10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended	Commission File No. 0-23866
March 31, 2003

VL DISSOLUTION CORPORATION

(Exact name of Registrant as specified in its charter.)

Colorado	06-0679347
(State of Incorporation)	(I.R.S. Employer identification No.)

4895 Peoria Street
Denver, Colorado 80239

(Address of principal executive offices)

(303) 371-1560

(Registrant’s telephone number, including area code)

     Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes     X  No

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes No     X

     The number of shares outstanding of the issuer’s class of common stock, as of May 2, 2003:

Class of Securities	Outstanding Securities
$0.01 par value Common Stock	7,347,672 shares

VL DISSOLUTION CORPORATION

March 31, 2003

Index

TABLE OF CONTENTS

		Balance Sheets
		Statements of Operations
		Statements of Operations
		Statement of Stockholders’ Equity
		Statements of Cash Flows
		Notes to Financial Statements (Unaudited)
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Qualitative and Quantitative Disclosures about Market Risk
	Item 4. Controls and Procedures
PART II OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 2. Changes in Securities and Use of Proceeds
	Item 3. Defaults Upon Senior Securities
	Item 6. Exhibits and Reports on Form 8-K
EX-2.1 Amended Plan of Dissolution
EX-10.1 Amended and Restated Indemnity Agreement
EX-10.2 Sublease Agreement dated March 31, 2003
EX-10.3 Sublease Agreement dated March 31, 2003
EX-10.4 Sublease Agreement dated March 31, 2003
EX-10.5 Sublease Agreement dated March 31, 2003
EX-99.1 Certificate of Chief Executive Officer
EX-99.2 Certificate of Chief Financial Officer

Part I.       Financial Information
	Item 1. Financial Statements:
		Balance Sheets, March 31, 2003 (unaudited) and June 30, 2002	2
		Statements of Operations, three months ended March 31, 2003 and 2002 (unaudited)	3
		Statements of Operations, nine months ended March 31, 2003 and 2002 (unaudited)	4
		Statement of Stockholders’ Equity, nine months ended March 31, 2003 (unaudited)	5
		Statements of Cash Flows, nine months ended March 31, 2003 and 2002 (unaudited)	6
		Notes to Financial Statements (unaudited)	7
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
	Item 3. Quantitative and Qualitative Disclosures about Market Risk		29
	Item 4. Controls and Procedures		29
Part II.     Other Information
	Item 1. Legal Proceedings		30
	Item 2. Changes in Securities and Use of Proceeds		33
	Item 3. Defaults Upon Senior Securities		33
	Item 6. Exhibits and Reports on Form 8-K		33

1

VL DISSOLUTION CORPORATION

Balance Sheets

(in thousands of dollars, except share and per share data)

					March 31,			June 30,
					2003			2002
					(unaudited)
				Assets
Current assets:
	Cash and cash equivalents				$	222			553
	Trade accounts receivable, less allowance for doubtful accounts of $50 and $132, respectively					2,466			2,589
	Inventories					2,326			2,491
	Prepaid expenses and other current assets					225			617
		Total current assets				5,239			6,250
Property and equipment:
	Machinery and equipment					12,145			12,263
	Furniture and fixtures					833			839
	Leasehold improvements					1,504			1,509
						14,482			14,611
	Less accumulated depreciation and amortization					9,422			8,211
		Net property and equipment				5,060			6,400
Intangible and other assets, net of accumulated amortization						397			744
		Total assets			$	10,696			13,394
			Liabilities and Stockholders’ Equity
Current liabilities:
	Trade accounts payable				$	2,116			1,392
	Accrued compensation					631			756
	Other accrued expenses					1,090			492
	Notes payable and current installments of long-term obligations					4,709			1,611
		Total current liabilities				8,546			4,251
Long-term obligations						—			55
Other liabilities						26			149
		Total liabilities				8,572			4,455
Settlement obligation to issue 2,000,000 shares of common stock						1,200			1,200
Stockholders’ equity (deficit):
	Common stock, $.01 par value, 50,000,000 shares authorized; 7,274,593 and 7,179,832 shares issued and outstanding, respectively					73			72
	Additional paid-in capital					36,991			36,945
	Unamortized stock compensation cost					(5	)		(31	)
	Accumulated deficit					(36,135	)		(29,247	)
		Total stockholders’ equity				924			7,739
Commitments and contingencies
		Total liabilities and stockholders’ equity			$	10,696			13,394

See accompanying notes to financial statements.

2

VL DISSOLUTION CORPORATION

Statements of Operations

(in thousands of dollars, except share and per share data)

			Three Months			Three Months
			Ended			Ended
			March 31,			March 31,
			2003			2002
			(unaudited)			(unaudited)
Net sales			$	4,024			5,163
Cost of goods sold				2,709			3,235
		Gross profit		1,315			1,928
Operating expenses:
	Selling			588			691
	General and administrative			1,236			1,551
	Research and development			615			624
	Expenses related to workforce reductions and the proposed transaction with Sirenza			322			—
	Expenses relating to accounting restatements and related legal matters, net of recoveries			43			222
		Total operating expenses		2,804			3,088
		Operating loss		(1,489	)		(1,160	)
Other income (expense):
	Interest income			6			11
	Interest expense			(334	)		(47	)
	Other, net			1			(15	)
		Total other income (expense)		(327	)		(51	)
		Net loss	$	(1,816	)		(1,211	)
Loss per share, basic and diluted			$	(0.25	)		(0.17	)
Weighted average shares outstanding, basic and diluted				7,253,693			7,178,451

See accompanying notes to financial statements.

3

VL DISSOLUTION CORPORATION

Statements of Operations

(in thousands of dollars, except share and per share data)

			Nine Months			Nine Months
			Ended			Ended
			March 31,			March 31,
			2003			2002
			(unaudited)			(unaudited)
Net sales			$	12,315			16,446
Cost of goods sold				8,837			9,985
		Gross profit		3,478			6,461
Operating expenses:
	Selling			1,949			1,973
	General and administrative			4,209			4,931
	Research and development			2,182			1,932
	Expenses related to workforce reductions and the proposed transaction with Sirenza			1,198			101
	Expenses relating to accounting restatements and related legal matters, net of recoveries			73			256
		Total operating expenses		9,611			9,193
		Operating loss		(6,133	)		(2,732	)
Other income (expense):
	Interest income			13			40
	Interest expense			(716	)		(145	)
	Other, net			(52	)		(22	)
		Total other income (expense)		(755	)		(127	)
		Net loss	$	(6,888	)		(2,859	)
Loss per share, basic and diluted			$	(0.95	)		(0.40	)
Weighted average shares outstanding, basic and diluted				7,252,561			7,143,215

See accompanying notes to financial statements.

4

VL DISSOLUTION CORPORATION

Statement of Stockholders’ Equity

Nine Months Ended March 31, 2003 (unaudited)

(in thousands of dollars, except share data)

										Unamortized
	Common stock						Additional			stock						Total
							paid-in			compensation			Accumulated			stockholders'
	Shares			Amount			capital			cost			deficit			equity
Balance June 30, 2002		7,179,832		$	72			36,945			(31	)		(29,247	)		7,739
Common stock issued under employee stock purchase plan		169,874			2			115			—			—			117
Common stock issued under stock award plan		2,700			*			1			—			—			1
Common stock surrendered and retired		(100,813	)		(1	)		(75	)		—			—			(76	)
Common stock exercised under stock option plan		23,000			*			5			—			—			5
Amortization of stock compensation cost		—			—			—			26			—			26
Net loss		—			—			—			—			(6,888	)		(6,888	)
Balance March 31, 2003		7,274,593		$	73			36,991			(5	)		(36,135	)		924
* amount is less than $1000.00

See accompanying notes to financial statements.

5

VL DISSOLUTION CORPORATION

Statements of Cash Flows

(in thousands of dollars)

				Nine Months			Nine Months
				Ended			Ended
				March 31,			March 31,
				2003			2002
				(unaudited)			(unaudited)
Net loss				$	(6,888	)		(2,859	)
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
	Depreciation and amortization				1,502			1,556
	Loss on disposal of assets				53			30
	Common stock issued under stock award plans				1			2
	Common stock surrendered and retired				(76	)		—
	Amortization of stock compensation				26			36
	Write-off of debt issue costs				59			—
	Changes in operating assets and liabilities:
		Trade accounts receivable, net			123			3,190
		Inventories, net			165			789
		Prepaid expenses and other current assets			392			(8	)
		Trade accounts payable			724			(522	)
		Accrued compensation			(125	)		(337	)
		Other accrued expenses and liabilities			475			(176	)
			Total adjustments		3,319			4,560
			Cash provided by (used in) operating activities		(3,569	)		1,701
Cash flows from investing activities:
	Purchases of property and equipment				(156	)		(845	)
	Proceeds from sale of equipment				23			59
	Net proceeds (investment) from cash surrender value of whole life insurance				252			(23	)
	Increase in other assets				(46	)		(106	)
			Cash provided by (used in) investing activities		73			(915	)
Cash flows from financing activities:
	Proceeds from notes payable				5,119			7,089
	Payments of notes payable				(419	)		(8,570	)
	Proceeds from long-term obligations				—			485
	Payments of long-term obligations				(1,657	)		(257	)
	Payment of debt issue costs				—			(59	)
	Common stock repurchased				—			(7	)
	Proceeds from common stock issued under stock option plan				5			—
	Proceeds from common stock issued under stock purchase plan				117			124
			Cash provided by (used in) financing activities		3,165			(1,195	)
			Decrease in cash and cash equivalents		(331	)		(409	)
Cash and cash equivalents at beginning of period					553			2,013
Cash and cash equivalents at end of period				$	222			1,604
Supplemental disclosure of cash flow information:
	Cash paid for interest			$	169			120
	Cash paid for income taxes			$	—			—
See accompanying notes to financial statements.

