1
Exhibit 99.3
Conformed Copy
LEASE TERMINATION AGREEMENT
This Lease Termination Agreement made as of this 3rd day of August,
1998, by and between HIBBEN BUILDING, LTD., an Ohio limited liability company
("Landlord"), and CIAO CUCINA CORPORATION f/k/a CIAO LIMITED, INC., an Ohio
corporation, ("Tenant").
WITNESSETH:
WHEREAS, Landlord leased to Tenant by a certain "Lease for Office at
700 Walnut Building" dated April 29, 1996, hereinafter referred to as the
"Lease", the premises consisting of approximately five thousand three hundred
thirty-six (5,336) square feet, for a term of ten (10) years; and
WHEREAS, Landlord and Tenant desire to terminate said Lease prior to
its normal expiration date;
NOW, THEREFORE, in consideration of mutual promises, the parties hereto
mutually agree as follows:
l. Provided Tenant shall perform its obligations hereunder in a timely
manner, Landlord and Tenant agree that the Lease shall terminate and shall have
no further force or effect as of August 1, 1998 (the "Date of Termination").
Tenant, on behalf of itself and its officers, agents, servants, employees, and
invitees, hereby releases and forever discharges Landlord, its officers, agents,
servants, employees, successors and assigns from any and all liabilities, claims
and damages of any kind or nature which Tenant, its officers, agents, servants,
invitees and employees, and their respective successors or assigns now has or at
any time shall have against Landlord, its officers, agents, servants, employees,
successors and assigns as a result of any matter, cause or thing whatsoever
occurring on or prior to the date of this Lease Termination Agreement which
arise out of or in connection with Tenant's occupancy of the premises.
2. Tenant shall pay all base rentals, all common area maintenance
charges, all assessments due on account of increases in taxes and insurance
premiums, all utility charges and all personal property taxes up to and
including the Date of Termination, the total amount of which is agreed to be
$25,789.69. In addition, Tenant shall pay to Landlord the amount of $5,703.01 on
or before August 1, 1998, and the same amount on or before the first day of each
calendar month thereafter through April 30, 1999. Further, Tenant shall transfer
or issue to Landlord, on or before August 1, 1998, $100,000.00 worth of Ciao
Cucina Corporation common stock, such common stock to be valued based upon the
average closing price
2
over the ten (10) day period from July 22, 1998, through July 31, 1998, upon
terms and conditions satisfactory to Landlord.
3. Tenant agrees to release and surrender to Landlord the premises
described in the Lease, together with all its right and interest in all
improvements, equipment and fixtures contained therein, except for the trade
fixtures, furniture and personal property which Tenant is authorized to remove
pursuant to the Lease. Tenant shall remove all such trade fixtures, furniture
and personal property before the Date of Termination and deliver up the premises
in a broom-clean condition. In the event Tenant fails to deliver up possession
as aforesaid, Landlord shall have the right to use any necessary action to
secure possession of the premises from Tenant and Tenant shall be liable for all
damages, consequential or otherwise, suffered by Landlord and for all sums
remaining due under the Lease as a result of Tenant's failure to so deliver
possession. Tenant shall not be required to repair, nail or screw holes in
walls, or other similar items of a minor nature.
4. Tenant warrants and represents that it is the sole owner of said
trade fixtures, furniture and personal property that it shall be removing from
the premises.
5. Except as hereinabove amended, all of the terms and conditions
contained in the Lease shall remain in full force and effect up to and including
the Date of Termination.
6. This Agreement is contingent upon Landlord entering into a
satisfactory lease agreement with Hogan, Nolan & Stites, Inc., an Ohio
corporation, for the premises. If Landlord is unable to enter into such lease
agreement on or before July 31, 1998, this Agreement shall be automatically null
and void and of no further force or effect.
7. This Agreement shall be binding on the parties hereto and their
respective successors, heirs and assigns.
2
3
IN WITNESS WHEREOF, this Lease Termination Agreement has been duly
executed by Landlord and Tenant as shown hereinabove, on the 3rd day of August,
1998, as to Landlord, and on the 31st day of July, 1998, as to Tenant.
WITNESSES: Landlord:
HIBBEN BUILDING LTD.,
an Ohio limited
liability company
/s/ Joy Heekin BY: /s/ Neil Bortz
- -------------------------- -----------------------------------------
Name: Neil Bortz
---------------------------------------
Title: Partner
--------------------------------------
/s/ Janet E. Ziegler
- --------------------------
Tenant:
CIAO CUCINA CORPORATION,
an Ohio corporation
/s/ Scott P. Kadish BY: /s/ Stephen J. Kent
- -------------------------- -----------------------------------------
Name: Stephen J. Kent
----------------------------------------
Title: President
--------------------------------------
/s/ Tania H. Hugenberg
- --------------------------
STATE OF OHIO )
) SS
COUNTY OF HAMILTON )
The foregoing instrument was acknowledged before me on this 3rd day of
August, 1998, by Hibben Building, Ltd., an Ohio limited liability company, by
Neil Bortz, its Partner, acting for and on behalf of the company.
/s/ Janet E. Ziegler
--------------------------------------------
NOTARY PUBLIC
STATE OF OHIO )
) SS
COUNTY OF HAMILTON )
3
4
The foregoing instrument was acknowledged before me on this 31st day of
July, 1998, by Ciao Cucina Corporation, an Ohio corporation, by Stephen J. Kent,
its President, acting for and on behalf of the corporation.
/s/ Scott P. Kadish
--------------------------------------------
NOTARY PUBLIC
4