Contract
Exhibit
10.1
THIS
SUBLEASE AGREEMENT
(the
"Sublease") is made this 17th
day of
May, 2006 by and between WINSONIC DIGITAL MEDIA GROUP AND XXXXXX TELECOM
INC.
B
E T W E E N:
XXXXXX
TELECOM INC.
("Sublandlord")
OF
THE
FIRST PART;
-
and
-
WINSONIC
DIGITAL MEDIA GROUP
("Subtenant")
OF
THE
SECOND PART;
WHEREAS
by
lease
dated the 1st
day of
May,
1997
(the "Lease"), BANK BUILDING LIMITED PARTNERSHIP ("Landlord"), as Landlord,
leased to MIDCOM COMMUNICATIONS, INC. ("Midcom"), as tenant, certain premises
(the "Premises") located on the 16th
floor of
the lands municipally known as 00 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx, 00000
(the
"Building");
AND
WHEREAS
the
Sublandlord is a successor in interest to Midcom;
AND
WHEREAS the
Sublandlord and the Landlord are the current parties to the Lease;
AND
WHEREAS
the
Landlord has given its consent in writing to the Sublease Agreement in
accordance with the terms and provisions of the Lease.
AND
WHEREAS the Sublandlord
and Subtenant desire to enter into this Sublease, pursuant to the terms and
conditions herein, whereby Subtenant will lease from Sublandlord and Sublandlord
will lease to Subtenant the Premises,
NOW
THEREFORE,
for and
in consideration of Ten and No/100 ($10.00) Dollars and the mutual covenants
and
obligations set forth in this Sublease, Sublandlord and Subtenant do hereby
agree as follows:
1. Subleased
Premises.
Sublandlord does hereby lease and rent to Subtenant, and Subtenant hereby leases
and rents from Sublandlord, the Premises consisting of 5,927 rentable square
feet as shown outlined on the floor plan attached hereto as Exhibit "A" and
incorporated herein by this reference (the "Subleased Premises"). Subtenant
agrees
to
accept the Subleased Premises in an "as is" condition, and agrees
that Sublandlord has no obligation to make any improvements whatsoever with
regard to the Subleased Premises.
2. Term.
The term
of this Sublease (the "Sublease Term") shall begin on the 1st day of June,
2006
(the "Commencement Date") and shall expire at 11:59 PM on the 29th day of April,
2007, which date is the day immediately preceding the date the Lease expires
pursuant to its terms, unless sooner terminated as provided in the
Lease.
3. Rent.
Subtenant shall pay to Sublandlord, without any deduction, abatement or set-off
whatsoever, rent of Seventeen 00/l00 Dollars ($17.00) per rentable square foot
of the Subleased Premises, which rent shall be One Hundred Thousand Seven
Hundred and Fifty-Nine Dollars ($100,759.00) per annum (the "Base Rent"), and
will not escalate throughout the term of the Lease. The Base Rent shall be
paid
by Subtenant in advance in monthly installments of Eight Thousand Three Hundred
and Ninety-Six 58/100 Dollars ($8,396.58) each agree due payable on or before
the first day of each month during the Sublease Term. In
addition to the Base Rent, the Subtenant shall pay to the Sublandlord calculated
in the manner and at the times and subject to the adjustments provided in the
Lease, such share of the operating expenses, utilities, taxes and all other
costs and expenses that relate to the Subleased Premises as required to be
paid
by the Sublandlord to the Landlord pursuant to the Lease ("Additional
Rent").
4. Security
Deposit/Advance Rent.
Advance
rent equal to $8,396.58 will be required upon execution of the Lease and will
be
applied to the first month’s Base Rent. A security deposit of $8,396.58 (the
"Deposit") shall be paid on or before the Commencement Date and will be held
over the term of this Sublease and returned without interest after fulfillment
of Subtenant’s covenants and obligations under this Sublease.
If at
any time during the Term, any of the Base Rent or Additional Rent herein
reserved shall be overdue and unpaid or in the event of a failure of the
Subtenant to keep and perform any of the terms, covenants and conditions of
this
Sublease, then the Sublandlord may, at its option, appropriate and apply any
portion of the Deposit to the payment of any such overdue Base Rent or
Additional Rent or any other sum on account of loss or damage suffered by it.
Should the entire Deposit or any part thereof be appropriated and applied by
the
Sublandlord for the payment of any sum due and payable to the Sublandlord by
the
Subtenant hereunder, then the Subtenant shall upon the written demand of the
Sublandlord forthwith remit to the Sublandlord a sufficient amount in cash
to
restore the Deposit to the original sum deposited and the Subtenant's failure
to
do so within five (5) days after receipt of such demand shall constitute a
breach of this Sublease.
