65268.00022\45163372.8
LEASE AGREEMENT
by and between
CITY OF ALAMEDA,
a charter city and municipal corporation
as LANDLORD
and
POSEIDON TECH CORPORATION,
a Delaware corporation
as TENANT
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 Exhibit 1 1
ii
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TABLE OF CONTENTS
PAGE
1. PREMISES ............................................................................................................................. 1
1.1 Premises ................................................................................................................... 1
1.2 Land and Parking ..................................................................................................... 1
1.3 Intentionally Omitted ............................................................................................... 2
1.4 Possession................................................................................................................. 2
1.5 Landlord’s Reserved Rights ..................................................................................... 3
2. TERM .................................................................................................................................... 4
2.1 Term ......................................................................................................................... 4
2.2 Option to Renew....................................................................................................... 4
2.3 Early Access.................................................................................................................................... 6
3. RENT .................................................................................................................................... 6
3.1 Base Rent ................................................................................................................. 6
3.2 Additional Rent ........................................................................................................ 7
3.3 Late Charge .............................................................................................................. 7
3.4 Interest ...................................................................................................................... 7
4. OPERATING EXPENSES AND TAXES ..................................................................................... 8
4.1 Definitions ................................................................................................................ 8
4.2 Determination and Payment of Operating Expenses and Taxes.................................... 9
4.3 Transportation Demand Management Fee and Benefits........................................................ 10
5. USE; COMPLIANCE WITH LAWS AND RESTRICTIONS ........................................................ 10
5.1 Use .......................................................................................................................... 10
5.3 Compliance with Laws ........................................................................................... 11
5.4 Compliance with Restrictions ................................................................................ 11
5.5 Use Permit .............................................................................................................. 12
6. SECURITY DEPOSIT ............................................................................................................ 12
6.1 Security Deposit .....................................................................................................12
6.2 Letter of Credit.......................................................................................................13
7. UTILITIES ........................................................................................................................... 18
7.1 Payments for Utilities and Services ....................................................................... 18
7.2 Excess Usage ...................................................................................................................18 Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 2 iii
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7.3 Intentionally Omitted .............................................................................................18
7.4 No Liability of Landlord ........................................................................................ 19
8. TAXES FOR WHICH TENANT IS DIRECTLY RESPONSIBLE ................................................. 19
8.1 Tenant’s Tax Obligation ........................................................................................ 19
8.2 Notice of Possessory Interest Taxes ......................................................................19
8.3 Payment of Tenant Taxes ....................................................................................... 19
9. ALTERATIONS .................................................................................................................... 20
9.1 Landlord Consent Required ................................................................................... 20
9.2 Alterations .............................................................................................................. 20
9.3 Excavations ............................................................................................................ 21
9.4 Liens ....................................................................................................................... 22
9.5 Electric Vehicle Charging Stations.................................................................................22
9.6 Initial Tenant Work..........................................................................................................22
10. MAINTENANCE AND REPAIR OF PREMISES ....................................................................... 23
10.1 Maintenance and Repair by Tenant ........................................................................ 23
10.2 Maintenance and Repair by Landlord .................................................................... 23
10.3 Energy Usage Reporting ................................................................................................. 24
10.4 Building Roof Condition; Future Roof Replacement ............................................24
11. ENVIRONMENTAL PROTECTION PROVISIONS ................................................................... 25
11.1 Hazardous Materials ............................................................................................... 25
11.2 Reportable Uses Required Consent ........................................................................ 26
11.3 Remediation Obligations ........................................................................................ 26
11.4 Environmental Permits ........................................................................................... 27
11.5 Landlord’s Inspection Right ................................................................................... 27
11.6 Hazardous Materials Handling Plan ....................................................................... 28
11.7 Hazardous Materials Indemnity ............................................................................. 28
12. ASSIGNMENT AND SUBLETTING ......................................................................................... 29
12.1 Landlord Consent Required ................................................................................... 29
12.2 Landlord Recapture....................................................................................................29
12.3 Consent ................................................................................................................... 29 Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 3 iv
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12.4 Transfer Premium ................................................................................................... 30
12.5 Tenant Affiliates..............................................................................................................30
12.6 No Release ............................................................................................................. 31
12.7 Expenses and Attorneys’ Fees ................................................................................ 31
12.8 Limitations on Transfer Reasonable ....................................................................... 31
13. INDEMNITY AND WAIVER OF CLAIMS ............................................................................... 31
13.1 Tenant Indemnification .......................................................................................... 31
13.2 Waiver and Release of Claims ............................................................................... 32
13.3 Survival; No Impairment................................................................................................. 33
14. INSURANCE ......................................................................................................................... 33
14.1 Tenant’s Insurance ................................................................................................. 33
14.2 Requirements For All Policies ............................................................................... 34
14.3 Certificates of Insurance ......................................................................................... 34
14.4 Landlord’s Insurance .............................................................................................. 35
15. DAMAGE OR DESTRUCTION ............................................................................................... 35
15.1 Definitions .............................................................................................................. 35
15.2 Partial Damage - Insured Loss ............................................................................... 36
15.3 Partial Damage - Uninsured Loss ........................................................................... 36
15.4 Total Destruction .................................................................................................... 37
15.5 Damage Near End of Term .................................................................................... 37
15.6 Abatement of Rent ................................................................................................. 37
15.7 Waiver of Statutory Termination Rights........................................................................37
15.8 Existing Roof Condition..................................................................................................37
16. CONDEMNATION ................................................................................................................ 38
17. DEFAULT ............................................................................................................................ 39
17.1 Events of Default .................................................................................................... 39
17.2 Remedies ................................................................................................................ 39
17.3 No Waiver .............................................................................................................. 40
17.4 Waiver of Redemption, Reinstatement, or Restoration .......................................... 40
17.5 Remedies Cumulative ............................................................................................ 41 Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 4 v
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17.6 Landlord’s Right to Perform Tenant’s Obligations ................................................ 41
17.7 Replacement of Statutory Notice Requirements............................................................41
17.8 Severability ......................................................................................................................41
17.9 Landlord’s Default: Time Limit for Action....................................................................41
18. LIMITATION OFLIABILITY ................................................................................................ 42
19. SURRENDER OF PREMISES ................................................................................................. 42
20. HOLDING OVER ................................................................................................................. 43
21. MORTGAGES ...................................................................................................................... 43
21.1 Subordination to Mortgages ................................................................................... 43
21.2 Mortgage Protection...............................................................................................44
22. TENANT’S ESTOPPEL CERTIFICATE .................................................................................. 44
23. INTENTIONALLY OMITTED ................................................................................................ 44
24. NOTICE ............................................................................................................................... 44
25. LABOR PROVISIONS ........................................................................................................... 45
25.1 Equal Opportunity .................................................................................................. 45
25.2 Convict Labor ........................................................................................................ 45
25.3 Prevailing Wages and Related Requirement..................................................................45
26. MISCELLANEOUS ............................................................................................................... 46
26.1 Governing Law ....................................................................................................... 46
26.2 Surplus Land Act...................................................................................................................46
26.3 Severability ............................................................................................................. 47
26.4 No Recovery of Attorney’s Fees or Costs......................................................................47
26.5 Force Majeure Events ............................................................................................. 47
26.6 Right to Lease, Sell ................................................................................................ 48
26.7 Signs ....................................................................................................................... 48
26.8 Brokers ................................................................................................................... 48
26.9 Access by Landlord ................................................................................................ 48
26.10 Waiver of Right to Jury Trial ................................................................................. 49
26.11 Recordation.................................................................................................................48
26.12 Headings; Gender; Exhibits ...................................................................................49 Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 5 vi
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26.13 Authority ................................................................................................................ 49
26.14 Quiet Possession ..................................................................................................... 50
26.15 Asbestos Notification for Commercial Property Constructed Before 1979 ........... 50
26.16 Lead Warning Statement ........................................................................................ 50
26.17 OFAC Certification ................................................................................................ 50
26.18 Certified Access Specialist Disclosure ................................................................... 50
26.19 Time of the Essence ............................................................................................... 51
26.20 Entire Agreement ................................................................................................... 51
26.21 Rules and Regulations ............................................................................................ 51
26.22 Financial Statement ................................................................................................ 51
26.23 Relocation Benefits ................................................................................................ 51
26.24 Intentionally Omitted ............................................................................................................51
26.25 Subdivision and Development of Property .........................................................................51
26.26 Environmental and Planning Documents............................................................................51
26.27 Easements...............................................................................................................................51
26.28 Transportation Management................................................................................................. 51
26.29 Multiple Parties......................................................................................................................51
26.30 Landlord’s Lien and Security Interest..................................................................................52
26.31 Mold........................................................................................................................................52
26.32 Radon Disclosure...................................................................................................................52
26.33 Survival of Obligations.........................................................................................................52
26.34 Independent Covenants......................................................................................................... 54
26.35 Waiver .................................................................................................................................... 54
26.36 Successors.............................................................................................................................. 54
26.37 Counterparts........................................................................................................................... 54 SIGNATURES .................................................................................................................. 54 Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 6 vii
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INDEX OF EXHIBITS
Exhibit
A PREMISES
A-1 PARKING AREA
A-2 INTENTIONALLY OMITTED
B COMMENCEMENT LETTER
C RENEWAL NOTICE
D ACKNOWLEDGMENT OF RECEIPT
E ENVIRONMENTAL QUESTIONNAIRE
F RULES AND REGULATIONS
G TENANT WORK LETTER
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 7 65268.00022\45163372.8
1 BASIC LEASE INFORMATION
Lease Date: Dated as of __________ ___, 202_ for reference purposes only.
Landlord: City of Alameda,
a charter city and municipal corporation
Landlord’s Address: City of Alameda
Alameda City Hall
2263 Santa Clara Ave
Alameda, CA 94501
Tel: (510) 748-4509
Attn: City Manager
Notice Copy to:
Lincoln Property Company (LPC West, LP),
as Agent for City of Alameda
950 W. Mall Square Suite, Suite 239
Alameda, CA 94501
Tel: (510) 749-0304
Tenant: Poseidon Tech Corporation,
a Delaware corporation
Tenant’s Address:
Premises:
(Section 1)
Building 11 plus fenced yard, as depicted on Exhibit A.
Rentable Area of Premises: Approximately 110,561 rentable square feet.
Building: 1190 W. Tower Avenue, Alameda, CA 94501
Term:
(Section 2.1 )
Eighty-four (84) months
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2 Estimated Commencement
Date:
September 1, 2026
Estimated Expiration Date: August 31, 2033
Renewal Option:
(Section 2.2)
Tenant has two (2) option(s) to renew for five (5) years each.
Base Rent:
(Section 3.1)
Months Base Rent
1 - 12 $82,921.50/month
13 – 24 $85,823.75/month
25 – 36 $177,653.56/month
37 – 48 $183,873.10/month
49 - 60 $190,310.38/month
61 – 72 $196,973.02/month
73 – 84 $203,868.92/month
The Base Rent schedule above reflects a negotiated rent phase-in.
Tenant shall have possession of the entire Premises from the Commencement Date, and the reduced Base Rent payable during Lease Months 1 through 24 shall not reduce the Premises, the Rentable Area of the Premises, Tenant’s maintenance obligations, Tenant’s insurance obligations, or Tenant’s obligation to pay Additional Rent, Operating Expenses, Taxes, Utilities, Tenant Taxes, and other charges under this Lease, except to the extent expressly stated otherwise in this Lease.
Payment of Operating
Expenses, Taxes and Utilities:
(Sections 4, 7 and 8)
Tenant shall pay Tenant’s Share of the Operating Expenses and Taxes, and all charges for Utilities and other taxes for which Tenant is directly responsible.
Tenant’s Share:
(Section 4.1(a))
100%. Tenant’s Share shall be calculated based on the entire Rentable Area of the Premises, notwithstanding the Base Rent phase-in set forth in Section 3.1(b).
Security Deposit: $1,020,000.00, which may be satisfied by cash, an irrevocable letter of credit acceptable to Landlord, or a combination of both.
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3 (Section 6)
Permitted Use:
(Section 5)
General office, research and development, light manufacturing and assembly of autonomous aircraft and related components, ancillary storage, and staging of finished aircraft for transport, subject to all applicable laws, permits, environmental restrictions, and Landlord approvals.
Tenant Work:
(Section 9.6)
Tenant shall design, permit, construct and pay for the initial tenant improvements and related work described in Exhibit G, subject to the terms of this Lease. Landlord shall have no obligation to provide a tenant improvement allowance,
reimbursement, construction payment, or other funding for the Tenant Work.
Parking:
(Section 1.2)
Tenant shall have the exclusive right to have its employees and visitors park in the paved areas adjacent to the Buildings as identified as the Parking Areas on Exhibit A-1 attached hereto, as further set forth in Section 1.2 below.
Brokers:
(Section 26.8)
Jones Lang LaSalle Brokerage, Inc. (“JLL”), acting through separate representatives for Landlord and Tenant. Landlord is represented by Ada Wong/Francisco Torres. Tenant is
represented by Ryan Ringelstein/Kristi Childers/Dan Johnson.
Surplus Land Act
Compliance:
(Section 26.2)
The City has reviewed the terms of the Lease for the Premises in accordance with the terms, provisions and requirements of the California Surplus Land Act (California Government Code Sections 54220-54233) (the “SLA”) pursuant to a Resolution 15777, adopted by the City Council on May 19, 2021.
FLS Pro Rata Share:
(Section 4.1)
The Property and surrounding buildings owned by City share fire life safety systems, including a fire water per EBMUD meter and pump and diesel tank operations (“FLS Systems”) maintained by City. As part of the Operating Expenses, Tenant shall reimburse City for its FLS Pro Rata Share of the FLS Systems maintenance costs incurred by City (“FLS Costs”). Tenant’s FLS Pro Rata Share is 31.45% (the total rsf of the Building divided by the aggregate rsf of all buildings served by the shared FLS Systems).
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Lease Agreement
City of Alameda – Poseidon Tech Corporation
LEASE AGREEMENT
THIS LEASE AGREEMENT is made and entered into as of the ___ day of ________ 2026, by and between CITY OF ALAMEDA, a charter city and municipal corporation (“Landlord”) and POSEIDON TECH CORPORATION, a Delaware corporation (“Tenant”).
The Basic Lease Information and the exhibits attached hereto shall be construed together with this Lease Agreement as a single instrument collectively referred to as the “Lease”. To the extent of any conflict between the Basic Lease Information and the provisions of the Lease Agreement, the provisions of this Lease Agreement shall prevail.
1. PREMISES.
1.1 Premises. Landlord leases to Tenant and Tenant leases from Landlord, upon the terms and conditions set forth in this Lease, those Premises specified in the Basic Lease Information, including the improvements thereon. The Premises are located at the project consisting of the Building (the “Property”). The Premises have the address and contain the square footage specified in the Basic Lease Information; provided, however, that any statement of square footage set forth in this Lease is an approximation which Landlord and Tenant agree is reasonable, and no economic terms of this Lease based on square footage shall be subject to revision regardless of whether the actual square footage is more or less.
1.2 Parking. In addition to the Premises, Landlord grants to Tenant and its employees, agents, suppliers, customers and patrons the exclusive right to use those portions of the Property designated on Exhibit A-1 for parking purposes (the “Parking Area”). The Parking Area shall be subject to the following terms and conditions, as applicable:
(a) Tenant may also use the Parking Area for the temporary loading and unloading of trucks shipping items to and from the Premises. (b) Landlord shall not be required to enforce Tenant’s rights to use any parking spaces on the Parking Area. Landlord reserves the right, from time to time, to stripe, restripe or otherwise designate those areas of the Property (exclusive of the Parking Area) which may be used for parking purposes.
(c) Under no circumstances may the Parking Area be utilized for the storage (beyond 72 hours), repair or maintenance of any vehicles. (d) Should Tenant or its agents, employees or invitees use the Parking Area or any portion thereof in violation of this Lease, Landlord shall notify Tenant of such alleged violation. If Tenant has not cured such violation within twenty-four (24) hours of Tenant’s receipt of such notification from Landlord, Landlord shall have the right, as its sole and exclusive remedy, to tow away any vehicle involved and charge the cost of towing and storage to Tenant, which cost shall be immediately payable upon demand by Landlord as Additional Rent. (e) Neither Landlord nor any Landlord Related Parties (as defined herein) shall be liable for: (i) loss or damage to any vehicle or other personal property Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 11 65268.00022\45163372.8
Lease Agreement
City of Alameda – Poseidon Tech Corporation
parked or located upon or within the Parking Area, whether pursuant to this license or otherwise and whether caused by fire, theft, explosions, strikes, riots, or any other cause whatsoever; or (ii) injury to or death of any person in, about or around any parking spaces or any portion of the Parking Area or any vehicles parked thereon whether caused by fire, theft, assault, explosion, riot or any other cause whatsoever and Tenant hereby waives any claims for, or in respect to, the above.
(f) Tenant shall not assign any of its rights under this Section
1.2 except in connection with an assignment of Tenant’s interests in the Lease or a sublease in accordance with Section 12 below; in the event an attempt to assign is made, it shall be void. (g) Landlord shall have no maintenance obligations for the Parking Area, and all provisions of this Lease concerning Tenant’s rights and obligations governing its use and occupancy of the Premises that are not inconsistent with this Section 1.2 shall be applicable to the Parking Area.
(h) In addition to the foregoing, if Tenant desires storage rights or other such uses of the Parking Area, Tenant shall provide a narrative written description and plans showing such uses for Landlord’s review and approval. If Tenant obtains Landlord’s approval for outside storage or other uses, the same shall be properly screened.
1.3 Intentionally omitted.
1.4 Possession. Landlord will deliver possession of the Premises to Tenant on the Commencement Date (as defined herein). If for any reason Landlord has not delivered to Tenant possession of the Premises by the Commencement Date, this Lease shall nonetheless remain in effect and Landlord shall not be in default or be liable to Tenant for any loss or damage resulting from such delay, nor shall such delay affect the obligations of Tenant hereunder; provided, however, that in such a case, Tenant shall not be obligated to pay rent or perform any other obligation of Tenant under this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is tendered to Tenant.
1.5 As-Is Condition. Except as expressly provided in Section 10.4, Tenant has had the opportunity to inspect the Premises, has determined that the Premises is acceptable for Tenant's intended use, and accepts the Premises in its “AS IS” “WITH ALL FAULTS” condition and configuration without any representations or warranties by Landlord, and subject to all matters of record, the Restrictions (as defined herein) and all applicable laws, ordinances, rules and regulations, with no obligation of Landlord to maintain, repair or make alterations or improvements to the Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the suitability of the Premises, Building, Parking Area, or infrastructure for the conduct of Tenant’s business. Landlord shall not be liable for any latent or patent defects in the Building, Parking Area or Premises. Tenant shall be responsible for requesting an inspection and obtaining a Certificate of Occupancy from the City of Alameda. Tenant shall be responsible at its sole cost for meeting all requirements mandated by the Certificate of Occupancy inspection, including any necessary fire sprinkler upgrades, electrical service upgrades, and compliance with the ADA (as defined herein).
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Lease Agreement
City of Alameda – Poseidon Tech Corporation
Landlord has not made and specifically disclaims any representations, warranties or promises, and Tenant specifically waives any express or implied warranty, related to (a) the Premises or Landlord’s interest in the Premises; (b) the value, nature, quality or condition of the Premises, including the improvements, and the soil, topography, environmental condition, Hazardous Materials (as defined herein) and/or geology of the Premises; (c) the income of the Premises; (d) the suitability or fitness of the Premises for any and all activities and uses which Tenant intends to conduct thereon; (e) the compliance or status of the Premises with respect to any entitlements, permits or Laws (including, without limitation any environmental protection, pollution, zoning, land use or Hazardous Materials Laws); (f) the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Premises; (g) the future rights, entitlements, permits, or developability of the Premises; (h) the zoning of the Premises; (i) governmental approvals or agreements concerning the Premises; (j) existing permits; (k) the title condition of the Premises; (l) any fixtures, systems, utilities or equipment located at or servicing the Premises; or (m) any other matter with respect to the Premises. TENANT EXPRESSLY WAIVES ANY
AND ALL EXPRESS AND IMPLIED WARRANTIES OF CONDITION, HABITABILITY,
SUITABILITY FOR OCCUPANCY, USE, HABITATION, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY RELATING TO THE PREMISES. This Lease is subject to no contingencies whatsoever in favor of Tenant.
1.6 Security. Landlord shall have no obligation to provide security service or take security measures with respect to the Premises, and makes no warranties, express or implied, relating to the security of the Premises, the Building or the Property. Tenant shall be responsible for obtaining and maintaining any and all security it desires with respect to the Premises, and Tenant agrees that Landlord shall have no liability to Tenant or any Tenant Related Parties (as defined herein) for any criminal activity or breach of security, or the implementation or exercise of, or failure to implement or exercise, any security measures with respect to the Premises, the Building or the Property.
1.7 Landlord’s Reserved Rights. Landlord reserves the right, upon at least forty-eight (48) hours prior written notice to Tenant, without constituting an actual or constructive eviction, to make alterations, additions, changes, repairs, improvements to or in all or any part of the Building, within and around the Building, and to parking areas, drive isles, landscaping, curb cuts and paved and unpaved portions of the exterior areas not included in the Premises. Without limiting the foregoing, Landlord reserves the right from time to time to install, use, maintain, repair, relocate and replace pipes, ducts, conduits, wires, meters and equipment for services to the Premises or those parts of the Building which are above the ceiling surfaces, below the floor surfaces, within the walls and in the central core areas of the Building which are located within the Premises or located elsewhere in the Building. In connection with any of the foregoing activities, Landlord shall use reasonable efforts to minimize any interference with Tenant’s use of the Premises and shall not, without the prior written approval of Tenant, (a) materially change the location, size or configuration of the Premises; or (b) do anything which would have a material and adverse effect on access and/or ingress and egress to the Premises. No rights to any view or to light over any property, whether belonging to Landlord or any other person, are granted to Tenant by this Lease.
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Lease Agreement
City of Alameda – Poseidon Tech Corporation
2. TERM.
2.1 Term. The term of this Lease (“Term”) shall be for the period specified in the Basic Lease Information, commencing on the later of (a) the Estimated Commencement Date or (b) thirty (30) days after this Lease has been approved by the City Council upon second reading, in the City Council’s sole and absolute discretion, the date of which approval shall be deemed to be the effective date of an ordinance approving this Lease as required by the City Charter (“Commencement Date”). If the Commencement Date is not on the first day of a calendar month, the Term shall be computed from the first day of the next calendar month after the Commencement Date, with prorated Base Rent and Additional Rent payable by Tenant for any partial period between the Commencement Date and the first day of the next calendar month.
This Lease shall terminate at midnight on the last day of the last calendar month of the Term (“Expiration Date”), unless sooner terminated or extended (if applicable). Promptly following the Commencement Date, Landlord and Tenant shall enter into a letter agreement substantially in the form attached hereto as Exhibit B, specifying and confirming the Commencement Date and the Expiration Date; if Tenant fails to execute and deliver such letter agreement to Landlord within ten (10) business days after Landlord’s delivery of the same to Tenant, said letter agreement as completed by Landlord will be deemed final and binding upon Tenant.
2.2 Option to Renew.
(a) Renewal Options. Tenant shall have two (2) option(s) to extend the Term (each a “Renewal Option”) for a period of five (5) years (“Renewal Term”).
A Renewal Option may be exercised only by the Tenant identified in the Basic Lease Information or an assignee that is a Tenant Affiliate (as defined herein) and may not be exercised by any other sublessee or assignee or by any other successor or assign. A Renewal Option shall be effective only if Tenant is not in Default under this Lease, either at the time of exercise of a Renewal Option or the time of commencement of the Renewal Term. Tenant shall exercise a Renewal Option, if at all, by written notice (“Election Notice”) from Tenant to Landlord, in a form substantially the same as Exhibit C, given no more than twelve (12) months but no less than nine (9) months prior to expiration of the initial Term or any current Renewal Term, as applicable. Any such notice given by Tenant to Landlord shall be irrevocable. If Tenant fails to exercise a Renewal Option in a timely manner as provided for above, the relevant Renewal Option shall be void. The City Manager is authorized to negotiate and execute an amendment to this Lease and any other documents necessary to effectuate a Renewal Option, should Tenant exercise it pursuant to this section.
(b) Terms and Conditions. If Tenant exercises a Renewal Option, the Term shall be extended for an additional period of five (5) years upon the same terms and conditions as the initial Term except that (i) there shall be no further Renewal Options available to Tenant at the expiration of the second Renewal Term, (ii) Tenant shall continue to occupy the Premises in its “as-is” condition without any tenant improvement allowance from Landlord, and (iii) the Base Rent during the Renewal Term (the “Renewal Base Rent”) shall be determined as set forth in Section 2.2 (c) below and payable on the first day of each month during the Renewal Term.
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Lease Agreement
City of Alameda – Poseidon Tech Corporation
Landlord shall be responsible for any brokerage commissions, costs, and/or finder’s fees payable in connection with Tenant’s exercise of a Renewal Option; provided, however, that Landlord shall not be responsible for any commission, fee, or other compensation arising from a separate agreement between Tenant and any broker unless Landlord has approved such agreement in writing.
(c) Renewal Base Rent. The Renewal Base Rent for the first year of any Renewal Term shall be the “Fair Market Rent, prevailing at the commencement of the relevant Renewal Term; however, in no event shall the Renewal Base Rent be less than 103.5% of the Base Rent immediately preceding the Renewal Term. Thereafter, the Renewal Base Rent shall increase annually by three and a half percent (3.5%) on each anniversary date of the Renewal Term for the remainder of such Renewal Term. The determination of the Fair Market Rent shall be made as follows: Within thirty (30) days after receipt of the Election Notice, Landlord and Tenant shall meet and confer in an effort to reach a mutual agreement as to the monthly Base Rent for the Premises for the Renewal Term. If Landlord and Tenant are unable to reach agreement as to the Fair Market Rent, the Fair Market Rent shall be determined as follows:
(i) Landlord and Tenant shall each appoint one (1)
independent appraiser who shall by profession be an M.A.I. certified real estate appraiser who shall have been active over the five (5) year period ending on the date of such appointment in the leasing of commercial (including industrial) properties in the Alameda, California area. The determination of the appraisers shall be limited solely to the issue of whether Landlord’s or Tenant’s last proposed best and final fair market rental rate for the Premises is the closest to the actual fair market rental rate for the Premises as determined by the appraisers, taking into account the requirements specified in Section 2.2(c) above. Each such appraiser shall be appointed within ten (10) business days after the Landlord and Tenant fail to reach agreement as to the Fair Market Rent.
(ii) The two (2) appraisers so appointed shall within ten (10) business days after the date of the appointment of the last appointed appraiser agree upon and appoint a third appraiser who shall be qualified under the same criteria set forth hereinabove for qualification of the initial two (2) appraisers.
(iii) The three (3) appraisers shall within ten (10)
business days after the appointment of the third appraiser reach a decision as to whether the parties shall use Landlord’s or Tenant’s submitted best and final fair market rental rate, and shall notify Landlord and Tenant thereof. During such ten (10) business day period, Landlord and Tenant may submit to the appraisers such information and documentation to support their respective positions as they shall deem reasonably relevant and Landlord and Tenant may each appear before the appraisers jointly to question and respond to questions from the appraisers. (iv) The decision of the majority of the three (3)
appraisers shall be binding upon Landlord and Tenant and neither party shall have the right to reject the decision or to undo the exercise of the applicable Renewal Option. If either Landlord or Tenant fails to appoint an appraiser within the time period specified in Section 2(c) Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 15 65268.00022\45163372.8
Lease Agreement
City of Alameda – Poseidon Tech Corporation
hereinabove, the appraiser appointed by one of them shall within ten (10) business days following the date on which the party failing to appoint an appraiser could have last appointed such appraiser reach a decision based upon the same procedures as set forth above (i.e., by selecting either Landlord’s or Tenant’s submitted best and final fair market rental rate), and shall notify Landlord and Tenant thereof, and such appraiser’s decision shall be binding upon Landlord and Tenant and neither party shall have the right to reject the decision or to undo the exercise of the applicable Renewal Option.
(v) If the two (2) appraisers fail to agree upon and
appoint a third appraiser, either party, upon ten (10) days written notice to the other party, can apply to the Presiding Judge of the Superior Court of Alameda County to appoint a third appraiser meeting the qualifications set forth herein. The third appraiser, however, selected shall be a person who has not previously acted in any capacity for either party. (vi) The cost of each party’s appraiser shall be the
responsibility of the party selecting such appraiser, and the cost of the third appraiser (or arbitration, if necessary) shall be shared equally by Landlord and Tenant. (vii) If the process described hereinabove has not
resulted in a selection of either Landlord’s or Tenant’s submitted best and final fair market rental rate by the commencement of the applicable Renewal Option Term, then the fair market rental rate estimated by Landlord will be used until the appraiser(s) reach a decision, with an appropriate rental credit and other adjustments for any overpayments of Renewal Base Rent or other amounts if the appraisers select Tenant’s submitted best and final estimate of the fair market rental rate. The parties shall enter into an amendment to this Lease confirming the terms of the decision.
2.3 Early Access. Tenant is entitled to access the Premises prior to the Commencement Date pursuant to that certain License Agreement between Landlord and Tenant dated August 4, 2026.
3. RENT.
3.1 Base Rent.
(a) Generally. From and after the Commencement Date,
Tenant shall pay to Landlord, in advance of the first day of each calendar month, without any setoff or deduction and without further notice or demand, the monthly installments of rent specified in the Basic Lease Information (“Base Rent”). One full installment of Base Rent shall be due and payable on the date of execution of this Lease by Tenant and shall be applied to the first full calendar month for which the Base Rent is due. If the Commencement Date is a date other than the first day of a calendar month, the Base Rent paid for any fractional month during the Term shall be prorated based upon a thirty (30) day calendar month.
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 16 65268.00022\45163372.8
Lease Agreement
City of Alameda – Poseidon Tech Corporation
(b) Rent Phase In. The parties acknowledge and agree that the Base Rent schedule set forth in the Basic Lease Information reflects a negotiated phase-in of Base Rent during the first twenty-four (24) months of the Term. Such phase-in is a negotiated economic term of this Lease and shall not be construed as a reduction in the size of the Premises, a partial delivery of the Premises, an abatement for delayed possession, a waiver of Rent, or an agreement by Landlord to fund, reimburse, construct, or pay for any Alterations or tenant improvements. Tenant shall lease and accept possession of the entire Premises as of the Commencement Date and shall be responsible for all obligations under this Lease with respect to the entire Premises from and after the Commencement Date, including without limitation Tenant’s obligations to pay Additional Rent, Operating Expenses, Taxes, Tenant Taxes, Utilities, insurance, maintenance, repair, compliance costs, and all costs of Tenant’s Alterations and improvements, except as expressly provided otherwise in this Lease. The Base Rent schedule is a negotiated economic term and shall not be deemed a tenant improvement allowance, reimbursement, construction payment, or agreement by Landlord to fund, construct, or pay for any Tenant Work or Alterations.
3.2 Additional Rent. As used in this Lease, the term “Additional Rent” shall mean all sums of money, other than Base Rent, that are due and payable by Tenant under the terms of this Lease, whether or not expressly designated as Additional Rent. The term “Rent” shall mean all Base Rent, Additional Rent and all other amounts payable hereunder from Tenant to Landlord. Unless otherwise specified, all items of Rent other than Base Rent shall be due and payable by Tenant on or before the date that is thirty (30) days after billing by Landlord, unless a different time period is specified in this Lease.
3.3 Late Charge. Other remedies for non-payment of Rent notwithstanding, if any Base Rent or Additional Rent is not received by Landlord on or before the fifth (5th) day following the due date and Landlord has delivered written notice to Tenant of such non-payment, or if any other payment owed by Tenant which does not have a scheduled due date is not received by Landlord on or before the thirtieth (30th) day following the date Tenant was invoiced for such charge, a late fee of five percent (5%) of the past due amount shall be immediately due and payable as Additional Rent.
3.4 Interest. Any installment of Rent and any other sum due from Tenant under this Lease which is not received by Landlord within five (5) days of its due date shall bear interest from the due date until paid at the lesser of: (a) an annual rate equal to the maximum rate of interest permitted by law, or (b) five percent (5%) per annum (the “Interest Rate”). Payment of such interest shall not excuse or cure any Default by Tenant.
3.5 Payment of Rent and Security Deposit after Default. If Tenant fails to pay Rent or any other monetary obligation when due, after Tenant’s third failure to pay any monetary obligation on the date it is due, at Landlord’s option, all monetary obligations of Tenant under this Lease shall thereafter be paid by cashier’s check, and/or Tenant shall provide Landlord with an additional security deposit equal to three (3) months’ Base Rent. If Landlord has required Tenant to make payments by cashier’s check or to provide an additional security deposit, Tenant’s failure to make a payment by cashier’s check or to provide the additional security deposit shall be a material default.
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Lease Agreement
City of Alameda – Poseidon Tech Corporation
4. OPERATING EXPENSES AND TAXES.
4.1 Definitions. For purposes of this Section 4, the following terms shall have the following meanings:
(a) “Tenant’s Share” shall mean the percentage specified in the Basic Lease Information. Tenant’s Share has been computed by dividing the rentable area of the Premises by the total rentable area of the Building. The rentable area of the Premises specified in the Basic Lease Information is conclusive and binding upon Tenant. In the event that either the rentable area of the Premises or the total rentable area of the Building is changed or remeasured by Landlord (which Landlord shall have the right to do from time to time), Tenant’s Share and the rentable area of the Premises and Building will be appropriately adjusted; and, as to the Tax and Expense Year in which such change occurs, for purposes of this Section 4, Tenant’s Share shall be determined on the basis of the number of days during such Tax and Expense Year that each such percentage is applicable.
(b) “Tax and Expense Year” shall mean the twelve (12)
consecutive month period commencing July 1st and ending on June 30th of each year or partial year during the Term, provided that Landlord, upon notice to Tenant, may change the Tax and Expense Year from time to time (but not more frequently than once in any twelve (12) month period) to any other twelve (12) consecutive month period and, in the event of any such change, Tenant’s Share of Taxes and Operating Expenses shall be equitably adjusted for the Tax and Expense Years involved in any such change.
(c) “Taxes” shall mean all taxes, assessments, fees,
impositions and charges levied (if at all) upon or with respect to the Building, any personal property of Landlord used in the operation of the Building, or Landlord’s interest in the Building, other than Tenant Taxes which are the subject of Section 8. Taxes shall include, without limitation and whether now existing or hereafter enacted or imposed, all general real property taxes, (i) all general and special bonds and assessments, (ii) all charges, fees and levies for or with respect to transit, housing, police, fire, flood control, infrastructure, or other governmental or quasi-governmental services or purported benefits to or burdens attributable to the Building or any occupants thereof, (iii) all service payments in lieu of taxes, and (iv) any tax, fee or excise on the act of entering into this Lease or any other lease of space in the Building or any occupants thereof, on the use or occupancy of the Building, on the rent payable under any lease or in connection with the business of renting space in the Building. Taxes also include any government or private assessments (or the Building’s contribution toward a government or private cost-sharing agreement) for the purpose of augmenting or improving the quality of services and amenities normally provided by government agencies. The amount of Taxes for any Tax and Expense Year shall be calculated without any reduction by reason of Section 51(a)(2) of the California Revenue and Taxation Code ("Proposition 8"). Notwithstanding the foregoing, in the event Landlord has the right to elect to have assessments amortized over different time periods, Landlord will elect (or will charge such assessment through to Tenant as if Landlord had elected) to have such assessment amortized over the longest period permitted by the assessing authority, and only the amortized portion of such assessment (with interest at the lesser of the actual interest rate paid by Landlord or the then maximum rate of interest not Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 18 65268.00022\45163372.8
Lease Agreement
City of Alameda – Poseidon Tech Corporation
prohibited or made usurious by Law) shall be included in Taxes on an annual basis. Taxes shall not include any franchise, transfer or inheritance or capital stock taxes, or any income taxes measured by the net income of Landlord from all sources, unless due to a change in the method of taxation any such taxes are levied or assessed against Landlord as a substitute for, or as an addition to, in whole or in part, any other tax that would otherwise constitute a Tax. Taxes shall also include reasonable legal fees and other costs and disbursements incurred by Landlord in connection with proceedings to contest, determine or reduce Taxes provided, however, that Landlord shall pay to Tenant promptly after receipt by Landlord an amount equal to Tenant’s Share of any refunded or recovered Tax previously paid by Tenant. (d) “Operating Expenses” shall mean all costs and expenses paid or incurred by Landlord in connection with the management, operation, maintenance, insurance and repair of the Building, Parking Area and all related improvements constructed thereon, and Tenant’s FLS Pro Rata Share of FLS Costs. Capital expenditures shall be amortized on a straight-line-basis over the useful life of the capital improvement together with interest at the Interest Rate. Operating Expenses shall not include the cost of capital replacement of the Building roof or the Roof Replacement Work, except to the extent such cost is caused by Tenant, Tenant’s contractors, Tenant Work, Alterations, rooftop equipment, roof penetrations, or other acts or omissions of Tenant or Tenant Related Parties. (e) “FLS Systems” means the shared fire life safety systems serving the Building and other buildings in the larger complex, including fire life safety inspection, testing, monitoring, maintenance, fire water service through the applicable EBMUD meter, pump operations, diesel tank operations, and related equipment and facilities. “FLS Costs” means all costs paid or incurred by Landlord in connection with the operation, inspection, testing, monitoring, maintenance, repair, and replacement of the FLS Systems. Tenant shall pay Tenant’s FLS Pro Rata Share of FLS Costs as Operating Expenses.
4.2 Determination and Payment of Operating Expenses and Taxes. Tenant shall pay to Landlord as Additional Rent one-twelfth (1/12th) of Tenant’s Share of the Taxes and the Operating Expenses for each Tax and Expense Year, or portion thereof, on or before the first day of each month during such Tax and Expense Year, in advance, in an amount estimated by Landlord set forth in an annual statement delivered by Landlord to Tenant; provided that Landlord shall have the right to revise such estimates not more than twice per Tax and Expense Year and Tenant shall thereafter make Additional Rent payments on the basis of such revised estimates. After the end of each Tax and Expense Year, Landlord shall submit to Tenant a statement showing the actual amount which should have been paid by Tenant with respect to Taxes and Operating Expenses for the past Tax and Expense Year, the amount actually paid during that year by Tenant, and the amount of the resulting balance due or overpayment made, as the case may be (“Landlord’s Statement”). Landlord’s Statement shall set forth in reasonable detail, and shall contain a line-item breakdown showing at least the following major categories:
(i) maintenance and repairs; (ii) landscaping; (iii) utilities (electricity; gas; water and sewer); and (iv) insurance. Any balance shown to be due on the Landlord’s Statement shall be paid by Tenant to Landlord within thirty (30) days following Tenant’s receipt thereof; and any overpayment shall be immediately credited against Tenant’s obligation to make monthly payments for Taxes and Operating Expenses for the then current Tax and Expense Year, or, if by Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 19 65268.00022\45163372.8
Lease Agreement
City of Alameda – Poseidon Tech Corporation
reason of any termination of this Lease no such obligation exists, any such overpayment shall be refunded to Tenant. As an alternative to the monthly payment of Tenant’s Share of Taxes and Operating Expenses, and at Landlord’s sole discretion, Landlord may direct Tenant to pay, within thirty (30) days of Landlord’s delivery of Landlord’s Statement, the full annual amount set forth therein. If the Expiration Date occurs on a date other than the last day of a Tax and Expense Year, Tenant’s Share of Taxes and Operating Expenses for the Tax and Expense Year in which the Expiration Date occurs shall be on a pro rata basis from and including the first day of the Tax and Expense Year in which the Expiration Date occurs to and including the Expiration Date, based on a 365 day year. Where the calculation of Operating Expenses and Taxes for a Tax and Expense Year cannot be made until after expiration or termination of this Lease, the obligation of Tenant to pay its proportionate share as Additional Rent shall survive the expiration or termination hereof and such Additional Rent for such period shall be payable by Tenant upon demand by Landlord.
4.3 Transportation Demand Management Fee and Benefits.
To implement the Alameda Point Environmental Impact Report as ratified by the City Council in 2014, and the Alameda Transportation Demand Management Plan as approved by the City Council in 2014, Tenant shall pay a Transportation Demand Management Fee (“TDM Fee”) each City Fiscal Year (running July 1 to June 30) in the amounts as follows for the Term of the Lease. Tenant shall submit payment in two installments, one due October 31 and the second due April 30, based on the following formula:
Term of the Lease by dividing the annual amount by twelve in order to calculate the monthly amount owed. Changes to the square footage shall result in a recalculation using the square foot rate, multiplied by the amount of occupied building square feet.
Subject to Tenant’s payment of the TDM fee, Tenant and its employees shall be eligible for the programs administered by the Alameda Transportation Management Association or its successor, such as free transit passes. Failure by Tenant to timely and annually pay the full amount of TDM Fee owed by October 31 and April 30, respectively, shall constitute a Default pursuant to Section 17 this Lease; provided, that Tenant has been provided with the notice by Landlord and the cure period set forth in Section 17.1(a).
5. USE; COMPLIANCE WITH LAWS AND RESTRICTIONS.
5.1 Use. The Premises shall be used for the Permitted Use identified in the Basic Lease Information and for no other use whatsoever. At no time shall Tenant have the right to install, operate or maintain telecommunications or any other equipment on the roof or exterior areas of the Building without the consent of Landlord, except as may be necessary for Tenant’s Permitted Use of the Premises and provided Tenant’s installation of such equipment is done in full compliance with Section 9. Tenant acknowledges that neither Landlord nor any agent of • FY 2026-7: $0.153 per square foot, or $16,932.84 annually for 110,561 square feet • Amounts shall escalate annually effective July 1 by 5% each year If the lease term does not end on June 30, Tenant shall pay the TDM Fee amounts for the Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 20 65268.00022\45163372.8
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City of Alameda – Poseidon Tech Corporation
Landlord has made any representation or warranty with respect to the Premises or Building, or with respect to the suitability or fitness of either for the conduct Tenant’s business or for any other purpose.
5.2 Prohibited Use and Items. Tenant shall not commit , or suffer to be committed, any waste upon the Premises or any public or private nuisance, or other act or thing which disturbs the quiet enjoyment of any other tenant in the Building, unless otherwise specifically set forth in this Lease. Tenant shall not permit any objectionable odor to escape or be emitted from the Premises and shall ensure that the Premises remain free from infestation from rodents or insects. Tenant shall not do or permit anything to be done on or about the Premises or bring or keep anything onto the Premises which will in any way increase the rate of, invalidate, or prevent the procuring of any insurance, protecting against loss or damage to the Building or any of its contents by fire or other casualty or against liability for damage to property or injury to person in or about the Building. Tenant shall not use or occupy, nor permit or suffer the Premises or any part thereof to be used or occupied for any unlawful, illegal, or extra hazardous business, use, or purpose, or in such manner as to constitute a nuisance of any kind (public or private), or for any purpose or in any way in violation of any applicable permit, approval, certificate of occupancy or Laws, or which may make void or voidable any insurance then in force related to the Premises.
Tenant shall take, immediately upon the discovery of any such unpermitted, unlawful, illegal, or extra hazardous use, all necessary actions, legal and equitable, to compel the discontinuance of such use. Except for Hazardous Materials approved by Landlord pursuant to Section 11 and handled in strict compliance with this Lease and all applicable Hazardous Materials Laws, Tenant shall not transport or permit to be transported to or from the Premises any Controlled Substance (as defined in 21 U.S.C. §802), cannabis (in any form) or any Hazardous Materials. In addition, Tenant shall not (i) possess, or permit any person or entity to possess, at the Premises any cannabis, marijuana or cannabinoid product or compound (collectively “Cannabis”), or any substance regulated under any state or federal Law (“Regulated Substances”), or (ii) use the Premises (or any portion thereof), or permit the Premises (or any portion thereof) to be used, for the growing, cultivation, manufacturing, administration, distribution (including without limitation, any retail sales), possession, use or consumption of any Cannabis or any Regulated Substance.
5.3 Compliance with Laws. Tenant shall at its sole cost comply with all laws, ordinances, rules, regulations, codes and requirements of all municipal, county, state and federal authorities, including the Americans With Disabilities Act, as amended (42 U.S.C. Section 1201 et seq., and Title 24 of the California Code of Regulations, as amended collectively, the “ADA”) Hazardous Materials Laws (as defined herein), and the Occupational Safety and Health Act (29 U.S.C. §§ 651 to 678) as amended (collectively, “Laws”) pertaining to the Premises and Tenant’s use and occupancy of the Premises and conduct of its business. Tenant shall be solely responsible for making and paying for all improvements and alterations necessary to bring the Premises into compliance with applicable ADA requirements, including correcting any construction-related accessibility standards within the Premises, and to ensure that the Premises remain in compliance throughout the Term of this Lease.
