Exhibit 10.2

 

CENTURY PARK

STANDARD FORM LEASE

This Lease, dated as of this 3rd day of April, 2015, is made by and between KEITH C. & TRACI A. ESTES TRUST (herein called "Landlord") and GIGOPTIX, INC., a Delaware Corporation­­­­ (herein called "Tenant").

Landlord does hereby lease to Tenant and Tenant hereby leases from Landlord that certain space (herein called "Premises") containing approximately 6,100 square feet of interior floor area as indicated in Exhibit A.  The Premises are situated within a building (the "Building") within the complex known as Century Park Bldg 3.  Said Premises and the Center are located at 12820 Earhart Ave Auburn, County of Placer, and State of California.

This Lease is subject to the terms, covenants and conditions herein set forth and Landlord and Tenant covenant as a material part of the consideration for this Lease to keep and perform each and all of said terms, covenants and conditions by them to be kept and performed.

Tenant shall use the Premises for engineering offices and one small lab area for testing of electronic components and shall not use or permit the Premises to be used for any other purpose without prior written consent of Landlord.  Landlord shall not unreasonably withhold, delay, or condition such consent.

* Consideration for tenant moving expenses.

(Tenant shall be responsible for suite janitorial and utilities as set forth in Article 14.)

 If any installment of rent shall not be received by Landlord or Landlord's designee within five calendar (5) days after due date specified by this Lease, then Tenant shall pay to Landlord a late charge equal to ten percent (10%) of  outstanding charges.   Acceptance of such late charges by the Landlord shall in no event constitute a waiver of Tenant’s default with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder.  Tenant hereby agrees that if Tenant is subject to a late charge for two (2) consecutive months, Rent for the following twelve (12) months shall automatically be adjusted to be quarterly rental, payable in advance, commencing upon the first day of the month following such consecutive late month and continuing for the next twelve (12) months on a quarterly basis in advance.

 

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Insufficient Funds Checks -- Checks returned by Tenant's bank for insufficient funds or closed accounts will be subject to a $25.00 check charge, in addition to applicable late charges, which will be paid immediately to Landlord.

Concurrently with Tenant’s execution of this Lease, Tenant has deposited with Landlord the sum of SIX THOUSAND ONE HUNDRED FOURTY EIGHT AND AND NO/100 Dollars ($6,148.00).  Said sum shall be held by Landlord as security for the faithful performance by Tenant of all the terms, covenants, and conditions of this Lease to be kept and performed by Tenant during the term hereof.  If Tenant defaults with respect to any provision of this Lease, including, but not limited to the provisions relating to the payment of Rent, Landlord may (but shall not be required to) use, apply or retain all or any part of this security deposit for the payment of any rent or any other sum in default, or for the payment of any amount which Landlord must spend or become obligated to spend by reason of Tenant's default, or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default.  If any portion of said deposit is so used or applied, Tenant shall, within five (5) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the security deposit to its original amount and Tenant's failure to do so shall be a default under this Lease.  Landlord shall not be required to keep this security deposit separate from its general funds, and Tenant shall not be entitled to interest on such deposit.  If Tenant is not in default, the security deposit or any balance thereof shall be returned to Tenant (or, at Landlord option, to the last assignee of Tenant's interest hereunder) within twenty (20) days following the expiration of the Lease term.  In the event of termination of Landlord's interest in this Lease, said deposit, or any part thereof not previously applied, may be turned over by Landlord to Landlord's grantee and, if so turned over, Tenant agrees to look solely to such grantee for proper application of (the deposit in accordance with the terms of this Article 7, and the return thereof in accordance herewith.   The holder of a mortgage on property which includes the Premises shall never be responsible to Tenant for the return or application of any such deposit, whether or not such holder succeeds to the position of Landlord hereunder, unless such deposit shall have been received in hand by such holder.

 

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8.3

Property Insurance

 

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8.10 Additionally Insured.  Tenant's insurance as stated in Article 8 of the Lease, shall include Landlord as additionally insured.  Tenant shall furnish to Landlord within twenty (20) days prior to Tenant's taking possessions of the Premises, evidence of Tenant's insurance.

