month, during both the Base Year and each Comparison Year, shall be equal to four (4) watts ofelectricity per Ordinary Business Hour multiplied by the 84,206 usable square feet in the Premises(or the usable square feet in an applicable tenant’s premises, as the case may be, with respect toother tenants in the Building), and then divided by 1,000. For example, the formula fordetermining the Standard KWH Allocation applicable to Tenant during a calendar month having 220Ordinary Business Hours would be: 220 hours x 4 watts x 84,206 usable square feet/1,000, resultingin a Standard KWH Allocation of 74,101.28 KWH for that calendar month. The amount to be billed toTenant for Tenant’s Excess Electrical Use in any given calendar month where the total PremisesElectricity Usage (in KWH), as determined pursuant to the Premises sub-meter, exceeds such StandardKWH Allocation for the Premises, shall be determined as follows: (i) the Standard KWH Allocationfor the Premises shall be subtracted from the total Premises Electricity Usage during theapplicable calendar month; and (ii) such difference shall then be multiplied by the average costper KWH charged to Landlord at the Building in accordance with the Electric Service Provider’s ratestructure then in effect for such calendar month, and such product shall be the amount due andpayable by Tenant to Landlord for Tenant’s Excess Electrical Use for that particular calendarmonth. Tenant shall cooperate with Landlord, and the applicable Electric Service Provider, at alltimes and, as reasonably necessary, shall allow Landlord and such Electric Service Providerreasonable access to the Building’s electric lines, feeders, risers, wiring, and any othermachinery within the Premises. Notwithstanding any provision to the contrary contained in thisLease, the cost incurred by Landlord for electricity in the Building (including for the BuildingHVAC system which provides HVAC service to the Building, including, without limitation, the tenantpremises areas of the Building), the Common Areas and any tenant premises areas of the Building,shall be included as part of Operating Expenses for the Base Year and any Comparison Year;provided, however, that electricity costs attributable to any tenant premises areas of the Buildingthat are included in Operating Expenses shall in no event exceed the Standard KWH Allocation forsuch tenant’s premises, calculated as provided in this Section 10.1 above.”          2.      **Waiver of Invoices**. The parties acknowledge and agree that any invoices submittedto Tenant prior to the date of this Amendment for Premises Electricity consumed by Tenant duringany period following the Commencement Date shall be null and void; provided that in accordance withSection 10.1 of the Lease, as amended herein, Landlord shall have the right to invoice Tenant forany Excess Electrical Use during any period following the Commencement Date.          3.      **Abatement of Rent**. Pursuant to Section 2.3(b) of the Office Lease, Tenant wasentitled to certain applicable Abatement Amounts. Tenant acknowledges that Landlord has paid toTenant all applicable Abatement Amounts due under Section 2.3(b) of the Office Lease, andLandlord’s obligations under Section 2.3(b) of the Office Lease have been discharged in full.          4.      **Data Room**. Landlord and Tenant acknowledge that Landlord had the obligation todeliver the Data Room to Tenant on or before June 26, 2010, failing which Tenant had certain rightsin connection with the Data Room further set forth in Sections 4.2(b) and 4.2(c) of the OfficeLease. Tenant hereby acknowledges that Landlord timely delivered the Data Room to Tenant and allof Tenant’s rights under Sections 4.2(b) and (c) of the Lease are of no further force and effectand Landlord has no remaining obligations regarding the Data Room as set forth in Section 4.2 ofthe Office Lease.
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          5.      **Landlord’s Contribution**. Pursuant to Section 5.10 of the Office Lease, Landlordwas obligated to deliver Landlord’s Contribution to Tenant on or before the Contribution Date.Tenant hereby acknowledges that Landlord has delivered Landlord’s Contribution to Tenant andLandlord’s obligations under Section 5.10 of the Office Lease have been satisfied in full.          6.      **Exhibit A-2, Outline of Data Room**. Landlord and Tenant agree that to clarify aclerical error, Exhibit A-2, Outline of Data Room, to the Office Lease is hereby deleted inits entirety and replaced with Exhibit A-2, Outline of Data Room, attached to thisAmendment.          7.      **Limitation on Liability**. Notwithstanding any provision to the contrary containedin the Lease, Landlord and Tenant acknowledge and agree that the liability of Landlord forLandlord’s obligations under the Lease, as amended, and any other documents executed by Landlordand Tenant in connection with the Lease (collectively, the “**Lease Documents**”) shall be limited toLandlord’s interest in the Project (including any rents and all sale, financing, insurance orcondemnation proceeds thereof) and Tenant shall not look to any other property or assets ofLandlord or the property or assets of any direct or indirect partner, member, manager, shareholder,director, officer, principal, employee or agent of Landlord (collectively, the “**Landlord Parties**”)in seeking either to enforce Landlord’s obligations under the Lease Documents or to satisfy ajudgment for Landlord’s failure to perform such obligations; and none of the Landlord Parties shallbe personally liable for the performance of Landlord’s obligations under the Lease Documents. Inno event shall Landlord or the Landlord Parties be liable for, and Tenant, on behalf of itself andall other subtenants or occupants of the Premises and their respective agents, contractors,subcontractors, employees, invitees or licensees, hereby waives any claim for, any indirect,consequential or punitive damages, including loss of profits or business opportunity, arising underor in connection with the Lease Documents. Landlord shall not look to Tenant’s direct or indirectpartners, members, managers, shareholders, directors, officers, principals, employees or agents inseeking to enforce Tenant’s obligations under the Lease Documents or to satisfy a judgment forTenant’s failure to perform such obligations; and none of such parties shall be personally liablefor the performance of Tenant’s obligations under the Lease Documents.          8.      **Reaffirmation of Obligations**. Notwithstanding the amendment to the Lease containedherein, Tenant and Landlord each hereby acknowledges and reaffirms its obligations under the Lease.          9.      **Effect of Amendment**. Except as specifically amended pursuant to the terms of thisAmendment, the terms and conditions of the Lease shall remain unmodified and in full force andeffect. In the event of any inconsistencies between the terms of this Amendment and any terms ofthe Lease, the terms of this Amendment shall govern and prevail.*[Signatures Begin on Next Page]*
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          IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the day and yearfirst above written.   LANDLORD: TENANT:   4000 MACARTHUR, L.P., MINDSPEED TECHNOLOGIES, INC.,a Delaware limited partnership a Delaware corporation   By: /s/ Michael B. Benner By:  /s/ Allison K. Garcia   Its: Vice President and Secretary Its: SVP, Human Resources     By: /s/ Brandi R. Steege     Its: V.P., Legal
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**EXHIBIT A-2****Outline of Data Room**