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Everspin Technologies Inc – IPO: ‘S-1’ on 9/9/16 – ‘EX-10.5’

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

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

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

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

Document/Exhibit                   Description                      Pages   Size 

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

Exhibit 10.5

LEASE

BY AND BETWEEN

FREESCALE SEMICONDUCTOR, INC., a Delaware corporation, as Landlord

and

EVERSPIN TECHNOLOGIES, INC., a Delaware corporation, as Tenant

TABLE OF CONTENTS

i

TABLE OF CONTENTS

ii

TABLE OF CONTENTS

iii

LEASE

THIS LEASE (“Lease”) is made and entered into June 6, 2008 (the “Effective Date”) between FREESCALE SEMICONDUCTOR, INC., a Delaware corporation, having an address at 6501 William Cannon Drive West, Austin, Texas 78735 (“Landlord”) and EVERSPIN TECHNOLOGIES, INC., a Delaware corporation, having an office at 1300 North Alma School Road, Chandler, Arizona 85224 (herein called “Tenant”).

1. Premises.

A. For and in consideration of the covenants and agreements on the part of Tenant contained herein, and under and subject to the terms and conditions hereof, Landlord hereby leases and demises unto Tenant those certain premises in portions of the buildings known as A Building, B Building, M Building and N Building (individually, a “Building” and collectively with all other buildings located in the Project, the “Buildings”) which are part of that certain project owned by Landlord known as “Chandler” (herein the “Project”) located at 1300 North Alma School Road, Chandler, Arizona 85224 as illustrated on Exhibit A attached hereto and hereby made a part hereof, containing 6,038 square feet of office space in M Building (of which 450 square feet consists of a conference room) (said 6,038 square feet of space is herein referred to as the “Office Space”), 7,130 square feet of fabrication space in M Building and N Building (herein the “Fab Space”), and 2,856 square feet of lab space in B Building (herein the “Lab Space”) totaling 16,024 square feet of floor area (hereinafter called the “Premises”) as illustrated on the floor plans contained in Exhibit C attached hereto and made a part hereof, together with the right to use certain facilities that are located on the real property legally described in Exhibit D attached hereto and made a part hereof (herein the “Property”) that are provided by Landlord in common to Tenant, Landlord’s employees and other third parties such as vendors and suppliers designated by Landlord and are defined below as Common Areas. In addition to the Premises, Landlord hereby grants to Tenant, during the Term of this Lease, at no additional charge, the non-exclusive right to use the space (the “TSO Space”) designated on Exhibit C as the TSO Lab, subject to procedures adopted by Landlord governing such access by Tenant. Tenant may locate certain of Tenant’s Property (as herein defined) in the TSO Space as previously approved by Landlord.

B. Landlord hereby grants to Tenant, during the Term of this Lease, at no additional charge, the non-exclusive use for Tenant’s employees, invitees, visitors and agents of parking spaces and areas in the Project. There is currently no reserved parking at the Project, but if Landlord elects to provide reserved parking during the Term of this Lease, Landlord shall provide, at no additional charge to Tenant, a pro rata share (based on the relative areas of the Premises and the Buildings) of any reserved parking spaces to Tenant which Tenant can allocate to its employees, invitees, visitors and agents as it desires. Landlord shall not be responsible for any loss, theft or damage to any vehicles. Tenant’s employees shall have the right to use the cafeteria. Tenant’s employees shall have the right of access to the fitness facility and the credit union at the Project for the purpose of using the services offered by the third party operators of the credit union and the fitness facility upon the terms and conditions negotiated by Tenant with such third party operators. Both the credit union and the fitness facility are leased by third party operators and Landlord shall not be liable to Tenant for any failure by those third party operators to provide services to Tenant’s employees or for any breach by a third party operator of its obligations to Tenant or Tenant’s employees.

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C. Tenant acknowledges that it has inspected the Premises prior to the Effective Date and that it is familiar with the Premises and all of the systems and facilities located on and servicing the Premises. Tenant acknowledges and agrees that (i) Tenant shall take possession of the Premises in their “as-is” condition on the Commencement Date (as hereinafter defined); (ii) Tenant’s taking possession of the Premises shall be conclusive evidence that the Premises were in good order and satisfactory condition and repair on the Commencement Date; and (iii) there is no agreement of Landlord to alter, remodel, decorate, clean or improve the Premises (or to provide Tenant with a credit or allowance for the same).

D. Landlord has certain furniture and equipment located in the Premises and TSO Space (“Landlord Personal Property”), which Landlord Personal Property is more particularly described in Exhibit I attached hereto and made a part hereof for all purposes, as such Exhibit may be modified from time to time to reflect any additions or retirements of said Landlord Personal Property. Tenant shall have the right to use the Landlord Personal Property subject to such rules and regulations as Landlord adopts with respect thereto. Tenant shall be responsible for repairing and replacing any Landlord Personal Property that is damaged by any actions or omissions of Tenant or any of Tenant’s agents, employees, contractors, suppliers, licensees or invitees. Upon the expiration or earlier termination of this Lease, Tenant shall surrender the Landlord Personal Property to Landlord in the condition as existed as of the Effective Date, ordinary wear and tear and casualty excepted.

E. Landlord shall have the right, at its option and from time to time but no more than once during the Term with respect to any Relocated Premises (as herein defined), to relocate Tenant from all or any portion of the Premises as follows. Landlord shall provide Tenant with not less than sixty (60) days’ prior written notice of relocation of all or any portion of the Office Space and not less than one hundred twenty (120) days’ prior written notice of relocation of all or any portion of the Fab Space or Lab Space. Landlord shall substitute for the relocated portion of the Premises (the “Relocated Premises”) comparable space in the Project containing at least as much space as the original Relocated Premises. The Rent for the Relocated Premises shall be no higher than the Rent for the original Premises. In addition, Landlord shall (a) install improvements in the substituted Premises which are reasonably equivalent to the tenant improvements in the Relocated Premises prior to Tenant’s move to the substituted Premises; (b) Landlord shall pay for the reasonable costs of moving Tenant’s furniture, equipment, personal property and telephone and data systems from the Relocated Premises to the substituted Premises; and (c) Tenant shall not be obligated to pay Rent and other charges for both the Relocated Premises and the substituted Premises at the same time.

F. Contraction Option.

(i) Notwithstanding anything to the contrary in this Lease, Tenant shall have the right to request to terminate the Lease as to any portion of the Premises of 1,000 square feet or more (the “Contraction Space”) by giving Landlord prior written notice (the “Contraction Notice”) of its election to do so at least sixty (60) days for any Contraction Space in the Office Space and at least one hundred twenty (120) days for any

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Contraction Space in the Fab Space or Lab Space. The Contraction Notice shall state the date on which Tenant will surrender the Contraction Space (the “Contraction Date”), which shall in no event be earlier than the required period of prior written notice set forth in the preceding sentence.

(ii) Landlord shall have the right to reject Tenant’s Contraction Notice if the Contraction Space, in Landlord’s reasonable opinion, is not in a configuration marketable to other tenants or not subject to reasonable separation from the Remaining Premises. Within ten (10) business days after the Contraction Notice, Landlord will provide Tenant with notice of whether or not Landlord will accept the surrender of the Contraction Space. If Landlord accepts such surrender, Landlord at the same time shall provide Tenant with an estimate (a “Separation Estimate”) of the cost of the work necessary to separate the Contraction Space from the balance of the Premises (the “Remaining Premises”), including, without limitation, the properly distributed HVAC, sprinkler, telephone and cabling of the Contraction Space. Tenant shall have ten (10) business days after receipt of the Separation Estimate to confirm in writing whether or not Tenant wishes to proceed with the surrender of the Contraction Space. Tenant’s failure to timely provide such written confirmation that it wishes to proceed with the surrender of the Contraction Space shall be deemed Tenant’s election to waive surrender of the Contraction Space and to continue leasing such Contraction Space pursuant to the terms of this Lease.

(iii) If Tenant agrees to proceed with the surrender of the Contraction Space, Tenant shall (a) surrender the Contraction Space to Landlord on the Contraction Date in the condition required pursuant to this Lease, and (b) pay Landlord the reasonable cost of separating the Contraction Space from the Remaining Premises as set forth in the Separation Estimate within ten (10) days before the Contraction Date.

(iv) Landlord shall prepare a lease amendment confirming: (a) the Contraction Date; (b) the Remaining Premises; (c) the Fixed Rent; (d) the cost paid by Tenant pursuant to the Separation Estimate; and (e) any other matter that varies with the size of the Premises. The Fixed Rent will be a pro rata share of the Fixed Rent, reduced by that proportion that the Contraction Space bears to the Premises. Landlord and Tenant will execute the amendment prior to the Contraction Date.

2. Term.

The term of this Lease shall be for a period of two (2) years (the “Initial Term”), which Initial Term shall commence on June 6, 2008 (the “Commencement Date”) and end on June 6, 2010, subject to extensions pursuant to agreement of the parties or any option hereinafter set forth. All references in this Lease to the “Term” shall be deemed to include the Initial Term, as the same may be extended for the Renewal Term (as defined in Section 27 below).

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3. Fixed Rent.

Landlord and Tenant expressly acknowledge that, as to the components included in the definition of “Fixed Rent” (as defined below) this Lease shall be a “gross lease” and that except as expressly set forth in this Lease, no additional charges for the components that are part of the Fixed Rent shall be assessed or charged against Tenant. The Fixed Rent includes the following components: (1) base rent for the use of the Premises only; (2) the Services (as defined below) to be provided as part of the Fixed Rent; (3) Landlord’s costs to repair and maintain the Common Areas and the Premises as specified in Sections 12, 13 and 14 below except to the extent that this Lease expressly provides that Tenant is responsible for such costs; and (4) real estate taxes assessed against the Property except the Rental Taxes (as defined below).

A. Fixed Rent – Initial Term.

During the Initial Term of the Lease, Tenant will pay Fixed Rent to Landlord in the manner set forth in Section 4 below in monthly installments in advance on the first day of each calendar month in the amounts set forth on the schedule attached hereto as Exhibit E.

B. Fixed Rent –Renewal Term.

If Tenant elects to exercise its renewal option pursuant to Section 27 below, Tenant will pay Fixed Rent and Additional Rent (as defined below) to Landlord at pursuant to the terms and conditions of this Lease. The Fixed Rent for the Renewal Term (as herein defined) shall be increased by four percent (4%) as set forth in Exhibit F.

4. Additional Rent; Payment Addresses; Definition of Rent; Late Charge.

A. In addition to the Fixed Rent required to be paid by Tenant under Section 3, Tenant shall pay to Landlord when it pays the Fixed Rent, as Additional Rent, the following: (i) the Chandler City real property sales taxes and Maricopa County real property rental sales taxes assessed against the Rent paid by Tenant to Landlord or the Property (but to the extent such are assessed against the Property, Tenant shall be required to pay Landlord Tenant’s pro rata share of such taxes based on the Rent paid by Tenant to Landlord, which Tenant acknowledges is 100% as of the Effective Date) (collectively, the “Rental Taxes”) in equal monthly installments, which amount will be adjusted if the Fixed Rent is adjusted pursuant to this Lease or if the tax rate is modified during the Term; and (ii) all sums for excess use by Tenant of Services (including Utility Services and Other Services) or other items which Landlord provides under this Lease that are not included in the Fixed Rent, which are either requested by Tenant or provided by Landlord pursuant to the terms of this Lease (but excluding the Services to be provided by Landlord pursuant to the terms of this Lease, the cost of which is included in Fixed Rent pursuant to Section 3 above).

B. Landlord shall deliver all invoices for sums owed by Tenant to Landlord as Additional Rent other than Rental Taxes in accordance with Section 33 of this Lease. Tenant shall be responsible for paying any such invoices for sums that are owed to Landlord as Additional Rent or otherwise within thirty (30) days after Landlord delivers same to Tenant. All payments owed by Tenant to Landlord hereunder for Fixed Rent, Additional Rent, or other sums owed hereunder shall be submitted in accordance with the information below for preferred payment and secondary payment unless Landlord notifies Tenant in writing of a change in such instructions:

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C. In addition to the charge set forth in Section 44, Tenant shall pay to Landlord a late charge equal to two percent (2%) of any installment of monthly Rent and any other amount payable under this Lease that is paid late as liquidated damages to compensate Landlord for costs and inconveniences of special handling and disruption of cash flow.

D. The terms Fixed Rent and Additional Rent are sometimes collectively referred to herein as “rent” or “Rent” and shall include any and all sums due from Tenant to Landlord under the terms of this Lease. All Rent shall be due and payable without notice, demand, offset, or right of recoupment. If the Term commences on a day other than the first day of a calendar month or terminates on a day other than the last day of a calendar month, all Rent shall be prorated accordingly.

