Exhibit 10.1
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
[***] INDICATES THAT INFORMATION HAS BEEN REDACTED.
PATHWAY TRIANGLE
1000 SCIENCE DRIVE
MORRISVILLE, NORTH CAROLINA
Execution Date: | June 16, 2025 | ||
Tenant: | Liquidia Technologies, Inc., a Delaware corporation | ||
Tenant’s Mailing Address: | 419 Davis Drive, Suite 100 | ||
Landlord: | KING COMBS LLC, | ||
Building: | The biomanufacturing building located at 1000 Science Drive, Morrisville, North Carolina (the “Land”, being more particularly described on Exhibit 2 attached hereto and made a part hereof). The Building, commonly known as the “Building 1”, consists of two (2) stories, containing approximately 174,538 rentable square feet. | ||
Premises: | Approximately 70,131 rentable square feet of space in the Building comprising a portion of the first floor and a portion of the mezzanine, as more particularly shown on the Lease Plan attached hereto as Exhibit 1A (the “Lease Plan”). Landlord and Tenant stipulate and agree that the Rentable Square Footage of the Building and the Rentable Square Footage of the Premises are correct and shall not be remeasured. | ||
Property: | The Building, the Land, and other improvements located on, and to be constructed on, the Land. | ||
Campus: | The development known as Pathway Triangle, comprising the Property and those certain properties currently known and numbered as 500 Science Drive, 2000 Science Drive (the “2000 Science Drive Property”), 1800 Strand Street, and 0 Airport, together with improvements located on, and to be constructed on, said properties, | ||
including an approximately 201,899 square foot biomanufacturing building approximately known and numbered as 2000 Science Drive (“Building 2”), an approximately 126,000 square foot building research and development building (“Building 3”), an approximately 160,000 square foot biomanufacturing building (“Building 4”), an approximately 200,000 square foot biomanufacturing building (“Building 5”), and an approximately 140,000 square foot building research and development building (“Building 6”), all as shown on the Site Plan (the “Site Plan”) attached hereto as Exhibit 1B. | |||
Parking Areas: | The surface parking and, if applicable, parking structures, located, or to be located, on the Campus that Landlord provides for parking by all tenants of space on the Campus, subject to Section 1.3(a). Without limiting the generality of the foregoing, the parties acknowledge and agree that portions of the Parking Areas of the Campus not located on the Land will be constructed in phases subsequent to the Term Commencement Date. | ||
Term Commencement Date: | | ||
Expiration Date: | The date which is one hundred twenty-six (126) months after the Term Commencement Date, except that if the Term Commencement Date does not occur on the first day of a calendar month, then the Expiration Date shall be the last day of the one hundred twenty-sixth (126th) full calendar month after the Term Commencement Date. | ||
Extension Term(s): | Subject to Section 1.2 below, two (2) extension term(s) of five (5) year(s) each. | ||
Landlord’s Contribution: | | ||
Permitted Uses: | Subject to Legal Requirements and all applicable provisions of this Lease, including, without limitation, Article 11, principally and primarily biomanufacturing, as well as any ancillary uses related thereto, including office, clean warehousing, research, development, vivarium and laboratory use, and other ancillary uses related to the foregoing. | ||
Base Rent: | RENT YEAR | ANNUAL BASE RENT | MONTHLY PAYMENT |
| 1 | $3,120,829.50* | $260,069.13 |
| 2 | $[***] | $[***] |
| 3 | $[***] | $[***] |
| 4 | $[***] | $[***] |
| 5 | $[***] | $[***] |
| 6 | $[***] | $[***] |
| 7 | $[***] | $[***] |
| 8 | $[***] | $[***] |
| 9 | $[***] | $[***] |
| 10 | $[***] | $[***] |
| 11 | $[***]* | $[***] |
| *Annualized. Notwithstanding the foregoing, Tenant shall have no obligation to pay Base Rent with respect to the period of time commencing on the Term Commencement Date and expiring on the date immediately preceding the date which is six (6) months after the Term Commencement Date (the “Rent Abatement Period”). During the Rent Abatement Period, only Base Rent shall be abated, and all Additional Rent and other costs and charges specified in the Lease shall remain as due and payable pursuant to the provisions of the Lease. | ||
Rent Year: | Rent Year 1 shall be the twelve (12) month period commencing as of the Term Commencement Date, except that if the Term Commencement Date occurs on any day other than the first day of a calendar month, then Rent Year 1 shall commence as of the Term Commencement Date and shall end on the last day of the calendar month in which the first anniversary of the Term Commencement Date occurs. Each Rent Year after Rent Year 1 shall be the twelve (12) month period immediately following the preceding Rent Year, except that the final Rent Year shall end on the Expiration Date. | ||
Operating Costs and Taxes: | | ||
Tenant’s Share: | A fraction, the numerator of which is the number of rentable square feet in the Premises and the denominator of which is the number of rentable square feet in the Building. As of the Execution Date, Tenant’s Share with respect to the Premises is 40.18%. | ||
Letter of Credit: | $[***], all subject to Article 7 below. | ||
Guarantor: | Liquidia Corporation, a Delaware corporation | ||
LEASE PLAN - PREMISES | |
EXHIBIT 1B | SITE PLAN - CAMPUS |
EXHIBIT 1C | PLAN OF ROOFTOP PREMISES |
EXHIBIT 1D EXHIBIT 1E | PLAN OF PAD SITES PLAN OF TENANT’S PARKING AREAS |
EXHIBIT 2 | LEGAL DESCRIPTION – LAND |
EXHIBIT 3 | BASE BUILDING CAPACITIES |
EXHIBIT 4 | WORK LETTER |
EXHIBIT 4-1 | SCOPE OF LANDLORD’S WORK |
EXHIBIT 4-2 | TEST-FIT PLAN |
EXHIBIT 4-3 | SIGNAGE OPTIONS |
EXHIBIT 5 | FORM OF GUARANTY |
EXHIBIT 6 | FORM OF LETTER OF CREDIT |
EXHIBIT 7 | LANDLORD’S SERVICES |
EXHIBIT 8 | TENANT’S HAZARDOUS MATERIALS |
EXHIBIT 9 | RULES AND REGULATIONS |
EXHIBIT 9-1 | BUILDING RULES AND REGULATIONS |
EXHIBIT 9-2 | CONSTRUCTION RULES AND REGULATIONS |
EXHIBIT 10 | TENANT’S WORK INSURANCE SCHEDULE |
EXHIBIT 11 | FORM OF LIEN WAIVER |
EXHIBIT 12 | TENANT’S FORM OF CONFIDENTIALITY AGREEMENT |
TABLE OF CONTENTS
THIS INDENTURE OF LEASE (this “Lease”) is hereby made and entered into on the Execution Date by and between Landlord and Tenant.
Each reference in this Lease to any of the terms contained in any Exhibit attached to this Lease shall be deemed and construed to incorporate the data stated under that term in such Exhibit. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them as set forth in the Lease Summary Sheet which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:
| 1. | LEASE GRANT; TERM; APPURTENANT RIGHTS; EXCLUSIONS |
| 2. | RIGHTS RESERVED TO LANDLORD |
| 3. | CONDITION OF PREMISES; CONSTRUCTION. |
| 4. | USE OF PREMISES |
| 5. | RENT; ADDITIONAL RENT |
Landlord shall allocate Taxes which are incurred with respect to the Common Areas of the Campus on a reasonable basis. From and after substantial completion of any occupiable improvements constructed as part of a Future Improvements, if such improvements are not separately assessed, Landlord shall reasonably allocate Taxes between the Building and such improvements and the land area associated with the same.
| 6. | GUARANTY. |
Simultaneously with the execution of this Lease, Tenant shall deliver to Landlord an original guaranty in the form attached hereto as Exhibit 5 and made a part hereof (the “Guaranty”) executed by Guarantor as additional security for the payment and performance of all of Tenant’s obligations hereunder. The Guaranty shall remain in full force and effect throughout the Term.
| 7. | LETTER OF CREDIT |
| 8. | Intentionally deleted. |
| 9. | UTILITIES, LANDLORD’S SERVICES |
| 10. | MAINTENANCE AND REPAIRS |
| 11. | ALTERATIONS AND IMPROVEMENTS BY TENANT |
| 12. | SIGNAGE |
| 13. | ASSIGNMENT, MORTGAGING AND SUBLETTING |
| 14. | INSURANCE; INDEMNIFICATION; EXCULPATION |
| 15. | CASUALTY; TAKING |
| 16. | ESTOPPEL CERTIFICATE. |
Tenant shall at any time and from time to time upon not less than fifteen (15) days’ prior notice from Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying whether this Lease is unmodified and in full force and effect (or if there have been modifications, whether the same is in full force and effect as modified and stating the modifications), and the dates to which Rent has been paid in advance, if any, stating whether or not, to Tenant’s actual knowledge, Landlord is in default in performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, and such other facts as Landlord may reasonably request, it being intended that any such statement delivered pursuant hereto may be relied upon by Landlord, any prospective purchaser of the Building or of any interest of Landlord therein, any Mortgagee or prospective Mortgagee thereof, any lessor or prospective lessor thereof, any lessee or prospective lessee thereof, or any prospective assignee of any mortgage thereof. Time is of the essence with respect to any such requested certificate, Tenant hereby acknowledging the importance of such certificates in mortgage financing arrangements, prospective sales and the like.
| 17. | HAZARDOUS MATERIALS |
[***]
| 18. | RULES AND REGULATIONS. |
| 19. | LAWS AND PERMITS. |
| 20. | DEFAULT |
Wherever “Tenant “ is used in subsections (i), (j), (k), (l), (m), (n) or (o) of this Section 20.1, it shall be deemed to include any parent entity of Tenant and any guarantor of any of Tenant’s obligations under this Lease, including Guarantor.
