Exhibit 10.16


 


COMMERCIAL
LEASE for 2247
Federal Blvd.Denver,
CO 80211


 


Parties:


 


This Commercial
Lease Agreement (“Lease”) is entered into between MassRoots, Inc. and CannaBuild, LLC. (“Lessee”) and individually
Isaac Dietrich and Zach Marburger (“Lessee”), whether one or more, and 2247 FEDERAL BOULEVARD, LLC. ("Lessor").
Each Lessee is jointly and severally liable for the payment of rent and performance of all other terms of this Agreement.


 


Premises:


Lessor
rents to Lessee,
and Lessee rents
from Lessor the
following described premises, in
its present state and
condition, situated at 2247 Federal
Bvd. in the County
of Denver,
State of Colorado.


 


Lessee's
Access To Premises:


 


Upon
the execution of
this Lease, Lessor
grants to Lessee,
Lessee's employees, agents
and invitees access to
and from the
premises owned by
Lessor and
to use those parts of
the building and property designated by
this Lease
for use by Lessee.


 


Term:


 


The
term of this
Lease is for
one year, commencing
on the
23rd day of
July 2014 and expiring
on the 22"d


day
of July, 2015,
unless renewed or
extended pursuant to the
terms herein.


 


Use:


Lessee
shall use and
occupy the premise
for the purpose of
office space. Lessee covenants:


	a.		Not to
use the premises for
living quarters or
residence.



	b.		Surrender the
premises to Lessor
at the end
of the Term
or any renewal
period without the necessity
of any notice from either Lessor or Lessee
to terminate the same,
and Lessee hereby expressly waives all right to any notice respecting said surrender
of premises.



	c.		Lessee will
keep the premises
clean, sanitary and
in good condition
and, upon
termination of the tenancy,
return the premises
to Lessor in
a condition identical to that which
existed when Lessee
took occupancy, except for
ordinary wear and
tear and any additions or
alterations authorized by Lessor.






	d.		To keep
the premises in
good repair at
Lessee's own expense
with the exception
of those repairs specifically designated
as Lessor's responsibility herein.



	e.		Not to make
any occupancy of
the Leased Premises
contrary to law
or contrary to any
directions, rules, regulations, regulatory bodies, or officials having
jurisdiction or which
shall be injurious
to any person or property.






	f.		Not to
permit any waste
or nuisance.



	g.		Lessee shall
keep the sidewalks,
if any, in
front of or
adjoining the
premises clean, in
acceptable appearance and
sanitary condition.



 


Notwithstanding
the forgoing, Lessee
shall not use
the premises for
the purposes of
storing, manufacturing or selling
any explosives,
flammables or
other inherently dangerous substance,
chemical, thing or device.


 


Lessor's
Responsibility for Repairs:


 


All
repairs, except
those stipulated
below,
which are
the responsibility
of Lessor,
shall be
made by Lessee
at Lessee's
own expense. If the Lessor pays for the
same or any part thereof,
such payment shall constitute




    	 



    	 



    

Additional
Rent, as hereinafter
defmed, and payable
by Lessee under
this Lease, due
from Lessee to
Lessor at the next
rent day after any
such payment.


 


Lessor
shall be responsible
for making only
the following repairs
and general maintenance:
(check all that apply)


 


•
The roof over
the premises.


•
Structural repairs to
exterior walls; structural
columns and structural
floors, which collectively


enclose
the premises..


•
Heating, Ventilation
and Air Conditioning
systems, if, and
to the extent
installed by Lessor.


 


Hazardous
Material:


 


Lessee
hereby indemnifies and holds
Lessor and Lessor's
officers, directors, shareholders,
managers, members, agents and
employees harmless from
and against, and
shall reimburse Lessor and
Lessor's officers, directors, shareholders, managers,
members, agents and employees for, any and all "Losses"
(as hereinafter defined) arising from, out of
or as a consequence, directly or indirectly, of the release or presence of any
Hazardous Materials on the premises which first occurs
during the Term of this Lease, whether foreseeable or unforeseeable, and whether
or not known to Lessee, it being understood and agreed that the foregoing indemnity
includes, but is not limited to, all costs of removal, remediation of any kind, detoxification,
clean up and disposal of such Hazardous
Materials and the preparation of any
closure or other required plans, all costs
of determining whether
the premises is in compliance and
causing the premises to be in compliance with
all applicable Environmental Laws, all costs
and fees associated with claims for damages
to persons, property, or
natural resources, and Lessor's reasonable attorneys' fees
and consultants' fees and court costs in respect thereto whether or not litigation or
administrative proceedings shall occur, including all costs and expenses incurred or
suffered by Lessor by reason of any violation of any applicable Environmental Law
which occurs, or has occurred, upon
the premises during the Term of this Lease,
or by reason of
the imposition of any
governmental lien for the recovery
of environmental clean-up costs expended by reason of such violation, it being
expressly understood and agreed that to the extent Lessor and Lessor's officers, directors, shareholders,
managers, members, agents and employees,
or any of them are strictly liable under any applicable statute or regulation pertaining to
the protection ofthe environment, this
indemnity shall likewise be without regard to fault on the
part of Lessee with
respect to the violation of law
which results in such liability. "Losses"
shall mean any and all loss, claim, liability, damages,
injuries to person, property or
natural resources, cost, expense, action or cause
of action.


 


Lessee
hereby covenants and
agrees that all
obligations of Lessee
under this Section
shall survive any
termination of
the Lease,
it being
further understood and agreed that the rights of Lessor under this Section shall be
in addition to any other rights and remedies under this Lease or at law or
in equity.


 


Lessee
shall comply with
all Environmental
Laws throughout the
Term


 


Payment
of Rent:


Lessee
will pay to
Lessor an annual
rental of  $41,400.00
 Dollars,
 payable in
equal installments of


$3450.00
Dollars (the "rent")
in advance on
the fust  day
of each
month, except
when that day falls on
a


weekend
or a legal
holiday,
in which
case rent
is due on
the next
business day.


