Form DEFA14A FLEX LTD.

Filed by the Registrant

Filed by a party other than the Registrant

Preliminary Proxy Statement

CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

No fee required

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

In consideration of the obligation of Tenant to pay Rent as herein provided and of the other terms, covenants and conditions hereof, Landlord leases to Tenant, and Tenant takes from Landlord, the Premises, to have and to hold for the Lease Term, including (i) the exclusive right to use and occupy the Exclusive Areas, (ii) the non-exclusive right to use the Shared Areas in common with Landlord and the other occupants of the Site, and (iii) all easements, rights of way and appurtenances necessary or convenient for the use of the Premises for the Permitted Uses, including vehicular and pedestrian ingress and egress to and from the public roads serving the Site.

Landlord shall not voluntarily grant any easement, right of way, restriction, covenant or other encumbrance, nor amend or terminate any existing one, that affects the Exclusive Areas or that would materially and adversely affect Tenant’s operations at the Premises or its access thereto, including through the Shared Areas or the access routes described on Exhibit C, without Tenant’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Tenant shall not voluntarily grant or create any easement, right of way, restriction, covenant or other encumbrance affecting the Premises, the Shared Areas or the Site, other than the subleases and occupancy rights permitted under Section 20, without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Condition of the Premises. The Premises are existing, constructed and in operation, and Tenant takes them in their condition as of the Commencement Date, as inspected by Tenant, on an “as-is” basis, subject only to the following, which are conditions of delivery and not merely representations: (i) as of the Commencement Date, the Building systems and equipment serving the Premises (including electrical, mechanical, fire protection, HVAC, ventilation, water, sewer, compressed air, lighting, dock doors, dock levelers and elevators) shall be in good working order consistent with their operation immediately prior to the Commencement Date and in compliance with all Legal Requirements, except as otherwise recorded in the Baseline Condition Report; (ii) the Premises shall be free of any condition, other than as recorded in the Baseline Condition Report, that prevents, restricts or conditions the operation of Tenant’s business as conducted immediately prior to the Commencement Date; and (iii) Landlord and Tenant shall jointly prepare and execute, on the Commencement Date, a delivery and acceptance certificate (acta de entrega-recepción) and inventory of the Premises, and attach as Exhibit J a delivery condition report (the “Delivery Condition Report”) recording, as of the Commencement Date, the physical, environmental and regulatory compliance condition of the Premises (including urban development, environmental, civil protection, structural, permitting and licensing matters), the status of the Building systems, the meter readings and the keys handed over, the existing operating permits and licenses, the existing utility infrastructure and metering, and the outstanding regulatory matters listed on Exhibit G; and (iv) Landlord and Tenant shall jointly prepare, each Party bearing its own costs, no later than the Commencement Date, and the Parties shall attach as Exhibit K, (A) an inventory of the Site Equipment (as defined in Section 3(e)) located on, within, above or adjacent to the Buildings comprising the Premises, identifying for each item its owner, location, function, the Buildings or operations it serves, whether it is installed on a permanent or temporary basis, and any commitment previously made for its relocation or removal,

Any condition identified in the Delivery Condition Report as non-compliant, deficient or pending shall be corrected by Landlord at its sole cost and expense within [•] days following the Commencement Date, or within such longer period as the Parties agree in writing where correction cannot reasonably be completed within that period, and Landlord’s failure to do so shall entitle Tenant to the remedies set forth in Sections 9(d) and 25. The foregoing applies to any item of Site Equipment or condition of the Premises recorded in Exhibit K as failing to meet an applicable Mexican Official Standard, which Landlord shall remediate, modify, relocate, replace or remove, at its sole cost and expense, within the period set forth in this Section 1(d), without prejudice to Section 3(f). Any condition, defect or non-compliance with Legal Requirements (including urban development, environmental, civil protection, structural, permitting and licensing matters) existing at the Premises or the Site prior to the Commencement Date shall not be the responsibility of either Party, shall be recorded in the Baseline Condition Report and, where its correction is necessary under Legal Requirements or is required by any Governmental Authority, shall be corrected by Landlord at its sole cost and expense within [•] days following notice from either Party (or such longer period as is reasonably necessary, provided Landlord commences the correction within that period and diligently pursues it to completion). Tenant shall be responsible for, and shall indemnify, defend and hold harmless Landlord from and against any and all Losses arising out of, any non-compliance or damage caused by the operations of Tenant or its employees, contractors or invitees at the Premises or in the Shared Areas from and after the Commencement Date, and shall correct it at its sole cost and expense within [•] days following notice from Landlord (or such longer period as is reasonably necessary, provided Tenant commences the correction within that period and diligently pursues it to completion), failing which Landlord may exercise the rights set forth in Section 10. Notwithstanding anything to the contrary in this Lease, indemnification in respect of matters covered by this Section 1(d) shall be limited to actual and documented damages finally awarded by a court or arbitral tribunal of competent jurisdiction, or fines and penalties finally imposed by a Governmental Authority.

Landlord is a Mexican corporation duly incorporated and validly existing under the laws of Mexico, as evidenced in public deed No. [•], granted before Mr. [•], notary public No. [•] of [•], and registered with the Public Registry of Commerce of [•] under electronic commercial folio No. [•], and it has the corporate capacity and all corporate authorizations required to enter into this Lease and to perform its obligations hereunder.

Its legal representative has sufficient powers and authority, which have not been amended, limited or revoked, to execute this Lease in its name and on its behalf, as evidenced in public deed No. [•], granted before Mr. [•], notary public No. [•] of [•].

Landlord is registered with the Federal Taxpayers Registry under number [•], is not and has not been included in any list published by the Tax Administration Service (Servicio de Administración Tributaria, “SAT”) under Articles 69 or 69-B of the Federal Tax Code, and holds a positive tax compliance opinion (opinión de cumplimiento), and Landlord is in compliance with the Federal Law for the Prevention and Identification of Transactions with Resources of Illicit Origin (Ley Federal para la Prevención e Identificación de Operaciones con Recursos de Procedencia Ilícita) and acquired the Parcels with funds derived from lawful sources.

Landlord holds good and marketable title to each Parcel, free and clear of any lien, mortgage, trust, attachment, encumbrance, option, right of first refusal or other third-party right, other than the Permitted Exceptions identified on Exhibit A-1, as evidenced in the public deeds listed on Exhibit A-1 and in the certificates of no liens (certificados de libertad de gravamen) dated [•] and the certificates of no tax indebtedness (constancias de no adeudo) in respect of property tax, water and other public services dated [•].

Except as expressly disclosed on Exhibit G or recorded in the Baseline Condition Report, (i) each Parcel complies with all Legal Requirements applicable to it, including land use, urbanization, subdivision, land cession, construction, occupancy, environmental and water authorizations, and (ii) Landlord has not received any notice from any Governmental Authority asserting any violation, revocation, suspension or conditioning of any such authorization, or any notice of expropriation, condemnation or public works affecting any Parcel.

The Premises and the Site have the electrical capacity, water supply and drainage, gas distribution and telecommunications infrastructure required to operate the Premises for the Permitted Uses at the levels at which they are operated immediately prior to the Commencement Date, and Landlord holds, or the applicable permit holder at the Site holds, all Permits necessary as of the Commencement Date for the provision of the services contemplated by the SSA.

There is no litigation, arbitration, administrative proceeding or claim pending or, to Landlord’s knowledge, threatened against Landlord that, if adversely determined, would adversely affect title to any Parcel, the Premises, Tenant’s use and enjoyment thereof, or Landlord’s ability to perform this Lease or the SSA.

Landlord has disclosed to Tenant all agreements affecting the Site that restrict or condition the use of the Premises, the Shared Areas or the access routes, including any covenants, park regulations, easements, reciprocal access agreements and utility agreements.

Landlord has disclosed to Tenant all complaints, claims, letters, requirements, inspections, proceedings and orders received from neighbors, neighborhood associations or any Governmental Authority in respect of noise, atmospheric emissions, vibration or odor at the Site during the [•] years preceding the Effective Date, together with all mitigation plans, measurement reports and commitments agreed with them, and, except as so disclosed and as recorded on Exhibit K, the Site and the Site Equipment comply with the applicable Mexican Official Standards on noise and atmospheric emissions.

Tenant is a Mexican company duly incorporated and validly existing under the laws of Mexico, as evidenced in public deed No. [•], granted before Mr. [•], notary public No. [•] of [•], and registered with the Public Registry of Commerce of [•] under electronic commercial folio No. [•], and it has the corporate capacity and all corporate authorizations required to enter into this Lease and to perform its obligations hereunder.

Its legal representative has sufficient powers and authority, which have not been amended, limited or revoked, to execute this Lease in its name and on its behalf, as evidenced in public deed No. [•], granted before Mr. [•], notary public No. [•] of [•].

Tenant is registered with the Federal Taxpayers Registry under number [•], is not and has not been included in any list published by the SAT under Articles 69 or 69-B of the Federal Tax Code, and holds a positive tax compliance opinion (opinión de cumplimiento).

There is no litigation, arbitration, administrative proceeding or claim pending or, to Tenant’s knowledge, threatened against Tenant that, if adversely determined, would adversely affect Tenant’s ability to perform this Lease.

The funds used by Tenant to pay Rent and the other amounts payable hereunder derive from lawful sources, and Tenant is in compliance with the Federal Law for the Prevention and Identification of Transactions with Resources of Illicit Origin (Ley Federal para la Prevención e Identificación de Operaciones con Recursos de Procedencia Ilícita).

The Premises may be used for the manufacture, assembly, testing, repair, refurbishment and reverse logistics of electronic, electromechanical, medical, automotive and industrial products and components; for receiving, storing, packing, shipping and distributing products, materials, components and merchandise; for warehousing and distribution; for general office, engineering, laboratory, training, cafeteria, medical service, data center and administrative use; for the parking, storage, loading, unloading and circulation of automobiles, trucks and trailers, including driving into and through the Buildings for loading and unloading; for the outdoor storage of Tenant’s Property (being the property described in Section 11(b)); for the installation and operation of rooftop and yard equipment, including solar panels, antennas, emergency generators, compressed air and nitrogen systems, chillers, tanks, batteries and alternative fuel cells; and for any other lawful ancillary or related use (collectively, the “Permitted Uses”). Tenant may use the Premises twenty-four (24) hours a day, seven (7) days a week, fifty-two (52) weeks a year.

So long as Tenant is FTM, FPL or any Flex Affiliate, the Premises may also be used for any other lawful use that does not increase the demand for services under the SSA beyond the levels committed thereunder and does not require a change in land use or in any Permit held by Landlord.

Landlord shall not conduct, nor permit any other occupant of the Site to conduct, any activity at the Site that (i) unreasonably interferes with Tenant’s operations, access, logistics or the circulation of trailers described on Exhibit C, (ii) causes vibration, noise, dust, odor, electromagnetic interference or emissions that adversely affect Tenant’s manufacturing processes or the certification of its production lines, or (iii) would cause the cancellation of, or a material increase in the premium of, any insurance policy required to be maintained hereunder. Tenant shall not conduct, nor permit any of the Tenant Parties to conduct, any activity at the Site that (i) unreasonably interferes with

Tenant shall use the Premises in compliance with all Legal Requirements and shall obtain and maintain, at its cost, all Permits relating to its own operations at the Premises, shall comply in full with all conditions and requirements imposed by any Governmental Authority in respect thereof, and shall ensure that its use of the Premises does not cause emissions (in particular noise, odor or light) exceeding the level customary at the location and in the industry, to the extent such use goes beyond the use existing as of the Commencement Date. Landlord shall, at no out-of-pocket cost to Landlord, cooperate with Tenant in obtaining, maintaining, renewing and amending any such Permit, including by executing any application, consent, plan, letter of ownership or authorization required from the owner of the Premises, within [•] Business Days following Tenant’s request. Landlord shall, in turn, obtain and maintain, at its cost, all Permits relating to the Site, the Buildings, the Shared Areas, the Site Equipment and its own operations, and shall comply in full with all conditions and requirements imposed by any Governmental Authority in respect thereof, and Tenant shall, at no out-of-pocket cost to Tenant, cooperate with Landlord in obtaining, maintaining, renewing and amending any such Permit, including by executing any application, consent or authorization required from the occupant of the Premises, within [•] Business Days following Landlord’s request.

Site Equipment. The Parties acknowledge that certain equipment owned by Landlord, including, without limitation, HVAC systems, chillers and associated building equipment, as well as air conditioning, ventilation, extraction, compressed air and combustion equipment, is installed on, within, above or adjacent to the Buildings comprising the Premises, serves Tenant’s operations in whole or in part, and may be operated by Tenant (the “Site Equipment”). The Site Equipment includes all such equipment existing at the Buildings as of the Commencement Date, and excludes any equipment installed by Tenant, which is governed by Section 11(b). Any item of Site Equipment that exclusively serves one or more of the Buildings comprising the Premises, as identified in the inventory included in Exhibit K, is referred to herein as “Dedicated Site Equipment”. The Site Equipment forms part of the Premises leased hereunder and is not a service provided under the SSA or any Service Level Agreement. The Parties further acknowledge that the Site Equipment is delivered, and Tenant accepts it, in the condition, location and configuration recorded in Exhibit K, including any item recorded there as installed on a temporary basis or as failing to meet an applicable Mexican Official Standard, provided that Tenant shall be responsible for any such failure to the extent caused by the use or operations of the Tenant Parties, as provided in Section 3(f).

Compliance; Remediation; No Default. Landlord shall at all times keep the Site Equipment in compliance with all Legal Requirements, including the applicable Mexican Official Standards on noise and atmospheric emissions, irrespective of its location and of who operates it, except to the extent that any non-compliance results from Tenant’s failure to perform its maintenance and repair obligations in respect of

New Equipment. Landlord shall not install or relocate any equipment on, within or above the Buildings comprising the Premises or within the Exclusive Areas, nor install, relocate or modify the operation of any equipment, including any Site Equipment, adjacent thereto where doing so would materially and adversely affect Tenant’s operations or its compliance with any Legal Requirement or Permit, in each case without Tenant’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Tenant shall not install or relocate any equipment in the Shared Areas or elsewhere at the Site outside the Premises, other than as permitted under Sections 3(a) and 8(f), nor install, relocate or modify the operation of any equipment where doing so would materially and adversely affect the structure of the Buildings, the Site infrastructure, the operations of Landlord or of the other occupants of the Site, or Landlord’s compliance with any Legal Requirement or Permit, in each case without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Complaints, Monitoring and Attribution. Each Party shall notify the other, within [•] Business Days, of any complaint, claim, letter, requirement, inspection, proceeding or order received from a neighbor, a neighborhood association or any Governmental Authority in respect of noise, atmospheric emissions, vibration or odor at the Site. Landlord shall, at its cost, (i) cause perimeter measurements of noise and emissions to be taken at least once every [•] months by a laboratory or verification unit accredited before the Mexican Accreditation Entity, at the points recorded in Exhibit K, and deliver the results to Tenant, and (ii) maintain the mitigation plan and the periodic meetings with the neighboring developments, in which Tenant shall be entitled to participate, and implement at its cost any mitigation measure relating to the Site, the Shared Areas or the Site Equipment, except to the extent caused by the Tenant Parties’ operations or use, in which case Tenant shall bear the costs attributable thereto. Tenant shall deliver to Landlord the results of any measurement of noise or emissions taken by or for Tenant in respect of its operations at the Premises, shall cooperate in good faith with Landlord in the mitigation plan and the periodic meetings referred to in clause (ii), and shall implement at its cost any mitigation measure relating to its own equipment or operations, as provided in Section 3(f).

Primary Term. The Lease Term shall commence on the Commencement Date and, unless earlier terminated in accordance herewith, shall continue for twenty-five (25) years (the “Primary Term”).

Landlord Bound for the Full Term. The Primary Term is mandatory and irrevocable for Landlord for its entire duration. Landlord shall have no right to terminate this Lease, to refuse extension in accordance with Addendum 2, or to cease performance hereunder, prior to the expiration of the Primary Term, except pursuant to Section 26(c) following an Event of Default by Tenant that remains uncured after the expiration of the applicable cure period set forth in Section 26(a). Tenant’s termination rights are as set forth in Section 24. Nothing in this Lease shall exclude or limit the right of either Party to terminate this Lease for serious cause where such right cannot be waived under applicable law.

Statutory Extension. Nothing in this Lease shall be construed as a waiver by Tenant of its right, under Article 2051 of the Civil Code of the State of Jalisco, to an extension of the Lease Term equal to one fourth (1/4) of the period agreed herein, computed from the date on which Tenant took possession of the Premises as tenant, which right the Parties expressly acknowledge and preserve. Any extension exercised under Addendum 2 shall be in addition to, and not in substitution of, that statutory right, and Tenant may elect to exercise either or both.

Year-25 Election. No later than twelve (12) months prior to the expiration of the Primary Term, Tenant may deliver written notice to Landlord electing, at Tenant’s sole discretion, either or both of the following, and Landlord shall be obligated to implement the election so made:

Extension. An extension of the occupancy of the Premises on the same terms and conditions as those set forth in this Lease, except that the Base Rent for the first year of each extension period shall be the Market Rent determined in accordance with Section 4(f), and shall thereafter be adjusted annually in accordance with Section 5(c), for an additional one (1) period of [•] years. Given the limit established by Article 2045 of the Civil Code of the State of Jalisco, the Parties agree that Landlord’s obligation under this paragraph constitutes an irrevocable offer to enter into a new lease agreement in respect of the Premises, on the same terms and conditions as this Lease, save for the Base Rent determined as aforesaid, for the period elected by Tenant, which offer Landlord may not withdraw and which Tenant may accept by delivering the notice contemplated in this Section 4(d), whereupon the Parties shall execute such new lease agreement within [•] days following the determination of the Market Rent.

Usufruct. The constitution in Tenant’s favor of a usufruct over the Premises, for the maximum period permitted by applicable law and on the same terms and conditions, mutatis mutandis as those set forth in this Lease, with the consideration for the usufruct determined on the basis of the Market Rent, as provided in Addendum 4.

If Tenant delivers no notice under Section 4(d) and the Lease Term expires, Tenant shall surrender the Premises in accordance with Section 26(e), without prejudice to Tenant’s statutory rights under Section 4(c), during which Tenant’s rights under Section 23 shall continue to apply.

Market Rent. For purposes of Section 4(d), “Market Rent” means the monthly rent per square foot that a willing tenant would pay and a willing landlord would accept, at arm’s length, for the lease of premises comparable to the Premises in the Guadalajara metropolitan area, for a term equal to the applicable extension period, taking into account the terms and conditions of this Lease (including its gross lease structure and the allocation of maintenance, repair and replacement obligations hereunder), and disregarding the value of any alteration, improvement or equipment made or installed by Tenant at its cost. The Market Rent shall be determined by an independent valuer selected from among Colliers, CBRE, JLL and Cushman & Wakefield (or their respective Mexican affiliates), [jointly appointed by the Parties within [•] days following delivery of Tenant’s notice under Section 4(d) or, failing agreement within that period, designated by lot (sorteo) from among those firms, before a notary public, at the request of either Party], provided that the valuer shall not have provided services to either Party or its Affiliates in respect of the Site during the [•] months preceding its appointment. The valuer shall deliver its determination to both Parties within [•] days following its appointment, and such determination shall be final and binding on the Parties, absent manifest error. The fees of the valuer shall be borne by the Parties in equal shares. Tenant may withdraw its election under Section 4(d)(i) by written notice to Landlord delivered within [•] days following receipt of the valuer’s determination, without liability, other than the reimbursement to Landlord of the portion of the fees of the valuer borne by Landlord, in which case this Lease shall expire at the end of the Lease Term then in effect, without prejudice to Tenant’s rights under Section 4(c).

Tenant shall pay Landlord Base Rent at a rate of U.S.$[•] per square foot of the Premises per calendar month, in the amounts set forth on Addendum 1, in equal monthly installments, in advance, on or before the [•] Business Day of each calendar month during the Lease Term, without demand, by bank transfer to the account notified by Landlord. Payments for any fractional calendar month shall be prorated. Base Rent for the first month shall be payable within [•] days following Tenant’s receipt of Landlord’s invoice. Any other amount invoiced by Landlord under this Lease shall be payable within [•] days following receipt of the invoice. Unless otherwise expressly provided herein, any amount payable by Landlord to Tenant under this Lease shall likewise be payable within [•] days following Landlord’s receipt of Tenant’s invoice or written demand, by bank transfer to the account notified by Tenant. For purposes of the foregoing, the area of the Premises shall be the area set forth on Exhibit B.

All amounts payable hereunder are denominated in U.S. Dollars. The Parties acknowledge that an essential element of their decision to enter into this Lease is that Rent be denominated in U.S. Dollars, and that pursuant to Article 8 of the Monetary Law of the United Mexican States, where the place of payment is in Mexico, Tenant may discharge its obligation by delivering the equivalent amount in Pesos at the exchange rate published by Banco de México in the Federal Official Gazette on the Business Day prior to the date payment is made. Each Party shall be responsible, at its own cost and discretion, for any measure it wishes to implement to mitigate currency fluctuation risk.

Base Rent shall be adjusted on each anniversary of the Commencement Date by [•] percent ([•]%) of the Base Rent in effect for the immediately preceding year.

Landlord shall issue and deliver to Tenant, for each payment, an electronic tax invoice (Comprobante Fiscal Digital por Internet) in XML and PDF format complying with Articles 29 and 29-A of the Federal Tax Code and all applicable tax administrative rules, including the property tax account number (número de cuenta predial) of the Premises and the payment complement (complemento de pago) where applicable. Tenant shall pay value added tax on Rent concurrently with the corresponding payment, against delivery of the applicable CFDI. Landlord shall deliver to Tenant, upon request and at least annually, an updated tax compliance opinion and tax situation certificate (constancia de situación fiscal), and shall indemnify Tenant for any tax, fine, surcharge, inflationary adjustment or interest that Tenant is required to pay as a result of the rejection of the deduction or crediting of any payment made hereunder due to the application of Articles 69 or 69-B of the Federal Tax Code. Tenant shall, correlatively, deliver to Landlord, upon request and at least annually, its updated tax compliance opinion and tax situation certificate, shall issue and deliver to Landlord a CFDI complying with the same requirements for any amount payable by Landlord to Tenant hereunder, and shall indemnify Landlord for any tax, fine, surcharge, inflationary adjustment or interest that Landlord is required to pay as a result of the rejection of the deduction or crediting of any such payment due to the application of Articles 69 or 69-B of the Federal Tax Code to Tenant.

“Rent” means Base Rent and any other amount payable by Tenant under this Lease. Tenant shall have no right to abate or reduce Rent except as expressly provided in Sections 8(d), 16, 17, 24(a)(ii) and 29(b).

