Exhibit 10.26
Lease Agreement
Edificio Torre Country P. 7
[Seal:] Luis Miguel Molina Rojas. [Illegible.]
[Seal:] Notarial Office No. 20 of the Municipality of Libertador, Metropolitan District of Caracas. Received on 05/05/08. Form No. 003886. Fee in Venezuelan bolívares [blank]. Scheduled for 05/05/08.
LEASE AGREEMENT
This Lease Agreement is entered into byG4 Grupo 4 Inmobiliaria Internacional Industrial Comercial, C.A., with offices in Caracas, registered with Companies Registry V of the Judicial Circuit of the Federal District and the State of Miranda on March 24, 2006 under number 50, Volume 1289 A, represented herein by its Legal Representative,William Williams T., attorney-at-law, of age, resident of Caracas, Venezuelan, holder of identity card No. 70507, who is duly empowered to participate herein (the “LESSOR”); andMercadoLibre Venezuela, S.A., a company with offices in Caracas and organized by means of an Instrument registered with Companies Registry I of the Judicial Circuit of the Federal District and the State of Miranda on February 24, 2000 under No. 31-A-pro., Volume 31, represented herein by MarioDávila Zerpa, Venezuelan, of age, resident of Caracas and holder of identity card No. 11306062, who is duly authorized to participate herein by the Companies Registry (the “LESSEE”) (hereinafter jointly referred to asTHE PARTIESonly for the purposes of this Agreement), have agreed to execute this Lease Agreement subject to the following terms and conditions:
Section 1. PURPOSE
TheLESSORleases to theLESSEEand theLESSEEtakes and accepts in lease, under the terms and conditions set forth herein, the premises consisting of the floor 7 of the building Edificio Torre Country, located at Francisco de Miranda, El Rosal Neighborhood, within the jurisdiction of the Municipality of Chacao, State of Miranda, which shall be referred to asTHE PREMISESfor the purposes of this agreement.
Section 2: USE
TheLESSEEundertakes to useTHE PREMISESsolely as anoffice.THE PARTIESexpressly agree that in conducting its business activities, theLESSEEshall refrain from making disturbing noises, odor nuisance or performing activities producing pollutants, in violation of existing environmental laws. Likewise,THE PARTIESagree that theLESSEEmay not useTHE PREMISESfor purposes other than those set forth herein without prior written authorization of theLESSOR.THE PARTIESfurther agree to disallow the use or the storage inTHE PREMISESof psychotropic drugs, narcotics or flammable substances which are difficult to handle, animals or any other element that might constitute a source of contamination. IfTHE
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PREMISESare used for a purpose other than those set forth herein, theLESSORshall be entitled to terminate this Agreement and receive damages to be paid by theLESSEEin an amount equal to the rent amount for the period remaining until the expiration of the lease term herein. TheLESSEE shall immediately vacate and deliverTHE PREMISESupon non-compliance, in accordance with the conditions set forth herein. Under no circumstances does theLESSORapprove any uses, actions or operations that may be in violation of the rules applicable to the agreement. TheLESSEEundertakes to comply with the Condominium Instrument and Bylaws in all matters related to the use of the common areas of the Building of which THE PREMISES are part, such as cleaning rooms, parks, elevators, parking spaces, stairs, corridors, gardens, terraces and further existing common areas.
Section 3: LEASE TERM
This Agreement shall be effective forTHREE (3) fixed yearsfrom May 1, 2008 until April 30, 2011 and may be renewed for a fixed period of one (1) year unless either party informs the other in writing of its intention to terminate the agreement upon the expiration of the term, at least sixty (60) days before the expiration date. If the parties fail to express this intention, the agreement shall be deemed to have been renewed under the terms and conditions in force at that time except with regard to the adjustment of the rent amount, which is to be previously agreed byTHE PARTIES and, in any case, the lease agreement shall always be deemed to be effective for a specific period of time. Upon the expiration of the fixed lease term or of its renewal, if any, theLESSEEshall deliver the premises without any injunction or eviction being necessary. Thus, this lease agreement shall not be deemed renewed or re-executed neither impliedly nor expressly under these circumstances, and theLESSEEshall immediately vacate and deliverTHE PREMISESupon the expiration of the lease term in accordance with the terms and conditions set forth herein.
