TERMINATION
AGREEMENT
THIS TERMINATION AGREEMENT is by and
between WAVE WIRELESS CORPORATION, a Delaware Corporation (formerly
known as “P-COM, INC.”) (“Tenant”) and
LAKEWOOD RANCH PROPERTIES, LLC, a Florida Limited Liability Company
(“Landlord”).
RECITALS
WHEREAS, on January 15, 2000,
Landlord and Speedcom Wireless Corporation executed a Lease
Agreement, whereby Speedcom Wireless Corporation leased from
Landlord, an agreed thirty-eight thousand, six hundred forty-four
(38,644) square feet of rentable space in a building located at
7020 Professional Parkway East, Sarasota, Sarasota County, Florida;
and
WHEREAS, said Lease was modified by
an Agreement dated February 13, 2003, which reduced the Lease
to the top floor of the building; and,
WHEREAS, said Lease was further
modified by an Amendment dated March 27, 2003; and
WHEREAS, Tenant assumed the Lease, as
modified, with Landlord pursuant to its Purchase Agreement with
Speedcom Wireless Corporation; and,
WHEREAS, Tenant and Landlord wish to
terminate the aforesaid Lease, as it currently exists between
Landlord and Tenant, pursuant to the terms hereinafter
provided.
NOW THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the
receipt and sufficiency are hereby acknowledged, it is agreed as
follows:
1. Termination of
Lease . The parties agree that the above-described Lease,
as amended, shall be terminated upon both of the following items
being completed: (1) the full execution of this Agreement, and
(2) upon payment of all of the sums due and owing from Tenant
to Landlord, under the terms of this Agreement.
2. Vacation of
Premises . As part of the terms and conditions of this
Agreement, Tenant agrees to vacate the leased property.
3. Attorneys Fees
. As part of the terms and conditions of this Agreement, each party
shall bear their own attorneys fees and costs. Notwithstanding the
foregoing, Tenant acknowledges that pursuant to the terms of its
Lease with Landlord, Tenant is responsible for legal fees incurred
by Landlord for matters such as assignment of the Lease,
modifications to the Lease, etc. To satisfy such obligations in
full, the parties have agreed that with the commencement of the
full execution of this Agreement, Tenant shall immediately wire to
Landlord the agreed-to sum of Ten Thousand Dollars ($10,000.00),
which sum represents (a) payment in full for previous legal
fees incurred by Landlord on such matters on account of Tenant, in
the amount of Five Thousand Dollars ($5,000.00), and (b) an
additional Five Thousand Dollar ($5,000.00) amount to satisfy the
legal fees which Landlord has/will incur in connection with the
negotiation and preparation of this Agreement. The said Ten
Thousand Dollar ($10,000.00) cumulative payment must be received by
Landlord no later than October 21, 2005.
4. Lease Termination
Payments . Tenant agrees that the total sum of Three
Hundred Thousand Dollars ($300,000.00), as required under this
section, shall be paid in full, no later than one hundred twenty
(120) days from