5.4 Compliance with Restrictions. The Premises are located on property known as the former Naval Air Station Alameda, portions of which were conveyed to the City by the Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 21 65268.00022\45163372.8
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City of Alameda – Poseidon Tech Corporation
United States of America, acting by and through the Department of the Navy by a quitclaim deed dated June 4, 2013, recorded June 6, 2013 as Series No. 2013-199810 of Official Records in the Office of the County Recorder, Alameda County, California (“Quitclaim Deed”). Said Quitclaim Deed conveyed the Premises to the City subject to certain covenants, conditions, restrictions, easements, and encumbrances as set forth therein. The Premises are further encumbered by those certain restrictions set forth in the Declaration of Restrictions (Former Naval Air Station Alameda) dated June 4, 2013 and recorded June 6, 2013 as Series No.: 2013- 199782 in the Office of the County Recorder of Alameda County (“Declaration of Restrictions”). Copies of the Quitclaim Deed and Declaration of Restrictions have been delivered to Tenant and, concurrently with the execution of this Lease, Tenant shall sign and return to Landlord the Acknowledgment of Receipt, attached hereto as Exhibit D. Use of the Premises is further restricted by the Covenant to Restrict Use of Property Environmental Restrictions recorded June 6, 2013 as Series No. 2013-199839 in the office of the County Recorder, Alameda County, CA (the “CRUP”), the National Environmental Protection Act Record of Decision (“ROD”) for the disposal and reuse of the former Naval Air Station Alameda, and all conditions contained therein. A copy of the ROD is available for review at Landlord’s office during normal business hours. The covenants, conditions, restrictions, easements, rights-of-way, reservations, rights, agreements, and encumbrances set forth in the Quitclaim Deed, Declaration of Restrictions and the ROD and all other instruments recorded against the Property, as they affect the Building or Premises, are collectively referred to as the “Restrictions.” Tenant is advised to read and understand the Restrictions, and agrees that all uses of and activities concerning the Premises shall comply with the Restrictions and a failure to so comply shall constitute Tenant’s Default under this Lease. Tenant acknowledges that the Premises were used by the United States Navy as a Naval Air facility. Perfluorinated compounds, particularly PFOS (perfluorooctane sulfonic acid) and PFOA (perfluorooctanoic acid), were used as fire suppressants and for other military activities including but not limited to plating operations. These substances are present throughout the former Naval Air facility and may be present on or under the Premises. Prior to undertaking any ground disturbing or groundwater access activity, Tenant shall ensure that such activity is performed in compliance with all then current State and federal requirements.
5.5 Use Permit. Tenant and its subtenants (if any), each at its own expense and to the extent necessary for the Permitted Use, shall acquire and maintain a City of Alameda Use Permit and all other City permits, certificates, licenses and approvals required for their business and use of the Premises (collectively “Use Permit”).
5.6 Business License. Tenant, at its sole expense shall obtain and maintain during the Term of the Lease a City of Alameda Business License.
6. SECURITY DEPOSIT AND LETTER OF CREDIT.
6.1 Security Deposit. Concurrently with its execution of this Lease, Tenant shall deliver to Landlord the Security Deposit identified in the Basic Lease Information, which may be satisfied by cash, an L-C that satisfies Section 6.2, or a combination of cash and an L-C, as approved by Landlord. Landlord shall credit against the Security Amount the Fifty Thousand Dollars ($50,000.00) currently held by Landlord under the License Agreement before the Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 22 65268.00022\45163372.8
Lease Agreement
City of Alameda – Poseidon Tech Corporation
Commencement Date. The cash portion of the Security Deposit, if any, shall be held by Landlord without liability for interest (unless required by Law) as security for the performance of Tenant’s obligations under this Lease. The Security Deposit is not an advance payment of Rent or a measure of damages. Landlord may from time to time and without prejudice to any other remedy provided in this Lease or by Law, use all or a portion of the Security Deposit to the extent necessary to satisfy past due Rent or to satisfy Tenant’s Default under this Lease or to reimburse or compensate Landlord for any liability, expense, loss or damage which Landlord may suffer or incur by reason thereof. If Landlord so uses or applies all or any portion of the Security Deposit, then Tenant shall deposit cash with Landlord in an amount sufficient to restore the deposit to the full original amount within fifteen (15) days after Landlord’s demand to replenish the deposit, and Tenant’s failure to do so shall constitute a Default under this Lease. If there are no payments to be made from the Security Deposit as set out in this paragraph, or if there is any balance of the Security Deposit remaining after all payments have been made, the Security Deposit, or its remaining balance, will be refunded to Tenant after the expiration or earlier termination of this Lease. In the event of an act of bankruptcy by or insolvency of Tenant or the appointment of a receiver for Tenant or general assignment for the benefit of Tenant’s creditors, the Security Deposit shall be deemed immediately assigned to Landlord. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code and all other provisions of law, now or hereafter in effect, which provide that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may, in addition, apply the Security Deposit to any and all of Landlord's damages under this Lease and California law including, but not limited to any damages accruing upon termination of this Lease under Section 1951.2 of the California Civil Code and/or those sums reasonably necessary to compensate Landlord for any other loss or damage, foreseeable or unforeseeable, caused by the acts or omissions of Tenant or any officer, employee, agent, contractor or invitee of Tenant. On or before the date that is thirty (30) days following the Expiration Date, Landlord shall return the Security Deposit to Tenant.
6.2 Letter of Credit.
(a) Delivery of Letter of Credit. If Landlord approves Tenant’s satisfaction of all or any portion of the Security Deposit through a letter of credit, Tenant shall deliver to Landlord, concurrently with Tenant’s execution of this Lease, an unconditional, clean, irrevocable letter of credit (the “L-C”) in the Letter of Credit amount set forth in the amount approved by Landlord (the “L-C Amount”), which L-C shall be issued by a money-center, solvent and nationally recognized bank (a bank which accepts deposits, maintains accounts, has a San Francisco Bay Area office which will negotiate a letter of credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, and a long term Fitch Rating which is not less than “A-”(or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poor’s Professional Rating Service or Moody’s Professional Rating Service) (collectively, the “Bank’s Credit Rating Threshold”), and which L-C shall be in a form acceptable to Landlord. The L-C Amount shall county toward, and not be in addition to, the Security Deposit. Landlord, through the City Manager, shall approve of the Bank, and such approval shall not be unreasonably withheld.
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City of Alameda – Poseidon Tech Corporation
Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the L-C. The LC shall (i) be “callable” at sight, irrevocable and unconditional, (ii) be maintained in effect, whether through renewal or extension, for the period commencing on the date of this Lease and continuing until the (the “L-C Expiration Date”) expiration of the Term, and Tenant shall deliver a new L-C or certificate of renewal or extension to Landlord at least thirty (30) days prior to the expiration of the L-C then held by Landlord, without any action whatsoever on the part of Landlord, (iii) be fully assignable by Landlord, its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the International Standby Practices-ISP 98, International Chamber of Commerce Publication #590.
Notwithstanding anything to the contrary herein, if the L-C has automatic one-year renewal provisions and a final termination date not sooner than the L-C Expiration Date, Tenant shall not be obligated to deliver Landlord renewal certificates or a replacement L-C unless the Bank notifies Landlord not less than thirty (30) days next preceding the then expiration date of the L-C, that it shall not renew such L-C. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L-C if any of the following shall have occurred or be applicable: (A) such amount is due to Landlord under the terms and conditions of this Lease and Tenant defaults in the payment thereof following expiration of any applicable notice and cure periods, or (B) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (C) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (D) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (E) the Bank has notified Landlord that the L-C will not be renewed or extended through the L-C Expiration Date, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under federal or state laws, or (G) Tenant executes an assignment for the benefit of creditors, or (H) if (1) any of the Bank’s Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of the Bank, and Tenant has failed to provide Landlord with a replacement letter of credit or financial security, conforming in all respects to the requirements of this Section 8 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 6.2(a) above), in the amount of the applicable L-C Amount, within ten (10) business days following Landlord’s written demand therefor (each of the foregoing being an “L-C Draw Event”). The L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of the date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Section 8, and, within ten (10) business days following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Section 6.2.
If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 6.2(a), then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant to have committed a Default under Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 24 65268.00022\45163372.8
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City of Alameda – Poseidon Tech Corporation
this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) Business Day period). Tenant shall be responsible for the payment of any and all costs incurred with the review of any replacement L-C (including, without limitation, Landlord’s reasonable attorneys’ fees), but in no event more than $500, which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in this Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s sole and absolute discretion. Notwithstanding anything to the contrary herein, if Tenant is required to provide a replacement L-C pursuant to the terms hereof but is unable to obtain such replacement L-C within the timeframes required herein due to circumstances beyond Tenant’s reasonable control and despite Tenant’s commercially reasonable, diligent efforts, Tenant shall not be in default hereunder if it provides to Landlord a cash deposit equal to the L-C amount within the timeframe required by this Lease for such replacement L-C, and thereafter uses commercially reasonable efforts to obtain such replacement L-C as soon as possible thereafter (and Landlord shall return the cash deposit to Tenant upon receipt of such replacement L-C).
(b) Application of L C. Tenant hereby acknowledges and
agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L-C upon the occurrence of any L-C Draw Event. In the event of any L-C Draw Event, Landlord may, but without obligation to do so, and without notice to Tenant (except in connection with an L-C Draw Event under Section 6.2(a) (H) above), draw upon the L C, in part or in whole, to cure any such L-C Draw Event. The use, application or retention of the L-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable Laws, it being intended that Landlord shall not first be required to proceed against the L-C, and such L-C shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L-C, either prior to or following a “draw” by Landlord of any portion of the L-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw upon the L-C. No condition or term of this Lease shall be deemed to render the L-C conditional to justify the issuer of the L-C in failing to honor a drawing upon such L-C in a timely manner. Tenant agrees and acknowledges that (i) the L-C constitutes a separate and independent contract between Landlord and the Bank, (ii) Tenant is not a third party beneficiary of such contract, (iii) Tenant has no property interest whatsoever in the L-C or the proceeds thereof, and (iv) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, Tenant is placed into receivership or conservatorship, and/or there is an event of a receivership, conservatorship or a bankruptcy filing by, or on behalf of, Tenant, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the L-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise. Any proceeds drawn by Landlord in excess of actual amounts then due shall be held by Landlord as cash security under the same terms as the L-C and shall be returned to Tenant to the extent not applied to actual amounts due under this Lease.
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(c) L-C Amount; Maintenance of L-C by Tenant; Liquidated Damages.
(i) In General. If, as a result of any drawing by
Landlord of all or any portion of the L-C, the amount of the L-C shall be less than the L-C Amount, Tenant shall, within ten (10) business days thereafter, provide Landlord with additional letter(s) of credit in an amount equal to the deficiency, and any such additional letter(s) of credit shall comply with all of the provisions of this Section 6.2, and if Tenant fails to comply with the foregoing, the same shall be subject to the terms of Section 6.2(h) below. Tenant further covenants and warrants that it will neither assign nor encumber the L-C or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Without limiting the generality of the foregoing, if the L-C expires earlier than the L-C Expiration Date, Landlord will accept a renewal thereof (such renewal letter of credit to be in effect and delivered to Landlord, as applicable, not later than forty-five (45) days prior to the expiration of the L-C), which shall be irrevocable and automatically renewable as above provided through the L-C Expiration Date upon the same terms as the expiring L-C or such other terms as may be acceptable to Landlord in its sole discretion. However, if the L-C is not timely renewed, or if Tenant fails to maintain the L-C in the amount and in accordance with the terms set forth in this Section 6.2, Landlord shall have the right to either (x) present the L-C to the Bank in accordance with the terms of this Section 6.2, and the proceeds of the L-C may be applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has actually suffered, or (y) pursue its remedy under Section 6.2(h) below. In the event Landlord elects to exercise its rights under the foregoing item (x), (I) any unused proceeds shall constitute the property of Tenant (or in the event of a receivership, conservatorship, or a bankruptcy filing by, or on behalf of, Tenant, property of such receivership, conservatorship or Tenant’s bankruptcy estate) and need not be segregated from Landlord’s other assets, and (II) Landlord agrees to pay to Tenant within thirty (30) days after the L-C Expiration Date the amount of any proceeds of the L-C received by Landlord and not applied against any Rent payable by Tenant under this Lease that was not paid when due or used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or any default under this Lease; provided, however, that if prior to the L-C Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused L-C proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed. Any proceeds drawn by Landlord in excess of actual amounts then due and payable under this Lease shall be held by Landlord as cash security under the same terms as the L-C and shall be applied only to actual amounts due and payable under this Lease. Any unapplied proceeds shall be returned to Tenant within thirty (30) days after the L-C Expiration Date, or earlier to the extent such proceeds are no longer required to secure Tenant’s obligations. (d) Transfer and Encumbrance. The L-C shall also provide that Landlord may, at any time and without notice to Tenant and without first obtaining Tenant’s consent thereto, transfer (one or more times) all or any portion of its interest in and to the L-C to Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 26 65268.00022\45163372.8
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City of Alameda – Poseidon Tech Corporation
another party, person or entity, if such transfer is a part of the assignment by Landlord of its rights and interests in and to this Lease. In the event of a transfer of Landlord’s interest in under this Lease, Landlord shall transfer the L-C, in whole or in part, to the transferee and thereupon Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole of said L-C to a new landlord. In connection with any such transfer of the L-C by Landlord, Tenant shall, at Landlord’s sole cost and expense, execute and submit to the Bank such applications, documents and instruments as may be necessary to effectuate such transfer and, Landlord shall be responsible for paying the Bank’s transfer and processing fees in connection therewith.
(e) L-C Not a Security Deposit. Landlord and Tenant (1) acknowledge and agree that in no event or circumstance shall the L-C or any renewal thereof or substitute therefor or any proceeds thereof be deemed to be or treated as a “security deposit” under any Laws applicable to security deposits in the commercial context, including, but not limited to, Section 1950.7 of the California Civil Code, as such Section now exists or as it may be hereafter amended or succeeded (the “Security Deposit Laws”), (2) acknowledge and agree that the L-C (including any renewal thereof or substitute therefor or any proceeds thereof) is not intended to serve as a security deposit, and the Security Deposit Laws shall have no applicability or relevancy thereto, and (3) waive any and all rights, duties and obligations that any such party may now, or in the future will, have relating to or arising from the Security Deposit Laws.
Tenant hereby irrevocably waives and relinquishes the provisions of Section 1950.7 of the California Civil Code and any successor statute, and all other provisions of law, now or hereafter in effect, which (x) establish the time frame by which a landlord must refund a security deposit under a lease, and/or (y) provide that a landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by a tenant or to clean the premises.
(f) Non-Interference By Tenant. Tenant agrees not to interfere in any way with any payment to Landlord of the proceeds of the L-C, either prior to or following a “draw” by Landlord of all or any portion of the L-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw down all or any portion of the L-C.
No condition or term of this Lease shall be deemed to render the L-C conditional and thereby afford the Bank a justification for failing to honor a drawing upon such L-C in a timely manner.
Tenant shall not request or instruct the Bank of any L-C to refrain from paying sight draft(s) drawn under such L-C.
(g) Waiver of Certain Relief. Tenant unconditionally and irrevocably waives (and as an independent covenant hereunder, covenants not to assert) any right to claim or obtain any of the following relief in connection with the L-C:
(i) A temporary restraining order, temporary
injunction, permanent injunction, or other order that would prevent, restrain or restrict the presentment of sight drafts drawn under any L-C or the Bank’s honoring or payment of sight draft(s); or
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(ii) Any attachment, garnishment, or levy in any
manner upon either the proceeds of any L-C or the obligations of the Bank (either before or after the presentment to the Bank of sight drafts drawn under such L-C) based on any theory whatever.
(h) Remedy for Improper Drafts. Tenant’s sole remedy in connection with the improper presentment or payment of sight drafts drawn under any L-C shall be the right to obtain from Landlord a refund of the amount of any sight draft(s) that were improperly presented or the proceeds of which were misapplied, together with interest at the Interest Rate and reasonable actual out-of-pocket attorneys’ fees. Landlord shall also notify the Bank that its draw was improper. Tenant acknowledges that the presentment of sight drafts drawn under any L-C, or the Bank’s payment of sight drafts drawn under such L-C, could not under any circumstances cause Tenant injury that could not be remedied by an award of money damages, and that the recovery of money damages would be an adequate remedy therefor. In the event Tenant shall be entitled to a refund as aforesaid and Landlord shall fail to make such payment within ten (10) business days after demand, Tenant shall have the right to deduct the amount thereof together with interest thereon at the Interest Rate from the next installment(s) of Base Rent and Additional Rent.
7. UTILITIES.
7.1 Payments for Utilities and Services Tenant shall contract directly with the providers of, and shall pay all charges for, all water, sewer, storm water, gas, electricity, heat, cooling, telephone, internet service, refuse collection, janitorial, pest control, security and monitoring services furnished to the Premises, together with all related installation or connection charges or deposits (“Utilities”). If any Utilities are provided by Alameda Municipal Power (“AMP”) it is understood and agreed that such entity is separate and distinct from Landlord and Tenant must contract directly with AMP for any such Utilities. If any such Utilities are not separately metered or billed to Tenant but rather are billed to and paid by Landlord, Landlord shall include such costs in Operating Expenses and Tenant shall pay to Landlord, as Additional Rent, its pro rata share of the cost of such services, as reasonably determined by Landlord. If any Utilities are not separately metered, Landlord shall have the right to determine Tenant's consumption by either submetering, survey or other methods designed to measure consumption with reasonable accuracy.
7.2 Excess Usage. Tenant shall not use Building utilities or services in excess of the capacity allocated to or approved for the Premises, or in a manner that overloads or damages Building systems. If Tenant uses Building utilities or services in excess of those used by a comparable business operating for the Permitted Use, Landlord shall have the right, in addition to any other rights or remedies it may have under this Lease, to (a) at Tenant’s expense, install separate metering devices at the Premises, and to charge Tenant for its usage (and for the cost of Landlord’s administration of the same), (b) require Tenant to pay to Landlord all costs, expenses and damages incurred by Landlord as a result of such usage, and (c) at Tenant’s expense, require Tenant to install supplemental HVAC equipment.
7.3 Intentionally omitted.
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7.4 No Liability of Landlord. Except in the case of Landlord’s gross negligence or willful misconduct, in no event shall Landlord be liable or responsible for any loss, damages, expense or liability arising from any failure, interruption or inadequacy of any Utilities or any other utility or services provided to the Premises or the Building due to any cause whatsoever.
IF ANY UTILITIES OR OTHER SERVICES TO THE PREMISES OR BUILDING FAIL OR
ARE INTERRUPTED, TENANT SHALL HAVE NO CLAIM FOR ABATEMENT,
REDUCTION OR REBATE OF RENT, DAMAGES (INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR BUSINESS INTERRUPTION OR CONSEQUENTIAL
DAMAGES) OR EVICTION AND SHALL NOT BE RELIEVED FROM ITS OBLIGATIONS
UNDER THIS LEASE ON ACCOUNT THEREOF, AND TENANT HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE §1932(1) AND ANY OTHER APPLICABLE
LAWS PERMITTING THE TERMINATION OF THIS LEASE DUE TO SUCH FAILURE OR INTERRUPTION. Landlord may comply with voluntary controls or guidelines promulgated by any governmental entity relating to the use or conservation of energy, water, gas, light or electricity or the reduction of automobile or other emissions; provided, that such compliance does not materially affect the Utilities used by Tenant for the Premises.
8. TAXES FOR WHICH TENANT IS DIRECTLY RESPONSIBLE.
8.1 Tenant’s Tax Obligation. “Tenant Taxes” shall mean all taxes, assessments, fees, impositions and governmental charges, whether general or special, ordinary or extraordinary, foreseen or unforeseen, now existing or hereafter arising (a) measured by or reasonably attributable to the cost or value of Tenant’s equipment, furniture, fixtures and other personal property located at the Premises or the cost or value of any leasehold improvements made in or to the Premises by or for Tenant (“Personal Property Taxes”); (b) assessed on or related to the possession, leasing, operation, management, maintenance, alteration, repair, use, or occupancy by Tenant of the Premises, Parking Area or Property, including any Possessory Interest Taxes (as defined herein); and (c) assessed either on this lease transaction or on any document to which Tenant is a party that creates or transfers an interest or an estate in the Premises, whether or not directly paid by Landlord, but excluding those Taxes paid by Landlord as defined herein.
8.2 Notice of Possessory Interest Taxes. Tenant’s interest created by this Lease may at some time be subject to property taxation under the laws of the State of California (“Possessory Interest Taxes”). If such taxes are imposed, the party in whom the possessory interest is vested may be subject to the payment of the taxes levied on such interest. This notice is included in this Lease pursuant to the requirements of Section 107.6 (a) of the Revenue and Taxation Code of the State of California.
8.3 Payment of Tenant Taxes. Tenant shall timely pay all Tenant Taxes in accordance with the instructions of the taxing entity. Tenant shall pay any Tenant Taxes originally imposed upon Landlord as Additional Rent upon Landlord’s election either (a) annually within thirty (30) days after the date Landlord provides Tenant with a statement setting forth in reasonable detail such Taxes, or (b) monthly in advance based on estimates provided by Landlord based upon the previous year’s tax bill. All Tenant Taxes originally imposed upon Landlord and payable by Tenant with respect to the Premises shall be prorated on a per diem Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 29 65268.00022\45163372.8
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basis for any partial tax year included in the Term. Tenant’s obligation to pay Tenant Taxes during the last year of the Term shall survive the expiration or termination of this Lease.
9. ALTERATIONS.
9.1 Landlord Consent Required. Tenant shall not make any changes, alterations, improvements, or additions (each an “Alteration”) to, in or about the Premises or any part thereof without the prior written consent of Landlord, which consent may be reasonably conditioned upon criteria and/or requirements deemed necessary by Landlord in its proprietary capacity only; provided, however, that Landlord shall have the right in its sole and absolute discretion to withhold its consent to any Alteration which affects the structural components of the Building, including the roof, support structures, foundations, the exterior of the Building and/or the systems serving the Premises or the Building. Any such approval by Landlord shall be in its proprietary capacity as Landlord and no such approval shall be deemed an approval by the City of Alameda in its regulatory capacity. Notwithstanding the foregoing, Tenant shall have the right to make Alterations to the Premises with prior written notice to, but without the consent of, Landlord provided that such Alterations (a) do not require the procurement of a building permit, (b) do not affect the structural portion of the Building or the systems serving the Building, (c) the reasonably estimated costs of the Alterations, together with the costs of any other Alteration made during the immediately preceding twelve (12) month period, do not exceed Twenty-Five Thousand Dollars ($25,000) and, (d) are performed in full compliance with the terms and provisions of this Lease.
9.2 Alterations. Any Alterations to the Premises shall be at Tenant’s sole cost and expense, and made in compliance with all applicable Laws and all reasonable requirements requested by Landlord. Prior to starting work and to the extent applicable to the relevant Alteration, Tenant shall furnish Landlord with plans and specifications (which shall be in CAD format if requested by Landlord); names of contractors reasonably acceptable to Landlord; required permits and approvals; evidence of contractors and subcontractors insurance in amounts reasonably required by Landlord, and naming Landlord the managing agent for the Building and such other persons or entities as Landlord may reasonably request, as additional insureds; and any security for payment in performance and amounts reasonably required by Landlord. In addition, if any such Alteration requires the removal of asbestos, an appropriate asbestos disposal plan, identifying the proposed disposal site of all such asbestos, must be included with the plans and specifications provided to Landlord. Landlord agrees to respond to Tenant’s request for consent to any Alterations within fifteen (15) days following Tenant’s delivery of such request, accompanied by plans and specifications depicting the proposed Alterations (“Plans”) and a designation of Tenant’s general contractor (and major subcontractors) to perform such work.
Landlord’s response shall be in writing and, if Landlord withholds its consent to any Alterations, Landlord shall specify in reasonable detail in Landlord’s notice of disapproval, the basis for such disapproval. If Landlord fails to timely notify Tenant of Landlord’s approval or disapproval of any such Plans, Tenant shall have the right to provide Landlord with a second written request for approval (a “Second Request”) that specifically identifies the applicable Plans and contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR APPROVAL OF PLANS PURSUANT TO THE PROVISIONS OF THE LEASE. If Landlord fails to respond to such Second Request within five (5) business days after receipt by Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 30 65268.00022\45163372.8
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Landlord, the Plans in question shall be deemed disapproved by Landlord. If Landlord disapproves of any Plans, Tenant may revise Tenant’s Plans and resubmit such Plans to Landlord; in such event the scope of Landlord’s review of such Plans shall be limited to Tenant’s correction of the items to which Landlord had previously objected. Landlord’s review and approval (or deemed approval) of such revised Plans shall be governed by the provisions as set forth above in this Lease. The procedure set forth above for approval of Tenant’s Plans will also apply to any change, addition or amendments to Tenant’s Plans. Landlord’s approval of an Alteration shall not be deemed a representation by Landlord that the Alteration complies with Law. In addition, Tenant shall pay Landlord a fee for Landlord’s oversight and coordination of any Alteration equal to five percent (5%) of the total costs of the Alteration. Upon completion and to the extent applicable to the relevant Alteration, Tenant shall furnish Landlord with at least three (3) sets of “as built” Plans (as well as a set in CAD format, if requested by Landlord) for the Alterations, completion affidavit and full and final unconditional waivers of liens and will cause a Notice of Completion to be timely recorded in the Office of the Recorder of the County of Alameda in accordance with California Civil Code §§8182–8184 (former CC §3093) or any successor statute. Any Alteration shall at once become the property of Landlord; provided, however, that Landlord, at its option, may require Tenant to remove any Alterations prior to the expiration or sooner termination of this Lease. If Tenant serves a request in writing together with Tenant’s request for Landlord’s consent to any such Alterations (“Removal Request”), Landlord will notify Tenant at the time of Landlord’s consent to any such Alterations as to whether Landlord requires their removal. All costs of any Alterations (including, without limitation, the removal thereof, if required) shall be borne by Tenant. If Tenant fails to promptly complete the removal of any Alterations and/or to repair any damage caused by the removal, Landlord may repair such damage and charge the reasonable costs of the repair to Tenant. All Alterations shall be made in a good and workmanlike manner and in a manner that will not disturb other tenants, in accordance with Landlord’s then-current guideline for construction, and Tenant shall maintain appropriate liability and builders’ risk insurance throughout the construction. Tenant shall indemnify, defend, protect and hold Landlord harmless from and against any and all claims for injury to or death of persons or damage or destruction of property arising out of or relating to the performance of any Alterations by or on behalf of Tenant. Under no circumstances shall Landlord be required to pay, during the Term (as the same may be extended or renewed) any ad valorem or other Taxes on such Alterations, Tenant hereby covenanting to pay all such taxes when they become due.
9.3 Excavations. In the event Tenant intends to perform any Alterations requiring excavations below the surface of the Premises (whether inside or outside of the Building) or construction of a permanent structure on the Premises, Tenant must determine the actual location of all utilities using standard methods (i.e., potholing, metal fish line, etc.) and submit this information with an application to excavate or application to build a permanent structure to Landlord for approval (which shall also include the approval of other applicable governmental authorities). The application shall include a site plan showing the location of utilities and that construction will not take place above the utility line or within the utility easement, specifically showing that no permanent structure will be constructed in these areas. Tenant shall be responsible for complying with the provisions of the City of Alameda’s Marsh Crust Ordinance (a copy of which has been provided to Tenant, as acknowledged by Exhibit D), as well as the Covenant to Restrict Use of Property Environmental Restrictions recorded June 6, 2013 as Series Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 31 65268.00022\45163372.8
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No. 2013-199838 of Official Records of the County of Alameda, the Site Management Plan for Alameda Point, and, if required, shall obtain a Marsh Crust Permit.
9.4 Liens. Tenant shall pay when due all claims for labor or materials furnished Tenant for use in the Premises. Tenant shall not permit any mechanic liens, stop notices, or any other liens against the Premises, Building, Alterations or any of Tenant’s interests under this Lease for any labor or materials furnished to Tenant in connection with work performed on or about the Premises by or at the direction of Tenant. Tenant shall indemnify, hold harmless and defend Landlord (by counsel reasonably satisfactory to Landlord) from any liens and encumbrances arising out of any work performed or materials furnished by or at the direction or request of Tenant. In the event Tenant does not, within ten (10) days following the imposition of any such lien or stop notice, cause such lien or stop notice to be released of record by payment or posting of a proper bond, Landlord shall have, in addition to all other remedies provided herein or by law, the right, but not the obligation, to cause the same to be released by such means as it may deem proper, including payment of the claim giving rise to such lien. All such sums paid by Landlord and expenses reasonably incurred in connection therewith, including attorneys’ fees and costs, shall be payable to Landlord by Tenant on demand.
9.5 Electric Vehicle Charging Stations. Pursuant to California Civil Code §1952.7, Tenant may install not more than ten (10) electric vehicle charging stations (“EV Stations”) in the Parking Area, after receipt of Landlord’s prior written approval. Landlord will not willfully avoid, condition or delay approval of any EV Station. Landlord may impose reasonable restrictions, rules, and standards with respect to the installation and usage of EV Stations.
Tenant will comply with all applicable provisions of Civil Code §1952.7, including but not limited to the obligation to pay all costs for the permitting, installation, maintenance, repair and replacement of any EV Station, and Tenant will comply with all applicable Laws regarding the installation of EV Stations.
On the expiration or earlier termination of the Term, if requested by Landlord, Tenant will remove any EV Station installed by or for Tenant and restore the parking space(s) to the same condition as the space(s) were in prior to installation of the EV Station.
9.6 Initial Tenant Work. Tenant’s initial improvements to the Premises shall be governed by the Tenant Work Letter attached as Exhibit G and by this Section 9. In the event of any conflict between Exhibit G and this Section 9, the more restrictive provision shall control unless Exhibit G expressly states otherwise. Landlord’s approval of the Tenant Work shall be in Landlord’s proprietary capacity only and shall not constitute approval by the City of Alameda in its regulatory capacity.
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Lease Agreement
City of Alameda – Poseidon Tech Corporation
10. MAINTENANCE AND REPAIR OF PREMISES.
10.1 Maintenance and Repair by Tenant.
(a) Tenant Maintenance. Tenant shall, at its sole cost and expense, inspect and maintain all aspects of the Premises, including routine roof and drainage maintenance only, all improvements, Alterations, fixtures, systems, equipment, appurtenances, and every part thereof that may exist on, in, or be made a part of the Premises in good repair and in a neat and clean, first-class condition, including making all necessary repairs and replacements except for the roof of the Building. Tenant shall provide Landlord documentation of annual inspection of the roof and drainage system and undertake required maintenance, as well as repair to non-structural components, at Tenant’s expense. Tenant’s repair and maintenance obligations include, without limitation, repairs to: (i) floor coverings; (ii) interior partitions; (iii) doors; (iv) the interior side of demising walls; (v) routine roof and drainage maintenance; (vi) fire life safety systems, including sprinklers, pumps, control panel, fire alarms and/or smoke detectors; (vii) Alterations, described in Section 9; (viii) heating, ventilation and air conditioning (HVAC) systems exclusively serving the Premises; (ix) kitchens; (x) plumbing and similar facilities exclusively serving the Premises, whether such items are installed by or on behalf of Tenant or are currently existing at the Premises; and (xi) telephone and data equipment, and cabling. (b) Tenant Repair. Tenant shall further, at its own costs and expense, repair or restore any damage or injury to all or any part of the Building or Premises caused by Tenant or Tenant’s agents, employees, invitees, licensees, visitors or contractors, including but not limited to repairs or replacements necessitated by (i) the construction or installation of improvements to the Premises by or on behalf of Tenant; (ii) the moving of any property into or out of the Premises; or (iii) Tenant’s use and occupancy of the Premises. If Tenant fails to make such repairs or replacement within fifteen (15) days after notice from Landlord, then Landlord may, at its option, upon prior reasonable notice to Tenant (except in an emergency) make the required repairs and replacements, and the costs of such repairs or replacements (including Landlord’s administrative charge) shall be charged to Tenant as Additional Rent and shall become due and payable by Tenant with the next monthly installment of Base Rent due.
10.2 Maintenance and Repair by Landlord. Landlord shall maintain in good repair (i) the structural elements of the Building, including structural elements of exterior walls and foundations, but excluding any glass and exterior doors and the Building’s roof; and (ii) the FLS Systems, provided such repairs are not necessitated by the actions or inactions of Tenant or its employees, contractors, agents, principals, members, officers, directors, managers, beneficiaries, trustees, partners, property managers, mortgagees, consultants, representatives, successors, assigns, invitees, licensees, subtenants, concessionaires, affiliated parties and any other occupants of or persons coming to the Premises or under the control of Tenant (collectively, the “Tenant Related Parties”). TENANT HEREBY WAIVES ALL RIGHTS TO MAKE
REPAIRS AT THE EXPENSE OF LANDLORD OR IN LIEU THEREOF TO VACATE THE
PREMISES AND WAIVES ITS OTHER SIMILAR RIGHTS AS PROVIDED IN CALIFORNIA CIVIL CODE §§ 1932(1), 1932(2), 1933(4), 1941 AND 1942 OR ANY OTHER LAWS (WHETHER NOW OR HEREAFTER IN EFFECT). Tenant shall immediately give Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 33 65268.00022\45163372.8
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City of Alameda – Poseidon Tech Corporation
Landlord written notice of the need for repair of the items for which Tenant claims Landlord is responsible. If Tenant or any Tenant Related Party caused any damages necessitating such repair, then Tenant shall pay to Landlord the cost of the repair, immediately upon Landlord’s demand. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS LEASE, TENANT
ALSO WAIVES AND RELEASES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTIONS 1932(2) OR 1933(4), AS THE SAME MAY BE AMENDED OR RE-CODIFIED
OR ANY SIMILAR OR SUCCESSOR LAW NOW OR HEREAFTER IN EFFECT, WOULD PERMIT TERMINATION OF OR AUTOMATICALLY TERMINATE THIS LEASE. The parties intend that the terms of this Lease shall govern their respective obligations as to the maintenance and repair of the Premises, and they expressly waive the benefit of any other statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease. Tenant waives any right to terminate this Lease or offset or abate Rent by reason of any failure of Landlord to make repairs to the Premises or Building.
10.3 Energy Usage Reporting. Tenant acknowledges that applicable Laws (including but not limited to California Public Resources Code § 25402.10) may require disclosure of certain energy consumption data for the Premises. Landlord is hereby authorized to request, on behalf of Tenant, Tenant's utility consumption data from the applicable utility provider. Tenant agrees to retain, and on request, provide Landlord with information (for example, copies of Tenant's utility bills and invoices) about Tenant's separately metered (if any) energy consumption at the Premises as may be reasonably necessary. Tenant authorizes Landlord to receive aggregated energy usage data or, where applicable, individual customer usage information, relating to the Premises and Tenant's occupancy thereof. Tenant agrees this Section
10.3 shall constitute written consent and authorization by Tenant for the purpose of California Public Resources Code § 25402.10, or any successor or replacement statutes or laws, and any implementing regulations. Tenant further agrees, on Landlord's request, to provide any additional written or electronic consent in a form reasonably acceptable to Tenant, for the delivery of the Tenant's energy usage data to the Landlord, its agent or operator, or utility, or such other instruments as may be required to expedite the data collection process or enable Landlord to obtain such information from the energy provider.
10.4 Building Roof Condition; Future Roof Replacement. Tenant acknowledges receipt of the Roof Report for the Premises dated June 5, 2026, prepared by Partner Engineering and Science, Inc. (“Roof Report”). Tenant acknowledges the roof conditions described in the Roof Report. Tenant further acknowledges that Landlord shall have no obligation to replace the roof during the Term, and Tenant accepts the Premises subject to the existing roof condition.
Tenant shall be responsible for routine roof and drainage maintenance, annual roof and drainage inspections, keeping roof drains and gutters serving the Premises free from debris, and repairing roof damage caused by Tenant, Tenant’s contractors, Tenant’s equipment, Tenant Work, or Alterations, including any rooftop equipment installed by or for Tenant. Tenant shall not be responsible for capital replacement of the Building roof, except to the extent caused by Tenant or Tenant Related Parties. If Landlord sells, conveys, or otherwise transfers fee title to the Property, or any portion of the Property that includes the Building, during the Term, Landlord shall require, as a condition to closing of such conveyance, that the acquiring party assume this Lease as successor landlord and shall be responsible for the Roof Replacement Work at such acquiring party’s sole cost and expense, without pass-through to Tenant as Operating Expenses, Taxes, Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 34 65268.00022\45163372.8
Lease Agreement
City of Alameda – Poseidon Tech Corporation
Additional Rent, or otherwise, except to the extent such costs arise from or relate to damage or conditions caused by Tenant, Tenant’s contractors, Tenant’s equipment, Tenant Work, Alterations, rooftop equipment, roof penetrations, or other acts or omissions of Tenant or Tenant Related Parties. Such written assumption may be included in an assignment and assumption of lease, purchase and sale closing document, or other written instrument executed in connection with the closing. From and after closing, Tenant shall look solely to the successor landlord for performance of the Roof Replacement Work, and Landlord shall have no obligation to perform, fund, guaranty, supervise, enforce, or otherwise be liable for the Roof Replacement Work or for the successor landlord’s performance or nonperformance of the Roof Replacement Work.
Landlord’s obligation under this paragraph is limited to requiring the written assumption described above as a condition to closing. “Roof Replacement Work” as used herein means replacement, restoration, or other corrective work to the Building roof systems sufficient to address the roof conditions identified in the Roof Report.
11. ENVIRONMENTAL PROTECTION PROVISIONS.
11.1 Hazardous Materials. “Hazardous Materials” shall mean any material, substance or waste that is or has the characteristic of being hazardous, toxic, ignitable, reactive, flammable, explosive, radioactive or corrosive, including, without limitation, petroleum, solvents, lead, acids, pesticides, paints, printing ink, PCBs, asbestos, materials commonly known to cause cancer or reproductive harm and those materials, substances and/or wastes which are or later become regulated by any local governmental authority, the state in which the Premises are located or the United States Government, including, but not limited to, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “hazardous wastes” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §1801, et seq.; the Resource Conservation and Recovery Act; all environmental laws of the state where the Premises are located, and any other environmental law, regulation or ordinance now existing or hereafter enacted. “Hazardous Materials Laws” shall mean all present and future federal, state and local laws, ordinances and regulations, prudent industry practices, requirements of governmental entities and manufacturer’s instructions relating to industrial hygiene, environmental protection or the use, analysis, generation, manufacture, storage, presence, disposal or transportation of any Hazardous Materials, including without limitation the laws, regulations and ordinances referred to in the preceding sentence. “Release” or “Released” shall mean any use, generating, producing, refining, processing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, storing, escaping, leaching, dumping, discarding, burying, abandoning, releasing or disposing of Hazardous Materials in violation of applicable Hazardous Materials Laws. “Remedial Action” shall mean the investigation, response, treatment, clean up, remediation, prevention, mitigation and/or removal of any Hazardous Materials necessary to comply with any Hazardous Materials Laws. “Environmental Liabilities" shall mean any loss, cost, expense, claim, demand, liability, obligation, action, or other responsibility of whatever kind, based upon or required under Hazardous Materials Laws or otherwise relating to: (a) any environmental, health, or safety matter or condition (including, but not limited to, on-site or off-site pollution or contamination, the welfare, safety, and health of people at the Premises or elsewhere, and the regulation of chemical substances or products); (b) fines, penalties, judgments, awards, settlements, legal or administrative proceedings, damages, Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 35 65268.00022\45163372.8
Lease Agreement
City of Alameda – Poseidon Tech Corporation
losses, claims, demands, responses, and remedial, investigative, or inspection costs and expenses arising under or caused by application of Hazardous Materials Laws (including, but not limited to, fees for attorneys, engineers, and other professionals); (c) financial responsibility under Hazardous Materials Laws for Remedial Action or for any damages to natural resources; or (d) any other Remedial Actions required under Hazardous Materials Laws.
11.2 Reportable Uses Required Consent. Except as permitted in this Section 11, Tenant and the Tenant Related Parties shall not cause or permit any Hazardous Materials to be used, generated, manufactured, refined, produced, processed, stored or disposed of, on, under or about the Premises or Building or transported to or from the Premises or Building without the express prior written consent of Landlord, which consent may be withheld in Landlord’s sole and absolute discretion or limited in scope and predicated on strict compliance by Tenant with all applicable Hazardous Materials Laws and such other reasonable rules, regulations and safeguards as may be required by Landlord (or any insurance carrier, environmental consultant or lender of Landlord, or environmental consultant retained by any lender of Landlord) in connection with using, generating, manufacturing, refining, producing, processing, storing or disposing of Hazardous Materials on, under or about the Premises or the Building. In connection therewith, Tenant shall, at its own expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals required for the storage or use by Tenant or any Tenant Related Parties of Hazardous Materials on the Premises or the Building, including without limitation, discharge of (appropriately treated) materials or wastes into or through any sanitary sewer serving the Premises or the Building. The foregoing notwithstanding, Tenant may use ordinary and customary materials reasonably required to be used in the course of the Permitted Use, ordinary office supplies (copier, toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Hazardous Materials Laws and does not expose the Premises or neighboring property to any material risk of contamination or damage or expose Landlord to any liability therefor.
11.3 Remediation Obligations. If at any time during the Term, any Release of Hazardous Materials at or affecting the Premises, Building or any part of the Property is caused by the act or omission of Tenant or Tenant Related Parties and the relevant Hazardous Materials were introduced to the Premises, Building or any part of the Property by Tenant or Tenant Related Parties (“Tenant’s Release”), then Tenant, at Tenant’s sole cost and expense, shall promptly and diligently remediate such Release to the extent required to comply with all applicable Hazardous Materials Laws. Tenant shall not be responsible for any remediation related to the release of Hazardous Materials that existed on the Premises, Building or any part of the Property prior to the Commencement Date. Tenant shall not take any remedial action or enter into any settlement agreement, consent, decree or other compromise in respect to any claims relating to any Tenant’s Release without first obtaining the prior written consent of Landlord, which may be subject to conditions imposed by Landlord as determined in Landlord’s sole discretion. Such prior written consent shall not be required to the extent the delay caused by the requirement to obtain consent may increase the damage to the Premises or the risk of harm to human health, safety, the environment or security caused by the Tenant’s Release; provided that in all events Tenant shall notify Landlord in advance of any environmental remediation it plans to undertake. Landlord and Tenant shall jointly prepare a remediation plan in compliance with Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 36 65268.00022\45163372.8
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City of Alameda – Poseidon Tech Corporation
all Hazardous Materials Laws and the provisions of this Lease. In addition to all other rights and remedies of Landlord under this Lease, if Tenant does not promptly and diligently take all steps to prepare and obtain all necessary approvals of a remediation plan for any Tenant’s Release, and thereafter commence the required remediation of any Hazardous Materials released or discharged in connection with Tenant’s Release within thirty (30) days after all necessary approvals and consents have been obtained, and thereafter continue to prosecute such remediation to completion in accordance with the approved remediation plan, then Landlord, at its sole discretion, shall have the right, but not the obligation, to cause such remediation to be accomplished, and Tenant shall reimburse Landlord within fifteen (15) business days of Landlord’s demand for reimbursement of all amounts reasonably paid by Landlord (together with interest on such amounts at the highest lawful rate until paid), , when such demand is accompanied by proof of payment by Landlord of the amounts demanded. Tenant shall promptly deliver to Landlord, copies of hazardous waste manifests reflecting the legal and proper disposal of all Hazardous Materials removed from the Premises as part of Tenant’s remediation of any Tenant’s Release. The foregoing notwithstanding, any Release at or affecting the Premises before the Commencement Date which was not caused by Tenant or any Tenant Related Parties, shall not be a Tenant’s Release and it shall not be Tenant’s responsibility to take Remedial Action relating to any such Release.
11.4 Environmental Permits. Tenant and Tenant Related Parties shall be solely responsible for obtaining and complying with, at their cost and sole expense, any environmental permits, licenses and approvals required for Tenant’s operations or use of the Premises under this Lease, independent of any existing permits which may be held by Landlord. Tenant shall not conduct operations or activities under any environmental permit that names Landlord as a secondary discharger or co-permittee without Landlord’s prior written consent, which may be withheld in its sole discretion. Tenant shall provide prior written notice to Landlord of all environmental permits and permit applications required for any of Tenant’s operations or activities. Tenant acknowledges that Landlord will not consent to being named a secondary discharger or co-permittee for any operations or activities of Tenant, its contractors, assigns or subtenants. Tenant shall strictly comply with any and all environmental permits (including any hazardous waste permit required under the Resource Conservation and Recovery Act or its state equivalent) and must provide, at its own expense, any hazardous waste management facilities complying with all Hazardous Material Laws.
11.5 Landlord’s Inspection Right. Landlord shall have the right to inspect, upon reasonable notice to Tenant, the Premises for Tenant’s compliance with this Section 11.
Landlord will give Tenant forty-eight (48) hours’ prior notice of its intention to enter the Premises unless it determines the entry is required for exigent circumstances related to health, safety, or security; provided, however, Landlord agrees to use its best commercial efforts to provide Tenant with the maximum advance notice of any such entrance and will, without representation or warranty, attempt to structure such entrance in the least intrusive manner possible. Tenant shall have no claim against Landlord, or any officer, agent, employee, contractor or subcontractor of Landlord by reason of entrance of such Landlord officer, agent, employee, contractor or subcontractor onto the Premises.
