SUBLEASE
THIS
SUBLEASE dated for reference April
1, 2005
BETWEEN:
Asset
Logics Inc, a corporation with an address in the province of British Columbia
and having an office at Suite 1000, 885 Dunsmuir St,V6C 1N5, Xxxxxxxxx, XX
X0X
0X0
(the
“Sublandlord”)
AND:
CTT
Distributors Inc..,
a
corporation duly incorporated under the laws of the province of British Columbia
and having an office at Xxxxx
0000, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X
0X0
(the
“Subtenant”)
WHEREAS:
A. By
a
lease made as of May 18th, 2004 (collectively, the “Head Lease leased to the
Sublandlord upon and subject to the terms of the Head Lease, certain premises
located on the 2nd
floor in
the building municipally known as Xxxxx
0000, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(the
“Building”), which premises (the “Leased Premises”) are more particularly
described in the Head Lease.
B. The
Sublandlord and the Subtenant have agreed to enter into this Sublease on
the
terms hereinafter set forth.
NOW
THEREFORE in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which is acknowledged by each
of
the parties, the parties agree as follows:
| (1) |
Capitalized
Terms
|
Capitalized
terms used in this Sublease will have the meanings ascribed to them in the
Head
Lease unless otherwise defined herein.
| (2) |
Grant
Of Sublease.
|
Subject
to the consent of the Head Landlord, the Sublandlord subleases the Leased
Premises (referred to as the “Sublet Premises” in this Sublease) from the
Sublandlord for the balance of the Term, less one day (the “Sublease
Term”).
| (3) |
Basic
Rent and Additional Rent
|
The
Subtenant covenants to pay as basic rent (“Sublease Basic Rent”) for the whole
period of the Sublease Term commencing on April
1, 2005
and
ending on April 1, 2006 the sum of $12,000 per annum, in equal monthly
instalments payable in advance on the first day of each and every month.
The
Subtenant covenants to pay all Additional Rent when due under the Head Lease.
The Sublease Basic Rent and Additional Rent will be referred to collectively
as
“Rent”.
Sublease
1 Agr
| (4) |
Net
Rent
|
Rent
payable under this Sublease will be net and care free to the Sublandlord,
and
will be payable without deduction or set-off by the Subtenant throughout
the
Sublease Term. All costs incurred by the Sublandlord in collecting any amounts
payable hereunder or enforcing any right or obligation of the Subtenant under
this Sublease will be payable by the Subtenant on demand and will be deemed
to
be Rent for all purposes from the date demand therefor is made. In addition
to
Rent hereunder, the Subtenant will remit to the Sublandlord any goods and
services tax or other tax or imposition collectible by the Sublandlord for
the
use of the Sublet Premises by the Subtenant or goods or services provided
to the
Subtenant, and the Sublandlord will be entitled to exercise all remedies
in
respect of any failure by the Subtenant to pay such amounts as if they were
Rent
in arrears. From the date any Rent or other amounts payable under this Sublease
are due until they are actually paid, they will bear interest at the rate
of
[percentage]
% per
annum.
| (5) |
Subtenant’s
Covenants.
|
The
Subtenant acknowledges having received and read a copy of the Head Lease
and
covenants and agrees with the Sublandlord:
| (a) |
to
perform all of the obligations of the Tenant under the Head
Lease.
