** 
Exhibit 10.21

 
 

CONSENT TO SUBLEASE

 

 
**PARTIES:****Elm Point Investment Company, L.L.C.****c/o Bakewell Corporation****7800 Forsyth Blvd.****Suite 800****St. Louis, MO 63105****("Landlord")****UQM Electronics, Inc.****3081 Elm Point Industrial Drive****St. Charles, Missouri 63301****("Tenant")****CD&M Electronics, Inc.****3081 Elm Point Industrial Drive****St. Charles, Missouri 63301****("Subtenant")****LEASE:****Lease Dated May 8, 1996,    as amended by Amendment to Lease dated March 24, 1997 and by Second Amendment to    Lease dated February 28, 2003**LOCATION:****St. Charles, Missouri****DATE:****April 30, 2004**
 
 

This Consent to Sublease is hereby made by the Landlord, Tenant and theSubtenant. The Landlord and the Tenant are currently parties to a Lease dated May 8,1996, as amended by Amendment to Lease dated March 24, 1997 and by Second Amendmentto Lease dated February 28, 2003 ("Master Lease"), concerning the Premisesin 3081 Elm Point Industrial Drive, St. Charles, Missouri 63301 (the"Premises"). The Tenant desires to sublet the Premises to Subtenant pursuant toan Agreement of Sublease in the form attached as Exhibit "A" (the"Sublease").

 

Therefore, in consideration of their mutual covenants in this Consentto Sublease, the Landlord, the Tenant and the Subtenant agree as follows:

 

** 
SPECIFIC TERMS:

 

 

1.
Subtenant    agrees that the Sublease and Subtenant's occupancy of the Premises is subject to all terms    and conditions of the Master Lease.
2.
The Subtenant    expressly assumes for Landlord's benefit and agrees to keep, perform and fulfill (and to    be jointly and severally liable with Tenant for the performance of) all the terms,    covenants, conditions and obligations required to be kept, performed and fulfilled by the    Tenant as Lessee under the Master Lease, provided, however that Subtenant's obligation to    pay rent for the Premises shall be limited as set forth below.
3.
Subtenant    acknowledges that Landlord shall not be bound by any rights granted by Tenant to Subtenant    in the Sublease or thereafter, whether explicitly or not, including, but not limited to,    any rights to assign the Sublease, to sublet the Premises or to construct improvement to    the Premises. All such matters requiring the approval of Landlord pursuant to the Master    Lease shall continue to require such approval in accordance with the Master Lease. No    reference in the Sublease to the provisions of the Master Lease shall be used to construe,    interpret or modify the provision of the Master Lease, but rather the Master Lease shall    speak for itself with respect to all such matters.
4.The Landlord hereby consents to    the Sublease, but the Landlord waives none of its rights under the Master Lease as to the    Tenant or any guarantor of Tenant’s obligations thereunder (the    "Guarantor"). Nothing contained in this Consent shall constitute or be construed    as a consent to any other Sublease Agreement, hypothecation or conveyance of any nature,    nor shall anything in this Consent be deemed to amend, modify or alter any of the terms,    provisions and conditions of the Master Lease, as amended and modified to date, except as    specifically set forth herein.
5.
The Tenant    understands and agrees that the Consent to Sublease does not waive or release the Tenant    or any Guarantor from any obligations or liabilities under the Master Lease
6.
This Consent to    Sublease supersedes all prior oral and written offers or agreements between the parties    with respect to its subject matter and no such prior oral or written offer, agreement or    other document has any force.
7.
This Consent to    Sublease is part of and shall be attached to the Master Lease. The Master Lease may be    amended only in writing, signed by Landlord and Tenant. All terms of the existing Lease    not expressly affected or altered by this Consent to Sublease remain in full force.
8.
Subtenant's    address for notice purposes shall be deemed to be the address for the Subtenant shown on    page one (1) of the Consent to Sublease.
9.
Simultaneous    with execution of this Consent, Tenant shall pay to Landlord the sum of One Hundred    Thousand One Hundred Forty Nine and No/100 Dollars ($100,149.00) as additional rent. In    consideration of such payment, Landlord agrees that for the period of July 1, 2004    through March 31, 2007, the monthly minimum fixed annual rent payable under the    Master Lease shall remain at Twenty One Thousand Twelve and No/100 Dollars ($21,012.00)    per month rather than increasing to Twenty Four Thousand Forty Seven and No/100 Dollars    ($24,047.00) per month.
10.
Simultaneous    with execution of this Consent, Subtenant shall pay to Tenant the sum of Eighteen Thousand    Four Hundred Seventy Two and No/100 Dollars ($18,472.00), being the amount deposited by    Tenant with Landlord as a security deposit under the Master Lease. In consideration    thereof, Tenant hereby assigns to Subtenant all of its right, title and interest in such    security deposit and authorizes and instructs Landlord to return any unused security    deposit to Subtenant as and when Tenant is entitled to receive the same pursuant to the    Master Lease
11.
The undersigned    Guarantor hereby consents to the Sublease and joins in this Consent to Sublease and    acknowledges that neither the Sublease nor this Consent to Sublease shall relieve it of    any obligations under its Guaranty of the Master Lease, which shall remain in full force    and effect
IN WITNESS WHEREOF, this    Consent to Sublease has been duly executed by the parties as of the date first above    written.**TENANT:****UQM ELECTRONICS, INC.**By:
/s/ Richard L. Hugen**Name:
Richard L. Hugen**Title:
General Manager**SUBTENANT:****CD&M ELECTRONICS,    INC.**By:
/s/ V. Ronn Foster**Name:
V. Ronn Foster**Title:
President**LANDLORD:****ELM POINT INVESTMENT    COMPANY, 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**GUARANTOR:****UQM    TECHNOLOGIES, INC.**By:
/s/ Richard L. Hugen**Name:
Richard L. Hugen**Title:
Vice President, Marketing    and Sales
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