LEASE FOR PREMISES LOCATED AT 1851 LEFTHAND CIRCLE, SUITE G, LONGMONT, COLORADO BETWEEN NUTRONICS, INC. AS TENANT AND LONGMONT DIAGONAL INVESTMENTS, LP AS LANDLORD 144652.3
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LEASE FOR PREMISES LOCATED AT 0000 XXXXXXXX XXXXXX, XXXXX X, XXXXXXXX, XXXXXXXX BETWEEN NUTRONICS, INC. AS TENANT AND LONGMONT DIAGONAL INVESTMENTS, LP AS LANDLORD 144652.3
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TABLE OF CONTENTS LEASE 1. PRINCIPAL TERMS. 2. PREMISES LEASED; DESCRIPTION 3. PRESENT CONDITION OF PROPERTY 4. TERM 5. RENT 6. TAXES- REAL PROPERTY- PAID BY TENANT- PROTEST 7. TAXES- TENANT'S PERSONAL PROPERTY- PAID BY TENANT 8. UTILITIES AND SECURITY SERVICES 9. HOLDING OVER 10. ALTERATION- CHANGES AND ADDITIONS- RESPONSIBILITY- NO HOLES IN ROOF- NO NEW EQUIPMENT ON ROOF 11. MECHANIC'S LIENS 12. UNIFORM SIGNS; NO "FOR RENT" SIGNS 13. MAINTENANCE AND REPAIRS OF THE BUILDING; LANDLORD NOT LIABLE FOR DAMAGE TO CONTENTS 14. CONDITION UPON SURRENDER- RETURN OF KEYS 15. STORAGE OUTSIDE THE BUILDING; NO WASTE, NO NUISANCE; COMPLIANCE WITH LAWS; FUTURE RULES AND REGULATIONS 16. LIABILITY FOR OVERLOAD 17. INSURANCE 18. FIRE REGULATIONS - TENANT RESPONSIBILITY 19. REPLACEMENT OF BUILDING- CASUALTY DAMAGE 20. ENVIRONMENTAL MATTERS 21. ENTRY BY LANDLORD 22. DEFAULT- REMEDIES BY LANDLORD 23. RESERVED 24. LEGAL PROCEEDINGS AGAINST TENANT BY THIRD PARTIES; TENANT TO PAY LANDLORD'S FEES 25. INDEMNIFICATION BY TENANT AND BY LANDLORD 26. ASSIGNMENT OR SUBLETTING 27. LANDLORD'S WARRANTY OF TITLE; QUIET ENJOYMENT 28. ADDITIONAL DEVELOPMENT OF PROPERTY -RIGHTS OF LANDLORD 29. GOVERNMENTAL ACQUISITION OF THE PREMISES 30. SUBORDINATION OF THE LEASEHOLD TO MORTGAGES 31. MEMORANDUM OF LEASE - CONFIDENTIALITY 32. NO WAIVER OF BREACH; ACCEPTANCE OF PARTIAL PAYMENTS OF RENT 33. CONTROLLING LAW; PARTIAL INVALIDITY; MODIFICATIONS OR EXTENSIONS. 34. INUREMENTS 35. TIME 36. ADDRESSES; EMPLOYER IDENTIFICATION NUMBERS; METHOD OF GIVING NOTICE 144652.3
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37. DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS 38. ADDITIONAL PROVISIONS 38.1 Brokers 38.2 Parking 38.3. Substitute Premises 38.4 Transfer by Landlord 38.5 No Merger 38.6 Common Area Use. 38.7 Construction 38.8 Section and Paragraph Headings; Grammar. 38.9 Severability 3 8.10 Acceptance of Keys, Rent or Surrender 38.11 Building Name and Size 38.12 Diminution ofView 38.13 Lender's Requirements 38.14 Effectiveness 38.15 Survival 38.16 Authority for Action 38.17. Counterparts 38.18 Patriot Act Compliance 38.19 Access to the Premises 144652.3
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. I LEASE THIS LEASE is made and entered into this3J day of July, 2014 (this "Lease"), by and between LONGMONT DIAGONAL INVESTMENTS, LP, a Delaware limited partnership, hereinafter referred to as "Landlord," and NUTRONICS, INC., a Nevada corporation, hereinafter referred to as "Tenant." W I T N E S S E T H: In consideration of the covenants, terms, conditions, agreements, and payments as hereinafter set forth, the parties hereto covenant and agree as follows: 1. PRINCIPAL TERMS. Capitalized terms,. first appearing in quotations in this Section, elsewhere in this Lease or any Exhibits, are definitions of such terms as used in this Lease and Exhibits and shall have the defined meaning whenever used. Any Addenda and/or Exhibits referred to herein and attached hereto are incorporated herein by reference. 1.1 "Building": The building having an address of 0000 Xxxxxxxx Xxxxxx, in the City of Longmont, County of Boulder, State of Colorado, consisting of approximately 29,600 rentable square feet of space 1.2 "Premises": approximately 6, 795 rentable square feet located in Suite G 1.3 "Initial Term": Sixty (60) whole calendar months following the Commencement Date "Commencement Date": the date that Landlord Substantially Completes (as defined in the Work Letter) the Tenant Improvements in accordance with the Work Letter attached hereto as Exhibit B "Expiration Date": the last day of the sixtieth (601h) whole calendar month following the Commencement Date 1.4 "Base Rent": Period Annuall:y/RSF Monthl:y Months 1-12* $9.50 $5,379.38 Months 13-24 $9.79 $5,543 .59 Months 25-36 $10.08 $5,707.80 Months 3 7-48 $10.39 $5,883.34 Months 49-60 $10.70 $6,058.88 *Subject to the Abated Rent Period described in Section 5.1 Tenant shall pay Landlord an amount equal to 2,361 .26 concurrent with Tenant's execution of this Lease, which amount shall be credited against Base Rent and additional Rent for the first calendar month of the Initial Term. 1.5 Tenant Improvements: In accordance with the Work Letter attached hereto as Exhibit B 1.6 Operating Expenses: Initial Estimate of Operating Expenses: $4.17 per square foot of the Building Initial Estimated Payment: $2,361.26 per month Tenant's Share: 22.9561% 1.7 "Deposit": $23,221.91 , as may be reduced pursuant to Section 5.4. Tenant shall pay Landlord the Deposit concurrent with Tenant's execution of this Lease. 1.8 "Permitted Use": General professional office uses and lab uses related to laser and electro-optical system development and testing "Occupancy Limit": As permitted by regulatory authorities 1.9 "Guarantor": None 1.10 Landlord's Notice Address: Longmont Diagonal Investments, LP c/o GoffCapital Partners, L.P. 0000 Xxxxx Xxxxxxxxx Xxxxx Xxxx, Xxxxx 0000 144652.3
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Xxxxxxxxxx, Xxxxxxxx 00000 Attn: Xxxxxx Xxxxxxxxx with a copy to Xxxx Capital Partners, L.P. 000 Xxxxxxxx Xx., Xxxxx 000 Xxxx Xxxxx, Xxxxx 00000 Attn: Xxxx Xxxxxxx Landlord's Fax Number: (000) 000-0000 1.11 Rent Payment Address: by U.S. Mail: Longmont Diagonal Investments, LP X.X. Xxx 000000 Xxxxxx, XX 00000-0000 by overnight mail : JPMorgan Chase (TX 1-0029) Attn: Longmont Diagonal Investments, LP 731747 00000 Xxxx Xxxx, 0xx Xxxxx Xx. Xxxxx, XX 00000 1.12 Landlord's Tax I.D.: 00-0000000 1.13 Tenant's Notice Address: Precommencement Address: Nutronics, Inc. 0000 Xxxxxxxx Xx. X. XXX 000 Xxxxxxx XX 00000 Post Commencement Address: At the Premises Tenant's Fax Number: 000-000-0000 1.14 Tenant's Tax I.D.: 00-0000000 1.15 Landlord's Broker: Newmark Xxxxx Xxxxxx Xxxxx and Xxxx Xxxxxx & Company 1.16 Tenant's Broker: The Colorado Group, Inc. 1.17 Parking: Up to 16 parking spaces, subject to Section 38.2 1.18 Attachments: [check if applicable] _x_ Addendum _x_ Exhibit A-1: Building _x_ Exhibit A-2: Premises _x_ Exhibit B: Tenant Improvements _x_ Exhibit C: Form of Commencement Agreement _x_ Exhibit D: Form of Tenant's Estoppel Certificate 2. PREMISES LEASED; DESCRIPTION. Landlord hereby leases unto Tenant the Premises which is a part of the Building located on the real property described on Exhibit A-1 (the "Land"). A floorplan showing the location of the Premises within the Building is attached as Exhibit A-2. The leasing of the Premises is made according to the terms of this Lease; together with all appurtenances thereto, and all fixtures attached thereto, in present condition, and together with nonexclusive reasonable access across the Land as may be required for use of the Premises by Tenant, with such access to be on such roadways, sidewalks, and other common areas of which the Premises are a part, or of any such adjacent lands owned by Landlord, as Landlord may from time to time designate. 3. PRESENT CONDITION OF PROPERTY. Tenant has examined and accepts the Building, improvements, and any fixtures on the Premises, in present condition, subject to the construction of Tenant Improvements as detailed on the plans and specifications attached as Exhibit B, attached hereto and made a part hereof by reference. No representation, statement, or warranty, express or implied, has been made by or on behalf of Landlord as to the condition of the Premises, or as '\ to the use that may be made of same. In no event shall Landlord be liable for any defect. in the Premises or for any limitation on ~ J the use ofthe Premises. 0 2 144652.3