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Lease Agreement
City of Alameda – Poseidon Tech Corporation
11.6 Hazardous Materials Handling Plan. Prior to the execution of this Lease, Tenant shall complete, execute and deliver to Landlord an Environmental Questionnaire Disclosure Statement (the “Environmental Questionnaire”), in the form of Exhibit E attached hereto and shall require any Subtenant who will bring to, or use at the Premises, any Hazardous Materials to also execute and deliver to Landlord an Environmental Questionnaire. To the extent Tenant intends to store, use, treat or dispose of Hazardous Materials on the Premises, Tenant shall prepare and submit together with the Environmental Questionnaire a Hazardous Materials Handling Plan (the “Hazardous Materials Handling Plan”). For a period of fifteen (15) days following Landlord’s receipt of the Environmental Questionnaire and Hazardous Materials Handling Plan, if applicable, Landlord shall have the right to approve or disapprove such documents. The failure of Landlord to approve such documents shall be deemed Landlord’s disapproval thereof. Landlord approval of the Environmental Questionnaire and, if applicable, the Hazardous Materials Handling Plan shall constitute approval for Tenant’s use of the Hazardous Materials set forth therein in compliance with Hazardous Materials Laws and the Hazardous Materials Handling Plan. If applicable, Tenant shall comply with the Hazardous Materials Handling Plan throughout the Term following its approval. To the extent Tenant is permitted to utilize Hazardous Materials upon the Premises, such use shall be limited to the items set forth in the Environmental Questionnaire and shall comply with Hazardous Materials Laws and the Hazardous Materials Handling Plan, and Tenant shall promptly provide Landlord with complete and legible copies of all the following related environmental items: reports filed pursuant to any self-reporting requirements; permit applications, permits, monitoring reports, workplace exposure and community exposure warnings or notices and all other reports, disclosures, plans or documents relating to water discharges, air pollution, waste generation or disposal, and underground storage tanks for hazardous materials; orders, reports, notices, listing and correspondence of or concerning the release, investigation of, compliance, cleanup, remedial and corrective actions, and abatement of hazardous materials; and all complaints, pleadings and other legal documents filed by or against Tenant related to Tenant’s use, handling, storage or disposal of Hazardous Materials. If, in conjunction with Tenant’s Permitted Use of the Premises, Tenant desires to commence the use, treatment, storage or disposal of previously undisclosed Hazardous Materials, Tenant shall, prior to such usage, notify Landlord by written summary detailing the scope of such proposed usage and updating the Hazardous Materials Handling Plan to the extent required by such proposed usage. For a period of fifteen (15) days following Landlord’s receipt of such notice, Landlord shall have the right to approve or disapprove of such documents. The failure of Landlord to approve of such documents within such time period shall be deemed Landlord’s disapproval.
11.7 Hazardous Materials Indemnity. In addition to any other provisions of this Lease, except for Landlord’s gross negligence or intentional misconduct, Tenant shall defend, indemnify and hold harmless Landlord and its employees, contractors, agents, councilmembers, trustees, principals, members, officers, directors, managers, beneficiaries, trustees, partners, property managers, mortgagees, consultants, representatives, successors, assigns, invitees, licensees and affiliated parties (collectively, the “Landlord Related Parties”) from and against any and all Environmental Liabilities arising from the occupancy, use or operations at or affecting the Premises or the Property by Tenant or Tenant Related Parties to the extent such Environmental Liabilities resulting from Hazardous Materials were introduced to the Premises or the Property by Tenant. This provision shall survive the expiration or termination of this Lease.
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Lease Agreement
City of Alameda – Poseidon Tech Corporation
12. ASSIGNMENT AND SUBLETTING.
12.1 Landlord Consent Required. Tenant shall not voluntarily or by operation of law, (a) mortgage, pledge, hypothecate or encumber this Lease or any interest in this Lease, (b) assign or transfer this Lease or any interest in this Lease, (c) sublease the Premises or any part thereof or any right or privilege appurtenant thereto (each of the foregoing is a “Transfer”), (d) license or otherwise permit the use or occupancy of the Premises or any part thereof by any person or entity other than Tenant and Tenant’s employees and invitees, or (e) permit a transfer of more than fifty percent (50%) of the ownership interests or voting control of Tenant, whether in a single transaction or a series of related transactions, without first obtaining the prior written consent of Landlord, which consent may be granted, withheld or conditioned in Landlord’s sole and absolute discretion. Notwithstanding anything to the contrary contained in this Lease, the restrictions set forth in clause (e) above shall not apply to, and no consent of Landlord shall be required solely as a result of, (i) the issuance by Tenant of new equity securities or securities convertible into or exercisable for equity securities, in one or more bona fide financing transactions undertaken for the purpose of raising capital for Tenant’s operations, and (ii) the initial public offering of Tenant’s equity securities pursuant to an effective registration statement filed with the Securities and Exchange Commission; provided, that in all such instances, Tenant remains the tenant under this Lease, there is no assignment of this Lease, sublease, license, occupancy arrangement, merger, consolidation, reorganization, or sale of substantially all assets in connection therewith, and David Zagaynov continues to act as Chief Executive Officer of Tenant immediately following such transaction.
12.2 Landlord Recapture. In the event of an assignment of this Lease or subletting of more than fifty percent (50%) of the rentable square footage of the Premises, Landlord shall have the right to recapture the portion of the Premises that Tenant is proposing to transfer. If Landlord exercises its right to recapture, this Lease shall automatically be amended (or terminated if the entire Premises is being assigned or sublet) to delete the applicable portion of the Premises effective on the proposed effective date of the Transfer, although Landlord may require Tenant to execute a reasonable amendment or other document reflecting such reduction or termination.
12.3 Consent. If Tenant intends to assign this Lease or sublet the Premises or any part of the Premises, Tenant shall give Landlord written notice of such intent (“Transfer Notice”).
Tenant’s Transfer Notice shall be accompanied by a copy of the proposed assignment or sublease between Tenant and the proposed assignee or subtenant, together with current and three (3) years’ prior financial statements, if available, for the proposed assignee or subtenant, which financial statement shall be prepared in accordance with generally accepted accounting principles. Tenant shall provide Landlord with any additional information or documentation reasonably requested by Landlord within ten (10) business days after receiving Landlord’s request. Landlord shall then have a period of one hundred and twenty (120) days following receipt of such additional information (or 120 days after receipt of Tenant’s Transfer Notice if no additional information is requested) within which to notify Tenant in writing that Landlord elects either (a) to exercise its recapture rights in accordance with Section 12.2, in which event Tenant will be relieved of all further obligations under the Lease with respect to the relevant space as of the effective date of the Transfer, (b) to permit Tenant to assign this Lease or sublet such space as described in the Transfer Notice, or (c) deny Tenant’s request to assign this Lease or sublet Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 39 65268.00022\45163372.8
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City of Alameda – Poseidon Tech Corporation
such space. Additionally, if City Council is unable to meet within the 120-day period for Landlord to make an election in response to the request under the Transfer Notice, due to emergency or for any other reason, then such 120-day period shall extend to the first available City Council meeting at which such request may be agendized for City Council hearing, unless the City Council has already delegated the election to the City Manager.
12.4 Transfer Premium; Audit. If Landlord consents to any requested assignment or sublease (each a “Transfer”) and the assignee or subtenant pays to Tenant an amount in excess of the Rent due under this Lease (after deducting Tenant’s reasonable, actual expenses in obtaining such assignment or sublease, such expenses being limited to (a) any Alterations to the subject space made in order to achieve the Transfer, or contributions to the cost thereof, amortized in equal monthly installments over the then remainder of the Term, and (b) any commercially reasonable brokerage commissions, reasonable attorneys’ fees and reasonable advertising and marketing costs incurred by Tenant in connection with the Transfer) (“Transfer Premium”), then Tenant shall pay fifty percent (50%) of such Transfer Premium to Landlord as and when the payments are received by Tenant. On Landlord’s request, Tenant will furnish a complete statement, certified by an independent certified public accountant or Tenant’s chief financial officer, describing in detail the computation of any Transfer Premium that Tenant has derived or will derive from the Transfer. If Landlord’s independent certified public accountant finds that the Transfer Premium for any Transfer has been understated, Tenant must, within thirty (30) days after demand, pay the deficiency and Landlord’s costs of that audit. If Tenant has understated the Transfer Premium by more than ten percent (10%), Landlord may, at its option, declare Tenant in material and incurable default under Section 17 notwithstanding any applicable cure period specified in Section 17.
12.5 Tenant Affiliates. Notwithstanding anything to the contrary contained in Section
12.1, Tenant may, without obtaining the prior consent of (but with prior notice to) Landlord, and without the payment of any amounts pursuant to Section 12.4, sublet or license the use of all or any part of the Premises or assign this Lease to a Tenant Affiliate, provided that (a) Tenant shall give not less than thirty (30) days’ prior written notice of such sublet, license, or assignment to Landlord (to the extent such notice is permitted by applicable Law), (b) Tenant shall continue to be fully obligated under this Lease, and (c) any such sublessee, licensee, or assignee shall, in a writing signed by both Landlord and such sublessee, licensee, or assignee, expressly assume and agree to perform all the terms and conditions of this Lease to be performed by Tenant and to use the Premises only for a Permitted Use (but with respect to a sublease, only with respect to that portion of the Premises that is the subject of the sublease and excluding all rental obligations of Tenant hereunder). As used in this Lease, “Tenant Affiliate” means an entity controlling, controlled by, or under common control with Tenant. For purposes of this Section 12.5, “control” means the power to direct the management and policies of the applicable entity, whether through ownership interests, voting rights, board appointment rights, contract, or otherwise.
Notwithstanding the foregoing, a merger, consolidation, reorganization, sale of substantially all assets, or other transaction resulting in a change in operational control of Tenant’s business at the Premises or a material change in Tenant’s financial capacity shall not constitute a Tenant Affiliate transfer and shall require Landlord’s prior written consent under Section 12.1. Within five (5) business days of execution of any such sublease, license, or assignment with a Tenant Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 40 65268.00022\45163372.8
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City of Alameda – Poseidon Tech Corporation
Affiliate, Tenant shall deliver to Landlord a copy of the fully executed sublease, license or assignment.
12.6 No Release. No Transfer shall release or discharge Tenant from any liability under this Lease, and Tenant shall continue to be fully liable hereunder. Each subtenant or assignee shall agree, in a form reasonably satisfactory to Landlord, to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease. The assignment or sublease agreement, after approval by Landlord, shall not be amended without Landlord’s prior written consent, and shall contain a provision directing the assignee or subtenant to pay the rent and other sums due under its assignment or sublease directly to Landlord upon receiving written notice from Landlord that Tenant is in Default under this Lease with respect to the payment of Rent. In the event that, notwithstanding the giving of such notice, Tenant collects any rent or other sums from the assignee or subtenant, then Tenant shall hold such sums in trust for the benefit of Landlord and shall immediately forward the same to Landlord. Landlord’s collection of such rent and other sums shall not constitute an acceptance by Landlord of attornment by such assignee or subtenant. Tenant shall deliver to Landlord promptly after execution an executed copy of each Transfer agreement and an agreement of compliance by each such subtenant or assignee.
12.7 Expenses and Attorneys’ Fees. Tenant shall pay to Landlord all costs and expenses (including without limitation, the fees of Landlord’s counsel) incurred in connection Landlord’s review and processing of documents regarding any proposed Transfer (which under no circumstances shall be more than $2,500 per proposed Transfer).
12.8 Limitations on Transfer Reasonable. Tenant acknowledges and agrees that the restrictions, conditions, and limitations imposed by this Section 12 on Tenant’s ability to assign or transfer this Lease or sublet the Premises are, for purposes of California Civil Code Section 1951.4 (as amended) and for all other purposes, reasonable at the time this Lease was entered into and shall be deemed to be reasonable at the time that Tenant seeks to make a Transfer.
TENANT HEREBY WAIVES, RELINQUISHES AND RELEASES ANY AND ALL RIGHTS
TO DAMAGES OF ANY KIND, OR THE RIGHT TO TERMINATE THIS LEASE UNDER SECTION 1995.310 OF THE CALIFORNIA CIVIL CODE, AND UNDER ALL SIMILAR LAWS NOW OR HEREAFTER IN EFFECT.
13. INDEMNITY AND WAIVER OF CLAIMS.
13.1 Tenant Indemnification. Tenant shall defend, indemnify, and hold harmless Landlord and the Landlord Related Parties from and against all liabilities, obligations, damages, penalties, claims, actions, costs, charges, judgments, orders and expenses (including reasonable attorneys’ fees, costs and disbursements) (collectively referred to as “Losses”), arising from (a) the use of, or any activity done, permitted or suffered in or about the Premises, (b) any activity done by Tenant or any Tenant Related Parties in or about the Building, Premises, or Property, (c) any act, omission, neglect, fault, misconduct of Tenant or Tenant Related Parties, or (d) any breach or default in the terms of this Lease by Tenant or Tenant Related Parties, except to the extent such claims arise out of or relate to the gross negligence or willful misconduct of Landlord. If any action or proceeding is brought against Landlord by reason of any such claims, Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 41 65268.00022\45163372.8
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City of Alameda – Poseidon Tech Corporation
upon notice from the Landlord, the Tenant shall defend the same at the relevant Tenant’s expense by counsel reasonably satisfactory to Landlord. As a material part of the consideration to Landlord, Tenant hereby releases Landlord and the Landlord Related Parties from responsibility for, waives its entire claim of recovery for and assumes all risks of (i) damage to property or injury to person in or about the Building, Premises, or Property from any cause whatsoever except to the extent caused by the gross negligence or willful misconduct of Landlord or any Landlord Related Parties, or (ii) loss resulting from business interruption or loss of income at the Premises.
13.2 Waiver and Release of Claims. Except in the event of Landlord’s own gross negligence or willful misconduct, Landlord shall not be liable to Tenant, and Tenant hereby waives all claims against Landlord and the Landlord Related Parties for any injury or damage to any person or property occurring or incurred in connection with or in any way relating to the Premises, Property, or Building from any cause. Without limiting the foregoing, neither Landlord nor any Landlord Related Party shall be liable for and there shall be no abatement of rent for (a) any damage to Tenant’s property stored with or entrusted to Landlord or any Landlord Related Party, (b) loss of or damage to any property by theft or any other wrongful or illegal act, or (c) any injury or damage to person or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Premises or Building or from the pipes, appliances, appurtenance or plumbing works thereof or from the roof, street or surface or from any other place or resulting from dampness or any other cause whatsoever or from the acts or omissions of other tenants, occupants or other visitors to the Premises or Building or from any other cause whatsoever, (d) any diminution or shutting off of light, air or view by any structure which may be erected on lands adjacent to the Premises or (e) any latent or other defects in the Premises, Building, or Property. Tenant agrees that in no case shall Landlord or any Landlord Related Party be responsible or liable, on any basis or theory, for any injury to Tenant’s business, loss of profits, loss of income or any other form of consequential damage. Except as otherwise expressly set forth in this Lease, Tenant and anyone claiming by, through or under Tenant hereby fully and irrevocably releases Landlord and the Landlord Related Parties from any and all claims that it or they may now have or hereafter acquire against Landlord and/or the Landlord Related Parties for any cost, loss, liability, responsibility, damage, expense, demand, action or cause of action arising from the Premises. This release includes claims of which Tenant is presently unaware of or which Tenant does not presently suspect to exist in its favor which, if known by Tenant, would materially affect Tenant’s release. TENANT
SPECIFICALLY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR
RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM
OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY”.
Initials by Tenant: ____
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City of Alameda – Poseidon Tech Corporation
13.3 Survival; No Impairment; Fairness. The obligations of Tenant under this Section 13 shall survive any termination of this Lease. The foregoing indemnity obligations shall not relieve any insurance carrier of its obligations under any policies required to be carried by either party pursuant to this Lease, to the extent that such policies cover the peril or occurrence that results in the claims that are subject to the foregoing indemnity. Tenant agrees that the provisions of this Section 13 were negotiated with Landlord and that Tenant had a fair opportunity to negotiate, accept, reject or modify them.
14. INSURANCE.
14.1 Tenant’s Insurance
(a) Liability Insurance. Tenant shall maintain in full force throughout the Term, commercial general liability insurance providing coverage on an occurrence form basis with limits of not less than One Million Dollars ($1,000,000.00) each occurrence for bodily injury and property damage combined, or such larger amount as Landlord may prudently require from time to time, covering bodily injury and property damage liability and product liability if a product is sold from the Premises. Each policy of liability insurance required by this Section shall: (i) contain a cross liability endorsement or separation of insureds clause; (ii) provide that any waiver of subrogation rights or release prior to a loss does not void coverage; (iii) provide that it is primary to and not contributing with, any policy of insurance carried by Landlord covering the same loss; (iv) provide that any failure to comply with the reporting provisions shall not affect coverage provided to Landlord, its partners, property managers and Mortgagees; and (v) name Landlord, Lincoln Property Services and such other parties in interest as Landlord may from time to time reasonably designate to Tenant in writing, as additional insureds in an Additional Insured Endorsement. Such additional insureds shall be provided at least the same extent of coverage as is provided to Tenant under such policies. The additional insured endorsement shall be in a form at least as broad as endorsement form number CG 20 11 01 96 promulgated by the Insurance Services Office.
(b) Personal Property Insurance. Tenant shall maintain in full force and effect on all of its personal property, furniture, furnishings, trade fixtures and equipment from time to time located in, on or upon the Premises (“Tenant’s Property”), and any Alterations (as defined in Section 9) in an amount not less than one hundred percent (100%) of their full replacement value from time to time during the Term, providing protection against all perils, included within the standard form of “all-risk” (i.e., “Special Cause of Loss”) fire and casualty insurance policy. Landlord shall have no interest in the insurance upon Tenant’s Property or Alterations and will sign all documents reasonably necessary in connection with the settlement of any claims or loss by Tenant. Landlord will not carry insurance on Tenant’s Property or Alterations.
(c) Worker’s Compensation Insurance; Employer’s Liability Insurance. Tenant shall, at Tenant’s expense, maintain in full force and effect during the Term of this Lease, worker’s compensation insurance to the extent as statutorily required by the State of California.
(i) Intentionally Omitted.
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Lease Agreement
City of Alameda – Poseidon Tech Corporation
(ii) Intentionally Omitted.
(d) Pollution Legal Liability.
(i) Commercial Pollution Legal Liability. Tenant shall, at Tenant’s expense, maintain a Commercial Pollution Legal Liability Insurance with coverage limits of not less than Two Million Dollars ($2,000,000.00) annual aggregate covering claims arising out of or related to Tenant’s Release during the term of this Lease. Such policy shall name the City as an additional insured.
(ii) Contractor’s Pollution Legal Liability. Tenant shall cause any contractors retained for performing any Alterations of the Premises, the total cost of which exceed Two Hundred Thousand Dollars ($200,000.00) to obtain and maintain Contractor's Pollution Liability Insurance covering the general contractor and all subcontractors in an amount of not less than Two Million Dollars ($2,000,000.00) with a maximum deductible of Ten Thousand Dollars ($10,000.00). Any such policy shall name the City as an additional insured. (e) Business Interruption Insurance. Tenant shall, at Tenant’s expense, maintain in full force and effect during the Term of this Lease, Business Interruption Insurance with a limit of liability of at least twelve (12) months estimated gross earning, as defined in the standard form of business interruption insurance policy, of Tenant at the Premises, which insurance shall be on an “all risk” basis (or its equivalent). (f) Automobile Liability. Tenant shall, at Tenant’s expense, maintain in full force and effect during the Term of this Lease, Commercial Automobile Liability. Such policy shall be in an amount of not less than One Million Dollars ($1,000,000.00) combined singled limit.
14.2 Requirements For All Policies. Each policy of insurance required under this Lease shall: (a) be in a form, and written by an insurer, reasonably acceptable to Landlord, (b) be maintained at Tenant’s sole cost and expense, and (c) require at least thirty (30) days’ written notice to Landlord prior to any cancellation, nonrenewal or modification of insurance coverage.
Insurance companies issuing such policies shall have rating classifications of “A-” or better and financial size category ratings of “VII” or better according to the latest edition of the Best Key Rating Guide. All insurance companies issuing such policies shall be admitted carriers licensed to do business in the state where the Property is located. Any deductible amount under such insurance shall not exceed Five Thousand Dollars ($5,000.00). Tenant shall provide to Landlord, upon request, evidence that the insurance required to be carried by Tenant pursuant to this Lease, including any endorsement affecting the additional insured status, is in full force and effect and that premiums therefor have been paid. Tenant shall, at least thirty (30) days prior to expiration of each policy, furnish Landlord with certificates of renewal thereof and shall provide Landlord with at least thirty days prior written notice of any cancellation or modification.
14.3 Certificates of Insurance. Upon execution of this Lease by Tenant, and not less than thirty (30) days prior to expiration of any policy thereafter, Tenant shall furnish to Landlord a certificate of insurance reflecting that the insurance required by this Section 14 is in force, Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 44 65268.00022\45163372.8
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City of Alameda – Poseidon Tech Corporation
accompanied by an endorsement(s) showing the required additional insureds satisfactory to Landlord in substance and form.
14.4 Landlord’s Insurance. Landlord may in its sole and absolute discretion maintain property insurance covering the Building (but not covering any Alterations or any of Tenant’s Property) with such limits and deductibles as Landlord deems advisable, and such other types of insurance coverage, if any, as it may choose. Any and all insurance policies held by Landlord shall be in excess and not contributing to the insurance required to be maintained by Tenant pursuant to this Lease. The cost of the premiums for the insurance policies held by Landlord shall be an Operating Expense.
15. DAMAGE OR DESTRUCTION.
15.1 Definitions. For purposes of this Section 15, the following terms shall have the following meanings:
(a) “Premises Partial Damage” shall mean damage or
destruction to the improvements on the Premises (or Hazardous Material Condition for which Tenant is not responsible), other than Tenant’s Property (as defined herein), or Alterations (as defined in Section 9), which can reasonably be repaired in six (6) months or less from the date of the damage or destruction. Landlord shall notify Tenant in writing within thirty (30) days from the date of the damage or destruction as to whether or not the damage is Partial or Total and the estimated time for repairing said damage. Notwithstanding the foregoing, Premises Partial Damage shall not include damage to windows, doors, and/or other similar items which Tenant has the responsibility to repair or replace pursuant to the provisions of Section 10.1. (b) “Premises Total Destruction” shall mean damage or
destruction to the Premises (or Hazardous Material Condition for which Tenant is not responsible), other than Tenant’s Property (as defined at Section 14.1(b)), or Alterations (as defined at Section 9), which cannot reasonably be repaired in six (6) months or less from the date of the damage or destruction. Landlord shall notify Tenant in writing within thirty (30) days from the date of the damage or destruction as to whether or not the damage is Partial or Total. (c) “Insured Loss” shall mean damage or destruction to
improvements on the Premises, other than Tenant’s Property (as defined herein), or Alterations (as defined herein), which was caused by an event required to be covered by the insurance described in this Lease, irrespective of any deductible amounts or coverage limits involved. (d) “Replacement Cost” shall mean the cost to repair or rebuild the improvements owned by Landlord (excluding Alterations) at the time of the occurrence to their condition existing immediately prior to such occurrence, including demolition, debris removal and upgrading required by the operation of Laws governing the Premises, and without deduction for depreciation.
(e) “Hazardous Material Condition” shall mean the
occurrence or discovery of a condition involving the presence of, or a contamination by, a Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 45 65268.00022\45163372.8
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City of Alameda – Poseidon Tech Corporation
Hazardous Material (as defined herein) in, on, or under the Premises which requires repair, remediation, or restoration.
15.2 Partial Damage - Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, Landlord shall repair such damage (but not Tenant’s Property or Alterations) as soon as reasonably possible and this Lease shall continue in full force and effect; provided, however, that Tenant shall, at Landlord’s election, make the repair of any damage or destruction if the total cost to repair is $10,000 or less, and, in such event, Landlord shall make any applicable insurance proceeds available to Tenant on a reasonable basis for that purpose.
Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair, Tenant shall promptly contribute the shortage in proceeds (except as to the deductible which is Tenant’s responsibility) as and when required to complete said repairs. In the event such shortage was due to the unique nature of the improvements, so that full replacement cost insurance coverage was not commercially reasonable and available, Landlord shall have no obligation to fully restore the unique aspects of the Premises unless Tenant provides Landlord with the funds to cover same, or adequate assurance thereof, within ten (10) days following receipt of written notice of such shortage and request for funds to cover the shortage. If Landlord receives said funds or adequate assurance of the funds within the ten (10) day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect.
If such funds or assurance are not timely received, Landlord may nevertheless elect by written notice to Tenant within ten (10) days thereafter to: (a) make such restoration and repair as is commercially reasonable with Landlord paying any shortage in proceeds, in which case this Lease shall remain in full force and effect, or (b) have this Lease terminate thirty (30) days thereafter. Tenant shall not be entitled to reimbursement of any funds contributed by Tenant to repair any such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Section 15.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party.
15.3 Partial Damage - Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent or willful act of Tenant (in which event Tenant shall make the repairs at Tenant’s expense), Landlord may either: (a) repair such damage as soon as reasonably possible at Landlord’s expense, in which event this Lease shall continue in full force and effect, or (b) terminate this Lease by giving written notice to Tenant within thirty (30) days after receipt by Landlord of knowledge of the occurrence of such damage. Such termination shall be effective sixty (60) days following the date of such notice. In the event Landlord elects to terminate this Lease, Tenant shall have the right within ten (10) days after receipt of the termination notice to give written notice to Landlord of Tenant’s commitment to pay for the repair of such damage without reimbursement from Landlord. Tenant shall provide Landlord with said funds or satisfactory assurance thereof within sixty (60) days after making such commitment. In such event this Lease shall continue in full force and effect, and Landlord shall proceed to make such repairs as soon as reasonably possible after the required funds are available. If Tenant does not make the required commitment, this Lease shall terminate as of the date specified in the termination notice.
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City of Alameda – Poseidon Tech Corporation
15.4 Total Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate sixty (60) days following such Destruction.
If the damage or destruction was caused by the gross negligence or willful misconduct of Tenant, Landlord shall have the right to recover Landlord’s damages from Tenant.
15.5 Damage Near End of Term. If at any time during the last six (6) months of this Lease Term (or the last 6 months of any Renewal Term) there is damage for which the cost to repair exceeds one month’s Base Rent, whether or not an Insured Loss, Landlord may terminate this Lease effective sixty (60) days following the date of occurrence of such damage by giving a written termination notice to Tenant within thirty (30) days after the date of occurrence of such damage. Notwithstanding the foregoing, if Tenant at that time has an exercisable option to extend this Lease or to purchase the Premises, then Tenant may preserve this Lease by (a) exercising such option and (b) providing Landlord with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the earlier of (i) the date which is ten (10) days after Tenant’s receipt of Landlord’s written notice purporting to terminate this Lease, or (ii) the day prior to the date upon which such option expires. If Tenant duly exercises such option during such period and provides Landlord with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Landlord shall, at Landlord’s commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Tenant fails to exercise such option and provide such funds or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and Tenant’s option shall be extinguished.
15.6 Abatement of Rent. In the event of Premises Partial Damage, Premises Total Destruction or Hazardous Material Condition for which Tenant is not responsible under this Lease, the Rent payable by Tenant for the period required for the repair, remediation or restoration of such damage shall be abated in proportion to the degree to which Tenant’s use of the Premises is impaired, and such abatement shall be Tenant’s sole remedy for such impairment of use. All other obligations of Tenant under this Lease shall be performed by Tenant, and Landlord shall have no liability for any such damage, destruction, Hazardous Material Condition, remediation, repair or restoration except as otherwise provided herein.
15.7 Waiver of Statutory Termination Rights. The provisions of this Lease, including this Section 15, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Building.
TENANT HEREBY WAIVES ANY COMMON LAW OR STATUTE OF THE STATE OF CALIFORNIA, INCLUDING, WITHOUT LIMITATION, CALIFORNIA CIVIL CODE §§ 1932(2), 1933(4), 1941 AND 1942, WITH RESPECT TO ANY RIGHTS OR OBLIGATIONS
CONCERNING DAMAGE OR DESTRUCTION IN THE ABSENCE OF AN EXPRESS AGREEMENT BETWEEN THE PARTIES. COMMON LAW OR ANY OTHER STATUTE,
NOW OR HEREAFTER IN EFFECT, SHALL HAVE NO APPLICATION TO ANY
DAMAGE, DESTRUCTION, OR CASUALTY TO ALL OR ANY PART OF THE PREMISES OR THE BUILDING.
15.8 Existing Roof Condition. Notwithstanding anything to the contrary in this Section 15 or elsewhere in this Lease, Tenant acknowledges that the condition of the Building Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 47 65268.00022\45163372.8
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City of Alameda – Poseidon Tech Corporation
roof existing as of the Commencement Date, including any leaks, water intrusion, deterioration, deferred maintenance, and need for repair, waterproofing, restoration or replacement, is a known condition accepted by Tenant pursuant to Section 1.5 and shall not constitute Premises Partial Damage, Premises Total Destruction, an Insured Loss, a casualty, or damage or destruction under this Section 15. Except as expressly provided in Section 10.4, Landlord shall have no obligation to repair, restore or replace the Building roof, or provide Rent abatement, offset, termination rights or damages, arising from such existing roof condition; provided that this Section 15 shall apply to any sudden and accidental casualty damage occurring after the Commencement Date that is not attributable to such existing roof condition or caused by Tenant or Tenant Related Parties.
16. CONDEMNATION.
If the whole or if any material part of the Premises or Building is taken or condemned for any public or quasi-public use under either state or federal law, by eminent domain or purchase in lieu thereof (a “Taking”), and (a) such Taking renders the Premises or Building unsuitable, in Landlord’s reasonable opinion, for the purposes for which they were constructed; or (b) the Premises or Building cannot be repaired, restored or replaced at reasonable expense to an economically profitable unit, then Landlord may, at its option, terminate this Lease as of the date possession vests in the condemning party. If twenty-five percent (25%) or more of the Premises is taken and if the Premises remaining after such Taking and any repairs by Landlord would be untenantable (in Tenant’s reasonable opinion) for the conduct of Tenant’s business operations, Tenant shall have the right to terminate this Lease as of the date possession vests in the condemning party. The terminating party shall provide written notice of termination to the other party within thirty (30) days after it first receives notice of the Taking. The termination shall be effective as of the effective date of any order granting possession to, or vesting legal title in, the condemning authority. If this Lease is not terminated, Base Rent shall be appropriately adjusted to account for any reduction in the square footage of the Premises. If only a part of the Premises is subject to a Taking and this Lease is not terminated, Landlord, with reasonable diligence, will restore the remaining portion of the Premises as nearly as practicable to the condition immediately prior to the Taking. Landlord shall be entitled to any and all compensation, damages, income, rent, awards or any interest thereon which may be paid or made in connection with any such Taking, and Tenant shall have no claim against Landlord for the value of any expired term of this Lease or otherwise; provided, however, that Tenant shall be entitled to receive any award separately allocated by the condemning authority to Tenant for Tenant’s relocation expenses, the value of Tenant’s fixture, equipment and personal property (specifically excluding components of the Premises which under this Lease or by law are or at the expiration of the Term will become the property of Landlord, including, without limitation, fixtures and Alterations), or Tenant’s loss of business goodwill, provided that such award does not reduce any award otherwise allocable or payable to Landlord. TENANT HEREBY WAIVES ANY AND ALL RIGHTS IT MIGHT OTHERWISE HAVE UNDER CALIFORNIA CODE OF CIVIL PROCEDURE §§ 1265.110-1265.160 AND
ANY OTHER LAW OR COMMON LAW WITH RESPECT TO TERMINATION RIGHTS UPON A TAKING OF ALL OR ANY PART OF THE PREMISES OR THE PROPERTY.
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17. DEFAULT.
17.1 Events of Default. The occurrence of any of the following shall constitute a material “Default” by Tenant:
(a) Tenant fails to make any payment of Rent when due, or any amount required to replenish the security deposit, if payment in full is not received by Landlord within five (5) days after written notice that it is past due; provided, however, with respect to payments of Base Rent, Tenant shall only be entitled to one such notice and cure period during any twelve (12)-month period.
(b) Tenant abandons the Premises as defined in Section 1951.3 of the California Civil Code.
(c) Tenant fails timely to deliver any subordination document or estoppel certificate requested by Landlord within the applicable time period specified in this Lease.
(d) Tenant violates the restrictions on Transfer as set forth in this Lease.
(e) Tenant ceases doing business as a going concern; makes an assignment for the benefit of creditors; is adjudicated an insolvent, files a petition (or files an answer admitting the material allegations of a petition) seeking relief under any state or federal bankruptcy or other statute, law or regulation affecting creditors’ rights; all or substantially all of Tenant’s assets are subject to judicial seizure or attachment and are not released within thirty (30) days; or Tenant consents to or acquiesces in the appointment of a trustee, receiver or liquidator for Tenant or for all or any substantial part of Tenant’s assets. (f) Tenant fails to perform or comply with any provision of this Lease other than those described in (a) through (e) above, and does not fully cure such failure within thirty (30) days after notice to Tenant or, if such failure cannot be cured within such thirty (30)-day period, Tenant fails within such thirty (30)-day period to commence, and thereafter diligently proceed with, all actions necessary to cure such failure as soon as reasonably possible but in all events within one hundred twenty (120) days of such notice.
17.2 Remedies. Upon the occurrence of any Default under this Lease, whether enumerated in this Lease or not, Landlord shall have the option to pursue any one or more of the following remedies without any notice (except as expressly prescribed herein) or demand whatsoever.
(a) Terminate this Lease and Tenant’s right to possession of the Premises and recover from Tenant an award of damages equal to the sum of the following:
(i) The Worth at the Time of Award of the unpaid Rent
which had been earned at the time of termination;
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(ii) The Worth at the Time of Award of the amount by
which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such Rent loss that Tenant affirmatively proves could have been reasonably avoided;
(iii) The Worth at the Time of Award of the amount by
which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such Rent loss that Tenant affirmatively proves could be reasonably avoided discounted to the then present value;
(iv) Any other amount necessary to compensate
Landlord for all the detriment either proximately caused by Tenant’s failure to perform Tenant’s obligations under this Lease or which in the ordinary course of things would be likely to result therefrom; and
(v) All such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time under applicable law.
The “Worth at the Time of Award” of the amounts referred to in parts (i) and (ii) above, shall be computed by allowing interest at the lesser of a per annum rate equal to: (A) the greatest per annum rate of interest permitted from time to time under applicable law, or (B) the Prime Rate plus 5% as determined by Landlord, and as referred to in part (iii) above, shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%).
(b) Employ the remedy described in California Civil Code §1951.4 (Landlord may continue this Lease in effect after Tenant’s breach and abandonment and enforce all of its rights and remedies under this Lease, including the right to recover Rent as it becomes due, if Tenant has the right to sublet or assign, subject only to reasonable limitations).
Notwithstanding Landlord’s exercise of the remedy described in California Civil Code §1951.4 in respect of an event or events of Default, at such time thereafter as Landlord may elect in writing, to terminate this Lease and Tenant’s right to possession of the Premises and recover an award of damages as provided above.
17.3 No Waiver. The subsequent acceptance of Rent by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, other than the failure of Tenant to pay the particular Rent so accepted, regardless of Landlord’s knowledge of such preceding breach at the time of acceptance of such Rent. No waiver by Landlord of any breach hereof shall be effective unless such waiver is in writing and signed by Landlord.
17.4 Waiver of Redemption, Reinstatement, or Restoration. Tenant hereby waives any and all rights conferred by Section 3275 of the Civil Code of California and by Sections 1174(c) and 1179 of the Code of Civil Procedure of California and any and all other laws and rules of law from time to time in effect during the Lease Term or thereafter providing that Tenant shall Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 50 65268.00022\45163372.8
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have any right to redeem, reinstate or restore this Lease following its termination as a result of Tenant’s breach.
17.5 Remedies Cumulative. No right or remedy conferred upon or reserved to Landlord in this Lease is intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy given under this Lease or now or hereafter existing by agreement, applicable Law or in equity. In addition to other remedies provided in this Lease, Landlord shall be entitled, to the extent permitted by applicable Law, to injunctive relief, or to a decree compelling performance of any of the covenants, agreements, conditions or provisions of this Lease, or to any other remedy allowed to Landlord at law or in equity. Forbearance by Landlord to enforce one or more of the remedies provided in this Lease upon an event of Default shall not be deemed or construed to constitute a waiver of such Default.
17.6 Landlord’s Right to Perform Tenant’s Obligations. If Tenant is in Default of any of its obligations under this Lease, in addition to the other rights and remedies of Landlord provided in this Lease, then Landlord may at Landlord’s option, but without any obligation to do so and without further notice to Tenant, perform any such term, provision, covenant or condition and Landlord by reason of doing so shall not be liable or responsible for any loss or damage thereby sustained by Tenant. If Landlord performs any of Tenant’s obligations in accordance with this Section 17.6, the full amount of the costs and expense incurred or the amount of the loss so sustained shall be immediately be owed by Tenant to Landlord, and Tenant shall promptly pay to Landlord upon demand, as Additional Rent, the full amount thereof with interest thereon from the day of payment by Landlord at the Interest Rate.
17.7 Replacement of Statutory Notice Requirements. Whenever this Lease requires service of a notice, that notice will replace rather than supplement any equivalent or similar statutory notice, including any notices required by California Code of Civil Procedure Sections 1161 et seq. or any similar or successor statute. When a statute requires service of a notice in a particular manner, service of that notice (or a similar notice required by this Lease) in the manner required by this Lease will replace and satisfy the statutory service-of-notice procedures, including those required by California Code of Civil Procedure Sections 1162 et seq. or any similar or successor statute. Without limiting the generality of the foregoing, Tenant hereby specifically waives notice and demand for payment of Rent or other obligations, and waives any and all other notices or demand requirements imposed by applicable Law, including but not limited to California Code of Civil Procedure Sections 1161 et seq.
17.8 Severability. This Section 17 shall be enforceable to the maximum extent such enforcement is not prohibited by applicable Law, and the unenforceability of any portion thereof shall not thereby render unenforceable any other portion.
17.9 Landlord’s Default; Time Limit for Action. Landlord shall not be in default under this Lease unless Landlord fails to perform obligations required of Landlord within thirty (30) days after written notice by Tenant to Landlord specifying the details of Landlord’s failure to perform; provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its cure, then Landlord shall not be in default if Landlord Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 51 65268.00022\45163372.8
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commences performance within such thirty (30) day period and thereafter diligently pursues the same to completion. In no event shall Tenant have the right to terminate this Lease as a result of Landlord’s default, and Tenant’s remedies shall be limited to damages and/or an injunction.
Tenant hereby waives its right to recover consequential damages (including, but not limited to, lost profits) or punitive damages arising out of a Landlord default. This Lease and the obligations of Tenant hereunder shall not be affected or impaired because Landlord is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of a Force Majeure Event, and the time for Landlord’s performance shall be extended for the period of any such delay. ANY CLAIM, DEMAND, RIGHT OR DEFENSE
BY TENANT THAT ARISES OUT OF THIS LEASE OR THE NEGOTIATIONS WHICH
PRECEDED THIS LEASE SHALL BE BARRED UNLESS TENANT COMMENCES AN
ACTION THEREON, OR INTERPOSES A DEFENSE BY REASON THEREOF, WITHIN SIX (6) MONTHS AFTER THE DATE OF THE INACTION, OMISSION, EVENT OR ACTION THAT GAVE RISE TO SUCH CLAIM, DEMAND, RIGHT OR DEFENSE.
18. LIMITATION OF LIABILITY.
Notwithstanding anything to the contrary contained in this Lease, the liability of Landlord (and of any successor landlord) shall be governed by applicable state and federal laws for so long as Landlord is a public entity and, at any time thereafter, shall be limited to the net interest of Landlord in the Building as the same may from time to time be encumbered. Tenant shall look solely to Landlord’s interest in the Building for the recovery of any judgment, writ or other charge. Neither Landlord nor any Landlord Related Party shall be personally liable for any judgment, writ or other charge or deficiency or otherwise personally liable in any way or named as a party in any lawsuit with respect to this Lease, and in no event shall Landlord or any Landlord Related Party be liable to Tenant for any lost profit, damage to or loss of business or a form of special, indirect or consequential damage. Before filing suit for an alleged default by Landlord, Tenant shall give Landlord and the Mortgagee(s) whom Tenant has been notified hold Mortgages (defined in Article 22 below), notice and reasonable time to cure the alleged default.
19. SURRENDER OF PREMISES.
At the termination of this Lease or Tenant’s right of possession, Tenant shall remove Tenant’s property from the Premises including any furniture, fixtures, systems, equipment and cabling installed by or for the benefit of Tenant, and quit and surrender the Premises to Landlord, broom clean, and in good order, condition and repair, ordinary wear and tear and damage which Landlord is obligated to repair hereunder (if any) excepted. Landlord may, by notice to Tenant not less than sixty (60) days prior to the Expiration Date (except in the event of a termination of this Lease prior to the scheduled Expiration Date, in which event no advance notice shall be required) require Tenant, at Tenant’s expense, to remove any Alterations (except as otherwise specifically provided in this Lease) and repair any damage caused by such removal. If Tenant fails to remove any of Tenant’s property, or to restore the Premises to the required condition, Landlord, at Tenant’s sole cost and expense, shall be entitled (but not obligated) to remove and store Tenant’s property and/or perform such restoration of the Premises. Landlord shall not be responsible for the value, preservation or safekeeping of Tenant’s property. Tenant shall pay Landlord, upon demand, the expenses and storage charges incurred plus interest at the Interest Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 52 65268.00022\45163372.8
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Rate from the date Landlord incurred the charges. If Tenant fails to remove Tenant’s property from the Premises or storage, within thirty (30) days after notice, Landlord may deem all or any part of Tenant’s property to be abandoned and, at Landlord’s option, title to Tenant’s property shall vest in Landlord or Landlord may dispose of Tenant’s property in any manner Landlord deems appropriate. WITH RESPECT TO ANY TENANT OWNED PROPERTY THAT
TENANT ELECTS TO LEAVE IN THE PREMISES, TENANT WAIVES ANY AND ALL RIGHTS IT MAY HAVE UNDER CALIFORNIA CIVIL CODE §§ 1980 ET SEQ. AND 1993 ET SEQ. AND SECTION 1174 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE.
TENANT FURTHER WAIVES AND RELEASES LANDLORD FROM ANY CLAIM OR
LIABILITY IN CONNECTION WITH THE REMOVAL OF SUCH PROPERTY FROM THE PREMISES AND THE STORAGE THEREOF. TENANT'S OBLIGATIONS UNDER THIS SECTION 19 SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE. Notwithstanding the foregoing, the removal of Tenant Work shall be governed by Exhibit G.
20. HOLDING OVER.
If Tenant fails to surrender all or any part of the Premises at the termination of this Lease, Tenant’s occupancy of the Premises after termination shall be that of a tenancy at sufferance. Tenant’s occupancy shall be subject to all the terms and provisions of this Lease and Tenant shall pay Landlord a monthly amount (without reduction for partial months during the holdover) equal to 150% of the sum of the Base Rent in effect for the month immediately preceding the holdover. No holding over by Tenant shall operate to extend the Term. If Tenant does not surrender possession at the end of the Term or sooner termination of this Lease, Tenant shall indemnify and hold Landlord harmless from and against any and all losses or liability resulting from delay in Tenant so surrendering the Premises including, without limitations, any loss or liability resulting from any claim against Landlord made by any succeeding tenant or prospective tenant founded on or resulting from such delay. Any holding over by Tenant with the written consent of Landlord shall thereafter constitute a lease from month to month. THE PARTIES HEREBY WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE § 1945.
21. MORTGAGES.
21.1 Subordination to Mortgages. This Lease shall be automatically subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) and any other hypothecation or security now existing or subsequently arising placed upon the Premises or any building thereon (each referred to as a “Mortgage”), and to any other agreements or covenants running with the land now existing or subsequently arising, and to all renewals, modifications, refinancing and extensions of any of the foregoing. The party having the benefit of a Mortgage shall be referred to as a “Mortgagee”. This clause shall be self-operative, but upon request from a Mortgagee, Tenant shall, within fifteen (15) days written request from Landlord, execute a commercially reasonable subordination agreement in favor of the Mortgagee; provided, that such subordination agreement shall contain a non-disturbance provision in favor of Tenant. As an alternative, a Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease. Upon request, Tenant, shall attorn to any successor to Landlord’s interest in this Lease.
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21.2 Mortgage Protection. Tenant shall give any Mortgagee, in accordance with the notice requirements of this Lease, at the same time as it is given to Landlord, a copy of any notices of default given to Landlord, provided that, prior to such notice, Tenant has been notified in writing (by way of notice of assignment of rent and leases, or otherwise) of the existence and address of such Mortgagee. Tenant further agrees that, if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee shall have an additional reasonable period of time within which to cure such default, or if such default cannot be cured without Mortgagee pursuing its remedies against Landlord, then Mortgagee shall have such additional time as may be necessary to commence and complete a foreclosure proceeding. If, in connection with obtaining financing, Landlord’s lender shall request reasonable modifications to this Lease as a condition to such financing, Tenant shall not unreasonably withhold, delay or defer its consent to such modifications, provided that such modifications do not materially adversely affect Tenant’s rights or increase Tenant’s obligations under this Lease.
22. TENANT’S ESTOPPEL CERTIFICATE.
Within fifteen (15) days after written request therefor, Tenant shall execute and deliver to Landlord, in a form reasonably acceptable to Tenant, an estoppel certificate stating, that this Lease is in full force and effect, describing any amendments or modifications thereto, acknowledging that this Lease is subordinate or prior, as the case may be, to any Mortgage and stating any other information Landlord may reasonably request, including the Term, the monthly Base Rent, the date to which Rent has been paid, the amount of any security deposit or prepaid rent, whether either party hereto is in default under the terms of the Lease, and whether Landlord has completed any construction obligations under this Lease. Any such estoppel certificate may be relied upon by any person or entity purchasing, acquiring an interest in or extending finance with respect to the Building, or any part thereof. If Tenant fails to provide such certificate within the fifteen (15) days, such failure shall at Landlord’s election, constitute a Default and Tenant shall be deemed to have given such certificate as above provided without modification and shall be deemed to have admitted the accuracy of any information supplied by Landlord to a prospective purchaser or mortgagee or deed of trust holder.
23. INTENTIONALLY OMITTED.
24. NOTICE.
All notices shall be in writing and (i) delivered by hand, (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service, or (iii) sent by overnight or same day courier service at the party’s respective Notice Address(es) set forth in the Basic Lease Information (“Notice Address”).
