exv10w1



 





Exhibit 10.1




[California Net Lease]




LEASE AGREEMENT




     THIS LEASE AGREEMENT is made this 9th day of May, 2007, between ProLogis (“Landlord”), and the
Tenant named below.



	 	 	 	 	 	 	 	 	 
	Tenant:	 	Volterra Semiconductor Corporation, a Delaware corporation
	 
	 	 	 	 	 	 	 	 
	Tenant’s Representative,	 	Mr. Dan Wark-Vice President of Operations
	Address, and Telephone:	 	3839 Spinnaker Ct

Fremont, CA 94538

(To be revised to the Premises address upon commencement of lease)
	 
	 	 	 	 	 	 	 	 
	Premises:	 	That portion of the Building, containing approximately 14,289
rentable square feet, as determined by Landlord, commonly known
as 47451 Fremont Blvd Fremont, CA 94538 as shown on Exhibit A.
	 
	 	 	 	 	 	 	 	 
	Project:	 	Bayside Corporate Center containing approximately 311,277
rentable square feet of space as further described in Exhibit E.
	 
	 	 	 	 	 	 	 	 
	Building:	 	Building #2 (sba00802) as shown on Site Plan containing
approximately 30,400 rentable square feet of space.
	 
	 	 	 	 	 	 	 	 
	Tenant’s Proportionate
Share of Project:	 	4.589%
	 
	 	 	 	 	 	 	 	 
	Tenant’s Proportionate
Share of Building:	 	47.003%
	 
	 	 	 	 	 	 	 	 
	Lease Term:	 	Beginning on the Commencement Date and ending on the last day of
the 62nd full calendar month thereafter.
	 
	 	 	 	 	 	 	 	 
	Commencement Date:	 	Upon the Substantial Completion of Initial Improvements
	 
	 	 	 	 	 	 	 	 
	Initial Monthly Base Rent:	 	See Addendum 1
	 
	 	 	 	 	 	 	 	 
	Initial Estimated Monthly
Operating Expense
Payments:
	 	 	 	 	 	 	 	 
	(estimates only and
subject to adjustment to
actual costs and expenses
according to the
provisions of this Lease)

	 	1. Utilities:

2. Common Area Charges:

3. Taxes:

4. Insurance:

5. Management Fee:

	 	N/A

$819.97

$2,140.63

$235.96

$18.47
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Initial Estimated Monthly
Operating Expense
Payments:

	 	 	 	 	 	 	$3,215.03	 
	 
	 	 	 	 	 	 	 	 
	Initial Monthly Base Rent
and Operating Expense
Payments:

	 	 	 	 	 	 	$13,788.89	 
	 
	 	 	 	 	 	 	 	 
	Security Deposit:

	 	$0.00 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Broker:	 	Colliers International — James Abarta
	 
	 	 	 	 	 	 	 	 
	Addenda:	 	1. Base Rent Adjustments; 2. Construction; 3. HVAC Maintenance
Contract; 4. Move Out Conditions; 5. One Renewal Option at
Market; 6. Early Occupancy for Fixturization by Tenant; 7.
Expansion Option; 8. Right of First Offer
	 
	 	 	 	 	 	 	 	 
	Exhibits:	 	A. Site Plan ; B. Floor Plan; C. Sign Criteria; D. Tenant
Improvement Standards; E. Project Site Plan






     1. Granting Clause. In consideration of the obligation of Tenant to pay rent as herein
provided and in consideration of the other terms, covenants, and conditions hereof, Landlord leases
to Tenant, and Tenant leases from Landlord, the Premises, to have and to hold for the Lease Term,
subject to the terms, covenants and conditions of this Lease.




     2. Acceptance of Premises. Tenant shall accept the Premises in its condition as of the
Commencement Date, subject to all applicable laws, ordinances, regulations, covenants and
restrictions as well as Landlord’s representations as provided in this Paragraph 2. Landlord has
made no representation or warranty as to




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the suitability of the Premises for the conduct of
Tenant’s business, and Tenant waives any implied warranty that the Premises are suitable for
Tenant’s intended purposes. Except as provided in Addendum 2, Paragraph 10 and any warranties or
representations provided in this Paragraph 2, in no event shall Landlord have any obligation for
any defects in the Premises or any limitation on its use. Landlord shall deliver the Premises to
Tenant on the Commencement Date vacant of all occupants, clean and free of debris, with all carpets
cleaned, all lighting (including ballasts) in good working order, and in the condition required by
Addendum 2, entitled “Construction”. The taking of possession of the Premises shall be conclusive
evidence that Tenant accepts the Premises and that the Premises were in good condition at the time
possession was taken except for items that are Landlord’s responsibility under Addendum 2, this
Paragraph 2, Paragraph 10 and any punchlist items agreed to in writing by Landlord and Tenant.
Landlord represents and warrants that as of the Commencement Date, the Premises shall be in
compliance with all Legal Requirements (hereinafter defined in Paragraph 3) in effect as of the
Commencement Date of this Lease. Landlord represents and warrants that as of the Commencement
Date, the Premises and the Building’s roof, HVAC, electrical, plumbing, and other mechanical
systems shall be in good working order and Landlord warrants the Premises and such systems for a
period of six (6) months from the Commencement Date; provided, however, that such warranty shall
not be effective for any maintenance, repairs or replacements necessitated due to the misuse of, or
damages caused by, Tenant, its employees, contractors, agents, subtenants, or invitees. Further,
Landlord represents and warrants, to the best of its knowledge, that the Premises is free of
material defects.




     3.
Use; Compliance with Legal Requirements. The Premises shall be used only for the purpose
of receiving, storing, shipping and selling (but limited to wholesale sales) products, materials
and merchandise made and/or distributed by Tenant, research and development, office and for such
other lawful purposes as may be incidental thereto (the “Permitted Uses”); provided, however, with
Landlord’s prior written consent, Tenant may also use the Premises for light manufacturing. Tenant
shall not conduct or give notice of any auction, liquidation, or going out of business sale on the
Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit
waste, overload the floor or structure of the Premises or subject the Premises to use that would
damage the Premises. Tenant shall not permit any objectionable or unpleasant odors, smoke, dust,
gas, noise, or vibrations to emanate from the Premises, or take any other action that would
constitute a nuisance or would disturb, unreasonably interfere with, or endanger Landlord or any
tenants of the Project. Outside storage, including without limitation, storage of trucks and other
vehicles, is prohibited without Landlord’s prior written consent. Tenant, at its sole expense,
shall use and occupy the Premises in compliance with all laws, including, without limitation, the
Americans With Disabilities Act, orders, judgments, ordinances, regulations, codes, directives,
permits, licenses, covenants and restrictions now or hereafter applicable to the Premises
(collectively, “Legal Requirements”). The Premises shall not be used as a place of public
accommodation under the Americans With Disabilities Act or similar state statutes or local
ordinances or any regulations promulgated thereunder, all as may be amended from time to time.
Tenant shall, at its expense, make any alterations or modifications, within or without the
Premises, that are required by Legal Requirements related to Tenant’s use or occupation of the
Premises, except as explicitly stated otherwise in this Lease. Tenant will not use or permit the
Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s
insurance, increase the insurance risk, or cause the disallowance of any sprinkler credits. If any
increase in the cost of any insurance on the Premises or the Project is caused by Tenant’s use or
occupation of the Premises, or because Tenant vacates the Premises, then Tenant shall pay the
amount of such increase to Landlord. Any occupation of the Premises by Tenant prior to the
Commencement Date shall be subject to all obligations of Tenant under this Lease. Notwithstanding
anything contained in this Paragraph 3, relating to compliance with the ADA, Tenant’s obligations
thereunder shall relate only to the interior of the Premises and any changes to the Project that
relate solely to the specific manner of use of the Premises by Tenant, and Landlord, at its
expense, shall make all other additions to or modifications of the Project required from time to
time by the ADA. Notwithstanding anything contained herein to the contrary, Landlord shall make
such modifications as may be required by order or directive of applicable governmental authority in
order to bring the Premises into compliance with applicable Legal Requirements as of the
Commencement Date without cost or expense to Tenant and without including such cost or expense as
an Operating Expense. Any modifications made by Landlord that are required by applicable Legal
Requirements that become effective after the Commencement Date that are required as a result of the
Tenant’s specific manner of use of the Premises shall be chargeable to Tenant.




     4. Base Rent. Tenant shall pay Base Rent in the amount set forth in Addendum 1. The first
month’s Base Rent and the first monthly installment of estimated Operating Expenses (as hereafter
defined) shall be due and payable on the date hereof, and Tenant promises to pay to Landlord in
advance, without demand, deduction or set-off, monthly installments of Base Rent on or before the
first day of each calendar month succeeding the Commencement Date. Payments of Base Rent for any
fractional calendar month shall be prorated based upon a thirty (30) day month. All payments
required to be made by Tenant to Landlord hereunder (or to such other party as Landlord may from
time to time specify in writing) shall be made by Electronic Fund Transfer (“EFT”) of immediately
available federal funds before 11:00 a.m., Eastern Time, at such place, within the continental
United States, as Landlord may from time to time designate to Tenant in writing at least five (5)
business days in advance. The obligation of Tenant to pay Base Rent and other sums to Landlord and
the obligations of Landlord under this Lease are independent obligations. Tenant shall have no
right at any time to abate, reduce, or set-off any rent due hereunder except as may be expressly
provided in this Lease. If Tenant is delinquent in any monthly installment of Base Rent or of
Operating Expenses beyond 5 days after the due date thereof, and after notice as provided below,
Tenant shall pay to Landlord on demand a late charge equal to 5 percent of such delinquent sum.
Tenant shall not be obligated to pay the late charge until Landlord has given Tenant 5 days written
notice of the delinquent payment (which may be given at any time during the delinquency); provided,
however, that such notice shall not be required more than twice in any 12-month period. The
provision for such late charge shall be in addition to all of Landlord’s other rights and remedies
hereunder or at law and shall not be construed as a penalty or as limiting Landlord’s remedies in
any manner.




     5. Security Deposit. Intentionally Omitted.




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     6.
Operating Expense Payments. During each month of the Lease Term, on the same date that
Base Rent is due, Tenant shall pay Landlord an amount equal to 1/12 of the annual cost, as
estimated by Landlord from time to time, of Tenant’s Proportionate Share (hereinafter defined) of
Operating Expenses for the Project. Payments thereof for any fractional calendar month shall be
prorated. The term “Operating Expenses” means all costs and expenses incurred by Landlord with
respect to the ownership, maintenance, and operation of the Project including, but not limited to
costs of: Taxes (hereinafter defined) and fees payable to tax consultants and attorneys for
consultation and contesting taxes; insurance; utilities; maintenance, repair and replacement of all
portions of the Project, including without limitation, paving and parking areas, roads, roofs
(including the roof membrane), alleys, and driveways, mowing, landscaping, exterior painting,
utility lines, heating, ventilation and air conditioning systems, lighting, electrical systems and
other mechanical and building systems; amounts paid to contractors and subcontractors for work or
services performed in connection with any of the foregoing; charges or assessments of any
association to which the Project is subject; property management fees payable to a property
manager, including any affiliate of Landlord, or if there is no property manager, an administration
fee, in each of the foregoing circumstances not more than three percent (3%) of gross receipts
payable to Landlord; security services, if any; trash collection, sweeping and removal; and
additions or alterations made by Landlord to the Project or the Building in order to comply with
Legal Requirements coming into effect on or after the Commencement Date (other than those expressly
required herein to be made by Tenant or by Landlord) or that are appropriate to the continued
operation of the Project or the Building for any Permitted Use. Notwithstanding anything to the
contrary contained in this Lease, the cost of additions or alterations that are required to be
capitalized for federal income tax purposes shall be amortized on a straight line basis over a
period equal to the useful life thereof for federal income tax (except that (i) the costs of any
new roofing shall be amortized on a straight-line basis over twenty (20) years and (ii) the costs
of any capital improvements to the HVAC systems shall be amortized on a straight line basis over
ten (10) years), and only the monthly prorated portion of such amortized amount as is allocable to
each month of the balance of the Term shall be included in the definition of Operating Expenses and
charged to Tenant.




               Notwithstanding the foregoing, Operating Expenses shall not include (1) the costs of repair to
Building or the Project and other costs and expenses to the extent that Landlord is actually
reimbursed by insurance or warranty proceeds; (2) the costs of marketing or advertising, real
estate brokerage and leasing commissions and legal fees incurred in negotiating and preparing lease
documents related to Building or the Project; (3) the cost of altering, improving or renovating
space in Building or the Project which is not common area and does not serve the Building or the
Project as a whole or tenants generally and costs, including the installation of tenant, or other
occupants; (4) the cost of utilities, special services and other benefits (including but not
limited to after-hours HVAC, supplemental condenser water, etc.) provided to any one tenant of
Building or the Project but not generally provided to all tenants of Building or the Project; (5)
improvements made for tenants or other occupants in Building or the Project or incurred in
renovating or otherwise improving, decorating, painting, or redecorating vacant space for tenants
or other occupants of Building or the Project; (6) depreciation charges, except as otherwise stated
hereinabove; (7) principal, interest, points and fees on debt or amortization payments on any real
property mortgages or deeds of trust; (8) ground rental payments; (9) expenses (including legal
fees and related costs) incurred in enforcing obligations of tenants of Building or the Project;
(10) costs paid to Landlord or to affiliates of Landlord for services in Building or the Project to
the extent the same materially exceed market rates for such services; (11) costs, other than those
incurred in ordinary maintenance, for sculpture, paintings or other objects of art; (12) costs of
correcting defects in any portion of Building or the Project due to faulty design or construction
(other than by Tenant); (13) salaries and other compensation of executive officers of the managing
agent of Building or the Project senior to Building or the Project manager; (14) costs incurred in
connection with upgrading Building or the Project to comply with the current interpretation of
disability, life, fire and safety codes, ordinances, statutes, or other laws in effect prior to the
Commencement Date, including, without limitation, the Americans With Disabilities Act and
Environmental Requirements provided such compliance is not necessitated by Tenant’s occupancy of
the Building or Project; (15) interest, fines or penalties assessed as a result of Landlord’s
failure to make payments in a timely manner unless such failure is commercially reasonable under
the circumstances; (16) the cost of any political or charitable donations or contributions; (17)
electric power costs for which any tenant directly contracts with the local public service company;
(18) any reserve for future Building or Project repair or replacement or any contingency fund; (19)
costs associated with the operation of the business of the corporation which constitutes Landlord,
as the same are distinguished from the costs of operation of Building or the Project, including
corporate accounting and legal matters; (20) costs of defending any lawsuits with any mortgagee
(except as the actions of Tenant may be the issue); (21) costs of selling, syndicating, financing,
mortgaging or hypothecating any of Landlord’s interest in Building or the Project; or (22) costs
(including attorneys’ fees and costs of settlement, judgments and payments in lieu thereof) arising
from claims, disputes or potential disputes respecting Landlord other than in connection with
Building operations.