5. Use.

A. Tenant shall have the right to use the Premises as follows and for no other purposes: (i) the Fab Space may be used for manufacturing related to the operation of Tenant’s Magnetoresistive Random Access Memory (“MRAM”) business, including the manufacturing of MRAM products, such as standalone memory, embedded memory-based products and other products leveraging MRAM technology such as magnetic sensors (collectively, the “MRAM Business”); (ii) the Office Space may be used for offices related to the MRAM Business; and (iii) the Lab Space may be used for labs related to the MRAM Business. Tenant may not change

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the use of any part of the Premises from the uses designated in the preceding sentence and Exhibit C without Landlord’s prior written consent. If a proposed change in use increases the cost to Landlord of providing the Services and other costs that are included in Fixed Rent, Landlord may condition its consent to Tenant’s change in use on Tenant’s agreement to increase the Fixed Rent by the amount of Landlord’s increased costs and Tenant’s agreement to pay for any modifications to the site Infrastructure required for such change. If Landlord gives such consent, the Rent shall be adjusted accordingly. Tenant, in its use and occupancy of the Premises, shall not commit waste, shall not cause the insurance carried by Landlord pursuant to Section 22 to be canceled, shall not cause a material disruption or impediment to Landlord’s use of the balance of the Project, nor overload the floors or structure, nor subject the Premises to any use which would tend to damage any portion thereof. In addition, Landlord grants Tenant the right to make use of the Common Areas (as defined below) at the Property in support of Tenant’s use of the Premises. In using the Common Areas, Tenant and its employees, agents, suppliers, shippers, customers, licensees and invitees shall comply with Landlord’s customary operating and security rules and regulations. Landlord shall require Tenant and its employees, agents, suppliers, shippers, customers, licensees and invitees to wear appropriate security identification while on the Premises or the Common Areas. The Premises and Common Areas may only be used by Tenant and its employees, agents, suppliers, shippers, customers, licensees and invitees who are necessary for Tenant’s permitted use of the Premises and/or to perform Tenant’s obligations under this Lease. Landlord and Tenant shall each cooperate and use reasonable efforts to assure that each of Landlord and Tenant may enjoy and use the Common Areas for their intended purposes.

B. Landlord shall at all times retain all other rights with respect to the Common Areas, and shall have the right to reconfigure, restructure, and close, in whole or in part, for repair and maintenance such areas. Except for emergencies, Landlord will give Tenant reasonable notice (which may be oral) prior to commencing any material repair or maintenance of the Common Areas, and shall use commercially reasonable efforts to finish such repair and maintenance promptly and to prevent the same from causing undue interference with Tenant’s operations or access to the Premises.

C. Landlord and Tenant acknowledge and agree that their joint cooperation is necessary to promote the safe and effective utilization of the Premises and joint occupancy of the Common Areas by Tenant and the balance of the Property by Landlord. Accordingly, Landlord and Tenant agree that in connection with their respective use, occupancy and operations at the Property and the exercise of their rights and performance of their obligations under this Lease, each of them shall:

(i) conduct its activities in a safe and prudent manner consistent with sound industry practices;

(ii) comply, at its sole expense, with (a) all Legal Requirements (as defined in Section 7), (b) Landlord’s environmental safety and health protocols for the Project; (c) Landlord’s construction protocols; and (d) any other Project-wide specifications and protocols applicable to such party (the items specified in (b), (c) and (d) are collectively referred to herein as “Project-Wide Protocols”); provided, however, that, except as explicitly set forth in this Lease, Tenant shall have no right to make any repairs to the

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Infrastructure or capital improvements or replacements with respect to the Property, the Premises or the Common Areas. Certain Project-Wide Protocols are attached hereto as Exhibit B. Tenant shall be required to comply only with (i) the Project-Wide Protocols attached hereto, (ii) any Project-Wide Protocols delivered to Tenant no later than sixty (60) days following the Effective Date, and (iii) any other Project-Wide Protocols adopted by Landlord and delivered to Tenant after the Effective Date if such Project-Wide Protocols are adopted by Landlord for the purpose of complying with any Legal Requirements. Landlord reserves the right to revise, supplement, replace and otherwise modify the Project-Wide Protocols; provided, however, that Tenant shall not be required to comply with such revisions, supplements, replacements or other modifications until Landlord delivers the same in writing to Tenant; and

(iii) use reasonable efforts not to interfere with the enjoyment of the use and occupancy of the Property by the other as permitted by this Lease.

D. For purposes of this Lease, the term “Common Areas” shall mean the stairways and halls providing ingress and egress between the Premises and the other areas defined as Common Areas herein and the exterior doorways of the Buildings designated by Landlord from time to time as those which Tenant may use, restrooms in the Buildings and the areas listed in this definition, the loading docks in each Building, Project parking areas and lots which are not designated for the specific use of Landlord or another user of the Project, the cafeteria, lobbies which are not restricted in use, the site mailroom and shipping and receiving areas as shown on Exhibit A and sidewalks and private streets within the Project. The fitness facility and the credit union shall not be defined as Common Areas. The Common Areas shall not include any areas of the Project that Landlord designates from time to time as excluded from Common Areas. Tenant shall not have the right to use the roof, the telephone closets, any of the Infrastructure or portions of the Project which are for Landlord’s exclusive use or which are for the exclusive use of third parties designated by Landlord, including, without limitation, other tenants in the Project or other vendors or suppliers, unless Landlord gives its prior written consent to such use and such use complies with Landlord’s Project-Wide Protocols.

6. Roof Equipment.

Tenant shall not have any right to use the roof of the Buildings for any purpose without the prior written consent of Landlord, which shall not be unreasonably withheld as long as (i) Tenant’s use of the roof is non-exclusive and does not interfere with any other party’s right to use the roof as granted by Landlord in its sole discretion; (ii) Tenant is solely responsible for all costs and expenses for repairs and maintenance of the roof which result from Tenant’s use of the roof; (iii) upon the expiration or earlier termination of this Lease, Tenant, at its sole cost and expense, shall remove any equipment placed by Tenant on the roof in accordance with Landlord’s Project-Wide Protocols for such removal and reimburse Landlord for the costs of the repair of any damage caused by such removal and restoration of the roof and any other affected portions of the applicable Building to the condition they were in prior to the installation of Tenant’s equipment on the roof; and (iv) any such installation must comply with all applicable Legal Requirements and the terms of any applicable roof warranty.

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7. Compliance with Legal Requirements.

As used herein, the term “Legal Requirements” shall mean the requirements of (a) all applicable laws, statutes, ordinances, codes, rules, orders and regulations of all federal, state, county, and municipal governments, and any and all of their departments, bureaus and agencies now in force or that may hereinafter be enacted, including, without limitation, the ADA (as hereinafter defined), and (b) all rules, orders, regulations, standards and requirements of the Project insurance underwriter and applicable fire codes (collectively, “Fire Code Requirements”). In addition to the provisions of Section 49 hereof relating to ADA compliance and Sections 31 and 54 relating to “Environmental Laws” (defined in 31A below), Tenant shall, during the Term of this Lease comply with all applicable Legal Requirements insofar as they pertain to Tenant’s use and occupancy of the Premises and the Common Areas, provided, however, that Landlord shall be responsible for performing any alterations or improvements to the Project and Buildings, including the Premises and Common Areas, to cause the same to comply with Legal Requirements to the extent that (i) such alterations or improvements are required by Legal Requirements, (ii) the condition causing such alteration or improvement to be required by Legal Requirements existed as of the Commencement Date, and (iii) such requirement is not related to Tenant’s use and occupancy of the Premises, any alterations performed by Tenant or any other actions taken or omissions by Tenant or its employees, consultants, vendors, invitees, agents or licensees (any alterations that Landlord is required to perform pursuant to this sentence are herein referred to as “Landlord Required Alterations”). In no event shall Tenant be obligated to pay for any costs incurred by Landlord in connection with upgrading the Project, the Building, the Common Areas, the Project or the Premises to comply with any violations of Legal Requirements, which violations exist on the Commencement Date.

8. No Waste or Damage; Condition of Premises Upon Surrender.

A. Tenant shall not commit any waste of or any damage to the Premises.

B. Upon the termination of this Lease, whether by forfeiture, lapse of time or otherwise, or upon termination of Tenant’s right to possession of the Premises, Tenant will at once surrender and deliver up the Office Space, together with all improvements thereon, to Landlord, broom swept, in the same configuration as existed as of the Commencement Date unless the Office Space has been altered in accordance with Section 9 hereof and in as good condition and repair as existed on the Commencement Date of this Lease, reasonable wear and tear, damage or destruction from a Casualty (as defined below) for which Tenant is not obligated in this Lease to repair or restore and/or the taking of, damage to, or reduction in the size of the Office Space by eminent domain excepted. As used in this paragraph, the term, “improvements” shall include, without limitation, all plumbing, lighting, electrical, heating, cooling and ventilating fixtures and equipment, and all Alterations made to the Office Space after the Commencement Date. All Alterations, temporary or permanent, made in or upon the Office Space by Tenant shall become Landlord’s property and shall remain in the Office Space upon any such termination without compensation, allowance or credit to Tenant; provided, however, that Landlord shall have the right to require Tenant to pay Landlord’s cost (the “Removal Cost”) to remove any Alterations made without Landlord’s consent or as to which Landlord notifies Tenant that Tenant must remove and to repair any damage occasioned by such

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removal and restoration. If Landlord requires removal of any Alterations, Tenant shall cause the same to be removed by contractors approved by Landlord to work at the site and Tenant shall pay the Removal Cost as Additional Rent in accordance with the procedures set forth in Section 9B below. This Section shall survive termination of this Lease.

C. Upon the termination of this Lease, whether by forfeiture, lapse of time or otherwise, or upon termination of Tenant’s right to possession of the Premises, Tenant shall, at its sole cost and expense, be responsible for restoring the Lab Space and the Fab Space to the lateral condition compliant with the De-facilitization and Decontamination Protocols included in the Project-Wide Protocols (collectively, the “De-facilitization and Decontamination Protocols”), as the same Landlord may modify from time to time and provide in writing to Tenant, reasonable wear and tear, damage or destruction from a Casualty (as defined below) for which Tenant is not obligated in this Lease to repair or restore and/or the taking of, damage to, or reduction in the size of the Lab Space or Fab Space, as the case may be, by eminent domain excepted. Any references in the De-facilitization and Decontamination Protocols to Responsible Department or Equipment Owner shall be deemed to refer to Tenant for purposes of the Premises and all references therein to EHS shall mean Landlord’s EHS department and to “Facilities” shall mean “Landlord’s Facilities” organization. The De-facilitization and Decontamination Protocols are subject to such written changes as Landlord shall determine are necessary to comply with any changes in applicable Legal Requirements, including, without limitation, Environmental Laws, and Tenant shall be bound to comply with such written modifications provided by Landlord. When Tenant is prepared to begin the process of restoring the Lab Space and the Fab Space to the condition required under this subparagraph C, Tenant shall notify Landlord in writing in accordance with the procedures set forth in Section 9B below and Landlord shall work with Tenant to have third party consultants perform the necessary work in accordance with Section 9B. If the restoration of the Fab Space and/or the Lab Space is not completed in accordance with the De-facilitization and Decontamination Protocols when the Lease terminates, Tenant’s obligation to pay Rent as to the Lab Space and Fab Space which has not been properly restored shall continue pursuant to Section 29 hereof until the restoration is completed. This Section shall survive termination of this Lease.

9. Changes, Alterations and Additions.

A. No changes, alterations or additions shall be made to the Premises by Tenant and no new process or Infrastructure equipment may be placed in the Premises or removed from the Premises (“Alterations”) without the prior written approval of Landlord. Without limiting the generality of the foregoing, if the proposed Alterations will necessitate modifications to the Project Infrastructure, require Landlord to provide additional Services or otherwise increase the cost to Landlord to perform any other obligation of Landlord under this Lease, the cost of which is already included in Fixed Rent, Landlord can either refuse to give its approval or condition such approval on Tenant’s agreement to pay Landlord for such increased costs. Prior to making any Alterations, Tenant shall notify Landlord in writing of the details of the proposed Alterations. Anything in this Lease to the contrary notwithstanding, if Tenant proposes any Alteration which is defined as a “Change” under Section 31, then Tenant shall be obligated to follow the “Management of Change Procedure” (defined in Section 33 below) with respect to all aspects of such Alteration.

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B. If Landlord approves any such Alteration pursuant to Section 9A above or if any Change (as defined below) requires any Alteration under the Management of Change Procedure (defined in Section 31 below), or if the removal of Tenant’s Property under Section 9C necessitates any repairs or restoration of the Premises, Tenant shall deliver a service request to Landlord together with specifications for the proposed Alteration which describes the Alteration in sufficient detail to allow Landlord to prepare proposals to submit to approved third parties to obtain bids (the “Bids”) from such third parties for any necessary services, such as design, engineering and construction services, or materials that will be required to perform the Alteration. Any work in connection with the Alterations can be performed only by Landlord or third parties who are on Landlord’s approved contractor/consultant list for the Project. Once Landlord obtains the Bids, it shall submit such Bids to Tenant and if Tenant approves such Bids, Tenant shall issue a purchase order authorizing the party that submitted the Bid to perform the work described in the Bid, at Tenant’s sole cost and expense. Tenant shall be responsible for approving the work under each Bid as it is performed and Landlord shall not be liable for any defect in the services, work or materials provided by third parties pursuant to said Bids. Landlord agrees to act as the construction manager for the authorized work at no additional charge to Tenant and, at Tenant’s cost, will apply for and endeavor to obtain any necessary construction permits for such Alterations. Any permanent additions to or alterations of the Premises shall be removed in accordance with Section 8.Notwithstanding any contrary provision of this Lease, Tenant shall be responsible at its sole cost for removing all Tenant’s data and communications cabling from the Premises and between the Premises and the applicable IDF closet and Tenant shall repair any damage to and restore any portion of the Project affected by such removal to their condition immediately prior to the date of the removal.

