Exhibit 10.5
Sublease
This Sublease (this "Sublease") is entered into as of the ______ day of
____________ 2004, by and between Parkervision, Inc., a Florida corporation
("Sublandlord"), and THOMSON BROADCAST & MEDIA SOLUTIONS, INC. ("Subtenant").
RECITALS
Whereas, pursuant to that certain Office Lease dated as of March 1,
1992, as amended on each of December 29, 1995, April 12, 1996, February 28, 1997
and February 28, 2002, by and between Xxxxxxx Xxxxxx and Xxxxxxx Xxxxxx
(together, the "Prime Landlord"), as landlord, and Sublandlord, as tenant (the
"Prime Lease"), a copy of which is attached hereto as Exhibit A, Sublandlord
leases from Prime Landlord certain premises (the "Premises") located in the
building commonly known as 0000 Xxxxxxxxxx Xxx, Xxxxxxxxxxxx, Xxxxxxx 00000 (the
"Building"), as more fully described in the Prime Lease;
Whereas, Subtenant is a party to that certain Asset Purchase Agreement
with Sublandlord and certain other parties, dated as of even date herewith (the
"Purchase Agreement"); and
Whereas, Subtenant desires to sublease a certain portion of the
Premises comprised of seven thousand six hundred thirty (7,630) square feet and
more particularly shown on the floor plan attached hereto as Exhibit B (the
"Subleased Premises"), and Sublandlord is willing to sublease the Subleased
Premises to Subtenant on the provisions, covenants and conditions hereinafter
set forth.
Now, Therefore, in consideration of the mutual covenants made herein,
and other consideration, the receipt and sufficiency of which are hereby
acknowledged and agreed, Sublandlord hereby subleases to Subtenant and Subtenant
hereby takes and subleases from Sublandlord the Subleased Premises, on the terms
and conditions set forth below:
AGREEMENT
1. Defined Terms
All terms defined in the Prime Lease and used herein shall, unless
otherwise defined herein, have the meanings ascribed to such terms in the Prime
Lease; all terms defined in the Purchase Agreement and used herein shall, unless
otherwise defined herein, have the meanings ascribed to such terms in the
Purchase Agreement.
2. Term
The term of this Sublease (the "Sublease Term") shall commence on the
Closing (the "Sublease Term Commencement Date"), and shall terminate on the
six-month anniversary of the Closing, unless Subtenant provides written notice
of early termination at its election ("Early Termination Election"), in which
case this Sublease shall terminate thirty (30) days after such notice is
provided to Sublandlord.
3. Delivery
On the date of Closing, Sublandlord shall deliver to Subtenant the
Subleased Premises in good condition and repair and with all equipment relating
to the Business delivered to the Sublease Premises and installed as necessary
and proper. Subtenant shall have the right to use all fixtures, furniture and
equipment located within the Subleased Premises as of the date of Closing
(collectively, the "Equipment"), which Equipment shall include, without
limitation, a standalone phone system with at least eight (8) independent lines,
a dedicated switch and a voice mail system and related telephone equipment.
Within ten (10) days following the Closing, Sublandlord shall install, at
Sublandlord's sole cost and expense, one (1) door separating the Subleased
Premises from the remainder of the Building, in the location shown on Exhibit C
attached hereto, in accordance with applicable Legal Requirements.
4. Basic Rent
Subtenant shall pay to Sublandlord, in advance, monthly, without
withholding, offset or reduction, an amount equal to Twelve Thousand Four
Hundred Forty-Five Dollars ($12,445.00) ("Rent") with respect to the Subleased
Premises. Rent for any partial calendar months at the beginning or end of the
Sublease Term shall be prorated on a daily basis. Rent shall be inclusive of all
costs of utilities, maintenance, repair, sales tax, real property taxes, use of
the Equipment (excluding charges for local and long distance telephone service,
payment for which shall be governed by the terms of the Transition Services
Agreement), and other office services.
5. Use
The Subleased Premises shall be used for the purpose of and as
necessary to conduct the Business as contemplated hereunder and under the other
Transaction Agreements.
6. Prime Lease
This Sublease is subject and subordinate to the Prime Lease and
Sublandlord conveys, and Subtenant takes, no greater rights hereunder than those
accorded to or taken by Sublandlord as tenant under the terms of the Prime Lease
during the Term. Except as otherwise expressly provided herein, or except as may
be inapplicable or inconsistent with the other provisions hereof, all of the
terms and provisions in the Prime Lease are incorporated herein by reference as
if set forth herein in full and shall be applicable to this Sublease with the
same force and effect as if Sublandlord were the landlord under the Prime Lease
and Subtenant were the tenant thereunder. Except as otherwise expressly provided
herein, Subtenant covenants with Sublandlord to fully and faithfully perform all
of Sublandlord's obligations, covenants and conditions under the Prime Lease to
be paid, performed and observed with respect to the Subleased Premises from and
after the Sublease Term Commencement Date, and Sublandlord covenants with
Subtenant to use reasonable best efforts to cause Prime Landlord to fully and
faithfully perform all of Prime Landlord's obligations, covenants and conditions
under the Prime Lease to be paid, performed and observed with respect to the
Subleased Premises from and after the Sublease Term Commencement Date.