6

VL DISSOLUTION CORPORATION

Notes to Financial Statements (Unaudited)

Three and nine months ended March 31, 2003

(1)	Basis of Presentation and Liquidity
	The accompanying financial statements have been prepared in conformity with generally accepted accounting principles on a going concern basis which assumes the realization of assets and payments of liabilities in the ordinary course of business. The accompanying financial statements do not include adjustments to reflect the effects of the asset sale or subsequent dissolution and liquidation of the Company, except as disclosed.
	The accompanying financial statements of the Company have been prepared without audit (except for the balance sheet information as of June 30, 2002, which is derived from the Company’s audited financial statements). Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2002. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the financial position and results of operations for the periods presented. Interim results of operations for the three and nine months ended March 31, 2003 are not necessarily indicative of operating results that can be expected for the full year.
	Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with accounting principles generally accepted in the United States of America. Significant assumptions inherent in the preparation of the accompanying financial statements include, but are not limited to, revenue recognition and allowances for doubtful accounts, the provision for excess and obsolete inventories, and commitments and contingencies. Actual results could differ from those estimates.
	Certain reclassifications have been made to prior period amounts to conform to the current period’s presentation.
	On December 2, 2002, the Company entered into a definitive asset purchase agreement (the “Asset Purchase Agreement”) to sell substantially all of the operating assets to a wholly owned subsidiary of Sirenza Microdevices, Inc. (“Sirenza”). On May 5, 2003, the asset sale contemplated by the Asset Purchase Agreement was consummated. The Company received $3.972 million in cash, 3.371 million shares of Sirenza’s common stock with a market value of $5.158 million as of May 2, 2003, forgiveness of $1.354 million and assumption of $4.594 million in secured loans and accrued interest payable to Sirenza. The final consideration to be received is subject to adjustments based upon finalization of the closing balance sheet. Under the terms of the Asset Purchase Agreement, the Company is required to set aside $1.510 million in cash and 1.281 million shares of Sirenza’s common stock to satisfy any indemnification claims from Sirenza that may arise prior to March 31, 2004. See Notes 11 and 12 for additional information regarding the closing of the asset sale.

7

VL DISSOLUTION CORPORATION

Notes to Financial Statements (Unaudited)

Three and nine months ended March 31, 2003

(2)	Inventories
	Inventories consist of the following (in thousands of dollars):

	March 31,			June 30,
	2003			2002
Finished goods	$	997			1,083
Work-in-process		470			394
Raw materials		2,413			3,536
		3880			5,013
Less allowances for excess and obsolete inventories		(1,554	)		(2,522	)
Net inventories	$	2,326			2,491

(3)	Notes Payable and Long-term Obligations
	Notes payable and long-term obligations consist of the following (in thousands of dollars):

			March 31,		June 30,
			2003		2002
Notes payable under Wells Fargo Credit Facility
	Term Loan		$	—		1,498
Notes payable under Sirenza Loan Facility:
	Tranche A			1,354		—
	Tranche B			3,314		—
Promissory notes				32		139
Capital lease obligations				9		29
				4,709		1,666
Less current installments				4,709		1,611
		Long-term obligations	$	—		55

On October 7, 2002, the Company entered into a loan agreement with Sirenza which provides for a $5.3 million senior secured loan facility (the “Loan Facility”). As a condition to the Loan Facility, the Company entered into an Exclusivity and Right of First Refusal Agreement (the “Exclusivity Agreement”) with Sirenza to evaluate a potential acquisition of all or substantially all of the Company’s assets.

The Loan Facility matures on September 25, 2003, is secured by substantially all of the Company’s assets and has an annual interest rate of 25% on outstanding amounts. Additionally, the Loan Facility is subject to covenants that among other things, impose limitations on capital expenditures and investments, restrict certain payments and

8

VL DISSOLUTION CORPORATION

Notes to Financial Statements (Unaudited)

Three and nine months ended March 31, 2003

	distributions and require the Company to maintain certain financial ratios based on a rolling three-month calculation.
	Under the terms of the Loan Facility, Sirenza has provided for funding in two tranches. The first tranche (“Tranche A”) consists of an initial term loan of approximately $1.4 million and was used to repay amounts then outstanding under the credit facility at Wells Fargo. The second tranche (“Tranche B”) consists of additional term loans which were drawn down in accordance with an agreed upon schedule. The Company used advances under Tranche B to fund its working capital requirements.
	The Company’s ability to draw down amounts under Tranche B was conditioned upon, among other things, the absence of an event of default and its representations and warranties being true and correct at the time of such draw down request. For the three month period ended December 31, 2002, the Company was in default of the Net Operating Loss covenant of the Loan Facility. For the three month period ended February 28, 2003, the Company also was in default of the Cash Used in Operations covenant. For the three month period ended March 31, 2003, the Company met the minimum requirements of the financial covenants, however the Loan Facility does not provide for the cure of an existing breach of its covenants. Under the terms of the Loan Facility, the default interest rate increased 5 percentage points from 25% to 30% effective January 1, 2003. Furthermore, Sirenza has the right to declare all amounts due on the loan immediately due and payable. At March 31, 2003, Sirenza had not taken any action to accelerate the loan, but reserved the right to do so. Upon closing of the asset sale, Sirenza’s subsidiary assumed all outstanding indebtedness under the Loan Facility, including accrued interest. See Note 12 for additional information regarding the closing of the asset sale.
(4)	Income Taxes
	A valuation allowance was provided for the income tax benefit of the net operating losses incurred during the three and nine months ended March 31, 2003 and 2002.
(5)	Stockholders’ Equity
	On April 25, 2002, the Company filed a Tender Offer (the “Offer”) with the Securities and Exchange Commission which offered employees the right to exchange all outstanding options to purchase shares of Company common stock with an exercise price equal to $34.50 per share for replacement options to be granted no earlier than six months and one day from the expiration of the Offer at an exercise price equal to no less than the fair market value of the common stock on that date. Under the terms and subject to the conditions set forth in the Offer, options to purchase 180,579 shares were surrendered by eligible employees and cancelled on May 23, 2002. On November 25, 2002, the Company issued replacement options to purchase an aggregate of up to 160,079 shares of common stock at an exercise price of $0.25 per share in exchange for the options surrendered pursuant to the Offer.
	As a result of the signing of the Asset Purchase Agreement with Sirenza as described in Note 11 and in accordance with the Company’s Tandem Stock Option and Stock Appreciation Rights Plan (the “Plan”), all options outstanding under the Plan became immediately exercisable on December 2, 2002.

9

VL DISSOLUTION CORPORATION

Notes to Financial Statements (Unaudited)

Three and nine months ended March 31, 2003

Pursuant to the Company’s Tandem Stock Option and Stock Appreciation Rights Plan, during the nine months ended March 31, 2003, the Company had two employees exercise their right to purchase 23,000 shares of the Company’s common stock at an exercise price of $0.25 per share.

As further discussed in Note 10, the Company signed a mutual general release with David Sherman, which among other things, released the Company from all claims related to his employment and separation agreements and any rights he may have had regarding advancement or indemnification of attorney’s fees and other costs of defense. In consideration of the mutual release, Mr. Sherman agreed to transfer 100,813 shares of the Company’s common stock to the Company and the Company repaid Mr. Sherman’s promissory note to Carolyn Kiser in the principal amount of $55,030. Mr. Sherman and Carolyn Kiser are former officers of the Company. On the date of execution of the mutual general release, the fair market value of the shares was approximately $76,000. On December 31, 2002, the Board of Directors authorized the retirement of the transferred shares.

Pursuant to the Company’s Employee Stock Purchase Plan, during the nine months ended March 31, 2003, the Company sold 169,874 shares of its common stock to its employees at a weighted average exercise price of $0.69 per share.