Tenant shall not do nor permit anything to be done in or about the Premises, nor bring or keep anything therein which is not within the permitted use of the Premises, which will in any way increase the existing rate of or affect any fire or other insurance upon the Building or any of its contents, nor cause a cancellation of any insurance policy covering said Building or the Center or any part thereof or any of its contents.  Tenant shall not do nor permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the Building or the Center or injure or annoy them nor use or allow the Premises to be used for any improper, immoral, unlawful or objectionable purpose; nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises.  Tenant shall not commit nor allow to be committed any waste in or upon the Premises.

(c)       

 Notwithstanding anything in this Lease, Landlord shall be responsible for all structural alterations to the building shell required under new or existing law.

Tenant shall not make or allow to be made any alterations, additions or improvements to or of the Premises or any part thereof excepting non-structural interior alterations not exceeding One Thousand Dollars ($1,000.00) in cost without first obtaining the written consent of Landlord, and such governmental approvals and building permits as required by building code, and any alterations, additions or improvements to or of said Premises, including, but not limited to, wall covering, paneling and built-in cabinet work, but excepting movable furniture and trade fixtures, shall at once become a part of the realty and belong to the Landlord and shall be surrendered with the Premises at the election of the Landlord, the Landlord may, in Landlord’s sole discretion, require that the Premises be returned to its standard original condition with such interior walls, plumbing, cabinetry, lighting, wall coverings, flooring, removed to the Landlord’s reasonable satisfaction.  The Premises shall be repainted prior to Tenant vacating the Premises.  Should the Tenant fail to complete the removal of improvements as required by Landlord, the Landlord may remove the improvements in which case the reasonable cost of removal plus a service charge equal to twenty-five (25%) of the cost of removal and reconditioning shall be payable by the Tenant to the Landlord within ten (10) days of Tenant’s receipt of Landlord’s billing for such work.  In the event Landlord consents to the making of any alterations, additions or improvements to the Premises by Tenant, the same shall be made by Tenant at Tenant’s sole cost and expense.  Notwithstanding anything to the contrary herein, no installation, alterations, additions or improvements to or of any electrical system or outlet to or of the Premises, or any part thereof, shall be made, or allowed to be made by Tenant without first obtaining the written consent of Landlord.  Upon the expiration or sooner termination of the term hereof, Tenant shall, upon written demand by Landlord,  at least thirty (30) days prior to the end of the term, at Tenant's sole cost and expense, forthwith and with all due diligence, remove any alterations, additions, or improvements made by Tenant designated by Landlord to be removed, including trade fixtures, movable furniture and inventory, and Tenant shall, forthwith and with all due diligence, at its sole cost and expense, repair any damage to the Premises caused by such removal.  Landlord shall not unreasonably withhold, delay, or condition consent under this Article.

 

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By occupancy or entry to the Premises hereunder, Tenant shall be deemed to have accepted the Premises as being in good, sanitary order, condition and repair except as to items identified by Tenant pursuant to Article 6.3.  Tenant shall, at Tenant’s sole cost and expense, keep the Premises and every part thereof in good condition and repair (except as hereinafter provided with respect to Landlord's obligations.  Tenant shall, upon the expiration or sooner termination of the term of this Lease, surrender the Premises to the Landlord in the same condition as when first occupied in good condition, broom clean, ordinary wear and tear and damage from causes beyond the reasonable control of Tenant excepted subject to Article 11 of this Lease.  Any damage to adjacent Premises caused by Tenant's use of the Premises shall be repaired at the sole cost and expense of Tenant.   In the event Tenant fails to maintain the Premises in good order, condition and repair, Landlord shall give Tenant notice to do such acts as are reasonably required so to maintain Premises.  In the event Tenant fails to commence such work within 30 days of receiving such notice or diligently prosecute the same to completion, Landlord may, but is not obligated to, perform such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work.  Landlord shall be paid by Tenant promptly after demand with interest at ten percent (10%) per annum from the date of such work.  Landlord shall have no liability to Tenant for any damage, inconvenience or interference with the use of the Premises by Tenant as a result of performing any such work or by reason of undertaking the repairs required by this Article 11.  .

Tenant shall keep the Premises and the property in which the Premises are situated free from any liens arising out of any work performed, materials furnished or obligations incurred by or on behalf of Tenant.  Landlord may require, at Landlord’s sole option, that Tenant shall provide to Landlord, at Tenant's sole cost and expense, a lien and completion bond in an amount equal to one and one-half (1 1/2) times the estimated cost of any improvements, additions, alterations in the Premises which the Tenant desires to make, to insure Landlord against any liability for mechanics' and material men’s liens and to insure completion of the work.