If Landlord’s failure to perform any of its obligations under Section 10.2 of this Lease poses an imminent risk of damage or injury to persons or property, and if such failure materially adversely affects Tenant’s ability to operate its business in the ordinary course in accordance with
the terms of this Lease, then upon not less than forty-eight (48) hours’ prior written notice to Landlord (which notice may be via email and shall conspicuously state the following in bold caps: “TENANT NOTICE OF INTENTION TO EXERCISE SELF-HELP” and which notice shall include an explicit statement that such notice is a notice delivered pursuant to this Section 20.10 and Landlord’s failure to perform the specified obligation will trigger the provisions of this Section 20.10), Tenant shall have the right to cure such default or perform such obligation which Landlord failed to perform or cure, as the case may be, on Landlord’s behalf. Notwithstanding the foregoing, in the event that Landlord has commenced its obligations prior to Tenant’s commencement of such cure, and so long as Landlord thereafter diligently prosecutes such obligations to completion, the applicable period of time before which Tenant may take action to cure Landlord’s failure shall be extended to such period of time as Landlord reasonably requires to complete such obligations. In connection with any performance of Landlord’s obligations by Tenant hereunder (i) in no event shall any work or repairs performed by Tenant materially adversely affect the structure of the Building or any Building Systems; (ii) the insurance and indemnity provisions of this Lease shall apply to Tenant’s performance of such work or repairs; (iii) Tenant shall perform all such work or repairs in accordance with all applicable Legal Requirements; (iv) Tenant shall retain to effect such work or repairs only reputable and qualified contractors and suppliers as are duly licensed; and (v) Tenant shall effect such work or repairs in a good and workmanlike manner, consistent with the standards of the Building, using new or like new materials. Landlord shall reimburse Tenant within thirty (30) days after receipt of a reasonably detailed invoice for all reasonable costs and expenses actually incurred by Tenant in connection therewith.
| 21. | SURRENDER; ABANDONED PROPERTY; HOLD-OVER |
| 22. | MORTGAGEE RIGHTS |
| 23. | QUIET ENJOYMENT. |
Landlord covenants that so long as Tenant keeps and performs each and every covenant, agreement, term, provision and condition herein contained on the part and on behalf of Tenant to be kept and performed, Tenant shall peaceably and quietly hold, occupy and enjoy the Premises during the Term from and against the claims of all persons lawfully claiming by, through or under Landlord subject, nevertheless, to the covenants, agreements, terms, provisions and conditions of this Lease, any matters of record or of which Tenant has knowledge and to any Mortgage to which this Lease is subject and subordinate, as hereinabove set forth. Landlord represents and warrants that as of the date hereof, the Property is not encumbered by any existing Mortgage.
| 24. | NOTICES. |
Any notice, consent, request, bill, demand or statement hereunder (each, a “Notice”) by either party to the other party shall be in writing and shall be deemed to have been duly given when either delivered by hand or by nationally recognized overnight courier (in either case with evidence of delivery or refusal thereof) addressed as follows:
If to Landlord: | King Combs LLC c/o King Street Properties 800 Boylston Street, Suite 2400 Boston, MA 02199 |
With a copy to: | Goulston & Storrs PC One Post Office Square Boston, MA 02109 Attention: King Street |
if to Tenant: | Liquidia Technologies, Inc. 419 Davis Drive, Suite 100 Morrisville, NC 27560 Attn: Michael Hunter |
With a copy to: | Liquidia Technologies, Inc. 419 Davis Drive, Suite 100 Morrisville, NC 27560 Attn: Legal legal@liquidia.com |
Either party may at any time change the address or specify an additional address for such Notices by delivering or mailing, as aforesaid, to the other party a notice stating the change and setting forth the changed or additional address, provided such changed or additional address is within the United States. Notices shall be effective upon the date of receipt or refusal thereof.
| 25. | MISCELLANEOUS |
| 26. | RIGHT OF FIRST OFFER. |
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF the parties hereto have executed this Lease as of the Execution Date.
LANDLORD
KING COMBS LLC,
a Delaware limited liability company
By:_/s/ Andrew J. Moore_____________________
Name:_ Andrew J. Moore _________________
Title:_Senior Managing Director____________
TENANT
LIQUIDIA TECHNOLOGIES, INC.,
a Delaware corporation
By:_/s/ Roger Jeffs__________________________
Name:_Roger A. Jeffs___________________ _
Title:_Chief Executive Officer______________
EXHIBIT 1B
SITE PLAN – CAMPUS
[***]
EXHIBIT 1C
PLAN OF ROOFTOP PREMISES
[***]
EXHIBIT 1D
PLAN OF PAD SITES
[***]
EXHIBIT 1E
PLAN OF TENANT’S PARKING AREAS
[***]
BASE BUILDING CAPACITIES
Base Building delivery is in “shell” condition and as such the Base Building HVAC system is limited to the following:
| ● | Heating and summer ventilation is provided by three (3) gas fired heating units delivering 3,500 CFM per unit |
| ● | Electric unit heaters are provided in the stairwells and utility rooms |
| ● | The electric room has an 800 CFM exhaust fan |
The Building is served by a 10,000-amp electric service. The electrical system consists of two (2) – 277/480V 4,000 amp switchboard and one (1) – 277/480V 2,000 amp switchboard, which are installed in the Building.
Utility support:
| ● | 8” sewer line |
| ● | 4” domestic water line |
| ● | 8” fire line |
| ● | 4” gas line |
This Exhibit is attached to and made a part of the Lease (the “Lease”) by and between King Combs LLC, a Delaware limited liability company (“Landlord”), and Liquidia Technologies, Inc., a Delaware corporation (“Tenant”), for space located at 1000 Science Drive, Morrisville, North Carolina. Capitalized terms used but not defined herein shall have the meanings given in the Lease.
This Work Letter shall set forth the obligations of Landlord and Tenant with respect to the improvements to be performed in preparing the Premises for Tenant’s use. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.
I.Landlord’s Work.
1.Definitions. Landlord and Tenant acknowledge and agree that as of the Term Commencement Date, Landlord has constructed the core and shell of the Building and has performed all site work, including with respect to landscaping, parking, paving and delivery of utility connections to the Building. Tenant has inspected the Premises and agrees to accept the Premises in its “AS-IS”, “WHERE-IS” condition, without any obligation on the Landlord’s part to perform any additions, alterations, improvements, demolition or other work therein or pertaining thereto, or to incur any expense to prepare the Premises for Tenant’s occupancy, except for the Landlord’s Work (as hereinafter defined). Subject to delays due to Force Majeure, as defined in Section 25.16 hereof, and subject to any act or omission by Tenant and/or Tenant’s agents, servants, employees, consultants, contractors, subcontractors, licensees and/or subtenants (collectively with Tenant, the “Tenant Parties”) which causes an actual delay in the performance of Landlord’s Work (a “Tenant Delay”), Landlord, at Landlord’s sole cost and expense, shall perform the specific scope of work more particularly described on Exhibit 4-1 attached hereto (the “Landlord’s Work”). Landlord and Tenant acknowledge and agree that portions of the Landlord’s Work cannot be performed until Tenant has completed portions of Tenant’s Work consisting of pouring the floor slabs (the “Tenant’s Floor Slab Work”).
2.Cost of Landlord’s Work: Landlord shall bear the entire cost of the Landlord’s Work, except to the extent that the cost of the Landlord’s Work increases as the result of Tenant Delay.
3.Punchlist Items. Promptly following delivery of the Premises to Tenant with Landlord’s Work substantially complete, Landlord shall provide Tenant with a list (the “Punchlist”) of outstanding items (the “Punchlist Items”) which (a) need to be performed to complete Landlord’s Work, and (b) do not materially impair Tenant’s ability to use the Premises for the Permitted Use. Subject to Force Majeure and Tenant Delays, Landlord shall, unless
otherwise specified on the Punchlist, complete all Punchlist Items within sixty (60) days of the date of the Punchlist.
4.Landlord’s Warranty. Landlord hereby warrants and represents to Tenant that Landlord’s Work shall be performed in a good and workmanlike manner, and in accordance with all applicable Legal Requirements (“Landlord’s Warranty”). If, on or before the Warranty Expiration Date, Tenant gives Landlord written notice of any breach of Landlord’s Warranty promptly after Tenant becomes aware of such breach, Landlord shall, at no cost to Tenant (unless such breach was caused by any Tenant Party), correct or repair such breach as soon as conditions reasonably permit and as to which, in either case, Tenant shall have given notice to Landlord, as aforesaid. The “Warranty Expiration Date” shall mean the date occurring twelve (12) months after the Execution Date of this Lease. Except to the extent to which Tenant shall have given Landlord notice of respects in which Landlord has breached Landlord’s Warranty prior to the Warranty Expiration Date, Tenant shall be deemed conclusively to have: (i) approved Landlord’s Work, (ii) waived any claim that Landlord has breached Landlord’s Warranty, and (iii) have agreed that Tenant has no claim that Landlord has failed to perform any of Landlord’s obligations under Section I of this Exhibit 4. The provisions of this Section I.4 sets forth the Tenant’s sole and exclusive remedies for any breach of the Landlord’s Warranty. No cost incurred by Landlord in performing Landlord’s Work pursuant to this Section I.4 shall be included in Operating Costs.
