EXHIBIT 10.10



 EXHIBIT 10.10 
 LEASE 
 between 
 Nerwal SA 
 c/o Ismeca Europe Semiconductor SA 

Rue de l’Helvétie 283 
 2301 La
Chaux-de-Fonds 
 as Landlord 
 and 
 Ismeca Europe Semiconductor SA 

Rue de l’Helvétie 283 
 P.O. Box

 2301 La Chaux-de-Fonds 

as Tenant 
 The Parties
have entered into the following Lease Agreement within the meaning of Article 253 et seq. of the Swiss code of Obligations (CO): 

  
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 1. Preamble 
 Following the sale of various real estates from Tenant to the Landlord in particular plot no. 3514, plot no. 3515 and plot no. 3516, Tenant now wishes to lease and Landlord wishes to let certain
properties and buildings as identified herein. 
 2. Premises 
 2.1 Premises & description of lease 
 The Landlord lets to the Tenant the following
areas in its building on Rue de l’Helvétie 283, 2301 La Chaux-de-Fonds, which are in a condition fit for their purpose (all as identified on Appendix A): 
  

	 	•	 	 Building “A”, including Building A0 and A1, with a total of app. 1138 m2 located on plot number 3514 and 4249 of the Cadastre des
Eplatures in 2300 La Chaux-de-Fonds 


  

	 	•	 	 Building “B”, app. 1511 m2 of B1, located mainly on plot number 3514 of the Cadastre des Eplatures in 2300 La Chaux-de-Fonds



  

	 	•	 	 Building “C”, app. 270 m2 of C1, located mainly on plot number 3514 of the Cadastre des Eplatures in 2300 La Chaux-de-Fonds



  

	 	•	 	 Building “E”, app. 83 m2 of E0, located on plot number 3515 of the Cadastre des Eplatures in 2300 La Chaux-de-Fonds



  

	 	•	 	 Building “F”, app. 142 m2, located mainly on plot number 3515 of the Cadastre des Eplatures in 2300 La Chaux-de-Fonds



 2.2 Parking and surrounding land 
 The Tenant may use exclusively 80 parking spaces, currently indicated on the ground at the locations, as identified in the plan on Appendix B. 
 Tenant is also entitled to the exclusive use of pic-nic area and bicycle-hub as identified on Appendix B. 

  
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 2.3 Use of the Premises 
 The Tenant will use the Premises as a production/assembly plant with appurtenant office spaces and ancillary uses. Landlord inspected the Premises in full and agrees with its current use, installations
and state. 
 2.4 Works carried out by Tenant 
 The Tenant has the right to execute, at his expense, all works required to make the building more suitable for his activity. 
 Any works involving the building’s structure shall be submitted to the Landlord for prior approval and possible financing. The Landlord hereby approves all other fitouts and fixtures of the Tenant in
advance. The Tenant shall inform the Landlord reasonably in advance of any works regarding the fixtures and fitouts of the Premises. Such work shall belong to the Tenant. As per the end of the lease, Tenant will reinstate the Premises to the
condition they were at the commencement of the lease, unless otherwise agreed in writing between the Landlord and the Tenant. 
 3. Lease
Term / Termination 
 The lease shall commence on 14 December 2012 and may be terminated by either party giving the other party 12
months prior notice. The earliest date of effect of termination is 31 December 2022. 
 Without notice, the lease will automatically be
extended for additional terms of two years and may be terminated by either party as per the end of any such term giving the other party 12 months prior notice. 
 Notice of termination shall be given by either party by registered mail and in accordance with the above requirements as to notice period and date of effect. The landlord shall use a form approved by the
canton. 

  
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 4. Rent / Payment / Value-Added Tax 
 4.1 Rent 
 The rental fee for the Premises (see clause 2.1 and 2.2) as identified in Clause
2 amounts to CHF 350’000.00 per annum, (exclusive of VAT) and is composed as follows: 
  

													
	 Building A
	  	 	1’138m2	  	  	 	à CHF 100.00 /m2	  	  	 	CHF 113’800.00	  
	 Building B
	  	 	1’511 m2	  	  	 	à CHF 100.00 /m2	  	  	 	CHF 151’100.00	  
	 Building C
	  	 	270 m2	  	  	 	à CHF 100.00 /m2	  	  	 	CHF 27’000.00	  
	 Building E
	  	 	83 m2	  	  	 	à CHF 100.00 /m2	  	  	 	CHF 8’300.00	  
	 Building F
	  	 	142 m2	  	  	 	à CHF 100.00 /m2	  	  	 	CHF 14’200.00	  
	 80 parking spaces
	   
	  	 	à CHF 445.00	  	  	 	CHF 35’600.00	  
	Total	  	  				  	 	CHF 350’000.00	  

 Should the measured above-mentioned m2 not reflect the actual m2 of the rented Premises at the commencement of the Lease,
such difference shall not result in any rental fee adjustment. 
 This rental fee takes due account of the actual state of the Premises.

