Document Ogden_doc_46100ff64b

1 Ogden Redevelopment Agency Meeting: September 12, 2017 TRACKLINE ECONOMIC DEVELOPMENT PROJECT AREA - OGDEN BUSINESS EXCHANGE PROJECT - Amendment to the Participation and Incentive Agreement – OBE Vision, LLC for SR56, LLC Action: No Action – Information Only Executive Summary The Board requested and the Administration agreed to provide an amendment to the Participation and Incentive Agreement with OBE Vision, LLC, approved by the Board on August 22, 2017. The amendment was to clarify the terms under which OBE was eligible for the incentives. After further review, the City Attorney’s Office determined that existing provisions in the Agreement were sufficient to address the Board’s concerns. Therefore, no amendment is necessary, Background August 22, 2017 The Board adopted Resolution 2017-5 approving a Participation and Incentive Agreement with OBE Vision, LLC for the benefit of SR56, LLC (OBE). Under the terms of the Agreement, the Agency will provide $531,412 in incentives over a five year period. Incentives will be used to provide reduced rent for a new 15,850 sq. ft. research and development facility for use by SR56, LLC, a subsidiary of Selle Royal Company. The Board adopted the Resolution with the understanding that an amendment to the Agreement would be provided to clarify that if SR56 terminated its lease and OBE was successful in securing a tenant at market-rate, then incentives would cease. After further review, the City Attorney’s Office determined that this provision already existed in the Agreement. The pertinent section of the Agreement reads as follows: ---PAGE BREAK--- 2 Ogden Redevelopment Agency Meeting: September 12, 2017 II. DEVELOPMENT INCENTIVES. . . . B. Conditions to Agency Incentive. The Agency shall have no obligation to pay any year of the Agency Incentive unless each of the following conditions has been satisfied (collectively referred to as the “Conditions to Agency Incentive”) . . . (iv) SR56 is in continual occupancy of the Facility under the terms of the Lease. The City Attorney’s office indicated that this language is sufficient to protect the Agency. Attachment Executed Participation and Incentive Agreement with OBE Vision, LLC Board Staff Contact: Janene Eller-Smith, (801)629-8165 ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- LEASE AGREEMENT F'ROM OBE VISION. LLC LANDLORI) SRsó. INC. TENAI\T PREMISES: 516lY. Stockman Wuy, Ogden, Utah DATED: April 14,2016 TO ---PAGE BREAK--- LEASE AGREEMENT This LEASE AGREEMENT made as of this 14ú day of April, 2016, between OBE VISION, LLC, a Utah limited liability company ("Landlord"), having an office at 25 South Main Street, Centerville, Utah 84014, and SR56, INC. ("Tenant"), having an office at 5469 Aspen Meadow Lane, Mountain Green, Utah 84050. \ryITNESSETH: 1. DEFINITIONS. "Building" shall mean that certain building designated as Building located at 516 W. Stockman Way, Ogden, Utah,84401 to be constructed according to the site plans, elevations, floor plans, interior finish plans, specifications, and drawings which are collectively referred to as the "Building Plans", as generally described and attached and made part hereto as EyJribit B - Overall Plan. which does not constitute personal property, and which is intended to be used and occupied by Tenant for the uses specified and allowed inihis Lease. "Common Area or Common Areas" shall include, as applicable, roadways, parking areas, grounds, landscaping, used by Tenant as shall exist from time to timc. "Rentable Space" or "Rentable Square Feet" is agreed to be 14,000 square feet. "Tenant's Pro Rata Share" shall mean the percentage which is calculated by dividing Tenant's Rentable Space (numerator) by the Rent¿ble Space of the Building consisting of 14,000 square feet (denominator). 2 PREMISES DEMISED AND PARKING. Landlord leases to Tenant and Tenant leases from Landlord the real property described as follows: The land, Building, and appurtenances therein located at 516 West Stockman way, weber county, ogden, utah, 84401, (APN # 14-036-0001) as more fully described and attached and made part hereto as Exhibit A - The Premises (collectively the "Premises" or "Leased Premises"). Landlord hereby reserves, however, Such general easements, rights of way, access rights over and across the Premises, easements for utility lines, and such temporary rights of occupancy in aid of construction activities, as may be reasonably necessary to enable Landlord to fully develop, use and eryoy any other nearby tract or tracts which is being leased or which may hereafter be developed by Landlord or other parties; however, such rights shall not be exercised in a manner which shall unreasonably intemrpt, delay, or suspend Tenant's use ofthe Leased Premises. Landlord shall provide parking as per site plan. 3. TERM. The term of this Lease shall be five years beginning October 1, 2016 ("Commencement Date") and ending September 30, 2021, at 5:00 P.M. ("Initial Term"). 2 LEASE AGREEMENT. FINAL ---PAGE BREAK--- ---PAGE BREAK--- Expressly subject to the terms and conditions of this Lease, it is the intention of the parties that the Landlord shall receive all the Rent specified herein, and all sums payable by the Tenant under this Lease, free of all taxes, expenses, charges, damages and deductions of any nature whatsoever, and the Tenant covenants and agrees to pay all expenses, charges or other sums attributable to the Leased Premises or Tenant's use thereof to the extent expressly set forth herein. Tenant shall, however, be under no obligation to pay any mortgage or similarly secured debt obligation placed by Landlord or Landlord's successors on the fee of the Leased Premises, nor the amount of any special improvement district assessment for which payments are presently being paid by Landlord on the fee of the Leased Premises, nor any franchise or income tax payable by the Landlord, or any gift, inheritance, transfer, estate or succession tax by reason of any present or future law which may be enacted during the term of this Lease. A security deposit in the amount of Five Thousand, Three Hundred Twenty Dollars ($5,320.00), to be returned without interest at the expiration of the Lease, premised upon Tenant having left the Premises in a clean and acceptable condition as determined by Landlord. Total due upon execution of the Lease is Eleven Thousand, One Hundred Thirty- Four Dollars ($11,134.00), consisting of the security deposit and the last month's Fixed Rent. 5. DELIVERY OF POSSESSION. The Premises shall be deemed "substantially Completed" upon the occurrence of all of the following: construction by Landlord of the Building and the Tenant Improvements, substantially in accordance with the plans and specifications listed on the attached Exhibit B - Overall Plan, and Landlord's delivery to Tenant of a certificate of Landlord's architect to that effect delivered by Landlord not later than the Commencement Date; (ii) agreement by Tenant that the utility services specified in the Plans, including, if applicable, storm and sanitary sewer, water, sprinklers, fire protection systems, and gas and electricity, have been fully installed and are operational for Tenant's use, providing Tenant must verify that such are installed and operational not later than fìve business days following the date Landlord delivers its notice of substantial completion; provided further that the failure of Tenant to so veri$z shall not delay the Commencement Date if such have been fully installed, but Tenant has not made proper anangements with applicable entities to allow such to be operational; (iii) all means of ingress, egress, parking and loading areas identified on Exhibit B - Overall Plan are reasonably available for Tenant's use; (iv) a final or temporary certificate of occupancy and all other certificates, permits and approvals required by applicable federal, state, county, and local laws, rules, regulations, ordinances, orders and codes ("Legal Requirements") have been issued, but the failure to obtain such shall not delay the Commencement Date except for the failure to obtain a temporary or final certificate of occupancy or any other certificate reasonable necessary to Tenant to legally occupy the Premises, providing further that Legal Requirements shall not include any licenses, permits or the like that are related to the business of Tenant, as Tenant shall be solely responsible to obtain such; Landlord has given Tenant no less than ten (10) days prior written notice that the Premises will be Substantially Completed as of a date not earlier than ten (10) days from the date of such notice; and (vi) the remaining work required to make the Premises fully completed consists solely of minor details of construction, mechanical adjustments or decoration, which