2nd Amendment - ClearSign (2021-01-08 LL clean)

2nd Amendment - ClearSign (2021-01-08 LL clean) - 2MP (1)

SECOND AMENDMENT TO LEASE

THIS SECOND AMENDMENT TO LEASE (“Second Amendment”) is entered into effective this

day of

January

20 20

(“Effective Date”), by and between TULSA

PORTFOLIO OKLAHOMA REALTY LP, a Delaware limited partnership (“Landlord”), and

CLEARSIGN COMBUSTION CORPORATION, a Washington corporation (“Tenant”).

RECITALS

WHEREAS, Eagle I Investments, L.L.C. (“Original Landlord”), and Tenant entered into a Lease Agreement dated June 20, 2016 (“Lease”) for space containing 2,001 rentable square feet designated as Suite 225 (“Original Premises”) in the building known as “Two Memorial Place” located at 8023 E. 63^rd Place, Tulsa, OK 74133 (“Building”); and,

WHEREAS, the Original Lease was amended by a First Amendment to Lease dated July 29, 2019, which First Amendment and Original Lease are hereinafter collectively referred to as the “Lease”.

WHEREAS, Landlord is the successor-in-interest to Original Landlord; and,

WHEREAS, Landlord and Tenant have agreed to substitute the Premises, extend the Term of the Lease, and amend the Lease in certain other respects, and to reduce their agreement to writing herein;

NOW, THEREFORE, in exchange for the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

Capitalized Terms. Unless otherwise defined herein, all capitalized terms used herein shall be deemed to have the meanings established by the Lease.

Extension of Term / Substitute Premises Period. The current Term of the Lease expires on August 31, 2022 and is hereby extended for a period of five (5) years and one (1) month from September 1, 2022 – September 30, 2027 (“Revised Termination Date”). The period beginning on the Delivery Date (as defined below) and ending on the Revised Termination Date shall hereinafter be referred to as the “Substitute Premises Period”.

Substitute Premises / Delivery Date. During the Substitute Premises Period, the Premises (as defined in Section 1(b) of the Original Lease) shall be the 3,922 rentable square feet designated as Suite 101 in the Building and as further depicted on the attached Exhibit A (“Substitute Premises”). Landlord shall deliver the Substitute Premises to Tenant upon Landlord’s substantial completion of the Tenant Improvements which is anticipated to be March 1, 2021 (“Delivery Date”). Tenant shall vacate and surrender possession of the Original Premises in the manner and condition required under the Lease within three (3) business days after the Delivery Date. Tenant shall be solely responsible for all costs associated with Tenant’s move from the Original Premises to the Substitute Premises.

Basic Rental.

4.1.

Original Premises Basic Rental. Until the beginning of the Substitute Premises Period, Tenant’s Basic Rental for the Original Premises shall continue as set forth in Section 3 of the above-referenced First Amendment to Lease.

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4.2.

Substitute Premises Basic Rental. Commencing on the Delivery Date and continuing throughout the Substitute Premises Period, Tenant’s monthly Basic Rental for the Substitute Premises shall be as set forth on the table below:

Period:	Rate/rsf: (3,922 rsf)	Substitute Premises Monthly Basic Rental:
Delivery Date* – 12/31/2021	$15.50	$5,065.92
01/01/2022 – 12/31/2022	$15.81	$5,167.24
01/01/2023 – 12/31/2023	$16.13	$5,270.58
01/01/2024 – 12/31/2024	$16.45	$5,375.99
01/01/2025 – 12/31/2025	$16.78	$5,483.51
01/01/2026 – 12/31/2026	$17.11	$5,593.18
01/01/2027 – 09/30/2027	$17.46	$5,705.04

* If the Delivery Date is other than the first day of a calendar month, Tenant shall pay Basic Rental for the first partial month of occupancy on a day-for-day basis, with Base Rent calculated based on the annual rate of per rentable square foot of the Substitute Premises.

