Exhibit 10.1
TERMINATION OF
LEASE
THIS AGREEMENT is made and entered
into and dated for purposes of reference as of March 20, 2009,
between LANDMARK BUILDING ONE, LLC, a California limited liability
company, (“Landlord”) and OVERSTOCK.COM, INC., a
Delaware corporation (“Tenant”).
RECITALS:
WHEREAS, on or about
February 16, 2006, Tenant entered into that certain Lease
Agreement (the “Lease”) with Natomas Towne Center, LLC,
a California limited liability company, as landlord; and
WHEREAS, on or about
November 15, 2007, Natomas Towne Center, LLC assigned all of
its right, title and interest in and to the Lease to Landlord;
and
WHEREAS, Tenant desires to terminate
the Lease, as amended; and Landlord has agreed to such
termination.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
acknowledged, Landlord and Tenant hereby agree as
follows:
1.
Incorporation of Recitals . The parties agree that the
foregoing Recitals are true and correct and incorporated in this
Agreement by reference.
2.
Effective Date . The parties agree that the effective date
of the termination (the “Effective Date”) shall be
February 28, 2009.
3.
Termination of Lease . On the Effective Date of this
Agreement, the Lease, as amended, shall be fully and finally
surrendered and terminated. Tenant shall be deemed to have
surrendered possession of the Premises to Landlord in accordance
with the provisions of the Lease on the Effective Date. Tenant
agrees to remove all personal property from the Leased Premises,
and shall deliver possession of the Leased Premises to Landlord on
or before the Effective Date, broom clean and in as good condition
as at the time Tenant first took possession thereof, normal wear
and tear accepted. In the event Tenant shall not deliver the Leased
Premises to Landlord as described in this parag
