STATE OF NORTH CAROLINA
Exhibit 10.66
STATE
OF NORTH CAROLINA
COUNTY
OF MECKLENBURG
THIS
SUBLEASE is made and entered into this 21st day of December,
2017, by and between Kure Corp., a Florida limited liability
company, hereinafter referred to as “Sublessor” and
Beauty and Pinups, LLC, a North Carolina limited liability company,
hereinafter referred to as “Sublessee”.
W I T N E S S E T H:
THAT
WHEREAS, Sublessor is presently leasing certain premises from BIN
– Commerce LLC (“Landlord”) under a Lease
Agreement, a copy of which is attached hereto as Exhibit A (the
“Lease”) known as 0000 Xxxxxxxxxxxx Xxxxxxxxx, a
floorplan of which is attached as Exhibit B (the
“Premises”) containing approximately 14,000 square feet
(including warehouse and office space); and
WHEREAS, Sublessor
has agreed to sublease all of the Premises shown outlined on
Exhibit B attached
hereto and incorporated herein by reference (hereinafter the
“Sublet Premises”) to Sublessee, and Sublessee has
agreed to sublease the same from Sublessor in accordance with the
terms and conditions hereinafter set forth;
NOW
THEREFORE, in consideration of the foregoing recitals, the mutual
covenants hereinafter contained, and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Sublease.
Sublessor leases to Sublessee and Sublessee subleases from
Sublessor the Sublet Premises effective January 1,
2018.
2. Term.
The term of this Sublease shall begin on January 1, 2018 (the
“Beginning Date”), and extend through June 30, 2018
(the “Ending Date”). If Sublessee holds over after the
termination of this Sublease, it will be as a holdover tenant will
and Sublessee will indemnify Sublessor and hold Sublessor harmless
from any loss suffered as a result of such holdover.
3. Rental.
Sublessee shall pay rent to Sublessor for the Sublet Premises
beginning as of the Beginning Date in the amount of Three Thousand
Dollars ($3,000) per month, including each month as a holdover
tenant. The said monthly rent shall be due and payable on the first
(1st) day of each month beginning on the Beginning Date and shall
continue throughout the term of this Sublease, starting with any
partial month at the beginning or end of the term being prorated
and paid in advance.
4. Condition
of Sublet Premises and Furniture. Sublessee agrees to accept
the Sublet Premises in “as is,” broom clean condition
with all personal property removed therefrom, and Sublessor shall
have no responsibility to upfit or otherwise improve, maintain or
repair the Sublet Premises. Sublessee shall maintain the Sublet
Premises in good condition and repair, ordinary wear and tear and
casualties excepted.
5. Indemnity.
Sublessee does hereby agree to indemnify and hold harmless
Sublessor and Landlord from and against any and all claims for
bodily injury, including death, and property damage and any other
cost or expense occurring in or about the Sublet Premises resulting
from the acts or omissions of Sublessee, or any employee, agent, or
invitee of Sublessee, the breach of this Sublease or the Lease by
Sublessee, or otherwise resulting from the occupancy of the Sublet
Premises by Sublessee. Sublessor does hereby agree to indemnify and
hold harmless Sublessee from and against any and all claims for
bodily injury, including death, and property damage and any other
cost or expense occurring in or about the Sublet Premises prior to,
or after, the Sublease term.
6. Sublessor
Warranty. Sublessor warrants that the Lease is in full force
and effect and that to the best knowledge of Sublessor there exists
no defaults on the part of Landlord or Sublessor thereunder and
covenants that it will not amend the Lease in any way which may
have an adverse impact on Sublessee’s use or occupancy of the
Sublet Premises without Sublessee’s prior written consent.
Sublessor warrants that it make all payments to Landlord required
under the Lease, and Sublessor shall indemnify Sublessee and hold
Sublessee harmless from any liability, loss, cost or expense
incurred by Sublessee resulting from Sublessor’s breach of
the terms of the Lease or any of the foregoing
warranties.
7. Sublessee
Warranty. Sublessee warrants to Sublessor that it will make
all payments required under this Sublease and abide by and perform
all obligations hereunder and commit no default under this Sublease
or the Lease, and Sublessee shall indemnify Sublessor and hold it
harmless from any liability, loss, cost or expense resulting from
Sublessee’s breach of this warranty.
