SUBLEASE AGREEMENT
Exhibit
10.2
THIS SUBLEASE AGREEMENT (this
"Agreement") is dated to be effective as of the 11th day of APRIL 2008, and is
made and entered by and among AMARIS DEVELOPMENT LC the ("Landlord"), SILVER
STAR ENDEAVORS, LLC ("Sublandlord") and SILVER STAR CAPITAL HOLDINGS, INC.
("Subtenant").
INTRODUCTORY
PROVISIONS
The
following form the basis of and are a part of this Agreement:
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A.
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AMARIS
DEVELOPMENT LC as Landlord, and SILVER STAR ENDEAVORS, LLC, as
Sublandlord, entered into an Agreement of Lease dated July 1st, 2004,
("Lease"), a copy of which is attached hereto as Exhibit "A" and made a
part hereof for all purposes.
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B.
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The
Lease covers certain demised premises (the “Premises") comprising
approximately 4,500 square feet known as 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxx 00000.
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C.
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Subject
to the terms and provisions of this Agreement, Sublandlord desires to
sublet to Subtenant, in accordance with the term of this Agreement,
approximately 2,000 square feet of the Premises ("Subleased Premises"),
the Subleased Premises being more particularly described by drawing on
Exhibit "B" attached hereto and made a part hereof for all purposes, and
the leasehold interest with respect to the Subleased Premises being
hereinafter referred to as the "Subleased Leasehold"; and Sublessee
desires to assume all of Sublessor's obligations with respect to the
Subleased leasehold for the Sublease Term. The Subleased
Leasehold, together with all of Sublessor's interest in and to the
Subleased Premises, are collectively referred to herein as the
"Subleasehold Estate."
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NOW, THEREFORE, for the mutual
covenants contained herein and other good and valuable considerations, the
receipt and sufficiency of which are hereby acknowledged, Landlord, Sublandlord
and Subtenant hereby agree as follows:
AGREEMENTS
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X.
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Xxxxx
and Assumption of Subleasehold Estate. As of and
from the commencement of the Sublease Term, Sublandlord hereby
sublets to Subtenant, and Subtenant hereby sublets from Sublandlord, the
Subleasehold Estate, subject to the terms and provisions contained herein,
and Subtenant assumes all of the obligations as tenant under the Lease
with respect to the Subleasehold Estate and agrees to perform and comply
with the terms and provisions of the Lease as tenant with respect to the
Subleasehold Estate to be performed and complied with by the tenant under
the Lease, subject to the provisions of this
Agreement.
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2.
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Rental.
The obligations of Subtenant to consideration set forth in section 3 by
the
tenant to Sublandlord under the Lease attributable to the Subleased Premises (collectively
referred to as "Rental") shall run solely to Sublandlord and Subtenant agrees to pay to
Sublandlord, in accordance with the payment set below. Subtenant's
obligation to pay Rental is
an independent obligation and not subject to any offset or defense on account of any
act of Landlord or Sublandlord. In the event of a failure by
Subtenant to pay the transfer of shares as consideration for the Rental as
provided herein in accordance with the terms of this Agreement,
Sublandlord, in addition to any rights and remedies which arise
at law or in equity, shall be
entitled to exercise any and all of the rights
and remedies that would be available to Landlord under the
Lease in the event of a similar failure by Sublandlord and specified in
paragraph 19.
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3.
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Rent
Schedule.
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Rent:
Year One:
Subtenant shall remit to Sublandlord 2,000,000 shares to be paid on or before
April 14, 2008 to Sublandlord’s subsidiary company “PROVINCIAL VENTURES LLC”
delivered in certificate form. Such shares must be valid certificates of SILVER
STAR CAPITAL HOLDINGS, INC. and will be considered fully tendered when
Sublandlord receives the 2,000,000 shares from the Subtenant’s transfer agent
First American Stock Transfer in Phoenix, Arizona. Sublandlord will register the
Initial Statement of Beneficial Ownership of Securities with XXXXX and Subtenant
will provide assistance and guidance in doing such. No rent shall be
due until one year from the date of receipt of stock certificates. Stock
certificates are expected by April 14th. Subtenant may then proceed
to build out and obtain its certificate of occupancy as provided in Section 7.
The valuation of the one-year lease as consideration is as follows.
Year
rent: $48,000.00
Deposit:
$10,000.00
Build out
not to exceed: $30,000.00
Landlord
and Sublandlord acknowledge and agree that upon payment by Subtenant as set
forth in the first paragraph, Subtenant will have paid all Rentals due under
this Section.