          Landlord shall provide Tenant Landlord’s itemized year-end common area maintenance
reconciliation report within 90 days following the final day of the calendar year, and upon
Tenant’s written request therefor (the “Back-up Requests”) (delivered to Landlord within 60 days
of Tenant’s receipt of the reconciliation), copies of any invoices or back-up materials for the
charges contained in the reconciliation. In the event of a dispute as to the proper allocation of
any charges contained in the reconciliation, Landlord and Tenant shall use commercially reasonable
efforts to resolve such dispute in an equitable manner within thirty days following the date of
Tenant’s Back-up Request. In the event of a dispute as to the proper allocation of any charges
contained in the reconciliation report, Landlord and Tenant shall use commercially reasonable
efforts to resolve such dispute in an equitable manner for a period of 60 days. If Landlord and
Tenant are still unable to resolve the dispute within 60 days despite their commercially reasonable
efforts to do so, and Tenant has a reasonable belief that the Operating Expense reconciliation
report contains inaccurate charges, Tenant, at its sole cost and expense, shall have the right,
during reasonable business hours and not more frequently than once during any calendar year, either
itself or through its accountants or other authorized representatives (and provided that such accountant or
representative is not compensated by Tenant on a contingency or similar basis), to examine any
documents evidencing such costs and expenses for that current year. Landlord and Tenant shall work
in good faith to schedule a time and date for such



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document examination which shall be acceptable
to both parties. Tenant shall keep any information gained from such examination confidential and
shall not disclose it to any other party, except as required by law. If requested by Landlord,
Tenant shall require its accountant or representative conducting the examination to sign a
confidentiality agreement as a condition of Landlord making Landlord’s records available for
inspection. If Tenant’s total payments of Operating Expenses for any year are less than Tenant’s
Proportionate Share of actual Operating Expenses for such year, then Tenant shall pay the
difference to Landlord within 30 days after demand, and if more, then Landlord shall retain such
excess and credit it against Tenant’s next payments or, if the Term has expired, return any such
excess to Tenant within 30 days following the end of the Term. For purposes of calculating
Tenant’s Proportionate Share of Operating Expenses, a year shall mean a calendar year except the
first year, which shall begin on the Commencement Date, and the last year, which shall end on the
expiration of this Lease. With respect to Operating Expenses which Landlord allocates to the
entire Project, Tenant’s “Proportionate Share” shall be the percentage set forth on the first page
of this Lease as Tenant’s Proportionate Share of the Project as reasonably adjusted by Landlord in
the future for changes in the physical size of the Premises or the Project upon reasonable notice
to Tenant; and, with respect to Operating Expenses which Landlord allocates only to the Building,
Tenant’s “Proportionate Share” shall be the percentage set forth on the first page of this Lease as
Tenant’s Proportionate Share of the Building as reasonably adjusted by Landlord in the future for
changes in the physical size of the Premises or the Building upon reasonable notice to Tenant.
Landlord may equitably increase Tenant’s Proportionate Share for any item of expense or cost
reimbursable by Tenant that relates to a repair, replacement, or service that benefits only the
Premises or only a portion of the Project or Building that includes the Premises or that varies
with occupancy or use. The estimated Operating Expenses for the Premises set forth on the first
page of this Lease are only estimates, and Landlord makes no guaranty or warranty that such
estimates will be accurate.




     7. Utilities. Tenant shall pay for all water, gas, electricity, heat, light, power,
telephone, sewer, sprinkler services, refuse and trash collection, and other utilities and services
used on the Premises, all maintenance charges for utilities, and any storm sewer charges or other
similar charges for utilities imposed by any governmental entity or utility provider, together with
any taxes, penalties, surcharges or the like pertaining to Tenant’s use of the Premises. Landlord
may cause at Tenant’s expense any utilities to be separately metered or charged directly to Tenant
by the provider. Tenant shall pay its share of all charges for jointly metered utilities based
upon consumption, as reasonably determined by Landlord. No interruption or failure of utilities
shall result in the termination of this Lease or the abatement of rent except as provided below.
Tenant agrees to limit use of water and sewer for normal restroom and kitchen use. In the event
that such interruption or cessation of utilities from a cause within the Landlord’s reasonable
control continues beyond three (3) business days from the date of such interruption or cessation,
then the rent under this Lease will abate, commencing on the third (3rd) business day the Premises
remain untenantable, and continuing until the date on which the utilities are restored and the
Premises are again tenantable. No abatement of rentals as hereinabove described will apply in the
event such interruption of utilities is the result of Tenant’s alterations to the Premises, or any
negligent act or omission of Tenant, its agents, employees or contractors, or any cause other than
the negligent or willful act or omission of Landlord or its employees, agents or contractors.




     8. Taxes. Landlord shall pay all taxes, assessments and governmental charges (collectively
referred to as “Taxes”) that accrue against the Project during the Lease Term, which shall be
included as part of the Operating Expenses charged to Tenant. Landlord may contest by appropriate
legal proceedings the amount, validity, or application of any Taxes or liens thereof. All capital
levies or other taxes assessed or imposed on Landlord upon the rents payable to Landlord under this
Lease and any excise, transaction, sales or privilege tax, assessment, levy or charge measured by
or based, in whole or in part, upon such rents from the Premises and/or the Project or any portion
thereof shall be paid by Tenant to Landlord monthly in estimated installments or upon demand, at
the option of Landlord, as additional rent; provided, however, in no event shall Tenant be liable
for any net income taxes imposed on Landlord unless such net income taxes are in substitution for
any Taxes payable hereunder. Taxes shall not include any franchise taxes, capital stock,
inheritance, estate, gift, or any other taxes imposed upon or measured by Landlord’s gross income
or profits, unless the same shall be imposed in lieu of real estate taxes or other ad valorem
taxes. If any such tax or excise is levied or assessed directly against Tenant, then Tenant shall
be responsible for and shall pay the same at such times and in such manner as the taxing authority
shall require. Tenant shall be liable for all taxes levied or assessed against any personal
property or fixtures placed in the Premises, whether levied or assessed against Landlord or Tenant.




     9. Insurance. Landlord shall maintain all risk property insurance covering the full
replacement cost of the Building. Landlord may, but is not obligated to, maintain such other
insurance and additional coverages as it may deem necessary, including, but not limited to,
commercial liability insurance and rent loss insurance. All such insurance shall be included as
part of the Operating Expenses charged to Tenant. The Project or Building may be included in a
blanket policy (in which case the cost of such insurance allocable to the Project or Building will
be determined by Landlord based upon the insurer’s cost calculations). Tenant shall also reimburse
Landlord for any increased premiums or additional insurance which Landlord reasonably deems
necessary as a result of Tenant’s use of the Premises upon reasonable notice to Tenant.




               Tenant, at its expense, shall maintain during the Lease Term: all risk property insurance
covering the full replacement cost of all property and improvements installed or placed in the
Premises by Tenant at Tenant’s expense; worker’s compensation insurance with no less than the
minimum limits required by law; employer’s liability insurance with such limits as required by law;
and commercial liability insurance, with a minimum limit of $1,000,000 per occurrence and a minimum
umbrella limit of $1,000,000, for a total minimum combined general liability and umbrella limit of
$2,000,000 (together with such additional umbrella coverage as Landlord may reasonably require) for property damage, personal injuries, or deaths of persons occurring in
or about the Premises. Landlord may from time to time require reasonable increases in any such
limits. The commercial liability policies shall name Landlord as an additional insured, insure on
an occurrence and not a claims-made basis, be issued by



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4.









 







insurance companies which are reasonably
acceptable to Landlord, not be cancelable unless 30 days’ prior written notice shall have been
given to Landlord, contain a hostile fire endorsement and a contractual liability endorsement and
provide primary coverage to Landlord (any policy issued to Landlord providing duplicate or similar
coverage shall be deemed excess over Tenant’s policies). Such policies or certificates thereof
shall be delivered to Landlord by Tenant upon commencement of the Lease Term and upon each renewal
of said insurance.




               The all risk property insurance obtained by Landlord and Tenant shall include a waiver of
subrogation by the insurers and all rights based upon an assignment from its insured, against
Landlord or Tenant, their officers, directors, employees, managers, agents, invitees and
contractors, in connection with any loss or damage thereby insured against. Neither party nor its
officers, directors, employees, managers, agents, invitees or contractors shall be liable to the
other for loss or damage caused by any risk coverable by all risk property insurance, and each
party waives any claims against the other party, and its officers, directors, employees, managers,
agents, invitees and contractors for such loss or damage. The failure of a party to insure its
property shall not void this waiver. Landlord and its agents, employees and contractors shall not
be liable for, and Tenant hereby waives all claims against such parties for, business interruption
and losses occasioned thereby sustained by Tenant or any person claiming through Tenant resulting
from any accident or occurrence in or upon the Premises or the Project from any cause whatsoever,
including without limitation, damage caused in whole or in part, directly or indirectly, by the
negligence of Landlord or its agents, employees or contractors.



     10. Landlord’s Repairs. Landlord shall maintain, at its expense, the structural soundness of
the roof, foundation, and exterior walls of the Building in good repair, reasonable wear and tear
and damages caused by Tenant, its agents and contractors excluded. The term “walls” as used in
this Paragraph 10 shall not include windows, glass or plate glass, doors or overhead doors, special
store fronts, dock bumpers, dock plates or levelers, or office entries. Tenant shall promptly give
Landlord written notice of any repair required by Landlord pursuant to this Paragraph 10, after
which Landlord shall have a reasonable opportunity to repair.




     11. Tenant’s Repairs. Landlord, at Tenant’s expense as provided in Paragraph 6, shall
maintain in good repair and condition the parking areas and other common areas of the Building,
including, but not limited to driveways, alleys, landscape and grounds surrounding the Premises.
Subject to Landlord’s obligation in Paragraph 10 and subject to Paragraphs 2, 9 and 15, Tenant, at
its expense, shall repair (when repair is no longer reasonable), replace and maintain in good
condition all portions of the Premises and all areas, improvements and systems exclusively serving
the Premises including, without limitation, dock and loading areas, truck doors, plumbing, water
and sewer lines up to points of common connection, fire sprinklers and fire protection systems,
entries, doors, ceilings, windows, interior walls, and the interior side of demising walls, and
heating, ventilation and air conditioning systems. Such repair and replacements include capital
expenditures and repairs whose benefit may extend beyond the Term, and such capital expenditures
and repairs shall be fully amortized in accordance with the Formula (defined hereafter) over the
remainder of the Lease Term, without regard to any extension or renewal option not then exercised.
The “Formula” shall mean that number, the numerator of which shall be the number of months of the
Lease Term remaining after the replacement of any such capital expenditures, and the denominator of
which shall be the amortization period (in months) equal to the useful life thereof for federal
income tax purposes. Landlord shall pay for such capital expenditures and repairs and Tenant shall
reimburse Landlord for its amortized share of same (determined as hereinabove set forth) in equal
monthly installments in the same manner as the payment by Tenant to Landlord of the Operating
Expenses. Heating, ventilation and air conditioning systems and other mechanical and building
systems serving the Premises shall be maintained at Tenant’s expense pursuant to maintenance
service contracts entered into by Tenant or, at Landlord’s election, by Landlord. The scope of
services and contractors under such maintenance contracts shall be reasonably approved by Landlord.
If Tenant fails to perform any repair or replacement for which it is responsible under this Lease
within thirty days following Landlord’s written demand to Tenant to perform, Landlord may perform
such work and be reimbursed by Tenant within 30 days after demand therefor. Subject to Paragraphs
9 and 15, Tenant shall bear the full cost of any repair or replacement to any part of the Building
or Project that results from damage caused by Tenant, its agents, contractors, or invitees and any
repair that benefits only the Premises.




     12. Tenant-Made Alterations and Trade Fixtures. Any alterations, additions, or improvements
made by or on behalf of Tenant to the Premises with a value of less than $50,000 and that do not
involve structural alterations (“Cosmetic Alterations”) may be performed without Landlord’s
consent. Any alterations, additions, or improvements made by or on behalf of Tenant to the
Premises with a cumulative value of $50,000 or greater, or that involve structural alterations
(“Tenant-Made Alterations”), shall be subject to Landlord’s prior written consent, which shall not
be unreasonably withheld, conditioned or delayed, provided that such Tenant-Made Alteration does
not materially affect the structure or the roof of the Building, or modify the utility systems of
the Project. Tenant shall cause, at its expense, all Cosmetic Alterations and Tenant-Made
Alterations to comply with insurance requirements and with Legal Requirements and shall construct
at its expense any alteration or modification required by Legal Requirements as a result of any
Cosmetic Alterations and/or Tenant-Made Alterations. All Cosmetic Alterations and Tenant-Made
Alterations shall be constructed in a good and workmanlike manner by contractors reasonably
acceptable to Landlord and only good grades of materials shall be used. All plans and
specifications for any Tenant-Made Alterations shall be submitted to Landlord for its approval and
plans and specifications shall be submitted to Landlord for Cosmetic Alterations for Landlord’s
records. Landlord may monitor construction of the Tenant-Made Alterations. Tenant shall reimburse
Landlord for its reasonable costs in reviewing plans and specifications and in monitoring
construction of Tenant-Made Alterations. Landlord’s right to review plans and specifications and
to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see
that such plans and specifications or construction comply with Legal Requirements. Tenant shall
provide Landlord with the identities and mailing addresses of all persons performing work or
supplying materials, prior to beginning construction of Tenant-Made Alterations, and Landlord may post on and about the Premises
notices of non-responsibility pursuant to applicable law. Tenant shall furnish security or make
other arrangements satisfactory to Landlord to assure payment for the completion of all Tenant-Made
Alterations free and clear of liens and shall




Building No. 2: 47451 Fremont Boulevard, Fremont, CA





5.









 







provide certificates of insurance for worker’s
compensation and other coverage in amounts and from an insurance company satisfactory to Landlord
protecting Landlord against liability for personal injury or property damage during construction.
Upon completion of any Tenant-Made Alterations or Cosmetic Alterations, Tenant shall deliver to
Landlord sworn statements setting forth the names of all contractors and subcontractors who did
work on the Tenant-Made Alterations and final lien waivers from all such contractors and
subcontractors. Upon surrender of the Premises, all Cosmetic Alterations, Tenant-Made Alterations,
and any other leasehold improvements constructed by Landlord or Tenant shall be removed from the
Premises, at Tenant’s expense except as otherwise provided in this Paragraph 12. Notwithstanding
anything contained herein to the contrary, upon Tenant’s written request, Landlord shall provide
Tenant, at the time of Tenant’s request for approval of Tenant-Made Alterations, or at anytime upon
written request from Tenant in regards to Cosmetic Alterations, a list of which Tenant-Made
Alterations or Cosmetic Alterations Landlord will require Tenant to remove upon surrender of the
Premises.




