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Exhibit 10.53
WATT PLAZA
OFFICE SUBLEASE
1. PARTIES:
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THIS WATT PLAZA OFFICE SUBLEASE (this "Sublease") is made and entered into as of
the 24 day of October, 2005 by and between ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ PHILANTHROPIC
FOUNDATION, formerly ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ TRUST of 1991, an Irrevocable Trust,
("Sublessor"), and CIRTRAN CORPORATION, a Nevada Corporation ("Sublessee"), with
reference to the following:
Sublessor as Lessee, and 1875/1925 CENTURY PARK EAST COMPANY, a
California general partnership ("Lessor"), as Lessor, entered into a Lease
Agreement dated September 26, 1996. The Lease Agreement was subsequently amended
by Amendment #1 between Lessee and Lessor dated June 26, 1997 and by Amendment
#2 between Lessee and Lessor dated October 6, 1998 and by Amendment #3 between
Lessee and Lessor dated July 13, 1999 and by Amendment #4 between Lessee and
Lessor dated June 29, 2000 and by Amendment #5 between Lessee and Lessor dated
July 12, 2001 and by Amendment #6 between Lessee and Lessor dated November 5,
2002. The Lease Agreement and Amendments 1, 2, 3, 4, 5 and 6 shall hereinafter
collectively be known as the "Master Lease", a copy of which is attached hereto
as Exhibit A and incorporated herein by reference.
2. PROVISIONS CONSTITUTING SUBLEASE:
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This Sublease shall be of no force and effect unless and until the
Lessor shall grant its consent in writing thereto. This Sublease is subject to
all of the terms and conditions of the Master Lease except as specifically
provided herein, and Sublessee shall assume and perform the obligations of
Sublessor as Lessee in said Master Lease (with respect to the Premises, defined
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in Paragraph 4 below, only), to the extent said obligations are not inconsistent
with the terms and conditions of this Sublease.
3. MASTER LEASE PROVISIONS
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In cases of any conflicts between the terms of this Sublease and the
terms of the Master Lease, the terms of this Sublease shall prevail. All terms
and conditions of the Master Lease that are inconsistent with the terms and
conditions of this Sublease are excluded from this Sublease, including, without
limitation, Paragraphs 4, 5, and 20 (to the extent that said Paragraph 20 may
negatively affect Sublessee's right to the quiet enjoyment, possession, and use
of the Premises). All of the terms and conditions contained in the Master Lease
that are not inconsistent with this Sublease are incorporated herein (with each
reference therein to Lessor and Lessee to be deemed to refer to Sublessor and
Sublessee), and, together with the terms and conditions set forth herein, shall
constitute all of the terms and provisions of this Sublease.
4. PREMISES:
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Sublessor leases to Sublessee and Sublessee leases from Sublessor, but
not by way of assignment, those certain Premises constituting a portion of the
17th floor and containing approximately 2,362 square feet (rentable), designated
as Suite 1790, as shown on the plan attached hereto as Exhibit B, in the
building located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
("Premises"). Sublessee agrees to accept the Premises in an "as is" condition
and Sublessor shall not be required to perform any work in the Premises at its
expense unless otherwise herein provided.
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5. TERM:
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5a. The term of this Sublease shall be for a period commencing on
the date upon which Lessor shall grant its consent in writing to this Sublease
("Commencement Date"), and ending on October 31, 2007, unless sooner terminated
pursuant to any provision hereof.
5b. Notwithstanding said Commencement Date, if for any reason
Sublessor cannot deliver possession of the Premises to Sublessee on said date,
Sublessor shall not be subject to any liability therefor, nor shall such failure
affect the validity of this Sublease or the obligations of Sublessee hereunder
or extend the term hereof, but in such case Sublessee shall not be obligated to
pay rent until possession of the Premises is tendered to Sublessee; provided,
however, that if Sublessor shall not have delivered possession of the Premises
within ninety (90) days from said Commencement Date, Sublessee may, at
Sublessee's option, by notice in writing to Sublessor within ten (10) days
thereafter, cancel this Sublease. If this Sublease is cancelled as herein
provided, Sublessor shall return any monies previously deposited by Sublessee
and the parties shall be discharged from all obligations hereunder.
5c. In the event that Sublessor shall permit Sublessee to occupy
the Premises prior to the Commencement Date of the term, such occupancy shall be
subject to all of the provisions of this Sublease. Said early possession shall
not advance the termination date of this Sublease.
5d. In the event of the termination of Sublessor's interest as
Lessee under the Master Lease by Sublessor's default, Sublessor agrees to ensure
that Sublessee's right to quiet enjoyment of the Premises is not interrupted or
violated, and specifically agrees, without limitation, upon such termination by
default, to pay all costs of moving, alternative lease space selected by
Sublessee (in its reasonable but sole discretion), and all other damages
suffered by Sublessee in the event that Lessor requires Sublessee to vacate the
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Premises or takes any other action against Sublessee that would violate
Sublessee's right to quiet enjoyment of the Premises.
6. RENT:
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6a. Basic Rent: Sublessee shall pay to Sublessor as basic rent for
the Premises an equal monthly installment of Four Thousand, Four Hundred and
Eighty-Seven Dollars and Eighty Cents ($4,487.80), in advance, on the first day
of each month of the term hereof, except that, the rent for the first month of
the sublease term shall be due and payable upon Sublessee's execution of this
Sublease agreement hereof.
Rent for any period during the term hereof which is for less than one
month shall be a pro rata portion of the monthly installment. Rent shall be
payable without notice or demand and without any deduction, offset, or abatement
in lawful money of the United States of America to Sublessor at the address
stated herein or to such other person or at such other places as Sublessor may
designate in writing.
