**Exhibit10.1**

 

**LEASE TERMINATION AGREEMENT**

THISLEASE TERMINATION AGREEMENT (this “Agreement”) is entered into as ofthis 23rd day of August, 2007, by and between BIOMED REALTY, L.P., a Marylandlimited partnership (“Landlord”) and INFOSONICS CORPORATION, a Marylandcorporation (“Tenant”).

**RECITALS**

A.            WHEREAS, The Lichter Family Trust First Amended and Restated Declaration of TrustDated November 7, 1996 and The Satterlee Family Trust UTD April 24, 1986(collectively “Original Landlord”), and Tenant are parties to thatcertain Building Lease Agreement dated as of January 26, 2004 (as amended, the “Lease”)which pertains to the leasing of approximately 31,925 square feet of thatcertain building located at 5880 Pacific Center Blvd., San Diego, California92121 (the “Building”) and associated land and other improvements;

B.            WHEREAS, Landlord has contracted to acquire ownership of the Building andassociated land and other improvements from the Original Landlord and therebysucceed Original Landlord as the landlord under the Lease (the “ContemplatedAcquisition”) as more particularly described in that certain Purchase andSale Agreement dated July 17, 2007 between Original Landlord, as Seller, andLandlord, as Purchaser (the “Purchase Agreement”);

C.            WHEREAS, conditioned upon the closing of the Contemplated Acquisition, Landlordand Tenant desire to terminate the Lease in accordance with thefollowing provisions.

**AGREEMENT**

NOW,THEREFORE, Landlord and Tenant, in consideration of the mutual promisescontained herein and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, and intending to be legallybound, agree as follows:

1.             Termination Date.  The termination date of the Lease shall be September30, 2007 (the “Termination Date”).

2.             Termination ofLease.  The parties hereby terminatethe Lease as of the Termination Date, and on the Termination Date the Leaseshall be fully and finally surrendered and terminated and shall no longer be ofany force or effect, except for those provisions that, by their express terms,survive the expiration or earlier termination thereof.

3.             Termination Payment.    As consideration for the execution of thisAgreement, Landlord shall pay to Tenant the sum of Two Million One Hundred Forty-SevenThousand Dollars ($2,147,000) (the “Termination Payment”) upon theClosing (as defined in the Purchase Agreement) of the Contemplated Acquisition.

4.             Release of Liability.  Conditioned on the performance by the partiesof the provisions of this Agreement, Landlord and Tenant fully and unconditionallyrelease, cancel,

 

 

----

 

annul, rescind, discharge,disclaim, waive and release any and all rights and benefits it may have underthe Lease arising from and after the Termination Date, except for those provisionsthat, by their express terms, survive the expiration or earlier terminationthereof. In connection with this Section 4, each of Landlord and Tenantexpressly waives the benefits of Section 1542 of the California Civil Code,which provides as follows:  “A GENERALRELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECTTO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IFKNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITHTHE DEBTOR.”  LANDLORD AND TENANT EACH ACKNOWLEDGESAND AGREES THAT IT HAS BEEN REPRESENTED BY LEGAL COUNSEL OF ITS CHOICE INCONNECTION WITH THIS AGREEMENT, AND THAT SUCH COUNSEL HAS EXPLAINED TO IT THEPROVISIONS OF THIS SECTION 4.  BYINITIALING BELOW, LANDLORD AND TENANT EACH CONFIRMS IT HAS AGREED TO THEPROVISIONS OF THIS SECTION 4.

LANDLORD’S INITIALS:                          TENANT’S INITIALS:                                

 

#### 5.             Quitclaim.  To the extent, if any, that the Lease givesTenant any right, title or interest in or to the Premises, Tenant does herebyremise, release and quitclaim to Landlord such right, title or interest in orto the Premises and shall execute and deliver to Landlord any documentationreasonably requested by Landlord to effect or document such remise, release andquitclaim.

6.             Condition ofPremises.  Prior to the TerminationDate, Tenant shall surrender the Premises to Landlord in the condition requiredby the Lease upon termination.

7.             Security Deposit.  The Security Deposit (as defined in the Lease)shall be released to Tenant in accordance with the provisions of the Lease.

8.             Representation of Parties.  Each party represents that it has not madeany assignment, sublease, transfer, conveyance or other disposition of theLease or any interest therein, nor made or entered into any agreement thatwould result in any mechanic’s lien or other claim, demand, obligation,liability, action or cause of action arising from or with respect to the Leaseor the Premises (other than that certain sublease between Tenant, assublandlord, and Artes Medical Inc., as subtenant, dated as of June 1, 2005).

 

2

----

 

9.             ConditionPrecedent.   This Agreement shall notbe effective until, and it shall be a condition precedent to the effectivenessof this Agreement that, the Closing (as defined in the Purchase Agreement) ofthe Contemplated Acquisition between Original Landlord and Landlord shall haveoccurred and that the Termination Payment shall have been made to the Tenant.   If the Closing of the ContemplatedAcquisition does not occur by September 15, 2007, this Agreement shall becomenull and void.

10.           Miscellaneous.

a.             VoluntaryAgreement.  The parties have readthis Agreement and the mutual releases contained in it, and have freely andvoluntarily entered into this Agreement.

b.             Attorneys’Fees.  If either party commences anaction against the other party arising out of or in connection with thisAgreement, the prevailing party shall be entitled to recover from the losing partyreasonable attorneys’ fees and costs of suit.

c.             Successors.  This Agreement shall be binding on and inureto the benefit of the parties and their successors and assigns.

d.             Counterparts.** **This Agreement may be executed inone or more counterparts that, when taken together, shall constitute oneoriginal.

e.             GoverningLaw.  This Agreement shall be governed by the law of the State of California.

f.              Severability.  If a court of competent jurisdiction findsany provision in this Agreement to be invalid, illegal, or otherwiseunenforceable, that determination will not affect any other provision of thisAgreement.  The invalid provision will besevered from this Agreement and all remaining provisions will continue to be enforceableby its terms and of full force and effect.

g.             Defined Terms. Capitalized terms not otherwise defined herein shall have the meaningsgiven them in the Lease.

[REMAINDEROF THIS PAGE INTENTIONALLY LEFT BLANK]

 

3

----

 

INWITNESS WHEREOF, the parties have executed this Agreement as of the dayhereinabove first written.

LANDLORD**:**

BIOMED REALTY, L.P.

a Marylandlimited partnership

 

 
| By:                     |            |   |   |
|-------------------------|-----------------|--------|--------|
| Name:                   | Gary A Kreitzer |   |   |
| Its:                    | Executive VP    |   |   |
|                    |            |   |   |
|                    |            |   |   |
| TENANT**:**             |            |   |
|                    |            |   |
| INFOSONICS  CORPORATION |            |   |
| a Maryland corporation  |            |   |
|                    |            |   |   |
|                    |            |   |   |
| By:                     |            |   |   |
| Name:                   | Jeff Klausner   |   |   |
| Its:                    | CFO             |   |   |

 

 

----