gccnutronicsamendmentfin






DocuSign Envelope ID: E660873F-9F59-440E-81D6-ABF2AAB8C0B7                      EXHIBIT 10.3                                     THIRD AMENDMENT TO LEASE                   THIS  THIRD  AMENDMENT  TO  LEASE  (“Amendment”),  dated  effective  as  of            7/1/2020           _________________, is  entered  into  by  and  between  GCC  LONGMONT  HOLDINGS,            LIMITED PARTNERSHIP,  a  Delaware  limited  partnership  (“Landlord”),  and  NUTRONICS,  INC.,            a  Nevada corporation (“Tenant”).                                               WITNESSETH:                   WHEREAS,  Landlord’s  predecessor  in  interest  and  Tenant  entered  into  that  certain  Lease            dated  July  3,  2014, including  that  certain Addendum  (“Addendum”), as  amended  by  that  certain  First            Amendment to Lease dated August 4, 2016, that certain Second Amendment to Lease dated November 2,            2016,  and  that  certain  Expansion  Date  Acknowledgement  and  Agreement  dated  May  3,  2017            (collectively, the “Lease”), pertaining to those certain premises (the “Existing Premises”) consisting of            approximately  16,792  rentable  square  feet  of  space  known  as  Suite  G  in  the  building  (the “Building”)            having  an  address  of  1851  Lefthand  Circle,  Longmont,  Colorado.  Terms  not  otherwise  defined  herein            shall have their respective meanings set forth in the Lease.                    WHEREAS,  the  parties  desire  to  expand  the  Existing  Premises  with  additional  space  in  the            building having an address  of 1841 Lefthand Circle,  Longmont, Colorado (“1841 Building”), as further            described on Exhibit A-1 attached hereto and incorporated herein by this reference, and extend the Term            of the Lease for the Premises, as provided herein;                   WHEREAS, on or about November 14, 2019, nLIGHT, Inc., a Delaware corporation            (“Guarantor”), acquired 100% of the ownership interest in Tenant.                   WHEREAS,  the  parties  desire  to  amend  the  Lease  to  reflect  the  expansion  of  the  Existing            Premises,  extension  of  the  Term,  and  otherwise  the  amendment  of  the  Lease  in  the  manner  and  form            hereinafter set forth.                  NOW, THEREFORE, for good and valuable consideration, Landlord and Tenant hereby agree as            follows:                   1.    Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, in addition to           the Existing Premises, space in the 1841 Building consisting of approximately 21,143 rentable square feet            (the “Expansion Premises”), as shown on Exhibit A hereto and made a part hereof by reference, on all of            the terms of the Lease as herein amended on the following basis:                         A.    Tenant’s  right  to  occupy  the  Expansion  Premises  and  its  obligations  under  the           Lease with respect to the Expansion Premises, including but not limited to Tenant’s obligations to pay Rent            and other charges payable pursuant to the Lease, shall commence on the earlier of (the “Expansion Date”):            (a) February 1, 2021, (b) the date the Expansion Space Improvements are substantially completed, or (c)           the date Tenant conducts the Permitted Use from the Expansion Premises. “Substantially completed” as           used in the prior sentence means that the Expansion Space Improvements have been completed to the extent           Tenant may occupy the Expansion Premises and operate the Permitted Use. The Lease, as it pertains to both           the Existing Premises and the Expansion Premises, shall terminate on the last day of the 66th whole calendar           month after the Expansion Date (the “New Expiration Date”).  As of the Expansion Date, references to           Premises in the Lease shall include the Expansion Premises, Tenant’s occupancy of the Expansion Premises           shall be subject to all terms of the Lease as herein specifically amended, and the Premises described in the           Lease shall consist of the Existing Premises and the Expansion Premises for a total of approximately 37,935           rentable square feet of space.             756069                             1 





 