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Building and Land as is necessary to keep such property in a safe and good order and condition including as is required by all applicable laws and regulations. Operating Expenses may include but are not limited to, the following: ( 1) The maintenance and repair of common areas, if any; (2) The maintenance and repair, including striping and sealing where applicable, of parking areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways, stairways, parkways and driveways; (3) Snow removal (Landlord is responsible for snow removal of more than 2"); ( 4) The preventative maintenance and repair of all heating, air conditioning, plumbing, electrical systems, life safety equipment (including fire detection and suppression systems), locks and security systems, telecommunication and other equipment used in common by, or for the benefit of Tenant, tenants or occupants of the Building; (5) The maintenance, repair and replacement of all landscaped areas, including irrigation systems and fences; (6) Window washing and the maintenance and repair of parking lot lighting; (7) The preventative maintenance and repair of Building exteriors (including roofs) and any other publicly mandated services to the Building; (8) The cost of all utilities including water, sewer, gas, and electricity, except for those utilities separately metered and paid for by Tenant or tenants; (9) All costs incurred in the maintenance and/or cleaning of the Building or Premises; (10) All real property taxes and assessments levied against the Building or land by any governmental or quasi-governmental authority or under any covenants, declarations, easements or restrictions (collectively referred to herein as "Taxes"). Taxes are computed on an accrual basis based on the year in which they are levied; (11) Insurance premiums for the Building, including property damage coverage, together with loss of rent endorsement; the part of any claim paid under the deductible portion of any insurance policy carried by Landlord; public liability insurance; and any other insurance carried by Landlord on any component parts of the Building; (12) All labor costs, including wages, costs of worker's compensation insurance, payroll taxes, fringe benefits, including pension, profit-sharing and health, and legal fees and other costs incurred in resolving any labor dispute; (13) Professional building management fees, costs and expenses, including costs of office space and storage space required by management for performance of its services; (14) Legal, accounting, inspection, and other consulting fees (including fees for consultants for services designed to produce a reduction in Operating Expenses or improve the operation, maintenance or state of repair ofthe project of which the Premises are a part). Operating Expenses shall specifically not include: (a) The costs of replacements of equipment or improvements that are considered capital items under Generally Accepted Accounting Principles ("GAAP"); (b) The costs of alterations of tenant spaces or other capital expenditures except for such costs, as reasonably amortized by Landlord, where one of the purposes of such capital expenditure was to improve Building operating efficiency resulting in cost savings to Tenant; (c) Any principal and interest payments on mortgages and other mortgage related expenses; (d) Leasing commissions or other related leasing expenses; (e) Any expenses paid by any tenant directly to third parties, or as to which Landlord is otherwise reimbursed by any third party, other tenant or tenants, or by insurance proceeds. Notwithstanding anything to the contrary, to the extent Landlord determines it is beneficial to share costs or expenses for employees, utilities or other services or costs attributable to the Building and other buildings owned or managed by Landlord or its affiliates, Landlord may allocate such expenses as Landlord reasonably determines. Landlord reserves the right at any time to reasonably change the method of calculation or allocation of such costs and expenses and in making any computations contemplated hereby and Landlord's accountants may make such other modifications to the computations as are required to achieve the reasonable allocation of the costs and expenses. 4 144652.3
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10. ALTERATION- CHANGES AND ADDITIONS- RESPONSIBILITY- NO HOLES IN ROOF- NO NEW EQUIPMENT ON ROOF. Subject to Landlord's consent that any alterations requested by Tenant do not negatively affect the integrity of the Premises, in Landlord's sole discretion, Tenant may, during the Term, at Tenant's expense, erect inside partitions, add to existing electric power service, add telephone outlets or other communication services, add light fixtures, install additional heating and/or air conditioning or make such other changes or alterations as Tenant may desire, provided that prior to commencement of any such work, Tenant shall submit to Landlord a set of fully detailed working drawings and specifications for the proposed alteration, prepared by a licensed architect or engineer. If Tenant so requests, Landlord will have the drawings and specifications prepared for Tenant, at Tenant's expense. Tenant will pay for such services, as additional Rent, within 10 days after delivery of invoice. In particular, but not as a limitation, the working drawings must fully detail changes to mechanical, wiring and electrical, lighting, plumbing and HV AC systems to Landlord's satisfaction. Landlord may refuse to consent to the alterations because of the inadequacy of the drawings and specifications. All alterations, repair and maintenance work performed by Tenant shall be done at Tenant's expense by Landlord's employees or, with Landlord's prior consent and subject to any conditions imposed by Landlord, by other persons requested by Tenant; however, if such work is not performed by Landlord's employees, Tenant shall pay Landlord a supervisory fee within 10 days of receipt of an invoice from Landlord. Tenant may not commence the alterations until Landlord's written consent has been given. Any additions or alterations requested by Tenant of the telecommunication or data transmission equipment, facilities, lines or outlets on the Premises shall be performed only with Landlord's consent, and only by Landlord's approved contractor. If the drawings and specifications are adequate, to Landlord's sole satisfaction, then Landlord will not unreasonably withhold its consent to the alterations, except that Landlord may withhold its consent to new or altered openings (holes) in the roof, or placement of additional equipment on the roof, as follows. Landlord may withhold its consent to new openings in the roof or placement of additional equipment on the roof unless Landlord, in its sole discretion, is satisfied that the risk of increased leakage or risk of more frequent repairs or maintenance of the roof is acceptable to Landlord. Any new or altered opening in the roof, or placement of additional equipment thereon, shall be considered an alteration which requires the prior written consent of Landlord. If within 30 days after such plans and specifications are submitted by Tenant to Landlord for such approval, Landlord shall have not given Tenant notice of disapproval, stating the reason for such disapproval, such plans and specifications shall be considered denied by Landlord. As a condition of approval for such alternations, Landlord shall have the right to require Tenant to furnish adequate bond or other security acceptable to Landlord for performance of and payment for the work to be performed. At the end of this Lease, all such fixtures, equipment, additions and/or alterations (except trade fixtures installed by Tenant) shall be and remain the property of Landlord, provided, however, Landlord shall have the option to require Tenant to remove any or all such fixtures, equipment, additions, and/or alterations and restore the Premises to the condition existing immediately prior to such change and/or installation, normal wear and tear excepted, all at Tenant's cost and expense, specifically including, without limitation, the restoration of any roof penetrations, along with the removal of Tenant's cabling and power distribution specific to Tenant's business and its use of the Premises. All work done by Tenant shall conform to appropriate city, county and state building codes and health standards and OSHA standards and Tenant shall be responsible for obtaining and paying for building permits. If any such work done by Tenant causes damage to the structural portion, exterior finish or roof of the Premises, then the costs of repair of such damage, and of all further maintenance and repairs to such structural portion, exterior finish or roof during the Term shall thereafter be the responsibility of Tenant. Neither Landlord's right of entry, nor any actual inspection by Landlord, nor Landlord's actual knowledge of any alteration accomplished or in progress shall constitute a waiver of Landlord's rights concerning alterations by Tenant. 