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EXHIBIT 2.5
REAL ESTATE MATTERS AGREEMENT
BETWEEN
MRV COMMUNICATIONS, INC.
AND
LUMINENT, INC.
_______________, 2000
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TABLE OF CONTENTS
PAGE
----
ARTICLE I...................................................................................1
PROPERTY................................................................................1
Section 1.1 Leased Property........................................................1
Section 1.2 Shared Properties......................................................1
Section 1.3 Change in Allocation or Term...........................................2
Section 1.4 Obtaining the Lease Consents...........................................2
Section 1.5 Occupation by Luminent.................................................3
Section 1.6 Obligation to Complete.................................................4
Section 1.7 Form of Transfer.......................................................5
Section 1.8 Casualty; Lease Termination............................................5
Section 1.9 Tenant's Fixtures and Fittings.........................................6
Section 1.10 Costs..................................................................6
ARTICLE II..................................................................................6
MISCELLANEOUS...........................................................................6
Section 2.1 Limitation of Liability................................................6
Section 2.2 Entire Agreement.......................................................6
Section 2.3 Governing Law..........................................................6
Section 2.4 Notices................................................................6
Section 2.5 Counterparts...........................................................7
Section 2.6 Binding Effect; Assignment.............................................7
Section 2.7 Severability...........................................................7
Section 2.8 Failure or Indulgence Not Waiver; Remedies Cumulative..................7
Section 2.9 Amendment..............................................................8
Section 2.10 Authority..............................................................8
Section 2.11 Interpretation.........................................................8
Section 2.12 Disputes...............................................................8
ARTICLE III.................................................................................8
DEFINITIONS.............................................................................8
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REAL ESTATE MATTERS AGREEMENT
This Real Estate Matters Agreement (this "Agreement") is entered into as
of __________, 2000 between MRV Communications, Inc., a Delaware corporation
("MRV"), and Luminent, Inc., a Delaware corporation ("Luminent"). Capitalized
terms used herein and not otherwise defined herein shall have the meanings
ascribed to such terms in the Separation Agreement (as defined below).
RECITALS
WHEREAS, MRV has transferred or will transfer to Luminent effective as of
the Separation Date, substantially all of the business and assets of the
Luminent Business owned by MRV in accordance with the Master Separation and
Distribution Agreement dated as of _______, 2000 between MRV and Luminent (the
"Separation Agreement"), and
WHEREAS, the parties desire to set forth certain agreements regarding
real estate matters.
NOW, THEREFORE, in consideration of the foregoing and the covenants and
agreements set forth below, the parties hereto agree as follows:
ARTICLE I
PROPERTY
Section 1.1 Leased Property
(a) MRV shall assign or cause its applicable Subsidiary to assign, and
Luminent shall accept and assume, or cause its applicable Subsidiary to accept
and assume, MRV's or its Subsidiary's interest in the Leased Properties, subject
to the other provisions of this Agreement and (to the extent not inconsistent
with the provisions of this Agreement) the terms of the Separation Agreement and
the other Ancillary Agreements. Such assignment shall be completed on the later
of: (i) the Separation Date; or (ii) the earlier of (A) the fifth business day
after the relevant Lease Consent has been granted, or (B) the date agreed upon
by the parties in accordance with Section 1.6(a) below.
(b) Subject to the completion of the assignment to Luminent or its
applicable Subsidiary of the relevant Leased Property, with respect to each
Leased Property which is also a Shared Property, Luminent shall grant or cause
its applicable Subsidiary to grant to MRV or its applicable Subsidiary a license
to occupy that part of the relevant Leased Property identified in Section A of
Schedule 1 of this Agreement and MRV shall accept or cause its applicable
Subsidiary to accept the same. Such license shall be completed immediately
following completion of the transfer of the relevant Leased Property to Luminent
or its applicable Subsidiary.
Section 1.2 Shared Properties. MRV shall grant or cause its applicable
Subsidiary to grant to Luminent or its applicable Subsidiary a license to occupy
those parts of the Shared Properties identified in Section B of Schedule 1 of
this Agreement and Luminent shall accept or cause its
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applicable Subsidiary to accept the same, subject to the other provisions of
this Agreement and (to the extent not inconsistent with the provisions of this
Agreement) the terms of the Separation Agreement and the other Ancillary
Agreements. Such license shall be completed on the Separation Date.
