Attached files
Exhibit 10.1
This Agreement, dated as of September 8, 2011, by and among Prestige Prime
Office Limited ("Prestige"), a Hong Kong Corporation, ASPI, Inc., a Delaware
corporation, and Huge Earn Investments Limited ("Huge Earn"), a BVI Corporation
and Mr CHOY, Po Shu Michael ("Michael"), an individual.
WHEREAS:
Prestige is a Hong Kong Corporation and is 100% owned by ASPI, Inc. which is a
Delaware, USA corporation. Exhibit A contains the Certificate of Incorporation.
Huge Earn Investments Limited is a British Virgin Islands Corporation and is
100% owned by Mr CHOY, Po Shu Michael. Exhibit B contains the Certificate of
Incorporation and the Certificate of Incumbency.
Mr CHOY, Po Shu Michael, holder of Hong Kong Identity Card no. D301547(6), who
is the sole Shareholder and Director of Huge Earn Investments Limited. Exhibit C
is the copy of his Hong Kong Identity Card.
ALL parties want, on October 1st, 2011, will transfer the operation of the
leasehold BUSINESS CENTRE on 10th Floor from Huge Earn to Prestige, which
include decoration, fixtures and fittings, equipments and tenancy agreements
with serviced office clients and virtual office clients. It is a requirement
hereof that the Landlord will arrange a new lease agreement with Prestige for 3
years starting from October 1st, 2011 to September 30th, 2014.
NOW, ALL parties do hereby agree as follows:
On 1st October 2011, Prestige will take over from Huge Earn Investments Limited
the operation of the leasehold business centre situated at Room 1006-1007, 10/F,
Tower 2, Silvercord, 30 Canton Road, Tsimshatsui, Hong Kong. Prestige will enter
a new Lease with the Landlord for 3 years, Exhibit D is the Lease Agreement.
The Considerations, to be payable to Mr CHOY, Po Shu Michael, agreed by Huge
Earn, at:
1. 25,000,000 common shares of ASPI, Inc.(with restricted and
unregistered)
2. Promissory note of USD450,000.00 (subject to a credit for the security
deposits paid by the Tenants held by Huge Earn) from Prestige, due
upon SIX months' notice without interest
The Company Resolution is attached as per Exhibit E.
The area of the Centre is 4,419 sq.ft. which is decorated with 24 rooms, 2
conference rooms, 1 pantry and reception area. A floor plan is attached as per
Exhibit F.
Furthermore, it is equipped with furniture and equipment, details please refer
to Exhibit G, which are conveyed by a Bill of Sale herewith.
Currently, 15 offices have been rented out, details of the Tenancy and Deposit
held please refer to Exhibit H. The deposit amount of HK$400,000 held by Huge
Earn from tenants will be transferred to Prestige, as a credit on the Promissory
Note. The rental from 1st October 2011 onwards will be received by Prestige
directly under the new master lease of the premises.
Huge Earn has signed 25 Virtual Office Agreements, details please refer to
Exhibit I. Prestige agrees to provide service to these companies and or
individuals until the end date of the agreements. There is no need for Huge Earn
to transfer the payments received to Prestige in regards to Virtual Office
Agreements for payments received prior to October 1, 2011.
Huge Earn will provide necessary books and records with the best effort as to
obtain a two year business audit on the leasehold "Business Centre", and closing
under this Agreement is conditional upon receipt of such audit. Prior to
closing, Prestige shall act as the manager of the Business Centre from date
hereof.
2
IN WITNESS WHEREOF, ALL parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
Prestige Prime Office Limited
By: __________________________
Name:
Title:
ASPI, Inc.
By: _________________________
Name:
Title:
Huge Earn Investments Limited
By:__________________________
Name:
Title:
CHOY, Po Shu Michael
______________________________
3
Tenancy Agreement
An Agreement is made the ____day of _____ , 2011 between the Landlord and the
Tenant as more particularly described in the Schedule I.
The Landlord shall let and the Tenant shall take the Premises for the Term of
Tenancy and at the Rent as more particularly described in the Schedule I and
both parties agree to observe and perform the terms and conditions as follows :-
1. The Tenant shall pay the Rent in advance on the first day of each and every
calendar month during the Term of Tenancy. If the Tenant shall fail to pay
the Rent after 7 days from the due date, the Landlord shall have right to
institute appropriate action to recover the rent and all costs, expenses
and other outgoings so incurred by the Landlord in relation to such action
shall be a debt owed by the Tenant to the Landlord and shall be recoverable
in full by the Landlord.