11. MECHANIC'S LIENS. Tenant shall pay all costs for construction done by it or caused to be done by it on the Premises as permitted by this Lease. Tenant shall keep the Building, other improvements and land of which the Premises are a part free and clear of all mechanic's liens resulting from construction by or for Tenant. Tenant shall have the right to contest the correctness or validity of any such lien if, immediately on demand by Landlord, Tenant deposits with Landlord and/or any appropriate court or title insurance company a bond or sum of money sufficient to allow issuance of title insurance against the lien and/or to comply with the statutory requirements for discharge of the lien found in Β§ 00-00-000 and Β§ 00-00-000, Colorado Revised Statutes, or any successor statutory provision. Landlord shall have the right to require Tenant's contractor(s), subcontractors and materialmen to furnish to both Tenant and Landlord adequate lien waivers on work or materials paid for, in connection with all periodic or final payments, by endorsement on checks, making of joint checks, or otherwise, and Landlord shall have the right to review invoices prior to payment. Tenant's failure to act in accordance with the foregoing shall be an event of default and Landlord may, in addition to other remedies, pay such amounts, which together with reasonable attorneys' fees incurred and interest, shall be immediately due Landlord upon notice. Landlord reserves the right to post notices on the Premises that Landlord is not responsible for payment of work performed and that Landlord's interest is not subject to any lien. 12. UNIFORM SIGNS; NO "FOR RENT" SIGNS. It is Landlord's intent to maintain uniformity of signage throughout the area where signs may be controlled by Landlord. Tenant shall place no signs on the Premises or the Building (except inside the Premises and that are not visible from outside the Premises) without prior written consent of Landlord. If Landlord approves signage, Tenant shall be responsible for removing such signage and restoring the area of the Building on which the signage was mounted on or before the Expiration Date or earlier termination of this Lease 7 144652.3
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17.2 General Liability Insurance. Tenant agrees to carry commercial general liability insurance in the minimum total amount of ONE MILLION Dollars ($1 ,000,000.00) for each occurrence of bodily injury and ONE MILLION Dollars ($1 ,000,000.00) for each occurrence ofproperty damage or $1 ,000,000 Combined Single Limits (CSL) bodily injury and property damage. Tenant also agrees to carry Comprehensive Automobile Liability insurance with a combined single limit of not less than $1 ,000,000 per occurrence for bodily injury and property damage. Tenant shall supply to Landlord certificates of insurance as provided in Section 17.6. In the event Tenant fails to secure such insurance or to give evidence to Landlord of such insurance by depositing with Landlord certificates as provided below, Landlord may purchase such insurance in Tenant's name and charge Tenant the premiums therefor. Bills for the premiums therefor shall be deemed and paid as additional Rent due within 10 days after delivery of invoice. Landlord, Xxxx Capital Partners, L.P., Flatiron Property Management LLC and such other parties that Landlord shall reasonably require from time to time shall be named as additional insured's (using endorsement form CG 20 10 07 04 or such other form Landlord may require from time to time) in all of the foregoing insurance policies with a statement to that effect set forth in the certificates of insurance furnished to Landlord. Flatiron Property Management LLC, having an address of 0000 Xxx Xxxxx Xxxxxxxxx, Xxxxx 000 , Xxxxxxxx, Xxxxxxxx 00000 , or such other party that Landlord shall require from time to time, shall be named "Certificate Holder" on all certificates of insurance required hereunder. In the event Tenant has multiple locations all insured under one policy, then Tenant shall provide to Landlord an aggregate limit endorsement specific to the Premises. 17.3 Tenant Improvements. Tenant agrees to carry insurance covering all of Tenant's leasehold improvements, alterations, additions, trade fixtures, merchandise and personal property from time to time in, on or upon the Premises, in an amount not less than 100% of the full replacement cost of such items from time to time during the Term, providing protection against any peril included within an "All-Risk" policy, with a deductible amount not to exceed $10,000.00. Any policy proceeds shall be used for the repair or replacement of the property damaged or destroyed unless this Lease shall cease and terminate due to destruction of the Premises as provided below. Leasehold improvements shall include all improvements above the concrete floor and below the concrete or steel roof deck and roof structure whether completed specifically for Tenant or existing prior to the Commencement Date and those tenant improvements made by Tenant or on Tenant's behalf by Landlord. 17.4 Other Insurance. Tenant agrees to carry insurance against such other hazards and in such amounts as the holder of any mortgage or deed oftrust to which this Lease is subordinate may require from time to time. 17.5 Waiver of Subrogation. Landlord and Tenant waive all rights of recovery against the other and its respective officers, partners, members, agents, representatives, and employees for loss or damage to its real and personal property kept in the Building which is capable of being insured against under ISO Causes of Loss - Special Form Coverage, or for loss of business revenue or extra expense arising out of or related to the use and occupancy of the Premises. Tenant also waives all such rights of recovery against Landlord's Building manager and/or property manager. Each party shall, upon obtaining the property damage insurance required by this Lease, notify the insurance carrier that the foregoing waiver is contained in this Lease and obtain an appropriate waiver of subrogation provision in the policies. 17.6 Other Provisions Regarding Tenant's Insurance. All insurance required ofTenant in this Lease shall be effected under enforceable policies issued by insurers licensed to do business in Colorado with a Best's Financial Strength Rating of no less than A-X. At least 30 days prior to the expiration date of any such policy, a certificate evidencing a new or renewal policy shall be delivered by Tenant to Landlord. Within 15 days after the premium Β·on any policy shall become due and payable, Landlord shall be furnished with satisfactory evidence of its payment. To the extent obtainable, all policies shall contain an agreement that, notwithstanding any act or negligence of Tenant which might otherwise result in forfeiture of such insurance, such policies shall not be canceled except upon 30 days prior written notice to Landlord, and that the coverage afforded thereby shall not be affected by the performance of any work in or about the Premises. If Tenant provides any insurance required of Tenant by this Lease in the form of a blanket policy, Tenant shall furnish satisfactory proof that such blanket policy complies in all respects with the provisions of this Lease, and that the coverage thereunder is at least equal to the coverage which would be provided under a separate policy covering only the Premises. 17.7 Changes in Standard Policies. If the definition of insurance industry policy language relating to "All-Risk" insurance or other term changes, the insurance requirements hereunder shall be modified to conform to the existing insurance industry language; however, the dollar amount of the coverage's required under this Lease shall not be less than those existing at the time of the effective beginning date of this Lease. 17.8 No Use of Premises in Violation of Insurance Policies. Tenant shall make no use of the Premises which would void or make voidable any insurance upon the Premises or Building or which would increase any insurance premiums for insurance on the Premises or the Building. 18. FIRE REGULATIONS - TENANT RESPONSIBILITY. It shall be Tenant's sole and exclusive responsibility to meet all fire regulations of any governmental unit having jurisdiction over the Premises to the extent such regulations affect Tenant's operations, at Tenant's sole expense. 19. REPLACEMENT OF BUILDING - CASUALTY DAMAGE. If the Premises are damaged or destroyed by fire or other cause at any time after the Date of Commencement of this Lease, Landlord shall proceed with due diligence to 9 144652.3