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4.
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Renewal
Options. Subtenant shall have the right to exercise one one-year renewal
option at the end of lease term. Said option must be exercised by written
notice not less than 120 days prior to the expiration of the then current
lease term. Should Subtenant exercise such option, rental rates shall
reflect the following: Subtenant shall remit to Sublandlord $4,000.00 to
be paid on or before the first day of each month beginning April
14,2009. The Sublandlord agrees that the foregoing
renewal option is independent of Sublandlord’s obligations to Landlord and
specifically granting this renewal option to Subtenant if the following
conditions are met:
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a)
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A
registered corporation and actively trading with
volume
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b)
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Subtenant
is a fully reporting corporation to the SEC and is current in its
reports
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c)
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All
above consideration has been met and no terms of this lease have been
defaulted
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d)
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The
primary operations of the leasehold premises are for SSTA
operations
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5.
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Use
of Premises. Subtenant may use the Premises for the following purposes:
the operations of SSTA as a publicly traded company, and the predominate
activities needed to execute SSTA
business. By execution of
this document by Sublandlord and Subtenant,
they hereby amend and control the
original provision stated
in paragraph 6 of the Exhibit
A. This amendment hereby narrows the permitted
use.
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6.
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Sublease
Term. The term of this Agreement shall be the period commencing on
April 14th, 2008 and ending on April 13th, 2009 (the "Sublease Term"). The actual lease
commencement date shall occur on the first day after receipt of stock certificates to
Sublandlord’s subsidiary company “PROVINCIAL VENTURES LLC” in certificate
form. Lease is considered fully executed and paid when valid stock
certificates are delivered to Sublandlord and the shares are registered on
Xxxxx. The certificate of occupancy and the initial lease term shall end
exactly 12 months after the lease commencement date. It is
understood that while Sublandlord is building out the space the lease will
still run concurrently for Sublandlord will be allowing Subtenant use of
its adjacent leasehold. This shall continue for an estimated
three months and is not limited to longer, if
needed.
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7.
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Operating
Expenses. Subtenant shall be responsible for all utility expenses
including any deposits owed to
the respective utility companies
for the Subleased Premises.
Sublandlord represents that the Subleased Premises are separately metered for all utilities. Subtenant shall also be responsible for all other expenses related to the operation of the
business, including but not limited to janitorial, cleaning and trash removal, excluding
maintenance of alley and entrance
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8.
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Terms
of Lease Binding on Sublease. Except as specifically set forth in this
Agreement to the contrary, the rights and obligations
of Sublandlord and Subtenant under this Agreement
shall be determined by the rights and obligations of the Landlord and
Tenant under the Lease, the terms of which Lease are hereby incorporated
herein by reference as if set forth herein in their entirety;
and for purposes of incorporating
such terms into this
Agreement, the
terms "Landlord” or “Lessor" shall mean and refer to Sublandlord, the terms "Tenant” or
“Lessee" shall mean and refer to Subtenant, the term “Demised Premises”
shall mean and refer
to the Subleased Premises and the term “Lease Agreement” shall mean and refer to this
Agreement. In the event of any conflict between the Lease and
this Agreement, the provisions of this Agreement will
prevail.
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9.
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Indemnity.
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A.
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Subtenant agrees to hold Sublandlord and Landlord harmless and to
indemnify Sublandlord and Landlord from and against all liability, loss,
cost, expense or damage (including reasonable
attorneys’ fees and court costs) which Sublandlord and Landlord incur
with respect to the Subleased Premises arising from or in connection with (i) Subtenant’s
occupancy of the Subleased Premises; (ii) the
negligence or misconduct of Subtenant or
any Person acting at the instance of Subtenant; or (iii) any breach or
default in the performance of any obligation to be performed by Subtenant
under the terms of this Agreement.
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B.
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Sublandlord agrees to hold Subtenant harmless and to indemnify
Subtenant from and against all liability, loss, cost, expense or
damage (including reasonable attorneys’ fees and
court costs) which Subtenant incurs with respect to the Demised
Premises arising from or in connection with (i) Subtenant’s
occupancy of the Demised Premises; (ii) the
negligence or misconduct of Sublandlord
or Landlord or
any person acting at the
instance of Sublandlord or Landlord; or (iii) any breach or
default in the performance of any obligation to be performed by
Sublandlord or Landlord under the terms of this Agreement or the
Lease.
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10.
