LEASE AGREEMENT

EXHIBIT 10.1

LEASE AGREEMENT

between

MINNESOTA INDUSTRIAL PROPERTIES LIMITED PARTNERSHIP

as “ Landlord ”

and

CASCADE MICROTECH, INC.

as “ Tenant ”

TABLE OF CONTENTS

i

BASIC LEASE INFORMATION

Page 1

Page 2

Exhibits :

The Basic Lease Information set forth above is part of the Lease. In the event of any conflict between any provision in the Basic Lease Information and the Lease, the Lease shall control.

Page 3

THIS LEASE is made as of the Lease Date set forth in the Basic Lease Information, by and between the Landlord identified in the Basic Lease Information (“ Landlord ”), and the Tenant identified in the Basic Lease Information (“ Tenant ”). Landlord and Tenant hereby agree as follows:

1. PREMISES.

1.1 Premises Described . Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, in its “as-is” condition except for the Tenant Improvements to be constructed by Landlord as set forth in Exhibit B of this Lease, upon the terms and subject to the conditions of this Lease, the premises identified in the Basic Lease Information as the Premises (the “ Premises ”), in the Building located at the address specified in the Basic Lease Information (the “ Building ”). The approximate configuration and location of the Premises is shown as the area outlined on Exhibit A . Based on the measurement of the Premises referenced in the Basic Lease Information, Landlord and Tenant acknowledge, stipulate and agree that during the entire Term of this Lease, including any extension thereof, the rentable area of the Premises (“ Rentable Area ”) for all purposes under this Lease, except as otherwise provided in Section 12 (Damage or Destruction) or Section 13 (Condemnation), shall be the Rentable Area specified in the Basic Lease Information. Landlord and Tenant stipulate and agree that the rentable area of the Building (“ Building Rentable Area ”) for all purposes under this Lease, except as otherwise provided in Section 12 (Damage or Destruction) or Section 13 (Condemnation), shall be the Building Rentable Area specified in the Basic Lease Information. The Building, together with the parking facilities serving the Building (the “ Parking Facility ”), the Common Areas, as defined herein, and the parcel(s) of land on which the Building and the Parking Facility are situated (collectively, the “Property ”), is part of the Project, which may contain more than one building, identified in the Basic Lease Information (the “ Project ”).

1.2 Common Areas . The term “ Common Areas ” as used herein means all areas and facilities outside the Premises, within the exterior boundaries of the Project, that are provided and designated by Landlord from time to time for the general nonexclusive use and convenience of Tenant and of other tenants of Landlord having the common use of such areas, and their respective authorized representatives and invitees. Common Areas include, without limitation, driveways, parking areas, sidewalks, and landscaped areas, all as generally described or shown on Exhibit A attached hereto. Landlord hereby grants to Tenant, for the benefit of Tenant and its employees, suppliers, shippers, customers and invitees, during the Term of this Lease, the nonexclusive right to use, in common with others entitled to such use, the Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved by Landlord under the terms hereof or under the terms of any rules and regulations or restrictions governing the use of the Building or the Project. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any property, temporarily or permanently, in the Common Areas.

(a) Common Areas-Changes. Landlord shall have the right, in Landlord’s sole discretion, from time to time:

1. To make changes and reductions to the Common Areas, including, without limitation, changes in the location, size, shape and number of driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas and walkways; provided, however, Landlord shall not make any changes or reductions that materially and adversely impair Tenant’s ability to operate its business from the Premises for the Permitted Use;

2. To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available;

3. To designate other land outside the boundaries of the Building to be a part of the Common Areas, provided, however, Tenant shall not be responsible for any increased costs resulting directly therefrom;

4. To add additional improvements to the Common Areas, provided, however, Tenant shall not be responsible for any increased costs resulting directly therefrom;

5. To use the Common Areas while engaged in making additional

Page 4

improvements, repairs or alterations to the Building or Project, or any portion thereof; and

6. To do and perform such other acts and make such other changes in, to or with respect to the Common Areas as Landlord may, in the exercise of sound business judgment, deem to be appropriate, provided, however, Tenant shall not be responsible for any increased costs resulting directly therefrom.