Landlord shall pay, as and when due and at its sole cost and expense, without reimbursement from Tenant except as provided in Sections 7(b) and 7(c): (i) property tax (impuesto predial) and any other ad valorem, real property or land-related tax, assessment or charge levied on or with respect to any Parcel, the Site, the Premises or this Lease; (ii) contributions for improvements (contribuciones de mejoras), betterment assessments and charges made by any public or quasi-public authority for infrastructure or public works related to the Site; (iii) water, sewer and sanitary charges other than those invoiced to Tenant under the SSA for the services consumed by Tenant; (iv) the premiums of the insurance policies Landlord is required to maintain under Section 18; (v) any property management fee; (vi) all costs of operating, repairing, replacing and maintaining the Shared Areas and the Site infrastructure; and (vii) any penalty, fine, surcharge or interest arising out of Landlord’s failure to pay any of the foregoing when due.

Tenant shall have no obligation to pay operating expenses, common area maintenance charges, management fees, property tax, insurance premiums, reserves or amortized capital costs in respect of the Site, the Shared Areas or the Premises, including the roof, roof membrane, waterproofing, structure, foundations, exterior and perimeter walls, bearing walls, windows and utilities up to the point of connection to the Premises,

Tenant shall pay any tax levied directly on Tenant’s own property, inventory, equipment or operations at the Premises, and shall not be responsible for any income, business, corporate, flat-rate or franchise tax of Landlord, nor for any tax on the transfer of the Premises, nor for any penalty or interest incurred as a result of Landlord’s late payment of taxes. Value added tax on Rent shall be paid by Tenant to Landlord together with the corresponding Rent, and Landlord shall remit (enterar) such tax to the SAT in accordance with the Value Added Tax Law.

Landlord shall deliver to Tenant, within [•] days following the end of each calendar year and at any other time upon Tenant’s reasonable request, evidence of payment of property tax and of the other charges described in Section 7(a), together with a certificate of no tax indebtedness in respect of the Parcels. If Landlord fails to pay any such amount when due and such failure continues for [•] days following notice from Tenant, Tenant may pay it directly, and Landlord shall reimburse Tenant the amount so paid, together with interest at the Default Rate, within [•] days following demand. Tenant shall likewise deliver to Landlord, upon Landlord’s reasonable request, evidence of payment of the taxes for which Tenant is responsible under Section 7(c), and if Tenant fails to pay any such amount when due and such failure continues for [•] days following notice from Landlord, and such failure could result in any lien, charge or liability affecting Landlord, the Premises or the Site, Landlord may pay it directly, and Tenant shall reimburse Landlord the amount so paid, together with interest at the Default Rate, within [•] days following demand.

Electricity, water distribution, and the other services required for the operation of the Premises shall be provided by Landlord to Tenant pursuant to the SSA and the Service Level Agreements thereunder, which are listed on Exhibit F. Landlord covenants to enter into, maintain in full force and effect, and perform in accordance with its terms, the SSA and each Service Level Agreement, for the entire Lease Term (including any extension under Section 4(d) or Addendum 2), and shall not terminate, suspend,

Subject to the expiration and termination provisions expressly set forth in the SSA and the applicable Service Level Agreement, the term of the SSA and of each Service Level Agreement shall be coterminous with the Lease Term, and the expiration or termination of this Lease shall not, of itself, terminate any payment or indemnity obligation accrued under the SSA or any Service Level Agreement.

Cross-Default. Any material breach or material default by Landlord under the SSA or under any Service Level Agreement that materially and adversely affects Tenant’s use of or operations at the Premises, and that remains uncured following the cure period applicable thereunder or, if none is provided therein, the cure period set forth in Section 25(a)(ii), shall constitute a Landlord Default under this Lease, entitling Tenant to the remedies set forth in Section 25, in addition to any remedy available under the SSA or applicable Service Level Agreement. Any material breach or material default by Tenant under the SSA or under any Service Level Agreement that materially and adversely affects Landlord’s operations at the Site, and that remains uncured following the cure period applicable thereunder or, if none is provided therein, the cure period set forth in Section 26(a)(i) or 26(a)(ii), as applicable, shall constitute an Event of Default by Tenant under this Lease.

Service Interruptions; Minimum Protections; Abatement. Any suspension, curtailment or termination of Services under the SSA shall be governed by the SSA and applicable Service Level Agreement, subject to this Section 8(d). Neither Party shall be entitled to recover more than once in respect of the same loss under this Lease, the SSA or any Service Level Agreement. Without limiting the SSA, and regardless of any provision thereof, Landlord shall not, for any reason, impair Tenant’s access to the Premises by reason of any dispute with Tenant, including any dispute as to amounts payable under this Lease or the SSA. Correlatively, Tenant shall not, for any reason, withhold, suspend or reduce the payment of Rent or of the undisputed Monthly Costs under the SSA by reason of any dispute with Landlord, except for the abatements expressly provided in this Lease and amounts disputed in good faith in accordance with the SSA, and without prejudice to Tenant’s right to dispute any amount payable under this Lease in accordance with Section 34. If the supply of electricity or water to the Premises is interrupted, curtailed or reduced below the levels committed under the applicable Service Level Agreement, and such interruption constitutes an uncured material breach of the applicable Service Level Agreement following the expiration of any applicable notice and cure period thereunder, other than as a result of Force Majeure, a Permitted Maintenance Outage (as defined in the applicable Service Level Agreement), an act or omission of Tenant or any other circumstance excused under the applicable Service Level Agreement, Base Rent shall abate, in respect of each portion of the Premises left without electricity or water, in the

[Intentionally Omitted.]

Tenant may, at its cost, install and maintain sub-meters, monitoring equipment and back-up equipment (including generators, uninterruptible power supplies and water storage) within the Premises, and Landlord shall provide reasonable access, space and interconnection rights within the Shared Areas for that purpose, provided that Tenant shall install, operate and maintain such equipment in compliance with all Legal Requirements and Permits and the applicable Service Level Agreement, shall coordinate any interconnection with Landlord in advance so as not to impair the Site infrastructure or services to other occupants, and shall remove such equipment at the end of the Lease Term in accordance with Section 11(b). Nothing in this Section 8(f) shall modify the Parties’ rights or obligations with respect to metering or the provision of Services under the SSA or any applicable Service Level Agreement.

Landlord shall, at its sole cost and expense and throughout the Lease Term, keep and maintain in good order, condition and repair and, if required, replace, and in compliance with all Legal Requirements: (i) the structural elements of the Buildings comprising the Premises, including foundations, structure, columns, load-bearing walls, slabs, roof, roof membrane, exterior walls and windows; (ii) the Shared Areas, including access roads, driveways, maneuvering yards, trailer routes, parking areas, exterior lighting, drainage, landscaping, fencing, guardhouses and signage; (iii) the Site infrastructure, including the electrical, hydraulic, sanitary, storm water, gas and telecommunications networks up to the delivery points identified on Exhibit C; (iv) the items identified as Landlord’s obligations on the maintenance matrix attached as Exhibit D; and (v) the Site Equipment (which includes, without limitation, HVAC systems, chillers and associated building equipment), other than the maintenance and repair of the Dedicated Site Equipment, which shall be performed by Tenant as provided in Section 10, it being understood that the replacement of all HVAC systems and other Site Equipment owned by Landlord and existing at the Buildings as of the Commencement Date, including the Dedicated Site Equipment, shall be the sole responsibility of Landlord, in compliance with the standards referred to in Section 3(f), irrespective of its location and of who operates it; provided that Tenant shall bear the cost of any repair or replacement to the extent required as a result of damage caused by the Tenant Parties, including damage to the roof, roof membrane or structure caused by Tenant’s rooftop equipment, signage or alterations.

Landlord shall perform all maintenance in a manner that minimizes interference with Tenant’s operations, shall coordinate all planned works with Tenant at least [•] Business Days in advance, and shall not perform any work that interrupts Tenant’s operations without Tenant’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, except in an emergency, in which case Landlord shall notify Tenant as promptly as practicable and shall limit the works to those strictly necessary. Tenant shall provide Landlord and its contractors with reasonable access to the Premises for the performance of such works in accordance with Section 27(b). Tenant shall likewise perform any works in the Shared Areas, or that may affect the Site infrastructure, Landlord’s operations or those of the other occupants of the Site, in a manner that minimizes interference therewith, and shall coordinate all such planned works with Landlord at least [•] Business Days in advance, except in an emergency, in which case Tenant shall notify Landlord as promptly as practicable and shall limit the works to those strictly necessary.

Gross Lease; No Pass-Through of Maintenance Costs. This Lease is a gross lease. Landlord shall bear, at its sole cost and expense and without reimbursement from Tenant, all costs of maintaining, repairing and replacing the Buildings comprising the Premises (other than the maintenance and repair of the interior and non-structural exterior areas of the Premises, which are Tenant’s responsibility under Section 10), the Site Equipment (other than the maintenance and repair of the Dedicated Site Equipment, which are Tenant’s responsibility under Section 10), the Shared Areas and the Site infrastructure, including landscaping and all other operating expenses of the Site. No such cost shall be charged or passed through to Tenant, whether as additional rent, as a common area or maintenance charge, under the SSA or any Service Level Agreement, or in any other form, except as expressly provided in this Section 9, in Section 10 and in Section 7(b)(i). For purposes of this Lease, the “replacement” of any item of Site Equipment means its substitution, or the substitution of any of its major components, when it has reached the end of its useful life or can no longer be repaired on a commercially reasonable basis, as reasonably determined by the manufacturer or a qualified independent technician; provided that, to the extent any such replacement is required as a result of an act or omission of the Tenant Parties (including Tenant’s failure to perform its maintenance and repair obligations under Section 10), its cost shall be borne by Tenant. Notwithstanding the foregoing, to the extent any maintenance, repair, replacement or other works, including works required by a Governmental Authority, are required as a result of the acts, omissions, operations or use of the Premises or Shared Areas by the Tenant Parties, their cost shall be borne by Tenant, subject to Sections 9(a) and 9(e).

Self-Help. If Landlord fails to perform any maintenance, repair or replacement obligation under this Lease or Exhibit D, and such failure continues for thirty (30) days following written notice from Tenant (or, where the failure affects the operation of the Premises, the safety of persons or property, or Tenant’s compliance with any Legal Requirement or Permit, for forty-eight (48) hours following notice), or, where the failure cannot reasonably be cured within the applicable period, Landlord fails to commence the cure within that period or thereafter fails to pursue it diligently to completion, Tenant may, without prejudice to any other remedy, perform such obligation itself or through third parties, and Landlord shall reimburse Tenant the reasonable and documented cost thereof, plus [•] percent ([•]%) for administration, within thirty (30) days following delivery of the corresponding invoices.

Subsequent Legal Requirements. If any Legal Requirement relating to ecology, the environment, urban development or civil protection that is enacted, amended or first becomes applicable after the Commencement Date requires works to the structure, foundations, roofs, perimeter walls or other base building elements or systems of the Buildings comprising the Premises, the Shared Areas or the Site infrastructure, such works shall be performed by Landlord at its sole cost and expense, and their cost shall not be passed through to Tenant in any form. Any works so required exclusively by reason of Tenant’s specific operations, processes or equipment at the Premises or use of the Shared Areas shall be performed by Tenant (or, at Landlord’s election, by Landlord) at Tenant’s cost, in accordance with Section 11 to the extent applicable.

Tenant may, without Landlord’s consent, make any alteration, addition or improvement to the interior of the Premises that (i) is non-structural, (ii) does not adversely affect the Building systems or the structural integrity of the Buildings, and (iii) does not increase the demand for services under the SSA beyond the levels committed thereunder. Any other alteration shall require Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Tenant shall carry out its alterations at its own cost, in compliance with all Legal Requirements and Permits, through qualified contractors, and with the least possible disruption to Landlord’s operations.

All alterations, additions and improvements made by Tenant, and all machinery, equipment (including any HVAC system, chiller or other equipment installed by Tenant for its own or its customers’ specific needs), racking, production lines, tooling, furniture, trade fixtures and other property installed by Tenant at the Premises, shall remain the property of Tenant, and Tenant may remove them at any time. Upon expiration or termination of this Lease, Tenant shall remove such property and alterations, repairing any damage caused by the removal, unless Landlord elects by written notice delivered no later than [•] months prior to the expiration of the Lease Term (or, in the case of earlier termination, within [•] days following the termination notice) to take over any alteration, addition or improvement, in which case it shall remain at the Premises without compensation. Tenant waives any claim for reimbursement in respect of alterations, additions and improvements made by it at the Premises.

Landlord expressly acknowledges Tenant’s ownership of the property described in Section 11(b), waives any lien, retention right or other right over such property, whether statutory or contractual, and shall, upon Tenant’s request, execute any instrument reasonably required to evidence such waiver in favor of Tenant or of any lender or lessor of Tenant’s equipment. Tenant, in turn, expressly acknowledges Landlord’s ownership of the Premises, the Site and the Site Equipment, and shall not permit any lien, attachment or encumbrance arising through Tenant to attach to them.

Tenant shall have the exclusive right, at its cost, to install, maintain, modify and replace its name, logos, corporate image and branding on and about the Premises, including on the facades, walls, roofs, entrances, lobbies, monument signs, totems, flagpoles, directional signage and interior areas of the Buildings comprising the Premises, and on the access routes, guardhouses and parking areas serving the Premises, all substantially as identified on Exhibit I, and Tenant may maintain all existing signage and branding in place at the Commencement Date. Without limiting the foregoing, Tenant shall be entitled to install and maintain its signage and branding on each of the Buildings comprising the Premises and at each entrance to the Site from a public road. Tenant’s signage and branding shall (i) relate to the business carried on by Tenant or its Affiliates at the Premises, (ii) comply with all Legal Requirements and the conditions of any applicable Permit, (iii) not cause light or other emissions exceeding the level customary at the location, having regard in particular to the adjacent residential

Landlord shall, at no out-of-pocket cost to Landlord, cooperate with Tenant in obtaining and maintaining any permit or authorization required for such signage, and shall execute any owner’s consent or application required for that purpose within [•] Business Days following Tenant’s request.

Landlord shall not install, or permit the installation of, any sign, logo, branding or corporate image of Landlord or of any third party on, or on the facades or roofs of, the Buildings comprising the Premises, nor in any location that obscures, competes with or diminishes the visibility of Tenant’s signage from the public roads serving the Site or from the access routes to the Premises. Landlord shall not name, or permit the naming of, the Site or any Building comprising the Premises using the name, brand or corporate image of any third party without Tenant’s prior written consent. Tenant shall not install, or permit the installation of, any sign, logo, branding or corporate image on any Building or area of the Site not comprising the Premises, other than as identified on Exhibit I or permitted under Section 12(a), nor in any location that obscures, competes with or diminishes the visibility of the signage of Landlord or of the other occupants of the Site, and shall not name, or permit the naming of, the Site using the name, brand or corporate image of any third party without Landlord’s prior written consent.

Upon expiration or termination of this Lease, Tenant shall remove its signage and shall repair and make good any damage caused by the removal, unless Landlord elects by written notice to retain any signage structure, in which case it shall remain at the Premises without compensation.

Tenant shall have the exclusive use of the truck docks, dock doors, maneuvering yards, trailer parking positions and employee and visitor parking spaces identified as Exclusive Areas on Exhibit A and quantified on Exhibit C, and the non-exclusive use, in common with Landlord and the other occupants of the Site, of the Shared Areas identified as such thereon.

Tenant shall have the right, twenty-four (24) hours a day, seven (7) days a week, to route trucks, trailers and other vehicles used in its operations over the access routes and internal circulation routes identified on Exhibit C, to and from the Premises and the public roads serving the Site, and to load, unload, stage, park and maneuver such vehicles at the docks and yards allocated to it, and to store trailers in operable condition in its Exclusive Areas. In exercising such rights, Tenant shall (i) comply, and cause its employees, carriers, contractors and visitors to comply, with the traffic, access, safety and logistics rules applicable at the Site from time to time and notified to Tenant, which shall apply equally to all users of the Site; (ii) not obstruct the Shared Areas or the access routes used by Landlord or other occupants of the Site; (iii) keep its Exclusive Areas, docks and yards clean and orderly, and clean and clear the pavements and access ways adjoining the Premises; and (iv) be liable for any damage to the Site, the Shared Areas or the access routes caused by the Tenant Parties or their carriers, and indemnify Landlord against any third-party claim arising out of the duty to maintain safe access in the areas for which Tenant is responsible.

Landlord shall not, without Tenant’s prior written consent, (i) modify, relocate, reduce, close or obstruct, or permit the modification, relocation, reduction, closure or obstruction of, any dock, maneuvering yard, trailer position or parking area forming part of the Exclusive Areas or allocated to Tenant under Section 13(e), or change the dimensions, load-bearing capacity or operating hours applicable to them; or (ii) modify, relocate, reduce, close or obstruct, or permit the modification, relocation, reduction, closure or obstruction of, any access route, internal circulation route, gate or guardhouse identified on Exhibit C, or change the traffic direction, access controls, dimensions, turning radii, load-bearing capacity or operating hours applicable to them, where such action would materially and adversely affect Tenant’s access, circulation or logistics operations, in which case Tenant’s consent shall not be unreasonably withheld, conditioned or delayed. If any such modification is required by Legal Requirements or by a Governmental Authority, Landlord shall consult with Tenant in advance, shall implement the least disruptive alternative available, and shall provide, at its cost, an alternative route or facility of at least equivalent capacity and functionality.

Landlord shall not allocate to any third party, and shall not permit any other occupant of the Site to use, the docks, yards or parking positions allocated to Tenant, and shall enforce, at its cost, the traffic, access and logistics rules applicable at the Site so as to preserve Tenant’s circulation and loading operations. Landlord shall be liable for any damage to the Exclusive Areas, or to the property of the Tenant Parties, caused by the Landlord Parties, by any occupant of the Site (other than Tenant, the other Tenant Parties and any subtenant, assignee or other person occupying or using any portion of the Premises under Section 20), or by their respective carriers. Tenant shall be liable for any damage to the Site, or to the property of the Landlord Parties, caused by the Tenant Parties, by any subtenant, assignee or other person occupying or using any portion of the Premises under Section 20, or by their respective carriers.

Minimum Parking. Landlord shall make available to Tenant, throughout the Lease Term, no fewer than seven hundred (700) parking spaces within the Site, for the exclusive use of Tenant’s employees, contractors and visitors, as identified on Exhibit C. If Tenant requires additional parking spaces at any time, Landlord shall use commercially reasonable efforts to make them available to Tenant within [•] days following Tenant’s written request, within the Site, to the extent available and not committed to Landlord’s own operations or to other occupants of the Site, on terms to be agreed between the Parties. Tenant shall use the parking spaces allocated to it solely for the parking of operable vehicles of the Tenant Parties and shall not use them for storage.

Delimitation. The Parties acknowledge that portions of the Premises may be located within Buildings or areas also occupied by Landlord or by other occupants of the Site. The Parties undertake, at Landlord’s cost and no later than [•] days following the Commencement Date, to (i) carry out the physical delimitation of the Exclusive Areas by means of permanent partitions, markings, fencing or other appropriate physical separation, including separate access controls and, where applicable, separate metering, (ii) cause a licensed surveyor or engineer, mutually acceptable to the Parties, to prepare a measurement certificate and the corresponding plans identifying, building by building, the Exclusive Areas and the Shared Areas, and (iii) execute an amendment to this Lease substituting Exhibits A and B with such plans and certificate. Pending such substitution, Exhibits A and B shall govern. Tenant shall cooperate with, and provide reasonable access for, the delimitation works and the measurement, shall coordinate the scheduling of such works with Landlord, and shall not remove, alter or bypass any partition, fencing, access control or meter installed under this Section 14(a) without Landlord’s prior written consent. Where any delimitation, separation or metering is required as a result of a request of Tenant, its cost shall be borne by the Parties in equal shares, except where required as a result of a partial termination by Tenant under Section 24(a), in which case its cost shall be borne solely by Tenant.

Exclusive and Shared Areas. The Premises comprise (i) areas of exclusive use by Tenant (the “Exclusive Areas”), being the Buildings and portions of Buildings, docks, yards and parking positions identified as such on Exhibit A, which Tenant shall occupy and control on an exclusive basis, and (ii) areas of shared use (the “Shared Areas”), being those access routes, corridors, restrooms, service rooms, guardhouses, utility rooms and other facilities identified as such on Exhibit A, which Tenant shall use in common with Landlord and the other occupants of the Site in accordance with the rules set forth on Exhibit C. Tenant shall use the Shared Areas with care and on a non-exclusive basis, during the operating hours and in accordance with the site rules applicable to all users as notified by Landlord from time to time, shall not store any property or obstruct any Shared Area, and shall be liable for any damage to the Shared Areas caused by the Tenant Parties. A temporary restriction or unavailability of any Shared Area that does not materially impair Tenant’s operations shall not entitle Tenant to any reduction of Rent.

No Relocation. Neither Party shall relocate, and Landlord shall not require Tenant to relocate, any operation, Building, portion of a Building, Exclusive Area, dock, yard, parking position or access route, in whole or in part, without the prior written agreement of both Parties. Any such relocation shall be documented in an amendment to this Lease specifying the replacement space, the allocation of all costs of the relocation, the schedule and the measures required to avoid any interruption of Tenant’s operations. Landlord shall have no unilateral right of relocation, and no provision of this Lease or of the SSA shall be construed as granting such a right.

If at any time during the Lease Term any space at the Site becomes available for lease to third parties, whether because Landlord ceases to occupy it, because it is vacated by another occupant, because it is newly constructed or for any other reason, Landlord shall promptly notify Tenant in writing, specifying the space, its area, its condition and the terms on which Landlord would lease it. Tenant shall have [•] Business Days following receipt of such notice to elect to lease all or part of such space, in which case the space shall be added to the Premises by amendment to this Lease, on the terms

If Tenant does not exercise its right under Section 15(a), Landlord may lease the space to a third party on terms no more favorable than those offered to Tenant, provided that Tenant’s rights under Sections 3(c), 8(d) and 13 are preserved and that the new occupancy does not reduce the capacity committed to Tenant under any Service Level Agreement.

Occupancy Density. The Parties acknowledge the current level of occupancy of the Site and Tenant’s operating requirements. Landlord shall not increase the aggregate occupancy, employee headcount, vehicle traffic or service demand at the Site attributable to Landlord’s own operations or to third parties beyond the levels existing at the Commencement Date, as recorded on Exhibit C, to the extent that such increase would (i) reduce the capacity available to Tenant under any Service Level Agreement, (ii) materially congest or impair the access routes, gates, internal circulation routes, docks, maneuvering yards or parking areas used by Tenant, or (iii) materially and adversely affect Tenant’s operations at the Premises, in each case without Tenant’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Tenant shall likewise not increase its own occupancy, employee headcount, vehicle traffic or service demand at the Site beyond the levels existing at the Commencement Date, as recorded on Exhibit C, to the extent that such increase would exceed the capacity committed to Tenant under the SSA, materially congest the Shared Areas or access routes used by Landlord or other occupants, or require any change in land use or in any Permit held by Landlord, in each case without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

The Parties acknowledge that, as of the Effective Date, three of the four Parcels have outstanding obligations before the Municipality of Zapopan and other Governmental Authorities, including the cession of land (cesión de áreas de cesión para destinos), the corresponding land exchange (permuta) procedures, the execution and approval of an integrated urbanization project (Proyecto Integral de Urbanización), the delivery and acceptance of urbanization works (entrega-recepción de obras de urbanización) and the related approvals of the water and sewer authority and of the municipal ecology department, all as described on Exhibit G (collectively, the “Pending Urbanization Obligations”).

