|
|||
3. INTERIOR DOORS ARE 7 FT HIGH, 3 FT WIDE, CLEAR CLASS, KEYED DOOR LOCKS.
|
|||
4. FLOORING IN OFFICE SPACE TO BE CARPET Beaulieu Solutions 12 Foot Wide Commercial LOOP GRADE OR SIMILAR.
|
|||
5. FLOORING IN LAB SPACE TO BE VYNIL TILE.
|
|||
6. COMMERCIAL GRAITE BASE BOARD.
|
|||
7. HOODS AND ALL LAB EQUIPMENT TO BE PROVIDED BY TENANT.
END IMPROVEMENTS SECTION. |
|||
o
|
(2) On or before N/A , Tenant will specify in a separate written notice to Landlord the improvements that Tenant desires Landlord to complete. If Landlord objects to any desired improvement, Tenant will promptly amend Tenant’s notice to comply with Landlord’s objections. Landlord will not unreasonably object to Tenant’s desired improvements.
|
||
B.
|
On or before N/A , Landlord will notify Tenant of the total cost to complete the improvements described in Paragraph A. including but not limited to costs of construction, permits, and plans. The total cost to complete the improvements may not exceed N/A (maximum cost). Landlord will pay N/A of the cost to complete the improvements and Tenant will pay the remainder. If the total cost to complete the improvements exceeds the maximum cost, the lease will terminate and have no further effect unless a party notifies the other party within N/A days after Landlord notifies Tenant of the cost to complete the improvements that it will pay the excess.
|
||
C.
|
Unless otherwise agreed by the parties in writing, any amount required to be paid by Tenant under this addendum must be paid by Tenant to Landlord before construction of the improvements commences.
|
||
D.
|
All construction required by this addendum will be performed by trained and qualified persons in a good workman-like manner and will comply with applicable building codes, local ordinances, governmental regulations, and statutes (e.g., ADA, Architectural Barriers, Landlord will obtain any required certificate of occupancy.
|
(TAR-2111) 5-26-06
|
Initialed for Identification by Tenant: HRP, ______ , and Landlord: LG, ______
|
Page 1 of 2
|
||
Hou International Realty Spring, TX 77380
|
||||
Phone: 281-363-2845
|
Fax:
|
Richard Foulkes
|
POWER OF 3
|
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
Leasehold Construction Addendum concerning
|
26202 Oak Ridge Dr. Bldg A #102, Spring, TX 77380
|
E.
|
Tenant may, at reasonable times during construction, inspect the construction of the improvements. Tenant may object to any deficiencies in the completion of the improvements by providing specific written notice to Landlord and Landlord will promptly cure the deficiencies. Upon completion of the improvements, Tenant will acknowledge in writing (e.g., TAR NO, 2113) that the improvements have been completed and that Tenant accepts the leased premises for the purposes of the lease.
|
F.
|
Paragraph 3B of the lease governs any delay in the commencement of the lease or occupancy by Tenant caused by the construction of the improvements.
|
G.
|
Special Provisions:
|
n/a
|
Power 3 Medical Products
|
Projects & Developments of Hou
|
|||||
Tenant
|
Landlord
|
|||||
By
|
/s/ Helen R. Park
|
05/28/10
|
By
|
/s/ Liliana Guillermet
|
6-4-10
|
|
Date |
LILIANA GUILLERMET
|
Date
|
||||
Tenant
|
Landlord
|
|||||
By
|
By
|
|||||
Date
|
Date
|
(TAR-2111) 5-26-06
|
Page 2 of 2
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
POWER OF 3
|
ADDENDUM TO THE COMMERCIAL LEASE BETWEEN THE UNDERSIGNED LANDLORD AND TENANT CONCERNING THE LEASED PREMISES AT 26202 Oak Ridge Dr. Bldg A #102, Spring, TX 77380.
|
A.
|
Leasing Fees: All leasing fees are earned when the above referenced lease is executed.
|
|||
(1)
|
Projects and Developments of Houston will pay Principal Broker a leasing fee calculated and payable as follows:
|
|||
x
|
(a)
|
6.000 % of all base monthly rents to be paid for the term of the lease and the same percentage of the expense reimbursements stated or estimated in the lease, payable as follows: one-half of such amount at the time Landlord and Tenant execute the lease and the remainder on the date the lease commences.
|
||
o
|
(b)
|
N/A % of all base monthly rents to be paid for the term of the lease and the same percentage of the expense reimbursements stated or estimated in the lease, payable as follows: N/A
|
||
.
|
||||
o
|
(c)
|
N/A .