5. Late
Charges. If
payment of any Base Rent or Additional Rent shall not have been paid by the
day
after the date on which such amount was due and payable hereunder, a late charge
of $0.10 per $1.00 due shall be added to the sum due and shall be deemed
Additional Rent hereunder. If Subtenant shall issue a check to Sublandlord
which
is returned unpaid for any reason, Subtenant shall pay to Sublandlord an
additional charge of $125.00 for Sublandlord's expenses in connection therewith.
No acceptance of late charges by Sublandlord shall be deemed to extend or change
the time for payment of Base Rent or Additional Rent.
6. Interest.
If
any
sums of money or charges required to be paid by Subtenant under this Sublease,
including but not limited to Base Rent and Additional Rent payable by Subtenant
hereunder, are not paid at the time provided in the Sublease, they shall
nevertheless, if not paid when due, bear interest from the due date thereof
to
the date of payment at fifteen (15%) percent per annum
in
addition to the late chargees set out in Section 5 of this
Sublease.
7. Relationship
to Lease.
The
Sublease and all of the subtenant’s rights hereunder are expressly subject to
and subordinate to all of the terms of the Lease. Subtenant hereby acknowledges
that it has received copies of the Lease and has read all of the terms and
conditions thereof. Except for payment of the rental under the Lease, Subtenant
hereby covenants to assume all obligations, duties and liabilities of
Sublandlord, as Tenant under the Lease, with respect to the Subleased Premises
and agrees to be bound by all of the terms of the Lease as fully to the same
extent as if Subtenant were the Tenant under the Lease. Subtenant hereby
acknowledges that Subtenant shall look solely to the Sublandlord for the
performance of all of the Landlord's obligations under the Lease and that
Landlord shall not be obligated to provide any services to Subtenant or
otherwise perform any obligations in connection with this Sublease. Sublandlord
agrees that Sublandlord shall, when necessary and when requested by Subtenant,
endeavor to cause Landlord to perform its obligations under the Lease. Subtenant
acknowledges that any termination of the Lease will result in termination of
the
Sublease.
8. Performance
of Sublandlord. It
is
expressly agreed by the parties hereto that Sublandlord shall have no
obligations under this Sublease other than to pay Base Rent and Additional
Rent
required to be paid under the Lease provided, however, that Sublandlord shall
have no obligation to Subtenant to make such payments in the event Subtenant
is
in default hereunder. Without limiting the generality of the foregoing,
Subtenant acknowledges that Sublandord shall not be required to furnish, supply
or install any services or utilities of any kind whatsoever under any provisions
of the Lease, and Sublandlord shall not be obligated to make any repairs or
restorations of any kind whatsoever in the Subleased Premises. Subtenant shall
not have any rights in respect of the Subleased Premises greater than
Sublandlord's rights under the Lease, and, notwithstanding any provision to
the
contrary, as to obligations contained in this Sublease by the incorporation
by
reference of the provisions of the Lease, Sublandlord shall not be required
to
make any payment or perform any obligation, and, except as may be otherwise
expressly set forth above, Sublandlord shall have no liability to Subtenant
for
any matter whatsoever. Sublandlord shall not be responsible for any failure
or
interruption, for any reason whatsoever, of the services or facilities (if
any)
that may be appurtenant to or supplied at the Building of which the Subleased
Premises are a part by the Landlord under the Lease or otherwise, including,
without limitation, heat, ventilation, air-conditioning, electricity, water,
elevator service and cleaning service, if any; and no failure to furnish, or
interruption of, any such services or facilities shall give rise to any (a)
abatement, diminution or reduction of Subtenant's obligations under this
Sublease, (b) constructive eviction, whether in whole or in part, or (c)
liability on the part of Sublandlord.
9. Subtenant's
General Covenants.
The
Subtenant covenants with the Sublandlord:
|
(a)
|
to
pay rent in accordance with the terms of this
Sublease;
|
| (b) |
to
keep the Subleased Premises clean and in good and rentable
condition;
|
|
(c)
|
to
repair the Subleased Premises reasonable wear and tear and damage
by fire,
lightning and tempest only
excepted;
|
| (d) |
to
observe and perform all covenants and obligations of the Subtenant
under
this Sublease;
|
|
(e)
|
not
to do or omit to do any act or thing upon the Subleased Premises
which
would cause a breach of any of the Sublandlord's obligations under
the
Lease; and
|
|
(f)
|
to
perform or cause to be performed with respect to the Subleased Premises
all of the covenants of the Sublandlord as Tenant under the Lease,
including the performance of tenants' repairs therein but except
as to
rent and other monetary obligations of the Sublandlord as Tenant
under the
Lease.
|
10. Environmental.
The
Subtenant shall be solely responsible for any contaminant, pollutant or toxic
substance at any time affecting the premises resulting from any act or omission
of the Subtenant or any other person on the premises or any activity or
substance on the Subleased
Premises
during the term, and any period prior to the term during which the Subleased
Premises
were used or occupied by or under control of the Subtenant, and shall be solely
responsible for the clean-up and removal of any of the same and any damages
caused by the occurrence, clean up or removal thereof same, and the Subtenant
shall indemnify the Sublandlord in respect to same.
