LEASE AGREEMENT
Exhibit 10.47
THIS
LEASE, made this First day of March, 2015, by and between Queen
Street Development Partners 1, LP of 0000 Xxxx Xxxx Xxxxx Xx,
Xxxxxxxxx, Xxxxxxxxxxxx (hereinafter called Lessor) and TetriDyn
Solutions, Inc., a Nevada Corporation (hereinafter called
"Lessee"), with a current mailing address of 0000 Xxxxx Xxxxxx
Xxxxx, Xxxxxxxxx, XX 00000
W I T N
E S S E T H
WHEREAS, Lessor is
the owner of a certain parcel of land and building known and
numbered as 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxx;
and
WHEREAS, Lessor
desires to let and Lessee desires to take one workspace of the
subject premises plus all certain furnishings and office equipment
currently situate within said workspace upon the terms and
conditions herein set forth.
NOW,
THEREFORE, in consideration of the promises and mutual covenants
herein contained, and the rent reserved to be paid by Lessee to
Lessor, the parties, intending to be legally bound, agree as
follows:
1. PREMISES/PROPERTY.
Lessor hereby lets to Lessee, and Lessee hereby takes from Lessor,
one workspace at 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxx,
together with all rights of ingress and egress within Lessor's
building and all furnishings and office equipment currently situate
within the said workspace (hereinafter called the "Leased
Premises/Property").
2. TERM.
The term of this Lease shall be one (1) year commencing March 1,
2015, and ending February 28, 2016. Unless either party shall give
to the other written notice of termination in accordance with the
provisions of Paragraph 15 of this Lease, the term hereof shall
continue for a further period of one (1) year, and so on from year
to year until terminated pursuant to the provisions
hereof.
3. POSSESSION.
Possession of the Leased Premises/Property by Lessee shall begin,
and the rent provided for hereunder shall be payable from March 1,
2015, which date shall be the effective date of this
Lease.
4. RENT.
The rent due and owing for each month of Lessee's occupancy shall
be Two Thousand Five Hundred Dollars ($2,500.00), due and payable
in advance on the first day of each month. The first such monthly
payment shall be due on March 1, 2015, and each succeeding payment
shall be due on the first day of each succeeding month, without
prior demand thereof by Lessor. Rent shall be payable at Lessor's
place of business, or such other place as Lessor may direct from
time to time.
5. UTILITIES
AND SERVICES. Lessee agrees to pay for all utilities and
other like services, including but limited to telephone, gas,
electric, water, sewer rental, insurance, air conditioning, light,
heat, power, trash removal and janitorial services which may be
used, consumed or contracted for in connection with the Leased
Premises/Property. Lessor shall not be responsible in any way in
the event that the supply of utility service or services, or like
service or services, is or are cut off by reason of any cause and
Lessee does hereby release Lessor from any damage which may result
to it by reason of any such failure. Should Lessee fail to pay for
any such utilities or services or maintenance or insurance when
due, Lessor shall have the right to pay the same, and the amount as
paid shall be chargeable to Lessee as additional rent.
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6. MAINTENANCE
AND REPAIR. Lessee shall keep and maintain the Leased
Premises/Property in good and serviceable repair and condition,
natural wear and tear excepted. Lessee shall provide normal
maintenance of the Leased Premises/Property during the term of this
Lease, including lawn care and maintenance, snow removal, and
janitorial service in order that the Leased Premises shall be
maintained in a neat and clear condition at all times; and Lessee
further agrees to provide janitorial supplies, paper towels, toilet
paper, soap, cleaning materials and any other items necessary for
the proper cleaning and maintenance of the interior of said Leased
Premises. Interior decoration of the Leased Premises shall also be
the responsibility of Lessee from and after the effective date
hereof. Damage to the Leased Premises/Property occasioned by the
negligence of Lessee, its agents, contractors, guests, sub-tenants
or invitees shall be repaired or corrected by Lessee.
Lessor
covenants and agrees that they will repair or correct any accident
to, or defects in, the roof or other structural elements of the
Leased Premises, or in the water or drain pipes, electric circuits,
heating system or air conditioning system, with due diligence;
Lessee will replace all office furniture, office equipment,
electric fixtures, bulbs, lights, plumbing fixtures, or other parts
or accessories of the building, broken or damaged by Lessee or by
servants, employees or agents of Lessee; and Lessee hereby assumes
all responsibility for the injury, or damages, to persons or
property, caused by the use of any office furniture, office
equipment, fixtures, apparatus or appliances, in, or upon the
Leased Premises which are the subject of this Lease.