 

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Except for the excluded transactions set forth in this Article, Tenant shall not voluntarily, or by operation of law, assign, transfer, mortgage, sublet or otherwise transfer or encumber all or any part of Tenant's interest in this Lease or in the Premises without Landlord's prior written consent which shall not be unreasonably withheld.  Any attempt to assignment, transfer, mortgage, encumbrance or subletting without such consent shall be void and shall constitute a breach of this Lease.  Regardless of Landlord's consent, no subletting or assignment shall release Tenant from Tenant’s obligation or alter the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder.  The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision hereof.  Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting.  In the event that Landlord shall consent to a sublease or assignment under the provisions of this Article 15, Tenant shall pay Landlord’s reasonable attorney’s fees not to exceed $2,000 incurred in connection with giving such consent.  Prior to such approval by Landlord of subletting or assignment, Tenant shall provide Landlord with information concerning the proposed assignees or subtenants financial responsibility.  Further, if for any proposed assignment or sublease Tenant receives rent or other consideration either initially or over the term of the assignment of sublease, in excess of the rent called for hereunder, or in case of the sublease of a portion of the Premises in excess of such rent fairly allocable to such portion, after appropriate adjustments to assure that all other payments called for hereunder taken into account, Tenant shall pay to Landlord as additional rent hereunder all of the excess of each such payment of rent or other consideration received by Tenant promptly after its receipt.  Landlord shall not unreasonably withhold, delay, or condition approval under this article.  For purposes of this Article, the following are considered “Excluded Transactions”:  (a) any transfer of Tenant’s interest in this Lease to any entity that is a corporate affiliate of Tenant; and (b) any change in the ownership or control of Tenant, including, but not limited to, any sale or transfer of stock or other ownership interests, merger, consolidation, or similar transactions.  Landlord’s consent is not required prior to any Excluded Transaction.

Tenant shall pay for all janitorial, water, gas, heat, light, power and sewer charges, telephone service, fire alarm service, HVAC maintenance and all other services and metered utilities supplied to the Premises, together with any taxes thereon.  If any such services are not separately metered or otherwise assessed or charged to Tenant, Tenant shall pay a pro rata share of all charges jointly metered or shared with other Premises, to be calculated by multiplying such charges by the floor area (in square feet) of the Premises occupied by Tenant, divided by the gross leasable floor area (in square feet) Center.  Landlord’s billings for such utilities and services shall be accompanied by documentation of the total charges incurred and the method for determining Tenant’s proportionate share.  Tenant shall not be responsible for any costs or expenses not actually incurred by Landlord, costs or expenses that are separately reimbursed or reimbursable by third parties, including tenants, or costs and expenses that exclusively or disproportionately benefit other tenant(s) in the Center.

14.1   Government Energy or Utility Controls.  In the event of imposition of federal, state or local government controls, rules, regulations, or restrictions on the use or consumption of energy or other utilities during the Term, both Landlord and Tenant shall be bound thereby.  In the event of a difference in interpretation by Landlord and Tenant of any such controls, the reasonable interpretation of Landlord shall prevail, and Landlord shall have the right to enforce compliance therewith, including the right of entry into the Premises to effect compliance.

 

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Tenant shall pay, or cause to be paid, before delinquency, any and all taxes levied or assessed and which become payable during the term hereof upon all Tenant's leasehold improvements, equipment, furniture, fixtures, and any other personal property located in the Premises.  In the event any or all of the Tenant's leasehold improvements, equipment, furniture, fixtures, and other personal property shall be assessed and taxed with the real property, Tenant shall pay to Landlord its share of such taxes within ten (10) days after delivery to Tenant by Landlord of a statement in writing setting forth the amount of such taxes applicable to Tenant’s property and copy of the tax bill received by Landlord.

Tenant shall faithfully observe and comply with the reasonable rules and regulations affecting the Center that Landlord shall from time to time promulgate and/or modify to the extent such rules and regulations do not unreasonably interfere with Tenant’s use and enjoyment of the Premises.  The rules and regulations shall be binding upon the Tenant upon delivery of a copy of them to Tenant.  Landlord shall not be responsible to Tenant for the nonperformance of any said rules and regulations by any other tenants or occupants of the Center.