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Permitted
Exceptions. This sublease, assignment and conveyance is made
subject to any
and all matters whether of
record or not, which affect or relate to the Sublease Estate
and any and all facts or circumstances which a
detailed and thorough inspection of the Subleased Premises and the
Building would reveal.
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11.
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Acceptance
of Subleased
Premises. By acceptance of this Agreement,
Subtenant acknowledges that Sublandlord has not made and does not hereby make any
express or implied representations or warranties whatsoever with respect to the conditions
thereof, including without limitation any representation or warranty
regarding merchantability or
fitness for any purpose, and Sublessee accepts the Subleased Premises and Subleasehold
Estate “AS
IS." Notwithstanding the foregoing, Sublandlord
represents and warrants that the air conditioning unit, electrical outlets
and wiring are in good operating condition and repair. In
addition, the Subtenant has the right to have the Subleased Premises inspected following
execution of this Agreement.
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12.
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Security
Deposit. Subtenant as part of consideration with the stock
transfer with Sublandlord has valid consideration as set forth in section
3 as security for the performance of all of Subtenant's obligations under
this Agreement. Upon expiration of the Sublease Term and
upon satisfaction of all obligations under this
Agreement by Subtenant,
the deposit is retained by Sublandlord as it will have
completed performance of its obligation for a full years rent for the
shares transferred in consideration of one years rent and such deposit is deemed as
compensatory for such.
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13.
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Subtenant
Improvements.
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A.
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Subtenant
shall be responsible for and bear all expenses for performing all interior
alterations to the Subleased Premises in excess of $30,000.00. When said
amount has been
exceeded, Sublandlord has met its
obligation pursuant to this
lease and may at its discretion wait on
additional funds without violating any terms of this agreement.
Furthermore, after 6 m
months if the build out is
not complete due to lack of
funding beyond the documented $30,000.00 spent by
Sublandlord for the build out, the Sublandlord has
the right to give a 30-day notice to Subtenant
to leave Sublandlord’s adjacent leasehold. This
lease is in no way a sublease to the adjacent
leasehold.
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B.
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Any
and all alterations, additions and fixtures, other than trade fixtures
and equipment, which as a matter of law have become a part of
the realty and which in any manner are attached to the floors, walls or
ceilings shall, upon the expiration or termination of this Agreement
become the property of Sublandlord without any payment by Landlord
therefor, provided that Sublandlord may at its option require Subtenant to
remove from the Premises at Subtenant's expense all or any portion hereto
specified at the expiration of this
Agreement.
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14.
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Right
to Assign or Sublet. Subtenant's interest in the Subleasehold Estate is
not assignable in whole or in part without the prior written permission of
Landlord and Sublandlord. Subtenant may not sublet the Demised Premises
for any reason without approval of the Landlord and Sublandlord. Landlord
and Sublandlord’s written permission and approval are
required.
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15.
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Repairs
and Maintenance of Subleased Premises. Sublandlord shall be
responsible for the repair and maintenance of the roof and general
structure of the Subleasehold Estate unless Subtenant makes alterations to
the roof, at which time Subtenant will become responsible for the repair
and maintenance of the roof. Subtenant shall be responsible for
the maintenance and repair of the remainder of the Subleased Premises
including, but not limited to: electrical, plumbing, air conditioning
equipment, fixtures, interior wall and wall coverings, flooring, fire
extinguishing and warning systems, alarm system, plate glass and other
systems. Subtenant shall obtain an annual maintenance agreement
for the heating and air conditioning units and provide a copy to the
Sublandlord.
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16.
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Review
of Lease. Subtenant represents that it has read, is familiar
with and approves all of the provisions of the
Lease.
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17.
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Notices.
For the purpose of this Agreement, all notices required to be given in
writing shall be deemed delivered to Subtenant if directed through the
United States Mail, registered or certified mail, return receipt
requested, at the address specified herein below or at the address of the
Subleased Premises or hand delivered to the Subleased
Premises. Said correspondence shall be addressed to Sublandlord
and Landlord at the address stipulated
below:
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LANDLORD:
AMARIS DEVELOPMENT LC
c/o
Xxxxxx Xxxxxxxx, Partner
000 X.
Xxxxxx Xxx
Xxxxxxx,
XX 00000
SUBLANDLORD:
SILVER STAR ENDEAVORS LLC
c/o
Xxxxxxx Xxxxx, Partner
0000
Xxxxx Xxx
Xxxxx, XX
00000
SUBTENANT:
SILVER STAR CAPITAL HOLDINGS, INC.,
c/o Xxxx
Xxxxx
0000
Xxxxxx Xxxx Xxxx
Xxxxxxx,
Xxxxxxx 00000
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18.
