** 
Exhibit 10.20

 

SUBLEASE AGREEMENT

 

 

THIS SUBLEASE AGREEMENT, (hereinafter referred to as this"Sublease"), made and entered into as of the 30th day of April, 2004 by andbetween **UQM ELECTRONICS, INC.** having an address at c/o UQM Technologies, Inc.,7501 Miller Drive, Frederick, Colorado 80530 (hereinafter referred to as"Sublessor") and **CD&M ELECTRONICS, INC.** having an address at3081 Elm Point Industrial Drive, St Charles, Missouri 63301 (hereinafter referred to as"Sublessee").

 

WITNESSETH:

 

In consideration of the rents hereinafter reserved and payable toLandlord and Sublessor, and the covenants and conditions to be kept and performed on thepart of the Sublessee hereunder, Sublessor does hereby sublease to Sublessee, andSublessee does hereby hire from Sublessor, certain office space known as 3081 ElmPoint Industrial Drive, St Charles, Missouri 63301 (the "Premises").

 

The parties, for themselves, their legal representatives, successorsand assigns, hereby covenant and agree as follows:

1.Term:
Subject to the    terms, covenants and conditions herein set forth, Sublessee shall have and hold the    Premises for the remaining term of the prior lease hereafter described (the "Master    Lease"), commencing on the 30th day of April, 2004 and ending on the 31st    day of March, 2007, both dates inclusive, or until such term shall expire or terminate as    hereinafter provided.
2.Rent
Sublessee shall    pay rental to or as directed by Sublessor, without demand, for the term of this Sublease    (the "Fixed Rental"), as follows:
$21,012.00 per    month
which rental    shall be paid in advance on the first day of each calendar month during the term of this    Sublease, commencing on May 1, 2004. Sublessee agrees to pay such rental in lawful    money on the United States, at the above address of Sublessor or such other address as    Sublessor may from time-to-time designate. Sublessor hereby directs and authorizes    Sublessee to pay such amounts directly to the Landlord under the Master Lease, Elm Point    Investment Company, L.L.C. ("Landlord") at Bakewell Corporation,    7800 Forsyth Boulevard, Clayton, Missouri 63105. In addition, Sublessee shall pay and    perform all other obligations of Sublessor as tenant under the Master Lease.
3.
Master Lease    Agreement and Obligations.
A.
Sublessee    hereby confirms, covenants and agrees that the Premises and this Sublease are subject and    subordinate to the terms and conditions of that certain Commercial Lease dated May 8,    1996, as amended by Amendment to Lease dated March 24, 1997, as further amended by    Second Amendment to Lease dated February 28, 2003, herein referred to as the    "Master Lease", copies of which are attached hereto as Exhibit "A".
B.
Sublessee has    reviewed and is familiar with all of the terms and conditions set forth in this Sublease    and Master Lease, respectively, and Sublessee agrees to observe, perform and comply with    and hereby assumes all terms, covenants and conditions directly or indirectly imposed with    respect to the Premises to be performed from and after April 30, 2004.
C.
Sublessor    hereby covenants and agrees that as and to the extent payments are made by Sublessee to    Sublessor, Sublessor shall fully and timely pay all amounts in accordance with the    provisions of the Master Lease and shall continue to remain liable and responsible for the    due performance of all of the terms and provisions of the Master Lease.
4.
Security    Deposit
The    "Security Deposit" in the amount of $18,472.00 paid by Sublessor shall continue    to be held by Landlord as security for the performance by Sublessee of all covenants and    obligations under the Master Lease. Sublessor represents that it is not aware of any    condition, fault or defect existing as of the date of this Sublease, which would cause the    Landlord to withhold any or all of said deposit. Sublessor further agrees to provide    Sublessor with a letter from Landlord stating that the foregoing is true and correct.
5.
Use of    Premises
Sublessee    hereby covenants and agrees that the Premises shall continue to be used solely as    permitted in the Master Lease.
6.
Indemnity.
Sublessee    hereby indemnifies and holds Sublessor and Sublessor's agents, employees, affiliates and    successors in interest harmless from and against any and all claims, demands, suits,    fines, losses and other liabilities for or relating to injury or loss of life to persons    or damage to or loss of property arising from Sublessee's use of the Premises or from the    conduct of Sublessee's business or from any work done, permitted or suffered by Sublessee    in or about the Premises or elsewhere, and further indemnifies and holds Sublessor and    Sublessor's agents, employees, affiliates and successors in interest harmless from and    against any and all claims arising from any breach or default in the performance of any    obligation on Sublessee's part to be performed under the terms of this Sublease or arising    from any negligence or intentional conduct of Sublessee or Sublessee's agents, employees,    contractors, licensees, invitees, representatives or successors in interest and from and    against all costs, attorneys' fees, expenses and liabilities incurred by Sublessor or    Sublessor's agents, employees, affiliates and successors in interest in or in connection    with any such claim. Sublessee upon notice from Sublessor shall defend such action or    proceeding at Sublessee's cost and expense by counsel approved by Sublessor, such approval    not to be unreasonably withheld.