If Tenant shall remain in possession of the Premises after the expiration of the term of this Lease, Tenant will be deemed to be occupying the Premises as a tenant-at-sufferance subject to all the covenants and obligations of this Lease and at a daily rental of twice the per diem Rent provided hereunder, computed on the basis of a thirty (30) day month, and Tenant will vacate the Premises and deliver the same to Landlord upon Tenant’s receipt of notice from Landlord to vacate the Premises.  If any Property not belonging to Landlord remains at the Premises after the expiration of the term of this Lease, Tenant hereby authorizes Landlord to make such disposition of such property as Landlord may desire without liability for compensation or damages to Tenant upon ten (10) days written notice.  In the event that such property belongs to someone other than Tenant, Tenant agrees to indemnify and hold Landlord harmless from all suits, actions, liabilities, losses, damages and expenses in connection with or incident to any removal, exercise of dominion over and/or disposition of such property by Landlord.

Landlord reserves, and shall at any and all times (upon reasonable notice to Tenant, except in the event of an emergency) has, the right to enter the Premises to inspect the same, to submit said Premises to prospective purchasers or tenants, to post notices of non-responsibility, to repair the Premises and any portion of the Building of which the Premises are a part that Landlord may deem necessary or desirable, without abatement of Rent, unless such actions unreasonably impair Tenant’s use and enjoyment of the premises.   and may for that purpose erect scaffolding and other necessary structures where reasonably required by the character of the work to be performed, always providing that the entrance to the Premises shall not be unreasonably blocked thereby, and further providing that the business of the Tenant shall not be interfered with unreasonably.  Tenant hereby waives any claim for damages or for any injury or inconvenience to or interference with Tenant's business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby except to the extent Landlord’s actions unreasonably impair tenant’s use and enjoyment of the Premises, or to the extent Landlord or its agents, officers, employees or representatives act or omit to act negligently, or commit intentional misconduct.  Landlord shall have the right to use any and all means which Landlord may deem proper to open said doors in an emergency, in order to obtain entry to the Premises without liability to Tenant except for any failure to exercise due care for Tenant's property and any entry to the Premises obtained by Landlord by any means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction of Tenant from the Premises or any portion thereof.  Up to 6 months prior to the expiration of the lease, Landlord’s brokers shall, with reasonable notice, have the right to tour the space in order to continue marketing the space.

 

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Landlord shall have the following remedies if Tenant commits a default.  These remedies are not exclusive; they are cumulative in addition to any remedies now or later allowed by law.

 

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The worth, at the time of the award is to be computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award.

 

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Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within a reasonable time, but in no event later than thirty (30) days after notice by Tenant to Landlord in writing specifying wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for performance then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion.

In the event the Premises are damaged by fire or other perils covered by extended coverage insurance, Landlord agrees to forthwith repair same, and this Lease shall remain in full force and effect, except that Tenant shall be entitled to a proportionate reduction of the Rent and other amounts otherwise payable under this Lease from the date of damage and while such repairs are being made, such proportionate reduction to be based upon the extent to which the damage and making of such repairs shall reasonably interfere with the business carried on by the Tenant in the Premises.  If the damage is due to the fault or neglect of Tenant or its employees, there shall be no abatement of rent.  In the event the Premises are damaged as a result of any cause other than the perils covered by fire and extended coverage insurance, then Landlord shall have the option:  (1) to repair or restore such damage, this Lease continuing in full force and effect, but the Rent to be proportionately reduced as provided hereinabove in this Article; or (2) give notice to Tenant any time within sixty (60) days after such damage, terminating this Lease as of the date specified in such notice, which date shall be no more than thirty (30) days after the giving of such notice.  In the event of giving such notice, this Lease shall expire and all interest of the Tenant in the Premises shall terminate on the date so specified in such notice and the Rent, reduced by a proportionate reduction, based upon the extent, if any, to which such damage interfered with the business carried on by the Tenant in the Premises, shall be paid up to the date of such termination.  Notwithstanding anything to the contrary contained in this Article, Landlord shall not have any obligation whatsoever to repair, reconstruct or restore the Premises when the damage resulting from any casualty covered in this Article occurs during the last twenty four (24) months of the term of this Lease or any extension thereof. Landlord shall not be required to repair any injury or damage by fire or other cause, or to make any repairs or replacements of any leasehold improvements, fixtures, or other personal property of Tenant.

