Exhibit 10.1
SECOND AMENDMENT TO LEASE
This Second Amendment to Lease (“Amendment”), is made and entered into this 17th day of November,2004 by and between Mission West Properties, L.P. II (formerly known as Berg & Berg Developers), aDelaware limited partnership (“Lessor”) and Celeritek, Inc., a California Corporation (“Lessee”).
RECITALS
A.  Lessee currently leases from Lessor 54,672 square feet of space located at 3236 ScottBoulevard, Santa Clara, California (“the “Premises”) pursuant to that certain lease datedApril 1, 1993 and the First Amendment date the 17th of June, 1999 (the “Lease”).
B.  The term of the Lease expires September 30, 2005.
C.  Lessee has elected and Lessor has agreed to extend the subject property to the terms andconditions set forth herein:
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which areacknowledged, the parties hereto agree to amend the Lease as follows:
 1.  TERM: The term of the Lease is hereby extended for five years untilSeptember 30, 2010.
 2.  BASIC RENT: The basic rent shall be adjusted to and payable as follows:               Basic Rent  CAC*  Total December 1, 2004 through September 30, 2005 $51,654  $7,800* $59,454 October 1, 2005 through September 30, 2006 $54,388  $8,034* $62,422 October 1, 2006 through September 30, 2007 $57,122  $8,275* $65,397 October 1, 2007 through September 30, 2008 $59,855  $8,523* $68,378 October 1, 2008 through September 30, 2009 $62,589  $8,779* $71,368 October 1, 2009 through September 30, 2010 $65,322  $9,042* $74,364 *Subject to annual adjustment.            
 3.  BROKERAGE COMMISSION: Each party represents and warrants to the other partythat it has not utilized or contacted a real estate broker or finder with respect to thisAmendment and each party agrees to indemnify and hold each other harmless against anyclaim, cost, liability or cause of action asserted by any broker or finder claimingthrough either party. Lessor and Lessee agree that Lessor shall not be obligated to payany broker leasing commissions, consulting fees, finders’ fees or any other fees orcommissions arising out of the negotiation and execution of this Amendment or relating toany extended term of the Lease.
 4.  LESSEE CERTIFICATION: Lessee hereby certifies and confirms that as of thedate of this Amendment, Lessee has not received any notice from any governmental authorityasserting that it is in violation of (and Lessee is not otherwise aware that it is inviolation of) any government regulations, ordinances, rules or laws, including thosepertaining to its use, storage, disposal, discharge, transportation, and/or release ofHazardous Waste and/or Hazardous Materials on or about the Premises (“Hazardous MaterialsUse”).
 

 

Nothing herein shall release Lessee from, and Lessee shall continue to perform, itsobligation to comply with all government, regulations, ordinances, rules and laws relatingto its Hazardous Materials Use as set forth in the Lease.
 5.  COMMON AREA CHARGES (“CAC”): Lessee shall pay to Lessor estimated taxes,insurance and gardening during the extended term in accordance with the existingprovisions of the Lease, including the exclusions from common area charges specified inthe Lease. (The current monthly estimated common area charge is $7,800).
 6.  RATIFICATION OF LEASE: Except as modified herein, the Lease is hereby ratified,approved and confirmed upon all the terms, covenants, and conditions.
 7.  AUTHORITY: Each party executing this Amendment represents and warrants thathe or she is duly authorized to execute and deliver this Amendment. If executed on behalfof a corporation, that this Amendment is executed in accordance with the bylaws of saidcorporation (or a partnership that this Amendment is executed in accordance with thepartnership agreement of such partnership), that no other party’s approval or consent tosuch execution and delivery is required, and that this Amendment is binding upon saidindividual, corporation (or partnership) as the case may be in accordance with its terms.
 8.  ASSIGNMENT AND SUBLETTING: Notwithstanding any provision of Section 16 ofLease, Lessee during the initial term of this Amendment shall have the right to subleaseup to 27,500 sq. ft. of the Premises. Provided the sublessee is not a user of HazardousMaterials, Lessee shall not be required to obtain approval of Lessor or pay any portion ofRent to Lessor.
 9.  OPTION TO EXTEND: Lessee shall have option to extend this Lease for one five(5) year term per the provisions of Section 3.4 and 4.5 (i), (ii), and (iii) of the Lease.
 10.  ROOF REPLACEMENT: Lessor shall contract with a reputable roofing contractor(“Roofer”) for replacement of the roof in accordance with this Section. The Roofer, thecontract with roofer, and the roofer’s price shall be mutually agreed upon by Lessor andLessee. Lessor shall pay the first $20,467.00 of the amount payable to the Roofer underthe approved contract and Lessee shall pay any overage. If amounts are payable to theRoofer in multiple installments, then Lessor and Lessee shall each pay their proportionateshare of each such installment in accordance with the terms of the approved contract withthe Roofer.
IN WITNESS WHEREOF*,*the undersigned have executed this Agreement intending to be bound thereby asof the date set forth below their respective signatures.   MISSION WEST PROPERTIES, L.P., II Celeritek, Inc.a Delaware limited partnership a California corporationBy: Mission West Properties, Inc.,  A Maryland corporation   By: /s/ Carl E. Berg By: /s/ Margaret Smith   Carl E. Berg Margaret SmithTitle: CEO Title: CFODate: 11/18/04 Date: 11/17/04