Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G Registration of Securities of a Small-Business 84 323K
Issuer
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 21 66K
Liquidation or Succession
3: EX-3.1 Articles of Incorporation/Organization or By-Laws 5 21K
4: EX-3.2 Articles of Incorporation/Organization or By-Laws 3 16K
5: EX-3.3 Articles of Incorporation/Organization or By-Laws 12 39K
6: EX-4.1 Instrument Defining the Rights of Security Holders 2 14K
7: EX-10.1 Material Contract 10 52K
16: EX-10.10 Material Contract 6 28K
17: EX-10.11 Material Contract 23 78K
18: EX-10.12 Material Contract 53 150K
19: EX-10.13 Material Contract 19 58K
20: EX-10.14 Material Contract 2 17K
21: EX-10.15 Material Contract 20 55K
22: EX-10.16 Material Contract 1 12K
23: EX-10.17 Material Contract 7 48K
24: EX-10.18 Material Contract 2 15K
25: EX-10.19 Material Contract 15 62K
8: EX-10.2 Material Contract 17 53K
26: EX-10.20 Material Contract 8± 42K
27: EX-10.21 Material Contract 10 35K
28: EX-10.22 Material Contract 5 32K
29: EX-10.23 Material Contract 5 33K
30: EX-10.24 Material Contract 5 34K
31: EX-10.25 Material Contract 5 20K
32: EX-10.26 Material Contract 3 21K
33: EX-10.27 Material Contract 17± 78K
34: EX-10.28 Material Contract 3 23K
35: EX-10.29 Material Contract 8 41K
9: EX-10.3 Material Contract 8 30K
36: EX-10.30 Material Contract 4 27K
37: EX-10.31 Material Contract 16 76K
10: EX-10.4 Material Contract 4 23K
11: EX-10.5 Material Contract 6± 33K
12: EX-10.6 Material Contract 10 40K
13: EX-10.7 Material Contract 13 51K
14: EX-10.8 Material Contract 8 24K
15: EX-10.9 Material Contract 2 17K
38: EX-21.1 Subsidiaries of the Registrant 1 10K
39: EX-27.1 Financial Data Schedule (Pre-XBRL) 1 14K
SUBLEASE
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THIS SUBLEASE (this "Sublease") is dated for reference purposes as of February
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1, 1999, and is made by and between Summit Microelectronics, a California
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corporation ("Sublandlord"), and Photoloft, Inc., a _____________ corporation
("Subtenant"). Sublandlord and Subtenant hereby agree as follows:
1. RECITALS: This Sublease is made with reference to the fact that The
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Manufacturers Life Insurance Company, as Landlord ("Master Landlord"), and
Sublandlord, as tenant, are parties to that certain Lease dated _____, (the
"Lease"), with respect to those certain premises described therein (the "Master
Premises"), in that certain building (the "Building") located at 300 Orchard
City Drive, Campbell, California. A copy of the Master Lease is attached hereto
as Exhibit A. Capitalized terms used and not defined herein shall have the
meaning ascribed to them in the Master Lease.
2. SUBLEASED PREMISES: Subject to the terms and conditions of this
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Sublease, Sublandlord hereby subleases to Subtenant, and Subtenant, and
Subtenant hereby subleases from Sublandlord, a portion of the Master Premises
deemed to be approximately 1288 rentable square feet as more particularly
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described on Exhibit B attached hereto and incorporated herein by reference
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(hereinafter, the "Subleased Premises").
3. TERM:
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A. TERM. The term (The "Term") of this Sublease shall be for the
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period commencing on the later of 1 Feb, 99 or the date by which Master
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Landlord consents to this Sublease (the "Commencement Date") and ending 1 Sept,
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99, unless this Sublease is sooner terminated pursuant to its terms or the
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Master Lease is sooner terminated pursuant to its terms (the "Expiration Date").
B. OPTION TO EXTEND. Subtenant shall have no options or rights to
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extend the Term of this Sublease or expand the Subleased Premises.