Allocation. The Pending Urbanization Obligations are, and from and after the Commencement Date shall be, the sole responsibility of Landlord, which shall, at its sole cost and expense: (i) perform, prosecute and complete each of them diligently, and in any event by the deadlines set forth on Exhibit G and no later than twenty-four (24) months following the date of execution of this Lease, subject only to the single extension contemplated in Section 16(f); (ii) acquire any property required for the land exchange and execute the cession in favor of the Municipality of Zapopan; (iii) obtain, maintain and renew all Permits required in connection therewith; (iv) pay all fees, duties, taxes, valuations, contributions and costs associated therewith, including the cost of the land to be ceded; and (v) keep Tenant informed of the status thereof on at least a quarterly basis, and promptly deliver to Tenant copies of all filings, resolutions, notices and instruments. Any allocation of these matters, or of the associated capital expenditure, made in any internal document of Tenant or of any of its Affiliates prepared prior to the Effective Date shall be of no effect as between the Parties.

Landlord shall not, in the performance of the Pending Urbanization Obligations, (i) cede, transfer, encumber or affect any portion of the Premises, the Shared Areas or the access routes identified on Exhibit C, (ii) interrupt, restrict or condition Tenant’s operations or access, or (iii) submit any application, project or land use definition affecting the Premises without Tenant’s prior written consent as to the portions affecting the Premises. Tenant shall not take any action, nor submit any application, project or filing before any Governmental Authority in respect of the Site, that impedes, delays or conditions the performance of the Pending Urbanization Obligations, without Landlord’s prior written consent.

Tenant shall, at no cost to Tenant, provide such cooperation as Landlord reasonably requests in connection with the Pending Urbanization Obligations, including executing applications in respect of the Premises where required in its capacity as occupant, provided that no such cooperation shall require Tenant to assume any cost, liability or obligation. Tenant shall provide Landlord, its contractors and any Governmental Authority with reasonable access to the Premises for that purpose, in accordance with Section 27(b).

Indemnity and Remedies. Landlord shall indemnify, defend and hold harmless Tenant from and against any Losses arising out of the Pending Urbanization Obligations or of any non-compliance of any Parcel with any Legal Requirement relating to land use, urbanization, subdivision, cession, construction or occupancy, including any fine, penalty, surcharge, closure order (clausura), suspension, revocation or conditioning of any Permit, and any cost of relocating, adapting or interrupting Tenant’s operations. If any Governmental Authority orders the total or partial closure or suspension of the Premises, or revokes, suspends or conditions any Permit necessary for Tenant’s operations, in each case as a result of any Pending Urbanization Obligation or of any such non-compliance, then (i) Base Rent shall abate in proportion to the portion of the Premises affected from the date of the order until the condition is remedied, (ii) Landlord shall reimburse Tenant all costs incurred as a result, including the cost of alternative facilities, and (iii) if the condition continues for more than [•] consecutive days, Tenant may terminate this Lease upon written notice, without liability.

Landlord shall not be excused from its obligations under this Section 16 by reason of any delay attributable to a Governmental Authority, including any delay arising out of the change of municipal administration, except that the deadlines set forth on Exhibit G shall be extended by the period of any such delay, provided that Landlord has

If the Premises or any portion thereof, or any Shared Area or infrastructure necessary for the use of the Premises, is damaged or destroyed by fire or other casualty, the Party first becoming aware of it shall promptly notify the other, and Landlord shall, at its cost, repair and restore the same to the condition existing immediately prior to the casualty, diligently and in any event within [•] days following the casualty, using the proceeds of the insurance required under Section 18 and its own funds to the extent of any shortfall or deductible; provided that Tenant shall bear the cost of restoration to the extent the casualty was caused by the Tenant Parties and is not covered by Landlord’s insurance or the waiver in Section 18(c), and shall restore its own property, alterations and improvements.

Base Rent shall abate in proportion to the portion of the Premises rendered unusable or inaccessible, from the date of the casualty until the restoration is complete and the affected portion is delivered to Tenant in the condition required by Section 17(a), except to the extent the casualty was caused by the Tenant Parties.

If the restoration is not, or Landlord reasonably determines it cannot be, completed within the period set forth in Section 17(a), or if the casualty occurs during the last [•] months of the Lease Term and affects more than [•] percent ([•]%) of the Premises, Tenant may terminate this Lease, in whole or with respect to the affected portion, upon written notice to Landlord, without liability. Landlord shall have no right to terminate this Lease by reason of a casualty.

All insurance proceeds in respect of Tenant’s own property, alterations, improvements, equipment and business interruption shall belong to Tenant. All insurance proceeds in respect of the Buildings, the Shared Areas and the Site infrastructure under the insurance maintained by Landlord shall belong to Landlord, and shall be applied to the repair and restoration required under Section 17(a), except to the extent this Lease is terminated under Section 17(c) in respect of the affected portion.

Landlord shall maintain, at its cost and throughout the Lease Term, (i) all-risk property insurance covering the Buildings, the Shared Areas and the Site infrastructure, for their full replacement value, (ii) commercial general liability insurance with limits of not less than U.S.$[•] per occurrence, and (iii) the statutory coverages required under applicable law, in each case with insurers of recognized standing authorized to operate in Mexico with the exception of commercial general liability insurance where Landlord may meet the limit and endorsement requirements through a foreign controlled master insurance program provided a primary commercial general liability policy or its local equivalent is maintained on an admitted basis with limits of at least U.S.$[•] per occurrence. Up to the extent of liabilities assumed by Landlord under this lease, Tenant shall be named/included as an additional insured under the Landlord’s commercial general liability policy (blanket endorsement or otherwise) on a primary and non-contributory basis. Landlord shall extend all reasonable commercial efforts to provide Tenant with thirty (30) days’ notice of cancellation or material change of insurance policies should such cancellation or material change negatively impact Tenant.

Tenant shall maintain, at its cost, (i) all-risk property insurance covering its own personal property, alterations and improvements at the Premises, (ii) commercial general liability insurance with limits of not less than U.S.$[•] per occurrence, and (iii) the statutory coverages required under applicable law in each case with insurers of recognized standing authorized to operate in Mexico with the exception of commercial general liability insurance where Tenant may meet the limit and endorsement requirements through a foreign controlled master insurance program provided a primary commercial general liability policy or its local equivalent is maintained on an admitted basis with limits of at least U.S.$[•] per occurrence. Up to the extent of liabilities assumed by Tenant under this lease, Landlord shall be named/included as an additional insured under Tenant’s commercial general liability (blanket endorsement or otherwise) on a primary and non-contributory basis. Tenant shall extend all reasonable commercial efforts to provide Landlord with thirty (30) days’ notice of cancellation or material change of insurance policies should such cancellation or material change negatively impact Landlord

Landlord and Tenant hereby waives on behalf of itself and its property and/or stock throughput insurers (none of which shall ever be assigned any such claim or be entitled thereto due to subrogation or otherwise) any and all rights of recovery, claim, action, or cause of action, against the other, its agents, officers, servants, partners, shareholders or employees for any loss or damage that may occur to the Premises, or any improvements thereto, or the Buildings or any improvements thereto, or any personal property of such party therein, by reason of fire, the elements, or any other cause of origin, which is insured against under any property insurance policy actually being maintained from time to time, even if not required hereunder, or which would be insured against under the terms of any insurance policy required to be carried or maintained hereunder, whether or not such insurance coverage is actually being maintained by Tenant or Landlord and regardless of the cause or origin, including in every instance negligence by the other party hereto, its agents, officers, or employees. Landlord and Tenant each agree to cause appropriate clauses to be included in their property and/or stock throughput insurance policies necessary to implement the foregoing provisions.

Each Party shall deliver to the other, upon request and at least annually, certificates evidencing the required coverage. The cost of Landlord’s insurance shall not be passed through to Tenant, as provided in Section 7. The cost of Tenant’s insurance shall be borne by Tenant and shall not be passed through to Landlord.

Landlord shall indemnify, defend and hold harmless Tenant and its Affiliates, and their respective directors, officers, employees, agents and contractors (collectively, the “Tenant Parties”), from and against any and all Losses arising out of or in connection with (i) any breach by Landlord of this Lease, subject to Section 25(g), (ii) any breach of a representation or warranty of Landlord, subject to Section 2, (iii) the Pending Urbanization Obligations and any non-compliance of any Parcel with Legal Requirements, (iv) any defect in title to any Parcel or any claim of a third party to the Premises, (v) any act or omission of the Landlord Parties or of any other occupant of the Site, (vi) any Contamination for which Landlord is responsible, as provided in Section 28(b), and (vii) the Site Equipment and any noise, atmospheric emission, vibration or odor not generated by Tenant’s own equipment, as provided in Section 3(f).

Tenant shall indemnify, defend and hold harmless Landlord and its Affiliates, and their respective directors, officers, employees, agents and contractors (collectively, the “Landlord Parties”), from and against any and all Losses arising out of or in connection with (i) any breach by Tenant of this Lease, subject to Section 26(f), (ii) any act or omission of the Tenant Parties or of any subtenant, assignee or other person occupying or using any portion of the Premises under Section 20 at the Premises or the Site, (iii) any Contamination caused by the Tenant Parties from and after the Commencement Date, (iv) any breach of a representation or warranty of Tenant, subject to Section 2, (v) any non-compliance or damage caused by the Tenant Parties for which Tenant is responsible under Sections 1(d) and 3(f), and (vi) the machinery, equipment, production lines and other installations owned or installed by Tenant, its Affiliates or its customers at the Premises, and any noise, atmospheric emission, vibration, or odor generated by Tenant’s own equipment or operations, as provided in Section 3(f). For purposes of this Lease, “Losses” means any and all actual and documented losses, damages, liabilities, fines, penalties, surcharges, costs and expenses (including reasonable attorneys’ fees) arising out of a claim of a third party or of a Governmental Authority, subject to Section 19(d).

No limitation of liability, cap, exclusion of consequential damages or other limitation set forth in the SSA or in any Service Level Agreement shall apply to, or limit in any manner, Landlord’s and Tenant’s obligations arising independently under this Lease, including their indemnity obligations under this Section 19.

Neither Party shall be liable to the other for any indirect, consequential, special or punitive damages, loss of profit, or internal administrative, personnel or overhead costs, except (i) in case of willful misconduct or gross negligence, (ii) in respect of death or personal injury, and (iii) in respect of the indemnity obligations of either Party for third-party claims, claims of Governmental Authorities, fines and penalties under Sections 1(d), 2, 3(f), 16(e), 19 and 28.

Limitation of Landlord’s Liability. Tenant agrees that the liability of Landlord under this Lease and all matters pertaining to or arising out of the tenancy and the use and occupancy of the Premises, or any portion thereof, shall be limited to Landlord’s interest in the Premises and the Site and the Rents therefrom; provided that the foregoing limitation shall not apply to any liability arising from Landlord’s willful misconduct (dolo), and in no event shall Tenant make any claim against or seek to impose any personal liability upon any shareholder, partner, member, manager, director, officer, employee or other individual or principal of Landlord or of any person that may now or hereafter become the Landlord.

Either Party may, without the consent of the other Party and without any change in the terms of this Lease, assign this Lease, in whole or in part, to any of its Affiliates, provided that the assignee assumes in writing all of the obligations of the assignor hereunder and, in the case of Landlord, that the assignment is made together with the transfer of the Premises in accordance with Section 21, and, in the case of Tenant, that the continued operation of Tenant’s business at the Premises is ensured. Tenant may also, without Landlord’s consent, (i) sublease all or any portion of the Premises to any of its Affiliates, and (ii) grant occupancy, access and use rights over any portion of the Premises to its contract manufacturers, suppliers, logistics providers, contractors, subcontractors and service providers in connection with Tenant’s operations at the Premises, provided that Tenant shall remain fully liable for, and shall cause such persons to comply with, Tenant’s obligations under this Lease. The assigning or subleasing Party shall notify the other Party of any such assignment or sublease within [•] days thereafter.

Any other assignment of this Lease by either Party, and any other sublease by Tenant, shall require the prior express written consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed, and which may not be conditioned upon any amendment to the terms and conditions of this Lease, all of which shall remain unchanged. Section 36(j) shall not apply to such consent. Landlord expressly waives any right to terminate this Lease by reason of a request to sublease or assign, or by reason of any sublease or assignment made in accordance with this Section 20, and acknowledges that no provision of the Civil Code of the State of Jalisco shall be construed to grant it such a right.

No assignment or sublease shall release the assigning Party from its obligations hereunder unless the other Party expressly agrees in writing.

A change of control of either Party, or any internal reorganization of either Party or of its Affiliates, shall not constitute an assignment for purposes of this Section 20 and shall not require the other Party’s consent, but the relevant Party shall notify the other Party thereof within [•] days thereafter, without prejudice to Sections 21(a) and 23.

Landlord shall not sell, transfer, assign, contribute, convey or otherwise dispose of, in whole or in part, the Premises, any Parcel or the Site, nor any interest therein, nor the shares or equity interests of Landlord where the effect is a transfer of control over the Premises, without first complying with Tenant’s rights under Section 23 and this Section 21.

If Tenant does not exercise its rights under Section 23 with respect to a proposed transfer, or such rights do not apply to it under Section 23(g), Landlord may complete the transfer, provided that, as a condition to its effectiveness, the transferee (i) assumes in writing, in an instrument delivered to Tenant prior to closing, all of Landlord’s obligations under this Lease, the SSA and each Service Level Agreement, (ii) acknowledges this Lease and its registration, (iii) has the legal capacity and the financial and technical capability to perform such obligations, including the capacity to provide the services under the SSA and to hold the Permits required for that purpose, (iv) ratifies Tenant’s rights under Sections 4, 15 and 23, and (v) where the transferee is not an Affiliate of Landlord, Tenant has given its consent in accordance with Section 20(b).

Landlord shall remain jointly and severally liable with the transferee for all obligations under this Lease, the SSA and each Service Level Agreement accrued prior to the transfer, and for the obligations under Sections 16 and 19, which shall not be released by the transfer.

This Lease shall subsist in accordance with its terms notwithstanding any transfer of the Premises, and Landlord shall cause any acquirer to recognize it, including by requiring the acquirer’s acknowledgment in the corresponding public deed.

The Parties acknowledge that, as of the Effective Date, no Parcel is subject to any mortgage, trust or other security interest. Landlord may mortgage, pledge, contribute to a trust or otherwise encumber any Parcel, the Site or the Premises, or any rent payable hereunder, in connection with any financing, without Tenant’s consent, provided that, as a condition to the effectiveness of the encumbrance as against Tenant, the creditor or trustee executes and delivers to Tenant a subordination, non-disturbance and attornment agreement, in the creditor’s customary form with such reasonable changes as Tenant may request (an “SNDA”), recognizing this Lease and Tenant’s rights under Sections 4, 15 and 23, and undertaking not to disturb Tenant’s possession upon any foreclosure or enforcement so long as no Event of Default has occurred and is continuing.

Tenant shall subordinate this Lease to any encumbrance granted in accordance with Section 22(a) only upon, and subject to, the delivery of the corresponding SNDA, and shall have no obligation to subordinate this Lease or any of its rights hereunder otherwise. Tenant shall execute and return any SNDA complying with Section 22(a) within [•] Business Days following its receipt.

Scope. Tenant’s rights under this Section 23 apply to any sale, transfer or other disposition by Landlord of the Premises, or of any Parcel, portion of the Site or the Site as a whole that includes all or any portion of the Premises (each, an “Offered Property”). Tenant’s rights shall be exercisable only in respect of the Offered Property as a whole, on the terms offered by Landlord, and Landlord shall have no obligation to subdivide, individualize or otherwise separate the Premises or any portion thereof for that purpose.

Right of First Offer. If Landlord intends to sell, transfer or otherwise dispose of any Offered Property, Landlord shall first deliver written notice to Tenant specifying the Offered Property and only the price, the form of payment and the proposed closing date on which Landlord is willing to sell (the “ROFO Notice”), the remaining terms of the acquisition being those set forth in Exhibit E. Tenant shall have [•] days following receipt of the ROFO Notice to elect to purchase the Offered Property on the terms set forth therein, in which case the Parties shall execute a purchase agreement substantially in the form attached as Exhibit E and shall close on the closing date set forth in the ROFO Notice or the ROFR Notice, as applicable, or, if later, within [•] days thereafter. Tenant’s election, once given, shall be irrevocable. Landlord’s offer contained in the ROFO Notice or the ROFR Notice shall likewise be irrevocable during the applicable exercise period. Tenant shall bear any transfer tax, registration fees, notarial costs and other costs of the acquisition, and shall obtain at its own risk and cost any approval required for the acquisition. Landlord shall bear any income tax payable on the disposition, the costs of cancelling any lien or encumbrance and of delivering title to the Offered Property in accordance with Exhibit E, and the fees of its own advisors. Tenant’s rights under this Section 23 shall not be exercisable while an Event of Default by Tenant is continuing, and shall lapse if Tenant fails to close in accordance with this Section 23(b) for reasons not attributable to Landlord.

Right of First Refusal. If Tenant does not exercise its right of first offer, and Landlord thereafter receives an offer from a third party, or proposes to sell the Offered Property, on a price, form of payment or closing date more favorable to the purchaser than those set forth in the ROFO Notice, including any reduction in price of more than [•] percent ([•]%), Landlord shall deliver written notice to Tenant specifying only such price, form of payment and closing date (the “ROFR Notice”), without any obligation to disclose the identity of the third party or any other term of its offer, and Tenant shall have [•] days following receipt to elect to purchase the Offered Property on such price, form of payment and closing date, in which case the Parties shall proceed as set forth in Section 23(b).

Continuing Rights. Tenant’s rights under this Section 23 are continuing rights, exercisable on each and every occasion on which Landlord proposes a disposition during the Lease Term and any extension thereof, and shall not be extinguished by any failure to exercise them on a prior occasion. If Tenant does not exercise its rights in respect of a proposed disposition, Landlord may complete it with a third party, on a price, form of payment and closing date no more favorable to the purchaser than those last offered to Tenant, within [•] months following the expiration of Tenant’s last exercise period; if the disposition is not completed within that period, Tenant’s rights shall apply again to any subsequent proposed disposition. Any disposition made in violation of this Section 23 shall be null and void and shall not be enforceable against Tenant, which nullity shall be Tenant’s sole remedy in respect of such violation.

Nothing in this Lease shall be construed as a waiver by Tenant of any preemptive right, right of first refusal or right of first offer (derecho del tanto or derecho de preferencia) to which it may be entitled under the Civil Code of the State of Jalisco or any other applicable law, all of which the Parties expressly acknowledge and preserve, and which shall be in addition to the rights granted in this Section 23.

Landlord shall cause Tenant’s rights under this Section 23 to be recorded in the public deed contemplated in Section 27(c) and registered with the Public Registry of Property, so as to be effective against third parties.

Excluded Transfers. Tenant’s rights under this Section 23 shall not apply to (i) any transfer to an Affiliate of Landlord, (ii) any mortgage, trust or other encumbrance granted in accordance with Section 22, or (iii) any foreclosure, enforcement or transfer in lieu thereof under any such encumbrance, provided that, in each case, the transferee or acquirer assumes this Lease in accordance with Section 21(b), and Tenant’s rights under this Section 23 shall continue to apply to any subsequent disposition by such transferee or acquirer.

Tenant may terminate this Lease, in whole or in part, at any time during the Lease Term, for any reason and without liability, by delivering written notice to Landlord at least [•] months prior to the effective date of termination specified in such notice. In the case of a partial termination: (i) the notice shall identify the portion of the Premises to be released, which shall consist of one or more entire Buildings or such other self-contained portion of the Premises as Landlord may approve, such approval not to be unreasonably withheld, conditioned or delayed, and Landlord shall carry out, at Tenant’s sole cost and expense, any physical delimitation, separation of access or metering required as a result, as provided in Section 14(a); (ii) Base Rent and every other amount payable by Tenant hereunder shall be reduced in the proportion that the area released bears to the total area of the Premises immediately prior to the release; (iii) Exhibits A, B and C shall be adjusted accordingly by amendment to this Lease, and Tenant may elect to reduce the service levels committed to it under the SSA and each Service Level Agreement in the same proportion; and (iv) this Lease shall continue in full force and effect with respect to the remainder of the Premises, without any change to the Lease Term or to Tenant’s rights under Sections 4, 15 and 23.

Upon the effective date of a termination of this Lease in whole under Section 24(a), (i) Tenant shall surrender the Premises in accordance with Section 26(e), (ii) each Party shall pay any amount accrued and unpaid as of that date, and (iii) neither Party shall have any further obligation to the other under this Lease, except for those provisions that expressly survive. Tenant’s right under Section 24(a) shall not be exercisable while an Event of Default by Tenant is continuing, and Tenant shall remain liable for all Rent and other obligations hereunder until the effective date of termination and the surrender of the Premises in accordance with Section 26(e).

Tenant may also terminate this Lease as provided in Sections 8(d), 16(e), 17(c) and 25(c), in which case no notice period shall be required other than as set forth in the applicable Section.

Landlord shall have no corresponding right of early termination, and may terminate this Lease only following an Event of Default by Tenant that remains uncured after the expiration of the applicable cure period, as provided in Sections 4(b) and 26(c), or for serious cause where such right cannot be waived under applicable law.

Landlord Default. Each of the following shall constitute a “Landlord Default”: (i) Landlord fails to pay any amount due to Tenant hereunder and such failure continues for [•] Business Days following written notice from Tenant; (ii) Landlord fails to perform any other material obligation under this Lease and such failure continues for [•] days following written notice from Tenant, or, if the failure cannot reasonably be cured within that period, for such longer period as is reasonably necessary provided Landlord commences the cure within that period and diligently pursues it, without prejudice to Tenant’s right of self-help under Section 9(d), which shall be available within the periods set forth therein; (iii) any breach or default by Landlord under the SSA or any Service Level Agreement that constitutes a Landlord Default as provided in Section 8(c); (iv) any material breach by Landlord of a representation or warranty under Section 2, subject to the applicable survival period set forth therein, which, if capable of being cured, remains uncured for [•] days following written notice from Tenant; (v) Landlord disposes of or encumbers the Premises in violation of Sections 21 or 22; (vi) Landlord fails to perform the Pending Urbanization Obligations as required by Section 16; (vii) Landlord’s insolvency, concurso mercantil, dissolution or liquidation; or (viii) Landlord seriously neglects the Buildings comprising the Premises, the Shared Areas or the Site infrastructure, or fails to comply with material conditions imposed by a Governmental Authority or with material Legal Requirements in respect of the Site, in each case in a manner that materially and adversely affects Tenant’s use of or operations at the Premises, and such failure continues for [•] days following written notice from Tenant.

[Intentionally Omitted.]