Sublandlord agrees to promptly provide Subtenant with a copy of any default
notice received by Sublandlord from Prime Landlord. If the Prime Lease gives
Sublandlord any right to terminate the Prime Lease in the event of the partial
or total damage, destruction, or condemnation of the Subleased Premises or the
building or project of which the Subleased Premises are a part, the exercise of
such right by Sublandlord shall not constitute a default or breach hereunder.
7. Subtenant's Covenants
Subtenant covenants to Sublandlord to perform all of the covenants and
obligations to be performed by Sublandlord as Tenant under the Prime Lease as
the same relate to the Subleased Premises and to comply with this Sublease and
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the applicable provisions of the Prime Lease, as modified by this Sublease, in
all respects. If Subtenant shall fail to make any payment or perform any act
required to be made or performed by Subtenant under the Prime Lease pursuant to
Subtenant's assumption of Sublandlord's obligations thereunder as they relate to
the Subleased Premises, and such default is not cured by Subtenant by the period
specified in the Prime Lease for curing such default, Sublandlord, without
waiving or releasing any obligation or default hereunder, may (but shall be
under no obligation to) make such payment or perform such act for the account
and at the expense of Subtenant, and may take any and all reasonable such
actions as Sublandlord deems necessary or appropriate to accomplish such cure.
If Sublandlord shall reasonably incur any expense in remedying such default,
Sublandlord shall be entitled to recover such sums upon demand from Subtenant as
additional rent under this Sublease.
8. Sublandlord's Covenants
Sublandlord covenants to Subtenant to perform all of the terms and
provisions required of it under the Prime Lease and to promptly pay when due all
rents due and accruing to Prime Landlord under the Prime Lease. Sublandlord will
use reasonable best efforts to enforce on behalf of Subtenant Sublandlord's
rights under the Prime Lease. Sublandlord shall not materially amend or modify
the Prime Lease in pertinent part without the prior written consent of
Subtenant. At Closing, Sublandlord shall deliver to Subtenant Prime Landlord's
written consent to this Sublease in form and substance reasonably acceptable to
Subtenant.
9. Assignment and Subletting
Subtenant may assign this Sublease or sublet the Subleased Premises in
whole or in part without Sublandlord's consent; provided such assignment is in
connection with a transfer of the Business or Acquired Assets or a significant
portion thereof, or a transfer of all or substantially all of the assets of
Subtenant.
10. Holdover
If Subtenant holds over and remains in possession of the Subleased
Premises or any part thereof following the expiration of the Sublease Term or
the sooner termination of the Sublease Term under this Sublease, Subtenant shall
be deemed to hold the Subleased Premises as a tenant at sufferance, subject to
all of the terms, conditions and covenants of this Sublease and the Prime Lease
(both of which shall be applicable during the holdover period).
11. Parking; common Areas; ACCESS
Subtenant shall be entitled to use, at no additional charge, any and
all parking spaces located on the south side of the Building. Subtenant shall
have its own access from outside the Building into the Subleased Premises.
Subtenant also shall be entitled to use all common areas at no additional
charge, on an unassigned and non-exclusive basis. Sublandlord shall, at
Sublandlord's cost, re-program the existing access card system so that only
Subtenant and Subtenant's employees shall have access to the Subleased Premises.
12. Insurance
Notwithstanding anything in this Sublease or the Prime Lease to the
contrary, Subtenant shall maintain commercial general liability insurance
applicable to the Subleased Premises in a total amount of not less than Four
Million Dollars ($4,000,000.00), which can be provided in the form of primary
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and umbrella coverage, with not less than One Million Dollars ($1,000,000.00)
per occurrence being provided under the primary policy and not less than Three
Million Dollars ($3,000,000.00) occurrence/aggregate being provided under the
umbrella policy. Subtenant shall deliver to Sublandlord certificates which
evidence such insurance prior to the Sublease Term Commencement Date, and
thereafter as required under the Prime Lease, and shall name in all such
insurance policies both the Prime Landlord and Sublandlord as additional
insureds thereunder.
13. Miscellaneous
(a) Purchase Agreement Terms. Sections 12.1 through 12.16 of the
Purchase Agreement are hereby incorporated herein by this reference; provided
that (i) references to "Agreement," "hereto," "hereunder," and similar
references in such sections shall pertain to this Agreement; (ii) the Purchase
Agreement (for the avoidance of doubt) shall be considered a Transaction
Agreement; and (iii) references to "Purchasers" shall be deemed to be Lead
Purchaser.
(b) Estoppel Certificates. Subtenant agrees to furnish within twenty
(20) days after written request therefor by Sublandlord, or sooner if required
by the Prime Lease, a certificate stating (i) that this Sublease is in full
force and effect and has not been amended or modified (or describing such
amendment or modification, if any); (ii) the dates through which Rent have been
paid hereunder; and (iii) that there are no defaults under this Sublease known
to the signer of the certificate (or specifying such defaults, if known).
(c) Memorandum of Lease. Subtenant shall not record this Sublease or
any memorandum hereof.
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In Witness Whereof, the parties have executed this Sublease as an
instrument under seal as of the date first written above.
Sublandlord:
Parkervision, Inc., a Florida corporation
By: __________________________________________________________
Name: ________________________________________________________
Title: _______________________________________________________
Subtenant:
Thomson broadcast & media solutions, inc., a Delaware corporation
By: __________________________________________________________
Name: ________________________________________________________
Title: _______________________________________________________
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Exhibit A
Prime Lease
See Attached
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EXhibit B
Floor Plan of Subleased Premises
See Attached
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EXhibit C
location of door
See Attached
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