INDUSTRIAL BUILDING LEASE AGREEMENT

Exhibit 10.1

THIS INDUSTRIAL BUILDING LEASE AGREEMENT (the “Lease”) is made and entered into as of July 31, 2009 by and between Entorian Technologies Mexico, S. de R.L. de C.V. (hereinafter referred to as “Landlord”) represented by Stephanie Lucie, its attorney-in-fact, and Invensys Electronica Reynosa, S. de R.L. de C.V. (hereinafter referred to as “Tenant”), represented by its attorney-in-fact Pablo Manuel López Pérez, in accordance with the following:

RECITALS

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IN VIEW OF THE FOREGOING, Landlord and Tenant hereby agree as follows:

ARTICLE 1.

GRANT OF LEASE; PREMISES

1.1 Grant of Lease. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the premises outlined on the floor plan attached hereto as Exhibit A and hereby made a part hereof, consisting of a 45,272 square foot Building, and the Land (hereinafter jointly referred to as the “Property” or the “Premises”), located within the Parque Industrial Del Norte (“the Park”), in Reynosa, Tamaulipas, Mexico. For purposes of this Lease, “Rentable Area of the Premises” shall be deemed to be 45,272 square feet.

ARTICLE 2.

TERM; POSSESSION

2.1. Term. For purposes of this section, the following terms shall have the following meanings:

Effective Date : shall mean the date first above written which shall render this Lease binding to the parties for all legal effects.

Beneficial Occupancy : shall be the term of thirty (30) days immediately after the Effective Date and prior to the Commencement Date during which Tenant shall be entitled to enter the Premises in order to prepare the same for their use.

Commencement Date : shall be the date immediately after the Beneficial Occupancy when the term of sixty (60) months of duration of this Lease shall start to be computed and Tenant’s obligation to begin paying Rent (as defined in section 3.1.) shall commence.

The term of this Lease (hereinafter referred to as the “Term”) shall be for sixty (60) months commencing upon the Commencement Date of this Lease and ending on the last day of the sixtieth (60th) calendar month thereafter (hereinafter referred to as the “Expiration Date”), unless sooner terminated as provided herein.

In consideration of the fact that the Premises are delivered “as is” and no further capital investment was required on the part of Landlord, the parties hereby agree that Tenant shall have the right to early terminate this Lease after thirty-six (36) months counted from the Commencement Date through a prior written notice to Landlord with at least ninety (90) calendar days in advance to the intended termination date without any liability whatsoever before Landlord.

2.2. Delivery of Possession. Unless otherwise provided herein, or under Exhibit B , delivery of the Premises’ possession shall occur on the Effective Date of this Lease. Landlord and Tenant shall execute a Commencement Memorandum ( acta de entrega y recepción ) to acknowledge the possession date of the Premises and delivery by Landlord to Tenant, in substantially similar terms as the form attached hereto as Exhibit B . Notwithstanding the foregoing, Tenant’s obligation to begin paying Rent hereunder shall occur as of the Commencement Date and in accordance to section 3 herein.

ARTICLE 3.

RENT AND OTHER EXPENSES

3.1. Rent. Tenant shall pay an annual rent (hereinafter referred to as “Rent”) to Landlord in equal monthly installments (hereinafter referred to as “Monthly Rent” or “Base Rent”) as outlined in the attached Exhibit C , plus the corresponding Value Added Tax that may be due pursuant to Mexican law. Landlord hereby agrees and acknowledges that Tenant shall not be obliged to pay the Monthly Rent for the first two (2) months following the Commencement Date, without any liability whatsoever before Landlord; thereafter Tenant shall pay Landlord the remaining fifty-eight (58) Monthly Rent payments. Monthly Rent shall be paid in advance within the first five (5) business days of each calendar month and at the same rate for fractions of a month if the Term shall begin on any date different from the first day of a calendar month.

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3.2. Manner of Payment. Monthly Rent, shall be paid in lawful money of the United States to Landlord through a wire transfer to Landlord’s account: Guaranty Federal Bank, 301 Congress Ave., Austin, TX 78701, Acct. No. 320-1029703 (Entorian Technologies L.P.), Bank Code/ABA No. 314970664 or to such other account as Landlord duly notifies Tenant with at least ten (10) working days in advance to the following date of Monthly Rent payment.

