Exhibit 2 Soundstage Operator Lease Agreement Draft.pdf

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Attached to
Arrowhead Soundstage Lease
Solicitation number
2025-RFP-647
Issued by
New Mexico

About this file

This is a Triple Net (NNN) Lease Agreement between The Regents of New Mexico State University (NMSU) as the Lessor and an unspecified Lessee for a Soundstage Complex located in Arrowhead Park on the NMSU campus. The lease covers approximately 36,400 square feet of rentable space for film, television, and media content production, including related activities such as equipment storage, parking, and set construction. The initial lease term is 60 months, estimated to begin in 2025 and end in 2030, with options to renew for additional five-year terms. The Lessee will have the right to negotiate for additional land in Arrowhead Park during the lease term.

The annual base rent is set at $240,000, payable in equal monthly installments, with a 3% annual escalation factor. The Lessee is required to pay a security deposit equal to 10% of the first year's base rent and will be responsible for all operating expenses, including taxes, utilities, maintenance, and insurance. The lease requires the Lessee to maintain comprehensive insurance coverage, including public liability, property, and worker's compensation insurance. Additionally, the Lessee must provide annual economic impact reporting to NMSU, detailing the number of personnel employed and their average wages, to support NMSU's documentation of Arrowhead Park's economic impact.

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TRIPLE NET (NNN) LEASE AGREEMENT

This Triple-Net (NNN) Lease Agreement (“Agreement”) made as of __________________, 2024 by and between:

Landlord: The Regents of New Mexico State University (NMSU) with a mailing address of _MSC3 ORE, PO Box 30001, Las Cruces, NM 88003_________________________________________ (“Lessor”) AND

Tenant: _____________________ with a mailing address of __________________________________________ (“Lessee”)

HEREINAFTER, the Lessor and Lessee (“Parties”) agree to enter into an Agreement for the lease and operation of a commercial Soundstage Complex in accordance with the following terms:

1. PREMISES. The Lessee agrees to rent the Soundstage Complex located in Arrowhead Park on the New Mexico State University campus, along Triviz Drive, between Film Street and Cholla Drive (“Premises”), together with the right of ingress and egress and the non-exclusive use of common areas, pursuant to the following terms and conditions:

2. RENTABLE SPACE. The total rentable space of the Premises consists of approximately 36,400Square Feet (SF).

3. USE. The Lessee will be allowed to use the Premises for the following: the creation of film, television, and other media content and related uses including, but not limited to, equipment storage, parking, set construction, and other production related activities.

The aforementioned use(s) will be referred to as the “Permitted Use(s)”. Any use by the Lessee that does not correspond to the Permitted Use(s) will be by prior written consent of the Lessor only.

4. INITIAL TERM. This Agreement will have an initial period of sixty months beginning with receipt of a Certificate of Occupancy for the Soundstage Complex, estimated to be __________________, 2025, and ending on __________________, 2030 ("Initial Term").

5. BASE RENT. The annual rent will be no less than two hundred forty thousand dollars ($240,000.00) payable in equal monthly installments on the first day of every month.

6. SECURITY DEPOSIT. Under the terms of this Agreement the Lessee will be required to pay a one-time fee equal to 10% of the first year’s Base Rent as a non-interest bearing security deposit to secure the performance by Lessee of the provisions and conditions of this Agreement ("Security Deposit"). The Lessee will pay the Security Deposit to the Lessor at the execution of this Agreement. In the event Lessee fails to pay the Rent or otherwise defaults on any provision herein, Lessor may apply the whole or any part of the Security Deposit to the payment of any sum in default or any of Lessee's damages as a result of default. If any portion of the Security Deposit is applied, Lessee, upon demand by Lessor, will deposit an amount sufficient to return the Security Deposit to its original amount. Should Lessee comply with all of the covenants and conditions of this Agreement, the Security Deposit or any balance thereof must be returned to within thirty (30) days of the expiration of the Term.

7. LATE FEE. If any payment or charges due by the Lessee to the Lessor are not made within ten (10) calendar days after the first of each month, the Lessor will charge a late fee in the amount of 5% of the Monthly Rent for each occurrence Rent is late.

8. RENEWAL OPTIONS. The Lessee will have the option to renew this Agreement, subject to approval of the Lessor, by providing at least 120 days’ notice before any ending termination date. Each renewal will be for a five-year term.

The Initial Term and any renewal periods will be referred to as the "Term".

9. ESCALATION. During the Initial Term and any renewal periods, an annual escalation factor of 3% per year will be applied to the Base Rent.