will not interfere with Tenant's use and enjoyment of the Premises. Tenant's taking occupancy of the Premises, or Landlord's substantially completing the Premises, shall not relieve Landlord of its obligation to proceed diligently to fully complete the Premises, to obtain a final certificate of occupancy. Withinten (10) business days afterthe date 4 LEASE AGREEMENT - FINAL ---PAGE BREAK--- of Substantial Completion, a representative of Landlord and a representative of Tenant shall inspect the Property for the purpose of determining those items, if any, of uncompleted work to be performed by Landlord pursuant to the Plans which they shall reduce to an itemized "Punch List" and Landlord agrees to commence repair or completion of work within five business days and pursue the work to completion in a diligent commercial manner. Unless the circumstances shall be beyond the reasonable control of the Landlord, the Punch List items shall be completed within thirty (30) days thereafter. If Landlord is unable to deliver possession of the Premises Substantially Completed by the contemplated Commencement Date for any reason or cause, Rent shall abate until Landlord delivers possession of the Premises to Tenant Substantially Completed. If Landlord is unable to deliver possession of the Premises Substantially Completed within sixty (60) days after the contemplated Commencement Date (the "Grace Period") (unless such delays are caused by acts of God, strikes, labor disputes, major material shortages, riots, area-wide po\l/er failures, war or insurrection, or other reason of like nature, not the fault of the Landlord ("Force Majeure"), Landlord shall give Tenant a period of free rent commencing when the Premises are delivered to Tenant Substantially Completed. This rent free period shall consist of one day following the actual Commencement Date for each day during which the entire Premises were not delivered to Tenant Substantially Completed following the contemplated Commencement Date, and the Grace Period shall be added in computing Tenant's free rent period. 6. TENANT'S IMPROVEMENTS. As of the Commencement Date, Landlord will have completed the Building and all site work and appurtenances associated with the Building, and the Building shall include the items identified as Landlord's responsibility set forth on Exhibit C - Landlord Improvements. in a good and workmanlike manner and in substantial compliance with all applicable legal requirements. In addition, Tenant will have constructed the tenant improvements described on Exhibit D - Tenant Improvements, (the "Tenant fmprovements") in a good workmanlike manner in substantial compliance with all applicable Legal Requirements and subject to Landlord's reasonable approval. With Landlord's reasonable assistance, Tenant shall be responsible to work with governmental authorities to obtained required permits for the Tenant Improvements. All materials used by either Tenant or Landlord shall be new and of good quality. The Premises shall be thoroughly cleaned by Landlord and at no cost to Tenant immediately prior to Tenant's move into the Premises. Tenant shall not be charged in connection with Tenant's move into the Building. 7. TENANT'S USE BEFORE COMMENCEMENT DATE. Tenant may, at any time after execution of this Lease and prior to the Commencement Date, without incurring any liability for payment of Rent, measure the Premises, design and layout the Tenant Improvements and Tenant's Property, and place and install its personal property, furniture, furnishings, signs, telecommunication equipment, equipment and trade fixtures ("Tenant's Property"), in the Premises at Tenant's risk and expense. In exercising the foregoing rights, Tenant shall not cause any material interference with or delay to Landlord or Landlord's contractors or to any existing tenant. Tenant's indemnity in Paragraph 21 shall apply to Tenant's entry under this Paragraph 7 . 5 LEASE AGREEMENT - FINAL ---PAGE BREAK--- 8. AUTIIORIZED USE. Tenant shall use the Premises for general manufacturing, distribution, research, and development pu{poses, and other related business purposes not prohibited by building codes, zoning, or protective covenants or which would cause Landlord's insurance premiums to increase unless Tenant agrees to reimburse Landlord for such costs or cause insurance policy cancellation, but for no other purpose whatsoever, without the written consent of Landlord, which consent shall not be unreasonably withheld, delayed or condition. 9. COMPLIANCE WITH LAWS. Tenant shall comply with all Legal Requirements insofar as they pertain solely to the particular manner in which Tenant shall use the Premises. Landlord shall comply with Legal Requirements in every other case, including cases where Legal Requirements mandate repairs, alterations, changes or additions to the Premises not caused by Tenant's particular use thereof. Landlord represents and warrants that as of the date hereof and the Commencement Date, the Premises shall be in substantial compliance with all applicable Legal Requirements, including without limit¿tion the Americans with Disabilities Act. IO. ENVIRONMENTALCOMPLIANCE. Tenant agrees to comply with all applicable environmental laws, rules and regulations insofar as they pertain solely to the particular manner in which Tenant shall use the Premises. Tenant shall not generate, store, transport, treat, dispose of or use on the Premises hazardous or toxic substances or wastes as defined under any applicable federal, state, county or local law or regulation ("Hazardous Substances"), except that Tenant's use on the Premises of cleaning supplies, copying fluids, other office and maintenance supplies and other substances normally and customarily used by tenants of space similar to the Premises shall not be deemed a violation of this Paragraph 10(b), if properly maintained, used, transported, and disposed. Landlord represents and warrants that to Landlord's best knowledge any generation, storage, transport, treatment, disposal or use of Hazardous Substances that have occurred on the Premises prior to the Commencement Date have been in compliance with all Legal Requirements; that no leak, spill, release, discharge, emission or disposal of Hazardous Substances has occurred on the Property prior to the Commencement Date; that the soil and groundwater on or under the Premises are free of Hazardous Substances as of the Commencement Date; and that as of the Commencement Date, the Premises does not contain any asbestos, PCBs or underground storage tanks and, in addition, Landlord acknowledges and agrees that in no event will Tenant have any liability for any remedial or clean-up costs (or other compliance costs) in connection with the presence of any Hazardous Substances on the Premises except as specified in Paragraph l0(b) above. Landlord and Tenant agree to indemni$, defend and hold each other harmless from any claims, judgments, damages, penalties, fines, costs, liabilities or loss, including reasonable attorneys' fees, consultant fees, and expert witness fees, which arise from the 6 LEASE AGREEMENT - FINAL ---PAGE BREAK--- indemnifying party's breach of its representations, agreements and warranties contained in this Paragraph 10. 11. REPAIRS AND MAINTENANCE. Landlord agrees to repair any defects resulting from construction or installation in the Building, its exterior walls, floor joists, foundation, and structure during the Initial Term and Extension Term of the Lease at no cost to Tenant. All internal components of the Buildings systems shall also be repaired by Landlord for one year after date of occupancy, as well as any damage that might result from acts of Landlord or Landlord's representatives at no cost to Tenant. In addition, Landlord agrees to pass through to Tenant any and all rights under any manufacturer's warranties for any building component or equipment for which Tenant shall have the obligation of repair or maintenance, for as long as such warranty may be in effect. Landlord shall not, however, be obligated to repair any such damage until written notice of the need of repair shall have been given to Landlord by Tenant in accordance with Paragraph 31. In the event any portion or all of the Leased Premises is rendered untenantable due to structural defects in the Building, Tenant shall give written notice to Landlord describing such defect and Landlord shall effect such repairs and the rent applicable to such portion of the Leased Premises shall abate during such period. Landlord shall coordinate the enforcement of warranties and repairs between the contractor and equipment manufaçturers or suppliers. Tenant will not commit any waste of the Premises, nor shall Tenant use or permit the use of the Premises in violation of any applicable law of the United States or of the state of Utah, or in violation of any county or municipal ordinance or regulation applicable thereto. Tenant shall not make any penetrations of the roof for any reason without further specif,rc written permission of Landlord as provided in Paragraph 27. Tenant agrees to keep the Leased Premises in good condition and repair as the same may or might be necessary in order to maintain said Leased Premises in a clean, attractive, and sanitary condition, ordinary wear and tear excepted, and shall replace light bulbs, tubes, ballasts and starters at its expense. Subject to Paragraphs 13, 15, and 16, Tenant shall surrender the Premises at the termination of the Lease leaving the Premises clean and debris free and leaving the Premises in the same condition as at the Commencement Date, reasonable wear and tear excepted. Tenant shall be entitled on a non- exclusive basis to reasonable access to and use of the building plenum and risers on a non- exclusive basis for cabling pu{poses, but only to the extent such does not impair the proper functioning of such systems or create ahazard or risk which Landlord deems to be unreasonable. 