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EXHIBIT 10.06
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Nº S-20668
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1
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Property Lease
Agreement
A) Lessor
KW R ADAR C
ONSTRUTORA E
I NCORPORADORA
L TDA . , successor of Barros e Spitaletti Empreendimentos
Ltda. , with head offices Avenida Dr. Yojiro Takaoka 4384,
8 th floor, suite
806, Centro de Apoio 1, Alphaville District, in Santana do
Parnaíba, Tax ID (CNPJ) 05,987,569/0001-15, herein
represented by its members Norberto Spitaletti , Brazilian,
married, businessman, holder of ID Card (RG) 3,271,937, Tax
ID (CPF/MF) 038,521,218-68, and Basílio Fernandes
de Barros , married, businessman, holder of ID Card (RG)
5,913,210, Tax ID (CPF/MF) 006,400,418-09, both of them with
offices in the address referred to 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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273 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
53 months, beginning on July 01, 2005, and ending on
October 31, 2009.
F) Rental
The monthly rental is five thousand reais (R$
5,000.00)
G) Place and Date of Payment
The R$ 5,000.00 rental shall be paid at the Lessor’s head
offices by the fifth (5 th
) day of the month after the due rental. The
parties hereby agree that the Lessee shall have a fifty percent
(50%) bonus on the rental during the first twelve
(12) months hereof.
The first rental, in the amount of R$ 2,500.00,
shall be due on August 05, 2005. The payment, , when not yet
overdue, can be performed via deposit, transfer or TED, into
checking account 6280-4, branch 2774-0; Nova Alphaville; Banco
Bradesco S/A, or via bank slip.
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
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The Lessee undertakes to respect and comply with
the Condominium Convention and the Internal Regulations to which
such property might be subject, if applicable. The Lessee
acknowledges that it knows and undertakes to comply with such
documents.
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5
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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.
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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
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