Exhibit 10.5
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT ("Agreement"), effective the 4th day of September,
2002, by and between Life Settlements Service Corp., a Florida Foreign
corporation ("Life Settlements"), and Amerifirst Capital Corp., a Delaware
corporation ("SUBLESSEE").
WITNESSETH:
WHEREAS, Veranda I Partners, Ltd., a Florida limited partnership ("Veranda
I"), as Lessor and Life Settlements, as Prime Sublessee have entered into that
certain SubLease Agreement dated June 1, 2002 ("Prime SubLease"), a complete and
correct copy of which is attached hereto as Exhibit "A", for the premises
described therein and located at 814 North Highway Al-A, Suite 307, Ponte Vedra
Beach, Florida 32082 ("Premises"); and
WHEREAS, Life Settlements desires to subLease space designated as Suite
307, which consists of approximately 7,349 s.f. to SUBLESSEE ("Subleased
Premises") and
WHEREAS, in order to obtain Veranda I's consent to this subletting to
SUBLESSEE of the SubLeased Premises, Veranda I has required that this Agreement
be entered into to set forth the relative obligations of SUBLESSEE and Life
Settlements and to ensure that SUBLESSEE's rights under this SubLease are
subordinate and inferior to the rights of Life Settlements under the Prime
SubLease.
NOW, THEREFORE, in consideration of the foregoing and in consideration for
obtaining Veranda I's consent to this SubLease between Life Settlements and
SUBLESSEE, and for other good and valuable considerations, the receipt and legal
sufficiency of which are hereby acknowledged, Life Settlements and SUBLESSEE do
hereby agree as follows:
1. This SubLease is expressly made subject to and inferior to the Prime
SubLease, and SUBLESSEE's rights shall under no circumstances be
greater than those rights granted to Life Settlements as tenant
under the Prime SubLease. Notwithstanding the foregoing, SUBLESSEE
shall comply with all of the terms of the Prime SubLease that are to
be observed or performed by Life Settlements as tenant under the
Prime SubLease, as such terms apply to the SubLeased Premises. In no
event shall SUBLESSEE have the right to exercise any renewal options
under the Prime SubLease or to terminate the Prime SubLease.
2. The term of this SubLease shall be for a period of 18 months,
commencing on September 4, 2002 and terminating on February 28,
2004. Should this SubLease terminate or expire prior to the
expiration of the Prime SubLease, Life Settlements shall continue to
perform all of its obligations under the Prime SubLease with respect
to the Premises including, without limitation, the SubLeased
Premises.
3. SUBLESSEE shall pay directly to Veranda I on or before the due date
the lease amount stated in Exhibit "B" attached hereto. All other
sums due under the Prime
SubLease for late payments or returned checks and any additional
charges incurred for the SubLeased Premises resulting from
SUBLESSEE's failure to make timely lease payments shall be paid for
by SUBLESSEE directly to Veranda I.
4. SUBLESSEE shall not, by any act or omission, cause Life Settlements
to be in violation of or in default under the Prime SubLease. Should
SUBLESSEE cause Life Settlements to be in default under the Prime
SubLease and such default is not cured by SUBLESSEE within the cure
period. if any, stated in the Prime SubLease, Life Settlements must
cure said default with Veranda I on behalf of SUBLESSEE. Life
Settlements may then, at their option, exercise all remedies against
any said default caused by SUBLESSEE available to them at law or in
equity including, without limitation, the institution of legal
proceedings as provided in Paragraph 20 of the Prime Lease to the
Prime SubLease.
5. SUBLESSEE hereby agrees to hold Life Settlements harmless from
liability under the Prime SubLease as provided in Paragraph 8 of the
PrimeLease to the Prime SubLease as if Life Settlements were the
original landlord under the Prime SubLease.
6. SUBLESSEE shall maintain all insurance policies required of Life
Settlements under the Prime SubLease for its SubLeased Premises.
7. Should Life Settlements default on the Prime SubLease, SUBLESSEE
shall continue to be bound by the SubLease and shall continue to
comply with all of the provisions and obligations of the Prime
SubLease in relation to said SubLeased Premises as if SUBLESSEE were
the original Lessee in the Prime SubLease until the termination date
of this SubLease as stated above in Paragraph 2.
8. Nothing contained herein shall be construed to amend Paragraph 11 of
the Prime Lease to the Prime SubLease and Paragraph 11 shall
continue to be applicable to the Prime SubLease and SubLease after
the execution hereof. Further, SUBLESSEE shall have no right to
assign this SubLease or to sublet the SubLeased Premises.
9. All notices regarding this SubLease shall be in writing to the
address of record of Life Settlements, SUBLESSEE and Veranda I as
shown below and shall be given by depositing the same in the United
States mail, postpaid and certified and addressed to the party to be
notified, with return receipt requested. All such notices to Veranda
I shall be delivered in duplicate to the designated party stated
below.
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Lessor Sublessee
Veranda I Partners, Ltd Amerifirst Capital Corp.
818 A1A North, Suite 300 814 AlA North, Suite 307
Ponte Vedra Beach, FL 32082 Ponte Vedra Beach, FL 32082
Attn: Dawn Solfa
Veranda notices in duplicate to: Life Settlements Service Corp.
Veranda I Partners, Ltd. c/o Chris White
814 AlA North, Suite 300 814 N Highway AlA
Ponte Vedra Beach, FL 32082 Suite 305
Attn: Tom Brownfield Ponte Vedra Beach, FL 32082
This Agreement is executed by LIFE SETTLEMENTS, SUBLESSEE and Veranda I as of
the date first stated above.
Witnesses as to Life Settlements: Life Settlements Service Corp.
A Florida Foreign Corporation
_________________________________
_________________________________ By: /s/ Randy Stelk
(Printed Name) ---------------------------
Its: President
---------------------------
_________________________________
_________________________________
(Printed Name)
Witnesses as to Sublessee: SUBLESSEE:
Amerifirst Capital Corp.
_________________________________ A Delaware Corporation
_________________________________ By: /s/ John Tooke
(Printed Name) ---------------------------
Its: President
---------------------------
_________________________________
_________________________________
(Printed Name)
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Witnesses as to Lessor: LESSOR:
Veranda I Partners, LLC, a Florida
_________________________________ Limited Liability Corporation
_________________________________ By: /s/ Donis P. Horne
(Printed Name) ---------------------------
Its: President of Veranda I Partners,
_________________________________ LLC
A Florida Limited Liability Company
_________________________________ The Sole General Partner
(Printed Name)
State of ______________
County of _____________
The foregoing Lease was acknowledged and sworn to before me this ___ day of
_____________, 2002, by __________________, (name and title of officer) of
______________________. He/she is personally known to me or has produced
________________________ as identification and did/did not take an oath.
_____________________________
Notary Public
_____________________________
Print Name
_____________________________
Commission Number
_____________________________
My Commission Expires
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