II.Tenant’s Work.
1. Tenant’s Plans. In connection with the performance of the work necessary to prepare the Premises for Tenant’s occupancy and business operations, including without limitation, the installation of all furniture and fixtures (“Tenant’s Work”), substantially in accordance with the test fit plan attached hereto as Exhibit 4-2 (the “Test Fit Plan”), Tenant shall submit to Landlord for Landlord’s approval (i) the name of and other reasonably requested information regarding Tenant’s proposed architect, HVAC and MEP engineers and general contractor, Landlord hereby reserving the right to require that Tenant use a MEP engineer selected by Landlord; (ii) on or before July 31, 2025, a set of design/ development plans sufficient for Landlord to approve Tenant’s proposed design of the Premises (the “Design/ Development Plans”), and on or before September 30, 2025, a full set of construction drawings (“Final Construction Drawings”) for Tenant’s Work. Notwithstanding the foregoing to the contrary, Landlord hereby pre-approves Evans General Contractors and McDonald York as general contractors. The Design/ Development Plans and the Final Construction Drawings are collectively referred to herein as the “Plans.” Landlord’s approval of the architect, HVAC and MEP engineers and general contractor shall not be unreasonably withheld, conditioned or delayed. In addition, Landlord shall have the right to require its written approval, which shall not be unreasonably withheld, conditioned, or delayed, of any subcontractors performing any work affecting the structural elements of, or any of the utility or building service equipment or systems in, the Building. Landlord’s approval of the Design/Development Plans and the Final Construction Drawings shall not be unreasonably withheld, conditioned or delayed provided the Plans comply with the requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building and the Property. Without limiting the generality of the foregoing, the parties agree it shall be reasonable for Landlord to withhold or condition its approval of (or otherwise require changes to) (i) the Design/Development Plans with respect to any manner in which Landlord determines the Design/Development Plans are inconsistent with the Test Fit Plan,
and (ii) the Final Construction Drawings, with respect to any manner in which Landlord determines the Final Construction Drawings are inconsistent with the Design/Development Plans. Landlord’s approval is solely given for the benefit of Landlord and Tenant under this Section 3.4(a) and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of the Plans for any other purpose whatsoever. Landlord agrees to respond to any request for approval of the Plans within ten (10) business days after receipt thereof.
2.Performance of Tenant’s Work. All tenant improvement work in preparing the Premises for Tenant’s occupancy (“Tenant’s Work”) shall be performed by Tenant in accordance with the provisions of the Lease (including, without limitation, Section 11 and this Exhibit 4). Tenant’s Work shall be performed at Tenant’s sole cost and expense, except for Landlord’s Contribution, as hereinafter defined.
3.Completion of Tenant’s Work. Tenant shall Substantially Complete (hereinafter defined) Tenant’s Work on or before October 15, 2026 (the “Outside Tenant Work Completion Date”), provided that if Tenant is delayed in the performance of Tenant’s Work by reason of a Landlord Delay (as hereinafter defined) or other causes beyond Tenant’s reasonable control, the Outside Tenant Work Completion Date shall be extended by the period of time which Tenant is so delayed. For purposes hereof, Tenant’s Work shall be deemed “Substantially Complete” and “Substantial Completion” shall be deemed to have occurred if Tenant has and delivered to Landlord a copy of (i) a certificate of substantial completion from Tenant’s architect for Tenant’s Work, and (ii) a certificate of occupancy for the Premises from the Town of Morrisville, North Carolina. A “Landlord Delay” shall be defined as any default by Landlord in its obligations under the Lease that causes an actual delay in the completion of Tenant’s Work. Notwithstanding the foregoing, no event shall be deemed to be a Landlord Delay until and unless Tenant has given Landlord written notice (the “Landlord Delay Notice”) advising Landlord (i) that a Landlord Delay is occurring, (ii) of the basis on which Tenant has determined that a Landlord Delay is occurring, and (iii) the actions which Tenant believes that Landlord must take to eliminate such Landlord Delay, and Landlord has failed to correct the Landlord Delay specified in the Landlord Delay Notice within forty-eight (48) hours following receipt thereof. No period of time prior to expiration of such 48-hour period shall be included in the period of time charged to Landlord pursuant to such Landlord Delay Notice.
4.Cost of Tenant’s Work; Priority of Work. Except for Landlord’s Contribution (as hereinafter defined), all of Tenant’s Work shall be performed at Tenant’s sole cost and expense, and shall be performed in accordance with the provisions of this Lease (including, without limitation, Section 11). Landlord and Tenant acknowledge and agree that Landlord’s Work and Tenant’s Work shall be performed concurrently. Tenant shall take necessary reasonable measures to ensure that Tenant’s contractors cooperate in all commercially reasonable ways with Landlord’s contractors to avoid any delay in either Landlord’s Work or Tenant’s Work or any conflict with the performance of either Landlord’s Work or Tenant’s Work, Tenant acknowledging, however, that in the case of conflict, the performance of Landlord’s Work shall have priority. Tenant shall pay Landlord a construction management fee equal to one percent (1%) of the Landlord’s Contribution for Landlord’s services in managing the design and construction of the Tenant’s Work.
5.Landlord’s Contribution. As an inducement to Tenant’s entering into this Lease, Landlord shall, subject to the provisions of this Section II.5, provide to Tenant a tenant improvement allowance (“Landlord’s Contribution”) of up to [***] ($[***]) (i.e., equal to $[***] per rentable square foot of the Premises) (the “Maximum Amount of Landlord’s Contribution”), to be used by Tenant solely for costs incurred by Tenant in Tenant’s Work (“Permitted Costs”). For the purposes hereof, Permitted Costs shall not include: (i) the cost of any of Tenant’s Property (hereinafter defined), including without limitation telecommunications and computer equipment and all associated wiring and cabling, any de-mountable decorations, artwork and partitions, signs, and trade fixtures, (ii) the cost of any fixtures or Alterations that will be removed at the end of the Term, (iii) any fees paid to Tenant, any Affiliated Entity or Successor, and (iv) any so-called “soft costs.” Notwithstanding the foregoing to the contrary, up to ten percent (10%) of the Landlord’s Contribution may be utilized by Tenant toward the purchase and/or installation of (i) furniture, fixtures, and equipment, (ii) utilities including telephone, data cable, or any other information technology, (iii) personal property, (iv) signage, and (v) moving expenses (collectively, “Tenant Related Expenses”).
6.Budget. Tenant shall have no right to submit any requisition to Landlord on account of Permitted Costs until Tenant has submitted to Landlord a detailed good faith budget (“Budget”) of Permitted Costs. Tenant shall deliver to Landlord an update of the Budget at least once every two (2) months, but in any event after Tenant enters into a contract for the performance of Tenant’s Work with its contractor.
(i)Tenant shall submit to Landlord reasonably detailed documentation evidencing the then current Budget at the time of each Budget update. For the purposes hereof, Permitted Costs shall not include: (x) the cost of any of Tenant’s Property (hereinafter defined) including, without limitation, telecommunications and computer equipment and all associated wiring and cabling, any de-mountable decorations, artwork and partitions, signs, and trade fixtures, (y) the cost of any fixtures or Alterations that will be removed at the end of the Term, and (z) any fees paid to Tenant, any Affiliated Entity or Successor,
(ii)Requisitions. Landlord shall pay Landlord’s Proportion (hereinafter defined) of the cost shown on each requisition (hereinafter defined) submitted by Tenant to Landlord within thirty (30) days of submission thereof by Tenant to Landlord until the entirety of Landlord’s Contribution has been exhausted. “Landlord’s Proportion” shall be a fraction, the numerator of which is Landlord’s Contribution and the denominator of which the Budget for Permitted Costs, from time to time. A “requisition” shall mean AIA Documents G-702 and G-703 duly executed and certified by Tenant’s architect and general contractor (accompanied by, without limitation, invoices from Tenant’s contractors, vendors, service providers and consultants (collectively, “Contractors”) and partial lien waivers and subordinations of lien, as specified under Legal Requirements (“Lien Waivers”) with respect to the prior month’s requisition, and such other documentation as Landlord or any Mortgagee may reasonably request) showing in reasonable detail the costs of the item in question or of the improvements installed to date in the Premises, accompanied by certifications executed by the Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Vice President, or other officer of Tenant that the amount of the requisition in question does not exceed the cost of the items, services and work covered by such requisition. Landlord shall have the right, upon reasonable advance
notice to Tenant and not more often than one time per calendar month, to inspect Tenant’s books and records relating to each requisition in order to verify the amount thereof. Such inspection shall be at Landlord’s sole cost and expense. Tenant shall submit requisitions no more often than monthly.