Each notice shall be deemed to have been received on the earlier to occur of actual delivery or the date on which delivery is refused, or, if Tenant has vacated the Premises or any other Notice Address of Tenant without providing a new Notice Address, three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above. Either party may, at any time, change its Notice Address (other than to a post office box address) by giving Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 54 65268.00022\45163372.8
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the other party written notice of the new address. Any notice shall be deemed personally delivered to Tenant on the date the notice is personally delivered to any employee of Tenant at the Premises. All notices and demands delivered by a party's attorney on a party's behalf shall be deemed to have been delivered by such party.
25. LABOR PROVISIONS.
25.1 Equal Opportunity. During the Term, and with respect to person(s) in or at the Building or Premises or employment or employees at the Premises, Tenant agrees as follows:
(a) Tenant will not discriminate against any guest, visitor, invitee, customer, employee of Tenant or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender identity, gender expression, age, sexual orientation, or military and veteran status. The employees of Tenant shall be treated without regard to their employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender identity, gender expression, age, sexual orientation, or military and veteran status. Such action shall include, but not be limited to, the following: employment, upgrading demotion, or transfer, recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of compensation, selection for training, including apprenticeship. Tenant agrees to post in conspicuous places, notices to be provided by the applicable government agencies, setting forth the provisions of this nondiscrimination provision.
(b) Tenant will, in all solicitations or advertisements for employees placed by or on behalf of Tenant, state that all qualified applicants will receive consideration for employment without regard to employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender identity, gender expression, age, sexual orientation, or military and veteran status.
(c) Tenant will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding a notice advising the labor union or worker’s representative of Tenant’s commitments under this Equal Opportunity Clause, and Tenant shall post copies of the notice in conspicuous places available to employees and applications for employment. (d) Tenant, through any approved sublease, shall require each of its subtenants to comply with the nondiscrimination provisions contained in this Section 25.1.
25.2 Convict Labor. In connection with the performance of work required by this Lease, Tenant agrees not to employ any person undergoing a sentence of imprisonment at hard labor.
25.3 Prevailing Wages and Related Requirements. Tenant acknowledges the Premises are located on public property and, as such, alterations, improvements or additions ("Alterations") may be subject to the payment of prevailing wage under the provisions of the Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 55 65268.00022\45163372.8
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California Labor Code and Section 2-67 of the Alameda Municipal Code. Tenant further acknowledges and agrees any Alterations made by or on behalf of Tenant to the Premises, or any portion thereof, which are paid for in whole or in part by Landlord or which are considered to have been paid for in whole or in part by Landlord (e.g. by virtue of any rents that are reduced, waived or forgiven) will constitute “public works,” as that term is defined in California Labor Code section 1720, subject to prevailing wage requirements. In such case, the following shall apply:
(a) Tenant shall comply with any applicable laws, rules and regulations related to construction wages and other construction matters, if and to the extent applicable to the Premises after the Commencement Date including, but not limited to: (i) paying prevailing wages in the construction of any Alterations as those wages are determined pursuant to Labor Code Sections 1720 et seq.; (ii) employing apprentices as required by Labor Code Sections 1777.5 et seq.; (iii) complying with the other applicable provisions of Labor Code Sections 1720 et seq., 1725.5, 1771, 1771.1, 1771.4, 1776, 1777.5 et seq., and 1810-1815; (iv) implementing the regulations of the Department of Industrial Relations (the "DIR") for all such Labor Code sections; and (v) complying with Section 2-67 of the Alameda Municipal Code for payment of prevailing wages.
(b) From and after the Commencement Date, Tenant shall
indemnify, hold harmless, and defend (with counsel reasonably acceptable to Landlord) the Landlord Related Parties against any claim for damages, compensation, fines, penalties or other amounts arising out of the failure or alleged failure of any person or entity (including Tenant and its contractors) to (i) pay prevailing wages as determined pursuant to Labor Code Sections 1720 et seq., (ii) to employ apprentices pursuant to Labor Code Sections 1777.5 et seq., (iii) to require any contractor or subcontractor listed on a bid proposal for a public works project be registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5, (iv) to comply with the other applicable provisions of Labor Code Sections 1720 et seq., 1725.5, 1771, 1771.1, 1771.4, 1776, 1777.5 et seq., and 1810-1815; (v) to meet the conditions of Section 1771.4 of the Labor Code, to require the general contractor for any prevailing wage work to furnish electronic certified payroll records directly to the Labor Commissioner at:
https://www.dir.ca.gov/Public-Works/Certified-Payroll-Reporting.html, and/or (vi) to comply with any other regulation related to public contracts. Tenant’s obligation to indemnify, defend and hold harmless under this Section 25.3 shall survive termination of this Lease, and shall be interpreted broadly so as to apply to any legal or administrative proceeding, arbitration, or enforcement action.
(c) Notwithstanding anything to the contrary, the requirements of this Section 25.3 shall not apply to properties leased within Alameda Point (i) where Tenant is making improvements valued at less than $100,000.00, or (ii) where the existing lease has an effective date prior to August 2, 2012.
26. MISCELLANEOUS.
26.1 Governing Law. This Lease shall be interpreted under, and enforced by the laws of the State of California without regard to any choice of law rules which may direct the Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 56 65268.00022\45163372.8
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application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California.
26.2 Surplus Land Act.
The City has reviewed the terms of the Lease for the Premises in accordance with the terms, provisions and requirements of the California Surplus Land Act (California Government Code Sections 54220-54233) (the “SLA”). Pursuant to a Resolution 15777, adopted by the City Council on May 19, 2021, the Lease does not constitute a disposition of the Premises for purposes of the SLA pursuant to Government Code Section 54221(d)(2)(A) because the Property was conveyed to the City by the United States of America pursuant to that certain Economic Development Conveyance Agreement dated June 6, 2000, which obligates the City to implement the development of the Property in strict compliance with the NAS Alameda Reuse and Redevelopment Plan dated January 1996. Therefore, this Lease is not subject to the SLA.
26.3 Severability. If any section, term or provision of this Lease is held invalid by a court of competent jurisdiction, all other sections, terms or severable provisions of this Lease shall not be affected thereby, but shall remain in full force and effect.
26.4 No Recovery of Attorney’s Fees or Costs. In the event of any litigation or administrative or arbitration proceeding relating to this Lease, the parties and litigants shall bear their own attorney’s fees and costs. No party or litigant shall be entitled to recover any attorneys’ fees or costs from any other party or litigant, regardless of which party or litigant might prevail.
26.5 Force Majeure Events. If a party’s performance of an obligation under this Lease is prevented or delayed due to a Force Majeure Event (defined below), the period of time for the performance of such obligation shall be extended by the number of days that the performance is actually prevented or delayed by the Force Majeure Event. Notwithstanding anything to the contrary in this Lease, no Force Majeure Event shall (1) excuse or delay Tenant’s obligations to timely pay rent (including Base Rent) or other charges as and when due pursuant to this Lease, (2) be grounds for Tenant to abate any portion of rent (including, Base Rent) due pursuant to this Lease, (3) entitle either Party to terminate this Lease, or (4) excuse Tenant’s obligations to timely maintain the insurance required by this Lease. “Force Majeure Event” means strikes, lockouts, labor disputes, acts of God, acts of war, terrorist acts, inability to obtain services, labor, or materials or reasonable substitutes therefor, civil commotions, casualty, actual public health emergency (including epidemic, pandemic, famine, disease, plague, quarantine, and other significant public health risk), governmental edicts, actions, orders, declarations or restrictions (including (i) any states of emergency and quarantines imposed by a governmental entity or agency, and (ii) any government imposed shelter-in-place orders, stay at home orders and/or restrictions on travel related thereto that preclude Tenant, its agents, contractors or its employees from accessing the Premises), breaches in cybersecurity, and other causes beyond the reasonable control of the party obligated to perform regardless of whether such other causes are foreseeable or unforeseeable. TENANT HEREBY WAIVES ANY AND ALL RIGHTS IT MIGHT Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 57 65268.00022\45163372.8
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OTHERWISE HAVE PURSUANT TO SECTION 1511 OF THE CALIFORNIA CIVIL CODE, AND HEREBY AGREES THAT THIS SECTION 26.5 IS AN EXPRESS PROVISION TO THE CONTRARY.
26.6 Right to Lease, Sell. Landlord reserves the absolute right to allow such other tenancies in the Property as Landlord in its sole discretion shall determine, and Tenant is not relying on any representation that any specific tenant, type of tenant or number of tenants will occupy the Property. Landlord shall have the right to sell, transfer and assign any or all of its rights and obligations in and to this Lease, the Building and/or the Property. Upon such sale, transfer or assignment, and consistent with Section 10.4, Landlord shall automatically be released from any and all further obligations under this Lease and Tenant agrees to look solely to the successor in interest of Landlord for the performance of such obligations.
26.7 Signs. Tenant shall not place any sign upon the Premises without Landlord’s prior written consent. All signage shall comply with Landlord’s signage design criteria, as exist from time to time. In addition, any style, size, materials and attachment method of any such signage shall be subject to Landlord’s prior written consent. The installation of any sign on the Premises by or for Tenant shall be subject to the provisions of this Lease. Tenant shall maintain any such signs installed on the Premises. Unless otherwise expressly agreed, Landlord reserves the right to install, and retain all revenues from the installation of, such advertising signs on the Premises, including the roof, as do not unreasonably interfere with the conduct of Tenant’s business.
26.8 Brokers. Landlord and Tenant each represents and warrants to the other that neither it nor its officers or agents nor anyone acting on its behalf has dealt with any real estate broker except the Broker(s) specified in the Basic Lease Information in the negotiating or making of this Lease. Landlord and Tenant acknowledge that JLL is involved in this transaction through separate representatives for Landlord and Tenant. Landlord and Tenant further acknowledge that JLL has disclosed its role in the transaction and that Landlord and Tenant have consented to such representation. JLL’s internal separation of representatives shall not create any right or claim against Landlord, nor shall any broker or agent be deemed a party to or third-party beneficiary of this Lease. Except for the commission due to JLL in connection with this transaction, each party agrees to indemnify, defend and hold harmless the other from any claim or claims, and costs and expenses, including attorneys’ fees, incurred by the indemnified party in conjunction with any such claim or claims of any other broker or brokers to a commission in connection with this Lease as a result of the actions of the indemnifying party. Provided that this Lease is fully executed by all parties, Landlord shall pay, at its sole cost and expense, any commission that may be due to JLL pursuant to a separate written agreement between Landlord and JLL. No broker or agent is a party to or third-party beneficiary of this Lease or has any right to enforce any provision of this Lease.
26.9 Access by Landlord. Landlord will give Tenant a minimum of forty-eight (48) hours prior notice of an intention to enter the Premises, unless the entry is reasonably required on an emergency basis for health, safety, environmental, operations or security purposes. Tenant shall ensure that a telephone roster is maintained at all times for on-call persons representing Tenant who will be available on short notice, 24 hours a day, 365 days per year, and have Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 58 65268.00022\45163372.8
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authority to use all keys necessary to gain access to the Premises to facilitate entry in time of emergency. Tenant shall ensure that Landlord has a current roster of such on-call personnel and their phone numbers. Tenant shall not change any existing locks, or attach any additional locks or similar devices to any door or window, without providing a set of all keys to Landlord. All keys must be returned to Landlord at the expiration or termination of this Lease. Tenant shall have no claim against Landlord for exercise of its rights of access hereunder. Portions of the utilities systems serving the former Naval Air Station Alameda may be located within the Building or Premises. Tenant agrees to allow Landlord and its utility supplier reasonable access to the Premises for operation, maintenance, repair and replacement of these utilities systems as may be required. In executing operation, maintenance, repair or replacement of these systems, Landlord agrees to take commercially reasonable steps to limit interference with the use of the Premises by Tenant.
26.10 Waiver of Right to Jury Trial. Landlord and Tenant waive their respective rights to trial by jury of any contract or tort claim, counterclaim, cross-complaint, or cause of action in any action, proceeding, or hearing brought by either party against the other on any matter arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, or Tenant’s use or occupancy of the Premises, including without limitation any claim of injury or damage or the enforcement of any remedy under any current or future law, statute, regulation, code, or ordinance. Landlord and Tenant agree that this paragraph constitutes a written consent to waiver of trial by jury within the meaning of California Code of Civil Procedure Section 631(f)(2), and Tenant does hereby authorize and empower Landlord to file this paragraph and/or this Lease, as required, with the clerk or judge of any court of competent jurisdiction as a written consent to waiver of jury trial. If the waiver set forth in this Section 26.10 is determined by any court to be invalid because it was executed prior to the commencement of any action, then Landlord and Tenant each covenant and agree to execute and deliver to the other, within five (5) days of a written request by the other, a waiver of the right to trial by jury similar in terms and scope to the waiver set forth in this Section 26.10 at such time following the commencement of such action as such waiver , if then made, would be valid.
26.11 Recordation. Neither this Lease, nor any memorandum, affidavit nor other writing with respect thereto, shall be recorded by Tenant or by anyone acting through, under or on behalf of Tenant without the prior written consent of Landlord, which consent may be granted or withheld in Landlord’s sole and absolute discretion. Any recording in violation of this provision shall make this Lease null and void at Landlord’s election.
26.12 Headings; Gender; Exhibits. Any captions or headings used in this Lease are for convenience only and do not define or limit the scope of this Lease. In this Lease, the singular includes the plural and vice versa whenever the context so requires, and the use of any gender shall include all genders. All exhibits attached to this Lease are incorporated herein by this reference.
26.13 Authority. Tenant is a corporation, trust, limited liability company, partnership, association or other entity. Tenant, and each individual executing this Lease on behalf of such entity, represents and warrants that (a) such entity is duly formed and validly existing under the laws of its state of origin and qualified to do business in California, (b) such individual is duly Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 59 65268.00022\45163372.8
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authorized to execute and deliver this Lease on behalf of such entity, and (c) such entity is duly authorized to enter into this Lease and this Lease is enforceable against such entity in accordance with its terms. Tenant shall deliver to Landlord upon demand evidence of such authority reasonably satisfactory to Landlord.
26.14 Quiet Possession. Upon Tenant’s payment of Rent and observing and performing all other terms, covenants, obligations and provisions of this Lease, and subject to Landlord’s rights under this Lease, Tenant shall have quiet possession of the Premises throughout the Term.
26.15 Asbestos Notification for Commercial Property Constructed Before 1979. Tenant acknowledges that Landlord has advised Tenant that, because of their age, any buildings constructed at the Premises before 1979 may contain asbestos-containing materials (“ACMs”).
If Tenant undertakes any Alterations or repairs to the Premises, Tenant shall, in addition to complying with the requirements of this Lease, undertake the Alterations or repairs in a manner that avoids disturbing any ACMs present at the Premises. If ACMs are likely to be disturbed in the course of such work, Tenant shall encapsulate or remove the ACMs in accordance with an approved asbestos-removal plan and otherwise in accordance with all applicable Hazardous Materials Laws, including giving all notices required by the California Health & Safety Code including Sections 25915-25919.7.
26.16 Lead Warning Statement. Tenant acknowledges that Landlord has advised Tenant that any buildings built before 1978 may contain lead-based paints (“LBP”). Lead from paint, paint chips and dust can pose health hazards if not managed properly. Subject to Section 9 of this Lease, Tenant may at its sole cost and expense, have a state certified LBP Inspector complete a LBP inspection and abatement and provide an abatement certification to Landlord.
Landlord has no specific knowledge of the presence of lead-based paint in the Premises.
26.17 OFAC Certification. Tenant represents, warrants and covenants that: (a) Tenant and its principals are not acting, and will not act, directly or indirectly, for or on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department as a terrorist, “Specially Designated and Blocked Person” or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control; and (b) Tenant acknowledges that the breach of this representation, warranty and covenant by Tenant shall be an immediate Default under the Lease.
26.18 Certified Access Specialist Disclosure. Inspection by Certified Access Specialist.
Landlord discloses that the Premises have not undergone inspection by a Certified Access Specialist as referenced in California Civil Code (“Civil Code”) Section 1938 subsection (e) which provides: "A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 60 65268.00022\45163372.8
Lease Agreement
City of Alameda – Poseidon Tech Corporation
fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises." Pursuant to Civil Code Section 1938(e), Tenant acknowledges and agrees if Tenant wishes to have the Premises inspected by a CASp: (i) Tenant must notify Landlord on or before the date when Tenant executes this Lease pursuant to the election below; (ii) Tenant shall, at its cost, retain a CASp approved by Landlord (provided that Landlord may designate the CASp, at Landlord’s option) to perform the inspection of the Premises at a time agreed upon by the parties; (iii) the inspection must be scheduled through Landlord and in coordination with the property manager of the Premises (if any); (iv) Tenant shall promptly complete at its sole cost any repairs or modifications necessary to correct any violation of construction-related accessibility standards that are noted in the CASp report; and (v) Tenant must provide a copy of the CASp report to Landlord on completion.
Tenant agrees to keep the information in the CASp Report confidential except as necessary for Tenant to complete such modifications. By initialing below, Tenant represents that:
Tenant wishes to have a CASp inspection of the Premises Initials: ______________ Tenant waives its right to a CASp inspection of the Premises Initials: _____________
26.19 Time of the Essence. Time is of the essence for this Lease and each of its provisions.
26.20 Entire Agreement; Amendment; Interpretation. This Lease contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Lease, and no prior agreements or understandings pertaining to any such matter shall be effective for any purpose. This Lease may not be amended except by an agreement in writing signed by both Landlord and Tenant or their respective successors-in-interest. This Lease shall be interpreted as if it was prepared by both parties and ambiguities shall not be resolved in favor of one party because all or a portion of this Lease was prepared by the other party.
26.21 Rules and Regulations. Tenant shall faithfully observe and comply with the nondiscriminatory rules and regulations attached hereto as Exhibit F and incorporated herein by this reference, as the same may be modified from time to time by Landlord in its sole and absolute discretion. Any additions or modifications to those rules shall be binding upon Tenant upon Landlord’s delivery of a copy to Tenant.
26.22 Financial Statement. Within thirty (30) days after Landlord’s written request, but not more than once per calendar year, Tenant shall deliver to Landlord the then current financial statements of Tenant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied and shall be certified as accurate in all material respects by an officer of Tenant.
26.23 Relocation Benefits. Tenant acknowledges that upon the expiration or earlier termination of this Lease, for any reason other than a Taking as defined at Section 16, Tenant shall not be a displaced person, and therefore waives any and all claims for relocation benefits, assistances and/or payments under Government Code Sections 7260 et seq., 25 California Code of Regulations Sections 600 et seq., 42 U.S.C. 4601 et seq., 29 C.F.R. Sections 121 et seq. and Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 61 65268.00022\45163372.8
Lease Agreement
City of Alameda – Poseidon Tech Corporation
49 C.F.R Sections 24.1 et seq. (collectively the “Relocation Assistance Laws”). Any Relocation of the Premises pursuant to Section 23 of this Lease shall be governed by the terms of this Lease and not the Relocation Assistance Laws. Tenant further acknowledges and agrees that upon the expiration or earlier termination of this Lease for any reason, other than a Taking, no claim shall arise, nor shall Tenant assert any claim for loss of business goodwill (as that term is defined at CCP §1263.510) and no compensation for loss of business goodwill shall be paid by Landlord.
26.24 Intentionally Omitted.
26.25 Subdivision and Development of Property. Tenant acknowledges that, without any form of representation or warranty, Landlord (or its successor) may cause the Property to be subdivided or existing parcels to be assembled to facilitate the sale, development or redevelopment of portions of Property which may or may not include those portions of the Property upon which the Premises are located. Such activities may require the reservation of easements for utilities and access to adjacent properties or buildings. As a material inducement for Landlord to enter into this Lease, Tenant agrees not to take any actions, oral or in writing, in opposition to such activities or the planning thereof by Landlord (or its successor) unless such activity threatens to materially disrupt Tenant’s rights under this Lease.
26.26 Environmental and Planning Documents. Tenant acknowledges that its use of the Premises and any Alterations thereto shall comply with the terms, conditions and requirements of: (a) the Environmental Impact Report for Alameda Point and the Mitigation Monitoring and Reporting Program adopted pursuant thereto; (b) the Master Infrastructure Plan; (c) the Town Center and Waterfront Precise Plan (as applicable); and (d) the Alameda Point Transportation Demand Management Plan. Compliance with the foregoing may include the preparation of a Compliance Strategy consistent with the Transportation Demand Management Plan and payment of transportation program fees.
26.27 Easements. Landlord reserves to itself the right, from time to time, to grant such easements, rights and dedications that Landlord deems necessary or desirable, and to cause the recordation of parcel maps and restrictions, so long as such easements, rights, dedications, maps and restrictions do not materially interfere with the use of the Premises by Tenant. The obstruction of Tenant’s view, air, or light by any structure erected in the vicinity of the Property, whether by Landlord or third parties, shall in no way affect this Lease or impose any liability upon Landlord.
26.28 Transportation Management. Tenant shall fully comply with all present or future programs implemented or required by any governmental or quasi-governmental entity or Landlord to manage parking, transportation, air pollution, or traffic in and around the Premises or the area in which the Premises is located.
26.29 Multiple Parties. If more than one person or entity is named as Tenant, the obligations of Tenant shall be the joint and several responsibility of all persons and entities named as Tenant. Service of a notice in accordance with this Lease on one Tenant shall be deemed service of notice on all Tenants.
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Lease Agreement
City of Alameda – Poseidon Tech Corporation
26.30 Landlord’s Lien and Security Interest. Tenant unconditionally grants to Landlord a continuing lien and security interest in and to all personal property of Tenant located at the Premises, the security deposit, any advance rent payment or other deposit now or hereafter in the control of Landlord, and any profits or proceeds from any of the foregoing property. This security interest secures payment and performance of all obligations of Tenant under this Lease, and constitutes a security agreement under the laws of the State of California. In the event of a default under this Lease which is not cured within the applicable grace period, if any, Landlord shall be entitled to all the rights, powers and remedies granted a secured party under the Uniform Commercial Code in effect in the State of California and otherwise available at law or in equity, without additional notice or demand regarding this security interest. Tenant agrees that it will execute such other documents or instruments as may be reasonably necessary to carry out the purpose of this paragraph, including without limitation a UCC 1 financing statement. Tenant’s failure to execute such documents within ten (10) days after written demand shall constitute a material default by Tenant and, at Landlord’s option, Landlord shall have the right to execute such documents on behalf of Tenant as Tenant’s attorney-in-fact. Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant’s attorney-in-fact, and Landlord shall have the right to execute such documents in Tenant’s name. Landlord’s rights under this paragraph are in addition to Landlord’s other rights under this Lease.
26.31 Mold. Landlord shall not be liable for any loss, damage or personal injury suffered by Tenant or any Tenant Related Parties due to the presence of mold in or around the Premises unless such mold is the result of Landlord’s gross negligence or willful misconduct. It shall be Tenant’s responsibility to take necessary measures to prevent mold from accumulating within the Premises, including, but not limited to, the following: (i) maintaining appropriate climate control within the Premises; (ii) maintaining the cleanliness of the Premises; (iii) removing visible moisture accumulations on windows, window sills, walls, floors, ceilings and other surfaces as soon as reasonably possible; and (iv) not blocking or covering any heating, ventilating or air conditioning ducts within the Premises. Tenant shall report immediately in writing to Landlord any evidence of mold, a water leak or excessive moisture within the Premises or the Building. Should Tenant desire a mold inspection or additional information about mold, Tenant should contact a professional in this field.
26.32 Radon Disclosure. Tenant is hereby advised that radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in California. Additional information regarding radon and radon testing may be obtained from your county public health unit. The foregoing disclosure is for informational purposes only. Landlord has not conducted radon testing with respect to the Building and specifically disclaims any and all representations and warranties as to the absence of radon gas or radon producing conditions in connection with the Building and the Premises.
26.33 Survival of Obligations. All obligations of Tenant under this Lease which are not fully performed before the termination of this Lease, shall survive such termination.
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 63 65268.00022\45163372.8
Lease Agreement
City of Alameda – Poseidon Tech Corporation
26.34 Independent Covenants. Tenant's covenants to pay Rent and other sums due hereunder are independent of Landlord's covenants hereunder, and Tenant shall have no right to withhold any payments on account of any alleged failure by Landlord to comply with any of Landlord's covenants.
26.35 Waiver. No waiver of any provision or right under this Lease shall be a waiver of any other provision or right, whether or not similar, nor shall any waiver constitute a continuing waiver. The acceptance of Rent by Landlord shall not constitute a waiver of any preceding breach by Tenant of any provision or right under this Lease, regardless of Landlord’s knowledge of such preceding breach at the time Landlord accepted such Rent. Failure by Landlord to enforce any provision or right under this Lease shall not be deemed a waiver of Landlord’s right to insist strict performance by Tenant. No waiver shall be binding unless it is executed in writing by the party making the waiver.
26.36 Successors. The provisions of this Lease shall be binding upon and inure to the benefit of Landlord and Tenant, respectively, and their respective successors, assigns, heirs, executors, and administrators. Tenant agrees to become the tenant of Landlord's successor in interest under the same terms and conditions of its tenancy hereunder.
26.37 Counterparts. This Lease may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. The signature of any party transmitted by electronic signature software or service, facsimile or e-mail (PDF or other image) shall be deemed an original signature of the transmitting party for any and all purposes.
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Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 64 65268.00022\45163372.8
Lease Agreement
City of Alameda – Poseidon Tech Corporation
IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease as of the date first above written.
LANDLORD:
CITY OF ALAMEDA,
a charter city and municipal corporation
By: _____________________________
Gerry Beaudin
City Manager
Date: _____________________________
TENANT:
POSEIDON TECH CORPORATION,
a Delaware corporation
By: _____________________________
Name: David Zagaynov
Title: CEO & CFO
Date: _____________________________
Approved as to Form
By: _____________________________
Len Aslanian
Acting City Attorney
By: _____________________________
Name: Parker Tenney
Title: Secretary
Recommended for Approval
By: ________________________________
Abigail Thorne-Lyman
Director, Base Reuse and Economic
Development
Date: _____________________________
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 9/24/2026
9/23/2026
Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 65 65268.00022\45163372.8
EXHIBIT A
EXHIBIT A
PREMISES
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EXHIBIT A-1
EXHIBIT A-1
PARKING AREA
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EXHIBIT B
EXHIBIT B
COMMENCEMENT LETTER
Date: _____________________
Re: Lease dated as of ______, 20__, by and between City of Alameda, as Landlord, and ____________________, a ____________________, as Tenant, for ______ rentable square feet in the Building ____ located at ____________________, Alameda, California.
Dear __________________:
In accordance with the terms and conditions of the above referenced Lease, Tenant accepts possession of the Premises described therein and agrees:
1. The Commencement Date of the Lease is _______;
2. The Expiration Date of the Lease is _____________.
Please acknowledge your acceptance of possession and agreement to the terms set forth above by signing all 3 counterparts of this Commencement Letter in the space provided and returning 2 fully executed counterparts to my attention.
Sincerely Agreed and Accepted:
Landlord: City of Alameda
By: ___________________
Name: ___________________
Title:
Tenant: ____________________
By: ___________________
Name: ___________________
Title: ___________________
[Exhibit - Do not sign]
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EXHIBIT C
EXHIBIT C
RENEWAL NOTICE
Date: _____________________
Re: Lease dated as of ______, 20__, by and between City of Alameda, as Landlord, and ____________________, a ____________________, as Tenant.
Dear __________________:
In accordance with the terms, provisions and requirements of the above referenced Lease, by this notice Tenant hereby irrevocably exercises its Renewal Option for the Renewal Term, at the Renewal Base Rent rate and upon the terms and conditions specified.
Sincerely:
______________
[Name of Tenant]
By: ___________________
Its: ___________________
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EXHIBIT D
EXHIBIT D
ACKNOWLEDGMENT OF RECEIPT
Pursuant to that certain Lease Agreement entered into by and between City of Alameda, a charter city and municipal corporation (“Landlord”) and Poseidon Tech Corporation, a Delaware corporation (“Tenant”) dated as of ________ ___, 20__ (“Lease”) Tenant hereby acknowledges that Landlord has provided it with copies of the following documents:
● Quitclaim Deed from the United States of America, acting by and through the Department of the Navy to the City of Alameda, dated June 4, 2013, recorded June 6, 2013 as Series No. 2013-199810 of Official Records in the Office of the County Recorder, Alameda County, California (“Quitclaim Deed”);
● Declaration of Restrictions (Former Naval Air Station Alameda) dated June 4, 2013, recorded June 6, 2013 as Series No. 2013-199782 in the Office of the County Recorder of Alameda County (“Declaration of Restrictions”).
● City of Alameda Ordinance No. 2824, adopted February 15, 2000 (“Marsh Crust Ordinance”).
● Roof Assessment Report for Building 11, 1190 West Tower Avenue, prepared by Partner Engineering and Science, Inc., dated June 5, 2026.
Pursuant to the applicable terms, conditions and provisions of the Lease, Tenant acknowledges receipt of the above referenced documents and agrees that its use of the Premises (as defined in the Lease) shall comply with the restrictions set forth in said documents and failure to do so shall constitute a Default under the Lease.
Poseidon Tech Corporation, a Delaware corporation_____
By: _____________________________
David Zagaynov
Its: _____________________________
Date: _____________________________
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 CEO
9/24/2026
Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 70 EXHIBIT E
ENVIRONMENTAL QUESTIONNAIRE
The purpose of this form is to obtain information regarding the use, if any, of hazardous substances in the process proposed on the premises to be leased. Any such use must be approved in writing by Landlord. Prospective tenants should answer the questions in light of their proposed operations on the premises. Existing tenants should answer the questions as they relate to ongoing operations on the premises and should update any information previously submitted.
If additional space is needed to answer the questions, you may attach separate sheets of paper to this form.
Your cooperation in this matter is appreciated. Any questions should be directed to, and when completed, the form should be mailed to:
Lincoln Property Company (LPC West, LP),
as Agent for City of Alameda
950 W. Mall Square Suite, Suite 239
Alameda, CA 94501
1. General Information.
Name of Responding Company:
Check the Applicable Status:
Prospective Tenant ☐ Existing Tenant ☐
Mailing Address:
Contact Person and Title:
Telephone Number: (___)
Alameda Point Address of Proposed Premises to be Leased:
Length of Lease Term:
Your Standard Industrial Classification (SIC) Code Number:
EXHIBIT E
3721 84 Months Alameda, CA 94501 1190 W Tower Ave 951 816-8935 Daniel Hampton - Business Operations Manager 1190 W Tower Ave, Alameda, CA 94501 x Poseidon Tech Corporation
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 71 Describe the proposed operations to take place on the property, including principal products manufactured, services, and a brief process flow description to be conducted.
Existing tenants should describe any proposed changes to ongoing operations.
2. Use and/or Storage of Hazardous Materials.
2.1 Will any hazardous materials be used or stored onsite? Hazardous Wastes Yes ☐ No ☐
Hazardous Chemical Products Yes ☐ No ☐
2.2 Attach the list of any hazardous materials/wastes to be used, stored, or generated the quantities that will be onsite at any given time, and the location and method of storage (e.g., 55-gallon drums on concrete pad).
2.3 Does your company handle hazardous materials in a quantity equal to or exceeding an aggregate of 500 pounds, 55 gallons, or 200 cubic feet? Yes ☐ No ☐
If yes, please provide Material Safety Data Sheets (MSDS) on such materials.
2.4 Has your business filed for a Consolidated Hazardous Materials Permit from the Alameda County Environmental Management Department? Yes ☐ No ☐
If yes, attach a copy of the permit application.
2.5 Are any of the chemicals used in your operations regulated under Proposition 65?
Yes ☐ No ☐
If yes, describe the actions taken, or proposed to be taken, to comply with Proposition 65 requirements.
2.6 Do you store or use or intend to store or use acutely hazardous materials above threshold quantities requiring you to prepare a risk management plan (RMP)?
Yes ☐ No ☐
to the public. satisfying Prop 65 warning requirements per 27 CCR §25606. Premises are not open the Company's Hazard Communication program (labeling, SDS access, training), contain Proposition 65-listed chemicals. Employees exposures are addressed through Products used onsite (epoxies, solvents, coatings) x x
R&D and Prototype Production of cargo aircraft.Operations include engineering, composite x x
x
x
manufacturing, machining, assembly and office/administrative space.
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 72 2.7 Describe the procedures followed to comply with OSHA Hazard Communication Standard requirements.
3. Storage Tanks and Pumps.
3.1 Are any above or below ground storage of gasoline, diesel, or other hazardous substances in tanks or pumps being used as a part of your present process or proposed for use on this leased premises?
Yes ☐ No ☐
If yes, describe the materials to be stored, and the type, size and construction of the pump or tank. Attach copies of any permits obtained for the storage of such substances.
3.2 If you have an above ground storage tank (AST), do you have a spill prevention containment and countermeasures (SPCC) plan? Yes ☐ No ☐ Not Applicable ☐
3.3 Have any tanks, pumps or piping at you existing facilities been inspected or tested for leakage?
Yes ☐ No ☐ Not Applicable ☐
If yes, attach the results.
3.4 Have any spills or leaks occurred from such tanks, pumps or piping? Yes ☐ No ☐ Not Applicable ☐
If yes, describe.
3.5 Were any regulatory agencies notified of any spills or leaks? Yes ☐ No ☐ Not Applicable ☐
If yes, attach copies of any spill reports filed, any clearance letters or other correspondence from regulatory agencies relating to the spill or leak.
3.6 Have any underground storage tanks, sumps or piping been taken out of service or removed at the proposed facility or facilities that you operate? Yes ☐ No ☐ Not Applicable ☐
If yes, attach copies of any closure permits and clearance obtained from regulatory agencies relating to closure and removal of such tanks.
and employee training at hire and upon introduction of new hazards. chemical inventory, GHS container labeling, SDS library accessible to all employees Written Hazard Communication program: x x
x
x
x
x
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 73 4. Spills.
4.1 During the past year, have any spills occurred on any site you occupy? Yes ☐ No ☐ Not Applicable ☐
If yes, please describe the spill and attach the results of any process conducted to determine the extent of such spills.
4.2 Were any agencies notified in connection with such spills? Yes ☐ No ☐ Not Applicable ☐
If no, attach copies of any spill reports or other correspondence with regulatory agencies.
4.3 Were any clean-up actions undertaken in connection with the spills? Yes ☐ No ☐ Not Applicable ☐
If yes, briefly describe the actions taken. Attach copies of any clearance letters obtained from any regulatory agencies involved and the results of any final soil or groundwater sampling done upon completion of the clean-up work
5. Waste Management.
5.1 Has your business filed a Hazardous Material Plan with the Alameda County Environmental Management Department?
Yes ☐ No ☐
5.2 Has your company been issued an EPA Hazardous Waste Generator I.D.
Number?
Yes ☐ No ☐
If yes: EPA ID#
5.3 Has your company filed a biennial report as a hazardous waste generator? Yes ☐ No ☐
If yes, attach a copy of the most recent report filed.
5.4 Are hazardous wastes stored in secondary containments? Yes ☐ No ☐
5.5 Do you utilize subcontractors for lighting/electrical, plumbing, HVAC, pest services, landscaping and/or building maintenance services?
x
x
x
X
x
x
x
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 74 Yes ☐ No ☐
If yes, do any of these subcontractors store, mix or utilize chemicals on site?
Yes ☐ No ☐
If yes, what types and quantities?
Attach the list of the hazardous waste, if any, generated or to be generated at the premises, its hazard class and the quantity generated on a monthly basis.
Describe the method(s) of disposal for each waste. Indicate where and how often disposal will take place.
Indicate the name of the person(s) responsible for maintaining copies of hazardous waste manifests completed for offsite shipments of hazardous waste.
Is any treatment, processing and recycling of hazardous wastes currently conducted or proposed to be conducted at the premises:
Yes ☐ No ☐
If yes, please describe any existing or proposed treatment, processing or recycling methods.
Attach copies of any hazardous waste permits or licenses issued to your company with respect to its operations on the premises.
6. Wastewater Treatment/Discharge.
6.1 Will your proposed operation require the discharge of wastewater to (answer Yes or No to each of the following)?
storm drain sewer
surface water no industrial discharge
N/A — no offsite hazardous waste shipments. No offsite hazardous waste shipments anticipated. N Y N N
x
spent solvent accumulation Solvent- and resin-contaminated shop towels are laundered. non-hazardous solid waste. Solvents are consumed in wipe-cleaning applications; no to an inert solid as the final step of normal product use, then disposed as <10 gal/month combined. Excess components are combined and fully cured of two-part epoxy products (laminating resins/hardeners, fairing compound, primer) Primary waste: excess unmixed components x x
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 75 6.2 Does your business have a Sewer Use Questionnaire on file with Alameda County Sanitation District?
Yes ☐ No ☐
6.3 Is your wastewater treated before discharge?
Yes ☐ No ☐ Not Applicable ☐
If yes, describe the type of treatment conducted.
6.4 Does your business conduct operations outside the Building or store materials outside?
Yes ☐ No ☐ Not Applicable ☐
6.5 Do you have a Storm Water Pollution Prevention Plan (SWPPP)? Yes ☐ No ☐ Not Applicable ☐
6.6 Does your business have a General Permit for storm water discharge associated with industrial activity?
Yes ☐ No ☐ Not Applicable ☐
6.7 Does your business operate under a National Pollution Discharge Elimination System (NPDES) Permit?
Yes ☐ No ☐ Not Applicable ☐
Attach copies of any wastewater discharge permits issued to your company with respect to its operations on the premises.
7. Air Discharges.
1 7.1 Do you have or intend to have any air filtration systems or stacks that discharge into the air?
Yes ☐ No ☐
7.2 Do you operate or plan to operate any of the following types of equipment, or any other equipment requiring an air emissions permit (answer Yes or No to each of the following)?
Spray booth Yes ☐ No ☐
Dip tank Yes ☐ No ☐
Drying oven Yes ☐ No ☐
1 NOTE: Businesses will have to comply with prohibitory rules regardless of whether they have or need a permit.
NEC filed via SMARTS
WDID 2 01NEC016009 x
x
x
x
x
x
x
x
x
x
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 76 Incinerator Yes ☐ No ☐
Other (please describe) Yes ☐ No ☐
Boiler Yes ☐ No ☐
I/C Engine Yes ☐ No ☐
Emergency Backup Generator Yes ☐ No ☐
Processes that apply coatings, inks, Yes ☐ No ☐ adhesives or use solvents
7.3 Do you emit or plan to emit any toxic air contaminates? Yes ☐ No ☐
7.4 Are air emissions from your operations monitored?
Yes ☐ No ☐
If yes, indicate the frequency of monitoring and a description of the monitoring results.
Attach copies of any air emissions permits pertaining to your operations on the premises.
8. Enforcement Actions, Complaints.
8.1 Has your company, within the past five years, ever been subject to any agency enforcement actions, administrative orders, or consent decrees? Yes ☐ No ☐
If yes, describe the actions and any continuing compliance obligations imposed as a result of these actions.
8.2 Has your company ever received requests for information, notice or demand letters, or any other inquiries regarding its operations? Yes ☐ No ☐
8.3 Have there ever been, or are there now pending, any lawsuits against the company regarding any environmental or health and safety concerns? Yes ☐ No ☐
8.4 Has any environmental audit ever been conducted at your company’s current facility?
x
x
x
x
x
x
x
x
x
x
x
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 77 Yes ☐ No ☐
If yes, discuss the results of the audit.
8.5 Have there been any problems or complaints from neighbors at the company’s current facility?
Yes ☐ No ☐
Please describe:
The undersigned hereby certifies that all of the information contained in this questionnaire is accurate and correct.
[SIGNATURE ON FOLLOWING PAGE]
a
By:
Title:
Date:
x
x
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 78 Attachments — Index
Poseidon Tech Corporation · Building 11, 1190 W Tower Ave, Alameda Point Environmental Questionnaire (Exhibit E)
Attachment A — Chemical Inventory (Items 2.2, 2.3) ............ page 10 Attachment B — Hazardous Materials Business Plan: CERS submittal summary and annotated site map (Items 2.4, 5.1) ............ page 11
Attachment C — Safety Data Sheets, 20 sheets (Item 2.3) ............ page 28 Total: 301 pages
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 79 Attachment A — Chemical Inventory
Poseidon Tech Corporation · Building 11, 1190 W Tower Ave, Alameda Point, Alameda, CA 94501 Environmental Questionnaire (Exhibit E), Items 2.2 and 2.3 Material Max qty onsite Storage location & method
Epoxy resin, Part A (PRO-SET INF-114, LAM-125,
ADV-175)
200 gal Sealed drums/kegs on spill-containment
pallets, designated hazmat storage area
Epoxy hardener, Part B (PRO-SET INF-211,
INF-212, LAM-224, LAM-226, LAM-229, ADV-275)
100 gal Sealed drums/kegs on spill-containment
pallets, segregated from Part A
Acetone 25 gal Sealed drum/pails, flammables cabinet
Isopropyl alcohol 25 gal Sealed drum/pails, flammables cabinet Awlgrip 545 epoxy primer (base + converter) 4 gal Flammables cabinet Awlgrip AWL-FAIR fairing compound (Part A + Part
B)
12 gal Hazmat storage area
TR mold release / cleaner / sealer (TR-905,
TR-910, TR-930)
7 gal Flammables cabinet
Epoxy adhesive cartridges (PRO-SET ADV, Big
Dog BD5405)
~30 cartridges Shelf storage
Spill sorbent and containment supplies
(non-hazardous)
— Staged at hazmat storage area
Safety Data Sheets for the materials above are provided as Attachment C. No hazardous waste is stored or accumulated onsite; excess two-part epoxy components are fully cured to an inert solid and disposed as non-hazardous solid waste (see Section 5 of the questionnaire).
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 80 Attachment B — Hazardous Materials Business Plan (CERS Submittal) Poseidon Tech Corporation · Building 11, 1190 W Tower Ave, Alameda Point Environmental Questionnaire (Exhibit E)
1. CERS Submittal Summary — CERS ID 11008699, submitted to Alameda County Department of Environmental Health (CUPA) on September 21, 2026: Facility Information, Hazardous Materials Inventory, Emergency Response and Training Plans
2. Annotated HMBP Site Map — Building 11
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 81 Poseidon Aerospace - Building 11 (CERSID: 11008699)
Facility Information
Submitted Sep 21, 2026
Submitted
on
9/21/2026
1:33:07
PM
by
Daniel Hampton
of
Poseidon
Aerospace
-
Building
11 (Alameda,
CA)
• Business
Activities
• Business
Owner/Operator
Identification
Hazardous Materials Inventory
Submitted Sep 21, 2026
Submitted
on
9/21/2026
1:33:07
PM
by
Daniel Hampton
of
Poseidon
Aerospace
-
Building
11 (Alameda,
CA)
• Hazardous
Material
Inventory
(7)
Site
Map
(Official
Use
Only)
◦ B11_HMBP_Site_Map.pdf
(Adobe
PDF,
295KB)
•
Emergency Response and Training Plans
Submitted Sep 21, 2026
Submitted
on
9/21/2026
1:33:07
PM
by
Daniel Hampton
of
Poseidon
Aerospace
-
Building
11 (Alameda,
CA)
Emergency
Response/Contingency
Plan
◦ B11_Emergency_Response_Contingency_Plan.pdf
(Adobe
PDF,
9KB)
•
Employee
Training
Plan
◦ B11_Employee_Training_Plan.pdf
(Adobe
PDF,
7KB)
•
California Environmental Reporting System (CERS) Submittal Summary Printed on 9/21/2026 1:33 PM
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 82 Site Identification
Poseidon Aerospace - Building 11
1190 W Tower Ave
Alameda, CA 94501
CERS ID
11008699
EPA ID Number
County
Alameda
Hazardous Materials
Does your facility have on site (for any purpose) at any one time, hazardous materials at or above 55 gallons for liquids, 500 pounds for solids, or 200 cubic feet for compressed gases (include liquids in ASTs and USTs); or is regulated under more restrictive inventory local reporting requirements (shown below if present); or the applicable Federal threshold quantity for an extremely hazardous substance specified in 40 CFR Part 355, Appendix A or B; or handle radiological materials in quantities for which an emergency plan is required pursuant to 10 CFR Parts 30, 40 or 70? Yes
Underground Storage Tank(s) (UST)
Does your facility own or operate underground storage tanks? No Hazardous Waste
Is your facility a Hazardous Waste Generator? No
Does your facility treat hazardous waste on-site? No
Is your facility's treatment subject to financial assurance requirements (for Permit by Rule and Conditional Authorization)? No Does your facility consolidate hazardous waste generated at a remote site? No Does your facility need to report the closure/removal of a tank that was classified as hazardous waste and cleaned on-site? No Does your facility generate in any single calendar month 1,000 kilograms (kg) (2,200 pounds) or more of federal RCRA hazardous waste, or generate No in any single calendar month greater than 1 kg (2.2 pounds) of RCRA acute hazardous waste; or generate more than 100 kg (220 pounds) of spill cleanup materials contaminated with RCRA acute hazardous waste.
Is your facility a Household Hazardous Waste (HHW) Collection site? No Excluded and/or Exempted Materials
Does your facility recycle more than 100 kg/month of excluded or exempted recyclable materials (per HSC 25143.2)? No Additional Information
No additional comments provided.
Submittal Status
Submitted on 9/21/2026 by Daniel Hampton of Poseidon Aerospace - Building 11 (Alameda, CA) Aboveground Petroleum Storage
Does your facility own or operate aboveground petroleum storage tanks or containers AND:
* have a total aboveground petroleum storage capacity of 1,320 gallons or more, OR * have one or more petroleum tanks in an underground area? No
Regulated Substances
Does your facility have Regulated Substances stored onsite in quantities greater than the threshold quantities established by the California Accidental Release prevention Program (CalARP)?