C. Tenant’s trade fixtures, furniture, inventory, signs, goods, equipment, materials and other personal property used in Tenant’s business (collectively, “Tenant’s Property”) shall at all times remain personal property and, except for any of Tenant’s Property the removal of which is governed by De-facilitization and Decontamination Protocols or is considered to be a Change under Section 31, may be removed from time to time by Tenant; provided, however, that Tenant shall be responsible for the cost and expense incurred by Landlord under Section 9B to (i) repair any physical injury to the Project and Premises caused by the removal of any such property and (ii) return the Project and Premises to the condition prior to the installation of any of Tenant’s Property, reasonable wear and tear and casualty damage excepted. All removal of Tenant’s Property from the Premises which is hard-wired to the Buildings or would impact the Project Infrastructure must be done in accordance with Landlord’s then applicable Project-Wide Protocols and with Landlord’s consent. The removal of any of Tenant’s Property which constitutes a Change under Section 31 must comply with the requirements of Section 8 and Section 9 above.

10. Ingress and Egress.

The Landlord grants to Tenant the nonexclusive right of ingress and egress to the Premises between (a) the existing streets and highways adjoining the Project; and (b) the Premises over the existing drives and parking areas located on the Project. Tenant shall not have access to other areas of the Project unless agreed to in writing by Landlord. As long as Tenant complies with the security, confidentiality and other applicable provisions of this Lease, Tenant shall have full and unimpaired access to the Premises at all times except during emergency situations and planned shutdowns which Tenant is required to participate in as set forth in Section 54A of the Lease, if precluded by Legal Requirements, or as otherwise provided in this Lease.

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11. Abandonment.

Tenant shall continuously occupy the Premises and not vacate or abandon the Premises at any time during the Term or any extension thereof for more than thirty (30) consecutive days unless required to do so by Legal Requirements.

12. Repairs and Maintenance.

A. Except as otherwise set forth in this Lease, Landlord, during the Term of this Lease, shall repair and maintain in good condition, and if necessary, replace all structural portions of the Premises, including, but not limited to, the exterior walls, roof and foundations, pipes and conduits, and utility installations, and all repairs and replacements necessary to put and maintain the exterior of the Premises and parking area (including, but not limited to, filling holes and resealing as necessary, but subject to normal wear and tear), including all improvements now or hereafter constructed thereon by Landlord, and all appurtenances thereto (including sewer and sewer connections, water and gas pipes) in substantially the same condition, order and repair as existed on the Commencement Date (subsequent normal wear and tear and casualty loss excepted); provided, however, that if any said repairs and/or maintenance are necessitated by the negligence or willful misconduct of Tenant, its employees, agents, contractors, licensees or invitees, Tenant shall immediately reimburse Landlord upon Landlord’s delivery of an invoice for the reasonable and actual cost thereof, and no portion of such invoiced amounts shall be included in Fixed Rent. In addition, but except as otherwise provided in this Lease, Landlord shall repair and maintain the interior of the Premises, including, without limitation, windows, repairs and maintenance of those portions of the Premises that are of a structural nature or which are caused by structural failures or movement, repairs to the interior of the Premises made necessary by leakage of the roof, or by leakage of any utility installation and also including, without limitation, repairs and maintenance to ordinary utilities, line plumbing, light fixtures and bulb replacement and interior glass; provided, however, that if any repairs and/or maintenance are necessitated by the acts or omissions of Tenant, its employees, agents, contractors, licensees or invitees, Tenant shall immediately reimburse Landlord upon Landlord’s delivery of an invoice for the cost thereof; and no portion of such invoiced amounts shall be included in Fixed Rent. Notwithstanding the foregoing, Landlord shall not, except as provided in Section 7 of this Lease, be required to repair, alter or make any improvements to the Premises and/or improvements forming a part of the Premises or any of the Facilities to cause the Premises, the Facilities and/or such improvements to comply with Legal Requirements, Environmental Laws, or Project-Wide Protocols nor shall Landlord be required to repair, alter or make any improvements to the Premises or the Project which a third party supplier of services to the Premises is obligated to make under any separate written agreement with Tenant.

B. Landlord, at Landlord’s expense, during the Term shall maintain in good condition and make all repairs and replacements of the Project Infrastructure which serves other areas of the Project in addition to the Premises and will maintain jointly used Infrastructure in good condition and repair. As used herein, the term “Infrastructure” means electrical,

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mechanical, vertical transportation, sprinkler, fire and life safety, structural, security, heating, ventilation and air conditioning systems serving the Buildings and Project, including pipes, wiring, cabling, ducts and conduits forming an integral part of such systems. Tenant shall be responsible, at its sole cost and expense, to repair and maintain any supplemental air conditioning units, hot water heaters, plumbing and Infrastructure that exclusively serves only Tenant’s Facilities and the Premises and all of its tools, equipment and other property located in the Premises, including, but not limited to, its Facilities, equipment, tools and lifts. When Tenant believes that any of the HEPA filters in the Premises or servicing Tenant’s operations in the Premises (even if located outside the Premises) need to be replaced, Tenant shall so notify Landlord in writing and shall provide Landlord with all necessary information and specifications that Landlord or the third party or parties that actually perform the replacement will need to perform the work (the “Other Information”). Landlord shall prepare a specification for the replacement of the filter specified in the notice based on the HVAC Specifications and the Other Information which Tenant shall approve. Upon such approval, Landlord shall obtain a written bid from a third party contractor approved by Landlord to do work at the Project for the cost that such third party will charge for the proposed work. Landlord shall submit such bid to Tenant and if Tenant finds such bid acceptable, Tenant will prepare and issue its purchase order for the work to be done. If Tenant issues its purchase order, Landlord shall act as the construction manager for such work and shall submit the invoice issued by the contractor upon completion of the work described in such purchase order to Tenant who shall pay such sum as Additional Rent to Landlord. In no event shall Landlord be liable for the cost to perform the work to replace the HEPA filters or for any defective work performed by the third party contractor.

C. During the Term of this Lease, Landlord, at its expense, shall provide proper, periodic and normal maintenance, repair and inspection for such heating and air conditioning equipment as exists upon the Premises in order to provide for the HVAC Specifications, the intent of which is to maintain the HVAC system in good condition and repair. If the HVAC equipment requires repairs or replacement of parts, or both, of a major or substantial nature (i.e., in excess of proper, periodic and normal maintenance and inspection), these repairs or replacements, or both, shall be made by Landlord at its expense, unless Tenant’s misuse or abuse of same or any change in the HVAC Specifications necessitates the repair or replacement, or both. Examples of “parts of a major or substantial nature” are compressors, boilers and fan units.

D. Notwithstanding anything contained in this Section 12, if Landlord and Tenant have entered into a separate written agreement with respect to Landlord’s use of some of Tenant’s equipment located in the Premises as specified in that separate agreement, the terms and conditions of that separate agreement shall control with respect to Landlord’s and Tenant’s rights and obligations with respect to such equipment.

13. Temperature Maintenance.

Landlord agrees to maintain (i) temperature in the Office Space and the Common Areas to site standards for the Project, which shall be comparable to habitable temperatures maintained in office space in comparable buildings in Chandler, Arizona, and (ii) temperatures in the Lab Space and Fab Space in accordance with the specifications attached hereto as Exhibit K (collectively, the “HVAC Specifications”). Notwithstanding the foregoing, Landlord may be required to impose energy conservation measures during energy emergency situations that require deviations from the HVAC Specifications, and Landlord shall not be in breach of the Lease for implementing such conservation measures.

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14. Utilities and Services.

A. Except as provided in this Lease, Landlord shall provide or have third parties provide to the Premises for use by Tenant the utility services (the “Utility Services”) which are provided to the Premises as of the Commencement Date, which are hot and cold running water, sewer services, heat, ventilation and air conditioning as stated in Section 13, natural gas and electricity. The cost of said Utility Services are included as part of the Fixed Rent. Landlord may provide or have third parties provide Utility Services to the Premises in excess of those being provided as of the Commencement Date if Tenant desires such change as long as Tenant notifies Landlord of such change, and Tenant pays the increased cost of such Utility Services as Additional Rent. The term “Utility Services” expressly excludes, and Landlord shall have no obligation under this Lease to provide, telephone, telecommunication, network and desktop services, any IT services, and specialty gases all of which are to be provided to Tenant pursuant to separate agreements with Landlord or direct contracts between Tenant and third party providers.

B. As part of the consideration for payment of Fixed Rent above specified, the Landlord, at its own expense, shall furnish, supply and properly maintain for the Tenant, the following services (the “Other Services”):

(i) Care in good condition and appearance of landscaping existing on the Project as of the Commencement Date which shall mean basic outside landscaping services to include watering, fertilizing and grass cutting during the growing season;

(ii) Janitorial services to the Office Space in accordance with Exhibit H and expressly excluding such services for the Fab Space and the Lab Space;

(iii) Parking lot lighting from dusk until dawn – seven days per week;

(iv) Passenger (at all times) and freight (subject to scheduling) elevator service;

(v) Shipping, receiving and mail room services daily Monday through Friday; provided that these services do not include the cost to mail or ship Tenant’s property; Landlord reserves the right to contract with a third party vendor to run the mail room and shipping and receiving operations at the Project;

(vi) Access cards programmed by Landlord for each employee or other person that Tenant notifies Landlord has been permanently assigned by Tenant to the Premises; Tenant will be responsible for providing security identification badges for employees which will be honored by Landlord;

(vii) restroom facilities; and

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(viii) operation, maintenance, repair, cleaning (including janitorial services in accordance with Project wide specifications for all Common Areas of the Project) and supply of the Common Areas in good condition.

C. Except as provided herein, Tenant shall be responsible for procuring its own supplies and services in connection with its operations at, and use and occupancy of, the Premises. Tenant shall provide its own janitorial services for the Fab Space and the Lab Space. Tenant shall be responsible for reimbursing Landlord as Additional Rent for any mailing, shipping or receiving charges payable to ship or mail Tenant’s property.

D. Landlord shall provide the Other Services and the Utility Services (collectively, the “Services”) hereunder to substantially the extent, quantity and quality that such services are provided as of the Commencement Date. Landlord shall not be required to provide any Services to the extent such Services would require Landlord to violate any Legal Requirements.

15. Landlord’s Right of Entry.

A. Landlord has the right to enter the Premises at any reasonable time upon (i) twenty-four (24) hours’ prior notice to Tenant (provided that no notice shall be required in the event of an emergency), for the purpose of performing maintenance, repairs and replacements to the Premises as are permitted or required under this Lease, and (ii) without notice for entry for the purpose of performing routine services which Landlord is required to provide under this Lease, including, but not limited to, routine security services, to exercise Landlord’s rights under this Lease, to inspect the Premises and to ensure that Tenant is complying with the terms and conditions of this Lease. Tenant shall provide Landlord with keys and access cards to the interior and exterior doors of the Premises for such purposes.

B. Upon reasonable notice to Tenant, Landlord may, during the Term, show the Premises to prospective purchasers, mortgagees and tenants.

C. In exercising its rights under this Section, Landlord shall, except in emergencies, use reasonable efforts to enter upon the Premises in a manner that does not unreasonably interfere with Tenant’s operations therein nor materially interfere with or disrupt the normal operation of Tenant’s business.

16. Damage or Destruction of Premises.

A. In the event of damage (“Minor Damage”) to the Premises by fire, other casualty, acts of God or any other insurable event (a “Casualty”) which renders the Premises untenantable in part but Tenant is able in its judgment or Landlord’s judgment to conduct its business therein, and Tenant continues to occupy them in part, the Rent and any other charges shall be apportioned and reduced from the date the damage occurs in the proportion that the unoccupied portion of the Premises bears to the entire Premises until the damage has been repaired. If either Tenant or Landlord determine that Tenant cannot conduct its business in any part of the Premises, then either Tenant or Landlord may elect to terminate the Lease by written notice to the other party within thirty (30) days after the date of the Casualty. If either party fails to give such notice, the Premises shall be repaired in accordance with Section 16C below.

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B. In the event of substantial damage or destruction (“Substantial Damage”) to the Premises by a Casualty which in Landlord’s or Tenant’s reasonable judgment cannot be restored within two hundred seventy (270) days from the date of the Casualty, then either Landlord or Tenant may terminate this Lease by written notice given to the other party within thirty (30) days after the date of the Casualty. If either party fails to give such notice, the Premises shall be repaired in accordance with Section 16C below and the Rent shall wholly abate from the date the damage occurs until Landlord has repaired the Premises to the condition described in Section 16C below unless the Tenant or a party controlled by Tenant caused the Casualty in which event there shall be no Rent abatement.

C. In the event of either Minor Damage or Substantial Damage, unless this Lease is terminated as provided in Sections 16A, B or D hereof, Landlord shall commence within a reasonable time after Landlord receives the insurance proceeds for the Casualty to repair the Premises to substantially the condition in which they were immediately prior to such damage save and except the capital improvements and any other improvements constructed after the Commencement Date. If the damage is not repaired within a reasonable time or in any event within one hundred twenty (120) days from the date commenced in the case of Minor Damage and one hundred eighty (180) days from the date commenced in the case of Substantial Damage, Tenant, as its sole remedy, shall have the right to terminate this Lease by giving Landlord written notice of termination (served no later than thirty (30) days after such right to cancel and terminate arises).