12. SERYICES A¡ID UTILITIES. Services: Landlord shall, subject to reimbursement as provided herein, maintain in good operating order, condition and repair, in compliance with applicable law, the Leased Premises all fixtures and improvements therein and thereon, excepting Tenant's personal property or trade ftxtures, and make repairs to such equipment, systems, and building components, and shall maintain the HVAC electrical, plumbing, sprinkling, and life safêty systems in good condition and repair and in substantial compliance with applicable laws, but subject to reimbursement as provided in this Lease, including but not limited to Paragraph 19 as are reasonably necessary for Tenant's use and occupancy. Interruptíon ofServices. 7 LEASE AGREEMENT - FINAL ---PAGE BREAK--- (Ð Interruptions. Landlord does not warrant that any services Landlord supplies will not be interrupted. Services may be interrupted because of accidents, repairs, alterations, improvements, or any reason beyond the reasonable control of the Landlord. Except as noted in Paragraph b(iÐ below, any intemrption shall not: be considered an eviction or disturbance of Tenant's use and possession of the Leased Premises; (ii) make Landlord liable to Tenant for damages; (iii) abate Fixed Rent or Additional Rent; or (iv) relieve Tenant from performing Tenant's Lease obligations. Landlord shall provide Tenant at least twenty-four (24) hours written notice if Landlord intends to intemrpt service except on an emergency basis. (iÐ Remedy. If any essential services (such as HVAC, electricity, water) are intemrpted making the Building untenantable for a period of 48 consecutive hours, Tenant shall be entitled to an abatement of Fixed Rent and Additional Rent unless such results from a force majeure event and is not reimbursable by insurance required as contemplated by this Lease. The abatement shall begin on the third consecutive business day of the intemrption or when Tenant cannot reasonably use the Leased Premises because of the intemrption, whichever is later. The abatement shall end when the services are restored. If the intemrption exceeds thirty (30) days, Tenant may terminate this Lease if caused by Landlord. Landlord will use its best efforts to assist Tenant in restoring any such services. 13. PAYMENT OF UTILITIES: Tenant shall pay all utility charges attributable to its use of the Premises, including, but not limited to, charges for its use of water, sanitary sewer, heat, air conditioning, gas, electricity and other public utilities. 14. ALTERATION OF BUILDINGS AND INSTALLATION OF FIXTURES AND OTHER APPURTENANCES. Tenant may, only with the prior written consent of Landlord, and at its own cost and expense in a good, workmanlike manner, make such alterations, modifications and improvements in the Building as Tenant may require for the conduct of its business without, however, materially altering the basic character of the Building or improvements, or weakening any structure on the Leased Premises. Any additions to or alterations of improvements to the Leased Premises defined herein to be trade hxtures shall, at the option of Tenant, remain the property of Tenant, at the expiration or sooner termination of this Lease and may be removed by Tenant. Unless Landlord otherwise agrees in writing at the time Landlord grants approval for alterations Tenant shall remove the alterations prior to the expiration of this Lease and repair the Leased Premises as described below. At the expiration or sooner termination of this Lease, or any extension thereof, Tenant shall remove those alterations, modihcations, and improvements which have not been approved in writing by Landlord to remain, and repair, in a good and workmanlike manner, all damage done to the Leased Premises by such removal. Tenant shall not exercise the right and privilege granted by this paragraph in such manner as to damage or affect the structural qualities of the Building. Landlord agrees to give a prompt response (within ten (10) days of receipt of a written request by Tenant concerning whether Landlord will require removal of a requested alteration at the expiration of the Lease. Trade fixtures shall be deemed to include the following items supplied and installed by Tenant: Tenant's equipment, racks, storage facilities, computer room improvements, if any, movable furnishings (even though attached in a permanent fashion to the Building), etc supplied by Tenant. Notwithstanding the above, Tenant may make, at its own expense, non-structural improvements, alterations and modifications of a value not to exceed $5,000.00, per year in the aggregate without the Landlord's prior written consent provided that the said improvements, alterations or I LEASE AGREEMENT - FINAL ---PAGE BREAK--- modifìcations do not alter the appearance of the exterior of the Building or landscaping or the proper function of the operating systems of the Building, after providing Landlord with a copy of a building permit and lien waivers from the contractor and suppliers of materials doing the work. Tenant shall have until the end of the applicable term to complete restoration and repair of any damages caused from such removal. 15. ASSIGNMENT AND SUBLETTING. Tenant shall have the right to sublease andlor assign all or a portion of the Premises with Landlord's reasonable written approval. Any and all "net profits" realized from such subletting or assignment shall be split 50i50 between Tenant and Landlord, after Tenant deducts reasonable legal, marketing, and retroht costs. Under Landlord's approval rights, Landlord shall not be entitled to any right of recapture, unless the proposed sublease or assignment is for the entire Premises and all of the then remaining lease term. No Landlord consent shall be required (or sharing of sublease prof,rts) for an assignment of the lease or sublet of the premises to a subsidiary, affiliate, parent or successor of Tenant, or to any entity acquiring all or substantially all of the assets or stock of Tenant or with which Tenant shall merge or consolidate fiointly referred to as "Corporate Successor"). Tenant shall nonetheless give Landlord prompt written notice of any such occurrence. Tenant shall have the right at any time, without Landlord consent, to sublease up to fifty percent (50%) of the Premises to any of Tenant's "strategic Partners," which are defined to mean parties with which Tenant has entered into agreement(s) to jointly cooperate in the development, marketing or servicing of product or service. In the event Tenant subleases some or all of the Premises, Tenant shall have the right to assign their expansion, renewal, and signage rights (as proportionately related to the subleased space) subject to the then existing rights of other Tenants. Notwithstanding the foregoing, Tenant shall have no right to sublet or assign without prior written notice to Landlord, except as provided in this Paragraph 14. T6. DAMAGE OR DESTRUCTION. If the Leased Premises shall be damaged or destroyed by fire or other casualty falling within the scope of the insurance to be maintained on the Building under this Lease, Landlord shall repair all such damage and restore the Leased Premises, excluding Tenant's fumiture, personal property, trade fixtures or office equipment, without expense to Tenant, subject to delays due to adjustment of insurance claims, strikes and other causes beyond Landlord's control. If such damage or destruction shall render the Leased Premises untenantable in whole or in part, or inaccessible falls within the scope of the insurance to be maintained under this Lease, the rent shall be abated wholly or pro