1ST ADDENDUM TO STANDARD SUBLEASE MULTI-TENANT
1ST
ADDENDUM TO STANDARD SUBLEASE MULTI-TENANT
THE
STANDARD SUBLEASE MULTI-TENANT
BY
AND BETWEEN NAVIO SYSTEMS,
INC
(SUBLESSOR)
AND
AMERICAN ETHANOL INC.(SUBLESSEE)
DATED AS
OF SEPTEMBER 6,
2007,
FOR THE
PROPERTY LOCATED AT 00000
XXXXXX
XXXXX XXXX,
XXXXX
000,
XXXXXXXXX,
XXXXXXXXXX
00000
(SUBLEASE),
IS
AMENDED BY THIS 1ST
ADDDENDUM DATED AS OF THE SAME DATE,
AND
INCORPORATED IN THAT SUBLEASE.
Section
1.3 Term
The
following shall be added to the last paragraph in Section 1.3 Term:
Notwithstanding
anything to the contrary in this Sublease, the Commencement Date shall not
occur
until the Consent of Master Lessor shall have been obtained. (described in
Article 9 as amended below). Occupancy shall not occur until payment described
in Section 1.7 of the Sublease has been made. No monies are due or owing from
Sublessee until 1 business day after notification in writing of Master Lessor
consent.
If
the
Commencement Date does not occur on or before October 29, 2007, this Sublease
may be declared null and void by Sublessee.
Section
1.5 Base Rent
The
following shall be added to the last paragraph in Section 1.3 Term:
Rent
for
any partial term shall be prorated on the basis of a 30 day month.
Sublessor
shall promptly notify Sublessee in writing if Sublessor is in default of the
Master Lease.
Section
1.6 Sublessee’s Share of Operating Expenses
The
following shall be added to the last paragraph in Section 1.3 Term:
Sublessee’s
share of Operating Expenses is twenty-nine and eight-tenths (29.8%) of the
current share of Sublessor’s share of Operating Expenses under the Master Lease
for the building, which represents its proportionate share of leased square
feet
Any increase in Sublessee’s share of Operating Expenses shall be limited to the
actual cost of such annual increase in expense. The Sublessee shall have the
right to audit operating expenses furnished by Master Lessor per the terms
of
Section 7 (b) (fifth paragraph) of the Master Lease. Sublessor will make its
reasonably best efforts to cooperate with the Sublessee if Sublessee disagrees
with the Operating Expense Reconciliation passed on by the Master Lessor.
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Section
1.7 Base Rent and Monies Paid on Execution, is modified as
follows:
The
heading shall be modified to “Base Rent and Monies Paid at Commencement Date”
The
heading of Section 1.7 (d) shall be modified to:” Total Due Upon Commencement
Date of this Sublease”
Section
2.10 Common Area Changes
This
section is deleted in its entirety.
Section
4.2 Common Area Operating Expenses
This
section is deleted in its entirety. (please delete from form).
Common
Area changes are as defined by the Section 7 of the Master Lease.
Section
9 Consent of Master Tenant
This
Sublease shall not be effective unless Master Lessor shall approve the Sublease
in writing. Such approval must occur on or before October 29, 2007.
The
remainder of Section 9 remains in full force and effect.
2
THE
FOLLOWING SECTIONS ARE ADDITIONS TO THE SUBLEASE:
Section
14 Building improvements.
At
its
sole cost and expense, Sublessor shall complete the following in good
workmanlike condition prior to the Commencement of the Sublease. Such condition
shall be approved by Subtenant before the Commencement Date.
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1
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Professionally
steam clean the carpets
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2
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Paint
the office area or provide “touch up” paint, including painting the
demising wall, in a professional workmanlike manner in accordance
with the
Building Standard that has previously been approved by Master Lessor
for a
first class office space.
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3
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Demise
the Premises from neighboring Suite 740 in a professional workmanlike
manner in accordance with the Building Standard that has previously
been
approved by Master Lessor for demising walls between independent
tenants
in a first class office space.