Termination for Landlord Default. If a Landlord Default that materially and adversely affects Tenant’s use of or access to all or a material portion of the Premises, or Tenant’s operations thereat, remains uncured following written notice from Tenant and the expiration of the applicable cure period set forth in Section 25(a), Tenant may, at its option and, subject to Section 25(g), without prejudice to any other remedy, terminate this Lease, in whole or with respect to the affected portion, upon written notice to Landlord, effective on the date specified therein, without the notice period set forth in Section 24(a) and without liability. Upon any uncured Landlord Default, Tenant may also demand payment of the amounts due, with interest at the Default Rate, or seek specific performance in accordance with Section 25(g).

[Intentionally Omitted.]

[Intentionally Omitted.]

[Intentionally Omitted.]

Specific Performance. Tenant shall be entitled to specific performance of Landlord’s obligations under Sections 8, 9, 13, 14, 16 and 21, other than obligations to pay money, the Parties acknowledging that damages would not be an adequate remedy for a breach thereof. In each case in which Tenant is entitled to specific performance under this Section 25(g), specific performance shall be Tenant’s sole and exclusive remedy in respect of the corresponding breach, and Tenant shall not be entitled to claim damages, indemnification under Section 19(a)(i) or the termination of this Lease under Section 25(c) in respect thereof, without prejudice to the rights expressly set forth in Sections 8(d), 9(d) and 16(e).

Each of the following shall constitute an “Event of Default” by Tenant: (i) Tenant fails to pay Base Rent or any other amount due to Landlord hereunder when due and such failure continues for [•] Business Days following written notice from Landlord; (ii) Tenant fails to perform any other material obligation under this Lease and such failure continues for [•] days following written notice, or, if the failure cannot reasonably be cured within that period, for such longer period as is reasonably necessary provided Tenant commences the cure within that period and diligently pursues it; (iii) Tenant’s insolvency, concurso mercantil, dissolution or liquidation; (iv) any breach or default by Tenant under the SSA or any Service Level Agreement that constitutes an Event of Default as provided in Section 8(c); (v) Tenant makes materially detrimental use of the Premises, seriously neglects them, or fails to comply with material conditions imposed by a Governmental Authority or with material Legal Requirements, and such failure continues for [•] days following written notice from Landlord; (vi) Tenant carries out alterations affecting the structure or substance of the Premises without the required Permit or without Landlord’s consent where required under Section 11(a), and fails to reverse them within [•] days following written notice from Landlord; (vii) any material breach by Tenant of a representation or warranty under Section 2, subject to the applicable survival period set forth therein, which, if capable of being cured, remains uncured for [•] days following written notice from Landlord; or (viii) Tenant assigns this Lease or subleases the Premises in violation of Section 20.

[Intentionally Omitted.]

Upon an uncured Event of Default, and subject to Section 26(f), Landlord may (i) demand payment of the amounts due, with interest at the Default Rate, (ii) seek specific performance in accordance with Section 26(f), or (iii) terminate this Lease upon written notice and recover possession of the Premises in accordance with applicable law, in which case Tenant shall vacate and surrender the Premises in accordance with Section 26(e) within ninety (90) days following the effective date of termination, during which period Tenant shall pay, as compensation for its use of the Premises, an amount equal to the Base Rent then in effect. Landlord shall not be entitled to accelerate Rent.

“Default Rate” means [•] percent ([•]%) per annum or, if lower, the maximum rate permitted by applicable law. In case of late payment by either Party, the defaulting Party shall in addition bear all costs resulting from the late payment, including the reasonable costs of legal proceedings and representation.

Surrender. Upon expiration or termination of this Lease, Tenant shall surrender the Premises in the condition recorded in the Baseline Condition Report, cleared of all movable property, ordinary wear and tear, casualty, condemnation, alterations Landlord has elected to take over under Section 11(b), and any condition Landlord was obligated to remedy, excepted. Tenant shall remove, at or prior to the expiration or termination of this Lease, all of its machinery, equipment, racking, production lines, tooling, furniture, trade fixtures, inventory and other property, and its alterations, additions and improvements, as provided in Section 11(b), and shall repair any

Specific Performance. Landlord shall be entitled to specific performance of Tenant’s obligations under Sections 8, 10, 13, 14, 16 and 20, other than obligations to pay money, the Parties acknowledging that damages would not be an adequate remedy for a breach thereof. In each case in which Landlord is entitled to specific performance under this Section 26(f), specific performance shall be Landlord’s sole and exclusive remedy in respect of the corresponding breach, and Landlord shall not be entitled to claim damages, indemnification under Section 19(b)(i) or the termination of this Lease under Section 26(c) in respect thereof, without prejudice to the rights expressly set forth in Section 10.

Landlord covenants that Tenant shall have quiet and peaceful possession and enjoyment of the Premises throughout the Lease Term and any extension thereof, free of any disturbance by Landlord or by any person claiming through Landlord, and Landlord shall defend Tenant’s possession at its cost against any third-party claim. Tenant shall, in turn, use the Premises and the Shared Areas without disturbing the possession and enjoyment by Landlord and by the other occupants of the Site of the remainder of the Site, and shall promptly notify Landlord of any third-party claim, disturbance or act of dispossession affecting the Premises of which it becomes aware, so that Landlord may defend Tenant’s possession as provided herein.

Landlord and persons instructed by it may enter the Premises (i) during ordinary business hours, upon at least [•] hours’ prior notice, for the purpose of inspection, maintenance, repair and improvement works, accompanied by a representative of Tenant if Tenant so requests, and subject to Tenant’s security, safety, confidentiality and quality protocols, or (ii) in an emergency or case of imminent danger, without notice, in which case Landlord shall notify Tenant as promptly as practicable. All such works shall be carried out with the least possible disruption to Tenant’s operations. Landlord acknowledges that the Premises contain confidential manufacturing processes and customer property and equipment subject to third-party confidentiality obligations. Tenant, in turn, acknowledges that the Site contains operations of Landlord and of other occupants, and shall cause the Tenant Parties to observe the security, safety and confidentiality protocols applicable at the Site outside the Exclusive Areas, as notified by Landlord to Tenant.

Public Deed and Registration. The Parties shall cause this Lease, together with the rights of first offer and first refusal granted in Section 23 and the rights granted in Section 4, to be formalized in a public deed before a notary public mutually agreed by the Parties, and registered with the Public Registry of Property of the State of Jalisco, in accordance with Article 2045 of the Civil Code of the State of Jalisco, within [•] days following the Commencement Date. The cost of the notarial instrument and of the registration, and any duties or taxes payable thereon, shall be borne by the Parties in equal shares. Landlord shall appear and execute all instruments required, and shall deliver to Tenant the registered first counterpart. Tenant shall likewise appear and execute all instruments required, and shall deliver to the notary public the documentation reasonably required from it for that purpose. The Parties shall cause any amendment hereto, and any instrument evidencing an election under Section 4(d), to be formalized and registered in the same manner.

Landlord represents and warrants that, except as disclosed in the Baseline Condition Report, to its knowledge there is no Contamination at, on or under the Site or the Premises, and no pending or threatened claim, order or proceeding relating to Hazardous Materials affecting the Site or the Premises.

Landlord shall be solely responsible for, and shall indemnify the Tenant Parties against, all Losses arising out of (i) any Contamination caused by Landlord or by any other occupant of the Site from and after the Commencement Date, and (ii) any Remediation required by any Governmental Authority in respect thereof, including any cost of interrupting, relocating or adapting Tenant’s operations. No such cost shall be passed through to Tenant in any form. Any Contamination existing at the Site or the Premises prior to the Commencement Date shall not be the responsibility of either Party, shall be recorded in the Baseline Condition Report and, where its Remediation is necessary under Environmental Laws or is required by any Governmental Authority, shall be corrected as provided in Section 1(d).

Tenant may use, store, handle and dispose of Hazardous Materials at the Premises in the ordinary course of its operations, in compliance with applicable Environmental Laws and the Permits held by it, and shall be solely responsible for, and shall remediate at its own cost and indemnify Landlord against, Contamination caused by the Tenant Parties from and after the Commencement Date. Tenant shall have no obligation to investigate, monitor or remediate any condition it did not cause. Landlord shall likewise have no obligation to investigate, monitor or remediate any Contamination caused by the Tenant Parties, nor shall any cost thereof be passed through to Landlord in any form.

Each Party shall promptly notify the other of any Release, order, inspection or claim relating to Hazardous Materials affecting the Premises, and shall provide reasonable cooperation in responding thereto.

Neither Party shall be liable for any delay or failure in the performance of its obligations hereunder (other than the payment of money) to the extent caused by an event beyond its reasonable control, including acts of God, natural disaster, epidemic, pandemic, fire, flood, earthquake, war, civil disorder, act of a Governmental Authority not attributable to the affected Party, strike or labor disturbance not involving such Party’s own workforce, and failure of a supplier of electricity or water not within such Party’s reasonable control (each, a “Force Majeure” event), provided that the affected Party notifies the other promptly and uses commercially reasonable efforts to mitigate and to resume performance.

Base Rent shall abate during any Force Majeure event that prevents Tenant from using or accessing all or a material portion of the Premises for more than thirty (30) consecutive days, from the commencement of such event until use or access is restored, in proportion to the portion affected, and if such event continues for more than [•] consecutive days, either Party may terminate this Lease upon written notice.

Force Majeure shall not excuse Landlord from its obligations under Section 16, except as provided in Section 16(f), nor from any payment or indemnity obligation unless such indemnity obligation is impacted by a Force Majeure event. Force Majeure shall likewise not excuse Tenant from any payment or indemnity obligation unless such indemnity obligation is impacted by a Force Majeure event, without prejudice to the abatement of Base Rent provided in Section 29(b).

The Parties acknowledge that the Civil Code of the State of Jalisco and other applicable laws grant certain rights and benefits to the parties to a lease of real property. Neither Party waives, and nothing in this Lease shall be construed as a waiver by either Party of, any right, benefit or remedy to which it is or may be entitled under applicable law, including, in the case of Tenant, any right in respect of the extension of the lease term, tacit renewal, preemptive rights or rights of first refusal, abatement or reduction of rent, repairs, maintenance and replacements, improvements made by the tenant and reimbursement thereof, defects of the leased property, disturbance of possession, subleasing and assignment, and the effect of a transfer of the leased property, and, in the case of Landlord, any right in respect of the collection of rent, the preservation of the leased property and the remedies available to a landlord, in each case to the extent not modified by this Lease. All such rights are expressly acknowledged and preserved, and are cumulative with, and additional to, the rights granted to each Party under this Lease.

Where any provision of this Lease grants a Party a right that is also granted by applicable law, such Party may elect to exercise either or both, and the exercise of one shall not constitute a waiver of the other.

No waiver by either Party of any breach of this Lease shall be effective unless in writing, and no waiver shall constitute a waiver of any other or subsequent breach.

This Lease shall be governed by, and construed in accordance with, the laws of the State of Jalisco, United Mexican States.

Any dispute, controversy or claim arising out of or relating to this Lease, including its existence, validity, interpretation, performance, breach or termination, shall be finally settled by arbitration administered by the Arbitration Center of Mexico (CAM) in accordance with its rules then in effect. The arbitral tribunal shall consist of [•] arbitrators. The seat of the arbitration shall be Guadalajara, Jalisco, and the language of the arbitration shall be Spanish, provided that documents and evidence in English may be submitted without translation. The award shall be final and binding, and judgment thereon may be entered in any court of competent jurisdiction.

Notwithstanding Section 34(b), either Party may, pending the constitution of the arbitral tribunal, seek interim, provisional or injunctive relief before any competent court, including any measure required to preserve Tenant’s possession of the Premises, the continuity of the services under the SSA, Landlord’s rights in respect of the Premises and the Site, or the status quo, without such application constituting a waiver of the agreement to arbitrate, and without prejudice to any right to seek interim relief under the SSA or any Service Level Agreement.

The Parties shall attempt in good faith to resolve any dispute through their designated representatives for a period of [•] days prior to commencing arbitration, provided that this requirement shall not apply where a Party seeks relief under Section 34(c) or where the dispute concerns the impairment of Tenant’s access to the Premises, or the withholding of Rent under Section 8(d).

This Lease, together with its Addenda and Exhibits, constitutes the entire agreement between the Parties with respect to the Premises and supersedes all prior agreements, understandings and representations with respect thereto, except for the SSA and the Service Level Agreements, which remain in full force and effect in accordance with their terms and this Lease.

This Lease may be amended only by a written instrument executed by both Parties and, where required, formalized and registered in accordance with Section 27(c).

In the event of any conflict between this Lease and the SSA or any Service Level Agreement, this Lease shall prevail with respect to the lease of the Premises, Tenant’s possession and use, the allocation of maintenance, taxes and operating expenses, and the SSA or the applicable Service Level Agreement shall prevail with respect to the technical specifications, allocations, pricing, performance, suspension, termination, remedies and limitations of liability of the services provided thereunder, subject to Section 8(d).

If any provision of this Lease is held invalid or unenforceable, the remainder shall continue in full force and effect, and the Parties shall negotiate in good faith a substitute provision achieving, to the extent legally possible, the same economic and legal effect.

The Addenda and Exhibits attached hereto form an integral part of this Lease. The captions are for convenience only and shall not affect its interpretation.

This Lease shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

Each Party shall bear its own costs and expenses in connection with the negotiation and execution of this Lease, except as otherwise expressly provided herein. There is no broker involved in this transaction and each Party shall indemnify the other against any brokerage claim asserted through it.

This Lease may be executed in counterparts, each of which shall be deemed an original.

Related Lease; Flex Occupants. For purposes of Sections 3(c), 13(d), 13(e), 15(c) and 19(a)(v), neither FTM, as tenant under the FTM Lease, nor any other Flex Affiliate occupying any portion of the Site (each, a “Flex Occupant”) shall be deemed an occupant of the Site other than Tenant or a third party, and the occupancy, operations and use of the Site by any Flex Occupant shall not constitute a breach by Landlord of

Consents. Wherever this Lease provides that the consent of a Party shall not be unreasonably withheld, conditioned or delayed, the requesting Party shall deliver a written request together with information reasonably sufficient to evaluate it, and the other Party shall respond within [•] Business Days following its receipt of such request and information; provided that the responding Party may, within [•] Business Days following such receipt, request in writing such additional information as it reasonably requires, in which case such [•] Business Day period shall run from its receipt of such additional information. Any refusal shall state the reasons therefor in reasonable detail. If the responding Party fails to respond within the applicable period, the requesting Party may deliver a second written notice expressly referring to this Section 36(j) and stating in bold capital letters: “FAILURE TO RESPOND WITHIN [•] BUSINESS DAYS SHALL RESULT IN THE REQUESTED CONSENT BEING DEEMED GRANTED,” and if no response is received within [•] Business Days following receipt of that second notice, the consent shall be deemed granted. This Section 36(j) shall not apply to any consent required under Sections 1(b), 3(g), 11(a), 15(c) or 20, or to any matter affecting the structure of the Buildings, title to any Parcel, or any Permit held by the other Party, each of which must be express.

Definitions. For purposes of this Lease, the following terms shall have the meanings set forth below, and the other capitalized terms used herein shall have the meanings given to them elsewhere in this Lease:

In consideration of the obligation of Tenant to pay Rent as herein provided and of the other terms, covenants and conditions hereof, Landlord leases to Tenant, and Tenant takes from Landlord, the Premises, to have and to hold for the Lease Term, including (i) the exclusive right to use and occupy the Exclusive Areas, (ii) the non-exclusive right to use the Shared Areas in common with Landlord and the other occupants of the Site, and (iii) all easements, rights of way and appurtenances necessary or convenient for the use of the Premises for the Permitted Uses, including vehicular and pedestrian ingress and egress to and from the public roads serving the Site.

Landlord shall not voluntarily grant any easement, right of way, restriction, covenant or other encumbrance, nor amend or terminate any existing one, that affects the Exclusive Areas or that would materially and adversely affect Tenant’s operations at the Premises or its access thereto, including through the Shared Areas or the access routes described on Exhibit C, without Tenant’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Tenant shall not voluntarily grant or create any easement, right of way, restriction, covenant or other encumbrance affecting the Premises, the Shared Areas or the Site, other than the subleases and occupancy rights permitted under Section 20, without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Condition of the Premises. The Premises are existing, constructed and in operation, and Tenant takes them in their condition as of the Commencement Date, as inspected by Tenant, on an “as-is” basis, subject only to the following, which are conditions of delivery and not merely representations: (i) as of the Commencement Date, the Building systems and equipment serving the Premises (including electrical, mechanical, fire protection, HVAC, ventilation, water, sewer, compressed air, lighting, dock doors, dock levelers and elevators) shall be in good working order consistent with their operation immediately prior to the Commencement Date and in compliance with all Legal Requirements, except as otherwise recorded in the Baseline Condition Report; (ii) the Premises shall be free of any condition, other than as recorded in the Baseline Condition Report, that prevents, restricts or conditions the operation of Tenant’s business as conducted immediately prior to the Commencement Date; and (iii) Landlord and Tenant shall jointly prepare and execute, on the Commencement Date, a delivery and acceptance certificate (acta de entrega-recepción) and inventory of the Premises, and attach as Exhibit J a delivery condition report (the “Delivery Condition Report”) recording, as of the Commencement Date, the physical, environmental and regulatory compliance condition of the Premises (including urban development, environmental, civil protection, structural, permitting and licensing matters), the status of the Building systems, the meter readings and the keys handed over, the existing operating permits and licenses, the existing utility infrastructure and metering, and the outstanding regulatory matters listed on Exhibit G; and (iv) Landlord and Tenant shall jointly prepare, each Party bearing its own costs, no later than the Commencement Date, and the Parties shall attach as Exhibit K, (A) an inventory of the Site Equipment (as defined in Section 3(e)) located on, within, above or adjacent to the Buildings comprising the Premises, identifying for each item its owner, location, function, the Buildings or operations it serves, whether it is installed on a permanent or temporary basis, and any commitment previously made for its relocation or removal,

Any condition identified in the Delivery Condition Report as non-compliant, deficient or pending shall be corrected by Landlord at its sole cost and expense within [•] days following the Commencement Date, or within such longer period as the Parties agree in writing where correction cannot reasonably be completed within that period, and Landlord’s failure to do so shall entitle Tenant to the remedies set forth in Sections 9(d) and 25. The foregoing applies to any item of Site Equipment or condition of the Premises recorded in Exhibit K as failing to meet an applicable Mexican Official Standard, which Landlord shall remediate, modify, relocate, replace or remove, at its sole cost and expense, within the period set forth in this Section 1(d), without prejudice to Section 3(f). Any condition, defect or non-compliance with Legal Requirements (including urban development, environmental, civil protection, structural, permitting and licensing matters) existing at the Premises or the Site prior to the Commencement Date shall not be the responsibility of either Party, shall be recorded in the Baseline Condition Report and, where its correction is necessary under Legal Requirements or is required by any Governmental Authority, shall be corrected by Landlord at its sole cost and expense within [•] days following notice from either Party (or such longer period as is reasonably necessary, provided Landlord commences the correction within that period and diligently pursues it to completion). Tenant shall be responsible for, and shall indemnify, defend and hold harmless Landlord from and against any and all Losses arising out of, any non-compliance or damage caused by the operations of Tenant or its employees, contractors or invitees at the Premises or in the Shared Areas from and after the Commencement Date, and shall correct it at its sole cost and expense within [•] days following notice from Landlord (or such longer period as is reasonably necessary, provided Tenant commences the correction within that period and diligently pursues it to completion), failing which Landlord may exercise the rights set forth in Section 10. Notwithstanding anything to the contrary in this Lease, indemnification in respect of matters covered by this Section 1(d) shall be limited to actual and documented damages finally awarded by a court or arbitral tribunal of competent jurisdiction, or fines and penalties finally imposed by a Governmental Authority.

Landlord is a Mexican corporation duly incorporated and validly existing under the laws of Mexico, as evidenced in public deed No. [•], granted before Mr. [•], notary public No. [•] of [•], and registered with the Public Registry of Commerce of [•] under electronic commercial folio No. [•], and it has the corporate capacity and all corporate authorizations required to enter into this Lease and to perform its obligations hereunder.

Its legal representative has sufficient powers and authority, which have not been amended, limited or revoked, to execute this Lease in its name and on its behalf, as evidenced in public deed No. [•], granted before Mr. [•], notary public No. [•] of [•].

Landlord is registered with the Federal Taxpayers Registry under number [•], is not and has not been included in any list published by the Tax Administration Service (Servicio de Administración Tributaria, “SAT”) under Articles 69 or 69-B of the Federal Tax Code, and holds a positive tax compliance opinion (opinión de cumplimiento), and Landlord is in compliance with the Federal Law for the Prevention and Identification of Transactions with Resources of Illicit Origin (Ley Federal para la Prevención e Identificación de Operaciones con Recursos de Procedencia Ilícita) and acquired the Parcels with funds derived from lawful sources.

Landlord holds good and marketable title to each Parcel, free and clear of any lien, mortgage, trust, attachment, encumbrance, option, right of first refusal or other third-party right, other than the Permitted Exceptions identified on Exhibit A-1, as evidenced in the public deeds listed on Exhibit A-1 and in the certificates of no liens (certificados de libertad de gravamen) dated [•] and the certificates of no tax indebtedness (constancias de no adeudo) in respect of property tax, water and other public services dated [•].

Except as expressly disclosed on Exhibit G or recorded in the Baseline Condition Report, (i) each Parcel complies with all Legal Requirements applicable to it, including land use, urbanization, subdivision, land cession, construction, occupancy, environmental and water authorizations, and (ii) Landlord has not received any notice from any Governmental Authority asserting any violation, revocation, suspension or conditioning of any such authorization, or any notice of expropriation, condemnation or public works affecting any Parcel.

The Premises and the Site have the electrical capacity, water supply and drainage, gas distribution and telecommunications infrastructure required to operate the Premises for the Permitted Uses at the levels at which they are operated immediately prior to the Commencement Date, and Landlord holds, or the applicable permit holder at the Site holds, all Permits necessary as of the Commencement Date for the provision of the services contemplated by the SSA.

There is no litigation, arbitration, administrative proceeding or claim pending or, to Landlord’s knowledge, threatened against Landlord that, if adversely determined, would adversely affect title to any Parcel, the Premises, Tenant’s use and enjoyment thereof, or Landlord’s ability to perform this Lease or the SSA.

Landlord has disclosed to Tenant all agreements affecting the Site that restrict or condition the use of the Premises, the Shared Areas or the access routes, including any covenants, park regulations, easements, reciprocal access agreements and utility agreements.

Landlord has disclosed to Tenant all complaints, claims, letters, requirements, inspections, proceedings and orders received from neighbors, neighborhood associations or any Governmental Authority in respect of noise, atmospheric emissions, vibration or odor at the Site during the [•] years preceding the Effective Date, together with all mitigation plans, measurement reports and commitments agreed with them, and, except as so disclosed and as recorded on Exhibit K, the Site and the Site Equipment comply with the applicable Mexican Official Standards on noise and atmospheric emissions.

Tenant is a Mexican company duly incorporated and validly existing under the laws of Mexico, as evidenced in public deed No. [•], granted before Mr. [•], notary public No. [•] of [•], and registered with the Public Registry of Commerce of [•] under electronic commercial folio No. [•], and it has the corporate capacity and all corporate authorizations required to enter into this Lease and to perform its obligations hereunder.

