uree_ex1029.htm


 


Exhibit 10.29


 


TENNYSON PLACE


OFFICE LEASE AGREEMENT


 







SECTION 1


 


BASIC TERMS


 








	
LANDLORD

	
Primera Tennyson Partners LLC,


a Texas limited liability company


	
TENANT

	
US Rare Earths,


a Mining Company


	
PREMISES RENTABLE AREA (SQ.FT.)

	
1,588


	
PROPORTIONATE SHARE (%)

	
1.597%


	
PREMISES SUITE#

	
240


	
LEASE COMMENCEMENT DATE

	
February 1, 2014


	
LEASE TERM (MONTHS)

	
32


	
LEASE EXPIRATION DATE

	
November 30, 2016


	
BASE RENT(MONTHLY)

	
$3,440.67


	
TENANT CAR SPACES#

	
6


	
SECURITY DEPOSIT

	
$3,440.67







 







SECTION 2


 


PREMISES AND TERM


 








	
  

	
1.  Lease of Premises. Landlord leases the Premises to Tenant, and Tenant leases the Premises from Landlord, on the terms and conditions set forth in this Lease.  A plan of the Premises is attached as Exhibit A (the "Premises").  The Premises are part of that building (the "Building") located at 5600 Tennyson Parkway, Plano, Texas on the 6.67  acre tract of property situated  in the Maria C. Vela Survey, Abstract #935 and being Lot 2, Block A of Parkwood Place I in Legacy of the map records of Collin County, Texas which real property is known as (the "Land").  The Building and the Land are collectively referred to as the "Project".


 








	
  

	
2.  Lease Term. The Lease Term shall be for the period stated in Section 1, unless earlier terminated as provided in this Lease.


 








	
  

	
3. Commencement Date.  The Commencement Date of this Lease shall be the earlier to occur of (1) the scheduled Commencement Date stated in Section 1 or (2) the date on which Tenant takes possession of all or part of the Premises.  The precise Commencement Date shall be confirmed by a Commencement Date Memorandum in the form of Exhibit B, which Tenant agrees to sign when prepared by Landlord in accordance with this paragraph.


 








	
  

	
4.  Rentable Areas. The Rentable Area of the Building is 99,450 sq. ft.  The Rentable Area of the Premises is stated in Section 1.  Rentable Areas of the Premises and the Building are final, conclusive and controlling for all purposes.  A portion of the Building Common Area is included in the Rentable Area of the Premises.


 








	
  

	
5. Initial Physical Condition of Premises. Tenant accepts the Premises, the Building and the Project in its current AS IS condition, and acknowledges that Tenant is not relying on any representations or warranties by any person regarding the Premises or the Building.







 


 




  





  











  











SECTION 3


 


BASE RENT. UTILITY COSTS. TAX COSTS AND OTHER SUMS PAYABLE


 








	
  

	
1.  Tenant Pavments. Tenant agrees to pay Base Rent, Utility Costs and Tax Costs and any other sum payable under this Lease to Landlord when due without demand, deduction, credit, adjustment or offset of any kind.  All such payments shall be in lawful money of the United States and shall be paid to Landlord or to Manager or to such other place as Landlord may from time to time designate in writing.


 








	
  

	
2.  Base Rent. On execution of this Lease, Tenant shall prepay to Landlord the Base Rent for the 1st month of the Lease Term.  Future monthly installments of Base Rent shall be paid, without demand and in advance, on or before the first day of each calendar month during the Lease Term.  The monthly Base Rent installment for any partial month at the beginning or end of the Lease Term shall be prorated.


 








	
  

	
3. Utility Costs.  Utility Costs shall mean all electricity and gas used on or at the Project, together with any taxes and any maintenance charges for utilities.  On the first day of each calendar month during the Lease Term, Tenant agrees to reimburse Landlord for Tenant's monthly Proportionate Share of the Utility Costs pursuant to invoices sent to Tenant from Landlord.  The initial monthly Utility Costs invoices shall be based on estimated Utility Costs as reasonably determined by Landlord and shall be increased or decreased by Landlord to reflect Tenant's Proportionate Share of the actual Utility Costs.  If for any time period in question the Building is less than 95% occupied, for purposes of determining the Proportionate Share of Utility Costs due from Tenant, Landlord may increase those elements of Utility Costs that vary based primarily on the occupancy rate of the Building, as though the Building were 95% occupied.  The Utility Costs payments due from Tenant shall be adjusted by Landlord to the amount that Landlord reasonably believes they would have been if 95% of the Rentable Area of the Building had been occupied.  In addition, Tenant shall, within 30 days of receipt of an invoice from Landlord, pay for any extraordinary or after Normal Business Hours use of Utility Costs as requested by Tenant and as reasonably determined by Landlord.


 








	
  

	
4.  Tax Costs.  ''Taxes" means all ad valorem taxes and governmental and private assessments which are levied, assessed, imposed or become due and payable with respect to the Land and the Building and associated improvements.  If at any time during the Term of this Lease, there shall be levied, assessed or imposed on Landlord a capital levy, franchise, margin or other tax directly on the rents received therefrom and/or a tax, assessment, levy or charge measured by or based, in whole or in part upon such rents from the Project, then all such taxes, assessments, levies or charges or the part, thereof so measured or based, shall be deemed to be included within the term Taxes for the purposes hereof.  Landlord shall have the right to employ a tax consulting firm to attempt to assure a fair tax burden on the Building and Land within the applicable taxing jurisdiction.  The cost of the tax consulting firm shall be included in Taxes.  Beginning January 2015, Tenant shall on the first day of each calendar month pay, pursuant to invoices sent to Tenant from Landlord, its monthly Proportionate Share of the Taxes which are above the Taxes for the calendar year 2014.  Taxes due from Tenant pursuant to this paragraph are known as Tax Costs.