(b) Common Area Maintenance . Landlord shall, in Landlord’s reasonable sole discretion, maintain the Common Areas (subject to reimbursement pursuant to this Lease) and establish and enforce reasonable rules and regulations concerning such areas.

2. TERM; POSSESSION. The term of this Lease (the “ Term ”) shall commence on the Commencement Date as described below and, unless sooner terminated, shall expire on the Expiration Date. The “ Commencement Date ” shall be the earlier of (a) the date on which Landlord tenders possession of the Premises to Tenant, with all of Landlord’s construction obligations, if any, “ Substantially Completed ” as provided in the Construction Rider attached as Exhibit B (the “ Construction Rider ”) but in no event prior to April 1, 2009 or, in the event of any “ Tenant Delay ,” as defined in the Construction Rider, the date on which Landlord could have done so had there been no such Tenant Delay; or (b) the date upon which Tenant, with Landlord’s written permission, actually occupies and conducts business in any portion of the Premises. Landlord acknowledges that Base Rent and Tenant’s Share of Operating Costs and Taxes shall not be payable until the first (1 ^st ) day of the seventh (7 ^th ) full month after the Commencement Date. The parties anticipate that the Commencement Date will occur on or about the Scheduled Commencement Date set forth in the Basic Lease Information (the “ Scheduled Commencement Date ”); provided, however, that Landlord shall not be liable for any claims, damages or liabilities if the Premises are not ready for occupancy by the Scheduled Commencement Date. When the Commencement Date has been established, Landlord and Tenant shall, at the request of either party, confirm the Commencement Date and Expiration Date in writing.

3. RENT.

3.1 Base Rent . Tenant agrees to pay to Landlord the Base Rent set forth in the Basic Lease Information, without prior notice or demand, on the first day of each and every calendar month during the Term, except that Base Rent for the first full calendar month in which Base Rent is payable shall be paid upon Tenant’s execution of this Lease and Base Rent for any partial month at the beginning of the Term shall be paid on the Commencement Date. Base Rent for any partial month at the beginning or end of the Term shall be prorated based on the actual number of days in the month.

(a) Base Rent: Extension Term . Tenant agrees to pay to Landlord Base Rent for the Extension Term at the Market Rate. “ Market Rate ” shall be defined as what an arm’s-length, non-expansion, non-renewal, non-equity tenant of comparable credit to Tenant would, as of the beginning of the term in question, pay for space of comparable size, quality, utility and location, taking into account the length of the term and all allowances and concessions being offered in the market. The Market Rate shall be determined as follows: Within thirty (30) days after Landlord receives notice from Tenant of Tenant’s election to exercise an Extension Option, Landlord will give notice to Tenant of its determination of the Market Rate for the Premises and Landlord’s determination will constitute the Market Rate unless Tenant objects by notice to Landlord in writing within thirty (30) days after Tenant’s receipt of Landlord’s determination. If Tenant so objects, the parties shall meet within fifteen (15) days after Tenant’s objection and attempt to agree on the Market Rate. If the parties are unable to agree on the Market Rate within such 15-day period, then (x) the Extension Term of this Lease as defined in Exhibit D may be cancelled at the request of either party, provided, however, notice of cancellation must be delivered to the other party within five (5) business days after expiration of the 15-day period described above or this right of cancellation shall be deemed waived and the Market Rate shall be determined by appraisal pursuant to subparagraph (y) below and the following provisions of this Section 3.1(a), or (y) the Market Rate will be determined by appraisal, made by a board of appraisers consisting of three reputable real estate appraisers, each of whom has been actively involved in commercial real estate in Minneapolis, Minnesota no less than ten years prior to appointment (each an “ Expert ”). In addition, each such Expert shall have been active over the five (5) year period ending on the date of such appointment in the appraisal of comparable commercial properties in the vicinity of the Building. One Expert will be appointed by Tenant, and one Expert will be appointed by Landlord. Both Landlord and Tenant shall appoint their Expert within fifteen (15) days after the failure of Landlord and Tenant to agree on the Market Rate. The third Expert will be appointed by the first two Experts. If the first two Experts are unable to agree on a third Expert

