Exhibit 10.5


 


 


LEASE FOR PREMISES AT


 


SANTA FE BUSINESS INCUBATOR,
INC


 


Santa Fe, New Mexico


 


Production Space


 


THIS LEASE is made at Santa Fe, New Mexico
on this 16th day of October 2012 by and between SANTA FE BUSINESS INCUBATOR, INC., a New Mexico nonprofit corporation
(“Landlord”), and B6 Sigma, Inc. (“Tenant”).


 


WITNESSETH:


 


That in consideration of the mutual promises,
covenants, conditions, and terms to be kept and performed, it is agreed between the parties hereto as follows:


 


1. Business Assistance
Program


 


The Landlord and Tenant understand that
Landlord desires to assist and encourage Tenant’s business by providing certain extraordinary business assistance services
in addition to the Lease of the Premises. The parties agree that no default, defect, or omission by Landlord in the providing
and performance of such services shall be deemed to be a default by Landlord under this Lease.


 


2. Description


 


Landlord leases to Tenant, and Tenant shall
pay rent for the Premises identified as production unit A201-202 (“Premises”) at 3900 Paseo del Sol, Santa Fe, New
Mexico.


 


3. Term


 


Tenant shall lease the Premises for a term
of one (1) year commencing the 1st day of November 2012 and ending on the 31st day of October 2013
. Landlord and Tenant shall each have the right to terminate this Lease upon giving the other at least thirty (30) days written
notice of their intent to terminate, such termination to be at the end of such thirty (30) day period or at such later date as
is indicated in the notice to terminate, but not prior to the end of the next monthly cycle.


 


4. Rent / Additional
Rent / Utilities


 


For the Premises and Term set forth above,
the Tenant agrees to pay a total rent of Eight Thousand Seven Hundred and Sixty Dollars ($8,760.00) . Rent shall be paid
in equal monthly installments of Seven Hundred and Thirty Dollars ($730.00) in advance on the first day of each calendar
month.


 


Tenant agrees to pay any and all charges
incurred under separate agreement or otherwise for services furnished by Landlord as well as any other amounts due Landlord as
additional rent which shall be paid along with the monthly installment of rent.


 





The rent in the Production space shall
include the following: real property taxes and assessments. Utilities are not included in the monthly rent for the production
spaces and will be invoiced separately.


 


5. Insurance Costs of
Lessor


 


Tenant shall pay, as additional rent, any
increase in premiums for insurance against direct loss that may be charged during the term of this Lease on the amount of insurance
now carried by the Landlord on the Premises and on the improvements situated on the Premises resulting from the business carried
on therein by the Tenant or from the character of its occupancy, even if the Landlord has consented thereto.


 




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6. Security Deposit


 


As additional security for the faithful
performance of its obligations hereunder, Tenant shall pay to Landlord the sum of Seven Hundred Dollars ($730.00) . Unless
otherwise agreed by landlord and tenant in advance, in writing, Tenant shall pay the security deposit in one (1) payment on or
before the 1st day of November 2012 . The security deposit may be applied by Landlord for the purpose of curing any default
or defaults of Tenant under this Lease, in which event Tenant shall replenish said deposit in full by promptly paying to Landlord
the amount so applied. If Tenant has not defaulted or Landlord has applied the deposit to cure a default and Tenant has replenished
same, then the deposit, or such applicable portion thereof, shall be repaid in Cash to Tenant promptly after the termination of
this Lease. The deposit shall not be deemed an advance payment of rent or a measure of Landlord’s damages for and default
by Tenant. No interest shall be paid on Tenant’s security deposit.


 


	*$700.00
    carried over from Lease Agreement dated October 17, 2011.	 
	 	INITIAL HERE


 


7. Late Charges


 


Tenant agrees to pay a surcharge of fifteen
percent (15%) on any amount ten (10) or more days past due, and a surcharge of twenty-five percent (25%) on any amount fifteen
(15) or more days past due. All payments received shall be first applied to any past due amounts and then to current charges.
No payment by Tenant or acceptance by Landlord of a lesser amount than the basic rent, additional rent, or other payments to Landlord
due hereunder shall be deemed to be other than part payment of the full amount due. Landlord may accept such part payment without
prejudice to Landlord’s right to recover the balance due and payable or to pursue any other remedy provided in this Lease.


 


8. Place of Payment


 


Any payment due from the Tenant to the
Landlord under this Lease shall be made the Landlord’s office at 3900 Paseo del Sol, Santa Fe, New Mexico, or at such other
place the Landlord designates from time to time in writing.


