Exhibit 99.4
LEASE TERMINATION AGREEMENT
This Lease Termination Agreement ("Agreement") is made and entered into
effective as of the 13th day of January, 2005 by and between PHARMAFRONTIERS
CORP., Assignee of OPEXA PHARMACEUTICALS, INC., ("Tenant") and XXXXXXXX GREEN
CORNER, L.P. ("Landlord") with reference to the following:
RECITALS:
Reference is here made to that Tenant and Landlord entered into a lease
agreement (the same, as heretofore renewed, modified and amended from time to
time, is herein called the "Lease") for office/warehouse space located at 000
Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx dated on or about May 31, 2002,
executed by and between Landlord and Tenant. Words with initial capital letters
used but not defined herein shall have the respective meanings assigned to them
in the Lease.
Tenant has expressed a desire to terminate the Lease. Landlord and
Tenant hereby agree to terminate the Lease prior to the scheduled expiration of
the term thereof and they enter into this Agreement to set forth their
understandings and agreements in respect thereto.
AGREEMENTS:
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements set forth herein Landlord and Tenant hereby agree as follows:
1. Termination Date. The Lease, including all rights and options
of Tenant, its subtenants, successors and assigns thereunder
including, without limitation, Tenant's right to use and
occupy the Premises and any and all other rights of Tenant or
any other party, if any, to use and occupy the Premises shall
terminate at 5:00 p.m., Houston, Texas local time, on February
28, 2005 (the "Lease Termination Date").
In this regard, Tenant represents and warrants that it has not
assigned or sublet or in any way transferred its rights or
interest in the Lease as of this date.
2. No Reimbursement of Expenses; Termination Fee and Other
Consideration to Landlord. Tenant acknowledges that no sums
shall be due and payable by Landlord to Tenant in connection
with the termination of the Lease or for losses to Tenant
resulting therefrom including, without limitation,
interruption of Tenant's business, moving costs and expenses,
and increased rental or other operating expenses incurred by
Tenant due to or arising out of the relocation of Tenant's
business.
In consideration of Landlord's agreements set forth herein,
Tenant (a) shall pay to Landlord a "Termination Fee" on or
before the Lease Termination Date as follows: the sum of (i)
$56,762.54 in cash or certified funds if payment is received
on or before February 28, 2005, or (ii) $65,967.28 if payment
is received after February 28, 2005; (b) hereby surrenders to
Landlord the Tenant's Security Deposit in the amount of
$15,379.69 and all other monies previously paid; and (c) shall
convey all modular furniture (eight (8) stations installed in
offices and eight (8) stations stored in warehouse) to
Landlord as part of this Agreement.
3. Personal Property. Tenant acknowledges that it shall have no
right to remove any fixture, or property from the Premises
other than Personal Property of Tenant removed prior to Lease
Termination.
4. Obligations Which Survive; Mutual Release. Notwithstanding the
termination of the Lease, the obligations of Landlord and
Tenant which, by the provisions of the Lease, survive the
expiration or sooner termination of the same, shall survive,
including without limitation, operating expense
reconciliations for 2004, however, Tenant shall not be
obligated to pay any such prorated operating expense
reconciliations for 2005. Subject to the preceding sentence
hereof, Landlord and Tenant each hereby release one another
from any and all claims, demands, suits, and liabilities each
may hold against the other as of the date hereof and which
arise out of, or are related to, the Lease.
5. Miscellaneous. This Agreement shall be governed by and
construed in accordance with the laws of the state of Texas.
The prevailing party in any litigation or other similar action
arising out of or related to this Agreement shall be entitled
to collect reasonable attorneys' fees and other costs incurred
in such action from the other party hereto in addition to all
other awards in such action. This Agreement may only be
amended in a writing signed by all parties hereto. All sums of
whatever nature owed by Tenant to Landlord under this
Agreement shall bear interest from the date due thereof until
paid at the lesser of eighteen percent (18%) per annum or the
maximum interest rate per annum allowed by law.
EXECUTED effective as of the date and year first above written.
XXXXXXXX GREEN CORNER, L.P.
By: /s/Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: President
"Landlord"
PHARMAFRONTIERS CORP.
By: /s/ X.X. Xxxxx
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Name: X.X. Xxxxx
Title: C.F.O.
"Tenant"
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