5.Additional Rent. From and after the Delivery Date, Tenant shall continue to pay Additional Rent for the Substitute Premises pursuant to the Lease, except as follows:

5.1.

Tenant’s Proportionate Share. Tenant’s Proportionate Share (as defined in Section 1(i) of the Original Lease) for the Substitute Premises shall be 2.92% (3,922 Substitute Premises rsf ÷ 134,183 Building rsf).

5.2.

Expense Stop (Base Year). Tenant’s Expense Stop (as defined in Section 4(b) of the Original Lease) shall be the actual Basic Cost incurred during the 2020 calendar year.

6.Condition of the Premises / Tenant Improvements.

6.1.

Condition of Premises. Except as set forth herein, Tenant accepts the Substitute Premises in its present “as-is, where-is” condition.

6.2.

Tenant Improvements. At Landlord’s cost and using Building-standard materials and finishes, Landlord shall provide certain improvements in the Substitute Premises as listed and described on the revised Proposal from Worthington Construction Management dated November 20, 2020 and on the list of “Additional Tenant Improvements”, both of which are attached as Exhibit B to this Second Amendment (collectively, the “Tenant Improvements”). Any increase in cost due to changes in Tenant Improvements requested by Tenant after the Effective Date shall be the sole responsibility of Tenant. Notwithstanding the foregoing, Tenant shall be solely responsible for all Tenant’s Work (as defined below in this Section).

6.3.

Tenant Improvement Allowance. Notwithstanding the foregoing, under no circumstances shall Landlord be obligated to pay (in the aggregate) more than

$60,360.25 in connection with the Tenant Improvements (“Tenant Improvement Allowance”). Tenant shall be solely responsible to the extent the cost of the Tenant Improvements exceeds the Tenant Improvement Allowance (“TI Excess”). If necessary, the TI Excess shall be billed to and paid by Tenant within thirty (30) days of substantial completion of the Tenant Improvements. Landlord’s agent shall receive

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its standard construction management fee, which amount shall be paid from the Tenant Improvement Allowance. In addition, all architectural fees, if any, associated with the Tenant Improvements, shall also be paid from the Tenant Allowance Amount.

6.4.

Completion of Tenant Improvements. Landlord shall commence the Tenant Improvements and make diligent efforts to complete them within a commercially reasonable time period. Landlord shall deliver the Substitute Premises to Tenant on the Delivery Date with the Tenant Improvements substantially complete, subject only to minor punch-list items to be reasonably and mutually agreed by Landlord and Tenant during a walkthrough of the Substitute Premises. Rent shall not abate during the completion of the punch-list items mentioned above, and Tenant shall pay all amounts owing under the Lease. Tenant hereby acknowledges that Landlord’s completion of the Tenant Improvements during the Substitute Premises Period shall not be deemed a violation of Landlord’s covenant of quiet enjoyment or an actual or constructive eviction and Tenant agrees that the completion of the Tenant Improvements shall not be deemed to be an unreasonable interference with the conduct of Tenant’s business or Tenant’s use of or access to the Substitute Premises.

6.5.

Tenant’s Work. Notwithstanding anything to the contrary herein, Tenant shall be solely responsible for all costs associated with the countertop replacement (estimated to be $553.00) and Tenant shall also be responsible for the replacement and/or repair of blinds and window treatments within the Premises (collectively the “Tenant’s Work”). Tenant shall complete Tenant’s Work as soon as practicable after the Effective Date of this Second Amendment.

6.6.

Tenant’s Early Access: Tenant shall have the right to enter the Substitute Premises seven (7) days prior to the Delivery Date to install trade fixtures, equipment, network cabling, furnishings and the like and to otherwise prepare the Substitute Premises for occupancy, which right shall expressly exclude making any structural modifications. During any entry prior to the Delivery Date: (a) Tenant shall comply with all terms and conditions of the Lease and this Second Amendment, (b) Tenant shall not interfere with Landlord’s completion of the Tenant Improvements, (c) Tenant shall cause its personnel and contractors to comply with the terms and conditions of Landlord’s rules of conduct, and (d) Tenant shall not begin operation of its business in the Substitute Premises. Tenant acknowledges that Tenant shall be responsible for obtaining any necessary permits and/or inspections relating to any work to be performed by Tenant during such early entry by Tenant.