 


9. Holding Over


 


In the event that Tenant holds over after
expiration of this Lease without a written agreement between the parties to renew, extend, or otherwise renegotiate the leasehold
such holding over shall be construed as a month-to-month tenancy on the terms and conditions, so far as applicable, of this Lease.


 


10. Condition of Premises
at Time of Leasing


 


The Tenant acknowledges that it has examined
the Premises prior to the making of this Lease and knows its condition, and that no representations as to its conditions or state
of repair has been made by the Landlord or its agents that are not expressed in this Lease. The Tenant hereby accepts the Premises
in its present condition at the date of the execution of this Lease.


 


11. Delay in Obtaining
Possession


 


If the Tenant cannot take possession of
the Premises at the time provided above because the Premises are not ready, or because another tenant is holding over, or because
of any cause beyond the control of the Landlord, the Landlord shall not be liable in damages to the Tenant; but rent shall fully
abate during the period of any such delay. Landlord shall not be liable for failure to deliver the Premises to Tenant on the beginning
date of this Lease for reasons beyond the Landlord’s control.


 


12. Use and Occupancy


 


The Premises shall be used during the term
of this Lease for the business of Tenant described as B6 Sigma, Inc. and for no other purpose. The Premises shall not be
used, occupied, or kept in violation of any law, municipal ordinance, or regulation.


 


13. Unlawful or Dangerous
Activity


 


Tenant shall neither use nor occupy the
demised Premises or any part thereof for any unlawful, disreputable, or ultrahazardous business purpose, nor operate or conduct
business in a manner constituting a nuisance of any kind. Tenant shall immediately, on discovery of any unlawful, disreputable,
or ultrahazardous use, take action to halt such activity. Tenant agrees to comply with all applicable laws, ordinances, and regulations
of the City of Santa Fe, the State of New Mexico, and the United States Government, and to conform to all reasonable rules and
regulations which Landlord may establish; not to damage any part of the premises; and not to permit any employee, agent, customer,
or visitor to be in violation of any obligation of Tenant under this Lease.


 




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14. Care of Premises


 


The Tenant shall not perform any act or
carry on any practices that may injure the Building or be a nuisance to other tenants in the Building and shall keep the Premises
clean and free from rubbish and dirt at all times. 


 


15. Casualty


 


Subject to the conditions set forth in
Section 15, if the Premises are damaged or destroyed, in whole or in part, during the Term of this Lease, the Landlord shall repair
and restore them to good and tenable condition with reasonable dispatch. If the Premises are untenable in whole, the rent shall
abate in full until they are restored to good and tenable condition. If the premises are untenable in part, rent shall abate pro
rata until they are restored to good and tenable condition. Provided that:


 


	(A)		If delay in repair or restoration
    is caused by the Tenant failing to adjust its own insurance or to remove its damaged goods, wares, equipment, or other property
    within a reasonable time, the rent shall not abate during the period of such delay;


 


	(B)		If casualty damage is caused
    by the negligent or willful acts of the Tenant, its agents or employees, there shall be no rent abatement;


 


	(C)		If during the time of repair,
    the Tenant uses a portion of the Premises for storage, Tenant shall be liable for a reasonable storage fee;


 


	(D)		In the event the Premises
    or the Building are destroyed to the extent of more than one-half its value, the Landlord may terminate the Lease by a written
    notice to Tenant.


 


16. Loss Caused by Other
Tenants


 


The Landlord shall not be liable to the
Tenant for damages occasioned by the acts or omissions of persons occupying adjoining Premises or any part of its Building of
which the Premises are a part, or for any loss or damage resulting to the Tenant of its property from bursting, stoppage, or leaking
of water, gas, or sewer pipes.


 


17. Insurance to be
Obtained by Tenant


 


The Tenant shall carry the following minimum
amounts of insurance during the life of this Lease with the Landlord listed as additional insured:


 


	(A)		Comprehensive General Liability
    insurance issued by a reputable insurance company licensed to do business in New Mexico for bodily injuries, including those
    resulting in death, and property damage in an amount not less than a combined single limit of Three Hundred Thousand Dollars
    ($1,000,000), and an additional Fifty Thousand Dollars ($100,000) for Fire Legal Liability.


