SUBLEASE AGREEMENT
1. PARTIES.
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This Sublease Agreement ("Sublease") is made, entered into and deemed to be
effective this 13 day of December, 1999, by and between XX.XXX, INC. (aka
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RIGL Corporation), a Nevada corporation ("Sublessor") and EMPIRE CAPITAL
GROUP, L.L.C., an Arizona limited liability corporation ("Sublessee").
2. MASTER LEASE.
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Sublessor is the Sublessee under a written Sublease Agreement dated
February 10, 1998 when Xxxxxx Law Firm, P.C., an Arizona professional
corporation ("Xxxxxx") sub-leased to Sublessor the real property located in the
City of Phoenix, County of Maricopa, State of Arizona, described as Xxxxx 000,
0000 Xxxx Xxxxxxxxx Xxxx ("Master Premises"). Xxxxxx is the lessee under a
written Lease dated September 18, 1995, wherein Biltmore Financial Center
Associates, an Arizona general partnership ("Lessor") leased to Xxxxxx the
Master Premises. The Lease is referred to herein as the "Master Lease" and is
attached hereto as Exhibit "A" and by this reference made a part hereof.
3. PREMISES.
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Sublessor hereby subleases to Sublessee the Master Premises as described in
the Lease. The Sublessee accepts the Master Premises and agrees to be bound by,
accept and perform each term and condition under the Master Lease which are
required to be performed by the Sublessor.
4. WARRANTY BY SUBLESSOR
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Sublessor warrants and represents to Sublessee that the Master Lease has
not been amended or modified except as expressly set forth herein, that
Sublessor is not now and as of the commencement of the Term hereof will not be,
in default or breach of any of the provisions of the Master Lease, and that
Sublessor has no knowledge of any claim by Lessor that Sublessor is in default
or breach of any of the provisions of the Master Lease.
5. TERM.
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The Term of this Sublease shall commence on January 1, 2000 ("Commencement
Date"), and shall terminate on the last day provided for in the Master Lease,
August 30, 2002 ("Termination Date"). The Sublessee understands and
acknowledges that Xxxxxx and the Lessor must consent to this Sublease. The
Sublessor shall submit this Sublease to Xxxxxx and the Lessor for their consent,
and will advise the Sublessee in writing when Xxxxxx and the Lessor consent to
this Sublease. If for any reason the Sublessor does not deliver possession to
the Sublessee on the Commencement Date, the Sublessor shall not be subject to
any liability for such failure, the Termination Date shall not be extended by
the delay, and the validity of the Sublease shall not be impaired, but rent
shall xxxxx until delivery of possession. Notwithstanding the foregoing, if the
Empire Capital Group, L.L.C.
Page 1 of 6 Sublease Agreement
Sublessor has not delivered possession to Sublessee within thirty (30) days
after the Commencement Date, then at any time thereafter and before delivery of
possession, Sublessee may give written notice to Sublessor of Sublessee's
intention to cancel this Sublease. Said notice shall set forth an effective
date for such cancellation which shall be at least ten (10) days after delivery
of said notice to Sublessor. If Sublessor delivers possession to Sublessee on
or before such effective date, this Sublease shall remain in full force and
effect. If Sublessor fails to deliver possession to Sublessee on or before such
effective date, this Sublease shall be canceled, in which case all consideration
previously paid by Sublessee to Sublessor on account of this Sublease shall be
returned to Sublessee, this Sublease shall thereafter be of no further force or
effect, and Sublessor shall have no liability to Sublessee on account of such
delay or cancellation. If Sublessor permits Sublessee to take possession prior
to the Commencement Date, such early possession shall not advance the
Termination Date and shall be subject to the provisions of this Sublease,
including, without limitation, the payment of rent.
6. RENT.
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Minimum Rent. Sublessee shall pay to Sublessor minimum rent, without
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deduction, setoff, notice, or demand, at XX.Xxx, Inc., 0000 X. Xxxxxxx, Xxxxx
000, Xxxx, Xxxxxxx 00000, or at such other place as Sublessor shall designate
from time to time by notice to Sublessee, the minimum monthly rent plus any
taxes due thereon as provided for in this Master Lease, Article 1.1(h) pro rata,
plus the Sublessor's pro rata share of the Operating Costs, as provided for in
the Master Lease together with any other taxes, late charges or other costs
which are required to be paid by the Sublessor pursuant to the Master Lease.