4. RENT:
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A. BASE RENT. Commencing on the Commencement Date and continuing
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each month throughout the Term of this Sublease, Subtenant shall pay to
Sublandlord as base rent for the Subleased Premises equal monthly installments
of $2,770.20 ("Base Rent"). Base Rent and Additional Rent, as defined in
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Paragraph 4.B below, (collectively, hereinafter "Rent") shall be paid in advance
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on or before the first (1st) day of each month. Rent for any period during the
Term hereof which is for less than one (1) month of the Term shall be a pro rata
portion of the monthly installment based on a thirty (30) day month. Rent shall
be payable without notice or demand and without any deduction, offset, or
abatement, in lawful money of the United States of America. Rent shall be paid
directly to Sublandlord at ___________, Attention: _______________, or such
other address as may be designated in writing by Sublandlord.
B. ADDITIONAL RENT. All monies other than Base Rent required to
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be paid by Subtenant under this Sublease, including, without limitation,
__________ payable by Subtenant under the Master Lease, and all amounts payable
by Sublandlord to the master Landlord with respect to or reasonably allocable to
the Subleased Premises shall be deemed additional rent ("Additional Rent").
C. PREPAYMENT OF RENT. Upon execution hereof by Subtenant,
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Subtenant shall pay to Sublandlord the sum of _________ ($________), which shall
constitute Base Rent for the first (1st) month of the Term.
5. SECURITY DEPOSIT: Upon execution hereof by Subtenant, Subtenant
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shall deposit with Sublandlord the sum of five thousand Dollars and no/100ths
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($5,000.00) (the "Security Deposit"), in cash, as security for the performance
by Subtenant of the terms and conditions of this Sublease. If Subtenant fails
to pay Rent or other charges due under this Sublease or otherwise defaults with
respect to any provision of this Sublease, then Sublandlord may draw upon, use,
apply or retain all or any portion of the Security Deposit for the payment of
any Rent or other charge in default, for the payment of any other sum which
Sublandlord has become obligated to pay by reason of Subtenant's default, or to
compensate Sublandlord for any loss or damage which Sublandlord has suffered
thereby. If Sublandlord so uses or applies all or any portion of the Security
Deposit, then Subtenant, within ten (10) days after demand by Sublandlord
therefor, shall deposit cash with Sublandlord in the amount required to restore
the Security Deposit to the full amount stated above. Sublandlord may commingle
the Security Deposit with its own funds and Subtenant shall not be entitled to
interest on the Security Deposit. Upon the expiration of this Sublease and
Subtenant's vacation of the Subleased Premises, provided Subtenant is not in
default under the terms of this Sublease, Sublandlord shall return to Subtenant
so much of the Security Deposit as has not been applied to Sublandlord pursuant
to this Paragraph, or which is not otherswise required to cure Subtenant's
defaults.
6. HOLDOVER: Subtenant acknowledges that the Termination Date of the
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Master Lease is __________ and that it is critical that Subtenant surrender the
Subleased Premises on or before the Expiration Date in accordance with the terms
of this Sublease. Accordingly, Subtenant shall indemnify, defend and hold
harmless Sublandlord from and against all losses, costs, claims, liabilities and
damages resulting from Subtenant's failure to surrender the Subleased Premises
on the Expiration Date in the condition required under the terms of this
Sublease (including, without limitation, any liability or damages sustained by
Sublandlord as a result of a holdover of the Master Premises by Sublandlord
occasioned by the holdover of the Subleased Premises by Subtenant). In
addition, Subtenant shall pay Sublandlord holdover rent equal to two hundred
percent (200%) of Base Rent plus any Additional Rent payable hereunder for any
period from the Expiration Date through the date Subtenant surrenders the
Premises in the condition required hereunder.
7. REPAIRS: The parties acknowledge and agree that Subtenant is
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subleasing the Subleased Premises on an "AS IS" basis, and that Sublandlord has
made no representations or warranties, express or implied, whatsoever, with
respect to the Subleased Premises, including, without limitation, any
representation or warranty as to the suitability of the Subleased Premises for
Subtenant's intended use. Sublandlord shall have no obligation whatsoever to
make or pay the cost of any alterations, improvements or repairs to the
Subleased Premises, including, without limitation, any improvement or repair
required to comply with any law, regulation, building code or ordinance
(including the Americans with Disabilities Act of 1990, as may be amended). In
addition, Sublandlord shall have no obligation to perform any repairs or any
other obligation of Master Landlord required to be performed by Master Landlord
and Subtenant shall look solely to Master Landlord for performance of said
obligations. Sublandlord shall, however, request performance of the same in
writing from Master Landlord promptly after being requested to do so by
Subtenant, and shall use Sublandlord'' reasonable efforts (not including the
payment of money, the incurring of any liabilities, or the institution of legal
proceedings) to obtain Master Landlord's performance.