Concurrently with the execution hereof, and notwithstanding the provisions of section 3.1. to the contrary, on the Effective Date, Tenant shall pay to Landlord one Monthly Rent corresponding to the third full calendar month of the Term. For clarity purposes and derived from the payment established in this paragraph, Tenant shall be obliged to start paying Monthly Rent to Landlord on the third month after the Commencement Date. Tenant shall pay Monthly Rent and any and all other amounts due to Landlord in U.S. Dollars.

3.3. Good Funds Payments. If, for any reason whatsoever, any three or more payments by check from Tenant to Landlord are dishonored and returned unpaid, Landlord may, upon written notice to Tenant, require that all future payments be made by cash, certified check, cashier’s check, or money order (“Good Funds”) and that the delivery of Tenant’s personal or corporate check will no longer constitute payment of Rent under this Lease. Any acceptance by Landlord of a payment for Rent by Tenant’s personal or corporate check thereafter shall not be construed as a waiver of Landlord’s right to insist on payment by Good Funds as set forth herein. If any check tendered to Landlord by Tenant under this Lease is dishonored for any reason, Tenant shall pay a fee of fifty dollars ($50.00), plus (at Landlord’s option) a Late Charge as provided above until good funds are received by Landlord. Payments received from Tenant shall be applied first to any Late Charges, second to Rent, and last to other unpaid charges or reimbursements due to Landlord. Any Late Charge will be in addition to Landlord’s other remedies for nonpayment of rent.

3.4. Increase in Rent. The Monthly Rent shall be fixed and shall remain unchanged until the end of the first twelve months following the Commencement Date of this Lease. Thereafter, the Monthly Rent shall be increased annually, on the anniversary date of the Commencement Date, by a percentage of 2.5% on top of the previous Monthly Rent.

3.5. Obligation to Pay Expenses. This is a triple net Lease, where except as otherwise provided herein, Tenant is expected to pay, in addition to the Monthly Rent, all taxes, insurance, and maintenance, as well as other costs and repairs, all in connection with the use of the Premises.

As a result, in addition to paying the Base Rent, Tenant shall also pay the amounts determined in accordance with this Article 3 (hereinafter referred to as “Other Expenses”), Article 6 (Possession and Maintenance of Premises), Article 18 (Subrogation and Insurance) and any other Article herein.

3.5.1 Value Added Tax. If applicable in order to facilitate billing and the issuance of legal receipts to Tenant in exchange for payments made hereof, Tenant shall make payments plus the applicable Value Added Tax.

3.5.2 Property Tax. Tenant shall be responsible for the payment of the property taxes (the impuesto predial ), for the Premises. If such tax is paid directly by Landlord, then Landlord shall be entitled to reimbursement for same. In this event, Landlord shall have the option of reimbursement either in the form of a single annual payment, due from tenant within fifteen (15) days of demand by Landlord and receipt of a copy of the tax invoice, or in twelve monthly installments, to be paid in advance in conjunction with tenant’s monthly rent payments, the amount of which shall be equal to one twelfth of the amount of the invoice for said tax for the most recent tax year. If after the payment of the twelve installments has commenced, Landlord receives the invoice for said tax and it is different than the amount used to calculate the monthly payment, Landlord may notify Tenant in writing, together with a copy of the tax invoice, and adjust the subsequent installments to correct the amount due and to correct any difference in the installments collected to date. Tenant will begin making the new installment amount with the next monthly rent payment, pay any “catch up” amount, and continue to make the new installments thereafter until otherwise notified by Landlord of a change. Both parties agree that in case there is the possibility to obtain a discount in the amount to be paid of impuesto predial for bulk or early payment, Landlord shall diligently inform Tenant of this possibility so Tenant can elect to pay in the form and time required to obtain such discount.

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3.6. Park Association fees. Tenant shall be responsible for the payment of any Park Association fees directly to the Park’s Association during the term of the lease and any extensions.

