Attached files
Exhibit 10.34
NUMBER TEN (10). LEASE AGREEMENT AND
BOND. At the City of Guatemala, this first day of June 2016,
before me, Manuel Humberto
JUÁREZ OLIVA, notary, personally appeared:
of the
first part, MERTECH, SOCIEDAD
ANÓNIMA, represented herein by Mr. Alejandro CORONADO CASTRO, [Personal
Information Redacted]. Mr. CACERES LÓPEZ acts as CEO and legal
representative of the Company, as shown with the notarized
certificate authorized herein on October 4, 2011 by Juan Carlos
PARADA GARCÍA, Notary. Such appointment is duly registered in
the General Corporate Business Register of Guatemala under number
364417, folio 772, volume 291 of Business Assistants; hereinafter
referred to as "the Lessor";
and of
the second part, AW GUA,
LIMITADA, represented herein by its legal representative,
Mr. Julio Domingo GONZÁLEZ
ARRIVILLAGA, [Personal
Information Redacted]. He acts as CEO AND LEGAL REPRESENTATIVE of such
entity, as shown with the notarial certificate of his appointment,
authorized herein March 28, 2016 by Andres Diego Gabriel Pokus
Alvarez, Notary, registered in the General Corporate Business
Register of Guatemala under number 474246, folio 720, and volume
401 of Business Assistants; hereinafter simply referred to as "the
Lessee";
and of
the third party, Mr. Matías
Rodrigo DE TEZANOS POSSE, [Personal
Information Redacted], hereinafter referred to as "the Guarantor". All
parties hereto as a whole may be hereinafter referred to as "the
Parties".
I do
hereby CERTIFY:
A) The
representation exercised hereunder is adequate in my opinion and
under the law for the execution of this lease; and,
B) The
parties hereto declare to be of the personal identity data
established in the premises, that this is their free act and deed,
and hereby enter into the following LEASE AGREEMENT AND BOND:
ONE. Mr. Alejandro CORONADO CASTRO, as CEO and
legal representative of MERTECH,
SOCIEDAD ANÓNIMA, declares that the Company he
represents, is the owner of unit number 1101-T2, 11th floor, Tower 2,
Design Center Building, Diagonal 6, 12-42 zona 10, Guatemala City.
Moreover, Mr. Alejandro CORONADO
CASTRO hereby declares that the company he represents is
also owner of the following parking spaces: Parking space S2-137;
parking space S2-138; parking space S2-139; parking space S2-140;
parking space S2-141; all located in the second structural floor,
or basement S2 of such Building. These properties are subject to
the Horizontal Property Regime of the Building, which AW GUATEMALA,
LIMITADA, through its legal representative, claims to
know.
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TWO. Mr. Alejandro CORONADO CASTRO states that
the company he represents, MERTECH,
SOCIEDAD ANÓNIMA hereby leases to AW GUA, LIMITADA, all real property
identified in Section 1 above. The lease includes everything that
by issue of fact and law is applicable to the real property hereto.
These properties are registered in the Real Estate Record Office,
Central Zone, under the following numbers:
a)
Property 6874, folio 374, and volume 174E of Horizontal Property of
Guatemala;
b)
Property 6052, folio 52, and volume 173E of Horizontal Property of
Guatemala;
c)
Property 6053, folio 53, and volume 173E of Horizontal Property of
Guatemala;
d)
Property 6054, folio 54, and volume 173E of Horizontal Property of
Guatemala;
e)
Property 6055, folio 55, and volume 173E of Horizontal Property of
Guatemala;
f)
Property 6056, folio 56, and volume 173E of Horizontal Property of
Guatemala.
After
being forewarned by the undersigned notary, Mr. Alejandro CORONADO CASTRO hereby
expressly declares that the premises leased hereunder are free and
clear of any liens or limitations that may affect the rights of the
Lessee, beyond the condominium regime such properties are subject
to, and which the Lessee has previously known.
THREE. The lease is subject by the will
of the parties, to the provisions provided for in Section 1 hereof,
and the following:
A) TERM: The
term of the lease shall be three years, nine months, and thirty
days, compulsory for both parties, and shall commence June 1, 2016,
and shall expire March 31, 2020. Such term may be renewed,
provided, however, the parties may decide to renew it ninety days
prior to the expiration date, which shall be confirmed by an
exchange of letters. If the exchange of letters does not occur, it
shall be understood that the term has expired, and no act of the
Lessor or the Lessee shall be regarded as a manifestation of the
willingness to renew the lease. If the Lessee wishes to accelerate
the original term or its renewals, it must give notice to the
Lessor at least ninety days in advance. If the notice is not given,
the Lessee must pay the equivalent of one month's rent, as damages.