 








	
  

	
5.  Security Deposit.  Tenant has deposited with Landlord or Manager the sum set forth in the blank opposite the words Security Deposit in Section 1 of this Lease ("Security Deposit") to secure Tenant's performance of this Lease. If Tenant defaults in any payment or performance due under this Lease, Landlord, in its absolute discretion and without prejudice in its other rights or remedies, may apply the Security Deposit, in whole or in part, to the payment of sums due from Tenant as a result of such default.  If such application cures the default, Tenant shall within ten (10) days from demand, deposit with Landlord the sum necessary to restore the Security Deposit to the specified amount.  If Tenant has fully performed under this lease, the remainder of the Security Deposit shall be repaid to Tenant, without interest, within thirty (30) days after the expiration of this Lease.


 








	
  

	
6. Late Charge. If Tenant fails to make any payment of Base Rent, or other amount when due under this Lease within 5 calendar days of when due, a late charge is then immediately due and payable by Tenant equal to five percent (5%) of the amount of any such payment but Landlord will waive the late charge for the first such failure occurring during any calendar year during the Lease Term.  Landlord and Tenant agree that this charge compensates Landlord for the administrative costs caused by the late payment.


 








	
  

	
7.  Default Rate.  Any Base Rent or other sum payable under this Lease which is not paid when due shall bear interest at a rate equal to the lesser of:  (a) the published prime or reference rate then in effect at a national banking institution designated by Landlord (the "Prime Rate"), plus two (2) percentage points, or (b) the maximum rate of interest per annum permitted by applicable law (the "Default Rate").


 








	
  

	
8.  Proportionate Share.  Tenant's Proportionate Share is a fraction, the numerator of which is the rentable sq. ft. contained in the Premises and the denominator of which is the entire 99,450 rentable sq. ft. space contained in the Building.  Tenant's Proportionate Share is specified in Section 1.












 




  





  











  






 


SECTION 4


 


SERVICES, UTILITIES AND REPAIRS


 








	
  

	
1. Landlord Services and Repairs.  Subject to the paragraph 5.9 ("Damage or Destruction") and paragraph 5.10 ("Condemnation"), Landlord shall furnish the following services and repairs in a manner and scope as reasonably determined by Landlord.  Landlord shall select the company or companies providing such services.


 








	
  

	
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HVAC (heating, ventilation and air-conditioning services) will be provided to the Premises and the Common Area of the Building during Normal Business Hours.  If Tenant desires HVAC service other than during Normal Business Hours, Tenant shall make advance arrangements with Landlord and shall pay Landlord's usual and customary charge for such additional services.  Landlord shall repair and maintain the HVAC systems serving the Common Area and Premises.








	
  

	
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Elevator Service from the 1st floor to the 2nd and 3rd floors of the Building. (note: Tenant shall only have elevator access to the floor where the Premises is located.)








	
  

	
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Janitor Service will be provided to the Common Area and Premises as specified on Exhibit D.








	
  

	
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Replace Premises light bulbs and ballasts in fixtures which are standard to the Building.








	
  

	
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Repairs and maintenance to the Common Area required, in Landlord's reasonable judgment, for comfortable use of the Common Area.








	
  

	
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Engage a third party contractor to provide full time off site monitoring of the fire sprinkler system serving the Building.








	
  

	
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Maintenance and repairs to: (i) the parking areas and sidewalks associated with the Project, (ii) the grass, shrubbery, landscape sprinkler and other landscape treatments on the Project, (iii) the exterior of the Building including the walls and exterior glass, (iv) exterior lights on the Project, (v) Building roof, and (vi) the Building fire sprinkler system and sewage lines.








	
  

	
2.  Utilities.  Landlord shall arrange with and pay the public utility companies serving the Project to furnish the following utilities to the Project.  Landlord shall select the company or companies providing such utility services.


 








	
  

	
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Electricity and Gas.  Electrical services will be supplied to a panel box designated for each floor of the Building and will have the capacity to meet Tenant's demand in the Premises for the purposes specified in this Lease so long as such demand is usual and customary for such purposes.  Gas shall be supplied to the Building HVAC units installed by Landlord.








	
  

	
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Water and Sewer.  Water and sewage drain services for the Common Area restrooms and Break Room. Water and sewage drain services at the points now existing in the Premises.  Water for the landscape irrigation areas of the Project.








	
  

	
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Telecommunication Services.  Landlord will provide a suitable connection for usual and customary voice telephone service at the locations in the Building designated by Landlord.  All connection, installation, usage charges, maintenance and repair charges for such telephone service shall be Tenant's responsibility.  Installation of Telecommunication Facilities beyond those specified as Landlord's responsibility under the first sentence shall be the responsibility of Tenant.  "Telecommunication Facilities" are defined as equipment, apparatus, installations, facilities and other materials utilized for the purposes of electronic communication, whether wireless or wired, including cable, switches, conduit, sleeves and wiring.  Telecommunication Facilities installed by Tenant, shall if requested by Landlord in writing be removed by Tenant at Tenant's expense upon the expiration of the Lease Term. Tenant acknowledges that space on the Building rooftop and in Building risers, equipment rooms and equipment closets is limited.  Unless otherwise required by law, neither Tenant nor a provider of telecommunication services to Tenant shall be entitled  to locate or install Telecommunication Facilities in, on or about the Building without (a) first obtaining Landlord's advance, written  consent  (given in its reasonable discretion) and (b) the advance execution by Landlord and Tenant of a satisfactory agreement granting a license to Tenant for such purposes.  The agreement referred to in clause (b) of the previous sentence shall be incorporated in and become part of this Lease.








