LEASE AGREEMENT

Exhibit 10.1

LEASE AGREEMENT

FROM

TOWNSEND SUMMIT, LLC,
LANDLORD

TO

DIODES FABTECH, INC.
(formerly known as FabTech, Inc.)
TENANT

DATED: September 1, 2006

Table of Contents

i

EXHIBITS

ii

AMENDED AND RESTATED LEASE AGREEMENT

           THIS AMENDED AND RESTATED LEASE AGREEMENT (this “ Lease ”) is made as of this 1st day of September, 2006 (the “ Effective Date ”), between TOWNSEND SUMMIT, LLC, a Delaware limited liability company (the “ Landlord ”) having an office at c/o Townsend Capital, LLC, 210 West Pennsylvania Avenue, Suite 700, Towson, Maryland 21204 and DIODES FABTECH, INC., a Delaware corporation (the “ Tenant ”) formerly know as FabTech, Inc., and having an office at 777 N.W. Blue Parkway, Lee’s Summit, Missouri 64086-5709.

W I T N E S S E T H :

     WHEREAS, the Landlord and FabTech, Inc. are parties to that certain Summit Technology Center Lease dated October 29, 1999, as amended by that certain First Lease Amendment dated September 30, 2004 (but effective as of August 1, 2004) (collectively, the “ Initial Lease ”).

     WHEREAS, the parties hereto desire to extend the lease term, and to amend and clarify certain provisions of the Initial Lease to more accurately reflect the agreement of the parties and to more accurately reflect, among other things, the facts and circumstances concerning (a) the area and layout of the Premises (as defined below), and (b) the services provided to the Building (as defined below) and/or Premises and the responsibility of the parties with respect thereto, as the same now exist.

     WHEREAS, the parties hereto agree, by this Lease, to amend and restate the Initial Lease in its entirety and to replace the same with the following:

           1. PREMISES DEMISED.

               (a) Landlord leases and demises to Tenant and Tenant rents and leases from Landlord

               (i) that portion of the Project (the “ Primary Premises ”) which is shown on Exhibit A-1 attached hereto and made a part hereof (and is depicted thereon as “FabTech 73,785 RSF”) containing 73,785 rentable square feet (“ RSF ”) which is located in the north building (the “ Building ”) of that certain group of buildings known as the Summit Technology Campus, Lee’s Summit, Missouri (collectively, the “ Project ”),

               (ii) portions of the basement in the Building, which are shown on Exhibit A-2 attached hereto and made a part hereof (which are depicted thereon as (A) “FABTECH 31,693 SF”, (B) “FABTECH 29,267 SF”, and (C) “FABTECH 7,534 SF”, and referred to herein, collectively, as “ FabTech — Basement Area ”),

               (iii) an enclosed space adjacent to the Primary Premises and outside of the Building for the installation and operation of a deionized water generation system and reserve air compressor tank which is shown on Exhibit A-3 attached hereto

and made a part hereof (and is depicted thereon as “FabTech DI Water Enclosure 6,509 Sq. Ft.”, and referred to herein, as the “ DI Space ”),

               (iv) an enclosed area outside of the Building for Tenant to collect and store, among other things, hazardous waste generated at the Primary Premises which is shown on Exhibit A-3 (and is depicted thereon as “FabTech Haz Storage & Silane Bunker 1,121 Sq. Ft.”, and referred to herein, as the “ Storage Area ”),

               (v) the area outside of the Building for the operation of (x) a hydrogen system, and/or (y) an oxygen system, which area is shown on Exhibit A-3 (and is depicted thereon as “FabTech Hydrogen System 21,554 Sq. Ft.”, and referred to herein, as the “ Hydrogen Area ”),

               (vi) the area outside of the Building for the operation of a nitrogen system which is shown on Exhibit A-3 (and is depicted thereon as “FabTech Nitrogen System 6,500 Sq. Ft.”, and referred to herein, as the “ Nitrogen Area ”),

               (vii) through and including December 31, 2006, the area outside of the Building shown on Exhibit A-3 as “FabTech Oxygen System to be relocated to the DI Space by 12/31/06”, and thereafter the DI Space for the operation of an oxygen system (such area, the “ Oxygen Area ”),

               (viii) the area identified on Exhibit A-3 as “FabTech New Caustic Area 870 Sq. Ft.” for the operation of a caustic system (such area, the “ Caustic Area ”), and

               (ix) through and including December 31, 2006, the truck turn-around area at the northeast corner of the Building for use of Tenant’s recycling dumpster, and thereafter the area identified on Exhibit A-3 as “Fabtech Dumpster Compactor Location 920 Sq. Ft.” (such area, the “ Dumpster Location ”).

The (1) Primary Premises, (2) FabTech-Basement Area, (3) DI Space, (4) Storage Area, (5) Hydrogen Area, (6) Nitrogen Area, (7) Oxygen Area, (8) Caustic Area, and (9) the Dumpster Location, shall hereinafter collectively be referred to as the “ Premises ”.

               (b) The parties agree that for purposes of this Lease, the total RSF of the Project is 1,037,985 RSF, the total RSF of the Building is 553,960 RSF, and the total RSF of the Primary Premises is 73,785 RSF.

               (c) The Project and the land upon which the Project is located, more particularly described on Exhibit B attached hereto and by this reference incorporated herein (the “ Land ”), are referred to herein collectively as the “ Property ”.

               (d) The Premises shall include the appurtenant right to use, in common with others, (i) the cafeteria, public restrooms, public lobbies, entrances, stairs, corridors and elevators at the Building, (ii) subject to compliance with Legal Requirements and the provisions of Exhibit F attached hereto and made a part hereof, a portion of the roof for the installation, maintenance, operation and repair of the Specialized Cooling System (as hereinafter defined),

and (iii) the parking areas (subject to the provisions of Paragraph 1(e) below), driveways, sidewalks, open space and other public portions of the Project, subject in all instances and under all circumstances to Landlord’s right to alter, modify and, to the extent necessary, to temporarily block off access to portions of such public areas if Landlord deems it desirable or appropriate to do so provided Tenant, its employees and invitees shall always have reasonable access to the Premises and Tenant’s parking area. Notwithstanding the foregoing, Landlord may charge a fee (to be retained by Landlord as its sole property), which fee shall be charged on a consistent basis with all other tenants in the Building, for use of conference room(s), auditorium(s) and other similar facilities in the Building and may determine in its sole discretion the scheduling for usage thereof by tenants; PROVIDED, HOWEVER, Landlord shall have no obligation to provide any conference rooms, auditoriums or similar facilities in the Project. All the windows and outside walls of the Premises, and any space in the Premises used for shafts, pipes, conduits, ducts, telephone ducts and equipment, electric or other utilities, sinks or other Project or Building facilities, and the use thereof and access thereto through the Premises for the purposes of operation, maintenance, inspection, display and repairs are hereby reserved for use in common by Landlord and Tenant. No easement for light, air or view is granted or implied hereunder, and the reduction or elimination of Tenant’s light, air or view will not affect Tenant’s liability or obligations under this Lease.

               (e)  Parking Areas . Tenant shall have the right to use, without additional charge, a minimum of three hundred twenty-eight (328) parking spaces, such parking spaces to be located in that portion of the parking area in the Property designated on Exhibit A-3 as “FabTech Parking Area” for use by Tenant and its employees and visitors, subject, however, to the other terms and provisions of this Lease. Such parking spaces shall be available for use by Tenant and its employees on a non-exclusive basis in common with others entitled thereto. Tenant agrees to furnish Landlord upon request with the license numbers of all automobiles of Tenant and its employees, and agrees to update such list annually or upon the reasonable request of Landlord. If Tenant or its employees shall park their automobiles in areas other than appropriate areas designated on Exhibit A-3 , Landlord shall have the right with respect to each such automobile (i) to affix a notice of violation of this rule on such automobiles, (ii) to have such automobiles removed at Tenant’s expense (and Landlord shall have no liability in connection with any damage to such automobile resulting therefrom), and/or (iii) to fine Tenant $20 per day for each day or portion thereof such automobile(s) are parked in violation of this provision. Landlord shall have the right to enlarge, reduce and re-arrange the layout or location of the parking areas and Property lawns and other green space and to designate specific parking spaces for use by Tenant from time to time. If Landlord re-arranges the layout or location of the parking areas, Landlord shall undertake reasonable efforts to locate the parking area within reasonable proximity to the Premises. Tenant and its employees shall not park their automobiles within any fire lanes or driveways on the Property or within any areas in which parking is prohibited by applicable governing ordinance. Notwithstanding the foregoing, unless in connection with a permitted sublease or assignment pursuant to Section 10 hereof, Tenant shall not be permitted to sublet or assign the right to use any of the parking spaces or parking areas described in this Paragraph 1(e).

