STATE OF NORTH CAROLINA
Exhibit 10.72
STATE
OF NORTH CAROLINA
COUNTY
OF MECKLENBURG
THIS
SUBLEASE is made and entered into this 11th day of April, 2018, by
and between 4th Floor Properties, LLC, hereinafter referred to as
“Sublessor” and Level Brands, Inc., a North Carolina
corporation, hereinafter referred to as
“Sublessee”.
W I T N E S S E T H:
WHEREAS, Sublessor
is presently leasing certain premises from Bissell Xxxxxx Xxxxxx,
LLC (“Landlord”) under a lease (the
“Lease”) dated December 1, 2014, such premises being
known as Xxxxx 000 xx 0000 Xxxxxx Xxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx
(the “Premises”). The building and the land on which is
it located, and the other improvements thereto are referred to as
the “Property”; and
WHEREAS, Sublessor
has agreed to sublease to Sublessee the portion of the Premises
which includes the offices and space currently being used by
Sublessee: 7 offices 100% used, 2 offices partially used, as well
as use of the common areas (the “Sublet
Premises”);
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 May 1, 2018
(“Beginning Date”).
2. Term.
The term of this Sublease shall begin on the Beginning Date, and
extend through December 31, 2019 (the “Ending Date”);
provided, that it is understood and agreed that subject to
repayment of rent as set forth in Section 3 below, Sublessor may
terminate this sublease at any time.
3. Rental.
Sublessee shall pay rent to Sublessor for the Sublet Premises, up
front, in one lump sum within ten (10) days of the Beginning Date
in an amount equal to $240,000 as rent for the Sublet Premises, for
the period beginning on the Beginning Date and ending on the Ending
Date; provided, however, if Sublessor terminates this sublease
prior to the Ending Date, Sublessor agrees to pay Sublessee a
refund for each full month prior to the Ending Date in an amount
equal to $12,000 per month (prorated for any partial
month).
4. Condition
of Sublet Premises and Furniture. Sublessee agrees to accept
the Sublet Premises in “as is,” broom clean condition,
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. All Furniture shall stay in
the space throughout the Lease Term.
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5. Sublessor
Warranty. Sublessor warrants that the Lease is in full force
and effect and that to the best knowledge of Sublessor there exists
no current 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 during the term of this Sublease it will
comply with the Lease (except to the extent Sublessee is required
to do so hereunder) and make all payments to Landlord required
thereunder (unless Sublessee is required make such payments
hereunder), 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.
6. Security
Deposit. No security deposit is required.
7. Address
of Sublessor and Sublessee.
Sublessor:
4th Floor
Properties, LLC
0000
Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX
00000
Sublessee:
Level Brands, Inc
0000
Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX
00000
8. 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.
9. Services.
Sublessor shall provide the Sublet Premises with such utilities and
other services as are provided by Landlord to Sublessor under the
Lease, 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.
10. Sublessee’s
Services and Maintenance. Sublessee shall make arrangements
directly with the telephone company serving the Building for all
telephone service required by Sublessee in the Sublet Premises and
shall pay for all telephone service used or consumed in the Sublet
Premises. Sublessee shall be responsible for all other services,
maintenance and repairs not specifically delegated to Sublessor
hereunder or to Landlord under the Lease which are required to keep
the interior of the Sublet Premises in good condition and repair or
are required by Sublessee to conduct business in the Sublet
Premises, provided however, Sublessee must obtain Sublessor’s
prior written consent before obtaining or contracting for any
service not specifically provided for in this Sublease. Sublessee
will not place heat generating machines or equipment in the Sublet
Premises which affect the temperature otherwise maintained by the
Building heating and air conditioning system.
11. 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.
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12. 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).
13. 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.
14. 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.
15. 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.
16. 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.
17. 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.
18. 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).
19. 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.
20. 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.
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21. 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.
22. 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.
IN
WITNESS WHEREOF, the parties hereto have executed this Sublease as
of the day and year first above written.
SUBLESSOR:
4th Floor Properties,
LLC
By:
/s/ Al
Longtin________________________
Xxxxxx
Xxxxxxx, Manager
SUBLESSEE:
By:
/s/ Xxxx
Elliott__________________
Xxxx
Xxxxxxx, CFO
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