DocuSign Envelope ID: E660873F-9F59-440E-81D6-ABF2AAB8C0B7                         B.    Except as expressly set forth herein, Landlord has no obligation to make or pay for           improvements or alterations to the Existing Premises or the Expansion Premises, and Tenant accepts the            Existing  Premises  and  the  Expansion  Premises  in  their  current “as  is”  condition  as  of  the  date  of  this            Amendment. Tenant shall have the right to access the Expansion Premises commencing on the date of this            Amendment  for  purposes  of  planning  and  design,  but  Tenant  shall  not  commence  construction  of  the            Expansion  Space  Improvements  in  the  Expansion  Premises  until  the  Garage  Contingency  (as  hereafter            defined) has been satisfied or waived by Tenant. No Base Rent or any other amounts owed under the Lease            for the Expansion Premises  will apply during this  early access period.  At the request of Landlord, the            parties  will  evidence  the  Expansion  Date, and  such  other  matters  set  forth  therein  in  an  agreement            substantially in the form of Exhibit B attached hereto, which agreement will contain a revised Base Rent            schedule for the Premises.                         C.    Landlord  shall  reimburse  Tenant  for  the  cost  of  improvements  to  be  made  by           Tenant to the Expansion Premises (the “Expansion Space Improvements”) up to a maximum amount of            $528,575.00 (the “Expansion Space Allowance”).  In addition to the Expansion Space Allowance, Landlord            shall reimburse Tenant for the cost of improvements to be made by Tenant to the Existing Premises (the            “Existing  Premises  Improvements”)  up  to  a  maximum  amount  of  $58,772.00  (the “Existing  Premises            Allowance”).  The Expansion Space Allowance and the Existing Premises Allowance are referred to herein            together as the “Allowance.” The Expansion Space Improvements and the Existing Premises Improvements            are referred to herein together as the “Improvements.” The Improvements shall be generally in accordance            with the 4/22/2019 plans of Hampton Architecture (“Approved Plans”). The Allowance shall be used to            pay for expenditures related to the Improvements including but not limited to costs of all labor, materials,            permits, fees, contractors and subcontractors’ charges, and, pursuant to Section 10 of the Lease, payment            of  Landlord’s supervisory  fee  in  an  amount  equal  to  $95.00  per  hour or,  if  the  Improvements  are  not            constructed by Landlord’s employees, 3% of project costs of the Improvements, plus any out of pocket            engineering and architectural review costs. All costs of the Improvements in excess of the Allowance shall            be at Tenant’s expense.  Tenant is responsible for and shall pay all costs and expenses of the Improvements            that  are  not  allowable  as  expenditures  from  the  Allowance  as  such  amounts  become  due  and  payable.            Promptly following completion of the Improvements, Tenant will deliver to Landlord a request for payment            of the Allowance, accompanied by all of the following in form and substance reasonably satisfactory to            Landlord: (a) a copy of the contract with Tenant’s general contractor which includes a plan or scope of            work to be performed; (b) duly executed unconditional lien waivers and such other affidavits, certificates,            information,  and  data  as  may  be  reasonably  requested  by  Landlord  from  all  general  contractors,            subcontractors and materialmen performing work on the Premises; (c) an itemized computation of the actual            total costs incurred by Tenant (“Actual Costs”) and paid invoices evidencing payment of the Actual Costs;            (d) final as-built plans and specifications for the Expansion Improvements; and (e) such other information           and documentation as Landlord or Landlord’s lender may reasonably request to evidence the proper, lien-           free completion of the Improvements. Unless Landlord reasonably disputes in writing Tenant’s assertion           that  the  Improvements  have  been  completed  in  accordance  with  the  provisions  of  the  Lease  as  herein           amended, within 30 days after Landlord’s receipt, review and reasonable approval of all of the foregoing,           Landlord will pay to Tenant the amount of the Actual Costs of the Improvements, up to the  maximum           amount of the Allowance.  In no event will Landlord have any obligation to reimburse Tenant for any costs           of the Improvements in  excess of the  Allowance.  Unless otherwise agreed by Landlord and Tenant in           writing, if any portion of the Allowance has not been requested by Tenant on or before the date that is 24           full calendar months from the date of this Amendment, such amount will be forfeited by Tenant to Landlord.           The Improvements shall be performed as alterations in accordance with the terms and conditions of the           Lease, including without limitation Section 10 of the Lease; provided, however, that Tenant shall have no           obligation to remove the Improvements at the end of the Term, provided such Improvements are constructed           in accordance with the Approved Plans. In addition to the Allowance, Landlord has paid the cost of the           initial space plan for the Improvements and shall pay for one revision to the space plan.             756069                             2 





 