Section 1.3 Change in Allocation or Term. The parties may, by mutual agreement,
modify the terms of each assignment, sublease or license that is granted subject
to the provisions of this Agreement. Such modifications shall be of no force or
effect unless set forth in writing.
Section 1.4 Obtaining the Lease Consents
(a) MRV confirms that, with respect to each Leased Property, an
application has been made or will be made by the Separation Date to the relevant
Landlord for the Lease Consents required with respect to the transactions
contemplated by this Agreement.
(b) MRV will use its reasonable commercial efforts to obtain the Lease
Consents as to each Leased Property, but MRV shall not be required to commence
judicial proceedings for a declaration that a Lease Consent has been
unreasonably withheld or delayed, nor shall MRV be required to pay any
consideration in excess of that required by the Relevant Lease or that which is
typical in the open market to obtain the relevant Lease Consent. Luminent shall
cooperate as reasonably requested by MRV to obtain the Lease Consents.
(c) Luminent and MRV will promptly satisfy or cause their applicable
Subsidiaries to satisfy the lawful requirements of the Landlord, and Luminent
will take or cause its applicable Subsidiary to take all steps to assist MRV in
obtaining the Lease Consents as to each Leased Property, including, without
limitation:
(i) if properly required by the Landlord, entering into an
agreement with the relevant Landlord to observe and perform the tenant's
obligations contained in the Relevant Lease throughout the remainder of the term
of the Relevant Lease, subject to any statutory limitations of such liability;
(ii) if properly required by the Landlord, providing a guarantee,
surety or other security (including, without limitation, a security deposit) for
the obligations of Luminent or its applicable Subsidiary as tenant under the
Relevant Lease, and otherwise taking all steps which are reasonably necessary
and which Luminent or its applicable Subsidiary is reasonably capable of doing
to meet the lawful requirements of the Landlord so as to ensure that the Lease
Consents are obtained; and
(iii) using all reasonable commercial efforts to assist MRV with
obtaining the Landlord's consent to the release of any guarantee, surety or
other security which MRV or its Subsidiary may have previously provided to the
Landlord and, if required, offering the same or equivalent security to the
Landlord in order to obtain such release.
(iv) Notwithstanding the foregoing, (1) except with respect to
guarantees, sureties or other security referenced in Section 1.4(c)(ii) above,
Luminent shall not be required to obtain a release of any obligation entered
into by MRV or its Subsidiary with any Landlord or other third party with
respect to any Property and (2) Luminent shall not communicate or permit its
applicable Subsidiary to communicate directly with any of the Landlords unless
Luminent can show MRV reasonable grounds for doing so.
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(d) If, with respect to any Leased Properties, MRV and Luminent are
unable to obtain a release by the Landlord of any guarantee, surety or other
security which MRV or its Subsidiary has previously provided to the Landlord,
Luminent shall indemnify, defend, protect and hold harmless MRV and its
Subsidiary from and after the Separation Date against all losses, costs, claims,
damages, or liabilities incurred by MRV or its Subsidiary as a result of
Luminent's occupancy of the Leased Property with respect to such guarantee,
surety or other security.
Section 1.5 Occupation by Luminent
(a) Subject to compliance with Section 1.5(b) below, in the event that
the Actual Completion Date for any Leased Property does not occur on the
Separation Date, Luminent or its applicable Subsidiary shall, commencing on the
Separation Date, be entitled to occupy the relevant Property (except to the
extent that the same is a Retained Part) as a licensee upon the terms and
conditions contained in MRV's Lease. Such license shall not be revocable prior
to the date for completion as provided in Section 1.1(a) unless an enforcement
action or forfeiture by the relevant Landlord due to Luminent's or its
applicable Subsidiary's occupation of the Property constituting a breach of
MRV's Lease cannot, in the reasonable opinion of MRV, be avoided other than by
requiring Luminent or its applicable Subsidiary to immediately vacate the
relevant Property, in which case MRV may by notice to Luminent immediately
require Luminent or its applicable Subsidiary to vacate the relevant Property.
