EXHIBIT 10.16
SUBLEASE
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THIS SUBLEASE ("Sublease") is made this February 1, 2000, by and between XXXXXXX
X. XXXXX, XXXXXX X. XXXXX, XXXXXXX X. XXXXXXXX, and the LAW FIRM OF XXXXX, XXXXX
& SCARLETT, a law partnership ("Sublandlord") and PERSONIFY ("Subtenant").
RECITALS
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A. Sublandlord, as Tenant, is leasing from BTW III INC., a Delaware
corporation, as successor in interest to URBAN SITE VENTURES III, LTD.,
("Landlord") those certain premises located at 000 Xxxxxxx Xxxxxx, Xxx
Xxxxxxxxx, Xxxxxxxxxx ("Premises") pursuant to that certain lease dated
December 11, 1996, ("Master Lease"). Subtenant acknowledges having received
and reviewed a copy of the Master Lease. A true and complete copy of the
Master Lease is attached hereto as Exhibit B.
B. Sublandlord desires to lease to Subtenant and Subtenant desires to lease
from Sublandlord a portion of the Premises consisting of approximately
5,000 square feet (the "Sublease Premises") as shown on Exhibit A attached
hereto, on the terms an conditions set forth in this Sublease.
NOW, THEREFORE, the parties hereto agree as follows:
1. PREMISES
Sublandlord leases to Subtenant and Subtenant hires from Sublandlord the
Sublease Premises together with the appurtenances thereto.
2. INCORPORATION OF MASTER LEASE
This Sublease is subject to all the terms and conditions of the Master
Lease and Subtenant hereby accepts and agrees to perform all the
obligations of Sublandlord as Tenant under the Master Lease to the extent
such provisions are incorporated by reference into this Sublease and all of
the terms and conditions of this Sublease (with each reference therein to
landlord and Tenant to be deemed to refer to Sublandlord and Subtenant,
respectively) are incorporated, herein, except the following sections which
are not incorporated herein: 1,2,3,4,5,6, and Lease Addendum One. In the
event of any conflict (express or implied) between this Sublease and the
Master Lease, as between Sublessor and Sublessee the terms and conditions
of this Sublease shall control.
In the event of the termination for any reason of Sublandlord's interest as
Tenant under the Master Lease, then this Sublease shall terminate therewith
without any liability of Sublandlord to Subtenant; except that if this
Sublease terminates as a result of a default of one of the parties hereto,
whether under this Sublease, the master Lease, or both, the defaulting
party shall be liable to the non-defaulting party for all damages suffered
by the non-defaulting party resulting from such termination.
Sublandlord (i) represents to Subtenant that, as of the date of this
Sublease, Sublandlord is not in default of its obligations under the Master
Lease nor does there exist any state of facts which with notice, he passage
of time, or both would constitute a default by Sublandlord of its
obligations under the Master Lease, (ii) shall perform all of its
obligations under the Master Lease, and (iii) shall not take any action to
terminate the Master Lease without prior written consent of Subtenant,
which shall not be unreasonably withheld. Sublandlord shall not amend or
modify the Master Lease in such a manner as to materially adversely affect
Subtenant's use of the Sublease Premises or increase the obligations or
decrease the rights of Subtenant hereunder.
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3. TERM
The term of this sublease shall be or a period of four months commencing on
February 1, 2000, and ending on May 31, 2000. Notwithstanding the
foregoing, the term of this Sublease (and Subtenant's obligation to pay
rent shall not commence until Sublandlord has delivered possession of the
Premises to Subtenant and the Landlord under the Master Lease has given its
consent to this Sublease. Sublandlord shall use its best efforts to
deliver the premises partially vacant and as agreed ready for Subtenant's
occupancy by February 1, 2000. Notwithstanding anything to the contrary
contained herein, if Sublandlord has not obtained the consent of the
landlord, or delivered the Sublease Premises to Subtenant on or before
March 1 2000, then Subtenant shall have the right thereafter to cancel this
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Sublease, and upon such cancellation, Sublandlord shall return all sums
theretofore deposited by Subtenant with Sublandlord, and neither party
shall have any further liability to the other.
4. USE
Subtenant shall use the Sublease Premises for general office use and for no
other purpose.
5. RENTAL
(a) Subtenant shall pay to Sublandlord as rent for the Sublease Premises,
in advance, on the first day of each calendar month of the term of this
Sublease, without deduction, offset, prior written notice or demand; in
lawful money of the United States, the sum of Twelve Thousand Dollars
($12,000.00). If the commencement and/or termination date is not the first
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. Notwithstanding Paragraph 2 of this Sublease, Subtenant
shall not be responsible for the shall not pay to Sublandlord any
utilities, building direct expenses or other charges imposed by the Master
Lease on the Sublandlord. The rent specified in this section shall be the
entire expense obligation of the Subtenant to the Sublandlord. Sublandlord
shall remit its required payment to the Master Landlord as scheduled in the
Master Lease without exceptions as to preserve the Subtenant's rights in
the Sublease.