2. The Tenant shall comply with all ordinances, regulations and rules of Hong
Kong and shall observe and perform the covenants, terms and conditions of
the Deed of Mutual Covenant and Sub-Deed of Mutual Covenant (if any)
relating to the Premises. The Tenant shall not contravene any negative or
restrictive covenants contained in the Government Lease(s) under which the
Premises are held from the Government.
3. The Tenant shall pay to the Landlord the Security Deposit set out in the
Schedule I for the due observance and performance of the terms and
conditions therein contained and on his part to be observed and performed.
Provided that there is no antecedent breach of any of the terms and
conditions herein contained, the Landlord shall refund the Security Deposit
to the Tenant without interest within 30 days from the date of delivery of
vacant possession of the Premises to the Landlord or settlement of any
outstanding payment owed by the Tenant to the Landlord, whichever is later.
If the Tenant shall commit a breach of any of the terms and conditions
herein contained, this Agreement shall absolutely determine and the
Security Deposit paid under this clause shall be absolutely forfeited to
the Landlord as and for liquidated damages (but not as penalty) and the
rights and remedies given to the Landlord by this clause shall not
prejudice any other right of action or any remedy of the Landlord in
respect of such breach by the Tenant.
4. The Landlord shall pay the Property tax payable in respect of the Premises.
5. The Stamp Duty payable on this Agreement shall be borne by the Landlord and
the Tenant in equal shares.
6. If there is any conflict between the English version and the Chinese
version in this agreement, the English version shall prevail.
7. The unit will be delivered to the Tenant on "as-is" basis.
Acknowledged the receipt of the Security Deposit Acknowledged the receipt of ________key(s)
of HK$__________ by the Landlord of the Premises by the Tenant
--------------------------------- ---------------------------------------
Confirmed and Accepted all the terms and Confirmed and Accepted all the terms and
conditions contained herein by the Landlord: conditions contained herein by the Tenant:
---------------------------------- --------------------------------------
HKID / B.R. No.( ) HKID / B.R. No.( )
The Premises : Rm 1006-1007, 10/F, Tower 2, Silvercord,
: 30 Canton Road, Tsimshatsui, Kowloon, HK
The Landlord : Everway Far East Limited
Whose *address / registered office is situate at
Flat 2, 30/F, 99 Hennessy Road,
Wanchai, Hong Kong
The Tenant : Prestige Prime Office Limited
Whose *address / registered office is situate at
Rm 1211-1212, 12/F, Tower 2, Silvercord
30 Canton Road, Tsimshatsui, Kowloon, HK
Term of Tenancy : From 1 Oct 2011 to 30 Sep 2014 (both days inclusive)
Rent : HK$_132,570.00 per month exclusive of management fee
air-conditioning charge and government rates and all
other tenant's outgoings.
$_____________
1. User
The Tenant shall not use or permit to be used the Premises or any part
thereof for any purpose other than for office purpose only.
2. Miscellaneous Payments
The Tenant shall be responsible for the following payments payable in
respect of the Premises during the Term of Tenancy :-
*(a) Management fee : HK$_____ (per month) (subject to revision)
*(b) Air-Conditioning Charges : HK$_____(per month) (subject to revision)
*(c) Government Rates : HK$____(per quarter) (subject to revision)
*(d) Government Rent : HK$_____(per quarter)
*Delete where inapplicable.
3. Rent Free Period
The Tenant shall be entitled to a rent free period from the _____ to______
(both days inclusive) provided that the Tenant shall be responsible for
the charges of Government Rent, management fees, water, electricity, gas
telephone and other outgoings payable in respect of Premises during such
rent free period.
4. Break Clause
Notwithstanding anything to the contrary hereinbefore contained, the
Tenant shall be entitled to terminate this tenancy earlier than as herein
provided by serving not less than ______months' written notice to the
Landlord provided that such notice shall not expire earlier than
__________ (i.e. the Tenant shall rent the Premises for at least (______)
months)