8. RIGHT TO CURE DEFAULTS: If Subtenant fails to pay any sum of money
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to Sublandlord, or fails to perform any other act on its part to be performed
hereunder, then Sublandlord may, but shall not be obligated to, make such
payment or perform such act. All such sums paid, and all reasonable costs and
expenses of performing any such act, shall be deemed Additional Rent payable by
Subtenant to Sublandlord upon demand, together with interest thereon at the
lesser of (i) ten percent (10%) per annum or (ii) the maximum rate allowable
under law (the "Interest Rate") from the date of the expenditure until repaid.
9. INDEMNITY: Except to the extent caused by the gross negligence or
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willful misconduct of Sublandlord, its agents, employees or contractors,
Subtenant shall indemnify, defend with counsel reasonably acceptable to
Sublandlord, protect and hold harmless Sublandlord and its agents, employees,
directors, shareholders, contractors and representatives from and against any
and all losses, claims, liabilities, judgements, causes of actions, damages,
costs and expenses (including, without limitation, reasonable attorneys' and
experts' fees), caused by or arising in connection with: (i) the use,
occupancy, operation or condition of the Subleased Premises; (ii) the negligence
or willful misconduct of Subtenant or its agents, employees, contractors or
invitees; and (iii) a breach of subtenant's obligations under this Sublease or
the provisions of the Master lease assumed by Subtenant hereunder. Subtenant's
covenants under this Paragraph shall survive termination of this Sublease.
10. ASSIGNMENT AND SUBLETTING: Subject to the terms of the Master
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Lease, incorporated herein, as modified by this Sublease, Subtenant may not
assign any interest in this Sublease, sublet any of the Subleased Premises,
transfer any interest of Subtenant therein or permit any use of the Subleased
Premises by another party (collectively, "Transfer"), without prior written
consent of Sublandlord and Master Landlord. Subtenant shall pay within five (5)
days of demand therefor a sum equal to all of Sublandlord's costs, including,
without limitation, reasonable attorneys' fees, incurred in connection with any
Transfer (including, without limitation, any costs payable by Sublandlord to
Master Landlord). A consent to one Transfer shall not be deemed to be a consent
to any subsequent Transfer. Any Transfer without such consent shall be void
and, at the option of Sublandlord, shall terminate this Sublease. Sublandlord's
waiver or consent shall be void and, at the option of Sublandlord, shall
terminate this Sublease. Sublandlord's waiver or consent to any assignment or
subletting shall be ineffective unless set forth in writing, and Subtenant shall
not be relieved from any of its obligations under this Sublease unless the
consent expressly so provides.
11. USE:
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A. Subtenant may use the Subleased Premises for those purposes
permitted in the Master Lease only and for no other purpose whatsoever.
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B. Subtenant shall not use, store, keep, handle, manufacture,
transport, release, discharge, emit or dispose of any Hazardous Materials in,
on, under, about, to or from the Subleased Premises. Subtenant shall indemnify,
defend with counsel reasonably acceptable to Sublandlord and hold harmless
Sublandlord and its agents, employees, directors, shareholders, contractors and
representatives from and against all claims, actions, suits, proceedings,
judgments, losses, costs, personal injuries, damages, liabilities, deficiencies,
fines, penalties, damages, attorneys' fees, consultants' fees, investigations,
detoxifications, remediations, removals, and expenses of every type and nature,
arising from or relating in any manner to the use, storage, handling,
manufacture, transportation, release, discharge, emission or disposal of
Hazardous materials on or about the Subleased Premises or Building during the
Term of this Sublease by Subtenant or its agents, employees, contractors or
invitees.