DocuSign Envelope ID: E660873F-9F59-440E-81D6-ABF2AAB8C0B7                         D.    In addition to Tenant’s parking rights for the Existing Premises, Tenant shall have           the right to use 68 parking spaces in the parking areas for the 1841 Building, based on a parking ratio of            3.21 spaces/1,000 rentable square feet leased. Tenant’s use of the parking areas shall be subject to and in            accordance with the provisions of the Lease, as herein amended.                   2.    Tenant desires, at Tenant’s sole cost and expense, to construct a garage (the “Garage”) in           the location, size, configuration and construction as shown on Exhibit C attached hereto and incorporated            herein by this reference.  Tenant agrees to diligently pursue completion of the Garage in a manner so as to            minimize disruption to other tenants of the Building and other buildings in close proximity to the Building.            Tenant shall not be required to remove the Garage at the end of the Term provided the Garage conforms to            the specifications set forth on Exhibit C in all material aspects; provided, however, if changes to Exhibit C            are requested by Tenant and approved in writing by Landlord, Landlord shall notify Tenant of whether any            such changes will need to be removed at the time of approval if so requested in writing by Tenant. Upon            the earlier of (i) substantial completion of the Garage or (ii) upon Tenant conducting the Permitted Use            within the Garage, Tenant shall pay to Landlord, at the same times and in the same manner as Base Rent is            paid for the Premises, rent for the Garage at the initial rate of $4.00 per rentable square foot of the Garage,            which rate shall increase annually by 5%. Substantial completion as used in the prior sentence means that            the Garage has been completed to the extent Tenant may occupy the Garage and operate all or a portion of            the Permitted Use. Promptly following the date of this Amendment, Landlord, on behalf of Tenant and at            Tenant’s expense, shall use commercially reasonable efforts to obtain the site plan waiver approval (the            “Approval”) required to construct the Garage  from the City of Longmont’s Planning and Development            Services Department (the “Department”), and Tenant shall fully cooperate without  delay as reasonably            required with Landlord’s efforts to obtain the Approval, including without limitation promptly providing            all information and documentation as may be required. The cost of obtaining the Approval shall be deducted            from the Allowance, or, if the Approval is not obtained, then Tenant shall reimburse Landlord for all costs            incurred by Landlord in seeking to obtain the Approval within thirty (30) days after receipt of an invoice            from Landlord. If the Department does not issue the Approval for the construction of the Garage on or            before four (4) months after the date of this Amendment (the “Garage Contingency”), then Tenant in its            sole discretion shall have the option, upon delivery of written notice to Landlord within seven (7) days after            the end of such 4-month period, to elect to declare this Amendment null and void and of no further effect,            provided the Lease shall remain in full force and effect without regard to this Amendment. Upon issuance            of the Approval, the contingency set forth in this Section 2 shall be deemed satisfied.                     3.    Until the Expansion Date, Tenant shall continue to pay Base Rent for the Existing Premises           pursuant to the terms of the Lease. Commencing on the Expansion Date, Tenant shall pay Base Rent for            the Existing Premises pursuant to the terms of the Lease and, notwithstanding anything contained in the            Lease to the contrary, in accordance with the following schedule:                                           Period                  Annual PSF   Monthly Base                                                                                 Rent                         Expansion Date through Month 12           $12.00      $16,792.00                         Month 13 through Month 24                 $12.50      $17,491.67                         Month 25 through Month 36                 $13.00      $18,191.33                         Month 37 through Month 48                 $13.50      $18,891.00                         Month 49 through New Expiration Date      $14.00      $19,590.67            The Lease shall continue for the Existing Premises through the New Expiration Date.  As of August 1,            2022, the Base Rent rate for the Existing Premises shall be payable at the then current rate of Base Rent for            the Expansion Premises, and shall increase at the same times and in the same amounts as for the Expansion            Premises through the New Expiration Date.  The final Base Rent Schedule for the Premises (inclusive of            the  Existing  Premises  and  the  Expansion  Premises)  shall  be  set  forth  in  the  Expansion  Date              756069                             3 





 






