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EXHIBIT 10.22 - Real Sublease Agreement
between Registrant and
Bingo Technology Corporation
[CB COMMERCIAL LOGO] SUBLEASE
1. PARTIES.
This Sublease, dated August , 1998, is made between Borealis Technology
Corporation ("Sublessor"), and Bingo Technology Corporation ("Sublessee").
2. MASTER LEASE.
Sublessor is the lessee under a written lease dated June 11, 1996, wherein
DBB Holding, Inc. ("Lessor") leased to Sublessor the real property located
in the City of Xxxxxx City, County of Xxxxxx City, State of Nevada,
described as 19,105 square foot building at 4070 Silver Sage Drive ("Master
Premises"). Said lease has been amended by the following amendments None;
said lease and amendments are herein collectively referred to as the
"Master Lease" and are attached hereto as Exhibit "A."
3. PREMISES.
Sublessor hereby subleases to Sublessee on the terms and conditions set
forth in this Sublease the following portion of the Master Premises
("Premises"): Entire Building.
4. WARRANTY BY SUBLESSOR.
Sublessor warrants and represents to Sublessee that the Master Lease has
not been amended or modified except as expressly set forth herein, that
Sublessor is not now, and as of the commencement of the Term hereof will
not be, in default or breach of any of the provisions of the Master Lease,
and that Sublessor has no knowledge of any claim by Lessor that Sublessor
is in default or breach of any of the provisions of the Master Lease.
5. TERM.
The Term of this Sublease shall commence on November 15, 1998
("Commencement Date"), or when Lessor consents to this Sublease (if such
consent is required under the Master Lease), whichever shall last occur,
and end on April 15, 2000 ("Termination Date"), unless otherwise sooner
terminated in accordance with the provisions of this Sublease. In the event
the Term commences on a date other than the Commencement Date, Sublessor
and Sublessee shall execute a memorandum setting forth the actual date of
commencement of the Term. Possession of the Premises ("Possession") shall
be delivered to Sublessee on the commencement of the Term. If for any
reason Sublessor does not deliver Possession to Sublessee on the
commencement of the Term, Sublessor shall not be subject to any liability
for such failure, the Termination Date shall not be extended by the delays,
and the validity of this Sublease shall not be impaired, but rent shall
xxxxx until delivery of Possession. Notwithstanding the foregoing, if
Sublessor has not delivered Possession to Sublessee within thirty (30) days
after the Commencement Date, then at any time thereafter and before
delivery of Possession, Sublessee may give written notice to Sublessor of
Sublessee's intention to cancel this Sublease. Said notice shall set forth
an effective date for such cancellation which shall be at least ten (10)
days after delivery of said notice to Sublessor. If Sublessor delivers
Possession to Sublessee on or before such effective date, this Sublease
shall remain in full force and effect. If Sublessor fails to deliver
Possession to Sublessee on or before such effective date, this Sublease
shall be cancelled, in which case all consideration previously paid by
Sublessee to Sublessor on account of this Sublease shall be returned to
Sublessee, this Sublease shall thereafter be of no further force or effect,
and Sublessor shall have no further liability to Sublessee on account of
such delay or cancellation. If Sublessor permits Sublessee to take
Possession prior to the commencement of the Term, such early Possession
shall not advance the Termination Date and shall be subject to the
provisions of this Sublease, including without limitation the payment of
rent.
6. RENT.
6.1 Minimum Rent. Sublessee shall pay to Sublessor as minimum rent,
without deduction, setoff, notice, or demand, at DBB Holdings, Inc.,
XX Xxx 0000, Xxxxxxx Xxxxxxx, Xxxxxx 00000-0000 or at such other place
as Sublessor shall designate from time to time by notice to Sublessee,
the sum of See Attachment A - Rent Schedule Dollars ($_____) per
month, in advance of the first day of each month of the Term,
Sublessee shall pay to Sublessor upon execution of this Sublease the
sum of Sixteen Thousand Two Hundred Fifty-Two and 50/100 Dollars
($16,252.50) as rent for November, 1998. If the Term begins or ends on
a day other than the first or last day of a month, the rent for the
partial months shall be prorated on a per diem basis. Additional
provisions:
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6.2 Operating Costs. If the Master Lease requires Sublessor to pay to
Lessor all or a portion of the expenses of operating the building
and/or project of which the Premises are a part ("Operating Costs"),
including but not limited to taxes, utilities, or insurance, then
Sublessee shall pay to Sublessor as additional rent __________ percent
(100%) of the amounts payable by Sublessor for Operating Costs
incurred during the Term. Such
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additional rent shall be payable as and when Operating Costs are
payable by Sublessor to Lessor. If the Master Lease provides for the
payment by Sublessor of Operating Costs on the basis of an estimate
thereof, then as and when adjustments between estimated and actual
Operating Costs are made under the Master Lease, the obligations of
Sublessor and Sublessee hereunder shall be adjusted in a like manner;
and if any such adjustment shall occur after the expiration or earlier
termination of the Term, then the obligations of Sublessor and
Sublessee under this Subsection 6.2 shall survive such expiration or
termination. Sublessor shall, upon request by Sublessee, furnish
Sublessee with copies of all statements submitted by Lessor of actual
or estimated Operating Costs during the Term.