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Section
15 Furniture
Sublessor
shall deliver the Premises to Sublessee in its currently configured condition,
including all existing furniture. An inventory of the furniture will be provided
and will be attached to the Sublease as an Exhibit. Sublessee shall have the
right to use the FF&E throughout the term of the Sublease at no additional
charge. Sublessee shall maintain the furniture at its sole cost and expense
and
leave the furniture upon the end of the Sublease in good condition, normal
wear
and tear excluded.
The
furniture provided and the condition of same is attached as an exhibit to the
Sublease.
Section
16 Right of First Refusal
The
Sublessee shall have the Right of First Refusal for Suite 740. The Sublessor
shall continue to market the adjacent space to any prospective tenant. Once
business terms are agreed upon with a new prospective tenant, the Sublessor
shall present said terms to the Sublessee. The Sublessee shall have three (3)
days to accept these terms. If the Sublessee does not accept the proposed terms
with written notice to Sublessor within three (3) business days, the Sublessor
shall have the right to lease the space to the new prospective
tenant.
3
Section
17 Option to Extend Term
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A.
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Terms
of Option to extend. Subject to the conditions below, Sublessee shall
have
the option to extend the term of this Sublease for one (1) additional
period of twenty five (25) months, in no event expiring beyond October
31,
2011. The extension period shall commence upon the expiration of
the
previous term. Sublessee's option to extend shall be subject to the
following conditions:
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(i)
Sublessee
shall not be in default either at the time it gives Sublessor notice of its
intent to extend or at the commencement of the extension term, and has not
been
ten (10) or more days late in the payment of rent more than a total of two
(2)
times during the Lease term. .
(ii) Sublessee
shall be operating in the Premises in a manner consistent in all respects with
this Sublease.
(iii) Sublessee
shall give Sublessor unconditional written notice of the exercise of its option
at least three (3) months but not more than nine (9) months prior to the
expiration of the then current term, time being strictly of the essence, and
any
failure to give said notice within the required time period shall be deemed
an
election by Sublessee not to extend the term of the Lease.
(iv) The
extension term shall be upon the same terms and conditions as are contained
in
the Sublease and this Addendum, except that the Base Rent shall be determined
in
accordance with Subsection B below. If Sublessee has exercised its option to
extend, the phrase "Term" as used in the Sublease shall mean the initial term
of
the Sublease and the extension term. The option to extend shall be personal
to
Sublessee, and shall not be transferable or assignable to any other person
or
entity.
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B.
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Base
Rent for the Option Period
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Base
Rent
for the Option Period shall be a fixed increase of 3% of the Base Rent stated
in
the Sublease for the entire term of the Option Period.
Sublessee
shall have the right to sublease/assign all or any portion of its Premises
during the Term or extended Term of the Sublease to a qualified party or
parties, subject to the approval of the Master Lessor, which shall not be
unreasonably withheld or delayed.
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Section
18 Sublet and Assignment
Sublessee
shall have the right to sublet/assign all or any portion of its Premises during
the Term or extended Term of the Sublease to a qualified party or parties,
subject to the approval of the Master Lessor, which shall not be unreasonably
withheld or delayed.
Section
19 Insurance
Sublessee
shall be required to carry General Liability Insurance commercial insurance
including the broad form endorsement for single limit liability coverage in
an
amount of $1,000,000. Sublessee will be required to carry property coverage
on
business personal property, excluding flood and earthquake coverage.
Additionally, Sublessee will also carry an umbrella policy in the amount of
$1,000,000.
The
quality of the carriers shall be as described in the Master Lease. Sublessee
will provide certificates of insurance on an annual basis and will name the
Master Lessor and Sublessor as additional insureds.
This
Addendum is executed at the date of the execution of the Sublease and is
incorporated in full by this reference.
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SUBLESSOR:
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Navio
Systems Inc.
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SUBLESSEE:
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American
Ethanol Inc.
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A
Delaware Corporation
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A
Nevada Corporation
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BY:
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/s/
Xxxxx Xxxxxx
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BY:
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/s/
Xxxx XxXxxx
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BY:
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Xxxxx
Xxxxxx
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BY:
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Xxxx
XxXxxx
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Date:
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September
6, 2007
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Date:
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September
6, 2007
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