10. PAYMENT OF RENT. All rent must be paid through electronic funds transfer to the following:

Account number: 4121379762 Account Type: Checking ACH routing number: 121000248 Wire routing number: 121000248 SWIFT/BIC code: WFBIUS6S Bank name and address: Wells Fargo Bank, 464 California Street, San Francisco, CA 94104

11. POSSESSION. Possession will commence on __________________, 2025 unless otherwise agreed upon. Lessor will use due diligence to give possession as nearly as possible at the beginning of the Term. Rent will be prorated, taking into account any delay in providing possession, but the Term will not be extended as a result of such delay. Lessee may make no other claim against Lessor for the delay in obtaining possession of the Premises.

12. DESIGN PHASE RESPONSIBILITIES. After execution of this Agreement, and prior to the beginning of the Initial Term, the Lessee agrees to engage, at no cost to NMSU, with NMSU in the design of the Soundstage Complex to provide recommendations as to the facility requirements for commercial production of film and television content, though NMSU will not be obligated to implement such recommendations.

13. OPERATIONS PHASE RESPONSIBILITIES. Upon receipt of a Certificate of

Occupancy for the Soundstage Complex, the Initial Term will begin and the Lessee will have responsibility for all terms of this Agreement, including the following performance requirements:

14. LESSOR'S RIGHT OF ENTRY. During the last one hundred twenty (120) days of the Term, Lessor or Lessor's agent may enter at reasonable hours to inspect or show the Premises to prospective lessees or purchasers, and to do anything Lessor may be required to do hereunder or which Lessor may deem necessary for the good of the Premises.

15. DAMAGE BY CASUALTY. If during the Term or previous thereto, the Premises is destroyed or so damaged by fire or another casualty as to become un-leasable, then, at the option of Lessor, this Agreement will terminate from the date of such damage or destruction. Lessor may exercise this option to so terminate this Agreement by notice in writing delivered to Lessee within sixty days after such casualty. Upon such notice, Lessee must immediately surrender said Premises and all interest therein to Lessor, and Lessee must pay Rent up until the date of casualty. If Lessor does not elect to terminate this Agreement, this Agreement will continue in full force and effect, and Lessor must expeditiously repair the Premises, placing the same in as good a condition as they were at the time of the damage or destruction. Rent will be prorated, taking into account the amount of time Lessee is unable to occupy the Premises. If the Premises are slightly damaged by fire or another casualty but still leasable, then Lessor must expeditiously repair the same with no rent proration. Lessee may not make a claim for compensation because of any inconvenience or loss of business arising from the necessity of repairing any portion of the building or the Premises.

16. NOTICES. Any notice hereunder will be sufficient if sent by certified mail and addressed to:

Lessor:

The Regents of New Mexico State University

Office or Real Estate MSC3 ORE, P.O. Box 30001

Las Cruces, NM 88003____

Lessee: _________________________________________________________

17. OPERATING EXPENSES. Unless otherwise modified under this Agreement, Lessor and Lessee agree that this Agreement will be considered a triple net lease.

Lessee agrees to pay directly or reimburse Lessor for one hundred percent (100%) of all costs of operating and maintaining the building and related parking areas which include, without limitation, real estate and personal property taxes and assessments, management fees, heating, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, lawn care, snow removal, restriping, repairs, repaving, cleaning and custodial services, security, insurance, the cost of contesting the validity or applicability of any governmental acts which may affect operating expenses, and all other direct operating costs of operating and maintaining the building and related parking areas, unless expressly excluded from operating expenses ("Operating Expenses").

Notwithstanding the foregoing, Operating Expenses does not include any amount related to (i) a capital account or capital improvement; (iii) principal or interest payments on any mortgage or deed of trust on the Premises; (iv) any amount for which Lessor is reimbursed through insurance, by third persons, or directly by other Lessees of the Premises; (iv) repair costs as a result of fire, windstorm, or other casualty, (v) and (vi) costs of items and services for which Lessee reimburses Lessor or pays third persons directly.

18. NMSU RESPONSIBILITIES. Throughout the Term, NMSU will be responsible for primary structural maintenance, the roof, central HVAC systems, and underground utility.

19. TAXES. During the Term, Lessee will be obligated to pay the real estate taxes and any other taxes including leasehold taxes and/or assessments (collectively, the "Taxes") attributable to the Premises and accruing during the Term. In the event Lessee does not make any tax payment required hereunder, Lessee will be in default of this Agreement.