D. Notwithstanding the foregoing, Landlord may elect not to perform restoration work, and instead terminate this Lease by notifying Tenant in writing of such termination within one hundred twenty (120) days after the date the damage occurred (such notice to include a termination date giving Tenant at least sixty (60) days to vacate the Premises), but Landlord may so elect only if the Project is damaged by fire or other casualty (whether or not the Premises are affected) such that: (a) in Landlord’s estimation, restoration cannot reasonably be completed within one hundred twenty (120) days after being commenced without the payment of overtime or other premiums; (b) the holder of any mortgage on the Project shall require that the insurance proceeds or any portion thereof be used to retire the mortgage debt in whole or in part; (c) the damage to the Project exceeds 50% of the replacement cost thereof, as estimated by Landlord; (d) such damage occurs during the last year of the Term; (e) regardless of the extent of damage to the Premises, Landlord makes a good faith determination that restoring the Project would be uneconomical; or (f) the damage is not fully covered by Landlord’s insurance policies. Tenant hereby waives any rights it may have under any applicable law to terminate the Lease by reason of damage to the Premises or the Project or to any abatement of Rent except as specifically set forth herein.

E. Notwithstanding anything to the contrary in this Section 16, Landlord shall not be required to expend an amount in excess of the net insurance proceeds recovered by Landlord in connection with the restoration of the Premises pursuant to this Section 16.

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17. Condemnation.

A. If the whole or any substantial part of the Premises shall be taken or condemned by any competent authority for any public use or purpose, the Term of this Lease shall end upon, and not before, the date when the possession of the part so taken shall actually be required for such use or purpose. Current Rent shall thereupon be apportioned as of the date of such termination.

B. If a taking or condemnation occurs but there is no material interference with the use of the Premises for the purposes for which it is then being used, then this Lease shall not be terminated. The Rent payable hereunder shall be diminished by an amount based on the square footage and type of the portion of the Premises which was so taken or sold and Landlord shall, if the condemnation proceeds are made available to Landlord, at Landlord’s sole expense, restore and reconstruct the Premises to substantially their former condition to the extent that the same may be feasible, but Landlord shall in no event be required to spend for such work an amount in excess of the amount received by Landlord as compensation or damages (over and above amounts therefrom paid to the mortgagee, if any, of the Property taken) for the portion of the Premises so taken. Tenant shall not be entitled to and expressly waives all claim to any such compensation, damage or award, but Tenant may file a separate claim for the taking of any fixtures or improvements owned by Tenant and for moving expenses.

18. Landlord’s Liability.

Landlord shall not be liable for any damage or injury to the person, business (or any loss of income therefrom), goods, wares, merchandise or other property of Tenant, Tenant’s employees, invitees, licensees, customers or any other person in or about the Premises, the Buildings or the Property, whether such damage or injury is caused by or results from: (a) fire, steam, explosion, electricity, water, gas or rain; (b) the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures or any other cause; (c) conditions arising in or about the Premises, the Buildings or the Property for which Landlord is not expressly obligated otherwise in this Lease; or (d) other tenants of the Property. Landlord shall not be liable for any such damage or injury even though the cause of or the means of repairing such damage or injury are not accessible to Tenant. The provisions of this Section 18 shall not, however, exempt Landlord from liability for Landlord’s negligence or willful misconduct. In no event shall Landlord be liable to Tenant under this Lease for special, incidental, treble, punitive or consequential damages. NOTWITHSTANDING ANYTHING IN THIS LEASE OR ANY APPLICABLE LAW TO THE CONTRARY, THE LIABILITY OF LANDLORD HEREUNDER (INCLUDING ANY SUCCESSOR LANDLORD HEREUNDER) AND ANY RECOURSE BY TENANT AGAINST LANDLORD SHALL BE LIMITED SOLELY TO THE INTEREST OF LANDLORD IN THE PROPERTY, AND NEITHER LANDLORD, NOR ANY OF ITS CONSTITUENT MEMBERS, NOR ANY OF THEIR RESPECTIVE AFFILIATES, PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SHAREHOLDERS SHALL HAVE ANY PERSONAL LIABILITY THEREFOR, AND TENANT, FOR ITSELF AND ALL PERSONS CLAIMING BY, THROUGH OR UNDER TENANT, EXPRESSLY WAIVES AND RELEASES LANDLORD AND SUCH RELATED PERSONS AND ENTITIES FROM ANY AND ALL PERSONAL LIABILITY.

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19. Default.

A. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Tenant;

(i) The failure by Tenant to make any payment of Fixed Rent, Additional Rent or any other payment required to be made by Tenant hereunder (a “Non-Payment Default”) within five (5) days of notice from Landlord that such payment is due; provided, however, that Landlord shall not be required to deliver notice of a Non-Payment Default, and any such Non-Payment Default shall automatically be a material default and breach of this Lease by Tenant, if Landlord has delivered notice to Tenant of any Non-Payment Default within six (6) months prior to the date of any subsequent Non-Payment Default. Any notice delivered by Landlord notifying Tenant that such amounts are due shall constitute the notice to pay rent or quit, or other notice, required to terminate a leasehold tenancy under Arizona law;

(ii) The failure by Tenant to observe or perform, any of the covenants, conditions or provisions of this Lease to be observed or performed by Tenant, other than described in subsection A(i) above, where such failure shall continue for a period of thirty (30) days after receipt of written notice thereof from Landlord to Tenant; provided that if the default cannot be cured within such thirty (30) day period, it shall not be considered a default if Tenant commences to cure such default within such thirty (30) day period and thereafter proceeds diligently and continuously to complete such cure provided in no event shall such cure period exceed sixty (60) days. Such notice shall constitute the notice to pay rent or quit, or other notice, required to terminate a leasehold tenancy under Arizona law; and

(iii) (a) the making by Tenant of any general assignment for the benefit of creditors; (b) Tenant becoming a “debtor” as defined in 11 U.S.C. Section 101 or any successor statute thereto (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days); or (c) the appointing of a trustee or receiver to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where possession is not restored to Tenant within sixty (60) days.

B. At any time after default or breach hereof by Tenant, with or without notice or demand, and without limiting Landlord in the exercise of any right or remedy which Landlord may have by reason of such default or breach, Landlord may:

(i) Terminate this Lease and recover from Tenant upon demand therefor, as liquidated and agreed upon final damages for Tenant’s default, an amount equal to the sum of the following: (i) the cost of recovering the Premises, including, without limitation, reasonable attorneys’ fees; (ii) the unpaid Rent earned at the time of termination, plus interest thereon at the Default Rate; (iii) the difference between (1) Rent and other sums which would be payable under this Lease for the remainder of the Term, discounted to present worth at the rate of five percent (5%) per annum, and (2) the then fair market rental value of the Premises as reasonably determined by Landlord for the same period, discounted to present worth at the same rate; (iv) costs of reletting and

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refurbishing the Premises, including, without limitation, reasonable legal fees, brokerage commissions, the costs of alterations and the value of other concessions or allowances granted to a new tenant, and (v) any other sum of money and damages owed by Tenant to Landlord.;

(ii) Terminate Tenant’s right of possession and re-enter and repossess the Premises or any part thereof by summary proceedings, ejectment, forcible entry and detainer, forcible detainer or otherwise, and Landlord shall have the right to remove all persons and property therefrom and change the locks, without judicial process. Landlord shall be under no liability for or by reason of any such entry, repossession or removal. No such re-entry or taking of possession of the Premises by Landlord shall be construed as an election on Landlord’s part to terminate this Lease or to accept a surrender thereof unless a written notice of such intention is given by Landlord to Tenant or unless the termination of this Lease is decreed by a court of competent jurisdiction. Landlord may, but has no obligation to, at its option relet all or any part of the Premises for the account of Tenant for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the Term) and on such conditions (which may include concessions or free rent) and for such uses as Landlord, in its sole discretion, may determine, and Landlord may collect and receive any rents payable by reason of such reletting; and apply the same on account of Rent due and to become due hereunder. Landlord shall not be required to accept any tenant offered by Tenant or observe any instruction given by Tenant about such reletting, or do any act or exercise any care or diligence with respect to such reletting. For the purpose of such reletting, Landlord may decorate or make repairs, changes, alterations or additions in or to the Premises or any part thereof to the extent deemed by Landlord desirable or convenient, and the reasonable cost of such decoration, repairs, changes, alterations or additions shall be charged to and be payable by Tenant as Rent hereunder, as well as any reasonable brokerage and legal fees expended by Landlord. Landlord reserves the right to terminate this Lease at any time after taking possession of the Premises as aforesaid. Neither termination nor repossession and reletting shall relieve Tenant of its obligations hereunder, all of which shall survive such termination, repossession or reletting. Tenant agrees that Landlord may file suit to recover any sums falling due under the terms of this Section 19 from time to time and that no suit or recovery of any portion due Landlord hereunder shall be any defense to any subsequent action brought for any amount not theretofore reduced to judgment in favor of Landlord. If Landlord terminates Tenant’s possession of the Premises under this Section 19, Landlord shall have no obligation to post any notice and Landlord shall have no obligation whatsoever to tender to Tenant a key for new locks installed in the Premises;

(iii) Pursue any other remedy now or hereafter available to Landlord under the laws or judicial decisions of the State of Arizona; and

(iv) Do or cause to be done any act or thing that Tenant failed to perform after expiration of the applicable grace period. Any monies paid in connection with the performance of such act or thing shall constitute Additional Rent hereunder and shall be due and payable by Tenant immediately upon notice given by Landlord to Tenant of the nature and amount thereof.

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C. Landlord shall not be in default hereunder unless Landlord fails to perform obligations required of Landlord within a reasonable time, but in no event until at least thirty (30) days after written notice by Tenant to Landlord; provided, however, that if the nature of Landlord’s default is such that more than thirty (30) days are reasonably required to cure such default, then Landlord shall not be deemed to be in default if Landlord shall have commenced the cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion.

D. No delay or omission of either party in exercising any right accruing upon any default of the other party shall impair any such right or be construed to be a waiver thereof, and every such right may be exercised at any time during the continuance of such default. A waiver by either of the parties of a breach or a default under any of the terms and conditions of this Lease by the other party shall not be construed to be a waiver thereof, and every such right may be exercised at any time during the continuance of such default. A waiver by either of the parties of a breach or a default under any of the terms and conditions of this Lease by the other party shall not be construed to be a waiver of any subsequent breach or default or of any other term or condition of this Lease. No remedy provided in this Lease shall be exclusive, but each shall be cumulative with all other remedies provided in this Lease and at law or in equity.

E. In the event of a dispute between the parties which requires a party hereto to seek redress through an action at law or in equity (or to seek redress through a form of Alternative Dispute Resolution in accordance with Section 30 of this Lease) the losing party shall pay, upon demand, all of the prevailing party’s costs, charges and expenses, including reasonable attorneys’ fees, incurred by such prevailing party in connection with the resolution of such dispute. For purposes of this Section, the term “losing party” shall mean the party which obtains substantially less relief than originally sought by such party in the legal or equitable action (or Alternative Dispute Resolution forum) and the term “prevailing party” shall mean the party which obtained substantially the relief sought by such party in the legal or equitable action (or Alternative Dispute Resolution forum).

20. Bankruptcy.

In the event the estate created hereby shall be taken in execution or by other process of law, or if Tenant shall be adjudicated insolvent or bankrupt pursuant to the provisions of any state or federal insolvency or bankruptcy law, or if a receiver or trustee of the property of Tenant shall be appointed by reason of Tenant’s insolvency or inability to pay its debts, or if any assignment shall be made of Tenant’s property for the benefit of creditors, then and in any of such events, Landlord may terminate this Lease by written notice to Tenant.

21. Indemnification.

Tenant shall indemnify and hold Landlord, its directors, officers, employees, agents, stockholders, successors and assigns (the “Landlord Indemnified Parties”) harmless from all loss, damage, cost, expense or liability (including reasonable attorneys’ fees, expenses and costs) incurred by said Landlord Indemnified Parties arising out of or in connection with (i) any injury to, or death of, any person, or damage to, or destruction of, property of third parties occurring in, on, or about the Premises, or (ii) any acts or omissions of Tenant or Tenant’s employees, agents,

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contractors, subcontractors, invitees, licensees or other authorized representatives, except to the extent caused by the acts or omissions of Landlord or Landlord’s employees, agents, contractors, subcontractors, invitees, licensees or other authorized representatives. Tenant’s obligation under subsection (i) of this Section to indemnify and hold the Landlord Indemnified Parties harmless shall be limited to the sum that exceeds the amount of insurance proceeds, if any, received by Landlord. The indemnification set forth in this Section 21 shall survive the termination or expiration of this Lease.

22. Insurance.

A. Landlord shall keep in effect, during the Term of this Lease:

(i) Insurance against damage to the Buildings by fire and other risks now or hereafter embraced in extended coverage, in amounts sufficient to prevent Landlord from becoming a co-insurer.

(ii) Commercial General Liability insurance in the amount of at least Two Million Dollars ($2,000,000) in any one occurrence upon or in connection with the use or occupancy of the Premises resulting in bodily injury or death.