6b. Rent Adjustment: Sublessee shall not be obligated to pay any
additional rent, fees, or charges throughout the term of this Sublease (except
in the event of Sublessee's default as provided herein). This is a full service
gross Sublease. As a result, notwithstanding anything else contained in this
Sublease, Sublessee shall not be obligated to pay any of the costs customarily
paid by a Sublessor, including, without limitation, all utilities, taxes, common
area maintenance, maintenance of the Premises or janitorial service incurred in
connection with its use of the Premises when such services are being used during
normal business hours as defined by Exhibit "C" of the Master Lease. Any usage
of HVAC or other utilities or building services outside said normal business
hours shall be paid for by Sublessee. Further, all costs incurred by Sublessee's
usage of the building services (including cost for security services and usage
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of the elevator outside of normal business hours) for moving into and out of the
building, if any, shall be paid for by Sublessee. In addition, this Sublease
shall not be construed to require Sublessee, under any circumstances, to furnish
any services or facilities or to make any improvements, repairs or alterations
of any kind in, on or to the Premises.
6c. Rent Abatement: Sublessee shall have one (1) month of rent
abatement which shall be during month two (2) of said sublease term.
7. SECURITY DEPOSIT:
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Sublessee shall deposit with Sublessor upon execution hereof the sum of
Four Thousand, Four Hundred and Eighty-Seven Dollars and Eighty Cents
($4,487.80) as Security Deposit for Sublessee's faithful performance of
Sublessee's obligations hereunder. If Sublessee fails to pay rent or other
charges due hereunder, or otherwise defaults with respect to any provision of
this Sublease, Sublessor may use, apply or retain all or any portion of said
deposit for the payment of any rent or other charge in default or for the
payment of any other sum to which Sublessor may become obligated by reason of
Sublessee's default, or to compensate Sublessor for any loss or damage which
Sublessor may suffer thereby. If Sublessor so uses or applies all or any portion
of said deposit, Sublessee shall, within ten (10) days after written demand,
deposit cash with Sublessor in an amount sufficient to restore said deposit to
the full amount hereinabove stated, and Sublessee's failure to do so shall be a
breach of the Sublease, and Sublessor may at its option terminate this Sublease.
Within ten (10) days after the expiration of the term hereof, on the condition
that Sublessee has vacated the Premises and has fully and faithfully performed
every provision of this Sublease to be performed by it, the security deposit or
any balance thereof, together, shall be returned to Sublessee (or, at
Sublessor's option, to the last assignee, if any, of Sublessee's interest
hereunder).
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8. PARKING:
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Sublessor hereby grants to Sublessee for its own use its seven (7)
unassigned parking spaces in the Building of which the Premises form a part,
which Sublessee may rent at parking rates as charged by the parking garage
operator and subject to the parking agreement of the Master Lease.
9. USE:
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The Premises shall be used and occupied for general office use
consistent with the character of a first class office building.
10. SIGNAGE:
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Sublessee shall have the right to place a building-standard plaque on
or near the entrance to the Premises, and shall have rights identical to those
of Sublessor as to signage. The cost of producing and installing Sublessee's
building-standard plaque shall be paid for by Sublessee.
11. DEFAULT:
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11a. General Provisions. In the event of default by Sublessee in
the payment of rents or in the performance of any other terms and conditions of
this Sublease, Sublessor shall have, in addition to whatever other rights and
remedies it may have at law or in equity, those rights and remedies that the
Lessor has against Sublessor as Lessee under the Master Lease that are not
inconsistent with the terms and conditions of this Sublease.
11b. Written Notice of Default. Notwithstanding anything else
contained herein or in Section 11a., if Sublessee shall default in the payment
of the Rent or other payments due hereunder, if any, or under any other term or
provision of this Sublease, Sublessor shall provide written notice of such
default to Sublessee pursuant to Section 13 herein, and shall grant Sublessee
ten (10) days, per Paragraph 17.1 (b) of the Master Lease, to cure the default
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from the date of delivery of this written notice; provided, that if the nature
of Sublessee's default is such that it cannot be cured solely by the payment of
money and that more than ten (10) days are reasonably required for its cure,
then Sublessor shall grant Sublessee additional time to cure, pursuant to
Paragraph 17.1 (b) of the Master Lease.
12. ASSIGNMENT AND SUBLETTING:
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Neither Sublessee nor Sublessor shall assign this Sublease or any
interest therein or further sublet any portion of the Premises or any right or
privilege appurtenant thereto without the Lessor's consent first had and
obtained.
13. NOTICE:
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Any notice required and permitted to be given hereunder must be in
writing and may be given by personal delivery or by mail, and if given by mail
shall be deemed sufficiently given if sent by registered or certified mail
addressed to Sublessee at the Premises or Sublessee's corporate office located
at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ (Attention: ▇▇. ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇), and Sublessor at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(Attention: Mr. ▇▇▇▇▇ ▇▇▇▇▇▇). Either party may by written notice to the other
specify a different address for notice purposes except that the Sublessor may in
any event use the Premises as Sublessee's address for notice purposes.
14. COMMISSION:
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Upon full execution of this Sublease by all parties and receipt of
Sublessee's prepaid rent and security deposit and written approval and consent
of Landlord, Sublessor shall pay Pacific Commercial Realty a real estate
commission in the amount agreed to in a separate written agreement.
[Signatures on following pages]
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Dated this 24 day of October, 2005
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SUBLESSEE Address:
CIRTRAN CORPORATION,
a Nevada Corporation ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and CEO
SUBLESSOR
▇▇▇▇▇ ▇▇▇▇▇▇, acting as Treasurer of the
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
PHILANTHROPIC FOUNDATION, Address:
formerly ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
TRUST of 1991, an Irrevocable Trust
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: Mr. ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Treasurer
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