10

VL DISSOLUTION CORPORATION

Notes to Financial Statements (Unaudited)

Three and nine months ended March 31, 2003

(6)

Expenses Related to Workforce Reductions and the Proposed Transaction with Sirenza

As a result of the continuing weakness in the wireless industry and the impact it has had upon the Company’s revenues, the Company reduced its workforce and incurred severance expenses. Additionally, the Company incurred certain transaction costs in connection with the transaction with Sirenza as further discussed in Notes 11 and 12. Such costs are defined under the Loan Facility with Sirenza and include restructuring, severance benefits, legal and accounting fees and other related costs incurred. Expenses related to workforce reductions and the transaction with Sirenza were as follows:

		Nine Months		Nine Months
		Ended		Ended
		March 31,		March 31,
		2003		2002
Legal fees		$	581,000	$	—
Severance expense			462,000		101,000
Other related costs			155,000		—
	Total	$	1,198,000	$	101,000

	The Company continued to incur costs related to workforce reductions and the transaction with Sirenza until the closing of the asset sale. See Notes 11 and 12 for additional information regarding the closing of the asset sale.
(7)	Expenses of Accounting Restatements, Shareholder Litigation and Related Matters
	In early 2000, management of the Company commenced efforts to restate its previously issued financial statements after being notified by the Securities and Exchange Commission (the Commission) that the Commission was investigating its accounting and reporting practices. Certain costs incurred in conjunction with these efforts have been separately classified in the Company’s Statements of Operations as “Expenses relating to accounting restatements and related legal matters, net of recoveries.” Expenses included in this classification include the cost of external counsel for services provided in connection with shareholder lawsuits, the Commission’s investigation of the Company, legal fees and expenses of the Special Litigation Committee of the Board of Directors (the “SLC”), the costs incurred to settle the private securities action and the Company action against former officers (net of recoveries), the cost of certain consultants and temporary labor hired to assist in the accounting restatements, and reimbursements to current and former employees of the Company for their legal fees and expenses.
	The accounting restatements were completed in February 2001. Additionally, during October 2002 and December 2002, the Company, the individual defendants in the private securities class action, the Agricultural Excess and Surplus Insurance Company, and the individual defendants in the action against former officers attended global settlement conferences. All parties involved reached an agreement in principle for the global settlement of all litigation. On January 22, 2003, the Company, the class action

11

VL DISSOLUTION CORPORATION

Notes to Financial Statements (Unaudited)

Three and nine months ended March 31, 2003

representatives and the individual defendants in the private securities class action executed and filed a Stipulation of Settlement (the “Stipulation”) with the United States District Court for the District of Colorado (the “Court”). On January 29, 2003, the Court issued its order preliminarily approving the settlement of the private securities class action, certification of the class, and the provision of notice to members of the class (the “Preliminary Approval”). On March 28, 2003, the Court held a fairness hearing regarding the settlement of the private securities class action. At the hearing, the Court approved the settlement of the private securities class action as fair and reasonable to the members of the class. Following the hearing, the Court entered its final judgment and order of dismissal of the actions with prejudice. See Note 10 for additional information.

Expenses relating to accounting restatements and related legal matters, net of recoveries, were as follows:

		Nine Months			Nine Months
		Ended			Ended
		March 31,			March 31,
		2003			2002
Legal fees incurred in connection with the shareholder lawsuits, Special Litigation Committee and the global settlement		$	190,000		$	373,000
Adjustment of previously recorded estimates of $286,000 (representing legal fees incurred by former officers, the present value of post-employment health care obligations and a one time separation bonus payable to Mr. Kiser) to $245,000 reflecting the settlement agreements			(41,000	)		—
Adjustment of previously recorded estimates of $117,000 (representing net employment obligations payable to Mr. Sherman) to $0 reflecting termination of an agreement due to misappropriation of funds			—			(117,000	)
Mr. Sherman’s transfer of 100,813 shares of common stock to the Company. The shares were valued at the closing market price on the date in which Mr. Sherman and the Company executed a mutual general release.			(76,000	)		—
	Total	$	73,000		$	256,000

12

VL DISSOLUTION CORPORATION

Notes to Financial Statements (Unaudited)

Three and nine months ended March 31, 2003

(8)	Net Loss Per Share
	The Company computes net loss per share by dividing the net loss for the period by the weighted average number of shares of Common Stock outstanding during the period. Diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of shares of Common Stock and potential Common Stock equivalents outstanding during the period, if dilutive. Potential Common Stock equivalents include incremental shares of Common Stock issuable upon the exercise of stock options. The effects of potential common stock equivalents have not been included in the computation of diluted net loss per share as their effect is anti-dilutive.
	The following table sets forth the computation of basic and diluted net loss per share for the periods indicated (in thousands, except per share data):

	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2003			2002			2003			2002
Net loss	$	(1,816	)	$	(1,211	)	$	(6,888	)	$	(2,859	)
Weighted average common shares outstanding		7,254			7,178			7,253			7,143
Basic and diluted net loss per share	$	(0.25	)	$	(0.17	)	$	(0.95	)	$	(0.40	)

(9)	Principal Executive Office Lease Amendment
	On November 12, 2002, the Company negotiated the right to terminate the lease for its principal executive office located in Denver, Colorado on June 30, 2003 (the “Termination Date”) for a payment of $594,000 and forfeiture of an existing security deposit of $81,000. The original termination date of the lease is August 31, 2013. In consideration of the option to terminate the lease early, the Company paid an additional security deposit of $50,000 to cover any damages associated with vacating the premises. In the event that the Company closed a sale of all or substantially all of its assets to Sirenza prior to the Termination Date, the Company would exercise its right to terminate the lease and pay the early termination fee within two business days of closing. On May 5, 2003 in connection with the closing of the asset sale as described in Notes 11 and 12, the Company exercised its right to terminate the lease and will pay the early termination fee on May 7, 2003. The total costs to terminate the lease including leasehold improvements that will be written off are approximately $905,000.
(10)	Litigation, Commitments and Contingencies
	Securities and Exchange Commission Investigation
	In December 1999, the Company learned that the SEC was conducting an investigation to determine whether there were violations of the federal securities laws by the Company or any of its officers, directors or employees. The SEC’s investigation was focused primarily

13

VL DISSOLUTION CORPORATION

Notes to Financial Statements (Unaudited)

Three and nine months ended March 31, 2003

on the Company’s financial reporting and accounting practices and procedures during the fiscal years 1996 through 1999.

In September 2001, the Company agreed to a settlement with the SEC under which the Company, without admitting or denying that it violated any laws, consented to the entry of an injunction prohibiting future violations by the Company of certain periodic reporting, record keeping, internal controls, proxy solicitation and antifraud provisions of the Exchange Act. On November 9, 2001, the Company’s settlement with the SEC was approved by the United States District Court for the District of Colorado pursuant to its judgment order Final Judgment as to Vari-L, Civil Action No. 01-WM-1903, Securities and Exchange Commission v. Vari-L, David G. Sherman, Jon L. Clark and Sarah E. Hume, United States District Court, District of Colorado.

Private Securities Class Action

A number of private shareholder class actions alleging violations of federal securities laws were filed against the Company and certain of its former officers in the United States District Court for the District of Colorado beginning in June 2000. Those actions have since been consolidated and an amended consolidated complaint has been filed by the class representatives.

On January 22, 2003, the Company, the class action representatives and the individual defendants executed and filed a stipulation of settlement (“the Stipulation”) with the United States District Court for the District of Colorado (the “Court”). The terms under the Stipulation provide that the Company will pay $250,000 in cash and issue 2.0 million shares of its common stock to settle that action. On January 29, 2003, the Court issued its order preliminarily approving the settlement of the private securities class action, certification of the class, and the provision of notice to members of the class (the “Preliminary Approval”). On March 28, 2003, the Court held a fairness hearing regarding the settlement of the private securities class action. At the hearing, the Court approved the settlement of the private securities class action as fair and reasonable to the members of the class. Following the hearing, the Court entered its final judgment and order of dismissal of the actions with prejudice. The Company anticipates that the 2.0 million shares to be issued under the Stipulation will be issued on or around May 30, 2003.

Shareholder Derivative Suit

On August 21, 2002, the District Court, City and County of Denver dismissed the shareholder derivative action filed, purportedly on behalf of the Company against Joseph Kiser, David Sherman, Jon Clark, Derek Bailey, Sarah Booher, David Lisowski, Anthony Petrelli, Jae Shim and the Company. The derivative plaintiff appealed the Court’s ruling to the Colorado Court of Appeals. On November 12, 2002, the parties filed a stipulated voluntary dismissal of the appeal. On November 14, 2002, the Colorado Court of Appeals granted the stipulated dismissal and issued its mandate ordering that the appeal be dismissed.

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VL DISSOLUTION CORPORATION

Notes to Financial Statements (Unaudited)

Three and nine months ended March 31, 2003

Insurance Claims

Reliance Insurance Company is the issuer of the $5 million primary directors and officers’ liability insurance policy in effect for the period of time covered by the securities class action and the derivative action. In January 2002, the Reliance liquidator notified claimants concerning the procedures by which insureds and other claimants may file claims against the Reliance estate. During March 2003, the Company filed its claim against the Reliance estate; however, all rights under the claim have been assigned to the private securities class action plaintiffs pursuant to the Stipulation.