ratably as the case may be until the damage shall be repaired and the Leased Premises restored. Notwithstanding the foregoing, if: more than forty (40) percent of the Building is damaged and the Landlord elects to not repair and restore the Building; (ii) any mortgagee of the Building shall not permit application of adequate insurance proceeds for repair and restoration; (iii) the damage is not covered by Landlord's insurance required herein; or (iv) the Lease is in the last twelve (12) months of its Term and Tenant has not properly exercised any option it may have to extend the Lease, then Landlord may cancel this Lease (an event of destruction shall not preclude Tenant from exercise of the 9 LEASE AGREEMENT - FINAL ---PAGE BREAK--- option to extend if Tenant otherwise has the right to do so). To cancel, Landlord must give notice to Tenant within thirty (30) days after the Landlord has been given opportunity to ascertain the nature and extent of damage. The notice must specifu the cancellation date, which shall be at least thirty (30) but not more than sixty (60) days after the date notice is given. Tenant may cancel this Lease if Landlord provides an estimate that repairs will take longer than 120 days to cornplete from the time Landlord shall have ascertained the nature and extent of damage by giving Landlord written notice of such election prior to Landlord incurring any cost or contracting for any cost of making any of said repairs (Landlord shall provide such estimate as soon as reasonably practicable, but not later than forty-five (45) days following the date of the casualty). Tenant shall have the option to cancel the Lease if the intemrption unreasonably and materially interferes with Tenant's use of or access to the Leased Premises for at least one hundred twenty (120) consecutive days. To exercise this option Tenant must give Landlord notice of the cancellation within ten (10) days from the end of the one hundred twenty (120) day period. 17. EMINENT DOMAIN. If there is a taking of the Building and/or the Premises by right or threat of eminent domain (a "Taking") which results in the remainder of the Premises being unable, in Tenant's good faith judgment, to be restored to a condition suitable for Tenant's business needs within ninety (90) days from the date of the Taking ("substantial Taking"), this Lease shall terminate. In such event, the Fixed Rent shall abate from the date of the Substantial Taking, and any Fixed Rent for any period beyond such date shall be returned to Tenant. If there shall be a Taking which does not constitute a Substantial Taking, this Lease shall not terminate but Landlord shall, at its sole cost and expense, with due diligence, restore the Premises as speedily as practical to its condition before the Taking. During the restoration period, the Fixed Rent shall abate for the period during which and the extent to which the Premises are not suitable for Tenant's business needs. Tenant shall not be entitled to any part of the payment or award for a Taking, provided that Tenant may file a claim for any loss of Tenant's Property; moving expenses; or for damages for cessation or intemrption of Tenant's business. 18. TAXES. Landlord shall pay all real estate taxes and assessments payable for the Term which are assessed against the Premises ("Taxes"), except for taxes upon Tenant's Property which shall be Tenant's responsibility. Tenant agrees to reimburse Landlord for all Tenant's share of taxes in accordance with Paragraph 19 of this Lease. 19. INSURANCE. Landlord shall insure the Building during the Term, with solvent and responsible companies, fire insurance, with standard "all risk" coverage for the Premises, and Tenant shall LEASE AGREEMENT - FINAL 10 ---PAGE BREAK--- pay for such insurance as a part of its Additional Rent. Such coverage shall equal one hundred percent (100 of the replacement cost of the Building and any parking facility, exclusive of architectural and engineering fees, excavation, footings and foundations. Landlord shall also maintain a rcntal value insurance policy covering not less than nine months' risk of loss due to the occurrence of any of the hazards described in the preceding subparagraphs of this provision on insurance, in an amount sufficient to prevent the Landlord from becoming a coinsurer, but in any event, in an amount not less than I00 % of the then full rental income fixed by this lease including all rental agreed to be paid by the Tenant hereunder including Additional Rent. Landlord shall maintain during the Initial Term and Extension Term as applicable, with solvent and responsible companies, comprehensive general liability insurance covering injuries occurring on the Premises, which shall provide for a combined coverage for bodily injury and property damage in an amount not less than Two Million Dollars ($2,000,000). Insurance against such other hazards and in such amounts as the holder of any mortgage or deed of trust to which this lease is subordinate or may become subordinate may require from time to time, or which Landlord reasonably determines is prudent to maintain on the basis that it is maintained on similar retail buildings in Utah by other Landlords. Tenant shall maintain, at its expense, during the Initial Term and Extension Term as applicable, comprehensive general liability insurance for the Premises in a combined coverage for bodily injury and property damage in an amount not less than Two Million Dollars ($2,000,000). Tenant shall name Landlord, and any mortgagee of which Landlord has advised Tenant, as additional insureds under such policy The policy or policies evidencing such insurance for Paragraphs l8(a), and shall provide that they may not be canceled or amended without fifteen (15) days prior written notice being given to the party for whose benefit such insurance has been obtained. Prior to the Commencement Date, each party shall submit to the other insurance certificates demonstrating the required policies are in effect 20. OPERATINGEXPENSES. Definitions: As used in this Lease, the following terms shall have the definitions set forth below: Tenant's Pro Rata Share shall be 700yo, subject to adjustment if the Premises square footages are adjusted if measured by Tenant within thirty (30) days from the Commencement Date. Operating Expenses shall mean expenses incurred and paid by Landlord for the ordinary maintenance, management, and operation of the Building including the Common Areas which include parking areas, sidewalks, landscaping, etc., in accordance with the standard of similar commercial buildings, including but not limited to cost of repairs and general maintenance, contracts of a customary nature for maintenance which may in Landlord's reasonable judgment include provisions providing for replacement of equipment upon an event of failure, wages and reasonable benef,rts payable to employees of Landlord whose duties are LEASE AGREEMENT - FINAL 11 ---PAGE BREAK--- directly and regularly connected with and necessary to the operation or maintenance of the Building, including the Common Areas, management fees, sewer and storm drainage fees, the cost of supplies, materials, and utilities used in the operation and maintenance of the Building, including the Common Areas, the cost of water, electricity, and other utilities necessary to serve the Building, including the Common Areas. Operating Expenses shall also include the replacement of glass broken or damaged during the term of this Lease, unless caused by the act or omission of Tenant, Landlord or another Tenant which in such event shall then be paid by the responsible party.In addition, Operating Expenses shall include Tenant's Pro Rata share of the Taxes paid by Landlord pursuant to Paragraph 17 of the Lease and (ii) insurance premiums paid by Landlord pursuant to Paragraph 18 ofthe Lease. Operating Expense Exclusions: Notwithstanding any other provision of this Lease to the contrary, the following items shall be excluded from the definition of "Operating Expenses" and shall not be directly or indirectly charged to Tenant: Interest, principal payments and other costs of any indebtedness encumbering the property; Any cost for which Landlord is reimbursed, whether by Landlord's insurance, any tenant's insurance or otherwise; Costs incurred as a result of disputes with mortgagees or tenants, including costs of defending any lawsuits with mortgagees or tenants; The cost of any work or service performed for any facility other than the Premises; Any bad debt losses, rent losses or reserves for either of them; and any late fees, penalties, interest charges or similar fees incurred by Landlord; Professional fees, including legal fees, space-planning fees, architectural fees; engineering fees, real estate commissions, and marketing and