|
||
(2)
|
HOUSTON INTERNATIONAL REALTY LLC will pay Cooperating Broker a leasing fee calculated and payable as follows:
|
|||
x
|
(a)
|
3.000 % of all base monthly rents to be paid for the term of the lease and the same percentage of the expense reimbursements stated or estimated in the lease, payable as follows: one-half of such amount at the time Landlord and Tenant execute the lease and the remainder on the date the lease commences.
|
||
o
|
(b)
|
% of all base monthly rents to be paid for the term of the lease and the same percentage of the expense reimbursements stated or estimated in the lease, payable as follows:
|
||
.
|
||||
o
|
(c)
|
.
|
||
B.
|
Renewal and Expansion Fees: If Landlord and Tenant subsequently extend, renew, or expand the lease, including a new lease for more, less, or different space in the Property or in any other property owned, controlled, or managed by Landlord, the brokers will be paid the fees set forth below. The fees will be earned and payable when the extension, renewal, expansion or new lease is executed or commences, whichever is earlier.
|
|||
(1)
|
N/A will pay Principal Broker a renewal fee of:
|
|||
o
|
(a)
|
N/A % of all base monthly rents to be paid for the term of the extension, renewal, expansion, or new lease and the same percentage of the expense reimbursements stated or estimated in the lease governing the extension, renewal, expansion, or new lease.
|
||
o
|
(b)
|
N/A
|
||
.
|
(TAR-2102) 5-26-06 | Initialed for Identification by Tenant: HRP, ______, and Landlord: LG, ________ | Page 1 of 2 | |
Hou International Realty. Spring, TX 77380 | |||
Phone: 281-363-2845
|
Fax:
|
Richard Foulkes
|
POWER OF 3
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
(2)
|
N/A will pay Cooperating Broker a renewal fee of:
|
|||
ý
|
(a)
|
1% of all base monthly rents to be paid for the term of the extension, renewal, expansion, or new lease and the same percentage of the expense reimbursements stated or estimated in the lease governing the extension, renewal, expansion, or new lease.
|
||
o
|
(b)
|
N/A
|
||
.
|
||||
C.
|
Fees in the Event of a Sale: If, during any time the lease is in effect or during any time Tenant occupies the leased premises, including any extension, renewal, or expansion, Tenant agrees to purchase the leased premises or Property by oral or written agreement or option, brokers will be paid the additional fees set forth below. The additional fees will be earned at the time Landlord and Tenant enter into an agreement for the sale, purchase, or option for the leased premises or Property, and are payable at the time the sale or purchase closes.
|
|||
(1)
|
N/A will pay Principal Broker an additional fee of:
|
|||
o
|
(a)
|
N/A % of the sales price for the purchase.
|
||
o
|
(b)
|
N/A .
|
||
(2)
|
N/A will pay Cooperating Broker an additional fee of:
|
|||
o
|
(a)
|
N/A % of the sales price for the purchase.
|
||
o
|
(b)
|
N/A .
|
||
D.
|
County: All fees under this addendum are payable in MONTGOMERY County, Texas.
|
|||
E.
|
Attorney’s Fees: If Landlord, Tenant or any broker is a prevailing party in any legal proceeding brought as a result of a dispute under this addendum or any transaction related to or contemplated by this addendum, such party will be entitled to recover from the non-prevailing parties all costs of such proceeding, prejudgment interest, and reasonable attorney’s fees.
|
|||
F.
|
Special Provisions:
|
|||
N/A
|
Power 3 Medical Products
|
Projects & Developments of Hou
|
|||||
Tenant
|
Landlord
|
|||||
By
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/s/ Helen R Park
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5/28/10
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By
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/s/ LILIANA GUILLERMET
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||
Date
|
Date
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|||||
Tenant
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Landlord
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|||||
By
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By
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|||||
Date
|
Date
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|||||
TEXAS REAL ESATATE & COMPANY
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HOUSTON INTERNATIONAL REALTY LLC
|
|||||
Cooperating Broker
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Principal Brower
|
|||||
By
|
/s/ Harvey Mosqueda
|
By
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/s/ JUAN C. SANCHEZ
|
5/28/10
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||
HARVEY MOSQUEDA
|
Date
|
JUAN C. SANCHEZ |
Date
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(TAR-2102) 5-26-06
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Page 2 of 2
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Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
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POWER OF 3
|
ADDENDUM TO THE COMMERCIAL LEASE BETWEEN THE UNDERSIGNED PARTIES CONCERNING THE LEASED PREMISES AT 26202 Oak Ridge Dr. Bldg A#102, Spring, TX 77380
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A.