The parties acknowledge that Tenant intends to perform the Tenant’s Work in multiple phases, and that Tenant does not intend to fit out the portion of the Premises depicted as “Vacant” on the Test Fit Plan as part of the initial phase of the Tenant’s Work. Provided that Tenant sequences the Tenant’s Work substantially as shown on the Test Fit Plan, Tenant shall be permitted to apply the Maximum Amount of Landlord’s Contribution toward the initial phase of the Tenant’s Work. In the event Tenant seeks to make any material changes to the Tenant’s Plans from the Test Fit Plan attached hereto, such that a materially greater portion of the Premises will not be improved as part of the initial phase of the Tenant’s Work, then (without limiting Landlord’s rights to review and approve of the Tenant’s Plans in accordance with this Exhibit 4), Landlord may, in Landlord’s reasonable discretion, condition its approval of such changes on Tenant only having the right to apply the pro-rata, proportionate amount of the Maximum Amount of Landlord’s Contribution to each resulting phase of the Tenant’s Work, which pro-rata amount shall, at Landlord’s election in Landlord’s reasonable discretion, either be based on (x) the rentable square feet of the applicable phase, or (y) the proportion of the Budget for the totality of the Tenant’s Work that is allocated to the applicable phase.
(iii) Notwithstanding anything to the contrary herein contained: (1) Landlord shall have no obligation to advance funds on account of Landlord’s Contribution more than once per month; (2) if Tenant fails to pay to Tenant’s contractors the amounts paid by Landlord to Tenant in connection with any previous requisition, Landlord shall thereafter have the right to have Landlord’s Contribution paid directly to Tenant’s contractors; (3) Landlord shall have no obligation to pay any portion of Landlord’s Contribution with respect to any requisition submitted after the date (the “Outside Requisition Date”) that is twenty-four (24) months after the Execution Date of the Lease; provided, however, that if Tenant certifies to Landlord that it is engaged in a good faith dispute with any contractor, such Outside Requisition Date shall be extended while such dispute is ongoing, so long as Tenant is diligently prosecuting the resolution of such dispute; (4) Tenant shall not be entitled to any unused portion of Landlord’s Contribution; (5) Landlord’s obligation to pay any portion of Landlord’s Contribution shall be conditioned upon there existing no Event of Default by Tenant in its obligations under this Lease at the time that Landlord would otherwise be required to make such payment; and (6) in addition to all other requirements hereof, Landlord’s obligation to pay the final ten percent (10%) of Landlord’s Contribution shall be subject to simultaneous delivery of all Lien Waivers relating to items, services and work performed in connection with Tenant’s Work. If Landlord declines to fund any requisition on the basis that, at the time that Tenant submitted such requisition to Landlord, Tenant is in default of its obligations under the Lease, then, if Tenant cures such default and so long as the Lease is still in full force and effect, Tenant shall again have the right to resubmit such requisition (as may be updated by Tenant for any work performed since the date of the previously submitted requisition) for payment subject to the terms and conditions of this Section III.3.
III.Miscellaneous
(e)Tenant’s Authorized Representative. Tenant designates Bob Bosley (email: [***], telephone [***]; “Tenant’s Representative”) as the only person authorized to act for Tenant pursuant to this Work Letter. Landlord shall not be obligated to respond to or act upon any request, approval, inquiry or other communication (“Communication”) from or on behalf of Tenant in connection with this Work Letter unless such Communication is in writing from Tenant’s Representative. Tenant may change either Tenant’s Representative at any time upon not less than five (5) business days advance written notice to Landlord.
(f)Landlord’s Authorized Representatives. Landlord designates [***] and [***] (email: [***], telephone [***]; and email: [***], telephone [***]; collectively, “Landlord’s Representatives”) as the only persons authorized to act for Landlord pursuant to this Work Letter. Tenant shall not be obligated to respond to or act upon any request, approval, inquiry or other Communication from or on behalf of Landlord in connection with this Work Letter unless such Communication is in writing from one of Landlord’s Representatives. Landlord may change either Landlord’s Representative at any time upon not less than five (5) business days advance written notice to Tenant.
(g)Tenant shall have the right, during the performance of Landlord’s Work, to have Tenant’s Representative participate in weekly construction meetings with Landlord and the Contractor as to the status of the performance of Tenant Improvement Work.
(h)Tenant shall have access to the Premises prior to the Term Commencement Date in accordance with the provisions of Section 3.4 of the Lease.
IV.Disputes.
Any disputes relating to provisions or obligations in this Lease in connection with Landlord’s Work or Tenant’s Work or this Exhibit 4 shall be submitted to arbitration in accordance with the provisions of applicable state law, as from time to time amended. Arbitration proceedings, including the selection of an arbitrator, shall be administered by JAMS and conducted pursuant to the rules, regulations and procedures from time to time in effect for JAMS. Notwithstanding the foregoing, the parties hereby agree that the arbitrator for any disputes relating to Landlord’s Work or Tenant’s Work shall be a construction consultant experienced in the construction of combination biomanufacturing, research and development, office and GMP buildings/parks in the Market Area, as mutually agreed upon by the parties, or, if not then designated by the parties, within ten (10) days after either party makes a request for arbitration hereunder, or (if the parties do not mutually agree upon such arbitrator) as designated by the Raleigh office of JAMS upon request by either party. Prior written notice of application by either party for arbitration (an “Arbitration Notice”) shall be given to the other at least ten (10) days before submission of the application to the said JAMS office in Raleigh; provided, however, that in no event may an Arbitration Notice be delivered prior to the expiration of the twenty (20) day period following delivery of a Dispute Notice (as hereinafter defined). The arbitrator shall hear the parties and their evidence. The decision of the arbitrator shall be binding and conclusive, and judgment upon the award or decision of the arbitrator may be entered in the appropriate court of law; and the parties consent to the jurisdiction of such court and further agree that any process or notice of motion or other application
to the Court or a Judge thereof may be served outside the State of North Carolina by registered mail or by personal service, provided a reasonable time for appearance is allowed. The costs and expenses of each arbitration hereunder and their apportionment between the parties shall be determined by the arbitrator in his award or decision. Except as otherwise expressly set forth in this Lease, no arbitrable dispute shall be deemed to have arisen under this Lease prior to the expiration of the period of twenty (20) days after the date of the giving of written notice (a “Dispute Notice”) by the party asserting the existence of the dispute to the other party, together with a description thereof sufficient for an understanding thereof. In connection with the foregoing, it is expressly understood and agreed that the parties shall continue to perform their respective obligations under the Lease during the pendency of any such arbitration proceeding hereunder (with any adjustments or reallocations to be made on account of such continued performance as determined by the arbitrator in his or her award).
EXHIBIT 4-2
TEST-FIT PLAN
[***]
EXHIBIT 4-3
SIGNAGE OPTIONS
[***]
FORM OF GUARANTY
FOR VALUE RECEIVED, and in consideration for, and as an inducement to KING COMBS LLC, a Delaware limited liability company (the “Landlord”) to make that certain lease (the “Lease”) with Liquidia Technologies, Inc., a Delaware corporation (“Tenant”), the undersigned Liquidia Corporation, a Delaware corporation, with an address of 419 Davis Drive, Suite 100, Morrisville, NC 27560 (“Guarantor”), unconditionally guarantees the timely and punctual payment of all Rent, as defined in the Lease, and other payments required to be paid by Tenant under the Lease, and the timely and prompt full performance and observance of all the covenants, conditions and agreements therein provided to be performed and observed by Tenant under the Lease. Guarantor expressly agrees that the validity of this agreement and the obligations of Guarantor shall in no way be terminated, affected or impaired by reason of the granting by Landlord of any indulgences to Tenant or by reason of the assertion by Landlord against Tenant of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by the relief of Tenant from any of Tenant’s obligations under the Lease by operation of law or otherwise (including, but without limitation, the rejection of the Lease in connection with proceedings under the bankruptcy laws now or hereafter enacted); Guarantor hereby waiving all suretyship defenses, to the extent permitted by law.
The obligations of Guarantor include the payment to Landlord of any monies payable by Tenant under any provisions of the Lease, at law, or in equity, including, without limitation, any monies payable by virtue of the breach of any warranty, the grant of any indemnity or by virtue of any other covenant of Tenant under the Lease.
Guarantor further covenants and agrees that this Guaranty shall remain and continue in full force and effect during the Term, as it may be extended, and as to any modification of the Lease, whether or not Guarantor shall have received any notice of or consented to such modification. Guarantor further agrees that its liability under this Guaranty shall be primary (and that the heading of this instrument and the use of the word “Guaranty” shall not be interpreted to limit the aforesaid primary obligations of Guarantor), and that in any right of action which shall accrue to Landlord under the Lease, Landlord may, at its option, proceed against Guarantor, any other guarantor, and Tenant, jointly or severally, and may proceed against Guarantor without having commenced any action against or having obtained any judgment against Tenant or any other guarantor. Guarantor irrevocably waives any and all rights Guarantor may have at any time prior to performance in full of all of the guaranteed obligations under this Guaranty (whether arising directly or indirectly, by operation of law or by contract or otherwise) to assert any claim against Tenant on account of payments made under this Guaranty, including, without limitation, any and all rights of or claim for subrogation, contribution, reimbursement, exoneration and indemnity, and further waives any benefit of and any right to participate in any security deposit or other collateral which may be held by Landlord; and Guarantor will not claim any set-off or counterclaim against Tenant in respect of any liability Guarantor may have to Tenant.