 


Lessee
covenants
to pay
the rent
when
due and payable,
without any setoff, deduction or prior demand whatsoever.
Any payment by Lessee or acceptance by Lessor of a lesser amount than shall
be due from Lessee to Lessor shall be treated as payment on account. The acceptance
by Lessor of a check, or other instrument, for a lesser
amount with an endorsement or statement thereon, or upon
any letter accompanying such check or other
instrument, that such lesser amount is payment in full, shall
be given no effect, and Lessor
may accept such check or other instrument
without prejudice to any other rights
or remedies which Lessor
may have against
Lessee.


 


Rent
will be paid
in the following
manner unless Lessor
designates otherwise: Rent shall
be
placed in
drop box located at
2247 Federal Blvd.
Denver
80211




    	 



    	 



    




Prorated
First Month's Rent:


 


For
the period from
Lessee's move-in date
or beginning date
of this agreement,
whichever is earlier, through
the end of
the month, Lessee will pay to Lessor a prorated monthly rent $890.32. This amount will be paid on
or before the date the Lessee moves in.


 


Returned
Check and Stop
Payment:


In
each instance that a
check or other
acceptable instrument offered
by Lessee to
Lessor for any
amount due under this Agreement
or in payment of rent is returned for lack of
sufficient funds, a "stop payment" or any other reason,
a service charge of $50.00, which
does not exceed the maximum amount
allowed by applicable Colorado law, will be assessed.


 


Late
Charges:


If
Lessee fails to
pay the rent
in full before
the end of
the 3rd day
after it's due, Lessee
will be assessed
a late charge of$50.00,
and $50.00 every additional
day after the
fourth day, for the handling of
such late payment, as allowed by applicable
Colorado law. Lessor reserves and
in no way
waives the right to
insist on payment of the rent in full
on the date it is due. 
This late payment charge is
in addition to any other rights
or remedies of the Lessor.


 


Utilities:


 


Unless
otherwise provided in
this Lease,
all applications
and connections for
necessary utility services
on the demised premises
shall be made in
the name of Lessee only.
In addition, unless otherwise
provided in this Lease, Lessee shall be solely liable for utility charges as
they become due, including those for gas,
electricity, and telephone services, except for the following, which will be paid by
Lessor:
water, sewer, and
trash.


 


In
the event Lessee
fails to pay
utilities as due,
Lessor has
the right to
enforce and shall
enforce payment in the same manner
as in rent in arrears or default.


 


Lessee's
Examination  and Acceptance
of Premises:


 


Lessee
acknowledges that Lessee
has examined the premises
and Lessee's acceptance
of this agreement
is conclusive evidence that
said leased premises are
in good and
satisfactory order and repair
unless otherwise specified herein;
and Lessee agrees that no representations
as to the condition of the premises have been made
and that no agreement has been made
to redecorate,
repair or improve the premises unless hereinafter
set forth specifically in writing. Lessor will deliver the leased premises and all common areas in a habitable condition,
pursuant to
applicable state law. Lessee
takes premises in its
AS-IS condition. Lessee agrees
 not to damage
the premises
through any act or omission, and
to be responsible
for any damages sustained through the acts or omissions of Lessee,
Lessee's employees or Lessee's invitees, licensees, and/or
guests. If such damages are incurred,
Lessee is required
to pay for any
resulting repairs at the same time
and in addition to the next month's  rent
payment, with
consequences for nonpayment identical to those for nonpayment of
rent described herein.


 


 


Security
Deposit:


 


Upon
execution
of this Lease,
Lessee will deposit
with Lessor the
sum of $3450.00
Dollars ("Security Deposit")
as security for the
performance of Lessee's
obligations under this lease, including
without limitation the surrender
of possession of the premises to Lessor as herein provided.
It is expressly understood that the Security Deposit shall
not be considered an advance
payment of rental or a measure
of Lessor's
damages in case of default
by Lessee.


 


The
Security Deposit shall
be held, applied
to damages or
rent and returned
to Lessee all
in accordance with the laws of the state where the premises are located and
in force at the time of execution of this lease.




    	 



    	 



    

Lessor
may, from time to time, to the extent permitted by the laws of the state where the premises are


located,
without prejudice to
any other remedy,
use the Security
Deposit to the
extent necessary to
make


good
any arrearages of
rent or to
satisfY any other
covenant, obligation or
default of Lessee
hereunder, including Lessee's  obligations
to others due
to be paid by Lessee under
the provisions of this Lease. Following any such application of the Security Deposit, Lessee shall pay to Lessor on demand
the amount so applied in order to restore the Security Deposit to its original amount.


 


If
Lessor transfers Lessor's
interest in the
premises during the term
of this Lease,
Lessor may assign
the Security Deposit to the
transferee and thereafter shall
have no further liability
for the return
of such Security Deposit.


 


Additional
Security and Lien
By Lessor:


 


As
additional security, Lessee
acknowledges, to the extent
allowed by applicable
law, Lessor's
right to hold and
sell, with due
legal notice, all
property on or to be brought on the
premises in order to satisfY unpaid rent, expenses, and utilities. As long as Lessee is in default in the terms of this lease,
Lessee shall not remove any property
brought onto the premises other than in
the ordinary course
of business.


 


Lessor's
Right to Pay
Lessee's Obligations to
Others:


 


Lessor
reserves the right, but
not the obligation,
in addition to
any other right
or remedy, to
pay Lessee's obligations to
others due to
be paid by Lessee under the provisions
of this Lease, including, but not limited
to, utilities, after five (5)
days notice of Lessor's intention to do
so to Lessee. In the event
of any such payment by Lessor, such payment shall
constitute Additional Rent payable by Lessee under this Lease, due from Lessee to
Lessor at the next rent day after any
such payment.


 


Liens:


 


Lessee
shall not do
any act which
shall in any
way encumber the
title of Lessor
in and to
the premises, nor shall
Lessee create or
permit to be created,
and shall promptly discharge, any such
lien (including, but not limited to, any
mechanic's, contractor's, subcontractor's or material man's lien or
any lien, encumbrance or charge arising
out of any conditional sale, title
retention agreement, chattel mortgage,
security agreement, financing statement or otherwise) upon the premises or any part
thereof or the income therefrom, and Lessee shall not suffer
any other matter or thing whereby
the estate, rights and interest of
Lessor in the premises or any part thereof
might be impaired.


