Exhibit 10.2
7.1 Translation from Dutch
This translation can only be used in combination with and as explanation to the
Dutch text. In the event of a disagreement or dispute relating to the
interpretation of the English text the Dutch text will be binding. These general
conditions are subject to Dutch law. This tenancy is subject to Dutch Law.
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LEASE OF OFFICE ACCOMMODATION and other commercial accommodation within the
meaning of Article 7:230A of the Civil Code
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Model established by the Real Estate Council (ROZ) on 30 July 2003.
Alterations to and use of this model are only permitted if the text filled
in, added or amended is clearly recognisable as such. Additions and
amendments should preferably be incorporated under the heading "special
conditions". All liability for detrimental consequences of the use of the
model is hereby expressly excluded by the ROZ.
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The SIGNATORIES:
Fortis Vastgoed B.V., having his registered address at Archimedeslaan 6, 3584 BA
Utrecht (The Netherlands), hereinafter referred to as "the Landlord", registered
in the Trade Register under number 6083831, represented by Mr. R.W.M. Smeets
AND
Playlogic International N.V. having his registered address at:
Concertgebouwplein 13, 1071 LL Amsterdam (The Netherlands), hereinafter referred
to as "the Tenant", registered in the Trade Register under number 34169344,
Turnover Tax number NL.8104.69.807.B.01.
Represented by her board Sloterhof Investments B.V. having her registered
address at: Kaya Richard J. Beaujon ZN, Curacao, Dutch Antilles, registered in
the Trade Register under number 87611 at her turn legally represented by Mr.
W.M. Smit, company director, having his registered address at 1180 Brussel,
(Belgium), Maretaklaan 30B, born in Amsterdam, 16 October 1946, having full
powers for Playlogic International N.V., Amsterdam (The Netherlands), registered
in the Trade Register under number 34169344.
HAVE AGREED AS FOLLOWS:
The Subjects, Intended use
1.1 The Landlord hereby lets to the Tenant and the Tenant hereby rents from the
Landlord circa 1.350 m2 office accommodation at the second floor (being
circa 711 m2 to the front and circa 639 m2 at the south side) and 18
parking places, of which 12 parking places at the parking deck and 6
parking places at the parking space in front of the office, as drawn in
sketch annexed as an Appendix, hereinafter referred to as "the Subjects",
known as "Meerparc", whose address is: Amstelveenseweg 638-710, Amsterdam,
cadastral indication Gemeente Amsterdam, Section AD, Number 583, which
office accommodation is more particularly indicated on the sketch thereof
annexed as an Appendix to, and forming part of, this contract and
initialled by the parties and the official report on transfer, also
initialled by the parties, containing details of those systems and other
provisions which do and do not form part of the Subjects and also
containing a description of the condition in which the Subjects are handed
over, supplemented by any photographs initialled by the parties.
1.2 The Subjects are intended exclusively for use by or on behalf of the Tenant
as office accommodation and parking spaces.
1.3 The Tenant shall not be permitted to allocate a different use to the
Subjects than that detailed in 1.2 unless the Landlord has given prior
written permission to do so.
1.4 The maximum permitted floor loading in the Subjects is circa 250 kg/m2.
Conditions
2.1 The "GENERAL TERMS AND CONDITIONS FOR LEASE OF OFFICE ACCOMMODATION, and
other commercial accommodation within the meaning of Article 7:230A of the
Civil Code", lodged with the Clerk of the Court in The Hague on 11 July
2003 and registered there under number 72/2003, hereinafter referred to as
"the General Conditions", shall form part of this contract. The parties are
familiar with contents of these General Conditions. The Landlord and the
Tenant have each received a copy of them.
2.2 The General Conditions referred to in Clause 2.1 shall apply except insofar
as expressly amended in this contract or insofar as their application is
not possible in relation to the Subjects.
Duration, extension and termination
3.1 This contract is entered into for a period of 6 years, commencing on 1 June
2005 and continuing up to and including 31 May 2011.
3.2 This contract shall continue after the expiry of the period mentioned in
3.1 for a consecutive period of 5 years, therefore up to and including 31
May 2016. Only the Tenant has the possibility to terminate this contract at
31 May 2011. This contract shall thereafter continue for periods of 5 years
at a time.
3.3 Termination of this contract shall be effected by notice of termination
with effect from the end of a rental period, with a period of notice of at
least twelve months.
3.4 Notice of termination must be given by bailiff's service or by registered
letter.
Rental, Turnover Tax, Rent Review, Obligation for payment, Payment periods
4.1 The commencing rental for the Subjects amounts to (euro) 303.900,- per
annum (in words: three hundred three thousand nine hundred euro,-)
4.2 The parties have agreed that the Landlord shall charge Turnover Tax on the
rental. If rental without Turnover Tax has been agreed, the Tenant shall be
liable to pay to the Landlord a separate amount, in addition to the rental,
as compensation for the loss suffered or to be suffered by the Landlord or
his legal successors because the Turnover Tax on investment and development
costs will not or no longer be deductible. The provisions of Clause 19.1 to
19.9, inclusive, of the General Conditions shall not then be applicable.
4.3 If the parties have agreed to rental subject to Turnover Tax, the Landlord
and the Tenant shall avail themselves of the opportunity to waive, on the
basis of Information Note 45, Order of 24 March 1999, no. VB 99/571, the
service of a joint option request for a rental subject to Turnover Tax. By
signing the Lease Contract, the Tenant declares, also for the benefit of
the Landlord's legal successors, that it shall use the Subjects or cause
them to be used continuously for purposes for which a complete or virtually
complete deduction of Turnover Tax is available under Section 15 of the
Turnover Tax Act 1968.