No
California Environmental Reporting System (CERS) Business Activities Printed on 9/21/2026 1:33 PM
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 83 Facility/Site Mailing Address
1190 W Tower Ave
Alameda, CA 94501
Primary Emergency Contact
Business Operations Manager
(951) 816-8935 (951) 816-8935
24-Hour Phone Pager Number
Title
Business Phone
Daniel Hampton
Facility/Site
Poseidon Aerospace - Building 11
1190 W Tower Ave
Alameda, CA 94501
CERS ID
11008699
Identification
Operator Phone
Dun & Bradstreet
Beginning Date
Business Phone
SIC Code
Business Fax
(951) 816-8935 (951) 816-8935 Primary NAICS
Poseidon Tech Corporation Ending Date
9/21/2026 9/20/2027
3721 336411
Owner
Poseidon Tech Corporation
(951) 816-8935
1190 W Tower Ave
Alameda, CA 94501
Secondary Emergency Contact
Chief Executive Officer
24-Hour Phone Pager Number
Title
Business Phone
David Zagaynov
Billing Contact
Daniel Hampton
(951) 816-8935
1190 W Tower Ave
Alameda, CA 94501
[email protected]
Environmental Contact
Daniel Hampton
(951) 816-8935
1190 W Tower Ave
Alameda, CA 94501
[email protected]
Business Operations Manager Daniel Hampton
Document Preparer
Additional Information
Signer Title
Daniel Hampton
Name of Signer
Locally-collected Fields
Some or all of the following fields may be required by your local regulator(s).
Property Owner
City of Alameda c/o Lincoln Property Company (LPC West, LP) Phone
Mailing Address
950 W Mall Square, Suite 239
Alameda, CA 94501
Assessor Parcel Number (APN)
Number of Employees
30 Facility ID
Submittal Status
Submitted on 9/21/2026 by Daniel Hampton of Poseidon Aerospace - Building 11 (Alameda, CA) California Environmental Reporting System (CERS) Business Owner Operator Printed on 9/21/2026 1:33 PM
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 84 Hazardous Materials And Wastes Inventory Matrix Report CERS ID 11008699
Facility ID
Chemical Location
Composites shop - flammables cabinet
Status
CERS Business/Org. Poseidon Aerospace - Building 11
Facility Name Poseidon Aerospace - Building 11
1190 W Tower Ave, Alameda 94501 Submitted on 9/21/2026 1:33 PM Federal Hazard
DOT Code/Fire Haz. Class Common Name Categories Component Name % Wt CAS No. EHS Hazardous Components
(For mixture only)
Unit Max. Daily Largest Cont. Avg. Daily
Quantities
Annual
Waste
Amount
DOT: 3 - Flammable and
Combustible Liquids
Flammable Liquid, Class I-B
67-64-1
CAS No
Acetone
Pure Days on Site: 365
25 5 15
Liquid
Storage Container
Gallons
Ambient
Ambient
Can
Temperature
State Pressue
Type
- Physical
Flammable
- Health Serious
Eye Damage Eye
Irritation
- Health Specific
Target Organ
Toxicity
- Health Hazard
Not Otherwise
Classified
0 Waste Code
DOT: 3 - Flammable and
Combustible Liquids
Flammable Liquid, Class I-B
67-63-0
CAS No
Isopropyl Alcohol
Pure Days on Site: 365
25 5 15
Liquid
Storage Container
Gallons
Ambient
Ambient
Can
Temperature
State Pressue
Type
- Physical
Flammable
- Health Serious
Eye Damage Eye
Irritation
- Health Specific
Target Organ
Toxicity
0 Waste Code
DOT: 3 - Flammable and
Combustible Liquids
Flammable Liquid, Class I-B
2-Butanone (MEK) 20% 78-93-3
2-Methoxy-1-methylethyl acetate 20% 108-65-6
Bisphenol A epoxy polymer 20% 25036-25-3
Xylene 8% 1330-20-7
Isopropyl alcohol 5% 67-63-0
CAS No
Awlgrip 545 Epoxy Primer
(D8001/D1001 base, D3001
converter)
Mixture Days on Site: 365
4 1 3
Liquid
Storage Container
Gallons
Ambient
Ambient
Can
Temperature
State Pressue
Type
- Physical
Flammable
- Health
Carcinogenicity
- Health Skin
Corrosion
Irritation
- Health
Respiratory Skin
Sensitization
- Health Serious
Eye Damage Eye
Irritation
- Health Specific
Target Organ
Toxicity
0 Waste Code
Printed on 9/21/2026 1:33 PM Page 1 of 5
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 85 Hazardous Materials And Wastes Inventory Matrix Report CERS ID 11008699
Facility ID
Chemical Location
Composites shop - flammables cabinet
Status
CERS Business/Org. Poseidon Aerospace - Building 11
Facility Name Poseidon Aerospace - Building 11
1190 W Tower Ave, Alameda 94501 Submitted on 9/21/2026 1:33 PM Federal Hazard
DOT Code/Fire Haz. Class Common Name Categories Component Name % Wt CAS No. EHS Hazardous Components
(For mixture only)
Unit Max. Daily Largest Cont. Avg. Daily
Quantities
Annual
Waste
Amount
DOT: 3 - Flammable and
Combustible Liquids
Flammable Liquid, Class I-B,
Flammable Liquid, Class I-C
Naphtha (petroleum),
hydrotreated light
60% 64742-48-9
Dibutyl ether 15% 142-96-1
2-Butanone (MEK) 10% 78-93-3
Toluene 10% 108-88-3
Octane 3% 111-65-9
CAS No
TR Industries TR-905 Mold
Cleaner, TR-910 Sealer, TR-930
Mold Release
Mixture Days on Site: 365
7 1 5
Liquid
Storage Container
Gallons
Ambient
Ambient
Can
Temperature
State Pressue
Type
- Physical
Flammable
- Health
Reproductive
Toxicity
- Health Skin
Corrosion
Irritation
- Health Serious
Eye Damage Eye
Irritation
- Health Specific
Target Organ
Toxicity
- Health
Aspiration Hazard
0 Waste Code
Printed on 9/21/2026 1:33 PM Page 2 of 5
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 86 Hazardous Materials And Wastes Inventory Matrix Report CERS ID 11008699
Facility ID
Chemical Location
Composites shop - hazmat storage area
Status
CERS Business/Org. Poseidon Aerospace - Building 11
Facility Name Poseidon Aerospace - Building 11
1190 W Tower Ave, Alameda 94501 Submitted on 9/21/2026 1:33 PM Federal Hazard
DOT Code/Fire Haz. Class Common Name Categories Component Name % Wt CAS No. EHS Hazardous Components
(For mixture only)
Unit Max. Daily Largest Cont. Avg. Daily
Quantities
Annual
Waste
Amount
DOT: 8 - Corrosives (Liquids and
Solids)
Corrosive, Combustible Liquid,
Class III-B
Bisphenol A-(epichlorohydrin)
epoxy resin
35% 25068-38-6
1,4-Bis(2,3-epoxypropoxy)butane 8% 2425-79-8
Formaldehyde, polymer with
benzenamine, hydrogenated
10% 135108-88-2
Fatty acids, tall-oil, reaction
products with
tetraethylenepentamine
10% 68953-36-6
Tetraethylenepentamine 2% 112-57-2
CAS No
Awlgrip AWL-FAIR LW (D8200
base, D7200 converter)
Mixture Days on Site: 365
12 2 8
Liquid
Storage Container
Gallons
Ambient
Ambient
Can
Temperature
State Pressue
Type
- Health Skin
Corrosion
Irritation
- Health
Respiratory Skin
Sensitization
- Health Serious
Eye Damage Eye
Irritation
- Health Hazard
Not Otherwise
Classified
0 Waste Code
Printed on 9/21/2026 1:33 PM Page 3 of 5
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 87 Hazardous Materials And Wastes Inventory Matrix Report CERS ID 11008699
Facility ID
Chemical Location
Composites shop - hazmat storage area, drums on spillcontainment pallets Status CERS Business/Org. Poseidon Aerospace - Building 11
Facility Name Poseidon Aerospace - Building 11
1190 W Tower Ave, Alameda 94501 Submitted on 9/21/2026 1:33 PM Federal Hazard
DOT Code/Fire Haz. Class Common Name Categories Component Name % Wt CAS No. EHS Hazardous Components
(For mixture only)
Unit Max. Daily Largest Cont. Avg. Daily
Quantities
Annual
Waste
Amount
DOT: 9 - Misc. Hazardous
Materials
Combustible Liquid, Class III-B
Bisphenol A diglycidyl ether epoxy
resin
75% 25085-99-8
Alkyl (C12-C14) glycidyl ether 10% 68609-97-2
1,4-Butanediol diglycidyl ether 3% 2425-79-8
CAS No Bisphenol F epoxy resin 5% 28064-14-4
PRO-SET Epoxy Resin Part A (INF114, LAM-125, ADV-175)
Mixture Days on Site: 365
200 55 120
Liquid
Storage Container
Gallons
Ambient
Ambient
Steel Drum, Plastic/Non-metalic
Drum, Can Temperature
State Pressue
Type
- Health Skin
Corrosion
Irritation
- Health
Respiratory Skin
Sensitization
- Health Serious
Eye Damage Eye
Irritation
- Health Hazard
Not Otherwise
Classified
0 Waste Code
Printed on 9/21/2026 1:33 PM Page 4 of 5
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 88 Hazardous Materials And Wastes Inventory Matrix Report CERS ID 11008699
Facility ID
Chemical Location
Composites shop - hazmat storage area, segregated from
Part A resins, on spill-containment pallets Status
CERS Business/Org. Poseidon Aerospace - Building 11
Facility Name Poseidon Aerospace - Building 11
1190 W Tower Ave, Alameda 94501 Submitted on 9/21/2026 1:33 PM Federal Hazard
DOT Code/Fire Haz. Class Common Name Categories Component Name % Wt CAS No. EHS Hazardous Components
(For mixture only)
Unit Max. Daily Largest Cont. Avg. Daily
Quantities
Annual
Waste
Amount
DOT: 8 - Corrosives (Liquids and
Solids)
Corrosive, Combustible Liquid,
Class III-B
Polyoxypropylenediamine 40% 9046-10-0
Isophorone diamine 30% 2855-13-2
m-Xylylenediamine 10% 1477-55-0
1-(2-Aminoethyl)piperazine 10% 140-31-8
p-tert-Butylphenol 5% 98-54-4
CAS No
PRO-SET Epoxy Hardener Part B
(INF-211, INF-212, LAM-224, LAM
-226, LAM-229, ADV-275)
Mixture Days on Site: 365
100 15 60
Liquid
Storage Container
Gallons
Ambient
Ambient
Steel Drum, Plastic/Non-metalic
Drum, Can Temperature
State Pressue
Type
- Health Acute
Toxicity
- Health
Reproductive
Toxicity
- Health Skin
Corrosion
Irritation
- Health
Respiratory Skin
Sensitization
- Health Serious
Eye Damage Eye
Irritation
- Health Specific
Target Organ
Toxicity
- Health Hazard
Not Otherwise
Classified
0 Waste Code
Printed on 9/21/2026 1:33 PM Page 5 of 5
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 89 Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 90 Consolidated Emergency Response / Contingency Plan and Employee Training Plan
Prepared in the format of the CERS Consolidated Emergency Response/Contingency Plan (HSC §25505(a)(3)–(4)).
Hazardous Materials Business Plan element — Poseidon Tech Corporation, Building 11.
A. Facility Identification
A1 Facility ID (CUPA) To be assigned by Alameda County Department of Environmental Health (new facility)
A2 CERS ID 11008699
A3 Date of plan September 21, 2026 (initial)
A4 Business name Poseidon Tech Corporation (dba Poseidon Aerospace) A5–A7 Site address 1190 W Tower Ave, Alameda, CA 94501 (Building 11, Alameda Point) A8 Type of business Aerospace research, development and prototype manufacturing of autonomous cargo aircraft (SIC 3721 / NAICS 336411): composite airframe fabrication (resin infusion and hand lamination), CNC machining, assembly and test, engineering offices.
A9 Incidental operations Storage and use of two-part epoxy resin/hardener systems; wipe-cleaning with acetone and isopropyl alcohol; hand application of epoxy primer, fairing compound and mold release; two-part adhesive cartridges. All materials stored indoors. No tanks, no outdoor storage, no spray operations, no compressed-gas storage above reportable quantities.
A10 This plan covers Chemical spills, fires and earthquakes involving: [X] Hazardous materials [ ] Hazardous wastes (facility does not generate regulated hazardous waste; excess two-part epoxy components are fully cured to an inert solid as the final step of product use).
B. Internal Response
[X] Employees trained in this plan will respond to incidental releases (small spills that can be safely contained with on-site spill kits and PPE) where no fire or injury has occurred. [X] For any release that cannot be safely contained, any fire, or any injury, employees will evacuate, notify the Emergency Coordinator, and call 911. [ ] Facility does not have an internal response team beyond incidental-spill response.
C. Emergency Notifications and Contacts
Fire / Medical / Police 911 (Alameda Fire Department / Alameda Police) C1 Local Unified Program Agency
(CUPA)
Alameda County Department of Environmental Health, 1131 Harbor Bay Pkwy, Alameda — (510) 567-6700
C2–C3 State warning center California Office of Emergency Services (Cal OES) Warning Center — (800) 852-7550 (required for any reportable release or threatened release) C4–C5 Nearest hospital Alameda Hospital, 2070 Clinton Ave, Alameda, CA 94501 — (510) 522-3700 C6 Regional Water Quality Control
Board
San Francisco Bay RWQCB (Region 2) — (510) 622-2300
C7–C8 Other Poison Control — (800) 222-1222; CHEMTREC (transportation) — (800) 424-9300
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 91 C9–C10 Other Building owner / property manager: City of Alameda c/o Lincoln Property Company (LPC West), 950 W Mall Square, Suite 239, Alameda, CA 94501 C11 Internal communication /
alarm
[X] Verbal [X] Telephone / mobile [X] Company messaging (Slack) [X] Building fire alarm
C12 Notification of neighboring
facilities
[X] By telephone or in person by the Emergency Coordinator if an off-site release is actual or threatened; [X] via 911 / Alameda Fire Department C13 Emergency Coordinator Primary: Daniel Hampton, Business Operations Manager — (951) 816-8935 (24-hr). Alternate: David Zagaynov, Chief Executive Officer. The Emergency Coordinator (or alternate) is available at all times and has authority to commit resources.
D. Emergency Containment and Cleanup Procedures
[X] Stop the source of the release if it can be done safely [X] Absorbent materials / spill kits [X] Secondary containment (spill pallets under drums and kegs) [X] Personal protective equipment (nitrile gloves, splash goggles, organic-vapor respirators as required by the Hazard Communication program) [X] Ventilate the area [X] Isolate the area and restrict access [X] Collect contaminated absorbent in sealed containers for proper disposal [X] Contractor / emergency responders called for releases beyond incidental capability [X] Fire extinguishers (ABC) for incipient fires only. D2 Other: two-part epoxy releases are contained with absorbent and allowed to cure to an inert solid before disposal; solvent (acetone / IPA) releases are absorbed and ventilated; ignition sources are removed from the area.
E. Evacuation
E1 Evacuation signal [X] Building fire alarm [X] Verbal instruction from Emergency Coordinator or supervisor [X] Telephone / messaging
E3 Assembly area Exterior of Building 11, south side, on W Tower Ave frontage (marked 5 on the site map). Emergency Coordinator accounts for all personnel.
E4 Evacuation routes [X] Shown on the site map submitted with this plan (exits marked 4) and on evacuation maps posted at the facility. Primary route: nearest exit door to the exterior; alternate: any other perimeter exit.
F. Advance Arrangements with Emergency Services
[X] F1 Not necessary — the facility relies on 911 / Alameda Fire Department. A copy of this plan and the site map is available to responders at the facility and through CERS.
G. Emergency Equipment
Equipment Location Capability
Fire extinguishers (ABC, portable) Throughout the building per fire code; composites shop, machine shop, offices
Incipient-stage fires
Spill kit / absorbent Composites shop, adjacent to hazmat storage area (site map item 3)
Small solvent and resin spills
Eyewash station Composites shop 15-minute flush
Personal protective equipment Composites shop Nitrile gloves, splash goggles, organic-vapor respirators, aprons
First aid kits Composites shop, machine shop, office area Minor injuries Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 92 Safety Data Sheets Electronic SDS library (Notion) accessible to all employees; printed binder in composites
shop
All materials on inventory
Secondary containment Spill pallets under all drums and kegs in hazmat storage area
Contains container failure
H. Earthquake Vulnerability
[X] H1 Vulnerable areas: hazmat storage area (drums/kegs on spill pallets) and flammables cabinet in the composites shop. Mitigation: drums stored at floor level on containment pallets; cabinet and shelving anchored; containers kept closed when not in use. [X] H3 Vulnerable systems: shelving and cabinets (anchored); electrical equipment (de-energize at panel after a significant event if safe to do so). Post-event: Emergency Coordinator inspects storage areas for releases before work resumes.
I. Employee Training Plan
[X] I1 Training is administered [X] at hire (before working with hazardous materials) [X] annually thereafter [X] whenever a new hazard or material is introduced [X] by the Emergency Coordinator / supervisor using this plan, the site map and the company Hazard Communication program. Training content: hazards of the materials on the inventory and how to read SDSs and labels; PPE selection and use; safe handling and storage (segregation of resin and hardener, flammables cabinet use); spill recognition and incidental-spill response with on-site kits; evacuation routes, alarm signals and assembly area; internal and external emergency notifications (Emergency Coordinator, 911, Cal OES, CUPA); location and use of fire extinguishers, eyewash, spill kit and first aid. Records: training rosters with date, trainer and attendee signatures are kept on site for at least three years and are available to the CUPA on request. [ ] I3 No separate training plan is uploaded; this section constitutes the employee training plan. [X] I4 Training records maintained on site.
J. Attachments
[X] J2 Site map — annotated floor plan of Building 11 showing hazardous materials storage locations, flammables cabinet, spill kit, exits/evacuation routes and assembly area (submitted with the Hazardous Materials Inventory element in CERS).
Prepared by: Daniel Hampton, Business Operations Manager, Poseidon Tech Corporation — [email protected] — (951) 816-8935
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Poseidon Tech Corporation · Building 11, 1190 W Tower Ave, Alameda, CA 94501 · CERS ID 11008699 · HSC §25505(a)(4) and Cal/OSHA Hazard Communication (8 CCR §5194) · Effective September 21, 2026
1. Scope
Applies to all employees, interns and on-site contractors who handle, or work in areas where others handle, hazardous materials on the Building 11 Hazardous Materials Inventory (two-part epoxy resins and hardeners, acetone, isopropyl alcohol, epoxy primer, fairing compound, mold release products, adhesive cartridges).
Office-only personnel receive the evacuation and notification portions only.
2. Responsibility
The Emergency Coordinator (Daniel Hampton, Business Operations Manager) owns this plan, schedules training, and keeps records. The composites lead delivers the hands-on portions. The alternate Emergency Coordinator (David Zagaynov, CEO) acts in the Coordinator's absence.
3. When training is given
Trigger Content Timing
New hire / new assignment Full program (Section 4) Before first unsupervised work with hazardous materials
Annual refresher Full program, emphasis on changes and drills Every 12 months New material or process Hazards, SDS, handling and PPE for the new material
Before the material is used
Plan revision Changed procedures, contacts, routes or
equipment
Within 30 days of revision
Post-incident Lessons learned from any release, near-miss or drill
Within 30 days of the event
4. Program content
Module Covers
A. Hazard communication Location and use of the SDS library (electronic, Notion; printed binder in composites shop); reading GHS labels and pictograms; hazards of each material class on the inventory — skin/respiratory sensitizers (epoxies, amine hardeners), corrosives (hardeners), flammables (acetone, IPA, primer, mold release); Prop 65 notice.
B. Safe handling and
storage
Segregation of resin and hardener; closed containers; flammables cabinet use; secondary containment; grounding/ignition-source control for solvents; mixing and curing of excess two-part components to an inert solid; laundered shop-towel program; no spray application.
C. Personal protective
equipment
Nitrile gloves, splash goggles, aprons, organic-vapor respirators where required; selection by task; inspection, donning/doffing, disposal.
D. Spill and release
response
Recognizing a release; incidental vs. non-incidental spill decision; use of spill kits and absorbent; ventilation; isolating the area; collecting contaminated absorbent; when to stop and evacuate.
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and evacuation
Alarm signals; exit routes and hangar doors per the site map; assembly point (exterior, south hallway exit); headcount; electrical shutoffs (server room and northwest corner); fire extinguisher locations and incipient-fire use only; eyewash and first aid.
F. Notifications Internal: Emergency Coordinator. External: 911; Cal OES Warning Center (800) 852-7550; Alameda County Environmental Health (510) 567-6700; Poison Control (800) 222-1222. Who calls, what to report.
G. Earthquake Post-event inspection of storage areas before resuming work; drum and cabinet anchoring; de-energizing when safe.
5. Method and evaluation
Classroom/briefing using this plan, the Emergency Response/Contingency Plan and the site map, followed by a walk-through of storage areas, spill kit, eyewash, extinguishers, shutoffs and exits. Hands-on demonstration of PPE and spill kit. An annual evacuation drill is conducted and documented. Completion is confirmed by a short verbal or written check on modules D–F.
6. Records
Each session is recorded on the roster on the following page (date, trainer, content, attendee printed names and signatures). Records are kept on site for a minimum of three years and made available to Alameda County Environmental Health on request. Training records for departed employees are retained for three years after separation.
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Poseidon Tech Corporation · Building 11 · Retain on site 3 years Date Trainer Type (initial / annual / new material /
revision / post-incident)
Modules covered
# Printed name Job title Signature
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 96 Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 97 Attachment C — Safety Data Sheets
Poseidon Tech Corporation · Building 11, 1190 W Tower Ave, Alameda Point Environmental Questionnaire (Exhibit E)
1. PRO-SET INF-114 Resin
2. PRO-SET LAM-125 Resin
3. PRO-SET ADV-175-NC Resin
4. PRO-SET INF-211 Hardener
5. PRO-SET INF-212 Hardener
6. PRO-SET LAM-224 Hardener
7. PRO-SET LAM-226 Hardener
8. PRO-SET LAM-229 Hardener
9. PRO-SET ADV-275-NC Hardener
10. Acetone (Sunnyside 840)
11. Awlgrip 545 Epoxy Primer — White Base (D8001)
12. Awlgrip 545 Epoxy Primer — Gray Base (D1001)
13. Awlgrip 545 Epoxy Primer — Converter (D3001)
14. Awlgrip AWL-FAIR LW — White Base (D8200)
15. Awlgrip AWL-FAIR LW — Standard Red Converter (D7200)
16. TR-905 Mold Prep Cleaner
17. TR-910 Sealer (910/910FD/910HS)
18. TR-930 Mold Release
19. Big Dog BD5405 Epoxy Adhesive — Resin (Part A)
20. Big Dog BD5405 Epoxy Adhesive — Activator (Part B)
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SECTION 1. IDENTIFICATION
Product identifier
Product Identity PRO-SET® INF-114 Resin
Other means of identification Not Applicable
Relevant identified uses of the substance or mixture and uses advised against See Technical Data Sheet.
Details of the supplier of the safety data sheet
Company Name PRO-SET
Gougeon Brothers, Inc.
100 Patterson Ave.
Bay City, MI 48706, U.S.A.
Emergency
24 hour Emergency Telephone No. Transportation
CHEMTREC: 800-424-9300 (U.S.)
703-527-3887 (International)
Non-transportation
Poison Hotline: ................. 800-222-1222
Customer Service: PRO-SET
Gougeon Brothers, Inc.
866-937-8797
www.prosetepoxy.com
SECTION 2. HAZARD(S) IDENTIFICATION
This SDS is aligned with the Workplace Hazardous Materials Information System (WHMIS) and with the Globally Harmonized System of Classification and Labelling of Chemicals (GHS).
Classification of the substance or mixture
Skin corrosion/irritation category 2;H315 Causes skin irritation.
Serious eye damage / eye irritation, category 2A;H319 Causes serious eye irritation.
Skin sensitizer category 1;H317 May cause an allergic skin reaction.
Aquatic toxicity (chronic), category 2;H411 Toxic to aquatic life with long lasting effects.
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Label elements
Warning
H315 Causes skin irritation.
H317 May cause an allergic skin reaction.
H319 Causes serious eye irritation.
H411 Toxic to aquatic life with long lasting effects.
[Prevention]
P261 Avoid breathing dust, fume, gas, mist, vapours, spray.
P264 Wash thoroughly after handling.
P272 Contaminated work clothing should not be allowed out of the workplace.
P273 Avoid release to the environment.
P280 Wear protective gloves, eye protection, and face protection. [Response]
P302+352 IF ON SKIN: Wash with plenty of soap and water.
P305+351+338 IF IN EYES: Rinse cautiously with water for several minutes. Remove contact lenses, if present and easy to do. Continue rinsing.
P333+313 If skin irritation or a rash occurs: Get medical advice or attention.
P337+313 If eye irritation persists: Get medical advice or attention.
P362+364 Take off contaminated clothing and wash it before reuse.
P391 Collect spillage.
[Storage]
No GHS storage statements
[Disposal]
P501 Dispose of contents or container in accordance with local and national regulations.
Other hazards
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This product contains no PBT/vPvB/vPvM chemicals.
This product contains no endocrine disrupting chemicals.
Does NOT contain component(s) that meet a 'definition' of per & poly fluoroalkyl substance (PFAS) per the US EPA PFASMASTER combined list of PFAS chemicals.
SECTION 3. COMPOSITION/INFORMATION ON INGREDIENTS
This product contains the following substances that present a hazard within the meaning of the Hazardous Products Regulations.
Ingredient/Chemical Designations Weight
%
GHS Classification Notes
1-Chloro-4 Trifluromethyl Bisphenol A Epoxy Resin
CAS Number: 25085-99-8
Synonyms: Epoxy resin, Diglycidyl bisphenol A resin, Epichlorohydrine, Bisphenol A, PROPANE, 2,2-BIS[P-(2,3-EPOXYPROPOXY)PHENYL]-,POLYMERS, Oxirane, 2,2'-4- butylidenebisphenyleneoxymethylene (DGEBA)
65 - 85 Skin corrosion/irritation
category 2;H315
Skin sensitizer category
1;H317
Serious eye damage / eye
irritation, category 2;H319
Aquatic toxicity (chronic),
category 2;H411
----
Oxirane, 2,2'-[1,4-butanediylbis(oxymethylene)]bisCAS Number: 2425-79-8 Synonyms: 1,4-bis(2,3 epoxypropoxy)butane
7 - 13 Acute toxicity(inhalation),
category 4;H332
Acute toxicity(dermal),
category 4;H312
Serious eye damage / eye
irritation, category 2;H319
Skin corrosion/irritation
category 2;H315
Skin sensitizer category
1;H317
----
Alkyl(C12-C14)glycidyl ether
CAS Number: 68609-97-2
Synonyms: Alkyl (C12-14) glycidyl ether
3 - 7 Skin corrosion/irritation
category 2;H315
Skin sensitizer category
1;H317
----
The actual concentration or concentration range is withheld as a trade secret. *PBT/vPvB - PBT, vPvM or vPvB-substance.
The full texts of the phrases are shown in Section 16.
SECTION 4. FIRST AID MEASURES
Description of first aid measures
General In all cases of doubt, or when symptoms persist, seek medical attention.
Never give anything by mouth to an unconscious person.
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InhalationRemove to fresh air, keep patient warm and at rest. If breathing is irregular or stopped, give artificial respiration. If unconscious, place in the recovery position and obtain immediate medical attention. Give nothing by mouth.
Eyes Irrigate copiously with clean water for at least 15 minutes, holding the eyelids apart and seek medical attention.
Skin Remove contaminated clothing. Wash skin thoroughly with soap and water or use a recognized skin cleanser.
Ingestion If swallowed obtain immediate medical attention. Keep at rest. Do NOT induce vomiting.
Most important symptoms and effects, both acute and delayed Overview No specific symptom data available.
No chronic toxicity or long term toxicity information available. Treat symptomatically. See section 2 for further details.
Eyes Causes serious eye irritation.
Skin May cause an allergic skin reaction. Causes skin irritation.
SECTION 5. FIRE-FIGHTING MEASURES
Extinguishing media
Recommended extinguishing media; alcohol resistant foam, CO2, powder, water spray.
Unsuitable extinguishing media: Do not use; water jet.
Special hazards arising from the substance or mixture
Hazardous decomposition: No hazardous decomposition data available.
Avoid breathing dust, fume, gas, mist, vapours, spray.
Advice for fire-fighters
As with all fires, wear positive pressure, self-contained breathing apparatus, (SCBA) with a full face piece and protective clothing. Persons without respiratory protection should leave area. Wear SCBA during clean-up immediately after fire. No smoking.
SECTION 6. ACCIDENTAL RELEASE MEASURES
Personal precautions, protective equipment and emergency procedures Put on appropriate personal protective equipment (see section 8).
Use good personal hygiene practices. Wash hands before eating, drinking, smoking or using toilet. Promptly remove soiled clothing and wash thoroughly before reuse.
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Environmental precautions
Do not allow spills to enter drains or waterways.
Methods and material for containment and cleaning up
Ventilate the area and avoid breathing vapours. Take the personal protective measures listed in section 8.
Contain and absorb spillage with non-combustible materials e.g. sand, earth, and vermiculite. Place in closed containers outside buildings and dispose of according to the Waste Regulations.
SECTION 7. HANDLING AND STORAGE
Precautions for safe handling
Handle containers carefully to prevent damage and spillage.
See section 2 for further details. - [Prevention]
Conditions for safe storage, including any incompatibilities Incompatible materials: No available information
See section 2 for further details. - [Storage]
Specific end use(s)
No available information
SECTION 8. EXPOSURE CONTROLS / PERSONAL PROTECTION
Control parameters
Exposure Limits
CAS No. Ingredient Source Value
2425-79-8 Oxirane, 2,2'-[1,4-butanediylbis(oxymethylene)]bis- ACGIH No Established Limit Alberta No Established Limit
British Columbia No Established Limit
Manitoba No Established Limit
New Brunswick No Established Limit
Newfoundland and Labrador No Established Limit
Nova Scotia No Established Limit
Northwest Territories No Established Limit
Nunavut No Established Limit
Ontario No Established Limit
Prince Edward Island No Established Limit
Quebec No Established Limit
Saskatchewan No Established Limit
Yukon No Established Limit
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CAS No. Ingredient Source Value
25085-99-8 1-Chloro-4 Trifluromethyl Bisphenol A Epoxy Resin ACGIH No Established Limit Alberta No Established Limit
British Columbia No Established Limit
Manitoba No Established Limit
New Brunswick No Established Limit
Newfoundland and Labrador No Established Limit
Nova Scotia No Established Limit
Northwest Territories No Established Limit
Nunavut No Established Limit
Ontario No Established Limit
Prince Edward Island No Established Limit
Quebec No Established Limit
Saskatchewan No Established Limit
Yukon No Established Limit
68609-97-2 Alkyl(C12-C14)glycidyl ether ACGIH No Established Limit Alberta No Established Limit
British Columbia No Established Limit
Manitoba No Established Limit
New Brunswick No Established Limit
Newfoundland and Labrador No Established Limit
Nova Scotia No Established Limit
Northwest Territories No Established Limit
Nunavut No Established Limit
Ontario No Established Limit
Prince Edward Island No Established Limit
Quebec No Established Limit
Saskatchewan No Established Limit
Yukon No Established Limit
Exposure
controls
Respiratory If workers are exposed to concentrations above the exposure limit they must use the appropriate, certified respirators.
Eyes Wear safety glasses with side shields to protect the eyes. An eye wash station is suggested as a good workplace practice.
Skin Avoid skin contact. Wear PVC or rubber gloves to keep skin contact to a minimum. Refer to the manufacturer's recommendations regarding the suitability of any gloves used.
Engineering
Controls
Provide adequate ventilation. Where reasonably practicable this should be achieved by the use of local exhaust ventilation and good general extraction. If these are not sufficient to maintain concentrations of particulates and any vapour below occupational exposure limits suitable respiratory protection must be worn.
Other Work
Practices
Use good personal hygiene practices. Wash hands before eating, drinking, smoking or using toilet. Promptly remove soiled clothing and wash thoroughly before reuse.
See section 2 for further details.
SECTION 9. PHYSICAL AND CHEMICAL PROPERTIES
Information on basic physical and chemical properties
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Physical State Viscous clear
Color Colorless
Odour Mild
Odour threshold No available information
Melting point / freezing point No available information Initial boiling point and boiling range > 400°F (204°C) Flammability (solid, gas) Not Applicable
Upper/lower flammability or explosive limits Lower Explosive Limit: No available information Upper Explosive Limit: No available information
Flash Point >200°F (93ᵒC)
Auto-ignition temperature No available information
Decomposition temperature No available information
pH No available information
Viscosity (cSt) No available information
Solubility in Water No available information
Partition coefficient n-octanol/water (Log Kow) No available information Vapour pressure (Pa) No available information
Relative Density 1.14
Vapour Density No available information
Evaporation rate (Ether = 1) No available information
Oxidising properties No available information
Explosive properties No available information
Kinematic Viscosity 1257 mm2/s @ 20ᵒC
Bulk Density 9.49 lbs./gal. (1.14 kg/L)
Other information
No other relevant information.
SECTION 10. STABILITY AND REACTIVITY
Reactivity
Hazardous Polymerization will not occur.
Chemical stability
Stable under normal circumstances.
Possibility of hazardous reactions
No available information
Conditions to avoid
Avoid high temperatures and contact with incompatible material Incompatible materials
No available information
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Hazardous decomposition products
No hazardous decomposition data available.
SECTION 11. TOXICOLOGICAL INFORMATION
Acute toxicity
Based on the properties of the epoxy constituents and considering toxicological data on similar preparations this preparation may be an irritant and a skin and respiratory sensitizer. Low molecular weight epoxy constituents are irritating to eyes, mucous membranes and skin. Repeated skin contact may lead to irritation and sensitization, possibly with cross-sensitization to other epoxies. Skin contact with the preparation and exposure to spray mist and vapour should be avoided.
Note: When no route specific LD50 data is available for an acute toxin, the converted acute toxicity point estimate was used in the calculation of the product's ATE (Acute Toxicity Estimate).
Ingredient Oral LD50,
mg/kg
Skin LD50,
mg/kg
Inhalation
vapour LC50,
mg/L/4hr
Inhalation
Dust/Mist
LC50,
mg/L/4hr
Inhalation
Gas LC50,
ppm
1-Chloro-4 Trifluromethyl Bisphenol A Epoxy Resin -
(25085-99-8) No data available. No data
available.
No data
available.
No data
available.
No data
available.
Oxirane, 2,2'-[1,4-butanediylbis(oxymethylene)]bis-
- (2425-79-8) 3,810.00, hamster -
Category: 5
No data
available.
No data
available.
No data
available.
No data
available.
Alkyl(C12-C14)glycidyl ether - (68609-97-2)
No data available. No data
available.
No data
available.
No data
available.
No data
available.
Carcinogen Data
CAS No. Ingredient Source Value
2425-79-8 Oxirane, 2,2'-[1,4-butanediylbis(oxymethylene)]bis- IARC No ACGIH No Established Limit
25085-99-8 1-Chloro-4 Trifluromethyl Bisphenol A Epoxy Resin IARC No ACGIH No Established Limit
68609-97-2 Alkyl(C12-C14)glycidyl ether IARC No
ACGIH No Established Limit
Classification Category Hazard Description
Acute toxicity (oral) --- Not Applicable
Acute toxicity (dermal) --- Not Applicable
Acute toxicity (inhalation) --- Not Applicable
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Skin corrosion/irritation 2 Causes skin irritation.
Serious eye damage/irritation 2A Causes serious eye irritation.
Respiratory sensitization --- Not Applicable
Skin sensitization 1 May cause an allergic skin reaction.
Germ cell mutagenicity --- Not Applicable
Carcinogenicity --- Not Applicable
Reproductive toxicity --- Not Applicable
STOT-single exposure --- Not Applicable
STOT-repeated exposure --- Not Applicable
Aspiration hazard --- Not Applicable
Possible routes of entry:
Inhalation, ingestion, skin contact, and skin absorption.
Symptoms and effects, both acute and delayed:
No specific symptom data available.
No chronic toxicity or long term toxicity information available. Treat symptomatically.
Eyes Causes serious eye irritation.
Skin May cause an allergic skin reaction. Causes skin irritation.
SECTION 12. ECOLOGICAL INFORMATION
Toxicity
Toxic to aquatic life with long lasting effects.
No additional information provided for this product. See Section 3 for chemical specific data.
Aquatic Ecotoxicity
Ingredient 96 hr LC50 fish,
mg/L
48 hr EC50 crustacea,
mg/L
ErC50 algae,
mg/L
1-Chloro-4 Trifluromethyl Bisphenol A Epoxy Resin - (25085-99-8) No data available. No data available. No data available.
Oxirane, 2,2'-[1,4-butanediylbis(oxymethylene)]bis- - (2425-79-8)
24.00, Danio rerio 75.00, Daphnia magna No data available.
Alkyl(C12-C14)glycidyl ether - (68609-97-2)
No data available. No data available. No data available.
Persistence and degradability
There is no data available on the preparation itself.
Bioaccumulative potential
No available information
Mobility in soil
No available information
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Results of PBT and vPvB assessment
This product contains no PBT/vPvB/vPvM chemicals.
Other adverse effects
No available information
SECTION 13. DISPOSAL CONSIDERATIONS
Waste treatment methods
Observe all federal, provincial and local regulations when disposing of this substance.
SECTION 14. TRANSPORT INFORMATION
Not regulated for packages under 5L (1.3 gallons) or 5.0 kg (11 lbs).
Classification Method: Classified as per Part 2, Sections 2.1-2.8 of the Transportation of Dangerous Goods Regulations.
TDG (Domestic Surface
Transportation)
IMO / IMDG (Ocean
Transportation)
ICAO/IATA
UN number UN3082 UN3082 UN3082
UN proper
shipping
name
Environmentally hazardous
substances, liquid, n.o.s.,
(EPOXY RESIN)
Environmentally hazardous
substances, liquid, n.o.s.,
(EPOXY RESIN)
Environmentally hazardous
substances, liquid, n.o.s.,
(EPOXY RESIN)
Transport
hazard
class(es)
Class:9
Sub Class:Not Applicable
Class:9
Sub Class:Not Applicable
Class:9
Sub Class:Not Applicable
Packing group III III III
Environmental hazards
IMDG Marine Pollutant: Yes; ( 1-Chloro-4 Trifluromethyl Bisphenol A Epoxy Resin ) Special precautions for user
No available information
SECTION 15. REGULATORY INFORMATION
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This product has been classified in accordance with the hazard criteria Hazardous Products Regulations (SOR/2015-17 amended 2022-12-15) and the SDS contains all of the information required by those regulations.
Canadian Domestic Substance List (DSL):
2-Methoxy-1-Methylethyl Acetate
Alkyl(C12-C14)glycidyl ether
1-Chloro-4 Trifluromethyl Bisphenol A Epoxy Resin
Oxirane, 2,2'-[1,4-butanediylbis(oxymethylene)]bisSolvent naphtha (petroleum), light aromatic Canadian Non-Domestic Substance List (NDSL):
To the best of our knowledge, there are no chemicals at levels which require reporting under this statute.
SECTION 16. OTHER INFORMATION
Revision Date 11 November, 2025
The information and recommendations contained herein are based upon data believed to be correct.
However, no guarantee or warranty of any kind, expressed or implied, is made with respect to the information contained herein. We accept no responsibility and disclaim all liability for any harmful effects which may be caused by exposure to our products. Customers/users of this product must comply with all applicable health and safety laws, regulations, and orders.
The full text of the phrases appearing in section 3 is:
H312 Harmful in contact with skin.
H315 Causes skin irritation.
H317 May cause an allergic skin reaction.
H319 Causes serious eye irritation.
H332 Harmful if inhaled.
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Safety Data Sheet
PRO-SET® INF-114 Resin
Revision Date:
11 November, 2025
12 / 12
H411 Toxic to aquatic life with long lasting effects.
End of Document
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Safety Data Sheet
PRO-SET® ADV-175-NC
Revision Date:
8 December, 2025
1 / 12
SECTION 1. IDENTIFICATION
Product identifier
Product Identity PRO-SET® ADV-175-NC
Other means of identification Not Applicable
Relevant identified uses of the substance or mixture and uses advised against See Technical Data Sheet.
Details of the supplier of the safety data sheet
Company Name PRO-SET
Gougeon Brothers, Inc.
100 Patterson Ave.
Bay City, MI 48706, U.S.A.
Emergency
24 hour Emergency Telephone No. Transportation
CHEMTREC: 800-424-9300 (U.S.)
703-527-3887 (International)
Non-transportation
Poison Hotline: ................. 800-222-1222
Customer Service: 866-937-8797
www.prosetepoxy.com
SECTION 2. HAZARD(S) IDENTIFICATION
Classification of the substance or mixture under OSHA’s Hazard Communication Standard (1910.1200) revised 2024 (GHS revision 7)
Skin corrosion/irritation category 2;H315 Causes skin irritation.
Serious eye damage / eye irritation, category 2A;H319 Causes serious eye irritation.
Skin sensitizer category 1;H317 May cause an allergic skin reaction.
Aquatic toxicity (chronic), category 2;H411 Toxic to aquatic life with long lasting effects.
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Safety Data Sheet
PRO-SET® ADV-175-NC
Revision Date:
8 December, 2025
2 / 12
Label elements
Warning
H315 Causes skin irritation.
H317 May cause an allergic skin reaction.
H319 Causes serious eye irritation.
H411 Toxic to aquatic life with long lasting effects.
[Prevention]
P261 Avoid breathing dust, fume, gas, mist, vapors, spray.
P264 Wash thoroughly after handling.
P272 Contaminated work clothing should not be allowed out of the workplace.
P273 Avoid release to the environment.
P280 Wear protective gloves, eye protection, and face protection. [Response]
P302+352 IF ON SKIN: Wash with plenty of soap and water.
P305+351+338 IF IN EYES: Rinse cautiously with water for several minutes. Remove contact lenses, if present and easy to do. Continue rinsing.
P333+313 If skin irritation or a rash occurs: Get medical advice or attention.
P337+313 If eye irritation persists: Get medical advice or attention.
P362+364 Take off contaminated clothing and wash it before reuse.
P391 Collect spillage.
[Storage]
No GHS storage statements
[Disposal]
P501 Dispose of contents or container in accordance with local and national regulations.
Other hazards
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Safety Data Sheet
PRO-SET® ADV-175-NC
Revision Date:
8 December, 2025
3 / 12
This product contains no PBT/vPvB/vPvM chemicals.
This product contains no endocrine disrupting chemicals.
Does NOT contain component(s) that meet a 'definition' of per & poly fluoroalkyl substance (PFAS) per the US EPA PFASMASTER combined list of PFAS chemicals.
SECTION 3. COMPOSITION/INFORMATION ON INGREDIENTS
This product contains the following substances that present a hazard within the meaning of the OSHA’s Hazard Communication Standard (1910.1200) revised 2024 (GHS revision 7).
Ingredient/Chemical Designations Weight
%
GHS Classification Notes
1-Chloro-4 Trifluromethyl Bisphenol A Epoxy Resin
CAS Number: Proprietary
Synonyms: Epoxy resin, Diglycidyl bisphenol A resin, Epichlorohydrine, Bisphenol A, PROPANE, 2,2-BIS[P-(2,3-EPOXYPROPOXY)PHENYL]-,POLYMERS, Oxirane, 2,2'- 4-butylidenebisphenyleneoxymethylene (DGEBA)
65 - 85 Skin corrosion/irritation
category 2;H315
Skin sensitizer category
1;H317
Serious eye damage / eye
irritation, category 2;H319
Aquatic toxicity (chronic),
category 2;H411
No data
available
Alkyl(C12-C14)glycidyl ether
CAS Number: 68609-97-2
Synonyms: Alkyl (C12-14) glycidyl ether
3 - 7 Skin corrosion/irritation
category 2;H315
Skin sensitizer category
1;H317
No data
available
Silicon dioxide, chemically prepared
CAS Number: 112945-52-5
Synonyms: Amorphous, fumed silica
3 - 7 Not Classified
No data
available
Bisphenol F epoxy resin
CAS Number: 28064-14-4
Synonyms: Bisphenol F nhựa epoxy (av.mol.wt<700)
3 - 7 Skin corrosion/irritation
category 2;H315
Serious eye damage / eye
irritation, category 2;H319
Skin sensitizer category
1;H317
Aquatic toxicity (chronic),
category 2;H411
No data
available
Neopentyl glycol diglycidyl ether
CAS Number: 17557-23-2
Synonyms: Neopentyl glycol điglycidyl ete
1 - 5 Skin corrosion/irritation
category 2;H315
Skin sensitizer category
1;H317
No data
available
The actual concentration or concentration range is withheld as a trade secret. *PBT/vPvB - PBT, vPvM or vPvB-substance.
The full texts of the phrases are shown in Section 16.
SECTION 4. FIRST AID MEASURES
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PRO-SET® ADV-175-NC
Revision Date:
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Description of first aid measures
General In all cases of doubt, or when symptoms persist, seek medical attention.
Never give anything by mouth to an unconscious person.
InhalationRemove to fresh air, keep patient warm and at rest. If breathing is irregular or stopped, give artificial respiration. If unconscious, place in the recovery position and obtain immediate medical attention. Give nothing by mouth.
Eyes Irrigate copiously with clean water for at least 15 minutes, holding the eyelids apart and seek medical attention.
Skin Remove contaminated clothing. Wash skin thoroughly with soap and water or use a recognized skin cleanser.
Ingestion If swallowed obtain immediate medical attention. Keep at rest. Do NOT induce vomiting.