 


	(B)		At the sole discretion of
    the Tenant, insurance for all contents, and Tenant’s trade fixtures, machinery, equipment, furniture, furnishings, and
    inventory in the leased Premises. Tenant must be advised the Landlord is not responsible for loss of business contents or
    business income of the Tenant.


 


	(C)		Insurance for any leasehold
    improvement made by Tenant upon the Premises against all risks of direct physical loss, including water pipe and sprinkler
    breakage and damage. The insurance coverage shall be for not less than One Hundred Percent (100%) of the then current full
    replacement cost of such improvements with all proceeds of insurance payable to Landlord provided, however, that such proceeds
    shall be used to restore the improvements.


  


The insurance shall be in companies and
in form, substance, and amount (where not stated above) satisfactory to the Landlord. The insurance shall not be subject to cancellation
except after at least thirty (30) days prior written notice to the Landlord. Certificate of insurance together with satisfactory
evidence of payment of the premiums thereon, shall be deposited with Landlord at the commencement date of this Lease and renewals
thereof not less than thirty (30) days prior to the end of the term of such coverage.


 




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Should Landlord receive notice of cancellation
of said insurance, it shall notify the Tenant to cease operations immediately and not to start again until Landlord receives new
copies evidencing that insurance describe above is in full force and effect.


 


18. Indemnification


 


The Tenant shall indemnify and save the
Landlord, and the President of Santa Fe Business Incubator, Inc. harmless from all claims or liabilities of any type of nature
or any person, firm, or corporation, including any agents or employees of the Tenant, arising in any manner from the Tenant’s
performance of operations and business covered by this Lease. Landlord shall not be liable to the Tenant, or to any other person,
for any damage to any person or property caused by act, omission or neglect of Tenant. Tenant agrees to indemnify or hold Landlord
harmless from any such liability or claim of liability against Landlord, including attorney’s fees.


 


19. Repairs and Alterations
by Tenant


 


Tenant shall, at its own expense, keep
the Premises in good repair, and will, at the expiration of this Lease, deliver the Premises to the Landlord in like condition
as when taken, reasonable use and wear thereof and damage by the elements excepted. The Tenant shall not make any alterations,
additions, or improvements to the Premises without the Landlord’s prior written consent. All alterations, additions, and
improvements made by either party upon the Premises during the Term hereof, except movable office furniture and trade fixtures
put in at Tenant’s expense, shall become property of the Landlord at the expiration of the Term. Tenant covenants to pay
as they become due all just claims for labor and materials used in making any such additions, alterations, or improvements and
to indemnify and save Landlord and the Premises harmless of and from all costs, expenses, and damages, including reasonable attorney’s
fees and costs of suit arising out of or connected with any statutory or other liens against the Premises, the Building, or the
Property for or on account of such labor and materials.


 


Tenant covenants both for itself and its
servants, agents, and employees, to observe and keep all necessary rules and regulations of the Building which affect said Premises
and will at its own cost and expense make any and all necessary alterations or changes in the Premises which may be necessary
because of any act of the Tenant, its servants, agents, and employees, in violation of any law, ordinance, rule or regulation
of any city, state, or government body. Upon the failure of the Tenant to make or proceed to make, any such changes or alterations
within thirty (30) days after being required to by any other rule, regulation, or ordinance above referred to within ten (10)
days of the receipt of said order or notice, then Landlord may enter the Premises at its option and do and perform said alterations
or make such changes at the cost and expense of the Tenant, which said expense shall be deemed as rent and added to the next monthly
installment of rent then accruing and be collectible as such.


 


20. Access to Premises
and Common Areas


 


Landlord may enter the Premises at any
reasonable time for any reasonable purpose. If the Landlord deems any repair necessary for which the Tenant is responsible, Landlord
may demand that the Tenant perform the repair. If Tenant refuses or neglects to make the repair in a reasonable time, the Landlord
may make the repair and charge the Tenant in accordance with Section 6. The Landlord may enter the premises at reasonable times
to install or repair pipes, wires, or other appliances or to make any repair the Landlord deems essential to the use and occupancy
of the other parts of the Building. Landlord shall give reasonable advance notice to Tenant of its intention to make non-emergency
repairs.


 


In addition to the Premises, the Tenant
shall have a non-exclusive right to access to such common areas as Landlord determines to be necessary to the use of the Premises
as appropriate.


 


21. Advertising Displays


 


No sign or advertising shall be displayed
upon the Premises unless approved in writing by the Landlord.