3.7. Books and Records; Audit Procedures. Landlord shall maintain books and records showing Taxes and any expenses that are reimbursable under this lease in accordance with sound accounting and management practices and in compliance with all applicable Mexican accounting and taxation rules and regulations, same that will be available for the Tenant at reasonable times and with reasonable notice for its review.

ARTICLE 4.

USE OF PREMISES

Tenant shall use and occupy the Premises for manufacturing, research and development, testing, assembly, molding, warehouse and distribution and incidental uses thereto and for any other legal use or purpose (the “Permitted Uses”) provided such uses are consistent with the applicable certificate- ( Certificado de Uso de Suelo ) that has been provided by Landlord. Tenant is responsible for obtaining any other applicable certificate to operate Tenant’s business on the Premises. Tenant covenants and agrees to use and occupy the Premises in conformity with all applicable federal, state and municipal statutes, laws, rules, ordinances, regulations and orders. At all times, it will be Tenant’s obligation to gain knowledge of any and all applicable federal, state and municipal statutes, laws, rules, ordinances, regulations and orders.

Tenant will use the Premises only for the Permitted Uses. Tenant will not cause or permit the Premises to be used in any way which constitutes a violation of any Legal Requirements (as defined below) or the rules and regulations established by Landlord, a copy of which is attached as Exhibit D , which can be amended in writing by Landlord with the previous consent of Tenant (the “Rules and Regulations”). To the best of Landlord’s knowledge and without further inquiry, during Landlord’s ownership of the Premises, Landlord has all the licenses and/or permits granted by federal, state or municipal authorities that are necessary in connection with urban development matters, zoning, use of land environmental impact and construction of the Premises, prior to Commencement Date. Tenant will promptly take all actions necessary to comply with all Federal, State or local laws, codes, rules, regulations, orders, covenants and requirements including its operations license, that are applicable to and regulate the use by Tenant of the Premises.

Furthermore, Tenant shall have the right to use all the spaces in the parking lot area as shown on Exhibit A attached hereto and incorporated herein.

ARTICLE 5.

UTILITIES

5.1. Utilities. Tenant shall timely when due pay in full for all water, gas, heat, light, power, telephone and other utilities and service supplied to the Premises, together with any taxes thereon including hook-up, transmission, transformation and any other fees and expenses in connection therewith. With respect to electrical service, and subject to provisions in Article 11, Tenant shall make no alterations or additions to the electric equipment or appliances without the prior written consent of Landlord in each instance, which written consent shall not be unreasonably withheld. Tenant covenants and agrees that at all times its use of electric current shall never exceed the capacity of the feeders to the Building or the risers or wiring installed thereon. Should Tenant fail to pay for all water, gas, heat, light, power, telephone and other utilities and service supplied to the Premises, together with any taxes thereon and as a result such failures prevents Landlord and/or a new tenant from contracting any of the abovementioned public utilities at the same Premises subject matter of this Lease, then Landlord shall have the right, but not the obligation, to pay for those past due amounts to bring the utilities up to date and Tenant shall reimburse immediately to Landlord any amounts paid for such concepts.

Tenant shall be allowed to hook up, at its own cost, to all available utilities for its Permitted Uses, with the understanding the actual delivery of the utilities’ is the responsibility of the various utilities companies, and not of Landlord.

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5.2. Interruption of Utilities. Tenant agrees that Landlord and its agents shall not be liable in damages, by abatement of Rent or otherwise, for interruption of any or all utility services; and such interruptions shall not be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease, unless caused by the Landlord. In case the interruption of the utilities is caused by any action or omission of Landlord for a period of three days, such interruption will relieve Tenant, without any liability whatsoever before Landlord, from paying Rent or performing any of its obligations under this lease, until the cause generating the interruption is remedied at Landlord’s sole cost.

