Exhibit 10.11


 


SUBLEASE


 


This Sublease (this “Sublease”)
is executed as of April 12, 2016, between Energes, LLC, a Texas limited liability company (“Sublessor”),
and Flex Leasing Power & Service LLC, a Delaware limited liability company (“Sublessee”).


 


RECITALS


 


A.            Sublessor
has the right to possession of the building and property located at 14417 45 J Street, NW, Alexander, North Dakota 58831, commonly known
as the “Premises”, under that certain lease agreement dated June 5, 2014 (as amended to date, the “Base
Lease”), between Elk Ridge B5L2, LLC, a Maryland limited liability company, as “Landlord”, and
Sublessor as “Tenant”.


 


B.            Sublessee
desires to sublease the Premises (as described in Exhibit A hereto), and Sublessor has agreed to lease the Premises to Sublessee
on the terms and conditions contained herein.


 


AGREEMENTS


 


In consideration of the
premises and other good and valuable consideration, Sublessor and Sublessee agree as follows:


 


1.            Premises
Subleased & Term. Sublessor hereby subleases to Sublessee the Premises for a five-year term commencing
on the later of (i) the date in which the Landlord under the Base Lease approves this Sublease, and (ii) May 1, 2016 (the
 “Sublease Commencement Pate”) and continuing until April 30,2021 (the “Term”).


 


2.            Right
of First Refusal. At the expiration of the Term, so long as Sublessee is not in default under the Sublease, Sublessee will
have a right of first refusal to sublease the Premises. Upon Sublessor notifying Sublessee of the terms on which Sublessor is willing
to sublease the Premises, Sublessee shall have 30 days to notify Sublessor that it is either exercising or waiving its right of first
refusal.


 


3.            Rent.
As rent for this Sublease, Sublessee shall pay to Sublessor on the following schedule (“Rent”), together with
its proportionate share of all other sums, including without limitation utility costs, insurance costs, operating costs, and taxes paid
by Sublessor in its capacity as Tenant under the Base Lease (“Additional Rent”).


 


Year
1:   $13,000 NNN per month


 


Year
2:   $14,000 NNN per month


 


Year
3:   $15,500 NNN per month


 


Year
4:   $17,000 NNN per month


 


Year 5:   $18,000
NNN per month


 






     


     


    

 


Such rent shall be payable on the first day
of each month based upon a reasonable estimate provided to Sublessee by Sublessor of the other sums payable by Sublessor for that month
under the Base Lease. Within 15 days after the actual amount of other sums due under the Base Lease is known by Sublessor, Sublessor shall
notify Sublessee thereof and of Sublessee’s portion thereof. If Sublessee has overpaid rent for the period in question, such overpayment
shall be credited against the next installments of rent due or returned by Sublessor to Sublessee, or if Sublessee has underpaid rent,
then Sublessee shall pay the amount of such underpayment to Sublessor within twenty days after the receipt of such notice. Payment of
Rent and Additional Rent shall be made to Sublessor at its address written below or at such other place Sublessor may designate in writing,
without any offset or deduction whatsoever. In addition if the Base Lease requires Tenant to make payments of real estate taxes and/or
utilities which are applicable to the Premises directly to the taxing authorities and/or utility companies, as the case may be, Sublessee
shall make such payments in a timely manner and promptly supply Sublessor with evidence thereof, and such shall be deemed to be additional
rent hereunder.


 


4.            Acceptance.
Sublessee acknowledges that it has inspected the Premises demised hereunder, and is fully satisfied with their condition and accepts the
same, “AS IS.” Sublessor has made no representation or warranties of any nature whatsoever with regard to the Premises, other
than those set forth herein, and Sublessor shall have no obligation or duty with regard to preparation of the Premises for occupancy by
Sublessee. Sublessor shall deliver vacant possession of the Premises to Sublessee on Sublease Commencement Date.