Declaratory Judgment Action by Excess Insurer

On June 5, 2001, Agricultural Excess and Surplus Insurance Company (“AESIC”), which had issued to the Company a $2.5 million excess directors and officers liability insurance policy for the period of time covered by the shareholder and class action litigation referenced above, filed suit in United States District Court for the District of Colorado asking the court to find that it is not obligated to provide coverage, or in the alternative, seeking permission to rescind its policy. In connection with the execution of the Stipulation, the Company executed a settlement agreement with AESIC in which the Company and AESIC executed mutual releases. The parties to this action have executed a stipulation of dismissal, which will dismiss the action with prejudice. The Company anticipates that such stipulation of dismissal will be filed once the Stipulation has become a final order of the court hearing the private securities class action.

Company Action against Former Officers

On March 19, 2002, the Company filed a lawsuit in the District Court, City and County of Denver, against Mr. David Sherman, Mr. Joseph Kiser, individuals, and J.C. Enterprises, a Colorado general partnership. Mr. Sherman is the former President of the Company and Mr. Kiser is the former Chairman of the Company’s Board of Directors and Chief Scientific Officer. Additionally, Mr. Kiser is the General Partner of J.C. Enterprises. The Company subsequently amended the complaint to add Ms. Joan Sherman and the Kaythern Sherman Trust as defendants. In its lawsuit, the Company sought to rescind certain employment and consulting agreements between the Company and Messrs. Kiser and Sherman, and to rescind certain stock and stock option grants made to them, on the basis that such agreements were entered into, and such stock option grants were made, based upon mistaken or misrepresented information regarding the Company’s true financial performance. The Company also sought to recover the compensation and bonuses paid to them as a result of such mistaken or misrepresented information. In addition, the Company sought to recover excessive rent it paid pursuant to a lease agreement between the Company and J.C. Enterprises in reliance on misrepresented information provided by Messrs. Kiser and Sherman. The Company added Ms. Sherman and the Kaythern Sherman Trust to this action because they may have received assets from Mr. Sherman that the Company may have been entitled to recover.

On May 30, 2002, David Sherman filed a counter-claim against the Company alleging that the Company breached its obligation to him by suspending payment of consulting fees under the termination and consulting agreement between him and the Company.

15

VL DISSOLUTION CORPORATION

Notes to Financial Statements (Unaudited)

Three and nine months ended March 31, 2003

On July 8, 2002, Joseph Kiser filed counter-claims against the Company, Charles R. Bland, Richard P. Dutkiewicz, Gil J. Van Lunsen and David M. Risley alleging a variety of claims. Mr. Bland is the Company’s President and Chief Executive Officer. Mr. Dutkiewicz is the Company’s Vice President of Finance and Chief Financial Officer. Messrs. Risley and Van Lunsen are on the Company’s Board of Directors and are members of the SLC.

During the latter half of 2002, the Company executed settlement agreements and/or mutual releases with all parties to the Company action against the former officers. Under the terms of the settlement agreement with Mr. Kiser and J.C. Enterprises, the Company agreed to pay $245,000 in total consideration; $230,000 to Mr. Kiser as well as $15,000 to his former attorneys to cover certain legal expenses. In return, Mr. Kiser agreed to a mutual general release including, but not limited to, releasing the Company, Messrs. Bland, Dutkiewicz, Risley and Van Lunsen from all claims related to his employment agreement and the advancement or indemnification of attorneys’ fees and other costs of defense, subject to the settlement of the private securities class action. Under the terms of this settlement agreement, the Company agreed to pay the current required rental amount under the existing lease with J.C. Enterprises, but the Company has the option to terminate the lease, after sufficient notice, in the event J.C. Enterprises contracts to sell the property during the remaining lease term.

Additionally, the Company signed a mutual general release with Mr. Sherman, which, among other things, released the Company from all claims related to his employment and separation agreements and any rights he may have had regarding advancement or indemnification of attorneys’ fees and other costs of defense. In consideration of the mutual release with Mr. Sherman, Mr. Sherman agreed to transfer 100,813 shares of the Company’s common stock to the Company and the Company repaid Mr. Sherman’s promissory note to Carolyn Kiser in the principal amount of $55,030. The Company also executed mutual release relating to litigation with Joan Sherman and the Kaythern Sherman Trust, which were signed on December 17, 2002.

The Company also signed mutual general releases with Messrs. Bailey and Clark, which, among other things, release the Company from all claims related to their employment and separation agreements and any rights they may have had regarding advancement or indemnification of attorneys’ fees and other costs of defense.

The parties to the Company action against former officers executed a stipulation of dismissal, which dismissed the action with prejudice.

Patent Litigation

On August 8, 2002, Anaren Microwave, Inc. (“Anaren”) filed suit against the Company for infringement of U.S. Patent No. 4,821,007. On November 19, 2002, the Company was served with the complaint. Anaren has requested damages in an unspecified amount and attorneys’ fees, costs and expenses. The Company and its counsel are investigating Anaren’s allegations. The complaint does not specify which of the Company’s products is alleged to infringe the intellectual property of Anaren, nor the exact nature of the alleged infringement. However, the Company believes that Anaren’s claim is directed at its coupler product line. The coupler line is a recently introduced product line which accounts

16

VL DISSOLUTION CORPORATION

Notes to Financial Statements (Unaudited)

Three and nine months ended March 31, 2003

	for less than $10,000 of gross sales from its inception through March 31, 2003. The Company and Anaren have entered into discussions regarding the possibility of purchasing a license to the Anaren technology that the Company is alleged to have infringed. There can be no assurance that the outcome of this matter will not have a material adverse effect on its financial condition, results of operations or liquidity.
	Other
	The Company is a party to other legal proceedings and claims in the ordinary course of its business. The Company believes that the outcome of these other matters will not have a material adverse effect on its financial condition, results of operations or liquidity.
(11)	Definitive Asset Purchase Agreement with Sirenza Microdevices, Inc.
	On December 2, 2002, the Company entered into a definitive asset purchase agreement (the “Asset Purchase Agreement”) to sell substantially all of its assets to Sirenza. Under the terms of the Asset Purchase Agreement, Sirenza would forgive $1.4 million in secured loans. Additionally, Sirenza would pay the Company approximately $13.6 million in cash and common stock consideration to be decreased by the amount of any indebtedness in excess of $1.4 million owed to Sirenza as of the closing date of the asset sale pursuant to the existing Sirenza Loan Facility as described in Note 3. The consideration to be received would be further increased or decreased by the amount of the net asset adjustment as described below. Forty-five percent of the net amount of consideration described above would be paid to the Company in cash and the remaining fifty-five percent would be paid in shares of Sirenza common stock, which would be valued for such purpose at $1.44 per share (the 15-day trailing average closing price of Sirenza’s common stock as quoted on the Nasdaq National Market as of the execution date of the Asset Purchase Agreement).
	Pursuant to the Asset Purchase Agreement, the Company and Sirenza designated as either “included” or “excluded” each of the assets and liabilities of the Company as listed on its balance sheet at September 30, 2002, which is referred to as the reference balance sheet. By subtracting the total included liabilities from the total included assets, Sirenza and the Company agreed upon a beginning net asset balance of $8,447,000. The Company prepared a new balance sheet as of March 31, 2003, which is referred to as the preliminary closing balance sheet, on a basis consistent with that of the reference balance sheet. In accordance with the Asset Purchase Agreement, the net asset balance based on the preliminary closing balance sheet was $8,217,000 resulting in a $230,000 decrease in proceeds from the asset sale. Within fifteen business days following the closing, the Company will prepare another balance sheet as of the closing date, which shall be prepared on a basis consistent with that of the reference balance sheet, and which is referred to as the closing balance sheet. To the extent that the net asset balance listed on the closing balance sheet exceeds the net asset balance listed on the preliminary closing balance sheet by at least $25,000, the proceeds of the asset sale to the Company will be increased on a dollar-for-dollar basis. To the extent that the net asset balance listed on the closing balance sheet is less than the net asset balance listed on the preliminary closing balance sheet by at least $25,000, the proceeds of the asset sale to the Company will be decreased on a dollar-for-dollar basis.

17

VL DISSOLUTION CORPORATION

Notes to Financial Statements (Unaudited)

Three and nine months ended March 31, 2003

(12)	Subsequent Event
	On May 5, 2003, the asset sale contemplated by the Asset Purchase Agreement as described in Note 11 was consummated. The Company received $3.972 million in cash, 3.371 million shares of Sirenza’s common stock with a market value of $5.158 million as of May 2, 2003, forgiveness of $1.354 million and assumption of $4.594 million in secured loans and accrued interest payable to Sirenza. The final consideration to be received is subject to adjustments based upon finalization of the closing balance sheet. Under the terms of the Asset Purchase Agreement, the Company is required to set aside $1.510 million in cash and 1.281 million shares of Sirenza’s common stock to satisfy any indemnification claims from Sirenza that may arise prior to March 31, 2004.
	The closing of the asset sale caused the Company to incur liabilities aggregating approximately $1.9 million. The amounts due will be paid out of net proceeds from the sale. The amounts due consist of post-closing bonuses payable to key officers, investment banking fees and contract and lease termination penalties.
	The Company’s remaining assets following the closing of the asset sale consist primarily of the cash surrender value of life insurance policies, Sirenza common stock, prepaid insurance and security deposits on its leased properties. All employees of the Company resigned and accepted employment with Sirenza.
	Pursuant to the amended plan of dissolution, which was approved by the shareholders at the special meeting, the Company intends to file articles of dissolution with the Secretary of State of the State of Colorado. After the articles of dissolution are filed, the Company’s operations will be limited to winding-up its business and affairs, selling certain of its remaining assets, discharging its known liabilities, establishing a contingency reserve for payment of expenses and contingent liabilities, and distributing any remaining assets to its shareholders, all in accordance with the amended plan of dissolution.
	In connection with the asset sale and subsequent dissolution of the Company, the Company filed articles of amendment to change its corporate name to VL Dissolution Corporation, effective May 5, 2003.