If more than twenty five percent (25%) of the Premises shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain and such taking materially effects the Tenant’s ability to conduct the Tenant’s business in the Premise or the Landlord’s operation of the Center then, either party hereto shall have the right, at its option, within sixty (60) days after said taking, to terminate this Lease upon thirty (30) days written notice.  If less than twenty five percent (25%) of the Premises are taken, or if more than twenty five percent (25%) is taken and neither party elects to terminate as herein provided, the Rent thereafter to be paid shall be equitably reduced.  If any part of the Center other than the Premises may be so taken or appropriated, Landlord shall within sixty (60) days of said taking have the right at its option to terminate this Lease upon written notice to Tenant.  In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease.

 

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All areas within the exterior boundaries of the Center which are not now or hereafter held for lease or occupation by Landlord or used by other persons entitled to occupy floor space in the Center shall be deemed Common Areas.  Landlord may make changes at any time and from time to time in the size, shape, location, and extent of the Common Area, and no such change shall entitle Tenant to any abatement of Rent.  Landlord covenants that except as otherwise provided herein below, an area approximately equal to the Common Area which includes automobile parking, shall be at all times available for the non-exclusive use of Tenant during the full term of this Lease or any extension of the term hereof, provided that the condemnation or other taking by any public authority, or sale in lieu of condemnation, of any or all of such Common Area shall not constitute a violation of this covenant; provided further, however, that Landlord reserves the right to change the entrances, exits, traffic lanes and the boundaries and locations of such Common Area including automobile parking and to construct buildings and other improvements thereon if in the sole good faith judgment of Landlord such construction shall be for the overall benefit of the Center and will not substantially interfere with ingress and egress from the Premises or the flow of vehicular traffic in the Center.  The Common Area of the Center shall include, but is not necessarily be limited to driveways, parking areas, landscape areas, loading and unloading area, walkways, handicapped ramps and parking area, patios, , and exterior lighting.

 

Tenant may affix and maintain upon the glass panes and sign area above the windows upon the exterior walls of the Premises only such signs, advertising, placards, names, insignia, trademarks and descriptive material as shall have first received the written approval of Landlord as to type, size, color, location, copy nature and display qualities.  Landlord shall not withhold such written approval of such signage material so long as it conforms with the Signage Criteria and incorporated herein by this reference and any and all sign criteria established by the County of Placer applicable to the Center or the Premises.  Tenant shall not affix any sign to the roof.  The Landlord shall, at Landlord’s sole discretion, approve or disapprove the installation of any tenant signs on or as a part of Project Identification signs erected by the Landlord adjacent to the public streets.  No free standing “A” frame signs will be allowed.

 

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Tenant may not display or sell merchandise or allow grocery carts or other similar devices within the control of Tenant to be stored or to remain outside the defined exterior walls and permanent doorways of the Premises.  Tenant further agrees not to install any exterior lighting, amplifiers or similar devices or use in or about the Premises any advertising medium which may be heard or seen outside the Premises, such as flags, banners, flashing lights, searchlights, loudspeakers, phonographs or radio broadcasts.

Tenant shall not conduct or permit to be conducted any sale by auction in, upon or from the Premises whether said auction by voluntary, involuntary, pursuant to any assignment for the payment of creditors or pursuant to any bankruptcy or other insolvency proceeding.

Tenant specifically agrees to look solely to Landlord's then equity interest in that part of the Center at the time owned, or in which Landlord holds an interest as ground lessee, for recovery of any judgment from Landlord, it being specifically agreed that neither Landlord, nor any successor holder of Landlord's interest hereunder, nor any beneficiary of any trusts of which any person from time to time holding Landlord's interest is trustee, shall ever be personally liable for any such judgment, or for the payment of any monetary obligation to Tenant.  The provision contained in the foregoing sentence is not intended to, and shall not, limit any right that Tenant might otherwise have to obtain injunctive relief against Landlord or Landlord's successors in interest, or any other action not involving the personal liability of Landlord, or any successor holder of Landlord's interest hereunder, or any beneficiary of any trust of which any person from time to time holding Landlord's interest is trustee, to respond in monetary damages from Landlord's assets other than Landlord's equity interest aforesaid in the Center.