SOLE PARAGRAPH: UNILATERAL TERMINATION
If theLESSEEterminates this agreement before the expiration of the term established in the paragraph above of this Section 3, theLESSEEshall pay to theLESSORan amount that will depend on the time at which theLESSEEdecides to terminate this agreement, as follows:
| | a) | | an amount equivalent to 12 (twelve) rents if termination occurs after the first year of the lease term hereof; |
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| | b) | | an amount equivalent to 6 (six) rents if termination occurs after the second year of the lease term hereof; |
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| | c) | | an amount equivalent to 6 (six) rents if termination takes place after the third and last year of the lease term hereof, that is, only if the agreement has been renewed for 1 (one) additional year. |
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TheLESSORreserves the right to demand specific performance and/or termination of this Agreement and, consequently, to request theLESSEE‘s eviction and surrender ofTHE PREMISESpursuant to this Agreement. In any case, and as established above, upon the expiration or termination hereof, theLESSEEshall surrenderTHE PREMISESto theLESSORin the conditions set forth herein.
Section 4: RENEWAL
THE PARTIESagree that this contractual relationshipmay be renewed byTHE PARTIESonly through a written agreement, except as established in Section 3. Such written agreement shall set forth the new terms and conditions of the lease as well as the new rent amount applicable to the new period. In any event, the new lease agreement shall always be deemed to be valid for a specific period of time.
SOLE PARAGRAPH: LEGAL EXTENSION
TheLESSEEshall give written notice to theLESSORat leastSIXTY (60)calendarDAYSprior to the termination of this Agreement at the address indicated in Section 8 hereof, informing of its intention to exercise the right toLEGAL EXTENSION under the Real Property Lease Law,. Provided theLESSEEhas not failed to comply with its contractual obligations.THE PARTIESshall agree, in accordance with Section 7 hereof, on the new rent applicable to the extension granted to theLESSEEupon the exercise of its right tolegal extension. TheLESSEEshall surrenderTHE PREMISESupon the expiration of such legal extension, if any, in accordance with this Agreement.
Section 5: DELAY IN THE SURRENDER OF THE PREMISES
Except as otherwise previously agreed byTHE PARTIESin writing, if upon the expiration of the fixed term of this Agreement, of the unilateral termination or of the renewal, if any, theLESSEE fails or delays to comply with its obligation to surrenderTHE PREMISESin the conditions and within the time set forth herein, theLESSEEshall pay to theLESSOR,as a penalty,THREE TIMES the amount of the daily rent applicablefor each day of delay until actual and final surrender ofTHE PREMISES,at theLESSOR’s entire satisfaction. The penalty amount due for delay or failure to surrenderTHE PREMISESas and when due may not be subject to any estimation or recalculation for being an agreement expressly accepted byTHE PARTIES. Therefore, as a result of the delay by theLESSEEin the surrender ofTHE PREMISES, this agreement shall not be deemed renewed or re-executed neither impliedly nor expressly under no circumstances. All reasonable costs, reasonable attorneys’ fees, and expenses resulting from theLESSEE’sfailure to surrenderTHE PREMISESshall be borne by theLESSEE.