Most important symptoms and effects, both acute and delayed Overview No specific symptom data available.
No chronic toxicity or long term toxicity information available. Treat symptomatically. See section 2 for further details.
Eyes Causes serious eye irritation.
Skin May cause an allergic skin reaction. Causes skin irritation.
SECTION 5. FIRE-FIGHTING MEASURES
Extinguishing media
Recommended extinguishing media; alcohol resistant foam, CO2, powder, water spray.
Unsuitable extinguishing media: Do not use; water jet.
Special hazards arising from the substance or mixture
Hazardous decomposition: No hazardous decomposition data available.
Avoid breathing dust, fume, gas, mist, vapors, spray.
Advice for fire-fighters
As with all fires, wear positive pressure, self-contained breathing apparatus, (SCBA) with a full face piece and protective clothing. Persons without respiratory protection should leave area. Wear SCBA during clean-up immediately after fire. No smoking.
ERG Guide No. 171
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PRO-SET® ADV-175-NC
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SECTION 6. ACCIDENTAL RELEASE MEASURES
Personal precautions, protective equipment and emergency procedures Put on appropriate personal protective equipment (see section 8).
Use good personal hygiene practices. Wash hands before eating, drinking, smoking or using toilet. Promptly remove soiled clothing and wash thoroughly before reuse.
Environmental precautions
Do not allow spills to enter drains or waterways.
Methods and material for containment and cleaning up
Ventilate the area and avoid breathing vapors. Take the personal protective measures listed in section 8.
Contain and absorb spillage with non-combustible materials e.g. sand, earth, and vermiculite. Place in closed containers outside buildings and dispose of according to the Waste Regulations.
SECTION 7. HANDLING AND STORAGE
Precautions for safe handling
Handle containers carefully to prevent damage and spillage.
See section 2 for further details. - [Prevention]
Conditions for safe storage, including any incompatibilities Incompatible materials: No available information
See section 2 for further details. - [Storage]
Specific end use(s)
No available information
SECTION 8. EXPOSURE CONTROLS / PERSONAL PROTECTION
Control parameters
Exposure Limits
CAS No. Ingredient Source Value
17557-23-2 Neopentyl glycol diglycidyl ether OSHA No Established Limit ACGIH No Established Limit
NIOSH No Established Limit
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Safety Data Sheet
PRO-SET® ADV-175-NC
Revision Date:
8 December, 2025
6 / 12
CAS No. Ingredient Source Value
Proprietary 1-Chloro-4 Trifluromethyl Bisphenol A Epoxy Resin OSHA No Established Limit ACGIH No Established Limit
NIOSH No Established Limit
28064-14-4 Bisphenol F epoxy resin OSHA No Established Limit ACGIH No Established Limit
NIOSH No Established Limit
68609-97-2 Alkyl(C12-C14)glycidyl ether OSHA No Established Limit ACGIH No Established Limit
NIOSH No Established Limit
112945-52-5 Silicon dioxide, chemically prepared OSHA 80 mg/m3/ %SiO2 (mineral dusts) ACGIH No Established Limit
NIOSH 6 mg/m3
Exposure
controls
Respiratory If workers are exposed to concentrations above the exposure limit they must use the appropriate, certified respirators.
Eyes Protective safety glasses recommended
Skin Avoid skin contact. Protective gloves recommended.
Engineering
Controls
Provide adequate ventilation. Where reasonably practicable this should be achieved by the use of local exhaust ventilation and good general extraction. If these are not sufficient to maintain concentrations of particulates and any vapor below occupational exposure limits suitable respiratory protection must be worn.
Other Work
Practices
Use good personal hygiene practices. Wash hands before eating, drinking, smoking or using toilet. Promptly remove soiled clothing and wash thoroughly before reuse.
See section 2 for further details.
SECTION 9. PHYSICAL AND CHEMICAL PROPERTIES
Information on basic physical and chemical properties
Physical State Gel
Color Colorless
Odor 類似胺氣味道
Odor threshold No available information
Melting point / freezing point No available information Initial boiling point and boiling range > 400°F (204°C) Flammability (solid, gas) Not Applicable
Upper/lower flammability or explosive
limits
Lower Explosive Limit: No available information
Upper Explosive Limit: No available information
Flash Point >200°F (93ᵒC) Based on ASTM D92 test results from similar product.
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Revision Date:
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Auto-ignition temperature No available information
Decomposition temperature No available information
pH No available information
Viscosity (cSt) No available information
Solubility in Water No available information
Partition coefficient n-octanol/water (Log
Kow)
No available information
Vapor pressure (Pa) No available information
Relative Density 1.16
Vapor Density No available information
Evaporation rate (Ether = 1) No available information
Oxidising properties No available information
Explosive properties No available information
Bulk Density 9.67 lbs./gal. (1.16 kg/L)
Other information
No other relevant information.
SECTION 10. STABILITY AND REACTIVITY
Reactivity
Hazardous Polymerization will not occur.
Chemical stability
Stable under normal circumstances.
Possibility of hazardous reactions
No available information
Conditions to avoid
Avoid high temperatures and contact with incompatible material Incompatible materials
No available information
Hazardous decomposition products
No hazardous decomposition data available.
SECTION 11. TOXICOLOGICAL INFORMATION
Acute toxicity
Based on the properties of the epoxy constituents and considering toxicological data on similar preparations this preparation may be an irritant and a skin and respiratory sensitizer. Low molecular weight epoxy constituents are irritating to eyes, mucous membranes and skin. Repeated skin contact may lead to irritation Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 123
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and sensitization, possibly with cross-sensitization to other epoxies. Skin contact with the preparation and exposure to spray mist and vapor should be avoided.
Note: When no route specific LD50 data is available for an acute toxin, the converted acute toxicity point estimate was used in the calculation of the product's ATE (Acute Toxicity Estimate).
Ingredient Oral LD50,
mg/kg
Skin LD50,
mg/kg
Inhalation
Vapor LC50,
mg/L/4hr
Inhalation
Dust/Mist
LC50,
mg/L/4hr
Inhalation
Gas LC50,
ppm
1-Chloro-4 Trifluromethyl Bisphenol A Epoxy
Resin - (Proprietary) No data available. No data
available.
No data
available.
No data
available.
No data
available.
Alkyl(C12-C14)glycidyl ether - (68609-97-2)
No data available. No data
available.
No data
available.
No data
available.
No data
available.
Silicon dioxide, chemically prepared - (112945-
52-5) 3,160.00, Rat -
Category: 5
No data
available.
No data
available.
No data
available.
No data
available.
Bisphenol F epoxy resin - (28064-14-4)
No data available. No data
available.
No data
available.
No data
available.
No data
available.
Neopentyl glycol diglycidyl ether - (17557-23-2)
4,500.00, Rat -
Category: 5
No data
available.
No data
available.
No data
available.
No data
available.
Carcinogen Data
CAS No. Ingredient Source Value
17557-23-2 Neopentyl glycol diglycidyl ether OSHA Regulated Carcinogen: No; NTP Known: No; Suspected: No;
IARC No
ACGIH No Established Limit
Proprietary 1-Chloro-4 Trifluromethyl Bisphenol A Epoxy Resin OSHA Regulated Carcinogen: No; NTP Known: No; Suspected: No;
IARC No
ACGIH No Established Limit
28064-14-4 Bisphenol F epoxy resin OSHA Regulated Carcinogen: No; NTP Known: No; Suspected: No;
IARC No
ACGIH No Established Limit
68609-97-2 Alkyl(C12-C14)glycidyl ether OSHA Regulated Carcinogen: No; NTP Known: No; Suspected: No;
IARC No
ACGIH No Established Limit
112945-52-5 Silicon dioxide, chemically prepared OSHA Regulated Carcinogen: No; NTP Known: No; Suspected: No;
IARC Group 3
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Revision Date:
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CAS No. Ingredient Source Value
ACGIH No Established Limit
Classification Category Hazard Description
Acute toxicity (oral) --- Not Applicable
Acute toxicity (dermal) --- Not Applicable
Acute toxicity (inhalation) --- Not Applicable
Skin corrosion/irritation 2 Causes skin irritation.
Serious eye damage/irritation 2A Causes serious eye irritation.
Respiratory sensitization --- Not Applicable
Skin sensitization 1 May cause an allergic skin reaction.
Germ cell mutagenicity --- Not Applicable
Carcinogenicity --- Not Applicable
Reproductive toxicity --- Not Applicable
STOT-single exposure --- Not Applicable
STOT-repeated exposure --- Not Applicable
Aspiration hazard --- Not Applicable
Possible routes of entry:
Inhalation, ingestion, skin contact, and skin absorption.
Symptoms and effects, both acute and delayed:
No specific symptom data available.
No chronic toxicity or long term toxicity information available. Treat symptomatically.
Eyes Causes serious eye irritation.
Skin May cause an allergic skin reaction. Causes skin irritation.
SECTION 12. ECOLOGICAL INFORMATION
Toxicity
Toxic to aquatic life with long lasting effects.
No additional information provided for this product. See Section 3 for chemical specific data.
Aquatic Ecotoxicity
Ingredient 96 hr LC50 fish,
mg/L
48 hr EC50 crustacea,
mg/L
ErC50 algae,
mg/L
1-Chloro-4 Trifluromethyl Bisphenol A Epoxy Resin - (Proprietary) No data available. No data available. No data available.
Alkyl(C12-C14)glycidyl ether - (68609-97-2)
No data available. No data available. No data available.
Silicon dioxide, chemically prepared - (112945-52-5)
No data available. No data available. No data available.
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Revision Date:
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Ingredient 96 hr LC50 fish,
mg/L
48 hr EC50 crustacea,
mg/L
ErC50 algae,
mg/L
Bisphenol F epoxy resin - (28064-14-4)
9.00, Oncorhynchus mykiss 9.00, Daphnia magna No data available.
Neopentyl glycol diglycidyl ether - (17557-23-2)
No data available. No data available. No data available.
Persistence and degradability
There is no data available on the preparation itself.
Bioaccumulative potential
No available information
Mobility in soil
No available information
Results of PBT and vPvB assessment
This product contains no PBT/vPvB/vPvM chemicals.
Other adverse effects
No available information
SECTION 13. DISPOSAL CONSIDERATIONS
Waste treatment methods
Observe all federal, provincial and local regulations when disposing of this substance.
SECTION 14. TRANSPORT INFORMATION
Not regulated for packages under 5L (1.3 gallons) or 5.0 kg (11 lbs).
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DOT (Domestic Surface
Transportation)
IMO / IMDG (Ocean
Transportation)
ICAO/IATA
UN number UN3077 UN3077 UN3077
UN proper
shipping
name
Environmentally hazardous
substances, solid, n.o.s.,
(EPOXY RESIN)
Environmentally hazardous
substances, solid, n.o.s.,
(EPOXY RESIN)
Environmentally hazardous
substances, solid, n.o.s.,
(EPOXY RESIN)
Transport
hazard
class(es)
Class: 9
Sub Class: Not Applicable
Class: 9
Sub Class: Not Applicable
Class: 9
Sub Class: Not Applicable
Packing group III III III
Environmental hazards
IMDG Marine Pollutant: Yes; ( 1-Chloro-4 Trifluromethyl Bisphenol A Epoxy Resin ) Special precautions for user
No available information
SECTION 15. REGULATORY INFORMATION
Regulatory
Overview
The regulatory data in Section 15 is not intended to be all-inclusive, only selected regulations are represented.
Classification of the substance or mixture under OSHA’s Hazard Communication Standard (1910.1200) revised 2024 (GHS revision 7)
Toxic Substance Control Act (TSCA)
CAS Number Ingredient Toxic Substance Control Act (TSCA) Comments Status Proprietary 1-Chloro-4 Trifluromethyl Bisphenol A Epoxy Resin Yes XU ACTIVE 0068609-97-2 Alkyl(C12-C14)glycidyl ether Yes UVCB TP ACTIVE 0028064-14-4 Bisphenol F epoxy resin Yes UVCB XU ACTIVE 0017557-23-2 Neopentyl glycol diglycidyl ether Yes TP ACTIVE 0112945-52-5 Silicon dioxide, chemically prepared No
EPCRA 302 Extremely Hazardous:
To the best of our knowledge, there are no chemicals at levels which require reporting under this statute.
EPCRA 313 Toxic Chemicals:
To the best of our knowledge, there are no chemicals at levels which require reporting under this statute.
Proposition 65 - Carcinogens (>0.0%):
1-Chloro-4 Trifluromethyl Bisphenol A Epoxy Resin
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Bisphenol F epoxy resin
Proposition 65 - Developmental Toxins (>0.0%):
To the best of our knowledge, there are no chemicals at levels which require reporting under this statute.
Proposition 65 - Female Repro Toxins (>0.0%):
To the best of our knowledge, there are no chemicals at levels which require reporting under this statute.
Proposition 65 - Male Repro Toxins (>0.0%):
To the best of our knowledge, there are no chemicals at levels which require reporting under this statute.
Proposition 65 Label Warning:
WARNING: This product can expose you to chemicals including [1-Chloro-4 Trifluromethyl Bisphenol A Epoxy Resin, Bisphenol F epoxy resin], which are known to the State of California to cause cancer.
For more information go to www.P65Warnings.ca.gov.
SECTION 16. OTHER INFORMATION
Revision Date 8 December, 2025
The information and recommendations contained herein are based upon data believed to be correct.
However, no guarantee or warranty of any kind, expressed or implied, is made with respect to the information contained herein. We accept no responsibility and disclaim all liability for any harmful effects which may be caused by exposure to our products. Customers/users of this product must comply with all applicable health and safety laws, regulations, and orders.
The full text of the phrases appearing in section 3 is:
H315 Causes skin irritation.
H317 May cause an allergic skin reaction.
H319 Causes serious eye irritation.
H411 Toxic to aquatic life with long lasting effects.
End of Document
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PRO-SET® INF-211 Hardener
Safety Data Sheet
According to the Hazard Communication Standard (CFR29 1910.1200) HazCom 2012 and the Hazardous Products Regulations (HPR) WHMIS 2015
Date of issue: 06/01/2015 Revision date: 01/25/2019 Version: INF-211-2019a 01/25/2019 EN (English) Page 1
SECTION 1: Identification
Identification
Product form : Mixtures
Product name : PRO-SET® INF-211 Hardener
Product code : INF-211, INF-211-1, INF-211-2, INF-211-3, INF-211-4, INF-211-5, INF-211-6 Relevant identified uses of the substance or mixture and uses advised against Recommended use : Curing agent for epoxy resins
Details of the supplier of the safety data sheet
Gougeon Brothers, Inc
100 Patterson Ave.
Bay City, MI 48706 - U.S.A.
T 888-377-6738 or 989-684-7286
www.prosetepoxy.com
Emergency telephone number
Emergency number : CHEMTREC 1 (800) 424-9300
CHEMTREC International +1 (703) 527-3887 24 hr
SECTION 2: Hazard(s) identification
Classification of the substance or mixture
Acute Tox. 4 (Oral)
Skin Corr. 1B
Eye Dam. 1
Skin Sens. 1
Repr. 2
STOT SE 3
Aquatic Acute 3
Aquatic Chronic 2
Label elements
Hazard pictograms (GHS) :
GHS05 GHS07 GHS08 GHS09
Signal word (GHS) :
Danger
Hazard statements (GHS) :
Harmful if swallowed. Causes severe skin burns and eye damage. May cause an allergic skin reaction. May cause respiratory irritation. Suspected of damaging fertility or the unborn child. Harmful to aquatic life. Toxic to aquatic life with long lasting effects Precautionary statements (GHS) :
Obtain special instructions before use. Do not handle until all safety precautions have been read and understood. Do not breathe dust, fume, gas, mist, vapours, spray. Wash hands thoroughly after handling. Do not eat, drink or smoke when using this product. Use only outdoors or in a wellventilated area. Contaminated work clothing must not be allowed out of the workplace. Avoid release to the environment. Wear protective gloves, protective clothing, eye protection, face protection. If swallowed: rinse mouth. Do NOT induce vomiting. If on skin (or hair): Take off immediately all contaminated clothing. Rinse skin with water/shower. If inhaled: Remove person to fresh air and keep comfortable for breathing. If in eyes: Rinse cautiously with water for several minutes. Remove contact lenses, if present and easy to do. Continue rinsing. If exposed or concerned: Get medical advice/attention. Immediately call a poison center/doctor. If skin irritation or rash occurs: Get medical attention/advice. Take off contaminated clothing and wash it before reuse. Collect spillage. Store locked up. Store in a well-ventilated place. Keep container tightly closed. Dispose of contents/container to hazardous or special waste collection point, in accordance with local, regional, national and/or international regulation.
Other hazards
No additional information available
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PRO-SET® INF-211 Hardener
Safety Data Sheet
According to the Hazard Communication Standard (CFR29 1910.1200) HazCom 2012 and the Hazardous Products Regulations (HPR) WHMIS 2015 01/25/2019 EN (English) 2/8
Unknown acute toxicity
No additional information available
SECTION 3: Composition/information on ingredients
Substance
Not applicable
Mixtures
Name Product identifier HPR %
Propylene glycol diamine, 2-amino-, diether with Propylene (CAS No) 9046-10-0 30 - 60 Isophorone diamine (CAS No) 2855-13-2 15 - 40
1,5-Pentanediamine, 2-methyl- (CAS No) 15520-10-2 5 - 10 4-tert-Butylphenol (CAS No) 98-54-4 5 - 10
1,3-Propanediamine, N,N''-1,2-ethanediylbis- (CAS No) 10563-26-5 1 - 5 1,3-Benzenedimethanamine (CAS No) 1477-55-0 1 - 5
1,3-Cyclohexanedimethanamine (CAS No) 2579-20-6 1 - 5
2,4,6-Tri(dimethylaminomethyl)phenol (CAS No) 90-72-2 1 - 5 The exact chemical identity and/or exact percentage (concentration) of each ingredient may be held as confidential business information (CBI). Any ingredient not disclosed in this section may have been determined not to be hazardous to health or the environment, or it may be present at a level below its disclosure threshold.
SECTION 4: First aid measures
Description of first aid measures
First-aid measures after inhalation : If inhaled and if breathing is difficult, remove victim to fresh air and keep at rest in a position comfortable for breathing. Immediately call a POISON CENTER or doctor/physician.
First-aid measures after skin contact : IF ON SKIN (or hair): Remove/Take off immediately all contaminated clothing. Rinse skin with water/shower. Wash contaminated clothing before reuse. Immediately call a POISON CENTER or doctor/physician.
First-aid measures after eye contact : In case of contact, immediately flush eyes with plenty of water for at least 15 minutes. If easy to do, remove contact lenses, if worn. Get medical attention immediately.
First-aid measures after ingestion : Do NOT induce vomiting. Immediately call a POISON CENTER or doctor/physician. Rinse mouth.
Most important symptoms and effects, both acute and delayed Symptoms/injuries after inhalation : May cause respiratory irritation.
Symptoms/injuries after skin contact : Causes severe burns. Symptoms may include redness, pain, blisters. May cause an allergic skin reaction.
Symptoms/injuries after eye contact : Causes serious eye damage. Symptoms may include discomfort or pain, excess blinking and tear production, with marked redness and swelling of the conjunctiva. May cause burns.
Symptoms/injuries after ingestion : Harmful if swallowed. May cause burns or irritation of the linings of the mouth, throat, and gastrointestinal tract. May cause stomach distress, nausea or vomiting.
Indication of any immediate medical attention and special treatment needed Symptoms may not appear immediately. In case of accident or if you feel unwell, seek medical advice immediately (show the label or SDS where possible).
SECTION 5: Firefighting measures
Extinguishing media
Suitable extinguishing media : Foam. Carbon dioxide. Dry chemical. Water spray.
Unsuitable extinguishing media : Do not use a heavy water stream.
Special hazards arising from the substance or mixture
Fire hazard : Products of combustion may include, and are not limited to: oxides of carbon, nitrogen oxides, amines, ammonia, nitric acid, nitrosamines, cyanides, aldehydes. When mixed with sawdust, wood chips, or other cellulosic material, spontaneous combustion can occur under certain conditions. Heat is generated as the air oxidizes the amine. If the heat is not dissipated quickly enough, it can ignite the sawdust.
Reactivity : No dangerous reaction known under conditions of normal use.
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Safety Data Sheet
According to the Hazard Communication Standard (CFR29 1910.1200) HazCom 2012 and the Hazardous Products Regulations (HPR) WHMIS 2015 01/25/2019 EN (English) 3/8
Advice for firefighters
Protection during firefighting : Keep upwind of fire. Wear full fire fighting turn-out gear (full Bunker gear) and respiratory protection (SCBA).
SECTION 6: Accidental release measures
Personal precautions, protective equipment and emergency procedures General measures : Use personal protection recommended in Section 8. Isolate the hazard area and deny entry to unnecessary and unprotected personnel.
For non-emergency personnel
No additional information available
For emergency responders
No additional information available
Environmental precautions
Prevent from entering into soil, ditches, sewers, waterways and/or groundwater. See Section 12, Ecological Information.
Methods and material for containment and cleaning up
For containment : Contain and/or absorb spill with inert material (e.g. sand, vermiculite), then place in a suitable container. Do not flush to sewer or allow to enter waterways. Use appropriate Personal Protective Equipment (PPE). Do not absorb in sawdust, paper, cloth or other combustible absorbents.
Methods for cleaning up : Scoop up material and place in a disposal container. Provide ventilation.
Reference to other sections
See section 8 for further information on protective clothing and equipment and section 13 for advice on waste disposal.
SECTION 7: Handling and storage
Precautions for safe handling
Precautions for safe handling : Obtain special instructions before use. Do not handle until all safety precautions have been read and understood. Do not get in eyes, on skin, or on clothing. Do not breathe dust, fume, gas, mist, vapours, spray. Do not swallow. Handle and open container with care. Do not eat, drink or smoke when using this product. Use personal protective equipment as required. Use only outdoors or in a well-ventilated area. When mixed with epoxy resin this product causes an exothermic reaction, which in large masses, can produce enough heat to damage or ignite surrounding materials and emit fumes and vapors that vary widely in composition and toxicity.
Hygiene measures : Launder contaminated clothing before reuse. Wash hands before eating, drinking, or smoking.
Contaminated work clothing should not be allowed out of the workplace.
Conditions for safe storage, including any incompatibilities Storage conditions : Keep out of the reach of children. Keep container tightly closed. Keep only in the original container in a cool, well-ventilated place. Protect from moisture. Storage temperature : 40°F (4°C) - 90°F (32°C).
SECTION 8: Exposure controls/personal protection
Control parameters
Propylene glycol diamine, 2-amino-, diether with Propylene (9046-10-0) Not applicable
Isophorone diamine (2855-13-2)
Not applicable
1,5-Pentanediamine, 2-methyl- (15520-10-2)
Not applicable
4-tert-Butylphenol (98-54-4)
Not applicable
1,3-Propanediamine, N,N''-1,2-ethanediylbis- (10563-26-5) Not applicable
1,3-Benzenedimethanamine (1477-55-0)
ACGIH ACGIH Ceiling (mg/m³) 0.1 mg/m³
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Safety Data Sheet
According to the Hazard Communication Standard (CFR29 1910.1200) HazCom 2012 and the Hazardous Products Regulations (HPR) WHMIS 2015 01/25/2019 EN (English) 4/8
1,3-Benzenedimethanamine (1477-55-0)
NIOSH NIOSH REL (ceiling) (mg/m³) 0.1 mg/m³
1,3-Cyclohexanedimethanamine (2579-20-6)
Not applicable
2,4,6-Tri(dimethylaminomethyl)phenol (90-72-2)
Not applicable
Exposure controls
Appropriate engineering controls : Use ventilation adequate to keep exposures (airborne levels of dust, fume, vapor, etc.) below recommended exposure limits.
Hand protection : Wear chemically resistant protective gloves.
Eye protection : Wear approved eye protection (properly fitted dust- or splash-proof chemical safety goggles) and face protection (face shield).
Skin and body protection : Wear suitable protective clothing.
Respiratory protection : In case of insufficient ventilation, wear suitable respiratory equipment. Respirator selection must be based on known or anticipated exposure levels, the hazards of the product and the safe working limits of the selected respirator.
Environmental exposure controls : Maintain levels below Community environmental protection thresholds.
Other information : Do not eat, smoke or drink where material is handled, processed or stored. Wash hands carefully before eating or smoking. Handle according to established industrial hygiene and safety practices.
SECTION 9: Physical and chemical properties
Information on basic physical and chemical properties
Physical state : Liquid
Appearance : No data available
Colour : Amber
Odour : Ammonia
Odour threshold : No data available
pH : 11 - 12 (estimated based on ingredient data)
Melting point : No data available
Freezing point : No data available
Boiling point : > 400 °F (204°C) (estimated based on similar product)
Flash point : > 181 °F (82.8°C) (estimated based on similar product)
Relative evaporation rate (butylacetate=1) : No data available
Flammability (solid, gas) : Not flammable
Vapour pressure : < 1 mm Hg @ 20°C / 68°F (estimated based on ingredient data)
Relative vapour density at 20 °C : No data available
Relative density : 0.93
Solubility : Appreciable.
Partition coefficient n-octanol/water : No data available
Auto-ignition temperature : No data available
Decomposition temperature : No data available
Viscosity, kinematic : 17 mm²/s @ 20°C / 68°F
Viscosity, dynamic : No data available
Explosive limits : No data available
Explosive properties : No data available
Oxidising properties : No data available
Other information
VOC content : 5.57 g/l (0.03 lb/gal)
Bulk density : 7.8 lb/gal (0.93 kg/L)
SECTION 10: Stability and reactivity
Reactivity : No dangerous reaction known under conditions of normal use.
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Safety Data Sheet
According to the Hazard Communication Standard (CFR29 1910.1200) HazCom 2012 and the Hazardous Products Regulations (HPR) WHMIS 2015 01/25/2019 EN (English) 5/8
Chemical stability : Stable under normal storage conditions.
Possibility of hazardous reactions : No dangerous reaction known under conditions of normal use. A mass of more than one pound of product plus an epoxy resin will cause irreversible polymerization with significant heat buildup and pressure.
Conditions to avoid : Heat. Incompatible materials.
Incompatible materials : Acids. Oxidizing materials. Halogenated compounds.
Hazardous decomposition products : May include, and are not limited to: oxides of carbon, nitrogen oxides, amines, ammonia, nitric acid, nitrosamines, cyanides, aldehydes, phenolics.
SECTION 11: Toxicological information
Information on toxicological effects
Propylene glycol diamine, 2-amino-, diether with Propylene (9046-10-0) LD50 oral rat 2855 mg/kg
LD50 dermal rabbit 2890 mg/kg
LC50 inhalation rat > 0.74 mg/l/8h
Isophorone diamine (2855-13-2)
LD50 oral rat 1030 mg/kg
LD50 dermal rabbit > 2000 mg/kg
LC50 inhalation rat > 5.01 mg/l/4h
1,5-Pentanediamine, 2-methyl- (15520-10-2)
LD50 oral rat 1170 mg/kg
LD50 dermal rabbit 1870 mg/kg
LC50 inhalation rat 4.9 mg/l 1h
4-tert-Butylphenol (98-54-4)
LD50 oral rat > 2000 mg/kg
LD50 dermal rat No data. Intraperitoneal – mouse – 78 mg/kg.
LC50 inhalation rat 5.6 mg/l Remarks: Nutritional and Metabolic: Weight loss or decreased weight gain 1,3-Propanediamine, N,N''-1,2-ethanediylbis- (10563-26-5) LD50 oral rat 1200 mg/kg
LD50 dermal rabbit 190 - 210 mg/kg
1,3-Benzenedimethanamine (1477-55-0)
LD50 oral rat 980 mg/kg
LD50 dermal rabbit 2000 mg/kg
LC50 inhalation rat 1.34 mg/l/4h
1,3-Cyclohexanedimethanamine (2579-20-6)
LD50 oral rat 700 - 780 mg/kg
LD50 dermal rabbit 1700 mg/kg
2,4,6-Tri(dimethylaminomethyl)phenol (90-72-2)
LD50 oral rat 2169 mg/kg
Acute toxicity (oral) : Oral: Harmful if swallowed.
Acute toxicity (dermal) : Not classified.
Acute toxicity (inhalation) : Not classified.
Skin corrosion/irritation : Causes severe skin burns
Serious eye damage/irritation : Causes serious eye damage.
Respiratory or skin sensitization : May cause an allergic skin reaction.
Germ cell mutagenicity : Not classified.
Carcinogenicity : Not classified.
Reproductive toxicity : Suspected of damaging fertility or the unborn child.
STOT-single exposure : May cause respiratory irritation.
STOT-repeated exposure : Not classified.
Aspiration hazard : Not classified.
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Safety Data Sheet
According to the Hazard Communication Standard (CFR29 1910.1200) HazCom 2012 and the Hazardous Products Regulations (HPR) WHMIS 2015 01/25/2019 EN (English) 6/8
PRO-SET® INF-211 Hardener
Viscosity, kinematic (calculated value) (20°C / 68°F) 17 mm²/s Potential adverse human health effects and
symptoms
: Harmful if swallowed.
Symptoms/injuries after inhalation : May cause respiratory irritation.
Symptoms/injuries after skin contact : Causes severe burns. Symptoms may include redness, pain, blisters. May cause an allergic skin reaction.
Symptoms/injuries after eye contact : Causes serious eye damage. Symptoms may include discomfort or pain, excess blinking and tear production, with marked redness and swelling of the conjunctiva. May cause burns.
Symptoms/injuries after ingestion : Harmful if swallowed. May cause burns or irritation of the linings of the mouth, throat, and gastrointestinal tract. May cause stomach distress, nausea or vomiting.
Other information : Likely routes of exposure: ingestion, inhalation, skin and eye.
SECTION 12: Ecological information
Toxicity
Ecology - general : Toxic to aquatic life with long lasting effects.
Isophorone diamine (2855-13-2)
EC50 Daphnia 1 14.6 - 21.5 mg/l (Exposure time: 48 h - Species: Daphnia magna [semi-static]) 4-tert-Butylphenol (98-54-4)
LC50 fish 1 4.71 - 5.62 mg/l (Exposure time: 96 h - Species: Pimephales promelas [flow-through]) EC50 Daphnia 1 3.9 mg/l (Exposure time: 48 h - Species: Daphnia magna) LC50 fish 2 6.9 mg/l (Exposure time: 96 h - Species: Cyprinus carpio [static]) EC50 Daphnia 2 3.4 - 4.5 mg/l (Exposure time: 48 h - Species: Daphnia magna [Static]) Persistence and degradability
PRO-SET® INF-211 Hardener
Persistence and degradability Not established.
Bioaccumulative potential
PRO-SET® INF-211 Hardener
Bioaccumulative potential Not established.
Isophorone diamine (2855-13-2)
Partition coefficient n-octanol/water 0.79 (at 23 °C)
4-tert-Butylphenol (98-54-4)
BCF fish 1 34 - 240
Partition coefficient n-octanol/water 2.44
Mobility in soil
PRO-SET® INF-211 Hardener
Ecology - soil No additional information available.
Other adverse effects
Effect on the global warming : No known effects from this product.
Ingredient CAS# Ecotoxicity Classification Information
Propylene glycol diamine, 2-amino-, diether with Propylene 9046-10-0 Acute Aquatic 3; Chronic Aquatic Cat. 2 Isophorone diamine 2855-13-2 Acute Aquatic Cat. 3; Chronic Aquatic Cat. 3 1,5-Pentanediamine, 2-methyl- 15520-10-2 Not classified 4-tert-Butylphenol 98-54-4 Acute Aquatic Cat. 2; Chronic Aquatic Cat. 2 1,3-Propanediamine, N,N''-1,2-ethanediylbis- 10563-26-5 Not classified 1,3-Benzenedimethanamine 1477-55-0 Acute Aquatic Cat. 3; Chronic Aquatic Cat. 3 1,3-Cyclohexanedimethanamine 2579-20-6 Acute Aquatic 3; Chronic Aquatic Cat. 3 2,4,6-Tri(dimethylaminomethyl)phenol 90-72-2 Acute Aquatic 3; Chronic Aquatic Cat. 3 Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 134
PRO-SET® INF-211 Hardener
Safety Data Sheet
According to the Hazard Communication Standard (CFR29 1910.1200) HazCom 2012 and the Hazardous Products Regulations (HPR) WHMIS 2015 01/25/2019 EN (English) 7/8
Other information : Avoid release to the environment.
SECTION 13: Disposal considerations
Waste treatment methods
Product/Packaging disposal
recommendations
: Avoid release to the environment. This material must be disposed of in accordance with all local, state, provincial, and federal regulations. The generation of waste should be avoided or minimized wherever possible.
SECTION 14: Transport information
Department of Transportation (DOT) and Transportation of Dangerous Goods (TDG) In accordance with DOT and TDG
UN-No.(DOT/TDG) : UN2735
Proper Shipping Name (DOT/TDG) : Polyamines, liquid, corrosive, n.o.s. (1,3-Cyclohexanedimethanamine) Class (DOT/TDG) : 8
Packing group (DOT/TDG) : II
Marine Pollutant No
Transport by sea
In accordance with IMDG
UN-No. (IMDG) : 2735
Proper Shipping Name (IMDG) : POLYAMINES, LIQUID, CORROSIVE, N.O.S. (1,3-Cyclohexanedimethanamine) Class (IMDG) : 8
Packing group (IMDG) : II
EmS Number : F-A, S-B
Marine pollutant : Yes
Transport by sea
In accordance with IATA
UN-No. (IATA) : 2735
Proper Shipping Name (IATA) : Polyamines, liquid, corrosive, n.o.s. (1,3-Cyclohexanedimethanamine) Class (IATA) : 8
Packing group (IATA) : II
Marine pollutant : Yes
SECTION 15: Regulatory information
Federal regulations
All components of this product are listed, or excluded from listing, on the United States Environmental Protection Agency Toxic Substances Control Act (TSCA) inventory.
All components of this product are listed, or excluded from listing, on the Canadian DSL (Domestic Substances List) and NDSL (Non-Domestic Substances List) inventories.
Propylene glycol diamine, 2-amino-, diether with Propylene (9046-10-0) EPA TSCA Regulatory Flag XU - XU - indicates a substance exempt from reporting under the Inventory Update Reporting Rule, i.e, Partial Updating of the TSCA Inventory Data Base Production and Site Reports (40 CFR 710(C)).
International regulations
No additional information available
US State regulations
California Proposition 65 - This product does not contain any substances known to the state of California to cause cancer, developmental and/or reproductive harm
Isophorone diamine (2855-13-2)
U.S. - New Jersey - Right to Know Hazardous Substance List 1,3-Benzenedimethanamine (1477-55-0)
U.S. - New Jersey - Right to Know Hazardous Substance List U.S. - Pennsylvania - RTK (Right to Know) List
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PRO-SET® INF-211 Hardener
Safety Data Sheet
According to the Hazard Communication Standard (CFR29 1910.1200) HazCom 2012 and the Hazardous Products Regulations (HPR) WHMIS 2015 01/25/2019 EN (English) 8/8
SECTION 16: Other information
Date of issue : 06/01/2015
Revision date : 01/25/2019
Other information : None.
NFPA health hazard : 3
NFPA fire hazard : 1
NFPA reactivity : 0
HMIS III Rating
Health : 3 Serious Hazard
Flammability : 1 Slight Hazard
Physical : 0 Minimal Hazard
Disclaimer: We believe the statements, technical information and recommendations contained herein are reliable, but they are given without warranty or guarantee of any kind. The information contained in this document applies to this specific material as supplied. It may not be valid for this material if it is used in combination with any other materials. It is the user’s responsibility to satisfy oneself as to the suitability and completeness of this information for the user’s own particular use.
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SECTION 1. IDENTIFICATION
Product identifier
Product Identity PRO-SET® INF-212 Hardener
Other means of identification Not Applicable
Relevant identified uses of the substance or mixture and uses advised against See Technical Data Sheet.
Details of the supplier of the safety data sheet
Company Name PRO-SET
Gougeon Brothers, Inc.
100 Patterson Ave.
Bay City, MI 48706, U.S.A.
Emergency
24 hour Emergency Telephone No. Transportation
CHEMTREC: 800-424-9300 (U.S.)
703-527-3887 (International)
Non-transportation
Poison Hotline: ................. 800-222-1222
Customer Service: 866-937-8797
www.prosetepoxy.com
SECTION 2. HAZARD(S) IDENTIFICATION
Classification of the substance or mixture under OSHA’s Hazard Communication Standard (1910.1200) revised 2024 (GHS revision 7)
Skin corrosion/irritation category 1B;H314 Causes severe skin burns and eye damage.
Serious eye damage / eye irritation, category 1;H318 Causes serious eye damage.
Skin sensitizer category 1A;H317 May cause an allergic skin reaction.
Reproductive toxicity, category 2;H361F Suspected of damaging fertility.
Aquatic toxicity (acute), category 3;H402 Harmful to aquatic life.
Aquatic toxicity (chronic), category 3;H412 Harmful to aquatic life with long lasting effects.
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Label elements
Danger
H314 Causes severe skin burns and eye damage.
H317 May cause an allergic skin reaction.
H361f Suspected of damaging fertility.
H412 Harmful to aquatic life with long lasting effects. [Prevention]
P201 Obtain special instructions before use.
P202 Do not handle until all safety precautions have been read and understood.
P260 Do not breathe dust, fume, mist, vapors or spray.
P264 Wash thoroughly after handling.
P272 Contaminated work clothing should not be allowed out of the workplace.
P273 Avoid release to the environment.
P280 Wear protective gloves, protective clothing, eye protection, face protection. [Response]
P301+312 IF SWALLOWED: Call a POISON CENTER, doctor or physician if you feel unwell.
P302+312 IF ON SKIN: Call a POISON CENTER or doctor , physician if you feel unwell P303+361+353 IF ON SKIN (or hair): Remove, take off immediately all contaminated clothing. Rinse skin with water or shower.
P304+340 IF INHALED: Remove person to fresh air and keep comfortable for breathing.
P305+351+338 IF IN EYES: Rinse cautiously with water for several minutes. Remove contact lenses, if present and easy to do. Continue rinsing.
P308+313 IF exposed or concerned: Get medical advice or attention.
P310 Immediately call a POISON CENTER, doctor or physician.
P301+330+331 IF SWALLOWED: Rinse mouth. Do NOT induce vomiting.
P333+313 If skin irritation or a rash occurs: Get medical advice or attention.
P362+364 Take off contaminated clothing and wash it before reuse.
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P363 Wash contaminated clothing before reuse.
P391 Collect spillage.
[Storage]
P405 Store locked up.
[Disposal]
P501 Dispose of contents or container in accordance with local and national regulations.
Other hazards
This product contains PBT/vPvB/vPvM chemicals.
98-54-4 p-tert-Butyl phenol Endocrine disruptor
Does NOT contain component(s) that meet a 'definition' of per & poly fluoroalkyl substance (PFAS) per the US EPA PFASMASTER combined list of PFAS chemicals.
SECTION 3. COMPOSITION/INFORMATION ON INGREDIENTS
This product contains the following substances that present a hazard within the meaning of the OSHA’s Hazard Communication Standard (1910.1200) revised 2024 (GHS revision 7).
Ingredient/Chemical Designations Weight % GHS Classification Notes Polyoxypropylenediamine
CAS Number: 9046-10-0
Synonyms: No available information
45 - 70 Skin corrosion/irritation category 1C;H314
Serious eye damage / eye irritation, category 1;H318
Aquatic toxicity (acute), category 3;H402 No data available Isophorone diamine
CAS Number: 2855-13-2
Synonyms: Isophoron điamin
30 - 60 Acute toxicity(oral), category 4;H302
Skin corrosion/irritation category 1B;H314
Serious eye damage / eye irritation, category 1;H318
Skin sensitizer category 1A;H317 C ≥ 0,001 %
No data available
1,3-propanediamine, n,n''-1,2-ethanediylbisCAS Number: 10563-26-5 Synonyms: No available information
3 - 7 Acute toxicity(oral), category 4;H302
Acute toxicity(dermal), category 3;H311
Skin corrosion/irritation category 1;H314
Skin sensitizer category 1;H317
Serious eye damage / eye irritation, category 1;H318
No data available
1,5-Pentanediamine, 2-methylCAS Number: 15520-10-2
Synonyms: PENTANEDIAMINE, 2-METHYL1 - 5 Acute toxicity(oral), category 4;H302 Skin corrosion/irritation category 1B;H314
Serious eye damage / eye irritation, category 1;H318
Acute toxicity(inhalation), category 4;H332
No data available
p-tert-Butyl phenol
CAS Number: 98-54-4
Synonyms: p-tert.butyl phenol
1 - 5 Skin corrosion/irritation category 2;H315
Serious eye damage / eye irritation, category 1;H318
Aquatic toxicity (chronic), category 1;H410
Reproductive toxicity, category 2;H361F
*PBT/vPvB
The actual concentration or concentration range is withheld as a trade secret. *PBT/vPvB - PBT, vPvM or vPvB-substance.
The full texts of the phrases are shown in Section 16.
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SECTION 4. FIRST AID MEASURES
Description of first aid measures
General In all cases of doubt, or when symptoms persist, seek medical attention.
Never give anything by mouth to an unconscious person.
InhalationRemove to fresh air, keep patient warm and at rest. If breathing is irregular or stopped, give artificial respiration. If unconscious, place in the recovery position and obtain immediate medical attention. Give nothing by mouth.
Eyes Irrigate copiously with clean water for at least 15 minutes, holding the eyelids apart and seek medical attention.
Skin Remove contaminated clothing. Wash skin thoroughly with soap and water or use a recognized skin cleanser.
Ingestion If swallowed obtain immediate medical attention. Keep at rest. Do NOT induce vomiting.
Most important symptoms and effects, both acute and delayed Overview No specific symptom data available.
Reproductive or genetic defect hazard. Treat symptomatically. See section 2 for further details.
Eyes Causes serious eye damage.
Skin May cause an allergic skin reaction. Causes severe skin burns and eye damage.
SECTION 5. FIRE-FIGHTING MEASURES
Extinguishing media
Recommended extinguishing media; alcohol resistant foam, CO2, powder, water spray.
Unsuitable extinguishing media: Do not use; water jet.
Special hazards arising from the substance or mixture
Hazardous decomposition: No hazardous decomposition data available.
Do not breathe dust, fume, mist, vapors or spray.
Advice for fire-fighters
As with all fires, wear positive pressure, self-contained breathing apparatus, (SCBA) with a full face piece and protective clothing. Persons without respiratory protection should leave area. Wear SCBA during clean-up immediately after fire. No smoking.
ERG Guide No. 154
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SECTION 6. ACCIDENTAL RELEASE MEASURES
Personal precautions, protective equipment and emergency procedures Put on appropriate personal protective equipment (see section 8).
Use good personal hygiene practices. Wash hands before eating, drinking, smoking or using toilet. Promptly remove soiled clothing and wash thoroughly before reuse.
Environmental precautions
Do not allow spills to enter drains or waterways.
Methods and material for containment and cleaning up
Ventilate the area and avoid breathing vapors. Take the personal protective measures listed in section 8.
Contain and absorb spillage with non-combustible materials e.g. sand, earth, and vermiculite. Place in closed containers outside buildings and dispose of according to the Waste Regulations.
SECTION 7. HANDLING AND STORAGE
Precautions for safe handling
Handle containers carefully to prevent damage and spillage.
See section 2 for further details. - [Prevention]
Conditions for safe storage, including any incompatibilities Incompatible materials: Any acidic material, ammonia, urea, oxidizable materials and metals such as nickel, copper, tin, aluminum and iron.
See section 2 for further details. - [Storage]
Specific end use(s)
No available information
SECTION 8. EXPOSURE CONTROLS / PERSONAL PROTECTION
Control parameters
Exposure Limits
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CAS No. Ingredient Source Value
98-54-4 p-tert-Butyl phenol OSHA No Established Limit
ACGIH No Established Limit
NIOSH No Established Limit
2855-13-2 Isophorone diamine OSHA No Established Limit
ACGIH No Established Limit
NIOSH No Established Limit
9046-10-0 Polyoxypropylenediamine OSHA No Established Limit ACGIH No Established Limit
NIOSH No Established Limit
10563-26-5 1,3-propanediamine, n,n''-1,2-ethanediylbis- OSHA No Established Limit ACGIH No Established Limit
NIOSH No Established Limit
15520-10-2 1,5-Pentanediamine, 2-methyl- OSHA No Established Limit ACGIH No Established Limit
NIOSH No Established Limit
Exposure
controls
Respiratory Use NIOSH/MSHA approved respirator, following manufacturer's recommendations when concentrations exceed permissible exposure limits.
Eyes Wear safety glasses with side shields to protect the eyes. An eye wash station is suggested as a good workplace practice.
Skin Chemical resistant clothing such as coveralls/apron and boots should be worn. Chemical impervious gloves required.
Engineering
Controls
Provide adequate ventilation. Where reasonably practicable this should be achieved by the use of local exhaust ventilation and good general extraction. If these are not sufficient to maintain concentrations of particulates and any vapor below occupational exposure limits suitable respiratory protection must be worn.
Other Work
Practices
Use good personal hygiene practices. Wash hands before eating, drinking, smoking or using toilet. Promptly remove soiled clothing and wash thoroughly before reuse.
See section 2 for further details.