4.4 The Tenant's financial year runs from 1 January to 31 December inclusive.
4.5 The rental shall be reviewed annually as at 1 June, for the first time with
effect from 1 June 2006, in accordance with Clause 9.1 to 9.4 inclusive of
the General Conditions.
4.6 The amount due by the Tenant for ancillary supplies and services provided
by or on behalf of the Landlord shall be determined in accordance with
Clause 16 of the General Conditions. A system of advance payments with
subsequent re-calculation shall be applied to these advance payments as
detailed in said Clause.
4.7 The Tenant's payment obligations shall comprise:
- - the rental
- - the separate payment if rental without Turnover Tax has been agreed
- - the Turnover Tax if the parties have agreed on a rental subject to
Turnover Tax
- - the advance payment for the ancillary supplies and services arranged
by or on behalf of the Landlord, together with Turnover Tax due
thereon
4.7.2 The Tenant's obligation to pay Turnover Tax on the rental shall
discontinue if the Subjects may no longer be let out subject to Turnover
Tax, even though the parties have agreed that they should be. In such a
case, the payments specified in the provisions of Clause 19.3 of the
General Conditions shall be substituted for Turnover Tax and the advance
payment specified in Clause 19.3, sub a, still to be determined by both
parties.
4.8 For every payment period of 3 month(s), the payments, on commencement of
the Lease, shall be: - the rental
(euro) 75.975,00
- Turnover Tax due on the rental, or
(euro) 14.435,25
- the advance payment for ancillary supplies and services
arranged by or on behalf of the Landlord, together
with the Turnover Tax due thereon
(euro) 10.040,63
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TOTAL
(euro) 100.450,88
(in words: hundred thousand four hundred fifty Euro and eighty eight Euro
cents).
4.9 Taking into account the date of entry under the Lease, the Tenant's first
payment shall relate to the period from 1 June 2005 to 30 June 2005
inclusive and the amount due for this first period shall be (euro) 3310,10.
This amount is inclusive of Turnover Tax due in respect of the rental, but
only if the parties have agreed to rental subject to Turnover Tax. For the
period as from 1 June 2005 to 31 May 2006 the Tenant shall only pay the
advance payment for the ancillary supplies and services arranged by or on
behalf of the Landlord, together with Turnover Tax due thereon according to
Art. 8.11.
4.10 The periodical payments due by the Tenant to the Landlord under this Lease,
as detailed in Clause 4.8, shall be paid in one sum, in advance, in euros
and must be paid in full on or before the first day of the payment period
to which they relate.
4.11 Unless otherwise stated, all amounts stated in this Lease Contract, and the
General Conditions which form part of it, are exclusive of Turnover Tax.
Supplies and services
5. The parties agree that the ancillary supplies and services to be arranged
provided by or on behalf of the Landlord are as follows:
- Maintenance and checking of installations stated below:
- Central heating, airco- and ventilation system;
- Building maintenance system;
- Fire maintenance system;
- Fire alarm system;
- Automatic doors;
- Elevator installation;
- Automatic barrier system parking space and parking deck;
- Entrance control system;
- Maintenance installation for the front of the building;
- Water installation including measures against batteries;
- Inspection costs for building installations;
- Maintenance of garden and outside facilities;
- Sanitary supplies
- Cleaning costs of communal areas, elevators, windows
outside, windows communal areas,
terraces and parking spaces;
- Replacement of lighting in the communal areas;
- Vermin control;
- Telephone expenses (communal installations);
- Maintenance of fire alarm system;
- Disposal transport;
- Water/gas including standard extra charge for communal areas;
- Electricity including standard extra charge for the installations
and the lighting of communal
areas;
- Control of slitheriness;
- 5% admin costs for above mentioned deliveries and services;
- Electricity use of the Tenant will be determined by measurement;
- VAT for above mentioned supplies and services.
Bank Guarantee
6. The amount of the bank guarantee specified in Clause 12.1 of the General
Conditions is hereby established between the parties to be (euro) 100.00,00
(in words: hundred thousand euro,-).
Manager 7.1 Until the Landlord advises otherwise, the Manager shall be: Kruse &
Lampoo (070-319 80 30).
7.2 Unless agreed otherwise in writing, the Tenant should consult with the
Manager on the contents of and all other circumstances pertaining to this
Lease.
Thus agreed and signed in duplicate,
place date
place date
Amsterdam 25 April 2005
Amsterdam 25 April 2005
Playlogic International N.V.
Fortis Vastgoed B.V.
W.M. Smit
R.W.M. Smeets
Appendices:
- - the General Conditions
- - sketch of the leased commercial accommodation
- - official report on transfer
- - bank Guarantee
- - design illuminated sign
- - sketch illuminated sign
- - sketch dividing parking space
- - copy of Power of Attorney
Separate signature(s) of the Tenant(s) (each) acknowledging receipt of a copy of
the GENERAL TERMS AND CONDITIONS FOR LEASE OF OFFICE ACCOMMODATION and other
commercial accommodation within the meaning of Article 7:230A of the Civil Code,
as specified in Clause 2.
Signature(s) of Tenant(s):
Playlogic International N.V.