               Addendum 2 describes Landlord’s obligations to construct, and to contribute to the costs and
expenses of construction of, the Initial Improvements (as defined therein).



               Tenant, at its own cost and expense and without Landlord’s prior approval, may erect such
shelves, bins, machinery and trade fixtures (collectively “Trade Fixtures”) in the ordinary course
of its business provided that such items do not alter the basic character of the Premises, do not
overload or damage the Premises, and may be removed without injury to the Premises, and the
construction, erection, and installation thereof complies with all Legal Requirements and with
Landlord’s requirements set forth above. Tenant shall remove its Trade Fixtures and shall repair
any damage caused by such removal.



     13. Signs. Tenant shall not make any changes to the exterior of the Premises, install any
exterior lights, decorations, balloons, flags, pennants, banners, or painting, or erect or install
any signs, windows or door lettering, placards, decorations, or advertising media of any type which
can be viewed from the exterior of the Premises, without Landlord’s prior written consent. Upon
surrender or vacation of the Premises, Tenant shall have removed all signs and repair, paint,
and/or replace the building facia surface to which its signs are attached. Tenant shall obtain all
applicable governmental permits and approvals for sign and exterior treatments. All signs,
decorations, advertising media, blinds, draperies and other window treatment or bars or other
security installations visible from outside the Premises shall be subject to Landlord’s approval
and conform in all respects to Landlord’s requirements.




     14. Parking. Tenant shall have the non-exclusive use to 50 parking spaces at the Project on
an unreserved basis. Tenant shall be entitled to park in common with other tenants of the Project
in those areas designated for non-reserved parking. Landlord may allocate parking spaces among
Tenant and other tenants in the Project if Landlord determines that such parking facilities are
becoming crowded. Landlord shall not be responsible for enforcing Tenant’s parking rights against
any third parties.




     15. Restoration. If at any time during the Lease Term the Premises are damaged by a fire or
other casualty, Landlord shall notify Tenant within 60 days after such damage as to the amount of
time Landlord reasonably estimates it will take to restore the Premises. If the restoration time
is estimated to exceed 6 months, either Landlord or Tenant may elect to terminate this Lease upon
notice to the other party given no later than 30 days after Landlord’s notice. If neither party
elects to terminate this Lease or if Landlord estimates that restoration will take 6 months or
less, then, subject to receipt of sufficient insurance proceeds, Landlord shall promptly restore
the Premises excluding the improvements installed by Tenant or by Landlord and paid by Tenant,
subject to receipt of sufficient insurance proceeds, reasonable delays arising from the collection
of insurance proceeds or delays from Force Majeure events. Tenant at Tenant’s expense shall
promptly perform, subject to receipt of sufficient insurance proceeds, delays arising from the
collection of insurance proceeds, or delays from Force Majeure events, all repairs or restoration
not required to be done by Landlord and shall promptly re-enter the Premises and commence doing
business in accordance with this Lease. Notwithstanding the foregoing, either party may terminate
this Lease if the Premises are damaged during the last year of the Lease Term and Landlord
reasonably estimates that it will take more than one month to repair such damage. Base Rent and
Operating Expenses shall be abated for the period of repair and restoration in the proportion which
the area of the Premises, if any, which is not usable by Tenant bears to the total area of the
Premises. Such abatement shall be the sole remedy of Tenant, and except as provided herein, Tenant
waives any right to terminate the Lease by reason of damage or casualty loss. Notwithstanding the
terms and conditions of this Paragraph 15, if the Premises are not restored by Landlord within 6
months of the date of casualty (subject to Force Majeure and Tenant-caused delays), Tenant may
terminate the Lease upon thirty (30) days written notice to Landlord; provided, however, if
Landlord completes the restoration in said thirty (30) day notice period, Tenant’s notice of
termination shall be null and void and this Lease shall continue in full force and effect.
Notwithstanding the foregoing, if the Premises are not restored by Landlord within 9 months of the
date of casualty for any reason whatsoever other than Tenant-caused delays, Tenant may terminate
the Lease upon thirty (30) days written notice to Landlord; provided, however, if Landlord
completes the restoration in said thirty (30) day notice period, Tenant’s notice of termination
shall be null and void and this Lease shall continue in full force and effect.




     16. Condemnation. If any part of the Premises or the Project should be taken for any public
or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent
domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would
prevent or materially interfere with Tenant’s use of the Premises (including interference for a
Taking of the parking servicing the Premises) in Tenant’s reasonable judgment or in Landlord’s
judgment would materially interfere with or impair its ownership or operation of the Project, then
upon written notice by the applicable party this Lease shall terminate and all rent shall be
apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not
terminated as provided above, all rent payable hereunder during the unexpired Lease Term shall be reduced to such
extent as may be fair and reasonable under the circumstances. In the event of any such Taking,
Landlord shall be entitled to receive the entire price or award from any such Taking without any
payment to Tenant, and Tenant hereby assigns to Landlord




Building No. 2: 47451 Fremont Boulevard, Fremont, CA




6.









 







Tenant’s interest, if any, in such award.
Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a
separate claim against the condemning authority (but not Landlord) for such compensation as may be
separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s Trade
Fixtures, if a separate award for such items is made to Tenant.




     17. Assignment and Subletting. Without Landlord’s prior written consent, which Landlord shall
not unreasonably withhold, condition or delay, Tenant shall not assign this Lease or sublease the
Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant
any concession or license within the Premises and any attempt to do any of the foregoing shall be
void and of no effect. For purposes of this paragraph, a transfer of the ownership interests
controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are
publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part
thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant
(a “Tenant Affiliate”), without the prior written consent of Landlord (each a “Permitted
Transfer”). Tenant shall reimburse Landlord for all of Landlord’s reasonable out-of-pocket
expenses in connection with any assignment or sublease. Upon Landlord’s receipt of Tenant’s
written notice of a desire to assign the Lease or sublet more than 90% of the Premises for 90% or
more of the remainder of the Term, or any part thereof (other than to a Tenant Affiliate), Landlord
may, by giving written notice to Tenant within 10 days after receipt of Tenant’s notice, terminate
this Lease with respect to the space described in Tenant’s notice, as of the date specified in
Tenant’s notice for the commencement of the proposed assignment or sublease. If Landlord so
terminates the Lease, Landlord may enter into a lease directly with the proposed sublessee or
assignee. Tenant may withdraw its notice to sublease or assign by notifying Landlord within 10
days after Landlord has given Tenant notice of such termination, in which case the Lease shall not
terminate but shall continue.




               It shall be reasonable for the Landlord to withhold its consent to any assignment or sublease
in any of the following instances: (i) an Event of Default has occurred and is continuing that
would not be cured upon the proposed sublease or assignment; (ii) the assignee or sublessee does
not have a net worth calculated according to generally accepted accounting principles at least
equal to at the time it executed the Lease; (iii) the intended use of the Premises by the assignee
or sublessee is not reasonably satisfactory to Landlord; (iv) the intended use of the Premises by
the assignee or sublessee would materially increase the pedestrian or vehicular traffic to the
Premises or the Project; (v) occupancy of the Premises by the assignee or sublessee would, in
Landlord’s opinion, violate an agreement binding upon Landlord or the Project with regard to the
identity of tenants, usage in the Project, or similar matters; (vi) the identity or business
reputation of the assignee or sublessee will, in the good faith judgment of Landlord, tend to
damage the goodwill or reputation of the Project; (vii) the assignment or sublet is to another
tenant in the Project and is at rates which are below those charged by Landlord for comparable
space in the Project provided Landlord has sufficient space in the Project to reasonably meet such
tenant’s requirements; (viii) in the case of a sublease, the subtenant has not acknowledged that
the Lease controls over any inconsistent provision in the sublease; or (ix) the proposed assignee
or sublessee is a governmental agency. Tenant and Landlord acknowledge that each of the foregoing
criteria are reasonable as of the date of execution of this Lease. The foregoing criteria shall
not exclude any other reasonable basis for Landlord to refuse its consent to such assignment or
sublease. Any approved assignment or sublease shall be expressly subject to the terms and
conditions of this Lease. Tenant shall provide to Landlord all information concerning the assignee
or sublessee as Landlord may reasonably request.



               Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant’s
obligations under this Lease shall at all times remain fully responsible and liable for the payment
of the rent and for compliance with all of Tenant’s other obligations under this Lease (regardless
of whether Landlord’s approval has been obtained for any such assignments or sublettings). In the
event that the rent due and payable by a sublessee or assignee (or a combination of the rental
payable under such sublease or assignment plus any bonus or other consideration therefor or
incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and
obligated to pay Landlord as additional rent hereunder 50% of such excess rental and other excess
consideration within 10 days following receipt thereof by Tenant (after deducting the costs and
expenses of tenant improvements, reasonable brokerage fees, and reasonable attorney’s fees,
amortized over the remaining Term).



               If this Lease is assigned or if the Premises is subleased (whether in whole or in part) or in
the event of the mortgage, pledge, or hypothecation of Tenant’s leasehold interest or grant of any
concession or license within the Premises or if the Premises be occupied in whole or in part by
anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from
the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated,
concessionee or licensee or other occupant and, except to the extent set forth in the preceding
paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals
collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No
such transaction or collection of rent or application thereof by Landlord, however, shall be deemed
a waiver of these provisions or a release of Tenant from the further performance by Tenant of its
covenants, duties, or obligations hereunder.



     18. Indemnification. Except for the willful misconduct and/or negligence of Landlord, its
agents, employees or contractors, and to the extent permitted by law, Tenant agrees to indemnify,
defend and hold harmless Landlord, and Landlord’s agents, employees and contractors, from and
against any and all losses, liabilities, damages, costs and expenses (including attorneys’ fees)
resulting from claims by third parties for injuries to any person and damage to or theft or
misappropriation or loss of property occurring in or about the Project and arising from the use and
occupancy of the Premises or from any activity, work, or thing done, permitted or suffered by
Tenant in or about the Premises or due to any other act or omission of Tenant, its subtenants,
assignees, invitees, employees, contractors and agents. The furnishing of insurance required hereunder shall not
be deemed to limit Tenant’s obligations under this Paragraph 18.




Building No. 2: 47451 Fremont Boulevard, Fremont, CA





7.









 








     19. Inspection and Access. Landlord and its agents, representatives, and contractors may
enter the Premises at any reasonable time, upon reasonable prior notice, to inspect the Premises
and to make such repairs as may be required or permitted pursuant to this Lease and for any other
business purpose. Landlord and Landlord’s representatives may enter the Premises during business
hours for the purpose of showing the Premises to prospective purchasers and, during the last nine
months of the Lease Term, to prospective tenants. Landlord may erect a suitable sign on the
Premises stating the Premises are available to let or that the Project is available for sale.
Landlord may grant easements, make public dedications, designate common areas and create
restrictions on or about the Premises, provided that no such easement, dedication, designation or
restriction materially interferes with Tenant’s use or occupancy of the Premises. At Landlord’s
request, Tenant shall execute such instruments as may be necessary for such easements, dedications
or restrictions.




     20.
Quiet Enjoyment. If Tenant shall perform all of the covenants and agreements herein
required to be performed by Tenant, Tenant shall, subject to the terms of this Lease, at all times
during the Lease Term, have peaceful and quiet enjoyment of the Premises against any person
claiming by, through or under Landlord.




     21. Surrender. Upon termination of the Lease Term or earlier termination of Tenant’s right of
possession, Tenant shall surrender the Premises to Landlord in the same condition as received,
broom clean, ordinary wear and tear and casualty loss and condemnation covered by Paragraphs 15 and
16 excepted. Any Trade Fixtures, Tenant-Made Alterations and property not so removed by Tenant as
permitted or required herein shall be deemed abandoned and may be stored, removed, and disposed of
by Landlord at Tenant’s expense, and Tenant waives all claims against Landlord for any damages
resulting from Landlord’s retention and disposition of such property. All obligations of Tenant
hereunder not fully performed as of the termination of the Lease Term shall survive the termination
of the Lease Term, including without limitation, indemnity obligations, payment obligations with
respect to Operating Expenses and obligations concerning the condition and repair of the Premises.
Notwithstanding the provisions of this Paragraph 21, Tenant shall not be obligated to remove any or
all of the Initial Improvements to the Premises constructed by Landlord pursuant to the
Construction Addendum attached to this Lease, nor any Tenant-Made Alterations constructed by or for
the benefit of Tenant during the Lease Term, provided that in connection with the approval of the
plans and specifications for such Tenant-Made Alterations, Tenant specifically requested and
obtained in writing the agreement of Landlord that such Tenant-Made Alterations would not be
required to be removed upon the expiration or termination of this Lease.




     22. Holding Over. If Tenant retains possession of the Premises after the termination of the
Lease Term, unless otherwise agreed in writing, such possession shall be subject to immediate
termination by Landlord at any time, and all of the other terms and provisions of this Lease
(excluding any expansion or renewal option or other similar right or option) shall be applicable
during such holdover period, except that Tenant shall pay Landlord from time to time, upon demand,
as Base Rent for the holdover period, an amount equal to 150% of the Base Rent in effect on the
termination date, computed on a monthly basis for each month or part thereof during such holding
over. All other payments shall continue under the terms of this Lease. In addition, Tenant shall
be liable for all damages incurred by Landlord as a result of such holding over. No holding over
by Tenant, whether with or without consent of Landlord, shall operate to extend this Lease except
as otherwise expressly provided, and this Paragraph 22 shall not be construed as consent for Tenant
to retain possession of the Premises. For purposes of this Paragraph 22, “possession of the
Premises” shall continue until, among other things, Tenant has delivered all keys to the Premises
to Landlord, Landlord has complete and total dominion and control over the Premises, and Tenant has
completely fulfilled all obligations required of it upon termination of the Lease as set forth in
this Lease, including, without limitation, those concerning the condition and repair of the
Premises.




     23. Events of Default. Each of the following events shall be an event of default (“Event of
Default”) by Tenant under this Lease:





     (i) Tenant shall fail to pay any installment of Base Rent or any other payment required
herein when due, and such failure shall continue for a period of 5 days from the date such
payment was due.




     (ii) Tenant or any guarantor or surety of Tenant’s obligations hereunder shall (A) make
a general assignment for the benefit of creditors; (B) commence any case, proceeding or
other action seeking to have an order for relief entered on its behalf as a debtor or to
adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
liquidation, dissolution or composition of it or its debts or seeking appointment of a
receiver, trustee, custodian or other similar official for it or for all or of any
substantial part of its property (collectively a “proceeding for relief”); (C) become the
subject of any proceeding for relief which is not dismissed within 60 days of its filing or
entry; or (D) die or suffer a legal disability (if Tenant, guarantor, or surety is an
individual) or be dissolved or otherwise fail to maintain its legal existence (if Tenant,
guarantor or surety is a corporation, partnership or other entity).




