LEASE TERMINATION
AGREEMENT
This LEASE TERMINATION AGREEMENT (this
"Agreement") is made this 30th day of January, 2009 by and between
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a New York
corporation, for the benefit of its Separate Real Estate Account
("Landlord"), and PEERLESS SYSTEMS IMAGING PRODUCTS, INC., a
Washington corporation ("Tenant").
RECITALS
A. Landlord, as successor-in-interest to
Intrarock 1 LLC and BIT Holdings Forty-Eight, Inc., is the landlord
and Tenant is the tenant under a certain lease dated March 15,
2000, as amended by Amendment to Lease dated October 1, 2004
(collectively, the “Lease”), for premises
(“Premises”) consisting of 10,756 rentable square feet
and located on the fourth (4 th )
floor of the building commonly known as the Creekside One Building
at 20415 – 72 nd Avenue South, Kent, Washington.
B. Tenant wishes to obtain early termination of
the Lease.
C. Landlord is willing to agree to early
termination of the Lease on the terms and conditions set forth
herein.
AGREEMENT
NOW, THEREFORE, for good and valuable
consideration, the parties agree as follows:
1. Termination of Lease . The
Expiration Date of the Lease hereby is accelerated to January 31,
2009. However, if Tenant fails to comply with any or all
of its covenants or obligations under the following Article 2 (time
being of the essence), then without any limitation on
Landlord’s options or remedies, Landlord at its option may
void this Agreement upon providing written notice to Tenant, in
which case the Lease shall continue in full force and
effect.
2. Termination Payments . As
material consideration for Landlord's agreement to such accelerated
lease termination, Tenant covenants and agrees as
follows:
a. Tenant shall pay Landlord the total sum of
Two Hundred Ninety-Five Thousand Eight Hundred Eighty-Five and
41/100 Dollars ($295,885.41) (the "Lease Termination Payment"), by
good and sufficient check drawn on good and sufficient funds, on or
before February 2, 2009. The Termination Payment
consists of the following amounts:
(i) A termination fee in the amount of Two
Hundred Eighty-Nine Thousand Nine Hundred Eleven and 0/100 Dollars
($289,911.00);
(ii) Late Rent for January 2009 in the amount of
Nine Hundred Seventy-Four and 41/100 Dollars ($974.41);
and
(iii) Five Thousand and 0/100 Dollars
($5,000.00) to be held as the Security Deposit under the
Lease. (As of January 29, 2009, the entire Security
Deposit previously paid under the Lease had been applied towards
Tenant’s prior Lease defaults.) Within a
reasonable time following the Expiration Date, Landlord shall
inspect the Premises and determine whether Tenant has left the same
in a good and clean condition, free of personal property and
otherwise in compliance with Tenant’s Lease obligations
related to surrender of the Premises. Landlord may apply
this $5,000 Security Deposit towards any failure by Tenant to
comply with the previous sentence (but this $5,000 Security Deposit
shall not l