advertising expenses incurred in connection with the leasing, ownership, marketing or sale of the Building or any part thereof; To the extent such costs constitute capital costs under generally accepted accounting principles, the cost of replacement of HVAC, mechanical securþ, electrical, plumbing systems, or of any substantial component or part of plumbing systems, or of any substantial component or part of such systems beyond the scope of routine maintenance and repair; resurfacing of the parking area or of the driveways or roads on the Premises or any other cost which is capital in nature (unless a specific capital cost shall have been expressly approved by Tenant in advance, in writing, or unless a specific capital cost is necessary to repair damage caused by the negligence or misconduct of Tenant, Tenant's agents, invitees on employees, in which case Tenant shall pay such cost to the extent not reimbursed by required insurance). Notwithstanding the foregoing, expenditures that would otherwise be a capital cost under generally accepted accounting principles shall be paid on a pro rata basis amortized over the useful life thereof by Tenant where reasonably incuned by Landlord to: create a reasonable cost reduction in an operating expense, or (ii) comply with changes in legal requirements applicable to the Premises for any legal requirement adopted following the Commencement LEASE AGREEMENT. FINAL t2 ---PAGE BREAK--- Date. Tenant and Landlord will each pay fifty percent (50 of the cost of an HVAC failure replacement contract. Fees for the management of the Common Area which exceed those customarily charged for comparable facilities in the area; and The cost of correcting defects in or inadequacy of the design or construction of the Building, the Building equipment, or the improvements in any tenanted portion of the building, including the Premises, or the cost of replacement or repair of structural components, exterior walls, roof, foundation and underground utility lines forming a part of or servicing the Building; (10) Taxes attributable to improvements or alterations made by Landlord or other tenants outside of the Premises; (ii) penalties; or (iii) interest attributable to late payments of Taxes made by Landlord. (11) cost of repairs or replacements incurred by reason of fire or other casualty or condemnation; (12) depreciation, except as provided above; (13) costs incurred in connection with the construction of the Building or the initial development of the Premises, or as the result of the development of other properties in the vicinity of the Premises, or in connection with any major changes in the Building; (14) costs incurred by Landlord arising out of its negligence or failure to perform or breach of any of its covenants, agreements, representations, warranties, guarantees or indemnities made under this Lease, but may include costs incurred; (15) costs, fines or penalties incurred by Landlord due to violations of any applicable governmental law, requirement or orders for a matter that Landlord is contractually responsible under this Lease; (16) any amounts paid to a person, firm, corporation, or other entity related to Landlord which is in excess of the amount charged by unaffiliated parties for comparable goods or services; (I7) costs associated with the operation of Landlord's business (but not the Building), including, without limitation, accounting and legal expenses not directly related to the costs of operation, costs of selling, syndicating, financing, mortgaging or hypothecating Landlord's interest in the Building, costs of any disputes between Landlord and its employees, or building managers; Tenant shall also pay Landlord as Additional Rent Tenant's Pro Rata Share of Operating Expenses plus Tenant's pro rata share of the amount by which all Operating Expenses increase each year of any Term hereof from the Base Year ("Base Year" shall mean the first complete calendar year following the partial calendar year during which Tenant begins occupancy of the Premises. For example, if Tenant begins occupying the Premises during calendar year 2016, the Base Year will be20lT "Escalation Year" shall mean any year during LEASE AGREEMENT - FINAL l3 ---PAGE BREAK--- the Term or any extension where the Operating Expenses have increased over the amount of such expenses incurred in the Base Year.) By August l"t of each calendar year, commencing August 1,20T6, Landlord shall advise Tenant in writing of the Tenant's estimated Pro Rata Share of the increase in annual Operating Expenses for the upcoming Year over the Present Year Operating Expenses. By August lst of each calendar year, Landlord shall deliver to Tenant an itemized statement ("Landlord's Statement") showing in reasonable detail the: actual Operating Expenses for the previous year broken down by component expenses; Base Year Operating Expenses broken down by component expenses; increases if any, in Operating Expenses; Tenant's Pro Rata Share; the amount paid by Tenant during the Escalation Year towards the Operating Expenses; and the amount Tenant owes to Landlord, or the amount of the refund Landlord owes to Tenant. Any amount due from Landlord to Tenant under subsection of this paragraph shall be enclosed with Landlord's Statement. Any such amount due from Tenant to Landlord shall be paid within thiúy (30) days after receipt of Landlord's Statement. (Ð Landlord's failure to submit a Landlord's Statement to Tenant within six months after the expiration of any Escalation Year shall be deemed a conclusive waiver of Landlord's right to any additional rent relating to such Landlord's Statement for such year. Likewise, Tenant's failure to object to a Landlord's Statement to Tenant within six months after such statement is delivered by Landlord shall be deemed a conclusive waiver of Tenant's right to object to such Landlord's statement for such year. Landlord aglees to maintain complete records of all costs reimbursable by Tenant under the terms of this Lease. All such records shall be maintained in accordance with generally accepted accounting practices and shall be retained for a period of three years following the date on which such costs were charged to Tenant. Tenant shall have the right, through its representatives, to examine, copy and audit such records at all reasonable times at Landlord's office during normal business hours. In the event that an audit reveals that costs may have been inappropriately charged to Tenant, the parties shall undertake in good faith to resolve the apparent error. Subject to the time provisions of l9(Ð, if documentation or information supporting the reasonableness of such costs is not provided within thiúy (30) days following notice in writing by Tenant to Landlord of an error discovered by audit, Tenant may thereafter withhold the amount in dispute pending resolution of the propriety of the charges. If Tenant vacates all or a part of the Premises, but is not in default, Tenant shall receive an equitable credit as reasonably determined by Landlord toward Tenant's Operating Expense obligation to the extent such expenses are reduced by such vacating. 21. SUBROGATION AND WATVER. The parties release each other and their respective authorized representatives from any claims for damage to any person or to the Premises that are caused by or result from risks insured against under any all risk or fire insurance policies carried by either of the parties. Each party to the extent possible shall obtain, for each policy of insurance, provisions permitting waiver of any claim against the other party for loss or damage within the scope of the insurance and each party to the extent permitted, for itself and its insurer, waives all such insured claims against the other party. If such waiver or agreement shall not be, or shall cease to be, obtainable without additional charge or at all, the insured party shall so notiff the other party after notice LEASE AGREEMENT - FINAL t4 ---PAGE BREAK--- thereof. If the other party shall agree in writing to pay the insurer's additional charge therefor, such waiver or agreement shall (if obtainable) be included in the policy. 22. INDEMNITY. Each party shall defend, indemnifu and save harmless the other against all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees and other costs of litigation) because of injury, including death, to any person, or damage or loss of any kind to any property caused by the negligence or misconduct of the indemnifuing party, its agents, employees or contractors, or by the indemniffing party's failure to perform its obligations under this Lease. 