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repair or restore the same to the same condition as existed before such damage or destruction, and as soon as possible thereafter will give possession to Tenant of the Premises without diminution or change of location. Provided, however, that in case of total destruction of the Premises by fire, or in case the Building is so badly damaged that, in the opinion of Landlord, it is not feasible to repair or rebuild the same, then, Landlord shall have the right to terminate this Lease instead of rebuilding the improvements; provided, however, that Landlord shall give Tenant written notice of Landlord's intention to terminate, said notice to be served not later than 30 days after the occurrence of the damage to the property. In the event the Premises are rendered temporarily untenantable because of fire or other casualty, monthly Base Rent shall xxxxx on the untenantable area until the Premises are restored to their former condition, abatement to be based on the square feet of Building floor space in the untenantable area compared to the total square feet of Building floor space in the Premises. Provided, however, that to the extent the damage or destruction results from the negligence or other action of Tenant or its employees, agents, contractors, subcontractors, invitees, guests or licensees, Tenant shall pay for the restoration or repair, to the extent the cost of same is not covered by Landlord's insurance. 20. ENVIRONMENTAL MATTERS. 20.1 Definitions. 20.1.1 Hazardous Material. Hazardous Material means any substance: (a) the presence of which requires investigation, notice or remediation under any federal, state or local statute, regulation, ordinance, order, action, policy or common law; or (b) which is or becomes defined as a "hazardous material," "hazardous waste," "hazardous substance," "regulated substance," "pollutant" or "contaminant" under any federal, state or local statute, regulation, rule or ordinance or amendments thereto including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 X.X.X. Β§0000 et seq.), Toxic Substances Control Act (15 X.X.X. Β§0000 et seq.), the Colorado Underground Storage Tank Act (Colo. Rev. Stat. Β§00-00-000 et seq.), and/or the Resource Conservation and Recovery Act (42 U.S.C. Β§6901 et seq.); or (c) which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous and is or becomes regulated by any governmental authority, agency, department, commission, board, agency or instrumentality of the United States, the State of Colorado or any political subdivision thereof; or (d) the presence of which on the Premises causes or threatens to cause a nuisance upon the Premises or to adjacent properties or poses or threatens to pose a hazard to the health or safety of persons on or about the Premises; or (e) which contains gasoline, diesel fuel or other petroleum hydrocarbons; or (f) which contains polychlorinated biphenyls (PCBs), asbestos or urea formaldehyde foam insulation; or (g) radon gas. 20.1.2 Environmental Requirements. Environmental Requirements means all applicable present and future statutes, regulations, rules, ordinances, codes, licenses, permits, orders, approvals, plans, authorizations, concessions, franchises, and similar items, of all governmental agencies, departments, commissions, boards, bureaus, or instrumentalities of the United States, states and political subdivisions thereof and all applicable judicial, administrative, and regulatory decrees, judgments, and orders relating to the protection of human health or the environment, including, without limitation: (a) All requirements, including but not limited to those pertaining to reporting, licensing, permitting, investigation, and remediation of emissions, discharges, releases, or threatened releases of Hazardous Materials, chemical substances, pollutants, contaminants, or hazardous or toxic substances, materials or wastes whether solid, liquid, or gaseous in nature, into the air, surface water, groundwater, or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of chemical substances, pollutants, contaminants, or hazardous or toxic substances, materials, or wastes, whether solid, liquid, or gaseous in nature; and (b) All requirements pertaining to the protection of the health and safety of employees or the public. 20.1.3 Environmental Damages. Environmental Damages means all claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability), encumbrances, liens, costs, and expenses of investigation and defense of any claim, whether or not such claim is ultimately defeated, and of any good faith settlement or judgment, of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, including without limitation reasonable attorneys' fees and disbursements and consultants' and witnesses' fees, any of which are incurred at any time as a result ofthe existence of Hazardous Material upon, about, beneath the Premises or migrating or-threatening to migrate to or from the Premises, or the existence of a violation of Environmental Requirements pertaining to the Premises, including without limitation: 10 144652.3
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(a) Damages for personal injury, or injury to property or natural resources occurring upon or off of the Premises, foreseeable or unforeseeable, including, without limitation, lost profits, consequential damages, the cost of demolition and rebuilding of any improvements on real property, interest and penalties including but not limited to claims brought by or on behalf of employees of Tenant; (b) Fees incurred for the services of attorneys, consultants, contractors, experts, laboratories and all other costs incurred in connection with the investigation or remediation of such Hazardous Materials or violation of Environmental Requirements including, but not limited to, the preparation of any feasibility studies or reports or the performance of any cleanup, remediation, removal, response, abatement, containment, closure, restoration or monitoring work required by any federal, state or local governmental agency or political subdivision or court, or reasonably necessary to make full economic use of the Premises and any other property in a manner consistent with its current use or otherwise expended in connection with such conditions, and including without limitation any attorneys' fees, costs and expenses incurred in enforcing this Lease or collecting any sums due hereunder; (c) Liability to any third person or governmental agency to indemnify such person or agency for costs expended in connection with the items referenced herein; and (d) Diminution in the value of the Premises and adjoining property, and damages for the loss of business and restriction on the use of or adverse impact on the marketing of rentable or usable space or of any amenity of the Premises and adjoining property. 20.2 Tenant's Obligation to Indemnify, Defend and Hold Harmless. Tenant, its successors, assigns and guarantors, agree to indemnify, defend, reimburse and hold harmless the following persons from and against any and all Environmental Damages arising from activities of Tenant or its employees, agents, contractors, subcontractors, or guests, licensees, or invitees which (1) result in the presence of Hazardous Materials upon, about or beneath the Premises or migrating to or from the Premises, or (2) result in the violation of any Environmental Requirements pertaining to the Premises and the activities thereon: 20.2.1 Landlord; 20.2.2 any other person who acquires an interest in the Premises in any manner, including but not limited to purchase at a foreclosure sale or otherwise; and 20.2.3 the directors, officers, shareholders, employees, partners, agents, contractors, subcontractors, experts, licensees, affiliates, lessees, mortgagees, trustees, heirs, devisees, successors, assigns, guests and invitees of such persons. This obligation shall include, but not be limited to, the burden and expense of the indemnified parties in defending all claims, suits and administrative proceedings, including attorneys' fees and expert witness and consulting fees, even if such claims, suits or proceedings are groundless, false or fraudulent, and conducting all negotiations of any description, and paying and discharging, when and as the same become due, any and all judgments, penalties or other sums due against such indemnified persons, and all such expenses incurred in enforcing the obligation to indemnify. Tenant, at its sole expense, may employ additional counsel of its choice to associate with counsel representing the indemnified parties. 