Its legal representative has sufficient powers and authority, which have not been amended, limited or revoked, to execute this Lease in its name and on its behalf, as evidenced in public deed No. [•], granted before Mr. [•], notary public No. [•] of [•].

Tenant is registered with the Federal Taxpayers Registry under number [•], is not and has not been included in any list published by the SAT under Articles 69 or 69-B of the Federal Tax Code, and holds a positive tax compliance opinion (opinión de cumplimiento).

There is no litigation, arbitration, administrative proceeding or claim pending or, to Tenant’s knowledge, threatened against Tenant that, if adversely determined, would adversely affect Tenant’s ability to perform this Lease.

The funds used by Tenant to pay Rent and the other amounts payable hereunder derive from lawful sources, and Tenant is in compliance with the Federal Law for the Prevention and Identification of Transactions with Resources of Illicit Origin (Ley Federal para la Prevención e Identificación de Operaciones con Recursos de Procedencia Ilícita).

The Premises may be used for the manufacture, assembly, testing, repair, refurbishment and reverse logistics of electronic, electromechanical, medical, automotive and industrial products and components; for receiving, storing, packing, shipping and distributing products, materials, components and merchandise; for warehousing and distribution; for general office, engineering, laboratory, training, cafeteria, medical service, data center and administrative use; for the parking, storage, loading, unloading and circulation of automobiles, trucks and trailers, including driving into and through the Buildings for loading and unloading; for the outdoor storage of Tenant’s Property (being the property described in Section 11(b)); for the installation and operation of rooftop and yard equipment, including solar panels, antennas, emergency generators, compressed air and nitrogen systems, chillers, tanks, batteries and alternative fuel cells; and for any other lawful ancillary or related use (collectively, the “Permitted Uses”). Tenant may use the Premises twenty-four (24) hours a day, seven (7) days a week, fifty-two (52) weeks a year.

So long as Tenant is FTM, FPL or any Flex Affiliate, the Premises may also be used for any other lawful use that does not increase the demand for services under the SSA beyond the levels committed thereunder and does not require a change in land use or in any Permit held by Landlord.

Landlord shall not conduct, nor permit any other occupant of the Site to conduct, any activity at the Site that (i) unreasonably interferes with Tenant’s operations, access, logistics or the circulation of trailers described on Exhibit C, (ii) causes vibration, noise, dust, odor, electromagnetic interference or emissions that adversely affect Tenant’s manufacturing processes or the certification of its production lines, or (iii) would cause the cancellation of, or a material increase in the premium of, any insurance policy required to be maintained hereunder. Tenant shall not conduct, nor permit any of the Tenant Parties to conduct, any activity at the Site that (i) unreasonably interferes with

Tenant shall use the Premises in compliance with all Legal Requirements and shall obtain and maintain, at its cost, all Permits relating to its own operations at the Premises, shall comply in full with all conditions and requirements imposed by any Governmental Authority in respect thereof, and shall ensure that its use of the Premises does not cause emissions (in particular noise, odor or light) exceeding the level customary at the location and in the industry, to the extent such use goes beyond the use existing as of the Commencement Date. Landlord shall, at no out-of-pocket cost to Landlord, cooperate with Tenant in obtaining, maintaining, renewing and amending any such Permit, including by executing any application, consent, plan, letter of ownership or authorization required from the owner of the Premises, within [•] Business Days following Tenant’s request. Landlord shall, in turn, obtain and maintain, at its cost, all Permits relating to the Site, the Buildings, the Shared Areas, the Site Equipment and its own operations, and shall comply in full with all conditions and requirements imposed by any Governmental Authority in respect thereof, and Tenant shall, at no out-of-pocket cost to Tenant, cooperate with Landlord in obtaining, maintaining, renewing and amending any such Permit, including by executing any application, consent or authorization required from the occupant of the Premises, within [•] Business Days following Landlord’s request.

Site Equipment. The Parties acknowledge that certain equipment owned by Landlord, including, without limitation, HVAC systems, chillers and associated building equipment, as well as air conditioning, ventilation, extraction, compressed air and combustion equipment, is installed on, within, above or adjacent to the Buildings comprising the Premises, serves Tenant’s operations in whole or in part, and may be operated by Tenant (the “Site Equipment”). The Site Equipment includes all such equipment existing at the Buildings as of the Commencement Date, and excludes any equipment installed by Tenant, which is governed by Section 11(b). Any item of Site Equipment that exclusively serves one or more of the Buildings comprising the Premises, as identified in the inventory included in Exhibit K, is referred to herein as “Dedicated Site Equipment”. The Site Equipment forms part of the Premises leased hereunder and is not a service provided under the SSA or any Service Level Agreement. The Parties further acknowledge that the Site Equipment is delivered, and Tenant accepts it, in the condition, location and configuration recorded in Exhibit K, including any item recorded there as installed on a temporary basis or as failing to meet an applicable Mexican Official Standard, provided that Tenant shall be responsible for any such failure to the extent caused by the use or operations of the Tenant Parties, as provided in Section 3(f).

Compliance; Remediation; No Default. Landlord shall at all times keep the Site Equipment in compliance with all Legal Requirements, including the applicable Mexican Official Standards on noise and atmospheric emissions, irrespective of its location and of who operates it, except to the extent that any non-compliance results from Tenant’s failure to perform its maintenance and repair obligations in respect of

New Equipment. Landlord shall not install or relocate any equipment on, within or above the Buildings comprising the Premises or within the Exclusive Areas, nor install, relocate or modify the operation of any equipment, including any Site Equipment, adjacent thereto where doing so would materially and adversely affect Tenant’s operations or its compliance with any Legal Requirement or Permit, in each case without Tenant’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Tenant shall not install or relocate any equipment in the Shared Areas or elsewhere at the Site outside the Premises, other than as permitted under Sections 3(a) and 8(f), nor install, relocate or modify the operation of any equipment where doing so would materially and adversely affect the structure of the Buildings, the Site infrastructure, the operations of Landlord or of the other occupants of the Site, or Landlord’s compliance with any Legal Requirement or Permit, in each case without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Complaints, Monitoring and Attribution. Each Party shall notify the other, within [•] Business Days, of any complaint, claim, letter, requirement, inspection, proceeding or order received from a neighbor, a neighborhood association or any Governmental Authority in respect of noise, atmospheric emissions, vibration or odor at the Site. Landlord shall, at its cost, (i) cause perimeter measurements of noise and emissions to be taken at least once every [•] months by a laboratory or verification unit accredited before the Mexican Accreditation Entity, at the points recorded in Exhibit K, and deliver the results to Tenant, and (ii) maintain the mitigation plan and the periodic meetings with the neighboring developments, in which Tenant shall be entitled to participate, and implement at its cost any mitigation measure relating to the Site, the Shared Areas or the Site Equipment, except to the extent caused by the Tenant Parties’ operations or use, in which case Tenant shall bear the costs attributable thereto. Tenant shall deliver to Landlord the results of any measurement of noise or emissions taken by or for Tenant in respect of its operations at the Premises, shall cooperate in good faith with Landlord in the mitigation plan and the periodic meetings referred to in clause (ii), and shall implement at its cost any mitigation measure relating to its own equipment or operations, as provided in Section 3(f).

Primary Term. The Lease Term shall commence on the Commencement Date and, unless earlier terminated in accordance herewith, shall continue for twenty-five (25) years (the “Primary Term”).

Landlord Bound for the Full Term. The Primary Term is mandatory and irrevocable for Landlord for its entire duration. Landlord shall have no right to terminate this Lease, to refuse extension in accordance with Addendum 2, or to cease performance hereunder, prior to the expiration of the Primary Term, except pursuant to Section 26(c) following an Event of Default by Tenant that remains uncured after the expiration of the applicable cure period set forth in Section 26(a). Tenant’s termination rights are as set forth in Section 24. Nothing in this Lease shall exclude or limit the right of either Party to terminate this Lease for serious cause where such right cannot be waived under applicable law.

Statutory Extension. Nothing in this Lease shall be construed as a waiver by Tenant of its right, under Article 2051 of the Civil Code of the State of Jalisco, to an extension of the Lease Term equal to one fourth (1/4) of the period agreed herein, computed from the date on which Tenant took possession of the Premises as tenant, which right the Parties expressly acknowledge and preserve. Any extension exercised under Addendum 2 shall be in addition to, and not in substitution of, that statutory right, and Tenant may elect to exercise either or both.

Year-25 Election. No later than twelve (12) months prior to the expiration of the Primary Term, Tenant may deliver written notice to Landlord electing, at Tenant’s sole discretion, either or both of the following, and Landlord shall be obligated to implement the election so made:

Extension. An extension of the occupancy of the Premises on the same terms and conditions as those set forth in this Lease, except that the Base Rent for the first year of each extension period shall be the Market Rent determined in accordance with Section 4(f), and shall thereafter be adjusted annually in accordance with Section 5(c), for an additional one (1) period of [•] years. Given the limit established by Article 2045 of the Civil Code of the State of Jalisco, the Parties agree that Landlord’s obligation under this paragraph constitutes an irrevocable offer to enter into a new lease agreement in respect of the Premises, on the same terms and conditions as this Lease, save for the Base Rent determined as aforesaid, for the period elected by Tenant, which offer Landlord may not withdraw and which Tenant may accept by delivering the notice contemplated in this Section 4(d), whereupon the Parties shall execute such new lease agreement within [•] days following the determination of the Market Rent.

Usufruct. The constitution in Tenant’s favor of a usufruct over the Premises, for the maximum period permitted by applicable law and on the same terms and conditions, mutatis mutandis as those set forth in this Lease, with the consideration for the usufruct determined on the basis of the Market Rent, as provided in Addendum 4.

If Tenant delivers no notice under Section 4(d) and the Lease Term expires, Tenant shall surrender the Premises in accordance with Section 26(e), without prejudice to Tenant’s statutory rights under Section 4(c), during which Tenant’s rights under Section 23 shall continue to apply.

Market Rent. For purposes of Section 4(d), “Market Rent” means the monthly rent per square foot that a willing tenant would pay and a willing landlord would accept, at arm’s length, for the lease of premises comparable to the Premises in the Guadalajara metropolitan area, for a term equal to the applicable extension period, taking into account the terms and conditions of this Lease (including its gross lease structure and the allocation of maintenance, repair and replacement obligations hereunder), and disregarding the value of any alteration, improvement or equipment made or installed by Tenant at its cost. The Market Rent shall be determined by an independent valuer selected from among Colliers, CBRE, JLL and Cushman & Wakefield (or their respective Mexican affiliates), [jointly appointed by the Parties within [•] days following delivery of Tenant’s notice under Section 4(d) or, failing agreement within that period, designated by lot (sorteo) from among those firms, before a notary public, at the request of either Party], provided that the valuer shall not have provided services to either Party or its Affiliates in respect of the Site during the [•] months preceding its appointment. The valuer shall deliver its determination to both Parties within [•] days following its appointment, and such determination shall be final and binding on the Parties, absent manifest error. The fees of the valuer shall be borne by the Parties in equal shares. Tenant may withdraw its election under Section 4(d)(i) by written notice to Landlord delivered within [•] days following receipt of the valuer’s determination, without liability, other than the reimbursement to Landlord of the portion of the fees of the valuer borne by Landlord, in which case this Lease shall expire at the end of the Lease Term then in effect, without prejudice to Tenant’s rights under Section 4(c).

Tenant shall pay Landlord Base Rent at a rate of U.S.$[•] per square foot of the Premises per calendar month, in the amounts set forth on Addendum 1, in equal monthly installments, in advance, on or before the [•] Business Day of each calendar month during the Lease Term, without demand, by bank transfer to the account notified by Landlord. Payments for any fractional calendar month shall be prorated. Base Rent for the first month shall be payable within [•] days following Tenant’s receipt of Landlord’s invoice. Any other amount invoiced by Landlord under this Lease shall be payable within [•] days following receipt of the invoice. Unless otherwise expressly provided herein, any amount payable by Landlord to Tenant under this Lease shall likewise be payable within [•] days following Landlord’s receipt of Tenant’s invoice or written demand, by bank transfer to the account notified by Tenant. For purposes of the foregoing, the area of the Premises shall be the area set forth on Exhibit B.

All amounts payable hereunder are denominated in U.S. Dollars. The Parties acknowledge that an essential element of their decision to enter into this Lease is that Rent be denominated in U.S. Dollars, and that pursuant to Article 8 of the Monetary Law of the United Mexican States, where the place of payment is in Mexico, Tenant may discharge its obligation by delivering the equivalent amount in Pesos at the exchange rate published by Banco de México in the Federal Official Gazette on the Business Day prior to the date payment is made. Each Party shall be responsible, at its own cost and discretion, for any measure it wishes to implement to mitigate currency fluctuation risk.

Base Rent shall be adjusted on each anniversary of the Commencement Date by [•] percent ([•]%) of the Base Rent in effect for the immediately preceding year.

Landlord shall issue and deliver to Tenant, for each payment, an electronic tax invoice (Comprobante Fiscal Digital por Internet) in XML and PDF format complying with Articles 29 and 29-A of the Federal Tax Code and all applicable tax administrative rules, including the property tax account number (número de cuenta predial) of the Premises and the payment complement (complemento de pago) where applicable. Tenant shall pay value added tax on Rent concurrently with the corresponding payment, against delivery of the applicable CFDI. Landlord shall deliver to Tenant, upon request and at least annually, an updated tax compliance opinion and tax situation certificate (constancia de situación fiscal), and shall indemnify Tenant for any tax, fine, surcharge, inflationary adjustment or interest that Tenant is required to pay as a result of the rejection of the deduction or crediting of any payment made hereunder due to the application of Articles 69 or 69-B of the Federal Tax Code. Tenant shall, correlatively, deliver to Landlord, upon request and at least annually, its updated tax compliance opinion and tax situation certificate, shall issue and deliver to Landlord a CFDI complying with the same requirements for any amount payable by Landlord to Tenant hereunder, and shall indemnify Landlord for any tax, fine, surcharge, inflationary adjustment or interest that Landlord is required to pay as a result of the rejection of the deduction or crediting of any such payment due to the application of Articles 69 or 69-B of the Federal Tax Code to Tenant.

“Rent” means Base Rent and any other amount payable by Tenant under this Lease. Tenant shall have no right to abate or reduce Rent except as expressly provided in Sections 8(d), 16, 17, 24(a)(ii) and 29(b).

Landlord shall pay, as and when due and at its sole cost and expense, without reimbursement from Tenant except as provided in Sections 7(b) and 7(c): (i) property tax (impuesto predial) and any other ad valorem, real property or land-related tax, assessment or charge levied on or with respect to any Parcel, the Site, the Premises or this Lease; (ii) contributions for improvements (contribuciones de mejoras), betterment assessments and charges made by any public or quasi-public authority for infrastructure or public works related to the Site; (iii) water, sewer and sanitary charges other than those invoiced to Tenant under the SSA for the services consumed by Tenant; (iv) the premiums of the insurance policies Landlord is required to maintain under Section 18; (v) any property management fee; (vi) all costs of operating, repairing, replacing and maintaining the Shared Areas and the Site infrastructure; and (vii) any penalty, fine, surcharge or interest arising out of Landlord’s failure to pay any of the foregoing when due.

Tenant shall have no obligation to pay operating expenses, common area maintenance charges, management fees, property tax, insurance premiums, reserves or amortized capital costs in respect of the Site, the Shared Areas or the Premises, including the roof, roof membrane, waterproofing, structure, foundations, exterior and perimeter walls, bearing walls, windows and utilities up to the point of connection to the Premises,

Tenant shall pay any tax levied directly on Tenant’s own property, inventory, equipment or operations at the Premises, and shall not be responsible for any income, business, corporate, flat-rate or franchise tax of Landlord, nor for any tax on the transfer of the Premises, nor for any penalty or interest incurred as a result of Landlord’s late payment of taxes. Value added tax on Rent shall be paid by Tenant to Landlord together with the corresponding Rent, and Landlord shall remit (enterar) such tax to the SAT in accordance with the Value Added Tax Law.

Landlord shall deliver to Tenant, within [•] days following the end of each calendar year and at any other time upon Tenant’s reasonable request, evidence of payment of property tax and of the other charges described in Section 7(a), together with a certificate of no tax indebtedness in respect of the Parcels. If Landlord fails to pay any such amount when due and such failure continues for [•] days following notice from Tenant, Tenant may pay it directly, and Landlord shall reimburse Tenant the amount so paid, together with interest at the Default Rate, within [•] days following demand. Tenant shall likewise deliver to Landlord, upon Landlord’s reasonable request, evidence of payment of the taxes for which Tenant is responsible under Section 7(c), and if Tenant fails to pay any such amount when due and such failure continues for [•] days following notice from Landlord, and such failure could result in any lien, charge or liability affecting Landlord, the Premises or the Site, Landlord may pay it directly, and Tenant shall reimburse Landlord the amount so paid, together with interest at the Default Rate, within [•] days following demand.

Electricity, water distribution, and the other services required for the operation of the Premises shall be provided by Landlord to Tenant pursuant to the SSA and the Service Level Agreements thereunder, which are listed on Exhibit F. Landlord covenants to enter into, maintain in full force and effect, and perform in accordance with its terms, the SSA and each Service Level Agreement, for the entire Lease Term (including any extension under Section 4(d) or Addendum 2), and shall not terminate, suspend,

Subject to the expiration and termination provisions expressly set forth in the SSA and the applicable Service Level Agreement, the term of the SSA and of each Service Level Agreement shall be coterminous with the Lease Term, and the expiration or termination of this Lease shall not, of itself, terminate any payment or indemnity obligation accrued under the SSA or any Service Level Agreement.

Cross-Default. Any material breach or material default by Landlord under the SSA or under any Service Level Agreement that materially and adversely affects Tenant’s use of or operations at the Premises, and that remains uncured following the cure period applicable thereunder or, if none is provided therein, the cure period set forth in Section 25(a)(ii), shall constitute a Landlord Default under this Lease, entitling Tenant to the remedies set forth in Section 25, in addition to any remedy available under the SSA or applicable Service Level Agreement. Any material breach or material default by Tenant under the SSA or under any Service Level Agreement that materially and adversely affects Landlord’s operations at the Site, and that remains uncured following the cure period applicable thereunder or, if none is provided therein, the cure period set forth in Section 26(a)(i) or 26(a)(ii), as applicable, shall constitute an Event of Default by Tenant under this Lease.

Service Interruptions; Minimum Protections; Abatement. Any suspension, curtailment or termination of Services under the SSA shall be governed by the SSA and applicable Service Level Agreement, subject to this Section 8(d). Neither Party shall be entitled to recover more than once in respect of the same loss under this Lease, the SSA or any Service Level Agreement. Without limiting the SSA, and regardless of any provision thereof, Landlord shall not, for any reason, impair Tenant’s access to the Premises by reason of any dispute with Tenant, including any dispute as to amounts payable under this Lease or the SSA. Correlatively, Tenant shall not, for any reason, withhold, suspend or reduce the payment of Rent or of the undisputed Monthly Costs under the SSA by reason of any dispute with Landlord, except for the abatements expressly provided in this Lease and amounts disputed in good faith in accordance with the SSA, and without prejudice to Tenant’s right to dispute any amount payable under this Lease in accordance with Section 34. If the supply of electricity or water to the Premises is interrupted, curtailed or reduced below the levels committed under the applicable Service Level Agreement, and such interruption constitutes an uncured material breach of the applicable Service Level Agreement following the expiration of any applicable notice and cure period thereunder, other than as a result of Force Majeure, a Permitted Maintenance Outage (as defined in the applicable Service Level Agreement), an act or omission of Tenant or any other circumstance excused under the applicable Service Level Agreement, Base Rent shall abate, in respect of each portion of the Premises left without electricity or water, in the

[Intentionally Omitted.]

Tenant may, at its cost, install and maintain sub-meters, monitoring equipment and back-up equipment (including generators, uninterruptible power supplies and water storage) within the Premises, and Landlord shall provide reasonable access, space and interconnection rights within the Shared Areas for that purpose, provided that Tenant shall install, operate and maintain such equipment in compliance with all Legal Requirements and Permits and the applicable Service Level Agreement, shall coordinate any interconnection with Landlord in advance so as not to impair the Site infrastructure or services to other occupants, and shall remove such equipment at the end of the Lease Term in accordance with Section 11(b). Nothing in this Section 8(f) shall modify the Parties’ rights or obligations with respect to metering or the provision of Services under the SSA or any applicable Service Level Agreement.

Landlord shall, at its sole cost and expense and throughout the Lease Term, keep and maintain in good order, condition and repair and, if required, replace, and in compliance with all Legal Requirements: (i) the structural elements of the Buildings comprising the Premises, including foundations, structure, columns, load-bearing walls, slabs, roof, roof membrane, exterior walls and windows; (ii) the Shared Areas, including access roads, driveways, maneuvering yards, trailer routes, parking areas, exterior lighting, drainage, landscaping, fencing, guardhouses and signage; (iii) the Site infrastructure, including the electrical, hydraulic, sanitary, storm water, gas and telecommunications networks up to the delivery points identified on Exhibit C; (iv) the items identified as Landlord’s obligations on the maintenance matrix attached as Exhibit D; and (v) the Site Equipment (which includes, without limitation, HVAC systems, chillers and associated building equipment), other than the maintenance and repair of the Dedicated Site Equipment, which shall be performed by Tenant as provided in Section 10, it being understood that the replacement of all HVAC systems and other Site Equipment owned by Landlord and existing at the Buildings as of the Commencement Date, including the Dedicated Site Equipment, shall be the sole responsibility of Landlord, in compliance with the standards referred to in Section 3(f), irrespective of its location and of who operates it; provided that Tenant shall bear the cost of any repair or replacement to the extent required as a result of damage caused by the Tenant Parties, including damage to the roof, roof membrane or structure caused by Tenant’s rooftop equipment, signage or alterations.

Landlord shall perform all maintenance in a manner that minimizes interference with Tenant’s operations, shall coordinate all planned works with Tenant at least [•] Business Days in advance, and shall not perform any work that interrupts Tenant’s operations without Tenant’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, except in an emergency, in which case Landlord shall notify Tenant as promptly as practicable and shall limit the works to those strictly necessary. Tenant shall provide Landlord and its contractors with reasonable access to the Premises for the performance of such works in accordance with Section 27(b). Tenant shall likewise perform any works in the Shared Areas, or that may affect the Site infrastructure, Landlord’s operations or those of the other occupants of the Site, in a manner that minimizes interference therewith, and shall coordinate all such planned works with Landlord at least [•] Business Days in advance, except in an emergency, in which case Tenant shall notify Landlord as promptly as practicable and shall limit the works to those strictly necessary.