           2. TERM.

               (a)  Term . The term of this Lease (the “ Term ”) shall commence on the Effective Date and shall expire at 11:59 p.m. on December 31, 2013 (the “ Expiration Date ”), unless sooner terminated as herein provided.

               (b)  Early Termination Right . Effective any time after June 30, 2011, upon at least twelve (12) months prior written notice to Landlord, Tenant shall have the right to terminate this Lease upon the date specified in such notice (such date, hereinafter, the “ Early Termination Date ”). For any such notice to be effective, Landlord must receive a termination fee, on or before the Early Termination Date, equal to fifty percent (50%) of the amount of Base Rental that otherwise would have been owed for the remainder of the Term from the Early Termination Date (not to exceed $718,665.90).

           3. RENTAL.

               (a)  Base Rental . Tenant shall pay to Landlord at the address of Landlord indicated herein, or at such other place as Landlord may designate in writing, without demand, deduction or setoff, base rental (said rent, as the same may be adjusted from time to time, is herein referred to as the “ Base Rental ”), due and payable in monthly installments (the “ Monthly Base Rental ”) in advance commencing on the Effective Date and continuing thereafter on the first (1st) day of each calendar month during the Term (hereinafter, a “ Payment Date ”). The Monthly Base Rental due and payable during the Term shall be in amounts as set forth below:

Should this Lease terminate on any date other than the last day of a calendar month, the amount of Base Rental (and consequently the amount of the Monthly Base Rental) due from Tenant shall be proportionately adjusted based on that portion of the month that this Lease is in effect. Tenant shall also pay all other sums of money that shall become due from Tenant under this Lease other than Base Rental (“ Additional Rent ”) without deduction, offset or counterclaim within the time periods set forth herein, and if no such period is established, then within fifteen (15) days of receipt of Landlord’s written demand therefor containing the amount due and a reasonably detailed statement as to the nature of such Additional Rent. As used in this Lease, “ Rent ” shall mean Base Rental and Additional Rent.

               (b)  No Setoff Deduction, Counterclaim or Abatement . Tenant shall pay any and all Base Rental, Additional Rent and costs, expenses and obligations of every kind and nature whatsoever relating to the Premises without setoff, deduction, counterclaim or abatement, except as specifically and expressly (and not impliedly) provided in this Lease.

               (c)  Use and Occupancy Tax . Tenant shall also pay before any penalties or fines are assessed to the appropriate governmental authority any use and occupancy tax in connection with the Premises. In the event Landlord is required by law to collect such tax, Tenant shall pay such use and occupancy tax to Landlord as Additional Rent within fifteen (15) days of demand and Landlord shall remit any amounts so paid to Landlord to the appropriate governmental authority in a timely fashion.

               (d)  Utility Charges . Tenant shall pay to Landlord, as Additional Rent, the cost of all utility services used by Tenant at or in connection with the Premises as determined by sub-meter. Tenant shall be invoiced, on a monthly basis, at Landlord’s actual average cost per kilowatt-hour, or (if it is able to be determined) based on the actual tariff rate for electricity supplied to the Project, as determined by the monthly utility company invoice. If some or all of the sub-meters are not operable for any period of time during the Term hereof, Tenant shall pay to Landlord an amount (for such utility services used during such time period that the sub-meter(s) are inoperable) as determined in Landlord’s reasonable judgment of Tenant’s usage based upon past meter readings at the Premises, and all other available relevant data.

               (e)  Additional Rent not Base Rental . Tenant’s payments of Additional Rent shall not be deemed payments of Base Rental as that term is construed relative to governmental wage and price controls or analogous governmental actions affecting the amount of Rent which Landlord may charge Tenant for the Premises.

               (f)  Late Charge . Tenant acknowledges that Tenant’s failure to pay Base Rental and Additional Rent promptly may cause Landlord to incur unanticipated costs

which are impractical or extremely difficult to ascertain and may include, without limitation, processing and accounting charges and late charges imposed on Landlord by any ground lease, mortgage or deed of trust. As a result, if Landlord does not receive any payment within ten (10) days of the due date, Tenant shall pay Landlord, a late charge equal to five percent (5%) of the overdue amount, compounded monthly, which charge Landlord and Tenant agree represents a fair and reasonable estimate of the costs Landlord will incur by reason of late payment. Landlord’s acceptance of the late charge shall in no event constitute a waiver of Tenant’s default with respect to any overdue amount nor prevent Landlord from exercising any other rights or remedies granted under this Lease and/or applicable law.

           4. DELIVERY OF THE PREMISES.

          On the Effective Date, Landlord shall deliver the Premises to Tenant, in “AS IS, WHERE IS,” condition, subject to all defects, if any.

           5. ACCEPTANCE OF THE PREMISES.

          Tenant hereby accepts possession of the Premises effective as of the Effective Date and hereby acknowledges and agrees that the Premises are in good and satisfactory order, condition and repair for the use intended under this Lease. Tenant shall, at Tenant’s sole cost and expense, keep the Premises and every part thereof, other than exterior portions (exterior walls, roof, etc.) and structural components, in good condition and repair, excluding, however, any damage thereto from (a) fire or other casualty, (b) ordinary wear and tear, (c) condemnation, (d) the negligent acts or willful misconduct of Landlord, its agents, employees, invitees, contractors, subcontractors and others for whom Landlord is legally responsible, and (e) any breach of any of Landlord’s obligations under this Lease alone excepted. Landlord shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof except as otherwise expressly provided herein or agreed upon in writing by Landlord, and the parties hereto affirm that Landlord has made no representations to Tenant respecting the condition of the Premises, the Building or the Property except as specifically herein set forth in writing.

           6. USE.

               (a) The Primary Premises hereby leased may be used only for general office use and the manufacture of semi-conductors and uses accessory and incidental thereto and no other uses.

               (b) The FabTech – Basement Area may be used only for (i) mechanical, electrical and/or plumbing service to the Premises, (ii) waste treatment, (iii) use as a machine shop, (iv) the storage of materials in compliance with all Legal Requirements, and for no other purpose.

               (c) The DI Space shall be used for the installation and operation by Tenant, subject to compliance with all of the other terms and conditions of this Lease, of the DI Water System for the provision of deionized water to the Premises.

               (d) The Storage Area shall be used for (i) storage, including, specifically, the collection and storage of Hazardous Materials (as defined below) generated by Tenant at the Premises, subject to compliance with all of the other terms and conditions of this Lease (including, without limitation, Paragraph 9), and (ii) the operation by Tenant, subject to all of the other terms and conditions of this Lease, of a system for the delivery of silane gas to the Premises.

               (e) The Hydrogen Area shall be used for the operation by Tenant, subject to all of the other terms and conditions of this Lease, of systems for the generation of hydrogen and/or oxygen and for the provision of the same to the Premises, and for no other purpose.

               (f) The Nitrogen Area shall be used for the operation by Tenant, subject to all of the other terms and conditions of this Lease, of a nitrogen system for the provision of nitrogen to the Premises, and for no other purpose.

               (g) The Oxygen Area shall be used for the operation by Tenant, subject to all of the other terms and conditions of this Lease, of an oxygen system for the provision of oxygen to the Premises.

               (h) The Caustic Area shall be used, subject to all of the other terms and conditions of this Lease, for the provision of caustic to the Premises.

Tenant agrees to conduct its business in the manner and according to the generally accepted business principles of the business or profession in which Tenant is engaged. Tenant shall conduct its operations and activities so as not to disrupt or interfere with any tenants of Landlord. Tenant expressly acknowledges and agrees that any and all of the foregoing permitted uses must be conducted in accordance with all other terms and provisions of this Lease, including all Legal Requirements.

