Exhibit 10.21
LEASE AGREEMENT
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1.
PARTIES
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This
Lease Agreement (the “Lease”) is executed as of the 8th
day of March, 2005, by and between Millat Investments Ltd., an Ohio
limited liability company (“Lessor”), and Alien
Technology Corporation 18220 Butterfield Blvd. Morgan Hill
California 95037 (“Lessee”) pursuant to the terms and
conditions set forth herein.
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2.
USE
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Lessor
hereby leases to Lessee, and Lessee leases from Lessor the
Premises.
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3.
SUBJECT
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For
the purpose of this Lease, the “Premises” shall mean:
Being an area of 10,201 square feet of office and 11,180 square
feet of warehouse space, known as “Site A” on the
attached Exhibit A located at 3001 West Tech Road, Miamisburg, OH
45342 and all appurtenances thereto, within in a larger commercial
building (the “Building”).
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4.
TERM
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The
term of this lease shall be for a period of Thirty Eight (38)
months, commencing on the 14th day of March, 2005 and ending on the
thirtieth day of April, 2008 (the “Initial Term”). Rent
is abated for the first sixty (60) days. Notwithstanding anything
to the contrary herein, Lessee shall have the right to terminate
this Lease for convenience, without cost or penalty for such
termination, by delivery of written notice to Lessor on or before
June 15, 2005. In the event of termination by Lessee on or before
June 15, 2005, Lessor shall within ten (10) days after the date of
termination return to Lessee all prepaid but unaccrued Rent
amounts.
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5.
RATE
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Lessee
shall pay, to Lessor the sum of $12,501 per month, on the first day
of each calendar month during the Initial Term (the “Initial
Rent”) except as otherwise provided herein. (For purposes of
this Lease, “Rent” shall collectively refer to the
Initial Rent, as defined above, and the First Renewal Term Rent,
the Second Renewal Term Rent and the Third Renewal Term Rent, each
as defined below). Rent shall be pro-rated for any partial
month.
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6. OPTION TO
RENEW
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Lessee
shall have the options to renew this Lease for three (3) additional
terms of two (2) years each (the “Renewal Terms”) on
the same terms and conditions provided herein. The monthly rental
amount for the first Renewal Term shall be $0.85 per square foot of
useable office space and $0.425 per square foot of useable
warehouse space (the “First Renewal Term Rent”),
payable on the first day of each month during the first Renewal
Term. The monthly rental amount for the second Renewal Term (the
“Second Renewal Term Rent”) shall be equal to the First
Renewal Term Rent increased by an amount equal to the First Renewal
Term Rent multiplied by the lesser of: (a) the percentage increase
in the United States’ Consumer Price Index as published by
the Department of Labor (the “CPI”) during the twelve
(12) month period ending on May 1, 2008; or (b) five percent (5%),
and shall be payable of the first day of each month during the
second Renewal Term. The monthly rental amount for the third
Renewal Term (the “Third Renewal Term Rent”) shall be
equal to the Second Renewal Term Rent increased by an amount equal
to the Second Renewal Term Rent multiplied by the lesser of: (a)
the percentage increase in the CPI during the twelve (12) month
period ending on May 1, 2010; or (b) five percent (5%), and shall
be payable of the first day of each month during the third Renewal
Term. As used herein, CPI means the Consumer Price Index; Midwest
Region All Items, 1982-1984=100 as published by the United States
Bureau of Labor Statistics. Lessee shall elect to exercise any of
the options to renew this Lease by giving Lessor written notice, at
the address provided herein, of such election not less than ninety
(90) days prior to the expiration of the then current Initial Term
or Renewal Term, as applicable.
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7. RENT
ABATEMENT
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Lessor
acknowledges that in order to effectively operate its business from
the Premises, Lessee must construct some improvements to the
Premises. Lessee estimates that such improvements will be completed
over a period of two (2) months, in exchange for Lessee’s
expense in improving the Premises, Lessor hereby agrees to waive
the first two (2) monthly rental payments during the Initial
Term.
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8.
