Exhibit 10.1
SUBLEASE (this “ Sublease ”), dated as
of May 2, 2005, by and between MONSTER WORLDWIDE, INC.
f/k/a TMP WORLDWIDE INC ., having an office at 622 Third
Avenue, 39 th Floor, New York, New York 10017 (“
Sublandlord ”), and GECKO INC ., a New Jersey
corporation, having an address at 7800 West Brown Deer Road,
Milwaukee, Wisconsin 53223 (“ Subtenant
”).
W
I T N
E S S E T H
:
WHEREAS , pursuant to a Lease Agreement (“
Original Lease ”) by and between IRET-Brown Deer, LLC,
successor to 78 th and Brown Deer Operating Associates,
Limited Partnership, its successors and/ or assigns, a
(collectively, “ Landlord ”), as landlord, and
Sublandlord, as tenant, dated March 18, 2002 (the Original
Lease, as the same has been or may hereafter be amended from time
to time, the “ Master Lease ”), Landlord did
demise and let unto Sublandlord, and Sublandlord did hire and take
from Landlord, certain premises on the first floor, as more
particularly identified in the Master Lease (collectively, the
“ Leased Premises ”), in a building known as and
by the street address of 7800 West Brown Deer Road, Milwaukee,
Wisconsin 53223 (the “ Building ”);
and
WHEREAS , Subtenant acknowledges and represents that it
has received and reviewed the Master Lease, a current copy of which
is attached hereto as Exhibit A and that it is familiar
with all the terms and conditions thereof; and
WHEREAS , Sublandlord wishes to sublet to Subtenant, and
Subtenant desires to hire and rent from Sublandlord a portion of
the Leased Premises more particularly shown on Exhibit B
attached hereto (the “ Premises ”), and
Subtenant is desirous of hiring and taking the Premises from
Sublandlord, upon the terms, covenants and conditions hereinafter
set forth;
NOW, THEREFORE
, in consideration of the mutual
covenants and promises herein contained, and other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Sublandlord and Subtenant hereby agree as
follows:
1.
TERM . Sublandlord hereby
subleases to Subtenant, and Subtenant hereby hires from
Sublandlord, the Premises for the purposes permitted in
Section 8 of the Master Lease for a term commencing on the
later of (i) the date the parties hereto execute and deliver this
Sublease, (ii) the date the Landlord consents to this Sublease
in writing as set forth in paragraph 16 of this
Sublease, and (iii) May 2, 2005 (such later date
being the “ Commencement Date ”), and ending,
unless sooner terminated pursuant to any of the provisions of the
Master Lease, this Sublease or pursuant to applicable law, on
October 31, 2005 at 5:00 p.m. E.S.T. (“ Expiration
Date ”), upon the terms and conditions set forth in this
Sublease. If for any reason the term of the Master Lease is
terminated prior to the Expiration Date, this Sublease shall
thereupon be terminated automatically, and Sublandlord shall not be
liable to Subtenant by reason thereof unless said termination shall
have been effected solely because of, or shall have resulted solely
from, the breach or default of Sublandlord under the Master Lease
with respect to an obligation not assumed by Subtenant under this
Sublease. In such event, the Rent (hereinafter defined) for
the month in which such termination occurs shall be pro-rated based
on the actual number of days in such month unless such termination
was the result of a default by Subtenant hereunder.
2.
BASE
RENT . Subtenant shall pay
to Sublandlord as and for a monthly base rent (“ Base
Rent ”) for the Premises $6,000.00, payable in advance
and without notice or demand, commencing on the earlier of (i) the
Commencement Date, or (ii) the date Subtenant commences business in
the Premises (such earlier date being the “ Rent
Commencement Date ”) and on or prior to the first day of
each month during the term of this Sublease, except that Subtenant
shall pay to Sublandlord the first full monthly installment with
Subtenant’s execution and return of this Sublease. The
Base Rent includes all of the services provided by Landlord under
the Master Lease, including, without limitation, Exhibit D-1 of the
Master Lease (which includes janitorial services) and security
services to the extent provided by Landlord, and use of existing
copiers, conference rooms, mail room and coffee service and all
other services provided to the Premises on or prior to the date
hereof.
