SUBLEASE

THIS SUBLEASE (the "Sublease") is made and entered into as of the day of March, 2011 by and among Carlson Wagonlit Travel, Inc., a Delaware corporation("Sub lessor"), and BioPower Operations Corporation, a Nevada corporation ("Sub lessee").

WHEREAS, Sub lessor is the tenant of that certain premises consisting of approximately 2,000 square feet known as Suite 200 in Radice lll ( the "Building") located at I 000 Corporate Drive, Fort Lauderdale, FL 33334 (the "Leased Premises") pursuant to a certain lease agreement dated April I 0, 2008, and modified by a First Amendment to Lease dated October 7, 2009 (collectively, the "Master Lease"), with Radice Ill, LLC, a Florida limited liability corporation (the "Landlord"); and

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.       SU BLEASE. Sub lessor subleases and demises to Sub lessee, and Sub lessee hereby hires and subleases from Sub lessor, the Leased Premises upon and subject to the terms, covenants and conditions hereof.

 

2.       TER M. The term of this Sublease (the "Term") shall commence no later than April 1, 2011 provided that Sub lessor has received written notice that Landlord has given its written consent to this Sublease, as set forth in Section 23 of this Sublease, and shall expire on May 31, 20 1 3.

 

3.       USE. Sub lessee agrees to use the Leased Premises for general office purposes only and for no other purpose.

 

4.       GROSS RENT. Sub lessee agrees to pay to Sub lessor as rent for the Leased Premises, in good funds, in equal monthly installments of Three Thousand Si x Hundred Sixty six and .66 Dollars ($3,666.66), plus applicable Florid a sales lax, commencing Jul y 1 , 2011 through May 31, 201 3 ("G ross Rent").

8.       COMPLIANCE WITH MASTER LE/\SE. Sub lessee acknowledges and agrees that this Sublease is subject and subordinate to the Master Lease and subsequent Master Lease modifications that are al so agreed to in writing by Sub lessee during the term of this Sublease. Sub lessor represents and warrants to Sub lessee that a true and complete copy of the Master Lease is attached hereto as Exhibit A. Except to the extent the Master Lease is inconsistent with or contradicts the terms of this Sublease, Sub lessee hereby agrees as to the Leased Premises only to be bound by and to assume and perform in all respects the terms and covenant of the Master Lease applicable to Sub lessor (except as expressly provided herein, Sub lessee shall have no obligation hereunder to make any payments of rent or other charges to Landlord) and all such provisions are hereby incorporated as additional terms and covenants of this Sub l ease as if they were recited herein. In each case, except when in conflict vet t h is Sublease, Sub lessee shall have all of the rights, benefits, duties and obligations of Sub lessor under the Master Lease with respect to the Leased Premises on l y, and Sub l lessor shall have all of the rights, privileges, obligations and remedies of Landlord under the Master Lease. Sub lessor shall have the continuing obligation to pay all rent due and to perform i its other obligations under the Master Lease on a timely basis. If either Sub lessor or Su blesse receives any notice or demand from Landlord, the recipient shall promptly deliver a copy there or to the other party hereto in accordance with Sect ion 1 7 of this Sublease. If Sub lessor fail s to pay any Gross Rent due under the Master Lease or fail s to perform any other obligation required under the Master Lease, Sub lessee may (but shall not be obligated to) pay such Gross Rent to Landlord or perform such obligation. If Sub lessor fails to reimburse Sub lessee for the Gross Rent so pa i d or for the costs of such performance within ten (10) days after notice from Sub lessee, Sub lessee may set-off such amounts against Gross Rent next coming due hereunder.

