SUB-LEASE AGREEMENT
This Sublease Agreement ("sublease") is made and
effective June 1, 2006, by and between ▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ ("Tenant") and Cartoon Acquisition, Inc., a
Delaware corporation ("Renter").
Tenant has lawful possession, and is the primary tenant
of office space and improvements commonly known and
numbered as ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the "Office").
Tenant makes available for sublease a portion of the
Office designated as the rear office, comprised of
approximately 182 square feet of ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇ "Leased Premises").
Tenant desires to sublease the Leased Premises to
Renter, and Renter desires to sublease the Leased
Premises from Tenant for the term, at the rental and
upon the covenants, conditions and provisions herein
set forth.
THEREFORE, in consideration of the mutual promises
herein, contained and other good and valuable
consideration, it is agreed:
1. Term.
A. Tenant hereby subleases the Leased Premises to
Renter, and Renter hereby subleases the same from
Tenant, for an "Initial Term" beginning June 1, 2006
and ending June 30, 2006, and shall continue on a month
to month basis. Tenant shall use its best efforts to
give Renter possession as nearly as possible at the
beginning of the Lease term. If Tenant is unable to
timely provide the Leased Premises, rent shall ▇▇▇▇▇
for the period of delay. Renter shall make no other
claim against Tenant for any such delay.
B. Renter may not renew the month to month sublease
for more than twelve terms or one year. Renter shall
exercise such renewal option automatically, unless by
giving written notice to Tenant not less than ten (30)
days prior to the expiration of the Initial Term. The
renewal term shall be at the rental set forth below and
otherwise upon the same covenants, conditions and
provisions as provided in this sublease.
2. Rental.
Renter shall pay to Tenant during the Initial Term
rental of ($500.00) Five Hundred and 00/100 dollars per
month,. Each payment shall be due in advance on the
first day of each calendar month during the sublease
term to Tenant at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ or at such other place
designated by written notice from Tenant. The rental
payment amount for any partial calendar months included
in the lease term shall be prorated on a daily basis.
3. Use
Renter shall use the subleased area for office use
only. Renter shall have use of all common areas, break
facilities, waiting and reception areas.
Notwithstanding the forgoing, Tenant shall not use the
Leased Premises for the purposes of storing,
manufacturing or selling any explosives, flammables or
other inherently dangerous substance, chemical, thing
or device.
4. Sublease and Assignment.
Renter shall have the right without Tenant's consent,
to assign this sublease to a corporation with which
Renter may merge or consolidate, to any subsidiary of
Renter, to any corporation under common control with
Renter, or to a purchaser of substantially all of
Renter's assets. Except as set forth above, Renter
shall not sublease all or any part of the Leased
Premises, or assign this sublease in whole or in part
without Tenant's written consent, such consent not to
be unreasonably withheld or delayed.
5. Repairs.
During the Lease term, Tenant shall make, at Tenant's
expense, all necessary repairs to the Leased Premises.
Repairs shall include such items as routine repairs of
floors, walls, ceilings, and other parts of the Leased
Premises damaged or worn through normal occupancy,
except for major mechanical systems or the roof,
subject to the obligations of the parties otherwise set
forth in this Lease.
6. Alterations and Improvements.
Renter, at Renter's expense, shall have the right
following Tenant's consent to remodel, redecorate, and
make additions, improvements and replacements of and to
all or any part of the Leased Premises from time to
time as Renter may deem desirable, provided the same
are made in a workmanlike manner and utilizing good
quality materials. Renter shall have the right to
place and install a sign on the front door or window
denoting its' occupancy.
7. Insurance.
If the Leased Premises or any other party of the
Building is damaged by fire or other casualty resulting
from any act or negligence of Renter or any of Renter's
agents, employees or invitees, rent shall not be
diminished or abated while such damages are under
repair, and Renter shall be responsible for the costs
of repair not covered by insurance.
8. Utilities.
Tenant shall provide water, sewer, electricity, heat
and air conditioning Renter acknowledges that the
Leased Premises are designed to provide standard office
use electrical facilities and standard office lighting.
Renter shall not use any equipment or devices that
utilize excessive electrical energy or which may, in
Tenant's reasonable opinion, overload the wiring or
interfere with electrical services to other tenants.