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Parking Type:
|
||||
x
|
(1)
|
Common Parking: Tenant and Tenant’s employees may park no more than 8 vehicles on the Property in the common parking areas located on the Property.
|
|||
o
|
(2)
|
Restricted Common Parking for Tenants: Tenant and Tenant’s employees may park no more than vehicles on the Property in the areas restricted for use by tenants of the Property.
|
|||
o
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(3)
|
Assigned Parking: Tenant’s assigned parking areas are identified as follows:
|
|||
o
|
(a)
|
||||
.
|
|||||
o
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(b)
|
as shown on the attached Exhibit ___________________.
|
|||
B.
|
In addition to any other rent, Tenant will pay, on or before the first day of each month during the term of the above-referenced lease, $ n/a as rent for the parking areas.
|
||||
C.
|
Tenant may not assign, sublet, or trade any parking space or parking area.
|
||||
D.
|
Tenant may not use any parking spaces or areas on the Property to store any vehicle, boats, trailers, or any other personal property.
|
||||
E.
|
Tenant’s guests, patrons, or invitees may park only in those areas designated by Landlord for Tenant’s guests, patrons, or invitees.
|
||||
F.
|
Landlord may, but is not obligated to, institute controlled-access systems to the parking areas, including but not limited to systems such as vehicle identification stickers, license numbers, or controlled-access devices. At the time the lease ends, Tenant must return all access devices to Landlord and pay the amounts in (2) and (3) below if Tenant fails to return an access device. If Landlord Issues controlled-access devices to Tenant, Tenant will:
|
||||
(1)
|
promptly report any lost device to Landlord:
|
||||
(2)
|
reimburse Landlord its cost to replace the lost access device; and
|
||||
(3)
|
pay Landlord a service fee of $ _______________________ for each lost access device.
|
(TAR-2107) 5-26-06
|
Initialed for Identification by Tenant: HRP, , and Landlord: LG,
|
Page l of 2
|
[ILLEGIBLE] International Realty-Spring, TX 77300
|
|||
Phone: 281-363-2845
|
Fax:
|
Richard Foulkes
|
POWER OF 3
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
Parking Addendum concerning
|
26202 Oak Ridge Dr. Bldg A #102, Spring, TX 77380
|
G.
|
If Tenant fails to timely pay the rent stated in Paragraph B, Landlord may: (i) exercise Landlord’s remedies under the default provisions of the lease; or (ii) terminate Tenant’s access to the restricted or assigned parking areas by providing Tenant with not less than 5 days written notice of Landlord’s intent to terminate Tenant’s access. If Landlord terminates Tenant’s access to the parking areas under this paragraph, the parking areas will be deemed to be released by Tenant for all purposes and Landlord may assign or lease the parking areas to others.
|
H.
|
Special Provisions:
|
Tenant cannot park in covered parking as they are assigned parking spaces. Covered parking spaces can be leased out in the amount of $100.00 a month per space. End special provisions.
|
Power 3 Medical Products
|
Projects & Developments of Hou
|
|||||
Tenant
|
Landlord
|
|||||
By
|
/s/ Helen R Park
|
05/28/10
|
By
|
/s/ LILIANA GUILLERMET
|
6-4-10 | |
Date
|
Date
|
|||||
Tenant
|
Landlord
|
|||||
By
|
By
|
|||||
Date
|
Date
|
(TAR-2107) 5-26-06
|
Page 2 of 2
|
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
|
POWER OF 3
|
July 2010
|
$ | 4,800 | ||
August 2010
|
$ | 24,600 | ||
September 2010
|
$ | 39,400 | ||
October 2010
|
$ | 33,871 | ||
November 2010
|
$ | 13,162 | ||
December 2010
|
$ | 38,648 | ||
January 2011
|
$ | 30,772 | ||
February 2011
|
$ | 13,882 | ||
March 2011 | $ | 26,798 | ||
April 2011 | $ | -0- |
1.
|
I have reviewed this Annual Report on Form 10-K of Power3 Medical Products, Inc. (the “company”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
4.
|
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the company’s most recent fiscal quarter (the company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
5.
|
The company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
/s/ Helen R. Park | |
Helen R. Park | |
Interim Chief Executive Officer |
1.
|
I have reviewed this Annual Report on Form 10-K of Power3 Medical Products, Inc. (the “company”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
4.
|
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the company’s most recent fiscal quarter (the company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
5.
|
The company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
/s/ Helen R. Park | |
Helen R. Park
Interim Chief Financial Officer
|
|
(1)
|
the report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated: May 5, 2011 | /s/ Helen R. Park |
Helen R. Park
Interim Chief Executive Officer and
Interim Chief Financial Officer
|