	
  

	
3.  Normal Business Hours.  "Normal Business Hours" are defined as 7:00 AM to 6:00 PM (Monday thru Friday) and 8:00 AM to 1:00 PM (Saturday) excluding Holidays and Sundays.


 








	
  

	
4.  Interruption.  Landlord shall in no case be liable or in any way be responsible for damages (including consequential damages) or the loss to Tenant of utilities or other services arising from the failure of, diminution of or interruption of any  kind to the Premises caused by Landlord's negligence or otherwise, unless (i) such interruption in, deprivation of or reduction of any such service was caused by the gross negligence or willful misconduct of Landlord or its agents, and (ii) any such claims are not covered by Tenant's business interruption insurance.  To the extent that Landlord bears specific responsibility for the foregoing, Landlord's responsibility and Tenant's remedy shall be limited to an abatement in the portion of Base Rent associated with the value of the interrupted service, as reasonably determined by Landlord, for the period beginning with the day which is three (3) consecutive business days after the date on which Tenant delivers written notice to Landlord of such interruption, deprivation or reduction and of the fact that Tenant  is being deprived of all reasonable use of the Premises due to the loss of such service and ending on the date such interruption, deprivation or reduction which is Landlord's responsibility  is no longer causing Tenant to be deprived of all reasonable use of the Premises.


 








	
  

	
5.  Maintenance and Repair by Tenant.  Except for reasonable wear and tear, Tenant shall keep the Premises in good condition and repair.  Tenant agrees to notify Landlord immediately if any damage or defects are discovered in the Premises or Building and to allow Landlord to evaluate and make recommendations and/or take appropriate corrective action.  Tenant shall use reasonable best efforts to protect the Project from waste or damage and shall, subject to Landlord's reasonable direction and schedule, repair any damage caused by Tenant, its agents, employees, contractors or invitees.


 








	
  

	
6.  Security.  Landlord has no duty or obligation to provide any security services in, on or around the Project, and Tenant recognizes that security services, if any, provided by Landlord will be for the sole benefit of Landlord and the protection of Landlord's property.







 




  





  











  






 


SECTIONS


 


OCCUPANCY AND USE PROVISIONS


 








	
  

	
1.  Use and Conduct of Business.  The Premises are to be used only for general business office uses (the "Permitted Uses") and Tenant agrees that the number of employees or other personnel working with or for Tenant occupying the Premises shall not exceed the number of Tenant Car Spaces specified in Section 1 of this Lease. Tenant shall, at its own cost and expense, obtain and maintain any and all licenses, permits, and approvals necessary or appropriate for its use, occupation and operation of the Premises for the Permitted Uses.  Tenant shall not permit or cause any act to be done in or about the Premises that is unlawful or that will increase the existing rate of insurance on the Land or Building.  Tenant shall not commit or allow to be committed or exist: (a) any waste upon the Premises, (b) any public or private nuisance, (c) the use or storage of any hazardous or other materials in violation  of any environmental laws or regulations, or (d) any act or condition which disturbs the quiet enjoyment of any other tenant in the Building, violates any of Landlord's contracts affecting any or all of the Land or Building, or interferes in any unreasonable way with the business of Landlord or any other tenant in the Building.


 








	
  

	
2.  Reasonable Access.  Tenant shall have access to the Building seven (7) days per week, twenty-four (24) hours per day, fifty-two (52) weeks a year.  After Normal Business Hours access to the Building shall be available via a card access system.  Landlord shall provide Tenant with an initial number of access cards equal to the number of Tenant Car Spaces designated in Section 1.  Replacement access cards shall be available to Tenant at a rate of $15/access card.  Tenant shall be responsible for promptly notifying Landlord of any lost or stolen access cards.   Tenant shall return all access cards to Landlord upon the expiration of the Lease Term.  Tenant shall permit Landlord and Landlord's designated representatives to enter into the Premises at any time on reasonable notice (except  in case of emergency in which case no notice shall be required) for the purposes of inspection or for the purpose of repairing, altering or improving the Premises or the Building.  When reasonably necessary, Landlord may temporarily close Building or Land entrances, Building doors or other facilities, but Landlord shall use good faith efforts to minimize disruption to Tenant's business and to provide continued access to the Premises.  Landlord shall have the right on reasonable notice to enter the Premises during the Lease Term for the purpose of showing the Premises to prospective tenants.


 








	
  

	
3.  Compliance with Governmental Requirements.  Tenant shall comply with all Governmental Requirements relating to its use, occupancy and operation of the Premises and shall observe such reasonable rules and regulations as may be adopted and published by Landlord from time to time.  "Governmental Requirements" are  any and all statutes, ordinances, codes, laws, rules, regulations, orders and directives, including environmental laws and regulations, of any Governmental Agency as now or later amended, promulgated or issued and all current or future final orders, judgments or decrees of any court with jurisdiction interpreting or enforcing any of the foregoing.  A "Governmental Agency" is the United States of America, the state in which the Land is located, any county, city, district, municipality or other governmental subdivision, court or agency or quasi-governmental agency with jurisdiction and any board, agency or authority associated with any such governmental entity.


 








	
  

	
4.  Rules and Regulations.  Tenant shall comply with the rules and regulations of the Building which are attached hereto as Exhibit C.  Landlord may, from time to time, reasonably change such rules and regulations for the safety, care or cleanliness of the Building and related facilities including the Common Area and parking area, provided that such changes are applicable to all tenants of the Building and will not materially interfere with Tenant's use of the Premises and provided that Landlord notifies Tenant in writing. Tenant shall be responsible for the compliance with such rules and regulations by its employees, agents and invitees. Any conflicts between the rules and regulation exhibit and this Lease shall be controlled by the Lease.