3.
ADDITIONAL
RENT .
(a)
In addition to
the Base Rent set forth above, commencing on the Rent Commencement
Date, Subtenant shall pay to Sublandlord as additional rent
(“ Additional Rent ”), the
following:
(i)
additional rent
equal to 100% of any and all additional rent payable by Sublandlord
under any provisions of the Master Lease (other than Base Rent and
Additional Rent payable thereunder) to the extent the same relates
to the Premises or is incurred by Subtenant;
(ii)
the cost of any
additional services or materials requested of Landlord by or on
behalf or at the request of Subtenant; and
(iii)
any other amounts
payable by Subtenant pursuant to the provisions of this
Sublease.
(b)
The aforesaid
Additional Rent shall be payable by Subtenant to Sublandlord within
ten (10) business days after presentation by Sublandlord to
Subtenant of the bills therefor, whether issued during or after the
term of this Sublease. This paragraph 3 shall survive
the expiration or earlier termination of this Sublease.
(c)
Base Rent and
Additional Rent is referred to in this Sublease collectively as
“ Rent ”.
4.
PAYMENT OF
RENT . All Rent shall be
paid to Sublandlord, or as Sublandlord may direct by notice to
Subtenant, in lawful money of the United States of America which
shall be legal tender for payment of all debts and dues, public and
private, at the time of payment, without any abatement, deduction,
set-off or counterclaim whatsoever. Sublandlord shall have
the same remedies for default in the payment of Additional Rent as
for default in the payment of Base Rent. Rent shall be paid
to Sublandlord at the following address, or to such other address
as Sublandlord shall notify Subtenant in writing:
Payments Via Ordinary
Mail :
P.O. Box 34643
Newark, New Jersey
07189-4643
2
Payments Via Courier
:
Fleet Wholesale Lockbox
Attention: Monster
Worldwide/#34643
55 Challenger Road, 2 nd
Floor
Ridgefield Park, New Jersey
07660
Telephone:
800.315.4107, ext 6836
5.
CONDITION OF
PREMISES .
(a)
The Premises are
hereby sublet and shall be delivered to Subtenant
“as-is” on the date hereof. The execution and
delivery of this Sublease by Subtenant shall be conclusive evidence
that the Subtenant has inspected the Premises and found them to be
satisfactory for Subtenant’s occupancy as of the date of this
Sublease.
(b)
Neither
Sublandlord nor Sublandlord’s agents or representatives have
made any representations, warranties or promises with respect to
the condition, quality, permitted use, restrictions, value or
adequacy of the Premises and no rights, easements or licenses are
granted by Sublandlord or acquired by Subtenant, by implication or
otherwise, except as expressly set forth in this
Sublease.
6.
RIGHTS OF
SUBTENANT . Subtenant shall be
entitled to the benefit of all of the obligations of Landlord
pursuant to the Master Lease with respect to the Building (other
than the Leased Premises not included in the Premises) and the
Premises including but not limited to Landlord’s obligations
to repair and restore and provide or render work and services, if
any, and Subtenant acknowledges and agrees that such obligations
are and shall be the responsibility of Landlord and not those of
Sublandlord. In the event Landlord shall fail or refuse to
comply with any of the terms of the Master Lease affecting the
Premises or the use or occupancy thereof by Subtenant or anyone
claiming by, under or through Subtenant, Subtenant may notify
Sublandlord, and Sublandlord, at Subtenant’s request, shall
take any action reasonably requested by Subtenant in accordance
with the Master Lease to enforce the provisions of the Master Lease
against Landlord, all at Subtenant’s cost and expense.