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Section 6: RENT
TheLESSEEshall pay to theLESSORas rent for this agreementSIXTY TWO THOUSAND AND FOUR HUNDRED BOLÍVARESper month(Bs. 62,400), to be paid as follows:
| | 1. | | TheLESSEEshall pay the firstTEN (10) MONTHSof the monthly rent in advance, that is to say, theLESSEEpays herein to theLESSORthe amount ofSIX HUNDRED AND TWENTY FOUR THOUSAND BOLÍVARES (Bs. 624,000)for the period from May 1, 2008 to April 30, 2009. |
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| | 2. | | From the second year, i.e. fromMay 1, 2009, theLESSEEshall pay to theLESSORa CPI adjusted rent as established in Section 7 hereof, payable one month in advance, by check delivered at the address or by deposit or wire transfer to a bank account, as may be notified by theLESSORto theLESSEEwithin the first five (5) business days of each month. In no event may theLESSEEwithhold payment of the rent; any such behavior shall be a ground for termination hereof. Failure to pay two (2) consecutive monthly rents shall be grounds for termination of this agreement by operation of law. |
PARAGRAPH ONE.
TheLESSORagrees to grant theLESSEEa grace period (without payments) of two (2) months, namely May and June, 2008. Furthermore, the parties agree that theLESSEEshall pay the amounts for the services provided, such as running water, electricity, cleaning, telephone lines and common charges generated during such period.
PARAGRAPH TWO: PAYMENT OF COMMON CHARGES
THE PARTIESagree that theLESSEEshall make the monthly payments ofTHE PREMISES’ ordinarycommon charges, and that theLESSORshall pay theextraordinarycommon charges and any other charge, contribution or tax imposed onTHE PREMISESby the national or local public administration by virtue of this agreement as Real Property Taxes, except for those taxes or rates that theLESSEE must pay for the use of the offices such as industrial and commercial rights.
SEVEN: RENT ADJUSTMENT
The monthly rent forTHE PREMISESshall be biannually indexed after completion of the first year of the agreement and also for thelegal extensionperiod taking into consideration the consumer price indexes (CPI) indicated and published by the Central Bank of Venezuela for the date of the respective biannual adjustment. Under no circumstances may the resulting monthly rent be lower than the amount of the last rent subject to adjustment.
EIGHT: LATE PAYMENT INTEREST
THE PARTIESexpressly agree that in the event theLESSEEfails to timely pay the rent, it shall pay a late payment interest to theLESSORat the average deposit rate of the main six banks of the Bolivarian Republic of Venezuela calculated over the aggregate amount of the unpaid applicable rent, starting from the day after the first five (5) days of the month in question and until the date on which the unpaid rent or rents are paid off.
NINE: INSPECTION OF THE PREMISES
TheLESSEEaccepts and agrees to allow the persons duly authorized in writing by theLESSORor theLESSORitself to inspect the facilities, services and fixtures ofTHE PREMISESduring business days and hours with prior written notice to theLESSEEat least three (3) days in advance, except in the event of a verified emergency. To that end, theLESSEEundertakes to take any required measures to facilitate the inspection. Likewise, theLESSEEundertakes to facilitate any urgent repair works required atTHE PREMISESas set forth in Section 1590 of the Venezuelan Civil Code, provided such repair works do not result from causes attributable to theLESSEEin accordance with Section 13 (3) and (4).
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TEN: IMPROVEMENTS TO THE PREMISES
TheLESSEEmay not make any modification, incorporation, alterations or improvements of any kind toTHE PREMISESwithout theLESSOR’sprior writtenconsent. Once such consent is given, theLESSEE shall conduct all the proceedings and prepare all the blueprints or obtain all the municipal permits necessary to make the planned modifications, which must be in line with the construction percentages specified inTHE PREMISES’ Condominium Instrument and Bylaws and may not exceed them at any time. Likewise, theLESSEEshall be responsible for the technical and professional direction and supervision in the adequate performance of the works to be executed atTHE PREMISES. TheLESSEE shall also be responsible for any damage caused to theLESSOR, neighbors and third parties in carrying out such improvements, thus releasing theLESSOR, its representatives and employees from any liability, complaint or claim that may arise with regard to the improvements made toTHE PREMISES. In any event, upon the expiration or termination of this Agreement and should theLESSOR accept the improvements made and fixed toTHE PREMISES, such improvements shall remain withTHE PREMISESand theLESSEEshall not be entitled to claim any compensation from theLESSOR. However, this shall not apply to the improvements thatTHE PARTIEShave expressly agreed to perform since theLESSEEhas the obligation to returnTHE PREMISESupon the expiration of the effective term of this agreement in the same original physical conditions they were received if theLESSORso requires.