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VARI-L COMPANY, INC.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

The Management’s Discussion and Analysis of Financial Condition and Results of Operations contains “forward looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on a number of assumptions by us about the future, usually based on current conditions or on the broader expectations of others. These assumptions may or may not prove to be correct and, as a result, our own forward-looking statements may also be inaccurate. On the other hand, based on what we know today and what we expect in the future, we believe that the forward-looking statements we make in this report are reasonable. In most cases, when we use words like “believe,” “expect,” “estimate,” “anticipate,” “project,” “plan,” or “predict” to describe something which has not yet occurred, we are making a forward-looking statement.

We cannot list here all of the risks and uncertainties that could cause our actual future financial and operating results to differ materially from our historical experience and our present expectations or projections but we can identify many of them. For example, our future results could be affected increases in the amount of our liabilities and obligations or estimated costs and expenses of operations following the closing of the asset sale; unknown or contingent liabilities arising after the closing of the asset sale; the sufficiency of the consideration received in the asset sale to cover our liabilities; declines in the price of Sirenza’s common stock following the closing of the asset sale; claims by Sirenza for indemnification under the indemnity provisions of the asset purchase agreement; the timing of distributions, if any, to our shareholders, whether Sirenza’s board of directors approves any such distributions, if any, as the terms of the asset purchase agreement require; the liability of our shareholders to creditors for an amount up to the amount of any distributions received from the Company if our reserves for payments to creditors are inadequate; the tax impact to us and our shareholders of the asset sale and the dissolution of the Company including the creation of a liquidating trust; the ultimate outcome of pending or threatened litigation as well as those factors discussed in our Form 10-K for the year ended June 30, 2002. It is also important to remember that forward-looking statements speak only as of the date when they are made and we do not promise that we will publicly update or revise those statements whenever conditions change or future events occur. Accordingly, we do not recommend that any person seeking to evaluate our company should place undue reliance on any forward-looking statement in this report.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an on-going basis, we evaluate our estimates, including those related to revenue recognition, allowances for doubtful accounts, inventory valuation and commitments and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

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We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements.

Revenue Recognition and Allowances for Doubtful Accounts

Revenues are recognized at the time of shipment to, or acceptance by, the customer provided title and risk of loss is transferred to the customer.

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. The allowance for doubtful accounts is determined based on review of the overall condition of accounts receivable balances and review of significant past due accounts. Additionally, we maintain credit insurance on certain of our foreign accounts receivable. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

Inventory Valuation

We value our inventories at the lower of cost or market on a part-by-part basis. Additionally, we make estimates regarding the market value of our inventory, including an assessment of excess or obsolete inventory. We determine excess and obsolete inventory based on an estimate of the future demand within a specified time horizon, generally twelve months. The estimates we use for demand are also used for near-term capacity planning and inventory purchasing and are consistent with our revenue forecasts. If our actual forecast is less than our demand forecast, we may be required to take additional excess inventory charges, which will decrease gross margin and net operating results in the future.

Commitments and Contingencies

We are party to legal proceedings and claims, as well as various other commitments and contingencies. We have recorded a liability if it is (1) probable that an obligation has been incurred because of a transaction or event happening on or before the date of the financial statements and (2) the amount of the obligation can be reasonably estimated.

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Results of Operations for the Three Months Ended March 31, 2003 Compared to the Three Months Ended March 31, 2002

Net Sales

Net sales for the three months ended March 31, 2003 decreased 22.1% to $4.0 million compared with $5.2 million for the three months ended March 31, 2002. While the Company’s unit volume for its products increased slightly, the Company maintained its pattern of the last few quarters of lowering prices of its commercial signal source products to several key customers to maintain market share. Also contributing to the decline in revenue was a change in the product mix of all other products resulting in a lower average selling price for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. Overall, the wireless telecommunications industry has been negatively impacted by the severe market downturn and more specifically by a rapid decline in expenditures for capital infrastructure equipment by service providers. Based on communication with our key customers and the results of benchmarking our decline in revenue against that of our competitors and customers within this industry, we do not believe that our market share has deteriorated.

Revenue from commercial signal source products was $3.1 million for the three months ended March 31, 2003, a 13.9% decrease from $3.6 million for the three months ended March 31, 2002. Revenue from all other products was $901,000 for the three months ended March 31, 2002, a 40.0% decrease from $1.5 million for the three months ended March 31, 2002. Revenue from all other products for the three months ended March 31, 2002 included fees earned from a contract termination of approximately $179,000.

Gross Profit

Gross profit for the three months ended March 31, 2003 decreased 31.8% to $1.3 million, or 32.7% of net sales, compared with $1.9 million, or 37.3% of net sales, for the three months ended March 31, 2002. The gross profit percent in any period can be affected significantly by volume, product mix and price concessions. Fixed manufacturing overhead adversely affects gross profit at lower sales levels. Accordingly, reduced sales levels combined with fixed manufacturing overhead levels comparable to prior periods has the effect of lowering gross profit as a percentage of sales. Additionally, changes in market demand for our products, combined with changes in product design can result in excess inventory parts. On a quarterly basis, we review our inventory on hand and firm purchase commitments versus our sales forecast to determine the adequacy of the existing reserve for excess and obsolete inventory.

Included in cost of goods sold for the three months ended March 31, 2003 and 2002 is a charge of $114,000 and $41,000 for excess and obsolete inventory, respectively.

Selling Expenses

Selling expenses for the three months ended March 31, 2003 decreased 14.9% to $588,000, or 14.6% of net sales, compared with $691,000, or 13.4% of net sales, for the three months ended March 31, 2002. The dollar decrease in selling expenses was primarily attributable to $50,000 in lower commissions paid to manufacturer’s representatives as a result of reduced sales volume and $49,000 in reduced spending for contract labor and marketing expense.

General and Administrative Expenses

General and administrative expenses for the three months ended March 31, 2003 decreased 20.3% to $1.2 million, or 30.7% of net sales, compared with $1.6 million, or 30.0% of net sales,

21

for the three months ended March 31, 2002. The dollar decrease was primarily attributable to a decrease of $274,000 in salaries and benefits due to a decrease in personnel.

Research and Development Expenses

Research and development expenses for the three months ended March 31, 2003 decreased 1.4% to $615,000, or 15.3% of net sales, compared with $624,000 or 12.1% of net sales, for the three months ended March 31, 2002.

Expenses Related to Workforce Reductions and the Transaction with Sirenza Microdevices, Inc.

As a result of the continuing weakness in the wireless industry and the impact it has had upon our revenues, we reduced our workforce and incurred severance expenses. Additionally, we incurred certain transaction costs in connection with the Asset Purchase Agreement with Sirenza Microdevices, Inc. (“Sirenza”) as described in Part I, Item II, “Liquidity and Capital Resources.” Such costs are defined under the Loan Facility with Sirenza and include restructuring, severance benefits, legal and accounting fees and other related costs incurred. Expenses related to workforce reductions and the transaction with Sirenza were as follows:

		Three Months		Three Months
		Ended		Ended
		March 31,		March 31,
		2003		2002
Legal fees		$	168,000	$	—
Severance expense			69,000		—
Other related costs			85,000		—
	Total	$	322,000	$	—

We continued to incur costs related to workforce reductions and the transaction with Sirenza until the closing of the asset sale. See Part I, Item 2 under “Liquidity and Capital Resources” for additional information regarding the closing of the asset sale.

Expenses Relating to Accounting Restatements and Related Legal Matters, Net of Recoveries

In early 2000, management of the Company commenced efforts to restate its previously issued financial statements after being notified by the Securities and Exchange Commission (the “Commission”) that the Commission was investigating its accounting and reporting practices. Certain costs incurred in conjunction with these efforts have been separately classified in the Company’s Statements of Operations as “Expenses relating to accounting restatements and related legal matters, net of recoveries.” Expenses included in this classification include the cost of external counsel for services provided in connection with shareholder lawsuits, the Commission’s investigation of the Company, legal fees and expenses of the Special Litigation Committee of the Board of Directors, the costs incurred to settle the private securities action and the Company action against former officers (net of recoveries), the cost of certain consultants and temporary labor hired to assist in the accounting restatements, and reimbursements to current and former employees of the Company for their legal fees and expenses.

