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Everspin Technologies Inc – IPO: ‘S-1’ on 9/9/16 – ‘EX-10.8’

On:  Friday, 9/9/16, at 4:21pm ET   ·   Private-to-Public:  Document/Exhibit ¶  –  Release Delayed   ·   Accession #:  1193125-16-706479   ·   File #:  333-213569

Previous ‘S-1’:  None   ·   Next:  ‘S-1/A’ on 9/26/16   ·   Latest:  ‘S-1/A’ on 10/7/16   ·   13 References:   By:  Everspin Technologies Inc. – ‘S-8’ on 2/29/24 By:  Everspin Technologies Inc. – ‘10-K’ on 2/29/24 for 12/31/23 By:  Everspin Technologies Inc. – ‘S-8’ on 3/2/23 By:  Everspin Technologies Inc. – ‘10-K’ on 3/2/23 for 12/31/22 By:  Everspin Technologies Inc. – ‘S-8’ on 3/9/22 By:  Everspin Technologies Inc. – ‘10-K’ on 3/9/22 for 12/31/21 By:  Everspin Technologies Inc. – ‘S-8’ on 8/13/21 By:  Everspin Technologies Inc. – ‘S-8’ on 3/4/21 By:  Everspin Technologies Inc. – ‘10-K’ on 3/4/21 for 12/31/20 By:  Everspin Technologies Inc. – ‘S-3’ on 11/6/20 By:  Everspin Technologies Inc. – ‘10-Q’ on 8/6/20 for 6/30/20 By:  SEC – ‘UPLOAD’ on 10/3/16 By:  SEC – ‘UPLOAD’ on 9/22/16 

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/09/16  Everspin Technologies Inc         S-1¶                  34:11M                                    Donnelley … Solutions/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)               HTML   1.33M 
34: CORRESP   ¶ Comment-Response or Other Letter to the SEC         HTML     16K 
 2: EX-1.1      Underwriting Agreement                              HTML    160K 
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML     97K 
 4: EX-3.2      Articles of Incorporation/Organization or By-Laws   HTML     14K 
 5: EX-3.3      Articles of Incorporation/Organization or By-Laws   HTML     14K 
 6: EX-3.4      Articles of Incorporation/Organization or By-Laws   HTML     30K 
 7: EX-3.5      Articles of Incorporation/Organization or By-Laws   HTML    146K 
 8: EX-3.6      Articles of Incorporation/Organization or By-Laws   HTML    120K 
 9: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     30K 
10: EX-4.2      Instrument Defining the Rights of Security Holders  HTML    173K 
11: EX-10.1     Material Contract                                   HTML     89K 
20: EX-10.10    Material Contract                                   HTML    167K 
21: EX-10.11    Material Contract                                   HTML     18K 
22: EX-10.12    Material Contract                                   HTML     18K 
23: EX-10.13    Material Contract                                   HTML     43K 
24: EX-10.14    Material Contract                                   HTML     43K 
25: EX-10.15    Material Contract                                   HTML     43K 
26: EX-10.16    Material Contract                                   HTML    112K 
27: EX-10.17    Material Contract                                   HTML    256K 
28: EX-10.18    Material Contract                                   HTML    194K 
29: EX-10.19    Material Contract                                   HTML     25K 
12: EX-10.2     Material Contract                                   HTML    162K 
30: EX-10.20    Material Contract                                   HTML     85K 
31: EX-10.21    Material Contract                                   HTML     65K 
32: EX-10.22    Material Contract                                   HTML    101K 
13: EX-10.3     Material Contract                                   HTML    174K 
14: EX-10.4     Material Contract                                   HTML     62K 
15: EX-10.5     Material Contract                                   HTML   1.19M 
16: EX-10.6     Material Contract                                   HTML     24K 
17: EX-10.7     Material Contract                                   HTML     51K 
18: EX-10.8     Material Contract                                   HTML    138K 
19: EX-10.9     Material Contract                                   HTML     35K 
33: EX-23.1     Consent of Experts or Counsel                       HTML     10K 