8. Security
Deposit. N/A
9. Address
of Sublessor and Sublessee.
Sublessor: Kure
Corp.
Xxxxx
Xxxxxx
0000
Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX
00000
Sublessee: Beauty
and Pinups, LLC
0000
Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX
00000
Attn:
Xxxx Xxxxxxx
All
moneys due and notices required under this Lease shall be sent to
the respective addresses of Sublessor and Sublessee set forth
above, as applicable, and unless otherwise provided, shall be in
writing.
10. Quiet
Enjoyment. Sublessee, upon performing its obligations
hereunder, shall hold and enjoy the Sublet Premises for the term
aforesaid, subject, however, to the terms of this Sublease and the
Lease.
11. Late
Payment. No late charges shall accrue.
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12. Services.
Sublessor shall provide the Sublet Premises with such utilities and
other services as are provided by Landlord to Sublessor under the
Lease and as may be agreed to between Sublessor and Sublessee,
provided that if Sublessor uses extra services that require
Sublessor to pay additional compensation to Landlord under the
Lease, Sublessee shall reimburse such cost to Sublessor upon
submission of invoice.
13. Interruption
of Services. Sublessor does not warrant that any services
supplied to the Sublet Premises will not be interrupted, including
without limitation interruptions due to accidents, storms, Acts of
God, repairs, alterations, improvements, labor troubles, or any
other reason beyond the reasonable control of Sublessor, and any
interruption shall not: (i) be considered an eviction or
disturbance of Sublessee’s use and possession of the Sublet
Premises; (ii) make Sublessor liable to Sublessee for damages;
(iii) xxxxx monthly rent or any other charge under this Sublease;
or (iv) relieve Sublessee from performing Sublessee’s
obligations hereunder.
14. Reserved
15. Alterations.
Sublessee shall make no alterations, additions or improvements
(collectively “Improvements”) to the Sublet Premises,
without the prior written consent of Sublessor, which may be
withheld in Sublessor’s sole discretion; provided, however,
Sublessee may elect to make interior, non-structural alterations
which do not impact any building systems without Sublessor’s
consent provided Sublessee removes such alterations at the end of
the Sublease term and restores the Sublet Premises to the condition
in which it existed immediately prior to the installation of such
items, ordinary wear and tear and casualties excepted.
16. Right
of Entry. Sublessor shall have the right to enter and grant
licenses to enter the Sublet Premises for any reasonable purpose at
any time upon reasonable advance verbal notice (except in
emergencies and normal and customary janitorial and maintenance
services when no notice is required).
17. Sublessee’s
Care of Sublet Premises. Sublessee shall be responsible
for all maintenance obligations of Sublandlord as tenant under the
Lease, to the extent such repair or replacements relate to the
Sublet Premises, employing materials and labor of a kind and
quality equal to the original installations.
18. Surrendering
the Sublet Premises. Sublessee shall surrender the Sublet
Premises to Sublessor in the same broom clean condition that the
Sublet Premises were in on the Beginning Date except for ordinary
wear and tear and damage by the elements, fire, and other casualty.
On surrender, Sublessee shall remove from the Sublet Premises its
personal property and trade fixtures installed by Sublessee, and
repair any damage to the Sublet Premises caused by such removal.
Any items installed by Sublessee and not removed by Sublessee as
required above shall be considered abandoned and Sublessor may
dispose of abandoned items as Sublessor chooses and xxxx Sublessee
for the cost of their disposal, minus any revenues received by
Sublessor for their disposal.
19. Use
and Occupancy. Sublessee shall use the Sublet Premises for
the purposes permitted under the Lease, and shall make no unlawful
use of the Sublet Premises.
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20. Hazardous
Substances. Sublessee shall not use, store, generate or
dispose of any Hazardous Substances (as defined below), or permit
the same, in, on, above or below any part of the Sublet Premises or
Property except only reasonable quantities of normal and customary
office supplies used in compliance with applicable law which
Sublessee shall remove from the Sublet Premises and Property at the
end of the Term. Sublessee shall indemnify and hold Sublessor
harmless from all claims, damages, fines, judgments, penalties,
costs, liabilities or losses, (including without limitation, any
and all sums paid for settlement of claims, attorney’s fees,
consultant and expert fees) arising during or after the Term as a
result of a breach of this section by Sublessee. “Hazardous
Substance” means any substance which is toxic, ignitable,
reactive, or corrosive and which is regulated by any governmental
body having jurisdiction over the same, and includes any and all
materials or substances which are defined as “hazardous
waste”, “extremely hazardous waste” or a
“hazardous substance” pursuant to state, federal or
local law. “Hazardous Substance” includes but is not
restricted to asbestos, polychlorobiphenyls
(“PCB’s”) and petroleum. In no event shall
Sublessee be liable for any Hazardous Substance which existed in
the Sublet Premises or related common areas as of the Beginning
Date or for any Hazardous Substance introduced by Landlord,
Sublandlord, other tenants of the building, or their employees,
agents, contractors or invitees.