 


IfLessee
shall fail to
cause any such lien
to be discharged
of record, then
Lessor, after five
(5) days notice of
its intention to do
so, shall have
the right, but not the
obligation, in addition to any other
right or remedy, to discharge such
lien either by paying the amount claimed
to be due
or by procuring the discharge
of such lien by deposit or bonding proceedings,
and in any such event Lessor shall be entitled if it so elects to compel the
prosecution of an action for foreclosure of such lien by the lienor and to pay
the amount of judgment in favor
of the lien owner with interest, costs
and allowances. Any amount
so paid by Lessor and all costs and
expenses (including reasonable attorneys' fees) incurred by Lessor in connection therewith
shall constitute Additional Rent payable by Lessee
under this Lease, due from Lessee to Lessor
at the next rent
day after any such
payment.


 


This
Lease shall constitute
notice that Lessor
shall not be liable
for any work
performed or to
be performed, or any
materials furnished or
to be furnished, at the
premises for Lessee upon credit,
and that no mechanic's or
other lien for such work or materials
shall attach to or affect the estate
or interest of Lessor in
and to the premises, unless specifically
ordered by Lessor
in writing.


 


Lessee
shall have no
power to do
any act or
make any contract
that may create
or be the
foundation for any lien,
mortgage or other
encumbrance upon the
estate of Lessor,
or any other interest of Lessor in the premises,
the Building or the other Improvements
or any part thereof.




    	 



    	 



    

(c) Taking by any person of
Lessee's interest in this Lease upon execution, attachment or other process of
law or equity.


 


In
the event of
Default on the
part of Lessee,
Lessor, at its
option, without further
notice or demand
to Lessee, may, in
addition to all
other rights and remedies provided in
this Lease, at law or in equity: (a) terminate
this Lease and
Lessee's right of possession
of the Premises, and recover all damages
to which Lessor is entitled at law,
specifically including, without limitation, the excess of
the aggregate rent that would have accrued
for the balance of the Term, together with all of Lessor's expenses of re-leasing
(including repairs, alterations, improvements, additions, decorations, legal fees and
brokerage commissions) or (b) terminate Lessee's right of possession of the
Premises without terminating this Lease.
In all events, Lessor may re-lease the premises,
or any part thereof for the account of Lessee, for such rent and term and upon such
terms and conditions as are acceptable to Lessor. If Lessor shall have elected to
pursue its right to terminate Lessee's
right of possession of the
premises without terminating the Lease,
then Lessor shall have
the further right and remedy
to subsequently rescind such election and
terminate the Lease.  For purposes
of any such re-leasing, Lessor is authorized to decorate, repair, alter and
improve the Premises to the extent deemed necessary
by Lessor, in its reasonable discretion,
all at Lessee's expense. If Lessor fails to re-lease the
premises, or if the premises are re-leased and a sufficient sum is not
realized therefrom after payment  of all Lessor's expenses of re-leasing (including
 without limitation repairs, alterations, improvements,
additions, decorations, legal fees and brokerage commissions) to satisfy the payment, when due, of rent reserved under this
Lease for any monthly period, then Lessee shall
pay Lessor a sum equal to the amount of rent due under this
Lease for each such monthly period,
or if the premises
have been re leased, Lessee
shall pay any such deficiency on the
rent day applicable to such month. Nothing
in the foregoing sentence, however, shall be deemed
to mean that Lessor can only
collect damages from Lessee hereunder in
monthly installments, it being expressly
acknowledged by Lessee that Lessor
shall always have the right to collect,
in a lump sum, from
Lessee, damages equal to
the excess of the rent
that would have accrued for the balance of the Term. Lessee agrees that Lessor may file suit to recover any sums due to
Lessor hereunder at any
time or from
time to time and
that such suit
or recovery of any amount due Lessor hereunder shall
not be any defense to any subsequent action brought for any amount not
theretofore reduced to judgment in favor of Lessor. In the event Lessor elects to terminate Lessee's right of
possession only, without terminating this Lease, Lessor may, at Lessor's option,
enter into the premises, remove Lessee's signs, Lessee's property, and
other evidences of tenancy, and take
and hold possession thereof; provided,
however, that such entry and possession shall not terminate this Lease or release Lessee, in whole or
in part, from Lessee's obligation to pay the rent reserved hereunder for
the full Term or from any
other obligation of Lessee under this Lease. Any and all property which may
be removed from the premises by the Lessor pursuant to the authority of the
Lease or of law, to which the Lessee is
or may be entitled, may be handled,
removed or stored by the
Lessor at the risk, cost and expense of
the Lessee, and the Lessor shall in
no event be responsible for the value,
preservation or safekeeping thereof. Lessee shall pay to
the Lessor, upon demand, any and
all reasonable expenses incurred
in such removal and
all storage charges against such property
so long as the same shall be in the Lessor's possession or under the Lessor's control.


 


To
the fullest extent
allowed by applicable state
law, in the
event Lessor exercises
any remedy provided under
this Section, all deposits theretofore
made by Lessee
with utility companies or
under this Lease, all unearned insurance premiums and all rights of
Lessee under all insurance policies required under this Lease, any pending insurance claims
or condemnation awards, and all
fuel and supplies on the
Premises shall be deemed to be and are
hereby assigned to and
transferred to Lessor,
to be applied in payment of Lessee's liability under this Lease.


 


Upon
occurrence of any
Event of Default,
and after proper
notice of default has
been given, Lessor
may, at its option,
in addition to any other remedy
or right given hereunder or by
law, give notice to Lessee that
this lease shall terminate upon
the date specified
in the notice, which date shall
not be earlier than
three (3) days after mailing
or delivery of such notice.


 


No
waiver of any
default of Lessee
hereunder shall be
implied from any omission
to take any
action on account of
such default if such default persists or is repeated, and no express
waiver shall affect any default other than
the default specified in
the express waiver and
that only for the time
and to the
extent therein




    	 



    	 



    

stated.
 One or
more waivers by
Lessor or
Lessee shall
not be construed
as a waiver
of a subsequent breach
of the same covenant, term or condition.


 


Any
provisions for the
termination of this
lease shall not
operate to exclude
or suspend any
other remedy
of the Lessor for breach,
or for the
recovery of said
rent for the
full term.