Exhibit 10.8

AMENDMENT NO. 3 TO LEASE

This AMENDMENT NO. 3 TO LEASE (“Amendment No. 3”), dated June     , 2011, (“Amendment Effective Date”) is entered into by and between FREESCALE SEMICONDUCTOR, INC., a Delaware corporation (“Landlord”), and EVERSPIN TECHNOLOGIES, INC., a Delaware corporation (“Tenant”), with reference to the following facts:

A. Landlord and Tenant are parties to that certain Lease dated as of June 4, 2008 (“Original Lease”), as amended by Amendment No. 1 to Lease executed by Tenant on February 2, 2009 (“Amendment No. 1”) and-Amendment No. 2 to Lease dated March 1, 2010 (“Amendment No. 2”) (the Original Lease, Amendment No. 1 and Amendment No. 2 are referred to herein collectively as the “Lease”) pursuant to which Landlord leases to Tenant certain space (“Premises”) located at 1300 North Alma School Road, Chandler Arizona as further described in the Lease;

B. On April 25, 2011, pursuant to Section 1.F of the Original Lease, Tenant delivered to Landlord a written request to contract the Premises; and

C. Landlord and Tenant now desire to contract the Premises and modify the Lease effective as of the Amendment Effective Date, on the following terms and conditions.

NOW, THEREFORE, in consideration of the above recitals which are hereby incorporated herein, the mutual covenants and conditions contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree to amend the Lease, effective as of the Amendment Effective Date, as follows:

1. Definitions. All capitalized terms not otherwise defined herein have the meanings given them in the Original Lease.

2. Contraction of Premises. On June 6, 2011 (the “Contraction Date”), Tenant shall surrender approximately 6,816 square feet of the Office Space shown as the highlighted area on Schedule 1 attached hereto and incorporated herein (the “Contraction Space”) in the condition required under Section 8.B of the Original Lease. Subject to the terms of the preceding sentence, Landlord shall accept the surrender of the Contraction Space on the Contraction Date and terminate the Lease with respect to the Contraction Space only, and thereafter neither Tenant nor Landlord shall have any further obligations with respect to the Contraction Space, except for accrued rents to be paid, year-end reconciliations of Additional Rent (including Rental Taxes) under Section 4.A of the Lease, and indemnity obligations which, by their nature, survive termination. Concurrently with Tenant’s execution and delivery of this Amendment No. 3, Tenant shall deliver to Landlord an amount equal to $13,120.00 to compensate Landlord for the cost of work necessary to separate the Contraction Space from the balance of the Premises and to reconfigure 252 square feet of storage space in N Building.

3. Removal of Contraction Option. Effective as of the Amendment Effective Date, Section 1.F of the Lease, including its subsections (i), (ii), (iii) and (iv), is hereby deleted and replaced with the following:

“F. [Intentionally Left Blank]”

1.

4. Premises. Effective as of the Contraction Date, Section 1.A. of the Lease is hereby replaced with the following:

“A. For and in consideration of the covenants and agreements on the part of Tenant contained herein, and under and subject to the terms and conditions hereof, Landlord hereby leases and demises unto tenant those certain premises in portions of the buildings known as A Building, B Building, M Building and N Building (individually, a “Building” and collectively with all other buildings located in the Project, the “Buildings”) which are part of that project owned by Landlord known as “Chandler” (herein the “Project”) located at 1300 North Alma School Road, Chandler, Arizona 85224 as illustrated on Exhibit A attached hereto and hereby made a part hereof, containing 839 square feet of office space in M Building and 252 square feet of storage space in N Building (said 1,091 square feet of space in the aggregate is herein collectively referred to as the “Offset Space”), 10,741 square feet of fabrication space in M Building (herein the “Fab Space”) 6,495 square feet of lab space in A Building (herein the “Lab Space”) totaling 18,327 square feet of floor area (hereinafter called the “Premises”) as illustrated on the floor plans contained in Exhibit C attached hereto and made a part hereof, together with the right to use certain facilities that are located on the real property legally described in Exhibit D attached hereto and made a part hereof (herein the “Property”) that are provided by Landlord in common to Tenant, Landlord’s employees and other third parties such as vendors and suppliers designated by Landlord and are defined below as Common Areas. In addition to the Premises, Landlord hereby grants to Tenant, during the Term of this Lease, at no additional charge, the non-exclusive right to use the space (the “TSO Space”) designated on Exhibit C as the TSO Lab, subject to procedures adopted by Landlord governing such access by Tenant. Tenant may located certain of Tenant’s Property (as herein defined) in the ISO Space as previously approved by Landlord.

