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EXHIBIT 10.2
LESSOR'S CONSENT TO SUBLEASE
THIS CONSENT (Consent) is given by Xxxxx Xxxxxxx (Lessor) to that
certain Sublease dated April 6, 2001, (the Sublease) by and between HI/FN, Inc.,
a Delaware corporation ("Sublessor") and Driving Media, Inc. a Delaware
corporation ("Sublessee"), subject to the following terms and conditions:
1. All capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Sublease.
2. Lessor is not a party to the Sublease and has no obligations or duties
to Sublessee or Sublessor under the Sublease and need have no direct
dealings with Sublessee. Any provisions therein purporting to obligate
and/or bind Lessor or limit Lessor's rights under the Master Lease in
any way are deemed null and void. Notwithstanding any provision to the
contrary in the Sublease, Sublessee shall have no greater rights than
Sublessor has as Lessee under the Master Lease.
3. This Consent shall only apply to this Sublease and shall not be deemed
to be a consent to any other or further sublease or a waiver of any of
the provisions of the Master Lease.
4. By consenting to the Sublease, Lessor waives none of its rights against
the Sublessor as Lessee under the Master Lease. The Sublease is and
shall remain at all times subject to and subordinate in all respects to
the Lease.
5. This Consent shall not modify or amend or be deemed to modify or amend
the Master Lease in any way, or to impose on Lessor any obligation to
provide notice to, or obtain consent from, Sublessee with respect to
amendments, defaults, waivers or any other matters pertaining to the
Master Lease or to the Premises covered by the Master Lease. Any waiver
by Lessor of its rights shall be made only in writing and signed by
Lessor.
6. Upon the expiration or earlier termination of the Master Lease, the
Sublease shall automatically and without notice or demand, terminate and
Sublessee agrees promptly to surrender the Premises to Lessor upon such
termination without compensation from Lessor. In granting consent to
this Sublease, Lessor agrees that Sublessee at its sole cost and expense
may divide two of the larger offices into four smaller offices as shown
in red on Exhibit B attached, but only on the condition that at the
expiration or earlier termination of the Sublease Term, Sublessee shall
restore the said two larger offices back to their size and configuration
at the time the Sublease was signed.
7. This Consent shall not be effective until receipt by Lessor of a
counterpart or counterparts of this Consent duly executed by Sublessor
and Sublessee, each acknowledging its agreement to the terms and
conditions specified in this Consent.
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8. [Omitted]
Dated: April 6, 2001
/s/ Xxxxx Xxxxxxx, Lessor
-----------------------------------
Xxxxx Xxxxxxx, Lessor
EACH OF THE UNDERSIGNED HEREBY ACKNOWLEDGE THAT IT HAS READ AND UNDERSTANDS THE
TERMS AND CONDITIONS SPECIFIED IN THE FOREGOING CONSENT AND AGREES TO ALL SUCH
TERMS AND CONDITIONS.
SUBLESSOR: SUBLESSEE:
HI/FN, INC. DRIVING MEDIA. INC.
000 Xxxxxxxxxx Xxxxxx 000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxx XX 00000 Xxx Xxxxx XX 00000
By: /s/ XXXXXXXXXXX XXXXXXX By: /s/ XXXXX X. XXXXX
------------------------------- ---------------------------------
Name: XXXXXXXXXXX XXXXXXX Name: XXXXX X. XXXXX
------------------------------- ---------------------------------
Its: Vice President - Operations Its: President
------------------------------- ---------------------------------
Date: April 9, 2001 Date: April 9, 2001
------------------------------- ---------------------------------
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EXHIBIT "A"
Parcel 1, as shown on that parcel map filed for record in the Office of the
Recorder of the County of Santa Xxxxx, State of California on June 13, 1972 in
Book 398 of Maps, Page 45.
Commonly known as: 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxx
XXX: 000-00-000
[MAP]
Note: The above diagram does not indicate all existing tenant improvements and
interior walls.
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EXHIBIT "B"
Parcel 1, as shown on that parcel map filed for record in the Office of the
Recorder of the County of Santa Xxxxx, State of California on June 13, 1972 in
Book 398 of Maps, Page 45.
Commonly known as: 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxx
XXX: 000-00-000
[MAP]
Note: The above diagram does not indicate all existing tenant improvements and
interior walls.
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EXHIBIT "C"
Office Lease Agreement
Between
Xxxxx Specnse ("Lessor")
And
Hi/fn, Inc. ("Lessee")
Dated
October 2000
[previously filed with Form 10-K filing dated December 26, 2000]
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