20. INSURANCE - GENERAL REQUIREMENTS.

a. All insurance required by this Agreement must be carried only with an insurance company or insurance companies of generally recognized responsibility, licensed to do business in the State of New Mexico and approved by the Superintendent of Insurance of the State of New Mexico, with a rating of not less than A in the most currently available "A.M. Best's" insurance report. All such policies must be issued as primary policies and must be signed by an agent who is a resident of New Mexico. All such policies must name NMSU and Arrowhead Center, Inc. as additional insureds. All such policies must be nonassessable and will contain language to the effect that (i)any loss must be payable notwithstanding any act or negligence of NMSU or Lessee or any activities conducted on the

Premises that might otherwise result in forfeiture of the insurance; (ii) the insuror waives the right of subrogation against all parties named as insureds and their agents and representatives and Lessee and NMSU each release its right of recovery against each other to the extent of insurance proceeds; (iii) the policies are primary and noncontributing with any insurance that may be carried by NMSU or Lessee; and (iv) that they cannot be canceled except after ten (10) days written notice to NMSU or NMSU's designated representative.

b. Lessee must deliver to NMSU, in the manner required for notice, copies of all insurance policies or certificates of insurance evidencing the insurance required from time to time by this Agreement, together with evidence reasonably satisfactory to NMSU of payment required for procurement and maintenance of the policy, within the following time limits unless otherwise specified herein:

c. Commencement of Construction. For insurance specifically required in connection with construction, at least ten (10) days before such commencement of construction.

d. Other Policies. On commencement of this Agreement unless a different date is specified in writing by NMSU but in no event later than ten (10) days before substantial completion of the building.

e. Renewals. For any renewal or replacement of a policy already in existence, at least ten (10) days before expiration or other termination of the existing policy.

f. NMSU’s Right To Insure. If Lessee fails or refuses to procure or maintain insurance as required by this Agreement or refuses to furnish NMSU with the required proof that the insurance has been procured and is in full force and effect and paid for, NMSU will have the right, at NMSU’s election and following ten (10) business days' written notice to Lessee, to procure and maintain such insurance.

Amounts paid by NMSU for such insurance will be immediately due and payable from Lessee to NMSU, with interest at the New Mexico judgment rate or 6%, whichever rate of interest is greater.

g. Blanket or Occupant Coverage. Any policy required to be maintained hereunder by Lessee may be maintained under a so called blanket policy or policies insuring other parties and other locations, or by the policy of Lessee, so long as the amount of insurance required to be provided hereunder is not thereby diminished and so long as any such policy specifies the amount of coverage allocated to the Premises and NMSU is furnished with a certificate of insurance so specifying, and so long as such policies otherwise comply with all requirements of this Section,

h. Exculpation and Indemnification. Lessee must defend, indemnify and hold NMSU harmless from and against all liability, loss, damage, or injury of any type arising out of or related toꞏ Lessee’s tenancy and operation of the Premises, together with reasonable attorneys' fees and all costs and expenses incurred by NMSU in defending or otherwise protecting against such claims.

21. LIABILITY INSURANCE.

a. Public Liability Insurance. During the term of this Agreement, Lessee must provide NMSU at Lessee’s expense with public liability, automobile liability and elevator liability insurance coverage in the manner selected by Lessee’s from one of the following alternatives:

b. Endorsement To Policy. Lessee must obtain or secure an endorsement to an existing comprehensive General Liability Policy including NMSU and Arrowhead Center, Inc. as a named insured therein insofar as such policy covers the Land, Building and Improvements and any other buildings, structures, improvements and installations thereon, which policy must provide limits not less than the following, all of which are applicable to the Premises:

Public Liability for Bodily Injury $2,000,000 – each person

$5,000,000 – each occurrence Public Liability for Property Damage $1,000,000 – limit per occurrence

c. NMSU, and TENANT's Policy. TENANT must furnish free of cost to the NMSU, an owner's and TENANT's Protective Liability Policy naming NMSU, with TENANT as co-named insured, with the same limits as set out in 15(i) above.

d. On or before thirty (30) days prior to the beginning of the fifth Agreement Year and on or before every fifth anniversary of such date thereafter during the term, AHC and TENANT must upon mutual agreement adjust coverage limits for such insurance, sufficient to protect AHC and TENANT against claims covered by such insurance, taking into account the possible effects of inflation, sizes of jury or court awards, legislative enactments affecting claims, and then prevailing standards and practices for insuring like properties.

e. Worker's Compensation Insurance. Throughout the term, at TENANT's expense, TENANT must maintain worker's compensation coverage and employer's liability insurance as may be required by applicable law.