Page 5

within ten (10) days after the appointment of the second Expert, or if either party refuses or neglects to appoint an Expert as herein provided within fifteen (15) days after the appointment of the first Expert, then the third Expert or the second Expert, whose appointment was not made as provided above, may be appointed by any active judge of the District Court of the County where the Premises is located. If determinations of at least two of the Experts are identical in amount, then that amount will be determined to be the Market Rate. If the determinations of all three Experts are different in amount, the highest appraised value will be averaged with the middle value (that average being referred to as “ Sum A ”). The lowest appraised value will be averaged with the middle value (that average being referred to as “ Sum B ”), and the Market Rate will be determined as follows: (i) if neither Sum A nor Sum B differs from the middle appraised value by more than 10% of the middle appraised value, then the Market Rate will be the average of the three appraisals, (ii) if either Sum A or Sum B (but not both) differs from the middle appraised value by more than 10% of the middle appraised value, then the Market Rate will be the average of the middle appraised value and the appraised value closer in amount to the middle appraised value, and (iii) if both Sum A and Sum B differ from the middle appraised value by more than 10% of the middle appraised value, then the Market Rate will be equal to the middle appraised value. Written notice of the Market Rate as duly determined in accordance with this Section shall be promptly given to Landlord and Tenant and will be binding and conclusive on them. Each party will bear its own expenses in connection with the Market Rate determination proceedings, except that the fees of the Experts will be borne equally. If, for any reason, the Market Rate has not been determined at the time of the commencement of the Extension Term, then the Market Rate will be the amount set forth in Landlord’s determination, and if the determination of the Experts as provided above indicates that a lesser or greater amount should have been paid than that which was actually paid, a proper adjustment will be made in a payment from Landlord to Tenant, or Tenant to Landlord, as the case may be, such payment to be made within thirty (30) days of the determination of the Market Rate.

3.2 Additional Rent: Increases in Operating Costs and Taxes .

(a) Definitions .

(1) “ Operating Costs ” means all costs of managing, operating, maintaining and repairing the Property, including, but not limited to, all costs, expenditures, fees and charges for: (A) operation, maintenance and repair of the Property (including without limitation, (i) maintenance, repair and replacement of glass, (ii) maintenance and repair, but not replacement, of the roof covering or membrane, and (iii) maintenance, repair and replacement of landscaping); (B) utilities and services (including trash removal), servicing the Common Areas and associated supplies and materials; (C) compensation (including employment taxes and fringe benefits) for persons who perform duties in connection with the operation, management, maintenance and repair of the Project, such compensation to be appropriately allocated for persons who also perform duties unrelated to the Project and limited to the Property Manager or maintenance personnel; (D) property (including coverage for earthquake and flood if carried by Landlord), liability, rental income and other insurance relating to the Project, and expenditures for deductible amounts paid under such insurance; (E) licenses, permits and inspections; (F) complying with the requirements of any law, statute, ordinance or governmental rule or regulation or any orders pursuant thereto (collectively “ Laws ”), excluding, however, compliance with Laws to the extent that on the date of this Lease, such compliance was required and had not yet commenced work to achieve such compliance; (G) amortization of new capital improvements required to comply with Laws, excluding, however, capital improvements necessary to comply with Laws to the extent that on the date of this Lease, such capital improvements were required to comply with Laws and Landlord had not commenced or completed such capital improvements); (H) amortization of capital improvements which are intended to reduce Operating Costs or improve the utility, efficiency or capacity of any Building System, with interest on the unamortized balance at the rate paid by Landlord on funds borrowed to finance such capital improvements (or, if Landlord finances such improvements out of Landlord’s funds without borrowing, the rate that Landlord would have paid to borrow such funds, as reasonably determined by Landlord), over the useful life as determined by Generally Accepted Accounting Principles (“GAAP”) uniformly applied to properties similar in nature to the Property (i.e. Office-Warehouse-Light Industrial properties), but only to the extent that savings is recognized in reduced expenses,; (I) property management fees (not to exceed five percent (5%) of gross rentals for the Project); (J) any outside (i.e. provided by any third party) accounting, legal and other professional services incurred in connection with the operation of the Project and the calculation of Operating Costs and Taxes; (K) contesting the validity or applicability of any Laws that may affect the Property; (L) the Building’s share of any shared or Common Area maintenance fees and expenses actually incurred (i.e. not on an accrual basis); and (M) any other cost, expenditure, fee or charge, whether or not herein before described, which in accordance with generally accepted property management practices would be considered an