5. Floor Plan of the Premises. Effective as of the Contraction Date, Exhibit C to the Lease is hereby replaced with the new Exhibit C Floor Plan attached as Schedule 2 to this Amendment No. 3.

6. Early Expiration. Section 2.B of the Lease as modified by Amendment No. 2) is hereby deleted in its entirety and replaced with the following:

“B. This Lease may be terminated without cause and for convenience by either Landlord or Tenant prior to the scheduled expiration of the Term, provided that the terminating party gives written notice to the other no less than twenty-four (24) months in advance of the proposed date of termination.

7. Fixed Rent. Effective as of the Contraction Date, Exhibit E to the Lease (as modified by the Second Amendment) is deleted in its entirety and replaced with the new Exhibit E Fixed Rent Chart attached hereto as Schedule 3 to this Amendment No. 3.

8. Condition of Premises. A new Section 5.E is added to the Lease to read as follows:

“E. Tenant shall maintain the Premises in a clean, safe and sanitary condition at all times. In the event that Landlord determines in its sole discretion that the Premises or any portion thereof is not clean, safe and sanitary at any time, then Landlord may (but shall not be obligated to) elect to have such Premises cleaned and to have any of Tenant’s personal property or materials removed from the Premises and stored, all at Tenant’s sole cost and expense. Tenant shall reimburse Landlord for its cleaning, removal and storage costs within 10 days after written demand. For purposes hereof, “clean, safe and sanitary” shall mean that (i) the Premises is maintained in a neat and orderly manner consistent with a professional office and technical environment, (ii) pathways for ingress, egress and access throughout the Premises are kept clear and free of debris and other

2.

materials, (iii) there is no excessive stacking or build up of stored materials in the Premises, including without limitation no stacks of materials that could potentially block the Building’s fire sprinkler system , and (iv) the Premises is in full compliance with fire Code Requirements (as defined in Section 7 of the Lease) at all times.”

9. Project-Wide Protocols. The procedures and checklist contained in Schedule 3 attached hereto are deemed to be included within the definition of “Project-Wide Protocols”, as such term is used in the Lease. Accordingly, said Schedule 4 is hereby included in and incorporated into Exhibit B to the Original Lease.

10. Deletion of Shared Conference Room. Effective as of the Contraction Date, Section 55.B of the Lease is hereby deleted and replaced with the following:

“B. [Intentionally Left Blank]”

11. Brokers. Tenant hereby represents to Landlord that Tenant has deal with no broker in connection with this Amendment No. 3. Tenant agrees to indemnify and hold Landlord harmless from all claims of any brokers claiming to have represented Tenant in connection with this Amendment No. 3. Landlord agrees to indemnify and hold Tenant harmless from all claims deny broker claiming to have represented Landlord in connection with this Amendment No. 3.

12. Miscellaneous. This Amendment No. 3 sets forth the entire agreement between the parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements. Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged an in full force and effect. In the case of any inconsistency between the provisions of the Lease and this Amendment No. 3, the provisions of this Amendment No. 3 shall govern and control. Each signatory of this Amendment No. 3 represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting. This Amendment No. 3 may be executed in multiple counterparts each of which is deemed an original but together constitute one and the same instrument. This Amendment No. 3 may be executed in so-called “PDF” format, and each party has the right to rely upon a PDF counterpart or this Amendment No. 3 signed by the other party to the same extent as if such party had received an original counterpart.

[Remainder of page intentionally left blank: signatures on following page.]

3.

IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment No. 3 as of the Amendment Effective Date.

4.