     (iii) Any insurance required to be maintained by Tenant pursuant to this Lease shall be
cancelled or terminated or shall expire or shall be reduced or materially changed, except,
in each case, as permitted in this Lease. Tenant’s reduction or material change of
insurance shall not constitute an Event of Default until such reduction or material change
of insurance shall continue for a period of 5 days after Landlord shall have given Tenant
written notice of such default. In no event shall such cure period apply to any
cancellation, termination, or expiration of Tenant’s insurance coverage required under this
Lease.




     (iv) Tenant shall fail to occupy or shall vacate the Premises or shall fail to
continuously operate its business at the Premises for the permitted use set forth herein,
whether or not Tenant is in monetary or other default under this Lease; provided however,
that Tenant’s failure to occupy or Tenant’s vacating of the Premises shall not constitute an
Event of Default if, prior to vacating the Premises, Tenant



Building No. 2: 47451 Fremont Boulevard, Fremont, CA





8.









 









makes arrangements to (a) insure
that Tenant’s insurance for the Premises will not be voided or cancelled with respect to the
Premises as a result of such vacancy, (b) insure that the Premises are secured and not
subject to vandalism, and (c) insure that the Premises will be properly maintained after
such vacation.




     (v) There shall occur any assignment, subleasing or other transfer of Tenant’s interest
in or with respect to this Lease except as otherwise permitted in this Lease.




     (vi) Tenant shall fail to discharge any lien placed upon the Premises in violation of
this Lease within 30 days after Tenant’s receipt of notice of any such lien or encumbrance
is filed against the Premises.




     (vii) Tenant shall fail to comply with any provision of this Lease other than those
specifically referred to in this Paragraph 23, and except as otherwise expressly provided
herein, such default shall continue for more than 30 days after Landlord shall have given
Tenant written notice of such default (unless such performance will, due to the nature of
the obligations, require a period of time in excess of 30 days, then after such period of
time as is reasonably necessary provided Tenant diligently and continuously pursues such
cure).



     24. Landlord’s Remedies. Upon each occurrence of an Event of Default and so long as such
Event of Default shall be continuing, Landlord may at any time thereafter at its election:
terminate this Lease or Tenant’s right of possession, (but Tenant shall remain liable as
hereinafter provided) and/or pursue any other remedies at law or in equity. Upon the termination
of this Lease or termination of Tenant’s right of possession, it shall be lawful for Landlord,
without formal demand or notice of any kind, to re-enter the Premises by summary dispossession
proceedings or any other action or proceeding authorized by law and to remove Tenant and all
persons and property therefrom. If Landlord re-enters the Premises, Landlord shall have the right
to keep in place and use, or remove and store, all of the furniture, fixtures and equipment at the
Premises.




               Except as otherwise provided in the next paragraph, if Tenant breaches this Lease and abandons
the Premises prior to the end of the term hereof, or if Tenant’s right to possession is terminated
by Landlord because of an Event of Default by Tenant under this Lease, this Lease shall terminate.
Upon such termination, Landlord may recover from Tenant the following, as provided in Section
1951.2 of the Civil Code of California: (i) the worth at the time of award of the unpaid Base Rent
and other charges under this Lease that had been earned at the time of termination; (ii) the worth
at the time of award of the amount by which the reasonable value of the unpaid Base Rent and other
charges under this Lease which would have been earned after termination until the time of award
exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; (iii)
the worth at the time of the award by which the reasonable value of the unpaid Base Rent and other
charges under this Lease for the balance of the term of this Lease after the time of award exceeds
the amount of such rental loss that Tenant proves could have been reasonably avoided; and (iv) any
other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s
failure to perform its obligations under this Lease or that in the ordinary course of things would
be likely to result therefrom. As used herein, the following terms are defined: (a) the “worth at
the time of award” of the amounts referred to in Sections (i) and (ii) is computed by allowing
interest at the lesser of 18 percent per annum or the maximum lawful rate. The “worth at the time
of award” of the amount referred to in Section (iii) is computed by discounting such amount at the
discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent;
(b) the “time of award” as used in clauses (i), (ii), and (iii) above is the date on which judgment
is entered by a court of competent jurisdiction; (c) The “reasonable value” of the amount referred
to in clause (ii) above is computed by determining the mathematical product of (1) the “reasonable
annual rental value” (as defined herein) and (2) the number of years, including fractional parts
thereof, between the date of termination and the time of award. The “reasonable value” of the
amount referred to in clause (iii) is computed by determining the mathematical product of (1) the
annual Base Rent and other charges under this Lease and (2) the number of years including
fractional parts thereof remaining in the balance of the term of this Lease after the time of
award.



               Even though Tenant has breached this Lease and abandoned the Premises, this Lease shall
continue in effect for so long as Landlord does not terminate Tenant’s right to possession, and
Landlord may enforce all its rights and remedies under this Lease, including the right to recover
rent as it becomes due. This remedy is intended to be the remedy described in California Civil
Code Section 1951.4 and the following provision from such Civil Code Section is hereby repeated:
“The Lessor has the remedy described in California Civil Code Section 1951.4 (lessor may continue
lease in effect after lessee’s breach and abandonment and recover rent as it becomes due, if lessee
has right to sublet or assign, subject only to reasonable limitations).” Any such payments due
Landlord shall be made upon demand therefor from time to time and Tenant agrees that Landlord may
file suit to recover any sums falling due from time to time. Notwithstanding any such reletting
without termination, Landlord may at any time thereafter elect in writing to terminate this Lease
for such previous breach.



               Exercise by Landlord of any one or more remedies hereunder granted or otherwise available
shall not be deemed to be an acceptance of surrender of the Premises and/or a termination of this
Lease by Landlord, whether by agreement or by operation of law, it being understood that such
surrender and/or termination can be effected only by the written agreement of Landlord and Tenant.
Any law, usage, or custom to the contrary notwithstanding, Landlord shall have the right at all
times to enforce the provisions of this Lease in strict accordance with the terms hereof; and the
failure of Landlord at any time to enforce its rights under this Lease strictly in accordance with
same shall not be construed as having created a custom in any way or manner contrary to the specific terms, provisions, and covenants of this Lease or as having modified the same.
Tenant and Landlord further agree that forbearance or waiver by Landlord to enforce its rights
pursuant to this Lease or at law or in equity, shall not be a waiver of Landlord’s right to enforce
one or more of its rights in connection with any subsequent default. A receipt by Landlord of rent
or other payment with knowledge of the breach of any covenant hereof shall not be



Building No. 2: 47451 Fremont Boulevard, Fremont, CA





9.









 







deemed a waiver
of such breach, and no waiver by Landlord of any provision of this Lease shall be deemed to have
been made unless expressed in writing and signed by Landlord. To the greatest extent permitted by
law, Tenant waives all right of redemption in case Tenant shall be dispossessed by a judgment or by
warrant of any court or judge. The terms “enter,” “re-enter,” “entry” or “re-entry,” as used in
this Lease, are not restricted to their technical legal meanings. Any reletting of the Premises
shall be on such terms and conditions as Landlord in its sole discretion may determine (including
without limitation a term different than the remaining Lease Term, rental concessions, alterations
and repair of the Premises, lease of less than the entire Premises to any tenant and leasing any or
all other portions of the Project before reletting the Premises). Landlord shall not be liable,
nor shall Tenant’s obligations hereunder be diminished because of, Landlord’s failure to relet the
Premises or collect rent due in respect of such reletting.




     25. Tenant’s Remedies/Limitation of Liability. Landlord shall not be in default hereunder
unless Landlord fails to perform any of its obligations hereunder within 30 days after written
notice from Tenant specifying such failure (unless such performance will, due to the nature of the
obligation, require a period of time in excess of 30 days, then after such period of time as is
reasonably necessary). All obligations of Landlord hereunder shall be construed as covenants, not
conditions; and, except as may be otherwise expressly provided in this Lease, Tenant may not
terminate this Lease for breach of Landlord’s obligations hereunder. All obligations of Landlord
under this Lease will be binding upon Landlord only during the period of its ownership of the
Premises and not thereafter. The term “Landlord” in this Lease shall mean only the owner, for the
time being of the Premises, and in the event of the transfer by such owner of its interest in the
Premises, such owner shall thereupon be released and discharged from all obligations of Landlord
thereafter accruing, but such obligations shall be binding during the Lease Term upon each new
owner for the duration of such owner’s ownership. Any liability of Landlord under this Lease shall
be limited solely to its interest in the Project, and in no event shall any personal liability be
asserted against Landlord in connection with this Lease nor shall any recourse be had to any other
property or assets of Landlord.



     26. Waiver of Jury Trial. TENANT AND LANDLORD WAIVE ANY RIGHT TO TRIAL BY JURY OR TO HAVE A
JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE,
BETWEEN LANDLORD AND TENANT ARISING OUT OF THIS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT, OR
AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO.



     27. Subordination. This Lease and Tenant’s interest and rights hereunder are and shall be
subject and subordinate at all times to the lien of any mortgage, now existing or hereafter created
on or against the Project or the Premises, and all amendments, restatements, renewals,
modifications, consolidations, refinancing, assignments and extensions thereof, without the
necessity of any further instrument or act on the part of Tenant. Tenant agrees, at the election
of the holder of any such mortgage, to attorn to any such holder. Tenant agrees upon demand to
execute, acknowledge and deliver such instruments, confirming such subordination and such
instruments of attornment as shall be requested by any such holder. Tenant hereby appoints
Landlord attorney in fact for Tenant irrevocably (such power of attorney being coupled with an
interest) to execute, acknowledge and deliver any such instrument and instruments for and in the
name of the Tenant and to cause any such instrument to be recorded. Notwithstanding the foregoing,
any such holder may at any time subordinate its mortgage to this Lease, without Tenant’s consent,
by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such mortgage
without regard to their respective dates of execution, delivery or recording and in that event such
holder shall have the same rights with respect to this Lease as though this Lease had been executed
prior to the execution, delivery and recording of such mortgage and had been assigned to such
holder. The term “mortgage” whenever used in this Lease shall be deemed to include deeds of trust,
security assignments and any other encumbrances, and any reference to the “holder” of a mortgage
shall be deemed to include the beneficiary under a deed of trust. Notwithstanding anything to the
contrary in this Lease, this Lease and Tenant’s interest in the Premises shall not be subordinate
to any mortgage or deed of trust on the Project, and Tenant shall not be obligated to execute an
instrument subordinating this Lease or Tenant’s interest in the Premises to any mortgage or deed of
trust on the Project, unless concurrently with such subordination the holder of such mortgage or
deed of trust agrees in such instrument of subordination not to disturb Tenant’s possession of the
Premises (so long as no default exists under the Lease beyond any applicable cure period) in the
event such holder acquires title to the Premises through foreclosure, deed in lieu of foreclosure
or otherwise.



               Notwithstanding the preceding provisions of this Paragraph 27, this Lease and Tenant’s
interest in the Premises shall not be subordinate to any future mortgage or deed of trust on the
Project, and Tenant shall not be obligated to execute an instrument subordinating this Lease or
Tenant’s interest in the Premises to any future mortgage or deed of trust on the Project, unless
concurrently with such subordination the holder of such mortgage or deed of trust agrees in such
instrument of subordination not to disturb Tenant’s possession of the Premises (so long as no
default exists under the Lease) in the event such holder acquires title to the Premises through
foreclosure, deed in lieu of foreclosure or otherwise.



     28. Mechanic’s Liens. Tenant has no express or implied authority to create or place any lien
or encumbrance of any kind upon, or in any manner to bind the interest of Landlord or Tenant in,
the Premises or to charge the rentals payable hereunder for any claim in favor of any person
dealing with Tenant, including those who may furnish materials or perform labor for any
construction or repairs. Tenant covenants and agrees that it will pay or cause to be paid all sums
legally due and payable by it on account of any labor performed or materials furnished in
connection with any work performed on the Premises and that it will save and hold Landlord harmless
from all loss, cost or expense based on or arising out of asserted claims or liens against the
leasehold estate or against the interest of Landlord in the Premises or under this Lease, except to
the extent they are caused by Landlord’s negligence or willful misconduct. Tenant shall give Landlord immediate written notice of the
placing of any lien or encumbrance against the Premises and cause such lien or encumbrance to be
discharged within 30 days of the filing or recording thereof; provided, however, Tenant may contest
such liens or encumbrances as long as such contest




Building No. 2: 47451 Fremont Boulevard, Fremont, CA






10.









 







prevents foreclosure of the lien or encumbrance
and Tenant causes such lien or encumbrance to be bonded or insured over in a manner satisfactory to
Landlord within such 30 day period.




     29. Estoppel Certificates. Tenant agrees, from time to time, within 10 business days after
request of Landlord, to execute and deliver to Landlord, or Landlord’s designee, any estoppel
certificate requested by Landlord, stating that this Lease is in full force and effect, the date to
which rent has been paid, that Landlord is not in default hereunder (or specifying in detail the
nature of Landlord’s default), the termination date of this Lease and such other matters pertaining
to this Lease as may be requested by Landlord. Tenant’s obligation to furnish each estoppel
certificate in a timely fashion is a material inducement for Landlord’s execution of this Lease.
No cure or grace period provided in this Lease shall apply to Tenant’s obligations to timely
deliver an estoppel certificate. Tenant hereby irrevocably appoints Landlord as its attorney in
fact to execute on its behalf and in its name any such estoppel certificate if Tenant fails to
execute and deliver the estoppel certificate within 10 days after Landlord’s written request
thereof.




     30. Environmental Requirements. Except for Hazardous Material contained in products used by
Tenant in de minimus quantities for ordinary cleaning and office purposes, Tenant shall not permit
or cause any party to bring any Hazardous Material upon the Premises or transport, store, use,
generate, manufacture or release any Hazardous Material in or about the Premises without Landlord’s
prior written consent. Tenant, at its sole cost and expense, shall operate its business in the
Premises in strict compliance with all Environmental Requirements and shall remediate in a manner
satisfactory to Landlord any Hazardous Materials released on or from the Project by Tenant, its
agents, employees, contractors, subtenants or invitees. Tenant shall complete and certify to
disclosure statements as requested by Landlord from time to time relating to Tenant’s
transportation, storage, use, generation, manufacture or release of Hazardous Materials on the
Premises. The term “Environmental Requirements” means all applicable present and future statutes,
regulations, ordinances, rules, codes, judgments, orders or other similar enactments of any
governmental authority or agency regulating or relating to health, safety, or environmental
conditions on, under, or about the Premises or the environment, including without limitation, the
following: the Comprehensive Environmental Response, Compensation and Liability Act; the Resource
Conservation and Recovery Act; and all state and local counterparts thereto, and any regulations or
policies promulgated or issued thereunder. The term “Hazardous Materials” means and includes any
substance, material, waste, pollutant, or contaminant listed or defined as hazardous or toxic,
under any Environmental Requirements, asbestos and petroleum, including crude oil or any fraction
thereof, natural gas liquids, liquified natural gas, or synthetic gas usable for fuel (or mixtures
of natural gas and such synthetic gas). As defined in Environmental Requirements, Tenant is and
shall be deemed to be the “operator” of Tenant’s “facility” and the “owner” of all Hazardous
Materials brought on the Premises by Tenant, its agents, employees, contractors or invitees, and
the wastes, by-products, or residues generated, resulting, or produced therefrom.