 


Notices-
Agents and Authority 
to Receive Legal
Papers:


 


Any
notice,
which either
party may
or is
required to give,
be it for
default of the
terms and covenants
of this Lease or any other reason,
may be given by mailing the same, by certified
mail, to Lessee at the
premises. The  Lessor, any person managing the premises and 
anyone designated by the Lessor as  agent
are authorized to accept service of
process and receive
other notices and demands, which
may be delivered
to: 


 


The
Lessor, at the
following address:


 


Center
Land Properties


1550
E. 73rd
Avenue


2247
Federal Blvd. Denver, CO
80211


Drop
Box


 


Acceleration:


 


Upon
 Lessor's  termination 
of  this, Lessee 
expressly  agrees  and 
understands  that  unless 
prohibited  by applicable State
law, the entire
remaining balance of unpaid rent
for the remaining term
of this Lease shall
ACCELERATE, whereby
the entire sum shall become immediately due, payable, and collectible. Lessor may hold
the portion of Lessee's security deposit remaining after reasonable  cleaning and
repairs as a partial offset to satisfaction
of the accelerated rent.


 


Lessor's
Default:


 


Lessee
hereby agrees,
in the
event of any
default by Lessor,
Lessee shall,
before exercising any
rights that Lessee may have at 
law to cancel  this lease, first send
 notice by registered or
certified  mail,
or hand delivery, to Lessor, and
shall have offered
Lessor thirty (30) days in which to
correct and
cure the default
or commence a good faith effort
to cure such default.


 


Option
To Renew:


 


Provided
that Lessee
is not
in default in
the performance of
this lease, Lessee
shall have
the option to renew the lease for
one additional term of one year,
(12) months, commencing at the expiration
of the
initial lease term. ALI of the terms, conditions
and covenants of the lease shall
apply during the renewal term except
that the monthly rent shall be
the sum of $3450 Dollars
. The option
shall be exercised
by written notice given
to Lessor not
less than 60 days
prior to the expiration of the initial
lease term. If notice is not given in the manner provided
herein within the time
specified, this option shall expire.


 


Lessee's
Failure to
Take Possession:


 


If,
after  signing  this
 Agreement,  Lessee 
fails  to
take  possession  of 
the  premises,  Lessee
 will  still
 be responsible
for paying rent
and complying
with all
other terms
of this Agreement.


 


Lessor's
Failure to Deliver
Possession:


 


If
Lessor  is
unable to deliver 
possession  of the premises 
to Lessee 
for any
 reason  not
within  Lessor's control,
including but not limited
to partial or complete
destruction of the premises,
Lessee will
have the right to terminate this Agreement
upon proper notice as
required by law. In such event, Lessor's
liability to Lessee will be
limited to
the return of all sums previously
paid by Lessee
to Lessor. Lessee agrees to hold Lessor
and Lessor's agents harmless for
loss or damage for any
reason not within Lessor's
control. In any




    	 



    	 



    

Return
of Security Deposit:


 


As
provided by applicable
state law, within
30 days after
Lessee has vacated
the premises, returned
keys and provided Lessor with a forwarding
address, Lessor will return the deposit
in full or give Lessee an itemized written
statement of the reasons for, and the dollar
amount of, any of the security deposit
retained by Lessor, along with a check for any deposit balance.


 


Default
and Termination  for
Default:


 


Each
of the following shall be
an "Event of
Default":


 


1.
 Lessee shall
fail to pay
rent when due, the
Lessor, at his
option, may terminate
all rights of
the Lessee herein and
demand surrender of the premises, after
not Jess than three (3) days,
or a lesser time if allowed by applicable law,
written notice of such default,
given in a manner required by law
unless Lessee rectifies or cures the default within the said time.


		2.	If Lessee
shall fail to
pay any other
payment of money,
costs or expenses
to be paid
by Lessee under this Lease, when
due, and
the continuance of such failure
for a period of ten (10) days, or lesser time if allowed by applicable law,
after written notice from Lessor specifying such
failure;



		3.	In the
event of a
default made by
Lessee in any
of the other
covenants or conditions
to be kept, observed
and performed by Lessee, Lessee shall have thirty (30)
days, or lesser time if allowed by
applicable law,
after receipt of written notice thereof
to cure such default. In
the event that the Lessee shall fail to cure
any default within the time allowed under
this paragraph, Lessor may declare the term
of this Lease ended and terminated by giving Lessee written notice of such intention, and
if possession of the premises is not surrendered, Lessor
may reenter
said premises. Lessor
shall have, in addition to the remedy above provided, any other right or remedy available to Lessor on account of any Lessee default,
either in Jaw or equity. Lessor shall use reasonable efforts to mitigate its
damages.



		4.	The filing
or execution or
occurrence of any
of the following
will be considered a
Default on the part of
Lessee:



 


(a) 
A petition in
bankruptcy by or
against Lessee;


 


(b)
 A  petition 
against  or  answer 
by  Lessee
 seeking  a 
reorganization, 
arrangement, composition, readjustment,
liquidation, dissolution or other relief of the same
or different kind under any provision of
any bankruptcy laws;


 


(c) 
Adjudication ofLessee as
a bankrupt or
insolvent;


 


(d) 
An assignment by
Lessee for the
benefit of creditors;


 


(e)
 A petition
against or proceeding
by Lessee for,
or the
appointment of,
a trustee, receiver,
guardian,
conservator or
liquidator of Lessee with respect to the premises
or with respect to all or substantially all of
Lessee's property;
or


 


(f)
 A petition
against or proceeding by
or against Lessee
for its dissolution
or liquidation or the 
taking  of  possession
of Lessee's property by any governmental
authority in connection
with dissolution or
liquidation.


 


Where
in the case
of a petition
filed against Lessee
under (a),
(b),
(e) or
(f) above,
such petition is not dismissed within ninety (90)
days after the filing
thereof;


 


(a)
 Entry of
an order,
judgment
or decree by
any court of
competent jurisdiction
granting any prayer
or demand contained in any petition
under
(a), (b), (e)
or (f) above, which
order, judgment
or decree
is not
reversed
or vacated
within ninety
(90) days after
it is entered;


 


(b) 
Vacation or abandonment
of the premises;
or




    	 



    	 



    

case,
Lessor's liability to
Lessee will be
limited to the
return of all
sums previously paid
by Lessee to Lessor.


 


Termination
of Lease -
Hold Over:


 


Either
Lessor or Lessee
may terminate this lease
at the expiration of
said Lease or
any extension thereof
by giving the other
thirty (30) days written
notice prior to
the due date.