Page 6

expense of managing, operating, and maintaining the Project. Operating Costs for any calendar year during which average occupancy of the Building is less than one hundred percent (100%) shall be calculated based upon the Operating Costs that would have been incurred if the Building had an average occupancy of one hundred percent (100%) during the entire calendar year; provided, however (x) the total collected Operating Costs shall be no higher than those actually incurred for the Building to be determined and reconciled pursuant to Section 3.2(b) herein, and (y) this shall not affect Tenant’s abatement of Additional Rent pursuant to Section 3.2(b)(1) for the first six (6) months of the Initial Term of the Lease.

Operating Costs shall not include (i) capital improvements (except as otherwise provided above); (ii) costs of special services rendered to individual tenants (including Tenant) for which a special charge is made; (iii) interest and principal payments on loans or indebtedness secured by the Building; (iv) costs of improvements for Tenant or other tenants of the Building; (v) costs of services or other benefits of a type which are not available to Tenant but which are available to other tenants or occupants, and costs for which Landlord is reimbursed by other tenants of the Building other than through payment of tenants’ shares of increases in Operating Costs and Taxes; (vi) leasing commissions, attorneys’ fees and other expenses incurred in connection with leasing space in the Building or enforcing such leases or the collection of bad debt; (vii) depreciation or amortization, other than as specifically enumerated in the definition of Operating Costs above; (viii) costs, fines or penalties incurred due to Landlord’s violation of any Law; (ix) any late fees for Landlord’s failure to timely pay any Operating Costs as they come due and payable; (x) any expenses incurred for structural repairs and replacements and roof replacement; and (xi) any proration for compensation of any employee of Landlord other than the Property Manager or maintenance personnel of the property.

(2) “ Taxes ” means: all real property taxes and general, special or district assessments or other governmental impositions, of whatever kind, nature or origin, imposed on or by reason of the ownership or use of the Property; service payments in lieu of taxes and taxes and assessments of every kind and nature whatsoever levied or assessed in addition to, in lieu of or in substitution for existing or additional real or personal property taxes on the Property or the personal property described above; and the reasonable cost of contesting by appropriate proceedings the amount or validity of any taxes, assessments or charges described above.

(3) “ Tenant’s Share ” means the Rentable Area divided by the Building Rentable Area, as set forth in the Basic Lease Information. If the Building Rentable Area is changed or the Rentable Area is changed by Tenant’s leasing of additional space hereunder or for any other reason, Tenant’s Share shall be adjusted accordingly.

(b) Additional Rent .

(1) Tenant shall pay Landlord, as “ Additional Rent ” for each calendar year or portion thereof during the Term, Tenant’s Share of the sum of (x) Operating Costs for such period, and (y) Taxes for such period. During the first six months of the Initial Term of this Lease, no Additional Rent payable pursuant to this Section 3.2 shall be paid nor incurred by the Tenant.

(2) Prior to the beginning of each calendar year, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord’s prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate).

(3) As soon as reasonably practicable after the end of each calendar year during the Term or any Extension Term, Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs, Taxes and Additional Rent for the year and the total payments made by Tenant with respect thereto. Unless Landlord delivers such statement, or any subsequent amendment, correction or modification thereof, to Tenant within twenty-four (24) months after the end of the calendar year in which such Additional Rent was incurred by Landlord, then Landlord shall not be permitted to recover any additional Additional Rent from Tenant relating to such calendar year. Unless Tenant raises any objections to Landlord’s statement within twenty-four (24) months after receipt of the

Page 7

same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant objects to such statement, then Landlord shall provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection by Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver Landlord’s statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s statement.