 








	
  

	
5. Car Parking. Tenant shall have the right to use the number of non-reserved car spaces on the Land "Tenant Car Spaces" as specified in Section 1.  The Tenant Car Spaces includes Tenant's Proportionate Share of (i) visitor spaces "Visitor Spaces" located in front and in back of the Building for use by Tenant and other tenants of the Building and (ii) handicap spaces "Handicap Spaces" located in front and in back of the Building for use by Tenant and other tenants of the Building.  All parking facilities and Tenant Car Spaces furnished by Landlord shall be subject to the reasonable control and management of Landlord who may from time to time, establish, modify, and enforce reasonable rules and regulations with respect thereto.  Landlord reserves the right at any time to assign specific parking spaces for Tenant Car Spaces and Tenant shall thereafter be responsible to insure that the users of such assigned Tenant Car Spaces park in the specifically designated parking spaces. Tenant shall if requested by Landlord furnish to Landlord a complete list of the license plate numbers of all vehicles operated by Tenant, Tenant's employees and agents.  Landlord shall not be liable for any damage of any nature to, or any theft of, vehicles or contents thereof, in on or about the parking facilities on the Land. Tenant and its employees, guests and invitees shall not be allowed to park in areas of the Project designated by Landlord as reserved or on the public streets surrounding the Building and the Land.  Landlord shall not be responsible for enforcing Tenant's parking rights against any third parties.







 




  





  











  






 



	
  

	
6.  Tenant Alterations.  Tenant shall not make or permit to be made any alterations, additions, improvements or installations in or to the Premises (including Telecommunication Facilities), or place signs or other displays visible from outside the Premises (individually and collectively ''Tenant Alterations"), without first obtaining the consent of Landlord which may be withheld in Landlord's sole discretion.  Tenant shall deliver to Landlord complete plans and specifications for any proposed Tenant Alterations and, if consent by Landlord is given, all such work shall be performed at Tenant's expense by Landlord or, with Landlord's consent, by Tenant.  Tenant shall be authorized to perform Tenant Alterations only to the extent and under such terms and conditions as Landlord, in its reasonable discretion, shall specify.


 








	
  

	
7.  Surrender of Possession.  Tenant shall, at the expiration or earlier termination of this Lease, surrender and deliver the Premises to Landlord in as· good condition as when received by Tenant from Landlord or as later improved, reasonable use and wear excepted, and free from any tenancy or occupancy by any person.


 








	
  

	
8.  Removal of Property.  Upon the expiration or earlier termination of this Lease, Tenant may remove its personal property, office supplies and office furniture and equipment if such items are readily moveable and are not attached to the Premises; such removal is completed prior to the expiration or earlier termination of this Lease; and Tenant immediately repairs all damage caused by or resulting from such removal.  All Tenant Alterations shall become the property of Landlord and shall remain upon and be surrendered with the Premises, unless Landlord requires their removal.  If removal is required, Tenant shall, at its sole cost and expense, remove all (or such portion as Landlord shall designate) of the Tenant Alterations, repair any damages resulting from such removal and return the Premises to the same condition as existed prior to such Tenant Alterations.


 








	
  

	
9.  Damage or Destruction.  If the Premises are damaged by fire, earthquake or other casualty ("Casualty''), Tenant shall give immediate written notice to Landlord.  If Landlord estimates that the damage can be repaired to meet Tenant's business needs within one hundred eighty (180) days after Landlord is notified by Tenant of such damage and if there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate.  If neither circumstance described in the previous sentence exists, Landlord may elect, in its absolute discretion, to either: (a) terminate this Lease or (b) restore the Premises to substantially the condition which existed prior to the damage and this Lease will continue.  Notice of Landlord's election shall be delivered to Tenant within sixty (60) days after the date Landlord receives written notice of the damage.  Failure to deliver notice within the specified period shall be treated as election not to restore.  Tenant agrees to look to the provider of Tenant's insurance for coverage for the loss of Tenant's use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction period following a Casualty.  If the Building is damaged by Casualty and more than fifty percent (50%) of the Building is rendered untenantable, without regard to whether the Premises are affected by such damage, Landlord may, in its absolute discretion, elect to terminate this Lease by notice in writing to Tenant within thirty (30) days after the date Landlord receives written notice of the damage.  Such notice shall be effective twenty (20) days after delivery to Tenant unless a later date is set forth in Landlord's notice.


 








	
  

	
10.  Condemnation.  If more than fifty percent (50%) of the Premises, or such portions of the Building as may be required for the Tenant's reasonable use of the Premises, are taken by eminent domain or by conveyance in lieu thereof, this Lease shall automatically terminate as of the date the physical taking occurs, and all Base Rent and other sums payable under this Lease shall be paid to that date. In the case of a taking of a part of the Premises or a portion of the Building not required for the Tenant's reasonable use of the Premises, this Lease shall continue in full force and effect and the Base Rent shall be equitably reduced based on the proportion by which the floor area of the Premises is reduced, such reduction in Base Rent to be effective as of the date the physical taking occurs.  Utility Costs and Tax Costs payments may be redetermined as equitable under the circumstances.  Landlord reserves all rights to damages or awards for any taking by eminent domain relating to the Premises, Building, Land and the unexpired term of this Lease.  Tenant assigns to Landlord any right Tenant may have to such damages or award and Tenant shall make no claim against Landlord for damages for termination of its leasehold interest or interference with Tenant's business.  Tenant shall have the right, however, to claim and recover from the condemning authority compensation for any loss to which Tenant may be entitled for Tenant's moving expenses or other relocation costs if they are awarded separately to Tenant in the eminent domain proceedings and are not claimed by Tenant to be a part of the damages recoverable by Landlord.