DocuSign Envelope ID: E660873F-9F59-440E-81D6-ABF2AAB8C0B7             Acknowledgment and Agreement. In consideration for the increase in Base Rent applicable to the Existing            Premises,  in  addition  to  the  Allowance,  Landlord  provide  Tenant  with  an  additional  allowance  in  the            amount of $79,720.02 (the “Additional Allowance”), which may be used for Improvements and is payable            by Landlord in the same manner as the Allowance; provided, however, any amount not used by Tenant for            the cost of Improvements may, upon Tenant’s written notice to Landlord, be applied as a credit toward Base            Rent payments first coming due after Tenant’s notice.  The Additional Allowance is based on the actual            number of months of increased Base Rent for the Existing Premises, and if the Expansion Date does not            occur on or before February 1, 2021, then the Additional Allowance is subject to proportionate reduction.            Unless otherwise agreed by Landlord and Tenant in writing, if any portion of the Allowance has not been            requested by Tenant on or before the date that is 24 full calendar months from the date of this Amendment,            such amount will be forfeited by Tenant to Landlord.                   4.    Commencing on the Expansion Date, in addition to Base Rent for the Existing Premises,           Tenant shall pay Base Rent for the Expansion Premises pursuant to the terms of the Lease, in accordance            with the following schedule:                              Period                     Annual PSF       Monthly Base Rent             Expansion Date through Month 12*             $12.00            $21,143.00*             Month 13 through Month 24                    $12.50            $22,023.96             Month 25 through Month 36                    $13.00            $22,904.92             Month 37 through Month 48                    $13.50            $23,785.88             Month 49 through New Expiration Date         $14.00            $24,666.83             *Notwithstanding anything to the contrary, Tenant may abate the payment of Base Rent (but not any other           charges payable by Tenant pursuant to the Lease) for the first 6 months following the Expansion Date (the           “Abated Rent Period”).  Rents payable hereunder are allocable to, and will be accrued by the parties during,           their fiscal periods in which the same is actually paid.  No portion of the Rent paid by Tenant during periods           after the expiration of the Abated Rent Period will be allocated to such Abated Rent Period, nor is such           Rent intended to be allocable to the Abated Rent Period.  If at any time during the Term, an event of default           by Tenant occurs, Tenant owes Landlord, in addition to all other amounts, the unamortized portion of the           Rent abated hereunder, such amortization to be on a straight-line basis over the period commencing on the           Expansion Date and continuing  through the New Expiration Date. Tenant has no  obligation to pay the           abated amounts if no event of default by Tenant occurs prior to the expiration of the Term.                  5.    In addition to Base Rent for the Premises, Tenant shall be obligated to pay all other charges           payable  by  Tenant  for  the  Premises  (inclusive  of  the  Existing  Premises  and  the  Expansion  Premises),            including without limitation utilities and Tenant’s Share of all Operating Costs, Taxes, insurance, and other            sums payable by Tenant in accordance with the Lease for both the Building and the 1841 Building.  For            periods on and after the Expansion Date, Tenant’s Share of the 1841 Building shall mean 71.429%. In the            event the Garage  is constructed, the Building  will be  remeasured by Landlord’s architect and Tenant’s            Share shall include the Garage and be adjusted based on the new rentable square footage of the Building.                    6.    Upon  execution  of  this  Amendment,  Tenant  shall  deposit  with  Landlord  an  additional           amount equal to $15,503.93 to be added to the existing Security Deposit being held by Landlord in the            amount of $46,728.97. Thereafter, Landlord shall hold the Security Deposit in the amount of $62,232.90            for the duration of the Term as it may be extended.                   7.    Concurrently  with  the  execution  and  delivery  of  this  Amendment  by  Tenant,  and  as  a           condition to the effectiveness of this Amendment, Tenant shall deliver to Landlord a Guaranty in the form            attached hereto as Exhibit D executed by Guarantor.                756069                             4 





 