20.3 Tenant's Obligation to Remediate. Notwithstanding the obligation of Tenant to indemnify Landlord pursuant to this Lease, Tenant shall, upon demand of Landlord, and at its sole cost and expense, promptly take all actions to remediate the Premises which are reasonably necessary to mitigate Environmental Damages or to allow full economic use of the Premises, or are required by Environmental Requirements, which remediation is necessitated by the 1) introduction of a Hazardous Material upon, about or beneath the Premises or 2) a violation of Environmental Requirements, either of which is caused by the actions of Tenant, its employees, agents, contractors, subcontractors, guests, invitees or licensees. Such actions shall include, but not be limited to, the investigation of the environmental condition of the Premises, the preparation of any feasibility studies, reports or remedial plans, and the performance of any cleanup, remediation, containment, operation, maintenance, monitoring or restoration work, whether on or off ofthe Premises. Tenant shall take all actions necessary to restore the Premises to the condition existing prior to the introduction of Hazardous Material upon, about or beneath the Premises, notwithstanding any lesser standard of remediation allowable under applicable law or governmental policies. All such work shall be performed by one or more contractors, selected by Tenant and approved in advance and in writing by Landlord. Tenant shall proceed continuously and diligently with such investigatory and remedial actions, provided that in all cases such actions shall be in accordance with all applicable requirements of governmental entities. Any such actions shall be performed in a good, safe and workmanlike manner and shall minimize any impact on the business conducted at the Premises. Tenant shall pay all costs in connection with such investigatory and remedial activities, including but not limited to all power and utility costs, and any and all taxes or fees that may be applicable to such activities. Tenant shall promptly provide to Landlord copies of testing results and reports that are generated in connection with the above activities, and copies of any correspondence with any governmental entity related to such activities. Promptly upon completion of such investigation and remediation, Tenant shall permanently seal or cap all monitoring xxxxx and test holes to industrial standards in compliance with applicable federal, state and local laws and regulations, remove all associated equipment, and restore the Premises to the maximum extent possible, which shall include, without limitation, the repair of any surface damage, including paving, caused by such investigation or remediation hereunder. 11 0\\6 144652.3
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person or property, if the injuries (or death) are caused by Landlord, its agents, or employees, or where such injuries (or death) are the result of the violation by Landlord, its agents, or employees, of laws, ordinances, other governmental regulations, or of the terms of this Lease. Landlord provides recreation facilities for the use of employees of Tenant and other occupants within the property developed by Landlord, which property presently includes LONG'S PEAK INDUSTRIAL PARK, FIRST, SECOND and THIRD FILINGS, and portions of ST. VRAIN CENTRE, both in the City of Longmont and County of Boulder, Colorado, and will include such additional property in the immediate vicinity thereof as may be developed by Landlord. The term "recreation facilities" includes, at present, a fitness trail with 34 exercise stations, volleyball courts, basketball courts, and a park, and will include such additional facilities as Landlord may provide. Tenant shall indemnify and save harmless Landlord of and from liability for damages or claims against Landlord, including costs, attorneys' fees and expenses of Landlord in defending against the same, on account of any injury to (or death of) an employee of Tenant arising out of use of the recreation facilities. Tenant acknowledges that Landlord may cease to operate the recreation facility at any time for any reason without cause. 26. ASSIGNMENT OR SUBLETTING. 26.1 Tenant shall not sublet any part of the Premises nor assign or otherwise transfer this Lease or any interest herein (sometimes referred to as "Transfer," and the subtenant or assignee may be referred to as "Transferee") without the prior written consent of Landlord in each instance first being obtained, which consent will not be unreasonably withheld provided that: (1) Tenant complies with the provisions of Section 26.3; (2) Landlord declines to exercise its rights under Section 26.3; (3) the Transferee is engaged in a business and the portion of the Premises will be used for the Permitted Use in a manner which is in keeping with the then standards of the Building and does not conflict with any exclusive use rights granted to any other tenant of the Building; (4) the Transferee has reasonable financial worth in light of the responsibilities involved; (5) Tenant is not in default at the time it makes its request; (6) the Transferee is not a governmental or quasi-governmental agency; and (7) the Transferee is not a tenant or currently negotiating a lease with Landlord in any building owned by Landlord in the metropolitan area of the Building. 26.2 Transfer includes a sale by Tenant of substantially all of its assets or stock if Tenant is a publicly traded corporation, a merger of Tenant with another corporation, the transfer of 49% or more of the stock in a corporate tenant whose stock is not publicly traded, or transfer of 25% or more of the beneficial ownership interests in a partnership or limited liability company tenant. Notwithstanding anything to the contrary in this Section 26, Tenant may, without obtaining Landlord's consent, complete a Transfer to a Permitted Transferee subject to the following conditions: (i) the proposed use of the Premises shall be the same as Tenant's use and Landlord shall not be required, as a result of applicable laws, to make any renovations to the Building or common areas or provide special services as a result of such Transfer; and (ii) not lessΒ· than 30 days following the effective date of the Transfer, Tenant provides Landlord with documentation evidencing such transaction and such other evidence as Landlord may reasonably require to establish that such transaction complies with the provisions of this Section. "Permitted Transferee" means: (i) any subsidiary or affiliate in which Tenant owns a substantial interest; (ii) any parent of Tenant; (iii) any subsidiary or affiliate in which Tenant's parent owns a substantial interest; or (iv) any corporation into which Tenant may be merged or consolidated or which purchases all or substantially all of the assets or stock of Tenant provided that the resulting corporation has a net worth at least equal to Tenant's net worth as of the date hereof. 26.3 Except for a Transfer to a Permitted Transferee, Tenant must notify Landlord at least 60 days prior to the desired date of a proposed Transfer ("Transfer Request"). The Transfer Request shall describe the terms and conditions of the proposed Transfer. Within 30 days following receipt of a Transfer Request, Landlord shall notify Tenant ("Landlord's Notice") of its election of the following as applicable: (I) Landlord shall have the right to identify a proposed Transferee to accept the Transfer Request and Tenant shall not unreasonably withhold consent to a Transfer to the identified party, in which event the rent and other sums due from the Transferee will be paid to Tenant directly. Landlord has no responsibility for such Transferee's performance of its obligations to Tenant; or (2) If a Transfer Request involves 25% or more of the Premises, Landlord may recapture such space by terminating Tenant's Lease obligations as to the applicable portion ofthe Premises; provided, however, if Landlord makes such election, Tenant may, within 15 days after Landlord's Notice, withdraw a Transfer Request. If such termination occurs, it shall be effective on the date designated in Landlord's Notice, which date shall not be more than 30 days following such notice; or (3) Landlord may waive Landlord's rights under (1) and (2) above, as applicable, in which case Tenant shall be free to make a Transfer substantially identical to that described in the Transfer Request to any third party, subject to Landlord's consent as provided in Section 26.1. If Tenant does not complete the Transfer within 60 days following Landlord's Notice or materially modifies terms from those in the Transfer Request, then, prior to a Transfer to a third party, Tenant must resubmit a modified Transfer Request to Landlord and repeat the process in accordance with the provisions hereof. 15 144652.3