 








	
  

	
11.  Liens.  Tenant shall have no authority, express or implied, to create or place any lien or encumbrance of any kind or nature whatsoever upon the interest of Landlord or Tenant in the Premises or against Landlord's interests under this Lease for any Claims in favor of any person dealing with Tenant, including those who may furnish materials or perform labor for any construction or repairs.  If any such lien or encumbrance is filed or recorded, Tenant shall cause it to be released or otherwise removed within five (5) days by a means or method approved by Landlord.


 








	
  

	
12. Estoppel Certificate.  On Landlord's request, Tenant shall within 5 days of a request by Landlord complete, sign and deliver a certificate to an addressee designated by Landlord stating the material terms of this Lease, whether any default currently exists under the Lease, and such other information as may reasonable be requested.


 































 









  





  











  






 



	
  

	
13.  Relocation.  RESERVED


 






	
  

	
14.  Holdover.  Tenant is not authorized to hold over beyond the expiration or earlier termination of the Lease Term. No payment of money by Tenant to Landlord after the expiration or termination of this Lease reinstates, continues or extends the Lease Term and no extension of this Lease after the termination or expiration is valid unless agreed in writing by Landlord and Tenant.  If, for any reason, Tenant retains possession of the Premises after (i)  the expiration or termination of this Lease or (ii) if Tenant  fails to complete any repairs  required hereby, unless the parties hereto otherwise agree in writing, such possession shall establish a month to month tenancy, which shall be subject to termination by either Landlord or Tenant at any time upon not less than ten (10) days advance written notice, and provided all of the other terms and provisions of this Lease shall be applicable during such period, except that Tenant shall pay Landlord from time to time, upon demand, as rental for the period of such possession, an amount computed on a daily basis equal to 150% of the Base Rent in effect on the termination date


 








	
  

	
15. Common Area.  The Building entry areas, lobby, associated hallways, restrooms, utility rooms, Conference Center and Break Room are known as the "Common Area".  The lobby conference room on the 1st floor is known as the "Conference Center".  The lobby break room on the 1st floor is known as the "Break Room".  The access and use of the Conference Center and Break Room by Tenant and other tenants of the Building shall be reasonably determined by Landlord.  Landlord shall have the right to modify the Common Area, provided such changed Common Area provides substantially the same function to Tenant as the existing Common Area.  The Common Area shall be under Landlord's management and control.  Tenant shall have the right, subject to the rights of other Tenants and Landlord, to use such Common Area in accordance with the terms of this Lease and any reasonable rules adopted by Landlord regarding such use.


 








	
  

	
16. Mortgage.  This Lease shall be subject and subordinate to any mortgages and/or deeds of trust now or at any time hereafter constituting a lien or charge upon the Premises or the improvements situated thereon or the Building of which the Premises are a part.  Tenant agrees to attorn to any mortgagee, trustee under a deed of trust or purchaser at a foreclosure sale or trustee's sale as Landlord under this Lease. Tenant, at any time hereafter, within ten (10) business days after request by Landlord, shall execute any instruments, releases or other documents that may be reasonably required by any mortgagee for the purpose of subjecting and subordinating this Lease to the lien of any such mortgage provided Tenant is  provided a non­disturbance agreement in a form reasonably satisfactory to Landlord and Tenant.


 









SECTION 6


 


INSURANCE AND INDEMNIFICATION


 








	
  

	
1.  Indemnification.  Tenant shall indemnify, defend and hold harmless Landlord and Landlord's Affiliates and the property manager of the Building from and against any and all Claims made against such persons, arising out of (a) the possession, use or occupancy of the Premises or the business conducted in the Premises, (b) any act, omission or actionable neglect of Tenant or Tenant's Affiliates, or (c) any breach or default under this Lease by Tenant or by any Tenant's Affiliates.  Tenant's obligations under the previous sentence shall not apply if the Claim arose solely from intentional misconduct by or actionable neglect of Landlord or Landlord's Affiliates. "Landlord's Affiliates" are all officers, managers, members, contractors, employees, and invitees of Landlord. "Tenant's Affiliates" are all officers, partners, contractors, employees and invitees of Tenant.  "Claims" is an individual and collective reference  to any and all claims, demands, damages, injuries, losses, liens, liabilities, penalties, fines, lawsuits, actions, and other proceedings and expenses (including attorneys' fees and expenses incurred in connection with the proceeding, whether at trial or on appeal).


 








	
  

	
2.  Tenant Insurance.  Tenant shall, throughout the Lease Term, at its own expense, keep and maintain in full force and effect each and every one of the following policies, each of which shall be endorsed as needed to provide that the insurance afforded by these policies is primary and that all insurance carried by Landlord is strictly excess and secondary and shall not contribute with Tenant's liability insurance:


 








	
  

	
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A policy of commercial general liability insurance, including a contractual liability endorsement covering Tenant's obligations  under the paragraph captioned "Indemnification", insuring against claims of bodily injury and death or property damage or loss with a combined single limit at the Lease Commencement  Date of this Lease of not less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) general aggregate, which policy shall be payable  on  an "occurrence" rather than a "claims made" basis.  Tenant shall include Landlord and Landlord's lender as additional insureds.








	
  

	
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RESERVED








	
  

	
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"Special Form" property insurance (which is commonly called "all risk") covering business interruption, Tenant Alterations, and any and all furniture, fixtures, equipment, inventory, improvements and other property in or about the Premises which is not owned by Landlord, for the then, entire current replacement cost of such property.