5.3. KVAs. During the Lease Term and any extensions thereof, Landlord shall make available to Tenant the use of 1,000 KVAs of electrical power (the “ 1,000 KVAs ”). Tenant hereby acknowledges that Landlord shall be the owner of the rights of such 1,000 KVAs at all times. If required by any governmental authority to do so, Landlord may temporary transfer and assign the rights to the 1,000 KVAs into the name of Tenant. Tenant shall transfer and re-assign the rights to the 1,000 KVAs back to Landlord upon the termination of the Lease. All costs related to such transfers shall be paid for by Tenant, and Tenant shall execute all reasonably documents related to such transfers as requested by Landlord. If Tenant requires electric power in excess of the 1,000 KVAs (the “ Excess KVA ”), Tenant shall obtain such at its sole cost and Tenant shall be responsible for acquiring such rights directly from the applicable utility provider. sole discretion, to purchase from Tenant any Excess KVA rights that serve the Premises.

ARTICLE 6.

POSSESSION AND MAINTENANCE OF PREMISES

6.1. Possession. Tenant acknowledges that it will examine the Premises before taking possession hereunder. Tenant shall be taking possession of the Premises in its then “as-is” condition and Tenant’s taking possession of the Premises or any portion thereof shall be conclusive evidence against Tenant that the portion of the Premises taken possession of was then in good order and satisfactory condition. Both parties agree that they will perform a “walk through” at the Premises prior to Beneficial Occupancy and will draft the Commencement Memorandum which will describe the “as is” condition of the Premises. At termination, for any cause, of this Lease, the parties will perform a new “walk through” at the Premises and will write up a delivery certificate which will attest to the delivery conditions of the Premises.

6.2. Repairs and Maintenance. Tenant shall, at Tenant’s sole expense, keep the Premises and alterations in good order, condition and repair, including, but not limited to, all equipment or facilities, such as plumbing, heating, ventilating, air conditioning, electrical lighting, boilers, pressure vessels, fire protection system fixtures, interior and exterior walls, interior utility installations, ceilings, floors, windows, doors, glass, signage, landscaping, parking lot and driveways, and all other facilities located in or on the Premises not the responsibility of Landlord as described in section 6.3. Tenant, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices including preventative maintenance of the roof and air conditioning systems. Tenant’s obligations shall include maintaining copies of applicable service contracts and providing copies of same to Landlord at Landlord’s request.

If Tenant does not make repairs promptly and adequately when required to do so, and such failure or non-performance shall continue for a period of twenty (20) days from the date Landlord notifies Tenant of the need for such repair or repairs, Landlord may, but need not, make such repairs and replacements and Tenant shall pay Landlord, within ten (10) days of written demand, the cost thereof. In no event shall any of Tenant’s expenses under this Section 6.2 constitute an item of Expense under Section 3.5 hereof. Notwithstanding the foregoing, Tenant’s obligations shall include maintaining service contracts on all HVAC and roof systems, pursuant to which such systems shall be inspected and properly maintained by outside service providers on a regular and continuous basis during the Term hereof. Upon Landlord’s request, tenant shall furnish Landlord with copies of such service contracts and records of maintenance performed by the service contractors.

6.3 Landlord’s exclusive maintenance responsibilities shall be to be responsible for the Premises’ structural repairs to the extent such repairs are required for Tenant’s safe possession and use of the Premises, including, but not limited to, foundations, bearing and exterior walls (excluding glass); structural floors slabs, maintaining the roof in good,

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water-tight condition, all utility infrastructure (water, sewer, natural gas, electricity and telephone) but up to the point where the utility connects from the utility provider / street to the Premises, and expressly excluding any equipment owned by utility providers, and other equipment such as transformers. Landlord’s responsibility excludes preventive maintenance, and any maintenance to the street improvements belonging to the Premises. Landlord reserves the right to the access—the structural elements including roof, foundation and exterior walls of the Building which Landlord is so obligated to maintain and repair. If any portion of the Premises which Landlord is obligated to maintain or repair is damaged by the negligence of Tenant, its agents, employees or invitees, then repairs necessitated by such damage shall be paid for by Tenant.

Should the Landlord fail to perform any of the Landlord’s maintenance and repair responsibilities as specified in this section, and such failure or non-performance shall continue for a period of twenty (20) days from the date Tenant notifies Landlord of the need for such repair or repairs, Tenant shall have the right to effect such repairs at the Landlord’s expense, and Landlord shall pay Tenant, within ten (10) days of written demand, the cost thereof.