23. SUBORDINATION. NON-DISTURBANCE AND ATTORNMENT AGREEMENT. Subject to the provisions of this Paragraph 22, Landlord may subordinate Tenant's interest in this Lease to the lien of any mortgage or deed of trust which may now or hereafter be placed on the Premises. Such subordination shall be in a form and shall contain terms and conditions mutually agreed between Landlord and Tenant, it being expressly understood that in no event shall such subordination enlarge or expand Tenant's liabilities, costs or obligations set forth in this Lease. Otherwise, Tenant shall in good faith negotiate and execute all subordinations required by any future Lenders to Landlord in not more than ten (10) business days from request. Tenant shall be permiued to require a reasonable written non-disturbance agreement as a condition to executing any required subordination, non-disturbance and attornment agreement. Within thirty (30) days after the execution of this Lease or as soon thereafter as reasonably possible, Landlord shall obtain and deliver to Tenant from any present mortgagee, trustee, fee owner, prime lessor or any person having an interest in the Premises superior to this Lease a written non-disturbance agreement in recordable form providing that so long as Tenant performs all of the terms, covenants and conditions of this Lease and agrees to attorn to the mortgagee, beneficiary of the deed of trust, purchaser at a foreclosure sale, prime lessor or fee owner, Tenant's rights under this Lease shall not be disturbed and shall remain in full force and effect for the Term, and Tenant shall not be joined by the holder of any mortgage or deed of trust in any action or proceeding to foreclose thereunder. Landlord represents and warrants that, as of the date hereof, that there is no mortgage on the Premises. 24. LA¡IDLORD'S RIGHT OF ENTRY. Landlord has the right to enter the Premises at any reasonable time forty-eight (48) hours upon prior written notice to Tenant, or without notice in case of emergency, for the purpose of performing maintenance, repairs, and replacements to the Premises as are permitted under this Lease. During business hours and upon forty-eight (48) hours prior written notice to Tenant, Landlord may, during the Term, show the Premises to prospective purchasers and mortgagees, and, during the four months prior to expiration of this Lease, to prospective tenants. [n exercising its rights under Paragraph 23,Landlord shall not interfere with or disrupt the normal operation of Tenant's business. In consideration of the Tenant's business, Landloid agrees to limit to a maximum of five days of visits per year (excluding the four months prior to expiration of this Lease). LEASE AGREEMENT. FINAL 15 ---PAGE BREAK--- 25. Landlord and any third parties entering the Premises at Landlord's invitation or request shall at all times strictly observe Tenant's rules relating to security and confidentiality (eventually signing a specific NDA) in and on the Premises. 26 SIGNS. Tenant shall have the right to use signage as reasonably approved by Landlord and Ogden City. 27. RULES AND REGULATIONS Tenant agrees to comply with all reasonable written rules and regulations which the Landlord may establish for the protection and welfare of the Tenant, the Building and all the other tenants and occupants, provided that all such rules and regulations shall be uniformly applicable to all tenants and occupants and shall not interfere with Tenant's use of the Premises. Presently, Landlord has no written rules, but if Landlord adopts written rules, they shall be binding upon Tenant to the extent such rules do not conflict with this Lease. In the event that any such rules and regulations conflict with or are inconsistent with the provisions of this Lease, the provisions of this Lease shall be controlling. 28, COMMON AREAS A¡ID ACCESS. Tenant shall have full and unimpaired access to the Building and the Premises at all times, and if access to a public road is via private roads or streets, Tenant shall have the right to use such roads and streets for ingress and egress to the Building and the Premises. Tenant shall have the right to use the stairways, halls, entrances, rest rooms; and other facilities in and about the Premises in common with the Landlord's other tenants. 29. USE OF THE ROOF. Tenant shall have the right at no additional cost to erect and install a telecommunication receiver and transmission equipment with adequate screening. Landlord shall cooperate with Tenant in placement of other equipment to avoid, to the extent possible, interference with the performance of the Tenant's equipment. Tenant shall noti$ Landlord of intent to install equipment on the roof. Tenant shall pay all costs of installation of Tenant equipment on the roof, repairs to the Building required thereby, and repairs required by the removal thereof. Notwithstanding the foregoing, all installation work on the roof shall be accomplished by Landlord or under Landlord's direct supervision. Tenant shall be responsible for all damages caused by or related to the installation, use or maintenance of the Tenant facilities, including but not limited to any consequential damages or intemrptions of use to other tenants. 30. DEFAULT: RIGHTS AND REMEDIES. The occurrence of any one or more of the following matters constitutes a default by Tenant under this Lease: LEASE AGREEMENT - FINAL t6 ---PAGE BREAK--- failure by Tenant to pay Fixed Rent within seven days after receipt of written notice of such failure to pay on the due date; (ii) failure by Tenant to pay Additional Rent within fifteen (15) days after receipt of written notice of such failure to pay when due; (iiÐ failure by Tenant to observe or perform any other covenant, agreement, condition or provision of this Lease, if such failure shall continue for thirty (30) days after receipt of written notice from Landlord to Tenant, except that if such default cannot be cured within such thirty (30) day period, it shall not be considered a default if Tenant commences to cure such default within such thiny (30) day period and proceeds diligently thereafter to effect such cure, but if the nature of the default requires immediate action, Landlord will so notiff Tenant, and if Tenant does not take action, Landlord shall have the right to do so at Tenant's expense. Any amounts so advanced or any expense incurred or sum of money paid by Landlord by reason of the failure of Tenant to comply with any covenant, agreement, obligation or provision of this Lease or in defending any action to which Landlord may be subjected by reason of any such failure for any reason of this Lease shall be deemed to be additional rent for the Leased Premises and shall be due and payable to Landlord on demand together with interest at the Default Rate as defined in Paragiaph 2S(e) below. The acceptutr"Jby Landlord of any installment of Fixed Rent or of any Additional Rent hereunder shall not be a waiver of any other rent then due. If Tenant shall default in fulfillment of any of the covenants or conditions of this Lease (other than the covenants for the payment of rent or other amounts) and any such default shall continue for a period of thirty (30) days after written notice except for defaults not capable of being cured within thirty (30) day, then Landlord may, at its option, terminate this Lease by giving Tenant notice of such termination and, thereupon, this Lease shall expire as fully and completely as if that day were the date def,rnitely fixed for the expiration of the term of this Lease and Tenant shall be given reasonable time to quit and surrender the Leased Premises. The occurrence of any one or more of the following matters constitutes a default by Landlord under this Lease: (Ð failure by Landlord to pay, within thirty (30) days after receipt of written notice from Tenant, any moneys required to be paid by Landlord under this Lease; or (ii) failure by Landlord to observe or perform any other covenant, agreement, condition or provision of this Lease, if such failure shall continue for thirfy (30) days after receipt of written notice from Tenant to Landlord, except that if such default cannot be cured within such thirty (30) days period, this period shall be extended, provided that Landlord commences to cure such default within such thirt¡r (30) days period and proceeds diligently thereafter to effect such cure, provided that in a situation requiring immediate response, Tenant need only give Landlord such notice as is practical under the circumstance but if the nature of the default requires immediate action, Tenant will notify Landlord in writing or in any other manner that ensure the receipt of the notice (e.g. in person, by telephone, by e-mail), and if Landlord does not take action immediately after receiving Tenant notification Tenant shall have the right to take any required action and receive reimbursement from Landlord for the reasonable expenses incurred. Any such amounts so advanced