	
  

	
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A policy of worker's compensation insurance if  and as required  by applicable  law and employer's liability insurance with limits of no less than One Million and No/100 Dollars ($1,000,000.00).








	
  

	
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A policy of comprehensive automobile liability insurance, including loading and unloading, and covering Tenant owned, non-owned vehicles used in the course of doing business for Tenant and Tenant  hired vehicles with limits of no less than  One Million Dollars ($1,000,000.00) per occurrence.








	
  

	
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All insurance policies required under this paragraph shall be with companies having a rating according to Best's Insurance Key Rating Guide for Property - Casualties of no less than A-Class VIII.  Each policy shall provide that it is not subject to cancellation, lapse or reduction in coverage except after thirty (30) days written notice to Landlord.  Tenant shall deliver to Landlord, prior to the Commencement Date and, from time to time thereafter, certificates evidencing the existence and amounts of all such policies and, on Landlord's request, copies of such insurance policies.  There shall be no deductible amount or self-insured retention applicable with respect to the insurance policy requirements in this Section 6.2 unless approved in advance by Landlord.  Deductibles under policies procured must be reasonable and customary.








	
  

	
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If Tenant fails to acquire or maintain any insurance or provide evidence of insurance required by this Section 6.2, Landlord may, but shall not be required to, obtain such insurance or evidence and the costs associated with obtaining such insurance or evidence shall be payable by Tenant to Landlord on demand.


 





































 


 




  





  











  













	
  

	
3.  Landlord's Insurance.  Landlord shall, throughout the Lease Term, keep and maintain in full force and effect:


 








	
  

	
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Commercial general liability insurance, insuring against claims of bodily injury and death or property damage or loss with a combined single limit at the Commencement Date of not less than One Million Dollars ($1,000,000.00) per occurrence and Two Million  Dollars ($2,000,000.00) general aggregate, which policy shall be payable on an "occurrence" rather than a "claims made" basis.








	
  

	
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"Special Form" property insurance (which is commonly called "all risk") covering the Building and Landlord's personal property, if any, located on the Land for the then, current replacement value of such property.








	
  

	
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Landlord may, but shall not be required to, maintain other types of insurance as Landlord deems appropriate.


 








	
  

	
4.  Waiver of Subrogation.  Notwithstanding anything in this Lease to the contrary, Landlord and Tenant each waive and release the other from any and all Claims or any loss or damage that may occur to the Land, Building, Premises, or personal property located on or in the described Premises, by reason of Casualty, but only to the extent of deductibles specified in the insurance policies plus the insurance proceeds paid to such party under its policies  of insurance  or, if it fails to maintain  the required  policies, the insurance proceeds that would have been paid to such party if it had maintained such policies.


 









 


SECTION 7


 


ASSIGNMENT AND SUBLETTING


 








	
  

	
1.  Assignment and Subletting by Tenant.  Tenant shall not have the right, directly or indirectly (by change of control or otherwise) to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord's consent, which consent may not be unreasonably withheld or delayed.  Neither Landlord's demand for Recapture under paragraph 7.2 ("Recapture") or Landlord's conditioning of its consent under paragraph 7.3 ("Landlord Share of Revenue Surplus") shall be deemed unreasonable.  No sublease or assignment, including one to which Landlord has consented, shall release Tenant from its obligations under this Lease.


 








	
  

	
2.  Recapture.  Landlord shall have the right to recapture all or the applicable portion of the Premises proposed to be assigned or sublet by giving written notice of Landlord's intention to exercise such right within fifteen (15) days after delivery of Tenant's request that Landlord consent to assignment or subletting ("Recapture").  The Recapture shall be effective on the earlier of the date Tenant proposed to assign or sublet or the last day of a calendar month which is at least sixty (60) days after delivery of Tenant's request that Landlord's consent to the assignment or subletting.  On the effective date of the Recapture, this Lease shall be terminated as to the Premises or the portion of the Premises subject to the Recapture.


 








	
  

	
3.  Landlord Share of Revenue Surplus. Landlord may elect to condition its consent to an assignment or subletting on this paragraph.  If Landlord so gives conditional consent, Tenant shall pay to Landlord if, as and when received  by Tenant, fifty percent (50%) of  the consideration received by Tenant for the assignment or subletting to the extent that consideration exceeds Tenant's obligations under this Lease for the same portion of the Lease Term.  If the sublet is for other than the entirety of the Premises, Tenant's obligation under this Lease shall be prorated based on the area subleased as compared to the Rentable Area of the Premises.


 








	
  

	
4.  Assignment by Landlord.  Landlord shall have the right to transfer and assign, in whole or in part, its rights and obligations under this Lease and in any and all of the Land or Building.  If Landlord sells or transfers any or all of the Building, Landlord and Landlord's Affiliates shall, upon consummation of such transfer be released automatically from any liability under this Lease for obligations to be performed or observed after the date of the transfer.  After the effective date of the transfer, Tenant must look solely to Landlord's successor-in­ interest.