Landlord shall have the right to inspect the Premises from time to time while in possession of the Tenant, in business days and hours, through written notice given with at least one (1) business day in advance if so long as the visitor is not a competitor of Tenant, and two (2) business days in advance if the visitor is a competitor of Tenant; provided that, such supervision activities will not, in any manner, obstruct or interfere with the operation, business, work or industry of the Tenant.

6.4 Compliance With Rules and Regulations. Tenant shall at its sole cost and expense comply with (i) all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations and ordinances affecting the Premises or any part thereof, or the use thereof, whether or not any such statutes, laws, rules, orders, regulations or ordinances which may be hereafter enacted involve a change of policy on the part of the governmental body enacting the same, and (ii) all rules, orders and regulations of bodies exercising functions in connection with the prevention of fire or the correction of hazardous conditions, which apply to the Premises. Tenant shall comply with the requirement of all policies of public liability, fire and other insurance which at any time may be in force with respect to the Premises.

6.5. Latent and/or Hidden Defects. The Landlord hereby expressly agrees to carry out at its expense all the major repairs strictly related to the latent and/or hidden defects existing on the Premises, and specifically related to the general structures of the Premises, provided that, such latent and/or hidden defects have not been caused by Tenant, its employees, representatives, suppliers and/or contractors, and provided that such repairs are required in order to allow Tenant the safe possession and use of the Premises.

Tenant shall immediately notify the Landlord, but in any case within ten (10) days following the date Tenant receives notice of any damages in the Premises, that may constitute a latent and/or hidden defect in the general structures on the Premises to be repaired by Landlord.

ARTICLE 7.

RETURN OF PREMISES

7.1. Surrender of Possession. No act by Landlord shall be an acceptance of a surrender of the Premises, and no agreement to accept a surrender of the Premises shall be valid unless it is in writing and signed by Landlord. At the end of the Term or the termination of Tenant’s right to possess the Premises, the parties will perform a “walk through” at the Premises to inspect the current state of same and Tenant shall:

(a) Deliver to Landlord the Premises with all improvements located thereon (except as otherwise stated herein) in good repair and condition, reasonable wear and tear (subject however to Tenant’s maintenance obligations) excepted, and with the HVAC system and hot water equipment, light and light fixtures and overhead doors and related equipment in good working order, and in general terms in the same condition that the Premises were initially delivered to Tenant in accordance to the initial Commencement Memorandum,

(b) Deliver to Landlord all keys to the Premises,

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(c) Deliver to Landlord within sixty (60) days of the termination, proof of the Premises fully paid utility bills throughout the date of surrender of possession, and

(d) Remove without damage, or so long as Tenant repairs any damage caused by such removal, all signage placed on the Premises, the Building, or the Land by or at Tenant’s request.

All fixtures, alterations, additions, and improvements (whether temporary or permanent) shall be Landlord’s property and shall remain on the Premises except as provided in the next sentence. Tenant may remove without damage, or so long as Tenant repairs any damage caused by such removal, all improvements, trade fixtures, furniture, and personal property placed in the Premises by Tenant (but Tenant shall not remove any such item which was paid for, in whole or in part, by Landlord unless otherwise agreed to in writing.). Tenant shall remove and retain all capital equipment it has installed at the Premises, at its expense. All work required of Tenant under this section 7.1 shall be done in a good and workmanlike manner, in accordance with all applicable laws.

7.2. Survival. All obligations of Tenant under this Article 7 shall survive the expiration of the Term or other termination of this Lease, subject to move out inspection between Tenant and Landlord, at which time Tenant and Landlord will verify that items are left in condition they were received, with normal wear and tear. Tenant’s obligation to repair identified items during inspection will survive the term of the lease.

ARTICLE 8.