Luminent will be responsible for all costs, expenses and liabilities incurred by
MRV or its applicable Subsidiary as a consequence of such occupation, except for
any losses, claims, costs, demands and liabilities incurred by MRV or its
Subsidiary as a result of any enforcement action taken by the Landlord against
MRV or its Subsidiary with respect to any breach by MRV or its Subsidiary of the
Relevant Lease in permitting Luminent or its applicable Subsidiary to so occupy
the Property without obtaining the required Lease Consent, for which MRV or its
Subsidiary shall be solely responsible. Neither Luminent nor its applicable
Subsidiary shall be entitled to make any claim or demand against, or obtain
reimbursement from, MRV or its applicable Subsidiary with respect to any costs,
losses, claims, liabilities or damages incurred by Luminent or its applicable
Subsidiary as a consequence of being obliged to vacate the Property or in
obtaining alternative premises, including, without limitation, any enforcement
action which a Landlord may take against Luminent or its applicable Subsidiary.
(b) In the event that the Actual Completion Date for any Leased Property
does not occur on the Separation Date, whether or not Luminent or its applicable
Subsidiary occupies a Property as licensee as provided in Section 1.5(a) above,
Luminent shall, effective as of the Separation Date, (i) pay or cause its
applicable Subsidiary to pay MRV all rents, service charges, insurance premiums
and other sums payable by MRV or its applicable Subsidiary under any Relevant
Lease, (ii) observe or cause its applicable Subsidiary to observe the tenant's
covenants, obligations and conditions contained in MRV's Lease and (iii)
indemnify, defend, protect and hold harmless MRV and its applicable Subsidiary
from and against all losses, costs, claims, damages and liabilities arising on
account of any breach thereof by Luminent or its applicable Subsidiary.
(c) MRV shall supply promptly to Luminent copies of all invoices,
demands, notices and other communications received by MRV or its applicable
Subsidiaries or agents in connection with any of the matters for which Luminent
or its applicable Subsidiary may be liable to make any payment or perform any
obligation pursuant to Section 1.5(a) or (b), and shall, at Luminent's cost,
take any steps and pass on any objections which Luminent or its applicable
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Subsidiary may have in connection with any such matters. Luminent shall promptly
supply to MRV any notices, demands, invoices and other communications received
by Luminent or its applicable Subsidiary or agents from any Landlord while
Luminent or its applicable Subsidiary occupies any Property without the relevant
Lease Consent.
Section 1.6 Obligation to Complete
(a) If, with respect to any Leased Property, at any time the relevant
Lease Consent is formally and unconditionally refused in writing, MRV and
Luminent shall commence good faith negotiations and use commercially reasonable
efforts to determine how to allocate the applicable Property, based on the
relative importance of the applicable Property to the operations of each party,
the size of the applicable Property, the number of employees of each party at
the applicable Property and the potential risk and liability to each party in
the event an enforcement action is brought by the applicable Landlord. Such
commercially reasonable efforts shall include consideration of alternate
structures to accommodate the needs of both parties and the allocation of the
costs thereof, including entering into amendments of the size, term or other
terms of the Relevant Lease, restructuring a proposed lease assignment to be a
sublease and relocating one party. If the parties are unable to agree upon an
allocation of the Property within fifteen (15) days after commencement of
negotiations between the parties as described above, then either party may, by
delivering written notice to the other, require that the matter be referred to
the Chief Financial Officers of both parties. In such event, the Chief Financial
Officers shall use commercially reasonable efforts to determine the allocation
of the Property, including having a meeting or telephone conference within ten
(10) days thereafter. If the parties are unable to agree upon the allocation of
an applicable Property within fifteen (15) days after the matter is referred to
the Chief Financial Officers of the parties as described above, the disposition
of the applicable Property and the risks associated therewith shall be allocated
between the parties as set forth in subparts (b) and (c) of this section below.