At the end of the term and its renewals, the Lessee must return the
property to the Lessor in the same conditions as received, and
clean. The parties hereto mutually agree that the Lessor shall be
granted the power to dispose of the real property referred to
above, and, therefore, may partially or totally assign the rights
arising from this lease, without prior approval by the Lessee, and
shall inform the new assignee or buyer, the conditions and scope of
this lease, to fully comply with the same.
B. RENT:
The monthly rent agreed shall be ONE THOUSAND NINE HUNDRED EIGHTY-ONE US DOLLARS
AND FIFTY-EIGHT CENTS (US$ 1,981.58), Value Added Tax (VAT)
included. Maintenance fee is not included therein, and shall be
paid by the Lessee to the Design Center Building Administration,
which as of this date is THREE HUNDRED AND EIGHTY US DOLLARS AND
EIGHTY-TWO CENTS (US$ 380.82). The parties further agree that
payment of rent shall be as follows:
I)
During the first
twelve months, payment of rent shall be the amount already
established, payable in US Dollars.
II)
Effective February
2, 2017, the rent shall be increased five percent (5%) annually,
and thereafter, every year.
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III)
The amount
established as rent is exclusively for this concept, and,
therefore, the Lessee shall not make any discount to such amount,
not to have paid any other expenses. The Lessee shall pay all
utilities purchased for use in the leased premises; therefore, the
Lessor shall not in any way be held responsible for such payments.
On the other hand, the Lessor shall be fully responsible for the
payment of any extraordinary fees that may be charged by the
Administration of the Design Center Building, so that at no time
can the full use of the leased property by the Lessee be at
risk.
IV)
The rent must be
paid promptly within the first five (5) days of each calendar
month, or next business day, without collection or request, at the
place indicated by the Lessor, unless a different payment procedure
is mutually agreed, such as a deposit made to the bank account the
Lessor.
V)
The delay in the
payment of the rent will generate the payment of interest arrears
of two percent per month on the amount owed, which must be made
together with the payment of the outstanding rent.
C) USE: The
unit shall be used as office by the Lessee, and Lessee shall not
change its use, nor misrepresent it in such a way as to violate the
use of said property according to the regime of condominium to
which it is subject.
D) UTILITIES:
The Lessee shall be the sole responsible for the utilities
purchased for its use in the management of the leased property and
shall hold the Lessee harmless of any claim or action that may
arise in connection with the collection thereof.
E) CONDITION OF THE
PROPERTY: The property is delivered to the Lessee in good
working conditions according to its use. The Lessee shall return
such property to the Lessor in the same conditions, including
inventory of furniture and equipment which is already known by the
parties.
F) PROHIBITIONS:
The Lessee shall not, besides from changing the use of the
premises, as established above, maintain in the leased premises any
prohibited, explosive, corrosive or salty materials, or any other
that may cause damage to the premises; and, generally, violate the
rules of coexistence applicable to such premises under the
condominium regime.
G. REPAIRS, CHANGES OR
IMPROVEMENTS: The Lessee shall bear the cost of repairs to
real property arising from deterioration not caused by wear and
tear, provided that such deterioration is produced under its
responsibility, which shall be verified.
H. ENTRY TO THE
PROPERTY BY THE LESSOR: It is agreed that the Lessee shall
allow the entry to the leased premises to the Lessor, when
necessary, only if justified.
I. GUARANTOR:
Mr. Matías Rodrigo DE TEZANOS
POSSE hereby becomes guarantor of the Lessee for each and
every one of the obligations included herein, and those established
under the law, jointly and severally, during the term of this lease
and its renewals, until the actual return of the
property.
J. AUTHORIZATION TO
SUB-LEASE AND ASSIGN: The Parties agree that the Lessee is
expressly authorized to sub-lease partially or totally the leased
premises, as well as to assign in any way the rights derived
herefrom, provided that the intention of such acts is informed to
the Lessor, and Lessor, except legitimate objection for clearly
justified reasons, must give its consent and appear stating its
approval in any public instruments that are necessary to execute
the sublease or assignment of rights and its registration in the
Real Estate Record Office, Central Zone.
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FOUR. The Lessee has paid Lessor
FOUR THOUSAND FIVE HUNDRED US
DOLLARS (US$ 4,500.00) as security deposit, to be used to
pay any outstanding sums for repair of any damage caused to the
leased premises, wear and tear excluded. If this amount is not
enough to pay the repairs established herein, the balance shall be
paid by the Lessee. On the other hand, if there were no outstanding
expenses and no damage has been caused, the Lessor will return this
amount to the Lessee. The settlement of this security deposit and
repayment of the amount shall be made no later than thirty days
after the property has been vacated and delivered to the
Lessor.