               (i) Notwithstanding anything to the contrary provided in Paragraph 6(a), Tenant shall not use or occupy the Premises or any portion thereof, permit or suffer the same to be used or occupied and/or do, or permit or suffer anything to be done, in or on the Premises or any part thereof, that would, in any manner or respect:

               (i) violate any certificate of occupancy or Legal Requirement (as defined below) in force relating to the Premises or the Rules (as hereinafter defined);

               (ii) make void or voidable any insurance then in force with respect to the Premises, or render it impossible to obtain fire or other insurance thereon required to be furnished by Landlord or Tenant under this Lease;

               (iii) cause structural or other injury to the Premises, or constitute a private or public nuisance or waste;

               (iv) render the Premises incapable of being used or occupied after the expiration or sooner termination of the term of this Lease for the purposes for which the same were permitted to be used and occupied on the day upon which Tenant first opened for business at the Premises, except for ordinary wear and tear and damage by fire or other casualty and repairs for which Tenant is not responsible under this Lease; and/or

               (v) violate the provisions of Paragraph 9 hereof .

           7. TENANT’S IMPROVEMENTS AND CARE OF THE PREMISES.

               (a) (i) Upon the written consent of Landlord, not to be unreasonably withheld, conditioned, or delayed, and upon Landlord’s cooperation in providing appropriate space, locations, and access, Tenant may complete tenant improvements within the Premises as described in this article and in accordance with Exhibit D (the “ Tenant Improvements ”) substantially in accordance with Tenant’s Plans and Specifications (as defined in Exhibit D ) and in a commercially reasonable and workmanlike manner, in compliance with all certificates, permits, and required approvals, applicable laws, statutes, ordinances, orders, codes, rules and regulators of all federal, state, county, city and local departments and agencies, including, without limitation, the Americans with Disabilities Act of 1990 (as amended), unless relating to the entrances to the Building or the common areas of the Building (collectively, the “ Legal Requirements ”), and free of all construction liens and claims. All materials used by Tenant shall be of commercially reasonable quality, or otherwise approved by Landlord in its sole, reasonable discretion. Tenant shall be responsible for obtaining all certificates of occupancy for the Premises and Landlord shall reasonably cooperate with Tenant in obtaining any such certificate at no out-of-pocket expense to Landlord, unless relating to common areas of the Building (including parking areas and sidewalks), which shall be Landlord’s responsibility.

                    (ii) Tenant has installed a dedicated cooling system (consisting of two 500 ton air-cooled rotary chillers, two new air-handling units, heat exchanger, two process water centrifugal pumps and associate chilled water piping) to provide cooling and humidity control for Tenant’s clean room, epi, and process cooling requirements (the “ Specialized Cooling System ”) which shall be and remain the property of Tenant.

               (b) Subject to the terms and conditions set forth at Paragraph 7(a) above, Tenant

                    (i) shall, at Tenant’s sole cost and expense,

     (A) Relocate or remove Tenant’s oxygen system from its present location at the Property (as depicted on Exhibit A-3 ) to the DI Space, on or before December 31, 2006.

     (B) Install screening for the Hydrogen Area. The screening shall consist of a permanent building to house the hydrogen generating system and a screening system of not less

than ten feet high around the balance of the hydrogen storage and distribution system. The location and type of the permanent building and the screening system shall be subject to the prior approval of Landlord, which shall not be unreasonably withheld, conditioned or delayed. Such screening of the Hydrogen Area shall be completed no later than December 31, 2006; and

     (C) Relocate Tenant’s recycling dumpster from its present location in the truck turn-around area at the northeast corner of the Building to the Dumpster Location, on or before December 31, 2006.

     (D) Provide a method for the dip tanks located in its production areas to be automatically dumped in the event of electrical power failure, on or before June 30, 2007. Within 30 days of execution of the Lease, Landlord shall pay to Tenant One Hundred Twenty-Eight Thousand Dollars ($128,000.00) toward the cost and installation of such system. Tenant shall be responsible for all other costs and expenses associated with the purchase, installation and operation of the system. Landlord shall not unreasonably withhold, condition, or delay approval for installation.

                    (ii) may, at Tenant’s sole cost and expense:

     Install a security card access system for Tenant’s Premises doors or other reasonable security measures; provided, however, the location of any such system and its components shall be subject to the Landlord’s consent, not to be unreasonably withheld, conditioned or delayed.

In addition to the foregoing, Tenant hereby covenants and agrees that it will not extend or renew any existing agreement (nor enter into any new agreement) with Air Products and Chemicals, Inc. (or any other entity or individual) with respect to hydrogen and/or nitrogen services and/or systems at the Property, without the prior written consent of Landlord, which consent may not be unreasonably withheld, but may be conditioned upon acceptable resolution of issues and discussion between Landlord and any such system provider, as determined by Landlord in its sole judgment.

               (c) Except for the obligations of Landlord contained in Paragraph 8 below or elsewhere in this Lease, Tenant will take good care of the Premises and shall be responsible, at Tenant’s sole cost and expense, for the operation, maintenance, repair and replacement of all of the Tenant Improvements and all other improvements constructed by Tenant or Landlord, as well as the mechanical equipment, fixtures and appurtenances therein (including, without limitation, any production lines or facilities, clean rooms, deionized water generation systems, hydrogen systems, nitrogen systems, oxygen systems, caustic systems, process water systems, water chiller systems, hot water systems, electric boiler systems,

compressed air systems, vacuum systems, air handling units, re-circulation units, the Base Cooling System (as defined at Paragraph 8(e)(i) below), the Tenant’s Specialized Cooling System, and any other specialized equipment used by Tenant), and will neither commit nor suffer any active or permissive waste or injury thereof. In addition to the foregoing, except as set forth at Paragraph 8(e)(v) below, Tenant shall be responsible for the operation, maintenance, repair and replacement of the Hydrogen and Nitrogen Lines (as defined at Paragraph 8(e)(v) below). Furthermore, Tenant’s responsibilities also include, but shall not be limited to, janitorial service, the cleaning of draperies, the shampooing and/or re-stretching of the carpeting located in the Premises, and the regular painting and decorating of the Premises so as to maintain the Premises in a good condition and state of repair. All such repair work and maintenance and any alterations permitted by Landlord shall be done at Tenant’s sole cost and expense by contractors selected by Tenant and approved by Landlord, which approval Landlord agrees not to unreasonably withhold, condition or delay. Subject to the provisions of Paragraph 14 below, Tenant shall, at Tenant’s expense, promptly repair any injury or damage to the Premises or Building caused by the misuse or neglect thereof by Tenant, by Tenant’s contractors, subcontractors, customers, employees, licensees, agents, or invitees permitted or invited (whether by express or implied invitation) on the Premises by Tenant, or by Tenant moving in or out of the Premises.

               (d) Unless required to be performed pursuant to Paragraphs 7(a) or 7(b) above, or 7(h) below, Tenant will not, without Landlord’s prior written consent (not to be unreasonably withheld, conditioned, or delayed), make alterations, additions or improvements in or about Premises (other than mere decorations) and will not do anything to or on the Premises which will increase the rate of fire or other insurance on the Building or the Property. Except as set forth on Exhibit H attached hereto and made a part hereof, all existing alterations, additions and improvements of a permanent nature made or installed by or on behalf of Tenant in the Premises shall become the property of Landlord at the expiration or earlier termination of this Lease. Prior to the installation of any future alterations, additions or improvements of a permanent nature at the Premises, the parties shall agree in writing (such writing, hereinafter, a “ Written Decision ”) whether such items (i) shall remain at the Premises and become the property of the Landlord at the expiration or earlier termination of this Lease, or (ii) shall be removed by Tenant at the expiration or earlier termination of this Lease. If Tenant is required to remove any such alterations, additions or improvements, such removal shall be made at Tenant’s sole cost and expense, and Tenant shall repair and restore the Premises to their condition prior to such alteration, addition or improvement, reasonable wear and tear, unrepaired casualty, and condemnation excepted. To the extent, in violation of this Lease, the Tenant installs any permanent alterations, additions or improvements without obtaining a Written Decision, in addition to any other right or remedies Landlord may have under this Lease, Landlord reserves the right to remove any and all of such items and Tenant’s cost and expense. Any sum expended by Landlord in connection with the removal of any permanent alterations, additions and/or improvements in accordance with this Section 7(d) shall constitute Additional Rent.

