TERMINATION OF SUBLEASE AGREEMENT
THIS TERMINATION OF SUBLEASE AGREEMENT is made and entered into this 27th day
of June, 2000, by and between EXE Technologies, Inc., a Delaware corporation
("Sublessor"), and iOpen, Inc. (successor to x-Xxxx.xxx, LLC), a Delaware
corporation ("Sublessee").
BACKGROUND OF AGREEMENT
Sublessor is leasing certain space (the "Main Premises") in an office
building located at 0000 Xxxxxxx Xxxx, Xxxxxxxxx, XX (the "Building"),
pursuant to that certain Lease Agreement dated April 3, 1995, as amended,
between Xxxxxxx Office Associates, L.P., as landlord, and Sublessor, as
tenant (the "Master Lease"), a copy of which has been furnished to Sublessee;
and
Sublessee is subleasing from Sublessor a portion of the Main Premises
consisting of 2,908 square feet of rentable area on the sixth floor of the
Building (the "Subleased Premises"), pursuant to that certain Sublease
Agreement dated December 29, 1999, between Sublessor and Sublessee (the
"Sublease"), a copy of which is attached hereto as EXHIBIT A.
The Sublease was executed and delivered by the parties in consideration of
the execution and delivery of a Subscription Agreement of even date
therewith, between Sublessor and Sublessee (the "Subscription Agreement"),
and in conjunction with the execution and delivery of a Warrant of even date
therewith, issued by Sublessee to Sublessor (the "Warrant" and, together
with the Subscription Agreement, the "Transaction Documents"). Sublessor
and Sublessee desire to terminate the Sublease upon the terms and conditions
set forth herein, without, however, affecting the Transaction Documents or
the transactions contemplated thereby.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending
to be legally bound hereby, covenant and agree as follows.
1. The Sublease is hereby terminated and canceled and of no further force
or effect as of July 1, 2000 (the "Effective Date"), and Sublessee
releases, relinquishes and quit claims to Sublessor any and all right, title,
interest or demand possessed or claimed by Sublessee in or to the Subleased
Premises as of the Effective Date.
2. This Agreement does not amend, waive, release, alter, modify or
otherwise affect any of the parties' rights or obligations under the
Transaction Documents or the transactions contemplated thereby, and does not
amend, waive, release, alter, modify or otherwise release either party for
any acts or omissions under the Sublease prior to the Effective Date.
3. Lessee shall surrender the Subleased Premises to Sublessor on and as of
the Effective Date, in their current "AS IS, WHERE IS" condition; provided,
however, that prior to surrendering the Subleased Premises, Sublessee shall
remove therefrom any and all of Sublessee's furniture, movable fixtures,
equipment and personal property, but Sublessee shall not
remove therefrom any of Sublessor's furniture, movable fixtures, equipment or
personal property.
4. As a material inducement to Sublessee entering into this transaction,
and as a condition of Sublessee's agreement to an early termination of the
Sublease and surrender of the Subleased Premises, Sublessor covenants and
agrees to remit to Sublessee, without prior notice, demand, set off or
counterclaim of any kind or type, on or before July 1, 2000 and on or before
the first day of each calendar month hereafter, though December 31, 2000, six
monthly payments in the sum of $4,166.67.
5. The $5,000 security deposit paid to by Sublessee to Sublessor upon
execution of the Sublease shall be refunded to Sublessee on or before July 1,
2000.
6. This Agreement shall be governed by Pennsylvania law, without reference
to principles of conflicts of law.
IN WITNESS WHEREOF, Sublessor and Sublessee have executed this Agreement, by
their duly authorized officers, as of the day and year first above written.
EXE Technologies, Inc.
By: /s/ Xxxxxxxxxxx X. Xxxxxx
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Name: Xxxxxxxxxxx X. Xxxxxx
Title: SVP - Administration
xXxxx.xxx, Inc.
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: COO & CFO
EXHIBIT A
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COPY OF THE SUBLEASE
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A-1