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Landlord and Tenant will execute an estoppel certificate in the fonn attached as Exhibit D setting forth the Commencement Date, the Expiration Date and such other matters described therein, and thereafter, at any time and from time to time upon not less than 10 days prior written request by Landlord, to execute, acknowledge, and deliver to Landlord an estoppel affidavit in form acceptable to Landlord and the holder of any existing or contemplated mortgage or deed of trust encumbering the Premises. Tenant's failure to deliver such statement within such time shall be conclusive upon Tenant (1) that this Lease is in full force and effect, without modification except as may be represented by Landlord; (2) that there are no uncured defaults in Landlord's performance; and (3) that not more than one month's Rent has been paid in advance. Further, upon request, Tenant shall supply to Landlord a corporate resolution certifying that the party signing this statement on behalf of Tenant is properly authorized to do so, if Tenant is a corporation. Tenant agrees to provide Landlord within ten business days of Landlord's request, Tenant's most recently completed financial statements and such other financial infonnation as reasonably requested by Landlord in order to verify Tenant's financial condition to satisfy requirements of Landlord's existing or contemplated lender or mortgagee. Tenant agrees with lender and Landlord that ifthere is a foreclosure of any such mortgage or deed of trust and pursuant to such foreclosure, the Public Trustee or other appropriate officer executes and delivers a deed conveying the Premises to the lender or its designee, or in the event Landlord conveys the Premises to the lender or its designee in lieu of foreclosure, Tenant will attorn to such grantee of the Premises, rather than to Landlord, to perfonn all of Tenant's obligations under this Lease, and Tenant shall have no right to tenninate this Lease by reason of the foreclosure or deed given in lieu thereof. 31 . RECORDING - CONFIDENTIALITY. This Lease shall not be recorded. All communications and infonnation obtained by either party during the negotiations of this Lease, the actual terms and conditions of this Lease, including without limitation all infonnation obtained by Landlord while in the Premises (but specifically excluding infonnation relating to the physical premises owned by Landlord which relates to the operation of the Building and the nonnal performance of Landlord and Landlord's agents of the management, maintenance, repair and renovation duties with respect to the Building) shall be deemed confidential and proprietary (collectively the "Protected lnfonnation"). Without the prior written consent of an authorized representative of either party, Landlord and Tenant or its agents, shall not divulge to ariy third party any Protected Infonnation, except as required by law or valid order of a court or tribunal. Prior to disclosure of any Protected Infonnation, whether as required by law or court order or otherwise, either party shall infonn the other party, in writing, the nature and reasons for such disclosure. 32. NO WAIVER OF BREACH; ACCEPTANCE OF PARTIAL PAYMENTS OF RENT. No assent, or waiver expressed or implied, or failure to enforce, as to any breach of any one or more of the covenants or agreements herein shall be deemed or taken to be a waiver of any succeeding or additional breach. Payment by Tenant or receipt by Landlord of an amount less than the Rent or other payment provided for herein shall not be deemed to be other than a payment on account of the earliest Rent then due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment of Rent be deemed an accord and satisfaction, and Landlord may accept such check or other payment without prejudice to Landlord's right to recover the balance of all Rent then due, and/or to pursue any or all other remedies provided for in this Lease, in law, and/or in equity including, but not limited to, eviction of Tenant. Specifically, but not as a limitation, acceptance of a partial payment of Rent shall not be a waiver of any default by Tenant. 33. CONTROLLING LAW; AND PARTIAL INVALIDITY; MODIFICATIONS OR EXTENSIONS. No modification of this Lease shall be binding unless endorsed hereon or otherwise written and signed by the respective parties. The Lease, and all terms hereunder shall be governed by the laws of the State of Colorado, exclusive of its conflicts of laws rules. Should any term or provision of this Lease be invalid or unenforceable, the remainder of this Lease shall be not be affected thereby each term and provision of this Lease shall be valid and be enforced to the fullest extent pennitted by law. No modification of this Lease shall be binding unless endorsed hereon or otherwise written and signed by the respective parties. 34. INUREMENTS. The covenants and agreements herein contained shall bind and inure to the benefit of Landlord and Tenant and their respective successors. This Lease shall be signed by the parties in duplicate, each of which shall be a complete and effective original lease. 35. TIME. Time is of the essence in this Lease in each and all of its provisions in which performance is a factor. 36. ADDRESSES; EMPLOYER IDENTIFICATION NUMBERS; METHOD OF GIVING NOTICE. All Rent and other monetary obligations due under this Lease shall be mailed to the Rent Payment Address set forth in Section 1.11 of this Lease. All notices or other communications required or desired to be given to Landlord must be in writing and shall be deemed received when delivered personally to any officer, partner, or member of Landlord (depending upon the nature of Landlord), or when deposited in the United States mail, postage prepaid, certified or registered, return receipt requested, addressed to Landlord's Notice Address set forth in Section 1.10 of this Lease, or when deposited with a nationally-recognized overnight courier service with verification of delivery, addressed to Landlord's Notice Address set forth in Section 1 of this Lease. All notices or communications required or desired to be given to Tenant shall be in writing and deemed duly served when delivered personally to any officer, employee, partner, or member of Tenant (depending upon the nature of Tenant), individually if a sole proprietorship, or manager of Tenant whose office is in the Building, or when deposited in the United States mail, postage prepaid, certified or registered, return receipt requested, addressed to Tenant's Notice Address set forth in Section 1.13, 17 144652.3
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EXHIBIT A-1 BUILDING PROPERTY ADDRESS: 0000 XXXXXXXX XXXXXX, XXXXXXXX, XXXXXXXX XXX 0X, XXXXX XXXX XXXXXXXXXX XXXX-XXXXX SUBDIVISION "C", THE PLAT OF WHICH WAS RECORDED SEPTEMBER 20, 1982 ON FILM 1222 AS RECEPTION NO. 512276 UNDER PLAN FILE NO. P-13, F-1 , #4, CITY OF LONGMONT, COUNTY OF BOULDER, STATE OF COLORADO. 22 144652.3
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EXHIBIT A-2 PREMISES LTO BE INSERTEDJ 23 144652.3
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EXHIBIT 8 TENANT IMPROVEMENTS NUTRONICS, INC., a Nevada corporation RE: Lease by and between LONGMONT DIAGONAL INVESTMENTS, LP, a Delaware limited partnership, hereinafter referred to as Landlord, and NUTRONICS, INC., a Nevada corporation hereinafter referred to as Tenant, pertaining to approximately 6, 795 rentable square feet of space in Suite G (the "Premises") of the Building (the "Lease") Gentlemen: Concurrently herewith, you as Tenant, and the undersigned, as Landlord, have executed the referenced Lease, which provisions of said Lease are herein incorporated by reference as if fully set forth herein. (Initially capitalized terms not otherwise defined have the same meaning as in the Lease.) In consideration ofthe execution of the Lease, Landlord has agreed to complete certain improvements in the Premises and Tenant and Landlord agree as follows: 1. Landlord and Tenant have mutually approved a space plan dated April 3, 2014 ("Approved Plan"), prepared by Xxx Xxxxxxxxx ("Architect"), which sets out the scope of work (collectively, the work to be completed in accordance with the Approved Plan is referred to as the "Tenant Improvements") that Landlord has agreed to Substantially Complete in the Premises prior to delivering the Premises to Tenant. 2. The Architect and engineers selected by Landlord will prepare draft architectural, mechanical and electrical construction drawings for the Premises to the extent necessary that are consistent with the Approved Plan. Architect and the engineers shall use reasonable efforts to complete and deliver such draft construction drawings to Landlord and Tenant not later than two (2) weeks following the approval of the Approved Plans. Not later than 5:00p.m., Mountain Time, on the 3rd business day following Tenant's receipt ofthe draft drawings, Tenant shall either (i) give notice that Tenant approves such drawings, or (ii) notify Landlord and Landlord's Architect of changes requested by Tenant. If Tenant fails to notify Landlord of requested changes by such deadline, Tenant shall be deemed to have approved the drawings. Tenant shall have the right to request changes in the drawings based on either (a) inconsistency between the Approved Plan, or (b) changes requested by Tenant, in Tenant's discretion, subject to Landlord's approval. If changes are requested by Tenant in accordance with the foregoing or by Landlord, Landlord's Architect shall revise the draft drawings and deliver such revised drawings again for approval, under the foregoing provisions; delay caused by changes shall be subject to the provisions of Paragraph 8 below. Upon approval or deemed approval, the drawings shall be deemed the "Construction Drawings". 