DocuSign Envelope ID: E660873F-9F59-440E-81D6-ABF2AAB8C0B7                   8.    This Amendment shall not affect the Option to extend the Term of the Lease granted to           Tenant in paragraph 1 of the Addendum; provided, however, Tenant shall have two (2) Options to extend            the Term of the Lease for a period of five (5) years each, and each Option shall apply to the Premises,            inclusive of the Existing Premises and the Expansion Premises.  All other terms and conditions set forth in            paragraph 1 of the Addendum shall apply to each of said Options.                   9.    Subject to the Prior Rights (as hereafter defined), Tenant shall have a continuous and on-           going Right of First Offer (“ROFO”) to lease any rentable space in the Building or the 1841 Building that            is contiguous and adjacent to the Premises (the “ROFO Space”) which becomes available after the date of            this Amendment, subject to and in accordance with the terms and conditions of this Section 8.                         A.    If  any  portion  of  the  ROFO  Space  becomes  available  and  Landlord  intends  to           market the ROFO Space for leasing to third parties from time to time, Landlord shall give notice thereof to            Tenant in each such instance (“Offer Notice”).  Each Offer Notice shall provide that the ROFO Space will            be offered to Tenant upon the provisions that Landlord would offer to lease the ROFO Space to third parties.            Such provisions will include, among other things, escalations and pass-throughs.  Tenant has 7 days after            receiving an Offer Notice within which to notify Landlord whether it elects to lease the ROFO Space, which            election must be upon the terms and for all space included in the Offer Notice.                         B.    Landlord’s obligation to offer ROFO Space to Tenant is subordinate to all rights           of extension, expansion, or first offer or refusal as to the ROFO Space in favor of the tenants under existing            leases as of the date of this Lease and is subordinate to the option of Landlord to extend the existing lease            of any current tenant of any ROFO Space, whether or not such tenant’s lease expressly provides for such            extension option (“Prior Rights”).                         C.    If Tenant does not timely notify Landlord of its election to lease the ROFO Space           offered under the applicable Offer Notice,  it  will be  conclusively presumed that Tenant has waived its            ROFO as to the ROFO Space offered under the applicable Offer Notice, and Landlord shall be free to lease            the ROFO Space offered under the applicable Offer Notice to a third party upon such terms as Landlord            and the third party agree.                          D.    Upon  exercise  of  any  ROFO,  the  ROFO  Space  will  be  deemed  added  to  the           Premises and Tenant will accept such space in its “as is” condition without any remodeling or fix-up work            performed by Landlord, except to the extent set forth in the Offer Notice. All costs of preparing any ROFO            Space for Tenant’s occupancy, including costs of compliance with applicable laws will be paid by Tenant,            except to the extent set forth in the Offer Notice.  After exercise of any ROFO, the parties will execute an            amendment to the Lease evidencing the addition of such ROFO Space.                         E.    Tenant’s right to exercise any ROFO is conditioned on: (i) no event of default by           Tenant existing at the time it exercises the ROFO or on the date that Tenant’s occupancy of the ROFO            Space is scheduled to commence; (ii) there having been no more than 2 uncured events of default by Tenant            during the Term; (iii) Tenant not having vacated the Premises or assigned its interest in the Lease, except            to a Permitted Transferee; and (iv) Tenant not having first sublet the Premises or any portion thereof from            and after the date of the Offer Notice. This ROFO is personal to Tenant and may not be assigned (except            to a Permitted Transferee). In the  event of such an assignment  of the Lease (other than to a Permitted            Transferee) or a subletting or vacation of any portion  of the Premises, or if there has been more than 2            uncured Events of Default by Tenant during the Term, the ROFO shall be deemed null and void and of no            further force or effect.              756069                             5 





 






DocuSign Envelope ID: E660873F-9F59-440E-81D6-ABF2AAB8C0B7                         F.    All notifications contemplated by this Section 8, whether from Tenant to Landlord,           or from Landlord to Tenant, must be in writing and given in the manner provided for notices in this Lease.                   10.   Tenant hereby represents and warrants to Landlord that it has not engaged any broker in           connection with the negotiation and/or execution of this Amendment other than JLL (“Tenant’s Broker”),            who has acted as Tenant’s agent. Tenant has no knowledge of any broker’s involvement in this transaction,            other than Sentinel Management, Inc. (“Landlord’s Broker”), who has acted as Landlord’s agent. Landlord            shall pay those commissions regarding this Amendment owed to Tenant’s Broker and/or Landlord’s Broker            pursuant to a separate agreement.  Tenant will indemnify Landlord against any claim or expense (including,            without limitation, attorneys’ fees) paid or incurred by Landlord as a result of any claim for commissions            or fees by any broker, finder, or agent, whether or not meritorious, employed by Tenant or claiming by,            through or under Tenant other than Tenant’s Broker.  Landlord will indemnify Tenant against any claim or            expense (including, without limitation, attorneys’ fees) paid or incurred by Tenant as a result of any claim            for commissions or fees by any broker, finder, or agent, whether or not meritorious, employed by Landlord            or claiming by, through or under Landlord.                     11.   The 1841 Building has two existing 120/208 volt transformers. One transformer is 750kw           and  the  second  transformer  is  500kw.  Tenant  shall  have  access  to  all  1250kw  except  for  one  400amp            120/208 volt electrical panel.                    12.   In Section 10 (Alterations – Changes and Additions – Responsibility – No Holes in Roof           – No Equipment on Roof) of the Lease, the second to last sentence of the second paragraph shall be deleted           in its entirety and replaced with the following in lieu thereof:                        If within 20 days after such plans and specifications are submitted by Tenant to Landlord                         for such approval, Landlord shall have not given Tenant notice of disapproval, stating the                         reason for such disapproval, Tenant may deliver a second request for approval to Landlord                        which request shall clearly state in large bold letters that failure to respond within ten (10)                        days shall be deemed approval, and if Landlord fails to respond within such 10-day period,                        then such plans and specifications shall be considered approved by Landlord.                    13.   In Section 22.1.3 (Default Defined) of the Lease, “10 days” shall be deleted and replaced           with “15 days”.                     14.   Notwithstanding  anything  to  the  contrary  in  the  Lease,  if  this  Lease  is  junior  to  any           mortgage or deed of trust, prior to the Expansion Date, Landlord shall request a subordination, attornment            and non-disturbance agreement to be entered into with Tenant from all such holders of a mortgage or deed            of trust, on such holders’ standard form (“SNDA”).                    15.   Tenant’s parent company is Guarantor, which is a publicly traded company. So long as           Guarantor remains a publicly traded company, Section 30 of the Lease is hereby modified to the effect that            if Landlord requests financial statements or other financial information from Tenant, the request will be            satisfied if Tenant provides publicly available financial information of Guarantor.                   15.   Section 38.3 (Substitute Premises) of the Lease is hereby deleted in its entirety.                  16.   If there is any conflict between the terms of this Amendment and the terms of the Lease,           the terms of this Amendment govern.  The Lease as hereby amended is in full force and effect, is hereby            ratified and affirmed by the parties, and is binding upon the parties in accordance with its terms.                   17.   Time is of the essence herein.            756069                             6 