The accounting restatements were completed in February 2001. Additionally, during October 2002 and December 2002, the Company, the individual defendants in the private securities class action, the Agricultural Excess and Surplus Insurance Company, and the individual defendants in the action against former officers attended global settlement conferences. All parties involved reached an agreement in principle for the global settlement of all litigation as further described in

22

Part II, Item I, “Legal Proceedings.” On January 22, 2003, the Company, the class action representatives and the individual defendants in the private securities class action executed and filed a Stipulation of Settlement (the “Stipulation”) with the United States District Court for the District of Colorado (the “Court”). On January 29, 2003, the Court issued its order preliminarily approving the settlement of the private securities class action, certification of the class, and the provision of notice to members of the class (the “Preliminary Approval”). On March 28, 2003, the Court held a fairness hearing regarding the settlement of the private securities class action. At the hearing, the court approved the settlement of the private securities class action as fair and reasonable to the members of the class. Following the hearing, the Court entered its final judgment and order of dismissal of the actions with prejudice. See Part II, Item 1 “Legal Proceedings” for additional information.

Expenses relating to accounting restatements and related legal matters, net of recoveries, were as follows:

	Three Months		Three Months
	Ended		Ended
	March 31,		March 31,
	2003		2002
Legal fees incurred in connection with the shareholder lawsuits, Special Litigation Committee and the global settlement	$	43,000	$	222,000

Other Income (Expense)

Other income (expense), net, increased 541.2% to expense of $327,000 for the three months ended March 31, 2003, compared with expense of $51,000 for the three months ended March 31, 2002. The increase was primarily attributable to an increase in interest expense of $287,000 due to a larger balance of debt outstanding at March 31, 2003 as compared to March 31, 2002 at significantly higher interest rates as a result of our Loan Facility with Sirenza as discussed in Part I, Item II, “Liquidity and Capital Resources.”

Results of Operations for the Nine Months Ended March 31, 2003 Compared to the Nine Months Ended March 31, 2002

Net Sales

Net sales for the nine months ended March 31, 2003 decreased 25.1% to $12.3 million compared with $16.4 million for the nine months ended March 31, 2002. While the Company’s unit volume for its commercial signal source products increased slightly, the Company maintained its pattern of the last few quarters of lowering prices of its commercial signal source products to several key customers to maintain market share. Also contributing to the decline in revenue was a change in the product mix of all other products resulting in a lower average selling price for the nine months ended March 31, 2003 as compared to the nine months ended March 31, 2002. Overall, the wireless telecommunications industry has been negatively impacted by the severe market downturn and more specifically by a rapid decline in expenditures for capital infrastructure equipment by service providers. Based on communication with our key customers and the results of benchmarking our decline in revenue against that of our competitors and customers within this industry, we do not believe that our market share has deteriorated.

Revenue from commercial signal source products was $9.4 million for the nine months ended March 31, 2003, a 24.4% decrease from $12.3 million for the nine months ended March 31,

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2002. Revenue from all other products was $2.9 million for the nine months ended March 31, 2003, a 29.3% decrease from $4.1 million for the nine months ended March 31, 2002. Revenue from all other products for the nine months ended March 31, 2002 included fees earned from a contract termination of approximately $436,000.

Gross Profit

Gross profit for the nine months ended March 31, 2003 decreased 46.2% to $3.5 million, or 28.2% of net sales, compared with $6.5 million, or 39.3% of net sales, for the nine months ended March 31, 2002. The gross profit percent in any period can be affected significantly by volume and price concessions. Fixed manufacturing overhead adversely affects gross profit at lower sales levels. Accordingly, reduced sales levels combined with fixed manufacturing overhead levels comparable to prior periods has the effect of lowering gross profit as a percentage of sales. Additionally, changes in market demand for our products, combined with changes in product design can result in excess inventory parts. On a quarterly basis, we review our inventory on hand and firm purchase commitments versus our sales forecast to determine the adequacy of the existing reserve for excess and obsolete inventory.

Included in cost of goods sold for the nine months ended March 31, 2003 and 2002 is a charge of $329,000 and $183,000 for excess and obsolete inventory, respectively. Additionally, for the nine months ended March 31, 2002, we recognized a benefit of $268,000 of recoveries for previously written-off inventory.

Selling Expenses

Selling expenses for the nine months ended March 31, 2003 decreased 1.2% to $1.9 million, or 15.8% of net sales, compared with $2.0 million, or 12.0% of net sales, for the nine months ended March 31, 2002. The dollar decrease in selling expenses was primarily attributable to a decrease of $157,000 in commissions paid to manufacturer’s representatives as a result of reduced sales volume offset by an increase of $154,000 in salaries paid to new members of our sales management team.

General and Administrative Expenses

General and administrative expenses for the nine months ended March 31, 2003 decreased 14.6% to $4.2 million, or 34.2% of net sales, compared with $4.9 million, or 30.0% of net sales, for the nine months ended March 31, 2002. The dollar decrease was primarily attributable to a decrease of $418,000 in salaries and benefits due to a decrease in personnel and reduced spending of $327,000 on independent contractors for accounting and information technology services.

Research and Development Expenses

Research and development expenses for the nine months ended March 31, 2003 increased 12.9% to $2.2 million, or 17.7% of net sales, compared with $1.9 million or 11.7% of net sales, for the nine months ended March 31, 2002. The dollar increase was primarily attributable to $272,000 in salaries and benefits due to an increase in personnel.

Expenses Related to Workforce Reductions and the Proposed Transaction with Sirenza Microdevices, Inc.

As a result of the continuing weakness in the wireless industry and the impact it has had upon our revenues, we reduced our workforce and incurred severance expenses. Additionally, we incurred certain transaction costs in connection with the Asset Purchase Agreement with

24

Sirenza Microdevices, Inc. (“Sirenza”) as described in Part I, Item II, “Liquidity and Capital Resources.” Such costs are defined under the Loan Facility with Sirenza and include restructuring, severance benefits, legal and accounting fees and other related costs incurred. Expenses related to workforce reductions and the transaction with Sirenza were as follows:

		Nine Months		Nine Months
		Ended		Ended
		March 31,		March 31,
		2003		2002
Legal fees		$	581,000	$	—
Severance expense			462,000		101,000
Other related costs			155,000		—
	Total	$	1,198,000	$	101,000

We continued to incur costs related to workforce reductions and the transaction with Sirenza until the closing of the asset sale. See Part I, Item 2 under “Liquidity and Capital Resources” for additional information regarding the closing of the asset sale.

Expenses Relating to Accounting Restatements and Related Legal Matters, Net of Recoveries

In early 2000, management of the Company commenced efforts to restate its previously issued financial statements after being notified by the Securities and Exchange Commission (the “Commission”) that the Commission was investigating its accounting and reporting practices. Certain costs incurred in conjunction with these efforts have been separately classified in the Company’s Statements of Operations as “Expenses relating to accounting restatements and related legal matters, net of recoveries.” Expenses included in this classification include the cost of external counsel for services provided in connection with shareholder lawsuits, the Commission’s investigation of the Company, legal fees and expenses of the Special Litigation Committee of the Board of Directors, the costs incurred to settle the private securities action and the Company action against former officers (net of recoveries), the cost of certain consultants and temporary labor hired to assist in the accounting restatements, and reimbursements to current and former employees of the Company for their legal fees and expenses.

The accounting restatements were completed in February 2001. Additionally, during October 2002 and December 2002, the Company, the individual defendants in the private securities class action, the Agricultural Excess and Surplus Insurance Company, and the individual defendants in the action against former officers attended global settlement conferences. All parties involved reached an agreement in principle for the global settlement of all litigation as further described in Part II, Item I, “Legal Proceedings.” On January 22, 2003, the Company, the class action representatives and the individual defendants in the private securities class action executed and filed a Stipulation of Settlement (the “Stipulation”) with the United States District Court for the District of Colorado (the “Court”). On January 29, 2003, the Court issued its order preliminarily approving the settlement of the private securities class action, certification of the class, and the provision of notice to members of the class (the “Preliminary Approval”). On March 28, 2003, the Court held a fairness hearing regarding the settlement of the private securities class action. At the hearing, the court approved the settlement of the private securities class action as fair and reasonable to the members of the class. Following the hearing, the Court entered its final judgment and order of dismissal of the actions with prejudice. See Part II, Item 1 “Legal Proceedings” for additional information.