 


Lessee
expressly agrees to
the following:


 


		a.	If Lessee, with the
consent of Lessor,
expressed or implied,
shall hold over
after the expiration
of the term of
this Lease, Lessee
shall, in the
absence of any written
agreement to the contrary, such tenancy from month to
month only, and not renewal
hereof. Lessee shall be entitled to possession until Lessor has given
Lessee seven (7) days notice that such month-to-month tenancy shall be terminated.
Only notice of default, as hereinafter
provided, shall be required.



 


		b.	If Lessee, without
the consent of
Lessor, expressed or
implied, shall hold
over after the
expiration of the term
of this Lease,
Lessee shall be considered a tenant
at sufferance at double the rent herein provided,
prorated by the day until possession
is returned to Lessor.



 


		c.	Lessees holding
over after or
beyond the expiration
of the notice
period of a
lawful Notice of Termination shall
be Lessee holding over without the consent of the
Lessor, and Lessee shall be considered a
tenant at sufferance, at
double the rent
herein provided, prorated by the day
until possession is returned to Lessor. This shall
in no way limit any other
remedies and rights
of recovery that Lessor may have under applicable law.



 


Condemnation:


 


If
any legally, constituted
authority condemns the
premises or such
part thereof which
shall make the premises
unsuitable for leasing, this
Lease shall cease when
the public authority takes possession,
and Lessor and Lessee shall account for rental as of that date. Such termination shall be without prejudice to the rights
of either party to recover compensation
from the condemning authority for any loss or
damage caused by the condemnation. Neither party shall have any rights in or to any award made to the other by the condemning authority.


 


Eminent
Domain:


 


If
the premises or
any part thereof
or any estate
therein, or any
other part of
the building materially affecting
Lessee's use of the premise, shall
be taken by eminent domain, this lease shall terminate on the date when title vests
pursuant to such taking. The
rent shall be apportioned as of the termination date, and any rent paid for and period beyond that date
shall be repaid to Lessee. Lessee shall not be entitled to any part of the award
for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by
Lessee, and for moving expenses.


 


Assignment
of Agreement and
Subletting:


 


Lessee
shall have the
right without
Lessor's consent,
to assign
this Lease to
a corporation with
which Lessee may merge or consolidate, to any subsidiary of Lessee, to any corporation under common control with
Lessee, or to a purchaser of substantially all of Lessee's assets provided that (a) the net worth of
such assignee after such merger, reorganization or consolidation shall be no
less than that of Lessee immediately prior to such merger, reorganization or consolidation,
(b) Lessee is not at such time in Default hereunder, and
(c) such successor shall execute
an instrument in writing fully
assuming all of the
obligations and liabilities imposed
upon Lessee hereunder
and deliver the same to Lessor;
whereupon Lessee shall be discharged from any further
liability hereunder.




    	 



    	 



    

Except
as set forth above,
Lessee will not sublet
any part of
the premises or
assign this Agreement without the
prior written consent of
Lessor.  Any such
assignment or subletting
without consent shall
be void and, at the
option of the Lessor,
may terminate this lease.


 


No
assignment or transfer
of this Lease
by Lessee consented
to by Lessor
shall be effective,
unless the assignee or transferee shall, at the time of such assignment or transfer,
assume all the terms, covenants and conditions of this Lease
thereafter to be performed by Lessee
and shall agree
to be bound thereby. Notwithstanding such assignment or transfer or the acceptance by Lessor from such assignee of any rent
or other monies or other performance of
the obligations of Lessee hereunder,
Lessee shall remain liable and obligated as a principal (and not as a surety or guarantor)
to perform all the terms, conditions and covenants, including
the payment of rent and other monies, herein provided to
be performed by Lessee.


 


Violation
of Laws:


 


Lessee,
guests and invitees
of either Lessee
or guests will
not use the
premises in such
a manner that violates
any law, ordinance, statutes or requirement
of any municipal, state or federal authority
now in force, or
which may hereafter be in force,
pertaining to the premises, occasioned by
or affecting the use thereof by Lessee.


 


Lessor
shall comply with
all laws,
orders, ordinances, statutes
or requirements now
or hereafter affecting the
premises.


 


Insurance:


 


While
this Agreement is
in effect, Lessor
shall keep the
premises insured against loss
by fire and windstorm,
in such amounts
as Lessor shall
deem appropriate. Lessee shall be responsible,
at its expense, for fire and extended coverage
insurance on all of its
personal property, including removable trade fixtures,
located in the premises.


 


Ifthe
 premises is
damaged by fire
or other casualty
resulting from any
act or negligence
of Lessee or
any of Lessee's agents,
employees or invitees, rent shall
not be diminished
or abated while
such damages are
under repair, and Lessee
shall be responsible for the
costs of repair
not covered by
insurance.


 


Lessee
and Lessor shall,
each at its
own expense,
maintain a
policy or policies
of comprehensive general liability
insurance with respect to the respective
activities of each in and on the
premises with the premiums thereon fully paid on or before the due date, by companies reasonably
satisfactory to Lessor and any mortgagee of Lessor and licensed to do business in
the State of Colorado,
such insurance to
afford minimum protection of not
less than One Million Dollars ($1,000,000)
combined single limit coverage of bodily
injury, property damage or combination thereof. Lessor
and such other persons or
entities as Lessor may designate,
as their interests
may appear, shall be listed
as an additional insured on Lessee's policy or policies
of comprehensive general liability insurance,
and such policies
shall provide that losses shall be
paid to such insureds as their interests may
appear. Lessee shall provide
Lessor with current Certificates of Insurance
evidencing Lessee's compliance with this
Paragraph along with receipts
or other evidence that the premiums
thereon have been paid for at least one (1) year. 
Lessee shall obtain the agreement of Lessee's insurers
to notifY Lessor of a material change of coverage or that a policy is
due to expire at
least thirty (30) days
prior to the implementation of
such change or expiration. Certificates evidencing renewals of
each policy of insurance shall be delivered
to Lessor at least twenty (20) days prior
to the expiration dates of the respective
policies. To the maximum extent permitted by insurance policies owned by Lessor
or Lessee,
Lessee and Lessor,
for the benefit of each other, waive any
and all rights of subrogation that might otherwise
exist.