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Entire
Agreement. This Agreement, together with the Lease, constitutes the sole
agreement of the parties with respect to the Subleased Premises and supersedes any prior
understandings or written or oral agreements between the parties
respecting thereto.
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19.
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Event
of Default: Remedies. If Subtenant shall be in default with
respect to its obligations to Sublandlord under this Agreement,
Sublandlord shall have the right to pursue all of its legal rights and
remedies against Subtenant and subject to eviction pursuant to Fla. Stat.
83.20. Payment per Section 3 is a condition precedent necessary for
completion of this lease
agreement. If Subtenant fails to transfer the shares as per Section 3, within 14 days of
execution of this
lease agreement, the lease will be
considered in default
and invalid and no notice of eviction
will be necessary. Subtenant will be liable for all cash monies paid to
that point and subject to venue in Orange County, Florida. If
the company files bankruptcy or uses the premises in a manner not set
forth, the lease will be considered in default and Subtenant will be
subject to immediate eviction.
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20.
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Parties
Bound. All of the covenants, terms and
conditions set forth herein shall
be binding upon and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
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21.
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Counterparts.
The parties, which counterparts together when executed by
all of the parties shall for all purposes be deemed an
original, but all of which together shall constitute
one and the same instrument, may execute this Agreement concurrently in one or more
counterparts.
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22.
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Governing
Law. The parties hereby agree that this Agreement shall be
construed, enforced and governed by
the laws of the State of Florida with venue in Orange
County, Florida. In the event of a dispute between any of the
parties to this Agreement, the prevailing party
shall be entitled to recover its reasonable attorney fees and court costs,
both at a trial court level and the appellate court
level.
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23.
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Insurance. Subtenant shall maintain any and all insurance policies in the type
and amount required by Sublandlord, accordingly, Subtenant will obtain general liability
insurance of not less than $1,000,000.00 and shall name both Landlord and Sublandlord as
additional insureds. The Certificate of Insurance shall name both Landlord
and Sublandlord as
additional insured and a copy of said Policy/Certificate of
Insurance shall be delivered on or
before 30 days following Subtenant obtaining a certificate of occupancy for the Subleased
Premises.
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24.
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Environmental
Matters. Subtenant shall indemnify and hold Sublandlord
harmless for the following matters arising during the term of
this Agreement to the extent that
such matters relate to the Subleased Premises and to the activities of Subtenant on the
Subleased Premises during the term of
this Agreement: any and all claims,
liabilities, losses, dam
ages or costs including, without limitation, reasonable attorneys’, environmental
consultant’s, engineer’s or expert’s fees incurred by Sublandlord in
connection with the violation
of any environmental law by Subtenant affecting the Subleased Premises, any generation,
processing, handling transportation, storage, treatment or disposal of
solid waste or hazardous waste by Subtenant relating to the Subleased
Premises; and any releases (as defined under the Comprehensive
Environmental Response Compensation and Liability Act of 1980, as amended)
by Subtenant with respect to its operations on the Subleased Premises. These
provisions supersede any other provisions of this Agreement or the Lease
that relate to compliance with environmental laws or Subtenant’s liability
therefor.
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25.
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Signage. Sublandlord
and the City of Orlando Historic District Department must both approve any
signage for which Subtenant wishes to
use.
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26.
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Drafting. The
parties agree that each reviewed the complete document prior to executing
the same, and neither party is presumed to have any advantage in drafting
or choice of language for this
document.
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IN WITNESS WHEREOF, Landlord,
Sublessor and Subtenant have executed this Agreement on the date or dates set
forth below, however this Agreement shall be effective for all purposes as of
the date first above written.
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Witness:
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LANDLORD:
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AMARIS
DEVELOPMENT LC
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Printed
Name:
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By:
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/s/
Xxxxxx Xxxxxxxx
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Xxxxxx
Xxxxxxxx
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Title:
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Partner
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Date:
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April
14, 2008
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Witness:
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SUBLANDLORD:
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SILVER
STAR ENDEAVORS LLC
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Printed
Name:
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By:
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/s/
Xxxxxxx Xxxxx
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Xxxxxxx
Xxxxx
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Title:
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Partner
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Date:
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April
14, 2008
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Witness:
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SUBTENANT:
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Printed
Name:
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By:
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/s/
Xxxxxx Xxxxxx
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Xxxxxx
Xxxxxx
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Title:
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President
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Date:
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April
14, 2008
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