               Tenant shall indemnify, defend, and hold Landlord harmless from and against any and all losses
(including, without limitation, diminution in value of the Premises or the Project and loss of
rental income from the Project), claims, demands, actions, suits, damages (including, without
limitation, punitive damages), expenses (including, without limitation, remediation, removal,
repair, corrective action, or cleanup expenses), and costs (including, without limitation, actual
attorneys’ fees, consultant fees or expert fees and including, without limitation, removal or
management of any asbestos brought into the property or disturbed in breach of the requirements of
this Paragraph 30, regardless of whether such removal or management is required by law) which are
brought or recoverable against, or suffered or incurred by Landlord as a result of any release of
Hazardous Materials for which Tenant is obligated to remediate as provided above or any other
breach of the requirements under this Paragraph 30 by Tenant, its agents, employees, contractors,
subtenants, assignees or invitees, regardless of whether Tenant had knowledge of such
noncompliance. The obligations of Tenant under this Paragraph 30 shall survive any termination of
this Lease.



               Landlord shall have access to, and a right to perform inspections and tests of, the Premises
to determine Tenant’s compliance with Environmental Requirements, its obligations under this
Paragraph 30, or the environmental condition of the Premises. Access shall be granted to Landlord
upon Landlord’s prior notice to Tenant and at such times so as to minimize, so far as may be
reasonable under the circumstances, any disturbance to Tenant’s operations. Such inspections and
tests shall be conducted at Landlord’s expense, unless such inspections or tests reveal that Tenant
has not complied with any Environmental Requirement, in which case Tenant shall reimburse Landlord
for the reasonable cost of such inspection and tests. Landlord’s receipt of or satisfaction with
any environmental assessment in no way waives any rights that Landlord holds against Tenant.



               Notwithstanding anything to the contrary in this Paragraph 30, Tenant shall have no liability
of any kind to Landlord as to Hazardous Materials existing on the Premises prior to Tenant’s
occupancy of the Premises or as to Hazardous Materials caused or permitted by (i) Landlord, its
agents, employees, contractors or invitees; or (ii) any other tenants in the Project or their
agents, employees, contractors, subtenants, assignees or invitees; or (iii) any other person or
entity located outside of the Premises or the Project (including, without limitation, migration of
Hazardous Materials caused by any person or entity, other than Tenant, its agents, employees,
contractors, assignees, subtenants or invitees).



     31. Rules and Regulations. Tenant shall, at all times during the Lease Term and any extension
thereof, comply with all reasonable rules and regulations at any time or from time to time
established by Landlord covering use of the Premises and the Project. The current rules and
regulations are attached hereto. In the event of any conflict between said rules and regulations
and other provisions of this Lease, the other terms and provisions of this Lease shall control. Landlord shall not have any liability or obligation for the breach
of any rules or regulations by other tenants in the Project.




Building No. 2: 47451 Fremont Boulevard, Fremont, CA






11.









 








     32. Security Service. Tenant acknowledges and agrees that, while Landlord may patrol the
Project, Landlord is not providing any security services with respect to the Premises and that
Landlord shall not be liable to Tenant for, and Tenant waives any claim against Landlord with
respect to, any loss by theft or any other damage suffered or incurred by Tenant in connection with
any unauthorized entry into the Premises or any other breach of security with respect to the
Premises.




     33. Force Majeure. Landlord shall not be held responsible for delays in the performance of
its obligations hereunder when caused by strikes, lockouts, labor disputes, acts of God, inability
to obtain labor or materials or reasonable substitutes therefor, governmental restrictions,
governmental regulations, governmental controls, enemy or hostile governmental action, civil
commotion, fire or other casualty, and other causes beyond the reasonable control of Landlord
(“Force Majeure”).




     34. Entire Agreement. This Lease constitutes the complete agreement of Landlord and Tenant
with respect to the subject matter hereof. No representations, inducements, promises or
agreements, oral or written, have been made by Landlord or Tenant, or anyone acting on behalf of
Landlord or Tenant, which are not contained herein, and any prior agreements, promises,
negotiations, or representations are superseded by this Lease. This Lease may not be amended
except by an instrument in writing signed by both parties hereto.




     35.
Severability. If any clause or provision of this Lease is illegal, invalid or
unenforceable under present or future laws, then and in that event, it is the intention of the
parties hereto that the remainder of this Lease shall not be affected thereby. It is also the
intention of the parties to this Lease that in lieu of each clause or provision of this Lease that
is illegal, invalid or unenforceable, there be added, as a part of this Lease, a clause or
provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may
be possible and be legal, valid and enforceable.




     36.
Brokers. Each party represents and warrants to the other that it has dealt with no
broker, agent or other person in connection with this transaction and that no broker, agent or
other person brought about this transaction, other than the broker, if any, set forth on the first
page of this Lease, and each party agrees to indemnify and hold the other harmless from and against
any claims by any other broker, agent or other person claiming a commission or other form of
compensation by virtue of having dealt with the indemnifying party with regard to this leasing
transaction.




     37. Miscellaneous.




     (a) Any payments or charges due from Tenant to Landlord hereunder shall be considered rent for
all purposes of this Lease.




     (b) If and when included within the term “Tenant,” as used in this instrument, there is more
than one person, firm or corporation, each shall be jointly and severally liable for the
obligations of Tenant.




     (c) All notices required or permitted to be given under this Lease shall be in writing and
shall be sent by registered or certified mail, return receipt requested, or by a reputable national
overnight courier service, postage prepaid, or by hand delivery addressed to the parties at their
addresses below, and with a copy sent to Landlord at 4545 Airport Way, Denver, Colorado 80239.
Either party may by notice given aforesaid change its address for all subsequent notices. Except
where otherwise expressly provided to the contrary, notice shall be deemed given upon delivery.




     (d) Except as otherwise expressly provided in this Lease or as otherwise required by law,
Landlord retains the absolute right to withhold any consent or approval.




     (e) At Landlord’s request from time to time, but not more than once per quarter, Tenant shall
furnish Landlord with true and complete copies of its most recent annual and quarterly financial
statements prepared by Tenant or Tenant’s accountants and any other financial information or
summaries that Tenant typically provides to its lenders or shareholders.




     (f) Neither this Lease nor a memorandum of lease shall be filed by or on behalf of Tenant in
any public record. Landlord may prepare and file, and upon request by Landlord Tenant will
execute, a memorandum of lease.




     (g) The normal rule of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Lease or any
exhibits or amendments hereto.




     (h) The submission by Landlord to Tenant of this Lease shall have no binding force or effect,
shall not constitute an option for the leasing of the Premises, nor confer any right or impose any
obligations upon either party until execution of this Lease by both parties.




     (i) Words of any gender used in this Lease shall be held and construed to include any other
gender, and words in the singular number shall be held to include the plural, unless the context
otherwise requires. The captions inserted in this Lease are for convenience only and in no way
define, limit or otherwise describe the scope or intent of this Lease, or any provision hereof, or
in any way affect the interpretation of this Lease.




     (j) Any amount not paid by Tenant within 5 days after its due date in accordance with the
terms of this Lease shall bear interest from such due date until paid in full at the lesser of the
highest rate permitted by applicable law or 15 percent per year. It is expressly the intent of
Landlord and Tenant at all times to comply with




Building No. 2: 47451 Fremont Boulevard, Fremont, CA





12.









 







applicable law governing the maximum rate or amount
of any interest payable on or in connection with this Lease. If applicable law is ever judicially
interpreted so as to render usurious any interest called for under this Lease, or contracted for,
charged, taken, reserved, or received with respect to this Lease, then it is Landlord’s and
Tenant’s express intent that all excess amounts theretofore collected by Landlord be credited on
the applicable obligation (or, if the obligation has been or would thereby be paid in full,
refunded to Tenant), and the provisions of this Lease immediately shall be deemed reformed and the
amounts thereafter collectible hereunder reduced, without the necessity of the execution of any new
document, so as to comply with the applicable law, but so as to permit the recovery of the fullest
amount otherwise called for hereunder.




     (k) Construction and interpretation of this Lease shall be governed by the laws of the state
in which the Project is located, excluding any principles of conflicts of laws.




     (l) Time is of the essence as to the performance of Tenant’s and Landlord’s obligations under
this Lease.




     (m) All exhibits and addenda attached hereto are hereby incorporated into this Lease and made
a part hereof. In the event of any conflict between such exhibits or addenda and the terms of this
Lease, such exhibits or addenda shall control.




     (n) In the event either party hereto initiates litigation to enforce the terms and provisions
of this Lease, the non-prevailing party in such action shall reimburse the prevailing party for its
reasonable attorney’s fees, filing fees, and court costs.




     38. Landlord’s Lien/Security Interest. Intentionally Omitted.




     39. Limitation of Liability of Trustees, Shareholders, and Officers of ProLogis. Any
obligation or liability whatsoever of ProLogis, a Maryland real estate investment trust, which may
arise at any time under this Lease or any obligation or liability which may be incurred by it
pursuant to any other instrument, transaction, or undertaking contemplated hereby shall not be
personally binding upon, nor shall resort for the enforcement thereof be had to the property of,
its trustees, directors, shareholders, officers, employees or agents, regardless of whether such
obligation or liability is in the nature of contract, tort, or otherwise.




     IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year first
above written.



	 	 	 	 	 	 	 	 	 	 	 
	TENANT:

	 	 	 	 	LANDLORD:
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Volterra Semiconductor
Corporation,
a Delaware corporation	 	 	 	PROLOGIS, a Maryland real estate
investment trust	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Daniel W. Wark
	 	 	 	By:
	 	/s/ W. Scott Lamson	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	Daniel W. Wark
	 	 	 	Name:
	 	W. Scott Lamson	 	 
	Title:

	 	V.P. Operations
	 	 	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Address:


3839 Spinnaker Ct.

Fremont, CA 94538	 	 	 	Address:


47775 Fremont Blvd

Fremont, CA 94538	 	 
	(To be revised to the Premises
address upon  commencement of
lease)	 	 	 	 	 	 	 	 






Building No. 2: 47451 Fremont Boulevard, Fremont, CA





13.









 








Rules and Regulations





	1.	 	The sidewalk, entries, and driveways of the Project shall not be obstructed by Tenant, or its
agents, or used by them for any purpose other than ingress and egress to and from the
Premises.
	 
	2.	 	Tenant shall not place any objects, including antennas, outdoor furniture, etc., in the
parking areas, landscaped areas or other areas outside of its Premises, or on the roof of the
Project.
	 
	3.	 	Except for seeing-eye dogs, no animals shall be allowed in the offices, halls, or corridors
in the Project.
	 
	4.	 	Tenant shall not disturb the occupants of the Project or adjoining buildings by the use of
any radio or musical instrument or by the making of loud or improper noises.
	 
	5.	 	If Tenant desires telegraphic, telephonic or other electric connections in the Premises,
Landlord or its agent will direct the electrician as to where and how the wires may be
introduced; and, without such direction, no boring or cutting of wires will be permitted. Any
such installation or connection shall be made at Tenant’s expense.
	 
	6.	 	Tenant shall not install or operate any steam or gas engine or boiler, or other mechanical
apparatus in the Premises, except as specifically approved in the Lease. The use of oil, gas
or inflammable liquids for heating, lighting or any other purpose is expressly prohibited.
Explosives or other articles deemed extra hazardous shall not be brought into the Project.
	 
	7.	 	Parking any type of recreational vehicles is specifically prohibited on or about the Project.
Further, parking any type of trucks, trailers or other vehicles in the Premises is
specifically prohibited. Except for the overnight parking of operative vehicles, no vehicle
of any type shall be stored in the parking areas at any time. In the event that a vehicle is
disabled, it shall be removed within 48 hours. There shall be no “For Sale” or other
advertising signs on or about any parked vehicle. All vehicles shall be parked in the
designated parking areas in conformity with all signs and other markings. All parking will be
open parking, and no reserved parking, numbering or lettering of individual spaces will be
permitted except as specified by Landlord.
	 
	8.	 	Tenant shall maintain the Premises free from rodents, insects and other pests.
	 
	9.	 	Landlord reserves the right to exclude or expel from the Project any person who, in the
judgment of Landlord, is intoxicated or under the influence of liquor or drugs or who shall in
any manner do any act in violation of the Rules and Regulations of the Project.
	 
	10.	 	Tenant shall not cause any unnecessary labor by reason of Tenant’s carelessness or
indifference in the preservation of good order and cleanliness. Landlord shall not be
responsible to Tenant for any loss of property on the Premises, however occurring, or for any
damage done to the effects of Tenant by the janitors or any other employee or person.
	 
	11.	 	Tenant shall give Landlord prompt notice of any defects in the water, lawn sprinkler, sewage,
gas pipes, electrical lights and fixtures, heating apparatus, or any other service equipment
affecting the Premises.
	 
	12.	 	Tenant shall not permit storage outside the Premises, including without limitation, outside
storage of trucks and other vehicles, or dumping of waste or refuse or permit any harmful
materials to be placed in any drainage system or sanitary system in or about the Premises
without Landlord’s prior consent, not to be unreasonably withheld, conditioned or delayed.
	 
	13.	 	All moveable trash receptacles provided by the trash disposal firm for the Premises must be
kept in the trash enclosure areas, if any, provided for that purpose.
	 
	14.	 	No auction, public or private, will be permitted on the Premises or the Project.
	 
	15.	 	No awnings shall be placed over the windows in the Premises except with the prior written
consent of Landlord.
	 
	16.	 	The Premises shall not be used for lodging, sleeping or cooking or for any immoral or illegal
purposes or for any purpose other than that specified in the Lease. No gaming devices shall
be operated in the Premises.
	 
	17.	 	Tenant shall ascertain from Landlord the maximum amount of electrical current which can
safely be used in the Premises, taking into account the capacity of the electrical wiring in
the Project and the Premises and the needs of other tenants, and shall not use more than such
safe capacity. Landlord’s consent to the installation of electric equipment shall not relieve
Tenant from the obligation not to use more electricity than such safe capacity.
	 
