▇.▇. ▇▇▇▇ PTY. LTD. A.C.N. 006
627 210
and
R00 MEDIA AUSTRALIA PTY. LTD.
A.C.N. 084 059 450
and
BEACHFRONTS PTY. LTD.
A.C.N. 004 717 748
Sub Lease
Sub-Lease
Parties:
1. ▇.▇. ▇▇▇▇ PTY. LTD. A.C.N. 006 627 210 of ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Ballarat.
3350.("SubLessor")
2. ROO MEDIA AUSTRALIA PTY. LTD. A.C.N. 084 059 450 of ▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. ▇▇▇▇. ("Sub-Lessee")
3. BEACHFRONTS PTY. LTD. A.C.N. 004 717 748 of ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇.
▇▇▇▇. ("Lessor")
Executed as a Deed on the 12 day of August 2004
EXECUTED BY ▇.▇. ▇▇▇▇ PTY. LTD.
/s/ ▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------------------
Signature
▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------------------
Print name
10 ▇▇▇▇▇▇ St. Ballarat
-------------------------------------------------
Address
Sole Director
-------------------------------------------------
Office held
EXECUTED BY ROO MEDIA
AUSTRALIA PTY. LTD. A.C.N. 084 059
450 in accordance with Section 127 of
the Corporation Act:
/s/ ▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------ -----------------------------------
Signature Signature
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------ -----------------------------------
Print name Print name
▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇. Malvern
------------------------------------ -----------------------------------
Address Address
Director Director
------------------------------------ -----------------------------------
Office held Office held
EXECUTED BY BEACHFRONT PTY.
LTD. A.C.N. 004 71/748 in accordance
with Section 127 of the Corporations
Act:
/s/ ▇.▇. Saelts
------------------------------------
Signature
▇.▇. Saelts
------------------------------------
Print name
------------------------------------
Addresss
------------------------------------
Office held
Sub Lease
1. DEFINITIONS AND INTERPRETATION
1.1. In this Deed, unless the contrary intention appears, the following
expressions have the meanings set out opposite them:
Expression Meaning
---------- -------
Bank Guarantee means an irrevocable and
unconditional bank guarantee or banker's
undertaking from an Australian trading bank
without an expiry date in the amount
specified in Schedule 1 Item 5
Deed this Sub-Lease
GST has the meaning given to that term by A New
Tax System (Goods and Services Tax) ▇▇▇ ▇▇▇▇
as amended
Lessor the person named in Schedule 1 Item 1, its
successors and assigns, including the person
entitled to possession of the Premises when
this Deed or any leases affecting the
Premises comes to an end
Lease the Lease between the Lessor and Sub-Lessor,
a copy of which is attached hereto and
referred to as Schedule 2
Premises the property and facilities described in
Schedule 1 Item 6 including the Lessor's
fixtures and fittings and plant and equipment
set out in Schedule 1 Item 7
Sub-Lease Area the property and facilities described in
Schedule 1 Item 8
Sub-Lessee the person named in Schedule 1 Item 3,
including that persons executors,
administrators and assigns, or in the case of
a corporation its successors and assigns
Sub-Lessor's the person or persons named in Schedule 1
Guarantor Item 4 including that persons executors,
administrators and assigns
Sub-Lessor the person named in Schedule 1 Item 2,
including that persons executors,
administrators and assigns, or in the case of
a corporation its successors and assigns
Term the Term of this Deed described in Schedule 1
Item 11
1.2. This Deed is to be interpreted so that it does not infringe against
any Victorian or Commonwealth Acts or any regulations made under
those Acts. Any provision that does so infringe shall be read down
to the extent necessary to give it, if possible, an operation of a
partial character, but if it cannot be so read down it shall be
deemed to be severable. If any provision is held invalid by a court
that
provision shall be disregarded and the remainder of this Deed shall
continue in force.
1.3. Amendments of this Deed must be in writing and signed by the
parties.
1.4. An obligation imposed by this Deed upon more than one person binds
them jointly and severally.
1.5. The singular shall mean and include the plural and vice versa.
1.6. References to one gender shall mean and include the other gender.
1.7. As between the Sub-Lessor and the Sub-Lessee, if there is any
conflict between the provisions of the Lease and the provisions of
this Deed, this Deed shall prevail.
2. SUB-LEASE
2.1. The Sub-Lessor hereby subleases to the Sub-Lessee the Sub-Lease Area
for the Term and upon the terms and conditions set out in this Deed.
2.2. The Lessor, as evidenced by is execution of this Deed, consents to
the sublease.
3. SUB-LESSEE'S COVENANTS
3.1. Positive Covenants The
Sub-Lessee shall:
3.1.1. during the continuance of the Term, any Further Term and
any permitted overholding, perform and observe all of the
requirements and conditions contained in the Lease (mutatis
mutandis), as if:
3.1.1.1. the Sub-Lessor was named as the Lessor;
3.1.1.2. the Sub-Lessee was named as the Tenant;
3.1.1.3. the description of the Premises in Item 6 of the
Schedule of the Lease was the description of the
Sub-Lease Area in item 8 of Schedule 1 of this
Deed,
unless a contrary intention is shown by this Deed;
3.1.2. pay the Rent (specified in Schedule 1 Item 9) to the
Sub-Lessor or as the Sub-Lessor directs on the days and in
the manner specified in Schedule 1 item 9;
3.1.3. pay, in addition to the Rent, any GST applying to the Rent
and any other amounts due to the Tenant from time to time;
3.1.4. pay all gas, telephone and electricity usage charges;
3.1.5. at the end of the term of this Deed, return possession of
the Sub-Lease Area to the Sub-Lessor (or Lessor) in the
state of cleanliness and repair that complies with the
Sub-Lessee's covenants and remove all of the Sub-Lessee's
property and fittings from the Sub-Lease Area and make good
all damage caused by such removal. Any of the Sub-Lessee's
property left on the Sub-Lease Area shall be deemed as
being abandoned by the Sub-Lessee and shall become the
Sub-Lessor's property without payment of compensation;
3.1.6. permit the Sub-Lessee and or Lessor and their agents at all
reasonable times to enter upon the Sub-Lease Area and to
make such renovations and repairs thereto as the Tenant
shall consider necessary or advisable; and
3.1.7. to indemnify and keep indemnified the Sub-Lessor and the
Sub-Lessor's Guarantors against any liability, risk or
amount which they may incur as a result of the Sub-Lessee's
occupation of the Sub-Lease Area or the Sub-Lessee's
failure to comply with any provision of this Deed.