9.       JNDEMNIFTCATJON. Su blesse shall indemnity and d e fend Sub lessor and Landlord against and hold Sub lessor and Land lord harmless from all claims, damages, costs, demands, liabilities and expenses (including reasonable attorneys' fees) in respect to the non-­ performance or non-observance of any of Sub lessee’s obligations under this Sublease, including Sub lessee’s obligations regard in g the Master Lease. Sub lessor shall indemnify and defend Sub lessee and Landlord against and hold Sub lessee and Landlord harmless from al l claims, damages, costs, demands, liabilities and expenses (including reasonable attorneys' fees) in respect to the non-performance or non-observance of any of Sub lessor’s obligations under this Sublease and the Master Lease.

10.     INSURANCE. At Sub lessee’s sole cost and expense, Sub lessee shall maintain, as to the Leased Premises, at all times during the Term, the same insurance that is required of the Sub lessor under the Master Lease.

11.     ASSIGNMENT AND SUBLEASE. Sub lessee shall not assign, pledge or Encumber this Sub-lease or sub-lease the Leased Premises, or any part thereof, without the prior written consent of Sub lessor and Landlord. Sub lessor shall not unreasonably withhold or delay such consent. No consent shall be required for a sub-sublease to a company affiliated with Sublesse as long as: (a) the character, use and reputation of such affiliate is, in Sub lessor’s discretion, consistent with the quality of the Leased Premises; and (b) such affiliate's net worth is, in S lessor’s discretion , roughly equivalent to that of Sub l lessee a t the time of the sub­-sublease. If consent is given by Sub lessor to the assignment, pledge or encumbrance of this Sublease or the sublease of the Leased Premises, or any part thereof: Sub lessor shall not be barred from subsequently refusing to consent to any further assignment, pledge, encumbrance or sub-sublease. Any attempt to sell , assign, pledge encumber or sub l et without the consent of Sub lessor and Landlord shall be null and void. The consent by Sub lessor to any sub-lease or assignment by Sub lessee shall not relieve or release Sub lessee from any of its duties under this Sublease, whether past, present or futme.

13.    CONDITION OF LEASED PREMISES. Sub lessee agrees that it has inspected the Leased Premises and agrees to accept the Leased Premises in its "as i s," broom-clean Condition, containing only items listed on the furniture inventory list (arid as Ex hi bi t B), on the commencement elate of the Term. Sub lessee acknowledges t h at no representations or warranties with respect to the condition of the Lensed Premises have been made by or on behalf of Sub lessor, and that Sub lessor will perform no work to prepare the Leased Premises for Sub lessee’s occupancy, except to steam clean all carpet throughout the Leased Premises. Any work required by Su blesse to prepare the Leased Premises for its occupancy or any future alterations shall be at the sole cost and expense of Sub lessee, and shall be subject to all of the conditions set forth in the Master Lease, and additionally shall require and be subject to Sub lessor’s and Landlord 's prior written consent. Sub lessee may arrange for and install telephone, internet, cable/TV and mount the same as desired provided that the premises are restored to its original condition upon termination of the Sublease.

14.    SECURITY DEPOSIT. 1\s security for the performance of its obligations under this Sublease, Sub lessee shall pay to Sub lessor concurrently with Sub lessee’s execution of this Sublease, a cash security deposit ( the "Security De posit") in an amount equal to Three (3) months of Gross Rent or $11 ,000.00, plus applicable Florida sales tax . The Security Deposit may be applied by Sub lessor to cure any default of Sub lessee under this Sublease which Sub lessee has failed to cure after written notice and passage of an y period of time all owed under Sect i on 12 above for cu ring defaults, and within fifteen (1 5) days after notice by Sub lessor of such application, Sub lessee shall replenish the Security Deposit to its then required full amount by paying to Sub lessor the amount so applied. Within thirty (30) days after the expiration elate of the ·term, Sub lessor shall return to Sub lessee the balance, i if any, of the Security Deposit. The Security Deposit shall not be considered an advance payment of Rent or a measure of damages for any default by Sub lessee under this Sublease, nor shall it be a bar or defense to any action which Sub lessor at any time commences against Sub lessee. Notwithstanding the above, should Sub lessee be in compliance with all terms of this Sublease the parties agree that the applicable portion of the last two months’ rent may be paid as an allocation from the Security Deposit.