	18.	 	Tenant assumes full responsibility for protecting the Premises from theft, robbery and
pilferage.
	 
	19.	 	Tenant shall not install or operate on the Premises any machinery or mechanical devices of a
nature not directly related to Tenant’s ordinary use of the Premises and shall keep all such
machinery free of vibration, noise and air waves which may be transmitted beyond the Premises.





Building No. 2: 47451 Fremont Boulevard, Fremont, CA





14.









 





ADDENDUM 1




BASE RENT ADJUSTMENTS




ATTACHED TO AND A PART OF THE LEASE AGREEMENT

DATED MAY 9, 2007, BETWEEN




ProLogis, a Maryland real estate investment trust

and

Volterra Semiconductor Corporation, a Delaware corporation




Base Rent shall equal the following amounts for the respective periods set forth below:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Months	 	Monthly Base Rent	 	Expansion Option Fee	 	Total Base Rent
	01
	 	to	 	 	02	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	*
	03
	 	to	 	 	12	 	 	$	10,573.86	 	 	$	0.00	 	 	$	10,573.86	 
	13
	 	to	 	 	14	 	 	$	10,573.86	 	 	$	1,768.00	**	 	$	12,341.86	 
	15
	 	to	 	 	24	 	 	$	10,859.64	 	 	$	1,768.00	**	 	$	12,627.64	 
	25
	 	to	 	 	26	 	 	$	10,859.64	 	 	$	3,537.00	**	 	$	14,396.64	 
	27
	 	to	 	 	36	 	 	$	11,288.31	 	 	$	3,537.00	**	 	$	14,825.31	 
	37
	 	to	 	 	38	 	 	$	11,288.31	 	 	$	0.00	 	 	$	11,288.31	 
	39
	 	to	 	 	50	 	 	$	11,574.09	 	 	$	0.00	 	 	$	11,574.09	 
	51
	 	to	 	 	62	 	 	$	11,859.87	 	 	$	0.00	 	 	$	11,859.87	 








 




			
	*	 	Tenant shall be responsible for Operating Expenses during free rent period.
	 
	**	 	Expansion Option fee is payable during months 13 — 36 and is added into the total Base Rent, as
shown above.





Building No. 2: 47451 Fremont Boulevard, Fremont, CA




15.









 








ADDENDUM 2




CONSTRUCTION




ATTACHED TO AND A PART OF THE LEASE AGREEMENT

DATED MAY 9, 2007, BETWEEN




ProLogis, a Maryland real estate investment trust

and

Volterra Semiconductor Corporation, a Delaware corporation




     (a) Definition of Initial Improvements. Landlord agrees to furnish or perform those
items of construction and those improvements (the “Initial Improvements”) specified below, and
shall use its best efforts to Substantially Complete (defined below) the Initial Improvements by
August 13, 2007 (the “Target Date”):




(1) Landlord shall remove all existing data cabling in and to the Premises at Landlord sole
cost and expense.




(2) Landlord shall construct a demising wall as provided in the plans attached hereto as
Exhibit B. Landlord shall pay fifty percent (50%) of the demising wall costs, at its sole
expense (and not as part of the TI Allowance or Tenant’s Proportionate Share of Operating
Expenses), and Tenant shall pay for fifty percent (50%) of the costs thereof which shall be
debited from the TI Allowance.




(3) Landlord shall construct a restroom core in accordance with plans attached hereto as
Exhibit B which shall be at Tenant’s sole costs and expense, the costs thereof which shall
be debited from the TI Allowance.



     Exhibit B shall be replaced by the final approved working drawings, as approved by the Tenant
and Construction Manager, upon completion of such working drawings.



     (b) The term “Substantially Complete” shall mean that the Initial Improvements have
been completed in good and workmanlike manner (except for punch list items which do not prevent in
any material way the use of the Premises for the purposes for which they were intended), in
compliance with all Legal Requirements and in compliance with the plans approved by Tenant. The
term “Date of Substantial Completion” shall mean the date upon which the Initial
Improvements are Substantially Complete as determined by the Construction Manager, as defined
below, which may be adjusted as a result of Tenant Caused Delays as provided below. Landlord shall
proceed with and use commercially reasonable efforts to Substantially Complete the Initial
Improvements on or prior to August 13, 2007 (the “Target Date”) which date may be extended as a
result of Tenant Caused Delays (as defined below) and events of Force Majeure. If Substantial
Completion of the Initial Improvements does not occur on, or prior to, the date which is 120 days
following the Target Date, as may be extended as provided above, (the “Penalty Date”) Tenant shall
have the right to terminate this Lease by providing Landlord with 30 days prior written notice;
provided if Landlord Substantially Completes the Initial Improvements within such 30 day period
such notice to terminate shall be null and void and the Lease Term shall continue as provided in
the Lease. In the event Tenant, its employees, agents, or contractors cause construction of such
improvements to be delayed, including by not limited to Tenant change orders, Tenant’s interference
with the construction of the Initial Improvements, delays resulting from Tenant’s using Landlord’s
contractors and/or subcontractors to complete Tenant’s installations, or Tenant’s failure to
promptly respond to Landlord’s request for approval or to specify details or layouts or other
matters (“Tenant Caused Delays”) the date of Substantial Completion shall be deemed to be the date
that, in the opinion of the construction manager, which shall be a representative of Permian
Builders, (“Construction Manager”) Substantial Completion would have occurred if such Tenant Caused
Delays had not taken place. After the Substantial Completion of the Initial Improvements Tenant
shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the
Premises. In the event of any dispute as to the Initial Improvements the certificate of the
Construction Manager shall be conclusive absent manifest error.



     (c) Approval of Budget; Changes to the Initial Improvements. Prior to commencing
construction of the Initial Improvements, Landlord shall submit to Tenant an estimate of the costs
associated with Initial Improvement items #2 and #3 above (the “Budget”). Tenant shall
approve or reject the Budget within three (3) business days following Tenant’s receipt of the
Budget. In the event Tenant fails to approve or reject the Budget within such three (3) business
day period, Tenant shall be deemed to have approved the Budget. In the event Tenant rejects the
Budget within the three (3) business day period, Landlord shall work with the contractor to reprice
the Budget (the “Updated Budget”) and Landlord shall provide the Updated Budget to Tenant.
Tenant shall approve or reject the Updated Budget within two (2) business days following Tenant’s
receipt of the Updated Budget. In the event Tenant fails to approve or reject the Updated Budget
within the two (2) business day period, Tenant shall be deemed to have approved the Updated Budget.
In the event Tenant rejects the Updated Budget within the two (2) business day period, Landlord
shall continue to work with the contractor to reprice the Initial Improvements. The failure of
Tenant to approve or reject the Budget or Updated Budget in a timely manner as provided in this
Paragraph (c), or any delay resulting from Tenant rejecting the Updated Budget shall be deemed a
Tenant Caused Delay.



     (d) Landlord’s Obligation to Construct Initial Improvements. Upon approval by Tenant
of the plans for the Initial Alterations and the Budget, Landlord shall proceed with and complete
the construction of the Initial Improvements. As soon as the Initial Improvements are
Substantially Complete, Landlord shall notify Tenant



Building No. 2: 47451 Fremont Boulevard, Fremont, CA




16.









 







in writing of the date that the Initial Improvements were Substantially Complete. Such date,
unless an earlier date is specified as the Commencement Date in this Lease or otherwise agreed to
in writing between Landlord and Tenant, shall be the “Commencement Date,” unless the
completion the Initial Improvements was delayed due to any act or omission of, or delay caused by,
Tenant including, without limitation, Tenant’s failure to approve plans, complete submittals or
obtain permits within the time periods agreed to by the parties or as reasonably required by
Landlord, in which case the Commencement Date shall be the date the Initial Improvements would have
been completed but for the delays caused by Tenant. The failure of Tenant to take possession of or
to occupy the Premises shall not serve to relieve Tenant of obligations arising on the Commencement
Date or delay the payment of rent by Tenant. In the event Tenant, its employees, agents, or
contractors cause construction of such improvements to be delayed, the date of Substantial
Completion shall be deemed to be the date that Substantial Completion would have occurred if such
delays caused by Tenant had not taken place. Without limiting the foregoing, Tenant shall be
solely responsible for delays caused by Tenant’s request for any changes in the plans, Tenant’s
request for long lead items or Tenant’s interference with the construction of the Initial
Improvements, and such delays shall not cause a deferral of the Commencement Date beyond what it
otherwise would have been. After the Commencement Date Tenant shall, within 5 days after
Landlord’s written demand, execute and deliver to Landlord a letter of acceptance of delivery of
the Premises. Landlord agrees to complete any punch-list items to be corrected promptly upon
Landlord’s receipt of the list of such punch-list items, and in any event no later than sixty days
following Landlord’s receipt of the list of such punch-list items.




     (e) TI Allowance. Notwithstanding anything contained in this Lease to the contrary,
Landlord shall contribute up to a maximum amount of $314,358.00 (the “TI Allowance”), toward the
Initial Improvements and any tenant improvements to be made to any other space leased by Tenant in
the Project (“Other Improvements”), provided, however, the TI Allowance must be applied towards the
Initial Improvements prior to being used for any Other Improvements, and furthermore that the
parties agree that space planning costs incurred by Landlord prior to March 1, 2007 shall not be
charged against the TI Allowance and shall be borne solely by the Landlord. To the extent that the
Budget, or Updated Budget, approved by Tenant exceeds the TI Allowance, Tenant shall pay to
Landlord the amount of such overage in accordance with the following schedule: 50% of such overage
no later than 30 days following Landlord’s commencement of construction of the Initial
Improvements, 40% of such overage upon Substantial Completion of the Initial Improvements, and any
remaining overage upon reconciliation of all costs associated with the Initial Improvements.
Landlord shall be under no obligation to pay for any Initial Alterations in excess of the TI
Allowance. Further, such TI Allowance shall only be available for Tenant’s use through the last
day of the 36th month following the Commencement Date, and Tenant hereby waives any and
all rights to any unused portion of the TI Allowance remaining as of the last day of the
36th month following the Commencement Date. Notwithstanding anything contained herein
to the contrary, in the event Tenant terminates this Lease in accordance with the provisions
provided in paragraph (b) above, Tenant shall pay to Landlord, upon Landlord’s request, any costs
incurred by Landlord for the completion of the Initial Improvements which (i) exceeds the TI
Allowance, and (ii) has not been paid to Landlord in accordance with the schedule provided above.



     (f) Tenant’s Early Access. Subject to the provisions of Addendum 6, “Early Occupancy for
Fixturization by Tenant”, Tenant shall be allowed to install its Tenant-Made Alterations,
machinery, equipment, fixtures, or other property on the Premises during the final stages of
completion of construction by Landlord of the Initial Improvements.



     (g) All new construction warranties that Landlord receives from the Construction Manager shall
be enforced by Landlord to the benefit the Lessee. Such warranties shall commence on the date of
Substantial Completion and shall be for a period no less than one year.



Building No. 2: 47451 Fremont Boulevard, Fremont, CA




17.









 








ADDENDUM 3




HVAC MAINTENANCE CONTRACT




ATTACHED TO AND A PART OF THE LEASE AGREEMENT

DATED MAY 9, 2007, BETWEEN




ProLogis, a Maryland real estate investment trust

and

Volterra Semiconductor Corporation, a Delaware corporation



Paragraph 11, captioned “TENANT REPAIRS,” is revised to include the following:




     Tenant agrees to enter into and maintain through the term of the Lease, a regularly scheduled
preventative maintenance/service contract for servicing all hot water, heating and air conditioning
systems and equipment within the Premises. Landlord requires a qualified HVAC contractor perform
this work. A certificate must be provided to the Landlord upon occupancy of the leased Premises.



     The service contract must become effective within thirty (30) days of occupancy, and service
visits should be performed on a quarterly basis. Landlord suggests that Tenant send the following
list to a qualified HVAC contractor to be assured that these items are included in the maintenance
contract:




	 	1.	 	Adjust belt tension;
	 
	 	2.	 	Lubricate all moving parts, as necessary;
	 
	 	3.	 	Inspect and adjust all temperature and safety controls;
	 
	 	4.	 	Check refrigeration system for leaks and operation;
	 
	 	5.	 	Check refrigeration system for moisture;
	 
	 	6.	 	Inspect compressor oil level and crank case heaters;
	 
	 	7.	 	Check head pressure, suction pressure and oil pressure;
	 
	 	8.	 	Inspect air filters and replace when necessary;
	 
	 	9.	 	Check space conditions;
	 
	 	10.	 	Check condensate drains and drain pans and clean, if necessary;
	 
	 	11.	 	Inspect and adjust all valves;
	 
	 	12.	 	Check and adjust dampers;
	 
	 	13.	 	Run machine through complete cycle.





Building No. 2: 47451 Fremont Boulevard, Fremont, CA



18.









 







ADDENDUM 4




MOVE-OUT CONDITIONS




ATTACHED TO AND A PART OF THE LEASE AGREEMENT

DATED MAY 9, 2007, BETWEEN




ProLogis, a Maryland real estate investment trust

and

Volterra Semiconductor Corporation, a Delaware corporation




     Per Paragraph 21 of the Lease, Tenant is obligated to check and address prior to move-out of
the Premises the following items. Landlord expects to receive the Premises in a well maintained
condition, with normal wear and tear and casualty excepted; provided that nothing in this Addendum
shall be deemed to modify the provisions of the Lease. The following list is designed to assist
Tenant in the move-out procedures but is not intended to be all inclusive.




	1.	 	All lighting is to be placed into good working order. This includes replacement of bulbs,
ballasts, and lenses as needed.
	 
	2.	 	All truck doors and dock levelers should be serviced and placed in good operating order.
This would include the necessary replacement of any dented truck door panels and adjustment of
door tension to insure proper operation. All door panels which are replaced need to be
painted to match the Tenant Improvement Standards described in Exhibit D.
	 
	3.	 	Intentionally Omitted.
	 
	4.	 	Heating/air-conditioning systems should be placed in good working order, including the
necessary replacement of any parts to return the unit to a well maintained condition,
reasonable wear and tear and casualty excepted. This includes warehouse heaters and exhaust
fans. Upon move-out, Landlord will have an exit inspection performed by a certified mechanical
contractor to determine the condition.
	 
	5.	 	All holes in the sheet rock walls should be repaired prior to move-out.
	 
	6.	 	The carpets and vinyl tiles should be in a clean condition and should not have any holes or
chips in them. Landlord will accept normal wear on these items provided they appear to be in
a maintained condition.
	 
	7.	 	The Premises should be returned in a clean condition which would include cleaning of the
coffee bar, restroom areas, windows, and other portions of the Premises.
	 
