THIS THIRD SUBLEASE AMENDING AGREEMENT is made as of the later date that this agreement is executed by both parties BETWEEEN:
EXHIBIT
10.1
THIS
THIRD SUBLEASE AMENDING AGREEMENT is made as of the later date that this
agreement is executed by both parties
BETWEEEN:
SONIC
SOLUTIONS
(hereinafter
called “Sonic”)
OF
THE
FIRST PART
AND
ENTRUST,
INC.
(hereinafter
called “Entrust”)
OF
THE
SECOND PART
WHEREAS:
A.
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Sobrato
Interests II, a California limited partnership (the “Master Lessor”), as
landlord, and Entrust, as tenant, entered into a certain lease dated
November 14, 2000 for the building commonly known as 000 Xx Xxxxxx
Xxxx,
Xxxxx Xxxxx, Xxxxxxxxxx, which lease was amended by a first amendment
to
lease made July 26, 2001, and was further amended by an amendment
of lease
made August 12, 2002 (the lease as so amended being herein called
the
“Master Lease”);
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B.
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Entrust,
as sublessor, and Roxio, as sublessee, entered into a certain sublease
agreement made as of October 31, 2001 which sublease was amended
by an
amending agreement made as of September 30, 2002 (the sublease as
so
amended being herein called the “Roxio
Sublease”);
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C.
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By
a landlord’s consent to sublease entered into between the Master Lessor,
Entrust and Roxio, the Master Lessor consented to the Roxio Sublease;
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D.
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From
and after December 17, 2004, Roxio assigned to Sonic all of its right,
title and interest in the Roxio Sublease and the parties amended
said
sublease pursuant to a tri-partite agreement made December 17, 2004
(the
Roxio Sublease as so amended herein called the “Sublease”).
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NOW
THEREFORE THIS AMENDING AGREEMENT WITNESSES
that in
consideration of the mutual covenants herein contained and subject to the terms
and conditions hereinafter set forth, the parties agree to amend the Sublease
as
follows:
1.
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EXERCISE
OF OPTION TO EXTEND.
The term of the Sublease will be extended to March 31, 2011 pursuant
to
section 2.2 of the Sublease. For greater certainty, the Sublease
will
expire on March 31, 2011 (rather than April 30, 2011 as originally
contemplated in section 2.2 of the Sublease), unless extended to
May 14,
2011 pursuant to Section 5(i) of this Amending
Agreement.
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2.
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BASE
RENT DURING OPTION PERIOD.
Effective December 1, 2006, the monthly Base Rent shall be according
to
the following rate schedule, multiplied by 75,598 square
feet:
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Rental
Period
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Monthly
Base Rental Rate/Sq foot
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December
1, 2006 - November 30, 2007
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$1.26
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December
1, 2007 - November 30, 2008
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$1.30
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December
1, 2008 - November 30, 2009
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$1.34
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December
1, 2009 - November 30, 2010
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$1.38
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December
1, 2010 - March 31, 2011
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$1.42
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if
applicable,
April
1, 2011 - May 14, 2011
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$1.42
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3.
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LETTER
OF CREDIT:
Section 13.2 of the Sublease shall be amended to adjust the Letter
of
Credit to one million dollars (US$1,000,000), with no further adjustments,
up or down. Except as amended by the foregoing sentence, all other
terms
and conditions of such section 13.2 to continue unamended.
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4.
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FURNITURE:
Upon the expiration date of the Sublease, Entrust, Inc. shall be
deemed to
have sold the Furniture to Sonic Solutions (and Sonic Solutions shall
be
deemed to have purchased the same) on a completely “as is, where is” basis
for $1.00. Sonic Solutions acknowledges and agrees that Entrust,
Inc.
provides no representations or warranties whatsoever with respect
to the
Furniture. Further, Sonic Solutions acknowledges and agrees to remove
all
of the Furniture from the Subleased Premises prior to the end of
the term
of the Sublease unless Sonic Solutions enters into a new lease for
the
Subleased Premises with the Master Lessor as contemplated by section
4 of
this agreement. If any taxes are eligible on the value of the Furniture
transferred, such taxes shall be Sonic Solution’s
responsibility.
