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EXHIBIT 10.07
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Nº S-20670
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1
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B ARROS
E S PITALETTI E MPREENDIMENTOS L TDA . , with head office on
Avenida Dr. Yojiro Takaoka, 1384, - 8 th floor – suite 806 –
Support Center I – Alphaville, Santana do Parnaíba,
with Federal Tax ID (CNPJ/MF) under No. 05,897,569/0001-15,
herein represented by its members Norberto Spitaletti, Brazilian,
married, businessman, bearer of ID Card (RG) No. 3,271,937 and
Tax ID (CPF/MF) No. 038,521,218-68, and B ASÍLIO Fernandes de Barros, Brazilian, married,
businessman, bearer of ID Card (RG) No. 5,913,210 and Tax ID
(CPF/MF) No. 006,400,418-09, both with office at the address
above.
B) Lessee
M ERCADO L
IVRE . COM A TIVIDADES DE I NTERNET L
TDA . , with head
offices in the Capital City of the State of São Paulo, Rua
Arandu 281, 9 th floor, Brooklin Novo District, Tax ID (CNPJ/MF)
03,361,252/0001-34, herein represented by its delegate manager
Stelleo Passos Tolda , Brazilian, married, business
administrator, holder of ID Card (RG) 07,575,578-5, Tax ID
(CPF/MF) 028,676,707-48.
C) Lease Guaranty
This lease shall be guaranteed through a deposit to be given by
the LESSEE in the sum equal to three (3) rentals in accordance
with the amounts upon the execution hereof. Such deposit shall be
used to pay for the last three rentals of the lease term. Under no
circumstance whatsoever can they inure to the LESSOR in the
capacity of contractual fine.
D) Property
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Address
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Avenida Dr. Yojiro Takaoka 4350; Upper
Floor
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Eletropaulo ID
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Store 5
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Total area
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772 sq. m
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Leased area
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400 sq. m
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Purpose
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commercial office
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Nature
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nonresidential
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E) Term
05 years or sixty (60) months.
Beginning on November 01, 2004, and ending on
October 31, 2009.
F) Rental
The monthly rental is eight thousand reais (R$
8,000.00)
The rental in the amount of R$ 8,000.00 shall be paid at the
Lesser’s office up to the fifth (5 th ) day of the month
subsequent to the month due. The first rental shall become due on
January 5, 2005. The payment, when not yet overdue, can be
made through deposit, transfer or TED, in checking account
No. 6280-4, branch 2774-0 – Nova Alphaville –
Banco Bradesco S/A or, further, through payment coupon.
This PROPERTY LEASE AGREEMENT is agreed
hereby and in due legal form, as governed by Federal Law 8,245/91
and the clauses and conditions below. The parties shall be
generically and solely called LESSOR and LESSE.
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1
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The purpose hereof is the lease of the property
referred to in section "D" of the recitals. The contracting parties
are the Lessor and the Lessee initially identified in sections "A"
and "B", with the deposit guaranty described in section "C", and
under the terms set forth in section "E", "F", and "G".
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2
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The property is intended for the purpose referred
to in section "D" of the recitals. The Lessee cannot change it
without the Lessor’s express consent.
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2.1
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The Lessee undertakes to deliver the negative
certificates in its name. In case of positive certificate, the
summary report is required to be attached:
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Copy of ID Card, Tax ID, and address
evidence
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Articles of association, Tax ID, or bylaws /
minutes of the election
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Protest certificate in São
Paulo
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Certificate of civil, tax, bankruptcy,
composition with creditors and probate & family courts of
São Paulo
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Debt clearance concerning the Federal
Judiciary
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Debt clearance concerning the Attorneyship of the
Federal Judiciary
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Labor debt clearance in São
Paulo
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3
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The Lessee is forbidden to assign, transfer or
sublease the property in whole or in part, whether free of charge
or not, without the Lessor’s prior consent in
writing.
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4 – The Lessee undertakes to abide by and
comply with the Condominium Agreement and the Internal Regulations
to which the property may be subject. The Lessee declares to know
and to accept these documents, if applicable.
5- Besides the monthly rental set forth in section "F" of the
recitals, the Lessee shall be in charge of IPTU and other taxes
charged on the property, as well as the consumption of water and
electricity, and the relevant fees, insurance premiums, condominium
or maintenance / cleaning expenses, if applicable, and everything
which is or comes to be charged on such property. Such charges
should be paid on their due dates, plus every addition arising from
delays or any retention of charge notices.
Paragraph One:
The Lessor is entitled to charge the IPTU and the SACA fee
either together with the rental or send the payment slips for the
Lessor to perform such payments. The nonpayment of such duties
shall mean a contractual infringement.
Paragraph Two:
The Lessee undertakes to promptly transfer to its name, through
the applicable body, the liability for the consumption of
electricity in such property.
Paragraph Three:
In case there is no legal impediment and while the Lessee
remains in the property, whether the contractual term is effective
or expired, the rental shall be subject to adjustments every twelve
(12) months. It is hereby agreed that such adjustments shall
be calculated through the IGPM-FGV, or in case of its absence, a
specific index created by a later law applicable to leases.
Paragraph Four:
In case supervening laws allow for rental adjustments within
terms shorter than twelve (12) months, the lessee hereby
expressly agrees it is applied hereto, in the minimum dead
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