Guarantor hereby waives presentment, protest, notice of default, demand for payment, and all other suretyship defenses whatsoever with respect to any payment guaranteed under this
Guaranty, and agrees to pay unconditionally upon demand all amounts owed under the Lease. Guarantor further waives any setoff or counterclaim (except for any compulsory counterclaims that must be brought in an action commenced by Landlord against Tenant or Guarantor) that Tenant or Guarantor may have or claim to have against Landlord. Guarantor hereby agrees to indemnify Landlord and hold it harmless from and against all loss and expense, including actual reasonable legal fees, suffered or incurred by Landlord as a result of claims to avoid any payment received by Landlord from Tenant with respect to the obligations of Tenant under the Lease. If Landlord retains an attorney to enforce this Guaranty or to bring any action or any appeal in connection with this Guaranty, the Lease, or the collection of any payment under this Guaranty or the Lease, Landlord shall be entitled to recover its actual reasonable attorneys’ fees, costs and disbursements in connection therewith, as determined by the court before which such action or appeal is heard, in addition to any other relief to which Landlord may be entitled.
Guarantor represents to Landlord that Guarantor owns, directly or indirectly, a majority of the outstanding ownership interests of Tenant.
It is agreed that the failure of Landlord to insist in any one or more instances upon a strict performance or observance of any of the terms, provisions or covenants of the Lease or to exercise any right therein contained shall not be construed or deemed to be a waiver or relinquishment for the future of such term, provision, covenant or right, but the same shall continue and remain in full force and effect. Receipt by Landlord of rent with knowledge of the breach of any provision of the Lease shall not be deemed a waiver of such breach.
No subletting, assignment or other transfer of the Lease, or any interest therein, shall operate to extinguish or diminish the liability of Guarantor under this Guaranty; and wherever reference is made to the liability of Tenant named in the Lease, such reference shall be deemed likewise to refer to Guarantor.
All payments becoming due under this Guaranty and not paid within ten (10) days after written notice from Landlord that the same is due shall bear interest from the applicable due date until received by Landlord at the rate set forth in Section 5.4(a) of the Lease for late payments.
It is further agreed that all of the terms and provisions hereof shall inure to the benefit of the successors and assigns of Landlord, and shall be binding upon the successors and assigns of Guarantor. Each reference in this Guaranty to Guarantor shall be deemed to include the successors and assigns of Guarantor, all of whom shall be bound by the provisions of this Guaranty; provided, however, notwithstanding any such assignment, the original Guarantor shall remain fully and completely liable and responsible for all of its obligations, duties, and liabilities under this Guaranty. In no event shall this Guaranty be assigned, transferred, modified or amended without the prior written consent of Landlord in each instance. Landlord shall have the unrestricted right to assign this Guaranty in connection with an assignment of the landlord’s interest in the Lease without the consent of, or any other action required by, Guarantor.
Guarantor shall at any time and from time to time upon not less than thirty (30) days’ prior written notice from Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying that this Guaranty is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the
modifications), it being intended that any such statement delivered pursuant hereto may be relied upon by Landlord, any prospective purchaser of the Building or of any interest of Landlord therein, any Mortgagee or prospective Mortgagee thereof, any lessor or prospective lessor thereof, any lessee or prospective lessee thereof, or any prospective assignee of any mortgage thereof.
Guarantor hereby agrees that this Guaranty shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to principles of conflict of laws. Guarantor hereby agrees that all actions to enforce this Guaranty, and all disputes arising, directly or indirectly, out of or relating to this Guaranty, shall be dealt with and adjudicated in the state courts of the State of North Carolina or the federal courts for the State of North Carolina and for that purpose hereby expressly and irrevocably submits itself to the sole and exclusive jurisdiction of such courts. Guarantor waives any and all rights under the laws of any state or the United States or otherwise to object to such jurisdiction. Guarantor agrees that so far as is permitted under applicable law, this consent to personal jurisdiction shall be self-operative and no further instrument or action, other than service of process as otherwise permitted by law, shall be necessary in order to confer jurisdiction upon it in any such court.
Any notice, consent, request, bill, demand or statement hereunder (each, a “Notice”) by either party to the other party shall be in writing and shall be deemed to have been duly given when either delivered by hand or by nationally recognized overnight courier (in either case with evidence of delivery or refusal thereof). Notices shall be effective upon the date of receipt or refusal thereof. Except as otherwise stated in this Guaranty, any notice, consent, demand, invoice, statement or other communication required or permitted to be given pursuant to this Guaranty shall be addressed to Guarantor and to Landlord as set forth below. Either party may, by notice to the other given pursuant to this Section, specify additional or different addresses for notice purposes.
If to Landlord: King Combs LLC
800 Boylston Street, Suite 2400
With copies to:Goulston & Storrs PC
One Post Office Square, 25th Floor
If to Guarantor: Liquidia Corporation
419 Davis Drive, Suite 100
Morrisville, NC 27560
IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed under seal as of this ____ day of May, 2025.
WITNESS: | LIQUIDIA CORPORATION, a Delaware corporation, |
_________________By:
Name:________________________
Title: _________________________
DRAFT
THIS DRAFT LC IS PROVIDED TO YOU AT YOUR REQUEST AND THERE IS NO OBLIGATION ON OUR PART
DESPITE OUR ASSISTANCE IN THE PREPARATION OF THIS DRAFT LC. THE DRAFT LC IS NOT TO BE
CONSTRUED AS EVIDENCE OF COMMITMENT ON OUR PART TO ISSUE OR ADVISE SUCH LC’S IN THE FUTURE.
PLEASE QUOTE OUR PRE-VET REFERENCE NUMBER I N ALL FUTURE CORRESPONDENCE INCLUDING
APPLICATION ONCE SUBMITTED.
PRE-VET REF:
*********************************************
JPMORGAN CHASE BANK N.A.
Trade & Working Capital Operations
10410 Highland Manor Drive, Floor 03
Tampa, Florida 33610-9128
IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER _________ DATED: ________
To: KING COMBS LLC
C/O KING STREET PROPERTIES
800 BOYLSTON STREET, SUITE 2400
BOSTON, MA 02199
DEAR SIR/MADAM:
WE HEREBY ISSUE OUR IRREVOCABLE STANDBY LETTER OF CREDIT IN YOUR FAVOR.
BENEFICIARY: KING COMBS LLC
C/O KING STREET PROPERTIES
800 BOYLSTON STREET, SUITE 2400
BOSTON, MA 02199
ACCOUNT PARTY: LIQUIDIA TECHNOLOGIES, INC.
419 DAVIS DRIVE, SUITE 100
MORRISVILLE, NORTH CAROLINA 27560
DATE OF EXPIRY:
PLACE OF EXPIRY: OUR COUNTERS
AMOUNT:
APPLICABLE RULES: ISP LATEST VERSION
WE HEREBY ISSUE THIS LETTER OF CREDIT FOR THE ACCOUNT OF ACCOUNT PARTY.
FUNDS UNDER THIS CREDIT ARE AVAILABLE AT SIGHT WITH JPMORGAN CHASE BANK, N.A. UPON PRESENTATION OF BENEFICIARY'S SIGNED AND DATED STATEMENT READING AS FOLLOWS:
BENEFICIARY IS ENTITLED TO DRAW UPON THIS LETTER OF CREDIT UNDER THAT CERTAIN LEASE ORIGINALLY DATED AS OF JUNE 16, 2025, BY AND BETWEEN BENEFICIARY, AS LANDLORD, AND ACCOUNT PARTY, AS TENANT, AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED TO DATE. WE HEREBY DEMAND THE AMOUNT OF USD________ UNDER JPMORGAN CHASE BANK, N.A. LETTER OF CREDIT NUMBER ____”
IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL BE AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR ADDITIONAL ONE YEAR PERIODS FROM THE PRESENT OR EACH FUTURE EXPIRATION DATE, UNLESS AT LEAST SIXTY (60) DAYS PRIOR TO THE CURRENT EXPIRY DATE WE SEND NOTICE IN WRITING TO YOU AT THE ABOVE ADDRESS BY CERTIFIED MAIL OR NATIONAL COURIER SERVICE, THAT WE ELECT NOT TO AUTOMATICALLY EXTEND THIS LETTER OF CREDIT FOR ANY ADDITIONAL PERIOD. HOWEVER IN NO EVENT SHALL THIS LETTER OF CREDIT BE AUTOMATICALLY EXTENDED BEYOND THE FINAL EXPIRY DATE OF JANUARY 31, 2037.
PARTIAL AND MULTIPLE DRAWINGS ARE ALLOWED.
THIS LETTER OF CREDIT IS TRANSFERABLE, BUT ONLY IN ITS ENTIRETY, AND MAY BE SUCCESSIVELY TRANSFERRED. TRANSFER OF THIS LETTER OF CREDIT SHALL BE EFFECTED BY US UPON YOUR SUBMISSION OF THIS ORIGINAL LETTER OF CREDIT, INCLUDING ALL AMENDMENTS, IF ANY, ACCOMPANIED BY OUR TRANSFER REQUEST FORM DULY COMPLETED AND EXECUTED. THE FORM OF WHICH IS ATTACHED HERETO AS EXHIBIT A. IN ANY EVENT, THIS LETTER OF CREDIT MAY NOT BE TRANSFERRED TO ANY PERSON OR ENTITY LISTED IN OR OTHERWISE SUBJECT TO, ANY SANCTION OR EMBARGO UNDER ANY APPLICABLE RESTRICTIONS. CHARGES AND FEES RELATED TO SUCH TRANSFER WILL BE FOR THE ACCOUNT OF THE ACCOUNT PARTY. HOWEVER, OUR ABILITY TO COLLECT ANY SUCH FEES SHALL NOT AFFECT THE TRANSFER OF THIS LETTER OF CREDIT.