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Expenses relating to accounting restatements and related legal matters, net of recoveries, were as follows:

		Nine Months			Nine Months
		Ended			Ended
		March 31,			March 31,
		2003			2002
Legal fees incurred in connection with the shareholder lawsuits, Special Litigation Committee and the global settlement		$	190,000		$	373,000
Adjustment of previously recorded estimates of $286,000 (representing legal fees incurred by former officers, the present value of post-employment health care obligations and a one time separation bonus payable to Mr. Kiser) to $245,000 reflecting the settlement agreements			(41,000	)		—
Adjustment of previously recorded estimates of $117,000 (representing net employment obligations payable to Mr. Sherman) to $0 reflecting termination of an agreement due to misappropriation of funds			—			(117,000	)
Mr. Sherman’s transfer of 100,813 shares of common stock to the Company. The shares were valued at the closing market price on the date in which Mr. Sherman and the Company executed a mutual general release.			(76,000	)		—
	Total	$	73,000		$	256,000

Other Income (Expense)

Other income (expense), net, increased 494.5% to expense of $755,000 for the nine months ended March 31, 2003, compared with expense of $127,000 for the nine months ended March 31, 2002. The increase was primarily attributable to an increase in interest expense of $571,000 due to a larger balance of debt outstanding at March 31, 2003 as compared to March 31, 2002 at significantly higher interest rates as a result of our Loan Facility with Sirenza as discussed in Part I, Item II, “Liquidity and Capital Resources.”

Liquidity and Capital Resources

As of March 31, 2003, our working capital deficit was $3.3 million including cash and cash equivalents of $222,000. Operations consumed $3.6 million of cash primarily attributable to the net loss incurred during the nine months ended March 31, 2003 offset by the reduction of accounts receivable through collections and lower sales volumes and the timing of payments of accrued expenses and liabilities. Our net loss for the nine months ended March 31, 2003 included charges of $1,198,000 for workforce reduction expenses and transaction costs incurred as a result of the definitive agreement with Sirenza as described below.

Cash provided by investing activities was primarily attributable to net borrowings of $252,000 against certain whole life insurance policies owned by the Company offset by capital expenditures of $156,000. Our capital expenditures include purchasing new production equipment and implementing IT e-commerce initiatives.

Cash provided by financing activities was primarily attributable to borrowings of $5.1 million under our loan facility with Sirenza and financing our Directors and Officers insurance premiums

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offset by $1.5 million to repay our outstanding obligations under our loan agreement with Wells Fargo.

Sirenza Loan Facility

On October 7, 2002, we entered into a loan agreement with Sirenza which provides for a $5.3 million senior secured loan facility (the “Loan Facility”). As a condition to the Loan Facility, we entered into an Exclusivity and Right of First Refusal Agreement (the “Exclusivity Agreement”) with Sirenza to evaluate a potential acquisition of all or substantially all of our assets.

The Loan Facility matures on September 25, 2003, is secured by substantially all of our assets and has an annual interest rate of 25% on outstanding amounts. Additionally, the Loan Facility is subject to covenants that among other things impose limitations on capital expenditures and investments, restrict certain payments and distributions and require us to maintain certain financial ratios based on a rolling three-month calculation.

Under the terms of the Loan Facility, Sirenza has provided for funding in two tranches. The first tranche (“Tranche A”) consists of an initial term loan of approximately $1.4 million and was used to repay amounts then outstanding under the credit facility at Wells Fargo. The second tranche (“Tranche B”) consists of additional term loans which were drawn down in accordance with an agreed schedule. We used advances under Tranche B to fund our working capital requirements.

Our ability to draw down amounts under Tranche B was conditioned upon, among other things, the absence of an event of default and our representations and warranties being true and correct at the time of such draw down request. For the three month period ended December 31, 2002, we were in default of the Net Operating Loss covenant of the Loan Facility. For the three month period ended February 28, 2003, we also were in default of the Cash Used in Operations covenant. For the three month period ended March 31, 2003, we met the minimum requirements of the financial covenants, however the Loan Facility does not provide for the cure of an existing breach of its covenants. Under the terms of the Loan Facility, the default interest rate increased 5 percentage points from 25% to 30% effective January 1, 2003. Furthermore, Sirenza has the right to declare all amounts due on the loan immediately due and payable. At March 31, 2003, Sirenza had not taken any action to accelerate the loan, but reserved the right to do so. Upon closing of the asset sale as described below, Sirenza’s subsidiary assumed all outstanding indebtedness under the Loan Facility, including accrued interest.

Definitive Asset Purchase Agreement with Sirenza

On December 2, 2002, we entered into a definitive asset purchase agreement (the “Asset Purchase Agreement”) to sell substantially all of our assets to Sirenza. Under the terms of the Asset Purchase Agreement, Sirenza would forgive $1.4 million in secured loans. Additionally, Sirenza would pay us approximately $13.6 million in cash and common stock consideration to be decreased by the amount of any indebtedness in excess of $1.4 million owed to Sirenza as of the closing date of the asset sale pursuant to the existing Sirenza Loan Facility as previously described. The consideration to be received will be further increased or decreased by the amount of the net asset adjustment as described below. Forty-five percent of the net amount of consideration described above would be paid to us in cash and the remaining fifty-five percent would be paid in shares of Sirenza common stock, which would be valued for such purpose at $1.44 per share (the 15-day trailing average closing price of Sirenza’s common stock as quoted on the Nasdaq National Market as of the execution date of the Asset Purchase Agreement).

Pursuant to the Asset Purchase Agreement, both parties designated as either “included” or “excluded” each of the assets and liabilities of the Company as listed on its balance sheet at

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September 30, 2002, which is referred to as the reference balance sheet. By subtracting the total included liabilities from the total included assets, both parties agreed upon a beginning net asset balance of $8,447,000. We prepared a new balance sheet as of March 31, 2003, which is referred to as the preliminary closing balance sheet, on a basis consistent with that of the reference balance sheet. In accordance with the Asset Purchase Agreement, the net asset balance based on the preliminary closing balance sheet was $8,217,000 resulting in a $230,000 decrease in proceeds from the asset sale. Within fifteen business days following the closing, we will prepare another balance sheet as of the closing date, which will be prepared on a basis consistent with that of the reference balance sheet, and which is referred to as the closing balance sheet. To the extent that the net asset balance listed on the closing balance sheet exceeds the net asset balance listed on the preliminary closing balance sheet by at least $25,000, the proceeds of the asset sale to us will be increased on a dollar-for-dollar basis. To the extent that the net asset balance listed on the closing balance sheet is less than the net asset balance listed on the preliminary closing balance sheet by at least $25,000, the proceeds of the asset sale to us will be decreased on a dollar-for-dollar basis.

On May 5, 2003, the asset sale contemplated by the Asset Purchase Agreement was consummated. We received $3.972 million in cash, 3.371 million shares of Sirenza’s common stock with a market value of $5.158 million as of May 2, 2003, forgiveness of $1.354 million and assumption of $4.594 million in secured loans and accrued interest payable to Sirenza. The final consideration to be received is subject to adjustments based upon finalization of the closing balance sheet. Under the terms of the Asset Purchase Agreement, we are required to set aside $1.510 million in cash and 1.281 million shares of Sirenza’s common stock to satisfy any indemnification claims from Sirenza that may arise prior to March 31, 2004.

The closing of the asset sale caused the Company to incur liabilities aggregating approximately $1.9 million. The amounts due will be paid out of net proceeds from the sale. The amounts due consist of post-closing bonuses payable to key officers, investment banking fees and contract and lease termination penalties.

The Company’s remaining assets following the closing of the asset sale consist primarily of the cash surrender value of life insurance policies, Sirenza common stock, prepaid insurance and security deposits on our leased properties. All employees of the Company resigned and accepted employment with Sirenza.

Pursuant to the amended plan of dissolution, which was approved by the shareholders at the special meeting, we intend to file articles of dissolution with the Secretary of State of the State of Colorado. After the articles of dissolution are filed, our operations will be limited to winding-up our business and affairs, selling certain of our remaining assets, discharging our known liabilities, establishing a contingency reserve for payment of expenses and contingent liabilities, and distributing any remaining assets to our shareholders, all in accordance with the amended plan of dissolution.

In connection with the asset sale and subsequent dissolution of the Company, we filed articles of amendment to change our corporate name to VL Dissolution Corporation, effective May 5, 2003.

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Principal Executive Office Lease Amendment

On November 12, 2002, we negotiated the right to terminate the lease for our principal executive office located in Denver, Colorado on June 30, 2003 (the “Termination Date”) for a payment of $594,000 and forfeiture of an existing security deposit of $81,000. The original termination date of the lease is August 31, 2013. In consideration of the option to terminate the lease early, we paid an additional security deposit of $50,000 to cover any damages associated with vacating the premises. In the event that we closed a sale of all or substantially all of our assets to Sirenza prior to the Termination Date, we would exercise our right to terminate the lease and pay the early termination fee within two business days of closing. On May 5, 2003, in connection with the closing of the asset sale as described above, we exercised our right to terminate the lease and will pay the early termination fee on May 7, 2003. The total costs to terminate the lease including leasehold improvements that will be written off are approximately $905,000.

Other

We own various term life and whole life insurance policies in which certain former officers are named as the insured. Under these policies, we are entitled to 100% of the net death benefits. As of March 31, 2003, the aggregate death benefits receivable under these policies was approximately $6.2 million at an approximate annual cost to maintain of $130,000. We have not recorded any gain contingency associated with the aggregate death benefits receivable, however in the event of death, the net death benefit could be material to our financial condition, results of operations and liquidity. During March 2003, we were in the process of soliciting bids to sell these policies. During April 2003, we accepted a proposal to sell these policies to an unrelated party for $380,000 and anticipate receiving the proceeds during May 2003.