9. Signs.
Following Tenant's consent, Renter shall have the right
to place on the Leased Premises, at locations selected
by Tenant, any signs which are permitted by applicable
zoning ordinances and private restrictions. Tenant may
refuse consent to any proposed signage that is in
Tenant's opinion too large, deceptive, unattractive or
otherwise inconsistent with or inappropriate to the
Leased Premises or use of any other tenant. Tenant
shall assist and cooperate with Renter in obtaining any
necessary permission from governmental authorities or
adjoining owners and occupants for Renter to place or
construct the foregoing signs. Renter shall repair all
damage to the Leased Premises resulting from the
removal of signs installed by Renter.
10. Entry.
Renter shall have the right to enter upon the Leased
Premises at reasonable hours to inspect the same,
provided Renter shall not thereby unreasonably
interfere with Tenant's business on the Leased
Premises.
11. Parking.
During the term of this Lease, Renter shall have the
non-exclusive use in common with Tenant, other tenants
of the Building, their guests and invitees, of the non-
reserved common automobile parking areas, driveways,
and footways, subject to rules and regulations for the
use thereof as prescribed from time to time by Tenant.
Tenant reserves the right to designate parking areas
within the Building or in reasonable proximity thereto,
for Renter and Renter's agents and employees. Renter
shall provide Tenant with a list of all license numbers
for the cars owned by Renter, its agents and employees.
12. Building Rules.
Renter will comply with the rules of the Building
adopted and altered from time to time and will cause
all of its agents, employees, invitees and visitors to
do so; all changes to such rules will be sent to
Renter in writing.
13. Damage and Destruction.
Subject to Section 8 A. above, if the Leased Premises
or any part thereof or any appurtenance thereto is so
damaged by fire, casualty or structural defects that
the same cannot be used for Renter's purposes, then
Tenant shall have the right within ninety (90) days
following damage to elect by notice to Renter to
terminate this Sublease as of the date of such damage.
In the event of minor damage to any part of the Leased
Premises, and if such damage does not render the Leased
Premises unusable for Renter's purposes, Tenant shall
promptly repair such damage at the cost of the Tenant.
In making the repairs called for in this paragraph,
Tenant shall not be liable for any delays resulting
from strikes, governmental restrictions, inability to
obtain necessary materials or labor or other matters
which are beyond the reasonable control of Tenant.
Tenant shall be relieved from paying rent and other
charges during any portion of the Sublease term that
the Leased Premises are inoperable or unfit for
occupancy, or use, in whole or in part, for Renter's
purposes. Rentals and other charges paid in advance
for any such periods shall be credited on the next
ensuing payments, if any, but if no further payments
are to be made, any such advance payments shall be
refunded to Renter. The provisions of this paragraph
extend not only to the matters aforesaid, but also to
any occurrence which is beyond Tenant's reasonable
control and which renders the Leased Premises, or any
appurtenance thereto, inoperable or unfit for occupancy
or use, in whole or in part, for Renter's purposes.
14. Default.
If default shall at any time be made by Renter in the
payment of rent when due to Tenant as herein provided,
and if said default shall continue for fifteen (15)
days after written notice thereof shall have been given
to Renter by Tenant, or if default shall be made in any
of the other covenants or conditions to be kept,
observed and performed by Renter, and such default
shall continue for thirty (30) days after notice
thereof in writing to Renter by Tenant without
correction thereof then having been commenced and
thereafter diligently prosecuted, Tenant may declare
the term of this Lease ended and terminated by giving
Renter written notice of such intention, and if
possession of the Leased Premises is not surrendered,
Tenant may reenter said premises. Tenant shall have,
in addition to the remedy above provided, any other
right or remedy available to Tenant on account of any
Renters default, either in law or equity. Tenant shall
use reasonable efforts to mitigate its damages.
15. Quiet Possession.
Tenant covenants and warrants that upon performance by
Renter of its obligations hereunder, Tenant will keep
and maintain Renter in quiet, peaceable and undisturbed
and uninterrupted possession of the Leased Premises
during the term of this Lease.
16. Condemnation.
If any legally, constituted authority condemns the
Building or such part thereof which shall make the
Leased Premises unsuitable for leasing, this Lease
shall cease when the public authority takes possession,
and Tenant and Renter shall account for rental as of
that date. Such termination shall be without prejudice
to the rights of either party to recover compensation
from the condemning authority for any loss or damage
caused by the condemnation. Neither party shall have
any rights in or to any award made to the other by the
condemning authority.