Gross Lease; No Pass-Through of Maintenance Costs. This Lease is a gross lease. Landlord shall bear, at its sole cost and expense and without reimbursement from Tenant, all costs of maintaining, repairing and replacing the Buildings comprising the Premises (other than the maintenance and repair of the interior and non-structural exterior areas of the Premises, which are Tenant’s responsibility under Section 10), the Site Equipment (other than the maintenance and repair of the Dedicated Site Equipment, which are Tenant’s responsibility under Section 10), the Shared Areas and the Site infrastructure, including landscaping and all other operating expenses of the Site. No such cost shall be charged or passed through to Tenant, whether as additional rent, as a common area or maintenance charge, under the SSA or any Service Level Agreement, or in any other form, except as expressly provided in this Section 9, in Section 10 and in Section 7(b)(i). For purposes of this Lease, the “replacement” of any item of Site Equipment means its substitution, or the substitution of any of its major components, when it has reached the end of its useful life or can no longer be repaired on a commercially reasonable basis, as reasonably determined by the manufacturer or a qualified independent technician; provided that, to the extent any such replacement is required as a result of an act or omission of the Tenant Parties (including Tenant’s failure to perform its maintenance and repair obligations under Section 10), its cost shall be borne by Tenant. Notwithstanding the foregoing, to the extent any maintenance, repair, replacement or other works, including works required by a Governmental Authority, are required as a result of the acts, omissions, operations or use of the Premises or Shared Areas by the Tenant Parties, their cost shall be borne by Tenant, subject to Sections 9(a) and 9(e).

Self-Help. If Landlord fails to perform any maintenance, repair or replacement obligation under this Lease or Exhibit D, and such failure continues for thirty (30) days following written notice from Tenant (or, where the failure affects the operation of the Premises, the safety of persons or property, or Tenant’s compliance with any Legal Requirement or Permit, for forty-eight (48) hours following notice), or, where the failure cannot reasonably be cured within the applicable period, Landlord fails to commence the cure within that period or thereafter fails to pursue it diligently to completion, Tenant may, without prejudice to any other remedy, perform such obligation itself or through third parties, and Landlord shall reimburse Tenant the reasonable and documented cost thereof, plus [•] percent ([•]%) for administration, within thirty (30) days following delivery of the corresponding invoices.

Subsequent Legal Requirements. If any Legal Requirement relating to ecology, the environment, urban development or civil protection that is enacted, amended or first becomes applicable after the Commencement Date requires works to the structure, foundations, roofs, perimeter walls or other base building elements or systems of the Buildings comprising the Premises, the Shared Areas or the Site infrastructure, such works shall be performed by Landlord at its sole cost and expense, and their cost shall not be passed through to Tenant in any form. Any works so required exclusively by reason of Tenant’s specific operations, processes or equipment at the Premises or use of the Shared Areas shall be performed by Tenant (or, at Landlord’s election, by Landlord) at Tenant’s cost, in accordance with Section 11 to the extent applicable.

Tenant may, without Landlord’s consent, make any alteration, addition or improvement to the interior of the Premises that (i) is non-structural, (ii) does not adversely affect the Building systems or the structural integrity of the Buildings, and (iii) does not increase the demand for services under the SSA beyond the levels committed thereunder. Any other alteration shall require Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Tenant shall carry out its alterations at its own cost, in compliance with all Legal Requirements and Permits, through qualified contractors, and with the least possible disruption to Landlord’s operations.

All alterations, additions and improvements made by Tenant, and all machinery, equipment (including any HVAC system, chiller or other equipment installed by Tenant for its own or its customers’ specific needs), racking, production lines, tooling, furniture, trade fixtures and other property installed by Tenant at the Premises, shall remain the property of Tenant, and Tenant may remove them at any time. Upon expiration or termination of this Lease, Tenant shall remove such property and alterations, repairing any damage caused by the removal, unless Landlord elects by written notice delivered no later than [•] months prior to the expiration of the Lease Term (or, in the case of earlier termination, within [•] days following the termination notice) to take over any alteration, addition or improvement, in which case it shall remain at the Premises without compensation. Tenant waives any claim for reimbursement in respect of alterations, additions and improvements made by it at the Premises.

Landlord expressly acknowledges Tenant’s ownership of the property described in Section 11(b), waives any lien, retention right or other right over such property, whether statutory or contractual, and shall, upon Tenant’s request, execute any instrument reasonably required to evidence such waiver in favor of Tenant or of any lender or lessor of Tenant’s equipment. Tenant, in turn, expressly acknowledges Landlord’s ownership of the Premises, the Site and the Site Equipment, and shall not permit any lien, attachment or encumbrance arising through Tenant to attach to them.

Tenant shall have the exclusive right, at its cost, to install, maintain, modify and replace its name, logos, corporate image and branding on and about the Premises, including on the facades, walls, roofs, entrances, lobbies, monument signs, totems, flagpoles, directional signage and interior areas of the Buildings comprising the Premises, and on the access routes, guardhouses and parking areas serving the Premises, all substantially as identified on Exhibit I, and Tenant may maintain all existing signage and branding in place at the Commencement Date. Without limiting the foregoing, Tenant shall be entitled to install and maintain its signage and branding on each of the Buildings comprising the Premises and at each entrance to the Site from a public road. Tenant’s signage and branding shall (i) relate to the business carried on by Tenant or its Affiliates at the Premises, (ii) comply with all Legal Requirements and the conditions of any applicable Permit, (iii) not cause light or other emissions exceeding the level customary at the location, having regard in particular to the adjacent residential

Landlord shall, at no out-of-pocket cost to Landlord, cooperate with Tenant in obtaining and maintaining any permit or authorization required for such signage, and shall execute any owner’s consent or application required for that purpose within [•] Business Days following Tenant’s request.

Landlord shall not install, or permit the installation of, any sign, logo, branding or corporate image of Landlord or of any third party on, or on the facades or roofs of, the Buildings comprising the Premises, nor in any location that obscures, competes with or diminishes the visibility of Tenant’s signage from the public roads serving the Site or from the access routes to the Premises. Landlord shall not name, or permit the naming of, the Site or any Building comprising the Premises using the name, brand or corporate image of any third party without Tenant’s prior written consent. Tenant shall not install, or permit the installation of, any sign, logo, branding or corporate image on any Building or area of the Site not comprising the Premises, other than as identified on Exhibit I or permitted under Section 12(a), nor in any location that obscures, competes with or diminishes the visibility of the signage of Landlord or of the other occupants of the Site, and shall not name, or permit the naming of, the Site using the name, brand or corporate image of any third party without Landlord’s prior written consent.

Upon expiration or termination of this Lease, Tenant shall remove its signage and shall repair and make good any damage caused by the removal, unless Landlord elects by written notice to retain any signage structure, in which case it shall remain at the Premises without compensation.

Tenant shall have the exclusive use of the truck docks, dock doors, maneuvering yards, trailer parking positions and employee and visitor parking spaces identified as Exclusive Areas on Exhibit A and quantified on Exhibit C, and the non-exclusive use, in common with Landlord and the other occupants of the Site, of the Shared Areas identified as such thereon.

Tenant shall have the right, twenty-four (24) hours a day, seven (7) days a week, to route trucks, trailers and other vehicles used in its operations over the access routes and internal circulation routes identified on Exhibit C, to and from the Premises and the public roads serving the Site, and to load, unload, stage, park and maneuver such vehicles at the docks and yards allocated to it, and to store trailers in operable condition in its Exclusive Areas. In exercising such rights, Tenant shall (i) comply, and cause its employees, carriers, contractors and visitors to comply, with the traffic, access, safety and logistics rules applicable at the Site from time to time and notified to Tenant, which shall apply equally to all users of the Site; (ii) not obstruct the Shared Areas or the access routes used by Landlord or other occupants of the Site; (iii) keep its Exclusive Areas, docks and yards clean and orderly, and clean and clear the pavements and access ways adjoining the Premises; and (iv) be liable for any damage to the Site, the Shared Areas or the access routes caused by the Tenant Parties or their carriers, and indemnify Landlord against any third-party claim arising out of the duty to maintain safe access in the areas for which Tenant is responsible.

Landlord shall not, without Tenant’s prior written consent, (i) modify, relocate, reduce, close or obstruct, or permit the modification, relocation, reduction, closure or obstruction of, any dock, maneuvering yard, trailer position or parking area forming part of the Exclusive Areas or allocated to Tenant under Section 13(e), or change the dimensions, load-bearing capacity or operating hours applicable to them; or (ii) modify, relocate, reduce, close or obstruct, or permit the modification, relocation, reduction, closure or obstruction of, any access route, internal circulation route, gate or guardhouse identified on Exhibit C, or change the traffic direction, access controls, dimensions, turning radii, load-bearing capacity or operating hours applicable to them, where such action would materially and adversely affect Tenant’s access, circulation or logistics operations, in which case Tenant’s consent shall not be unreasonably withheld, conditioned or delayed. If any such modification is required by Legal Requirements or by a Governmental Authority, Landlord shall consult with Tenant in advance, shall implement the least disruptive alternative available, and shall provide, at its cost, an alternative route or facility of at least equivalent capacity and functionality.

Landlord shall not allocate to any third party, and shall not permit any other occupant of the Site to use, the docks, yards or parking positions allocated to Tenant, and shall enforce, at its cost, the traffic, access and logistics rules applicable at the Site so as to preserve Tenant’s circulation and loading operations. Landlord shall be liable for any damage to the Exclusive Areas, or to the property of the Tenant Parties, caused by the Landlord Parties, by any occupant of the Site (other than Tenant, the other Tenant Parties and any subtenant, assignee or other person occupying or using any portion of the Premises under Section 20), or by their respective carriers. Tenant shall be liable for any damage to the Site, or to the property of the Landlord Parties, caused by the Tenant Parties, by any subtenant, assignee or other person occupying or using any portion of the Premises under Section 20, or by their respective carriers.

Minimum Parking. Landlord shall make available to Tenant, throughout the Lease Term, no fewer than seven hundred (700) parking spaces within the Site, for the exclusive use of Tenant’s employees, contractors and visitors, as identified on Exhibit C. If Tenant requires additional parking spaces at any time, Landlord shall use commercially reasonable efforts to make them available to Tenant within [•] days following Tenant’s written request, within the Site, to the extent available and not committed to Landlord’s own operations or to other occupants of the Site, on terms to be agreed between the Parties. Tenant shall use the parking spaces allocated to it solely for the parking of operable vehicles of the Tenant Parties and shall not use them for storage.

Delimitation. The Parties acknowledge that portions of the Premises, in particular the thirty percent (30%) of Building 24 leased hereunder, are located within Buildings or areas also occupied by Landlord or by other occupants of the Site. The Parties undertake, at Landlord’s cost and no later than [•] days following the Commencement Date, to (i) carry out the physical delimitation of the Exclusive Areas by means of permanent partitions, markings, fencing or other appropriate physical separation, including separate access controls and, where applicable, separate metering, (ii) cause a licensed surveyor or engineer, mutually acceptable to the Parties, to prepare a measurement certificate and the corresponding plans identifying, building by building, the Exclusive Areas and the Shared Areas, and (iii) execute an amendment to this Lease substituting Exhibits A and B with such plans and certificate. Pending such substitution, Exhibits A and B shall govern. Tenant shall cooperate with, and provide reasonable access for, the delimitation works and the measurement, shall coordinate the scheduling of such works with Landlord, and shall not remove, alter or bypass any partition, fencing, access control or meter installed under this Section 14(a) without Landlord’s prior written consent. Where any delimitation, separation or metering is required as a result of a request of Tenant, its cost shall be borne by the Parties in equal shares, except where required as a result of a partial termination by Tenant under Section 24(a), in which case its cost shall be borne solely by Tenant.

Exclusive and Shared Areas. The Premises comprise (i) areas of exclusive use by Tenant (the “Exclusive Areas”), being the Buildings and portions of Buildings, docks, yards and parking positions identified as such on Exhibit A, which Tenant shall occupy and control on an exclusive basis, and (ii) areas of shared use (the “Shared Areas”), being those access routes, corridors, restrooms, service rooms, guardhouses, utility rooms and other facilities identified as such on Exhibit A, which Tenant shall use in common with Landlord and the other occupants of the Site in accordance with the rules set forth on Exhibit C. Tenant shall use the Shared Areas with care and on a non-exclusive basis, during the operating hours and in accordance with the site rules applicable to all users as notified by Landlord from time to time, shall not store any property or obstruct any Shared Area, and shall be liable for any damage to the Shared Areas caused by the Tenant Parties. A temporary restriction or unavailability of any Shared Area that does not materially impair Tenant’s operations shall not entitle Tenant to any reduction of Rent.

No Relocation. Neither Party shall relocate, and Landlord shall not require Tenant to relocate, any operation, Building, portion of a Building, Exclusive Area, dock, yard, parking position or access route, in whole or in part, without the prior written agreement of both Parties. Any such relocation shall be documented in an amendment to this Lease specifying the replacement space, the allocation of all costs of the relocation, the schedule and the measures required to avoid any interruption of Tenant’s operations. Landlord shall have no unilateral right of relocation, and no provision of this Lease or of the SSA shall be construed as granting such a right.

If at any time during the Lease Term any space at the Site becomes available for lease to third parties, whether because Landlord ceases to occupy it, because it is vacated by another occupant, because it is newly constructed or for any other reason, Landlord shall promptly notify Tenant in writing, specifying the space, its area, its condition and the terms on which Landlord would lease it. Tenant shall have [•] Business Days following receipt of such notice to elect to lease all or part of such space, in which case

If Tenant does not exercise its right under Section 15(a), Landlord may lease the space to a third party on terms no more favorable than those offered to Tenant, provided that Tenant’s rights under Sections 3(c), 8(d) and 13 are preserved and that the new occupancy does not reduce the capacity committed to Tenant under any Service Level Agreement.

Occupancy Density. The Parties acknowledge the current level of occupancy of the Site and Tenant’s operating requirements. Landlord shall not increase the aggregate occupancy, employee headcount, vehicle traffic or service demand at the Site attributable to Landlord’s own operations or to third parties beyond the levels existing at the Commencement Date, as recorded on Exhibit C, to the extent that such increase would (i) reduce the capacity available to Tenant under any Service Level Agreement, (ii) materially congest or impair the access routes, gates, internal circulation routes, docks, maneuvering yards or parking areas used by Tenant, or (iii) materially and adversely affect Tenant’s operations at the Premises, in each case without Tenant’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Tenant shall likewise not increase its own occupancy, employee headcount, vehicle traffic or service demand at the Site beyond the levels existing at the Commencement Date, as recorded on Exhibit C, to the extent that such increase would exceed the capacity committed to Tenant under the SSA, materially congest the Shared Areas or access routes used by Landlord or other occupants, or require any change in land use or in any Permit held by Landlord, in each case without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

The Parties acknowledge that, as of the Effective Date, three of the four Parcels have outstanding obligations before the Municipality of Zapopan and other Governmental Authorities, including the cession of land (cesión de áreas de cesión para destinos), the corresponding land exchange (permuta) procedures, the execution and approval of an integrated urbanization project (Proyecto Integral de Urbanización), the delivery and acceptance of urbanization works (entrega-recepción de obras de urbanización) and the related approvals of the water and sewer authority and of the municipal ecology department, all as described on Exhibit G (collectively, the “Pending Urbanization Obligations”).

Allocation. The Pending Urbanization Obligations are, and from and after the Commencement Date shall be, the sole responsibility of Landlord, which shall, at its sole cost and expense: (i) perform, prosecute and complete each of them diligently, and in any event by the deadlines set forth on Exhibit G and no later than twenty-four (24) months following the date of execution of this Lease, subject only to the single extension contemplated in Section 16(f); (ii) acquire any property required for the land exchange and execute the cession in favor of the Municipality of Zapopan; (iii) obtain, maintain and renew all Permits required in connection therewith; (iv) pay all fees, duties, taxes, valuations, contributions and costs associated therewith, including the cost of the land to be ceded; and (v) keep Tenant informed of the status thereof on at least a quarterly basis, and promptly deliver to Tenant copies of all filings, resolutions, notices and instruments. Any allocation of these matters, or of the associated capital expenditure, made in any internal document of Tenant or of any of its Affiliates prepared prior to the Effective Date shall be of no effect as between the Parties.

Landlord shall not, in the performance of the Pending Urbanization Obligations, (i) cede, transfer, encumber or affect any portion of the Premises, the Shared Areas or the access routes identified on Exhibit C, (ii) interrupt, restrict or condition Tenant’s operations or access, or (iii) submit any application, project or land use definition affecting the Premises without Tenant’s prior written consent as to the portions affecting the Premises. Tenant shall not take any action, nor submit any application, project or filing before any Governmental Authority in respect of the Site, that impedes, delays or conditions the performance of the Pending Urbanization Obligations, without Landlord’s prior written consent.

Tenant shall, at no cost to Tenant, provide such cooperation as Landlord reasonably requests in connection with the Pending Urbanization Obligations, including executing applications in respect of the Premises where required in its capacity as occupant, provided that no such cooperation shall require Tenant to assume any cost, liability or obligation. Tenant shall provide Landlord, its contractors and any Governmental Authority with reasonable access to the Premises for that purpose, in accordance with Section 27(b).

Indemnity and Remedies. Landlord shall indemnify, defend and hold harmless Tenant from and against any Losses arising out of the Pending Urbanization Obligations or of any non-compliance of any Parcel with any Legal Requirement relating to land use, urbanization, subdivision, cession, construction or occupancy, including any fine, penalty, surcharge, closure order (clausura), suspension, revocation or conditioning of any Permit, and any cost of relocating, adapting or interrupting Tenant’s operations. If any Governmental Authority orders the total or partial closure or suspension of the Premises, or revokes, suspends or conditions any Permit necessary for Tenant’s operations, in each case as a result of any Pending Urbanization Obligation or of any such non-compliance, then (i) Base Rent shall abate in proportion to the portion of the Premises affected from the date of the order until the condition is remedied, (ii) Landlord shall reimburse Tenant all costs incurred as a result, including the cost of alternative facilities, and (iii) if the condition continues for more than [•] consecutive days, Tenant may terminate this Lease upon written notice, without liability.

Landlord shall not be excused from its obligations under this Section 16 by reason of any delay attributable to a Governmental Authority, including any delay arising out of the change of municipal administration, except that the deadlines set forth on Exhibit G shall be extended by the period of any such delay, provided that Landlord has diligently prosecuted the relevant procedure and continues to do so, and provided further that no such extension shall affect Tenant’s rights under Section 16(e). The twenty-four (24) month deadline set forth in Section 16(b)(i) shall not be extended by reason of any such delay, except that, if the completion of the Pending Urbanization Obligations within that deadline is prevented by a delay attributable to a Governmental Authority or by Force Majeure, and Landlord has diligently prosecuted and continues to prosecute the relevant procedures, Landlord may, by written notice to Tenant delivered prior to the expiration of that deadline describing the cause of the delay and the status of each pending procedure, extend that deadline once, for a period of up to twelve (12) months. Any such extension shall not affect Tenant’s rights under Section 16(e). Any failure by Landlord to complete the Pending Urbanization Obligations by the deadline set forth in Section 16(b)(i), as extended in accordance with this Section 16(f), shall constitute a Landlord Default under Section 25(a)(vi), without prejudice to Section 16(e).

If the Premises or any portion thereof, or any Shared Area or infrastructure necessary for the use of the Premises, is damaged or destroyed by fire or other casualty, the Party first becoming aware of it shall promptly notify the other, and Landlord shall, at its cost, repair and restore the same to the condition existing immediately prior to the casualty, diligently and in any event within [•] days following the casualty, using the proceeds of the insurance required under Section 18 and its own funds to the extent of any shortfall or deductible; provided that Tenant shall bear the cost of restoration to the extent the casualty was caused by the Tenant Parties and is not covered by Landlord’s insurance or the waiver in Section 18(c), and shall restore its own property, alterations and improvements.

Base Rent shall abate in proportion to the portion of the Premises rendered unusable or inaccessible, from the date of the casualty until the restoration is complete and the affected portion is delivered to Tenant in the condition required by Section 17(a), except to the extent the casualty was caused by the Tenant Parties.

If the restoration is not, or Landlord reasonably determines it cannot be, completed within the period set forth in Section 17(a), or if the casualty occurs during the last [•] months of the Lease Term and affects more than [•] percent ([•]%) of the Premises, Tenant may terminate this Lease, in whole or with respect to the affected portion, upon written notice to Landlord, without liability. Landlord shall have no right to terminate this Lease by reason of a casualty.

All insurance proceeds in respect of Tenant’s own property, alterations, improvements, equipment and business interruption shall belong to Tenant. All insurance proceeds in respect of the Buildings, the Shared Areas and the Site infrastructure under the insurance maintained by Landlord shall belong to Landlord, and shall be applied to the repair and restoration required under Section 17(a), except to the extent this Lease is terminated under Section 17(c) in respect of the affected portion.

Landlord shall maintain, at its cost and throughout the Lease Term, (i) all-risk property insurance covering the Buildings, the Shared Areas and the Site infrastructure, for their full replacement value, (ii) commercial general liability insurance with limits of not less than U.S.$[•] per occurrence, and (iii) the statutory coverages required under applicable law, in each case with insurers of recognized standing authorized to operate in Mexico with the exception of commercial general liability insurance where Landlord may meet the limit and endorsement requirements through a foreign controlled master insurance program provided a primary commercial general liability policy or its local equivalent is maintained on an admitted basis with limits of at least U.S.$[•] per occurrence. Up to the extent of liabilities assumed by Landlord under this lease, Tenant shall be named/included as an additional insured under the Landlord’s commercial general liability policy (blanket endorsement or otherwise) on a primary and non-contributory basis. Landlord shall extend all reasonable commercial efforts to provide Tenant with thirty (30) days’ notice of cancellation or material change of insurance policies should such cancellation or material change negatively impact Tenant.

Tenant shall maintain, at its cost, (i) all-risk property insurance covering its own personal property, alterations and improvements at the Premises, (ii) commercial general liability insurance with limits of not less than U.S.$[•] per occurrence, and (iii) the statutory coverages required under applicable law in each case with insurers of recognized standing authorized to operate in Mexico with the exception of commercial general liability insurance where Tenant may meet the limit and endorsement requirements through a foreign controlled master insurance program provided a primary commercial general liability policy or its local equivalent is maintained on an admitted basis with limits of at least U.S.$[•] per occurrence. Up to the extent of liabilities assumed by Tenant under this lease, Landlord shall be named/included as an additional insured under Tenant’s commercial general liability (blanket endorsement or otherwise) on a primary and non-contributory basis. Tenant shall extend all reasonable commercial efforts to provide Landlord with thirty (30) days’ notice of cancellation or material change of insurance policies should such cancellation or material change negatively impact Landlord

Landlord and Tenant hereby waives on behalf of itself and its property and/or stock throughput insurers (none of which shall ever be assigned any such claim or be entitled thereto due to subrogation or otherwise) any and all rights of recovery, claim, action, or cause of action, against the other, its agents, officers, servants, partners, shareholders or employees for any loss or damage that may occur to the Premises, or any improvements thereto, or the Buildings or any improvements thereto, or any personal property of such party therein, by reason of fire, the elements, or any other cause of origin, which is insured against under any property insurance policy actually being maintained from time to time, even if not required hereunder, or which would be insured against under the terms of any insurance policy required to be carried or maintained hereunder, whether or not such insurance coverage is actually being maintained by Tenant or Landlord and regardless of the cause or origin, including in every instance negligence by the other party hereto, its agents, officers, or employees. Landlord and Tenant each agree to cause appropriate clauses to be included in their property and/or stock throughput insurance policies necessary to implement the foregoing provisions.