(b) If, with respect to any Leased Property, the parties are unable to
agree upon the allocation of a Property as set forth in Section 1.6(a), MRV may
by written notice to Luminent elect to apply to the relevant Landlord for
consent to sublease all of the relevant Property to Luminent or its applicable
Subsidiary for the remainder of the Relevant Lease term less three (3) days at a
rent equal to the rent from time to time under the Relevant Lease, but otherwise
on substantially the same terms and conditions as the Relevant Lease. If MRV
makes such an election, until such time as the relevant Lease Consent is
obtained and a sublease is completed, the provisions of Section 1.5 will apply
and, on the grant of the Lease Consent required to sublease the Leased Property
in question, MRV shall sublease or cause its applicable Subsidiary to sublease
to Luminent or its applicable Subsidiary the relevant Property which sublease
shall be for the term and rent set forth in the Relevant Lease and otherwise on
the terms of the Relevant Lease.
(c) If the parties are unable to agree upon the allocation of a Property
as set forth in Section 1.6(a) and MRV does not make an election pursuant to
Section 1.6(b) above, MRV may elect by written notice to Luminent to require
Luminent or its applicable Subsidiary to vacate the relevant Property
immediately or by such other date as may be specified in the notice served by
MRV (the "Notice Date"), in which case Luminent shall vacate or cause its
applicable Subsidiary to vacate the relevant Property on the Notice Date but
shall indemnify MRV and its applicable Subsidiary from and against all costs,
claims, losses, liabilities and damages in relation to the relevant Property
arising from and including the Separation Date to and including the later of the
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Notice Date and date on which Luminent or its applicable Subsidiary vacates the
relevant Property, except for any costs, losses, damages, claims and liabilities
incurred by MRV or its Subsidiary with respect to any enforcement action taken
by the Landlord against MRV or its Subsidiary with respect to any breach by MRV
or its Subsidiary of the Relevant Lease in permitting Luminent or its applicable
Subsidiary to so occupy the Property without obtaining the required Lease
Consent. Neither Luminent nor its applicable Subsidiary shall be entitled to
make any claim or demand against or obtain reimbursement from MRV or its
applicable Subsidiary with respect to any costs, losses, claims, liabilities or
damages incurred by Luminent or its applicable Subsidiary as a consequence of
being obliged to vacate the Property or obtaining alternative premises,
including, without limitation, any enforcement action which a Landlord may take
against Luminent or its applicable Subsidiary.
Section 1.7 Form of Transfer
(a) The assignment to Luminent or its applicable Subsidiary of each
relevant Leased Property shall be in substantially the form attached in Schedule
2, with such amendments which in the reasonable opinion of MRV are necessary
with respect to a particular Property, including, without limitation, in all
cases where a relevant Landlord has required a guarantor or surety to guarantee
the obligations of Luminent or its applicable Subsidiary contained in the
relevant Lease Consent or any other document which Luminent or its applicable
Subsidiary is required to complete, the giving of such guarantee by a guarantor
or surety, and the giving by Luminent or its applicable Subsidiary and any
guarantor or surety of Luminent's or its applicable Subsidiary's obligations of
direct obligations to MRV or third parties where required under the terms of any
of the Lease Consent or any covenant, condition, restriction, easement, lease or
other encumbrance to which the Property is subject. Such amendments shall be
submitted to Luminent for approval, which approval shall not be unreasonably
withheld or delayed.
(b) The licenses to be granted by Luminent or its applicable Subsidiary
to MRV or its applicable Subsidiary, and MRV or its applicable Subsidiary to
Luminent or its applicable Subsidiary, with respect to the Shared Properties
shall be at a rental rate set forth in Schedule 5 hereof and be for a term of
six (6) months, commencing as of _________________. Either party shall have the
right to terminate the license as to any of the Properties upon thirty (30)
days' prior notice. Rent shall be abated for the period from the Separation Date
to ______________, 2000. The license shall be substantially in the form of the
License Form, with such amendments as are, in the reasonable opinion of MRV,
necessary with respect to a particular Property. Such amendments shall be
submitted to Luminent for approval, which approval shall not be unreasonably
withheld.
Section 1.8 Casualty; Lease Termination. The parties hereto shall grant and
accept assignments, leases, subleases or licenses of the Properties as described
in this Agreement, regardless of any casualty damage or other change in the
condition of the Properties. In addition, subject to MRV's obligations in
Section 5.6 of the Separation Agreement, in the event that MRV's Lease with
respect to a Leased Property or a Shared Property or MRV's interest in the
leased portion of the Headquarters Facility is terminated prior to the
Separation Date, (a) MRV or its applicable Subsidiary shall not be required to
assign, sublease or license such Property, (b) Luminent or its applicable
Subsidiary shall not be required to accept an assignment, sublease or license of
such Property and (c) neither party shall have any further liability with
respect to such Property hereunder.