HOLDING OVER

Tenant shall pay Landlord for each day Tenant retains irregular possession (“Hold Over”) of the Premises or any part thereof after termination of this Lease, as provided for hereunder, by lapse of time or otherwise, or of Tenant’s right to possession of the Premises, an amount which is one and a half the amount of Monthly Rent for the first 30-day period in which such possession occurs, and double the amount of Monthly Rent for any period thereafter, calculated as though such period were within the Term, and Tenant shall also be responsible for all other obligations under this lease during any Hold Over period. Nothing contained in this section shall be construed or operate as a waiver of Landlord’s right of re-entry or any other right or remedy of Landlord. No payments of money by Tenant to Landlord after the Term shall reinstate, continue or extend the Term and no extension of this Term shall be valid unless it is otherwise agreed in writing and signed by Landlord and except as provided by Article 27 herein, Tenant hereby waives the provisions contained in Article 1762, 1763 and 1764 of the Civil Code for the State of Tamaulipas (the “Code”) and the provisions contained in Articles 1813 and 1814 of the Code regarding the waiver of the right to extend the Lease beyond the Lease Term and the waiver of the right to continue with the Lease for an indefinite period of time after the expiration of the Lease Term. Furthermore, Tenant will indemnify and hold harmless Landlord against all damages, costs, losses, liabilities, claims and expenses, including attorneys’ fees, which Landlord incurs on account of Tenant’s failure to vacate and surrender the Premises upon termination of this Lease.

ARTICLE 9.

RULES AND REGULATIONS

Tenant agrees to observe and not to interfere with the rights reserved to Landlord contained in Article 10 hereof and agrees, for itself, its employees, agents, contractors, invitees and licensees, to comply with the Rules and Regulations set forth in Exhibits D and E attached to this Lease and made a part hereof.

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ARTICLE 10.

RIGHTS RESERVED TO LANDLORD

10.1. Rights Reserved to Landlord. Landlord reserves the following rights, through a written notice to Tenant, unless in the event of an emergency or except as provided for in section 6.3, and without liability to Tenant for damage or injury to property, person or business and without effecting an eviction or disturbance of Tenant’s use or possession or giving rise to any claim for setoff or abatement of Rent or affecting any of Tenant’s obligations under this Lease:

(a) Approve any exterior signage, which approval shall not be unreasonably withheld.

(b) During the last six (6) months of the Term, to show Premises to prospective tenants. Landlord shall have reasonable, direct and unrestricted access to and from the Premises to make repairs in conjunction with section 6.3 in or to the Building or any part thereof, and any adjacent land, street or alley. The aforementioned shall be carried out in a way that does not negatively affect Tenant’s Permitted Uses. Access to the Premises shall be conducted in accordance with section 6.3.

ARTICLE 11.

ALTERATIONS

11.1. Alterations. Tenant shall not, without the prior written consent of Landlord, make any alterations, additions or improvements to the Premises, when such:

(a) Represent a cost of Twenty Thousand 00/100 dollars ($20,000.00) or more, or

(b) Would alter the general appearance or the structure of the Premises.

Notwithstanding the foregoing, Landlord shall respond to all consent requests within fifteen (15) calendar days from receipt of request. Landlord’s consent hereunder shall not be unreasonably withheld. If Landlord consents to such alterations, additions or improvements, Tenant shall furnish to Landlord for approval (same that shall not be unreasonably withheld) any plans and specifications, names and addresses of contractors, copies of contracts, necessary permits and licenses, lien releases, and instruments of indemnification (including all necessary insurance) against any and all claims, costs, expenses, damages and liabilities which may arise in connection with such work. All alterations, additions and improvements shall be installed in a good, workmanlike manner. Tenant further agrees to hold Landlord harmless from any and all liabilities of every kind and description which may arise out of or be connected in any way with said alterations, additions or improvements. Upon completing any alterations, additions or improvements, Tenant shall furnish Landlord with contractors’ affidavits or equivalent documents reasonably required by Landlord , and full and final waivers of lien and receipted bills covering all labor and materials expended and used. All alterations, additions and improvements shall comply with all insurance requirements and with all applicable laws and regulations.

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ARTICLE 12.