17. Subordination.
Renter accepts this Sublease subject and subordinate to
any mortgage, deed of trust, other lien or lease
presently existing or hereafter arising upon the Leased
Premises, or upon the Building and to any renewals,
refinancing and extensions thereof, but Renter agrees
that any such mortgagee shall have the right at any
time to subordinate such mortgage, deed of trust or
other lien to this Sublease on such terms and subject
to such conditions as such mortgagee may deem
appropriate in its discretion. Tenant is hereby
irrevocably vested with full power and authority to
subordinate this Sublease to any mortgage, deed of
trust or other lien now existing or hereafter placed
upon the Leased Premises of the Building, and Renter
agrees upon demand to execute such further instruments
subordinating this Sublease or attorning to the holder
of any such liens as Tenant may request. In the event
that Renter should fail to execute any instrument of
subordination herein required to be executed by Tenant
promptly as requested, Renter hereby irrevocably
constitutes Tenant as its attorney-in-fact to execute
such instrument in Renter's name, place and stead, it
being agreed that such power is one coupled with an
interest. Renter agrees that it will from time to time
upon request by Tenant execute and deliver to such
persons as Tenant shall request a statement in
recordable form certifying that this Sublease is
unmodified and in full force and effect (or if there
have been modifications, that the same is in full force
and effect as so modified), stating the dates to which
rent and other charges payable under this Sublease have
been paid, stating that Tenant is not in default
hereunder (or if Tenant alleges a default stating the
nature of such alleged default) and further stating
such other matters as Tenant shall reasonably require.
18. Notice.
Any notice required or permitted under this Lease shall
be deemed sufficiently given or served if sent by
United States certified mail, return receipt requested,
addressed as follows:
If to Tenant to:
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
If to Renter to:
Cartoon Acquisition, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Tenant and Renter shall each have the right from time
to time to change the place notice is to be given under
this paragraph by written notice thereof to the other
party.
19. Brokers.
Renter represents that Tenant was not shown the
Premises by any real estate broker or agent and that
Renter has not otherwise engaged in, any activity which
could form the basis for a claim for real estate
commission, brokerage fee, finder's fee or other
similar charge, in connection with this Sublease.
20. Waiver.
No waiver of any default of Tenant or Renter hereunder
shall be implied from any omission to take any action
on account of such default if such default persists or
is repeated, and no express waiver shall affect any
default other than the default specified in the express
waiver and that only for the time and to the extent
therein stated. One or more waivers by Tenant or
Renter shall not be construed as a waiver of a
subsequent breach of the same covenant, term or
condition.
21. Headings.
The headings used in this Sublease are for convenience
of the parties only and shall not be considered in
interpreting the meaning of any provision of this
Sublease.
22. Successors.
The provisions of this Sublease shall extend to and be
binding upon Tenant and Renter and their respective
legal representatives, successors and assigns.
23. Consent.
Tenant shall not unreasonably withhold or delay its
consent with respect to any matter for which Tenant's
consent is required or desirable under this Sublease.
24. Performance.
If there is a default with respect to any of Tenant's
covenants, warranties or representations under this
Sublease, and if the default continues more than
fifteen (15) days after notice in writing from Renter
to Tenant specifying the default, Renter may, at its
option and without affecting any other remedy
hereunder, cure such default and deduct the cost
thereof from the next accruing installment or
installments of rent payable hereunder until Renter
shall have been fully reimbursed for such expenditures,
together with interest thereon at a rate equal to the
lessor of twelve percent (12%) per annum or the then
highest lawful rate. If this Sublease terminates prior
to Renter's receiving full reimbursement, Tenant shall
pay the unreimbursed balance plus accrued interest to
Renter on demand.
25. Compliance with Law.
The laws of New York State shall govern this agreement.
Renter shall comply with all laws, orders, ordinances
and other public requirements now or hereafter
pertaining to Renter's use of the Leased Premises.
Tenant shall comply with all laws, orders, ordinances
and other public requirements now or hereafter
affecting the Leased Premises.
26. Final Agreement.
This Agreement terminates and supersedes all prior
understandings or agreements on the subject matter
hereof. This Agreement may be modified only by a
further writing that is duly executed by both parties.
IN WITNESS WHEREOF, the parties have executed this
sublease as of the day and year first above written.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Cartoon Acquisition, Inc.
By: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its: President