               (e) No later than the last day of the Term or earlier termination as provided herein, Tenant will remove all Tenant’s personal property and repair all injury done by or in connection with installation or removal of said property and surrender the Premises (together with all keys, access cards or entrance passes to the Premises and/or Building) in as good a condition as they were at the beginning of the Term, reasonable wear and tear, unrepaired casualty, and damage caused by condemnation, the negligent acts or willful misconduct of

Landlord, its agents, employees, invitees, contractors, subcontractors and others for whom Landlord is legally responsible, or any breach of any of Landlord’s obligations under this Lease, excepted. Except as may be agreed by Landlord and Tenant in writing, all property of Tenant remaining in the Premises after expiration or earlier termination of the Term shall be deemed conclusively abandoned and may be removed by Landlord, and Tenant shall reimburse Landlord for the cost of removing the same, other than any property required hereunder or by Landlord to remain on the Premises, subject however, to Landlord’s right to require Tenant to remove any improvements or additions made to the Premises by Tenant pursuant to Paragraph 7(d) above.

               (f) (i) In doing any work in the Premises, Tenant will use only contractors or subcontractors consented to by Landlord in writing (which consent Landlord agrees not to unreasonably withhold, condition or delay) prior to the time such work is commenced. Further, in connection with any work in the Premises that is expected to (or Landlord reasonably believes will) cost in excess of $50,000.00, at Tenant’s option, either (A) Tenant, at its expense, shall obtain prior to commencement of any work in the Premises a performance and payment bond from its contractor, on the latest edition of the A.I.A. form, covering such contractor’s obligations, in which Landlord shall be named as a dual obligee, in the total amount of the cost of the work to be performed, or (B) ALL SUCH CONTRACTORS APPROVED IN WRITING BY LANDLORD AND THEIR SUBCONTRACTORS AND MATERIALMEN WILL BE REQUIRED TO EXECUTE AND DELIVER TO LANDLORD A FULL AND FINAL LIEN WAIVER WITH RESPECT TO THE WORK TO BE PERFORMED OR MATERIALS TO BE PROVIDED BY SUCH CONTRACTOR, SUBCONTRACTOR OR MATERIALMAN IN ADVANCE OF PERFORMING ANY WORK IN OR PROVIDING ANY MATERIALS TO THE PREMISES.

                    (ii) Tenant shall promptly bond off in a manner reasonably acceptable to Landlord or otherwise release of record any lien or claim of lien for material or labor claimed against the Premises or Building, or both, by such contractors, subcontractors or materialmen if such claim should arise by virtue of work contracted for by Tenant, and hereby indemnifies and holds Landlord harmless from and against any and all losses, costs, damages, expenses or liabilities including, but not limited to, reasonable attorney’s fees, incurred by Landlord, as a result of or in any way related to such claims or such liens. All work shall be performed in accordance with the Legal Requirements. If Tenant fails to bond off in a manner reasonably acceptable to Landlord or otherwise release of record any such lien within fifteen (15) days after Tenant receives notice thereof, Landlord may remove such lien by paying the full amount thereof or by bonding or in any other manner Landlord reasonably deems appropriate, without investigating the validity thereof and irrespective of the fact that Tenant may contest the propriety or the amount thereof, and Tenant, upon demand, shall pay Landlord the amount so paid out by Landlord in connection with the discharge of such lien, together with expenses incurred in connection therewith, including attorneys’ fees. Nothing contained herein shall be construed as a consent on the part of Landlord to subject Landlord’s estate in the Premises to any lien or liability under the laws of the State of Missouri.

               (g) All personal property brought into the Premises by Tenant, its employees, licensees and invitees shall be at the sole risk of Tenant, and Landlord shall not be liable for theft thereof or of money deposited therein or for any damages thereto, such theft or damage being the sole responsibility of Tenant.

          (h) (i) Tenant, at its expense, shall comply with all present or future Legal Requirements affecting the Premises and with any reasonable requirements of the insurance companies insuring Landlord against damage, loss or liability for accidents in or connected with the Premises to the extent that the same shall be applicable to (i) Tenant’s particular manner of use of the Premises (as opposed to its mere use thereof), (ii) alterations and improvements made by Tenant, or (iii) a breach by Tenant of its obligations under this Lease, it being understood that Tenant shall not be, and Landlord shall be, responsible for complying with Legal Requirements or insurance requirements imposed on the Building generally and which would have to be complied with whether or not Tenant was then in occupancy of the Premises. Nothing herein contained, however, shall be deemed to impose any obligation upon Tenant to make any structural changes or repairs unless necessitated by Tenant’s acts or omissions or by reason of a particular use by Tenant of the Premises. Landlord shall be responsible for complying with all Legal Requirements affecting the design, construction and operation of the Building, including structural portions of the Premises, entrances and common areas, or relating to the performance by Landlord of any duties or obligations to be performed by it hereunder.

                    (ii) The parties acknowledge that Title III of the Americans With Disabilities Act of 1990 and the regulations and rules promulgated thereunder, as all of the same may be amended and supplemented from time to time (collectively referred to herein as the “ ADA ”) establish requirements for accessibility and barrier removal, and that such requirements may or may not apply to the Premises and the Property depending on, among other things: (1) whether Tenant’s business is deemed a “public accommodation” or “commercial facility”, (2) whether such requirements are “readily achievable”, and (3) whether a given alteration affects a “primary function area” or triggers “path of travel” requirements. The parties hereby agree that: (a) Landlord shall be responsible for ADA Title III compliance in the common areas, (b) Tenant shall be responsible for ADA Title III compliance within the Premises, and (c) Landlord may perform, or require that Tenant perform, and Tenant shall be responsible for the cost of, ADA Title III “path of travel” requirements within the Premises.

           8. LANDLORD’S SERVICES AND OBLIGATIONS.

               (a) Provided no Event of Default (as hereinafter defined) exists, Landlord shall furnish the following services to the Building:

               (i) Air conditioning and heating for interior common areas of the Property being actively used (during heating and cooling seasons determined by Landlord) during Ordinary Business Hours (“ Building Standard HVAC Services ”). Building Standard HVAC Services shall not include Tenant Specialized HVAC Systems.

“ Tenant’s Specialized HVAC Systems ” shall mean (A) any special space conditioning systems or equipment required to accommodate Tenant’s operation, or to accommodate environmental criteria such as temperature, humidity, and odor or particulate contamination control (including, without limitation, Tenant’s Specialized Cooling System), and (B) the Base Cooling System.

               (ii) Such security services that Landlord shall elect to provide in its sole and absolute discretion (it being agreed that Landlord shall have no obligation to provide any security services).

               (iii) Domestic potable water for drinking, lavatory or toilet purposes (but this shall not be construed as requiring Landlord to install plumbing facilities in the Premises).

               (iv) Janitorial service for the common areas of the Building, including, but not limited to, (a) regular sweeping and cleaning of floors, carpets and sidewalks, (b) trash removal, cleaning and supply provision to restrooms, furniture, walls, ceilings and all other components of the common areas, and (c) window cleaning, painting or decorating to maintain such areas in good and commercially reasonable condition and appearance.

               (v) Electricity to operate the Building.

               (vi) Grounds care, including (a) snow removal, (b) the sweeping of walks and parking areas, (c) repairs, replacement and re-striping of parking lots, sidewalks and firelanes, and (d) the maintenance of landscaping in a commercially reasonable manner.

                    (vii) General management, including supervision, inspections and management functions.

               (b) Provided no Event of Default exists, Landlord shall furnish the following services to the Premises:

                    (i) Electricity by providing electric current in reasonable amounts necessary for the uses set forth at Paragraph 6 (the cost of which shall be paid by Tenant consistent with the provisions of Paragraph 3(d)).

                    (ii) Periodic changing of Building standard light bulbs in the ceilings (the cost of which shall be paid by Landlord). Tenant shall be responsible for all other light bulbs at the Premises, and the changing thereof.

               (c) Tenant shall have the right to install equipment at the Premises, subject to Landlord’s prior approval (which shall not be unreasonably withheld, conditioned or delayed), provided such equipment does not exceed the rated electric design of the feeders and substations that serve the Premises. Landlord shall have the right to designate the bus ducts, panels, and/or substations that may be used by Tenant. Additionally, Tenant agrees that if any

new load is added to a source not dedicated to the Tenant’s sole use and tracked by an existing submeter, Tenant at its sole cost and expense shall install a submeter as directed by the Landlord.