|
| (b) |
to
abide by any rules and regulations governing the use of the Premises
and
the Building appended to the Head Lease, as the same may be amended
from
time to time;
|
| (c) |
to
pay Rent and perform all of the obligations of the Subtenant under
this
Sublease;
|
| (d) |
not
to do or omit to do any act in or around the Sublet Premises which
would
cause a breach of the Sublandlord’s obligations as Tenant under the Head
Lease;
|
| (e) |
to
promptly pay when due to the authorities having jurisdiction all
Taxes
(whether imposed upon the Subtenant or otherwise) attributable
to the
personal property, trade fixtures, business, income, or occupancy
of the
Subtenant or any other occupant of the Sublet Premises and to any
leasehold improvements or fixtures within the Sublet Premises,
and to the
use by the Subtenant or its officers, employees, and invitees of
any of
the Common Facilities; and
|
| (f) |
to
indemnify and save harmless the Sublandlord against and from any
and all
expenses, costs, damages, suits, actions, or liabilities arising
or
growing out of the failure of the Subtenant to perform any of its
obligations hereunder and from all claims and demands of every
kind and
nature made by any person or persons to or against the Sublandlord
for all
and every manner of costs, damages, or expenses incurred by or
injury or
damage to such person or persons or his, her, or their property,
to the
extent such claims or demands arise out of the use and occupation
of the
Sublet Premises by the Subtenant or its officers, employees, or
any other
person authorized or permitted by the Subtenant to be on the Sublet
Premises or in or about the Building or any of the above-mentioned,
and
from all costs, counsel fees, expenses, and liabilities incurred
by reason
of any such claim or any action or proceeding brought
thereon.
|
| (6) |
Subtenant’s
Breach
|
If
the
Subtenant fails to perform any of its obligations herein, the Sublandlord
will
have all of the remedies against the Subtenant which the Head Landlord has
under
the Head Lease for a breach thereof, whether expressly set out in the Head
Lease
or arising in law or equity.
Sublease
2 Agr
| (7) |
Sublandlord’s
Covenants
|
Subject
to the Head Landlord first consenting to this Sublease and the due performance
by the Subtenant of its obligations herein, the Sublandlord covenants and
agrees
with the Subtenant:
| (a) |
for
quiet enjoyment of the Sublet
Premises;
|
| (b) |
to
enforce against the Head Landlord for the benefit of the Subtenant
the
obligations of the Head Landlord under the Head Lease which materially
affect the Sublet Premises;
|
| (c) |
to
perform all of the obligations of the Sublandlord under this Sublease;
and
|
| (d) |
to
perform all of the obligations of the Sublandlord under the Head
Lease
which materially affect the Sublet Premises, including without
limitation
the payment of Rent pursuant to the Head
Lease.
|
| (8) |
Use
|
The
Sublet Premises will be used by the Subtenant solely for the purpose of
corporate
offices
and for no other purpose.
| (9) |
Insurance
|
The
Subtenant will take out and maintain throughout the Sublease Term insurance
with
respect to the Sublet Premises providing for the coverages and upon the terms
required in the Head Lease to be maintained by the Sublandlord. The Sublandlord
and the Head Landlord will be shown as named insureds on all liability policies,
with a cross liability and severability of interest endorsement, and each
property insurance policy will contain a waiver of subrogation with respect
to
the Head Landlord and the Sublandlord. The Subtenant releases the Sublandlord
from any claim the Subtenant may have which is or would be insured against
by
the insurance policies which the Subtenant is required to maintain by this
Sublease.
| (10) |
Assigning
or Subletting by the
Subtenant
|
The
Subtenant agrees that with respect to any assigning or subletting by it,
the
provisions of the Head Lease apply with the following amendments
thereto:
| (a) |
each
reference to the Landlord, the Tenant, the Lease and the Leased
Premises
will become, respectively, the Sublandlord, the Subtenant, the
Sublease
and the Sublet Premises;
|
| (b) |
any
references to a period of days will be extended by 30
days; and
|
| (c) |
the
Sublandlord will have the additional right to withhold and/or delay
its
consent if it has not received the prior written consent of the
Head
Landlord.
|
| (11) |
Exercise
of Rights
|
The
determination of any state of facts, promulgation of any rules or regulations,
or the taking of any other action or exercise of any other rights under the
Head
Lease which is permitted to the Head Landlord will, upon written notice to
the
Subtenant of such action or exercise, be binding upon the Subtenant and the
Sublet Premises.
| (12) |
Paramountcy
of Head Lease
|
The
Subtenant acknowledges and agrees that it has no greater interest in the
Sublet
Premises than the Sublandlord under the Head Lease. To the extent that any
right
or benefit conferred by this Sublease contravenes or is incompatible with
the
Head Lease, such right or benefit will be amended or modified so as not to
contravene or be incompatible with the Head Lease.