 


Lessee
shall perform and
satisfY all requirements
of the companies
writing any insurance
policies referred to in
this Lease so
that at all
times companies of good
standing, satisfactory to Lessor, shall be
willing to write such insurance.




    	 



    	 



    

In
case Lessee
shall at
any time
fail, neglect or
refuse to procure
or renew
any insurance hereinabove provided, then Lessor
shall have the right, but not the obligation, to
procure or renew such insurance and any amounts paid
therefore by Lessor shall be so much Additional
Rent due at the
next rent day after any such payment.


 


Lessor
shall not
be required to
maintain insurance against
thefts on
or within the
premises.


 


Tax
Increase:


 


Lessor
shall pay,
prior to delinquency,
all general
real estate taxes and
installments of
special assessments coming
due during the
Lease term
on the premises,
and all personal property
taxes with respect
to Lessor's personal
property, if any, on the premises. Lessee
shall be responsible for paying
all personal property taxes with respect to
Lessee's personal
property at the premises.


 


In
the event there
is any
increase during
any year
of the
term of this lease
in the City,
County or
State real estate
taxes over and
above the
amount of such
taxes assessed for the
tax year during
which the term of
this lease commences,
whether because
of increased rate or valuation:


 


		•	Lessee
shall pay
to Lessor
upon presentation
of paid
tax bills an
amount equal
to 100%
ofLessees pro-rata share of the increase in
taxes upon the land and building in which
the premises are situated. In the event
that such taxes are assessed
for a tax
year extending beyond the term of the
lease, the obligation of Lessee shall be
proportionate to
the portion
of the
lease term included
in such year.



 


Property
Damage And Destruction:


 


A
total destruction
of the
building in
which the premises
may be situated
shall terminate
this lease.


 


If
the premises
or any
part thereof
or any
appurtenance thereto
is so
damaged by fire,
casualty or
structural defects that the same
cannot be
used for Lessee's
purposes, then
Lessee shall have the
right within ninety (90) days
following damage to elect
by notice to Lessor
to terminate this Lease as of the date of
such damage.


 


In
the event of
a partial destruction
of the premises
during the
term hereof,
which is
beyond Lessee's reasonable
control, from any other cause,
except in the case where the
premises is damaged by fire or
other casualty resulting from any act
or negligence of Lessee or
any of Lessee's agents, employees or invitees, as
previously discussed,
Lessor shall forthwith repair the
same, provided that
such repairs can be made within sixty (60)
days under existing
governmental laws and
regulations, but such
partial destruction shall
not terminate this lease.
Lessee shall be relieved
from paying rent and other
charges during any portion
of the Lease term that
the premises are inoperable or unfit for
occupancy, or use,
in whole or
in part, for Lessee's
purposes, except in
the case where the premises is damaged by fire or other
casualty resulting from any
act or negligence of Lessee
or any of Lessee's
agents, employees or invitees, as previously
discussed. Rentals and other charges paid in
advance for any such periods shall be
credited on the next
ensuing payment(s),
if any, but if no further
payments are to be made,
any such advance payments shall be refunded
to Lessee. In making
the repairs called
for in this paragraph, Lessor shall
not be liable for
any delays resulting
from strikes, governmental restrictions, inability to
obtain necessary materials or labor or·other
matters which are beyond
the reasonable
control of Lessor.


 


In
the event said
repairs cannot
be made
within sixty
(60)  days
or Lessor
shall not elect
to make
such repairs that
cannot be made within sixty (60)
days, this lease
may be terminated at the option of either party.


 


In
the event that
the
building in
which the
demised premises may
be situated
is destroyed
to an
extent of not less
than one-third of the
replacement
cost, Lessor
 may elect to terminate
this lease whether
the demised premises
be injured
or not.


 


Alterations
and Repairs by
Lessee:




    	 



    	 



    

Lessee
shall not, without
first obtaining the
written consent of
Lessor, make any
alteration(s), addition(s), or improvement(s),
in, to or
about the premises.


 


During
the Lease term,
Lessee shall make,
at Lessee's expense,
following Lessor's written
consent, all necessary repairs
to the premises. Repairs
shall include such items as routine
repairs of floors, walls, ceilings,
and other parts of the
premises damaged or worn through
normal occupancy, except for major mechanical systems or the roof, subject to the obligations
of the parties otherwise set forth in this Lease.


 


Unless
authorized by law,
Lessee will not,
without Lessor's prior
written consent, alter,
re-key or install
any locks to the
premises or install or alter
any burglar alarm system. Lessee will provide
Lessor with a key or keys capable of unlocking all such re-keyed
or new locks as well as instructions on how to disarm any altered or new burglar alarm system. Except as provided by law
or as authorized by the prior written consent of
Lessor.


 


Lessee,
at Lessee's expense,
shall have the
right following Lessor's written
consent, to remodel,
redecorate, and make additions,
improvements and
replacements of and
to all or
any part of the premises from time
to time as Lessee may deem desirable, provided
the same are made in a workmanlike manner
and utilizing good quality materials. Lessee shall
have the right to place and install personal property, trade fixtures, equipment and
other temporary installations in
and upon the premises,
and fasten the same to
the premises. All personal property, equipment, machinery, trade fixtures and
temporary installations, whether acquired by Lessee at the commencement of the
Lease term or placed or installed on the premises by Lessee thereafter, shall remain
Lessee's property free
and clear of any claim by
Lessor. Lessee shall have the right
to remove the same at any time during the term of this Lease
provided removal of such improvement(s)
will not cause
material injury
to the premises. All improvements made
by Lessee to the Premises which are
so attached to the Premises that they cannot be removed without
material injury to the Premises, shall become the property of Lessor upon
installation. Not later than the last
day of the Term, Lessee shall, at
Lessee's expense, remove all
of Lessee's personal property and
those improvements made by Lessee
which have not become the property of Lessor,
including trade fixtures, cabinetwork,
movable paneling, partitions,
and the like;
repair all injury done by or in connection with
the installation or removal of
such property and improvements;
and surrender the Premises in
as good condition as they were at
the beginning of the Term,
reasonable wear,
and damage by
fire, the
elements, casualty, or other cause
not due to
the misuse or neglect by Lessee
or Lessee's agents,
employees, visitors,
or licensees,
excepted.