 






DocuSign Envelope ID: E660873F-9F59-440E-81D6-ABF2AAB8C0B7             IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year below and it            is effective as of the date first above written.              NUTRONICS, INC., a Nevada corporation                                                    GCC LONGMONT HOLDINGS, LIMITED                                                    PARTNERSHIP, a Delaware limited partnership              By:                                    By:   GCC Longmont Holdings GP, Inc.,              Name:  Jeff Barchers                         a Delaware corporation, its General Partner             Title:  VP/CTO                            7/1/2020                By:             Date of Signature: __________________  Name:   Dave Kristen                                                   Title:  Managing Partner                           “Tenant”                                                    Date of Signature: __________________7/1/2020                                                                  “Landlord”              756069                             7 





 






DocuSign Envelope ID: E660873F-9F59-440E-81D6-ABF2AAB8C0B7                                                                             Exhibit A                                                                     Expansion Premises                    756069                                                     8 





 






DocuSign Envelope ID: E660873F-9F59-440E-81D6-ABF2AAB8C0B7                                               Exhibit A-1                                             1841 Building             LOT 1F, LONGS PEAK INDUSTRIAL PARK-MINOR SUBDIVISION “F”, THE PLAT OF WHICH            WAS RECORDED FEBRUARY 28, 1983 ON FILM 1241 AS RECEPTION NO. 535391 UNDER            PLAN FILE NO. P-13, F-3, #10,             CITY OF LONGMONT,             COUNTY OF BOULDER,             STATE OF COLORADO.               756069                             9 





 






DocuSign Envelope ID: E660873F-9F59-440E-81D6-ABF2AAB8C0B7                                                Exhibit B                            Form of Expansion Date Acknowledgement and Agreement                                Expansion Date Acknowledgment and Agreement             This  Expansion  Date  Acknowledgment  and  Agreement  (“Agreement”)  is  an  acknowledgment  of  the            Expansion Date as defined in the Third Amendment to Lease (“Amendment”) and intended to be a part of            that certain Lease for premises  located at  1841 and 1851 Lefthand Circle, Longmont, Colorado, which            Amendment was effective on the ____ day of ___________, 2020, by GCC LONGMONT HOLDINGS,            LIMITED  PARTNERSHIP,  a  Delaware  limited  partnership,  as  Landlord,  and  NUTRONICS,  INC.,  a            Nevada corporation, as Tenant.             Landlord and Tenant hereby agree that:             1.    Tenant acknowledges that both the 1851 Building, the 1841 Building and the Premises (inclusive           of the Existing Premises and the Expansion Premises) are satisfactory in all respects.            2.    Tenant took possession of the Expansion Premises on , _____.  Tenant hereby agrees to            pay partial month’s Base Rent in the amount of $_____ (___ days at $___ per diem).             3.    The Expansion Date of the Lease is hereby agreed to be the ____ day of the month of ________,           ________. The New Expiration Date is hereby agreed to be the last day of the month of ________, 20___.            4.    Tenant shall pay Base Rent for the Premises pursuant to the terms of the Lease and in accordance           with the following schedule:                                   Period                       Annual PSF   Monthly Base                                                                                 Rent             __________, 20__ - __________, 20__                  $______    $____________             __________, 20__ - __________, 20__                  $______    $____________             __________, 20__ - __________, 20__                  $______    $____________             __________, 20__ - __________, 20__                  $______    $____________             __________, 20__ - __________, 20__                  $______    $____________             __________, 20__ - __________, 20__                  $______    $____________             __________, 20__ - __________, 20__                  $______    $____________             All other terms and conditions of the Lease are hereby ratified and acknowledged to be unchanged.              756069                             10 