(4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within thirty (30) days of Tenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the Rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant’s Share of Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within thirty (30) days after Tenant’s receipt of Landlord’s final statement for the calendar year in which this Lease terminates, the difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof.

3.3 Payment of Rent . All amounts payable or reimbursable by Tenant under this Lease, including late charges and interest (collectively, “ Rent ”), shall constitute rent and shall be payable and recoverable as rent in the manner provided in this Lease. All sums payable to Landlord on demand under the terms of this Lease shall be payable within thirty (30) days after notice from Landlord of the amounts due. All rent shall be paid without offset, recoupment or deduction in lawful money of the United States of America to Landlord at Landlord’s Address for Payment of Rent as set forth in the Basic Lease Information, or to such other person or at such other place as Landlord may from time to time designate.

4. SECURITY DEPOSIT. On execution of this Lease, Tenant shall deposit with Landlord the amount specified in the Basic Lease Information as the Security Deposit (the “ Security Deposit ”), as security for the performance of Tenant’s obligations under this Lease. Landlord may (but shall have no obligation to) use the Security Deposit or any portion thereof to cure any Event of Default under this Lease or to compensate Landlord for any damage Landlord incurs as a result of Tenant’s failure to perform any of Tenant’s obligations hereunder. In such event, Tenant shall pay to Landlord on demand an amount sufficient to replenish the Security Deposit. If Tenant is not in default at the expiration or termination of this Lease, Landlord shall return to Tenant the Security Deposit or the balance thereof then held by Landlord and not applied as provided above. Landlord may commingle the Security Deposit with Landlord’s general and other funds. Landlord shall not be required to pay interest on the Security Deposit to Tenant.

5. USE AND COMPLIANCE WITH LAWS.

5.1 Use . The Premises shall be used and occupied for the Permitted Use and for no other use or purpose. Tenant shall comply with all present and future Laws relating to Tenant’s use or occupancy of the Premises (and make any repairs, alterations or improvements as required to comply with all such Laws), and shall observe the Building Rules (as defined in Section 27 - Rules and Regulations ). Tenant shall not do, bring, keep or sell anything in or about the Premises that is prohibited by, or that will cause a cancellation of or an increase in the existing premium for, any insurance policy covering the Property or any part thereof. Tenant shall not permit the Premises to be occupied or used in any manner that will constitute waste or a nuisance, or disturb the quiet enjoyment of or otherwise annoy other tenants in the Building. No waste, materials or refuse shall be dumped upon or permitted to remain outside the Premises and on the Property. Tenant shall not, without the prior consent of Landlord, (i) bring into the Building or the Premises anything that may cause substantial noise, odor or vibration, overload the floors in the Premises or the Building or any of the heating, ventilating and air-conditioning (“ HVAC ”), mechanical, plumbing, electrical, fire protection, life safety, security or other systems in the Building (“ Building Systems ”), or jeopardize the structural integrity of the Building or any part thereof; (ii) connect to the utility systems of the Building any apparatus, machinery or other equipment other than that for which the utility systems have been designed; or (iii) connect to any electrical circuit in the Premises any equipment or other load with aggregate electrical power requirements in excess of 80% of the rated capacity of the circuit.

Page 8

5.2 Hazardous Materials .

(a) Definitions .

(1) “ Hazardous Materials ” shall mean any substance: (A) that now or in the future is regulated or governed by, requires investigation or remediation under, or is defined as a hazardous waste, hazardous substance, pollutant or contaminant under any governmental statute, code, ordinance, regulation, rule or order, and any amendment thereto, including the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. §9601 et seq ., and the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq ., or (B) that is toxic, explosive, corrosive, flammable, radioactive, carcinogenic, dangerous or otherwise hazardous, including gasoline, diesel fuel, petroleum hydrocarbons, polychlorinated biphenyls (PCBs), asbestos, radon and urea formaldehyde foam insulation.