21. Sublessee’s
Insurance. Sublessee shall keep in force, during the term of
this Sublease, or any renewal or extension thereof, workmen’s
compensation insurance as required by law, and commercial general
liability insurance, with such limits and with such insurance
carriers as may be reasonably requested by Sublessor, but with
minimum limits not less than Two Million Dollars ($2,000,000.00) in
the aggregate on account of bodily injury, including death, and
property damage, in or about the Sublet Premises or Property, in
any one occurrence, with a contractual liability endorsement, which
liability insurance shall name Sublessor and Landlord as an
additional insureds and provide that it shall not be canceled for
any reason unless Sublessor is given fifteen (15) days’
notice in writing by the insurance company. Sublessee shall deposit
satisfactory evidence of the above coverages prior to occupancy of
the Sublet Premises.
22. Sublessee’s
Personal Property. Sublessor shall not be liable for any
damage to, or loss of Sublessee’s personal property or trade
fixtures arising from fire or the leaking of the roof, or from the
bursting, leaking, or overflowing of water, sewer or steam pipes or
from any other cause whatsoever, unless due to the negligence or
willful misconduct of Sublessor.
23. Waiver
of Subrogation.
Each party hereto waives claims arising in its favor against the
other party for loss or damage to such injured party’s
property located within the Sublet Premises which waiver applies to
the extent the loss or damage is covered by the injured
party’s insurance. Each party hereto shall cause its property
insurance to contain an insurance industry standard waiver of
subrogation endorsement.
24. Right
to Terminate. If any part of the Sublet Premises is taken by
right of eminent domain or private purchase in lieu thereof, then
either party hereto shall have the right to terminate this Sublease
effective on the date physical possession is taken by the
condemning authority or private purchaser, by written notice to the
other party prior to or within ten (10) days after said effective
date.
25. Sublessee’s
Default. Sublessee shall be in default under this Lease
if:
4
(i) Sublessee
fails to pay monthly rent or any other sum due hereunder within
five (5) days after Sublessee receives notice from Sublessor of
such nonpayment by the due date; or
(ii) Sublessee
fails to perform any other Sublessee obligation within a period of
twenty (20) days or the additional time, if any, that is reasonably
necessary to promptly and diligently cure the failure, after
Sublessee receives notice from Sublessor setting forth in
reasonable detail the nature and extent of the said
failure.
26. Sublessor’s
Remedies. Upon Sublessee’s default, Sublessor shall
have all remedies provided in law or equity, including without
limitation, the right to end this Sublease or Sublessee’s
right to possession hereunder, in which case Sublessee shall
immediately vacate the Sublet Premises; with or without process of
law, and if necessary, remove Sublessee, with or without having
ended the Sublease, and alter locks and other security devices at
the Sublet Premises, and Sublessee waives any claim for damages by
reason of Sublessor’s reentry, repossession, or alteration of
locks or other security devices and for damages by reason of any
legal process. If Sublessor ends this Sublease or Sublessee’s
right to possess the Sublet Premises hereunder, Sublessee shall be
liable to Sublessor for monthly rent, and any other indebtedness of
Sublessee under this Sublease, accrued to the date the Sublease
ends and thereafter scheduled during the remainder of the Term.
Sublessor may xxx and take any other action provided by law to
collect the amounts due hereunder at any time and from time to time
without waiving its rights to xxx for and collect further amounts
due from Sublessee hereunder. Notwithstanding the foregoing, (i)
Sublessor agrees to use commercially reasonable efforts to mitigate
its damages following an event of default by Sublessee, and (ii)
Sublessor shall comply with all applicable laws with respect to the
pursuit of any remedy against Sublessee following an event of
default by Sublessee.
