3. Upon the later of (i) the expiration or termination of the Initial Term of the Lease, asextended hereby, or (ii) the expiration of the last Renewal Term exercised by Lessee, Lessee shallbe required, at its sole cost and expense and in addition to any other maintenance and repairobligations described in the Lease, to have conducted and completed the repair and restoration workdescribed on Exhibit A attached hereto (“**Restoration Work**”) and made a part hereof. Lesseehereby certifies to Lessor that, to the best of its knowledge, the List of Alterations dated10/13/2008 attached hereto as Exhibit B is a complete list of all Alterations made byLessee during the term of the Lease and that completion by Lessee of the work described inExhibit A hereof will result in the removal of all of such Alterations, subject to theexclusions described in Exhibit A and Exhibit B hereof. Conditioned on Lesseecompleting the Restoration Work, (i) the last sentence of Section 10.7 of the Lease shall be of noforce or effect with respect to Alterations made prior to the date of this Agreement, (ii) Lessoragrees to waive any claim that it may have had against Lessee as of the date of this Agreement forany breach of Section 10.1, 10.2 or 10.3 of the Lease, and (iii) Lessee shall be deemed to havesatisfied its obligations under Section 9.6 of the Lease.4. Except as specifically modified hereby, all of the terms and conditions of the Lease remainin full force and effect.5. All capitalized terms used, but not defined herein, shall have the definitions attributedthereto in the Lease.6. This Agreement shall be binding upon, and inure to the benefit of, Lessor and Lessee andtheir respective successors, heirs, and assigns.7. This Agreement shall be construed in accordance with the laws of the State of Connecticut.8. This Agreement may not be changed or modified, in whole or in part, except by writteninstrument executed by the party against whom enforcement of such change or modification is sought.***[The Remainder of this Page Intentionally Left Blank]***
 
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**IN WITNESS WHEREOF**, the Lessee and Lessor have executed this Agreement as of the day and datefirst above written.           LESSOR:     **COMMERCE PARK REALTY, LLC**             By: Commerce Park Management Company      Its Manager               By: /s/ Melvyn J. Powers         Melvyn J. Powers        Its President             LESSEE:     **ADVANCED TECHNOLOGY MATERIALS, INC.**             By: /s/ Daniel P. Sharkey               Its EVP —Business Development  Signature Page to Fourth Amendment to Agreement of Lease
 
 

 
Exhibit AREPAIR AND RESTORATION OBLIGATIONS WHEN LESSEE VACATES:1. SUMMARYGeneralThe following Subsections serve to describe restoration and repair to 7 Commerce Drive to becompleted by Lessee. The restoration and repair is to be completed on or before the leasetermination date. The specific restoration and repair requirements will be general in scopeuntil a comprehensive, detailed, survey is completed by Lessee.2. CRITERIA2.1 General: Area of Restoration.The area of restoration (the “**Area of Restoration**”) shall be the non-crosshatched/non-shadedportions of the building interior as delineated on the Restoration Scope Plan dated10-27-08-B attached hereto and made a part hereof (the “**Restoration Plan**”), plus specificexterior removals described on the Restoration Plan.Please note that specific lab or area titles are not listed due to the fact that many of thelab and facility names and nomenclature change fairly regularly over the course of time.Walls to remain shall be patched and painted neutral color latex flat.All building structural elements and structural columns shown on the Restoration Plan shallremain as the currently exist, along with those structural members that the columns support.No new walls are to be constructed except as may be necessary for repair of damage caused byLessee or Lessee’s contractors or agents.
 
 

 
2.2 Specific RemovalsNotwithstanding the exceptions noted herein, the following will be removed within the Areaof Restoration only as defined above and as part of the restoration process. Removal shallmean complete dismantling and removal off-site of items and removal of any supportstructure, hangers, connections, and evidence of the item or object. The scope includesrepairs to structures to remain as part of the restoration and removal process. Removalsshall include: 2.2.1 Hazardous and chemical waste lines, gas lines, and storagetanks connected to Lessee’s equipment and labs.  2.2.2 All Lessee’s equipment associated with Lessee’s manufacturing,testing, analytical, synthesizing or R&D activities.  2.2.3 All partitions, doors, and hardware not indicated to remain onthe Restoration Plans.  2.2.4 All suspended ceilings.  2.2.5 All Lessee installed electrical panels, transformers,equipment, and lighting.  2.2.6 All air-conditioning, diffusers, registers, controls,ductwork, and exhaust equipment installed by Lessee.  2.2.7 All non-VCT flooring installed by Lessee.  2.2.8 All furniture and non-fixed items installed by Lessee.  2.2.9 All non-ceiling mounted sprinklers and non-conformingsprinkler heads installed by Lessee.  2.2.10 All electrical generators installed by Lessee.  2.2.11 All water piping, fixtures, and drains installed by Lessee, except in Men’sand Women’s Room shown in non-crosshatched area.  2.2.12 All rooftop equipment, including air handling units, exhaust equipment andassociated electrical, as well as steel supports.  2.2.13 Any hazardous material installed by Lessee.2.3 REPAIRSLessee will repair and re-finish those items within the Area of Restoration only whichhave been damaged, marred, disfigured, deformed or distorted as a result of the removalsdescribed above. Additionally, Lessee will: 2.3.1 Furnish and install new 2x4 suspended ceiling and tile tomatch type originally installed by Lessor prior to ATMI occupancy.  2.3.2 Furnish and install one 2x4 prismatic ceiling light fixturefor each 150 square feet of usable area. Provide one toggle type switch forevery 500 square feet.  2.3.3 Furnish and install building standard exit and emergencylighting as required by code.  2.3.4 Furnish and install building standard sprinkler heads andcoverage as required by code.  2.3.5 Fill trench drains and other floor depressions with materialsimilar to surrounding region.  2.3.6 Furnish and install VCT flooring and black vinyl cove stylebaseboard throughout.  2.3.7 Furnish and install six 20-ton air-conditioning units on roofand appropriate distribution ductwork and controls to meet minimum ASHRAEstandards for office environments.  2.3.8 Install or repair electrical panels so that duplex electricaloutlets in walls designated to remain will be powered according to minimum codestandards for office type environments.  2.3.9 Repair metal decking and replace roof with roofing materialand type to match existing.  2.3.10 Repair landscape, concrete, or paving damaged by Lessee’s removal ofequipment. Remove all footings and supports associated with exterior tank andequipment removals.
 