 The rental fee shall be indexed. Any adjustment in the rental fee shall be based on the differences of the “Landesindex der
Konsumentenrpreise des Bundesamtes für Statistik” (LIK). Such adjustment can be made as per 1 January of each year (first time on 1 January 2014) based on the LIK per October of the previous year. The rental fee adjustment shall
be noticed by the Landlord with the form approved by the Canton (“amtliches Formular”) not later than on 15 November of the previous year. The basis for such rental fee adjustment shall be the LIK at the commencement date of this
Lease Agreement. 
 4.2 Payment of rent 
 The rental fee specified in Article 4.1 shall be payable monthly in advance on the first day of each month. 
 4.3 Value-added tax 
 The Premises are subject to value-added tax. Value-added tax at the
statutory rate shall be payable in addition to the rent. The Landlord undertakes to issue VAT receipts so as to enable the Tenant to reclaim input VAT. Any further restriction on the Tenant’s entitlement to deduct input tax shall not affect the
rent. 

  
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 The Tenant confirms that it is subject to VAT and that it is registered for VAT with the Federal tax
administration. The Tenant shall inform the Landlord in the event that it should lose its VAT status. 
 5. Charges 

All charges (heating, electricity, hot water costs, operating costs as listed in Appendix C, except the building insurance and the building liability
insurance costs) arising from the use of the Premises are not included in the rent. The charges shall be borne by the Tenant additionally and shall be invoiced by the Landlord separately. 
 Tenant shall pay charges of CHF 9’000.- (plus VAT, if applicable) per month on account, payable monthly in advance on the first day of each month. Landlord shall yearly deliver to the Tenant the
accounting of the charges based on the effective costs. The on account payment may be adjusted at the same time as the rental fee based on the effective calculation of the effective costs of the previous year. 

For the avoidance of doubt, the Parties clarify the following positions: 
  


	 	a)	The Tenant shall be solely responsible for all cost of installation, repair and replacement of the air conditioning system (item 4a of Appendix C) and for cost with
respect to “Analyses and follow up Energho” (item 14c in Appendix C). 

  

	 	b)	The Tenant shall be solely responsible for all cost of installation, repair and replacement of the 60Hz on-site power generator (items 7b and 7c of Appendix C)


  

	 	c)	Landlord owns the air system (items 10a and 10b of Appendix C) and the vacuum system (item 15 in Appendix C) and will charge Tenant for the running costs as well as the
costs occurring with respect to the inspection, maintenance and repair of the items, in each case proportionally to the Tenants use of the respective system in relation to the use of the respective system of any other tenants of the premises.



  
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 6. Handover of Premises and Notice of Defects 

6.1 Handover 
 The Premises shall be
handed over to the Tenant in their current state, which is fit for the intended purpose, cleaned and complete with all contents and fittings. The state of the Premises shall be recorded in writing by the Parties in a statement of condition of
premises. This statement shall be drawn up at the date of the handover of the Premises 
 6.2 Condition at handover of Premises

 At handover the Premises are in a state which is fit for the agreed purpose of the tenancy. 

7. Use and Maintenance of Premise 

7.1 Use 
 The Premises shall be used only
for the contractually agreed purpose. Any change in use shall require the Landlord’s written authorization. 
 7.2 Insurance

 The Landlord shall insure the property against building damage in accordance with such cantonal legislation as may be applicable
(insurance obligation). In addition, the Landlord shall maintain liability insurance covering third party claims in relation to the property (building liability). 
 7.3 Sublease 
 The Tenant has the right to sublease all or part of the Premises to any
entity which is controlling, controlled by or under common control with the Tenant without further approval of the Landlord. If a sublease is made to a third party, the Tenant shall obtain the Landlord’s prior written consent thereto, which
will not be unreasonably withheld. 
 7.4 Maintenance 
 As far as legally allowed, Tenant shall be responsible for all maintenance and small repairs of the Premises (with the exception of the shell of the building), but only up to an amount of 1% of the net
annual rent per year per case and in sum (all cases together) not more than 5% of the net annual rent 

  
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per year. The Landlord shall be responsible for all other refurbishment of the Premises in order to guarantee the contractually agreed use of the Premises. The allocation of the maintenance
between the Landlord and the Tenant has been considered by determining the rental fee. 
 8. Return of Premises 

The Tenant shall surrender the Premises in such condition as would result from the use of the Premises in accordance with the terms of the Lease.