ELEVEN: NO ASSIGNMENT
Since this agreement is deemed to have been executedintuitu personae, theLESSEEmay not assign, transfer or subletTHE PREMISESin whole or in part, or the rights granted by and derived from this agreement without theLESSOR’s prior written consent under penalty of rendering the agreement void. Consequently, the so-called points of sale, transfers, assignments of the agreement or ofTHE PREMISESare strictly prohibited. Likewise, theLESSORdoes not recognize the sale or assignment made by theLESSEEof the majority of its shares which may change theintuitu personaenature of this agreement, except with respect to any affiliate, branch, subsidiary or entity that is part of theLESSOR‘s conglomerate. Any attempt to violate this Section shall be deemed to be intentional and shall be grounds for termination of this agreement without any injunction or eviction being necessary. TheLESSORmay file any pertinent civil and criminal proceedings and is entitled to demand that any company, person or persons lacking the written authorization to occupyTHE PREMISES due to an undue assignment or transfer thereof or of the agreement by theLESSEEvacateTHE PREMISES. TheLESSEEexpressly declares that it may not exercise or invoke rights based on the greater value thatTHE PREMISESmay have as a result of the operation of its business and the client portfolio or point of sale (goodwill) developed.
PARAGRAPH ONE
TheLESSORaccepts as a sole exception to Section Eleven that theLESSEEmay partially sublet or assignTHE PREMISEShereunder to its affiliate GRUPO VENECLASIFICADOS, C.A., a company with offices in Caracas, registered with Registry of Commerce V of the Judicial Circumscription of the Federal District and State of Miranda on March 11, 2003 under No. 98, Volume 740, which would therefore have to comply with all the obligations hereof. TheLESSEE, MercadoLibre Venezuela, S.A., would be, in any event, exclusively responsible for the performance of this Agreement.
TWELVE: PRESERVATION OF THE PREMISES
TheLESSEErepresents that it has receivedTHE PREMISESin good state of repair and maintenance, completely clean, free of trash, waste and debris, and with the personal property indicated in Section 13(8) in good state of repair. TheLESSEEundertakes to preserve and return such property upon the expiration or termination of the Agreement for any reason in the same conditions they were received except for the normal wear and tear. Furthermore, theLESSOR herein delivers the keys toTHE PREMISESto theLESSEE.
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PARAGRAPH ONE:
On the date this Agreement expires, and without any prior notice being necessary, theLESSEEmust returnTHE PREMISESto theLESSORtogether with all the keys to it. A prior inspection ofTHE PREMISESshall be made, for which reason both parties shall sign minutes indicating the condition in whichTHE PREMISESare delivered by theLESSEE.THE PREMISESmust be completely empty and in the same good cleaning and preservation conditions they were received by theLESSEEat the beginning of this Agreement, except for the normal wear and tear resulting from its use and the terms and conditions hereof. For all pertinent legal purposes,THE PREMISESshall be deemed to have been delivered by theLESSEEto theLESSORupon the actual expiration or termination of the agreement if there are no people or property atTHE PREMISESas of such date. TheLESSORmay, within fifteen (15) calendar days from the dateTHE PREMISESare delivered as established herein, make any appropriate observations regarding the state or condition in whichTHE PREMISESwere returned so that any necessary measures are taken to correct such situation, if applicable.