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Section 1.9 Tenant's Fixtures and Fittings. The provisions of the Separation
Agreement and the other Ancillary Agreements shall apply to any trade fixtures
and personal property located at each Property. The lease and sublease of the
Leased Properties and the licenses as to the Shared Properties shall include the
rental of the furniture at such Properties.
Section 1.10 Costs. MRV shall pay all reasonable costs and expenses incurred in
connection with obtaining the Lease Consents, including, without limitation,
Landlord's consent fees and attorneys' fees and any costs and expenses relating
to re-negotiation of MRV's Leases.
ARTICLE II
MISCELLANEOUS
Section 2.1 Limitation of Liability. IN NO EVENT SHALL ANY MEMBER OF THE MRV
GROUP OR LUMINENT GROUP BE LIABLE TO ANY OTHER MEMBER OF THE MRV GROUP OR
LUMINENT GROUP FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE
DAMAGES OR LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY
(INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED,
HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EACH PARTY'S
INDEMNIFICATION OBLIGATIONS FOR LIABILITIES TO THIRD PARTIES AS SET FORTH IN THE
INDEMNIFICATION AND INSURANCE MATTERS AGREEMENT.
Section 2.2 Entire Agreement. This Agreement, the Separation Agreement, the
other Ancillary Agreements and the Exhibits and Schedules referenced or attached
hereto and thereto, constitute the entire agreement between the parties with
respect to the subject matter hereof and shall supersede all prior written and
oral and all contemporaneous oral agreements and understandings with respect to
the subject matter hereof.
Section 2.3 Governing Law. This Agreement shall be construed in accordance with
and all Disputes hereunder shall be governed by the laws of the State of
California, excluding its conflict of law rules and the United Nations
Convention on Contracts for the International Sale of Goods. The Superior Court
of Los Angeles County and/or the United States District Court for the Southern
District of California shall have jurisdiction and venue over all Disputes
between the parties that are permitted to be brought in a court of law pursuant
to Section 5.9 of the Separation Agreement. Notwithstanding the foregoing, the
applicable Property transfers shall be performed in accordance with the laws of
the state in which the applicable Property is located.
Section 2.4 Notices. Notices, demands, offers requests or other communications
required or permitted to be given by either party pursuant to the terms of this
Agreement shall be given in writing to the respective parties to the following
addresses:
if to MRV:
MRV Communications, Inc.
00000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxx, Chief Executive Officer
Fax: 000-000-0000
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if to Luminent:
Luminent, Inc.
00000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Chief Executive Officer
Fax: 000-000-0000
or to such other address as the party to whom notice is given may have
previously furnished to the other in writing as provided herein. Any notice
involving non-performance, termination, or renewal shall be sent by hand
delivery, recognized overnight courier or, within the United States, may also be
sent via certified mail, return receipt requested. All other notices may also be
sent by fax, confirmed by first class mail. All notices shall be deemed to have
been given and received on the earlier of actual delivery or three (3) days from
the date of postmark.
Section 2.5 Counterparts. This Agreement, including the Schedules and Exhibits
hereto, and the other documents referred to herein, may be executed in
counterparts, each of which shall be deemed to be an original but all of which
shall constitute one and the same agreement.
Section 2.6 Binding Effect; Assignment. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective legal
representatives and successors, and nothing in this Agreement, express or
implied, is intended to confer upon any other Person any rights or remedies of
any nature whatsoever under or by reason of this Agreement. This Agreement may
be enforced separately by each member of the MRV Group and each member of the
Luminent Group. Neither party may assign this Agreement or any rights or
obligations hereunder, without the prior written consent of the other party, and
any such assignment shall be void; provided, however, either party may assign
this Agreement to a successor entity in conjunction with such party's
reincorporation.
Section 2.7 Severability. If any term or other provision of this Agreement or
the Schedules or Exhibits attached hereto is determined by a court,
administrative agency or arbitrator to be invalid, illegal or incapable of being
enforced by any rule of law or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to either party. Upon
such determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner to the end that transactions
contemplated hereby are fulfilled to the fullest extent possible.