(2) “ Environmental Requirements ” shall mean all present and future Laws, orders, permits, licenses, approvals, authorizations and other requirements of any kind applicable to Hazardous Materials.

(3) “ Handled by Tenant ” and “ Handling by Tenant ” shall mean and refer to any installation, handling, generation, storage, use, disposal, discharge, release, abatement, removal, transportation, or any other activity of any type by Tenant or its agents, employees, contractors, licensees, assignees, sublessees, transferees or representatives (collectively, “ Tenant’s Representatives ”) or its guests, customers, invitees, or visitors (collectively, “ Tenant’s Visitors ”), at or about the Premises in connection with or involving Hazardous Materials.

(4) “ Environmental Losses ” shall mean all costs and expenses of any kind, damages, fines and penalties incurred in connection with any violation of and compliance with Environmental Requirements and all losses of any kind attributable to the diminution of value, loss of use or adverse effects on marketability or use of any portion of the Premises or Property.

(b) Tenant’s Covenants . Except for the Permitted Hazardous Materials (defined herein), no Hazardous Materials shall be Handled by Tenant at or about the Premises or Property without Landlord’s prior written consent, which consent may be granted, denied, or conditioned upon compliance with Landlord’s requirements, all in Landlord’s sole discretion. Notwithstanding the foregoing, normal quantities and use of those Hazardous Materials customarily used in the conduct of Tenant’s Permitted Use, such as copier fluids and cleaning supplies (“ Permitted Hazardous Materials ”), may be used and stored at the Premises without Landlord’s prior written consent, provided that Tenant’s activities at or about the Premises and Property and the Handling by Tenant of all Hazardous Materials shall comply at all times with all Environmental Requirements. At the expiration or termination of the Lease, Tenant shall promptly remove from the Premises and Property all Hazardous Materials Handled by Tenant at the Premises or the Property. Tenant shall keep Landlord fully and promptly informed of all Handling by Tenant of Hazardous Materials other than Permitted Hazardous Materials. Tenant shall be responsible and liable for the compliance with all of the provisions of this Section by all of Tenant’s Representatives and Tenant’s Visitors, and all of Tenant’s obligations under this Section (including its indemnification obligations under paragraph (e) below) shall survive the expiration or termination of this Lease.

(c) Compliance . Tenant shall at Tenant’s expense promptly take all actions required by any governmental agency or entity in connection with or as a result of the Handling by Tenant of Hazardous Materials at or about the Premises or Property, including inspection and testing, performing all cleanup, removal and remediation work required with respect to those Hazardous Materials, complying with all closure requirements and post-closure monitoring, and filing all required reports or plans. All of the foregoing work and all Handling by Tenant of all Hazardous Materials shall be performed in a good, safe and workmanlike manner by consultants qualified and licensed to undertake such work and in a manner that will not interfere with any other tenant’s quiet enjoyment of the Property or Landlord’s use, operation, leasing and sale of the Property. Tenant shall deliver to Landlord prior to delivery to any governmental agency, or promptly after receipt from any such agency, copies of all permits, manifests, closure or remedial action plans, notices, and all other documents relating to the Handling by Tenant of Hazardous Materials at or about the Premises or Property. If any lien attaches to the Premises or the Property in connection with or as a result of the Handling by Tenant of Hazardous Materials, and Tenant does not cause the same to be released, by payment, bonding or otherwise, within forty-five (45) days after the attachment thereof, Landlord shall have the right but not the

Page 9

obligation to cause the same to be released and any sums expended by Landlord (plus Landlord’s administrative costs) in connection therewith shall be payable by Tenant on demand.