3.2. Negative Covenants
The Sub-Lessee shall not:
3.2.1. use or allow the use of the Sub-Lease Area except in
accordance with this Deed;
3.2.2. use or allow the use of the Sub-Lease Area in breach of any
legislation or contrary to any permit or authority granted
by any competent body or authority;
3.2.3. use any equipment in the Sub-Lease Area other than
equipment that the Sub-Lessor consents to in writing; and
3.2.4. pay or be required to pay any amount for municipal or water
rates and levies, insurance or other outgoings (not
including telephone, gas and electricity charges) which the
Sub-Lessor must pay under the Lease.
4. MUTUAL COVENANT
Both the Sub-Lessor and the Sub-Lessee shall ensure that its public risk
policy (and any other insurances which the Lessor requires the Lessee to
maintain) covers all of the parts of the Premises.
5. GENERAL AGREEMENTS BETWEEN SUB-LESSOR AND SUB-LESSEE
5.1. The Sub-Lessee shall not enter into any agreement or arrangement
assigning its rights under this Deed unless:
5.1.1. the Lessor's and Sub-Lessor's consent to an assignment has
been obtained in writing by the Sub-Lessee; or
5.1.2. the agreement or arrangement is entirely dependent upon the
SubLessor's said consent being had and obtained (which
consent shall not be unreasonably withheld).
5.2. The relationship between the Sub-Lessor and Sub-Lessee is strictly
that of tenant and sub-tenant. This Deed does not constitute either
party a joint venture, partner, agent, employee or fiduciary of the
other, and subject to any other agreement between the Sub-Lessee
against any action or demand resulting from any accident, damage or
injury occurring in the Premises.
5.3. Both the Sub-Lessor and the Sub-Lessee agree not to carry on in any
manner, or allow a servant employee or agent of them to so carry on
in any way that will effect the goodwill or operation of any of the
businesses being carried on from the Premises or against either of
them.
6. SUB-LESSOR'S COVENANTS
6.1. The Sub-Lessor covenants that if the Sub-Lessee performs and
observes the Sub-Lessee's obligations under this Deed the Sub-Lessee
may occupy the SubLease Area during the Term without any
interruption by the Sub-Lessor or any person lawfully claiming
through the Sub-Lessor.
6.2. The Sub-Lessee shall be fully responsible for the maintenance,
servicing, replacement and repair of any part of the Lessor's and
Sub-Lessor's Fixtures and Fittings, unless the need for the same is
caused by a failure by the Sub-Lessor to comply with its obligations
under the Lease.
7. TERMINATION
Notwithstanding any provision of the Lease imported into this Deed, the
Sub-Lessor shall not be permitted to terminate this Deed without the prior
consent of the Lessor, which shall not be unreasonably withheld.
8. BANK GUARANTEE
8.1. Upon signing of this Deed, the Sub-Lessee must give the Bank
Guarantee to the Sub-Lessor.
8.2. The Sub-Lessor may enforce the Bank Guarantee if the Sub-Lessee
fails to punctually perform any of its obligations under this Deed.
8.3. The Sub-Lessee must, within 5 days of notification by the
Sub-Lessor, provide an additional bank guarantee equal to the amount
claimed by the Sub-Lessor if the Sub-Lessor exercises its powers in
accordance with Clause 8.2.
8.4. At the expiration of the Term (or any period of overholding) or
sooner termination of this Sub-Lease, if the Sub-Lessee is not
indebted or otherwise liable to the Sub-Lessor for its
non-observance or non-performance of the Sub-Lessee's obligations
under this Deed, the Sub-Lessor will return the Bank Guarantee to
the Sub-Lessee.
9. SUB-LESSOR'S OBLIGATIONS TO LESSOR
Nothing in this Deed releases the Sub-Lessor from its obligations to the
Lessor under the Lease.
Schedule 1
Item 1: Lessor: BEACHFRONTS PTY. LTD. A.C.N. 004 717 748 of ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇. ▇▇▇▇.
Item 2: Sub-Lessor: ▇.▇. ▇▇▇▇ PTY. LTD. A.C.N. 006 627 210 of ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇. ▇▇▇▇.
Item 3: Sub-Lessee: R00 MEDIA AUSTRALIA PTY. LTD. A.C.N. 084 059 450 of ▇▇▇▇▇ ▇, ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. ▇▇▇▇
Item 4: Sub-▇▇▇▇▇▇'▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
Guarantors: 3350.
Item 5: Bank Guarantee: $20,000.00
Item 6: Premises: ▇▇-▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Item 7: Lessor's Fixtures &
Fittings:
Item 8: Sub-Lease Area: All of the Premises
Item 9: Rent: $100,000.00 for the Term of the Sub-Lease, payable by
equal monthly instalments of $5,263.15 (plus GST) in
advance on the 1St day of each month
Item 10: Sub-Lessee's
Fixtures and
Fittings:
Item 11: Term: 1 July 2004 to 30 January 2006 inclusive
Schedule 2
Lease