7. ALTERATIONS
AND CHANGES. All additions to the Leased Premises by Lessee,
including but not limited to furniture, furnishings, draperies,
carpeting, lighting, telephone facilities, equipment, and wiring
shall be provided at the sole cost and expense of Lessee. Except as
hereinafter expressly provided, changes in original plans and
alterations to the Leased Premises shall not be permitted without
the prior written consent of Lessor and may, at Lessor's option, be
performed under Lessor's control, although at all times at the cost
of Lessee. Lessee may remove such alterations, additions, or
improvements upon the termination hereof to the extent such removal
can be accomplished without substantial damage to the Leased
Premises.
8. QUIET
ENJOYMENT. Lessor covenants to allow Lessee quiet and
peaceably to enjoy possession of the Leased Premises, free from
interference or interruption of Lessor or any other person claiming
under or through Lessor.
9. USE
OF THE PREMISES. Lessee hereby releases Lessor from any
future liability for any and all injuries or damages which may be
suffered by Lessee, its successors or assigns, in Lessee's use of
the Leased Premises. Lessee covenants and agrees that it will bear,
pay and discharge, when and as the same become due and payable, all
judgments and lawful claims for damages or otherwise against Lessor
arising from Lessee's use or occupancy of said Leased Premises, and
will assume the burden and expense of defending all such suits,
whether brought before the expiration of this Lease, or otherwise
and will protect, indemnify and save harmless Lessor, their agents,
servants, employees, heirs and personal representatives by reason
of or on account of the use or misuse of the said Leased Premises
hereby leased, or any part thereof, due to the negligence of
Lessee, or of its agents, servants or employees.
10. DESTRUCTION
OF THE PREMISES. In the event of damage to or destruction of
the Leased Premises for whatever reason, Lessor shall have no
obligation to rebuild the Leased Premises and this Lease shall
thereupon terminate.
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11. CONDEMNATION.
In the event the Leased Premises or any substantial portion thereof
are taken or sold pursuant to the exercise of the right of eminent
domain by any authority having or claiming to have the same, this
Lease shall thereupon terminate. In no event shall Lessee be
entitled to or receive any part of the award or price paid to
Lessor in connection therewith. Lessee hereby assigns to Lessor all
such awards, compensation and agreed settlements and authorizes
payment thereof by the condemnor directly to Lessor.
12. LESSOR'S
RIGHT OF ENTRY. Lessee shall permit Lessor and their agents
to enter into and upon said Leased Premises at all reasonable times
for the purpose of inspecting the same, or for the purpose of
showing the Leased Premises for sale or lease to third parties, or
for the purpose of making repairs, alterations or additions to said
building, or for any other reasonable business purpose without any
rebate of rent to Lessee or damages for any loss of occupation or
quiet enjoyment of the Leased Premises thereby
occasioned.
13. DEFAULT.
The following events shall constitute default
hereunder:
(a) Nonpayment
of rent for a period of thirty (30) days from its due
date.
(b) Assignment
by Lessee for the benefit of creditors, issuance of execution
against Lessee, appointment of a receiver of the assets of Lessee,
the filing for, by, or against Lessee of any action under the
Federal Bankruptcy Act or comparable state or local
legislation.
(c) Violation
of any of the terms or conditions of this Lease.
(d) Abandonment
of the Premises by Lessee.
14. LESSOR'S
REMEDIES ON DEFAULT. Upon default by Lessee hereunder,
Lessor may, without limiting their rights in law or in equity,
forfeit and annul any unexpired portion of this Lease and enter
upon and repossess the Leased Premises with or without process of
law. Lessee agrees that upon Lessee=s default Lessor may, as
liquidation damages, recover from Lessee an amount equal to one (1)
year rent without mitigation by Lessor.
l5. TERMINATION.
Either party may terminate this Lease at the end of the initial
five (5) year term by giving ninety (90) days' advance written
notice to the other party. In such event, this Lease shall expire
on the last day of Lessee's term of occupancy and Lessee shall
surrender, and the Lessor shall immediately be entitled to recover
possession of the Leased Premises.
16. ASSIGNMENT
AND SUBLETTING. Lessee shall not assign or sublet the Leased
Premises or any part thereof without the written consent of
Lessor.
17. WAIVER.
The waiver by Lessor of any breach of any term, covenant, or
condition herein contained shall not be deemed to be a waiver of
such term, covenant, or condition or any subsequent breach of the
same or any other term, covenant or condition herein
contained.