 

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At any time during the term of this Lease, Tenant shall, upon ten (10) days prior written notice from Landlord, provide any institutional lender which is negotiating with Landlord for interim, construction or permanent financing during the term of this Lease, with a current financial statement and financial statements for each of the two (2) years prior to the then current fiscal statement year, as filed with the U.S. Securities and Exchange Commission.  Tenant’s obligations to provide such statements shall be limited to statements that are publicly available as of the date of Landlord’s request.  Such statements shall be sent directly to such institutional lender and not through Landlord.  Such current statement shall be prepared in accordance with generally accepted accounting principles and, if such is the normal practice of Tenant shall be audited by an independent certified public accountant.

This Lease is subject to Landlord’s approval of Tenant’s financial condition..

The waiver by Landlord or Tenant of any term, covenant or condition herein contained shall not be deemed to be a waiver of such terms, covenant or condition or any subsequent breach of the same or any other term, covenant or condition herein contained.  The subsequent acceptance of rent hereunder by Landlord shall not be deemed to be a waiver of any preceding default by Tenant of any term, covenant or condition of this Lease, other than the failure of the Tenant to pay the particular rental so accepted, regardless of Landlord's knowledge of such preceding defaults at the time of such rent.

This Lease and the obligations of the Tenant hereunder shall not be affected or impaired because the Landlord is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of strike oracts of God.

If there be more than one Tenant the obligations hereunder imposed shall be joint and several.  The covenants and conditions herein contained, subject to the provision as to assignment, apply to and bind the heirs, successors, executors, administrator and assigns of the parties hereto.

If Tenant is a corporation, each individual executing this Lease on behalf of said corporation represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of said corporation, in accordance with the bylaws of said corporation, and that this Lease is binding upon said corporation.

All notices and demands which may or are to be required or permitted to be given by either party on the other shall be in writing.  All notices and demands by the Landlord to the Tenant shall be sent by certified mail, return receipt requested, postage prepaid, or delivered in person addressed to the Tenant at the Premises, at the address herein below, or to such other place as Tenant may from time to time designate in a notice to the Landlord.  All notices and demands by the Tenant to the Landlord shall be sent by certified mail, return receipt requested, pottage prepaid, or delivered in person addressed to the Landlord at the address set forth herein, and to such other person or place as the Landlord may from time to time designate in a notice to the Tenant.

 

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To Landlord at:

12820 Earhart Ave., Auburn, CA.  95602

To Tenant at:

130 Baytech Drive, San Jose, CA 95134

Marginal Headings.  The marginal headings and titles to the Sections and Articles of this Lease are not a part of the Lease and shall have no effect upon the construction or interpretation of any part hereof.

Time. Time is of the essence of this Lease and of the performance of each and all of its provisions in which performance is a factor.

Recordation.  Neither Landlord nor Tenant shall record this Lease, but a short form memorandum hereof may be recorded at the request of Landlord.

Quiet Possession.  Upon Tenant paying the rent reserved hereunder and observing and performing all of the covenants, conditions, and provisions on Tenant's part to be observed and performed hereunder, Tenant shall have quiet possession of the Premises for the entire term hereof, subject to all the provisions of this Lease.

Partial Invalidity.  Any provision of this Lease which shall prove to be invalid, void, or illegal shall be in no way affect, impair or invalidate any other provision hereof and other provision shall remain in full force and effort.

Cumulative Remedies.  No remedy or election hereunder shall be deemed exclusive but shall, whenever possible, be cumulative with all other remedies at law or in equity.

Jurisdiction.  Placer County, State of California will be jurisdiction and venue of the action concerning this lease agreement.

Attorneys' Fees. In the event of any action or proceeding brought by either party against the other under this Lease the prevailing party shall be entitled to recover for the fees of its attorneys in such action or proceeding, including costs of appeal, if any, in such amount as the court may adjudge reasonable as attorneys’ fees.  In addition, should it be necessary for either party to employ legal counsel to enforce any of the provisions herein contained,  the other party agrees to pay all attorneys’ fees and court costs reasonably incurred.

Certain Rights Reserved By Landlord.  Landlord reserves the following rights, exercisable without liability to Tenant for (a) damage or injury to property, person or business, (b) causing an actual or constructive eviction from the Premises, or (c) disturbing Tenant’s use or possession of the Premises:

a.

To name the Building and Project and to change the name or street address of the Building or project; and

b.

To install and maintain all signs on the exterior of the Building and Project.