7. SECURITY DEPOSIT.
Sublessee shall deposit with Sublessor upon execution of this Sublease the
sum of Sixteen Thousand Two Hundred Fifty-Two and 50/100 Dollars
($16,252.50) as security for Sublessee's faithful performance of
Sublessee's obligations hereunder ("Security Deposit"). If Sublessee fails
to pay rent or other charges when due under this Sublease, or fails to
perform any of its other obligations hereunder, Sublessor may use or apply
all or any portion of the Security Deposit for the payment of any rent or
other amount when due hereunder and unpaid, for the payment of any other
sum for which Sublessor may become obligated by reason of Sublessee's
default or breach, or for any loss or damage sustained by Sublessor as a
result of Sublessee's default or breach. If Sublessor so uses any portion
of the Security Deposit, Sublessee shall, within ten (10) days after
written demand by Sublessor, restore the Security Deposit to the full
amount originally deposited, and Sublessee's failure to do so shall
constitute a default under this Sublease. Sublessor shall not be required
to keep the Security Deposit separate from its general accounts, and shall
have no obligation or liability for payment of interest on the Security
Deposit. In the event Sublessor assigns its interest in this Sublease,
Sublessor shall deliver to its assignee so much of the Security Deposit as
is then held by Sublessor. Within ten (10) days after the Term has
expired, or Sublessee has vacated the Premises, or any final adjustment
pursuant to Subsection 6.2 hereof has been made, whichever shall last
occur, and provided Sublessee is not then in default of any of its
obligations hereunder, the Security Deposit, or so much thereof as had not
theretofore been applied by Sublessor, shall be returned to Sublessee or
to the last assignee, if any, of Sublessee's interest hereunder.
8. USE OF PREMISES.
The Premises shall be used and occupied only for computer software
technology, research and development, general office, sales, and storage,
and for no other use or purpose.
9. ASSIGNMENT AND SUBLETTING.
Sublessee shall not assign this Sublease or further sublet all or any part
of the Premises without the prior written consent of Sublessor (and the
consent of Lessor, if such is required under the terms of the Master
Lease).
10. OTHER PROVISIONS OF SUBLEASE.
All applicable terms and conditions of the Master Lease are incorporated
into and made a part of this Sublease as if Sublessor were the lessor
thereunder, Sublessee the lessee thereunder, and the Premises the Master
Premises, except for the following:
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
Sublessee assumes and agrees to perform the lessee's obligations under the
Master Lease during the Term to the extent that such obligations are
applicable to the Premises, except that the obligation to pay rent to
Lessor under the Master Lease shall be considered performed by Sublessee
to the extent and in the amount rent is paid to Sublessor in accordance
with Section B of this Sublease. Sublessee shall not commit or suffer any
act or omission that will violate any of the provisions of the Master
Lease. Sublessor shall exercise due diligence in attempting to cause
Lessor to perform its obligations under the Master Lease for the benefit
of Sublessee. If the Master Lease terminates, this Sublease shall
terminate and the parties shall be relieved of any further liability or
obligation under this Sublease, provided however, that if the Master Lease
terminates as a result of a default or breach by Sublessor or Sublessee
under this Sublease and/or the Master Lease, then the defaulting party
shall be liable to the nondefaulting party for the damage suffered as a
result of such termination. Notwithstanding the foregoing, if the Master
Lease gives Sublessor any right to terminate the Master Lease in the event
of the partial or total damage, destruction, or condemnation of the Master
Premises or the building or project of which the Master Premises are a
part, the exercise of such right by Sublessor shall not constitute a
default or breach hereunder.
11. ATTORNEYS' FEES.
If Sublessor, Sublessee, or Broker shall commence an action against the
other arising out of or in connection with this Sublease, the prevailing
party shall be entitled to recover its costs of suit and reasonable
attorney's fees.
12. AGENCY DISCLOSURE:
Sublessor and Sublessee each warrant that they have dealt with no other
real estate broker in connection with this transaction except; CS
COMMERCIAL REAL ESTATE GROUP, INC, who represents Borealis Technology
Corporation and CB Xxxxxxx Xxxxx, Inc., who represents Singo Technology
Corporation. In the event that CB COMMERCIAL REAL ESTATE GROUP, INC.
represents both Sublessor and Sublessee, Sublessor and Sublessee hereby
confirm that they were timely advised of the dual representation and that
they consent to the same, and that they do not expect said broker to
disclose to either of them the confidential information of the other party.