C. Subtenant shall not do or permit anything to be done in or
about the Subleased Premises which would (i) injure the Subleased Premises; or
(ii) vibrate, shake, overload, or impair the efficient operation of the
Subleased Premises or the sprinkler systems, heating, ventilating or air
conditioning equipment, or utilities systems located therein. Subtenant shall
not store any materials, supplies, finished or unfinished products or Sections
of any nature outside of the Subleased Premises. Subtenant shall comply with
all reasonable rules and regulations promulgated from time to time by
Sublandlord and master Landlord.
12. EFFECT OF CONVEVANCE: As used in this Sublease, the term
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"Sublandlord" means the holder of the Tenant's interest under the Master Lease.
In the event of any assignment or transfer of the Tenant's interest under the
Master Lease, which assignment or transfer may occur at any time during the Term
hereof obligations of Sublandlord hereunder, and it shall be deemed and
construed, without further agreement between the parties hereto, that any
transferee has assumed and shall carry out all covenants and obligations
thereafter to be performed by Sublandlord hereunder. Sublandlord may transfer
and deliver any security of Subtenant to the transferee of the Tenant's interest
under the Master Lease, and thereupon Sublandlord shall be discharged from any
further liability with respect thereto.
13. DELIVERY AND ACCEPTANCE: Sublandlord shall deliver the Subleased
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Premises in broom-clean condition. This Sublease shall not be void or voidable,
nor shall Sublandlord be liable to Subtenant for any loss or damage, by reason
of delays in the Commencement Date or delays in Sublandlord delivering the
Subleased Premises to Subtenant for any reason whatsoever; provided, however,
that Rent shall abate until Sublandlord delivers possession of the Subleased
Premises to Subtenant. Subtenant has fully inspected the Subleased Premises and
is satisfied with the condition thereof. By taking possession of the Subleased
Premises, Subtenant conclusively shall be deemed to have accepted the Subleased
Premises in its then-existing, "AS IS" condition, without any representation or
warranty whatsoever from Sublandlord with respect thereto.
14. IMPROVEMENTS: Subtenant shall not make any alterations or
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improvements to the Subleased Premises, except in accordance with the master
Lease, and with the prior written consent of both master Landlord and
Sublandlord.
15. RELEASE AND WAIVER OF SUBROGATION: Notwithstanding anything to the
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contrary in this Sublease, Sublandlord and Subtenant hereby release each other
from any damage to property or loss of any kind which is caused by or results
from any risk that normally would be insured against under any property
insurance policy contains a clause to the effect that this release shall not
affect the right of the insured to recover under the policy. Each party shall
use its reasonable efforts to cause each property insurance policy obtained by
it to provide that the insurer waives all right of recovery against the other
party and its agents and employees in connection with any damage or injury
covered by the policy, and each party shall notify the other party if it is
unable to obtain a waiver of subrogation. Sublandlord shall not be liable to
Subtenant, nor shall Subtenant be entitled to terminate this Sublease or to
abate Rent for any reason, including, without limitation, (i) failure or
interruption of any utility system or service or (ii) failure of Master Landlord
to maintain the Subleased Premises as may be required under the Master Lease.
The obligations of Sublandlord shall not constitute the personal obligations of
the officers, directors, trustees, partners, joint ventures, members, owners,
stockholders or other principals or representatives of the business entity.
16. INSURANCE: Subtenant shall obtain and keep in full force and
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effect, at Subtenant's sole cost and expense, during the Term the insurance
required to be carried by the "Tenant" under the master Lease. Subtenant shall
include Sublandlord and Master Landlord as an additional insured in any policy
of insurance carried by Subtenant in connection with this Sublease and shall
provide Sublandlord with certificates of insurance upon Sublandlord's request.