 


5.            Base
Lease Incorporated. The provisions of the Base Lease are, except as otherwise herein specifically provided, hereby incorporated
in this Sublease with the same effect as if entirely rewritten herein, and shall fix the rights and obligations of the parties hereto
with respect to the Premises with the same effect as if Sublessor and Sublessee were, respectively, the landlord and tenant named in the
Base Lease. Sublessee hereby covenants to perform the covenants and undertakings of Sublessor as tenant under the Base Lease to the extent
the same are applicable to the Premises during the term of this Sublease, and agrees not to do or permit to be done any act which shall
result in a violation of any of the terms and conditions of said Base lease. Except as otherwise specifically provided herein, Sublessee
is to have the benefit of the covenants and undertakings of Landlord in the Base Lease to the extent the same are applicable to the Premises
during the term of this Sublease. It is expressly understood and agreed, however, that Sublessor is not in the position to render any
of the services or to perform any of the obligations required of Landlord by the terms of this Sublease, and that performance by Sublessor
of its obligations hereunder are conditioned upon due performance by owner of its corresponding obligations under the Base Lease. Notwithstanding
the foregoing, Sublessor shall take all reasonable measures and use its reasonable efforts to enforce its rights under the Base lease
and to insure that Landlord performs said obligations. So long as Sublesssor takes such reasonable measures and uses such reasonable efforts,
Sublessor shall not be in default under this Sublease for failure to render such services or perform such obligations required by Sublessor
by the terms of this Sublease that are the responsibility of the Landlord under the Base Lease. The terms “reasonable measures”
and “reasonable efforts” shall not include legal action against Landlord for its failure to so perform unless Sublessee agrees
to pay all actual costs and expenses in connection therewith.


 


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6.            Subordinate
to Base Lease. This Sublease is subject and subordinate in all respects to the Base Lease, and Sublessee acknowledges that
it has received a copy of the Base Lease, which is attached hereto as Exhibit B. Sublessor hereby represents and warrants
to Sublessee that the copy of the Base Lease attached hereto as Exhibit B is a true and correct copy of the Base Lease and
includes all amendments and supplements thereto.


 


7.            Holdover.
Sublessee shall promptly vacate the Premises upon expiration or termination of this Sublease. Any holding over by Sublessee beyond the
expiration date of this Sublease shall be deemed unlawful unless expressly consented to by Sublessor in writing, and Sublessor shall be
entitled to any and all remedies in law or in equity by reason of such unlawful holding over by Sublessee, Sublessee agrees to indemnify
and save Sublessor harmless against and from any and all loss, cost, expense and liability incurred by Sublessor under the Base Lease
by reason of any such holding over.


 


8.            Indemnification.
Sublessee shall indemnify and save harmless Sublessor against and from any and all liability, damage, expense, cause of action, suits,
claims or judgments for injury or death to persons or damage to property sustained by anyone in and about said Sublease Premises or any
part thereof, arising out of or in any way connected with Sublessee’s use or occupation of the Premises or this Sublease.


 


9.            Sublessor
Covenants. Sublessor shall not, without prior written consent of Sublessee, modify or amend the Base Lease or take any
action which would in any way (a) diminish Sublessee’s receipt of services to the Premises, (b) increase the Rent or Additional
Rent under this Sublease, (c) shorten the term of this Sublease (except resulting from casualty or condemnation); (d) increase
the obligations or decrease the rights of Sublessee under this Sublease or (e) decrease the obligations or increase the rights of
Landlord with respect to the Premises and/or this Sublease.


 


10.            Sublessor
Representations. Sublessor represents to Sublessee as follows:


 


(a)            The
Base Lease is in full force and effect;


 


(b)            That
as of the date of this Sublease there is no uncured default by either party under the Base Lease of which Sublessor has received notice.


 


11.            Assignment
or Subletting. Sublessee shall not, without the prior written consent of Sublessor, assign the term hereby demised, or
suffer or permit it to be assigned by operation of law or otherwise, nor shall the Sublessee, without the prior written consent of Sublessor,
let or sublet or permit the said Sublease Premises or any part thereof to be used by others for hire.