 


22. Nondiscrimination


 


The Tenant agrees not to discriminate against
any client, employee, or applicant for employment or for services because of race, creed, color, national origin, sex, sexual
orientation, or age, with regard to, but not limited to, the following: employment upgrading; demotion or transfer, recruitment
or recruitment advertising; layoffs or termination; rates of pay or other forms of compensation; selection for training; rendition
of services.


 




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23. Assignment


 


The Tenant shall not assign, transfer,
or mortgage this lease or sublet the Premises in whole or in part without the Landlord’s prior written consent. Any assignment
or subletting shall not relieve Tenant of any of its obligations under this lease.


 


24. Trash Service


 


Landlord agrees to provide at its cost
a suitable external trash receptacle and regularly scheduled external garbage pick-up sufficient to service Tenants in order to
prevent the unsightly accumulation of trash and other debris. Tenant shall be responsible for trash collection charges that exceed
a normal service minimum charge. Tenant will dispose of all hazardous waste according to local laws and ordinances.


 


 25. Default


 


It is expressly understood and agreed that
if the rents above, or any part thereof, shall be in arrears, or if default shall be made in any of the covenants of agreements
herein contained to be kept by Tenant, Landlord may, at Landlord’s election, give Tenant ten (10) days written notice of
Landlord’s intent to terminate said Lease; provided however, that during said ten (10) day period, Tenant may correct defaults
as set forth in said notice and avoid forfeiture thereof.


 


Upon termination of this Lease pursuant
to the preceding paragraph, Tenant shall peacefully surrender the premises to Landlord, and Landlord may upon such termination
or at any time after such termination, without further notice, rent the Premises. If Tenant fails to peacefully surrender the
Premises, the Landlord may repossess it by force, summary proceedings, ejectment, or otherwise and may dispossess Tenant and remove
Tenant and all other persons and property from the Premises. At any time after such termination, Landlord may relet the Premises
or any part thereof in the name of Landlord or otherwise for such term (which may be greater or lesser than the period which would
otherwise have constituted the balance of the term of this Lease) and on such conditions (which may include concessions or free
rent) as Landlord, in Landlord’s discretion may determine and may collect and receive the rents therefor. Landlord shall
in no way be responsible for or liable for any failure to relet the Premises or any part thereof or for any failure to collect
any rent due upon such reletting.


 


No such termination of this Lease shall
relieve Tenant of Tenant’s liability and obligations under this Lease, and such liability and obligations shall survive
any such termination. In the event of any such termination, whether or not the Premises or any part thereof shall have been relet,
Tenant shall pay to Landlord the rent required to be paid up by Tenant up to the time of such termination, and thereafter, Tenant,
until the end of what would have been the term of this Lease in the absence of such termination shall be liable to Landlord for,
and shall pay to Landlord as and for liquidated and agreed damages for Tenant’s default;


 


	(A)		The equivalent of the amount
    of rent which would be payable under this Lease by Tenant if this Lease were still in full force and effect, Less


 


	(B)		The net proceeds of any
    reletting effected pursuant to the provisions of the preceding subparagraph, after deducting all of Landlord’s reasonable
    expenses in connection with such reletting, including, but not limited to, all repossession costs, brokerage commissions,
    legal expenses, attorneys’ fees, alteration costs and expenses of preparation for such reletting.


 


26. Landlord’s
Lien for Rent


 


Tenant hereby grants a lien to Landlord
on Tenant’s interest in all improvements, fixtures, or personal property, including inventory on the Premises. In the event
Tenant fails to cure a default under this Lease, Tenant authorizes Landlord to take possession of the property free and clear
of Tenant’s interest therein.


 


27. Cumulative Remedies


 


Remedies, rights, and benefits of this
Lease are cumulative and shall not be exclusive of any other remedy, right, or benefit contained herein or of any remedy, right,
or benefit allowed by law.


 




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28. Jurisdiction and
Attorney’s Fees


 


The prevailing party is entitled to any
and all attorney fees or other costs incurred in enforcing the provisions set forth in this Lease. This paragraph shall also apply
to any court action or appeals therefrom.


 


29. Waiver


 


One of more waivers by the Landlord or
Tenant of any of this Lease’s provisions shall not be construed as a waiver of a further breach of the same provision.


 


30. Bankruptcy and Insolvency


 


The Landlord may cancel this Lease in the
event that the estate created hereby is taken in execution or by other process of law; or, if the Tenant is declared bankrupt
or insolvent according to law; or if any receiver is appointed for the business and property of the Tenant; or if any assignment
is made of the Tenant’s property for the benefit of creditors.