 






DocuSign Envelope ID: E660873F-9F59-440E-81D6-ABF2AAB8C0B7             Agreed and executed this _______ day of         , 2020.             LANDLORD:                           GCC LONGMONT HOLDINGS, LIMITED                                                PARTNERSHIP, a Delaware limited partnership                                                 By:   GCC Longmont Holdings GP, Inc., a Delaware                                                      corporation, its General Partner                                                  By                                                Title:_____________________________             TENANT:                             NUTRONICS, INC.,                                                 a Nevada corporation                                                 By                                                Title              756069                             11 





 






DocuSign Envelope ID: E660873F-9F59-440E-81D6-ABF2AAB8C0B7                                                                             Exhibit C                                                                     Garage Specifications                    756069                                                    12 





 






DocuSign Envelope ID: E660873F-9F59-440E-81D6-ABF2AAB8C0B7                                                Exhibit D                                           Form of Guaranty                                                Guaranty                                                 7/1/2020                 THIS GUARANTY is executed as of _________________, by nLIGHT, Inc., a Delaware            corporation ("Guarantor").                                           W I T N E S S E T H :                  GCC LONGMONT HOLDINGS, LIMITED PARTNERSHIP, a Delaware limited partnership            ("Landlord"), is willing to execute that certain Third Amendment to Lease dated ____________,July 1st  2020 (the            "Third Amendment"), to that certain Lease dated July 3, 2014, including that certain Addendum            (“Addendum”), with Nutronics, Inc., a Nevada corporation (“Tenant”), as amended by that certain First            Amendment to Lease dated August 4, 2016, that certain Second Amendment to Lease dated November 2,            2016, and that certain Expansion Date Acknowledgement and Agreement dated May 3, 2017 (collectively,            the “Lease”), pertaining to those certain premises (the “Existing Premises”) consisting of approximately            16,792 rentable square feet of space known as Suite G in the building (the “Building”) having an address            of 1851 Lefthand Circle, Longmont, Colorado on condition of receiving this Guaranty;                   NOW, THEREFORE, for and in consideration of Landlord's execution and delivery of the Third            Amendment and for other good and valuable consideration, the receipt and sufficiency of which is            acknowledged by Guarantor, Guarantor hereby agrees as follows:                   1.    Guarantor represents and warrants to Landlord that:                       A.    Guarantor is financially interested in Tenant.                       B.    The  financial  information  provided  to  Landlord  by  Tenant  and  Guarantor  is           accurate for the periods shown and there has been no material adverse change since such dates in either            Tenant  or  Guarantor.  Any  financial  information  shall  be  provided  under  a  standard  non-disclosure            agreement among Landlord, Tenant and Guarantor.                  2.    Guarantor unconditionally and irrevocably guarantees the prompt and faithful performance           of all provisions of the Lease by Tenant and any assignee and any Permitted Occupant of Tenant, including,            but not limited to, payment of all rent and other sums due Landlord.  Guarantor waives each and every            notice to which Guarantor may be entitled under the Lease, or otherwise, and consents to any extension of            time,  leniency,  waiver,  forbearance,  or  any  amendment  which  may  be  made  in  the  Lease,  and  no            amendment,  waiver,  or  forbearance  will  release  Guarantor  from  any  liability  or  obligation  hereby            guaranteed.  Notwithstanding anything contained herein to the contrary, in the event of an assignment of            the Lease by the original Tenant to an entity having a net worth, as reasonably determined by Landlord, of            not less than Guarantor's as of the effective date of such assignment or as of the date of this Guaranty,            whichever is higher, and such entity is otherwise approved by Landlord in writing in accordance with the            terms and conditions of the Lease, then, provided such entity assumes Tenant's obligations under the Lease            in a writing acceptable to Landlord and there has been no default by Tenant under the Lease prior to the            date of such assignment, Guarantor's liability under the Lease for the obligations of such assignee-entity            under the Lease from and after the effective date of such assignment shall terminate; provided, however,            Guarantor  shall  remain  liable  for  all  obligations  of  Tenant  arising  prior  to  the  effective  date  of  such            assignment and such obligations shall survive such termination. In no event shall Guarantor be released            from  liability  under  this  Guaranty  in  the  event  of  an  assignment  under  the  Lease  that  does  not  require            Landlord's consent.                    3.    If an event of default (as defined in the Lease) by Tenant occurs, Landlord may commence           suit against Guarantor and/or exercise any available remedy at law or equity to enforce the provisions of              756069                             13 