Subtenant shall have no claim against Sublandlord by reason of
Landlord’s failure or refusal to comply with any of the terms
of the Master Lease. This Sublease shall remain in full force
and effect notwithstanding Landlord’s failure or refusal to
comply with any of the terms of the Master Lease, and Subtenant
shall pay the Rent provided in this Sublease without any abatement,
deduction, set-off or counterclaim whatsoever, Subtenant’s
sole remedy being the right to have Sublandlord enforce the
provisions of the Master Lease against Landlord at
Subtenant’s cost as set forth above. Subtenant shall
look solely to Landlord (i) to provide any and all services
and utilities required to be provided by Landlord under the Master
Lease, (ii) to make any of the repairs or restorations that
Landlord has agreed to make under the Master Lease, (iii) to comply
with any laws or requirements of public authorities with which
Landlord has agreed in the Master Lease to comply, and (iv) to take
any action with respect to the operation, administration, or
control of the Building or any of its public or common areas that
the Landlord has agreed in the Master Lease to take; and Subtenant
shall not, under any circumstances, seek to require or require
Sublandlord to provide any of such services or utilities, make such
repairs or restorations, comply with such laws or requirements, or
take such action, nor shall Subtenant make any claim upon
Sublandlord for any damages, costs
3
or expenses which arise by
reason of the negligence, whether by omission or commission, or
intentional, willful or tortious acts of Landlord.
Furthermore, Sublandlord shall have no liability to Subtenant by
reason of any inconvenience, annoyance, interruption or injury to
business or operations arising from Landlord’s making any
repairs, alterations or changes which Landlord is required or
permitted by the Master Lease, or required by law, to make in or to
any portion of the Building and/or the Premises, or in or to the
fixtures, equipment or appurtenances of the Building and/or the
Premises.
7.
REMEDIES
. In
addition to such rights and remedies as it may have pursuant to
applicable law, if Subtenant shall default under this Sublease,
Sublandlord shall have against Subtenant all of the rights and
remedies granted to Landlord pursuant to the Master Lease in the
event of a default by Sublandlord, as tenant under the Master
Lease. In addition to the other rights Sublandlord may have
under the Master Lease (as incorporated in this Sublease), this
Sublease or pursuant to applicable law, if Subtenant shall fail to
timely perform any of its obligations under this Sublease, then
Sublandlord shall have the right, but not the obligation, without
notice to Subtenant in a case of emergency and otherwise after ten
(10) business days notice to Subtenant, without waiving or
releasing Subtenant from any obligations hereunder, to perform any
such obligation of Subtenant in such manner and to such extent as
Sublandlord shall reasonably deem necessary. Subtenant shall
pay to Sublandlord upon demand any and all costs incurred by
Sublandlord in so doing, including, without limitation,
attorneys’ fees and costs, together with interest thereon
(compounded monthly) at a rate of interest equal to the lesser of
twelve percent (12%) per annum or the highest legal rate from the
date such costs were incurred until the date Sublandlord is
reimbursed.
8.
PROVISIONS OF
THE MASTER LEASE .
(a)
This Sublease is
in all respects subject to the terms and conditions of the Master
Lease. Except as otherwise provided in this Sublease, the
terms, provisions, covenants, stipulations, conditions, rights,
obligations, remedies and agreements contained in the Master Lease
are incorporated in this Sublease by reference and are made a part
hereof as if herein set forth at length and each and every
provision, term, condition and covenant of the Master Lease binding
upon or inuring to the benefit of Landlord thereunder shall, in
respect of this Sublease, bind or inure to the benefit of
Sublandlord against Subtenant, and each provision of the Master
Lease binding upon or inuring to the benefit of Sublandlord, as
tenant thereunder shall, in respect of this Sublease, bind or inure
to the benefit of Subtenant against Sublandlord, with the same
force and effect as though those provisions were completely set
forth in this document. For the purpose of incorporation by
reference of provisions of the Master Lease into this Sublease, the
words “Lessor” or “Landlord” or
“Owner” (whether or not capitalized) wherever used in
the Master Lease, shall be construed to mean
“Sublandlord” and the words “Lessee” or
“Tenant” (whether or not capitalized) wherever used in
the Master Lease shall be construed to mean
“Subtenant”, and
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