 




  





  











  






 


SECTION 8


 


DEFAULTS AND REMEDIES


 








	
  

	
1.  Events of Default.  The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Tenant ("Event of Default''):


 








	
  

	
●

	
vacation or abandonment of all or any portion of the Premises without continued payment when due of Base Rent and other sums due under this Lease;








	
  

	
●

	
failure by Tenant to make any payment of Base Rent or any other sum payable by Tenant under this Lease within three (3) days after its due date, or, in the case of the first such failure during a calendar year of the Lease Term, within three (3) days after notice to Tenant of such failure;








	
  

	
●

	
failure by Tenant to observe or perform any covenant or condition of this Lease, other than the making of Base Rent and other payments, where such failure continues for a period of twenty (20) days after written notice from Landlord;








	
  

	
●

	
the failure of Tenant to surrender possession of the Premises at the expiration or earlier termination of this Lease in the condition required by this Lease;








	
  

	
●

	
the making by Tenant of any general assignment or general arrangement for the benefit of creditors; the filing by or against Tenant of a petition in bankruptcy, including reorganization or arrangement, unless, in the case of a petition filed against Tenant, it is dismissed within twenty (20) days; the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located in the Premises or of Tenant's interest in this Lease; any execution, levy, attachment or other process of law against  any property of Tenant or Tenant's interest in this Lease, unless it is dismissed within twenty (20) days; or adjudication that Tenant is bankrupt.  If a petition in bankruptcy is filed by or against Tenant, and if this Lease is treated as an "unexpired lease" under applicable bankruptcy law, then Tenant shall neither attempt nor cause any trustee to attempt to extend the time period specified by the Bankruptcy Act for the assumption or rejection of this Lease.


 








	
  

	
2.  Remedies.  If any Event of Default occurs, Landlord may at any time after such occurrence, with or without notice or demand except as stated in this paragraph, and without limiting Landlord in the exercise of any other right or remedy which Landlord may have by reason of such Event of Default, exercise the rights and remedies, either singularly or in combination, specified or described as follows:


 








	
  

	
(1) Terminate this Lease and pursue Tenant for actual damages; and/or








	
  

	
(2) Enter upon and take possession of the Premises without terminating this Lease; and/or


(3) Alter all locks and other security devices at the Premises with or without terminating this Lease, deny access to Tenant and pursue, at Landlord's option, one or more remedies pursuant to this Lease.








	
  

	
●

	
Upon the occurrence of any Event of Default, Tenant shall, immediately upon receipt of written notice or demand from Landlord, surrender the Premises to Landlord and if Tenant fails so to do, Landlord, without waiving any other remedy it may have, may enter upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying such Premises or any part thereof, without being liable for prosecution or any claim of damages therefore.








	
  

	
●

	
If Landlord repossesses the Premises with or without terminating the Lease, Tenant, at Landlord's option, shall be liable for and shall pay Landlord on demand all Base Rent and other payments owed to Landlord hereunder, accrued to the date of such repossession, plus all amounts required to be paid by Tenant to Landlord until the date of expiration as such sums become due and payable hereunder without acceleration. Actions to collect amounts due by Tenant to Landlord under this paragraph may be brought from time to time, on one or more occasions, without the necessity of Landlord's waiting until expiration of the Lease Term.








	
  

	
●

	
Upon an Event of Default, in addition to any sum provided to be paid herein, Tenant also shall be liable for and shall pay the costs of removing and storing Tenant's property; the costs of repairing, altering, remodeling or otherwise putting the Premises into the condition required by this Lease as if the Lease had expired and all reasonable expenses incurred by Landlord in enforcing or defending Landlord's rights and/or remedies.








	
  

	
●

	
If Landlord relets the Premises without terminating this Lease, Landlord shall apply the revenue from such reletting to Landlord's costs and Tenant's obligations in such order as Landlord deems appropriate.  Should revenue from letting during any month be less than the sum of the Base Rent and other sums payable under this Lease and Landlord's expenditures for the Premises during such month, Tenant shall be obligated to pay such deficiency to Landlord as and when such deficiency arises.








	
  

	
●

	
All sums payable by Tenant under this Lease shall be considered rent and all rights and remedies available pursuant to law for non-payment of rent shall apply.


 








	
  

	
3.  Right to Perform. If Tenant shall fail to pay any sum of money,  other than Base Rent, Utility Costs or Tax Costs, required to be paid by it under this Lease or shall fail to perform any other act on its part to be performed under this Lease, and such failure shall continue for ten (10) days after notice of such failure by Landlord, Landlord may, but shall not be obligated to, and without waiving or releasing Tenant from any obligations, make such payment or perform such other act on Tenant's part to be made or performed as provided in this Lease. Landlord shall have all rights and remedies for recovery of any sum or for the cost of such performance as specified in this Lease.


 








	
  

	
4.  Landlord's Default.  Landlord shall not be in default under this Lease unless Landlord fails to perform obligations required of Landlord within thirty (30) days after written notice is delivered by Tenant to Landlord specifying the obligation which Landlord has failed to perform; provided, however, that if  the nature of Landlord's obligation  is such that more than the specified period required for performance, then Landlord shall not be in default if Landlord commences performance within such period and thereafter diligently prosecutes it to completion.  Tenant shall not have the right to place a lien upon the property of Landlord or the right to withhold or setoff Base Rent or other sums due to Landlord.


 








	
  

	
5.  Limitation on Recourse.  Liability with respect to the entry and performance of this Lease by or on behalf of Landlord or any other obligation of Landlord, however it may arise, shall be asserted and enforced only against Landlord's estate and equity interest in the Building.  Neither Landlord nor any of Landlord's Affiliates shall have any personal liability in the event of any Claim against any of them arising out of or in connection with this Lease, the relationship of Landlord and Tenant or Tenant's use of the Premises.  Any and all personal liability, if any, beyond that which may be asserted under this paragraph, is expressly waived and released  by Tenant and by all persons claiming by, through or under Tenant.







