Exhibit 10.5
ASSIGNMENT
AND ASSUMPTION OF BUILDING LEASE
For good and valuable
consideration, the receipt and sufficiency of which is expressly
acknowledged, the undersigned, P.P.P., LLC, a Colorado limited
liability company (“Assignor”), whose business address
is located at 1443-1447 Stout Street, Denver, Colorado hereby
grants, conveys, assigns, and transfers, to STOUT RESTAURANT
CONCEPTS, INC., a Colorado corporation (“
Assignee ” ), any and all of Assignor’s right,
title and interest in and to the Building Lease dated
July 7, 2001, and any subsequent addenda (the “
Lease ”, a copy of which is attached hereto as
Exhibit A), between BK-Stout, LLC (“ Landlord
”), as assignee of Dikeou Realty, and 2222 Inc. for the
Bradshaw Building located at 1443 through 1447 Stout Street,
Denver, Colorado (the
“ Property ”, which was assigned to Assignor on
or about March 9, 2006 with the consent of Landlord (attached
as Exhibit B hereto), together with any and all money due and
to become due thereon with interest, and all rights accrued
or to accrue under the Lease. This Assignment and Assumption of
Building Lease shall be effective upon (a) the approval of a
“ temporary
permit ” to Assignee
from the licensing authorities in and for the City and County
of Denver and State of Colorado of the transfer of 1443
Corporation Inc.’s liquor and adult cabaret licenses and (b) a Closing as
contemplated in the Agreement for the Purchase and Sale of
Assets.
ADDITIONAL
TERMS
1.
Landlord hereby confirms
that (i) the term of the Lease expires on August 31,
2016, unless earlier terminated
in accordance with its
terms, and (ii) to Landlord’s knowledge, there is no existing default by
Tenant under the Lease.
2.
Neither this Assignment
nor Landlord’s consent hereto shall release or
discharge Assignor or Existing
Guarantors from any liability whether past, present or
future under this
Lease.
3.
Neither Assignor nor
Existing Guarantors (as defined below) shall be released
from any liability under the
lease because of Landlord’s failure to give notice of default under or
in respect to any of the terms, covenants, conditions, provisions
or agreements of the Lease.
4.
Consent of Landlord to
this Assignment shall not in anyway be construed to relieve
Assignor or Assignee of the obligation to obtain the express
written consent of Landlord, in advance, to any further
assignment.
5.
Assignee hereby agrees to
perform faithfully and to be bound by all of the terms,
covenants, conditions,
provisions and agreements of the Lease accrui