 The surrender of the Premises complete with all contents and fittings and entirely vacated shall take place not later than the date on which
the Lease shall end (by 12.00 noon), or if that date should fall on a Saturday, Sunday or public holiday, by 12.00 noon on the next following working day in the locality in question. The Premises shall be surrendered in the same condition as they
were in when the Tenant took possession at the commencement of the Lease, subject only to such wear and tear as results from the use of the Premises in accordance with the terms of the Lease. Works involving the building’s structure, as well as
fixtures and fitouts agreed in written as permanent, with the Landlord, shall belong to the Landlord without any compensation. 
 The Tenant
shall be required, by the surrender date, to thoroughly clean the Premises together with all fittings and contents, to restore the Premises to the original condition and state at the begin of the lease and to repair any damage occasioned to the
Premises for which the Tenant is responsible and that is not the consequence of ordinary wear and tear. 
 Any defects or damage ascertained at
the end of the tenancy for which the Tenant is liable shall be recorded in a statement of condition of premises or notified in writing to the Tenant within 30 days after the end of the Lease. The Tenant shall also be liable for defects which were
not ascertainable upon the surrender of the Premises, provided that these are notified in writing within 30 days after the end of the Lease. The time limits governing the prosecution and expiration of claims in respect of such defects are as laid
down in the Swiss code of Obligations. 
 9. Early Termination of Lease 
 9.1 Bankruptcy 
 The Landlord shall be entitled to terminate the Lease summarily if the
Tenant is declared bankrupt or seeks protection from its creditors and the Tenant or its insolvency administrator fails to provide security for future rental liabilities within a time limit of 20 days to be notified in writing. 

  
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 9.2 Termination for serious cause 
 Nothing herein shall affect the Parties’ right of early termination of the Lease for serious cause in accordance with Article 266g of the Code of Obligations or by mutual agreement. 

10. Special Provisions 
 10.1
Effective date 
 This Lease shall enter into force upon registration of the Landlord as owner of the Premises in the land registry
(Effective date).* 
 10.2 Keys 

Locks and Keys to all doors belong to the premises. The Tenant is already in possession of the necessary number of keys which are listed in Appendix D.
Additional keys must be ordered from the Landlord and paid for by the Tenant. Reference is made to the receipts signed by the Parties. 

10.3 Land register 
 Tenant is granted
the right, at his own expense, to enter this Lease in the land register (Article 261 b CO). 
 10.4 Appendices / Amendments 

All Appendices shall form integrated part to this Lease. Amendments to this Lease shall not be valid unless in writing. 

10.5 Governing Law/Jurisdiction 
 This
Lease shall be governed exclusively by the laws of Switzerland. All disputes arising out of or in connection with this Lease shall be subject to the jurisdiction of the courts of the place where the Premises are situated. 

10.6 Counterparts 
 This Lease Agreement
is drawn up in two counterparts, one for each of the Parties hereto. 

  
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	La Chaux de Fonds, /s/ 14/12/2012 	  	La Chaux de Fonds, /s/ 14/12/2012 
		
	The Landlord	  	The Tenant
		
	Nerwal SA	  	Ismeca Europe Semiconductor SA
		
	acting by:	  	acting by:

  

													
	/s/ Heinz Baumgartner	 		 	/s/ Martin Klóti	 		 	/s/ Lorenzo Giarrè	 		 	/s/ Florian Wenger
	Heinz Baumgartner	 		 	Martin Klóti	 		 	Lorenzo Giarrè	 		 	Florian Wenger

 Appendices: 
 Appendix A - Overview 
 Appendix A - Building A+B+C 

Appendix A - Building E 
 Appendix A - Building F

 Appendix B - Parking and surrounding 

Appendix C - Operating Costs 
 Appendix D - Keys


  
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 Appendix A – Overview: 

 
 



 

  
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 Appendix A – Building A+B+C: 

 
 



 

  
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 Appendix A – Building E: 

 
 



 

  
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 Appendix A – Building F: 

 
 



 

  
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 Appendix B – Parking and surrounding: 

 
 



 

  
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 Appendix C – Operating costs: 

 