 




  





  











  






 


SECTION 9


 


MISCELLANEOUS PROVISIONS


 








	
  

	
1.  Notices.  All notices, demands, consents, approvals, statements and communications required or permitted under this Lease shall be in writing and shall be addressed to a party at the addresses set forth opposite that party's signature, or to such other address as either party may specify by written notice, given in accordance with this paragraph.  Unless otherwise specified opposite Tenant's signature, Tenant's notice address shall be changed to the address of the Premises after the Commencement Date.  All such communications shall be transmitted by personal delivery, reputable express or courier service, or United States Postal Service, postage prepaid. All such communications shall be deemed delivered and effective on the earlier of (a) the date received or refused for delivery, or (b) five (5) calendar days after having been mailed by certified mail, return receipt requested, with the United States Postal Service, postage prepaid.


 








	
  

	
2.  Attorney's Fees and Expenses.  In the event that either party requires the services of an attorney in connection with enforcing the terms of this Lease, suit is brought for the enforcement of this Lease or the exercise of rights and remedies afforded by this Lease or under law, or proceedings are held in bankruptcy, then the substantially prevailing party shall be entitled to a reasonable sum for attorney's and paralegal's fees, expenses and court costs, including those relating to any appeal.


 








	
  

	
3.    Successors; Joint and Several Liability.  All of the covenants and conditions contained in this Lease shall apply to and be binding upon Landlord and Tenant and their respective heirs, executors, administrators, permitted successors and permitted assigns.  In the event that more than one person or organization is included in the term "Tenant", then each such person or organization shall be jointly and severally liable for all obligations of Tenant under this Lease.


 








	
  

	
4.  Choice of Law.  This Lease shall be construed and governed by the laws of the state in which the Land is located. S.    Offer to Lease.  The submission of this Lease in a draft form to Tenant or its broker or other agent does not constitute an offer to Tenant to lease the Premises.  This Lease shall have no force or effect until it is executed and delivered by both Tenant and Landlord.


 








	
  

	
6.  Force Majeure.  Landlord shall be excused for the reasonable period of any delay in its performance when such delay is beyond Landlord's reasonable control.  Except for payment of Base Rent and all other sums due from Tenant, Tenant shall be excused for the reasonable period of any delay in its performance when such delay is beyond Tenant's reasonable control.


 








	
  

	
7. Interpretation.  Headings or captions shall in no way define, limit or otherwise affect the construction or interpretation of this Lease.  Whenever a provision of this Lease uses the terms "include" or "including", that term shall not be limiting but shall be construed as illustrative.  This Lease shall be given a fair and reasonable interpretation of the words contained in it without any weight being given to whether a provision was drafted by one party or its counsel. Unless otherwise specified, whenever this Lease requires a consent or approval, the decision shall be reached in good faith discretion of the party entitled to give such consent or approval.


 








	
  

	
8.  Prior Agreement and Amendments.  This Lease contains all of the agreements of the parties to this Lease with respect to any matter covered or mentioned in this Lease.  No prior agreement, understanding or statement pertaining to any such matter shall be effective for any purpose.  No provision of this Lease may be amended or added to except by an agreement in writing signed by the parties to this Lease.


 








	
  

	
9.  Time of Essence.  Time is of the essence with respect to the performance of this Lease.


 



































































  





  











  






 




	
  

	
10. Survival of Obligations.  Notwithstanding anything contained in this Lease to the contrary or the expiration or earlier termination of this Lease, any and all obligations of either party accruing prior to the expiration or termination of this Lease shall survive the expiration or earlier termination of this Lease, and either party shall promptly perform all such obligations whether or not this Lease has expired or terminated.


 








	
  

	
11. Holidays.  Holidays" are nationally recognized bank holidays generally practiced in Dallas, Texas.


 








	
  

	
12. Authority. Tenant represents and warrants to Landlord that Tenant is duly organized, validly existing, and in good standing under the laws of the state of its organization, and is duly qualified to transact business in Texas.


 








	
  

	
13. No Representations.  Neither Landlord nor Landlord Affiliates made any representations or promises with respect to the Leased Premises or the Project except as expressly set forth in this Lease.  No rights, easements, or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in this Lease.


 








	
  

	
14.  Binding Effect.  This Lease is binding upon the respective heirs, personal representatives, successors, and, to the extent assignment is permitted, assigns of Landlord and Tenant.


 








	
  

	
15.  Exhibits.  All exhibits attached to this Lease are incorporated into and made a part of this Lease as if set forth in the body of this Lease.


 








	
  

	
16.  Counterparts.  This Lease may be executed in two or more counterparts, each of which is deemed an original and all of which together constitute one and the same instrument.


 








	
  

	
17.  Effective Date.  Effective Date or similar references shall be deemed to refer to the last date, in point of time, on which all parties hereto have executed this Lease.







 


 





	
Designated Address for Landlord:

	
LANDLORD:













	
1445 Ross Avenue, Suite #5150

	
Primera Tennyson Partners LLC, a Texas limited








	
Dallas, Texas 75202

	
liability company








	
  

	
Attention:  Tennyson Asset Manager








	
  

	
      By:  /s/ Charles Buob                          








	
  

	
      Name:   Charles Buob








	
and to:

	
      Its: CFO








	
  

	
5600 Tennyson Parkway, Suite #143








	
  

	
Plano, Texas 75024








	
Attention:  Tennyson Property Manager

	
Date: 1/22/14







 


 



	
Designated Address for Tenant:

	
TENANT:













	
5600 Tennyson Parkway, Suite #240

	
U.S. Rare Earths, Inc.








	
  

	
Plano, Texas 75024








	
  

	
      By: /s/ Scott Chrimes_________








	
  

	
      Name:   Scott Chrimes








	
  

	
      Its:         CFO













	
  

	
and to:








	
______________________________

	
Date:  01/20/14








	
  

	
______________________________








	
  

	
______________________________