Section 2.8 Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or
delay on the part of either party hereto in the exercise of any right hereunder
shall impair such right or be construed to be a waiver of, or acquiescence in,
any breach of any representation, warranty or agreement herein, nor shall any
single or partial exercise of any such right preclude other or further exercise
thereof or of any other right. All rights and remedies existing under this
Agreement or the Exhibits or Schedules attached hereto are cumulative to, and
not exclusive of, any rights or remedies otherwise available.
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Section 2.9 Amendment. No change or amendment will be made to this Agreement or
the Exhibits or Schedules attached hereto except by an instrument in writing
signed on behalf of each of the parties to such agreement.
Section 2.10 Authority. Each of the parties hereto represents to the other that
(a) it has the corporate or other requisite power and authority to execute,
deliver and perform this Agreement, (b) the execution, delivery and performance
of this Agreement by it have been duly authorized by all necessary corporate or
other action, (c) it has duly and validly executed and delivered this Agreement,
and (d) this Agreement is a legal, valid and binding obligation, enforceable
against it in accordance with its terms subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights generally and general equity principles.
Section 2.11 Interpretation. The headings contained in this Agreement, in any
Exhibit or Schedule hereto and in the table or contents to this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Any capitalized term used in any Schedule or
Exhibit but not otherwise defined therein, shall have the meaning assigned to
such term in this Agreement. When a reference is made in this Agreement to an
Article or a Section, Exhibit or Schedule, such reference shall be to an Article
or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise
indicated.
Section 2.12 Disputes. Any Disputes that arise under this Agreement shall be
resolved in accordance with the provisions of Section 5.9 of the Separation
Agreement.
ARTICLE III
DEFINITIONS
The following terms, as used herein, shall have the following meanings:
Actual Completion Date means, with respect to each Property, the date upon which
completion of the assignment, lease or sublease of that Property actually takes
place.
Landlord means the landlord under MRV's Lease, and its successors and assigns,
and includes the holder of any other interest which is superior to the interest
of the landlord under MRV's Lease.
Lease Consents means all consents, waivers or amendments required from the
Landlord or other third parties under the Relevant Leases to assign the Relevant
Leases to Luminent or its applicable Subsidiary.
Leased Properties means those Properties in Section A of Schedule 1 of this
Agreement.
License Form means the form license attached hereto as Schedule 3.
Property means the Leased Properties and the Shared Properties.
Relevant Leases means those of MRV's Leases with respect to which the Landlord's
consent is required for assignment or sublease to a third party or which
prohibit assignments or subleases.
Retained Parts means those parts of the Leased Properties which, following
assignment to Luminent or its applicable Subsidiary, are intended to be licensed
to MRV or its applicable Subsidiary.
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Shared Properties means those Properties listed in (a) Section A of Schedule 1
as a Property involving a license back to MRV and (b) Section B of Schedule 1 of
this Agreement.
MRV's Lease means, in relation to each Property, the lease(s) or sublease(s) or
license(s) under which MRV or its applicable Subsidiary holds such Property and
any other supplemental document completed prior to the Actual Completion Date.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf by its officers thereunto duly authorized on the day and
year first above written.
MRV COMMUNICATIONS, INC.
By:
------------------------------------------
Xxxx Xxxxx, Chief Executive Officer
LUMINENT, INC.
By:
------------------------------------------
Xxxxxxx X. Xxxxxx, Chief Executive
Officer
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SCHEDULE 1
PROPERTIES
SECTION A: LEASED PROPERTIES
License back to MRV?
Address (Y/N) Area to be licensed
------------------------ ---------------------------- --------------------------
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SECTION B: SHARED PROPERTIES
Approximate Number of
Address Area to be licensed Employees
------------------------ ---------------------------- --------------------------
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SCHEDULE 2
FORM ASSIGNMENT FOR LEASED PROPERTIES
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SCHEDULE 3
FORM LICENSE FOR SHARED PROPERTIES
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SCHEDULE 4
FORM LEASE AND SUBLEASE FOR THE HEADQUARTERS FACILITY
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SCHEDULE 5
LICENSE RENTAL RATES
Approximate Allocation Cost per Person per Month
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