AS AN OFFICE (THE
"OFFICE SPACE") AND (B) AN AMOUNT OF ADDITIONAL SPACE SUFFICIENT IN SIZE AND
SUITABLE TO BE USED BY BUYER AS 'A WAREHOUSE FOR INVENTORY (THE "WAREHOUSE
SPACE").
THE SUBLEASE AGREEMENT FOR THE WAREHOUSE SPACE AND OFFICE SPACE SHALL
CONTAIN THE TERMS SET FORTH IN EXHIBIT F ATTACHED HERETO.
BETWEEN THE CLOSING
AND THE TIME THE SUBLEASE AGREEMENT IS EFFECTED, BUYER SHALL PAY SELLER A
MONTHLY RENT FOR THE OFFICE SPACE AND WAREHOUSE SPACE OF $15,417.
7.
INVENTORY.
7.1
TEMPORARY USE OF WAREHOUSE.
FROM THE
CLOSING UNTIL THIRTY (30) DAYS AFTER THE WAREHOUSE SPACE IS READY FOR BUYER
OCCUPATION AND THE SUBLEASE AGREEMENT THEREFOR HAS BEEN EXECUTED BY BOTH PARTIES
(THE "WAREHOUSE TRANSITION PERIOD"), SELLER SHALL PROVIDE TO BUYER, AT NO COST,
THE RIGHT OF BUYER TO STORE INVENTORY IN SELLER'S WAREHOUSE LOCATED IN PLANO,
TEXAS ("SELLER WAREHOUSE"), USING THE SAME AMOUNT OF SPACE AS IS DEDICATED TO
THE INVENTORY ACQUIRED BY BUYER PURSUANT TO THE PURCHASE AGREEMENT AS OF THE
CLOSING.
BY THE END OF THE WAREHOUSE TRANSITION PERIOD, SELLER SHALL HAVE MOVED
SUCH INVENTORY TO THE WAREHOUSE SPACE LEASED PURSUANT TO SECTION 6.2.
SELLER
SHALL PROVIDE BUYER EMPLOYEES WITH FULL ACCESS TO SELLER WAREHOUSE AND TO
SELLER'S STAGING, SHIPPING AND RECEIVING AREAS IN THE SELLER WAREHOUSE THAT WERE
UTILIZED IN CONNECTION WITH THE BUSINESS PRIOR TO THE CLOSING.
8.
FIXED ASSETS.
8.1
NON-PERSONAL EQUIPMENT.
DURING THE LEASE
TRANSITION PERIOD, SELLER SHALL ALLOW BUYER TO CONTINUE TO USE ANY STORAGE,
SERVERS OR OTHER EQUIPMENT THAT IS A RETAINED ASSET WHICH, PRIOR TO CLOSING, WAS
USED BOTH (A) IN THE BUSINESS AND (B) IN SELLER'S RETAINED BUSINESS AND THAT
CANNOT REASONABLY BE DIVIDED BETWEEN THE PARTIES.
SELLER SHALL ALLOW BUYER TO
CONTINUE TO USE SUCH ASSETS IN THE SAME MANNER THAT SUCH ASSETS WERE USED PRIOR
TO CLOSING AS REASONABLY NECESSARY FOR THE CONDUCT OF THE BUSINESS BY BUYER IN
THE SUBSTANTIALLY THE SAME MANNER AS CONDUCTED BY SELLER PRIOR TO CLOSING.
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9.
SYSTEMS TRANSITION.
9.1
IN GENERAL.
WITHIN ONE HUNDRED AND EIGHTY
(180) DAYS AFTER CLOSING, THE PARTIES SHALL HAVE DEVELOPED A COMPLETE PLAN FOR
THE SMOOTH TRANSITION FROM SELLER SYSTEMS TO BUYER SYSTEMS, INCLUDING A TIME
FRAME FOR COMPLETING SUCH TRANSITION.
IN GENERAL, SELLER AGREES TO USE ALL
REASONABLE EFFORTS TO ASSIST BUYER IN TRANSITIONING FROM SELLER'S SYSTEM TO
BUYER'S SYSTEMS.
FOR EXAMPLE, SELLER WILL CONTINUE TO MAINTAIN AND SUPPORT ALL
SELLER SYSTEMS REQUIRED (I) FOR BUYER TO CONTINUE TO OPERATE THE BUSINESS IN
SUBSTANTIALLY THE SAME MANNER AS SELLER OPERATED THE BUSINESS PRIOR TO CLOSING
DURING THE AGREED-UPON TRANSITION PERIOD AND (II) FOR SELLER TO PERFORM ITS
OBLIGATIONS UNDER THIS AGREEMENT.
THE FOREGOING MAINTENANCE, ACTIVITIES SHALL
INCLUDE PERFORMANCE OF PREVENTIVE MAINTENANCE AND ANY REASONABLY REQUIRED
SOFTWARE UPGRADES.
DURING THE AGREED-UPON TRANSITION PERIOD, SELLER WILL GRANT
BUYER ACCESS TO SELLER SYSTEMS AND ASSETS SHARED WITH BUYER PURSUANT TO SECTION
8.1 TO THE EXTENT REQUIRED FOR BUYER TO OPERATE THE BUSINESS IN SUBSTANTIALLY
THE SAME MANNER AS SELLER OPERATED THE BUSINESS PRIOR TO CLOSING.