ASSIGNMENT AND SUBLETTING

12.1. Assignment and Subletting. Tenant shall not, without the prior written consent of Landlord, which shall not be unreasonably withheld, in each instance:

(a) Sublet the Premises or assign, transfer, mortgage, pledge or encumber or permit to exist upon or be subjected to any lien or charge, this Lease or any interest under it;

(b) Allow to exist or occur any transfer of or lien upon this Lease or Tenant’s interest herein;

(c) Permit the use or occupancy of the Premises or any part thereof for any purpose not provided for under Article 4 of this Lease.

In no event shall this Lease be assigned or assignable by voluntary or involuntary bankruptcy or insolvency proceedings or otherwise, and in no event shall this Lease or any rights or privileges hereunder be an asset of Tenant under any bankruptcy or insolvency proceedings. Notwithstanding the aforementioned, Tenant shall have the right, prior written notice to Landlord, to assign, sub-let and transfer this Lease and/or any interest under it to any of its parent companies, affiliates or subsidiaries, provided Tenant and Guarantor remain obligated under this Lease and Guaranty.

12.2. Tenant to Remain Obligated. Consent by Landlord to any subletting, use or occupancy, shall not operate to relieve Tenant from any covenant or obligation hereunder. Tenant shall pay all of Landlord’s reasonable costs, charges and expenses, including attorney’s reasonable fees, incurred in connection with any assignment, transfer, lien, charge, subletting, use or occupancy made or requested by Tenant.

12.3. Change of Control. Notwithstanding anything to the contrary in this Article 12 , if Tenant is a corporation (other than a corporation the stock of which is publicly traded) and if during the Term of this Lease, the ownership of the shares of stock which constitute control of Tenant changes other than by reason of gift or death, Tenant shall notify Landlord of such change within thirty (30) days of closing thereof (the “Notice Date”) and include in the notice to be provided to Landlord, the audited financial statements for the new ownership entities as available. Landlord, shall have the right to review financials of such new ownership entities to confirm that such entity is financially able to perform under the terms of this Agreement. Landlord shall have thirty (30) days from the Notice Date to respond to Tenant as follows: (a) that this Lease Agreement continues to be in full force and effect, or (b) except in the instance of an assignment of a wholly owned subsidiary of Tenant if after review of financials, Landlord determines, at its discretion, the financial inability of such entity to perform under the terms hereof, Landlord at its option, may at any time thereafter terminate, without liability and without any Court order, this Lease by giving Tenant written notice of said termination at least sixty (60) days prior to the date of termination stated in the notice. Failure by Landlord to respond within such thirty (30) days shall be construed as Landlord’s acceptance of the new ownership, and that the Lease Agreement continues to be in full force and effect. The term “control” as used herein means the power to directly or indirectly direct or cause the direction of the management or policies of Tenant. If Tenant is a partnership (general or limited) and if during the Term of this Lease, the ownership of the partnership interests which constitute control of Tenant changes other than by reason of gift or death, the provisions hereinabove set forth relating to a Tenant which is a corporation which is not publicly traded shall apply and references to ownership of stock shall be deemed to refer to ownership of partnership interests in said partnership.

12.4. Landlord’s Consent. Except as otherwise provided above, the parties agree that Landlord will have the discretional right to approve or disapprove any assignment or sublease referred to in this Section 12 and Tenant therefore waives its rights contained in Article 1818 fraction II of the Civil Code for the State of Tamaulipas (the “Code”).

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ARTICLE 13.

WAIVER OF CERTAIN CLAIMS; INDEMNITY

13.1. WAIVER OF CERTAIN CLAIMS; INDEMNITY BY TENANT. TO THE EXTENT NOT EXPRESSLY PROHIBITED BY LAW, TENANT RELEASES LANDLORD AND ITS AGENTS, SERVANTS AND EMPLOYEES, FROM AND WAIVES ALL CLAIMS FOR DAMAGES TO PERSON OR PROPERTY SUSTAINED BY TENANT OR BY ANY OCCUPANT OF THE PREMISES OR THE BUILDING, OR BY ANY OTHER PERSON, RESULTING DIRECTLY OR INDIRECTLY FROM FIRE OR OTHER CASUALTY, OR FROM ANY EQUIPMENT OR APPURTENANCE THEREIN, OR FROM ANY ACT OR NEGLECT OF TENANT EXCEPT FROM ANY ACTS OF OR NEGLIGENCE FROM LANDLORD.