FIVE. DEFAULT:
Failure to pay one or more rents as well as breach of the
obligations agreed upon and derived from this lease shall entitle
the Lessor to terminate this lease and request the immediate
vacancy of the real property.
SIX. The Parties hereto declare that
they waive their jurisdiction and submit to the courts of competent
jurisdiction of the State of Guatemala, and give the following
address for services of notices:
I)
For Lessee and
Guarantor:
The
address of the leased premises
II)
For
Lessor:
16
calle 9-23 zona 14
Guatemala City,
Guatemala
And any
communication, subpoena or summons served at such addresses shall
be regarded as correct, unless they give written notice to the
Lessor of any change.
SEVEN. EXPRESS CONCLUSIVE
DECISIONS: Lessor shall terminate this lease and require its
immediate vacancy upon the breach of any of the obligations by the
Lessee, particularly the non-payment of a single rent, as
agreed.
EIGHT. DOCUMENT ON WHICH
DIRECT ENFORCEMENT CAN BE OBTAINED: The Parties agree that
all outstanding debts that are not paid out of court shall be
charged by summary proceedings for collection, accepting as good
and accurate any accounts submitted, and the respective obligations
as due and payable.
NINE. In the above terms, the parties
hereto accept the content hereof. I, a Notary, do hereby
CERTIFY: a) All the above;
b) having seen the personal ID's of the parties hereto; c) that I
have seen the appointments
exercised by the agents of the parties hereto, which are adequate
under the law and in my opinion for the execution hereof; d) that I
have seen the instrument establishing the ownership of the leased
real property, consisting of a certified copy of public instrument
number 81, authorized at the City of Guatemala, the 30th day of October 2015
by Franz CASTELLANOS VÁSQUEZ, Notary; e) I have forewarned the
parties hereto of the object, validity and legal effects of this
lease agreement; and, f) by appointment and after due reading of
the whole to the parties hereto, and duly informed of its content,
object, validity and other legal effects and obligation of
registration, have hereunto accepted, ratified and set their
hands.
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By: /s/Alejandro Coronado
Castro
Alejandro Coronado
Castro
By: /s/Julio Domingo Gonzalez
Arrivillaga
Julio
Domingo Gonzalez Arrivillaga
By: /s/Matías Rodrigo de Tezanos
Posse
Matías Rodrigo
de Tezanos Posse
(NOTARY
SEAL)
By: /s/Manuel Humberto Juarez
Oliva
Manuel
Humberto Juarez
Oliva
Attorney at Law and
Notary
THIS IS A CERTIFIED COPY of public instrument number
TEN (10), authorized at the
City of Guatemala by the undersigned Notary on June 1, 2016, which
is four pages long of a photocopy paper, which are a true copy of
the original, which I do hereby certify as were developed today
before me; and this last page to which one-Q.0.50-quetzal revenue
stamp has been affixed, bearing number 1264739. This document is
not subject to any other tax, as the Value-Added Tax shall be paid
by monthly invoices of the lease agreement, which to be delivered
to AW GUA, LIMITADA, I have
hereunto numbered, issued, and set my hand and seal at the City of
Guatemala, this 10th day of June 2016.
WITNESS MY HAND.
(NOTARY
SEAL)
By: /s/Manuel Humberto Juarez
Oliva
Manuel
Humberto Juarez
Oliva
Attorney
at Law and Notary
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REAL ESTATE RECORD OFFICE
Guatemala, Central America
EXPLANATION
Verifying Code: 6F22B54822J22860
The registrations made, word by word, read as follows:
Registration number 16S100315674
Filed
June 22, 2016 at 14:08:32 hours. Document number and electronic
copy: 16R108142377. The registration of the properties intended to
be leased is hereby suspended, as currently they have a mortgage
with a bank; for this reason, the consent of such bank is necessary
to register this lease. Article 1128 and 836 of the Civil Code.
Fees Q25.00. Done in Guatemala, June 24, 2016.
Clerk
I03 Carlos PÉREZ.
(REAL
ESTATE RECORD OFFICE SEAL)
By:
/s/Orlando
Alya
Assistant
Inspector - Real Estate Record Office
End of
registry entries
Total
fees: Q.25.00. Explanation recorded in one (1) page. Guatemala
City, June 27, 2016.
This
registration does not validate any void acts or agreements
according to the laws. Article 1146, decree law 106 Civil
Code.
(REAL
ESTATE RECORD OFFICE SEAL)
By:
/s/Orlando
Alya
Assistant
Inspector - Real Estate Record Office
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