AIRCR Standard Sublease Multi-Tenant, dated February 9, 2018, by and between Wunderlich Securites, Inc., as Sublessor, and Monetiva Inc, and Pierre Sawaya as Sublessee
ADDENDUM TO AIR CRE STANDARD SUBLEASE (MULTI-TENANT)
This Addendum (“Addendum”) is made and entered into by and between Sublessor and Sublessee, and is dated as of the date set forth on Paragraph 1.1 of the Standard Sublease (Multi-Tenant) (“Sublease”) between Wunderlich Securities, Inc., as Sublessor, and Monetiva, Inc., Endless Global, Inc., and Pierre A. Sawaya, an individual, collectively, as Sublessee, to which this Addendum is attached and made a part. The promises, covenants, agreements and declarations made and set forth herein are intended to and shall have the same force and effect as if set forth at length in the body of the Sublease. To the extent that the provisions of this Addendum are inconsistent with the terms and conditions of the Sublease, the terms and conditions of this Addendum shall control. The Sublease shall consist of the Sublease and this Addendum. Any capitalized terms used in this Addendum without definition shall have the meanings assigned thereto in the Sublease.
17. The following provisions of the Master Lease shall not be applicable as between Sublessor and Sublessee, and are not incorporated into the Sublease: Sections 6, 9, 10 and 12 of the Basic Lease Provisions, Sections 2.3 and 3.3 of the Master Lease, Paragraph 1 of Exhibit G (Additional Provisions), and Exhibit X (Work Letter).
18. Notwithstanding anything in the Sublease which may be construed to the contrary, the following obligations shall remain the obligations of the Master Lessor under the Master Lease (and Sublessor shall have no liability therefor), and for such purposes, notwithstanding Section 6.3 of the Sublease, the term “Lessor” shall mean Master Lessor, not Sublessor: Sections 5.1, 5.2, 6.1, 6.2, 6.3 and the first sentence of Section 7.2 of the Master Lease, Exhibit B (Operating Expenses and Taxes), and Exhibit C (Utilities and Services).
19. Any references in the Master Lease to “Lessor” in those provisions of the Master Lease dealing with (i) notice to, or the consent of, the “Lessor”, (ii) the “Lessee’s” obligation to name the “Lessor” as an additional insured, and (iii) a limitation on “Lessor’s” liability, shall be deemed to refer to both Master Lessor and Sublessor.
20. The provisions of the Master Lease concerning any waiver(s) of claims by, and/or indemnification obligations of, “Lessee” under the Master Lease shall benefit Maser Lessor as well as Sublessor.
21. With respect to any obligation of Sublessee to be performed under this Sublease (including, without limitation, curing any defaults), whenever the Master Lease grants to Sublessor, as tenant under the Master Lease, a specified number of days to perform its corresponding obligations under the Master Lease, except as otherwise provided herein, Sublessee shall have five (5) fewer days to perform non-monetary obligations and two (2) business days fewer to perform monetary obligations (except for Sublessee’s payment of monthly Base Rent and the Operating Expenses, which shall continue to he due on the first (1st) day of each month).
22. Sublessee recognizes that Sublessor is not in a position to render any of the services or to perform any of the obligations required by Sublessor by the terms of this Sublease where such services or obligations are required to be performed by Master Lessor, as landlord, under the Master Lease. Therefore, notwithstanding anything in this Sublease to the contrary, Sublessee agrees that Sublessor shall have no liability of any nature whatsoever to Sublessee as a consequence of Master Lessor’s failure or delay in performing its obligations under the Master Lease. Sublessee’s obligations under the Sublease (including, without limitation, the obligation of Sublessee to pay all Rent) shall not be impaired nor shall the performance thereof be excused because of any failure or delay by Master Lessor in performing its obligations under the Master Lease unless (i) such failure or delay results from Sublessor’s default under the Master Lease and said default is not due to a default of Sublessee under this Sublease, or (ii) such failure or delay results from Sublessor’s willful misconduct. Under no circumstances shall Sublessee have the right to require performance by Sublessor of Master Lessor’s obligations. In the event of the termination of Sublessor’s interest as lessee under the Master Lease for any reason, then this Sublease shall terminate concurrently therewith without any liability of Sublessor to Sublessee.
23. If Master Lessor shall be in default of any of its obligations under the Master Lease (and said default is not due to a default of Sublessee under this Sublease), Sublessee shall be entitled to participate with Sublessor in the enforcement of Sublessor’s rights against Master Lessor (and in any recovery or relief obtained), but Sublessor shall have no obligation to bring any action or proceeding or to take any steps to enforce Sublessor’s rights against Master Lessor. Any steps, actions, or proceedings so instituted by Sublessor shall be at the expense of Sublessee. Sublessee shall, by written notice to Sublessor, specify any such alleged default by Master Lessor, and Sublessor may, but shall not be obligated to, after such notice elect to (i) at Sublessee’s cost, take action for the enforcement of Sublessor’s rights against Master Lessor with respect to such default, or (ii) cure any such default to the extent permitted pursuant to the provisions of the Master Lease. If Sublessor does not elect to do either of the foregoing, Sublessee shall have the right to take enforcement action against Master Lessor at Sublessee’s sole cost and in its own name and, for that purpose and only to such extent, all of the rights of Sublessor to enforce the obligations of Master Lessor under the Master Lease are hereby conferred upon and are conditionally assigned to Sublessee and Sublessee hereby is subrogated to such rights (including the benefit of any recovery or relief). Notwithstanding the provisions of the immediately preceding sentence, in no event shall Sublessee be entitled to take such action in its own name if (i) such action would constitute a default under the Master Lease or (ii) there is a disagreement between Sublessor and Sublessee as to whether or not Master Lessor has so defaulted. Sublessee shall indemnify and hold Sublessor harmless from and against all loss, cost, liability, claims, damages and expenses (including without limitation reasonable attorneys’ fees), penalties and fines incurred in connection with or arising from the taking of any such action by Sublessee.
24. In the event of a breach of this Sublease by Sublessee that may cause a default under the Master Lease, Sublessor may, in addition to all other remedies and rights available to Sublessor at law or in equity or under this Sublease, at Sublessee’s expense and after notice to Sublessee, take such action as may reasonably be required to prevent such matter from maturing into a default under the Master Lease, and Sublessee shall pay such expenses so incurred by Sublessor within ten (10) days after written demand from Sublessor.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the reference date of the Sublease.
|Wunderlich Securities, Inc.|
|By:||/s/ Mike McCoy|
|Printed name:||Mike McCoy|
|By:||/s/ Pierre A. Sawaya|
|Printed name:||Pierre A. Sawaya|
|Endless Global, Inc.|
|By:||/s/ Pierre Sawaya|
|Printed name:||Pierre Sawaya|
|/s/ Pierre A. Awaya|
|Pierre A. Awaya|