15.     ATTORNEY’S FEES. In the event of any litigation between Sub lessee and Sub lessor to enforce any provision of this Sublease or any right of either party thereto, the prevailing party in such litigation shall be entitled to receive from the other party, either as direct Payment or as an award under any judgment, all cost and expenses, including reasonable attorney's fees, incurred in negotiation, at trial, or on appeal. Moreover, i f either party hereto without fault is made a party to any litigation instituted by or against any other party to this Sublease, such other party shall indemnify Sub lessor or Sub lessee as the case may be, against and save harmless from all costs and expenses, including reasonable attorney's fees, incurred in connection therewith.

Any notice given as aforesaid shall be deemed given and delivered ( i ) when received, in the case of personal delivery, (ii) when delivered or when delivery is refused, as the case may be, i n the case of delivery by ce1tified mail, or (i ii) when delivered in the case or delivery by overnight courier serv10cue.

18.     BINDING EFFECT. This Sublease shall be binding upon and inure to the benefit of Sub lessor and Sub lessor’s successors and assigns. This Sublease shall be binding upon Sub lessee and Sub lessee’s successors and assigns and shall inure to the benefit of Sub lessee and Sub lessee’s permitted assigns.

19.     ENTIRE AGREEMENT. This Sublease sets forth all the covenants, promises, assurances, agreements, representations, conditions, warranties, statements and understandings between Sub lessor and Sub lessee concerning the Leased Premises and the Building. This Sublease supersedes and revokes all previous negotiations, arrangements, letters of intent, offers to sublease, sublease proposals, representations and information conveyed between the parties or their respective representatives or any other person purporting to represent Sub lessor or Sub lessee. No subsequent alteration, amendment, change or addition to this Sublease shall be binding upon Sub lessor or Sub lessee unless in writing signed by both parties.

20.     NO WAIVER. No provision of this Sublease shall be deemed to have been waived by either party unless such waiver is in writing signed by the party against whom the waiver is to be asserted or en forced.

21.     SEVERABILITY. If an y clause, phrase, provision or portion of this Sublease or the application of same to an y person or circumstances shall be invalid or unenforceable under applicable law, such event shall not attic, impair or render invalid or unenforceable the remainder of this Sublease, nor any other clause, phrase, provision or portion of this Su lease, nor shall it affect the application of any clause, phrase, provision or portion of this Sublease to other persons or circumstances.

22.     NO CONSTRUCTION AGAINST PREPARE R OF SUl3LEASE. This Sublease has been prepared by Sub lessor and reviewed by Sub lessee. Sub lessor and Sub lessee and their separate advisors believe that this Sublease is the product of all of their efforts, that i t expresses their agreement and that it should not be interpreted in favor of either Sub lessor or Sub lessee or against either Sub lessor or Sub lessee merely because of their efforts i n preparing il.

23.     CONSENT OF LANDLORD. This Sublease is expressly subject to and conditioned upon the consent of Landlord hereto, which Sub lessor shall use its best commercial efforts to obtain. Sub lessor shall give Sub lessee prompts notice as to whether Landlord has given its consent to this Sublease.

24.     QUIET ENJOYMENT. If and so long as S blesse pays all G ross Rent due hereunder and performs each and every term and condition on its part to be kept a and performed, Sub lessee shall quietly enjoy the Leased Premises without hindrance by Sub lessor, Landlord and any person succeeding to the rights of Sub lessor or Landlord, subject to the terms of' the is Sublease. Sub lessor covenants and agrees to not enter into or otherwise agree to any amendment or modification of the Master Lease that would materially reduce or restrict the right s granted to Sub lessee to use and enjoy the Leased Premises under this Sublease, or that would cause Sub lessee’s costs associated with the Leased Premises or this Sublease to increase in a n y material way.