13.2. Damage to Premises or Building. If any damage to the Premises or the Building or any equipment or appurtenance therein, belonging to Landlord, results from any act or negligence of Tenant, its employees, agents, contractors, licensees or invitees, Tenant shall be liable therefor.

13.3. Indemnification. Tenant shall defend, indemnify, and hold Landlord and its agents, servants and employees harmless and to indemnify each of them against all liabilities, damages, costs, and expenses, including attorneys’ fees, for injuries to all persons and damage to or theft or misappropriation or loss of property occurring in or about the Premises arising from Tenant’s occupancy of the Premises or the conduct of its business or from any activity, work, or thing done, permitted or suffered by Tenant in or about the Premises or from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this Lease or due to any other act or omission of Tenant, its agents, contractors, invitees, licensees or employees. Tenant’s obligation to indemnify Landlord hereunder shall include the duty to defend against any claims asserted by reason of any such claims or liabilities and to pay any judgments, settlements, costs, fees and expenses, including reasonable attorneys’ fees, incurred in connection therewith.

Landlord shall defend, indemnify and hold Tenant harmless against all liabilities, damages, costs, and expenses, including attorneys’ fees, arising from any negligent or wrongful act or omission of Landlord or Landlord’s agents, contractors, invitees, licensees or employees on or around the Premises as a result of any act, omission or negligence of Landlord, or Landlord’s agents, contractors, invitees, licensees or employees, or arising from any breach of this Lease by Landlord. Landlord’s obligation to indemnify Tenant hereunder shall include the duty to defend against any claims asserted by reason of any such claims or liabilities and to pay any judgments, settlements, costs, fees and expenses, including reasonable attorneys’ fees, incurred in connection therewith.

13.4. Exemption from Liability. Landlord shall not be liable for any damage or injury to the persons, business (or any loss of income), goods, inventory, furnishings, fixtures, equipment, merchandise or other property of Tenant, Tenant’s employees, invitees, customers or any other person in or about the Premises, when the damage or injury is caused by or results from: (a) fire, steam, electricity, water, gas or wind (unless damage derives from a structural defect); (b) the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures installed or otherwise maintained by Tenant; or (c) any act or omission of any other person entering the Property other than employees or any person under Landlord’s control. The provisions of this section 13.4 shall not, however, exempt Landlord from liability for Landlord’s negligence.

13.5 In no event shall Tenant have any liability under this Lease for any special, incidental, punitive, exemplary, indirect or consequential damages, including but not limited to lost profits, loss of production, loss of revenues, interest, capital, financing, good will, use, business reputation, opportunity or productivity, howsoever arising, even if Landlord has been advised of the possibility of such damages.

In no event shall Landlord have any liability under this Lease for any special, incidental, punitive, exemplary, indirect or consequential damages, including but not limited to lost profits, loss of production, loss of revenues, interest, capital, financing, good will, use, business reputation, opportunity or productivity, howsoever arising, even if Tenant has been advised of the possibility of such damages.

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ARTICLE 14.

DAMAGE OR DESTRUCTION BY CASUALTY

14.1. Damage or Destruction by Casualty. Tenant shall notify Landlord of any material damage to the Premises as soon as possible, and no later than ten (10) days from taking notice of such damage, regardless of the cause of damage. If the Premises or the Building shall be damaged by fire or any force majeure or act of God casualty and if such damage does not render all or a substantial portion of the Premises or the Building unfit for the agreed uses, then Landlord shall proceed to repair and restore the same with reasonable promptness, subject to reasonable delays for insurance adjustments and delays caused by matters beyond Landlord’s control. If any such damage renders all or a substantial portion (more than 30%) of the Building unfit for the agreed uses, Landlord shall, with reasonable promptness after the occurrence of such damage, estimate the length of time that will be required to substantially complete the repair and restoration of such damage and shall, by written notice, advise Tenant of such estimate. If it is so estimated that the amount of time required to substantially complete such repa