(d) Landlord’s Rights . Landlord shall have the right with twenty-four (24) hours prior written notice (and without notice in emergencies), but not the obligation, to enter the Premises at any reasonable time (i) to confirm Tenant’s compliance with the provisions of this Section 5.2, and (ii) to perform Tenant’s obligations under this Section if Tenant has failed to do so after reasonable written notice to Tenant. Landlord shall also have the right to engage qualified Hazardous Materials consultants to inspect the Premises and review the Handling by Tenant of Hazardous Materials, including review of all permits, reports, plans, and other documents regarding same. If Tenant fails to perform its obligations under this Section 5.2 after written notice from Landlord and such failure continues for a period of thirty (30) days thereafter, then Landlord may, at its option, cure such non-performance, and Tenant shall pay to Landlord on demand the costs of Landlord’s consultants’ fees and all reasonable costs incurred by Landlord in performing Tenant’s obligations under this Section. Landlord shall use reasonable efforts to minimize any interference with Tenant’s business caused by Landlord’s entry into the Premises, but Landlord shall not be responsible for any interference caused thereby.

(e) Tenant’s Indemnification . Tenant agrees to indemnify, defend, protect and hold harmless Landlord and its partners or members and its or their partners, members, directors, officers, shareholders, employees and agents from all Environmental Losses and all other claims, actions, losses, damages, liabilities, costs and expenses of every kind, including reasonable attorneys’, experts’ and consultants’ fees and costs, incurred at any time and arising from or in connection with the Handling by Tenant of Hazardous Materials at or about the Property or Tenant’s failure to comply in full with all Environmental Requirements with respect to the Premises. The obligations of Tenant under this subsection (e) shall survive the expiration or termination of this Lease.

(f) Landlord’s Indemnification and Representation . Landlord agrees to indemnify, defend, protect and hold harmless Tenant and its partners or members and its or their partners, members, directors, officers, shareholders, employees and agents from all Environmental Losses and all other claims, actions, losses, damages, liabilities, costs and expenses of every kind, including reasonable attorneys’, experts’ and consultants’ fees and costs, incurred at any time and arising from or in connection with the Handling by Landlord of Hazardous Materials at or about the Property or Landlord’s failure to comply in full with all Environmental Requirements with respect to the Premises to the extent such compliance arises because of Landlord’s Handling of Hazardous Materials. “ Handling by Landlord ” shall mean and refer to any installation, handling, generation, storage, use, disposal, discharge, release, abatement, removal, transportation, or any other activity of any type by Landlord or its agents, employees, contractors, licensees, assignees, sublessees, transferees or representatives (collectively, “ Landlord’s Representatives ”) or its guests, customers, invitees, or visitors (collectively, “ Landlord’s Visitors ”), at or about the Property in connection with or involving Hazardous Materials. In addition to the foregoing, Landlord represents to Tenant, to the best of its actual knowledge, and except as disclosed in any environmental reports or other documentation delivered to Tenant on or before the date of this Lease, if any, that there are no Hazardous Materials present at the Premises. The obligations of Landlord under this subsection (f) shall survive the expiration or termination of this Lease.

5.3 Americans With Disabilities Act . The parties agree that the liabilities and obligations of Landlord and Tenant under that certain federal statute commonly known as the Americans With Disabilities Act as well as the regulations and accessibility guidelines promulgated thereunder as each of the foregoing is supplemented or amended from time to time (collectively, the “ ADA ”) shall be apportioned as follows:

(a) If any of the Common Areas and all rules and regulations applicable to the Premises, the Building or the Project, fails to comply with the ADA, such nonconformity shall be promptly made to comply by Landlord. Landlord shall also cause the manager of the Building and the Project (the “Manager”) to comply with the ADA in its operation of the Building and the Project.

(b) Landlord agrees that the Tenant Improvements to be constructed by Landlord pursuant to Exhibit B shall be constructed in compliance with all ADA requirements in effect as of the Commencement Date of this Lease. From and after Commencement Date, Tenant covenants and agrees to conduct its operations within the Premises in compliance with the ADA. If any portion of the Premises fails to comply with the ADA, such nonconformity shall be promptly made to comply (i) by Tenant if (x) it is a new requirement under the ADA, (y) it is required because of any Alterations or Tenant Improvements to be constructed by Tenant at the Premises, or (z) it is required because of Tenant’s

Page 10

particular use of the Premises other than for general office/warehouse pur