25.     COUNTERPARTS. This Sublease may be executed i n multiple counter parts which, when taken together, shall be deemed to constitute one and the same instrument.

26.     SIGNAGE. Sub lessor shall not be required to provide any signage for Sub lessee. However, the Sub lessee shall be entitled to a company door sign and may obtain from the Landlord a suite sign and a directory sign at Sub lessee’s sole cost and expense.

27.     FURN ITURE. Sub lessee shall have the right to use at no charge, the furniture and fixtures in or serving the Leased Premises during the Term of this Sublease. An inventory of such furniture and fixtures is contained in Exhibit B attached hereto. Sub lessee shall ret urn such furniture and fixtures to Sub lessor in good condition, normal wear and tear and damage resulting From circumstances beyond Su lessees reasonable control accepted, at the end of its occupancy of tl1e Leased Premises.

28.     NO OPTIONS. No options, renewal s, expansion options, Rights of First Offer or other rights specific to Sub lessor in the Master Lease are available to Sub lessee.

29.     RESTORATJON. Sub lessee shall, prior to the expiration or sooner termination of this Sublease, restore the Leased Premises to the condition that the Leased Premises were i n the commencement of the Term, reasonable wear and tear accepted. Sub lessee shall remove all of its trade fixtures and equipment prior to the expiration or sooner termination or the Term hereof and shall repair all damage caused by such removal.

RADICE Ill, LLC, a Florida Limited Liability corporation ("Landlord") executed a lease ("Lease") with CARLSON WAGONLIT TRAVEL, INC., a Delaware corporation ("Tenant") dated April 10, 2008 for the premises located at 1000 Corporate Drive, Suite 200, Fort Lauderdale, FL 33334. Tenant now desires to sublease part of the premises to BIOPOWER OPERATIONS CORPORATION, a Nevada corporation ("Subtenant") and Tenant seeks to obtain Landlord's consent to the sublease, a copy of which Sublease is attached hereto ("Sublease") (but not including the copy of the Lease attached to the executed Sublease), marked Exhibit "A" and by this reference made a part hereof.

 

Nothing in the Sublease shall supersede any of the terms, covenants or conditions of the Lease; in the event of any conflict between the Lease and the Sublease, the Lease shall control, and nothing herein shall be deemed a waiver of any of the terms of the Lease;

 

(b)

Landlord by executing this document agrees that until a default shall occur in the performance of Tenant's obligations under the Lease, the Tenant may receive, collect and enjoy the rents accruing under this Sublease, except to the extent Landlord is entitled to a portion thereof under the terms of the Lease. However, if Tenant shall default in the performance of its obligations to Landlord then Landlord may, at its option, receive and collect, directly from Subtenant, all rent owing and to Be owed under the Sublease. Landlord shall not, by reason of this assignment of the Sublease nor by reason of the collection of the rents from the Sublease, be deemed liable to Subtenant for any failure of t11e Tenant to perform and comply With any obligations of Tenant under the Sublease.

 

(c)

Tenant hereby irrevocably authorizes and directs Subtenant, upon receipt of any written notice from the Landlord stating that a default exists in the performance of Tenant's obligations under the Lease, to pay to Landlord the rents due and to Become due under the Sublease. Tenant agrees that Subtenant shall have the right to rely upon any such statement and request from Landlord, and that Subtenant shall pay such rents to Landlord without any obligation or rights to inquire as to whether such default exists and notwithstanding any notice from or claim from Tenant to the contrary and Tenant shall have no right or claim against Subtenant for any such rents so paid by Subtenant.

 

Or to such other person at such other address designated by notice sent to Tenant. Notices delivered by overnight courier or sent by facsimile shall be deemed given upon receipt. Mailed notices shall be sent by United States Certified or Registered Mail, postage prepaid. Such notice shall be deemed to have been given two (2) days after posting in the United States mail.