 


12.            Landlord’s
Consent. This Sublease is subject to and conditioned upon the written consent of Landlord to this subletting. If Landlord
does not give its consent to this Sublease for any reason whatsoever within thirty (30) days after the date hereof, this Sublease shall
be deemed null and void and of no effect.


 


13.            Insurance.
Sublessee shall maintain insurance as required under the Base Lease in the amounts stated in the Base Lease, with Sublessor named as an
additional insured. Sublessee shall furnish to Sublessor certificates
of such insurance and other evidence satisfactory to Sublessor of the maintenance of all insurance coverage required hereunder.


 


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14.            Notices.
All notices and other communications given pursuant to the Sublease shall be in writing and shall be (a) mailed by first class, United
States mail, postage prepaid, certified, with return receipt requested, and addressed to the parties hereto at the address listed below,
(b) hand delivered to the intended addressee, (c) sent by nationally recognized overnight courier, or (d) sent by prepaid
telegram, cable, facsimile transmission, or telex followed by a confirmatory letter. Notice sent by certified mail, postage prepaid, shall
be effective three business days after being deposited in the United States mail; all other notices shall be effective upon delivery to
the address of the addressee. The parties hereto may change their addresses by giving notice thereof to the other in conformity with this
provision.


 


	Sublessor:	Energes, LLC
	 	32315 TAMINA RD. SUITE B
	 	MAGNOLIA, TX 77354
	 	Attention:	JAMES E. PUNG	 
	 	 	 
	Sublessee:	Flex Leasing Power & Service LLC
	 	Attention: Doug Baltzer
	 	6400 S. Fiddlers Green Circle
	 	Suite 450
	 	Greenwood Village, CO 80111
	 	 
	Landlord:	Elk Ridge B5L2, LLC
	 	1610 West Street, Suite 100
	 	Annapolis, MD 21401
	 	Attention: EricDitter


 


15.            Brokerage.
Sublessor and Sublessee each warrant to the other that it has not dealt with any broker or agent in connection with the negotiation or
execution of this Sublease outside of Energy Real Estate Solutions, LLC. Sublessee and Sublessor shall each indemnify the other against
all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming
the same by, through, or under the indemnifying party.


 


16.            Binding
Effect: Governing Law. Except as modified hereby, the Base Lease shall remain in full effect and this Sublease shall be
binding upon Sublessor and Sublessee and their respective successors and assigns. If any inconsistency exists or arises between the terms
of this Sublease and the terms of the Base Lease, the terms of this Sublease shall prevail. This Sublease shall be governed by the laws
of the State in which the Premises is located.


 


17.            Counterparts.
This Sublease may be executed in multiple counterparts, each of which shall constitute an original, but all of which shall constitute
one document.


 


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Executed as of the date first written above.


 


	SUBLESSOR:	Energes, LLC
	 	 	 
	 	By:	/s/ James E. Pung
	 	Name:	JAMES E. PUNG
	 	Title:	CEO
	 	 	 
	SUBLESSEE:	Flex Leasing Power & Service LLC
	 	 	 
	 	By:	/s/ Doug Baltzer
	 	Name:	Doug Baltzer
	 	Title:	President


 


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EXHIBIT A


 


DESCRIPTION OF PREMISES


 


14417 41st J St NW, Alexander,
ND 58831


 


This two story wood-post frame property includes:


 


– 16,560 SF


 


– Four pull through bays


 


– 20’high ceilings


 


– Insulated shop


 


– Two story office space


 


– Eight 14’x14’ overhead
doors


 


Zoned industrial and located on a 6.88 acre
lot


 


 


 


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EXHIBIT B


 


[BASE LEASE]


 


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EXHIBIT C


 


LANDLORD’S
CONSENT


 


The undersigned, Landlord
under the Base Lease, executes below to evidence its consent to this Sublease. Such consent shall not release Sublessor from any liabilities
or obligations under the Base Lease nor constitute consent to any further assignment or subletting. Sublessor shall remain fully liable
under the Base Lease, and the provisions thereof shall apply to any further subleasing or assignment.


 


	LANDLORD:	Elk Ridge B5L2, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


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