3. Changes to the Approved Plan or Construction Drawings may be made only by written approval by Landlord and Tenant. All increased costs incurred by such changes, including costs of the revisions in Construction Drawings, costs of construction and materials, and reimbursables necessitated by such changes, will be paid by Tenant in full within (ten) 10 days of approval by Landlord and Tenant (on an estimated basis with an adjustment following completion). Any delay in Landlord's completion of the Tenant Improvements due to Tenant's delay in paying for the costs of such changes shall be a Tenant Delay. 4. Neither Landlord's use or approval of any plans (including any preliminary plans) submitted by Tenant for completion of the Tenant Improvements nor the fact that the Approved Plans and the Construction Drawings have been prepared by the Architect and engineers engaged by Landlord creates a responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with any laws, rules and regulations of governmental agencies or authorities having jurisdiction over the Premises now or hereafter in effect. 5. Landlord's contractor shall diligently complete the Tenant Improvements in the Premises substantially in accordance with the Construction Drawings. The Tenant Improvements shall be constructed in accordance with the terms of the Approved Plan, in a good and workmanlike manner, and in compliance with applicable laws, codes and regulations. For purposes hereof, "Substantially Complete" means that the Tenant Improvements have been completed to the extent that Tenant may occupy the Premises and operate the Permitted Use, subject only to punchlist items as referred to below, as determined by the Architect. 6. When the Architect determines that the Tenant Improvements are Substantially Complete, Landlord shall give notice to Tenant and following receipt of such notice, the representatives of Landlord and Tenant shall jointly inspect the Premises with Architect and develop a punchlist of items of the Tenant lmprovements not yet complete that do not interfere with Tenant's operation of its Permitted Use. Taking possession of the Premises for operation of the Permitted Use shall be conclusive evidence as against Tenant that the Premises were in the condition agreed upon between Landlord and Tenant and acknowledgment of satisfactory completion of the Tenant Improvements except for the punchlist items and except for latent defects of which Tenant gives notice to Landlord within six (6) months following the date the Tenant Improvements were deemed Substantially Complete. Landlord shall complete the punchlist items with reasonable diligence and shall remedy latent defects of which Tenant gives notice to Landlord in accordance with the foregoing provision. 7. Landlord shall pay the cost of the Tenant Improvements completed in accordance with the Construction Drawings (including the cost of review and preparation of the Approved Plan and Construction Drawings), all labor, materials, permits, fees (including Landlord's construction management fee equal to 5% of all costs of construction), and contractors and 24 144652.3
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I I subcontractors' charges (the "Improvement Allowance"). The Improvements Allowance is to be expended solely for the benefit of Landlord; that is, the Improvement<> Allowance will be expended only to pay for design, engineering, installation, and construction of the Tenant Improvements which under the Lease becomes the property of Landlord upon installation and not for the installation of an increased power supply, movable furniture, equipment, cabling, and trade fixtures not physically attached to the Premises. Tenant is responsible for and shall pay all costs and expenses payable under this Work Letter that are not allowable as expenditures from the Improvements Allowance as such amounts become due and payable. Tenant shall also pay all costs and expenses incurred by Landlord as a result of a Tenant Delay. "Tenant Delay" means delay (i) in the preparation, finalization or approval of Construction Drawings caused by Tenant or Tenant's Agents; (ii) caused by Tenant's changes to the Approved Plan or Construction Drawings, other than. changes caused by errors of Landlord's Architect or inconsistencies with the Approved Plan; (iii) in the delivery or installation of any special or non-standard building items specified by Tenant that would cause delay in completion beyond the date the Tenant Improvements would have been completed had it not been for such delay by Tenant; or (iv) of any kind or nature in the completion of the Tenant Improvements caused by Tenant, Tenant's Agents, or Tenant's representative. LANDLORD: LONGMONT DIAGONAL INVESTMENTS, LP, a Delaware limited partnership :::;:;;; :~!!1: I. By G2 2~ Authorized Signatory Co 1\.-N..tt <5 lt5 2,!:J 1\s.S )!_j TENANT: NUTRONICS, INC., a Nevada corporation ~it,, I/1}/cr-; 25 144652.3
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EXHIBIT C FORM OF COMMENCEMENT AGREEMENT Commencement Date Acknowledgment and Agreement This Commencement Date Acknowledgment and Agreement ("Agreement") is an acknowledgment of the Commencement Date as defined in the Lease and intended to be a part of that certain Lease Agreement for premises located at 1851 Lefthand Circle... Longmont, Colorado, which was executed on the day of 2014 between LONGMONT DIAGONAL INVESTMENTS, LP, a Delaware limited partnership, as Landlord, and NUTRONICS, INC., a Nevada corporation, as Tenant. Landlord and Tenant hereby agree that: 1. The Premises are tenantable, Landlord has no further obligation for construction, and Tenant acknowledges that both the Building and the Premises are satisfactory in all respects. 2. Tenant took possession of the Premises on _ _ ________,_ 201 Tenant hereby agrees to pay partial month's Rent in the amount of$__ L_ days at$_ per diem). 3. The Commencement Date of the Lease is hereby agreed to be the 1st day of the month of ____, 201_ 4. The Expiration Date ofthe Lease is hereby agreed to be the last day of month of _______, 201 _ All other terms and conditions of the Lease Agreement are hereby ratified and acknowledged to be unchanged. Agreed and executed this _ ____ day of _______, 201 __. LANDLORD: LONGMONT DIAGONAL INVESTMENTS, LP, a Delaware limited partnership By _________________________ Authorized Signatory TENANT: NUTRONICS, INC., a Nevada corporation By __________________ Title ________________ 144652.3
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EXHIBIT D FORM OF TENANT'S ESTOPPEL CERTIFICATE Tenant's Estoppel Certificate PROJECT: 0000 Xxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000 ("Project") PREMISES: Suite G (totaling 6,795 net rentable square feet) ("Premises") LANDLORD: LONGMONT DIAGONAL INVESTMENTS, LP, a Delaware limited partnership ("Landlord") LEASE DATED: July __, 2014 ("Lease") The undersigned tenant ("Tenant"), in recognition that General Electric Capital Corporation (together with its successors and assigns, the "Lender") has provided or is considering providing financing for the Project, hereby certifies to Landlord and Lender that: 1. Tenant has accepted possession of the Premises pursuant to the Lease. The Lease term commenced on 20 . The expiration date of the Lease term, excluding any unexercised renewals and extensions, is _ _____. Tenant has not assigned its rights under the Lease or sublet any portion of the leased premises. The Lease has not been amended except as follows: [List the dates ofany amendments or modifications ofth e Lease] 2. Any improvements required by the terms of the Lease to be made by Landlord have been completed to the satisfaction of Tenant in all respects, and Landlord has fulfilled all of its duties under the Lease, including without limitation satisfaction of any tenant improvement allowance obligations thereunder. 3. Except as disclosed in Paragraph 1 above, the Lease has not been assigned, modified, supplemented or amended in any way. The Lease constitutes the entire agreement between the parties and there are no other agreements or understandings between Landlord and Tenant concerning the Premises. The undersigned does not have (a) any option or preferential right to (i) purchase all or any part of the Premises or the building of which the Premises are a part, (ii) cancel or terminate the Lease early, or (iii) surrender space back to Landlord, or (b) any right, title or interest with respect to the Premises or such building other than as Lessee under the Lease. 