18. CONSTRUCTION.
Paragraph headings are for convenience only and do not constitute a
part of this Lease. This Lease is made and executed in the
Commonwealth of Pennsylvania and shall be construed and enforced in
accordance with the laws thereof.
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19. NOTICES.
All notices or other communication pursuant hereto to any party
shall be deemed given when deposited in the United States mail,
certified mail postage prepaid, return receipt requested, addressed
to the parties at the last known address, or to such other
addresses the parties may in writing direct.
20. ENTIRE
AGREEMENT. This Lease contains the entire understanding
between the parties hereto and supersedes any prior written or oral
agreements between them respecting the within subject matter. There
are no representations, agreements, arrangements, or
understandings, oral or written, between or among the parties
hereto relating to the subject matter of this Lease which are not
fully expressed herein.
21. SUCCESSORS.
Except as herein otherwise specified, this Lease shall legally
benefit and bind the parties hereto, their respective heirs,
beneficiaries, executors, personal representatives, successors and
assigns.
IN
WITNESS WHEREOF, the parties hereto have set their hands and seals
the day and year first above written.
WITNESSES:
TetriDyn Solutions,
Inc.
By: /s/
Xxxxx Xxxxxxx
Xxxxx
Xxxxxxx, Director
Attest:
Queen
Street Development Partners, 1 LP
By: /s/
Xxxxxx X. Xxxxxxx
Xxxxxx
X. Xxxxxxx, Managing Partner
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LEASE AMENDMENT
This
Lease Amending Agreement dated June 1, 2017 between Queen Street
Development Partners 1, LP (the “landlord”) AND Ocean
Thermal Energy Corporation (formerly TetriDyn Solutions, Inc.) (the
“Tenant”).
Background
A.
The landlord and
the Tenant entered into the Lease (the “Lease”) dated
March 1, 2015, for the premises located at 000 Xxxxx Xxxxx Xxxxxx,
Xxxxxxxxx, XX 00000.
B.
The Landlord and
the Tenant desire to amend the Lease on the terms and conditions
set forth in this lease amending agreement (the
“Agreement”).
C.
This Agreement is
the second amendment to the Lease.
In Consideration Of the Landlord and Tenant agreeing to
amend their existing Lease, both parties agree to keep, perform,
and fulfill the promises, conditions, and agreements
below:
A.
Amendment - The Lease is amended to
increase the monthly rental from $5,000.00 per month to $10,000.00
per month beginning on June 1, 2017.
B.
No Other Changes – Except as
otherwise expressly provided in this agreement, all of the terms
and conditions of the Lease remain unchanged and in full force and
effect.
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Landlord:
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Queen
Street Development Partners, 1 LP
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By: /s/
Xxxxxx X. Xxxxxxx
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Xxxxxx
X. Xxxxxxx, Managing Partner
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Tenant:
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Ocean
Thermal Energy Corporation
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(TetriDyn
Solutions, Inc.)
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By: /s/
Xxxxx Xxxxxxx
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LEASE AMENDMENT
This
Lease Amending Agreement dated January 1, 2017 between Queen Street
Development Partners I, LP (the "landlord") AND TetriDyn Solutions,
Inc. (the "Tenant").
Background
A.
The landlord and
the Tenant entered into the Lease (the "Lease") dated March 1,
2015, for the premises located at 000 Xxxxx Xxxxx Xxxxxx,
Xxxxxxxxx, XX 00000.
B.
The Landlord and
the Tenant desire to amend the Lease on the terms and conditions
set forth in this lease amending agreement (the
"Agreement").
C.
This Agreement is
the first amendment to the Lease.
In Consideration Of the Landlord and Tenant agreeing to
amend their existing Lease, both parties agree to keep, perform,
and fulfill the promises, conditions, and agreements
below:
A.
Amendment - The Lease is amended to
increase the monthly rental from $2,500.00 per month to $5,000.00
per month beginning on January l, 2017.
B.
No Other Changes - Except as otherwise
expressly provided in this agreement, all of the terms and
conditions of the Lease remain unchanged and in full force and
effect.
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Landlord:
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Queen
Street Development Partners, 1 LP
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By: /s/
Xxxxxx X. Xxxxxxx
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Xxxxxx
X. Xxxxxxx, Managing Partner
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Tenant:
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Ocean
Thermal Energy Corporation
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(TetriDyn
Solutions, Inc.)
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By: /s/
Xxxxx Xxxxxxx
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