PENALTY
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Lessor
shall have the right to assess a late charge of one percent (1%) of
the amount of any payment due from Lessee to Lessor hereunder,
which is not paid within fifteen (15) days after Lessor notifies
Lessor in writing that such payment is past due and has not been
received. To reduce penalty charges, Lessor recommends payment of
the rent through electronic funds transfer.
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9.
POSSESSION
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Possession and occupancy of the Premises shall
be given to Lessee upon the later of: (a) payment of the first
month’s Rent (to be applied to the first Rents due hereunder)
and execution of the Lease; and (b) March 14, 2005. Lessee shall
have access to the Premises for inspections at all times after
payment of the first month’s Rent (to be applied to the first
Rents due hereunder) and execution of the Lease for purposes of
inspections, tenant’s improvements, and preparing for
business.
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10. REAL
ESTATE TAXES
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Lessor
shall be responsible for paying all real estate and other taxes,
levies, licenses, and assessments and other public charges charged
or imposed on the Premises and/or the Building.
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11. PARKING
SPACES
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Lessee
shall have the exclusive use of the parking spaces depicted with
cross hatches on Exhibit “A” attached hereto - thirteen
(13) spaces in front of the Building - ten (10) spaces on south
side of the Building - twelve (12) spaces on west side of the
Building.
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12.
REPRESENTATIONS
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Lessor
hereby represents and warrants:
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A. The
Premises and the Building (including without limitation the roof,
foundation, and mechanical systems) is in good and sanitary order,
condition, and repair;
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B. The Premises
and the Building (including all common areas) are in compliance
with all applicable federal, state, and local laws, codes,
ordinances and regulations that relate to the condition, use or
occupancy of the Premises and/or the Building; Lessor shall have
the sole responsibility to remedy any non-compliance of the
Premises unless the non-compliance results from Lessee’s
specific use of the Premises or from Lessee’s actions or
failure to act in breach of this Lease. Lessor shall indemnify,
hold harmless, and defend Lessee against any costs,
attorneys’ fees, expenses and liabilities incurred in the
defense of any claim, action or liability, for failure of the
Premises and/or Building, to comply with any federal, state or
local law, statute, rule or regulation, including without
limitation the disability access requirements under Title III of
the Americans with Disability Act and regulations thereunder. This
indemnity does not apply if the claim concerns noncompliance of the
Premises and/or the Building resulting from acts or failure to act
by Lessee in compliance with this Lease.
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C. Lessor shall
pay any mortgage payments and any interest and penalties thereon
that may become due related to the Building during the Initial Term
or any Renewal Term, as applicable.
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D. Lessor shall
abide by all laws, regulations, rules, and orders of any federal,
state, or local governmental authority concerning the ownership of
the Building, which may now or hereafter be in effect.
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13. USES
PROHIBITED
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Lessee
shall not commit, or suffer to be committed any waste upon the said
Premises, or any nuisance, or other act or thing which may disturb
the quiet enjoyment of the neighborhood or allow the Premises to be
used for any unlawful purpose, or place any harmful liquids in the
drainage system of the Building. No outside storage of any kind
shall be permitted on the Premises except in compliance with all
laws. Lessee shall not use, or permit said Premises, or any part
thereof, to be used for any purpose other than whatever is
permitted under local zoning laws.
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14.
ALTERATIONS & ADDITIONS
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Lessee
shall not make, or suffer to be made, any material alterations or
additions to the Premises, without the advance consent of Lessor,
which consent shall not be unreasonably withheld or delayed. Any
changes shall be made in a workmanlike manner so as not to weaken
the Building. Lessee will pay all the bills incurred for labor and
materials for any such alterations, additions and improvements. All
additions and improvements made by Lessee to the Premises shall
become a part thereof and shall remain the property of
Lessor.
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15.
MAINTENANCE
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Lessee’s sole responsibility to maintain
the Premises shall be to, at Lessee’s sole cost, keep and
maintain the interior of the Premises (not including mechanical
systems) in good and sanitary order, condition and repair, ordinary
wear and tear excepted.