SECTION 9. PHYSICAL AND CHEMICAL PROPERTIES
Information on basic physical and chemical properties
Physical State Liquid
Color Amber
Odor 類似胺氣味道
Odor threshold No available information
Melting point / freezing point No available information Initial boiling point and boiling range > 400°F (204°C) Flammability (solid, gas) Not Applicable
Upper/lower flammability or explosive limits Lower Explosive Limit: No available information Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 142
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Upper Explosive Limit: No available information
Flash Point > 200ᵒF (93.3°C)
Auto-ignition temperature No available information
Decomposition temperature No available information
pH 11 – 12 (estimated based on ingredient data)
Viscosity (cSt) No available information
Solubility in Water No available information
Partition coefficient n-octanol/water (Log Kow) No available information Vapor pressure (Pa) < 1 mmHg @ 20°C
Relative Density .93
Vapor Density No available information
Evaporation rate (Ether = 1) No available information
VOC Content INF-114 / INF-212- 3.10 (g/L)
Oxidising properties No available information
Explosive properties No available information
Kinematic Viscosity 14 (mm2/s @ 20ᵒC)
Bulk Density 7.75 lbs./gal. (0.93 kg/L)
Other information
No other relevant information.
SECTION 10. STABILITY AND REACTIVITY
Reactivity
Hazardous Polymerization will not occur.
Chemical stability
Stable under normal circumstances.
Possibility of hazardous reactions
No available information
Conditions to avoid
Avoid high temperatures and contact with incompatible material Incompatible materials
Any acidic material, ammonia, urea, oxidizable materials and metals such as nickel, copper, tin, aluminum and iron.
Hazardous decomposition products
No hazardous decomposition data available.
SECTION 11. TOXICOLOGICAL INFORMATION
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Acute toxicity
Note: When no route specific LD50 data is available for an acute toxin, the converted acute toxicity point estimate was used in the calculation of the product's ATE (Acute Toxicity Estimate).
Ingredient Oral LD50,
mg/kg
Skin LD50,
mg/kg
Inhalation
Vapor LC50,
mg/L/4hr
Inhalation
Dust/Mist LC50,
mg/L/4hr
Inhalation
Gas LC50,
ppm
Polyoxypropylenediamine - (9046-10-0)
2,885.00, Rat -
Category: 5
2,980.00, Rabbit -
Category: 5
No data
available.
No data available. No data
available.
Isophorone diamine - (2855-13-2)
1,030.00, Rat -
Category: 4
2,000.00, Rabbit -
Category: 4
No data
available.
5.02, Rat -
Category: NA
No data
available.
1,3-propanediamine, n,n''-1,2-ethanediylbis-
- (10563-26-5) No data available. No data available. No data available.
No data available. No data
available.
1,5-Pentanediamine, 2-methyl- - (15520-10-
2) 1,690.00, Rat -
Category: 4
No data available. No data
available.
No data available. No data
available.
p-tert-Butyl phenol - (98-54-4)
4,000.00, Rat -
Category: 5
No data available. No data
available.
5.60, Rat -
Category: NA
No data
available.
Carcinogen Data
CAS No. Ingredient Source Value
98-54-4 p-tert-Butyl phenol OSHA Regulated Carcinogen: No; NTP Known: No; Suspected: No;
IARC No
ACGIH No Established Limit
2855-13-2 Isophorone diamine OSHA Regulated Carcinogen: No; NTP Known: No; Suspected: No;
IARC No
ACGIH No Established Limit
9046-10-0 Polyoxypropylenediamine OSHA Regulated Carcinogen: No; NTP Known: No; Suspected: No;
IARC No
ACGIH No Established Limit
10563-26-5 1,3-propanediamine, n,n''-1,2-ethanediylbis- OSHA Regulated Carcinogen: No; NTP Known: No; Suspected: No;
IARC No
ACGIH No Established Limit
15520-10-2 1,5-Pentanediamine, 2-methyl- OSHA Regulated Carcinogen: No; NTP Known: No; Suspected: No;
IARC No
ACGIH No Established Limit
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Classification Category Hazard Description
Acute toxicity (oral) --- Not Applicable
Acute toxicity (dermal) --- Not Applicable
Acute toxicity (inhalation) --- Not Applicable
Skin corrosion/irritation 1B Causes severe skin burns and eye damage.
Serious eye damage/irritation 1 Causes serious eye damage.
Respiratory sensitization --- Not Applicable
Skin sensitization 1A May cause an allergic skin reaction.
Germ cell mutagenicity --- Not Applicable
Carcinogenicity --- Not Applicable
Reproductive toxicity 2 Suspected of damaging fertility.
STOT-single exposure --- Not Applicable
STOT-repeated exposure --- Not Applicable
Aspiration hazard --- Not Applicable
Possible routes of entry:
Inhalation, ingestion, skin contact, and skin absorption.
Symptoms and effects, both acute and delayed:
No specific symptom data available.
Reproductive or genetic defect hazard. Treat symptomatically.
Eyes Causes serious eye damage.
Skin May be harmful in contact with skin. May cause an allergic skin reaction. Causes severe skin burns and eye damage.
IngestionMay be harmful if swallowed.
SECTION 12. ECOLOGICAL INFORMATION
Toxicity
Harmful to aquatic life with long lasting effects.
Aquatic Ecotoxicity
Ingredient 96 hr LC50 fish,
mg/L
48 hr EC50
crustacea,
mg/L
ErC50 algae,
mg/L
Polyoxypropylenediamine - (9046-10-0)
15.00, Oncorhynchus
mykiss
80.00, Daphnia
magna
2.10, Pseudokirchneriella
subcapitata
Isophorone diamine - (2855-13-2)
110.00, Leuciscus idus 17.40, Daphnia
magna
37.00, Scenedesmus subspicatus
1,3-propanediamine, n,n''-1,2-ethanediylbis- -
(10563-26-5) No data available. No data available. No data available.
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Ingredient 96 hr LC50 fish,
mg/L
48 hr EC50
crustacea,
mg/L
ErC50 algae,
mg/L
1,5-Pentanediamine, 2-methyl- - (15520-10-2)
216.00, Leuciscus idus 50.00, Daphnia
magna
101.00, Pseudokirchnerella
subcapitata
p-tert-Butyl phenol - (98-54-4)
5.14, Pimephales
promelas
3.90, Daphnia
magna
No data available.
Persistence and degradability
There is no data available on the preparation itself.
Bioaccumulative potential
No available information
Mobility in soil
No available information
Results of PBT and vPvB assessment
This product contains PBT/vPvB/vPvM chemicals.
Other adverse effects
No available information
SECTION 13. DISPOSAL CONSIDERATIONS
Waste treatment methods
Observe all federal, provincial and local regulations when disposing of this substance.
SECTION 14. TRANSPORT INFORMATION
Not regulated for packages under 5L (1.3 gallons) or 5.0 kg (11 lbs).
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DOT (Domestic Surface
Transportation)
IMO / IMDG (Ocean
Transportation)
ICAO/IATA
UN number UN2735 UN2735 UN2735
UN proper
shipping
name
Polyamines, liquid, corrosive,
n.o.s. (2-Methylpentane-1,5-
diamine)
Polyamines, liquid, corrosive,
n.o.s. (2-Methylpentane-1,5-
diamine)
Polyamines, liquid, corrosive,
n.o.s. (2-Methylpentane-1,5-
diamine)
Transport
hazard
class(es)
Class: 8
Sub Class: Not Applicable
Class: 8
Sub Class: Not Applicable
Class: 8
Sub Class: Not Applicable
Packing group III III III
Environmental hazards
IMDG Marine Pollutant: No;
Special precautions for user
No available information
SECTION 15. REGULATORY INFORMATION
Regulatory
Overview
The regulatory data in Section 15 is not intended to be all-inclusive, only selected regulations are represented.
Classification of the substance or mixture under OSHA’s Hazard Communication Standard (1910.1200) revised 2024 (GHS revision 7)
Toxic Substance Control Act (TSCA)
CAS Number Ingredient Toxic Substance Control Act (TSCA) Comments Status 0010563-26-5 1,3-propanediamine, n,n''-1,2-ethanediylbis- Yes ACTIVE 0015520-10-2 1,5-Pentanediamine, 2-methyl- Yes ACTIVE
0002855-13-2 Isophorone diamine Yes ACTIVE
0000098-54-4 p-tert-Butyl phenol Yes ACTIVE
0009046-10-0 Polyoxypropylenediamine Yes XU ACTIVE
EPCRA 302 Extremely Hazardous:
To the best of our knowledge, there are no chemicals at levels which require reporting under this statute.
EPCRA 313 Toxic Chemicals:
To the best of our knowledge, there are no chemicals at levels which require reporting under this statute.
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Proposition 65 - Carcinogens (>0.0%):
To the best of our knowledge, there are no chemicals at levels which require reporting under this statute.
Proposition 65 - Developmental Toxins (>0.0%):
To the best of our knowledge, there are no chemicals at levels which require reporting under this statute.
Proposition 65 - Female Repro Toxins (>0.0%):
To the best of our knowledge, there are no chemicals at levels which require reporting under this statute.
Proposition 65 - Male Repro Toxins (>0.0%):
To the best of our knowledge, there are no chemicals at levels which require reporting under this statute.
Proposition 65 Label Warning:
This product contains no chemicals known to the State of California to cause cancer and birth defects or other reproductive harm.
SECTION 16. OTHER INFORMATION
Revision Date 11 November, 2025
The information and recommendations contained herein are based upon data believed to be correct.
However, no guarantee or warranty of any kind, expressed or implied, is made with respect to the information contained herein. We accept no responsibility and disclaim all liability for any harmful effects which may be caused by exposure to our products. Customers/users of this product must comply with all applicable health and safety laws, regulations, and orders.
The full text of the phrases appearing in section 3 is:
H302 Harmful if swallowed.
H311 Toxic in contact with skin.
H314 Causes severe skin burns and eye damage.
H315 Causes skin irritation.
H317 May cause an allergic skin reaction.
H318 Causes serious eye damage.
H332 Harmful if inhaled.
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H361 Suspected of damaging fertility or the unborn child.
H402 Harmful to aquatic life.
H410 Very toxic to aquatic life with long lasting effects.
End of Document
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SECTION 1. IDENTIFICATION
Product identifier
Product Identity PRO-SET® LAM-224 Hardener
Other means of identification Not Applicable
Relevant identified uses of the substance or mixture and uses advised against See Technical Data Sheet.
Details of the supplier of the safety data sheet
Company Name PRO-SET
Gougeon Brothers, Inc.
100 Patterson Ave.
Bay City, MI 48706, U.S.A.
Emergency
24 hour Emergency Telephone No. Transportation
CHEMTREC: 800-424-9300 (U.S.)
703-527-3887 (International)
Non-transportation
Poison Hotline: ................. 800-222-1222
Customer Service: PRO-SET
Gougeon Brothers, Inc.
866-937-8797
www.prosetepoxy.com
SECTION 2. HAZARD(S) IDENTIFICATION
This SDS is aligned with the Workplace Hazardous Materials Information System (WHMIS) and with the Globally Harmonized System of Classification and Labelling of Chemicals (GHS).
Classification of the substance or mixture
Acute toxicity(oral), category 4;H302 Harmful if swallowed.
Acute toxicity(dermal), category 4;H312 Harmful in contact with skin.
Skin corrosion/irritation category 1;H314 Causes severe skin burns and eye damage.
Serious eye damage / eye irritation, category
1;H318
Causes serious eye damage.
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Skin sensitizer category 1;H317 May cause an allergic skin reaction.
Reproductive toxicity, category 2;H361fd Suspected of damaging fertility. Suspected of damaging the unborn child.
Aquatic toxicity (acute), category 3;H402 Harmful to aquatic life.
Aquatic toxicity (chronic), category 2;H411 Toxic to aquatic life with long lasting effects.
Label elements
Danger
H302 Harmful if swallowed.
H312 Harmful in contact with skin.
H314 Causes severe skin burns and eye damage.
H317 May cause an allergic skin reaction.
H361Fd Suspected of damaging fertility. Suspected of damaging the unborn child.
H402 Harmful to aquatic life.
H411 Toxic to aquatic life with long lasting effects.
[Prevention]
P201 Obtain special instructions before use.
P202 Do not handle until all safety precautions have been read and understood.
P260 Do not breathe dust, fume, mist, vapours or spray.
P264 Wash thoroughly after handling.
P270 Do not eat, drink or smoke when using this product.
P272 Contaminated work clothing should not be allowed out of the workplace.
P273 Avoid release to the environment.
P280 Wear protective gloves, protective clothing, eye protection, face protection. [Response]
P301+312 IF SWALLOWED: Call a POISON CENTER, doctor or physician if you feel unwell.
P302+352 IF ON SKIN: Wash with plenty of soap and water.
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P303+361+353 IF ON SKIN (or hair): Remove, take off immediately all contaminated clothing. Rinse skin with water or shower.
P304+340 IF INHALED: Remove person to fresh air and keep comfortable for breathing.
P305+351+338 IF IN EYES: Rinse cautiously with water for several minutes. Remove contact lenses, if present and easy to do. Continue rinsing.
P308+313 IF exposed or concerned: Get medical advice or attention.
P310 Immediately call a POISON CENTER, doctor or physician.
P312 Call a POISON CENTER, doctor or physician if you feel unwell.
P301+330+331 IF SWALLOWED: Rinse mouth. Do NOT induce vomiting.
P333+313 If skin irritation or a rash occurs: Get medical advice or attention.
P362+364 Take off contaminated clothing and wash it before reuse.
P363 Wash contaminated clothing before reuse.
P391 Collect spillage.
[Storage]
P405 Store locked up.
[Disposal]
P501 Dispose of contents or container in accordance with local and national regulations.
Other hazards
This product contains PBT/vPvB/vPvM chemicals.
84852-15-3 Nonyl phenol Endocrine disruptor
98-54-4 p-tert-Butyl phenol Endocrine disruptor
Does NOT contain component(s) that meet a 'definition' of per & poly fluoroalkyl substance (PFAS) per the US EPA PFASMASTER combined list of PFAS chemicals.
SECTION 3. COMPOSITION/INFORMATION ON INGREDIENTS
This product contains the following substances that present a hazard within the meaning of the Hazardous Products Regulations.
Ingredient/Chemical Designations Weight
%
GHS Classification Notes
1-(2-Aminoethyl) piperazine
CAS Number: 140-31-8
Synonyms: 2-piperazin-1-ethylamine, 2-Piperazin-1-ylethylamine 30 - 60 Acute toxicity(oral),
category 4;H302
Skin corrosion/irritation
category 1B;H314
Skin sensitizer category
1;H317
Aquatic toxicity (chronic),
category 3;H412
Acute toxicity(dermal),
category 3;H311
----
m-phenylenebis(methylamine)
CAS Number: 1477-55-0
10 - 30 Acute toxicity(oral),
category 4;H302
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Ingredient/Chemical Designations Weight
%
GHS Classification Notes
Synonyms: 1,3-Benzenedimethanamine, 1,3-bis(aminomethyl)benzene, 1,3- Xylenediamine, alpha,alpha'-Diamino-m-xylene , Diamino-1,3-Xylol , m-Xylene- .alpha., .alpha.'-diamine, M-xylylenediamine, M-크실렌디아민, M. Xylylenđiamin , MXDA
Skin corrosion/irritation
category 1B;H314
Skin sensitizer category
1B;H317
Aquatic toxicity (chronic),
category 3;H412
Serious eye damage / eye
irritation, category 1;H318
Acute toxicity(inhalation),
category 4;H332
----
p-tert-Butyl phenol
CAS Number: 98-54-4
Synonyms: p-tert.butyl phenol
10 - 30 Skin corrosion/irritation
category 2;H315
Serious eye damage / eye
irritation, category 1;H318
Aquatic toxicity (chronic),
category 1;H410
Reproductive toxicity,
category 2;H361F
*PBT/vPvB
Trimethylhexamethylenediamine
CAS Number: 25620-58-0
Synonyms: ,"trimetilheksametilendiamin","id", Trimetylhexanmetylen điamin 10 - 30 Acute toxicity(oral),
category 4;H302
Skin corrosion/irritation
category 1;H314
Skin sensitizer category
1;H317
Aquatic toxicity (chronic),
category 3;H412
----
Formaldehyde polymer with 1,3-benzene dimethanamine and phenol CAS Number: 57214-10-5
Synonyms: Formaldehyde, oligomeric reaction products with phenol and mphenylenebis(methylamine) 10 - 30
----
1,3-propanediamine, n,n''-1,2-ethanediylbisCAS Number: 10563-26-5 Synonyms: No available information
7 - 13 Acute toxicity(oral),
category 4;H302
Acute toxicity(dermal),
category 3;H311
Skin corrosion/irritation
category 1;H314
Skin sensitizer category
1;H317
Serious eye damage / eye
irritation, category 1;H318
----
Nonyl phenol
CAS Number: 84852-15-3
Synonyms: 4-Nonylphenol, branched, Phenol, 4-nonyl-, branched 1 - 5 Reproductive toxicity,
category 2;H361fd
Acute toxicity(oral),
category 4;H302
Skin corrosion/irritation
category 1B;H314
Aquatic toxicity (acute),
category 1;H400
Aquatic toxicity (chronic),
category 1;H410
----
The actual concentration or concentration range is withheld as a trade secret. *PBT/vPvB - PBT, vPvM or vPvB-substance.
The full texts of the phrases are shown in Section 16.
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SECTION 4. FIRST AID MEASURES
Description of first aid measures
General In all cases of doubt, or when symptoms persist, seek medical attention.
Never give anything by mouth to an unconscious person.
InhalationRemove to fresh air, keep patient warm and at rest. If breathing is irregular or stopped, give artificial respiration. If unconscious, place in the recovery position and obtain immediate medical attention. Give nothing by mouth.
Eyes Irrigate copiously with clean water for at least 15 minutes, holding the eyelids apart and seek medical attention.
Skin Remove contaminated clothing. Wash skin thoroughly with soap and water or use a recognized skin cleanser.
Ingestion If swallowed obtain immediate medical attention. Keep at rest. Do NOT induce vomiting.
Most important symptoms and effects, both acute and delayed Overview No specific symptom data available.
Reproductive or genetic defect hazard. Treat symptomatically. See section 2 for further details.
Eyes Causes serious eye damage.
Skin Harmful in contact with skin. May cause an allergic skin reaction. Causes severe skin burns and eye damage.
Ingestion Harmful if swallowed.
SECTION 5. FIRE-FIGHTING MEASURES
Extinguishing media
Recommended extinguishing media; alcohol resistant foam, CO2, powder, water spray.
Unsuitable extinguishing media: Do not use; water jet.
Special hazards arising from the substance or mixture
Hazardous decomposition: No hazardous decomposition data available.
Do not breathe dust, fume, mist, vapours or spray.
Advice for fire-fighters
As with all fires, wear positive pressure, self-contained breathing apparatus, (SCBA) with a full face piece and protective clothing. Persons without respiratory protection should leave area. Wear SCBA during clean-up immediately after fire. No smoking.
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SECTION 6. ACCIDENTAL RELEASE MEASURES
Personal precautions, protective equipment and emergency procedures Put on appropriate personal protective equipment (see section 8).
Use good personal hygiene practices. Wash hands before eating, drinking, smoking or using toilet. Promptly remove soiled clothing and wash thoroughly before reuse.
Environmental precautions
Do not allow spills to enter drains or waterways.
Methods and material for containment and cleaning up
Ventilate the area and avoid breathing vapours. Take the personal protective measures listed in section 8.
Contain and absorb spillage with non-combustible materials e.g. sand, earth, and vermiculite. Place in closed containers outside buildings and dispose of according to the Waste Regulations.
SECTION 7. HANDLING AND STORAGE
Precautions for safe handling
Handle containers carefully to prevent damage and spillage.
See section 2 for further details. - [Prevention]
Conditions for safe storage, including any incompatibilities Incompatible materials: No available information
See section 2 for further details. - [Storage]
Specific end use(s)
No available information
SECTION 8. EXPOSURE CONTROLS / PERSONAL PROTECTION
Control parameters
Exposure Limits
CAS No. Ingredient Source Value
98-54-4 p-tert-Butyl phenol ACGIH No Established Limit
Alberta No Established Limit
British Columbia No Established Limit
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CAS No. Ingredient Source Value
Manitoba No Established Limit
New Brunswick No Established Limit
Newfoundland and Labrador No Established Limit
Nova Scotia No Established Limit
Northwest Territories No Established Limit
Nunavut No Established Limit
Ontario No Established Limit
Prince Edward Island No Established Limit
Quebec No Established Limit
Saskatchewan No Established Limit
Yukon No Established Limit
140-31-8 1-(2-Aminoethyl) piperazine ACGIH No Established Limit Alberta No Established Limit
British Columbia No Established Limit
Manitoba No Established Limit
New Brunswick No Established Limit
Newfoundland and Labrador No Established Limit
Nova Scotia No Established Limit
Northwest Territories No Established Limit
Nunavut No Established Limit
Ontario No Established Limit
Prince Edward Island No Established Limit
Quebec No Established Limit
Saskatchewan No Established Limit
Yukon No Established Limit
1477-55-0 m-phenylenebis(methylamine) ACGIH C 0.018 ppm Alberta No Established Limit
British Columbia No Established Limit
Manitoba No Established Limit
New Brunswick No Established Limit
Newfoundland and Labrador No Established Limit
Nova Scotia No Established Limit
Northwest Territories No Established Limit
Nunavut No Established Limit
Ontario No Established Limit
Prince Edward Island No Established Limit
Quebec No Established Limit
Saskatchewan No Established Limit
Yukon No Established Limit
10563-26-5 1,3-propanediamine, n,n''-1,2-ethanediylbis- ACGIH No Established Limit Alberta No Established Limit
British Columbia No Established Limit
Manitoba No Established Limit
New Brunswick No Established Limit
Newfoundland and Labrador No Established Limit
Nova Scotia No Established Limit
Northwest Territories No Established Limit
Nunavut No Established Limit
Ontario No Established Limit
Prince Edward Island No Established Limit
Quebec No Established Limit
Saskatchewan No Established Limit
Yukon No Established Limit
25620-58-0 Trimethylhexamethylenediamine ACGIH No Established Limit Alberta No Established Limit
British Columbia No Established Limit
Manitoba No Established Limit
New Brunswick No Established Limit
Newfoundland and Labrador No Established Limit
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Revision Date:
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CAS No. Ingredient Source Value
Nova Scotia No Established Limit
Northwest Territories No Established Limit
Nunavut No Established Limit
Ontario No Established Limit
Prince Edward Island No Established Limit
Quebec No Established Limit
Saskatchewan No Established Limit
Yukon No Established Limit
57214-10-5 Formaldehyde polymer with 1,3-benzene dimethanamine and phenol ACGIH No Established Limit Alberta No Established Limit
British Columbia No Established Limit
Manitoba No Established Limit
New Brunswick No Established Limit
Newfoundland and Labrador No Established Limit
Nova Scotia No Established Limit
Northwest Territories No Established Limit
Nunavut No Established Limit
Ontario No Established Limit
Prince Edward Island No Established Limit
Quebec No Established Limit
Saskatchewan No Established Limit
Yukon No Established Limit
84852-15-3 Nonyl phenol ACGIH No Established Limit
Alberta No Established Limit
British Columbia No Established Limit
Manitoba No Established Limit
New Brunswick No Established Limit
Newfoundland and Labrador No Established Limit
Nova Scotia No Established Limit
Northwest Territories No Established Limit
Nunavut No Established Limit
Ontario No Established Limit
Prince Edward Island No Established Limit
Quebec No Established Limit
Saskatchewan No Established Limit
Yukon No Established Limit
Exposure
controls
Respiratory If workers are exposed to concentrations above the exposure limit they must use the appropriate, certified respirators.
Eyes Wear safety glasses with side shields to protect the eyes. An eye wash station is suggested as a good workplace practice.
Skin Avoid skin contact. Wear PVC or rubber gloves to keep skin contact to a minimum. Refer to the manufacturer's recommendations regarding the suitability of any gloves used.
Engineering
Controls
Provide adequate ventilation. Where reasonably practicable this should be achieved by the use of local exhaust ventilation and good general extraction. If these are not sufficient to maintain concentrations of particulates and any vapour below occupational exposure limits suitable respiratory protection must be worn.
Other Work
Practices
Use good personal hygiene practices. Wash hands before eating, drinking, smoking or using toilet. Promptly remove soiled clothing and wash thoroughly before reuse.
See section 2 for further details.
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SECTION 9. PHYSICAL AND CHEMICAL PROPERTIES
Information on basic physical and chemical properties
Physical State Liquid
Color Colorless
Odour 類似胺氣味道
Odour threshold No available information
Melting point / freezing point No available information Initial boiling point and boiling range > 400°F (204°C) Flammability (solid, gas) Not Applicable
Upper/lower flammability or
explosive limits
Lower Explosive Limit: No available information
Upper Explosive Limit: No available information
Flash Point Estimated > 200ᵒF (93°C)
Auto-ignition temperature No available information
Decomposition temperature No available information
pH 11.4
Viscosity (cSt) No available information
Solubility in Water No available information
Partition coefficient n-octanol/water
(Log Kow)
No available information
Vapour pressure (Pa) < 1 mmHg @ 20°C
Relative Density 1.00
Vapour Density No available information
Evaporation rate (Ether = 1) No available information
VOC Content LAM-125 / LAM-224- 3.60 (g/L) LAM-135 / LAM-224- 1.66 (g/L) LAM145 / LAM-224- 1.13 (g/L) Oxidising properties No available information
Explosive properties No available information
Kinematic Viscosity 75 (mm2/s @ 20ᵒC)
Bulk Density 8.34 lbs./gal. (1.00 kg/L)
Other information
No other relevant information.
SECTION 10. STABILITY AND REACTIVITY
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Reactivity
Hazardous Polymerization will not occur.
Chemical stability
Stable under normal circumstances.
Possibility of hazardous reactions
No available information
Conditions to avoid
Avoid high temperatures and contact with incompatible material Incompatible materials
No available information
Hazardous decomposition products
No hazardous decomposition data available.
SECTION 11. TOXICOLOGICAL INFORMATION
Acute toxicity
Note: When no route specific LD50 data is available for an acute toxin, the converted acute toxicity point estimate was used in the calculation of the product's ATE (Acute Toxicity Estimate).
Ingredient Oral LD50,
mg/kg
Skin LD50,
mg/kg
Inhalation
vapour
LC50,
mg/L/4hr
Inhalation
Dust/Mist
LC50,
mg/L/4hr
Inhalation
Gas LC50,
ppm
1-(2-Aminoethyl) piperazine - (140-31-8)
> 1,000.00, Rat -
Category: NA
866.00, Rat -
Category: 3
No data
available.
No data
available.
No data
available.
m-phenylenebis(methylamine) - (1477-55-0)
930.00, Rat -
Category: 4
> 3,100.00, Rat -
Category: NA
No data
available.
1.60, Rat -
Category: 4
No data
available.
p-tert-Butyl phenol - (98-54-4)
4,000.00, Rat -
Category: 5
No data available. No data
available.
5.60, Rat -
Category: NA
No data
available.
Trimethylhexamethylenediamine - (25620-58-0)
910.00, Rat -
Category: 4
No data available. No data
available.
No data
available.
No data
available.
Formaldehyde polymer with 1,3-benzene
dimethanamine and phenol - (57214-10-5) No data available. No data available. No data available.
No data
available.
No data
available.
1,3-propanediamine, n,n''-1,2-ethanediylbis- -
(10563-26-5) No data available. No data available.
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Ingredient Oral LD50,
mg/kg
Skin LD50,
mg/kg
Inhalation
vapour
LC50,
mg/L/4hr
Inhalation
Dust/Mist
LC50,
mg/L/4hr
Inhalation
Gas LC50,
ppm
No data
available.
No data
available.
No data
available.
Nonyl phenol - (84852-15-3)
No data available. No data available. No data
available.
No data
available.
No data
available.
Carcinogen Data
CAS No. Ingredient Source Value
98-54-4 p-tert-Butyl phenol IARC No
ACGIH No Established Limit
140-31-8 1-(2-Aminoethyl) piperazine IARC No
ACGIH No Established Limit
1477-55-0 m-phenylenebis(methylamine) IARC No
ACGIH No Established Limit
10563-26-5 1,3-propanediamine, n,n''-1,2-ethanediylbis- IARC No ACGIH No Established Limit
25620-58-0 Trimethylhexamethylenediamine IARC No
ACGIH No Established Limit
57214-10-5 Formaldehyde polymer with 1,3-benzene dimethanamine and phenol IARC No ACGIH No Established Limit
84852-15-3 Nonyl phenol IARC No
ACGIH No Established Limit
Classification CategoryHazard Description
Acute toxicity (oral) 4 Harmful if swallowed.
Acute toxicity (dermal) 4 Harmful in contact with skin.
Acute toxicity (inhalation) --- Not Applicable
Skin corrosion/irritation 1 Causes severe skin burns and eye damage.
Serious eye
damage/irritation
1 Causes serious eye damage.
Respiratory sensitization --- Not Applicable
Skin sensitization 1 May cause an allergic skin reaction.
Germ cell mutagenicity --- Not Applicable
Carcinogenicity --- Not Applicable
Reproductive toxicity 2 Suspected of damaging fertility. Suspected of damaging the unborn child.
STOT-single exposure --- Not Applicable
STOT-repeated exposure --- Not Applicable
Aspiration hazard --- Not Applicable
Possible routes of entry:
Inhalation, ingestion, skin contact, and skin absorption.
Symptoms and effects, both acute and delayed:
No specific symptom data available.
Reproductive or genetic defect hazard. Treat symptomatically.
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Eyes Causes serious eye damage.
Skin Harmful in contact with skin. May cause an allergic skin reaction. Causes severe skin burns and eye damage.
IngestionHarmful if swallowed.
SECTION 12. ECOLOGICAL INFORMATION
Toxicity
Toxic to aquatic life with long lasting effects.
Aquatic Ecotoxicity
Ingredient 96 hr LC50 fish,
mg/L
48 hr EC50
crustacea,
mg/L
ErC50 algae,
mg/L
1-(2-Aminoethyl) piperazine - (140-31-8)
100.00, Oncorhynchus
mykiss
32.00, Daphnia
magna
495.00, Pseudokirchneriella
subcapitata
m-phenylenebis(methylamine) - (1477-55-0)
87.60, Oryzias latipes 28.00, Daphnia
magna
20.30, raphidocelis subcapitata
p-tert-Butyl phenol - (98-54-4)
5.14, Pimephales
promelas
3.90, Daphnia
magna
No data available.
Trimethylhexamethylenediamine - (25620-58-0)
172.00, Leuciscus idus 31.50, Daphnia
magna
29.50, Scenedesmus
subspicatus
Formaldehyde polymer with 1,3-benzene dimethanamine and phenol - (57214-10-5) No data available. No data
available.
No data available.
1,3-propanediamine, n,n''-1,2-ethanediylbis- - (10563-26-5) No data available. No data
available.
No data available.
Nonyl phenol - (84852-15-3)
0.13, fathead minnow 0.06, Algae No data available.
Persistence and degradability
There is no data available on the preparation itself.
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Bioaccumulative potential
No available information
Mobility in soil
No available information
Results of PBT and vPvB assessment
This product contains PBT/vPvB/vPvM chemicals.
Other adverse effects
No available information
SECTION 13. DISPOSAL CONSIDERATIONS
Waste treatment methods
Observe all federal, provincial and local regulations when disposing of this substance.
SECTION 14. TRANSPORT INFORMATION
Not regulated for packages under 5L (1.3 gallons) or 5.0 kg (11 lbs).
Classification Method: Classified as per Part 2, Sections 2.1-2.8 of the Transportation of Dangerous Goods Regulations.
TDG (Domestic Surface
Transportation)
IMO / IMDG (Ocean
Transportation)
ICAO/IATA
UN number UN2735 UN2735 UN2735
UN proper
shipping
name
Polyamines, liquid, corrosive,
n.o.s. (Benzene-1,3-
dimethanamine)
Polyamines, liquid, corrosive,
n.o.s. (Benzene-1,3-
dimethanamine)
Polyamines, liquid, corrosive,
n.o.s. (Benzene-1,3-
dimethanamine)
Transport
hazard
class(es)
Class:8
Sub Class:Not Applicable
Class:8
Sub Class:Not Applicable
Class:8
Sub Class:Not Applicable
Packing group III III III
Environmental hazards
IMDG Marine Pollutant: Yes; ( p-tert-Butyl phenol )
Special precautions for user
No available information
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SECTION 15. REGULATORY INFORMATION
This product has been classified in accordance with the hazard criteria Hazardous Products Regulations (SOR/2015-17 amended 2022-12-15) and the SDS contains all of the information required by those regulations.
Canadian Domestic Substance List (DSL):
1,3-propanediamine, n,n''-1,2-ethanediylbis1-(2-Aminoethyl) piperazine Formaldehyde polymer with 1,3-benzene dimethanamine and phenol m-phenylenebis(methylamine)
Nonyl phenol
p-tert-Butyl phenol
Trimethylhexamethylenediamine
Canadian Non-Domestic Substance List (NDSL):
To the best of our knowledge, there are no chemicals at levels which require reporting under this statute.
SECTION 16. OTHER INFORMATION
Revision Date 11 November, 2025
The information and recommendations contained herein are based upon data believed to be correct.
However, no guarantee or warranty of any kind, expressed or implied, is made with respect to the information contained herein. We accept no responsibility and disclaim all liability for any harmful effects which may be caused by exposure to our products. Customers/users of this product must comply with all applicable health and safety laws, regulations, and orders.
The full text of the phrases appearing in section 3 is:
H302 Harmful if swallowed.
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H311 Toxic in contact with skin.
H314 Causes severe skin burns and eye damage.
H315 Causes skin irritation.
H317 May cause an allergic skin reaction.
H318 Causes serious eye damage.
H332 Harmful if inhaled.
H361 Suspected of damaging fertility or the unborn child.
H400 Very toxic to aquatic life.
H410 Very toxic to aquatic life with long lasting effects.
H412 Harmful to aquatic life with long lasting effects.
End of Document
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PRO-SET® LAM-229 Hardener
Revision Date:
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1 / 17
SECTION 1. IDENTIFICATION
Product identifier
Product Identity PRO-SET® LAM-229 Hardener
Other means of identification PRO-SET® LAM-229 Hardener Relevant identified uses of the substance or mixture and uses advised against See Technical Data Sheet.
Details of the supplier of the safety data sheet
Company Name PRO-SET
Gougeon Brothers, Inc.
100 Patterson Ave.
Bay City, MI 48706, U.S.A.
Emergency
24 hour Emergency Telephone No. Transportation
CHEMTREC: 800-424-9300 (U.S.)
703-527-3887 (International)
Non-transportation
Poison Hotline: ................. 800-222-1222
Customer Service: 866-937-8797
www.prosetepoxy.com
SECTION 2. HAZARD(S) IDENTIFICATION
Classification of the substance or mixture under OSHA’s Hazard Communication Standard (1910.1200) revised 2024 (GHS revision 7)
Acute toxicity(oral), category 4;H302 Harmful if swallowed.
Skin corrosion/irritation category 1;H314 Causes severe skin burns and eye damage.
Serious eye damage / eye irritation, category
1;H318
Causes serious eye damage.
Skin sensitizer category 1;H317 May cause an allergic skin reaction.
Reproductive toxicity, category 2;H361F Suspected of damaging fertility.
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Specific target organ toxicity, repeated
exposure category 2;H373
May cause damage to organs through prolonged or repeated exposure. Specific Target Organs: (kidneys)
Aquatic toxicity (acute), category 3;H402 Harmful to aquatic life.
Aquatic toxicity (chronic), category 2;H411 Toxic to aquatic life with long lasting effects.
Label elements
Danger
H302 Harmful if swallowed.
H314 Causes severe skin burns and eye damage.
H317 May cause an allergic skin reaction.
H361f Suspected of damaging fertility.
H373 May cause damage to organs through prolonged or repeated exposure.
H402 Harmful to aquatic life.
H411 Toxic to aquatic life with long lasting effects.
[Prevention]
P201 Obtain special instructions before use.
P202 Do not handle until all safety precautions have been read and understood.
P260 Do not breathe dust, fume, mist, vapors or spray.
P264 Wash thoroughly after handling.
P270 Do not eat, drink or smoke when using this product.
P272 Contaminated work clothing should not be allowed out of the workplace.
P273 Avoid release to the environment.
P280 Wear protective gloves, protective clothing, eye protection, face protection. [Response]
P301+312 IF SWALLOWED: Call a POISON CENTER, doctor or physician if you feel unwell.
P302+312 IF ON SKIN: Call a POISON CENTER or doctor , physician if you feel unwell P303+361+353 IF ON SKIN (or hair): Remove, take off immediately all contaminated clothing. Rinse skin with water or shower.
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P304+340 IF INHALED: Remove person to fresh air and keep comfortable for breathing.
P305+351+338 IF IN EYES: Rinse cautiously with water for several minutes. Remove contact lenses, if present and easy to do. Continue rinsing.
P308+313 IF exposed or concerned: Get medical advice or attention.
P310 Immediately call a POISON CENTER, doctor or physician.
P314 Get Medical advice or attention if you feel unwell.
P301+330+331 IF SWALLOWED: Rinse mouth. Do NOT induce vomiting.
P333+313 If skin irritation or a rash occurs: Get medical advice or attention.
P362+364 Take off contaminated clothing and wash it before reuse.
P363 Wash contaminated clothing before reuse.
P391 Collect spillage.
[Storage]
P405 Store locked up.
[Disposal]
P501 Dispose of contents or container in accordance with local and national regulations.
Other hazards
This product contains PBT/vPvB/vPvM chemicals.
98-54-4 p-tert-Butyl phenol Endocrine disruptor
Does NOT contain component(s) that meet a 'definition' of per & poly fluoroalkyl substance (PFAS) per the US EPA PFASMASTER combined list of PFAS chemicals.
SECTION 3. COMPOSITION/INFORMATION ON INGREDIENTS
This product contains the following substances that present a hazard within the meaning of the OSHA’s Hazard Communication Standard (1910.1200) revised 2024 (GHS revision 7).
Ingredient/Chemical Designations Weight
%
GHS Classification Notes
Isophorone diamine
CAS Number: 2855-13-2
Synonyms: Isophoron điamin
10 - 30 Acute toxicity(oral), category
4;H302
Skin corrosion/irritation
category 1B;H314
Serious eye damage / eye
irritation, category 1;H318
Skin sensitizer category
1A;H317 C ≥ 0,001 %
No data
available
Polyoxypropylenediamine
CAS Number: 9046-10-0
Synonyms: No available information
10 - 30 Skin corrosion/irritation
category 1C;H314
Serious eye damage / eye
irritation, category 1;H318
Aquatic toxicity (acute),
category 3;H402
No data
available
Poly[oxy(methyl-1,2-ethanediyl)], .alpha.-hydro-.omega.-(2- aminomethylethoxy)-, ether with 2-ethyl-2-(hydroxymethyl)-1,3 10 - 30 Acute toxicity(oral), category
4;H302
Acute toxicity(dermal),
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Ingredient/Chemical Designations Weight
%
GHS Classification Notes
CAS Number: 39423-51-3
Synonyms: No available information
category 4;H312
Serious eye damage / eye
irritation, category 1;H318
Aquatic toxicity (chronic),
category 2;H411
No data
available
Formaldehyde, polymer with benzenamine, hydrogenated
CAS Number: 135108-88-2
Synonyms: polymeric cycloaliphatic amines, 2,4-bis[(4-
aminocyclohexyl)methyl]aniline, Copolymer of aniline and formaldehyde, hydrogenated, Methyleneoxide Polymer with Benzenamine, Hydrogenated 10 - 30 Acute toxicity(oral), category
3;H301
Skin corrosion/irritation
category 1;H314
Skin sensitizer category
1;H317
Specific target organ
toxicity, repeated exposure
category 2;H373
Aquatic toxicity (chronic),
category 3;H412
No data
available
4,4'-Diaminodicyclohexylmethane
CAS Number: 1761-71-3
Synonyms: 4,4'-methylenebis(cyclohexylamine), 4,4'-
디아미노디시클로헥실메탄, Cyclohexanamine, 4,4'-methylenebis7 - 13 Acute toxicity(oral), category 4;H302
Skin sensitizer category
1;H317
Skin corrosion/irritation
category 1B;H314
No data
available
1,3-propanediamine, n,n''-1,2-ethanediylbisCAS Number: 10563-26-5 Synonyms: No available information
3 - 7 Acute toxicity(oral), category
4;H302
Acute toxicity(dermal),
category 3;H311
Skin corrosion/irritation
category 1;H314
Skin sensitizer category
1;H317
Serious eye damage / eye
irritation, category 1;H318
No data
available
1-(2-Aminoethyl) piperazine
CAS Number: 140-31-8
Synonyms: 2-piperazin-1-ethylamine, 2-Piperazin-1-ylethylamine 1 - 5 Acute toxicity(oral), category
4;H302
Skin corrosion/irritation
category 1B;H314
Skin sensitizer category
1;H317
Aquatic toxicity (chronic),
category 3;H412
Acute toxicity(dermal),
category 3;H311
No data
available
m-phenylenebis(methylamine)
CAS Number: 1477-55-0
Synonyms: 1,3-Benzenedimethanamine, 1,3-bis(aminomethyl)benzene, 1,3- Xylenediamine, alpha,alpha'-Diamino-m-xylene , Diamino-1,3-Xylol , m-Xylene- .alpha., .alpha.'-diamine, M-xylylenediamine, M-크실렌디아민, M.
Xylylenđiamin , MXDA
0.5 -
1.5 Acute toxicity(oral), category
4;H302
Skin corrosion/irritation
category 1B;H314
Skin sensitizer category
1B;H317
Aquatic toxicity (chronic),
category 3;H412
Serious eye damage / eye
irritation, category 1;H318
Acute toxicity(inhalation),
category 4;H332
No data
available
p-tert-Butyl phenol
CAS Number: 98-54-4
Synonyms: p-tert.butyl phenol
0.5 -
1.5 Skin corrosion/irritation
category 2;H315
Serious eye damage / eye
irritation, category 1;H318
*PBT/vPvB
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Revision Date:
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5 / 17
Ingredient/Chemical Designations Weight
%
GHS Classification Notes
Aquatic toxicity (chronic),
category 1;H410
Reproductive toxicity,
category 2;H361F
Trimethylhexamethylenediamine
CAS Number: 25620-58-0
Synonyms: ,"trimetilheksametilendiamin","id", Trimetylhexanmetylen điamin
0.5 -
1.5 Acute toxicity(oral), category
4;H302
Skin corrosion/irritation
category 1;H314
Skin sensitizer category
1;H317
Aquatic toxicity (chronic),
category 3;H412
No data
available
The actual concentration or concentration range is withheld as a trade secret. *PBT/vPvB - PBT, vPvM or vPvB-substance.
The full texts of the phrases are shown in Section 16.
SECTION 4. FIRST AID MEASURES
Description of first aid measures
General In all cases of doubt, or when symptoms persist, seek medical attention.
Never give anything by mouth to an unconscious person.
InhalationRemove to fresh air, keep patient warm and at rest. If breathing is irregular or stopped, give artificial respiration. If unconscious, place in the recovery position and obtain immediate medical attention. Give nothing by mouth.
Eyes Irrigate copiously with clean water for at least 15 minutes, holding the eyelids apart and seek medical attention.
Skin Remove contaminated clothing. Wash skin thoroughly with soap and water or use a recognized skin cleanser.
Ingestion If swallowed obtain immediate medical attention. Keep at rest. Do NOT induce vomiting.
Most important symptoms and effects, both acute and delayed Overview No specific symptom data available.
Reproductive or genetic defect hazard. Treat symptomatically. See section 2 for further details.
Eyes Causes serious eye damage.
Skin May cause an allergic skin reaction. Causes severe skin burns and eye damage.
Ingestion Harmful if swallowed.
SECTION 5. FIRE-FIGHTING MEASURES
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Extinguishing media
Recommended extinguishing media; alcohol resistant foam, CO2, powder, water spray.
Unsuitable extinguishing media: Do not use; water jet.
Special hazards arising from the substance or mixture
Hazardous decomposition: No hazardous decomposition data available.
Do not breathe dust, fume, mist, vapors or spray.
Advice for fire-fighters
As with all fires, wear positive pressure, self-contained breathing apparatus, (SCBA) with a full face piece and protective clothing. Persons without respiratory protection should leave area. Wear SCBA during clean-up immediately after fire. No smoking.
ERG Guide No. 154
SECTION 6. ACCIDENTAL RELEASE MEASURES
Personal precautions, protective equipment and emergency procedures Put on appropriate personal protective equipment (see section 8).
Use good personal hygiene practices. Wash hands before eating, drinking, smoking or using toilet. Promptly remove soiled clothing and wash thoroughly before reuse.
Environmental precautions
Do not allow spills to enter drains or waterways.
Methods and material for containment and cleaning up
Ventilate the area and avoid breathing vapors. Take the personal protective measures listed in section 8.
Contain and absorb spillage with non-combustible materials e.g. sand, earth, and vermiculite. Place in closed containers outside buildings and dispose of according to the Waste Regulations.
SECTION 7. HANDLING AND STORAGE
Precautions for safe handling
Handle containers carefully to prevent damage and spillage.
See section 2 for further details. - [Prevention]
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Conditions for safe storage, including any incompatibilities Incompatible materials: Any acidic material, ammonia, urea, oxidizable materials and metals such as nickel, copper, tin, aluminum and iron.