               (d) Landlord shall not be liable for any damages directly or indirectly, and, except as set forth below, Tenant shall have no right of set-off or reduction in Rent, resulting from any interruption in connection with the furnishing of services or utility services referred to herein, including, but not limited to, any interruption in services or utility services due to breakage, shortage of labor, shortage of fuel or for any other cause; provided , however , in the event of interruption or discontinuance of water or electrical service provided by or through Landlord pursuant to this Lease and such interruption or discontinuance, in the reasonable judgment of the Tenant, materially interferes with and adversely affects Tenant’s ability to conduct business in the Premises, then Tenant may deliver notice of such interruption or discontinuance (which notice for purposes hereof may be made by telephone to (i) Landlord’s project manager or management agent, and (ii) Landlord; and promptly thereafter confirmed in writing (which written notice may be delivered by facsimile) to (x) Landlord’s project manager or management agent, and (y) Landlord, notwithstanding any other notice provision of this Lease to the contrary; such notice, hereinafter the “ Initial Contact ”) in which event Landlord shall immediately commence efforts to remedy the situation. The parties hereby acknowledge and agree that such remedy efforts (hereinafter, “ Repair Efforts ”) may include, particularly in the initial stages after receipt of the Initial Contact, conducting appropriate analysis, investigation and diagnostic due diligence to determine the extent of any problem and an appropriate solution, and that such efforts may include contacting service providers and other third party vendors for advice and guidance. After twelve (12) hours from delivery of the telephonic Initial Contact, Tenant may request Landlord to provide a status of the Repair Efforts and a summary of the proposed corrective action. In the event of a service interruption or discontinuance of service that requires Repair Efforts (as described above) that continues beyond two (2) consecutive days following Landlord’s receipt of Tenant’s telephonic Initial Contact, Base Rental shall be abated proportionately in an amount equal to the portion of the Primary Premises rendered unusable commencing on the third (3rd) consecutive day following the date of Landlord’s receipt of Tenant’s telephonic Initial Contact. Landlord and Tenant agree that if such interruption or discontinuance of water or electrical service materially interferes with and adversely affects Tenant’s ability to conduct business in the Primary Premises, but Tenant does not totally discontinue operations, then a partial Base Rental reduction shall be provided in proportion to the amount of the Primary Premises affected by such discontinuance or disruption which Tenant does not continue to use. Without limitation on the foregoing, under no circumstances shall Landlord incur liability for damages caused directly or indirectly by any malfunction of any of Tenant’s computer systems, production lines or facilities, or any clean rooms, or any deionized water generation systems, hydrogen systems, nitrogen systems, oxygen systems, caustic systems, process water systems, water chiller systems, hot water systems, electric boiler systems, compressed air systems, vacuum systems, air handling units, re-circulation units, the Base Cooling System, the Tenant’s Specialized Cooling System, any other specialized equipment used by Tenant, or the Hydrogen and Nitrogen Lines, resulting from or arising out of the failure or malfunction of any electrical, air conditioning, chilled water or other system serving the Building, and Tenant hereby expressly waives the right to make any such claim against Landlord. In no event shall Landlord be liable for special, exemplary or consequential damages. Notwithstanding the foregoing, in the event of an interruption or discontinuance of services

which materially and adversely affects Tenant’s ability to conduct its business in the Premises, Landlord agrees to exercise commercially reasonable efforts to promptly restore such services.

               (e) (i) Landlord shall provide a dedicated cooling system (the “ Base Cooling System ”) consisting of two 500 ton air-cooled chillers and all associated plumbing, electric and controls to provide cooling capacity for Tenant’s office and support space only, as depicted on Exhibit K attached hereto and made a part hereof. Tenant hereby acknowledges and agrees that (i) as of the date hereof, Landlord has installed the Base Cooling System, and (ii) Landlord has no responsibilities or obligations with respect to the operation, maintenance, or replacement of the same. As set forth at Paragraph 7(c) above, Tenant shall be responsible for any and all costs, fees and expenses for the operation, maintenance, repair and replacement of the Base Cooling System.

                    (ii) To the extent Landlord determines that a screening system is required at the Nitrogen Area, Landlord shall be responsible, at Landlord’s sole cost and expense, for any such screening system.

                    (iii) Landlord reserves the right, at its sole cost and expense, to relocate the nitrogen system (which is currently located in the Nitrogen Area) and/or the hydrogen system (which is currently located in the Hydrogen Area). In connection with any such relocation of the nitrogen and/or hydrogen systems, Landlord shall undertake commercially reasonable efforts to minimize any interference with Tenant’s operations at the Premises. Additionally, to the extent that any screening systems (including any permanent structure or building) installed by Tenant existed prior to such relocation, Landlord shall be responsible, at its sole cost and expense, for installing a comparable screening system at the relocated site.

                    (iv) To the extent Landlord determines that landscaping is required around the Hydrogen Area, Nitrogen Area and/or the Storage Area, Landlord shall be responsible, at Landlord’s sole cost and expense, for such landscaping.

                    (v) Landlord shall be responsible for any damage to those portions of the service/system lines with respect to the hydrogen and nitrogen systems serving the Premises that are located under space leased to other tenants (which is not accessible by Tenant) or located underground, unless such damage is caused by or results from the negligent acts or omissions of Tenant, or its agents, employees, licensees or contractors. The entirety of such service/system lines shall hereinafter be referred to as the “ Hydrogen and Nitrogen Lines ”, and the portions for which Landlord shall be responsible for damage (as described above) shall hereinafter be referred to as the “ Obstructed Segments ”.

               (f) During the Term, Landlord shall comply with all Legal Requirements, except to the extent such compliance is the obligation of Tenant, and shall

perform in a good and workmanlike manner in compliance with all applicable Legal Requirements, all maintenance, repairs and replacements to: (i) the structural components of the Primary Premises and the FabTech – Basement Area, including without limitation the roof, roofing system, exterior walls, bearing walls, support beams, foundations, columns, exterior doors and windows and lateral support to the Primary Premises and the FabTech – Basement Area; (ii) assure water tightness of the Primary Premises and the FabTech – Basement Area (including caulking of the flashings) and repairs to the roof, roofing system, curtain walls, windows, and skylights if required to assure water tightness; (iii) the plumbing, fire sprinkler, electrical and mechanical lines and equipment associated therewith, including without limitation elevators; (iv) the exterior improvements to the Property, including walkways, driveways, parking areas, parking area lighting, if any, shrubbery and landscaping; (v) the glass including cleaning and replacements; (vi) the Premises caused by the breach of this Lease by the Landlord or the negligent acts (but not negligent omissions) or willful misconduct of Landlord, its agents, independent contractors, representatives or employees; and (vii) the fire suppression system for the Building. Notwithstanding the foregoing, all electrical wiring and equipment (including, without limitation, all bus ducts, electric panels and any and all other similar equipment) within the Premises shall be the responsibility of Tenant. Landlord shall use reasonable efforts to minimize any interference with Tenant’s use of the Premises while making repairs to the Building or the Premises.

               (g) Landlord shall have no obligation or liability with respect to or in any way connected with the Premises, or service to the Premises, except as set forth in the Lease. Landlord shall not be deemed to have committed a breach of any repair or maintenance obligations unless it makes repairs negligently or fails to satisfy its repair or maintenance obligations under this Lease within a reasonable period of time, taking into consideration the nature of the repair or maintenance to be undertaken and the impact on Tenant of any delay in the performance of such repair or maintenance.

           9. HAZARDOUS WASTES/ENVIRONMENTAL COMPLIANCE.

               (a)  Definitions . As used in this Paragraph, the following terms have the indicated meanings:

               (i) “ Hazardous Material ” means any chemical, compound, material, mixture, living organism or substance that is now or hereafter defined or listed in, or otherwise classified pursuant to, any Environmental Laws as a “hazardous substance”, “hazardous material”, “hazardous waste”, “extremely hazardous waste”, “infectious waste”, “toxic substance”, “toxic pollutant” or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity or toxicity, including any petroleum, polychlorinated biphenyls (“ PCBs ”), asbestos, radon, natural gas, natural gas liquids, liquefied natural gas or synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas).

               (ii) “ Environmental Laws ” means any and all present and future federal, state and local laws (whether under common law, statute, rule, regulation

or otherwise), requirements under permits issued with respect thereto, and other requirements of any “Governmental Authority” relating to any Hazardous Material or to any activity involving a Hazardous Material, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq., the Clean Water Act, 33 U.S.C. 1251 et seq. , the Clean Air Act, 42 U.S.C. 7401 et seq. , the Toxic Substance Control Act, 15 U.S.C. 2601 et seq., and the Safe Drinking Water Act, 42 U.S.C. 300f through 300j, as all of the foregoing may be amended from time to time.