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Except
as set forth in the immediately preceding paragraph, Lessor shall,
at Lessor’s sole cost, be responsible for the maintenance,
repair and replacement of the Premises and the Building and shall
keep the Premises and Building in good and sanitary order,
condition and repair, including without limitation the following:
(a) the roof, gutters, downspouts, foundation, and load bearing
walls of the Building and the Premises; (b) the exterior doors,
windows and walls of the Building; (c) all mechanical systems in or
about the Premises and the Building, including without limitation,
the plumbing, heating, air conditioning, and electrical; (d) water
damage to the Premises from the exterior of the Premises; (e)
drainage and sewer, gas pipe, and electric; (f) all common areas
located on or near the Premises or the Building, including without
limitation, the parking lot, walkways, driveways, signage,
lighting, landscaping, and snow and ice removal; (g) all repairs
necessary due to structural defects; and (h) any necessary repairs,
alterations, maintenance or replacements to the Premises and
Building (other than to the interior of the Premises) required by
any law, ordinance, order or regulation of any public
authority.
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16. FIRE AND
EXTENDED COVERAGE INSURANCE
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Lessee
shall at Lessee’s sole cost and expense, comply with any and
all requirements, pertaining to the interior of the Premises, of
any insurance organization or company necessary for the maintenance
of reasonable fire and public liability insurance, covering the
Premises. Lessee shall pay for an insurance policy for not less
than $1,000,000 for property damage liability insurance to cover
Lessor liability, naming Lessor as an additional insured and Lessee
shall obtain a written obligation on the part of the insurer to
notify Lessor in writing thirty (30) days prior to cancellation
thereof. Lessee shall be responsible for providing insurance for
Lessee’s personal property. Lessor shall keep the Premises,
the Building and improvements insured against loss or damage by
fire or other casualty insurable under standard special form, all
risk coverage in an amount not less than an amount sufficient to
have the insurance company waive co-insurance on partial
losses.
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17.
INDEMNIFICATION OF LESSOR AND LESSEE’S LIABILITY
INSURANCE
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Lessee, as a material part of the consideration
to be rendered to Lessor, hereby waives all claims against Lessor
for damages to goods, wares and merchandise, and all other personal
property, in, upon or about the Premises and for injuries to
persons in or about the Premises, from any cause arising at any
time; and Lessee will hold Lessor exempt and harmless from any
damage or injury to any person, or to the goods, wares and
merchandise and all other personal property of any person arising
from the use of the Premises by Lessee, from the failure of Lessee
to keep the interior of the Premises in good condition and repair
as herein provided. Lessee shall also secure and keep in force
public liability insurance covering the Premises insuring the
Lessee and naming Lessor as an additional insured. A copy of said
policy shall be delivered to Lessor upon request and the minimum
limits of coverage thereof shall be $3,000,000.00 and Lessee shall
obtain a written obligation on the part of the insurer to notify
Lessor in writing thirty (30) days prior to cancellation
thereof.
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18.
LESSOR’S INDEMNIFICATION OF LESSEE
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Lessor
agrees to defend, indemnify and hold harmless Lessee from any and
all claims, orders, demands, causes of action, proceedings,
judgments, suits, liabilities, losses, fines, penalties, costs,
expenses, and damages arising out of or related to: (i) the
Premises arising on or before the beginning of the Initial Term,
(ii) the Building, other than the Premises, (iii) events occurring
on or before the beginning of the Initial Term, (iv) any
forfeitures, fines, penalties, or other sanctions imposed as a
result of noncompliance by any person or entity other than Lessee
of any applicable rules, regulations, orders, laws or other
requirements, (v) a breach by Lessor of any representation,
warranty or covenant in this Lease, or (vi) any environmental claim
other than environmental claims resulting directly from the
negligence or intentional conduct of Lessee made by any person or
entity including but not limited to, any claim arising out of, in
any way relating to, or resulting from, directly or indirectly: (A)
a release or threatened release of a hazardous substance at the
Premises or the Building, (B) a violation or alleged violation of
or noncompliance with or alleged noncompliance with any
environ
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