27. Waiver.
The waiver of the breach of any agreement herein by either party in
any one instance shall not be deemed to be a waiver of such
agreement or any subsequent breach of the same or any other
agreement herein contained, and the acceptance of rent hereunder by
Sublessor subsequent to the breach of this Sublease by Sublessee
shall not be deemed to be a waiver of such breach, other than the
failure of Sublessee to pay the particular rental so accepted,
regardless of Sublessor’s knowledge of such breach at the
time of acceptance of such rent.
28. Sublessor’s
Default. Sublessor shall not be in default for failure to
perform any of its Sublease obligations until after a period of
thirty (30) days or the additional time, if any, that is reasonably
necessary to promptly and diligently cure the failure after
receiving notice from Sublessee, in writing and giving in
reasonable detail the nature and extent of the failure and
identifying the Sublease provisions(s) containing the
obligations(s).
29. Survival.
Any provision of this Sublease which by its nature would require
the survival of the ending of this Sublease, shall survive the
ending of this Lease.
30. Assignment
and Subletting.
Sublessee shall not transfer, mortgage, grant a security interest
in, encumber, or assign this Sublease, or any interest therein, or
sublease all or part of the Sublet Premises, without
Sublessor’s advance written consent, which Sublessor may
withhold in its sole discretion; provided, however, Sublessee may
elect to assign this Lease or sublease all or any portion of the
Sublet Premises without Sublessor’s consent to an Affiliate
(as
5
hereinafter
defined) upon five (5) days advance written notice to Sublessor.
For purposes hereof, an Affiliate shall be defined as any entity
which acquires all or substantially all of the stock or assets of
Sublessee or which controls, is controlled by, or under common
control with, Sublessee.
31. Subordination.
This Sublease, and Sublessee’s rights hereunder shall at all
times be subordinate to the Lease and all mortgages and deeds of
trust now existing or hereafter placed on the building or Property.
Sublessee will, upon request by Sublessor, execute and deliver to
Sublessor, or to any other person designated by Sublessor, any
instrument or instruments, including but not limited to such
subordination, attornment and nondisturbance agreements, or
estoppel letters, as may be required by Sublessor, Landlord or any
secured lender, to give effect to the provisions of this
paragraph.
32. General
Provisions. All
pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of
the person(s), firm(s), or corporation(s) may require. This
Sublease may be executed in counterparts, all of which taken
together, shall be deemed one original. This Sublease embodies the
full agreement of the parties and supersedes all prior
understandings concerning the subject matter of this Sublease, and
any amendment or modification must be in writing and signed by both
parties. This Sublease shall be construed and enforced in
accordance with the law of the State of North Carolina. In the
event that any provision of this Sublease shall be determined to be
invalid or unenforceable, the remaining provisions thereof which
can be separated from the invalid, unenforceable provision shall
continue in full force and effect. The section titles, numbers and
captions contained in this Sublease are only for convenience and
reference, and in no way define, limit, extend, modify or describe
the scope or intent of this Sublease nor any provision herein.
Except as otherwise provided in this Sublease, time is of the
essence in the performance of the provisions of this
Sublease.
33. Reserved
34. Authority
of Parties. Each party warrants that it is authorized to
enter into this Sublease, that the person signing on its behalf is
duly authorized to execute the Sublease, and that no other
signatures are necessary, and each person signing this Sublease
certifies that he or she is authorized by the party on whose behalf
such person is signing and that no further authorization or
signatures are required for such person’s signature to bind
such party hereunder.
35. Other
Provisions. Notwithstanding anything contained herein to the
contrary, in no event shall Sublessor or Sublessee be liable to the
other for any party claiming through or on behalf of Sublessor or
Sublessee, for any consequential, indirect or special
damages.
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IN
WITNESS WHEREOF, the parties hereto have executed this Sublease as
of the day and year first above written.
SUBLESSOR:
Kure
Corp.
By:
________________________________
Xxxxx
Xxxxxx, CEO
Date:________________________
SUBLESSEE:
Beauty
and Pinups, by its Manager,
Level
Brands, Inc., an North Carolina corporation,
By:
________________________________
Xxxx
Xxxxxxx, CFO
Date:________________________
L
SUBLESSEE:
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EXHIBIT A
Lease
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EXHIBIT B
Flooplan of Premises
[follows on next page]