               (iii) “ Governmental Authority ” means all federal, state, and local governmental agencies, authorities, and courts.

               (iv) “ Remedial Work ” means any loss, cost, expense, claim, or liability arising out of any investigation, monitoring, cleanup, containment, removal, storage, or restoration work.

               (b)  Covenants . Subject to the provisions of Paragraph 9(h) below, throughout the term of this Lease, Tenant shall: (i) prevent the presence, use, generation, release, discharge, storage, disposal, or transportation of any Hazardous Materials on, under, in, above, to, or from the Premises, other than in strict compliance with all applicable Environmental Laws and the terms of this Lease; (ii) not cause the presence, use, generation, release, discharge, storage, disposal or transportation of any Hazardous Materials on, under, in, above, to, or from the Building or the Property, other than in strict compliance with all applicable Environmental Laws and the terms of this Lease; (iii) conduct all activities on the Premises in accordance with applicable Environmental Laws; (iv) not conduct any activities on the Premises, the Building or the Property which is regulated as an activity subject to pre-treatment standards pursuant to 40 C.F.R. § 403 et. seq. other than in strict compliance with all applicable Environmental Laws and the terms of this Lease; (v) obtain all permits required for its operations under any Environmental Law (and, if requested by Landlord, provide copies of permits, amendments and variances thereto to Landlord); (vi) not conduct its operations as to constitute hazardous waste treatment storage or disposal facilities pursuant to 42 U.S.C. § 6924 or other similar Environmental Law; (vii) not install or operate, any underground storage tank; and (viii) not install or operate any underground injection well.

               (c)  Indemnification by Tenant . If due to the activities of Tenant, its employees, agents, guests, invitees or contractors, Tenant shall indemnify, defend, and hold Landlord harmless from and against: (i) any Remedial Work required under any Environmental Law or by any Governmental Agency in the Premises, the Building or the Property, (ii) any breach of this Paragraph 9 of this Lease; and (iii) any claims of third parties for loss, injury, expense, or damage arising out of the presence, release, or discharge of any Hazardous Materials on, under, in, above, to, or from the Premises, the Building or the Property. In the event any Remedial Work is so required under any applicable federal, state, or local law, rule, regulation or order with respect to any activities by Tenant in the Property, Tenant shall promptly perform or cause to be performed such Remedial Work in compliance with such law, rule, regulation, or order. In the event Tenant shall fail to commence the Remedial Work in a timely fashion, or shall fail to prosecute diligently the Remedial Work to completion, such failure shall constitute an Event of Default on the part of Tenant under the terms of this Lease, and Landlord, in addition

to any other rights or remedies afforded it hereunder, may, but shall not be obligated to, cause the Remedial Work to be performed, and Tenant shall promptly reimburse Landlord for any and all costs and expenses, including reasonable attorneys’ fees, related thereto upon demand. This provision shall expressly survive the expiration or earlier termination of this Lease. Landlord and Landlord’s representatives are authorized to enter the Premises at any time to inspect the Remedial Work. Tenant shall keep Landlord apprised of all efforts to perform the Remedial Work and shall provide Landlord with copies of all correspondence, reports, or other documents pertaining to the Remedial Work within 48 hours of Tenant’s receipt of such documentation. Landlord acknowledges and agrees that notwithstanding anything herein to the contrary, Tenant shall have no responsibility for or with respect to any Hazardous Material existing in or on the Premises or Property on the date Landlord delivers possession of the Premises to Tenant or for or with respect to any Hazardous Material which Tenant did not store, release or discharge on or into the Premises or dispose of.

               (d)  Indemnification by Landlord / Tenant Termination Right . If due to the activities of the Landlord, its employees, agents, guests, invitees or contractors, Landlord shall indemnify, defend, and hold Tenant harmless from and against: (i) any Remedial Work required under any Environmental Law or by any Governmental Agency in the Premises, the Building or the Property; and (ii) any claims of third parties for loss, injury, expense, or damage arising out of the presence, release, or discharge of any Hazardous Materials on, under, in, above, to, or from the Premises, the Building or the Property. In the event any Remedial Work is so required under any applicable federal, state, or local law, rule, regulation or order with respect to any activities by Landlord, Landlord shall promptly perform or cause to be performed such Remedial Work in compliance with such law, rule, regulation, or order. In the event Landlord shall fail to commence such Remedial Work in a timely fashion, or shall fail to prosecute diligently such Remedial Work to completion, such failure shall constitute an Event of Default on the part of Landlord under the terms of this Lease, and Tenant shall be entitled to terminate this Lease without penalty upon ten (10) days prior written notice thereof to Landlord; provided , however , at any time a Mortgage (as hereinafter defined) affecting all or any portion of the Premises is outstanding, subject to the terms and conditions set forth in any subordination non-disturbance and attornment agreement (or such other similar instrument) between the Tenant and Mortgagee (as hereinafter defined), Tenant shall provide Mortgagee with (i) written notice of Landlord’s failure to timely commence or diligently prosecute the completion of such Remedial Work, and (ii) thirty (30) days to undertake the commencement or diligent prosecution of completion, as the case may be, of the same. Should Mortgagee fail to undertake the commencement or diligent prosecution of completion of such Remedial Work as aforesaid, Tenant shall be entitled to terminate this Lease without penalty upon ten (10) days prior written notice thereof to Landlord and Mortgagee.

               (e)  Notice . Landlord and Tenant shall:

               (i) within two (2) business days after receipt of any notice, demands, lawsuits, or other correspondence (collectively, “ Notices ”) from any Government Agency or private party with respect to Hazardous Materials or knowledge of any Notice or any of the circumstances described below affecting the Premises, the Building or the Property, notify the other and provide the other with all copies of any such Notices and any other information pertaining to the Premises, the Building or the

Property of which such party has actual knowledge, including, but not limited to, the following:

               (A) The violation of any Environmental Law;

               (B) The loss of any permit issued in accordance with any Environmental Law;

               (C) Any action undertaken by any Government Agency or private party under or in accordance with any Environmental Law;

               (D) The institution of any lawsuit under or in accordance with any Environmental Law by any Governmental Authority or any private party; or

               (E) The service of a potentially responsible party demand letter from any private or Governmental party or Governmental Authority.

               (ii) Notify the other party immediately of any release, threatened release or discharge of Hazardous Materials on, under, to or from the Premises, the Building or the Property.

               (f)  Right of Entry, Inspection, and Testing . Except in the event of any emergency (when Landlord may enter without notice of any kind), Landlord and its agents shall have the right to enter the Premises upon 24 hours notice to Tenant (or, if Tenant provides written notice to Landlord of the name, address, telephone number and e-mail address of Tenant’s administrative manager or designee (as the case may be), then such administrative manager or designee) and inspect the Premises and Tenant’s business operations. Landlord’s entry and inspection shall not interfere with Tenant’s normal business operations, and, except in the event of any emergency, Landlord shall provide the opportunity for a representative of Tenant to accompany Landlord or its agents. Landlord shall be permitted to conduct tests and take samples at the Premises.

               (g)  Existing Environmental Building Materials . Tenant acknowledges that the Project may contain building materials which include asbestos containing materials and wall coverings which may include lead-based paints (“ Existing Environmental Building Materials ”). As of the date of this Lease, the Existing Environmental Building Materials do not violate applicable laws. Tenant accepts that fact that the Project may contain the Existing Environmental Building Materials. Landlord agrees to indemnify and hold Tenant harmless from any costs, expenses, or liabilities, including reasonable attorneys’ fees, which may arise during the Term in connection with the Existing Environmental Building Materials.

               (h)  Environmental Health and Safety Agreement . The Landlord and Tenant have executed that certain Environmental Health and Safety Agreement dated October 29, 1999 (the “ EHSA ”), a copy of which is attached hereto as Exhibit E and made a part hereof.

The parties hereby agree that any and all references in the EHSA to a “lease” or any other similar “agreement” shall mean this Lease. Section D.1.b. of the EHSA requires Tenant to collect and store hazardous waste generated at the Primary Premises (hereinafter, “ Tenant Waste ”) in “tenant’s hazardous waste storage area”. Subject to all of the terms, conditions and provisions of this Lease (including, without limitation, compliance with the EHSA and all Legal Requirements), Tenant shall be permitted to collect and store such Tenant Waste in the Storage Area. In the event of a discrepancy between the terms and provisions of this Lease and the EHSA, the terms and provisions of the EHSA shall control.