WE ENGAGE WITH YOU THAT DOCUMENTS DRAWN AND PRESENTED UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS LETTER OF CREDIT SHALL BE DULY HONORED IF PRESENTED AT OUR COUNTERS AT 10410 HIGHLAND MANOR DRIVE, FLOOR 03, TAMPA, FL 33610-9128, ATTN: TRADE OPERATIONS-STANDBY LCS, ON OR BEFORE THE EXPIRATION DATE. ALL PAYMENTS DUE HEREUNDER SHALL BE MADE BY WIRE TRANSFER TO THE BENEFICIARY’S ACCOUNT PER THEIR INSTRUCTIONS. ALL DOCUMENTS PRESENTED MUST BE IN ENGLISH.
DRAWINGS HEREUNDER MAY BE PRESENTED BY FACSIMILE/TELECOPY (''FAX'') TO FAX NUMBER 856-294-5267 UNDER TELEPHONE PRE-ADVICE TO 1-800-634-1969.
SUCH FAX PRESENTATION(S) MUST BE RECEIVED ON OR BEFORE THE EXPIRY DATE IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT. ANY SUCH FAX PRESENTATION SHALL BE CONSIDERED THE SOLE OPERATIVE INSTRUMENT OF DRAWING. IN THE EVENT OF PRESENTATION BY FAX, THE ORIGINAL DOCUMENTS SHOULD NOT ALSO BE PRESENTED.
THIS LETTER OF CREDIT MAY BE CANCELLED PRIOR TO EXPIRATION PROVIDED THE ORIGINAL LETTER OF CREDIT (AND AMENDMENTS, IF ANY) ARE RETURNED TO JPMORGAN CHASE BANK, N.A., AT OUR ADDRESS AS INDICATED HEREIN, WITH A STATEMENT SIGNED BY THE BENEFICIARY STATING THAT THE ATTACHED LETTER OF CREDIT IS NO LONGER REQUIRED AND IS BEING RETURNED TO THE ISSUING BANK FOR CANCELLATION.
THIS LETTER OF CREDIT IS GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND, EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, TO THE INTERNATIONAL STANDBY PRACTICES, ICC PUBLICATION NO. 590 (THE "ISP98"), AND IN THE EVENT OF ANY CONFLICT ISP98 WILL CONTROL, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. ANY DISPUTES ARISING FROM OR IN CONNECTION WITH THIS STANDBY LETTER OF CREDIT SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN.
PLEASE ADDRESS ALL CORRESPONDENCE REGARDING THIS STANDBY LETTER OF CREDIT QUOTING OUR REFERENCE NUSCGSXXXXX TO:
JPMORGAN CHASE BANK, N.A.
ATTN: TRADE OPERATIONS - STANDBY LCS
10410 HIGHLAND MANOR DRIVE, FLOOR 03
TAMPA, FL 33610-9128
ALL INQUIRIES REGARDING THIS TRANSACTION MAY BE DIRECTED TO OUR CLIENT SERVICE GROUP AT THE FOLLOWING TELEPHONE NUMBER OR EMAIL ADDRESS QUOTING OUR REFERENCE _________.
TELEPHONE NUMBER 1-800-634-1969
EMAIL ADDRESS: [***]
YOURS FAITHFULLY,
JPMORGAN CHASE BANK, N.A.
…………………………………………………..
Authorized Signature
1. | Hot and cold water to the common area lavatories |
2. | Electricity for building common areas |
3. | HVAC services to the Building common areas and the Premises (but excepting those areas served by HVAC solely dedicated to any tenant). |
4. | Maintenance and repair of the Property as described in Section 10.2 |
5. | Elevator service for common Building elevators, if applicable |
6. | Common Area trash removal |
7. | Snow removal |
8. | Exterior grounds and parking maintenance |
9. | Management services |
10. | Building security systems and services |
11. | Maintenance of common Building life safety systems (fire alarm and sprinkler), if applicable (but excluding any such systems within and exclusively serving the Premises) |
12. | Such other services as Landlord reasonably determines are necessary or appropriate for the Property. |
BUILDING RULES AND REGULATIONS
A.General
1.Tenant and its employees shall not in any way obstruct the sidewalks, halls, stairways, or exterior vestibules of the Building, and shall use the same only as a means of passage to and from their respective offices. At no time shall tenants permit its employees, contractors, or other representatives to loiter in Common Areas or elsewhere in and about the Property.
2.Corridor doors, when not in use, shall be kept closed.
3.Areas used in common by tenants shall be subject to such regulations as are posted therein.
4. Any tenant or vendor sponsored activity or event in the Common Areas must be approved and scheduled through Landlord’s representative, which approval shall not be unreasonably withheld.
5No animals, except seeing eye dogs or any other animals legally permitted under the ADA, shall be brought into or kept in, on or about the Premises or Common Areas, except as approved by Landlord.
6.Alcoholic beverages (without Landlord’s prior written consent), illegal drugs or other illegal controlled substances are not permitted in the Common Areas, nor will any person under the influence of the same be permitted in the Common Areas. Landlord reserves the right to exclude or expel from the Building any person who, in the judgment of the Landlord, is under the influence of alcohol or drugs, or shall do any act in violation of the rules and regulations of the Building.
7.No firearms or other weapons are permitted in the Common Areas.
8.No fighting or “horseplay” will be tolerated at any time in the Common Areas.
9.Tenant shall not cause any unnecessary janitorial labor or services in the Common Areas by reason of Tenant’s carelessness or indifference in the preservation of good order and cleanliness.
10.Smoking and discarding of smoking materials by Tenant and/or any Tenant Party is permitted only in exterior locations designated by Landlord. Tenant will instruct and notify its employees and visitors of such policy.
11.Bicycles and other vehicles are not permitted inside or on the walkways outside the Building, except in those areas specifically designated by Landlord for such purposes
12.Tenant shall not operate or permit to be operated on the Premises any coin or token operated vending machine or similar device (including, without limitation, telephones, lockers,
toilets, scales, amusement devices and machines for sale of beverages food, candy, cigarettes or other goods), except for those vending machines or similar devices which are for the sole and exclusive use of Tenant’s employees and located within the Tenant’s Premises.
13.Canvassing, soliciting, and peddling in or about the Building is prohibited. Tenant, its employees, agents and contractors shall cooperate with said policy, and Tenant shall cooperate and use best efforts to prevent the same by Tenant’s invitees.
14.Fire protection and prevention practices implemented by the Landlord from time to time in the Common Areas, including participation in fire drills, must be observed by Tenant at all times.
15.Except as provided for in the Lease, no signs, advertisements or notices shall be painted or affixed on or to any windows, doors or other parts of the Building that are visible from the exterior of the Building unless approved in writing by the Landlord.
16.The restroom fixtures and water fountains, if any, shall be used only for the purpose for which they were constructed and no rubbish, ashes, or other substances of any kind shall be thrown into them. Tenant will bear the expense of any damage resulting from misuse.
17.Tenant will not interfere with or obstruct any building central HVAC, electrical, or plumbing systems.
18.Tenant shall have the right to designate a pest control service company of its choosing to control pests in the Premises. Except as included in Landlord’s Services, Tenant shall bear the cost and expense of such pest control services.
19.Tenant shall not install, operate or maintain in the Premises or in any other area of the Building, any electrical equipment which would overload the electrical system or any part thereof beyond its capacity for proper, efficient and safe operation as determined by Landlord, taking into consideration the overall electrical system and the present and future requirements of the Building.
20.Tenant shall not use more than its proportionate share of telephone lines available to service the Building.
21.Tenants shall not perform improvements or alterations within the Building or their Premises, if the work has the potential of disturbing the fireproofing which has been applied on the surfaces of structural steel members, without the prior written consent of Landlord, subject to the provisions of the Lease.
22.Tenant shall manage its waste removal and janitorial program, at its sole cost and expense, keeping any recyclables, garbage, trash, rubbish and refuse in vermin proof containers for Tenant’s sole use within the Landlord designated area until removed with all work to be performed during non-business hours.
23.Lab operators who travel outside lab space must abide by the one glove rule and remove lab coats where predetermined.
24.Chemical lists and MSDS sheets must be readily available at the entrance to each lab area. In the event of an emergency, first responders will require this information in order to properly evaluate the situation.
25.Tenant shall provide Landlord, in writing, the names and contact information of two (2) representatives authorized by Tenant to request Landlord services, either billable or non-billable and to act as a liaison for matters related to the Premises.
26.Parking of any trailers, trucks, motor homes, or unregistered vehicles in the parking lots is prohibited. All vehicles that need to remain on site for an extended period of time need prior written permission from Landlord or its property management and, if applicable, registered with security for the Campus.
27.Tenants shall not use more than its proportionate share of Base Building Central HVAC or electrical capacity, subject to the provisions of the lease.