 

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In the event of any sale of the Premises by Landlord, Landlord shall be and is hereby entirely freed and relieved of all liability under any and all of its covenants and obligation contained in or derived from this Lease arising out of any act, occurrence or omission occurring after the consummation of such sale; and the purchaser, at such sale or any subsequent sale of the Premises shall be deemed, without any further agreement between the parties or their successors in interest or between the parties and any such purchaser, to have assumed and agreed to carry out any and all of the covenants and obligations of the Landlord under this Lease.

Tenant shall at any time and from time to time, upon not less than five (5) days prior written notice from Landlord, execute, acknowledge and deliver to Landlord an Estoppel  Statement in writing containing at a minimum the following:

Tenant covenants and agrees that this Lease is subject and subordinate to any mortgage or deed of trust which may now or hereafter encumber the Premises,  the Building or the Project, and to all renewals, modifications, consolidations, replacements and extensions thereof.  This clause shall be self-operative and no further instrument of subordination need be requested by any mortgagee.  However, Tenant will execute, if requested, a mutually-agreeable Subordination, Non-Disturbance and Attornment Agreement.  In the event of the enforcement by the trustee, mortgagee or the beneficiary under any such mortgage or deed of trust of the remedies provided for by law or by such mortgage or deed of trust, Tenant will become the Tenant of, and attorn to, such successor in interest without change in the terms or other provisions of this Lease.  Notwithstanding any other provision contained herein, this paragraph shall not result in an interference with Tenant’s Permitted Use and occupancy of the Premises or Tenant’s rights hereunder.

This Lease contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Lease, and no prior agreements or understanding pertaining to any such matters shall be effective for any purposes.  No provision of this Lease may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors in interest.  This Lease shall not be effective or binding on any party until fully executed by both parties hereto.  The submission of this Lease to Tenant shall be for examination purposes only and does not and shall not constitute a reservation of or option for Tenant to lease, or otherwise create any interest by Tenant in, the Premises or any other Premises situated in the shopping center.  Execution of this Lease by Tenant and return to Landlord shall not be binding upon Landlord, notwithstanding any time interval, until Landlord has in fact executed and delivered this Lease to the Tenant.

 

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(a) The Premises have not undergone an inspection by a Certified Access Specialist (CAS).

(b) Since compliance with the Americans with Disabilities Act (ADA) is dependent upon Lessee's specific use of the Premises, Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation. In the event that Lessee's use of the Premises requires modifications or additions to the Premises in order to be in ADA compliance, Lessee agrees to make any such necessary modifications and/or additions at Lessee's expense.

(c) Under the terms of this Lease, Landlord is not obligated to bring building to current ADA compliance.

Landlord, at Landlord’s sole cost and expense, shall deliver the premises in turn-key condition and as per the following:

-Replace carpet squares with holes using existing carpet squares from conference room or other offices as needed.  Room where carpet squares have been removed shall have new carpet installed.

The existing lease dated April 17, 2007 between The Estes Family Trust and Tahoe RF Semiconductor, and the amendment thereto, date November 14, 2012 which were assigned to Tenant  on or about June 30, 2014 will be terminated as of April 30, 2015.

The area indicated in Exhibit A and so designated as “Area Not included in lease” (hereafter “Area”) is approximately 2,300 sf and shall not be occupied.  GigOptix shall have the option up and until February 1, 2016 to notify Landlord of its intent to lease and rent said Area with the commencement of the additional lease term to begin on May 1, 2016. Notice will be given in accordance with the terms of the Lease.   However, should GigOptix occupy any portion of the Area prior to February 1, 2016 then the entirety of the Area,  2,300 sf,  shall be added to the existing lease and the monthly rent amount shall increase to $8,400.00 with the new monthly payment to begin upon use of the Area, prorated as needed.  Should Tenant not utilize any  or all of Area and  notice to Landlord is not be given by February 1^st 2016, Tenant will have waived its right to lease Area and  Landlord shall have the right to section off the Area by installing demising walls for the purposes of leasing the Area to another entity.

Exhibits.  The following Exhibits are attached to this Lease after the signatures and are incorporated herein by reference:

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Exhibit A - Floor Plan

 

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This Agreement has been prepared for submission to your attorney for his approval.  No representations or recommendation is made by the real estate Broker(s) or their agents or employees as to the legal sufficiency, legal effect, or tax consequences of this Agreement or the transaction involved herein.

EXHIBIT A Floor Plan

 

                         

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