THIRTEEN: LESSEE’S OBLIGATIONS
The following are theLESSEE’s exclusive obligations: 1) TheLESSEEshall timely pay the monthly and consecutive rent amounts established in this Agreement and the ordinary common charges; 2) TheLESSEEshall comply with all the sections of this Agreement; 3)MINOR REPAIR WORKS: TheLESSEEshall perform and pay the cost of all minor repair works required atTHE PREMISESreferred to in Section 1612 of the Venezuelan Civil Code whose cost do not individually exceed thirty percent (30%) of the rent in force at that time. TheLESSEEshall also perform all repair works which are higher in value as a result of the inadequate or inappropriate performance of minor repair works and shall pay any other cost arising from repair work expenses due to intentional or unintentional omissions on the part of theLESSEE, its employees or third parties that resulted in damage toTHE PREMISES; 4)MAJOR REPAIR WORKS: TheLESSEEshall give prior written notice to theLESSORof any sign of damage that may compromise the safety and use ofTHE PREMISESand which merits major repair works as described above; in such case, the costs incurred shall be borne by theLESSORunless the damage is comprised within the exception of Item 3) above, provided the sign evidencing the need for major repair works is so evident that any person with no experience in real property, architecture or engineering can notice it. Failure to timely notify theLESSEEof so evident signs of damage atTHE PREMISESshall render theLESSEEliable for any harm or damage sustained, as a result, by theLESSORor third parties; 4A) TheLESSEEmay only perform major repair works without theLESSOR’s written authorization in the event theLESSORfails to do so within the period of fifteen (15) business days following the date on which theLESSEEnotified in writing the need to perform them, in which case theLESSORshall reimburse to theLESSEEthe cost of such repair works. To that end, theLESSEEshall previously submit to theLESSORthe duly detailed bills in this regard; 5)PAYMENT OF SERVICES: TheLESSEEshall pay any other telephone, water, cleaning, electricity, equipment, air conditioning and other service consumptions or expenseshired on its own account atTHE PREMISES. TheLESSORshall not take any responsibility whatsoever for interruptions or failures in such services or any other public or private services hired by theLESSEE; 6)TELEPHONE LINES: THE PREMISESfeature telephone connections for the installation of telephone lines by telecommunication companies as an optional private service to be exclusively used by theLESSEE, who shall pay all the expenses arising from the installation of such lines, workers’ wages, service consumption bills, maintenance, etcetera; 7)CONDOMINIUM: TheLESSEErepresents that it knows the content of the condominium instrument and bylaws which governTHE PREMISES, and undertakes to comply with the applicable rules and the resolutions issued by the Board of Managers. Failure to comply with them shall be grounds for termination of this Agreement. Likewise,THE PARTIESagree that theLESSEEshall monthly pay the ordinary common charges throughout the term of this Agreement, while theLESSORshall pay the extraordinary or special common charges that may be charged throughout the term of this Agreement; 8)INVENTORY: TheLESSEErepresents that it has received from theLESSORthe personal
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property listed and described in the Inventory signed byTHE PARTIESherein in good state of repair. Such Inventory is an integral part of this agreement. TheLESSEEshall return such personal property upon expiration or termination of this agreement for any reason whatsoever in the same state of repair they were received; 9)LIABILITY INSURANCE AND FIRE INSURANCE: TheLESSEEshall be liable for any damage caused toTHE PREMISESas a result of actions attributable to its employees, customers, acquaintances or third parties. For such purpose, theLESSEEshall purchase and maintain, at its own expense, a liability insurance policy and an additional insurance policy covering fire, explosion and floods atTHE PREMISESdue to reasons attributable to theLESSEEwhich shall include compensation for loss profits for theLESSOR. Such policies must be issued by an Insurance company of the Metropolitan Area of Caracas and must be in effect throughout the entire term of this Agreement and its extension, if any. Failure to comply with this shall be grounds for termination of this agreement for being an essential requirement for its execution and validity. TheLESSEEis thus responsible for any damage resulting from such failure that may affect theLESSOR,THE PREMISESor third parties; 10)TAXES: TheLESSEEshall pay all taxes, charges and contributions levied onTHE PREMISESassociated with theLESSEE‘s activities, such as industrial and commercial rights and other fees related to the use and activities performed atTHE PREMISESand the monthly VAT included in the rent amount. TheLESSORshall pay any municipal taxes levied with respect to theownership ofTHE PREMISES.