or any expense so incurred shall be reimbursed to Tenant by Landlord. Nevertheless of the above, any sum of money paid by Tenant by reason of the failure of Landlord to comply with any covenant, agreement, obligation or provision of this Lease or in defending any action to which Tenant may be subjected by reason LEASE AGREEMENT - FINAL l7 ---PAGE BREAK--- of any such failure for any reason of this Lease shall, if not reimbursed to Tenant by Landlord within thirty (30) days after receipt by the Landlord of a written request include interest at the rate of eighteen percent (18%) from the date of Tenant's written request. If Landlord shall default in fulfillment of any of the covenants or conditions of this Lease (other than the covenants for the payment of any amount) and any such default shall continue for a period of thirty (30) days after written notice except for defaults not capable of being cured within thirty (30) days, then Tenant may, at its option, terminate this Lease by giving Landlord notice of such termination and, thereupon, this Lease shall expire as fully and completely as if that day were the date definitely fixed for the expiration of the term of this Lease and Tenant shall be given reasonable time to quit and surrender the Leased Premises. The occurrence of any one or more of the matters described in Paragraph 28(a) or 28(b) shall, after the expiration of any applicable cure period, be referred to as an "Event of Default" by Tenant or Landlord, as the case may be. If an Event of Default by Tenant occurs: Landlord shall have all the rights and remedies allowed by law, or in equity including the following, which shall not operate to exclude or deprive the Landlord of any other right or remedy permitted by law or by equity: (Ð Landlord may terminate this Lease, by giving Tenant not less than ten (10) days' written notice of the Landlord's election to do so, in which event the Term shall end, and all right, title and interest of the Tenant hereunder shall expire, on the date stated in such notice; (iÐ Landlord may terminate the right of the Tenant to possession of the Premises without terminating the Lease by giving not less than ten (10) days' written notice to Tenant. In such event Landlord, in addition to any other remedies in law or equity may reJet said Premises on behalf of Tenant applying any monies first to the expenses of receiving or obtaining permission, next to the cost of placing such Leased Premises in rentable condition, including leasing commissions and then to the payment of rent hereunder, and any other charges due to Landlord. Any surplus remaining thereafter shall be paid to Tenant and Tenant shall remain liable for any deficiency in rental which shall be paid upon demand to Landlord. If an Event of Default by Landlord occurs, Tenant shall have all rights and remedies available at law or in equity, including the right to set off against Rent the amount required to cure any Event of Default on the part of Landlord. If a party spends any money to cure an Event of Default of the other party, the non-defaulting party shall be reimbursed for such expenditure together with interest on such expenditure at three per cent above the prime rate quoted by the largest bank in the state where the Premises are located ("Default Rate"). The Default Rate shall also be charged on all payments not timely made hereunder subject to the exceptions expressly provided in this Lease. 3I. HOLDING OVER. In the event Tenant holds over without Landlord consent, the rental rate would be increased to 125%o of the rate being paid at the end of the current term. Such month-to-month LEASE AGREEMENT. FINAL 18 ---PAGE BREAK--- tenancy may be terminated by either Landlord or Tenant as of the end of any calendar month upon at least thirty (30) days prior written notice. 32. OUIET ENJOYMENT. Landlord covenants that if and for so long as Tenant pays the Fixed Rent and Additional Rent and performs the covenants and conditions hereof, Tenant shall peaceably and quietly have, hold and enjoy the Premises for the Initial Term and Extension Term as applicable. 33. MUTUAL \EPRESENTATION OF AUTHORTTY. Landlord and Tenant represent and warrant to each other that they have full right, power and authority to enter into this Lease without the consent or approval of any other entity or person and make these representations knowing that the other party will rely thereon. The signatories on behalf of Landlord and Tenant fi¡rther represent and warrant that each has full right, power and authority to act for and on behalf of Landlord and Tenant in entering into this Lease. 34. LANDLORD'S CLAIMS. Any claims by Landlord must be presented in writing by Landlord to Tenant within ninety (90) days after expiration or termination of this Lease or shall be deemed irrevocably waived. 35. REAL ESTATE BROKERS. Tenant and Landlord mutually represent that they have not engaged in service any real estate broker in connection with this Lease. Each party mutually agrees to defend, indemnify and save harmless the other party against all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees and other costs of defense) arising from the claims or demands of a real estate broker and any other brokers or finders for any commission alleged to be due any such brokers or finders in connection with this Lease or the transactions contemplated as the result of an agteement with such party. 36. ATTORNEYS'FEES. In the event either party institutes legal proceedings against the other for breach of or interpretation of any of the terms, conditions or covenants of this Lease, the party against whom a judgment is entered, shall pay all reasonable costs and expenses relative thereto, including reasonable attorneys' fees of the prevailing party. 37, ESTOPPELCERTIFICATE. Tenant agrees, upon not less than twenty (20) days prior written request by Landlord, to deliver to Landlord a statement in writing signed by Tenant certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, identifuing the modifications); (ii) the date upon which Tenant began paying Fixed Rent and the dates to which the Fixed Rent has been paid; (iii) that, to the best of Tenant's knowledge, the Landlord is not in default under any provision of this Lease, or, if in default, the nature thereof; and (iv) that there LEASEAGREEMENT- FINAL 19 ---PAGE BREAK--- has been no prepayment of Fixed Rent other than that provided for in this Lease. Landlord, upon not less than twenty (20) days prior written request from Tenant, shall furnish a similar statement in writing to Tenant, covering the matters set forth above, to the extent applicable to Landlord. 38. RECORDABLEMEMORANDUM. Landlord and Tenant agree not to record this Lease, but each party agrees, upon request by the other, to execute a memorandum of this Lease in recordable form and in compliance with applicable law. 39. CONFIDENTIALITY. Landlord shall not make any public announcement or press release concerning this transaction unless it has received Tenant's written consent. Notwithstanding, Landlord shall have the right to announce that Tenant is occupying space or will occupy space in the Building. 40. GOVER¡I-ING LAW. This Lease shall be construed and interpreted in accordance with the laws of the State of Utah. 41. NOTICES Any notice by either party to the other shall be in writing and shall be deemed to be duly given only if delivered personally or sent by registered or certified mail return receipt requested, or overnight delivery service, to the following: IF TO TENAITIT: SR56,Inc. 5469 Aspen Meadow Lane Mountain Green, UT 84050 WITH A COPY TO: Roberto Rossi 580 Broadway LagunaBeach, CA9265I IF TO LAIIDLORD: OBE VISION,LLC 25 South Main Street, Suite 200 Centerville,UT 84014 WITH A COPY TO: Michael R. Carlston Snow, Christensen & Martineau 10 Exchange Place, Eleventh Floor salt Lake city, uT 84111 Notice shall be deemed to have been given on the date received, if delivered personally, or by overnight delivery service, or, if mailed, three business days after the date marked. LEASE AGREEMENT - FINAL 20 ---PAGE BREAK--- 42 NON-BINDING MEDIATION. Except as otherwise may be provided in this Lease, if a dispute arises out of or relates to this Lease, or its breach, and the parties have not been successful in resolving such dispute through negotiation, then the Parties submit to the exclusive jurisdiction of the Court of Ogden, Utah. 43. CONSTRUCTION OF LEASE. The word o'Landlord" as used herein shall refer to the individual, individuals, partnership or corporation called "Landlord" at the commencement of this Lease, and the word "Tenant" shall likewise refer to the individual, individuals, partnership, or co{poration called "Tenant." Words of any gender used in this Lease shall be held to include any other gender, and words in the singular number shall be held to include the plural when the sense requires. 