 






DocuSign Envelope ID: E660873F-9F59-440E-81D6-ABF2AAB8C0B7             this Guaranty without first commencing any suit or otherwise proceeding against Tenant or exhausting its            remedies against Tenant.  This is a guaranty of payment and performance and not a guaranty of collection;            Guarantor's liability under this Guaranty is primary.  Landlord's rights shall not be exhausted by its exercise            of any remedies or by any number of successive suits until and unless all obligations hereby guaranteed            have been fully performed.                   4.    Landlord and Guarantor each waives any right to a trial by jury in suits arising out of or           concerning the provisions of this Guaranty.  If any suit is commenced by Landlord to enforce this Guaranty,            the prevailing party shall recover all reasonable costs incurred in connection therewith, including reasonable            attorneys' fees.                   5.    No payment by Guarantor except full payment and performance shall entitle Guarantor by           subrogation or otherwise, to any payment by Tenant under or out of the property of Tenant.                  6.    This Guaranty inures to the benefit of Landlord, its successors and assigns and shall be           binding upon the heirs, personal representatives, successors, and assigns of Guarantor.                  7.    The liability of Guarantor is not affected by, and Guarantor expressly waives any defenses           by reason of, (a) the release or discharge of Tenant in any bankruptcy or other proceedings; (b) the limitation            or cessation of the liability of Tenant; (c) the rejection or disaffirmance of the Lease in any proceeding; (d)            amendment, assignment or transfer of the Lease by Tenant; or (e) any disability or other defense of Tenant.                  8.    Guarantor agrees that if Tenant files a petition for relief under any provisions of the Federal           Bankruptcy Code, or any similar law, if such a petition filed by creditors of Tenant is approved by a Court,            or if any Court appoints a receiver tenant to operate, including Tenant's obligations under the Lease and/or            a substantial part of Tenant's property:                               (a)   if  the  Lease  is  terminated  or  rejected,  or  the  obligations  of  Tenant  are           modified, Landlord has the option either (i) to require Guarantor to execute and deliver to Landlord a new            lease as tenant for the balance of the term and containing the same provisions as the Lease, or (ii) to recover            from Guarantor that which Landlord would have been entitled to recover from Tenant upon a termination            of the Lease due to a default by Tenant even though Landlord may not be entitled to recover the same from            Tenant in such proceeding; and                              (b)   if any obligation under the Lease is performed by Tenant and any part of           such performance is avoided or recovered from Landlord as a preference, fraudulent transfer or otherwise,            the liability of Guarantor under this Guaranty shall remain in effect.                   9.    This Guaranty will be governed by the internal laws of the State of Colorado and shall be           deemed executed in the City and County of Denver.  Guarantor consents to and submits to the jurisdiction            of the federal and state courts located in Denver, Colorado, and any suit shall be brought in a federal or            state court located in Denver, Colorado, with appropriate jurisdiction over the subject matter.  Guarantor            waives  any  defenses  based  on  the  venue,  inconvenience  of  the  forum,  lack  of  personal  jurisdiction,            sufficiency of service of process or the like in any suit brought as aforesaid.                                                   nLIGHT, Inc., a Delaware corporation                                                 By:___________________________                                                Its:___________________________Chief Financial Officer                                                      "Guarantor"              756069                             14