22. PROPERTY INSURANCE – FIRE AND CASUALTY.

a. At its expense, Lessee must at all times during the term of this Agreement keep all insurable Building and Improvements which may be erected or placed on the Land insured against loss or damage by fire, which policy or policies of insurance must have a clause therein for extended coverage, including vandalism and malicious mischief endorsements, in an amount equal to not less than the full replacement value thereof.

Neither NMSU nor Lessee will carry any insurance the effect of which would be to reduce the protection or payment to Lessee under any insurance that this Agreement obligates Lessee to carry.

The "full replacement value" of the Building and Improvements to be insured under this Section will be determined by the company issuing the insurance policy at the time the policy is initially obtained. Not less frequently than every three (3) years, either party will have the right to notify the other party that it elects to have the replacement value redetermined by an insurance company. The redetermination will be made promptly and in accordance with the rules and practices of the Board of Fire Underwriters, or a like board recognized and generally accepted by the insurance company, and each party must be promptly notified of the results by the company. The terms of the insurance policy will be adjusted according to the redetermination.

b. Cooperation; Settlement and Adjustment. NMSU will, at Lessee sole cost and expense, cooperate fully with Lessee to obtain the largest possible recovery under any policy of insurance carried hereunder. Lessee must make all adjustments and settlements with insurance companies insuring against such losses; provided, however, if the amount of the loss exceeds $500,000, then any adjustment or settlement will be subject to NMSU’s prior approval, which will not be unreasonably withheld, conditioned or delayed. NMSU will approve or disapprove within ten (10) business days. Failure to respond within ten (10) business days will be deemed approval.

c. Proceeds of Insurance. If, prior to expirations or termination of this Agreement, any of the Buildings or Improvements are damaged or destroyed from a risk covered by insurance described in this section, then the proceeds will be paid to Lessee for use in reconstruction or repair; provided, that the disposition of the proceeds will be subject to the following:

If the total amount of loss does not exceed one hundred thousand dollars ($100,000) the proceeds of insurance will be paid directly to Lessee in trust for the repair or reconstruction. The funds must be dispersed by joint agreement of NMSU and Lessee to reconstruct the building improvements destroyed or damaged.

If the total amount of loss exceeds one hundred thousand dollars ($100,000), then the proceeds will be deposited and held by an institutional lender with its place of business in Las Cruces, New Mexico (the "Insurance Trustee") to be named by NMSU and Lessee. The funds must be dispersed by joint agreement of NMSU and Lessee to reconstruct the building improvements destroyed or damaged.

d. If Lessee fails to keep any required insurances in effect, Lessee will be in default hereunder and Lessor may, at its option, immediately obtain insurance coverage as provided for herein and charge Lessee for the cost thereof.

23. ASSIGNMENT AND SUBLETTING. Lessee may not assign, transfer, or encumber this Agreement in any way and may not sublet the Premises or any part thereof or allow any other person to be in possession thereof without the prior written consent of Lessor, in each instance. For the purpose of this provision, any transfer of a majority or controlling interest in Lessee (whether in one or more related or unrelated transactions), whether by transfer of stock, consolidation, merger, transfer of a partnership interest or transfer of any or all of Lessee's assets or otherwise, or by operation of law, will be deemed an assignment of this Agreement. Notwithstanding any permitted assignment or subletting, Lessee will at all times remain directly, primarily, and wholly responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms and provisions of this Agreement.

24. SIGNAGE AND ALTERATIONS. Lessee may not place any signs, billboards, or advertisements upon the Premises without the prior written consent of Lessor.

Lessee is responsible for the costs of any permitted signage. Lessee may not make any material or structural alterations or additions in or to the Premises without the prior written consent of Lessor.

25. TOXIC OR HAZARDOUS MATERIALS. Landlord represents that to its knowledge there are no hazardous materials or substances designated as such pursuant to State or Federal law as hazardous located on the Premises.

Lessee may not store, use, or dispose of any toxic or hazardous materials in, on, or about the Premises without the prior written consent of Lessor. Lessee will be solely responsible for and must defend, indemnify and hold Lessor, and its agents and employees, harmless from and against all claims, costs, and liabilities, including attorney's fees and expenses, arising out of or in connection with the Lessee storage, use, or disposal of any toxic or hazardous material in, on, or about the Premises.