B. Tenant shall, at its expense, keep in effect during the Term of this Lease or any extension thereof, the following insurance in standard form policies, with an insurance company authorized to do business in the State in which the Premises are situated, and acceptable to Landlord, with an A.M. Best rating of at least A-, VII.

(i) Commercial general liability insurance in the amount of at least Two Million Dollars ($2,000,000) in any one occurrence upon or in connection with the use or occupancy of the Premises resulting in bodily injury or death.

(ii) Comprehensive property damage insurance covering liability or damage in any one occurrence occurring upon or in connection with the use or occupancy of the Premises to all property in at least the sum of Two Million Dollars ($2,000,000).

(iii) All risk contents coverage on Tenant’s personal property, equipment, furnishings, fixtures and other chattels located or to be located in the Premises.

(iv) The required statutory amount of workers’ compensation insurance.

C. All property policies of insurance required to be maintained by Landlord and Tenant pursuant to this Lease shall name the other party as an additional insured as their respective interests may appear (and if requested by Landlord shall bear appropriate endorsements to protect Landlord’s mortgagee). Tenant’s liability insurance shall name Landlord as additional insured.

D. The insurance required to be carried by Tenant shall be effective only from and after the Commencement Date. Tenant shall furnish Landlord within ten (10) days after the Commencement Date and thereafter, upon Landlord’s written request, a certificate or certificates of insurance evidencing the existence of the required coverage.

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E. The parties release each other, and their respective authorized representatives, from any claims for damage to the Premises and the Buildings and other improvements in which the Premises are located, and to the fixtures, personal property, Tenant’s improvements, and alterations of either Landlord or Tenant in or on the Premises and the Buildings and other improvements in which the Premises are located that are caused by or result from risks insured against under any insurance policies carried by the parties and in force at the time of any such damage, including any damage caused by the other parties negligence.

F. Each party shall cause each workers’ compensation and property insurance policy obtained by it to provide that the insurance company waives all right of recovery by way of subrogation against either party in connection with any damage covered by any policy. Neither party shall be liable to the other for any damage caused by fire or any of the risks insured against (or required to be insured against) under any insurance policy required by this Lease.

23. Mechanic’s Liens.

All work performed, materials furnished, or obligations incurred by or at the request of Tenant shall be deemed authorized and ordered by Tenant only, and Tenant shall not permit any mechanic’s liens to be filed against the Premises, the Building or the Property in connection therewith. Upon completion of any such work, Tenant shall deliver to Landlord final lien waivers from all contractors, subcontractors and materialmen who performed such work. If such a lien is filed, then Tenant shall, within ten (10) days after Tenant obtains knowledge thereof (or such earlier time period as may be necessary to prevent the forfeiture of the Premises, the Property or any interest of Landlord therein or the imposition of a civil or criminal fine with respect thereto), either (i) pay the amount of the lien and cause the lien to be released of record, or (ii) diligently contest such lien and deliver to Landlord a bond or other security reasonably satisfactory to Landlord. If Tenant fails to timely take either such action, then Landlord may pay the lien claim, and any amounts so paid, including reasonable expenses and interest, shall be paid by Tenant to Landlord within ten (10) days after Landlord has invoiced Tenant therefore together with interest at the Default Rate. Tenant shall defend, indemnify and hold harmless the Landlord Indemnified Parties from and against all claims, demands, causes of action, suits, judgments, damages and expenses (including attorneys’ fees) in any way arising from or relating to the failure by Tenant to pay for any work performed, materials furnished, or obligations incurred by or at the request of Tenant. This indemnity provision shall survive termination or expiration of this Lease. Landlord and Tenant acknowledge and agree that their relationship is and shall be solely that of “landlord-tenant” (thereby excluding a relationship of “owner-contractor,” “owner-agent” or other similar relationships). Accordingly, all materialmen, contractors, artisans, mechanics, laborers and any other persons now or hereafter contracting with Tenant, any contractor or subcontractor of Tenant for the furnishing of any labor, services, materials, supplies or equipment with respect to any portion of the Premises, at any time from the date hereof until the end of the Term, are hereby charged with notice that they look exclusively to Tenant to obtain payment for same. Nothing herein shall be deemed a consent by Landlord to any liens being placed upon the Premises, the Building or the Property or Landlord’s interest therein due to any work performed by or for Tenant or deemed to give any contractor or subcontractor or materialman any right or interest in any funds held by Landlord to reimburse Tenant for any portion of the cost of such work.

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24. Assignment or Subletting.

A. Tenant shall not have the right to assign or encumber this Lease or sublet or license any part of the Premises without the prior written consent of Landlord. If Tenant desires to take any such action, Tenant shall submit to Landlord, in writing, the name of the proposed assignee, licensee, encumbrance holder or subtenant and the nature, financial condition, and character of the business of such entity. An assignment or other transfer of Tenant’s interest under the Lease or Tenant’s right to use the Premises shall not operate to release Tenant from its obligations under this Lease and Tenant shall continue to be responsible for such obligations from and after the date of the assignment or other transfer. Landlord’s consent to any assignment, sublease or other transfer shall not constitute consent to any other assignment, sublease or transfer.

B. Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances:

(i) if, in Landlord’s reasonable judgment, the character, reputation, or business of the proposed assignee or sublessee is not consistent with the quality of the other tenants in the Project;

(ii) the assignee or sublessee intends to use the space being transferred for a use which is not permitted under this Lease or is not suitable for the Premises;

(iii) the assignee or sublessee intends to use the space or the Building in a manner that would materially increase the pedestrian or vehicular traffic to the Premises or the Building or would adversely affect the mechanical systems or structural components of the Building; or

(iv) the assignee or sublessee offers services or goods similar to Landlord or is otherwise a competitor of Landlord, as determined by Landlord.

25. Delays.

In the event that either party hereto shall be delayed or hindered in or prevented from the performance of any of their or its respective provisions anywhere herein contained, by reason of (i) the destruction, in whole or in part, of any Building or improvement forming a part of the entire Premises, (ii) strikes, (iii) lockouts, (iv) labor troubles, (v) war, whether declared or undeclared, (vi) riot, (vii) Act of God, (viii) embargoes, (ix) delays in transportation, (x) inability to procure materials and/or labor, (xi) failure of power, (xii) restrictive governmental laws or regulations, whether valid or not, (xiii) insurrection, (xiv) acts of terrorism or (xv) any other reason other than financial, beyond the reasonable control of such party, and not the fault of the party so delayed or hindered in or prevented from performing work or doing acts otherwise required under this Lease, then performance of such work or doing of such acts shall be excused for the period of the delay, and the period for the performance of such work or doing such acts shall be extended for a period equivalent to the period of such delay; provided, however, that the provisions of this Section shall not operate so as to excuse or release Tenant from the prompt payment of Rent or other sums required to be paid by Tenant to Landlord or to other payees anywhere hereunder.

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26. Successors and Assigns.

Subject to the provisions of Section 24 hereof, this Lease is intended to and does bind the successors and assigns of Landlord and Tenant, respectively.

27. Option to Renew.

Tenant is hereby granted one (1) option to renew this Lease for a period of one (1) year following the initial Term (the “Renewal Term”) on the following terms and conditions:

A. At the time of Tenant’s exercise of the option to renew and at the time of said renewal, Tenant shall not be in default beyond any applicable cure period under the terms and provisions of this Lease, and Tenant shall be in possession of one hundred percent (100%) of the Premises pursuant to this Lease.

B. Tenant shall deliver written notice of the exercise of the option (the “Renewal Notice”) no later than June 6, 2009.

C. All of the terms and conditions of this Lease shall apply during the Renewal Term except that the Fixed Rent shall be adjusted as set forth in Exhibit F; provided, however, in no event shall the Term extend beyond the third anniversary of the Commencement Date unless Landlord and Tenant modify this Lease or enter into a new lease of all or part of the Premises which grants Tenant additional renewal options or the right to occupy the Premises after the expiration of the Term. Additional Rent will be charged during the Renewal Term as provided in Section 4 of this Lease.

D. Landlord shall notify Tenant on or before December 6, 2009 whether Landlord intends to enter into an amendment to this Lease or enter into a new lease, either extending the Term beyond the third anniversary of the Commencement Date; provided, however, Landlord’s failure to do so shall not be considered a default by Landlord, entitle Tenant to holdover in the Premises, allow Tenant to exercise any rights or remedies under this Lease, or constitute an implied promise by Landlord that Tenant shall have the right to renew or extended the Term of this Lease.

28. Subordination.

This Lease shall be subject and subordinated at all times to the liens of any mortgages or deeds of trust in any amount or amounts whatsoever now existing or hereafter encumbering the Premises, without the necessity of having further instruments executed by Tenant to effect such subordination. Notwithstanding the foregoing, Tenant covenants and agrees to execute and deliver upon reasonable written demand such further instruments evidencing such subordination of this Lease to such liens of mortgages or deeds of trust as may be reasonably requested by Landlord, provided that Landlord shall use commercially reasonable efforts to obtain from the holder of any mortgage or deed of trust a non-disturbance and attornment agreement that will provide that as long as Tenant shall pay the Rent reserved and comply with, abide by and

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discharge the terms, conditions, covenants and obligations on its part, to be kept and performed herein and shall attorn to any successor in title, such holder will agree not to disturb the peaceable possession of the Tenant in and to the Premises for the Term of this Lease upon the terms and conditions agreed to in such agreement, in the event of the foreclosure of any such mortgage or deed of trust, by the purchaser at such foreclosure sale or such purchaser’s successor in title.

29. Holdover.

If Tenant fails to vacate the Premises at the expiration or earlier termination of the Term, then Tenant shall be a tenant at sufferance as to such space and, in addition to all other damages and remedies to which Landlord may be entitled for such holding over, Tenant shall pay, in addition to the other Rent, holdover rent for the Premises equal to (i) for the first month of any such holdover, 150% of the Fixed Rent payable during the last month of the Term, (ii) for the second month of any such holdover, 175% of the Fixed Rent payable during the last month of the Term, and (iii) for any month after the first and second month of any such holdover, 200% of the Fixed Rent payable during the last month of the Term. The provisions of this Section 29 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law or a consent by Landlord to any holding over by Tenant and Landlord expressly reserves the right to require Tenant to surrender possession of the Premises upon the expiration of the Term or upon the earlier termination hereof and to assert any remedy at law or in equity to evict Tenant and/or collect damages in connection with such holding over. If Tenant fails to surrender the Premises upon the termination or expiration of this Lease, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold the Landlord Indemnified Parties harmless from all loss, costs (including reasonable attorneys’ fees) and liability resulting from such failure, including any lost profits to Landlord resulting therefrom.

30. Alternative Dispute Resolution.

Landlord and Tenant shall attempt to settle any claim or controversy arising out of this Lease through consultation and negotiation in the spirit of mutual friendship and cooperation. If such attempts fail, then the dispute shall first be submitted to a mutually acceptable neutral advisor for mediation, fact-finding or other form of alternate dispute resolution. Neither of the parties may unreasonably withhold acceptance of such an advisor, and their selection will be made within 30 days after notice by the other party demanding such mediation. Cost of such mediation or any other alternate dispute resolution agreed upon by the parties shall be shared equally by Landlord and Tenant. Any dispute which cannot be so resolved between the parties within ninety (90) days of the date of the initial demand by either party for such mediation shall be finally determined by the courts. The use of such a procedure shall not be construed to affect adversely the rights of either party under the doctrines of laches, waiver or estoppel. Nothing in this Paragraph shall prevent either party from pursuing judicial proceedings if (a) good faith efforts to resolve a dispute under these procedures have been unsuccessful or (b) interim resort to a court is necessary to prevent serious and irreparable injury to a party or to others.

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31. Environmental, Health and Safety.

A. For the purposes of this Section 31 and Section 54 of this Lease, the terms listed below shall be defined as follows:

“Change” means the Tenant doing, or causing or allowing to be done, any of the following after the Commencement Date: (i) modify or add to the type, quantity, or location of Chemicals (as defined below) used or stored by or for Tenant; (ii) relocate the Facilities in the Project, within the Premises or outside the Premises, if the result of such relocation would have a potential adverse environmental, safety or health impact to Landlord’s or Tenant’s operations, including impact to Landlord’s or Tenant’s ability to comply with Environmental Law; (iii) increase the “Hourly Capacity” (as hereinafter defined) of the Facilities; (iv) increase the production from the Facilities in any consecutive twelve-month period; (v) modify the equipment, processes, methods, procedures, or intensity of operation associated with the Facilities, if such modification has the potential to increase the quantity emitted, in any one-hour period or in any consecutive twelve-month period, of any air pollutant regulated under any “Environmental Law” (as hereinafter defined) relating to the Facilities; or (vi) modify the equipment, processes, methods, procedures, or intensity of operation associated with the Facilities, if such modification as identified in (vi) has the potential either to (a) increase the quantity, concentration, toxicity, hazard or risk associated with any solid waste, hazardous waste, wastewater, storm water, or any other instrumentality regulated by any Environmental Law relating to the Facilities, or (b) require additional control measures to address electrical, physical, radiation, mechanical, fire or explosion, ventilation, or chemical hazards.

“Chemical” means any element, compound, or mixture of elements and/or compounds that are regulated under applicable Environmental Law or under those site procedures and policies.