 


In
any event, all
property of Lessee
remaining on the
premises after the
last day of the
Term of this lease shall be conclusively
deemed abandoned and may be removed by Lessor, and Lessee shall reimburse Lessor for
the cost of such removal.


 


Lessor's
Right to Access:


 


In
the event of
an emergency,
to make
repairs or improvements
or to show
the premises to prospective buyers
or Lessees or to conduct an annual inspection or to address a safety or maintenance
problem, for the purposes of inspecting the
same, Lessor
or Lessor's agents may enter the premises
at reasonable hours, provided
Lessor shall not thereby unreasonably
interfere with Lessee's
business on the premises. Except in cases of emergency,
Lessee's abandonment
of the premises, court order or where it
is impractical to do so, Lessor
shall give Lessee
24 hours notice before
entering.


 


Lessee
will permit Lessor
at any time
within sixty (60)
days prior to the
expiration of this
lease, to
place upon the premises
any usual "To Let" or "For
Lease" signs, and
permit persons desiring to
lease the same to inspect the premises thereafter.


 


Lessee's
Maintenance:


 


By
executing
 this
Lease,
Lessee
 acknowledges
that
the
premises
are in good
order and repair,
unless
otherwise indicated
herein. Lessee
shall, at his
own expense
and at all times,
maintain the premises
in good and safe
condition, including·,.unless
otherwise specified herein,
plate glass,
electrical wiring,
plumbing and




    	 



    	 



    

heating
installations and any
other system or
equipment upon the
premises, and shall surrender
the same at
termination hereof,
in as good
condition as received, normal wear
and tear excepted. Lessee shall be responsible
for all repairs required, excepting
the roof, exterior walls, structural foundations, and major mechanical systems, subject
to the obligations of the parties otherwise
set forth in this Lease. Lessee
is responsible for
all snow removal in walk ways as well as parking area.


 


 


Notice
oflnjuries on Premises


 


In
 the event
of any significant
injury or damage
to Lessee, Lessee's 
employees, or Lessee's 
invitees, licensees, and/or
guests, or any personal property, suffered in
the leased premises or in any common area, written notice of
same shall be
provided by Lessee to Lessor at
the address designated
for delivery of notices as
soon as possible but not later than
five (5) days of said injury or damage. Failure to provide such notice shall constitute a breach of this Lease.


 


Parking:


 


During
the term of
this Lease, Lessee
shall have the
exclusive use
of the non-reserved
common automobile parking areas,
and driveways, subject
to rules and regulations for
the use thereof as prescribed
from time to time by
Lessor.


 


 


Subordination:


 


This
Lease shall be subject
and subordinate at all
times to the
lien
of all
mortgages and
trust deeds
in any amount or
amounts whatsoever now or hereafter placed on or
against the Building
or the premises or on or against
Lessor's interest or estate therein,
all without the necessity of having further
instruments executed on the part of Lessee to
effectuate such subordination; provided
that in the event of a
foreclosure of any such mortgage or trust
deed or any other
action or proceeding for the enforcement thereof, or
of any sale thereunder, this
Lease will not be barred,
terminated, cut off
or foreclosed nor will the rights and possession of Lessee hereunder
be disturbed if there shall exist no
Event of Default with
respect to the payment
of rent or
any other Event
of Default hereunder. Lessee
shall attorn
to the
purchaser at any such
foreclosure, sale
or other action
or proceeding or, if
requested, enter
into a new
lease for the
balance of the Term then remaining upon the same terms and
provisions as are
in this Lease contained. Lessee agrees to execute and
deliver upon demand such further
instruments evidencing such
subordination of this Lease to the
lien of any such mortgages or trust deeds as may
be required by Lessor.


 


Notwithstanding
the foregoing,
Lessee shall
from time to time
on request
from Lessor
execute and
deliver any
documents or
instruments that
may be required by any lender
to effectuate such
subordination. If Lessee fails to
execute and deliver any documents
or  instruments,
Lessee irrevocably constitutes and appoints Lessor as Lessee's attorney
in fact to execute and deliver such documents or instruments


 


Brokerage
 Fees, Commissions:


 


Lessee
represents that
Lessee was
not shown
the premises
by any real
estate broker or
agent and that Lessee
has not
otherwise engaged in,
any activity which could form the
basis for a claim for
real estate commission, brokerage
fee, finder's fee or
other similar charge, in connection
with this Lease.


 


Memorandum
 ofLease:


 


The parties
hereto contemplate that
this Lease
should not
and shall
not be
filed for record. Estoppel
Certificate:


At
any time and
from time
to time but
on not less
than ten
(10) days prior
written request by
either party
hereto, the other party
shall execute, acknowledge and deliver to the
requesting party, promptly
upon




    	 



    	 



    

request,
a certificate certifYing
(a) that this
Lease is unmodified
and in full
force and effect
(or, if there
have been modifications, that this
Lease is in full force
and effect, as modified,
and stating the date and nature of
each modification), (b)
the date, if any, to
which rent and other
sums payable hereunder have been
paid, (c) that no notice has been received by such  party of any Default which
 has not  been cured, except as to Defaults
specified  in the certificate,  and (d) such
other matters  as may be reasonably requested 
by the requesting party. Any such certificate may be relied upon by
any prospective purchaser, mortgagee or beneficiary under any trust deed of the premises or any part thereof and by any
collateral assignee of this Lease.


 


Indemnification
of Lessor:


 


Lessor
 shall not
be liable for
any damage  or
injury  to Lessee,
or any other 
person, or to
any property, occurring on
the demised premises or any part thereof,
and Lessee agrees to hold Lessor harmless from any claim for damages, during the


Term
of this Lease or
any extension of
this Lease, no
matter how caused.


 


Lessee
agrees to pay,
and to
indemnity Lessor against,
all costs
and expenses (including,
but not limited
to, Lessor's  reasonable  attorneys'
 fees) incurred by or imposed  upon Lessor
by or in connection  with any litigation
to which Lessor becomes or is made a party
without fault in its part,
whether commenced by or against Lessee, or that may
be incurred by Lessor
in enforcing any of the covenants and agreements
of this Lease (with or without the institution of any
action or proceeding relating to the premises or this Lease) or in obtaining
possession of the Premises after an
Event of Default or upon
expiration or earlier termination of this Lease.