7.Tenant’s Insurance.

7.1.

Section 1(j) of the Original Lease is hereby amended to provide that Tenant’s Initial Liability Insurance Amount shall be Two Million Dollars ($2,000,000.00) as set forth below in this Section.

7.2.

Section 11(a) of the Original Lease is hereby amended to provide that so long as the Lease remains in effect and during such other times as Tenant occupies the Premises or any part thereof, Tenant at its sole cost and expense, shall obtain, maintain and keep in full force and effect as to the Premises for the benefit and protection of the parties Commercial general liability insurance including blanket contractual, personal injury, fire legal liability, broad form liability, owned, non-owned and hired automobile coverages naming Tenant as insured, and Landlord, any mortgagee of the Building,

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any lessor of the Real Property, and any managing agent of Landlord’s as additional insureds, with minimum limits of Two Million Dollars ($2,000,000.00) combined single limit for property damage and bodily injury per occurrence for any and all claims, demands or actions for injury or damage to persons or property or for the loss of life occurring upon, in or about the Premises, and the public portions of the Building, or the Real Property arising out of or in connection with any act or omission of Tenant, or of any employee, customer, agent, invitee, client, guest, contractor, servant, lessee, concessionaire, or representative of Tenant, or otherwise attributable to Tenant, or arising out of the Lease or Tenant’s occupancy of the Premises (the “Initial Liability Insurance Amount”).

7.3.

Notwithstanding anything to the contrary herein, Tenant acknowledges and agrees that, except as modified above, all of the terms and provisions set forth in the balance of Sections 11(a), 11(b), and 11(c) of the Original Lease remain unaltered and in full force and effect.

Right of First Refusal. If at any time during the Substitute Premises Period: (i) the Lease remains in full force and effect; (ii) Tenant remains in possession of the entire Premises; and

(iii) Tenant is not then in default of any of the provisions of the Lease, then, subject to the rights of any other tenants in the Building which exist as of the Effective Date, in the event that the space contiguous to the Premises as depicted on Exhibit C attached hereto (“ROFR Space”) becomes available for lease after the Effective Date and if Landlord has received a bona fide offer from a third party to rent the ROFR Space, which offer Landlord is willing to accept, then Landlord shall, within five (5) days after receipt of such offer, notify Tenant in writing of the terms of such offer. Tenant shall have a period of five (5) business days after receipt of such notice to notify Landlord, in writing, of its intent to exercise a right to match the offer and lease the ROFR Space on such terms. If Tenant fails to deliver such notice or if Landlord and Tenant, despite commercially reasonable good faith efforts to do so, have not entered into an Amendment or other writing which confirms their agreement with regard to the ROFR Space, then the rights contemplated in this paragraph shall cease and be without effect whatsoever thereafter.

9.Landlord’s Addresses.

9.1.Landlord’s Notice Address. As of the Effective Date, Landlord’s address for all notices required under the Lease and/or this Second Amendment shall be as follows:

Tulsa Portfolio Oklahoma Realty LP c/o CBRE, Inc.

4500 S. Garnett Road, Suite 220

Tulsa, OK 74146 Attn: Debbie Coleman

With a copy to:

Tulsa Portfolio Oklahoma Realty LP c/o Group RMC

445 Hutchinson Avenue, Suite 920

Columbus, OH 43235

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9.2.

Landlord’s Payment Address. As of the Effective Date, payments for Basic Rental and Additional Rent shall be made payable to “Tulsa Portfolio Oklahoma Realty LP” and sent to the following address:

Payment address by Regular Mail:Payment address by Overnight Delivery:

Tulsa Portfolio Oklahoma Realty LPLockbox Services 207881

PO Box 207881Tulsa Portfolio Oklahoma Realty LP

Dallas, TX 75320-78812975 Regent Blvd.