	8.	 	The warehouse should be in broom clean condition with all inventory and racking removed.
There should be no protrusion of anchors from the warehouse floor and all holes should be
appropriately patched. If machinery/equipment is removed, the electrical lines should be
properly terminated at the nearest junction box.
	 
	9.	 	All exterior windows with cracks or breakage should be replaced.
	 
	10.	 	The Tenant shall provide keys for all locks on the Premises, including front doors, rear
doors, and interior doors.
	 
	11.	 	Intentionally Omitted.
	 
	12.	 	All electrical systems should be left in a safe condition that conforms to code. Bare wires
and dangerous installations should be corrected prior to move-out.
	 
	13.	 	All plumbing fixtures should be in good working order, including the water heater. Faucets
and toilets should not leak.
	 
	14.	 	All dock bumpers must be left in place and well secured.





Building No. 2: 47451 Fremont Boulevard, Fremont, CA




19.









 








ADDENDUM 5




ONE RENEWAL OPTION AT MARKET




ATTACHED TO AND A PART OF THE LEASE AGREEMENT

DATED MAY 9, 2007, BETWEEN




ProLogis, a Maryland real estate investment trust

and

Volterra Semiconductor Corporation, a Delaware corporation




     (a) Extension Option. Provided that as of the time of the giving of the Extension
Notice and the Commencement Date of the Extension Term, (x) the Tenant hereunder is either the
Tenant originally named herein or a transferee of a Permitted Transfer, (y) Tenant actually
occupies all of the Premises initially demised under this Lease, and (z) no Event of Default has
occurred and is continuing, then Tenant shall have the right (the “Extension Option”) to
extend the Lease Term for an additional term of five (5) years (such additional term is hereinafter
called the “Extension Term”) commencing on the day following the expiration of the Lease
Term (hereinafter referred to as the “Commencement Date of the Extension Term”). Tenant
shall give Landlord notice (hereinafter called the “Extension Notice”) of its election to
extend the term of the Lease Term at least nine (9) months, but not more than twelve (12) months,
prior to the scheduled expiration date of the Lease Term.



     (b) Base Rent During Extension Term. The Base Rent payable by Tenant to Landlord
during the Extension Term shall be the greater of:




               (i) the Base Rent in effect on the expiration of the Lease Term;, and




               (ii) ninety-five (95%) percent of the Fair Market Rent, as defined and determined
pursuant to Paragraphs (c), (d), and (e) below.




In addition to its obligation to pay Base Rent during the Extension Term Tenant shall
continue to pay and reimburse Landlord as set forth in the Lease with respect to such
operating expenses and other items with respect to the Premises. The arbitration process
described below shall be limited to the determination of the Base Rent and shall not affect
or otherwise reduce or modify the Tenant’s obligation to pay or reimburse Landlord for such
operating expenses and other reimbursable items. The arbitration process described below
shall be limited to the determination of the Base Rent and shall not affect or otherwise
reduce or modify the Tenant’s obligation to pay or reimburse Landlord for such operating
expenses and other reimbursable items.



     (c) Fair Market Rent Definition. The term “Fair Market Rent” shall mean the
effective base rental rates (including periodic adjustments to such base rental rates) then being
received for the renewal period of premises of similar size and quality to the Premises, located in
similar projects in the Fremont area which are similar in size and quality to the Property, for
extension terms of approximately five years, and otherwise subject to leases containing
substantially similar terms as those contained in this Lease.



     (d) Landlord shall notify Tenant of its determination of the Fair Market Rent (which shall be
made in Landlord’s sole discretion and shall in any event be not less than the Base Rent in effect
as of the expiration of the Lease Term) for the Extension Term, and Tenant shall advise Landlord of
any objection within 10 days of receipt of Landlord’s notice. Failure to respond within the 10-day
period shall constitute Tenant’s acceptance of such Fair Market Rent. If Tenant objects, Landlord
and Tenant shall commence negotiations to attempt to agree upon the Fair Market Rent within 30 days
of Landlord’s receipt of Tenant’s notice. If the parties cannot agree, each acting in good faith
but without any obligation to agree, then the Lease Term shall not be extended and shall terminate
on its scheduled termination date and Tenant shall have no further right hereunder or any remedy by
reason of the parties’ failure to agree unless Tenant or Landlord invokes the arbitration procedure
provided below to determine the Fair Market Rent (“Arbitration Notice”).



     (e) Arbitration to determine the Fair Market Rent shall be in accordance with the Real Estate
Valuation Arbitration Rules of the American Arbitration Association. Unless otherwise required by
state law, arbitration shall be conducted in the metropolitan area where the Project is located by
a single arbitrator unaffiliated with either party. Either party may elect to arbitrate by sending
written notice to the other party and the Regional Office of the American Arbitration Association
within 5 days after the 30-day negotiating period provided in Paragraph (d), invoking the binding
arbitration provisions of this paragraph. Landlord and Tenant shall each submit to the arbitrator
their respective proposal of Fair Market Rent. The arbitrator must choose between the Landlord’s
proposal and the Tenant’s proposal and may not compromise between the two or select some other
amount. Notwithstanding any other provision herein, the Fair Market Rent determined by the
arbitrator shall not be less than, and the arbitrator shall have no authority to determine a Fair
Market Rent less than, the Base Rent in effect as of the scheduled expiration of the Lease Term.
The cost of the arbitration shall be paid by Landlord if the decision by the arbitrator is that the
Fair Market Rent is less than 95 percent of the Fair Market Rent (on an annual basis) proposed by
Landlord and by Tenant if the Fair Market Rent is 105 percent or more of the Fair Market Rent (on
an annual basis) proposed by Tenant; and shall be borne equally otherwise. If the arbitrator has
not determined the Fair Market Rent as of the end of the Lease Term, Tenant shall pay 105 percent
of the Base Rent in effect under the Lease as of the end of the Lease Term until the Fair Market
Rent is determined as provided herein. Upon such determination, Landlord and Tenant shall make the
appropriate adjustments to the payments between them.



Building No. 2: 47451 Fremont Boulevard, Fremont, CA




20.









 








     (f) Consent to Jurisdiction. The parties consent to the jurisdiction of any
appropriate court to enforce the arbitration provisions of this Addendum and to enter judgment upon
the decision of the arbitrator.



     (g) Same Terms and Conditions. Except for the Base Rent as determined above, Tenant’s
occupancy of the Premises during the Extension Term shall be on the same terms and conditions as
are in effect immediately prior to the expiration of the initial Lease Term; provided, however,
Tenant shall have no further right to extend the Lease Term pursuant to this addendum or to any
allowances, credits or abatements or options to expand, contract, renew or extend the Lease.



     (h) Time of the Essence. If Tenant does not give the Extension Notice within the
period set forth in Paragraph (a), Tenant’s right to extend the Lease Term shall automatically
terminate. Time is of the essence as to the giving of the Extension Notice and the notice of
Tenant’s objection under Paragraph (d).



     (i) As-Is. Landlord shall have no obligation to refurbish or otherwise improve the
Premises for the Extension Term. The Premises shall be tendered on the Commencement Date of the
Extension Term in “as-is” condition.



     (j) Amendment. If the Lease is extended for the Extension Term, then Landlord shall
prepare and Tenant shall execute an amendment to the Lease confirming the extension of the Lease
Term and the other provisions applicable thereto.



     (k) “Term”. If Tenant exercises its right to extend the term of the Lease for the
Extension Term pursuant to this Addendum, the term “Lease Term” as used in the Lease, shall be
construed to include, when practicable, the Extension Term except as provided in (g) above.



     (l) Notwithstanding anything contained herein to the contrary, in the event Tenant exercises
its right to renew for the Extension Term as provided herein, yet fails to exercise its option to
renew the premises as provided in Addendum 5 of the lease between Landlord and Tenant for the
premises located at 47467 Fremont Boulevard, Fremont, California, Tenant shall deliver payment to
Landlord in an amount equal to $25,000.00 at the time Tenant delivers the Extension Notice to
Landlord.



     (m) Notwithstanding anything contained herein to the contrary, in the event Tenant has
exercised its right to include the Option Space in the Premises in accordance with the terms and
conditions provided in Addendum 7 prior to exercising its renewal option as provided herein, Tenant
shall have the right to renew either (i) only the Premises originally demised under the Lease, or
(ii) both the Premises originally demised under the Lease, plus the Option Space provided Tenant
specifically identifies in the Extension Notice which space, (i) or (ii), Tenant intends to renew.



Building No. 2: 47451 Fremont Boulevard, Fremont, CA




21.









 








ADDENDUM 6




EARLY OCCUPANCY FOR FIXTURIZATION BY TENANT




ATTACHED TO AND A PART OF THE LEASE AGREEMENT

DATED MAY 9, 2007, BETWEEN




ProLogis, a Maryland real estate investment trust

and

Volterra Semiconductor Corporation, a Delaware corporation




     Landlord shall allow Tenant to access the Premises three weeks prior to Substantial Completion
of the Initial Improvements, the payment of the first month of due Base Rent and Operating
Expenses, provided that:




	 	•	 	Landlord is in receipt certificates documenting the required insurance coverage
required under this Lease for purposes of installing communication cabling and
other items pertinent to Tenant’s business including, but not limited to,
telephone systems, furniture partitions, and security systems.
	 
	 	•	 	Tenant does not thereby interfere with the completion of construction or cause
any labor dispute as a result of such installations.
	 
	 	•	 	Tenant does hereby agree to indemnify, defend, and hold Landlord harmless from
any loss or damage to such property, and all liability, loss, or damage arising
from any injury to the Project or the property of Landlord, its contractors,
subcontractors, or materialmen, and any death or personal injury to any person or
persons arising out of such installations, except to the extent any such loss,
damage, liability, death, or personal injury was caused by the negligence or
willful misconduct of Landlord’s or its contractors, subcontractors, or
materialmen.
	 
	 	•	 	Access and related work will be coordinated with contractor so as not to
unreasonably interfere with or impede completion of the Initial Improvements at
the Premises. Tenant shall not be obligated to pay any Base Rent or Operating
Expenses during any period of early occupancy.
	 
	 	•	 	Any such occupancy or work in the Premises shall be in accordance with the
provisions governing Tenant-Made Alterations and Trade Fixtures in the Lease, and
shall be subject to Tenant providing to Landlord satisfactory evidence of
insurance for personal injury and property damage related to such installations
and satisfactory payment arrangements with respect to installations permitted
hereunder.
	 
	 	•	 	Delay in putting Tenant in possession of the Premises shall not serve to extend
the term of this Lease or to make Landlord liable for any damages arising
therefrom.





Building No. 2: 47451 Fremont Boulevard, Fremont, CA




22.









 








ADDENDUM 7




EXPANSION OPTION




ATTACHED TO AND A PART OF THE LEASE AGREEMENT

DATED MAY 9, 2007, BETWEEN




ProLogis, a Maryland real estate investment trust

and

Volterra Semiconductor Corporation, a Delaware corporation




     (a) Option Space and Option Space Commencement Date. The following terms shall have
the following meanings:




(i) The “Option Space” shall mean the area consisting of approximately 16,111 square
feet as further described on Exhibit B attached hereto.




(ii) The “Option Space Commencement Date” shall mean the first day of the of the
thirty-seventh (37th) month following the Commencement Date of this
Lease.



     (b) Expansion Option. Provided that as of the date Tenant exercises its rights
hereunder, (x) the Tenant hereunder is either the Tenant originally named herein or a transferee of
a Permitted Transfer, (y) Tenant actually occupies all of the Premises originally demised under
this Lease, and (z) no Event of Default has occurred and is continuing, Tenant shall have the
option to include the Option Space as part of the Premises commencing on the Option Space
Commencement Date, upon all the terms and conditions of the Lease, except that:




          (i) the Base Rent shall be the Fair Market Rent (hereafter defined) for the Option
Space. The term “Fair Market Rent” shall have the same definition, and in the absence of
the parties agreement, shall be determined in the same manner, as is set forth in Addendum
5, Entitled “One Renewal Option at Market”. In addition to its obligation to pay Base
Rent, Tenant shall reimburse and pay Landlord in the same manner as set forth in the Lease
with respect to such operating expenses and other items with respect to the Option Space.
In the event Landlord and Tenant fail to agree on the determination of Fair Market Rent and
execute an amendment to the Lease documenting the expansion of the Premises within thirty
(30) days following Landlord’s receipt of Tenant’s notice to exercise its option rights as
provided herein, than Tenant shall have the option to either (i) withdraw its notice to
exercise the option and Landlord shall be free to lease the Premises in any way Landlord
shall desire and Tenant shall have no further rights to the Option Space; or (ii) give its
Arbitration Notice, notifying Landlord of its election to have the Fair Market Rent
determined by arbitration in accordance with the provisions of Addendum 5. In the event
Tenant fails to either withdraw its notice to exercise the option as provided in the
preceding sentence, or give its Arbitration Notice, Tenant shall be deemed to have withdrawn
its notice of exercise.




          (ii) Effective as of the Option Space Commencement Date, Tenant’s Proportionate Share
shall be redetermined based upon the total rentable area of the Premises (including the
Option Space) in proportion to the total rentable area in the Project.



     (c) Exercise Notice. If Tenant desires to exercise its Expansion Option, Tenant must
deliver written notice of such exercise to Landlord no earlier than the first day of the
twenty-sixth (26th) month following the Commencement Date and no later than the last day
of the thirtieth (30th) month following the Commencement Date. Time shall be of the
essence with respect to the giving of Tenant’s notice. If Tenant does not exercise its option by
such date, Tenant’s rights under this Addendum shall be null and void.



     (d) Condition. Landlord shall not be required to perform any improvement work, supply
any materials, or incur any expense to prepare such space for Tenant’s occupancy; except that
Landlord shall be required to deliver the Option Space to Tenant vacant of all occupants, clean and
free of debris, with all carpets cleaned, all lighting (including ballasts) in good working order,
with the roof, HVAC, electrical, plumbing, and other mechanical systems be in good working order
and repair.



     (e) Delay Due to Hold-Over Tenant. If Landlord is not able to deliver possession of
the Option Space to Tenant by the Option Space Commencement Date because of a holding-over by a
previous tenant, Landlord shall not be in default hereunder. In such case, Landlord shall use
reasonable efforts to terminate such holding-over, and the Option Space Commencement Date shall be
the date Landlord is able to deliver possession of the Option Space to Tenant. Tenant shall have
the right to terminate its exercise of its Expansion Option if Landlord shall have failed to
deliver the Option Space to Tenant within sixty (60) days following the Option Space Commencement
Date.



     (f) Option Consideration. Tenant shall pay during the initial Lease Term the
following amounts to Landlord as consideration for the Expansion Option, such amounts (“Option
Consideration”) are included in the Base Rent Adjustments as provided in Addendum 1:


Months 01 — 12: $0.00

Months 13 — 24: $1,768.00 per month

Months 25 — 36 $3,537.00 per month




Building No. 2: 47451 Fremont Boulevard, Fremont, CA




23.









