SUB-LEASE TERMINATION AGREEMENT
AND RELEASE
This Sub-Lease Termination Agreement
and Release (" Agreement ") is entered into as of February
19, 2009, by and between PureDepth, Inc., a Delaware corporation ("
Sublessor ”) and Precise Software Solutions, Inc., a
Delaware corporation (" Sublessee ”).
F
A C
T S
A.
On or about March 24, 2008, Sublessor and Sublessee entered into a
Sublease (the " Sub l ease ") pursuant to which
Sublessor agreed to sublease certain premises to Sublessee commonly
known as Suite 350, 3 Twin Dolphin, Redwood City, California (the "
Premises ").
B.
Sublessor and Sublessee have agreed to terminate the Sublease on
the terms and conditions set forth below.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as
follows:
1.
Execution of New Lease
. Sublessor’s obligations
under this Agreement are conditioned and contingent upon the
termination of Sublessor’s Lease (the “ Master
Lease ”) with the Landlord on the “Termination
Date” specified in the separate Lease Termination Agreement
executed by and between Sublessor and the Landlord. Sublessor makes
no representation or warranty to Sublessee that the Lease
Termination Agreement executed by and between Sublessor and the
Landlord will become effective. If the Lease Termination
Agreement executed by and between Sublessor and the Landlord does
not become effective, Sublessor shall have the option, in
Sublessor’s sole and absolute discretion, to elect upon
written notice to Sublessee to terminate this Agreement. In
the event that Sublessor elects to terminate this Agreement, from
and after the date of Sublessor’s election, this Agreement
shall be of no further force and effect and the Sublease shall
remain in full force and effect as if this Agreement had never been
entered into.
2.
Delivery of Possession
. Sublessee, as it may be instructed by
Sublessor, shall deliver possession of the Premises to either
Landlord or Sublessor in its “as is” condition one (1)
business day after Sublessor gives Sublessee written notice that
the Lease Termination Agreement executed by and between Sublessor
and the Landlord has become effective.
3.
Termination of Sublease
. The Sublease shall be deemed
terminated on the date Sublessee delivers possession of the
Premises to Sublessor or Landlord pursuant to Section 2 above (the
" Sublease Termination Date "). Prior to the Sublease
Termination Date, the Sublease shall remain in full force and
effect and Sublessee shall pay all Rent and other amounts payable
by Sublessee under the Sublease for periods accruing prior to the
Sublease Termination Date. Sublessee’s obligation to
pay such amounts shall survive the termination of the
Sublease.
4.
Section 4 is intentionally left blank
5.
Indemnity . Notwithstanding the termination of the
Sublease and Section 8 below, Sublessee shall indemnify, defend and
hold harmless Sublessor from all demands, expenses, claims, losses,
causes of action and damages or suits of any nature whatsoever
which arise out of the acts or omissions of Sublessee prior to the
termination of the Sublease which were Sublessee's responsibility
under the Sublease. Sublessee's obligations under Section 11 of the
Sublease shall survive the termination of the Lease, and
Sublessee's obligations under Section 11 of the Sublease shall not
be released pursuant to Section 8 of this
Agreement.
6.
No Subtenancies
. Sublessee represents and warrants
that Sublessee has not subleased all or any portion of the Premises
to any person or entity and that Sublessee has not assigned the
Sublease.
7.
Release of Sublessor
. As of the Sublease Termination
Date, Sublessee, for itself and for its affiliated corporations,
limited liability companies and partnerships, officers, directors,
shareholders, agents, representatives, employees, attorneys,
shareholders, successors