7.
Condition of    Premises.
Sublessee    hereby acknowledges that it has inspected the Premises and is fully familiar with the    physical condition thereof. Sublessee hereby further agrees to accept the Premises in its    present "as is" condition and neither Landlord nor Sublessor shall have any duty    or obligation whatsoever with respect to rendering the Premises suitable for Sublessee's    use and occupancy, except that Sublessor shall prior to commencement of the term, remove    all papers and files from the Premises.
8.
Default,    Remedies and Waiver.
All terms and    conditions set forth in the Master Lease are hereby incorporated herein by reference to    the same extent as if set forth in full herein, except that the words    "Landlord", "Tenant" and "Lease" shall be deemed to include    "Sublessor", "Sublessee" and "Sublease", respectively.    Breach of any obligation in the Master Lease by either Sublessor or Sublessee shall be an    event of default under the Master Lease. In the event of default by Sublessor under the    Master Lease, Sublessor and Sublessee agree and, as a condition of this Sublease,    represent and warrant to Landlord that Sublessee shall be authorized to negotiate an    attornment with Landlord upon the following terms and conditions: (1) such interim tenancy    by Sublessee shall be on a month-to-month basis with right of termination by either    Landlord or Sublessee on 30-day notice; (2) rental due hereunder by Sublessee to Sublessor    shall be paid direct to Landlord; (3) Landlord's acceptance of interim tenancy with    Sublessee shall not be considered a waiver or impairment by Landlord of any remedy    available by it against Sublessor for all rental due or for performance of all terms or    conditions under the Master Lease and (4) any such agreement between Landlord and    Sublessee shall not result in a waiver or impairment by Sublessee of any remedy available    by it against Sublessor.
9.
Assignment    and Subletting
Sublessee shall    not assign or transfer this Sublease or sublease all or any portion of the Premises    without the prior written consent of the Landlord and Sublessor.
10.
Liability    Insurance.
Sublessee, at    its expense, shall provide and keep in force for the benefit of Landlord, Sublessor and    Sublessee, respectively, commercial general liability insurance, covering the Premises,    with a combined single limit for Bodily Injury or Property Damage in the amounts and on    the terms set forth in the Master Lease. Said policy shall (i) include liability coverage;    (ii) shall name Landlord and Sublessor as an additional insured thereunder; (iii) shall    cover all of the Premises; (iv) shall be issued by insurance companies reasonably    acceptable to and in a form reasonably satisfactory to Landlord and Sublessor; (v) shall    provide for at least thirty (30) days prior written notice to Landlord and Sublessor in    the event of cancellation or any material change and (vi) shall be endorsed to    include that said policy is "primary and not contributory with or excess over any    other valid and collectible insurance in force for the Sublessor". Certificates    evidencing such coverage shall be delivered to Landlord and Sublessor prior to the    commencement of the term of this Sublease, and thereafter, not later than twenty (20) days    prior to the expiration date of the policy then in force.
11.
Notices.
Any and all    notices required and/or desired to be sent to a Party pursuant to the terms of this    Agreement shall be in writing and delivered either in person, by facsimile transmission,    overnight courier or United States registered or certified mail, return receipt requested,    postage fully prepaid, and addressed as follows
To Purchaser:
William    Alexander
11692 Lilburn    Park Road
St. Louis, MO    63146
Fax:    314-432-3773
Copy to:
William    Alexander
3081 Elm Point    Industrial Drive
St. Charles, MO    63301
Fax:    636-940-7601
To Seller:
UQM    Technologies, Inc.
7501 Miller    Drive
Frederick, CO    80530
Attn: Donald    French, Treasurer
Fax:    303-215-3493
Copy to:
All notices    shall be deemed delivered (i) on the date of delivery if delivered in person; (ii) on the    date received if sent by facsimile transmission unless such day is on weekend or holiday,    in which case delivery shall be deemed to occur on the next business day; or (iii) on the    next business day if sent by overnight courier or (iv) on the fifth business day if sent    by United States mail. The addresses and parties to receive notice may be changed from    time to time by notice pursuant to this Section. Notice given by an attorney for a Party    shall be deemed to have been given by such Party.
12.
Entire    Agreement
This Sublease    and all Exhibits and references herein set forth contain all the covenants, promises,    agreements, conditions, warranties, representations and understandings between Sublessor    and Sublessee concerning the transaction contemplated herein, and there are no covenants,    promises, agreements, conditions, warranties, representations or understandings, either    written or oral, other than herein set forth. No subsequent alteration, amendment, change    or addition to this Sublease shall be binding upon Sublessor or Sublessee unless in    writing making reference to this Sublease and signed by Sublessor and Sublessee and    approved by Landlord. All previous agreements or understanding between the parties    respecting this Sublease are hereby merged into this Sublease.
13.
Severability.
In the event    one or more of the provisions contained in this Sublease shall for any reason be held    invalid, illegal or unenforceable in any respect, such invalidity, illegality or    unenforceability shall not affect any other provision of this Sublease, but this Sublease    shall be construed in order to give full force and effect to the meaning and intent hereof    as if such invalid, illegal or unenforceable provision had never been contained herein.
14.
Captions and    Headings.
The captions    and headings herein are inserted only as a matter of convenience and for reference and in    no way define, limit or describe the scope of intent of this Sublease. Words of any gender    in this Sublease shall include any other gender, and words in the singular number shall    include the plural when the context requires
15.
Waiver
Except for    Sublessor’s gross negligence and intentionally wrongful conduct, Sublessor and its    agents and employees shall not be liable for, and, to the maximum extent permitted by law,    Sublessee waives all claims against Sublessor for, damage or injury to persons, property    or otherwise, including, without limitation, lost profits and consequential damages,    sustained by Sublessee or any person claiming by, through or under Sublessee resulting    from any accident or occurrence in or upon any portion of the Premises including, without    limitation, claims for damage resulting from: (a) any equipment or appurtenances    becoming out of repair; (b) the failure to keep any part of the Premises in repair;    (c) injury done or caused by wind, water, or other natural element; (d) any    defect in or failure of plumbing, heating or air conditioning equipment, electric wiring,    gas or water pipes or equipment, steam pipes, stairs, porches, railings or walks or the    installation or operation thereof; (e) broken glass; (f) the backing up of any    sewer pipe or downspout; (g) the bursting, leaking or running of any tank, tub,    washstand, water closet, waste pipe, drain or any other pipe or tank; (h) the escape    of steam or hot water; (i) water, snow or ice upon (or coming through the roof of)    the Premises; (j) the falling of any fixture, brick, roofing material, plaster or    stucco; (k) damage to or loss by theft or otherwise of property of Sublessee or    others; (l) acts or omissions of persons in the Premises, occupants of nearby    properties, or any other person; (m) acts or omissions of owners of adjacent or    contiguous property or of Sublessor, its agents or employees; and (n) non-performance    by Landlord of any obligation, covenant or agreement contained in the Master Lease. All    property of Sublessee kept in the Premises shall be so kept at Sublessee's sole risk and    Sublessee shall and hereby does indemnify and hold Sublessor harmless from claims arising    out of damage to the same, including subrogation claims by Sublessee's insurance carrier.
IN WITNESS WHEREOF, the    undersigned parties have duly executed this Sublease on the date first above written.**SUBLESSOR:****UQM ELECTRONICS, INC.****By:/s/ Richard L. HugenRichard L. HugenGeneral Manager**SUBLESSEE:****CD&M ELECTRONICS,    INC.****By:**/s/**V. Ronn Foster**Name:V. Ronn Foster**Title:President**Date:May 18, 2004
** 
 

 

 

 
**APPROVED AND CONSENTED    TO THIS 18TH DAY OF MAY, 2004.**ELM    POINT INVESTMENTCOMPANY, L.L.C.,**a Missouri limited liability company**By:
Bakewell Investment    Company, Manager**By:
/s/ Richard W. Meier**Name:
Richard W. Meier**Title:
Executive Vice President
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