 







In the event Landlord leases the Option Space to a third-party, Tenant’s obligation to pay such
consideration for the Expansion Option shall cease upon the date that such third-party executes
such lease for the Option Space for the period of such lease to a third-party.




     (g) Cancellation Of Option. Tenant shall have right, at its sole option, to cancel
the Expansion Option by delivery of written notice thereof to Landlord at any time during the first
thirty-six (36) months of the initial Lease Term. At such time, Tenant’s obligation to pay Option
Consideration for the Expansion Option shall automatically cease, the Base Rent shall be reduced
accordingly and Tenant’s Right of First Refusal, as set forth in Addendum 8, shall immediately
become effective, without any further payment of consideration by Tenant.



Building No. 2: 47451 Fremont Boulevard, Fremont, CA




24.









 








ADDENDUM 8




RIGHT OF FIRST REFUSAL




ATTACHED TO AND A PART OF THE LEASE AGREEMENT

DATED MAY 9, 2007, BETWEEN




ProLogis, a Maryland real estate investment trust

and

Volterra Semiconductor Corporation, a Delaware corporation




     (a) Definition of Offered Space. ”Offered Space” shall mean approximately
16,111 square feet as further described on Exhibit B attached hereto.



     (b) Right of First Refusal. Provided that as of the date of the giving of Landlord’s
Notice, (i) the Tenant hereunder is either the Tenant originally named herein or a transferee of a
Permitted Transfer, (ii) Tenant actually occupies all of the Premises originally demised under this
Lease, (iii) no Event of Default has occurred and is continuing, (iv) the Expansion Option has
either expired or been terminated by Tenant as provided in Addendum 7, and (v) Tenant has not
exercised its Expansion Option as provided in Addendum 7, if at any time following the earlier of
last day of the thirtieth (30) month following the Commencement Date and Tenant’s termination of
its rights under the Expansion Option, upon Landlord’s receipt of a bona fide offer to lease from a
third party, who is not affiliated with Landlord (“Proposed Lease”), Landlord shall first offer to
Tenant the right to lease the Offered Space upon all the terms and conditions of the Proposed Lease
(Tenant’s “Right of First Refusal”).



     (c) Offer Notice. Such offer shall be made by Landlord to Tenant in a written notice
(hereinafter called the “Offer Notice”) which offer shall designate the space being
offered, the term and the economic terms (including any incentives) of such Proposed Lease for the
Offered Space which shall be the same as those set forth in the Proposed Lease. Tenant may accept
the offer set forth in the Offer Notice by delivering to Landlord notice of acceptance (hereinafter
called “Tenant’s Notice”) of such offer within 5 business days after delivery by Landlord
of the Offer Notice to Tenant. Time shall be of the essence with respect to the giving of Tenant’s
Notice. If Tenant does not accept (or fails to timely accept) an offer made by Landlord pursuant
to the provisions of this Addendum with respect to the Offered Space designated in the Offer
Notice, Landlord shall be under no further obligation with respect to such space by reason of this
Addendum. In order to send the Offer Notice, Landlord does not need to have negotiated a complete
lease with the Proposed Tenant but may merely have agreed upon the material economic terms for the
Proposed Lease, and Tenant must make its decision with respect to the Offered Space as long as it
has received a description of such material economic terms.



     (d) Entire Space. Tenant must accept all Offered Space offered by Landlord at any one
time if it desires to accept any of such Offered Space and may not exercise its right with respect
to only part of such space.



     (e) Waiver. If Tenant at any time declines any Offered Space offered by Landlord, Tenant
shall be deemed to have irrevocably waived all further rights under this Addendum, and Landlord
shall be free to lease the Offered Space to the Proposed Tenant including on terms which may be
less favorable to Landlord than those set forth in the Proposed Lease; provided if Landlord agrees
to a base rent in an amount equal to or greater than 5% less than the base rent specified in the
Offer Notice, Landlord shall re-offer the Offered Space at such reduced base rent under the same
terms and conditions as provided in this Addendum 8.



     (f) Upon the execution of such lease to a third party, Tenant’s Right of First Refusal shall
automatically and without further notice terminate. If, however, Landlord does not execute a lease
with the third party within one hundred and twenty (120) days following the date that Landlord
first delivers the Offer Notice, this Right of First Refusal shall not terminate, but shall be
revived and continue for the then remaining balance of the Lease Term.



     (g) If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner
whatsoever before Tenant exercises its Right of First Refusal, the Right of First Refusal to lease
the Offered Space herein granted shall simultaneously terminate and become null and void.



Building No. 2: 47451 Fremont Boulevard, Fremont, CA





25.










 





EXHIBIT A




SITE PLAN




BAYSIDE CORPORATE CENTER









Building No. 2: 47451 Fremont Boulevard, Fremont, CA





26.









 








EXHIBIT B




FLOOR PLAN




Building No. 2: 47451 Fremont Boulevard, Fremont, CA




27.









 








EXHIBIT C




SIGN CRITERIA




BAYSIDE CORPORATE CENTER




WINDOW IDENTIFICATION SIGNS:



Each Tenant will be allowed one window sign placed either to the left or the right of the entrance
door, whichever provides the best visibility.



Company names, logos or symbols will be allowed in this area-color and size to be determined by the
Tenant. All other copy in this area except for logos or symbols will be mat white vinyl
pressure sensitive letters.



Copy must start at 5’ from grade, working down to no more than 3 1/2’ from grade. Sign layout
including copy, sizes and color must be approved by the building management. Management reserves
the right to deny any copy or color it considers unsuitable.



One security decal only may be applied to the front door glass in the lower corner if the Tenant so
desires. All exterior alarm bells are to be mounted to the rear of the building only.




DIRECTORY SIGN IDENTIFICATION:



A monument directory sign has been provided for each building. If only one Tenant occupies an
entire building, that Tenant shall be allowed to utilize the entire directory sign area for their
pressure sensitive, Pearl Gray vinyl letters with a letter height suitable for the area allowed,
and logo if so desired, also in Pearl Gray.



If two or more Tenants occupy a building, signs shall be shared equally by the number of tenants
within the building, utilizing pressure sensitive, matte, Pearl Gray vinyl letters with a letter
height suitable for the area allowed. A logo will be allowed if so desired, to the left of the
company name also in Pearl Gray. A thin line will divide the areas between tenants.




REAR LOADING SIGNS:



Each Tenant will be allowed to identify its rear door for shipping and receiving purposes. The
company name shall be placed on a 36” x 24” aluminum panel adjacent to the rear doors.



Copy shall consist of medium gray vinyl capital letters only in Futura Bold style. Company names
and logos only are allowed.



Landlord reserves the right to deny any copy it considers unsuitable. Layout is to be approved by
Landlord. The cost of all lettering and logos will be the responsibility of the Tenant. No other
signs are allowed in the windows or doors.




Building No. 2: 47451 Fremont Boulevard, Fremont, CA




28.









 






EXHIBIT D




TENANT IMPROVEMENT STANDARDS





	 	(a)	 	Office Area






	1.	 	ROOF INSULATION: The insulation above conditioned office area ceilings shall be minimum R-11
fiberglass batts.
	 
	2.	 	DOORS AND FRAMES: 3’-0” x 7-0’ x 1-3/4”, solid core, birch, B-3 stain prefinished with Black
anodized aluminum frames to match existing.
	 
	3.	 	INTERIOR DOOR HARDWARE: Schlage AL series Saturn in a brushed chrome 626 finish.

	 
	4.	 	INTERIOR WINDOWS: None
	 
	5.	 	MIRRORS: toilet rooms shall have mirrors the length of the lavatory top or 24 x 36 if the
lavatory is wall hung.
	 
	6.	 	DRYWALL PARTITIONS: office walls shall be undergrid 3-5/8” x 25 Ga. metal studs at 24” o.c.
with 5/8” gypsum board.
	 
	7.	 	DRYWALL FINISH: All drywall and exposed concrete walls within the office and toilet rooms
shall receive a skip trowel textured or smooth finish.
	 
	8.	 	WAINSCOT: Toilet room wet walls shall have 4’-6” high white Pionite wainscot.
	 
	9.	 	ACOUSTIC CEILING TILE: Office areas shall have an exposed grid acoustic ceiling with 24” x
48” non-directional fissured tile, installed at 9’-0”
	 
	10.	 	OFFICE CARPET: Designweave or Shaw direct glue-down, 26 oz. face weight level loop or 30 oz
cut-pile carpet without pad.
	 
	11.	 	LUNCH ROOM: shall have vinyl composition tile (VCT) flooring 1/8” gauge, standard grade, as
manufactured by Tarkett or Armstrong.
	 
	12.	 	RUBBER BASE: The office areas shall have a 4” high topset rubber base as manufactured by
Burke, Roppe, or Tarkett, installed in all areas receiving floor covering except the toilet
rooms.
	 
	13.	 	TOILET ROOM: The flooring shall be sheet vinyl by Armstrong “Suffield”, “Best of Both
Worlds” or “Seagate” with a 6” coved base.
	 
	14.	 	PAINT: One (1) coat of paint in a standard light color interior flat latex, except in the
toilet rooms and at the coffee bar which shall receive one (1) coat of latex semi-gloss enamel
over one (1) coat of PVA sealer. If the walls are smooth finished, they shall receive two (2)
coats of paint.
	 
	15.	 	TOILET ACCESSORIES: Napkin Disposals: Bobrick B-270 sanitary napkin disposals in each
women’s toilet stall.
	 
	 	 	Paper Towel Dispenser: Bobrick B-369 (for single accommodation toilet rooms) or a Bobrick
B-3944 (for multiple accommodation toilet rooms) recessed paper towel dispenser with a waste
receptacle.
	 
	 	 	Seat Cover Dispenser: Bobrick B-221 seat cover dispenser in each toilet stall.
	 
	 	 	Toilet Paper Holder: Bobrick B-686 double toilet paper holder.
	 
	 	 	Grab Bars: Bobrick No. B6806-36 and B6806-42 stainless steel handicap grab bars per code.
	 
	16.	 	TOILET PARTITIONS: Metal, floor mounted, overhead braced toilet partitions with a backed
enamel finish by Global Steel, Knickerbocker or equal in manufactures standard color.
	 
	17.	 	BLINDS: All exterior windows, except storefront doors, shall receive mini-blinds by Bali,
“inside mount”, in a light building standard color with a valance.
	 
	18.	 	PLUMBING FIXTURES AND TRIM: Lavatory for vanity: American Standard or equal, “Oval
Horizon”, model 3303.013, white, self-rimming with a Delta Model 523 WF HDF single lever type
faucet assembly with a grid strainer and bright chrome finish. Wall-hung lavatory: American
Standard or equal, “Lucerne”, model 0355.012, white, wall mounted lavatory with a Delta Model
523 WF HDF single lever type faucet assembly with a grid strainer and bright chrome finish.
Water closet: American Standard or equal, “Cadet Aquameter”, elongated, 1.5 GPF, model
3042.12, white, with an Olsonite #95 seat and a Sloan #111 flush valve. Urinal: American
Standard or equal, “Allbrook”, model 6540.017, white, with a Sloan 180-1.5 flush valve.
Coffee bar sink: Elkay or equal, “Peacemaker Starlite”, model PSR-1918, stainless steel, with
a Delta #100 faucet.
	 
	 	 	Water heater: Sized to meet demand installed in a smitty pan draining into a hub drain with
a trap primer.
	 
	19.	 	Fire sprinkler heads shall be chrome with white escutcheons, semirecessed, not
centered, on the
ceiling tiles.
	 
	20.	 	The HVAC system shall maintain 75 degrees indoors, on a 100 degree outdoor day
	 
	21.	 	The HVAC system shall be connected to a 7-day skip-a-day time clock and include a bypass
timer at each thermostat.
	 
	22.	 	All thermostats shall have an automatic change-over feature and a locking cover.

	 
	23.	 	
 Toilet rooms shall have an exhaust fan.
	 
	24.	 	All conditioned areas shall have a supply register and a ducted return register. Supply and
return air registers shall be white baked enamel 2’x2’ with a perforated face, flush mounted.
Supply air registers shall have a 4-way blow.
	 
	25.	 	Office lighting: shall be 2’x4’ three lamp lay-in fluorescent light fixtures with standard
acrylic lens and T-12 low watt type lamps, 75 foot candles at 3’ A.F.F. or as permitted by
code but no less than two (2) fixtures per office.
	 
	26.	 	Furnish and install two (2) 110V duplex receptacles in each office.
	 
	27.	 	Furnish and install a dedicated 110 volt fourplex outlet at the telephone board and two
dedicated 110V outlets at the coffee bar.
	 
	28.	 	Furnish and install a 2” diameter P.V.C. or steel (where required by code)conduit for phone
system from the building telephone service entrance to a telephone board within the tenant
space.





Building No. 2: 47451 Fremont Boulevard, Fremont, CA





29.









 









	 	(b)	 	Warehouse Area






	1.	 	FULL HEIGHT DRYWALL PARTITIONS @ tenant demising walls: Metal studs with one layer of 5/8”
type “X” gypsum board on each side from the floor to the roof deck.
	 
	2.	 	OFFICE/WAREHOUSE WALL: Metal studs with two layers of 5/8” type “X” gypsum board on each
side to 6” A.F.F.
	 
	3.	 	WAREHOUSE WALL FINISH: All drywall shall be fire taped only. Spot nails in firetaped areas.
	 
	4.	 	CONCRETE FLOOR SEALER: Exposed concrete floors shall receive one coat of acrylic concrete
sealer.
	 
	5.	 	WAREHOUSE LIGHTING: Provide 16’ high output fluorescent strip light fixtures or metal halide
fixtures to achieve 15 foot candles of light measured at 30” above the floor in the warehouse
space.






	 	(c)	 	Exclusions.






	 	 	The initial tenant improvement standards do not include the following items:
	 
	1.	 	Electrical data gathering lines or security equipment.
	 
	2.	 	Telephonic or other communications equipment and cabling.
	 
	3.	 	Electrical connections and distribution for production equipment.
	 
	4.	 	Tenant, at Tenant’s sole expenses, shall be responsible for all fire code compliance issues
as related to their specific use and/or racking of the Premises, including but not limited to;
fire sprinkler systems, fire hose racks, in-rack sprinklers, smoke curtains and type (or
quantity) of smoke vents.





Building No. 2: 47451 Fremont Boulevard, Fremont, CA





30.









 








EXHIBIT E




PROJECT SITE PLAN




BAYSIDE CORPORATE CENTER









Building No. 2: 47451 Fremont Boulevard, Fremont, CA





31.