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EXHIBIT 10.4
LEASE TERMINATION AGREEMENT
THIS LEASE
TERMINATION AGREEMENT ("AGREEMENT") dated for reference
purposes only as of the 14th day of
September, 2005, is entered into by and
between CARDIAC SCIENCE, INC., a Delaware
corporation, and its successors and
assigns (collectively, "TENANT"), and
TERRACE TOWER ORANGE COUNTY, LLC, a
Delaware limited liability company and its
successors and assigns (collectively,
"LANDLORD"), for the premises located at
1900 Main Street, Suite 700, Irvine,
California 92614 (the "PREMISES").
1.
Landlord and Tenant are parties to that certain Lease for the
Premises
dated March 31, 2003 (the "LEASE"). The
term of the Lease is scheduled to expire
September 30, 2008. However, Landlord and
Tenant desire to terminate the Lease
early upon the terms and conditions set
forth herein. Defined terms which are
used in this Agreement without definition
have the meanings given to them in the
Lease.
2. Subject
to satisfaction of the terms and conditions set forth below,
including, without limitation, the
consummation of a Replacement Lease as set
forth below in Paragraph 4 and Landlord's
receipt of the Termination Fee (as
defined below in Paragraph 3), and provided
Tenant complies with all terms and
conditions of the Lease through the
Termination Date (as defined below), in
consideration of the mutual promises
contained herein, (i) Tenant shall
surrender all rights under the Lease and
possession of the Premises not later
than December 31, 2005 (the "OUTSIDE
SURRENDER DATE") and (ii) all obligations
of Tenant to pay Monthly Base Rent and
additional rent (as defined in Section
5(a) of the Lease) under the Lease (but not
Tenant's obligation to pay
Termination Fee installments as provided in
Paragraph 3 below) shall terminate
on the date Tenant actually surrenders
possession of the Premises to Landlord
(the "ACTUAL SURRENDER DATE"), provided in
no event shall Tenant's obligation to
pay Monthly Base Rent, additional rent and
parking charges terminate prior to
October 31, 2005 regardless of any earlier
Actual Surrender Date. Tenant agrees
to leave the Premises vacant, broom clean
and in good order, condition and
repair on the Actual Surrender Date, with
all of Tenant's personal property
removed to the extent required by the Lease
as well as all phone and data
cabling removed from the Premises at
Tenant's sole cost and expense, and Tenant
shall otherwise comply with the provisions
of the Lease regarding surrender of
the Premises as of the Actual Surrender
Date. Notwithstanding any provision of
the Lease or this Agreement to the
contrary, Landlord hereby agrees that (i)
other than Tenant's phone and data cabling
which is to be removed by Tenant upon
Tenant's surrender of the Premises at
Tenant's sole cost and expense, Tenant
shall not be required to remove any Tenant
Improvements or Alterations at any
time or pay for any damage to the Premises
caused by any such removal, and (ii)
Landlord shall not treat any Tenant
Improvements or Alterations as abandoned.
3. As
consideration for Landlord's agreement to terminate the Lease
early,
Tenant shall pay to Landlord in cash or
wire transfer of funds, the sum of Six
Hundred Fifty Thousand and No/100ths
Dollars ($650,000.00) (the "TERMINATION
FEE") as follows: Four Hundred Thousand and
No/100ths Dollars ($400,000.00)
shall be due and payable by Tenant on
November 1, 2005. The remaining balance of
Two Hundred Fifty Thousand and No/100ths
Dollars ($250,000.00) shall be due and
payable by Tenant in five (5) equal monthly
installments of Fifty Thousand and
No/100ths Dollars ($50,000.00) on the first
day of each calendar month
commencing on December 1, 2005 and ending
on April 1, 2006. Tenant's payment of
the monthly installments of Fifty Thousand
and No/100ths Dollars ($50,000.00)
per month for the months of November and
December shall be in lieu of Monthly
Base Rent and Operating Expenses for such
months, provided Tenant s