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17. DEFAULT: Subtenant shall be in material default of its obligations
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under this Sublease if any of the following events occur:
A. Subtenant fails to pay any Rent when due, when such failure
continues for three (3) days after such sum becomes due; or
B. Subtenant fails to perform any term, covenant or condition of
this Sublease (except those requiring payment of Rent) and fails to cure such
breach within ten (10) days after delivery of a written notice specifying the
nature of the breach; provided, however, that if more than ten (10) days are
reasonably required to remedy the failure, then Subtenant shall not be in
default if Subtenant commences the cure within the ten (10) day period and
thereafter completes the cure within thirty (30) days after the date of the
notice; or
C. Subtenant makes a general assignment of its assets for the
benefit of its creditors, including attachment of, execution on, or the
appointment of a custodian or receiver with respect to a substantial part of
Subtenant'' property or any property essential to the conduct of its business;
or
D. Subtenant abandons the Subleased Premises; or
E. Subtenant commits any other act or omission which constitutes a
default under the master Lease, which has not been cured after delivery of any
written notice required and passage of one-half (1/2) of any applicable grace
period provided in the master Lease as modified, if at all, by the provisions of
this Sublease.
18. REMEDIES: In the event of any default by Subtenant, Sublandlord
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shall have all remedies provided to the "Landlord" in the Master Lease as if an
event of default had occurred thereunder and all other rights and remedies
otherwise available at law and in equity. Sublandlord may resort to its
remedies cumulatively or in the alternative.
19. SURRENDER: On or before the Expiration Date or any sooner
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termination of this Sublease, Subtenant shall remove all of its trade fixtures,
personal property and all alterations constructed by Subtenant in the Subleased
Premises which are required to be removed under the terms of this Sublease and
shall surrender the Subleased Premises to Sublandlord in (a) good condition,
order and repair, reasonable wear and tear excepted and (b) free of Hazardous
Materials used, stored, handled, manufactured, transported, released,
discharged, emitted or disposed of by Subtenant or its agents, employees,
contractors or invitees. Subtenant shall repair any damage to the Subleased
Premises caused by Subtenant's removal of its personal property, furnishings and
equipment. If the Subleased Premises are not so surrendered, then Subtenant
shall be liable to Sublandlord for all costs incurred by Sublandlord in
returning the Subleased Premises to the required conditions, plus interest
thereon at the Interest Rate.
20. BROKER: Sublandlord and Subtenant each represent to the other that
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they have dealt with no real estate brokers, finders, agents or salesmen in
connection with this transaction. Subtenant agrees to indemnify and hold
Sublandlord harmless from and against all claims for brokerage commissions,
finder's fees or other compensation made by any other agent, broker, salesman or
finder as a consequence of Subtenant's actions or dealings with such other
agent, broker, salesman, or finder.
21. NOTICES: Unless at least five (5) days' prior written notice is
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given in the manner set forth in this paragraph, the address of each party for
all purposes connected with this Sublease shall be that address set forth below
their signatures at the end of this Sublease. All notices, demands or
communications in connection with this Sublease shall be properly addressed and
delivered as follows: (a) personally delivered; or (b) submitted to an
overnight courier service, charges prepaid; or (c) deposited in the mail
(certified, return-receipt requested, and postage prepaid). Notices shall be
deemed delivered upon receipt, if personally delivered, one (1) business day
after being so submitted to an overnight courier service and three (3) business
days after deposit in the United States mail, if mailed as set forth above. All
notices given to Master Landlord under the Master Lease shall be considered
received only when delivered in accordance with the Master Lease.