4. The Lease is valid and in full force and effect, and to the best of Tenant's knowledge, neither Landlord nor Tenant is in default thereunder. Tenant has no defense, setoff or counterclaim against Landlord arising out of the Lease or against the payment of rent or other charges under the Lease or in any way relating thereto, or arising out of any other transaction between Tenant and Landlord, and no event has occurred and no condition exists, which with the giving of notice or the passage of time, or both, will constitute a default under the Lease. Tenant is current in the payment of any taxes, utilities, common area maintenance or other charges to be paid by Tenant. 5. There are no actions, whether voluntary or involuntary, pending against Tenant under any insolvency, bankruptcy or other debtor relief laws of the United States of America or of any state or other political subdivision thereof. 6. The minimum monthly rent presently payable under the Lease is $ . Except for Tenant's security deposit (if any), Landlord holds no other funds for Tenant's account. No rent or other sum payable under the Lease has been paid more than one month in advance. Tenant is not entitled to any credit against any rent or other charges under the Lease, or any other rent concession under the Lease, including without limitation any such remaining credit (i .e., not previously applied against rent prior to the date hereof), whether arising from any unused tenant improvement allowance or otherwise, except as follows (if applicable, explain basis for credit and amount ofremaining credit): ___ _ 7. Tenant acknowledges that the Lease will be assigned to Lender in connection with Lender's financing of the Project, and Tenant has received no notice of a prior assignment, hypothecation or pledge of the Lease or the rents (other than in connection with previous financing of the Project); and that the interest of the Landlord in the Lease shall be assigned to Lender solely as security for the purposes specified in the assignment and Lender shall assume no duty, liability or obligations whatever under the Lease or any extension or renewal thereof. 2 144652.3
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8. Tenant shall give Lender prompt written notice of any default of Landlord under the Lease, if such default entitles Tenant, under law or otherwise, to terminate the Lease, reduce rent or credit or offset any amounts against future rents and shall give Lender reasonable time (but in no event less than 90 days after receipt of such notice) to cure or commence curing . such default prior to exercising (and as a condition precedent to its right to exercise) any right Tenant may have to terminate the Lease, reduce rent or credit or offset any amounts against the rent. Tenant shall give written notice to any successor in interest of Lender, any transferee who acquires the property by deed in lieu of foreclosure, or any successor or assign thereof (collectively, the "Mortgagee"). 9. All notices and other communications from Tenant to Lender shall be in writing and shall be delivered or mailed by registered mail, postage paid, return receipt requested, addressed to: General Electric Capital Corporation c/o GE Real Estate 00000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Attention: Asset Manager- Project Name Or at such other address as Lender or its successors, assigns or transferees shall furnish to Tenant in writing. 10. This Estoppel Certificate is being executed and delivered by Tenant to induce Lender to make a loan to Landlord, which loan is to be secured in part by an assignment to Lender of Landlord's interest in the Lease and with the intent and understanding that the above statements will be relied upon by Landlord and Lender. TENANT: NUTRONICS, INC., a Nevada corporation By: -------------------------------- Its: ____________________ Date: 3 144652.3
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4. In addition to the rights of Landlord to use the Security Deposit as provided in the Lease, if Tenant fails to perform the Restoration Obligations as and when required hereunder, then such failure shall constitute an event of default by Tenant under the Lease and Landlord shall have the right to use the Security Deposit, or so much thereof as necessary in reimbursement of any reasonable out-of-pocket expenses incurred by Landlord to perform the Restoration Obligations. In the event of Tenant's failure to perform the Restoration Obligations hereunder. Tenant shall within I 0 days after written demand by Landlord remit to Landlord a sufficient amount to pay for all reasonable out-of-pocket expenses incurred by Landlord to perform the Restoration Obligations in excess of the actual amount of the Security Deposit applied by Landlord in accordance with the terms hereof. 5. Tenant hereby represents and warrants to Landlord that it has not engaged any broker in connection with the negotiation and/or execution of this Amendment. Tenant has no knowledge of any broker's involvement in this transaction. Tenant will indemnify Landlord against any claim or expense (including, without limitation, attorneys' fees) paid or incurred by Landlord as a result of any claim for commissions or fees by any broker. finder. or agent. whether or not meritorious. employed by Tenant or claiming by. through or under Tenant. 6. If there is any conflict between the terms of this Amendment and the terms of the Lease. the terms of this Amendment govern. The Lease as hereby amended is in full force and effect. is hereby ratified and affirmed by the panics. and is binding upon the panies in accordance with its terms. 7. Time is of the essence herein. Remainder of Page !11lentional~v Left Blank- Signatures Follow 00309111.5 2
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Exhibit A First Amendment Alterations The First Amendment Alterations consists of the work detailed on the following plans: XX Xxxxxxx Electrical Design, Electrical One Line Diagram dated April 21, 2016 DH Consulting & Design Services, Nutronics Power Upgrade, Sheet E-2 dated July 20. 2016 Concrete Pad Layout* *Tenant shall be required to fence equipment on concrete pad. The type, design and location of the fence shall be subject to approval by Landlord, which approval shall not be unreasonably withheld. 0030911 15 4
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4. In addition to the rights of Landlord to use the Security Deposit as provided in the Lease, if Tenant fails to perform the Restoration Obligations as and when required hereunder, then such failure shall constitute an event of default by Tenant under the Lease and Landlord shall have the right to use the Security Deposit, or so much thereof as necessary in reimbursement of any reasonable out-of-pocket expenses incurred by Landlord to perform the Restoration Obligations. In the event of Tenant's failure to perform the Restoration Obligations hereunder. Tenant shall within I0 days after written demand by Landlord remit to Landlord a sufficient amount to pay for all reasonable out-of-pocket expenses incurred by Landlord to perform the Restoration Obligations in excess of the actual amount of the Security Deposit applied by Landlord in accordance with the terms hereof. 5. Tenant hereby represents and warrants to Landlord that it has not engaged any broker in connection with the negotiation and/or execution of this Amendment. Tenant has no knowledge of any broker's involvement in this transaction. Tenant will indemnify Landlord against any claim or expense (including, without limitation, attorneys' fees) paid or incurred by Landlord as a result of any claim for commissions or fees by any broker. finder, or agent. whether or not meritorious. employed by Tenant or claiming by, through or under Tenant. 6. If there is any conflict between the terms of this Amendment and the terms of the Lease. the terms of this Amendment govern. The Lease as hereby amended is in full force and effect. is hereby ratified and affirmed by the parties. and is binding upon the parties in accordance with its terms. 7. Time is of the essence herein. Remainder of Page lmemionally Left Blank- Signatures Follow 00309111.5 2
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WITNE WHEREOF, th partie ha e executed thi Amendment a of the day and year be low and it effecti e fth date fir t above wrinen. "Tenant" "Landlord" 00309 11 1 - 3
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Exhibit A First Amendment Alterations The First Amendment Alterations consists of the work detailed on the following plans: XX Xxxxxxx Electrical Design, Electrical One Line Diagram dated April 21, 2016 Dl-1 Consulting & Design Services, Nutronics Power Upgrade, Sheet E-2 dated July 20. 2016 Concrete Pad Layout* *Tenant shall be required to fence equipment on concrete pad. The type. design and location of the fence shall be subject to approval by Landlord, which approval shall not be unreasonably withheld. 0030911 L5 4
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