 


Lessor
may,
but shall
not be obligated
to,
cure any
Default by Lessee
hereunder. All sums expended and all
costs and expenses (including, but not limited to, reasonable attorneys' fees) incurred by Lessor pursuant to the provisions of
this Lease or on account of any Default  by
Lessee under this Lease and all such sums shall
become Additional Rent under this Lease, payable
by Lessee to Lessor on the next
rent date after such expenditure.


 


All
rent and other
amounts payable by
Lessee under this
Lease
shall be and
are hereby declared to
be a valid and first lien upon Lessee's
interest in the Premises and
upon the rents, issues
and profits in any manner arising or growing
out of the same, and upon Lessee's interest in this Lease.


 


In
the event of
any breach or
threatened  breach by
Lessee of any
of the covenants,
agreements, terms or conditions
contained in this Lease, Lessor shall
be entitled to enjoin such
breach or threatened breach and shall have the right to invoke any right and
remedy allowed at law or in equity
or by statute or otherwise as though re-entry,
summary
proceedings and other remedies were not
provided for in this Lease.


 


No
receipt of monies
by Lessor
from Lessee
after termination
of this
Lease or
after the giving of
any notice of termination of this
Lease shall reinstate, continue
or extend the Term or affect any notice theretofore
given to Lessee, or
operate as a waiver of Lessor's  right to enforce the payment of rent and any other
payments 
or charges  herein reserved and agreed
 to be paid by Lessee then or thereafter
falling due, or operate
as a waiver of Lessor's right to recover possession of the premises, it being agreed
that after the service
of notice to terminate this Lease or the commencement
 of suit or summary proceedings,  or after
final order or judgment 
for the possession  of the premises,
Lessor
 may demand,
receive and collect
 any
monies due or thereafter
falling due
without, in any manner,
affecting
such notice, proceeding,
order,
suit or judgment, all such monies collected being deemed payments on account of
the use and occupation of the premises or at
Lessor's election on account of Lessee's liability hereunder.


 


Waiver:


 


Any
waiver
of a default
hereunder shall
 not be
deemed a
waiver
of this agreement
or of any
subsequent
default. Acquiescence
in a default
 shall not operate
 as a waiver of such 
default,
even though
such acquiescence continues for an extended period
oftime.




    	 



    	 



    

Lessor's
granting of any consent
under this Lease,
or Lessor's failure
to object to
any action taken
by Lessee without Lessor's
consent required under
this Lease, shall not be deemed
a waiver by Lessor of its rights to require
such consent for
any further similar act by
Lessee. No waiver by Lessor of any
other breach of the covenants of this Lease
shall be construed, taken or held to be a waiver of any other breach or to be a waiver,
acquiescence in or consent to any further or succeeding breach of the same covenant. None of Lessee's covenants
under this Lease,
and no breach thereof, shall be
waived, altered or modified except by a written
instrument executed by Lessor.


 


Remedies-
Cumulative:


 


No
remedy conferred upon
or  reserved to
Lessor under this
Lease or under
law shall be
considered exclusive of any other remedy,
but such remedies shall be cumulative and shall
be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity
or by statute or otherwise, and every power and remedy given by this Lease to Lessor
may be exercised from time to time and as often as occasion may arise or as may be
deemed expedient, without precluding Lessor's simultaneous
or later exercise of any or all other rights
or remedies. No delay or omission of Lessor to exercise any right or power arising
from any Default or
Event of Default shall impair any such
right to power or shall be construed to
be a waiver of any such Default or Event of Default or acquiescence therein.


 


Paragraph
Headings:


 


The
headings of particular
paragraphs and subparagraphs are
inserted only for convenience
and are not
part of this Agreement
and are not
to act as a limitation on
the scope of the particular paragraph
to which the heading refers.


 


Court
Costs and Attorneys
Fees:


 


In
any action or
legal proceeding to
enforce any part
of this Agreement,
the prevailing party
shall recover reasonable attorneys'
fees and court
costs.


 


Binding
on Successors:


 


This
lease is binding
upon and inures
to the benefit
of the heirs, successors
in interest to
the parties.
Entire Agreement:


This
document and any
Attachments constitutes the entire
Agreement between the
parties, and no
promises or representations, other
than those contained
here and those
implied by law, have
been made by
Lessor or Lessee. Any modifications
to this Agreement must be
in writing and
signed by Lessor and
Lessee.


 


Severability:


 


The
provisions of this
Lease are severable
and in the
event any provision,
clause, sentence, section
or part thereof is
held to  be invalid, illegal, unconstitutional, inapplicable or unenforceable
to any person or circumstances, such invalidity,
illegality, unconstitutionality, inapplicability
or unenforceability shall not affect or impair any of the remaining provisions,
sentences,
clauses, sections, parts of the lease or
their application to Tenant or other persons or circumstances. It is understood
and agreed that the terms, conditions and covenants of this Lease would have
been made by both parties if such invalid, illegal, unconstitutional,
inapplicable or unenforceable provision,
sentence, clause, section or part had not been included therein to
the extent that portion of this
agreement may be invalid by striking
of certain words or phrases, such
words or phrases shall
be deemed to be stricken and
the remainder of the provisions
and the remainder of the other portions of this
Lease agreement shall remain in
full force and effect.
It is further agreed that this Lease may
be executed in counterparts, each of which when considered together shall constitute the
original contract.


 


Lessee
as Corporate Entity:




    	 



    	 



    




If
Lessee is a
corporation, each person executing
this lease represents
and warrants that he
or she is
duly authorized to execute and
deliver this lease on
behalf of the
corporation.  Those persons further
represent that the terms of this lease are
binding upon the corporation.


 


 


 


 


Lessor’s/Agent’s Signature: /s/ James
Herron/


Title: Managing Member


Date 7/22/14


Address: 2247 Federal Blvd.,


Denver, CO 80211


Dropbox


Phone: 


 


 


 


Lessee: MassRoots, Inc.


By (signature): /s/ Isaac Dietrich


Title: CEO


Print Name: Isaac Dietrich


Date: 7/22/14


 


Lessee: CannaBuild, LLC


By (signature): /s/ Zach Marburger/


Title: CEO


Print Name: Zach Marburger


Date: 7/22/14