11. No
Privity of Estate. Nothing
contained in this Sublease shall be construed to create privity of estate or
of
contract between Subtenant and the Landlord under the Lease.
12. Use.
Subtenant’s use of the Subleased Premises shall be strictly in accordance with
the use provisions of the Lease.
13. Default.
Any act
of omission by Subtenant that would constitute a default under the Lease shall
be deemed a default by Sublandlord under this Sublease provided notice of any
default by Subtenant under Lease is first provided by Landlord to Sublandlord.
In addition, any failure by Tenant or Subtenant to perform any other obligations
required under this Sublease, shall be deemed a default hereunder. Upon the
occurrence of any such default hereunder, Sublandlord shall have all the rights
and remedies against Subtenant as are provided by the Lease to Landlord against
Sublandlord.
14. Insurance
and Indemnities.
Subtenant hereby agrees to indemnify and hold Sublandlord and Landlord harmless,
with regard to its leasing and use of the Subleased Premises, to the same extent
that Sublandlord, as Tenant, is required to indemnify and hold Landlord harmless
with respect to the Premises. Likewise, Subtenant hereby agrees to obtain and
provide evidence satisfactory to Sublandlord, on or before the date of this
Sublease, that Subtenant is carrying insurance in the same amounts and of the
same types required to be carried by Sublandlord under the Lease with regard
to
the Premises.
15. Subleasing
and Assignment. Subtenant
shall have no further right to Sublease or assign its rights under this Sublease
or its rights with regard to the Subleased Premises.
16. Condition
of Subleased Premises.
Upon the
expiration of this Sublease, Subtenant shall return the Subleased Premises
to
Sublandlord in the condition required by the Lease, normal wear and tear damage
by casualty or condemnation excepted.
17. Right
to Renew.
There is
no option or right to renew or extend the term of this Sublease.
18. Waiver
of Jury Trial and Right to Counterclaim. Sublandlord
and Subtenant hereby waive all right to trial by jury in any summary or other
action, proceeding or counterclaim arising out of or in any way connected with
this Sublease, the relationship of Sublandlord and Subtenant, the Subleased
Premises and the use and occupancy thereof, and any claim of injury or damages.
Subtenant also hereby waives all right to assert or interpose any nonmandatory
counterclaim(s) in any summary proceeding or other action or proceeding to
recover or obtain possession of the Subleased Premises.
19. Notices.
Notices
by Landlord, Sublandlord and Subtenant shall be given to each other at the
following addresses in the same manner provided by the Lease:
| Sublandlord: |
Xxxxxx
Telecom Inc.
Xxx
Xxxxx Xxxxxxxx Xxxx
0xx
Xxxxx
Xxxxxxx,
Xxxxxxx X0X 0X0
Attention:
Manager, Real Estate
|
| Subtenant: |
Winsonic
Digital Media Group
000
Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxx 00000
Attention:
Xxxxxxx X. Xxxxxxx
|
| Landlord: |
Bank
Building Limited Partnership
c/o
Ultima Holdings Ltd.
0000
Xxxxxxxxxx Xxxxxxx, Xxxxxxxx 000
Xxxxxxx,
XX 00000
|
20.
Successors
and Assigns. Except
as
otherwise provided herein, all of the rights and obligations of a party hereto
enure to the benefit of and are binding upon the successors and assigns of
that
party.
21. Miscellaneous.
This
Sublease shall be governed by the laws of the State of Georgia. Time shall
be of
the essence with regard to the obligations under this Sublease. This Sublease
supersedes all prior discussions and agreements between the parties and
incorporates their entire agreement. Any term used in this Sublease which begins
with the same initial capital letters and is not defined herein shall have
the
same meaning attributable to that term in the Lease. If
any
term of this Sublease is inconsistent with any term of the Lease, the terms
of
this Sublease shall prevail.
IN
WITNESS WHEREOF,
the
parties have hereunto set their hands and seals, this day and year first above
written.
|
SUBLANDLORD:
|
|
|
XXXXXX
TELECOM INC.
|
|
|
By:/s/
Xxx Xxxxxxx - VP Real
Estate
|
|
|
By:/s/
Xxx Xxxxxxxx - VP
Operations
|
|
|
Date:
May
30,
2006
|
|
|
SUBTENANT:
|
|
|
Signed,
sealed and delivered
|
WINSONIC
DIGITAL MEDIA GROUP, LTD
|
|
in
the presence of:
|
|
|
|
|
|
Xxxxxxx
Xxxxxx
|
By:
/s/
Xxxxxxx X.
Xxxxxxx
|
|
Witness
|
Title:
Chariman/CEO
|
|
/s/
Xxxxxxx
Xxxxxx
|
Date:
May
17,
2006
|
|
Notary
Public
|
|
|
Commission
data:
|
|
|
[NOTARIAL
SEAL]
|
[CORPORATE
SEAL]
|