           10. ASSIGNMENT AND SUBLEASE.

               (a) Except as hereafter provided, Tenant shall not sublet any part of the Premises, nor assign, pledge or encumber this Lease or any interest herein, without the prior written consent of Landlord, which consent may not be unreasonably withheld, conditioned or delayed by Landlord. Landlord shall be entitled to deny consent to an assignment of this Lease if, by way of illustration but not limitation, the financial statements of the proposed assignee do not demonstrate such assignee’s ability to comply with Tenant’s obligations hereunder. Consent by Landlord to one assignment or sublease shall not destroy or waive Landlord’s required consent as to any subsequent assignment or subletting, and all later assignments and subleases shall likewise be made only upon prior written consent of Landlord. In the event an assignment is consented to by Landlord, any assignees shall become liable directly to Landlord for all obligations of Tenant hereunder without relieving or in any way modifying Tenant’s liability hereunder, but rather Tenant and its transferee shall be jointly and severally liable therefor; provided, however, Tenant shall be relieved of liability hereunder if such transferee assumes all of Tenant’s responsibilities and obligations hereunder and such transferee, as of the date of such assignment, has a credit rating equal to or exceeding the credit rating of Tenant as ascribed by either (i) Standard and Poor’s, or (ii) Moody’s Investors Service. In the event Landlord gives its consent to any such assignment or sublease (excluding an Affiliate Transfer, as defined below), one hundred percent (100%) of any rent or other cost to the assignee or subtenant for all or any portion of the Premises over and above the Rent payable by Tenant for such space shall be retained by Tenant. In the event a sublease or assignment is made as herein provided, Tenant shall pay Landlord a charge equal to the actual costs incurred by Landlord, in Landlord’s reasonable judgment (including, but not limited to, the use and time of Landlord’s personnel), for all of the necessary legal and accounting services required to accomplish such assignment or subletting, as the case may be. Any transfer, assignment or sublease of all or any portion of the Premises or Tenant’s interest under this Lease made without Landlord’s consent shall be void and of no force or effect.

               (b) Notwithstanding the foregoing, Tenant named herein, FabTech, Inc. (“ FabTech ”) may assign this Lease or sublet any portion of the Premises to (i) any wholly owned subsidiary of FabTech, so long as it remains as such, (ii) Diodes, Inc. a Delaware corporation (hereinafter, the “ Parent ”), so long as such Parent owns all of the classes of stock of FabTech, or (iii) LITE-ON Semiconductor Corporation, a Taiwanese corporation (“ LITE-ON Semiconductor ”), or any wholly owned subsidiary thereof. The assignments and sublettings permitted by clauses (i), (ii) and (iii) are hereinafter called “ Affiliate Transfers ”. An Affiliate

Transfer may only be made upon prior written notice to Landlord, but shall not require Landlord’s consent.

               (c) Except as set forth at Section 10(a) above, in the event of any assignment of this Lease or sublease of all or a part of the Premises, Tenant shall not be released from any of its obligations under this Lease. In the event this Lease has been assigned by Tenant, either with the approval and consent of Landlord or to a permitted assignee, and the original Tenant named herein has not been released by Landlord from liability with respect to such assignment, Landlord agrees to give Tenant a copy of any notice of default given by Landlord to such assignee and the same opportunity to cure the default of such assignee as is given to such assignee under this Lease, including the right to regain possession if such assignee is in default under its obligations of this Lease. In the event of an Event of Default by such assignee, at Tenant’s request and at Tenant’s sole cost and expense (including, without limitation, the payment by Tenant of Landlord’s reasonable attorneys’ fees), Landlord agrees to terminate this Lease as to such assignee and to enter into a replacement lease with Tenant for the balance of the remaining Term hereof under the same terms and conditions herein set forth as applicable to the Premises, provided that Tenant cures all such defaults by such assignee.

           11. DAMAGE OR DESTRUCTION.

               (a) Tenant shall promptly notify Landlord of any damage to the Premises or the Building of which Tenant has actual knowledge occasioned by storm, earthquake, fire, the elements, casualty or any other cause (a “ Casualty ”). If the Premises are totally destroyed (or so substantially damaged as to be untenantable in the reasonable determination of an architect selected by Landlord (“ Architect ”) by a Casualty, then within sixty (60) days from the date of such Casualty (the “ Evaluation Period ”):

               (i) Landlord shall determine, based upon information from Landlord’s insurance company, whether Landlord will receive (in a timely manner) adequate insurance proceeds to complete the required repairs to or restoration of the Premises;

               (ii) Landlord shall determine from the holder of any mortgage, deed of trust, indenture, deed to secure debt or other similar instrument encumbering the Property whether Landlord will be allowed to apply such insurance proceeds to the required repair or restoration instead of applying such proceeds toward the reduction of any indebtedness secured by the Property;

               (iii) Landlord shall determine if the zoning laws or building codes then in existence will permit the reconstruction of the Building as of right (without variance); and

               (iv) Landlord shall engage a reputable contractor to determine the length of time expected to repair or restore the Premises.

     If during the Evaluation Period (A) Landlord determines either that it will not receive sufficient insurance proceeds to complete the required repair or restoration or will not be allowed by the holder of any mortgage or deed to secure debt encumbering any portion of the Property to apply such proceeds to the required repair or restoration, (B) Landlord determines that the zoning laws or building codes then in existence will not permit the reconstruction of the Building as of right (without variance), (C) in the determination of Landlord’s contractor, the Premises cannot reasonably be repaired, replaced or restored within one hundred eighty (180) days after commencement of repairs or restoration, or (D) this Lease is in the last eighteen (18) months of its Term, Landlord shall have the option to terminate this Lease as of the date of the occurrence of the Casualty by giving written notice to Tenant within fifteen (15) days after the end of the Evaluation Period. If (X) in the determination of Landlord’s contractor the Premises cannot reasonably be repaired, replaced or restored within one hundred eighty (180) days after commencement of repairs or restoration, or (Y) this Lease is in the last eighteen (18) months of its Term, and in either case the Casualty was not the result of any willful misconduct of Tenant, its agents, servants, employees or subtenants, Tenant also shall have the option to terminate this Lease as of the date of the occurrence of the Casualty by giving written notice to Landlord within fifteen (15) days after the later of (i) the end of the Evaluation Period and (ii) the date Tenant receives the determination of Landlord’s contractor regarding how long it will take to repair, replace or restore the Premises.

               (b) Unless this Lease is terminated pursuant to Paragraph 11(a) above, in the event of damage to the Premises or the Building occasioned by a Casualty, Landlord shall, subject to the provisions of Paragraph 11(d) below, promptly commence and thereafter pursue diligently and as expeditiously as practicable, the repair and restoration of damage to the Premises, using standard working methods and procedures:

               (c) Unless the damage to the Premises, the Building or services to the Premises is caused by the intentional acts of Tenant, its permitted assignees or subtenants, employees or agents, the Rent shall abate in proportion to that part of the Premises rendered unfit for use by Tenant for Tenant’s permitted use described in Paragraph 6(a) above as a result of such damage (which for such purposes shall include damage to the Building or to services to the Premises if the Premises are thereby rendered unfit for Tenant’s permitted use). The nature and extent of interference to Tenant’s ability to use the Premises for Tenant’s permitted use shall be considered in determining the amount of said abatement, and the abatement shall commence and continue from the date the Casualty occurred until ten (10) days after the date Landlord substantially completes the repair and restoration of the Premises and gives notice to Tenant that said repairs and restoration are substantially completed, or until Tenant again uses the Premises or the portions thereof rendered unusable, whichever occurs first. Anything in the foregoing to the contrary notwithstanding, if twenty-five percent (25%) or more of the Premises has been so damaged or destroyed as to render such damaged or destroyed portion unfit for Tenant’s permitted use, such damage or destruction was not caused by the intentional acts of Tenant, its permitted assignees or subtenants, employees or agents, and if Tenant vacates the entire Premises

during the period of repair or restoration, then Rent shall abate in its entirety during the period of repair or restoration.

               (d) Notwithstanding anything to the contrary contained or implied elsewhere in this Lease, Landlord is not and shall not be obligated to repair or restore damage to Tenant’s trade fixtures, furniture, furnishings, equipment or other personal property, or any Tenant Improvements or other improvements made to the Premises by Tenant.