(b) Sublandlord acknowledges receipt from Subtenant, on the execution
hereof, of he sum of Twenty Four Thousand Dollars ($24.000.00) to be
applied against rent for the first and last full month of the term.
6. SURRENDER AT END OF TERM
Subtenant agrees to surrender the Sublease Premises on expiration or
earlier termination of the term hereof, in the same condition received,
reasonable wear and tear excepted. In no event shall Subtenant be required
to remove or replace any alterations or improvements that were not
constructed by Subtenant.
7. LANDLORD'S WRITTEN CONSENT
This Sublease is conditioned upon and effective only upon obtaining the
written consent of Landlord. The parties acknowledge that the effectiveness
of this Sublease is conditioned upon Sublandlord obtaining the consent of
Landlord, as required pursuant to Section 19 entitled "Assignments and
Subletting" of the Master Lease, in substantially the form attached hereto
(including the waiver of subrogation).
8. NOTICES
All notices and demands of any kind required to be given by Sublandlord or
Subtenant hereunder shall be in writing and effective three (3) business
days after depositing same in Federal Express overnight delivery, postage
prepaid, and addressed to Sublandlord or Subtenant, as the case may be,
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at the address set forth below their respective signature or at such other
address as they may designate from time to time.
9. INSURANCE
Insurance requirements pertaining to Sublandlord as Tenant under Paragraph
11 of the Master Lease shall also apply to Subtenant.
10. Notwithstanding anything to the contrary in this Sublease: (I) Sublessee's
repair obligations hereunder shall not include the making of any capital
repairs or improvements to the Sublease Premises unless, and to the extent,
required due to Sublessee's negligence or willful misconduct; and (ii)
Sublessee shall not be responsible for compliance with any laws, codes,
ordinances or other governmental directives where such compliance would is
not related specifically to Tenant's use and occupancy of the Subleased
Premises or triggered by Sublessee's alterations or improvements to the
Sublease Premises.
SUBLANDLORD SUBTENANT
By: By: /s/ XXXXXXX XXXXXXXX
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Name: Name: Xxxx Xxxxxxxx
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Title: Title: CFO
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Date: Date: 3-2-00
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By: By:
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Name: Name:
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Title: Title:
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Date: Date:
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Address: Address:
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ADDENDUM TO SUBLEASE 0XX XXXXX 000 XXXXXXX
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1. Sublandlord will make available for exclusive occupancy by Subtenant the
following office areas on the Xxxxxx Xxxxx xx 000 Xxxxxxx Xxxxxx on or
about February 14, 2000: Areas and Rooms 5, 10, 23, 24, 25, 25A, 26 and 43;
Areas 1, 11 and 27 to be shared.
The monthly rental rate for the February term shall be prorated to
EightThousand Dollars ($8,000). Every month thereafter the monthly rental
rate will be paid in full on or before the first day of the month.
2. Sublandlord will remove furniture and equipment from the following areas on
or before February 14, 2000: Room 25 - shelving; Room 27 - wall mounted
photograph; and, all furniture and equipment from Xxxx 00.
Sublandlord will leave the furniture and equipment in the following rooms
and areas to be used by Subtenant and Sublandlord until the termination of
the Subtenancy or before said date at the Sublandlord's election: Room 27
- table, chairs and books; Xxxx 00 - shelving and books; Room 25A - tables
and chairs; and, Rooms 10, 23, 24 - desks.
3. Sublandlord will make available for exclusive occupancy by Subtenant the
following office areas on the Fourth Floor of 425 Battery on or before
March 6, 2000: Areas and Xxxxx 0, 0, 0, 0, 0, 00, 00X, 00.
4. Sublandlord will remove furniture and equipment from the following areas on
or before March 6, 2000: Areas 22, 22A - desks, chairs and filing cabinets;
Area 2-bookshelves, desks, chairs and tables; Room 21 - tables and filing
cabinets.
Sublandlord will leave the furniture and equipment in the following room and
areas to be used by Subtenant until the termination of the Subtenancy or before
said date at the Sublandlord's election: Room 21 - desk.
Dated: Dated:
/s/ XXXXXXX XXXXXXXX
_____________________________ _____________________________
Authorized Agent, Subtenant Authorized Agent, Sublandlord
Xxxxxxx Xxxxxxxx
Chief Financial Officer
Personify, Inc.
[DIAGRAM OF PERSONIFY SUITE 400 FLOOR PLAN]