B. Access & Security
1.Landlord reserves the right to close and keep locked all entrance and exit doors of the Building during the hours Landlord may deem advisable for the adequate protection of the Property. Use of the Building and the leased Premises before 8 AM or after 6 PM, or any time during Saturdays, Sundays or legal holidays shall be allowed only to persons with a key/card key to the Building or guests accompanied by such persons. Any persons found in the Building after hours without such keys/card keys are subject to the surveillance of building staff.
2. Tenant shall not place any additional lock or locks on any exterior door in the Premises or Building or on any door in the Building core within the Premises, including doors providing access to the telephone and electric closets and the slop sink, without Landlord’s prior written consent. A reasonable number of keys to the locks on the doors in the Premises shall be furnished by Landlord to Tenant at the cost of Tenant, and Tenant shall not have any duplicate keys made. All keys shall be returned to Landlord at the expiration or earlier termination of this Lease.
3. Landlord may from time to time adopt appropriate systems and procedures for the security or safety of the Building, its occupants, entry and use, or its contents, provided that Tenant shall have access to the Building 24 hours per day, 7 days a week. Tenant, Tenant’s agents, employees, contractors, guests and invitees shall comply with Landlord’s reasonable requirements relative thereto.
4. Tenant acknowledges that Property security problems may occur which may require the employment of extreme security measures in the day-to-day operation of the Common Areas. Accordingly, Tenant agrees to cooperate and cause its employees, contractors, and other representatives to cooperate fully with Landlord in the implementation of any reasonable security procedures concerning the Common Areas.
5. Tenant and its employees, agents, contractors, invitees and licensees are limited to the Premises and the Common Areas. Tenants and its employees, agents, contractors, invitees and
licensees may not enter other areas of the Campus (other than the Common Areas) except when accompanied by an escort from the Landlord.
C. Shipping/Receiving
1. Dock areas for the Building shall not be used for storage or staging by Tenant except in the loading dock for the Premises or Building, as the case may be, as permitted in the Lease.
2.In no case shall any truck or trailer be permitted to remain in a loading dock area for more than 60 minutes, except with prior written notice to Landlord, which notice may be given via email, provided that, in any event Landlord shall have the right, in good faith, to require Tenant to adjust its schedule for the use of the dock areas based upon the needs of the other tenants of the Building and Building operations.
3.There shall not be used in any Common Area, either by Tenant or by delivery personnel or others, in the delivery or receipt of merchandise, any hand trucks, except those equipped with rubber tires or wheels and sole guards.
4.Lab operators carrying any lab related materials may only travel within the Premises. At no time should any lab materials travel in the Common Areas, except at the loading dock and freight elevator for the Premises or Building, as the case may be.
5.Any dry ice brought into the building must be delivered through the loading dock.
6. All nitrogen tanks must travel through the loading dock and should never be left unattended outside of the Premises except as otherwise set forth in the Lease.
BUILDING RULES AND REGULATIONS
TENANT CONSTRUCTION
BUILDING RULES AND REGULATIONS
THE RULES MUST BE POSTED AT THE JOB SITE AT ALL TIMES!
1. | Parking. Parking Areas are designated by the Management Office and are subject to change at any time. Construction personnel are required to park in the Parking Areas designated by the Management Office. Failure to adhere to this regulation will result in the towing of the vehicle in violation at the owner’s expense. |
2. | Access. Building entrances; lobbies, passages, corridors, public elevators, stairways, and other common areas may not be encumbered, or obstructed by the contractor, or contractor’s agents during construction of the tenant’s lease premises. Material deliveries must be scheduled in advance through the Management Office and coordinated with the Cushman & Wakefield representative. Contractors are not to use Tenant phones, or Restrooms under any circumstances. Construction personnel found using phones, or restrooms located in the tenant’s suite will be asked to immediately leave the premises and will not be allowed to return. |
3. | Each contractor is responsible for their subcontractor, and for the actions of their personnel including clean-up of work and construction traffic. No alcoholic beverages, glass containers, or “controlled substances” are allowed on the premises. All work must be scheduled through the Management Office and include a list of contractors performing work prior to the start of the work. After-hours work must be scheduled through the Management Office 24 hours before the activity will occur. Weekend activity must be scheduled by Friday at 9 a.m. Contractors will not be allowed to work in the Building after hours, or on weekends unless the procedures outlined above have been followed. |
All after-hours work must be supervised by the general contractor. There will be no exceptions to this rule.
Prior to the commencement and upon completion of each job, a walk-through of public areas will be made, i.e. restrooms, etc., and any subsequent damages will be the responsibility of the contractor. The contractor shall be responsible for cleaning the assigned restrooms each day at his own expense.
4. | Noise and Vapor Restrictions. Any work that would cause inconvenience to other tenants in the Building, or that must be done in an occupied space must be done after hours or on the weekend. Structural modifications, floor penetrations created with the use of core drilling machines, pneumatic hammers, etc., shall be performed before 7:30 a.m. or after 7:00 p.m. Likewise, any construction operations causing excessive noise, dust, vapors must be conducted during these hours. |
When construction is on an occupied multi-tenant floor, noise, i.e., radios, loud talking, noise from equipment, etc., must be kept to a minimum. On these multi-tenant floors, public restrooms are not to be used by contractors.
A Cushman & Wakefield superintendent, or the Property Manager will have the sole authority to determine if an operation is causing excessive noise, dust, or vapors.
5. | Landlord has the right to inspect work at any time and may reject work that does not conform to code, tenant’s plans, or work that may affect the exterior appearance, structural components, or service system of the building. |
6. | Mechanical and electrical shop drawings must be reviewed and approved by Landlord’s approved engineer. Prior to starting work, the general, mechanical, and electrical contractors must review the work with the Landlord’s facilities manager and facilities supervisor. |
All panels and transformers are to match the Building standard systems and all materials and methods used to connect panels and transformers must be approved by Landlord.
Unscheduled outages of any utility, or Building service is strictly prohibited.
7. | Dust and air contamination are to be controlled with temporary partitions which are sealed adequately to prevent dust from entering leased areas or mechanical equipment. Floor sweep or a comparable material will be used when sweeping concrete or tile floors. |
8. | Clean-up of Common and Lease Areas. The Premises must be kept in a clean, orderly fashion at all times and free of potential safety and fire hazards. A general clean-up of the space under construction is to be performed on a daily basis. Final clean-up will be the responsibility of the contractor, which is to include all vacuuming and dusting as required. Failure to adequately keep the work area clean and accessible will result in Cushman & Wakefield using its own forces to achieve this through whatever means determined necessary, and the total cost will be deducted from the contract. |
9. | Trash Removal. Contractor is responsible for removing all construction debris and trash from the construction site. UNDER NO circumstances shall trash, or construction debris be allowed to accumulate. Trash removal must be coordinated through the Cushman & Wakefield Management Office. No vehicles, or dumpsters will be allowed to remain stationary on the site. |
Under no circumstances is the Landlord’s dumpster to be used.
10. | If any fire sprinkler work, or modification to the fire sprinkler system is required, the system must be back in operation at the end of the work day. Under no circumstances shall the fire sprinkler system be left inoperative overnight. The facilities manager must be notified each morning of the location of and type of sprinkler work to be performed. The engineer hourly rate of $75.00 will be charged for routine work and/or extended regular hour work. |
11. | Existing pull stations and horns and strobes located throughout the Building will remain live during construction. |
12. | It shall be the responsibility of the general contractor to complete all punch list items before the Tenant move-in date or the stipulated completion date. |
13. | All construction staging, storage, and temporary contractor facilities will be located in specific areas assigned by Landlord. Contractors will be responsible for the maintenance, housekeeping, and demolition of all temporary facilities. |
14. | Any removal, replacement, or repair work to a base Building system to accommodate work directed by the Tenant, or unforeseen interference (i.e., sprinkler head conflicts) which is not part of the Work, will be performed by the Tenant’s contractor at Tenant’s sole expense. |
15. | No fire arms or weapons are permitted on the property. |
16. | Insurance. Contractors will be required to carry standard requirements incorporating both the owner and Cushman & Wakefield as additionally insured parties. |
17. | At no time is any welding, or cutting with a torch to be used in the building without prior approval and coordination from the Management Office. Hot work permits may be required depending on the status of the project for all hot work including welding, soldering, and torch cutting. All hot work requires a fire extinguisher supplied by the contractor and must be in the immediate vicinity and easily accessible. Fire extinguishers must be inspected at least monthly. |
18. | A copy of these regulations shall be posted on the job site for all parties to observe. Contractor is responsible for instructing all of his personnel, subcontractors and suppliers to comply with these regulations. |
19. | ALL PASSENGER ELEVATORS AND PUBLIC AREAS SHALL BE RESTRICTED AND OFF LIMITS TO ALL CONSTRUCTION PERSONNEL. Under no circumstances shall the exit stairwells be used for access to/from the first floor. All construction personnel for this project shall only use the freight elevator from the first floor back lobby. Under no circumstances shall the main entrance to the Building or the garage passenger elevators be used for access. |
All deliveries of materials and equipment must be scheduled at least twenty-four (24) hours prior to their delivery through Landlord’s management office on the Campus. The contractor will be provided access to the freight elevator to be used in the “independent mode” for after-hours deliveries. The Contractor shall provide an operator during work hours to ensure correct and safe usage. Contractor shall keep the elevator cab and door tracks clean and free of all debris. Contractor shall be responsible for repair costs incurred due to misuse or damage caused by his forces. All major deliveries must be made between the hours of 11:00 p.m. to 7:00 a.m. Monday through Friday and all day long on Saturday and Sunday. Contractor will be charged for having an engineer on duty to assist with deliveries when the loading dock is closed. Additional charges incurred due to non-
standard elevator use (i.e., moving freight on top of elevator cab) shall be paid by the General Contractor.
