Commercial Lease Buyout Agreement

COMMERCIAL LEASE BUYOUT AGREEMENT

This Commercial Lease Buyout Agreement (the "Agreement") is made as of by and between Landlord Name: a(n) , and Tenant Name: .

RECITALS

WHEREAS, Landlord and Tenant are parties to that certain Commercial Lease Agreement dated (the "Lease"), pursuant to which Tenant leases the premises commonly known as (the "Premises");

WHEREAS, Tenant desires to terminate the Lease prior to its scheduled expiration and Landlord is willing to accept a negotiated buyout payment in full satisfaction of Tenant's remaining lease obligations upon the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth the terms and conditions under which the Lease shall be terminated and the parties shall be released from certain obligations described below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth in the Lease or, if not defined therein, shall have the meanings set forth in this Agreement. For purposes of this Agreement, "Buyout Amount" means the amount set forth in Section 2 below.

2. BUYOUT AMOUNT

Tenant agrees to pay Landlord, in consideration for Landlord's agreement to terminate the Lease and release Tenant from future obligations under the Lease (subject to the express releases and reservations herein), the sum of $ (the "Buyout Amount").

3. PAYMENT TERMS

The Buyout Amount shall be paid as follows: Tenant shall deliver to Landlord or to an escrow agent designated by Landlord and Tenant the Buyout Amount in immediately available funds on or before (the "Payment Date"). If payment is to be made in installments, the parties shall describe the schedule in the Additional Payment Terms field below.

4. CLOSING; CONDITIONS

The closing (the "Closing") at which the Buyout Amount shall be delivered and the Lease shall be terminated shall occur on the Payment Date at such place as the parties may agree. The obligations of each party at Closing are subject to the satisfaction or waiver of the following conditions precedent:

(a) Landlord shall deliver to Tenant a fully executed Termination of Lease in recordable form, if required, releasing Tenant from future obligations under the Lease effective as of the Closing Date except for obligations explicitly stated to survive in this Agreement; and

(b) Tenant shall have vacated the Premises and surrendered possession in broom-clean condition, removed its trade fixtures and personal property, and repaired any damage caused by removal in accordance with the Lease; provided that the parties may agree to specified exceptions set forth in the Surrender Exceptions field below.

5. RELEASE

Upon receipt of the Buyout Amount and the occurrence of the Closing, Landlord hereby releases and forever discharges Tenant and Tenant's officers, directors, agents and employees from all claims, demands, causes of action and liabilities arising under the Lease for periods following the effective termination date, except for: (i) Tenant obligations expressly stated to survive termination in this Agreement; (ii) claims arising from Tenant's fraud or willful misconduct; and (iii) Tenant's obligations to repair or restore damage caused prior to surrender.

6. SECURITY DEPOSIT AND OTHER FUNDS

The parties agree that the security deposit currently held by Landlord in the amount of $ shall be applied as follows: Landlord shall retain $ to cover damages and Tenant shall receive $, subject to lawful offsets and accounting within days after Closing.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full corporate or organizational power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (b) the execution and delivery of this Agreement and the performance of its obligations do not and will not violate any agreement, law or order binding on it; and (c) this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms.

8. COVENANTS

Tenant covenants to cooperate in executing documents, providing reasonable access to the Premises for inspection or turnover, and in taking such other actions as reasonably required to effectuate the termination of the Lease. Landlord covenants to execute and, where appropriate, record or deliver a written termination instrument promptly following receipt of the Buyout Amount and satisfaction of Conditions to Closing.

9. PRORATIONS; TAXES; COSTS

Rent, utilities, real estate taxes and other charges shall be prorated as of the effective termination date. Any transfer taxes, documentary stamps, recording fees, or similar governmental charges imposed by reason of this Agreement shall be paid by .

10. DEFAULT; REMEDIES

If Tenant fails to deliver the Buyout Amount in accordance with Section 3, Landlord shall have all remedies available at law and equity, including specific performance, damages, and retention of any security deposit to the extent permitted by law. Acceptance of a late payment by Landlord shall not constitute a waiver of any default unless evidenced by a written waiver signed by Landlord.

11. NOTICES

All notices, demands, consents and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested, to the addresses set forth below or to such other addresses as a party may designate in writing pursuant to this Section.

12. ATTORNEYS' FEES AND COSTS

In the event of any dispute arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs and expenses incurred in connection with such dispute, in addition to any other relief to which it may be entitled.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations and agreements, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the extent necessary to make it valid and enforceable.

15. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. No waiver of any breach shall be effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

16. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect interpretation. Time is of the essence with respect to payment obligations. Each party acknowledges that it has had the opportunity to be represented by counsel in connection with this Agreement.

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