               (e) If either party terminates this Lease consistent with the provisions of Paragraph 11 (a) above, the Rent (including any Additional Rent, and other charges due hereunder) shall be payable up to the termination date, after taking into account any applicable abatement. Landlord shall promptly refund to Tenant any prepaid, unaccrued Rent and Additional Rent (after taking into account any applicable abatement), less any sums then owing by Tenant to Landlord.

           12. CONDEMNATION.

          If all of the Premises, (or a part of the Premises such that the remainder of the Premises in the reasonable judgment of the Architect is not reasonably usable for Tenant’s permitted use described in Paragraph 6(a) above), are taken by exercise of the power of eminent domain or other similar proceeding (or are conveyed by Landlord in lieu of such taking), this Lease will terminate on a date which is the earlier of the date upon which the condemning authority takes possession of the Premises or the date on which title to the Premises is vested in the condemning authority. In the event of a partial taking where this Lease is not terminated, the Base Rental and Additional Rent will be abated in the proportion of the rentable area of the Premises so taken to the rentable area of the Premises immediately before such taking. In the event of any such taking, the entire award relating to the Building or the Property will be paid to Landlord, and Tenant will have no right or claim to any part of such award; however, Tenant will have the right to assert a claim against the condemning authority, so long as Landlord’s award is not reduced or otherwise impacted as a consequence of such claim, for Tenant’s moving expenses, the Tenant Improvements and trade fixtures owned by Tenant and interruption to Tenant’s business.

           13. INSURANCE.

               (a) Tenant shall carry (at its sole expense from and after the date hereof and during the Term) the following insurance:

               (i) Commercial property insurance with special causes of loss coverage (including earthquake and flood insurance as appropriate), or its equivalent, insuring the Tenant Improvements and Tenant’s interest in any other improvements to the Premises together with any and all furniture, equipment, supplies, contents and other property owned, leased, held or possessed by it and contained therein (including, without limitation, any of Tenant’s computer systems, production lines or facilities, or any clean rooms, or any deionized water generation systems, hydrogen systems, nitrogen systems,

oxygen systems, caustic systems, process water systems, water chiller systems, hot water systems, electric boiler systems, compressed air systems, vacuum systems, air handling units, re-circulation units, the Base Cooling System, the Tenant’s Specialized Cooling System, any other specialized equipment used by Tenant, and the Hydrogen and Nitrogen Lines, such insurance coverage to be in an amount equal to the full insurable value of such improvements and property, subject to reasonable deductibles, as such may increase from time to time. Tenant shall have the right to include the Premises within a blanket policy of insurance which includes the Premises and other locations;

               (ii) boiler and machinery insurance and boiler broad form insurance with respect to the any deionized water system, hot water system, electric boiler system, hydrogen system, nitrogen system, oxygen system, compressed air system, vacuum system, silane gas bunker, steam boiler system and any other boilers and machinery that may exist at the Premises, and boiler comprehensive form insurance covering fired pressure vessels and machinery of 10 or greater horsepower (and air conditioner/air compressor unit coverage as applicable), if any, located in or exclusively servicing the Premises, in an amount reasonably designated by Landlord, for and in the name of Tenant and Landlord as their respective interests may appear.

               (iii) workers’ compensation insurance as required by applicable law and employer’s liability coverage of $100,000 for each accident, $500,000 disease policy limit, and $100,000 disease, each employee limit; and

               (iv) commercial general liability insurance containing coverages reasonably acceptable to Landlord, insuring Tenant, Landlord, Landlord’s Mortgagee and any other person reasonably designated by Landlord against any and all liability for injury to or death of a person or persons and for damage to property occasioned by or arising out of any construction work being done on the Premises by or on behalf of Tenant (excluding work being performed by Landlord), or arising out of the use or occupancy of the Premises by Tenant, its employees, agents, representatives or contractors, which policy shall have a per occurrence limit of $1,000,000, aggregate $2,000,000, an umbrella of $5,000,000 for any bodily injury or property damage occurring as a result of or in conjunction with the above, a deductible no higher than $100,000, and which liability insurance shall (A) be primary insurance as to all claims thereunder and provide that any insurance carried by Landlord is not excess and is non-contributing with any insurance requirement of Tenant; (B) contain a severability of interest clause acceptable to Landlord; and (C) specifically cover contractual liability.

          The insurance required in subparagraph (iv) above shall name Landlord, Townsend Capital, LLC, Landlord’s Mortgagee (if identified by Landlord to Tenant; for purposes of satisfying the foregoing (and Paragraph 13(b) below), the parties hereby acknowledge and agree that, as of the date hereof, Landlord’s Mortgagee is IXIS Real Estate Capital with a notice address of 9 West 57 ^th Street, 36 ^th Floor, New York, New York 10019, Attention: Real Estate Administration (Gary DiGiuseppe), Facsimile Number: 212-891-6263, and any other person reasonably designated by Landlord and approved by Tenant’s insurance carrier as additional insureds. All said insurance policies shall be carried with companies licensed to do business in the State of Missouri reasonably satisfactory to Landlord, shall be

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written on an occurrence basis, and shall be noncancellable except after thirty (30) days’ written notice to Landlord. Duly executed certificates of such insurance on the ACORD Form 27 format and otherwise, in form reasonably acceptable to Landlord, shall be delivered to Landlord prior to the Commencement Date and at least thirty (30) days prior to the expiration of each respective policy term. Each insurance policy will contain a provision requiring thirty (30) days prior written notice to Landlord and any other additional insured of any material change to such policy, or if the policy is cancelled or not renewed (other than for non-payment of the applicable premium, in which event only ten (10) days prior notice of cancellation or non-renewal shall be required).

          (b) Throughout the making of any alterations or improvements (other than mere decorations) by Tenant, its agents, contractors or employees, Tenant or Tenant’s contractor(s), at its expense, shall carry or cause to be carried (i) workmen’s compensation insurance in statutory limits, covering all persons employed in connection with such alteration or improvements, (ii) builder’s risk insurance covering all physical loss (including any loss of or damage to supplies, machinery and equipment) in connection with the making of such alterations or improvements, and (iii) commercial general liability insurance, with completed operations endorsement, covering any occurrence in or about the Premises in connection with such improvements, which commercial general liability insurance policy shall have a per occurrence limit of $1,000,000, aggregate $2,000,000, an umbrella of $5,000,000, and a deductible no higher than $100,000. Tenant shall furnish Landlord with satisfactory evidence that such insurance is in effect before the commencement of its improvements and, on request, at reasonable intervals thereafter. Evidence of such insurance in ACORD Form 27 format and signed by a reputable insurance agent shall be delivered to Landlord prior to the commencement of any such alterations or improvements. Each policy shall name Landlord, Townsend Capital, LLC, and Landlord’s Mortgagee (if identified by Landlord to Tenant) as an additional insured and shall contain a provision requiring thirty (30) days prior written notice to Landlord and any other additional insured of any material change to such policy, or if the policy is cancelled or not renewed.

          (c) Landlord shall maintain, at a minimum, the following:

               (i) commercial property insurance, with special causes of loss coverage for the Building in an amount equal to 100% of the full replacement value of the Building and providing loss of rents coverage equal to eighteen (18) months rent for the gross rent roll of the Project. Landlord shall have the right to include the Building within a blanket policy of insurance including the Building and other locations.

               (ii) commercial general liability insurance insuring Landlord against any and all liability for injury to or death of a person or persons and for property damage occasioned by or arising out of the acts or omissions of Landlord, its employees, agents representatives or contractors, such policy to have a $1,000,000 per occurrence, $2,000,000 aggregate, and $5,000,000 umbrella for any bodily injury or property damage occurring as a result of or in conjunction with the above.

           14. SUBROGATION AND WAIVER.

          Anything in this Lease to the contrary notwithstanding, to the full extent permitted by law, Landlord and Tenant each hereby waives any and all rights of recovery, claim, action or cause of action, against the other, its agents, servants, partners, shareholders, officers, or employees, for any loss or damage that may occur to the Premises or the Property, or any improvements thereto, or any personal property of such party therein, by reason of fire, the elements, or any other cause to the extent such loss or damage is covered by the terms of a valid and collectible commercial property insurance policy with special causes of loss coverage in effect at the time of such loss (or would have been covered under any such insurance required by this Lease to be maintained by a pa