Each Party shall deliver to the other, upon request and at least annually, certificates evidencing the required coverage. The cost of Landlord’s insurance shall not be passed through to Tenant, as provided in Section 7. The cost of Tenant’s insurance shall be borne by Tenant and shall not be passed through to Landlord.

Landlord shall indemnify, defend and hold harmless Tenant and its Affiliates, and their respective directors, officers, employees, agents and contractors (collectively, the “Tenant Parties”), from and against any and all Losses arising out of or in connection with (i) any breach by Landlord of this Lease, subject to Section 25(g), (ii) any breach of a representation or warranty of Landlord, subject to Section 2, (iii) the Pending Urbanization Obligations and any non-compliance of any Parcel with Legal Requirements, (iv) any defect in title to any Parcel or any claim of a third party to the Premises, (v) any act or omission of the Landlord Parties or of any other occupant of the Site, (vi) any Contamination for which Landlord is responsible, as provided in Section 28(b), and (vii) the Site Equipment and any noise, atmospheric emission, vibration or odor not generated by Tenant’s own equipment, as provided in Section 3(f).

Tenant shall indemnify, defend and hold harmless Landlord and its Affiliates, and their respective directors, officers, employees, agents and contractors (collectively, the “Landlord Parties”), from and against any and all Losses arising out of or in connection with (i) any breach by Tenant of this Lease, subject to Section 26(f), (ii) any act or omission of the Tenant Parties or of any subtenant, assignee or other person occupying or using any portion of the Premises under Section 20 at the Premises or the Site, (iii) any Contamination caused by the Tenant Parties from and after the Commencement Date, (iv) any breach of a representation or warranty of Tenant, subject to Section 2, (v) any non-compliance or damage caused by the Tenant Parties for which Tenant is responsible under Sections 1(d) and 3(f), and (vi) the machinery, equipment, production lines and other installations owned or installed by Tenant, its Affiliates or its customers at the Premises, and any noise, atmospheric emission, vibration, or odor generated by Tenant’s own equipment or operations, as provided in Section 3(f). For purposes of this Lease, “Losses” means any and all actual and documented losses, damages, liabilities, fines, penalties, surcharges, costs and expenses (including reasonable attorneys’ fees) arising out of a claim of a third party or of a Governmental Authority, subject to Section 19(d).

No limitation of liability, cap, exclusion of consequential damages or other limitation set forth in the SSA or in any Service Level Agreement shall apply to, or limit in any manner, Landlord’s and Tenant’s obligations arising independently under this Lease, including their indemnity obligations under this Section 19.

Neither Party shall be liable to the other for any indirect, consequential, special or punitive damages, loss of profit, or internal administrative, personnel or overhead costs, except (i) in case of willful misconduct or gross negligence, (ii) in respect of death or personal injury, and (iii) in respect of the indemnity obligations of either Party for third-party claims, claims of Governmental Authorities, fines and penalties under Sections 1(d), 2, 3(f), 16(e), 19 and 28.

Limitation of Landlord’s Liability. Tenant agrees that the liability of Landlord under this Lease and all matters pertaining to or arising out of the tenancy and the use and occupancy of the Premises, or any portion thereof, shall be limited to Landlord’s interest in the Premises and the Site and the Rents therefrom; provided that the foregoing limitation shall not apply to any liability arising from Landlord’s willful misconduct (dolo), and in no event shall Tenant make any claim against or seek to impose any personal liability upon any shareholder, partner, member, manager, director, officer, employee or other individual or principal of Landlord or of any person that may now or hereafter become the Landlord.

Either Party may, without the consent of the other Party and without any change in the terms of this Lease, assign this Lease, in whole or in part, to any of its Affiliates, provided that the assignee assumes in writing all of the obligations of the assignor hereunder and, in the case of Landlord, that the assignment is made together with the transfer of the Premises in accordance with Section 21, and, in the case of Tenant, that the continued operation of Tenant’s business at the Premises is ensured. Tenant may also, without Landlord’s consent, (i) sublease all or any portion of the Premises to any of its Affiliates, and (ii) grant occupancy, access and use rights over any portion of the Premises to its contract manufacturers, suppliers, logistics providers, contractors, subcontractors and service providers in connection with Tenant’s operations at the Premises, provided that Tenant shall remain fully liable for, and shall cause such persons to comply with, Tenant’s obligations under this Lease. The assigning or subleasing Party shall notify the other Party of any such assignment or sublease within [•] days thereafter.

Any other assignment of this Lease by either Party, and any other sublease by Tenant, shall require the prior express written consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed, and which may not be conditioned upon any amendment to the terms and conditions of this Lease, all of which shall remain unchanged. Section 36(j) shall not apply to such consent. Landlord expressly waives any right to terminate this Lease by reason of a request to sublease or assign, or by reason of any sublease or assignment made in accordance with this Section 20, and acknowledges that no provision of the Civil Code of the State of Jalisco shall be construed to grant it such a right.

No assignment or sublease shall release the assigning Party from its obligations hereunder unless the other Party expressly agrees in writing.

A change of control of either Party, or any internal reorganization of either Party or of its Affiliates, shall not constitute an assignment for purposes of this Section 20 and shall not require the other Party’s consent, but the relevant Party shall notify the other Party thereof within [•] days thereafter, without prejudice to Sections 21(a) and 23.

Landlord shall not sell, transfer, assign, contribute, convey or otherwise dispose of, in whole or in part, the Premises, any Parcel or the Site, nor any interest therein, nor the shares or equity interests of Landlord where the effect is a transfer of control over the Premises, without first complying with Tenant’s rights under Section 23 and this Section 21.

If Tenant does not exercise its rights under Section 23 with respect to a proposed transfer, or such rights do not apply to it under Section 23(g), Landlord may complete the transfer, provided that, as a condition to its effectiveness, the transferee (i) assumes in writing, in an instrument delivered to Tenant prior to closing, all of Landlord’s obligations under this Lease, the SSA and each Service Level Agreement, (ii) acknowledges this Lease and its registration, (iii) has the legal capacity and the financial and technical capability to perform such obligations, including the capacity to provide the services under the SSA and to hold the Permits required for that purpose, (iv) ratifies Tenant’s rights under Sections 4, 15 and 23, and (v) where the transferee is not an Affiliate of Landlord, Tenant has given its consent in accordance with Section 20(b).

Landlord shall remain jointly and severally liable with the transferee for all obligations under this Lease, the SSA and each Service Level Agreement accrued prior to the transfer, and for the obligations under Sections 16 and 19, which shall not be released by the transfer.

This Lease shall subsist in accordance with its terms notwithstanding any transfer of the Premises, and Landlord shall cause any acquirer to recognize it, including by requiring the acquirer’s acknowledgment in the corresponding public deed.

The Parties acknowledge that, as of the Effective Date, no Parcel is subject to any mortgage, trust or other security interest. Landlord may mortgage, pledge, contribute to a trust or otherwise encumber any Parcel, the Site or the Premises, or any rent payable hereunder, in connection with any financing, without Tenant’s consent, provided that, as a condition to the effectiveness of the encumbrance as against Tenant, the creditor or trustee executes and delivers to Tenant a subordination, non-disturbance and attornment agreement, in the creditor’s customary form with such reasonable changes as Tenant may request (an “SNDA”), recognizing this Lease and Tenant’s rights under Sections 4, 15 and 23, and undertaking not to disturb Tenant’s possession upon any foreclosure or enforcement so long as no Event of Default has occurred and is continuing.

Tenant shall subordinate this Lease to any encumbrance granted in accordance with Section 22(a) only upon, and subject to, the delivery of the corresponding SNDA, and shall have no obligation to subordinate this Lease or any of its rights hereunder otherwise. Tenant shall execute and return any SNDA complying with Section 22(a) within [•] Business Days following its receipt.

Scope. Tenant’s rights under this Section 23 apply to any sale, transfer or other disposition by Landlord of the Premises, or of any Parcel, portion of the Site or the Site as a whole that includes all or any portion of the Premises (each, an “Offered Property”). Tenant’s rights shall be exercisable only in respect of the Offered Property as a whole, on the terms offered by Landlord, and Landlord shall have no obligation to subdivide, individualize or otherwise separate the Premises or any portion thereof for that purpose.

Right of First Offer. If Landlord intends to sell, transfer or otherwise dispose of any Offered Property, Landlord shall first deliver written notice to Tenant specifying the Offered Property and only the price, the form of payment and the proposed closing date on which Landlord is willing to sell (the “ROFO Notice”), the remaining terms of the acquisition being those set forth in Exhibit E. Tenant shall have [•] days following receipt of the ROFO Notice to elect to purchase the Offered Property on the terms set forth therein, in which case the Parties shall execute a purchase agreement substantially in the form attached as Exhibit E and shall close on the closing date set forth in the ROFO Notice or the ROFR Notice, as applicable, or, if later, within [•] days thereafter. Tenant’s election, once given, shall be irrevocable. Landlord’s offer contained in the ROFO Notice or the ROFR Notice shall likewise be irrevocable during the applicable exercise period. Tenant shall bear any transfer tax, registration fees, notarial costs and other costs of the acquisition, and shall obtain at its own risk and cost any approval required for the acquisition. Landlord shall bear any income tax payable on the disposition, the costs of cancelling any lien or encumbrance and of delivering title to the Offered Property in accordance with Exhibit E, and the fees of its own advisors. Tenant’s rights under this Section 23 shall not be exercisable while an Event of Default by Tenant is continuing, and shall lapse if Tenant fails to close in accordance with this Section 23(b) for reasons not attributable to Landlord.

Right of First Refusal. If Tenant does not exercise its right of first offer, and Landlord thereafter receives an offer from a third party, or proposes to sell the Offered Property, on a price, form of payment or closing date more favorable to the purchaser than those set forth in the ROFO Notice, including any reduction in price of more than [•] percent ([•]%), Landlord shall deliver written notice to Tenant specifying only such price, form of payment and closing date (the “ROFR Notice”), without any obligation to disclose the identity of the third party or any other term of its offer, and Tenant shall have [•] days following receipt to elect to purchase the Offered Property on such price, form of payment and closing date, in which case the Parties shall proceed as set forth in Section 23(b).

Continuing Rights. Tenant’s rights under this Section 23 are continuing rights, exercisable on each and every occasion on which Landlord proposes a disposition during the Lease Term and any extension thereof, and shall not be extinguished by any failure to exercise them on a prior occasion. If Tenant does not exercise its rights in respect of a proposed disposition, Landlord may complete it with a third party, on a price, form of payment and closing date no more favorable to the purchaser than those last offered to Tenant, within [•] months following the expiration of Tenant’s last exercise period; if the disposition is not completed within that period, Tenant’s rights shall apply again to any subsequent proposed disposition. Any disposition made in violation of this Section 23 shall be null and void and shall not be enforceable against Tenant, which nullity shall be Tenant’s sole remedy in respect of such violation.

Nothing in this Lease shall be construed as a waiver by Tenant of any preemptive right, right of first refusal or right of first offer (derecho del tanto or derecho de preferencia) to which it may be entitled under the Civil Code of the State of Jalisco or any other applicable law, all of which the Parties expressly acknowledge and preserve, and which shall be in addition to the rights granted in this Section 23.

Landlord shall cause Tenant’s rights under this Section 23 to be recorded in the public deed contemplated in Section 27(c) and registered with the Public Registry of Property, so as to be effective against third parties.

Excluded Transfers. Tenant’s rights under this Section 23 shall not apply to (i) any transfer to an Affiliate of Landlord, (ii) any mortgage, trust or other encumbrance granted in accordance with Section 22, or (iii) any foreclosure, enforcement or transfer in lieu thereof under any such encumbrance, provided that, in each case, the transferee or acquirer assumes this Lease in accordance with Section 21(b), and Tenant’s rights under this Section 23 shall continue to apply to any subsequent disposition by such transferee or acquirer.

Tenant may terminate this Lease, in whole or in part, at any time during the Lease Term, for any reason and without liability, by delivering written notice to Landlord at least [•] months prior to the effective date of termination specified in such notice. In the case of a partial termination: (i) the notice shall identify the portion of the Premises to be released, which shall consist of one or more entire Buildings or such other self-contained portion of the Premises as Landlord may approve, such approval not to be unreasonably withheld, conditioned or delayed, and Landlord shall carry out, at Tenant’s sole cost and expense, any physical delimitation, separation of access or metering required as a result, as provided in Section 14(a); (ii) Base Rent and every other amount payable by Tenant hereunder shall be reduced in the proportion that the area released bears to the total area of the Premises immediately prior to the release; (iii) Exhibits A, B and C shall be adjusted accordingly by amendment to this Lease, and Tenant may elect to reduce the service levels committed to it under the SSA and each Service Level Agreement in the same proportion; and (iv) this Lease shall continue in full force and effect with respect to the remainder of the Premises, without any change to the Lease Term or to Tenant’s rights under Sections 4, 15 and 23.

Upon the effective date of a termination of this Lease in whole under Section 24(a), (i) Tenant shall surrender the Premises in accordance with Section 26(e), (ii) each Party shall pay any amount accrued and unpaid as of that date, and (iii) neither Party shall have any further obligation to the other under this Lease, except for those provisions that expressly survive. Tenant’s right under Section 24(a) shall not be exercisable while an Event of Default by Tenant is continuing, and Tenant shall remain liable for all Rent and other obligations hereunder until the effective date of termination and the surrender of the Premises in accordance with Section 26(e).

Tenant may also terminate this Lease as provided in Sections 8(d), 16(e), 17(c) and 25(c), in which case no notice period shall be required other than as set forth in the applicable Section.

Landlord shall have no corresponding right of early termination, and may terminate this Lease only following an Event of Default by Tenant that remains uncured after the expiration of the applicable cure period, as provided in Sections 4(b) and 26(c), or for serious cause where such right cannot be waived under applicable law.

Landlord Default. Each of the following shall constitute a “Landlord Default”: (i) Landlord fails to pay any amount due to Tenant hereunder and such failure continues for [•] Business Days following written notice from Tenant; (ii) Landlord fails to perform any other material obligation under this Lease and such failure continues for [•] days following written notice from Tenant, or, if the failure cannot reasonably be cured within that period, for such longer period as is reasonably necessary provided Landlord commences the cure within that period and diligently pursues it, without prejudice to Tenant’s right of self-help under Section 9(d), which shall be available within the periods set forth therein; (iii) any breach or default by Landlord under the SSA or any Service Level Agreement that constitutes a Landlord Default as provided in Section 8(c); (iv) any material breach by Landlord of a representation or warranty under Section 2, subject to the applicable survival period set forth therein, which, if capable of being cured, remains uncured for [•] days following written notice from Tenant; (v) Landlord disposes of or encumbers the Premises in violation of Sections 21 or 22; (vi) Landlord fails to perform the Pending Urbanization Obligations as required by Section 16; (vii) Landlord’s insolvency, concurso mercantil, dissolution or liquidation; or (viii) Landlord seriously neglects the Buildings comprising the Premises, the Shared Areas or the Site infrastructure, or fails to comply with material conditions imposed by a Governmental Authority or with material Legal Requirements in respect of the Site, in each case in a manner that materially and adversely affects Tenant’s use of or operations at the Premises, and such failure continues for [•] days following written notice from Tenant.

[Intentionally Omitted.]

Termination for Landlord Default. If a Landlord Default that materially and adversely affects Tenant’s use of or access to all or a material portion of the Premises, or Tenant’s operations thereat, remains uncured following written notice from Tenant and the expiration of the applicable cure period set forth in Section 25(a), Tenant may, at its option and, subject to Section 25(g), without prejudice to any other remedy, terminate this Lease, in whole or with respect to the affected portion, upon written notice to Landlord, effective on the date specified therein, without the notice period set forth in Section 24(a) and without liability. Upon any uncured Landlord Default, Tenant may also demand payment of the amounts due, with interest at the Default Rate, or seek specific performance in accordance with Section 25(g).

[Intentionally Omitted.]

[Intentionally Omitted.]

[Intentionally Omitted.]

Specific Performance. Tenant shall be entitled to specific performance of Landlord’s obligations under Sections 8, 9, 13, 14, 16 and 21, other than obligations to pay money, the Parties acknowledging that damages would not be an adequate remedy for a breach thereof. In each case in which Tenant is entitled to specific performance under this Section 25(g), specific performance shall be Tenant’s sole and exclusive remedy in respect of the corresponding breach, and Tenant shall not be entitled to claim damages, indemnification under Section 19(a)(i) or the termination of this Lease under Section 25(c) in respect thereof, without prejudice to the rights expressly set forth in Sections 8(d), 9(d) and 16(e).

Each of the following shall constitute an “Event of Default” by Tenant: (i) Tenant fails to pay Base Rent or any other amount due to Landlord hereunder when due and such failure continues for [•] Business Days following written notice from Landlord; (ii) Tenant fails to perform any other material obligation under this Lease and such failure continues for [•] days following written notice, or, if the failure cannot reasonably be cured within that period, for such longer period as is reasonably necessary provided Tenant commences the cure within that period and diligently pursues it; (iii) Tenant’s insolvency, concurso mercantil, dissolution or liquidation; (iv) any breach or default by Tenant under the SSA or any Service Level Agreement that constitutes an Event of Default as provided in Section 8(c); (v) Tenant makes materially detrimental use of the Premises, seriously neglects them, or fails to comply with material conditions imposed by a Governmental Authority or with material Legal Requirements, and such failure continues for [•] days following written notice from Landlord; (vi) Tenant carries out alterations affecting the structure or substance of the Premises without the required Permit or without Landlord’s consent where required under Section 11(a), and fails to reverse them within [•] days following written notice from Landlord; (vii) any material breach by Tenant of a representation or warranty under Section 2, subject to the applicable survival period set forth therein, which, if capable of being cured, remains uncured for [•] days following written notice from Landlord; or (viii) Tenant assigns this Lease or subleases the Premises in violation of Section 20.

[Intentionally Omitted.]

Upon an uncured Event of Default, and subject to Section 26(f), Landlord may (i) demand payment of the amounts due, with interest at the Default Rate, (ii) seek specific performance in accordance with Section 26(f), or (iii) terminate this Lease upon written notice and recover possession of the Premises in accordance with applicable law, in which case Tenant shall vacate and surrender the Premises in accordance with Section 26(e) within ninety (90) days following the effective date of termination, during which period Tenant shall pay, as compensation for its use of the Premises, an amount equal to the Base Rent then in effect. Landlord shall not be entitled to accelerate Rent.

“Default Rate” means [•] percent ([•]%) per annum or, if lower, the maximum rate permitted by applicable law. In case of late payment by either Party, the defaulting Party shall in addition bear all costs resulting from the late payment, including the reasonable costs of legal proceedings and representation.

Surrender. Upon expiration or termination of this Lease, Tenant shall surrender the Premises in the condition recorded in the Baseline Condition Report, cleared of all movable property, ordinary wear and tear, casualty, condemnation, alterations Landlord has elected to take over under Section 11(b), and any condition Landlord was obligated to remedy, excepted. Tenant shall remove, at or prior to the expiration or termination of this Lease, all of its machinery, equipment, racking, production lines, tooling, furniture, trade fixtures, inventory and other property, and its alterations, additions and improvements, as provided in Section 11(b), and shall repair any damage caused by such removal. Tenant shall hand back the Dedicated Site Equipment and the other items listed in Exhibit K in the condition recorded therein, ordinary wear and tear excepted, together with the associated test certificates and maintenance records, which shall not be older than six (6) months. The Parties expressly acknowledge that no tacit renewal (tácita reconducción) shall be deemed to occur. If Tenant remains in possession of all or any portion of the Premises following the expiration or termination of this Lease, other than in the exercise of its rights under Section 4 or during the period set forth in Section 26(c), Tenant shall pay, for each month or fraction thereof during which it so remains, an amount equal to [•] percent ([•]%) of the monthly Base Rent in effect immediately prior to such expiration or termination, calculated on the area so retained, which shall be Landlord’s sole compensation for such holdover.

Specific Performance. Landlord shall be entitled to specific performance of Tenant’s obligations under Sections 8, 10, 13, 14, 16 and 20, other than obligations to pay money, the Parties acknowledging that damages would not be an adequate remedy for a breach thereof. In each case in which Landlord is entitled to specific performance under this Section 26(f), specific performance shall be Landlord’s sole and exclusive remedy in respect of the corresponding breach, and Landlord shall not be entitled to claim damages, indemnification under Section 19(b)(i) or the termination of this Lease under Section 26(c) in respect thereof, without prejudice to the rights expressly set forth in Section 10.

Landlord covenants that Tenant shall have quiet and peaceful possession and enjoyment of the Premises throughout the Lease Term and any extension thereof, free of any disturbance by Landlord or by any person claiming through Landlord, and Landlord shall defend Tenant’s possession at its cost against any third-party claim. Tenant shall, in turn, use the Premises and the Shared Areas without disturbing the possession and enjoyment by Landlord and by the other occupants of the Site of the remainder of the Site, and shall promptly notify Landlord of any third-party claim, disturbance or act of dispossession affecting the Premises of which it becomes aware, so that Landlord may defend Tenant’s possession as provided herein.

Landlord and persons instructed by it may enter the Premises (i) during ordinary business hours, upon at least [•] hours’ prior notice, for the purpose of inspection, maintenance, repair and improvement works, accompanied by a representative of Tenant if Tenant so requests, and subject to Tenant’s security, safety, confidentiality and quality protocols, or (ii) in an emergency or case of imminent danger, without notice, in which case Landlord shall notify Tenant as promptly as practicable. All such

Public Deed and Registration. The Parties shall cause this Lease, together with the rights of first offer and first refusal granted in Section 23 and the rights granted in Section 4, to be formalized in a public deed before a notary public mutually agreed by the Parties, and registered with the Public Registry of Property of the State of Jalisco, in accordance with Article 2045 of the Civil Code of the State of Jalisco, within [•] days following the Commencement Date. The cost of the notarial instrument and of the registration, and any duties or taxes payable thereon, shall be borne by the Parties in equal shares. Landlord shall appear and execute all instruments required, and shall deliver to Tenant the registered first counterpart. Tenant shall likewise appear and execute all instruments required, and shall deliver to the notary public the documentation reasonably required from it for that purpose. The Parties shall cause any amendment hereto, and any instrument evidencing an election under Section 4(d), to be formalized and registered in the same manner.

Landlord represents and warrants that, except as disclosed in the Baseline Condition Report, to its knowledge there is no Contamination at, on or under the Site or the Premises, and no pending or threatened claim, order or proceeding relating to Hazardous Materials affecting the Site or the Premises.

Landlord shall be solely responsible for, and shall indemnify the Tenant Parties against, all Losses arising out of (i) any Contamination caused by Landlord or by any other occupant of the Site from and after the Commencement Date, and (ii) any Remediation required by any Governmental Authority in respect thereof, including any cost of interrupting, relocating or adapting Tenant’s operations. No such cost shall be passed through to Tenant in any form. Any Contamination existing at the Site or the Premises prior to the Commencement Date shall not be the responsibility of either Party, shall be recorded in the Baseline Condition Report and, where its Remediation is necessary under Environmental Laws or is required by any Governmental Authority, shall be corrected as provided in Section 1(d).