44. ASSIGNMENT BY LAIYDLORD. In the event Landlord shall assign its interest in the Leased Premises, the same shall operate to release Landlord from any further liability after such assignment to the extent that such assignee assumes in writing Landlord's obligations under this Lease upon any of the covenants or conditions, expressed or implied, herein contained in favor of Tenant and in such event Tenant agrees to look solely to the responsibility of the successor in interest of Landlord in and to this Lease for liabilities after the assignment provided that any such assignment is accompanied by the assignee's adoption of all such covenants or conditions. The Lease shall not be affected by any such sale. Tenant shall deliver to such assignee an estoppel certificate in such form as Landlord may request within ten (10) days after request. It is understood and agreed that Tenant's obligation to furnish such estoppel certificates in a timely fashion is a material inducement for Landlord's execution of this Lease. LEASE AGREEMENT - FINAL 2t ---PAGE BREAK--- 45. NON.WAIVER. No course of dealing, course of performance, or failure of either party to enforce any term, right or condition of this lease shall be construed as a waiver of such term, right or condition. 46. ENTIRE AGREEMENT. This Lease constitutes the entire agreement between the parties, there being no other terms, oral or written, except as herein expressed. No modification of this Lease shall be binding on the parties unless it is in writing and signed by both parties hereto. SIGNATURES ON FOLLOWING PAGE LEASE AGREEMENT - FINAL 22 ---PAGE BREAK--- IN WITNESS WHEREOF, the parties hereto have duly executed this Lease as of the day and year first above written. LAIIDLORI) OBE VISION, LLC By TENAI\T SR56,INC. Its: P\IÇSI DÍþ T LEASE AGREEMENT - FINAL 23 ---PAGE BREAK--- LEASE GUARANTY Reference is made to a foregoing LEASE AGREEMENT (the "Lease") of even date herewith forthe lease of Premises at 516 West Stockman Way, Ogden, UT, (the "Building") between OBE VISION, LLC ("Landlord") and SR56,INC. ("Tenant"). FOR VALUE RECEIVED and in consideration for, and as inducement to, Landlord entering into the Lease, the undersigned, sc¿¿€ RoYA¿ l'Ê,4 ("Guârantor"), hereby unconditionally and irrevocably guarantees to Landlord, its successors and assigns, the full and prompt payment and performance of all liabilities, obligations, covenants, agreements and responsibilities of Tenant under the Lease for all of Tenant's obligations arising under the Lease from the commencement of Initial Term through the completion of Extension Term as applicable, as described and set forth in Paragraph 4 of the Lease. Guarantor expressly agrees that the validity of this Guaranty and the obligations of the Guarantor hereunder shall not be terminated or in any way affected or impaired by reason of the assertion by Landlord against Tenant of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease, or by reason of the waiver by Landlord or the failure of Landlord to enforce any of the terms, covenants or conditions of the Lease, or the granting of any indulgence or extension to Tenant, all of which may be given or done without notice to Guarantor. Guarantor hereby waives notice of nonpayment of Fixed Rent, Additional Rent or any other amounts to be paid by Tenant under the Lease, and waives notice of default or nonperforrnance of any of Tenant's other liabilities, obligations, covenants, conditions and agreements contained in the Lease. Guarantor further agrees that its liability under this Guaranty shall be primary, and that in any right of action that shall accrue to Landlord under the Lease, Landlord may, at its option, proceed against Guarantor without having commenced any action, or having obtained any judgment, against Tenant. This Guaranty shall be construed as an absolute, continuing and unlimited guaranty of the covenants, conditions and obligations contained herein, without regard to regularity, validity, enforceability or any change, modification or amendment of any liability or obligation under the Lease. Guarantor further represents to Landlord that as an inducement for Guarantor to enter into and execute this Guaranty, Guarantor has a financial interest in Tenant. The Guarantor, by his execution of this Guaranty, waives and agrees, to the fullest extent permitted by law, not to assert or take advantage of the defense of any statute of limitations in any action under this Guaranty or for the collection of any indebtedness or the performance of any duties, liabilities or obligations of Guarantor hereunder, any defense that may arise by reason of the incapacity or lack of authority of Guarantor, and demand, protest and notice of any other kind. In furtherance of his obligations and liabilities hereunder, Guarantor covenants and agrees that he shall sign any further or additional documents that Landlord may reasonably request or demand, in order more fully to secure Landlord under this Guaranty or to evidence the obligations and liabilities of Guarantor under this Guaranty. No waiver by Landlord of any default hereunder or under the Lease shall be effective unless in writing signed by Landlord, and such waiver shall not operate as a waiver of any other default or of the same default on a subsequent occasion. Furthermore, Landlord shall not, by any LEASE ACREEMENT - FINAL 24 ---PAGE BREAK--- act, delay, omission or otherwise, be deemed to have waived any of its rights, privileges and/or remedies hereunder or under the Lease, and the failure or forbearance of Landlord to demand strict compliance with this Guaranty or the Lease on one occasion shall not prejudice or be deemed or considered to have prejudiced its right to demand such compliance on any other occasion. No assignment or transfer of the Lease or sublease of any space thereunder shall operate to extinguish, diminish or otherwise affect the liability of Guarantor under this Guaranty. Guarantor further agrees to be responsible to Landlord for any expenses, including reasonable attorneys' fees, incurred by Landlord in enforcing any obligations of Guarantor under this Guaranty or the Lease. This Guaranty shall be construed and enforced under the laws of Utah. IN WITNESS \ryIIEREOF, Guarantor has executed this Guaranty on the day of April,2016. "GUARANTOR' SELLE ROYAL SPA By: NICD¿/L Q9 SIIV Its: I>t LÇ. By: Personally LEASE AGREEMENT - FINAL 25 ---PAGE BREAK--- EXIIIBIT A The Premises 1.20 Acre Lot 1, of Ogden Business Exchange located in southwest quarter of Section 30, Township 6 North, Range 1 West, Salt Lake Base and Meridian, Weber County, Utah, Ogden City, Utah LEASEAGREEMENT- FINAL 26 ---PAGE BREAK--- EXHIBIT B Overall Plan õ r_ L/ \J t\Ì- rll tÌ ú f; Å æHrcÑâ AllA tNFtæîANt t-Al¡ r{at¡Eüllt!ìl( ATáA @ 4J' @ @ aa cR, /l I ê s OVEFALL FL OR PL GAt'te rl^¿nû{l WF EXHIEIT 1tÍITÓ t-åt i \ \ \ 27 LEASE AGREEMENT. FINAL ---PAGE BREAK--- EXHIBIT C Landlord Imorovements ^f õ t; Y' J. 0 rìt l, ¡ Çùadúrâ ô @ AtaÀ _o c/ Þr¡<¿rfi! IW r{F¡tÉ1toñl t¡t L¡l lltfiìr1 (O $ oafñd¡ "a1þ.A !Q /i ^'GD* . .ò AiIA H¡¡€¡EIE "ìJ as. .jì _ In addition to the items listed in the Legend herein, Landlord Improvements shall also include: o Floor Coverings: Concrete in warehouse/office areas with a commercial grade sealer (sheen to be selected by Tenant). Tile in bathrooms (to be selected by Tenant) o ElectricaVMechanical: all mechanical and electrical systems will be installed according to appropriate federal, state, and local code requirements. Electrical power will be 3Phase/480 volt. Any mechanical or electrical systems required for specific tenant performance or specification shall be considered a Tenant Improvement. o Ceiling Treatments: Ceilings in office area to be sheetrock. Ceilings in warehouse shall be open to roof deck. ¡ Light Fixtures: light fixtures and locations shall be coordinated between Landlord and Tenant during the design phase of the building and a "standard" configuration shall be a Landlord Improvement. Additional locations or specifìcations above and beyond what may be considered "standard" shall be a Tenant Improvement. o Security/Data Wiring: Security/Date wiring shall be CAT 6 and locations shall be coordinated between Landlord and Tenant during the design phase ofthe building and a "standard" configuration shall be a Landlord Improvement. Additional locations or specifications above and beyond what may be considered "standard" shall be a Tenant Improvement. @o ---PAGE BREAK--- EXHIBIT D Tenant ImDrovements ¿ir _9 @ Øt't?OafflG AtÊ\ .4 o à d,t, o d i.@e. H NgrA¡< AtlA tx¡lt¿'110i{t l-Àl LÐ o k i1 0 rn il dt. ê :h ja: /Ë t, å ÉítE PÆ¡87 trAø{l{c ¡r4 @ @ LEASE AGREEMENT - FINAL 29