“Entirely Remove” and “Entire Removal” mean that the concentrations remaining in place in environmental media after remediation do not exceed the concentrations established or identified under applicable Environmental Laws promulgated, published or adopted by the State of Arizona, Maricopa County, or any other regulatory authority having jurisdiction over a remediation to be performed under this Lease at the time the remediation is being performed so long as such concentrations do not adversely impact Landlord’s operations, including Landlord’s ability to transfer title to its property free of any environmental encumbrances, including, but not limited to, deed restrictions restricting the use of the Property or requiring ongoing environmental controls or monitoring.

“Environmental Law” means any federal, state, or local law, statute, ordinance, regulation, permit, registration, exemption, or order pertaining to health, industrial hygiene, or the environmental conditions, including, without limitation, the following: (i) the Occupational Health & Safety Act, now or hereafter amended (29 U.S.C. §§ 655, 657); (ii) the Resource Conservation and Recovery Act, as amended by the Hazardous and Solid Waste Amendments of 1984, as now or hereafter amended (42 U.S.C. § 6901 et seq.); (iii) the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) of 1980, as amended by the Superfund Amendments and Reauthorization Act (SARA) of 1986, as now or hereafter amended (42 U.S.C. § 9601 et seq.); (iv) the Clean Water Act, as now or hereafter amended (33 U.S.C. § 1251 et seq.); (v) the Toxic Substances Control Act, as now or hereafter amended (25 U.S.C. § 2601 et seq.); (vi) the Clean Air Act, as now or hereafter amended (42 U.S.C. § 7401 et

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seq.); (vii) Arizona Revised Statutes Title 49 et seq.; (viii) Department of Transportation regulations under C.F.R. Title 49; (ix) all regulations promulgated under any of the foregoing; (x) the Fire Code Requirements; (xi) those recognized consensus standards, for example voluntary standards issued by the National Institute of Occupational Safety and Health, that are adopted by Landlord and communicated to Tenant; and (xii) any other federal, state, or local law, statute, regulation, or ordinance, regulating, prohibiting, or otherwise restricting the placement, discharge, release, threatened release, generation, treatment, or disposal upon or into the environment of any substance, pollutant, infectious agent, virus or other biological material or waste which is now or hereafter classified or considered to be hazardous or toxic to human health or the environment.

“Environmental Liabilities” shall mean any and all claims, obligations, suits, costs (including, but not limited to, environmental remediation costs), damages, settlements, charges, assessments, liens, penalties, fines, pre-judgment and post-judgment interest, attorneys’ fees and other legal fees (collectively, “Claims”) regardless of the form of the Claim whether at common law, strict liability, negligence, nuisance, or under any statute of regulation, incurred: (a) pursuant to any requirement, responsibility, or directive (including requirements, responsibilities or directives embodied in Environmental Laws), agreement (including settlements), notice, order, injunction, judgment or similar document arising out of or in connection with any Environmental Law, or (b) pursuant to any third party or governmental entity claim for personal injury, property damage, damage to natural resources, remediation, or similar injury, costs or expenses incurred or asserted pursuant to any Environmental Law.

“Facility” means each and every discrete or identifiable structure, device, item, equipment, area, or enclosure, including appurtenances, the ownership or operational control of which, whichever the case may be, is held by Tenant. “Facilities” means each and every Facility or all of the Facilities except Tenant’s furniture which Tenant shall be entitled to remove from the Premises as long as it complies with Section 54C of this Lease.

“Hazardous Substance” means any substance, product, matter, material, waste, solid, liquid, gas, Chemical, pollutant, contaminant, or agent located in or about or coming from the Facilities, the generation, storage, transportation, disposal, handling, recycling, “Release” (as hereinafter defined), threatened Release, or treatment of which is regulated, controlled, prohibited, or limited under any Environmental Law, including, without limitation, the following: (i) gasoline, diesel fuel, fuel oil, motor oil, waste oil, and any other petroleum hydrocarbons, including any additives or other by-products associated therewith; (ii) asbestos and asbestos-containing materials in any form; (iii) polychlorinated biphenyls; (iv) isopropyl alcohol; (v) ethylene glycol; (vi) radioactive materials; and (vii) any substance that (A) requires reporting or remediation under any Environmental Law, (B) causes or threatens to cause a nuisance in the Premises or in adjacent space or poses or threatens to pose a hazard to health or safety of persons in the Premises or in adjacent space, or (C) which, if it emanated or migrated from the Premises or from adjacent space could constitute a trespass, nuisance or health or safety hazard to persons on the Property outside the Premises.

“Hourly Capacity” means the production capability of the Facilities in any one-hour period.

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“Indemnitee” means the person seeking the benefit of an indemnity provided in Sections 31H through 31J herein below.

“Indemnitor” means the person with the obligation to indemnify the Indemnitee under Sections 31H through 31J herein below.

“Management of Change Procedure” means the procedure described in Section 31D below.

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing of any Hazardous Substance, including, without limitation, the abandonment or discarding of barrels, containers, and other receptacles containing any Hazardous Substance.

B. To the extent permitted by applicable Environmental Laws, Tenant shall maintain all environmental, health and safety permits, registrations, and licenses required by its operations and shall perform all obligations with respect to any materials defined as “Hazardous Wastes” under applicable Environmental Laws and Hazardous Substances generated, stored, shipped, transported, disposed, in or from the Premises as required under applicable Environmental Laws. Tenant shall also maintain any and all environmental, health and safety permits, registrations, licenses and shall perform all obligations with respect to Tenant’s personal property required by the Arizona Radiation Regulatory Agency and under any other applicable Environmental Laws. To the extent permitted by applicable Environmental Laws, Landlord shall maintain all other environmental, health and safety permits, registrations and licenses needed by the Tenant to operate the Facilities as permitted by applicable Environmental Laws.

C. Tenant shall be responsible for, and does hereby represent and warrant that it shall, at its sole cost, comply with, all Environmental Laws applicable to the Facilities or the operation thereof, and that this obligation shall apply regardless of who obtains or maintains any permits, exemptions, or registrations. In addition, Tenant will comply with Landlord’s Project Wide Protocols that are implemented by Landlord to maintain its existing ISO 14001 certification (“EMS Procedures”) (as Landlord may hereafter amend, supplement, replace or otherwise modify the same in writing and deliver the same to Tenant). Landlord will provide Tenant with any relevant EMS procedures including any newly developed or revised EMS procedures in connection with its existing ISO 14001 certification. Landlord will notify Tenant either by written or electronic means of any procedures that will impact Tenant’s day-to-day operations in the Premises. Nothing in this paragraph is intended to limit Tenant’s ability to voluntarily adopt or comply with requirements that do not otherwise apply to its operations for the reasons set forth herein.

D. If at any time Tenant desires to make any Change affecting its Facilities, Tenant shall first obtain Landlord’s prior written approval of the Change in accordance with the management of change procedure described in this Paragraph D (the “Management of Change Procedure”), as follows:

(i) Tenant shall submit to Landlord a written detailed description of the Change desired by Tenant including the timing of any such Change, as well as such supplemental information as Landlord requests to facilitate Landlord’s review of the proposed Change.

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(ii) Within thirty (30) calendar days after the date of receipt by Landlord of any Change request or any supplemental information requested by Landlord pursuant to Section 31(D)(i), whichever is later, Landlord shall notify Tenant in writing of Landlord’s approval, disapproval, or conditional approval of the Change proposed by Tenant. Provided that Tenant has received and retained a receipt signed by Landlord acknowledging that Landlord has actually received the Change request or supplemental information to be delivered to Landlord under this Section 31(D)(ii), absence of response by Landlord within the time frame specified in this Section 31(D)(ii) shall be deemed approval by Landlord.

(iii) Landlord shall not unreasonably withhold approval, but Landlord may nevertheless disapprove or approve with conditions any Change which: (A) Landlord reasonably believes has the potential to increase the burden or cost of (i) providing any of the Services or (ii) performing any of the other obligations of Landlord under this Lease; or (B) Landlord reasonably believes has the potential to affect adversely Landlord’s property, facilities, or operations, the safety of any of its employees or contractors, the protection of public health or the environment, or compliance under any statute or regulation applicable to Landlord’s or Tenant’s property, facilities, or operations on or in the vicinity of the Project.

(iv) Conditions of approval may include, but will not necessarily be limited to, Tenant’s agreement that Landlord shall perform its obligations under the Lease or provide the Services as a result of the Change and/or that Tenant shall pay any increased costs that Landlord will incur to perform said obligations and provide said Services.

(v) Any approved Change shall be performed by Landlord or a third party contractor in accordance with the requirements of Section 9 of this Lease.

E. Tenant represents and warrants that it shall not cause or permit any Chemicals or gases to be brought into or onto the Premises, the Common Areas, or the Property except with the knowledge and approval of the Landlord. Tenant must obtain approval from Landlord’s EHS department in accordance with Section 54D prior to ordering any Chemicals or Chemical samples. Landlord’s approval of any Chemical or gas does not constitute operational control of Tenant’s operations and shall not release Tenant from any of its obligations set forth herein.

F. Tenant represents and warrants that it shall not cause or permit any Hazardous Substance to be brought onto or Released into or onto the Premises, the Common Areas, or the Property (including the soil or ground water thereunder and the sewer and drainage systems therein) except in accordance with all applicable Environmental Laws. Tenant shall immediately notify Landlord if any unauthorized or un-permitted Release occurs. As to any Release that has been caused or permitted by Tenant, subject to the provisions of Section 31H, below, Landlord will immediately commence to Entirely Remove such Released Hazardous Substance at Tenant’s sole expense. Entire Removal shall be completed in a manner fully in compliance with all applicable Environmental Laws. Following completion of the activities specified in the preceding sentence, Tenant shall, upon Landlord’s demand and at Tenant’s sole expense, reimburse and pay to Landlord all costs and expenses incurred by Landlord to Entirely Remove such Release in compliance with applicable Environmental Law.

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G. Subject to the provisions of Section 31H, TENANT SHALL INDEMNIFY LANDLORD FOR ALL ENVIRONMENTAL LIABILITIES ARISING FROM TENANT’S RELEASE, EXCEPT TO THE EXTENT SUCH RELEASE ARISES FROM OR IS RELATED TO THE NEGLIGENT OR WILLFUL MISCONDUCT OF LANDLORD OR LANDLORDS’ AGENTS, CONTRACTORS OR EMPLOYEES.

H. If at any time it appears to a reasonable certainty that a Release caused or permitted by Tenant has commingled with a Release caused or permitted by Landlord (“Commingled Release”), Landlord shall have the responsibility to remediate the Commingled Release. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, TENANT SHALL INDEMNIFY LANDLORD FOR TENANT’S PORTION OF THE ENVIRONMENTAL LIABILITIES ARISING FROM A COMMINGLED RELEASE. AS USED HEREIN, “TENANT’S PORTION OF THE ENVIRONMENTAL LIABILITIES ARISING FROM A COMMINGLED RELEASE” SHALL BE EQUAL TO THE TOTAL ENVIRONMENTAL LIABILITIES BORNE BY LANDLORD ARISING FROM A COMMINGLED RELEASE MULTIPLIED BY A FRACTION, THE NUMERATOR OF WHICH IS THE ENVIRONMENTAL LIABILITIES BORNE BY LANDLORD ARISING FROM THAT PORTION OF THE RELEASE CAUSED OR PERMITTED BY TENANT AS DETERMINED BY LANDLORD, AND THE DENOMINATOR OF WHICH IS THE TOTAL ENVIRONMENTAL LIABILITIES BORNE BY LANDLORD ARISING FROM THE COMMINGLED RELEASE.

I. In addition to the indemnification provided in Section 21 hereof, TENANT SHALL INDEMNIFY, DEFEND, AND HOLD LANDLORD AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, STOCKHOLDERS, SUCCESSORS AND ASSIGNS HARMLESS FROM AND AGAINST: (I) ANY AND ALL ENVIRONMENTAL LIABILITIES TO THE EXTENT THAT SUCH ENVIRONMENTAL LIABILITIES RESULT FROM ANY ACTS OR OMISSIONS OF TENANT, ITS AGENTS, CONTRACTORS, OR EMPLOYEES; (II) ANY AND ALL ENVIRONMENTAL LIABILITIES TO THE EXTENT THAT SUCH ENVIRONMENTAL LIABILITIES RESULT FROM OWNERSHIP OR OPERATIONAL CONTROL OF THE FACILITIES BY TENANT; AND (III) ANY AND ALL EXPENSES OR COSTS THAT RESULT FROM ANY BREACH BY TENANT OF ANY OBLIGATION IMPOSED ON TENANT UNDER THIS LEASE OR BREACH OF ANY REPRESENTATION OR WARRANTY OF TENANT STATED IN THIS SECTION 31.

J. In addition to the indemnification provided in Section 21 hereof, LANDLORD SHALL INDEMNIFY, DEFEND, AND HOLD TENANT AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, STOCKHOLDERS, SUCCESSORS AND ASSIGNS HARMLESS FROM AND AGAINST: (I) ANY AND ALL ENVIRONMENTAL LIABILITIES TO THE EXTENT THAT SUCH ENVIRONMENTAL LIABILITIES RESULT FROM ANY ACTS OR OMISSIONS OF LANDLORD, ITS AGENTS, CONTRACTORS OR EMPLOYEES; (II) ANY AND ALL ENVIRONMENTAL LIABILITIES TO THE EXTENT THAT SUCH ENVIRONMENTAL LIABILITIES RESULT FROM OWNERSHIP OR OPERATIONAL

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CONTROL OF THE LANDLORD’S CO-LOCATED FACILITIES BY LANDLORD; AND (III) ANY AND ALL EXPENSES OR COSTS THAT RESULT FROM ANY BREACH BY LANDLORD OF ANY OBLIGATION IMPOSED ON LANDLORD BY, OR REPRESENTATION OR WARRANTY OF LANDLORD STATED IN THIS SECTION 31.