22. OTHER SUBLEASE TERMS:
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A. INCORPORATION BY REFERENCE. Except as set forth below and
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except as the otherwise provided in this Sublease, the terms and conditions of
this Sublease shall include all of the terms of the Master Lease and such terms
are incorporated into this Sublease as if fully set forth herein, except that:
(i) each reference in such incorporated sections to "Lease" shall be deemed a
reference to this "Sublease"' (ii) each reference to the "Premises" shall be
deemed a reference to the "Subleased Premises"; (iii) each reference to
"Landlord" and "Tenant" shall be deemed a reference to the "Subleased Premises"'
(iii) each reference to "Landlord" and "Tenant" shall be deemed a reference to
"Sublandlord" and "Subtenant", respectively, except as otherwise expressly set
forth herein; (iv) with respect to work, services, utilities,
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electricity, repairs (or damage caused by Master Landlord), restoration,
insurance, indemnities, reimbursements, representations, warranties or the
performance of any other obligation of master Landlord under the master Lease,
whether or not incorporated herein, the sole obligation of Sublandlord shall be
to request the same in writing from master Landlord as and when requested to do
so by Subtenant, and to use Sublandlord's reasonable efforts (not including the
payment of money, the incurring of any liabilities, or the institution of legal
proceedings) to obtain master Landlord's performance; (v) with respect to any
obligation of Subtenant to be performed under this Sublease, wherever the Master
Lease grants to "Tenant" a specified number of days to perform its obligations
under the master Lease, except as otherwise provided herein, Subtenant shall
have five (5) fewer days to perform the obligation, including without
limitation, curing any defaults; (vi) with respect to any approval required to
be obtained from the "Landlord" under the Master Lease, such approval must be
obtained from both Master Landlord and Sublandlord, and Sublandlord's
withholding of approval shall in all events be deemed reasonable if for any
reason master Landlord's approval is not obtained; (vii) in any case where the
"Landlord" reserves or is granted the right to manage, supervise, control,
repair, alter, regulate the use of, enter or use the Premises or any areas
beneath, above or adjacent thereto, such reservation or grant of right of entry
shall be deemed to be for the benefit of both Master Landlord and Sublandlord;
(viii) in any case where "Tenant" is to indemnify, release or waive claims
against "Landlord", such indemnity, release or waiver shall be deemed to run
from Subtenant to both Master Landlord and Sublanlord; (ix) in any case where
"Tenant" is to execute and deliver certain documents or notices to "Landlord",
such obligation shall be deemed to run from Subtenant to both Master Landlord
and Sublandlord; and (x) the following modifications shall be made to the master
Lease as incorporated herein:
(a) the following provisions of the Master Lease are not
incorporated herein: the Recitals, Paragraphs 2(b), 3(a), Schedules F, H, N, O,
and K; and
(b) references to "Landlord" in the following provisions
shall mean "Master Landlord" only (subject, however, to clauses (iv) through
(ix) of the introductory language to this Paragraph 22.A): Paragraphs 8, 11, 18.
B. ASSUMPTION OF OBLIGATIONS. This Sublease is and at all times
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shall be subject and subordinate to the master Lease and the rights of master
Landlord thereunder. Subtenant hereby expressly assumes and agrees: (i) to
comply with all provisions of the master lease which are assumed by Subtenant
hereunder; and (ii) to perform all the obligations on the part of the "Tenant"
to be performed under the terms of the Master Lease with respect to the
Subleased Premises during the term of this Sublease. In the event the Master
Lease is terminated for any reason whatsoever, this Sublease shall terminate
simultaneously with such termination without any liability of Sublandlord to
Subtenant. In the event of a conflict between the provisions of this Sublease
and the Master Lease, as between Sublandlord and Subtenant, the provisions of
this sublease shall control.
23. RIGHT TO CONTEST: If Sublandlord does not have the right to
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contest any matter in the Master Lease due to expiration of any time limit that
may be set forth therein or for any other reason, then notwithstanding any
incorporation of any such provision from the Master Lease in this Sublease,
Subtenant shall also not have the right to contest any such matter.
24. COVENANT OF QUIET ENJOYMENT: Subtenant peacefully shall have, hold
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and enjoy te Subleased Premises, subject to the terms and conditions of this
Sublease, provided that Subtenant pays all Rent imposed hereunder and otherwise
performs all of Subtenant's covenants and agreements contained herein.
25. CONDITIONS PRECEDENT: Notwithstanding anything to the contrary in
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this Sublease, this Sublease and Sublandlord's and Subtenant's obligations
hereunder are conditioned upon Sublandlord's receipt of the written consent of
master Landlord to this Sublease in form and substance satisfactory to
Sublandlord. If Sublandlord does not receive such consent within thirty (30)
days after execution of this Sublease by Sublandlord, then Sublandlord may
terminate this Sublease by giving Subtenant written notice thereof, and upon
such termination, Sublandlord shall return to Subtenant its payment of the first
month's Base Rent paid by Subtenant pursuant to Paragraph 4 hereof and the
Security Deposit.
26. CHOICE OF LAW: SEVERABILITY: This Sublease shall in all respects
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be governed by and construed in accordance with the laws of the State of
California. If any term of this Sublease is held to be invalid or unenforceable
by any court of competent jurisdiction, then the remainder of this Sublease
shall remain in full force and effect to the fullest extent possible under the
law, and shall not be affected or impaired.