Sublease
3 Agr
| (13) |
Notices
|
All
notices, consents, and approvals permitted or required to be given hereunder
will be in writing and will be delivered to the Sublandlord or the Subtenant
as
the case may be as follows:
| (a) |
to
the Sublandlord at Suite
1000, 885 Dunsmuir St,V6C 1N5, Xxxxxxxxx, XX X0X
0X0
|
Attention:
Xxxxx Xxxxxxxx;
| (b) |
to
the Subtenant at the Sublet
Premises
|
Attention:
Amit Sankala
Any
notice so made will be deemed to have been given and received on the date
of
delivery on a business day to an adult person on the premises specified above
and if no adult person is present, by posting the notice prominently at the
entrance of the premises specified.
| (14) |
Successors
and Assigns
|
Except
as
otherwise provided herein, all of the rights and obligations of a party enure
to
the benefit of and are binding upon the successors and assigns of that
party.
| (15) |
Further
Assurances
|
Each
party agrees to execute such further assurances as may be reasonably required
from time to time by any other party to more fully effect the true intent
of
this Sublease.
| (16) |
Directory
Boards
|
Subject
to the Head Landlord’s consent and pursuant to the terms of the Head Lease,
where applicable, the Subtenant will have the right to include the name of
its
firm on the Building directory board, in the main Building lobby, and on
the
2nd
floor of
the Building at the Sublandlord’s expense.
| (17) |
Entire
Agreement and “As Is”
|
This
Sublease merges and supersedes all prior negotiations, representations, and
agreements between the parties relating in any way to the Sublet Premises.
The
parties agree that there are no representations, covenants, agreements,
warranties, or conditions in any way relating to the subject matter of this
Sublease or the occupation or use of the Sublet Premises, whether express
or
implied, or otherwise, except as set forth in this Sublease.
| (18) |
Waiver
|
No
waiver
by the Sublandlord of a condition or the performance of an obligation of
the
Subtenant hereunder binds the Sublandlord unless in writing and executed
by it,
and no waiver given by the Sublandlord will constitute a waiver of any other
condition or performance by the Subtenant of its obligations hereunder in
any
other case.
| (19) |
Sublease
Execution and Head Landlord’s Consent
Required
|
This
Sublease and all subsequent amendments thereto are only binding on the
Sublandlord and the Subtenant respectively, if in writing and executed by
authorized signatories for the Sublandlord and the Subtenant and if executed
copies thereof have been delivered to each party. It is a condition precedent
to
this Sublease and all obligations of the Sublandlord and Subtenant hereunder
that the Head Landlord consents to this Sublease. The parties agree to use
their
commercially reasonable best efforts to obtain the consent of the Head Landlord
to this Sublease, and to provide all such information and assurances (other
than
third-party guarantees or covenants or additional security) as the Head Landlord
may reasonably require in this regard.
Sublease
4 Agr
| (20) |
Governing
Law
|
This
Sublease will be governed in accordance with laws applicable in the province
of
British Columbia, and the parties irrevocably attorn to the non-exclusive
jurisdiction of the courts of British Columbia.
IN
WITNESS WHEREOF the parties have duly executed this Sublease as of the date
set
out above.
[if
a
party is an individual:]
|
SIGNED,
SEALED & DELIVERED
by
[name]
in
the presence of:
_________________________________________
Signature
of Witness
Name: ________________________________________
Address:______________________________________
_________________________________________
Occupation:___________________________________
|
)
)
)
)
)
) [name]
)
)
)
)
)
)
)
)
|
[if
a
party is a corporation:]
The
Corporate Seal of [name]
has been
affixed to this document in the presence of:
/s/
Authorized Signatory
Authorized
Signatory C/S
/s/
Authorized Signatory
Authorized
Signatory
The
consent to sublease should include the following schedule:
Sublease
5 Agr