K. Notwithstanding any provision in this Lease to the contrary, the indemnities provided in Sections 31G through 31J of this Lease shall survive the date of termination of this Lease without limitation. Notwithstanding any provision in this Lease to the contrary, the Indemnitor’s obligation to indemnify the Indemnitee under Sections 31G through 31J of this Lease shall be unlimited as to dollar amount.

L. The Indemnitee shall give the Indemnitor prompt written notice after any Environmental Liability, with respect to which indemnification is to be claimed, comes to the attention of Indemnitee. Notwithstanding the prior sentence, Indemnitor shall not be relieved of its obligations under this Lease if Indemnitee’s failure to notify Indemnitor of an Environmental Liability does not prejudice Indemnitor’s rights or materially increase its liabilities and obligations hereunder.

M. The indemnities provided in Sections 31G through 31J of this Lease shall provide the sole and exclusive remedy for either party with respect to the matters covered in this Section 31.

32. Brokers.

The parties agree and represent to each other that there was no real estate broker who brought about this Lease. Tenant represents and warrants that Tenant did not negotiate with respect to the leasing of the Premises through any broker and that no broker was instrumental in bringing about this Lease. Tenant shall indemnify Landlord against any and all claims of any brokers with whom Tenant has had any dealings, and shall hold Landlord harmless from all losses and expenses in connection therewith, including reasonable legal expenses. Landlord represents and warrants that Landlord did not negotiate with respect to leasing the Premises through any broker and that no broker was instrumental in bringing about this Lease (excluding any employee of Landlord who holds a real estate brokerage license). Landlord shall indemnify Tenant against any and all claims of any brokers with whom Landlord has had any dealings, and shall hold Tenant harmless from all losses and expenses in connection therewith, including reasonable legal expenses.

33. Notices.

All notices, approvals or requests in connection with this Lease shall be sent by overnight carrier with delivery charges prepaid or with delivery not conditioned upon payment of charges, or by facsimile with a copy additionally sent by regular mail, except notices concerning repairs and replacements which may be given orally or by any other means which might reasonably be expected to give the other party notice; provided, however, that no notice other than by overnight carrier shall constitute a notice of default.

Notices to the Landlord shall be addressed to the Landlord as follows:

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Freescale Semiconductor, Inc.

Corporate Real Estate Department

6501 William Cannon Drive West, MD: OE333

Austin, TX 78735

Attention: Kathy Carr

A copy of all notices made pursuant to Sections 31 and 54 shall also be sent to:

Freescale Semiconductor, Inc.

Arizona Regional EHS Manager

Attention: Amy Belger MD EL-642

2100 E. Elliot Road

Tempe, AZ 85284

Notices to the Tenant shall be addressed to Tenant as follows:

Everspin Technologies, Inc.

1300 North Alma School Road

Chandler, Arizona 85224

Attn: General Counsel

With a copy to:

Cooley Godward Kronish LLP

Five Palo Alto Square, 3000 El Camino Real

Palo Alto, CA 94306

Attn: Robert J. Brigham

Either party may at any time designate by written notice to the other a change of address.

34. Waiver.

Failure or delay on the part of Landlord or Tenant to exercise any right, remedy, power or privilege hereunder shall not operate as a waiver thereof. A waiver, to be effective, must be in writing and must be signed by the party making the waiver. A written waiver of a default shall not operate as a waiver of any other default or of the same type of default on a future occasion.

35. Amendments.

No revision of this Lease shall be valid unless made in writing and signed by duly authorized representatives of both parties.

36. Quiet Enjoyment.

If Tenant performs the terms of this Lease, Landlord will warrant and defend Tenant in the quiet and peaceful enjoyment and possession of the Premises during the Term hereof and any extension without interruption by Landlord or any third party claiming under Landlord as a result of a right granted by Landlord to such third party.

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37. Conveyance by Landlord.

The term “Landlord” as used in this Lease, so far as covenants or obligations on the part of Landlord are concerned, shall be limited to mean and include only the owner or owners, at the time in question, of the fee title of the Premises or the lessees under ground leases of the land or master leases of the Building, if any. In the event of any transfer, assignment or other conveyance of any such title, Landlord herein named (and in case of any subsequent transfer or conveyance, the then grantor) shall be automatically freed and relieved from and after the date of such transfer, assignment or conveyance of all liability for the performance of any covenant or obligation on the part of Landlord contained in this Lease thereafter to be performed. Without further agreement, the transferee of such title shall be deemed to have assumed and agreed to observe and perform any and all obligations of Landlord hereunder during its ownership of the Premises. Landlord may transfer its interest in the Premises without the consent of Tenant and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any term or condition of this Lease.

38. Construction of Language.

The terms Lease, lease agreement or agreement shall be inclusive of each other, and include renewals, extensions or modifications of the Lease. Words of any gender used in this Lease shall be held to include any other gender, and words in the singular shall be held to include the plural and the plural to include the singular, when the sense requires. Section headings and titles are not a part of the Lease and shall have no effect upon the construction or interpretation of any part hereof.

39. Marginal Headings.

The headings in this Lease are used only for convenience in finding the subject matters, and are not to be taken as part of this Lease, or to be used in determining the intent of the parties.

40. Entire Agreement.

This Lease constitutes the final expression of the agreement of the parties; it is intended as a complete and exclusive statement of their agreement, and it supersedes all prior and concurrent promises, representations, negotiations, discussions and agreements that may have been made with respect to the subject matter hereof.

41. Severability.

If any provision of this Lease, or the application thereof to any person or circumstance, shall be held invalid or unenforceable by any court of competent jurisdiction, the remainder of this Lease or the application of such provisions to persons or circumstances, other than those as to which it is held invalid or unenforceable, shall not be affected thereby.

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42. Estoppel Certificate.

Tenant shall, from time to time upon not less than ten (10) business days’ prior written request by Landlord, deliver to Landlord and any third party requested by Landlord, a statement in writing stating upon the party’s knowledge and belief: (a) that this Lease is unmodified and in full force and effect, or that there have been modifications and that the Lease as modified is in full force and effect; (b) the dates to which Rent and other charges have been paid; (c) that Landlord or Tenant are not in default under any provision of this Lease or, if in default, a detailed description thereof; and (d) as to any other matters as may reasonably be so requested. Any such certificate may be relied upon by the Landlord and any other person, firm or corporation to whom the same may be exhibited or delivered and the contents of such certificate shall be binding on Tenant. If any such estoppel is not executed within such ten (10) business day period, then, in addition to any other right or remedy which Landlord may have, at Landlord’s option, Landlord may execute any such estoppel on behalf of Tenant as Tenant’s attorney-in-fact, and Tenant hereby appoints Landlord its attorney-in-fact for such purpose. Such appointment and agency are coupled with an interest and are irrevocable.

43. Signs.

Tenant shall not exhibit, inscribe, paint or affix any sign on the exterior or interior of the Buildings or the Property or in any window of the Premises without Landlord’s prior written consent.

44. Late Payments.

If Tenant fails to make a payment to Landlord when due under the terms of this Lease, interest shall be added to the payment at an annual rate equal to the lesser of (i) ten percent (10%) or (ii) the maximum lawful rate permitted (the “Default Rate”). In any case where payment is required under this Lease and a specific time period is not set forth for making such payment, the payment shall be due within thirty (30) days of the date a bill is rendered for such payment, or for situations where a bill is not rendered (e.g., a refund of any overpayment) the payment will be due thirty (30) days from (a) the date that the precise amount of the payment can reasonably be determined and (b) the party obligated to make the payments becomes aware of the obligation to make the payment.

45. Miscellaneous Other Services.

From time to time, Tenant may request some miscellaneous facility services from Landlord such as maintenance of Tenant’s equipment, relocation of cubicles or similar types of services. Landlord will provide Tenant with an estimate of the cost of such services prior to Tenant authorizing the work to be performed by Landlord. Landlord will invoice Tenant on a monthly basis for the actual cost of such services (or an agreed upon rate in the case of building or equipment maintenance for tenant-owned equipment) and Tenant will pay to Landlord the cost of such services as Additional Rent hereunder. Landlord and Tenant have agreed as of the Commencement Date that, subject to the terms of this Lease, Landlord will provide those certain facility services listed on Exhibit J attached hereto, which Landlord will provide to Tenant pursuant to the terms and at the rates set forth in Exhibit J.

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46. Interruption of Services.

Landlord shall not be liable to Tenant for any damages from, nor shall Tenant be entitled to any abatement of Rent due to, any interruption of Services; provided, however, Landlord shall use commercially reasonable efforts to restore any such Service which is interrupted.

47. Governing Law.

This Lease shall be governed by and construed in accordance with the internal laws of the State of Arizona applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State.

48. No Warranty.

BOTH PARTIES ACKNOWLEDGE AND AGREE THAT LANDLORD HAS AGREED TO PROVIDE THE PREMISES HEREUNDER AS AN ACCOMMODATION TO TENANT AND THAT LANDLORD MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE PREMISES OR THE SERVICES TO BE PROVIDED HEREUNDER EXCEPT AS SPECIFICALLY PROVIDED HEREIN. TENANT AGREES THAT IT IS NOT RELYING ON ANY WARRANTY OR REPRESENTATION MADE BY LANDLORD, LANDLORD’S AGENTS, OR ANY BROKER CONCERNING THE USE OR CONDITION OF THE PREMISES, COMMON AREAS OR THE PROPERTY. TENANT ACKNOWLEDGES AND AGREES THAT IT HAS INSPECTED THE PREMISES AND THAT IT ACCEPTS THE PREMISES IN THEIR PRESENT “AS-IS, WHERE IS” PHYSICAL CONDITION, WITHOUT ANY OBLIGATION BY LANDLORD TO PAINT, REDECORATE, OR PERFORM ANY OTHER WORK IN, ON OR ABOUT THE PREMISES AT ANY TIME, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS LEASE. LANDLORD HAS NOT MADE, AND WILL NOT MAKE, ANY WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PREMISES, THE BUILDINGS, COMMON AREAS OR ANY OTHER PORTION OF THE PROJECT, AND LANDLORD EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF SUITABILITY, HABITABILITY OR MERCHANTABILITY WITH RESPECT TO THE SAME.

49. Intentionally Omitted.

50. Certain Rights Reserved by Landlord.

Landlord shall have the following rights, exercisable without notice and without liability to Tenant for damage or injury to property, persons, or business of Tenant or any other person and without creating any right of Tenant to terminate this Lease prior to the expiration of the Term, or interfering with Tenant’s use of or operations in the Premises, or giving rise to any claim for setoff against, or abatement of, Rent, Additional Rent, or any other amounts owing or to become owing by Tenant hereunder:

(i) To have and retain paramount title to and ownership of the Premises, free and clear of any act or right of Tenant purporting to burden to encumber Landlord’s interest in the Premises.

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(ii) To grant to anyone the exclusive right to conduct any specific type of business or render any specific type of service in or to the Buildings not inconsistent with this Lease.

(iii) To approve the weight, size, and location of heavy equipment and articles in and about the Premises and to require all such items (excluding furniture which is governed by Section 55C) and similar items to be moved into and out of the Buildings and the Premises only at such reasonable times and in such manner as Landlord may approve using movers which have been approved to provide such services at the Project. Movement of the foregoing shall be at Tenant’s sole risk and expense, as between Landlord and Tenant.

(iv) To take all such reasonable measures as Landlord may deem advisable for the security of the Buildings and its occupants, including without limitation, the evacuation of the Buildings for cause, suspected cause, or for drill purposes, and subject to the provisions of Section 10, the closing of the Buildings after regular working hours.

51. No Party To Be Deemed Drafter.

Landlord and Tenant have both had the opportunity to have counsel examine this Lease and to propose changes to clarify any ambiguities. Accordingly, in any interpretation of this Lease, an ambiguity shall not be resolved by interpreting the Lease against the drafter. The language of this Lease shall be interpreted according to the fair meaning and not for or against either party.

52. No Intended Third Party Beneficiary.

Landlord and Tenant may each, separately, deal with other persons in connection with the Premises or with other matters that may also relate to or be the subject of this Lease. Landlord and Tenant do not intend to make any such third person with whom each of them may deal an intended third party beneficiary under this Lease. There is no third person who is an intended third party beneficiary under this Lease. No incidental beneficiary (whatever relationship such person may have with Landlord or Tenant) shall have any right to bring an action or suit, or to assert any claim against Landlord or Tenant under this Lease.