Schedule 1

Contraction Space

Office Space – Chandler M Building - Level 2

1-1

Schedule 2

EXHIBIT C

Floor Plan

Office Space – Chandler M Building - Level 2

2-1

Fab Space – Chandler M Building - Level 1

2-2

Lab Space – Chandler A Bldg - Level 1

2-3

Schedule 3

EXHIBIT E

Fixed Rent Chart

Beginning on June 7, 2011, and ending on June 6, 2012, the Fixed Rent is:

Beginning on June 7, 2012, and ending on June 6, 2013, the Fixed Rent is:

Beginning on June 7, 2013, and ending on June 6, 2014, the Fixed Rent is:

3-1

Schedule 4

ADDITIONAL PROJECT-WIDE PROTOCOLS

INCORPORATED INTO EXHIBIT B TO THE LEASE

  TABLE OF CONTENTS

Free scale Internal Use Only – Level 3

Electronic versions are uncontrolled except when accessed directly from the Chandler Fab webpage or DMS

Printed versions are uncontrolled except when stamped “Controlled Copy” in red.

4-1

Free scale Internal Use Only – Level 3

Electronic versions are uncontrolled except when accessed directly from the Chandler Fab webpage or DMS

Printed versions are uncontrolled except when stamped “Controlled Copy” in red.

4-2

Free scale Internal Use Only – Level 3

Electronic versions are uncontrolled except when accessed directly from the Chandler Fab webpage or DMS

Printed versions are uncontrolled except when stamped “Controlled Copy” in red.

4-3

Free scale Internal Use Only – Level 3

Electronic versions are uncontrolled except when accessed directly from the Chandler Fab webpage or DMS

Printed versions are uncontrolled except when stamped “Controlled Copy” in red.

4-4

Free scale Internal Use Only – Level 3

Electronic versions are uncontrolled except when accessed directly from the Chandler Fab webpage or DMS

Printed versions are uncontrolled except when stamped “Controlled Copy” in red.

4-5

Free scale Internal Use Only – Level 3

Electronic versions are uncontrolled except when accessed directly from the Chandler Fab webpage or DMS

Printed versions are uncontrolled except when stamped “Controlled Copy” in red.

4-6

4-7

4-8

4-9

Figure 5.1 — Fab Furniture Label Table

4-10

4-11

4-12

4-13

4-14

4-15

4-16

4-17

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-1’ Filing		Date		Other Filings
Filed on:		9/9/16		DRS,  DRS/A
		6/6/14
		6/7/13
		6/6/13
		6/7/12
		6/6/12
		6/7/11
		6/6/11
		4/25/11
		3/1/10
		2/2/09
		6/4/08
				List all Filings

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13 Subsequent Filings that Reference this Filing

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Everspin Technologies Inc. 10-K 12/31/23 80:8.7M Toppan Merrill Bridge/FA 2/29/24 Everspin Technologies Inc. S-8 2/29/24 4:105K Toppan Merrill/FA 3/02/23 Everspin Technologies Inc. 10-K 12/31/22 79:8.8M Toppan Merrill Bridge/FA 3/02/23 Everspin Technologies Inc. S-8 3/02/23 4:92K Toppan Merrill/FA 3/09/22 Everspin Technologies Inc. 10-K 12/31/21 78:8.9M Toppan Merrill Bridge/FA 3/09/22 Everspin Technologies Inc. S-8 3/09/22 4:90K Toppan Merrill/FA 8/13/21 Everspin Technologies Inc. S-8 8/13/21 3:124K Toppan Merrill Bridge/FA 3/04/21 Everspin Technologies Inc. 10-K 12/31/20 84:9M Toppan Merrill Bridge/FA 3/04/21 Everspin Technologies Inc. S-8 3/04/21 3:87K Toppan Merrill/FA 11/06/20 Everspin Technologies Inc. S-3 11/05/20 7:1.5M Toppan Merrill/FA 8/06/20 Everspin Technologies Inc. 10-Q 6/30/20 67:7.1M Toppan Merrill Bridge/FA 10/03/16 SEC UPLOAD¶ 9/23/17 1:41K Everspin Technologies Inc. 9/22/16 SEC UPLOAD¶ 9/23/17 1:159K Everspin Technologies Inc.

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Filing Submission 0001193125-16-706479   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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