FOURTEEN: LIABILITY
TheLESSORshall not responsible for any harm, damage or accidents sustained by theLESSEE, its employees or any persons using or visitingTHE PREMISES. TheLESSORshall not be responsible for acts of vandalism, robberies, losses, holdups or thefts sustained by theLESSEEor third parties while atTHE PREMISES, nor fire or floods that may occur due to reasons attributable to theLESSEE and which may derive from the use and enjoyment ofTHE PREMISESunder this agreement. In addition theLESSORshall not be responsible for earthquakes, ruin, civil commotion or any other Act of God or force majeure event taking place atTHE PREMISES.
PARAGRAPH ONE:
IfTHE PREMISESare destroyed or ruined by an Act of God, theLESSORshall have no obligation to compensate theLESSEEfor the damage caused by such destruction or ruin. In the case of total destruction or ruin, this Agreement shall terminate by operation of law without any court order being necessary.THE PARTIESshall not be entitled to make any monetary claims to each other. If the destruction or collapse is only partial, theLESSEEmay choose to terminate the Agreement or continue with it and repair the damage with a reduction in the rent amount proportional to the actual cost of the repair works until such cost is fully paid. Should the destruction or collapse be caused by reasons attributable to theLESSEE, its employees, customers, acquaintances or third parties, Section 13(9) shall apply.
FIFTEEN: EXPROPRIATION
It is expressly agreed byTHE PARTIESthat theLESSORshall not be responsible for any Resolutions or Decrees issued by Government or municipal agencies, and even self-governed entities or private companies which may directly or indirectly affectTHE PREMISESunder a Decree for Expropriation or forceful taking for the benefit of the community. Consequently, if any such decree is issued, theLESSEEshall vacate and deliverTHE PREMISESand this Agreement shall immediately be terminated, provided that theLESSEEmay not seek compensation from theLESSORfor this reason. In any case, theLESSORdeclares that to this date, it is not aware of any government work or project in the area nor of the issuance of any Decree or Resolution in this respect that could affectTHE PREMISES.
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SIXTEEN: GROUNDS FOR TERMINATION
This Agreement shall be terminated by operation of law, and theLESSORmay require that theLESSEE immediately pay any unpaid amounts and deliverTHE PREMISESwithout any court order being necessary, provided that theLESSEEmay not file any claims against theLESSORin this regard, if: 1) theLESSEEfails to comply with any of the obligations assumed hereunder; 2) theLESSEEfails to comply with one, several or all of the provisions hereof, in accordance with Section 1264 of the Venezuelan Civil Code; 3) theLESSEEfails to pay two (2) rent amounts on the due dates pursuant to the terms hereof; 4) precautionary measures or enforcement orders are issued by a court which affect seventy five percent (75%) of theLESSEE’s assets and are not suspended within thirty (30) days after their issuance by the competent Court; 5) theLESSEEis unable to pay its debts as they fall due as determined by a court decision or if a Tribunal declares its delinquency or bankruptcy; 6) theLESSEEassigns or transfers most of its assets to its creditors or becomes insolvent; 7) theLESSEEassigns or transfers its shares, pursuant to Section Eleven hereof.
SEVENTEEN: ADVERTISING
TheLESSEEshall observe the rules, conditions and requirements established in the municipal ordinances issued applicable in the jurisdiction whereTHE PREMISESare located with regard to the installation of structures or advertisements, logos or signs related to its corporate purpose in terraces, corridors or any other common area of the Building or private area ofTHE PREMISES. TheLESSEEshall also comply with the provisions contained in the Condominium Instrument and Bylaws in this regard, and must at all times obtain theLESSOR’s prior authorization to install such structures and advertisements; failure to do so shall be grounds for termination of this Agreement. Any expenses, costs or taxes incurred or levied shall be exclusively borne by theLESSEE, including the expenses arising from the removal of such structures and advertisements on the date of delivery ofTHE PREMISESin accordance with this agreement. TheLESSORmust include the corporate name of theLESSEEin the Building Directory of the place whereTHE PREMISESare located.
