SUBLEASE
SUBLEASE
|
Sublessor:
Sling Media, a Delaware corporation
|
Subject
Property:
|
000
Xxxxxxxx Xxxxxx Xxxxxxxxx,
Xxxxxx
300 & 365
San
Mateo, California
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|
|
Sublessee:
Wherify Wireless, a Delaware corporation.
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Date:
|
April
18, 2007
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1.
Parties:
This
Sublease is entered into this 18th day of April, 2007, by and
between
Sling
Media, a Delaware corporation as
Sublessor, and Wherify
Wireless, a Delaware corporation. as
Sublessee, as a Sublease under that certain Office Lease Agreement dated January
31, 2005, and as amended by the First Amendment dated September 19, 2005,
entered into by EOP-San
Mateo Baycenter, L.L.C,
as
lessor, and Sublessor as lessee, and as amended by that certain Commencement
Letter dated June 13, 2005 (as amended, the “Master Lease”); a copy of the
Master Lease is attached hereto as Exhibit
“A”.
2.
Provisions Constituting Sublease:
2.1
This
Sublease is subject to all of the terms and conditions of the Master Lease
in
Exhibit
“A” and upon the Sublease Commencement Date, Sublessee shall assume and perform
the obligations of Sublessor in said Master Lease, to the extent said terms
and
conditions are applicable to the Premises subleased pursuant to this Sublease.
Sublessee shall not commit or permit to be committed on the Premises any act
or
omission which shall violate any term or condition of the Master Lease. In
the
event of termination of Sublessor's interest as lessee under the Master Lease
for any reason (unless caused by default of Sublessor under the Master Lease),
then this Sublease shall terminate coincidentally therewith without any
liability of Sublessor to Sublessee.
2.2
All
of the terms and conditions contained in the Master Lease are incorporated
herein with the word “Landlord” substituted with “Sublessor” and the word
“Tenant” substituted with the word Sublessee as if fully set forth herein,
except for the following provisions which are hereby excluded: Article 1.02
-
1.10, 1.12, 1.14, 3, 4, 6, 8, Exhibit B, Exhibit C, Exhibit D, Exhibit F,
Exhibit F-1, Exhibit F-2; First Amendment paragraphs 1 - 8.
3.
Premises:
Sublessor
leases to Sublessee and Sublessee hires
from Sublessor the following described Premises, together with appurtenances,
situated in the City of San Mateo, County of San Mateo, State of California,
commonly known and described as 000 Xxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxx 000 and
365 (the “Sublease Premises”), and consisting of approximately 6,895 rentable
square feet of office space, as outlined on the drawings set forth on Schedule
1
attached
hereto. Sublessor will deliver the Sublease Premises in broom clean, working
condition, free of trash or debris.
THE
INFORMATION CONTAINED HEREIN HAS BEEN GIVEN TO US BY THE OWNER OF THE
PROPERTY
OR OTHER SOURCES WE DEEM RELIABLE. WE HAVE NO REASON TO DOUBT ITS ACCURACY,
BUT
WE DO NOT GUARANTEE IT. ALL INFORMATION SHOULD BE VERIFIED PRIOR TO PURCHASE
OR
LEASE
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SUBLEASE
4.
Rental:
Sublessee
shall pay to Sublessor as rent for the Premises in advance on the first day
of
each calendar month of the term of this Sublease without deduction, offset,
prior notice or demand, in lawful money of the United States the sum of
$13,790.00. No other amounts shall be due as rent under this Sublease. If the
commencement date is not the first of the month, or if the Sublease termination
date is not the last day of the month, a prorated monthly installment shall
be
paid at the then current rate for the fractional month during which the Sublease
commences and/or terminates. Receipt of $27,580.00 is hereby acknowledged as
prepaid rental for the first month and the last month rent, and the additional
amount of $13,790.00 as non-interest bearing security for performance under
this
Sublease. In the event Sublessee has performed all of the terms and conditions
of this Sublease throughout the term, upon Sublessee vacating the Premises,
the
amount paid as a security deposit shall be returned to Sublessee within thirty
(30) days after first deducting any sums owing to Sublessor.