Lessee will comply with all EPCRA reporting requirements for hazardous substances. Lessee will provide annual reports to NMSU and Arrowhead Center, Inc. of chemicals on hand, along with copies of applicable MSDS sheets, and work with NMSU Fire Department and any Local Emergency Planning committees on appropriate response planning. Lessee's obligations under this paragraph will survive the termination of this Agreement.

26. TITLE TO BUILDING AND IMPROVEMENTS. Nothing in this Agreement will convey title to any building and improvements within the Premises.

27. CONDITION OF PREMISES. Lessee acknowledges that it has inspected the

Premises and Lessee accepts the Premises in its current condition. At the end of the Term, Lessee, at its expense, must (i) surrender the Premises in the same condition as existed at the time the commencement of the Term, reasonable wear and tear excepted; (ii) have removed all of Lessee's property from the Premises;

(iii) have repaired any damage to the Premises caused by the removal of Lessee's Property; and (iv) leave the Premises free of trash and debris and the building in "broom clean" condition.

28. INSPECTIONS. Throughout the Term, Lessee will conduct, annually at a minimum, inspections of structural integrity and utility system performance to ensure safe use for production of film and television content. Lessee will comply with industry standards and best practice to satisfy this requirement, and provide documentation of all inspections to Lessor.

29. PERSONAL PROPERTY. Lessor will not be liable for any loss or damage to any inventory, goods, fixtures, improvements, or personal property of Lessee on or about the Premises.

30. APPLICATION OF LAW. Lessee must comply with all New Mexico laws, ordinances, regulations and other legal requirements affecting the Premises and the use thereof, and Lessee will indemnify, defend and hold Lessor harmless from expense or damage resulting from failure to do so.

31. FIXTURES. Except for Lessee's personal property and trade fixtures, all buildings, repairs, alterations, additions, improvements, installations, and other non-trade fixtures installed or erected on the Premises, whether by or at the expense of Lessor or Lessee, will belong to Lessor and will remain on and be surrendered with the Premises at the expiration or termination of this Agreement. However, at Lessor's option, Lessee must remove Lessee's alterations or improvements prior to the expiration of this Agreement and return the Premises to its original condition.

32. EMINENT DOMAIN. Should all or a part of the Premises be taken under eminent domain so that the Premises are unsuitable, in Lessee's reasonable opinion, for Lessee's use, then the term of this Agreement will terminate as of the date that title will vest in the acquiring authority and the Rent and other charges will be adjusted as of the date of such taking. The Lessor will be entitled to the proceeds of the eminent domain award made to Lessor. Nothing herein may be construed to prevent Lessee from separately pursuing a claim against the requisite authority for Lessee's independent loss or damages to the extent available, provided, however, that no award to Lessee will reduce the award to Lessor. Lessee will have no claim against Lessor for the value of the unexpired term of this Agreement.

33. DEFAULT AND REMEDIES. If: (a) Lessee fails to comply with any term, provision, condition, or covenant of this Agreement; (b) Lessee deserts or vacates the Premises; (c) any petition is filed by or against Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for Lessee or any of the assets of Lessee, then in any of such events, Lessee will be in default and Lessor willl have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement;

(iii) Rent said Premises or any part thereof for such term or terms and at such terms and conditions as Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of Lessor, rents received by Lessor from such reletting will be applied in order as follows: to the payment of any indebtedness from Lessee to Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by Lessee under this Agreement, Lessee must pay any such deficiency to Lessor and such deficiency will be calculated and collected by Lessor monthly. No such re-entry or taking possession of said Premises will be construed as an election on Lessor's part to terminate this Agreement unless a written notice of such intention is given to Lessee. Notwithstanding any such reletting without termination, Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may have.

34. WAIVER. The rights and remedies of Lessor under this Agreement, as well as those provided by law, will be cumulative, and none will be exclusive of any other rights or remedies. A waiver by Lessor of any breach or default of Lessee will not be deemed or construed to be a continuing waiver of such breach or default nor as a waiver of or permission, expressed or implied, for any subsequent breach or default. It is agreed that the acceptance by Lessor of any installment of Rent subsequent to the date the same should have been paid will not alter the covenant and obligation of Lessee to pay subsequent installments of Rent promptly upon the due date. Receipt by Lessor of partial payment after Lessee's default will not be construed to be or constitute a cure of any such default. No receipt of money by Lessor before or after the termination of this Agreement will in any way reinstate, continue, or extend the term above demised.