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5.
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NEW
LEASE WITH MASTER LESSOR:
Entrust, Inc. enjoys the benefit of an option to extend the term
of the
Master Lease for a further five (5) year period commencing May 15,
2011.
Entrust, Inc. acknowledges that Sonic Solutions may wish to enter
into a
new lease with the Master Lessor for the Subleased Premises upon
the
expiration of the initial term of the Master Lease on May 14, 2011.
To
this end, Entrust, Inc. will agree to (1) waive its option to extend
the
term of the Master Lease; and (2) pay to Sonic $75,000; provided,
however
that Sonic Solutions first provides written notice to Entrust delivered
not later than June 30, 2010 (being forty five (45) days prior to
the
exercise date of such option to extend) that it has agreed to enter
into a
new lease with the Master Lessor for the period commencing May 15,
2011,
and in which case the following shall
apply:
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(i) the
term
of the Sublease shall be extended, on the same terms and conditions, to May
14,
2011;
(ii) Sonic
Solutions agrees to obtain the Master Lessor’s agreement that Entrust, Inc. is
released of any obligation to remove any Alterations (as defined by the Master
Lease) or restore the Premises, failing which, Sonic Solutions agrees to assume
all of Entrust, Inc.’s obligations with respect to the condition or state of the
Premises (including without limitation, the Initial Tenant Improvements,
notwithstanding section 7.2 of the Sublease to the contrary) upon the expiration
of the term of the Master Lease, including without limitation, Entrust Inc.’s
obligations pursuant to sections 3C, 6B and 12A of the Master Lease; and
(iii) Sonic
Solutions shall deposit with the Master Lessor a letter of credit in
substitution of Entrust, Inc.’s Security Deposit held by the Master Lessor
pursuant to section 4C of the Master Lease, or alternatively (at Sonic
Solutions’s option), arrange for the release of the letter of credit deposited
by Entrust, Inc.
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with
the
Master Lessor in satisfaction of such Security Deposit under the Master Lease,
such substitution or release, as the case may be, to be completed prior July
15,
2011.
Such
$75,000 payment will be due from Entrust upon completion of the
requirements set out in paragraphs 5(ii) and 5(iii) above by Sonic
Solutions.
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6.
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INTERPRETATION.
Unless and to the extent specifically provided to the contrary in
this
agreement, where used in this agreement any word or term which is
specifically defined in the Sublease shall have the same meaning
as
ascribed to it in the Sublease.
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7.
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COUNTERPARTS
AND FACSIMILE. This
amending agreement may be executed in any number of counterparts.
Each
executed counterpart shall be deemed to be an original and all executed
counterparts taken together shall constitute one agreement. Each
of the
parties hereto may execute this amending agreement by signing any
such
counterpart. Each party hereto agrees that a copy of any signature
page of
this amending agreement with a facsimile form of the signature of
the
person or persons signing this amending agreement on behalf of such
party
shall constitute all required evidence of the execution and delivery
of
this amending agreement by such party, it being agreed by the parties
that
execution of this amending agreement by facsimile transmission is
binding.
Each party that executes this amending agreement by facsimile
transmission, shall as soon as reasonably practicable thereafter
forward
to each of the other parties originally executed copies of the
same.
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8.
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INCONSISTENCY.
In
the event of any inconsistency or conflict between the terms of this
amending agreement and the terms of the Sublease with respect to
the
matters which are the subject of this amending agreement, the terms
of
this amending agreement shall control.
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9.
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RATIFICATION.
Except
as expressly amended by this amending agreement, the terms and provisions
of the Sublease are hereby ratified, confirmed, and shall remain
in full
force and effect.
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IN
WITNESS WHEREOF
the
parties hereto have duly executed this amending agreement.
SIGNED,
SEALED AND DELIVERED
In
the presence of
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SONIC
SOLUTIONS
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Per:
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Name:
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Title:
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Date:
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ENTRUST,
INC.
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Per:
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Name:
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Title:
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Date:
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