5.
Term:
5.1
The
term of this Sublease shall be for a period of approximately thirteen (13)
months, commencing on the day Sublessor delivers possession of the Sublease
Premises to Sublessee, after obtaining consent of Master Landlord (the “Sublease
Commencement Date”), anticipated to be on or around May 1, 2007 and ending on
May 26, 2008 (the “Sublease Expiration Date”). Sublessee shall have access to
the Sublease Premises for five (5) days in order to install its fixtures,
furniture and equipment (without the obligation to pay any rent).
5.2
In
the event Sublessor is unable to deliver possession of the Premises by the
anticipated Sublease Commencement Date, provided Sublessor acts diligently
and
in good faith to deliver the Premises by the anticipated Sublease Commencement
Date, Sublessor shall not be liable for any damage caused thereby, nor shall
this Sublease be void or voidable but Sublessee shall not be liable for rent
until such time as Sublessor offers to deliver possession of the Premises to
Sublessee, but the term hereof shall not be extended by such delay. If
Sublessee, with Sublessor's consent, takes possession prior to commencement
of
the term (unless solely to install fixtures, furniture and equipment), Sublessee
shall do so subject to all the covenants and conditions hereof and shall pay
rent for the period ending with the commencement of the term at the same rental
as that prescribed for the first month of the term prorated at the rate of
1/30th thereof per day. In the event Sublessor has been unable to deliver
possession within thirty days from the commencement date, Sublessee, at
Sublessee's option, may terminate this Sublease.
6.
Use:
Sublessee
shall use the Premises for general office and marketing purpose, including
handheld device product development/laboratory work and for no other purpose
without the written consent of Sublessor.
000
XXXXXXXX XXXXXX XXXXXXXXX, XXXXX 000, XXX XXXXX, XX 00000 • (000) 000 0000 FAX
(000) 000 0000
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SUBLEASE
6.1
Equipment:
Sublessee
shall have the right to use Sublessor’s FF&E, described on Exhibit
B
attached
hereto throughout the Sublease term at no additional charge. Sublessee agrees
to
purchase all the furniture in Exhibit
B
for
$1.00 at the expiration of the Sublease.
7.
Compliance With Americans With Disabilities Act:
Sublessee
shall be responsible for the installation and cost of any and all improvements,
alterations or other work required on or to the Premises or to any other portion
of the property and/or building of which the Premises are a part, required
or
reasonably necessary because of (1) the use to which the Premises or any portion
thereof is put by Sublessee; (2) the use by a subtenant of Sublessee by reason
of assignment or sublease; or (3) both, including any improvements, alterations
or other work required under the Americans With Disabilities Act of 1990.
Compliance with the provisions of this paragraph shall be a condition of
Sublessor granting its consent to any assignment or sublease of all or a portion
of the Premises described in this Sublease.
8.
Additional Provisions with Respect to the Sublease:
8.1
Sublessor covenants to timely and fully observe, perform and discharge its
obligations under the Master Lease and covenants not to commit or suffer any
default under or breach of the Master Lease.
8.2
Notwithstanding anything to the contrary, Sublessee will have no obligation
to
indemnify, defend or hold harmless Sublessor under such terms and conditions
in
the Master Lease to the extent that any of the claims, demands, liabilities
or
causes of action at issue are caused by Sublessor’s or any of their respective
agents, contractors or employees, gross negligence or willful
misconduct.
8.3
Sublessor represents to Sublessee that (i) the Master Lease is in full force
and
effect, (ii) the copy of the Master Lease which is attached to this Sublease
as
Exhibit
A
is a
true, correct and complete copy of the Master Lease and all amendments thereto,
(iii) Sublessor has performed, in all material respects, all of the obligations
required to be performed by Sublessor under the Master Lease as of the
Commencement Date and to Sublessor’s best knowledge, no default exists on the
part of Sublessor, or has there occurred any event which, with the giving of
notice or passage of time or both, could constitute such a default or event
of
default; and (iv) Sublessor has not violated the Master Lease with respect
to
Hazardous Materials.