 

 
3. PROCESS3.1 GeneralRestoration will commence on a schedule developed by Lessee and approved by Lessor, whoseapproval shall be not unreasonably withheld. Note that restoration completion is contingenton the timely approval of plans and permits by Lessor.3.2 Sequence. 3.2.1 Transfer of Lessee equipment and personnel from 7 Commerce Drive  3.2.2 Survey of premises indicating: 3.2.2.1 Items to be removed as described  3.2.2.2 Items to remain within Area of Restoration  3.2.2.3 Anticipated repairs 3.2.3 Architecture and Engineering plan preparation  3.2.4 Schedule preparation  3.2.5 Plan and Schedule review and approval by Lessor  3.2.6 Permit filing at Danbury Building Department through Lessor  3.2.7 Pricing and contractor selection  3.2.8 Execution of work  3.2.9 Final inspections and Certificate of Occupancy  3.2.10 Lessor confirmation
 
 

 
4. CONCLUSION4.1 General 4.1.1 The overall cost and responsibility of restoration asdescribed will be the responsibility of the Lessee. The Lessor will need toapprove and sign the permits required to complete the work. Final confirmationby Lessor will be provided to Lessee upon completion of the work.  4.1.2 Lessee will have an independent, third-party environmentalconsultant licensed in the State of Connecticut inspect the areas where thework described in paragraph 2.3.1 above is conducted to insure that suchremoval was conducted properly and in compliance with applicable regulatoryrequirements, and that no contamination occurred in connection therewith(“**Inspection**”). To the extent that it makes physical, practical and economicsense to do so, the groundwater and soil testing required to be done by Lesseepursuant to Section 4.3(a) of the Lease shall be done in coordination with theInspection. Lessee shall have its independent consultant generate a writtenreport addressed to Lessor and Lessee confirming the results of the Inspectionand the testing performed pursuant to Section 4.3(a) of the Lease. A copy ofsuch report shall be provided to Lessor and Lessor shall be identified in thereport as a party entitled to rely on the report. Lessee shall provide atleast five (5) business days prior written notice to Lessor of the timing andscope of the Inspection and any testing pursuant to Section 4.3 of the Leaseand this Exhibit A.  4.1.3 All demolition and construction done in accordance with theforegoing work must be in compliance with the International Code of 2003 and2005 Connecticut State Building Code.  4.1.4 Nothing in this Exhibit A is intended to (i) reduce ormodify, except as specifically set forth in Section 4.1.2 above, Lessee’sobligations pursuant to Section 4 (Environmental Provisions) of the Lease,which shall be deemed to apply to all work done by Lessee hereunder.  4.1.5 To the extent not previously satisfied, Lessee’s obligationshereunder will survive the expiration or early termination of the Lease. IfLessee has not finished all the work required to be done by Lessee hereunder sothat Lessee and its employees, agents and contractors have vacated the Premisesby the end of the Initial Term or the last Renewal Term exercised by Lessee, asapplicable, Lessee shall be deemed a holdover tenant and the provisions ofSection 18.1 of the Lease shall apply until all such work has been completedand Lessee has vacated the Premises.
 
 

 
4.2 PerformanceThe Lessee will, at its own cost and expense perform the following tasks: 4.2.1 Obtain required permits and approvals from regulatory agencieshaving jurisdiction.  4.2.2 Test suspected materials for hazardous content if thematerials are deemed to have been installed by Lessee.  4.2.3 Non-scope areas shall be broom-swept clean.  4.2.4 Provide appropriate insurance coverage as may be required.4.3  ExceptionsThe following are considered Out of Scope items and are not part of the Lesseerestoration obligations: 4.3.1 Remediation or removal of hazardous materials from priortenancies or conditions, which existed prior to Lessee’s occupancy.  4.3.2 Requirement that the work is required to be performed onovertime or during non-business hours unless necessary to meet lesseeobligations with regard to vacating the premises in accordance with the lease.  4.3.3 Requirement that specific contractor(s) or vendor(s) beutilized.  4.3.4 Work related to systems owned and operated by utilitycompanies.  4.3.5 Asphalt removal, repair or paving (except repairs specificallycaused by the Lessee during the restoration project).  4.3.6 Property upgrades unrelated to the specific restoration workdescribed.