									
	 Nr
	  	 Installation
	  	 Type
	  	 Costs at
charge of
Landlord
	  	
Costs at
charge of
Tenant

	1a	  	Heating	  	Inspection and maintenance of burner, pumps and valves (contracts or service support)	  		  	X
	1b	  	Heating	  	Tank inspection and maintenance	  		  	X
	1c	  	Heating	  	Compliance to applicable standards	  	X	  	
	1d	  	Heating	  	Chimney sweeping	  		  	X
	1e	  	Heating	  	Repair work of failure not due to lack of inspection, maintenance, supply or cleaning	  	X	  	
	2a	  	Ventilation	  	Inspection and maintenance of ventilation main system (mono-bloc) and replacement of filters.	  	n.a	  	n.a.
	2b	  	Ventilation	  	Compliance to applicable standards	  	n.a.	  	n.a.
	2c	  	Ventilation	  	Inspection and maintenance of ventilation and replacement of filters	  	n.a.	  	n.a.
	3a	  	Sanitation	  	Maintenance of toilets, sink, pipe, plumbing fixtures, filters, washers	  		  	X
	3b	  	Sanitation	  	Cleaning, toilet paper, towels, etc.	  		  	X
	3c	  	Sanitation	  	Unblocking of pipes	  		  	X
	3d	  	Sanitation	  	Repair work of failure not due to lack of inspection, maintenance, supply or cleaning	  	X	  	
	4a	  	Air conditioning	  	All cost for installation, operating, inspection, maintenance, repair et replacement, etc.	  		  	X
	5a	  	Lifts	  	Inspection and maintenance of lifts, elevators, loading platform	  		  	X
	5b	  	Lifts	  	Compliance to applicable standards	  	X	  	
	5c	  	Lifts	  	Repair work of failure not due to lack of inspection, maintenance, supply or cleaning	  	X	  	
	6a	  	Fire alarm	  	Inspection and maintenance of the fire alarm central and fire detectors	  		  	X
	6b	  	Fire alarm	  	Modification of equipment on tenant request	  		  	X
	6c	  	Fire alarm	  	Operation of fire alarm system, including communication cost	  		  	X
	7a	  	Electricity	  	All cost of installation and operation of 50Hz electrical power system	  		  	X
	7b	  	Electricity	  	Occasional use of 60Hz electrical power system	  		  	X
	7c	  	Electricity	  	Cost linked to the 60Hz electrical power system equipment in the tenant premises	  		  	X
	8a	  	Doors and Keys	  	Inspection and maintenance of the sliding and rolling doors	  		  	X
	8b	  	Doors and Keys	  	Inspection and maintenance of external doors and coded locks	  		  	X
	8c	  	Doors and Keys	  	Cost of locks replacement and/or keys in case of loss	  		  	X
	8d	  	Doors and Keys	  	Security patrol	  		  	X
	8e	  	Doors and Keys	  	Security intervention in the tenant premises	  		  	X
	9a	  	Emergency lighting	  	Inspection and maintenance	  		  	X
	9b	  	Emergency lighting	  	Modification of equipment on tenant request	  		  	X
	9c	  	Emergency lighting	  	Compliance to applicable standards	  	X	  	
	10a	  	Compressed Air	  	Inspection and maintenance of compressors, valves, tanks and filters	  		  	X
	10b	  	Compressed Air	  	Compliance to applicable standards (interior)	  		  	X
	11a	  	Roller blinds (outside)	  	Replacement of the blind ropes due to normal wear (1x every 10 years)	  	X	  	
	11b	  	Roller blinds (outside)	  	Repair of electrical and mechanical parts not caused by an improper use	  	X	  	
	11c	  	Roller blinds (outside)	  	Replacement of the blind ropes, electrical and mechanical parts due to improper use	  		  	X
	12a	  	Exterior	  	Maintenance green areas	  		  	X
	12b	  	Exterior	  	Snow removal on road access and parking	  		  	X
	12c	  	Exterior	  	Snow removal on pedestrian access and emergency exits	  		  	X
	12d	  	Exterior	  	Snow removal on roof	  		  	X
	12e	  	Exterior	  	Cleaning out of rainwater draining system	  		  	X
	12f	  	Exterior	  	Cleaning Parking	  		  	X
	13a	  	Exterior	  	Cleaning of premises and surrounding area	  		  	X
	13b	  	Exterior	  	Cleaning of windows (Interior and Exterior)	  		  	X
	14a	  	Public Costs	  	Insurance premiums ECAP (fire and natural hazards)	  	X	  	
	14b	  	Public Costs	  	Property tax	  	X	  	
	14c	  	Public Costs	  	Analyses and follow up of Energho program (building energy efficiency)	  		  	X
	15	  	 Vacuum System

(developed by Ismeca)
	  	All maintenance and repair costs	  		  	X


  
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