 


31. Rules and Regulations


 


Tenant, its agents, employees, and invitees
will use the common areas of the Building (reception area, conference rooms, halls, steps, passageways, toilet rooms, delivery
area, parking area, and so forth) subject to rules as the Landlord may make from time to time for the general safety and convenience
of the occupants and tenants of the Building.


 


32. Substitute Space


 


It is understood that Landlord may substitute
space within the Building of similar quality for the Premises leased to the tenant. Landlord shall be responsible for all expenses
in moving Tenant to the new Premises.


 


33. Quiet Enjoyment


 


Upon performing the foregoing covenants,
the Landlord agrees that the Tenant shall and may peaceably and quietly have, hold, and enjoy the Premises of the Term herein.


 


34. Partial Validity


 


If any provision of this Lease shall be
invalid, the remainder of this Lease shall not be affected thereby.


 


35. Notice


 


Whenever this Lease requires notice to
be served on Landlord or Tenant, notice shall be effective the day after mailing, and shall be sufficient if mailed by first-class
mail with postage fully paid, to the following address:


 


	Tenant: B6 Sigma Inc.

        3900 Paseo del Sol

        Santa Fe, New Mexico 87507
	Landlord: Santa
        Fe Business Incubator, Inc.

        3900 Paseo del Sol

        Santa Fe, New Mexico
        87507



 


36. Amendments and Modifications


 


Except for the provisions in Section 1
relating to the Business Assistance Program, Landlord and Tenant agree that this Lease contains the entire agreement, express
or implied, of the parties hereto. There shall be no amendments or modifications to this Lease, unless agreed to in writing, signed
by Landlord and Tenant.


 


37. Binding Successors


 


This Lease is binding on the respective
heirs, successors, representatives, and assigns of the parties.


 


38. Applicable Law


 


This Lease shall be constructed according
to the laws of the State of New Mexico.


 




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IN WITNESS WHEREOF, the parties have signed
this Lease in Santa Fe, New Mexico, the day and year written below.


 


	 	TENANT:
    B6 Sigma, Inc.
	LANDLORD: Santa Fe Business
    Incubator, Inc	 
	 	Dated:
    10/24/2012                        
	Dated: 10/29/2012                     	 
	 	By:  	/s/
    Mark J. Cola
	By:  	/s/
    Marie A. Longserre	 	Mark
    J. Cola
	 	Marie A. Longserre	 	President
	 	President/CEO	 


 


DISCLAIMER


 


THIS AGREEMENT of understanding is prepared
for the benefit of the INCUBATOR PROGRAM, hereinafter referred to as “Program,” and B6 Sigma, Inc. , hereinafter
referred to as “Business,” both parties which desire to clearly understand the relationship developed for the benefit
of promoting and assisting in this limited arrangement.


 


Program and Business are neither a partnership
nor a venture of any description, in fact or law, but rather are independent entities forming a voluntary arrangement wherein
Program is a general business advisor of Business. Business is under no compulsion or constraint to accept or implement the suggestions
and advisement of Program.


 


Business specifically acknowledges and
agrees that Program has no liability, past, present, or future, as to the final and ultimate decisions of Business, nor is Business
compelled in any fashion to accept the advisement and suggestions of Program.


 


Program neither assumes nor authorizes
Business to assume any liability of behalf of Program or suggest to third parties, either expressly or implied, that Program is
in any way a principal, agent, or associated entity of Business, and


 


Business specifically acknowledges its
responsibility for all decisions and business matters related to its operation and control.


 


The Business shall indemnify and save the
program; the Landlord, and the President of Santa Fe Business Incubator, Inc.; and any of the Programs’ agents, advisors,
representatives, and employees, harmless from all claims or liabilities of any type of nature or any person, firm, or corporation,
including any agents or employees of the Business, arising in any manner from the Business’s performance of operations and
business covered by this Lease and this disclaimer.


 


Program and Business agree herein to represent
accurately the relationship between Program and Business and to abide by these provisions.


 


Executed this 26 day of October,
2012, in Santa Fe, New Mexico.


 


	Incubator Program	 	Business: B6 Sigma, Inc.
	 	 	 
	/s/
    Marie Longserre	 	/s/
    Mark J. Cola
	Marie Longserre	 	Mark J. Cola
	President/CEO	 	President


 




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