7. SECURITY DEPOSIT.
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Sublessee shall not be required to deposit a security deposit. The security
deposit currently held by Xxxxxx, and deposited by Sublessor, is hereby assigned
to Sublessee as additional consideration for this Sublease.
8. USE OF MASTER PREMISES.
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The Master Premises shall be used and occupied only for business office
purposes and for no other use or purpose.
9. ASSIGNMENT OF SUBLETTING.
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Sublessee shall not assign this Sublease or sublet all or any part of the
Master Premises without the prior written consent of Sublessor (and the consent
of Lessor, if such is required under the terms of the Master Lease).
10. OTHER PROVISIONS OF SUBLEASE.
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All applicable terms and conditions of the Master Lease, Exhibit "A", are
incorporated into and made a part of this Sublease as if Sublessor were the
lessor thereunder, and Sublessee the lessee thereunder, and the Master Premises.
Empire Capital Group, L.L.C.
Page 2 of 6 Sublease Agreement
11. ATTORNEYS' FEES.
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If Sublessor, or Sublessee shall commence an action against the other
arising out of or in connection with this Sublease, the prevailing party shall
be entitled to recover its costs of suit and reasonable attorneys' fees.
12. AGENCY DISCLOSURE.
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Sublessor and Sublessee each warrant that they have dealt with no real
estate broker in connection with this Sublease.
13. NOTICES.
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All notices and demands which may or are to be required or permitted to be
given by either party on the other hereunder shall be in writing. All notices
and demands by the Sublessor or Sublessee shall be sent by United States Mail,
postage prepaid, addressed to the Sublessee at the address herein below, or to
such other place as Sublessee may from time to time designate in a notice to the
Sublessor. All notices and demands by the Sublessee to Sublessor shall be sent
by United States Mail, postage prepaid, addressed to the Sublessor at the
address set forth herein, and to such other person or place as the Sublessor may
from time to time designate in a notice to the Sublessee.
To Sublessor: XX.Xxx, Inc.
0000 X. Xxxxxxx, Xxxxx 000
Xxxx, Xxxxxxx 00000
Attn: Xxxxxxx X. X'Xxxx, Esq.
To Sublessee: Empire Capital Group, L.L.C.
0000 X. Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxx Tomanaga
14. CONSENT BY LESSOR
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This Sublease shall be on no force or effect unless consented to by Lessor
within thirty (30) days after execution hereof, if such consent is required
under the terms of the Master Lease.
15. COMPLIANCE.
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The parties hereto agree to comply with all applicable federal, state and
local laws, regulations, codes, ordinances and administrative orders having
jurisdiction over the parties, property or the subject matter of this Agreement,
including, but not limited to, the 1964 Civil Rights Act and all amendments
thereto, the Foreign Investment in Real Property Tax Act, the Comprehensive
Environmental Response Compensation and Liability Act, and The Americans With
Disabilities Act.
Empire Capital Group, L.L.C.
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16. FIRST REFUSAL.
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Sublessee shall have a right of first refusal on the balance of the Master
Premises upon the same terms as set forth herein. Such right of first refusal
must be exercised within ten (10) days of receipt of written notice by Sublessee
that Sublessor has received an offer to sublease the balance of the Master
Premises.
DATED: 12/13 , 1999.
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SUBLESSOR:
XX.Xxx, (fka RIGL Corporation), a Nevada
corporation
By: /s/ Xxxxxxx X'Xxxx, President
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Xxxxxxx X'Xxxx, President
SUBLESSEE:
Empire Capital Group, L.L.C., an Arizona
limited liability corporation
By:
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Its:
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Empire Capital Group, L.L.C.
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EXHIBIT "A"
Master Lease
Empire Capital Group, L.L.C.
Page 5 of 6 Sublease Agreement