See section 2 for further details. - [Storage]
Specific end use(s)
No available information
SECTION 8. EXPOSURE CONTROLS / PERSONAL PROTECTION
Control parameters
Exposure Limits
CAS No. Ingredient Source Value
98-54-4 p-tert-Butyl phenol OSHA No Established
Limit
ACGIH No Established
Limit
NIOSH No Established
Limit
140-31-8 1-(2-Aminoethyl) piperazine OSHA No Established Limit
ACGIH No Established
Limit
NIOSH No Established
Limit
1477-55-0 m-phenylenebis(methylamine) OSHA No Established Limit
ACGIH C 0.018 ppm
NIOSH C 0.1 mg/m3[skin]
1761-71-3 4,4'-Diaminodicyclohexylmethane OSHA No Established Limit
ACGIH No Established
Limit
NIOSH No Established
Limit
2855-13-2 Isophorone diamine OSHA No Established
Limit
ACGIH No Established
Limit
NIOSH No Established
Limit
9046-10-0 Polyoxypropylenediamine OSHA No Established
Limit
ACGIH No Established
Limit
NIOSH No Established
Limit
10563-26-5 1,3-propanediamine, n,n''-1,2-ethanediylbis- OSHA No Established Limit
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CAS No. Ingredient Source Value
ACGIH No Established
Limit
NIOSH No Established
Limit
25620-58-0 Trimethylhexamethylenediamine OSHA No Established Limit
ACGIH No Established
Limit
NIOSH No Established
Limit
39423-51-3 Poly[oxy(methyl-1,2-ethanediyl)], .alpha.-hydro-.omega.-(2-aminomethylethoxy)-, ether with 2- ethyl-2-(hydroxymethyl)-1,3
OSHA No Established
Limit
ACGIH No Established
Limit
NIOSH No Established
Limit
135108-88-
2 Formaldehyde, polymer with benzenamine, hydrogenated OSHA No Established Limit
ACGIH No Established
Limit
NIOSH No Established
Limit
Exposure
controls
Respiratory Use NIOSH/MSHA approved respirator, following manufacturer's recommendations when concentrations exceed permissible exposure limits.
Eyes Wear safety glasses with side shields to protect the eyes. An eye wash station is suggested as a good workplace practice.
Skin Chemical resistant clothing such as coveralls/apron and boots should be worn. Chemical impervious gloves required.
Engineering
Controls
Provide adequate ventilation. Where reasonably practicable this should be achieved by the use of local exhaust ventilation and good general extraction. If these are not sufficient to maintain concentrations of particulates and any vapor below occupational exposure limits suitable respiratory protection must be worn.
Other Work
Practices
Use good personal hygiene practices. Wash hands before eating, drinking, smoking or using toilet. Promptly remove soiled clothing and wash thoroughly before reuse.
See section 2 for further details.
SECTION 9. PHYSICAL AND CHEMICAL PROPERTIES
Information on basic physical and chemical properties
Physical State Liquid
Color Amber
Odor 類似胺氣味道
Odor threshold No available information
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Revision Date:
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9 / 17
Melting point / freezing point No available information Initial boiling point and boiling range > 400°F (204°C) Flammability (solid, gas) Not Applicable
Upper/lower flammability or
explosive limits
Lower Explosive Limit: No available information
Upper Explosive Limit: No available information
Flash Point > 200ᵒF (93°C)
Auto-ignition temperature No available information
Decomposition temperature No available information
pH >11.0 and <12.5
Viscosity (cSt) No available information
Solubility in Water No available information
Partition coefficient n-octanol/water
(Log Kow)
No available information
Vapor pressure (Pa) < 1 mmHg @ 20°C
Relative Density .95
Vapor Density No available information
Evaporation rate (Ether = 1) No available information
VOC Content LAM-125 / LAM-229- 3.86(g/L) LAM-135 / LAM-229- 1.28(g/L) LAM145 / LAM-229- 1.44(g/L) Oxidising properties No available information
Explosive properties No available information
Kinematic Viscosity 15.0 (mm2/s @ 40ᵒC)
Bulk Density 7.92 lbs./gal. (0.95 kg/L)
Other information
No other relevant information.
SECTION 10. STABILITY AND REACTIVITY
Reactivity
Hazardous Polymerization will not occur.
Chemical stability
Stable under normal circumstances.
Possibility of hazardous reactions
No available information
Conditions to avoid
Avoid high temperatures and contact with incompatible material Incompatible materials
Any acidic material, ammonia, urea, oxidizable materials and metals such as nickel, copper, tin, aluminum and iron.
Hazardous decomposition products
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10 / 17
No hazardous decomposition data available.
SECTION 11. TOXICOLOGICAL INFORMATION
Acute toxicity
Note: When no route specific LD50 data is available for an acute toxin, the converted acute toxicity point estimate was used in the calculation of the product's ATE (Acute Toxicity Estimate).
Ingredient Oral LD50,
mg/kg
Skin LD50,
mg/kg
Inhalation
Vapor
LC50,
mg/L/4hr
Inhalation
Dust/Mist
LC50,
mg/L/4hr
Inhalation
Gas LC50,
ppm
Isophorone diamine - (2855-13-2)
1,030.00, Rat -
Category: 4
2,000.00,
Rabbit -
Category: 4
No data
available.
5.02, Rat -
Category: NA
No data
available.
Polyoxypropylenediamine - (9046-10-0)
2,885.00, Rat -
Category: 5
2,980.00,
Rabbit -
Category: 5
No data
available.
No data
available.
No data
available.
Poly[oxy(methyl-1,2-ethanediyl)], .alpha.-hydro-.omega.-(2- aminomethylethoxy)-, ether with 2-ethyl-2-(hydroxymethyl)- 1,3 - (39423-51-3) 550.00, Rat -
Category: 4
> 1,000.00, Rat -
Category: NA
No data
available.
No data
available.
No data
available.
Formaldehyde, polymer with benzenamine, hydrogenated -
(135108-88-2) 367.00, Rat -
Category: 4
> 1,000.00,
Rabbit -
Category: NA
No data
available.
No data
available.
No data
available.
4,4'-Diaminodicyclohexylmethane - (1761-71-3)
1,000.00, Rat -
Category: 4
2,110.00,
Rabbit -
Category: 5
No data
available.
No data
available.
No data
available.
1,3-propanediamine, n,n''-1,2-ethanediylbis- - (10563-26-5) No data
available.
No data
available.
No data
available.
No data
available.
No data
available.
1-(2-Aminoethyl) piperazine - (140-31-8)
> 1,000.00, Rat
- Category: NA
866.00, Rat -
Category: 3
No data
available.
No data
available.
No data
available.
m-phenylenebis(methylamine) - (1477-55-0)
930.00, Rat -
Category: 4
> 3,100.00, Rat -
Category: NA
No data
available.
1.60, Rat -
Category: 4
No data
available.
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11 / 17
Ingredient Oral LD50,
mg/kg
Skin LD50,
mg/kg
Inhalation
Vapor
LC50,
mg/L/4hr
Inhalation
Dust/Mist
LC50,
mg/L/4hr
Inhalation
Gas LC50,
ppm
p-tert-Butyl phenol - (98-54-4)
4,000.00, Rat -
Category: 5
No data
available.
No data
available.
5.60, Rat -
Category: NA
No data
available.
Trimethylhexamethylenediamine - (25620-58-0)
910.00, Rat -
Category: 4
No data
available.
No data
available.
No data
available.
No data
available.
Carcinogen Data
CAS No. Ingredient Source Value
98-54-4 p-tert-Butyl phenol OSHA Regulated Carcinogen:
No;
NTP Known: No;
Suspected: No;
IARC No
ACGIH No Established Limit
140-31-8 1-(2-Aminoethyl) piperazine OSHA Regulated Carcinogen:
No;
NTP Known: No;
Suspected: No;
IARC No
ACGIH No Established Limit
1477-55-0 m-phenylenebis(methylamine) OSHA Regulated Carcinogen:
No;
NTP Known: No;
Suspected: No;
IARC No
ACGIH No Established Limit
1761-71-3 4,4'-Diaminodicyclohexylmethane OSHA Regulated Carcinogen:
No;
NTP Known: No;
Suspected: No;
IARC No
ACGIH No Established Limit
2855-13-2 Isophorone diamine OSHA Regulated Carcinogen:
No;
NTP Known: No;
Suspected: No;
IARC No
ACGIH No Established Limit
9046-10-0 Polyoxypropylenediamine OSHA Regulated Carcinogen:
No;
NTP Known: No;
Suspected: No;
IARC No
ACGIH No Established Limit
10563-26-
5 1,3-propanediamine, n,n''-1,2-ethanediylbis- OSHA Regulated Carcinogen:
No;
NTP Known: No;
Suspected: No;
IARC No
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12 / 17
CAS No. Ingredient Source Value
ACGIH No Established Limit
25620-58-
0 Trimethylhexamethylenediamine OSHA Regulated Carcinogen:
No;
NTP Known: No;
Suspected: No;
IARC No
ACGIH No Established Limit
39423-51-
3 Poly[oxy(methyl-1,2-ethanediyl)], .alpha.-hydro-.omega.-(2-aminomethylethoxy)-, ether with 2-ethyl-2-(hydroxymethyl)-1,3
OSHA Regulated Carcinogen:
No;
NTP Known: No;
Suspected: No;
IARC No
ACGIH No Established Limit
135108-
88-2
Formaldehyde, polymer with benzenamine, hydrogenated OSHA Regulated Carcinogen:
No;
NTP Known: No;
Suspected: No;
IARC No
ACGIH No Established Limit
Classification CategoryHazard Description
Acute toxicity (oral) 4 Harmful if swallowed.
Acute toxicity (dermal) --- Not Applicable
Acute toxicity (inhalation) --- Not Applicable
Skin corrosion/irritation 1 Causes severe skin burns and eye damage.
Serious eye
damage/irritation
1 Causes serious eye damage.
Respiratory sensitization --- Not Applicable
Skin sensitization 1 May cause an allergic skin reaction.
Germ cell mutagenicity --- Not Applicable
Carcinogenicity --- Not Applicable
Reproductive toxicity 2 Suspected of damaging fertility.
STOT-single exposure --- Not Applicable
STOT-repeated exposure 2 May cause damage to organs through prolonged or repeated exposure.
Aspiration hazard --- Not Applicable
Possible routes of entry:
Inhalation, ingestion, skin contact, and skin absorption.
Symptoms and effects, both acute and delayed:
No specific symptom data available.
Reproductive or genetic defect hazard. Treat symptomatically.
Eyes Causes serious eye damage.
Skin May be harmful in contact with skin. May cause an allergic skin reaction. Causes severe skin burns and eye damage.
IngestionHarmful if swallowed.
SECTION 12. ECOLOGICAL INFORMATION
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13 / 17
Toxicity
Toxic to aquatic life with long lasting effects.
Aquatic Ecotoxicity
Ingredient 96 hr LC50 fish,
mg/L
48 hr EC50
crustacea,
mg/L
ErC50 algae,
mg/L
Isophorone diamine - (2855-13-2)
110.00, Leuciscus
idus
17.40, Daphnia
magna
37.00, Scenedesmus
subspicatus
Polyoxypropylenediamine - (9046-10-0)
15.00,
Oncorhynchus
mykiss
80.00, Daphnia
magna
2.10, Pseudokirchneriella
subcapitata
Poly[oxy(methyl-1,2-ethanediyl)], .alpha.-hydro-.omega.-(2- aminomethylethoxy)-, ether with 2-ethyl-2-(hydroxymethyl)-1,3 - (39423-51-3) >= 18.00,
Oncorhynchus
mykiss
13.00, Daphnia
magna
4.40, Raphidocelis
subcapitata
Formaldehyde, polymer with benzenamine, hydrogenated - (135108- 88-2) No data available. No data
available.
No data available.
4,4'-Diaminodicyclohexylmethane - (1761-71-3)
46.00, Leuciscus
idus
6.84, Daphnia
magna
140.00, Algae
1,3-propanediamine, n,n''-1,2-ethanediylbis- - (10563-26-5) No data available. No data
available.
No data available.
1-(2-Aminoethyl) piperazine - (140-31-8)
100.00,
Oncorhynchus
mykiss
32.00, Daphnia
magna
495.00,
Pseudokirchneriella
subcapitata
m-phenylenebis(methylamine) - (1477-55-0)
87.60, Oryzias
latipes
28.00, Daphnia
magna
20.30, raphidocelis
subcapitata
p-tert-Butyl phenol - (98-54-4)
5.14, Pimephales
promelas
3.90, Daphnia
magna
No data available.
Trimethylhexamethylenediamine - (25620-58-0)
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14 / 17
Ingredient 96 hr LC50 fish,
mg/L
48 hr EC50
crustacea,
mg/L
ErC50 algae,
mg/L
172.00, Leuciscus
idus
31.50, Daphnia
magna
29.50, Scenedesmus
subspicatus
Persistence and degradability
There is no data available on the preparation itself.
Bioaccumulative potential
No available information
Mobility in soil
No available information
Results of PBT and vPvB assessment
This product contains PBT/vPvB/vPvM chemicals.
Other adverse effects
No available information
SECTION 13. DISPOSAL CONSIDERATIONS
Waste treatment methods
Observe all federal, provincial and local regulations when disposing of this substance.
SECTION 14. TRANSPORT INFORMATION
Not regulated for packages under 5L (1.3 gallons) or 5.0 kg (11 lbs).
DOT (Domestic Surface
Transportation)
IMO / IMDG (Ocean
Transportation)
ICAO/IATA
UN number UN2735 UN2735 UN2735
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15 / 17
UN proper
shipping
name
Polyamines, liquid, corrosive,
n.o.s(
Polyoxypropylenediamine)
Polyamines, liquid, corrosive,
n.o.s(
Polyoxypropylenediamine)
Polyamines, liquid, corrosive,
n.o.s(
Polyoxypropylenediamine)
Transport
hazard
class(es)
Class: 8
Sub Class: Not Applicable
Class: 8
Sub Class: Not Applicable
Class: 8
Sub Class: Not Applicable
Packing
group
III III III
Environmental hazards
IMDG Marine Pollutant: Yes; ( Poly[oxy(methyl-1,2-ethanediyl)], .alpha.-hydro-.omega.-(2- aminomethylethoxy)-, ether with 2-ethyl-2-(hydroxymethyl)-1,3 ) Special precautions for user
No available information
SECTION 15. REGULATORY INFORMATION
Regulatory
Overview
The regulatory data in Section 15 is not intended to be all-inclusive, only selected regulations are represented.
Classification of the substance or mixture under OSHA’s Hazard Communication Standard (1910.1200) revised 2024 (GHS revision 7)
Toxic Substance Control Act (TSCA)
CAS
Number
Ingredient Toxic Substance
Control Act (TSCA)
Comments Status
0010563-
26-5
1,3-propanediamine, n,n''-1,2-ethanediylbis- Yes ACTIVE 0000140-
31-8
1-(2-Aminoethyl) piperazine Yes ACTIVE
0001761-
71-3
4,4'-Diaminodicyclohexylmethane Yes ACTIVE
0135108-
88-2
Formaldehyde, polymer with benzenamine, hydrogenated Yes UVCB PMN; XU
ACTIVE
0002855-
13-2
Isophorone diamine Yes ACTIVE
0001477-
55-0
m-phenylenebis(methylamine) Yes ACTIVE
0000098-
54-4
p-tert-Butyl phenol Yes ACTIVE
0039423-
51-3
Poly[oxy(methyl-1,2-ethanediyl)], .alpha.-hydro-.omega.-(2- aminomethylethoxy)-, ether with 2-ethyl-2-(hydroxymethyl)-1,3 Yes XU ACTIVE
0009046-
10-0
Polyoxypropylenediamine Yes XU ACTIVE
0025620-
58-0
Trimethylhexamethylenediamine Yes ACTIVE
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EPCRA 302 Extremely Hazardous:
To the best of our knowledge, there are no chemicals at levels which require reporting under this statute.
EPCRA 313 Toxic Chemicals:
To the best of our knowledge, there are no chemicals at levels which require reporting under this statute.
Proposition 65 - Carcinogens (>0.0%):
Polyoxypropylenediamine
Proposition 65 - Developmental Toxins (>0.0%):
To the best of our knowledge, there are no chemicals at levels which require reporting under this statute.
Proposition 65 - Female Repro Toxins (>0.0%):
To the best of our knowledge, there are no chemicals at levels which require reporting under this statute.
Proposition 65 - Male Repro Toxins (>0.0%):
To the best of our knowledge, there are no chemicals at levels which require reporting under this statute.
Proposition 65 Label Warning:
WARNING: This product can expose you to chemicals including [Polyoxypropylenediamine], which is known to the State of California to cause cancer. For more information go to www.P65Warnings.ca.gov.
SECTION 16. OTHER INFORMATION
Revision Date 8 December, 2025
The information and recommendations contained herein are based upon data believed to be correct.
However, no guarantee or warranty of any kind, expressed or implied, is made with respect to the information contained herein. We accept no responsibility and disclaim all liability for any harmful effects which may be caused by exposure to our products. Customers/users of this product must comply with all applicable health and safety laws, regulations, and orders.
The full text of the phrases appearing in section 3 is:
H301 Toxic if swallowed.
H302 Harmful if swallowed.
H311 Toxic in contact with skin.
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H312 Harmful in contact with skin.
H314 Causes severe skin burns and eye damage.
H315 Causes skin irritation.
H317 May cause an allergic skin reaction.
H318 Causes serious eye damage.
H332 Harmful if inhaled.
H361 Suspected of damaging fertility or the unborn child.
H373 May cause damage to organs through prolonged or repeated exposure.
H402 Harmful to aquatic life.
H410 Very toxic to aquatic life with long lasting effects.
H411 Toxic to aquatic life with long lasting effects.
H412 Harmful to aquatic life with long lasting effects.
End of Document
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PRO-SET® ADV-275-NC HARDENER
Revision Date:
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SECTION 1. IDENTIFICATION
Product identifier
Product Identity PRO-SET® ADV-275-NC HARDENER
Other means of identification Not Applicable
Relevant identified uses of the substance or mixture and uses advised against See Technical Data Sheet.
Details of the supplier of the safety data sheet
Company Name PRO-SET
Gougeon Brothers, Inc.
100 Patterson Ave.
Bay City, MI 48706, U.S.A.
Emergency
24 hour Emergency Telephone No. Transportation
CHEMTREC: 800-424-9300 (U.S.)
703-527-3887 (International)
Non-transportation
Poison Hotline: ................. 800-222-1222
Customer Service: 866-937-8797
www.prosetepoxy.com
SECTION 2. HAZARD(S) IDENTIFICATION
Classification of the substance or mixture under OSHA’s Hazard Communication Standard (1910.1200) revised 2024 (GHS revision 7)
Acute toxicity(oral), category 4;H302 Harmful if swallowed.
Acute toxicity(inhalation), category 4;H332 Harmful if inhaled.
Skin corrosion/irritation category 1B;H314 Causes severe skin burns and eye damage.
Serious eye damage / eye irritation, category 1;H318 Causes serious eye damage.
Skin sensitizer category 1;H317 May cause an allergic skin reaction.
Germ cell mutagenicity, category 2;H341 Suspected of causing genetic defects.
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Specific target organ toxicity, repeated exposure
category 2;H373
May cause damage to organs through prolonged or
repeated exposure.
Label elements
Danger
H302 Harmful if swallowed.
H314 Causes severe skin burns and eye damage.
H317 May cause an allergic skin reaction.
H332 Harmful if inhaled.
H341 Suspected of causing genetic defects.
H373 May cause damage to organs through prolonged or repeated exposure. [Prevention]
P201 Obtain special instructions before use.
P202 Do not handle until all safety precautions have been read and understood.
P260 Do not breathe dust, fume, mist, vapors or spray.
P264 Wash thoroughly after handling.
P270 Do not eat, drink or smoke when using this product.
P271 Use only outdoors or in a well-ventilated area.
P272 Contaminated work clothing should not be allowed out of the workplace.
P280 Wear protective gloves, protective clothing, eye protection, face protection. [Response]
P301+312 IF SWALLOWED: Call a POISON CENTER, doctor or physician if you feel unwell.
P302+312 IF ON SKIN: Call a POISON CENTER or doctor , physician if you feel unwell P303+361+353 IF ON SKIN (or hair): Remove, take off immediately all contaminated clothing. Rinse skin with water or shower.
P304+340 IF INHALED: Remove person to fresh air and keep comfortable for breathing.
P305+351+338 IF IN EYES: Rinse cautiously with water for several minutes. Remove contact lenses, if present and easy to do. Continue rinsing.
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P308+313 IF exposed or concerned: Get medical advice or attention.
P310 Immediately call a POISON CENTER, doctor or physician.
P312 Call a POISON CENTER, doctor or physician if you feel unwell.
P314 Get Medical advice or attention if you feel unwell.
P301+330+331 IF SWALLOWED: Rinse mouth. Do NOT induce vomiting.
P333+313 If skin irritation or a rash occurs: Get medical advice or attention.
P362+364 Take off contaminated clothing and wash it before reuse.
P363 Wash contaminated clothing before reuse.
[Storage]
P405 Store locked up.
[Disposal]
P501 Dispose of contents or container in accordance with local and national regulations.
Other hazards
This product contains no PBT/vPvB/vPvM chemicals.
This product contains no endocrine disrupting chemicals.
Does NOT contain component(s) that meet a 'definition' of per & poly fluoroalkyl substance (PFAS) per the US EPA PFASMASTER combined list of PFAS chemicals.
SECTION 3. COMPOSITION/INFORMATION ON INGREDIENTS
This product contains the following substances that present a hazard within the meaning of the OSHA’s Hazard Communication Standard (1910.1200) revised 2024 (GHS revision 7).
Ingredient/Chemical Designations Weight
%
GHS Classification Notes
Formaldehyde, polymer with 5-amino-1,3,3-trimethyl
CAS Number: 25265-17-2
Synonyms: Formaldehyde, polymer with 5-amino-1,3,3-
trimethylcyclohexanemethanamine and phenol
10 - 30 Skin corrosion/irritation
category 2;H315
Serious eye damage / eye
irritation, category 2;H319
Skin sensitizer category
1;H317
No data
available
Benzyl alcohol
CAS Number: 100-51-6
Synonyms: No available information
10 - 30 Acute toxicity(inhalation),
category 4;H332
Acute toxicity(oral), category
4;H302
Skin sensitizer category
1B;H317
Serious eye damage / eye
irritation, category 2;H319
No data
available
Polyoxypropylenediamine
CAS Number: 9046-10-0
Synonyms: No available information
10 - 30 Skin corrosion/irritation
category 1C;H314
Serious eye damage / eye
irritation, category 1;H318
Aquatic toxicity (acute),
category 3;H402
No data
available
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Ingredient/Chemical Designations Weight
%
GHS Classification Notes
Isophorone diamine
CAS Number: 2855-13-2
Synonyms: Isophoron điamin
10 - 30 Acute toxicity(oral), category
4;H302
Skin corrosion/irritation
category 1B;H314
Serious eye damage / eye
irritation, category 1;H318
Skin sensitizer category
1A;H317 C ≥ 0,001 %
No data
available
Formaldehyde polymer with 1,3-benzene dimethanamine and phenol CAS Number: 57214-10-5
Synonyms: Formaldehyde, oligomeric reaction products with phenol and mphenylenebis(methylamine) 7 - 13
No data
available
2-propenenitrile, polymer with 1,3-butadiene, 1-cyano-1-methyl-4-oxo-4-[[2-(1- piperazinyl)ethyl]amino]butyl-terminated
CAS Number: 68683-29-4
Synonyms: Poly(acrylonitrile-co-butadiene), amine terminated 7 - 13 Aquatic toxicity (chronic),
category 4;H413 No data
available
Phenol
CAS Number: 108-95-2
Synonyms: No available information
7 - 13 Germ cell mutagenicity,
category 2;H341
Acute toxicity(inhalation),
category 3;H331
Acute toxicity(dermal),
category 3;H311
Acute toxicity(oral), category
3;H301
Specific target organ toxicity,
repeated exposure category
2;H373
Skin corrosion/irritation
category 1B;H314: C ≥ 3 %
Skin corrosion/irritation
category 2;H315: 1 % ≤ C < 3
%
Serious eye damage / eye
irritation, category 2;H319: 1
% ≤ C < 3 %
No data
available
Silicon dioxide, chemically prepared
CAS Number: 112945-52-5
Synonyms: Amorphous, fumed silica
3 - 7 Not Classified
No data
available
m-phenylenebis(methylamine)
CAS Number: 1477-55-0
Synonyms: 1,3-Benzenedimethanamine, 1,3-bis(aminomethyl)benzene, 1,3- Xylenediamine, alpha,alpha'-Diamino-m-xylene , Diamino-1,3-Xylol , m-Xylene- .alpha., .alpha.'-diamine, M-xylylenediamine, M-크실렌디아민, M. Xylylenđiamin , MXDA
3 - 7 Acute toxicity(oral), category
4;H302
Skin corrosion/irritation
category 1B;H314
Skin sensitizer category
1B;H317
Aquatic toxicity (chronic),
category 3;H412
Serious eye damage / eye
irritation, category 1;H318
Acute toxicity(inhalation),
category 4;H332
No data
available
Epoxy-deta adduct
CAS Number: 31326-29-1
Synonyms: No available information
3 - 7
No data
available
2,2'-iminodi(ethylamine)
CAS Number: 111-40-0
1 - 5 Acute toxicity(dermal),
category 4;H312
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Ingredient/Chemical Designations Weight
%
GHS Classification Notes
Synonyms: bis(2-aminoethyl)amine, DETA, Diethylene triamine, Diethylenetriamine, Diethylenetriamine (DETA), dietilenatriamina Acute toxicity(oral), category
4;H302
Skin corrosion/irritation
category 1B;H314
Skin sensitizer category
1;H317
No data
available
The actual concentration or concentration range is withheld as a trade secret. *PBT/vPvB - PBT, vPvM or vPvB-substance.
The full texts of the phrases are shown in Section 16.
SECTION 4. FIRST AID MEASURES
Description of first aid measures
General In all cases of doubt, or when symptoms persist, seek medical attention.
Never give anything by mouth to an unconscious person.
InhalationRemove to fresh air, keep patient warm and at rest. If breathing is irregular or stopped, give artificial respiration. If unconscious, place in the recovery position and obtain immediate medical attention. Give nothing by mouth.
Eyes Irrigate copiously with clean water for at least 15 minutes, holding the eyelids apart and seek medical attention.
Skin Remove contaminated clothing. Wash skin thoroughly with soap and water or use a recognized skin cleanser.
Ingestion If swallowed obtain immediate medical attention. Keep at rest. Do NOT induce vomiting.
Most important symptoms and effects, both acute and delayed Overview No specific symptom data available.
Reproductive or genetic defect hazard. Treat symptomatically. See section 2 for further details.
Inhalation Harmful if inhaled.
Eyes Causes serious eye damage.
Skin May cause an allergic skin reaction. Causes severe skin burns and eye damage.
Ingestion Harmful if swallowed.
SECTION 5. FIRE-FIGHTING MEASURES
Extinguishing media
Recommended extinguishing media; alcohol resistant foam, CO2, powder, water spray.
Unsuitable extinguishing media: Do not use; water jet.
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Special hazards arising from the substance or mixture
Hazardous decomposition: No hazardous decomposition data available.
Do not breathe dust, fume, mist, vapors or spray.
Advice for fire-fighters
As with all fires, wear positive pressure, self-contained breathing apparatus, (SCBA) with a full face piece and protective clothing. Persons without respiratory protection should leave area. Wear SCBA during clean-up immediately after fire. No smoking.
ERG Guide No. 154
SECTION 6. ACCIDENTAL RELEASE MEASURES
Personal precautions, protective equipment and emergency procedures Put on appropriate personal protective equipment (see section 8).
Use good personal hygiene practices. Wash hands before eating, drinking, smoking or using toilet. Promptly remove soiled clothing and wash thoroughly before reuse.
Environmental precautions
Do not allow spills to enter drains or waterways.
Methods and material for containment and cleaning up
Ventilate the area and avoid breathing vapors. Take the personal protective measures listed in section 8.
Contain and absorb spillage with non-combustible materials e.g. sand, earth, and vermiculite. Place in closed containers outside buildings and dispose of according to the Waste Regulations.
SECTION 7. HANDLING AND STORAGE
Precautions for safe handling
Handle containers carefully to prevent damage and spillage.
See section 2 for further details. - [Prevention]
Conditions for safe storage, including any incompatibilities Incompatible materials: No available information
See section 2 for further details. - [Storage]
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Specific end use(s)
No available information
SECTION 8. EXPOSURE CONTROLS / PERSONAL PROTECTION
Control parameters
Exposure Limits
CAS No. Ingredient Source Value
100-51-6 Benzyl alcohol OSHA No Established Limit
ACGIH No Established Limit
NIOSH No Established Limit
108-95-2 Phenol OSHA 5 ppm, 19 mg/m3
ACGIH 5 ppm
NIOSH TWA 5 ppm (19 mg/m3) C 15.6 ppm (60
mg/m3) [15-minute] [skin]
111-40-0 2,2'-iminodi(ethylamine) OSHA No Established Limit ACGIH 1 ppm
NIOSH TWA 1 ppm (4 mg/m3) [skin]
1477-55-0 m-phenylenebis(methylamine) OSHA No Established Limit ACGIH C 0.018 ppm
NIOSH C 0.1 mg/m3[skin]
2855-13-2 Isophorone diamine OSHA No Established Limit
ACGIH No Established Limit
NIOSH No Established Limit
9046-10-0 Polyoxypropylenediamine OSHA No Established Limit ACGIH No Established Limit
NIOSH No Established Limit
25265-17-
2 Formaldehyde, polymer with 5-amino-1,3,3-trimethyl OSHA No Established Limit ACGIH No Established Limit
NIOSH No Established Limit
31326-29-
1 Epoxy-deta adduct OSHA No Established Limit
ACGIH No Established Limit
NIOSH No Established Limit
57214-10-
5 Formaldehyde polymer with 1,3-benzene dimethanamine and phenol OSHA No Established Limit ACGIH No Established Limit
NIOSH No Established Limit
68683-29-
4 2-propenenitrile, polymer with 1,3-butadiene, 1-cyano-1-methyl-4-oxo-4-[[2- (1-piperazinyl)ethyl]amino]butyl-terminated
OSHA No Established Limit
ACGIH No Established Limit
NIOSH No Established Limit
112945-
52-5
Silicon dioxide, chemically prepared OSHA 80 mg/m3/ %SiO2 (mineral dusts) ACGIH No Established Limit
NIOSH 6 mg/m3
Exposure
controls
Respiratory If workers are exposed to concentrations above the exposure limit they must use the appropriate, certified respirators.
Eyes Protective safety glasses recommended
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Skin Avoid skin contact. Wear PVC or rubber gloves to keep skin contact to a minimum. Refer to the manufacturer's recommendations regarding the suitability of any gloves used.
Engineering
Controls
Provide adequate ventilation. Where reasonably practicable this should be achieved by the use of local exhaust ventilation and good general extraction. If these are not sufficient to maintain concentrations of particulates and any vapor below occupational exposure limits suitable respiratory protection must be worn.
Other Work
Practices
Use good personal hygiene practices. Wash hands before eating, drinking, smoking or using toilet. Promptly remove soiled clothing and wash thoroughly before reuse.
See section 2 for further details.
SECTION 9. PHYSICAL AND CHEMICAL PROPERTIES
Information on basic physical and chemical properties
Physical State Gel
Color Colorless
Odor 類似胺氣味道
Odor threshold No available information
Melting point / freezing point No available information Initial boiling point and boiling range > 400°F (204°C) estimated based on similar product.
Flammability (solid, gas) Not Applicable
Upper/lower flammability or explosive limits Lower Explosive Limit: No available information Upper Explosive Limit: No available information
Flash Point Estimated > 200ᵒF (93°C) estimated based similar product.
Auto-ignition temperature No available information
Decomposition temperature No available information
pH No available information
Viscosity (cSt) No available information
Solubility in Water No available information
Partition coefficient n-octanol/water (Log Kow) No available information Vapor pressure (Pa) No available information
Relative Density 1.04
Vapor Density No available information
Evaporation rate (Ether = 1) No available information
VOC Content ADV-175-NC/ADV-275-NC - 9.43 (g/L)
Oxidising properties No available information
Explosive properties No available information
Bulk Density 8.67 lbs./gal. (1.04kg/L)
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Other information
No other relevant information.
SECTION 10. STABILITY AND REACTIVITY
Reactivity
Hazardous Polymerization will not occur.
Chemical stability
Stable under normal circumstances.
Possibility of hazardous reactions
No available information
Conditions to avoid
Avoid high temperatures and contact with incompatible material Incompatible materials
No available information
Hazardous decomposition products
No hazardous decomposition data available.
SECTION 11. TOXICOLOGICAL INFORMATION
Acute toxicity
Note: When no route specific LD50 data is available for an acute toxin, the converted acute toxicity point estimate was used in the calculation of the product's ATE (Acute Toxicity Estimate).
Ingredient Oral LD50,
mg/kg
Skin LD50,
mg/kg
Inhalation
Vapor
LC50,
mg/L/4hr
Inhalation
Dust/Mist
LC50,
mg/L/4hr
Inhalation
Gas LC50,
ppm
Formaldehyde, polymer with 5-amino-1,3,3-trimethyl -
(25265-17-2) No data
available.
No data
available.
No data
available.
No data
available.
No data
available.
Benzyl alcohol - (100-51-6)
1,200.00, Rat -
Category: 4
> 2,000.00,
Rabbit -
Category: NA
No data
available.
4.18, Rat -
Category: 4
No data
available.
Polyoxypropylenediamine - (9046-10-0)
2,885.00, Rat -
Category: 5
2,980.00, Rabbit
- Category: 5
No data
available.
No data
available.
No data
available.
Isophorone diamine - (2855-13-2)
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Ingredient Oral LD50,
mg/kg
Skin LD50,
mg/kg
Inhalation
Vapor
LC50,
mg/L/4hr
Inhalation
Dust/Mist
LC50,
mg/L/4hr
Inhalation
Gas LC50,
ppm
1,030.00, Rat -
Category: 4
2,000.00, Rabbit
- Category: 4
No data
available.
5.02, Rat -
Category: NA
No data
available.
Formaldehyde polymer with 1,3-benzene dimethanamine and phenol - (57214-10-5) No data
available.
No data
available.
No data
available.
No data
available.
No data
available.
2-propenenitrile, polymer with 1,3-butadiene, 1-cyano-1- methyl-4-oxo-4-[[2-(1-piperazinyl)ethyl]amino]butylterminated - (68683-29-4) No data available.
No data
available.
No data
available.
No data
available.
No data
available.
Phenol - (108-95-2)
282.00, Rat -
Category: 3
630.00, Rat -
Category: 3
No data
available.
No data
available.
No data
available.
Silicon dioxide, chemically prepared - (112945-52-5)
3,160.00, Rat -
Category: 5
No data
available.
No data
available.
No data
available.
No data
available.
m-phenylenebis(methylamine) - (1477-55-0)
930.00, Rat -
Category: 4
> 3,100.00, Rat -
Category: NA
No data
available.
1.60, Rat -
Category: 4
No data
available.
Epoxy-deta adduct - (31326-29-1)
No data
available.
No data
available.
No data
available.
No data
available.
No data
available.
2,2'-iminodi(ethylamine) - (111-40-0)
1,080.00, Rat -
Category: 4
1,090.00, Rabbit
- Category: 4
No data
available.
No data
available.
No data
available.
Carcinogen Data
CAS No. Ingredient Source Value
100-51-6 Benzyl alcohol OSHA Regulated Carcinogen:
No;
NTP Known: No;
Suspected: No;
IARC No
ACGIH No Established Limit
108-95-2 Phenol OSHA Regulated Carcinogen:
No;
NTP Known: No;
Suspected: No;
IARC Group 3
ACGIH A4
111-40-0 2,2'-iminodi(ethylamine) OSHA Regulated Carcinogen:
No;
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CAS No. Ingredient Source Value
NTP Known: No;
Suspected: No;
IARC No
ACGIH No Established Limit
1477-55-0 m-phenylenebis(methylamine) OSHA Regulated Carcinogen:
No;
NTP Known: No;
Suspected: No;
IARC No
ACGIH No Established Limit
2855-13-2 Isophorone diamine OSHA Regulated Carcinogen:
No;
NTP Known: No;
Suspected: No;
IARC No
ACGIH No Established Limit
9046-10-0 Polyoxypropylenediamine OSHA Regulated Carcinogen:
No;
NTP Known: No;
Suspected: No;
IARC No
ACGIH No Established Limit
25265-17-2 Formaldehyde, polymer with 5-amino-1,3,3-trimethyl OSHA Regulated Carcinogen:
No;
NTP Known: No;
Suspected: No;
IARC No
ACGIH No Established Limit
31326-29-1 Epoxy-deta adduct OSHA Regulated Carcinogen:
No;
NTP Known: No;
Suspected: No;
IARC No
ACGIH No Established Limit
57214-10-5 Formaldehyde polymer with 1,3-benzene dimethanamine and phenol OSHA Regulated Carcinogen:
No;
NTP Known: No;
Suspected: No;
IARC No
ACGIH No Established Limit
68683-29-
4 2-propenenitrile, polymer with 1,3-butadiene, 1-cyano-1-methyl-4-oxo-4-[[2-(1- piperazinyl)ethyl]amino]butyl-terminated
OSHA Regulated Carcinogen:
No;
NTP Known: No;
Suspected: No;
IARC No
ACGIH No Established Limit
112945-
52-5
Silicon dioxide, chemically prepared OSHA Regulated Carcinogen:
No;
NTP Known: No;
Suspected: No;
IARC Group 3
ACGIH No Established Limit
Classification CategoryHazard Description
Acute toxicity (oral) 4 Harmful if swallowed.
Acute toxicity (dermal) --- Not Applicable
Acute toxicity (inhalation) 4 Harmful if inhaled.
Skin corrosion/irritation 1B Causes severe skin burns and eye damage.
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Serious eye
damage/irritation
1 Causes serious eye damage.
Respiratory sensitization --- Not Applicable
Skin sensitization 1 May cause an allergic skin reaction.
Germ cell mutagenicity 2 Suspected of causing genetic defects.
Carcinogenicity --- Not Applicable
Reproductive toxicity --- Not Applicable
STOT-single exposure --- Not Applicable
STOT-repeated exposure 2 May cause damage to organs through prolonged or repeated exposure.
Aspiration hazard --- Not Applicable
Possible routes of entry:
Inhalation, ingestion, skin contact, and skin absorption.
Symptoms and effects, both acute and delayed:
No specific symptom data available.
Reproductive or genetic defect hazard. Treat symptomatically.
Eyes Causes serious eye damage.
Skin May be harmful in contact with skin. May cause an allergic skin reaction. Causes severe skin burns and eye damage.
IngestionHarmful if swallowed.
SECTION 12. ECOLOGICAL INFORMATION
Toxicity
No additional information provided for this product. See Section 3 for chemical specific data.
Aquatic Ecotoxicity
Ingredient 96 hr LC50 fish,
mg/L
48 hr EC50
crustacea,
mg/L
ErC50 algae,
mg/L
Formaldehyde, polymer with 5-amino-1,3,3-trimethyl - (25265-17-2) No data available. No data
available.
No data available.
Benzyl alcohol - (100-51-6)
460.00, Pimephales
promelas
230.00, Daphnia
magna
770.00, Pseudokirchnerella
subcapitata
Polyoxypropylenediamine - (9046-10-0)
15.00,
Oncorhynchus
mykiss
80.00, Daphnia
magna
2.10, Pseudokirchneriella
subcapitata
Isophorone diamine - (2855-13-2)
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Ingredient 96 hr LC50 fish,
mg/L
48 hr EC50
crustacea,
mg/L
ErC50 algae,
mg/L
110.00, Leuciscus
idus
17.40, Daphnia
magna
37.00, Scenedesmus
subspicatus
Formaldehyde polymer with 1,3-benzene dimethanamine and phenol - (57214-10-5) No data available. No data
available.
No data available.
2-propenenitrile, polymer with 1,3-butadiene, 1-cyano-1-methyl-4- oxo-4-[[2-(1-piperazinyl)ethyl]amino]butyl-terminated - (68683-29-4) No data available. No data available.
No data available.
Phenol - (108-95-2)
3.73, Oncorhynchus
gorbuscha
3.29,
Ceriodaphnia
dubia
46.42, Pseudokirchneriella
subcapitata
Silicon dioxide, chemically prepared - (112945-52-5)
No data available. No data
available.
No data available.
m-phenylenebis(methylamine) - (1477-55-0)
87.60, Oryzias
latipes
28.00, Daphnia
magna
20.30, raphidocelis
subcapitata
Epoxy-deta adduct - (31326-29-1)
No data available. No data
available.
No data available.
2,2'-iminodi(ethylamine) - (111-40-0)
1,014.00, Poecilia
reticulata
53.50, Daphnia
magna
345.60,
Pseudokirchneriella
subcapitata
Persistence and degradability
There is no data available on the preparation itself.
Bioaccumulative potential
No available information
Mobility in soil
No available information
Results of PBT and vPvB assessment
This product contains no PBT/vPvB/vPvM chemicals.
Other adverse effects
No available information
SECTION 13. DISPOSAL CONSIDERATIONS
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Safety Data Sheet
PRO-SET® ADV-275-NC HARDENER
Revision Date:
8 December, 2025
14 / 17
Waste treatment methods
Observe all federal, provincial and local regulations when disposing of this substance.
SECTION 14. TRANSPORT INFORMATION
Not regulated for packages under 5L (1.3 gallons) or 5.0 kg (11 lbs).
DOT (Domestic Surface
Transportation)
IMO / IMDG (Ocean
Transportation)
ICAO/IATA
UN number UN3259 UN3259 UN3259
UN proper
shipping name
Corrosive solid, n.o.s.,
(Benzene-1,3-
dimethanamine)
Corrosive solid, n.o.s.,
(Benzene-1,3-
dimethanamine)
Corrosive solid, n.o.s.,
(Benzene-1,3-
dimethanamine)
Transport
hazard
class(es)
Class: 8
Sub Class: Not Applicable
Class: 8
Sub Class: Not Applicable
Class: 8
Sub Class: Not Applicable
Packing group III III III
Environmental hazards
IMDG Marine Pollutant: No;
Special precautions for user
No available information
SECTION 15. REGULATORY INFORMATION
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 202
Safety Data Sheet
PRO-SET® ADV-275-NC HARDENER
Revision Date:
8 December, 2025
15 / 17
Regulatory
Overview
The regulatory data in Section 15 is not intended to be all-inclusive, only selected regulations are represented.
Classification of the substance or mixture under OSHA’s Hazard Communication Standard (1910.1200) revised 2024 (GHS revision 7)
Toxic Substance Control Act (TSCA)
CAS
Number
Ingredient Toxic Substance
Control Act (TSCA)
Comments Status
0000111-
40-0
2,2'-iminodi(ethylamine) Yes ACTIVE
0068683-
29-4
2-propenenitrile, polymer with 1,3-butadiene, 1-cyano-1-methyl-4-oxo-4- [[2-(1-piperazinyl)ethyl]amino]butyl-terminated
Yes UVCB XU ACTIVE
0000100-
51-6
Benzyl alcohol Yes ACTIVE
0031326-
29-1
Epoxy-deta adduct Yes XU ACTIVE
0057214-
10-5
Formaldehyde polymer with 1,3-benzene dimethanamine and phenol Yes PMN; XU ACTIVE 0025265-
17-2
Formaldehyde, polymer with 5-amino-1,3,3-trimethyl Yes XU ACTIVE 0002855-
13-2
Isophorone diamine Yes ACTIVE
0001477-
55-0
m-phenylenebis(methylamine) Yes ACTIVE
0000108-
95-2
Phenol Yes ACTIVE
0009046-
10-0
Polyoxypropylenediamine Yes XU ACTIVE
0112945-
52-5
Silicon dioxide, chemically prepared No
EPCRA 302 Extremely Hazardous:
Phenol
EPCRA 313 Toxic Chemicals:
Phenol
Proposition 65 - Carcinogens (>0.0%):
Polyoxypropylenediamine
Proposition 65 - Developmental Toxins (>0.0%):
To the best of our knowledge, there are no chemicals at levels which require reporting under this statute.
Proposition 65 - Female Repro Toxins (>0.0%):
To the best of our knowledge, there are no chemicals at levels which require reporting under this statute.
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 203
Safety Data Sheet
PRO-SET® ADV-275-NC HARDENER
Revision Date:
8 December, 2025
16 / 17
Proposition 65 - Male Repro Toxins (>0.0%):
To the best of our knowledge, there are no chemicals at levels which require reporting under this statute.
Proposition 65 Label Warning:
WARNING: This product can expose you to chemicals including [Polyoxypropylenediamine], which is known to the State of California to cause cancer. For more information go to www.P65Warnings.ca.gov.
SECTION 16. OTHER INFORMATION
Revision Date 8 December, 2025
The information and recommendations contained herein are based upon data believed to be correct.
However, no guarantee or warranty of any kind, expressed or implied, is made with respect to the information contained herein. We accept no responsibility and disclaim all liability for any harmful effects which may be caused by exposure to our products. Customers/users of this product must comply with all applicable health and safety laws, regulations, and orders.
The full text of the phrases appearing in section 3 is:
H301 Toxic if swallowed.
H302 Harmful if swallowed.
H311 Toxic in contact with skin.
H312 Harmful in contact with skin.
H314 Causes severe skin burns and eye damage.
H315 Causes skin irritation.
H317 May cause an allergic skin reaction.
H318 Causes serious eye damage.
H319 Causes serious eye irritation.
H331 Toxic if inhaled.
H332 Harmful if inhaled.
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 204
Safety Data Sheet
PRO-SET® ADV-275-NC HARDENER
Revision Date:
8 December, 2025
17 / 17
H341 Suspected of causing genetic defects.
H373 May cause damage to organs through prolonged or repeated exposure.
H402 Harmful to aquatic life.
H412 Harmful to aquatic life with long lasting effects.
H413 May cause long lasting harmful effects to aquatic life.
End of Document
Docusign Envelope ID: 18624A2E-3496-860F-815E-02847CC36CC5 Docusign Envelope ID: 0770A90D-3A7E-80AE-8206-7662CFD9C9A0 205