8.4
Sublessor shall indemnify, defend, protect, and hold Sublessee harmless from
and
against all actions, claims, demands, costs, liabilities, losses, reasonable
attorneys’ fees, damages, penalties and expenses which may be brought or made
against Sublessee or which Sublessee may pay or incur to the extent caused
by
(i) the failure by Sublessor to comply with or perform its obligations under
the
Master Lease and/or this Sublease, (ii) a breach by Sublessor of any of its
representations or warranties to Sublessee under this Sublease, or (iii) any
violation by Sublessor of the Master Lease with respect to Hazardous
Materials.
000
XXXXXXXX XXXXXX XXXXXXXXX, XXXXX 000, XXX XXXXX, XX 00000 • (000) 000 0000 FAX
(000) 000 0000
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SUBLEASE
8.5
It is
Sublessor and Sublessee’s understanding that notwithstanding anything to the
contrary in the Sublease, in no event shall Sublessee have any obligation to
remove any alterations, additions or improvements made by Sublessor prior to
the
Sublease Commencement Date and Sublessee shall not assume any restoration
obligations of Sublessor with respect to any such alterations, additions or
improvements, which shall remain the sole obligation of Sublessor.
8.6
In
the event of any conflict between this Sublease and the Master Lease, as between
Sublandlord and Subtenant, the terms and conditions of this Sublease shall
control. Further, if Rent is abated under the Master Lease, Rent hereunder
shall
also be abated in the same proportion.
9.
Notices:
All
notices or demands of any kind required or desired to be given by Sublessor
or
Sublessee hereunder shall be in writing and shall be deposited in the United
States mail, certified or registered, postage prepaid, addressed to the
Sublessor or Sublessee, respectively, at the address set forth after their
signatures at the end of this Sublease. All rent and other payments due under
this Sublease or the Master Lease shall be made to Sublessor at the Sublessor's
address set forth below.
10.
Broker
Fee:
Upon
execution of this Sublease, Sublessor shall pay Cornish & Xxxxx Commercial,
a licensed real estate broker, fees set forth in a separate agreement between
Sublessor and Broker.
Sublessor:
SLING
MEDIA, A DELAWARE CORPORATION
By:
______________________________________________________________________
Name:
___________________________________________________________________
Its:
______________________________________________________________________
Date:
_____________________________________________________
|
Address:
|
0000
X. Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxx Xxxx, Xxxxxxxxxx
00000
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Sublessee:
WHERIFY
WIRELESS, A DELAWARE CORPORATION.
By:
______________________________________________________________________
Name:
___________________________________________________________________
Its:
______________________________________________________________________
Date:
_____________________________________________________
Address:_______________________________
000
XXXXXXXX XXXXXX XXXXXXXXX, XXXXX 000, XXX XXXXX, XX 00000 • (000) 000 0000 FAX
(000) 000 0000
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SUBLEASE
EXHIBIT
A
MASTER
LEASE
000
XXXXXXXX XXXXXX XXXXXXXXX, XXXXX 000, XXX XXXXX, XX 00000 • (000) 000 0000 FAX
(000) 000 0000
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of 7
SUBLEASE
EXHIBIT
B
FURNITURE
INVENTORY
000
XXXXXXXX XXXXXX XXXXXXXXX, XXXXX 000, XXX XXXXX, XX 00000 • (000) 000 0000 FAX
(000) 000 0000
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of 7
SUBLEASE
SCHEDULE
1
SUBLEASE
PREMISES
000
XXXXXXXX XXXXXX XXXXXXXXX, XXXXX 000, XXX XXXXX, XX 00000 • (000) 000 0000 FAX
(000) 000 0000
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