13. COMMISSION.
Upon execution of this Sublease, and consent thereto by Lessor (if such
consent is required under the terms of the Master Lease), Sublessor shall
pay Broker a real estate brokerage commission in accordance with
Sublessor's contract with Broker for the subleasing of the Premises, if
any, and otherwise in the amount of based on rent schedules in Attachment A
______________________________________________ Dollars ($________________),
for services rendered in effecting this Sublease. Broker is hereby made a
third party beneficiary of this Sublease for the purpose of enforcing its
right to said commission. Commission due at move in date.
14. NOTICE.
All notices and demands may or are to be required or permitted to be given
by either party on the other hereunder shall be in writing. All notices
and demands by the Sublessor to Sublessee shall be sent by United States
Mail, postage prepaid, addressed to the Sublessee at the Premises, and to
the address hereinbelow, or to such other place as Sublessee may from
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time to time designate in a notice to the Sublessor. All notices and demands by
the Sublessee to Sublessor shall be sent by United States Mail, postage prepaid,
addressed to the Sublessor at the address set forth herein, and to such other
person or place as the Sublessor may from time to time designate in a notice to
the Sublessee.
To Sublessor:___________________________________________________________________
To Sublessee: BTC, X.X. Xxx 0000, Xxxxxxxxx, XX 00000 ATTN: Xxxxxxx Xxx
15. CONSENT BY LESSOR. THIS SUBLEASE SHALL BE OF NO FORCE OR EFFECT UNLESS
CONSENTED TO BY LESSOR WITHIN 10 DAYS AFTER EXECUTION HEREOF, IF SUCH
CONSENT IS REQUIRED UNDER THE TERMS OF THE MASTER LEASE.
18. COMPLIANCE.
The parties hereto agree to comply with all applicable federal, state and
local laws, regulations, codes, ordinances and administrative orders having
jurisdiction over the parties, property or the subject matter of this
Agreement, including, but not limited to, the 1964 Civil Rights Act and all
amendments thereto, the Foreign investment in Real Property Tax Act, the
Comprehensive Environmental Response Compensation and Liability Act, and The
American With Disabilities Act.
Sublessor: Borealis Technology Corp. Sublessee: Bingo Technology Corp.
By: Xxxxxxxxx X. Xxxxxx By: [SIG]
Title: CFO Title: C.O.O.
By:_________________________________ By:_________________________________
Title:______________________________ Title: President
Date:_______________________________ Date: 9/3/98
LESSOR'S CONSENT TO SUBLEASE
The undersigned ("Lessor"), lessor under the Master Lease, hereby consents to
the foregoing Sublease without waiver of any restriction in the Master Lease
concerning further assignment or subletting. Lessor certifies that, as of the
date of Lessor's execution hereof, Sublessor is not in default or breach of any
of the provisions of the Master Lease, and that the Master Lease has not been
amended or modified except as expressly set forth in the foregoing Sublease.
Lessor:__________________________
By:______________________________
Title:___________________________
By:______________________________
Title:___________________________
Date:____________________________
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CONSULT YOUR ADVISORS - This document has been prepared for approval by your
attorney. No representation or recommendation is made by Broker as to the
legal sufficiency or tax consequences of this document or the transaction to
which it relates. These are questions for your attorney.
In any real estate transaction, it is recommended that you consult with a
professional, such as a civil engineer, industrial hygienist, or other
person, with experience in evaluating the condition of the property,
including the possible presence of asbestos, hazardous materials and
underground storage tanks.
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ATTACHMENT A
RENT SCHEDULE
Months 1 through 3 $16,252.50
Months 4 through 12 $17,031.34
Months 13 through 15 $23,031.34
Months 16 through 27 $23,837.44
Months 28 through 39 $24,671.75
Sublessor [SIG] Date 9/22/98
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Sublessee [SIG] Date 9/3/98
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ATTACHMENT B
This lease is for 15 months, terminating April 1, 2000, with two one year
options.
Sublessee agrees to two, one year options, commencing April 1, 2000,
terminable under the following conditions: Sublease can terminate the options by
notifying Sublessor of intent to do so 90 days prior to the end of the lease
period. That is, if on or before January 1, 2000, Sublessee notifies Sublessor
of intent to terminate said options, said options shall expire and become
non-enforceable. If on or before January 1, 2001, Sublessee notifies Sublessor
of intent to terminate the second option (commencing April 1, 2001) said second
option shall expire and become non-enforceable. Notice to terminate first option
is considered proper notice to terminate second option. No extension shall go
past January 31, 2002, the date of the original lease.
If notice of termination is not given to Sublessor by the dates outlined
above, the option will automatically roll to another year.
Sublessor XXXXXXXXX X. XXXXXX Date 9/22/98
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Sublessee [SIG] Date 9/15/98
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