EXHIBIT 10.26
LEASE TERMINATION AGREEMENT
This Lease Termination Agreement is made and entered into this 24th day
of May, 2001, by and between INFOWAVE USA, INC., a Washington corporation (the
"Tenant") and PRINCIPAL DEVELOPMENT INVESTORS, LLC, a Delaware limited liability
company (the "Owner").
W I T N E S S E T H:
WHEREAS, Tenant entered into a certain Lease Agreement with Owner dated
December 7, 2000 (the "Lease") for certain leasehold premises comprised of
approximately 13,944 square feet of space for use as general office space
located at 00000 - 00xx Xxxxx X.X., Xxxxxxx, Xxxxxxxxxx 00000 (the "Premises");
and
WHEREAS, Owner and Tenant have reached a mutually acceptable agreement for
the cancellation and early termination of the Lease and Tenant's tenancy
thereunder.
NOW, THEREFORE, for and in consideration of the covenants and agreements
herein contained, the parties hereto stipulate, covenant and agree as follows:
1. The Lease and Tenant's tenancy thereunder shall be cancelled and
terminated effective as of May 24th, 2001 (the "Termination Date"), (which shall
be the Date Landlord receives payment in full pursuant to this Agreement) and
shall be of no further force and effect from and after the Termination Date.
Tenant shall vacate and surrender the Premises to Owner on or before the
Termination Date and shall have no further rights, claims or interest in or to
the Premises from and after the Termination Date.
2. Tenant agrees that no equipment has been installed by Tenant on the
Premises, nor has Tenant placed any personal property in the Premises.
3. From and after the date which is 91 days after the Termination
Date, Owner and Tenant mutually release, remise, acquit and forever discharge
the other of and from any and all liability, claims, demands, suits and causes
of action whatsoever, which either party has, has had or shall have against the
other party arising out of or in any way connected directly or indirectly with
the Lease or Tenant's leasehold interest in the Premises; provided, however,
that if within 91 days of the Termination Date, Tenant voluntarily files a
petition or answer proposing the adjudication of Tenant as a bankrupt or its
reorganization or arrangement, or any composition, readjustment, liquidation,
dissolution or similar relief with respect to it pursuant to any federal or
state bankruptcy or similar law, (hereinafter referred to as an "Insolvency
Event") Owner's release of Tenant's obligations under the Lease shall be null
and void and Owner shall be entitled to retain all sums paid to it hereunder, or
under the Lease including the amount set forth in paragraph 4 below.
Notwithstanding the foregoing, so long as there has been no Insolvency Event
during the 91 day period following the Termination Date, Landlord shall have no
further claim for additional amounts or obligations against Tenant, and provided
that the payment set forth below has been made, shall have no other claim of
default on the part of Tenant.
4. Tenant understands and agrees that it shall pay the amount of Four
Hundred Fifty Thousand and No/100 Dollars ($450,000.00) (the "Consideration").
Owner acknowledges Owner has received and shall retain Prepaid Rent in the
amount of $22,659.00 which shall be credited against the Consideration.
5. Tenant and Owner agree that Owner shall either return to Tenant or
credit against the Consideration original cash security deposit of $24,983.00
submitted by Tenant to Landlord upon the signing of the Lease. Owner shall
return to Tenant the Letter of Credit in the
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amount of $475,000.00, upon the expiration of 91 days after the Termination
Date. If, however, within 91 days of the Termination Date, Tenant voluntarily
files a petition or answer proposing the adjudication of Tenant as a bankrupt or
its reorganization or arrangement, or any composition, readjustment,
liquidation, dissolution or similar relief with respect to it pursuant to any
federal or state bankruptcy or similar law, Owner shall have the right to draw
upon the full amount of the Letter of Credit as security for Tenant's
obligations.
6. This Lease Termination Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, and their respective successors and
assignees.
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IN WITNESS WHEREOF, Owner and Tenant have caused this Lease Termination
Agreement to be executed as of the day and year first above written.
Owner:
PRINCIPAL DEVELOPMENT INVESTORS, LLC,
a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxx
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Its: Counsel
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By: /s/ Xxxx X. Xxxxxx
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Its: Counsel
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Tenant:
INFOWAVE USA, INC., a Washington corporation
By: /s/ Xxxxxx Xxxx
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Its: Chief Executive Officer
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STATE OF IOWA )
) ss.
COUNTY OF POLK )
On this --- day of -----------, 2001, before me, a Notary Public in and for
said County, personally appeared -------------------- and --------------------,
to me known to be the persons who executed the within instrument as the
-------------------- and --------------------, respectively, of PRINCIPAL
DEVELOPMENT INVESTORS, LLC, and they being duly sworn did state that said
instrument was signed on behalf of the said corporation by authority of its
board of directors, and the aforesaid officers each acknowledged the execution
of said instrument to be the voluntary act and deed of said corporation, by of
and each of them voluntarily executed.
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Notary Public in and for said County and State
STATE OF ------ )
) ss.
COUNTY OF ------ )
On this ----- day of --------------------, 2001, before me, a Notary Public
in and for said County, personally appeared --------------------, to me known to
be the persons who executed the within instrument as the -------------------- of
--------------------, and he/she being duly sworn did state that said instrument
was signed on behalf of the said corporation by authority of its board of
directors, and the aforesaid officer acknowledged the execution of said
instrument to be the voluntary act and deed of said corporation, by of him/her
voluntarily executed.
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Notary Public in and for said County and State
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