53. Confidentiality, Nondisclosure, and Security.

Tenant and Landlord have executed that certain Intellectual Property Agreement dated June 6, 2008 (the “IPA”). The terms of the IPA governing Confidential Information (as defined in the IPA) are incorporated herein by reference (the “IPA Confidential Terms”). In accordance with the preceding sentence, Tenant agrees that it shall comply with the IPA Confidential Terms in connection with any Confidential Information. Without limiting the information defined in Section 1.9 of the IPA as Confidential Information (and subject to the exclusions thereto set forth in Section 4.2 of the IPA), the following information shall also constitute Confidential Information of the disclosing party: information that either Tenant or Landlord, as the receiving party, gathers, observes, or comes into contact with at the Project regarding the operations and business practices of either Landlord or Tenant as the disclosing party. Notwithstanding the foregoing, any breach of the IPA Confidential Terms or breach of

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this Section 53, shall be deemed a breach of the IPA and not a breach of this Lease. In addition, (i) the employees of Tenant shall execute individual computer access agreements in substantially the form attached hereto as Exhibit L; (ii) anyone who enters the Premises must comply with the instructions of Landlord’s security personnel as to areas of the Premises that require escorted access, present satisfactory identification and sign Landlord’s security logs as visitors; (iii) Landlord shall have the right to restrict the right of Tenant and anyone entering the Project to access certain areas of the Project designated by Landlord as “high security” areas, and (iv) Landlord may implement written procedures regulating entry to any high security area to which Tenant has a right to enter under this Lease. Landlord shall not be required to perform routine security patrols of the Premises, the Buildings or the Project.

54. Site Environmental Services. Landlord and Tenant agree that site environmental services shall be handled as follows:

A. Tenant shall handle and dispose of any Hazardous Wastes generated at the Premises in accordance with all applicable Environmental Laws and Landlord’s site procedures and policies as communicated to Tenant. Tenant will maintain separate Hazardous Waste accumulation space within the Premises for its Hazardous Wastes. Tenant shall maintain a separate generator number and separate manifests related to any such Hazardous Waste. Tenant shall store its Hazardous Wastes in an area designated for such use by Landlord, as such area may be changed by Landlord from time to time. All of Tenant’s Hazardous Wastes shall be transported by a hazardous waste transporter previously approved by Landlord.

B. Landlord shall be responsible for maintaining industrial waste water and air emission permits and waste water discharge facilities for the entire Project and Tenant shall not take any action which would cause there to be a violation of such permits. Tenant, at its sole cost and expense, shall abide by such permits.

C. Tenant shall be responsible for its own occupational health resources and maintain its own OSHA 300 log.

D. Tenant shall make available to Landlord its material safety data sheets for inspection during regular business hours and as required by Environmental Law. Landlord shall establish a procedure and provide Tenant with an electronic or a written copy of such procedure that Landlord shall use to approve any Chemicals used by Tenant at the site to ensure that such Chemicals meet the site permit requirements, the site procedures and policies and Environmental Laws. Tenant’s designated representative will be responsible for purchasing and having any approved Chemicals delivered to the Premises. Tenant may store any Chemicals that are not provided to Tenant by its supplier on an “as needed” basis in the chemical storage area designated by Landlord from time to time, provided that Landlord shall be in charge of designating where such Chemicals can be stored and the procedure for moving them from that area to the Premises. Tenant must present and obtain approval from Landlord prior to (i) implementing changes to processes, equipment and/or quantities of Chemicals used; or (ii) bringing any new Chemicals or Chemical samples onto the Project or the Premises.

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E. Landlord and Tenant acknowledge that if Landlord has emergency nursing services on site, Tenant may utilize such nursing services available in the case of a Tenant emergency without liability to Landlord; provided, however, that such nursing services may not be available on any days when Landlord’s operations in the Project are shutdown. Tenant shall be responsible for any industrial injuries arising out of or related to its use of the Premises.

F. Landlord and Tenant acknowledge that Landlord’s emergency response team (“ERT”) for the Project will stay in place for all occupants of the Project to the extent required to comply with applicable Legal Requirements. As of the Commencement Date, one (1) of Tenant’s employees will serve on the ERT and Tenant shall continue to provide the same number of employees as part of the ERT during the Term.

G. Tenant shall coordinate with Landlord the receiving and deliveries of all Chemicals and gases to the Premises which must be performed in accordance with all applicable Environmental Laws, site procedures and policies and in such a manner that will allow Landlord to perform all tracking requirements imposed by applicable Environmental Laws for the Project.

H. Landlord will oversee the Toxic Gas Monitoring (“TGM”) annunciation systems wired to the Premises and shall contact Tenant’s on-call representative (24/7) to respond to take care of any problem within a reasonable (not more than 30 minutes response) time. Tenant will have a representative on call (24/7) to assist with any issues within its Premises. Landlord may take action, including, without limitation, calling Tenant’s contracted for basic TGM maintenance or other assistance as required, if Tenant does not so respond within a reasonable (not more than 30 minutes response) time. Tenant agrees to pay Landlord all costs incurred by Landlord for any such response as Additional Rent.

I. Landlord, at Tenant’s cost, will oversee safety compliance on the installation process of any new equipment in the Premises that has been approved by Landlord as required by this Lease and any facility upgrades in the Premises. Tenant shall have a qualified representative available to assist Landlord in performing this task.

J. Tenant will provide periodic testing for toxic chemicals for Tenant’s employees as required by applicable regulations and shall provide proof to Landlord that Tenant has complied with this requirement at Landlord’s request.

K. Landlord will set the rules for TGM and Tenant will be responsible for maintaining the TGM systems in the Premises and outside the Premises to the extent the systems service only Tenant’s Facilities.

L. Tenant must keep records on any non-infrastructure related refrigerants subject to regulation and convey those records to Landlord upon request. Only qualified EPA certified refrigerant personnel may recover or charge units with regulated refrigerants.

M. Tenant will notify Landlord in writing of any equipment having Ionizing and Non-ionizing radiation and lasers arriving or leaving the Project.

N. Tenant acknowledges that Landlord, its agents, consultants and any governmental agencies have the right to access the Premises for the purposes of performing inspection of areas, records and systems in the interest of ensuring compliance with all Environmental Laws, Legal Requirements, the requirements of Landlord’s industrial risk insurer and Landlord’s Project specifications.

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O. Tenant shall comply with all applicable Environmental Laws as well as Landlord’s site procedures and policies and Landlord’s specific EHS requirements. This includes, but is not limited to, tool install/de-install inspections, hot work permits, confined space entry permits, inspection, testing and participation in the site’s Crisis Management Plan and the Site Emergency Plan, and compliance with the De-facilitization and Decontamination Protocols. In addition, Tenant agrees that it will comply with those requirements of Landlord’s industrial risk insurance that Landlord has expressly adopted and implemented for its operations.

55. Miscellaneous.

A. Planned Shutdowns.

Landlord and Tenant agree that Tenant will not be required to participate in any planned business shutdowns of the Project as has been the custom of Landlord for its business in previous years; provided, however that Tenant shall be required to participate in such planned shutdown if Landlord needs to shut down the Project in order to comply with its obligations under this Lease with respect to repair and maintenance of the Premises and/or the Common Areas or to provide the Services specified herein as to comply with Legal Requirements or Environmental Laws. If Landlord’s business requires a planned shutdown at any time and Tenant is not required to participate in the shutdown, Tenant will have access to its Premises and Landlord will continue to provide the Services to the Premises that Landlord normally provides after business hours and on holidays only.

B. Shared Conference Rooms.

Landlord and Tenant agree that one (1) conference room (which is currently known as Sedona) is part of the Premises and Tenant shall have exclusive use of said conference room. In addition, Tenant shall have the right to use other conference rooms in the Buildings in which the Premises are located; provided, however, that if Landlord needs the use of any such conference room, Landlord shall be entitled to use such conference room even if Tenant received the conference room first.

C. Furniture.

Tenant shall have the right to remove from the Premises any and all furniture owned by Tenant at any time that is owned by Tenant as long as Tenant repairs any damage caused by such removal and Tenant complies with any applicable Project-Wide Protocols and procedures for such removal.

D. Contractor Safety Awareness.

Any new employees, contractors, licensees, invitees, suppliers and agents who enter the Premises for any purpose other than visiting the Premises for a short period of time must take (or have previously taken) Landlord’s contractor safety awareness programs (the “Contractor Safety Awareness Programs”) before entering the Premises. Landlord reserves the right to

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modify the Contractor Safety Awareness Programs at any time during the Term and Tenant shall be responsible for ensuring that its employees, contractors, licensees, invitees and suppliers comply with any new training procedures set forth in the revised Contractor Safety Awareness Programs.

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IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the dates set forth below, to be effective as of the Effective Date.

[SIGNATURE PAGE TO LEASE AGREEMENT]

EXHIBIT A

Description of Project

[Attached]

A-1

EXHIBIT B

Project-Wide Protocols

[Attached]

B-1

ELECTRONIC VERSONS ARE UNCONTROLLED EXCEPT WHEN ACCESSED DIRECTLY FROM COMPASS SERVER.

PRINTED VERSIONS ARE UNCONTROLLED EXCEPT WHEN STAMPED “CONTROLLED COPY” IN RED.

CONTROL OF HAZRDOUS ENERGY (LOTO):

List equipment specific LOTO procedures identifying all energy sources that could potentially be hazardous including electrical, chemical, mechanical, hydraulic, pneumatic, residual etc.

DECONTAMINATION PROCEDURES:

ELECTRONIC VERSONS ARE UNCONTROLLED EXCEPT WHEN ACCESSED DIRECTLY FROM COMPASS SERVER.

PRINTED VERSIONS ARE UNCONTROLLED EXCEPT WHEN STAMPED “CONTROLLED COPY” IN RED.

Meet with EHS to determine and identify any testing requirements for decontamination verification. Check box and list testing requirements if a need for verification has been determined.

SPECIAL CASES:

Further decontamination is required once the equipment is removed from its existing location.

Prior to removal of the equipment from its existing location, wipe accessible surfaces of the equipment to remove any chemical residue, and appropriately seal and cap all facility services and connections.

Chemical removal is not possible or desirable by the next receiver’s need and/or potential harm to the equipment could result from the removal of chemicals.

Provide a list of chemicals/gases remaining in the equipment after decontamination:

Identify if equipment parts that are routinely replaced or removed such as filters, o-rings, or oil traps are replaced with clean parts prior to equipment transfer, or identify if any such parts arc removed but not replaced:

APPROVALS:

The Equipment Decontamination Plan must be approved BEFORE any decommissioning activity takes place.

ELECTRONIC VERSONS ARE UNCONTROLLED EXCEPT WHEN ACCESSED DIRECTLY FROM COMPASS SERVER.

PRINTED VERSIONS ARE UNCONTROLLED EXCEPT WHEN STAMPED “CONTROLLED COPY” IN RED.

The Checklist is to remain with the equipment until decommissioning/decontamination is complete

Is further decontamination is required once the equipment is removed from its existing/operating location?

For equipment that does not contain, come in contact with, or use chemicals, skip items 2-5.

Place ‘N/A’ in any section that does not apply.

ELECTRONIC VERSONS ARE UNCONTROLLED EXCEPT WHEN ACCESSED DIRECTLY FROM COMPASS SERVER.

PRINTED VERSIONS ARE UNCONTROLLED EXCEPT WHEN STAMPED “CONTROLLED COPY” IN RED.

EHS Comments: If you answered “no” to any questions in 16, please explain below:

ELECTRONIC VERSONS ARE UNCONTROLLED EXCEPT WHEN ACCESSED DIRECTLY FROM COMPASS SERVER.

PRINTED VERSIONS ARE UNCONTROLLED EXCEPT WHEN STAMPED “CONTROLLED COPY” IN RED.

This document is intended to provide the Freescale Environmental, Health and Safety (EHS) Department with the minimum information required to allow a new chemical to be used for evaluation purposes. This information will be used for evaluation of personal protective equipment, personal and ambient air monitoring, required regulatory reporting, waste handling, material compatibility, and other EHS functions. Completion of this document is required for any chemical to be used at Freescale Chandler site and for which the MSDS does not provide CAS numbers for all constituents, component concentration information, and/or TSCA status.

Please indicate the chemical name according to the MSDS:

Table 1: Freescale Restricted Substances List

ELECTRONIC VERSONS ARE UNCONTROLLED EXCEPT WHEN ACCESSED DIRECTLY FROM COMPASS SERVER.

PRINTED VERSIONS ARE UNCONTROLLED EXCEPT WHEN STAMPED “CONTROLLED COPY” IN RED.

Table 1: Freescale Restricted Substances List (Continued)

ELECTRONIC VERSONS ARE UNCONTROLLED EXCEPT WHEN ACCESSED DIRECTLY FROM COMPASS SERVER.

PRINTED VERSIONS ARE UNCONTROLLED EXCEPT WHEN STAMPED “CONTROLLED COPY” IN RED.

Table 2: Freescale Banned Substances List

ELECTRONIC VERSONS ARE UNCONTROLLED EXCEPT WHEN ACCESSED DIRECTLY FROM COMPASS SERVER.

PRINTED VERSIONS ARE UNCONTROLLED EXCEPT WHEN STAMPED “CONTROLLED COPY” IN RED.

Table 2: Freescale Banned Substances List (Continued)

ELECTRONIC VERSONS ARE UNCONTROLLED EXCEPT WHEN ACCESSED DIRECTLY FROM COMPASS SERVER.

PRINTED VERSIONS ARE UNCONTROLLED EXCEPT WHEN STAMPED “CONTROLLED COPY” IN RED.

Table 2: Freescale Banned Substances List (Continued)

Table 3: Freescale Alert Substances List