Your signature below signifies that you have read the rules above and agree to abide by all of them.
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Effective Date:____________ | ||
TENANT’S WORK INSURANCE SCHEDULE
Tenant shall, at its own expense, maintain and keep in force, or cause to be maintained and kept in force by any general contractors, sub-contractors or other third party entities where required by contract, throughout any period of alterations to the Premises or the Building by Tenant, the following insurance coverages:
Builders Risk insurance coverage may be provided by the general contractor on a blanket builders risk policy with limits adequate for the project, and evidencing the additional insureds as required in the Lease.
(2)Liability Insurance. General Liability, Umbrella/Excess Liability, Workers Compensation and Auto Liability coverage as follows:
(a)General Liability | $1,000,000 per occurrence $1,000,000 personal & advertising injury $2,000,000 products/completed operations aggregate |
The General Contractor is required to maintain, during the construction period and up to 3 years after project completion, a General Liability insurance policy, covering bodily injury, personal injury, property damage, completed operations, with limits to include a $1,000,000 limit for blanket contractual liability coverage and adding Landlord as additional insured as respects the project during construction and for completed operations up to 3 years after the end of the project. Landlord requires a copy of the ISO 20 10 11 85 Additional Insured endorsement, showing Landlord as an additional insured to the GC’s policy.
(b)Auto Liability | $1,000,000 combined single limit (Any Auto) for bodily injury and property damage, hired and non-owned coverages. |
(c) Workers Compensation Employers Liability | Statutory Limits $1,000,000 each accident* $1,000,000 each employee* |
$1,000,000 policy limit* * or such amounts as are customarily obtained by operators of comparable businesses |
General Contractor shall ensure that any and all sub-contractors shall maintain equal limits of coverage for Workers Compensation/EL and collect insurance certificates verifying same.
(d) Umbrella/Excess Liability | $25,000,000 per occurrence |
(e) Environmental Insurance | To the extent required by Landlord |
Contractors’ commercial general liability/umbrella insurance policy(ies) shall include Landlord and Landlord’s designees as additional insureds’, and shall include a primary non-contributory provision. Liability policy shall contain a clause that the insurer may not cancel or materially change coverage without first giving Landlord thirty (30) days prior written notice, except cancellation for non-payment of premium, in which ten (10) days prior written notice shall be required.
(3)Deductibles. If any of the above insurances have deductibles or self-insured retentions, the Tenant and/or contractor (policy Named Insured) shall be responsible for the deductible amount.
All of the insurance policies required in this Exhibit 10 shall be written by insurance companies which are licensed to do business in the State where the property is located, or obtained through a duly authorized surplus lines insurance agent or otherwise in conformity with the laws of such State, with an A.M. Best rating of at least A and a financial size category of not less than VII. Tenant shall provide Landlord with certificates of insurance upon request, prior to commencement of the Tenant/contractor work, or within thirty (30) days of coverage inception and subsequent renewals or rewrites/replacements of any cancelled/non-renewed policies.
EXHIBIT 11
FORM OF LIEN WAIVER
[Attached]
EXHIBIT [●]: CONTRACTOR’S LIEN WAIVER AND RELEASE
[●] (the “Owner”) entered into a Standard Form of Agreement between Owner and Contractor (the “Contract”) with [●] (the “Contractor”) dated [●] for work, labor, equipment and/or materials for [●] (the “Project”) located at [●].
In consideration of Owner’s payment to Contractor the sum of [●] Dollars ($ [●]), which sum represents the progress payment due to Contractor pursuant to Payment Application No. [●] dated [●] (the “Payment Application”) for work performed under the Contract, and in acknowledgment of prior receipt of total payments from the Owner of [●] Dollars ($[●]) for all prior payment applications submitted:
| 1. | The Contractor certifies that it has paid all sums properly due (including without limitation any and all applicable federal, state, and local sales, use, excise, or similar taxes or import duties, licenses and royalties) to all of its vendors and subcontractors for any labor, materials, equipment, or supplies furnished to the Project for which Contractor has received payment from the Owner under prior payment applications, and that it has required its vendors and subcontractors to certify the same with respect to their vendors and subcontractors. |
| 2. | The Contractor certifies that it will promptly pay all sums properly due (including without limitation any and all applicable federal, state, and local sales, use, excise, or similar taxes or import duties, licenses and royalties) to all of its vendors and subcontractors for any labor, materials, equipment, or supplies furnished to the Project for which Contractor receives payment from the Owner under the Payment Application, and that it has required its vendors and subcontractors to certify the same with respect to their vendors and subcontractors. |
| 3. | The Contractor unconditionally waives and releases all claims or rights of lien which the Contractor ever had, now has, or may have against the Owner and/or upon the Project, the real property underlying the Project, and any buildings or other improvements thereon for labor, material, or equipment furnished under the Contract for which the Contractor has already received payment under prior payment applications. |
| 4. | Effective upon receipt from the Owner of the funds requested in the Payment Application, the Contractor waives and releases all claims or rights of lien which the Contractor ever had, now has, or may have against the Owner and/or upon the Project, the real property underlying the Project and any buildings or other improvements thereon, and/or Project Funds for labor, material or equipment furnished under the Contract for which the Contractor receives payment under the current Payment Application referenced above. |
IN WITNESS WHEREOF, Contractor has duly caused these presents to be signed and attested by its duly authorized officer and its corporate seal to be hereunto affixed on the [●] day of [●], 20[●].
[●]: By: Its: | | SWORN to and subscribed before me by ___________ this _____ day of _______, 20__. ____________________________(Signature) Notary Public for: ________________________ My Commission Expires: __________________ (Notary Seal) |
EXHIBIT [●]: SUBCONTRACTOR’S LIEN WAIVER AND RELEASE
[●] (the “Subcontractor”) entered into a subcontract (the “Subcontract”) with [●] (the “Contractor”) dated [●] for work which was the subject of a Standard Form of Agreement between Owner and Contractor dated [●] (the “Contract”) between Contractor and [●] (the “Owner”) for work, labor, equipment and/or materials for [●] (the “Project”) located at [●].
In consideration of Contractor’s payment to Subcontractor of the sum of [●] Dollars ($[●]), which sum represents the progress payment due to Subcontractor pursuant to Subcontractor Payment Application No. [●] dated [●] (the “Payment Application”) for work performed under the Subcontract, and in acknowledgment of prior receipt of total payments from the Contractor of [●] Dollars ($[●]) for all prior payment applications submitted:
| 1. | The Subcontractor certifies that it has paid all sums properly due (including without limitation any and all applicable federal, state, and local sales, use, excise, or similar taxes or import duties, licenses and royalties) to all of its vendors and sub-subcontractors for any labor, materials, equipment, or supplies furnished to the Project for which Subcontractor has received payment from the Contractor under prior payment applications, and that it has required its vendors and sub-subcontractors to certify the same with respect to their vendors and subcontractors. |
| 2. | The Subcontractor certifies that it will promptly pay all sums properly due (including without limitation any and all applicable federal, state, and local sales, use, excise, or similar taxes or import duties, licenses and royalties) to all of its vendors and sub-subcontractors for any labor, materials, equipment, or supplies furnished to the Project for which Subcontractor receives payment from the Contractor under the Payment Application, and that it has required its vendors and sub-subcontractors to certify the same with respect to their vendors and subcontractors. |
| 3. | The Subcontractor unconditionally waives and releases all claims or rights of lien which the Subcontractor ever had, now has, or may have against the Contractor or the Owner and/or upon the Project, the real property underlying the Project, or any buildings or other improvements thereon for labor, material or equipment furnished under the Subcontract for which the Subcontractor has already received payment under prior payment applications. |
| 4. | Effective upon receipt from the Contractor of the funds requested in the Payment Application, the Subcontractor waives and releases all claims or rights of lien which the Subcontractor ever had, now has, or may have against the Contractor or the Owner and/or upon the Project, Project funds, the real property underlying the Project, or any buildings or other improvements thereon for labor, material or equipment furnished under the Subcontract for which the Subcontractor receives payment under the current Payment Application referenced above. |
IN WITNESS WHEREOF, Subcontractor has duly caused these presents to be signed and attested by its duly authorized officer and its corporate seal to be hereunto affixed on the [●] day of [●], 20[●].
[●]: By: Its: | | SWORN to and subscribed before me by ___________ this _____ day of _______, 20__. ____________________________(Signature) Notary Public for: ________________________ My Commission Expires: __________________ (Notary Seal) |
EXHIBIT 12
FORM OF CONFIDENTIALITY AGREEMENT
CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (this “Agreement”) is made as of the date of last signature hereto, between Liquidia Corporation (together with its affiliates, Liquidia Technologies, Inc. and Liquidia PAH, LLC, the “Disclosing Party”), and [Receiving Party] (the “Receiving Party”).
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date first above written.
DISCLOSING PARTY: | LIQUIDIA CORPORATION By: Name: Title: Date:________________________________ |
RECEIVING PARTY: | [RECEIVING PARTY] By: Name: Title: Date:________________________________ |