35. SUCCESSORS. The provisions, covenants, and conditions of this Agreement will bind and inure to the benefit of the legal representatives, heirs, successors, and assigns of each of the parties hereto, except that no assignment or subletting by Lessee without the written consent of Lessor will vest any rights in the assignee or sublessee of Lessee.

36. QUIET POSSESSION. Lessor agrees, so long as Lessee fully complies with all of the terms, covenants, and conditions of this Agreement, that Lessee may peaceably and quietly have, hold, and enjoy the Premises for the Term. Such right to quiet enjoyment will be binding upon Lessor, its heirs, successors, or assigns, but only during such party's ownership of the Premises.

37. AUTHORITY. Lessor and Lessee further covenant and represent that each has full right, title, power, and authority to make, execute, and deliver this Agreement.

38. BANKRUPTCY. Neither this Agreement nor any interest therein nor any estate hereby created will pass to any trustee or receiver in bankruptcy or to any other receiver or assignee for the benefit of creditors by operation of law or otherwise during the Term or any renewal thereof.

39. ECONOMIC IMPACT. Annually on a date to be determined by NMSU, Lessee will report to NMSU the total number of personnel employed by Lessee and the average wage paid to those employees for the sole purpose of supporting NMSU’s requirement to document economic impact generated by Arrowhead Park. This information will only be used in the aggregate and in no way will NMSU report specific employment figures of Lessee college to others.

40. MEMORANDUM OF LEASE FOR RECORD. The parties hereto agree that in lieu of the recording of this entire Agreement, the parties will execute a short memorandum, a form of which is attached hereto as Attachment "D", describing the Land, Building and Improvements and reciting the term of this Agreement with a general reference to the provisions of this instrument, which memorandum must be executed and acknowledged, and must be recorded by Lessee, or, at its election, by Lessor in the office of the County Clerk of Dona Ana County, New Mexico; provided, however, that either party may, in the event it seems advisable to such party, at any time record this entire Agreement.

41. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties, and no modification of this Agreement will be binding upon the parties unless evidenced by an agreement in writing signed by Lessor and Lessee after the date hereof. If more than one Lessee is named herein, the provisions of this Agreement will be applicable to and binding upon such Lessees, jointly and severally.

42. ESTOPPEL CERTIFICATES. Lessee may at any time upon written notice by

Lessor, with notice providing Lessee no less than ten (10) days, execute, acknowledge, and deliver to Lessor or to any lender of or purchaser from Lessor a statement in writing certifying that this Agreement is unmodified and in full force and effect (or if modified, stating the nature of such modification) and the date to which the Rent and other charges are paid in advance, if any, and acknowledging that there are not, to Lessee's knowledge, any uncured defaults on the part of Lessor, or specifying such defaults if any are claimed. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrances of the Premises or of the business of Lessor.

43. ADDITIONAL TERMS AND CONDITIONS. _The Lessee may at any time during the Term have the right to enter into negotiation with NMSU or its designee Arrowhead Center, Inc. for the lease of additional land at $6 per square foot under standard terms of leasing land in Arrowhead Park.

44. ATTACHMENTS. The following Attachments are incorporated herein:

Attachment A: Soundstage Complex Location Map Attachment B: Soundstage Complex Site Plan Attachment C: Soundstage Renderings Attachment D: Form of Memorandum of Sublease

IN WITNESS WHEREOF, the parties have indicated their acceptance of the terms of this Agreement by their signatures below on the dates indicated.

Lessor’s Signature ____________________ Date ___________________ Name ______________________ Title ___________________________

NOTARY ACKNOWLEDGMENT

STATE OF __________________

__________________ County, ss.

On this ____ day of __________________, 20____, before me appeared ____________________, as Lessee and ____________________, as Lessor of this Agreement who proved to me through government issued photo identification to be the above-named persons, in my presence executed foregoing instrument and acknowledged that (s)he executed the same as his/her free act and deed.

Notary Public Signature

Print Name: _____________________ Commission Expires: _____________________

Lessee’s Signature ____________________ Date ___________________ Name ______________________ Title ___________________________

NOTARY ACKNOWLEDGMENT

STATE OF __________________

__________________ County, ss.

On this ____ day of __________________, 20____, before me appeared ____________________, as Lessee and ____________________, as Lessor of this Agreement who proved to me through government issued photo identification to be the above-named persons, in my presence executed foregoing instrument and acknowledged that (s)he executed the same as his/her free act and deed.

Notary Public Signature

Print Name: _____________________ Commission Expires: _____________________

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