27. AMENDMENT: This Sublease may not be amended except by the written
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agreement of all parties hereto.
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28. ATTORNEYS' FEES: If either party brings any action or legal
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proceeding with respect to this Sublease, the prevailing party shall be entitled
to recover from the other party reasonable attorneys' fees, experts' fees, and
court costs. If either party becomes the subject of any bankruptcy or
insolvency proceeding, then the other party shall be entitled to recover all
reasonable attorneys' fees, experts' fees, and other costs incurred by that
party in protecting its rights hereunder and in obtaining any other relief as a
consequence of such proceeding.
29. WAIVER: If either Sublandlord or Subtenant waives the performance
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of any term, covenant or condition contained in this Sublease, such waiver shall
not be deemed to be a waiver of any subsequent breach of the same or any other
term, covenant or condition contained herein, or constitute a course of dealing
contrary to the expressed terms of this Sublease. The acceptance of Rent by
Sublandlord shall not constitute a waiver of any preceding breach of Subtenant
of any term, covenant or condition of this Sublease regardless of Sublandlord's
knowledge of such preceding breach oat the time Sublandlord accepted such Rent.
Failure by Sublandlord to enforce any of the terms, covenants or conditions of
the Sublease for any length of time shall not be deemed to waive or decrease the
right of Sublandlord to insist thereafter upon strict performance by Subtenant.
Waiver by Sublandlord of any term, covenant or condition contained in this
Sublease may only be made by a written document signed by Sublandlord, based
upon full knowledge of the circumstances.
30. NO DRAFTING PRESUMPTION: The parties acknowledge that this
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Sublease has been agreed to by both the parties, that both Sublandlord and
Subtenant have had the opportunity to consult with attorneys with respect to the
terms of this Sublease and that no presumption shall be created against
Sublandlord because Sublandlord drafted this Sublease. Except as otherwise
specifically set forth in this Sublease, with respect to any consent,
determination or estimation of Sublandlord required or allowed in this Sublease
or requested of Sublandlord, Sublandlord's consent, determination or estimation
shall be given or made solely by Sublandlord in Sublandlord's good faith
opinion, whether or not objectively reasonable. If Sublandlord fails to respond
to any request for its consent within the time period, if any, specified in this
Sublease, Sublandlord shall be deemed to have disapproved such request.
31. AUTHORITY TO EXECUTE: Subtenant and Sublandlord each represent and
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warrant to the other that each person executing this Sublease on behalf of each
party is duly authorized to execute and deliver this Sublease on behalf of that
party.
32. COUNTERPARTS: This Sublease may be executed in one (1) or more
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counterparts each of which shall be deemed an original but all of which together
shall constitute one (1) and the same instrument. Signature copies may be
detached from the counterparts and attached to a single copy of this Sublease
physically to form one (1) document.
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IN WITNESS WHEREOF, the parties have executed this Sublease as of the day
and year first above written.
SUBLANDLORD: SUBTENANT:
Summit Microelectronics, Inc. Photoloft, Inc.,
A California corporation a __________ corporation
By: _______________________________ By: _____________________________
Print Name: _______________________ Print Name: _____________________
Title: ____________________________ Title: __________________________
By: _______________________________ By: _____________________________
Print Name: _______________________ Print Name: _____________________
Title: ____________________________ Title: __________________________
-7-
CONSENT TO SUBLEASE
-------------------
Master Landlord hereby acknowledges receipt of a copy of this Sublease and
consents to the terms and conditions of this Sublease. By this consent, master
Landlord shall not be deemed in any way to have entered into the Sublease or to
have consented to any further assignment or sublease. Master Landlord, however,
agrees that the Subrogation Waiver set forth in the master Lease shall also
apply to Subtenant as well as to Sublandlord.
MASTER LANDLORD:
The Manufacturers Life
Insurance Company
By: _______________________________
Its: _______________________________
Dated: ____________________________
-8-
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘10SB12G’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 7/13/99 | | | | | | | None on these Dates |
| List all Filings |
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Filing Submission 0001015402-99-000702 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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