EIGHTEEN: NOTICES
Any notice to be given byTHE PARTIEShereunder or pursuant to the law shall be validly made if sent through letters or telegrams to the addresses specified below. Proof of such notices shall be the acknowledgments of receipt kept by any capable person working at the referred addresses. Any change of address must be immediately notified to the other party in writing as specfied herein.
THE LESSOR
Las Mercedes, Avenida Nueva York, Edificio Ferán, Piso 3, Of. 31. Tel: 991.46.97 and 991.02.85,Attn: Sr. George Scheer.
THE LESSEE
Property leased: El Rosal, Avenida Francisco de Miranda, Piso 7, Torre Country, Attn: Sr. Mario Dávila Zerpa.
NINETEEN: SECURITY DEPOSIT
In order to guarantee compliance with all its obligations, theLESSEEdelivers to theLESSORa Money Deposit equivalent to three (3) monthly rents, adjustable in the event of a renewal and proportional to the current annual rent amount. Failure to meet this obligation shall be grounds for termination of this agreement. The Security Deposit must be delivered by theLESSEEto theLESSORat the signing of this agreement. Otherwise, this Agreement shall be null and void. Such Deposit shall cover and protectTHE PREMISESthroughout the effective term of this agreement and until the date of delivery ofTHE PREMISES. TheLESSORmust grant the respective settlement certificate to theLESSEEprior to the delivery.
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TWENTY: COMMERCIAL ARBITRATION AGREEMENT
Any disputes arising betweenTHE PARTIESwith respect to this agreement which are not related to public policy shall be submitted to arbitration. The award rendered shall be final and binding, and issued in Spanish pursuant to the Rules of the Conciliation and Arbitration Business Center (CEDCA) by one or more arbitrators appointed in accordance with such Rules.THE PARTIESagree that the losing party shall pay all the expenses, arbitrators’ fees, attorney fees, arbitration costs and any other sums directly or indirectly resulting from the proceeding. The Conciliation and Arbitration Business Center (CEDCA) is currently located in the city of Caracas, at 2da. Avenida de Campo Alegre, Torre Credival, 6th floor, and its telephone numbers are (0212) 263.08.33, extensión 278 or 152. However, the arbitration may take place at such other address as the Center may determine for its offices at the time the Arbitration Agreement is applied. For the purposes of this section, the city of Caracas, Venezuela, is established asTHE PARTIES’ special address.
TWENTY ONE: EXPENSES
All expenses directly or indirectly related to this Agreement, such as drafting expenses, certifications by notaries public, and attorney fees, among others, shall be borne by theLESSEE.
TWENTY TWO: ENTIRE AGREEMENT
THE PARTIESacknowledge that this agreement is the only valid agreement between them and they refuse to recognize any other agreement that may have existed prior to the execution hereof. Any amendmentto the sections herein must be made in writing and signed byTHE PARTIES; any such amendment shall be deemed to be an integral part of this agreement.
TWENTY THREE: SPECIAL DOMICILE
For all legal purposes, effects and consequences of this Agreement,THE PARTIESestablish the city of Caracas as their special addres. For any issues not contemplated in this Agreement, the provisions of the Real Property Lease Law, the Civil Code and any other relevant laws shall apply.
SOLE PARAGRAPH
In the event any disputes arise betweenTHE PARTIESin connection with this Agreement, which cannot be submitted to arbitration as provided in Section Twenty hereof due to their nature or for legal reasons,THE PARTIESexpressly agree to submit to the jurisdiction of the Courts in and for the City of Caracas.
In witness whereof, the Parties have executed this Agreement in two (2) counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. In the City of Caracas, on the date of its authentication by a Notary Public.
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| [Signature] | | [Signature] |
| THE LESSOR | | THE LESSEE |