Tenant may use, store, handle and dispose of Hazardous Materials at the Premises in the ordinary course of its operations, in compliance with applicable Environmental Laws and the Permits held by it, and shall be solely responsible for, and shall remediate at its own cost and indemnify Landlord against, Contamination caused by the Tenant Parties from and after the Commencement Date. Tenant shall have no obligation to investigate, monitor or remediate any condition it did not cause. Landlord shall likewise have no obligation to investigate, monitor or remediate any Contamination caused by the Tenant Parties, nor shall any cost thereof be passed through to Landlord in any form.

Each Party shall promptly notify the other of any Release, order, inspection or claim relating to Hazardous Materials affecting the Premises, and shall provide reasonable cooperation in responding thereto.

Neither Party shall be liable for any delay or failure in the performance of its obligations hereunder (other than the payment of money) to the extent caused by an event beyond its reasonable control, including acts of God, natural disaster, epidemic, pandemic, fire, flood, earthquake, war, civil disorder, act of a Governmental Authority not attributable to the affected Party, strike or labor disturbance not involving such Party’s own workforce, and failure of a supplier of electricity or water not within such Party’s reasonable control (each, a “Force Majeure” event), provided that the affected Party notifies the other promptly and uses commercially reasonable efforts to mitigate and to resume performance.

Base Rent shall abate during any Force Majeure event that prevents Tenant from using or accessing all or a material portion of the Premises for more than thirty (30) consecutive days, from the commencement of such event until use or access is restored, in proportion to the portion affected, and if such event continues for more than [•] consecutive days, either Party may terminate this Lease upon written notice.

Force Majeure shall not excuse Landlord from its obligations under Section 16, except as provided in Section 16(f), nor from any payment or indemnity obligation unless such indemnity obligation is impacted by a Force Majeure event. Force Majeure shall likewise not excuse Tenant from any payment or indemnity obligation unless such indemnity obligation is impacted by a Force Majeure event, without prejudice to the abatement of Base Rent provided in Section 29(b).

The Parties acknowledge that the Civil Code of the State of Jalisco and other applicable laws grant certain rights and benefits to the parties to a lease of real property. Neither Party waives, and nothing in this Lease shall be construed as a waiver by either Party of, any right, benefit or remedy to which it is or may be entitled under applicable law, including, in the case of Tenant, any right in respect of the extension of the lease term, tacit renewal, preemptive rights or rights of first refusal, abatement or reduction of rent, repairs, maintenance and replacements, improvements made by the tenant and reimbursement thereof, defects of the leased property, disturbance of possession, subleasing and assignment, and the effect of a transfer of the leased property, and, in the case of Landlord, any right in respect of the collection of rent, the preservation of the leased property and the remedies available to a landlord, in each case to the extent not modified by this Lease. All such rights are expressly acknowledged and preserved, and are cumulative with, and additional to, the rights granted to each Party under this Lease.

Where any provision of this Lease grants a Party a right that is also granted by applicable law, such Party may elect to exercise either or both, and the exercise of one shall not constitute a waiver of the other.

No waiver by either Party of any breach of this Lease shall be effective unless in writing, and no waiver shall constitute a waiver of any other or subsequent breach.

This Lease shall be governed by, and construed in accordance with, the laws of the State of Jalisco, United Mexican States.

Any dispute, controversy or claim arising out of or relating to this Lease, including its existence, validity, interpretation, performance, breach or termination, shall be finally settled by arbitration administered by the Arbitration Center of Mexico (CAM) in accordance with its rules then in effect. The arbitral tribunal shall consist of [•] arbitrators. The seat of the arbitration shall be Guadalajara, Jalisco, and the language of the arbitration shall be Spanish, provided that documents and evidence in English may be submitted without translation. The award shall be final and binding, and judgment thereon may be entered in any court of competent jurisdiction.

Notwithstanding Section 34(b), either Party may, pending the constitution of the arbitral tribunal, seek interim, provisional or injunctive relief before any competent court, including any measure required to preserve Tenant’s possession of the Premises, the continuity of the services under the SSA, Landlord’s rights in respect of the Premises and the Site, or the status quo, without such application constituting a waiver of the agreement to arbitrate, and without prejudice to any right to seek interim relief under the SSA or any Service Level Agreement.

The Parties shall attempt in good faith to resolve any dispute through their designated representatives for a period of [•] days prior to commencing arbitration, provided that this requirement shall not apply where a Party seeks relief under Section 34(c) or where the dispute concerns the impairment of Tenant’s access to the Premises, or the withholding of Rent under Section 8(d).

This Lease, together with its Addenda and Exhibits, constitutes the entire agreement between the Parties with respect to the Premises and supersedes all prior agreements, understandings and representations with respect thereto, except for the SSA and the Service Level Agreements, which remain in full force and effect in accordance with their terms and this Lease.

This Lease may be amended only by a written instrument executed by both Parties and, where required, formalized and registered in accordance with Section 27(c).

In the event of any conflict between this Lease and the SSA or any Service Level Agreement, this Lease shall prevail with respect to the lease of the Premises, Tenant’s possession and use, the allocation of maintenance, taxes and operating expenses, and the SSA or the applicable Service Level Agreement shall prevail with respect to the technical specifications, allocations, pricing, performance, suspension, termination, remedies and limitations of liability of the services provided thereunder, subject to Section 8(d).

If any provision of this Lease is held invalid or unenforceable, the remainder shall continue in full force and effect, and the Parties shall negotiate in good faith a substitute provision achieving, to the extent legally possible, the same economic and legal effect.

The Addenda and Exhibits attached hereto form an integral part of this Lease. The captions are for convenience only and shall not affect its interpretation.

This Lease shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

Each Party shall bear its own costs and expenses in connection with the negotiation and execution of this Lease, except as otherwise expressly provided herein. There is no broker involved in this transaction and each Party shall indemnify the other against any brokerage claim asserted through it.

This Lease may be executed in counterparts, each of which shall be deemed an original.

Related Lease; Flex Occupants. For purposes of Sections 3(c), 13(d), 13(e), 15(c) and 19(a)(v), neither FPL, as tenant under the FPL Lease, nor any other Flex Affiliate occupying any portion of the Site (each, a “Flex Occupant”) shall be deemed an occupant of the Site other than Tenant or a third party, and the occupancy, operations and use of the Site by any Flex Occupant shall not constitute a breach by Landlord of any of those Sections. The rights granted to Tenant under Sections 15(a) and 23 are also granted, in identical terms, to FPL under the FPL Lease. Landlord shall deliver each notice required under those Sections simultaneously to Tenant and to FPL, and such rights may be exercised by either of them or by both of them, in the case of Section 15(a), in respect of different portions of the relevant space, and in the case of Section 23, jointly in respect of the Offered Property, as Tenant and FPL may jointly designate in writing to Landlord. Landlord may lease any space to a third party under Section 15(b), or sell, transfer or otherwise dispose of any Offered Property to a third party under Section 23, only if neither Tenant nor FPL has exercised the corresponding right within the applicable period.

Consents. Wherever this Lease provides that the consent of a Party shall not be unreasonably withheld, conditioned or delayed, the requesting Party shall deliver a written request together with information reasonably sufficient to evaluate it, and the other Party shall respond within [•] Business Days following its receipt of such request and information; provided that the responding Party may, within [•] Business Days following such receipt, request in writing such additional information as it reasonably requires, in which case such [•] Business Day period shall run from its receipt of such additional information. Any refusal shall state the reasons therefor in reasonable detail. If the responding Party fails to respond within the applicable period, the requesting Party may deliver a second written notice expressly referring to this Section 36(j) and stating in bold capital letters: “FAILURE TO RESPOND WITHIN [•] BUSINESS DAYS SHALL RESULT IN THE REQUESTED CONSENT BEING DEEMED GRANTED,” and if no response is received within [•] Business Days following receipt of that second notice, the consent shall be deemed granted. This Section 36(j) shall not apply to any consent required under Sections 1(b), 3(g), 11(a), 15(c) or 20, or to any matter affecting the structure of the Buildings, title to any Parcel, or any Permit held by the other Party, each of which must be express.

Definitions. For purposes of this Lease, the following terms shall have the meanings set forth below, and the other capitalized terms used herein shall have the meanings given to them elsewhere in this Lease:

Definitions

Scope of Service; Standard of Care

Term

Change in Operations and Facility Expansions

Maintenance Expenditures

Provider Personnel; Access

Operations and Laws

Risk of Loss

Insurance

Migration From Services

Consideration; Taxes

Invoices; Mexican Tax Compliance

Payments; Audit

Intellectual Property

Records

Annual Service Forecast

Voluntary Termination of a Service

Early Termination

Effect of Termination

Survival of Payment Obligations

Settlement of Accounts

Conformance with Specifications

Disclaimer of Warranties

Liability

Limitation of Losses

Exceptions to Limitation of Liability; Enhanced Cap

SLA-Specific Liability Provisions

Mitigation

Indemnification

Environmental Indemnification

Indemnification Procedures

Contract Managers

Service Coordinators

Dispute Resolution

Environmental, Health and Safety

Occurrence of Force Majeure

Planned Temporary Shutdowns

Confidentiality

Successors and Assignment

Entire Agreement

Amendments and Waivers

Notices

Expenses

Governing Law

Reserved

Severability

Counterparts

Parties in Interest

Relationship of the Parties

Conflict

Survival of Certain Provisions

Supply of Services

No Third Party Beneficiaries

Further Action

Compliance with Laws

Interpretation

any intentional full or partial shutdown or full or partial slowdown of a Facility by a Party, in each case, in breach of this Agreement and undertaken with such specific intent; and

fraud.

BACKGROUND

ELECTRIC SERVICES DESCRIPTION

ELECTRIC SERVICES

Provider shall provide, and Recipient shall use and pay for, electric service for Recipient’s Facility, as agreed under this Service Level Agreement (the “Electric Services”). Subject to Section 2.B and Section 2.D, Provider shall supply the electricity requirements of Recipient’s Facility during the term of this Service Level Agreement up to the Guaranteed Power Capacity; in the understanding that Provider shall make commercially reasonable efforts to provide any capacity required by Recipient in excess of the Guaranteed Power Capacity as Additional Electric Services in accordance with Section 2.E. The Electric Services

All capacity amounts stated in this Section 2 (including Section 2.E) and Schedule 1 (including the baseline of 19.5 MW, each increment under Scenario 1 or Scenario 2, and the resulting total of 29.5 MW) are aggregate amounts available jointly to Recipient under this Service Level Agreement and to Flextronics TM under the FTM Agreement, and are not cumulative. Schedule 1 shall set out the allocation of such aggregate amounts between this Service Level Agreement and the FTM Agreement, which allocation Recipient and Flextronics TM may reallocate between themselves by joint written notice to Provider, provided that the aggregate amount is not exceeded.

POWER RIGHTS

Provider shall reserve and make available to Recipient, from the Service Level Agreement Effective Date and throughout the term of this Service Level Agreement, a guaranteed minimum of 19.5 MW of electric capacity for Recipient’s operations, as may be increased from time to time in accordance with Section 2.B(ii) (the “Guaranteed Power Capacity”). The Guaranteed Power Capacity is a capacity amount (MW) available at any time, and not a measure of electricity consumed (kWh/MWh).

Provider shall reserve and make available to Recipient electric capacity as set forth below, subject to the required governmental approvals and CFE delivery (any delay or failure of which shall constitute a Force Majeure Event). Each increment made available under paragraph (2) or (3) below, and any further increment agreed in writing under paragraph (4) below, shall form part of the Guaranteed Power Capacity from the date it is made available, with Schedule 1 to be updated accordingly.

19.5 MW from the Service Level Agreement Effective Date, constituting the baseline Guaranteed Power Capacity under Section 2.B(i);

if the approximately 40 MW capacity expansion at the Site is delivered as contemplated by the Parties (“Scenario 1”): (A) an additional 5 MW, to be made available to Recipient no later than January 31, 2027; (B) an additional 5 MW, to be made available to Recipient no later than October 31, 2027, resulting in a total Guaranteed Power Capacity of 29.5 MW; and (C) at Recipient’s option, an additional 10 MW, solely following delivery by CFE to Provider of an additional 150 MW; provided that if CFE is delayed in delivering such 150 MW but is able to deliver a portion of such amount, a proportional amount will be allocated to Recipient as it is made available;

if Scenario 1 cannot be executed (“Scenario 2”): (A) an additional 3 MW, to be made available to Recipient no later than December 31, 2027, subject to CFE’s plan of record; and (B) an additional 7 MW, to be made available to Recipient no later than December 31, 2028, subject to CFE’s delivery of additional capacity to the Site; provided that, if CFE’s delivery is delayed, Recipient shall receive a proportional share of such additional capacity as it becomes available; and

Recipient and Provider shall continue to negotiate in good faith Recipient’s incremental power capacity needs beyond the capacity set forth in this Section 2.B(ii).

COST

EXCLUSIONS AND LIMITATIONS

The Guaranteed Power Capacity in effect from time to time, including any increment under Section 2.B(ii), shall be reflected in Schedule 1 for planning and operational purposes. Except for increments made in accordance with Section 2.B(ii), changes to the Guaranteed Power Capacity shall require the mutual written agreement of the Parties.

The Parties agree that the existing installed dedicated meters at the buildings leased by Recipient (“Dedicated Meters”) shall be utilized for measurement purposes. Provider shall be responsible for the maintenance, calibration, and replacement of the Dedicated Meters throughout the term of this Service Level Agreement. Recipient shall have the right to inspect the Dedicated Meters and request independent verification of their accuracy in accordance with Section 7.A.

Provider does not guarantee uninterrupted or continuous Electric Services or redundancy of supply to the extent that any interruption results from a Force Majeure Event (including any failure of supply by CFE or equipment failure) or a Permitted Maintenance Outage. In such case, Provider’s obligation to make available the Guaranteed Power Capacity shall be excused for the duration of the applicable event; provided that Provider shall use commercially reasonable efforts to minimize the duration and impact of any such interruption and shall promptly notify Recipient of any emergency interruption. If commercially reasonable and subject to the Parties’ prior agreement on the applicable costs, the Parties shall cooperate in good faith to identify and, if agreed, obtain temporary alternative sources of power.

The Parties acknowledge that the provision of Electric Services depends on Provider maintaining its continued status as an end-user under its supply agreement with CFE, the continued validity and effectiveness of Provider’s supply and connection agreements with CFE, and the continued existence, availability and operation of Provider’s private network within the Site. Provider shall be responsible for taking all reasonable actions within its control to maintain such status, agreements, permits, authorizations, capacity and private network, and any loss or impairment of the foregoing resulting from a Force Majeure Event shall be governed by Section 2.D(iii). Provider shall promptly notify Recipient of any communication, proceeding or action by CFE, or any other Governmental Entity that could reasonably be expected to affect the Electric Services.

Provider shall not enter into any agreement, commitment, or arrangement with any third party that would reduce the amount of electricity available to Recipient below the Guaranteed Power Capacity, without Recipient’s prior written consent; provided that Provider may enter into arrangements with third parties for surplus electric capacity above the Guaranteed Power Capacity, so long as such arrangements do not reduce availability to Recipient below the Guaranteed Power Capacity. For purposes of this Section 2.D(v), Flextronics TM shall not be considered a third party with respect to the aggregate capacity allocated under Section 2.B.

If the source of electricity used to provide the Electric Services changes in the future, the Parties shall cooperate in good faith to negotiate and agree upon any amendments to this Service Level Agreement that may be necessary to reflect such change, provided that all applicable legal and technical requirements under Mexican Law for the supply of electricity from such alternative source have been satisfied and that any such requirements, to the extent applicable to the implementation of such change, shall be expressly incorporated into the relevant amendment to this Service Level Agreement.

ADDITIONAL ELECTRIC SERVICES AND FORECASTING

Availability; Provider Priority. Any provision of Additional Electric Services depends on Provider determining, in its sole discretion, that it has power capacity, capital expenditure budget and supporting infrastructure available after meeting Provider’s own current and projected requirements (“Excess Power Capacity”).

Methods of Provision. If Excess Power Capacity is available and the Parties sign a written agreement on the amount of Additional Electric Services and its terms, Provider will make it available to Recipient by one of the following methods:

WATER DISTRIBUTION SERVICES DESCRIPTION

SERVICES

COST

EXCLUSIONS AND LIMITATIONS

Provider shall reserve and make available to Recipient the volume of water set forth in Schedule 3 (the “Baseline Water Allocation”). The Baseline Water Allocation shall constitute the maximum volume that Provider is obligated to distribute to Recipient’s facilities; provided that Provider shall also distribute any Additional Water Distribution Services agreed under Section 3.D. Changes to the Baseline Water Allocation shall require the mutual written agreement of the Parties; provided, however, that Provider shall not reduce the Baseline Water Allocation without Recipient’s prior written consent.

The Water Distribution Services are subject to the terms, conditions, and volume limitations of Provider’s water concession(s) granted by CONAGUA. Provider shall use commercially reasonable efforts to maintain its water concession(s) in good standing and to pursue renewal and, where commercially reasonable, expansion of the volumetric allocation thereunder. Provider shall promptly notify Recipient of any communication, proceeding, or action by CONAGUA or any other Governmental Entity that could reasonably be expected to affect the Water Distribution Services, including any reduction, modification, suspension, or revocation of Provider’s water concession(s). Provider shall not be liable for any delay, reduction or inability to obtain or maintain concession volume caused by CONAGUA, another Governmental Entity, or a third party beyond Provider’s reasonable control.

The Parties acknowledge that the water infrastructure within the Site consists of two (2) categories: (a) the infrastructure that, as holder of the water concession title(s), Provider is required to install under applicable Mexican Law to extract water through wells when the source is groundwater, including a meter installed at the point of extraction to measure the volumes consumed, which meter is connected to CONAGUA and transmits daily consumption measurements (the

In the event that CONAGUA reduces, modifies, suspends, or revokes Provider’s water concession(s), or if the available volume under such concession(s) is or may become insufficient to fully satisfy the Baseline Water Allocation, Provider shall: (a) notify Recipient in writing within five (5) Business Days of becoming aware of such event; (b) prioritize the allocation of available water volume to Recipient’s facilities before allocating water to third parties; (c) use commercially reasonable efforts to cooperate with Recipient in good faith to identify and implement commercially reasonable alternatives, including seeking additional concession volume from CONAGUA or securing alternative water supply sources; and (d) the Parties shall equitably share the reasonable, documented incremental costs associated with securing such alternative supply, taking into account the relative benefits, control and responsibility of the Parties; provided that, to the extent such event results from Provider’s breach of this Service Level Agreement or failure to maintain its water concession(s) in good standing, such costs shall be borne by Provider. Provider shall not be required to incur material capital expenditures for alternative supply unless Recipient has approved such expenditures in writing and agreed to bear its agreed share of the costs.

Provider’s obligation to provide the Water Distribution Services shall be limited to the distribution of the water volumes required under this Service Level Agreement to Recipient through Provider’s private infrastructure within the Site and all actions reasonably necessary to maintain such private infrastructure in proper operating condition and with sufficient capacity to enable Provider to perform its obligations under this Service Level Agreement.

Provider shall not enter into any agreement, commitment, or arrangement with any third party that would reduce the volume of water available for distribution to Recipient below the Baseline Water Allocation, without Recipient’s prior written consent; provided that Provider may enter into arrangements with third parties for surplus water capacity above the Baseline Water Allocation, so long as such arrangements do not reduce availability to Recipient below the Baseline Water Allocation.

A portion of the Baseline Water Allocation will be distributed by Provider to Recipient for use in Recipient’s chilled water system (the “Chilled Water Supply”); provided that in addition to being supplied from the Water Source, it may also be supplied from other sources to be agreed between the Parties.

Any future investments, capital expenditures, expansions, or improvements made by or on behalf of Provider in the Concession Infrastructure or the Additional Infrastructure for purposes of Provider’s own growth or the growth of its other operations within the Site shall be borne solely by Provider and shall not be charged to Recipient, whether as part of the Water Distribution Fee or otherwise.

Each Party shall have the right, at any time and independently, to contract for the supply of water directly with the Governmental Entity having jurisdiction over the Site or with any third party duly authorized by such Governmental Entity for such purpose, in accordance with applicable Mexican Law. Any such contracting shall be at the sole cost, expense, and responsibility of the contracting Party, and shall not modify, reduce, or otherwise affect the other Party’s rights and obligations under this Service Level Agreement, including Provider’s obligation to make available the Baseline Water Allocation.

ADDITIONAL WATER DISTRIBUTION SERVICES AND FORECASTING

Availability; Provider Priority. Any provision of Additional Water Distribution Service depends on Provider determining, in its sole discretion, that it has available volume from the Water Source or other applicable source and supporting infrastructure available after meeting Provider’s own current and projected requirements (“Excess Water Capacity”).

Methods of Provision. If Excess Water Capacity is available and the Parties sign a written agreement on the amount of Additional Water Distribution Service and its terms, Provider will make it available to Recipient by one of the following methods:

ADDITIONAL CONSIDERATION

GENERAL PRINCIPLES

INCREMENTAL SUPPORT COSTS

TERM AND TERMINATION

TERM

TERMINATION

Except as expressly provided in Section 5.B(iii), Section 5.B(iv) and Section 6, Provider shall have no right to voluntarily terminate this Service Level Agreement or any Service under this Service Level Agreement unless Recipient has expressly consented in writing and materially equivalent substitute services are legally available, physically connected, tested and fully operational for Recipient.

Recipient may terminate any Service by giving Provider written notice that satisfies the Required Notice Period applicable to Recipient for such Service.

Provider may terminate a Service if Recipient has permanently ceased using that Service or fails to pay undisputed amounts due for that Service for a period of six (6) months and does not cure such failure within thirty (30) days after written notice, in each case subject to the Essential Site Services protections of this Service Level Agreement and the Agreement.

Notwithstanding anything to the contrary in the Agreement, if at any time, any Governmental Entity threatens to initiate or initiates any action claiming or asserting jurisdiction over Provider as a public utility or electric utility due to Provider’s provision of the Services, the Parties shall cooperate in good faith to identify and implement a commercially reasonable solution that permits the Services to continue in compliance with applicable Mexican Law before either Party may seek termination on that basis. Provider shall not terminate this Service Level Agreement solely because of any such threat or action unless the Parties have exhausted such good-faith cooperation and no legally permissible solution is available.

CHANGE IN LAW

OTHER TERMS

EQUIPMENT

GENERAL LIMITATIONS

DISRUPTIONS AND MAINTENANCE

REGULATORY CONSIDERATIONS

CONTRACT ADMINISTRATOR

INFRASTRUCTURE OWNERSHIP

MISCELLANEOUS

Section 1.01

Section 2.01

Section 2.02

Section 2.03

Section 2.04

Section 2.05

Section 2.06

Section 2.07

Section 2.08

Section 2.09

Section 3.01

Section 3.02

Section 3.03

Section 4.01

Section 5.01

Section 5.02

Section 6.01

Section 6.02