Irving, TX 75063

If by wire transfer or ACH, to:

Bank Name:

Wells Fargo Bank, N.A San Francisco, CA

ABA Number:121 000 248

Acct Number:4709076251

Acct Name:Tulsa Portfolio Oklahoma Realty LP

10.

Broker. Tenant hereby represents and warrants to Landlord that Tenant has not dealt with any broker in connection with this Second Amendment other than CBRE, Inc., which represents Landlord, and who shall be compensated by Landlord pursuant to a separate agreement. Tenant hereby indemnifies and holds Landlord harmless from any and all losses, liability, costs, and/or expenses (including attorneys’ fees) incurred as a result of an alleged breach of the foregoing warranty.

11.

Entire Agreement. This Second Amendment sets forth the entire agreement of the Landlord and Tenant with respect to the subject matter hereof, and it shall be deemed to supersede all prior agreements, whether oral or written, relating to the subject matter hereof. Neither the Lease nor this Second Amendment may be further modified except by written agreement signed by both Landlord and Tenant.

12.

Counterparts. This Second Amendment may be executed in multiple counterparts and shall be deemed final and binding upon the parties once both parties hereto have executed a copy hereof and delivered (whether by email, facsimile, or otherwise) such copy to the other party. Each counterpart, together with any copy thereof, shall be deemed an original, and all counterparts together shall constitute one and the same instrument.

13.

Full Force and Effect. Except as otherwise modified herein, Landlord and Tenant hereby ratify the Lease in its entirety and agree that it remains binding upon each of them on its express terms.

14.

Conflicting Terms. In the event of a conflict between the terms and provisions stated in the Lease and the terms and provisions stated in this Second Amendment, the terms of this Second Amendment shall take precedence over and shall supersede the conflicting terms stated in the Lease.

15.

Choice of Law. The Lease and this Second Amendment shall be governed by the laws of the State of Oklahoma.

***

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IN WITNESS WHEREOF, the Parties have executed this Second Amendment by their duly authorized officers as of the date first written above.

LANDLORD:

TULSA PORTFOLIO OKLAHOMA REALTY LP,

a Delaware limited partnership

By: Tulsa Portfolio Oklahoma Realty Management LLC, a Delaware limited liability company, its General Partner

By: Group RMC Management Inc., a Delaware corporation, its Manager

By:

Robyn Pinson, Authorized Signatory

TENANT:

CLEARSIGN COMBUSTION CORPORATION,

a Washington corporation

By:

C J Deller

Print:

Chief Executive Officer

Its:

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EXHIBIT A

Substitute Premises:

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EXHIBIT B

Tenant Improvements / Scope of Work: (page 1 of 2)

Revised Proposal from Worthington Construction Management:

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EXHIBIT B

Tenant Improvements / Scope of Work: (page 2 of 2)

Additional Tenant Improvements:

Install vented door to server with keypad lock;

Install exhaust fan on a thermostat with automatic on/off control;

Power Requirements - 20amp Quad 120 and Duplex receptable & 30Amp single 120;

Install twist lock in server room;

Move the current smoke hole location away from Substitute Space windows

Add power outlet on short wall for small privacy room;

Replace cabinet top in Kitchen;

Install new standard deadbolt locks on 2 additional main offices in main hallway;

Install new blinds on windows of existing office and new offices all of which match blinds currently in office window;

10.

Remove wall cabinet in office;

11.

Fix or replace kitchen cabinet hinges that are loose and clean up paint on same cabinet hinges;

12.

Clean and/or repaint paint/chips/large scratches on kitchen cabinet (i.e., general clean-up or re- paint if clean-up is impossible); and

13.

Remove some wall outlets/wire ports and patch walls and/or add blank face plate covers.

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EXHIBIT C

ROFR Space:

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