Exhibit 10.4
Spherix
Incorporated
LEASE TERMINATION
AGREEMENT
This Lease Termination Agreement
(“Agreement”) is made and entered into this 1
st day of August, 2007 by and between Indian
Creek Investors, LLC, a Maryland limited liability company,
successor-in-interest to Liberty Property Limited Partnership
(“Landlord”) and Spherix Incorporated , a
Delaware corporation, successor in interest to Biospheries
Incorporated (“Tenant”).
W I T N E S S E T
H:
WHEREAS, Landlord
and Tenant, through their predecessors-in-interest, are parties to
a Lease Agreement dated November 7, 1997 (the “Current
Lease”), whereby Landlord leases to Tenant certain real
property containing approximately 51,625 rentable square feet of
space located at 12051 Indian Creek Court, Beltsville, Maryland
(the “Original Premises”); and
WHEREAS,
InfoSpherix Incorporated, a wholly-owned subsidiary of Tenant
(“InfoSpherix”), is negotiating a new lease for
alternative premises containing approximately 13,338 rentable
square feet located at 22530 Gateway Center Drive, Clarksburg,
Maryland (the “New Premises”) in a different
office/warehouse project commonly referred to as Gateway 270 (the
“New Lease”);
WHEREAS, Tenant has agreed to sell all of the
issued and outstanding capital stock of InfoSpherix to The Active
Network, Inc., and such sale is expected to close in the near
future.
WHEREAS, it is expected that Tenant and
InfoSpherix will continue to share the Original Premises following
the sale of InfoSpherix until such time as InfoSpherix moves into
the New Premises.
WHEREAS , after the
full execution of the New Lease by InfoSpherix and the landlord of
the New Premises, the parties desire to terminate the Current Lease
in accordance with the terms and conditions of this Agreement.
NOW THEREFORE , in
consideration of the mutual covenants herein made, Landlord and
Tenant hereby enter into this Agreement and state as follows:
1.
Recitals . The foregoing recitals are incorporated herein by
this reference.
2.
Possession. Except as expressly set forth herein,
conditioned upon: (i) all of the parties’ full execution of
this Agreement, (ii) the Tenant paying the Termination Fee (defined
below), and (iii) the full execution of the New Lease, Tenant
agrees that it will move from the Original Premises and InfoSpherix
will move into the New Premises on or before the Commencement Date
under the New Lease, which date is targeted as November 1,
2007.
3.
Rent . Tenant agrees that it must pay Minimum Rent, Annual
Operating Expenses, utility charges and Tenant’s
Proportionate Share of Impositions and Landlord’s cost of
insurance
1
and
any other charges (collectively herein referred to us
“Rent”) under the Current Lease until the Commencement
Date under the New Lease. Except as provided immediately below,
Tenant’s obligation to pay Rent under the Current Lease will
continue until Tenant has properly surrendered the Original
Premises. Notwithstanding the foregoing, if the Commencement Date
under the New Lease does not occur by December 31, 2007, and such
delay is not caused by the Tenant’s actions or omissions,
then, beginning on January 1, 2008, the Tenant shall pay Base Rent,
Tenant’s Share Real Real Estate Taxes and Operating Expenses,
utilities and all other charges specified in the New Lease and not
the Rent as outlined in the Current Lease.
4.
Premises . Tenant agrees to vacate and surrender the
Original Premises broom-clean and as otherwise required hereunder
and under Section 21 of the Current Lease on or before the New
Lease Commencement Date. Tenant hereby relinquishes any right which
it mav have under the Current Lease to possession or occupancy of
the Original Premises from and after the date Tenant has properly
vacated and surrendered the Original Premises.
5.
Termination Fee . (a) Except as expressly set forth herein,
and as long as Tenant is not in default under the Current Lease or
InfoSpherix is not in default under the New Lease, upon (i) all of
the parties’ execut