Item 3. Qualitative and Quantitative Disclosures about Market Risk

We are exposed to certain market risks, including the effects of adverse changes in interest rates. Our exposure to changes in interest rates results from borrowings with fixed interest rates at significantly greater than prevailing market rates. At the present time, we have no financial instruments in place to manage the impact of changes in interest rates. As of March 31, 2003, we had borrowed $1.4 million under the Tranche A Convertible Note and $3.3 million under the Tranche B Note at an annual interest rate of 25.0%. Effective January 1, 2003, the annual interest rate increased 5 percentage points to 30.0%. We estimate that a 1.0% upward movement in interest rates would have impacted our results of operations by less than $20,000 for the nine months ended March 31, 2003. Upon closing of the asset sale as described in Part I, Item 2, “Liquidity and Capital Resources,” Sirenza’s subsidiary assumed all outstanding indebtedness under the Loan Facility, including accrued interest.

Item 4. Controls and Procedures

Within the 90 days prior to the filing date of this Quarterly Report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including Charles R. Bland (the Company’s President and Chief Executive Officer) and Richard P. Dutkiewicz (the Company’s Vice President of Finance and Chief Financial Officer), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, Messrs. Bland and Dutkiewicz concluded that the Company’s disclosure controls and procedures are effective in alerting them in a timely manner to material information relating to the Company required to be included in the Company’s periodic SEC filings. There have not been any significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation.

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VARI-L COMPANY, INC.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

The following should be read in conjunction with Note 10 to the financial statements.

Securities and Exchange Commission Investigation

In December 1999, the Company learned that the SEC was conducting an investigation to determine whether there were violations of the federal securities laws by the Company or any of its officers, directors or employees. The SEC’s investigation was focused primarily on the Company’s financial reporting and accounting practices and procedures during the fiscal years 1996 through 1999.

In September 2001, the Company agreed to a settlement with the SEC under which the Company, without admitting or denying that it violated any laws, consented to the entry of an injunction prohibiting future violations by the Company of certain periodic reporting, record keeping, internal controls, proxy solicitation and antifraud provisions of the Exchange Act. On November 9, 2001, the Company’s settlement with the SEC was approved by the United States District Court for the District of Colorado pursuant to its judgment order Final Judgment as to Vari-L, Civil Action No. 01-WM-1903, Securities and Exchange Commission v. Vari-L, David G. Sherman, Jon L. Clark and Sarah E. Hume, United States District Court, District of Colorado.

Private Securities Class Action

A number of private shareholder class actions alleging violations of federal securities laws were filed against the Company and certain of its former officers in the United States District Court for the District of Colorado beginning in June 2000. Those actions have since been consolidated and an amended consolidated complaint has been filed by the class representatives.

On January 22, 2003, the Company, the class action representatives and the individual defendants executed and filed a stipulation of settlement (“the Stipulation”) with the United States District Court for the District of Colorado (the “Court”). The terms under the Stipulation provide that the Company will pay $250,000 in cash and issue 2.0 million shares of its common stock to settle that action. On January 29, 2003, the Court issued its order preliminarily approving the settlement of the private securities class action, certification of the class, and the provision of notice to members of the class (the “Preliminary Approval”). On March 28, 2003, the Court held a fairness hearing regarding the settlement of the private securities class action. At the hearing, the Court approved the settlement of the private securities class action as fair and reasonable to the members of the class. Following the hearing, the Court entered its final judgment and order of dismissal of the actions with prejudice. The Company anticipates that the 2.0 million shares to be issued under the Stipulation will be issued on or around May 30, 2003.

Shareholder Derivative Suit

On August 21, 2002, the District Court, City and County of Denver dismissed the shareholder derivative action filed, purportedly on behalf of the Company against Joseph Kiser, David Sherman, Jon Clark Derek Bailey, Sarah Booher, David Lisowski, Anthony Petrelli, Jae Shim and the Company. The derivative plaintiff appealed the Court’s ruling to the Colorado Court of Appeals. On November 12, 2002, the parties filed a stipulated voluntary dismissal of the appeal.

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On November 14, 2002, the Colorado Court of Appeals granted the stipulated dismissal and issued its mandate ordering that the appeal be dismissed.

Insurance Claims

Reliance Insurance Company is the issuer of the $5 million primary directors and officers’ liability insurance policy in effect for the period of time covered by the securities class action and the derivative action. In January 2002, the Reliance liquidator notified claimants concerning the procedures by which insureds and other claimants may file claims against the Reliance estate. During March 2003, the Company filed its claim against the Reliance estate; however, all rights under the claim have been assigned to the private securities class action plaintiffs pursuant to the Stipulation.

Declaratory Judgment Action by Excess Insurer

On June 5, 2001, Agricultural Excess and Surplus Insurance Company (“AESIC”), which had issued to the Company a $2.5 million excess directors and officers liability insurance policy for the period of time covered by the shareholder and class action litigation referenced above, filed suit in United States District Court for the District of Colorado asking the court to find that it is not obligated to provide coverage, or in the alternative, seeking permission to rescind its policy. In connection with the execution of the Stipulation, the Company executed a settlement agreement with AESIC in which the Company and AESIC executed mutual releases. The parties to this action have executed a stipulation of dismissal, which will dismiss the action with prejudice. The Company anticipates that such stipulation of dismissal will be filed once the Stipulation has become a final order of the court hearing the private securities class action.

Company Action against Former Officers

On March 19, 2002, the Company filed a lawsuit in the District Court, City and County of Denver, against Mr. David Sherman, Mr. Joseph Kiser, individuals, and J.C. Enterprises, a Colorado general partnership. Mr. Sherman is the former President of the Company and Mr. Kiser is the former Chairman of the Company’s Board of Directors and Chief Scientific Officer. Additionally, Mr. Kiser is the General Partner of J.C. Enterprises. The Company subsequently amended the complaint to add Ms. Joan Sherman and the Kaythern Sherman Trust as defendants. In its lawsuit, the Company sought to rescind certain employment and consulting agreements between the Company and Messrs. Kiser and Sherman, and to rescind certain stock and stock option grants made to them, on the basis that such agreements were entered into, and such stock option grants were made, based upon mistaken or misrepresented information regarding the Company’s true financial performance. The Company also sought to recover the compensation and bonuses paid to them as a result of such mistaken or misrepresented information. In addition, the Company sought to recover excessive rent it paid pursuant to a lease agreement between the Company and J.C. Enterprises in reliance on misrepresented information provided by Messrs. Kiser and Sherman. The Company added Ms. Sherman and the Kaythern Sherman Trust to this action because they may have received assets from Mr. Sherman that the Company may have been entitled to recover.

On May 30, 2002, David Sherman filed a counter-claim against the Company alleging that the Company breached its obligation to him by suspending payment of consulting fees under the termination and consulting agreement between him and the Company.

On July 8, 2002, Joseph Kiser filed counter-claims against the Company, Charles R. Bland, Richard P. Dutkiewicz, Gil J. Van Lunsen and David M. Risley alleging a variety of claims. Mr. Bland is the Company’s President and Chief Executive Officer. Mr. Dutkiewicz is the Company’s Vice President of Finance and Chief Financial Officer. Messrs. Risley and Van

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Lunsen are on the Company’s Board of Directors and are members of the Special Litigation Committee (the “SLC”).

During the latter half of 2002, the Company executed settlement agreements and/or mutual releases with all parties to the Company action against the former officers. Under the terms of the settlement agreement with Mr. Kiser and J.C. Enterprises, the Company agreed to pay $245,000 in total consideration, $230,000 to Mr. Kiser as well as $15,000 to his former attorneys to cover certain legal expenses. In return, Mr. Kiser agreed to a mutual general release including, but not limited to, releasing the Company, Messrs. Bland, Dutkiewicz, Risley and Van Lunsen from all claims related to his employment agreement and the advancement or indemnification of attorneys’ fees and other costs of defense, subject to the settlement of the private securities class action. Under the terms of this settlement agreement, the Company agreed to pay the current required rental amount under the existing lease with J.C. Enterprises, but the Company has the option to terminate the lease, after sufficient notice, in the event J.C. Enterprises contracts to sell the property during the remaining lease term.

Additionally, the Company signed a mutual general release with Mr. Sherman, which, among other things, released the Company from all claims related to his employment and separation agreements and any rights he may have had regarding advancement or indemnification of attorneys’ fees and other costs of defense. In consideration of the mutual release with Mr. Sherman, Mr. Sherman agreed to transfer 100,813 shares of the Company’s common stock to the Company and the Company repaid Mr. Sherman’s promissory note to Carolyn Kiser in the principal amount of $55,030. The Company also executed mutual release relating to litigation with Joan Sherman and the Kaythern Sherman Trust, which were signed on December 17, 2002.

The Company also signed mutual general releases with Messrs. Bailey and Clark, which, among other things, release the Company from all claims related to their employment and separation agreements and any rights they may have had regarding advancement or indemnification of attorney’s fees and other costs of defense.

The parties to the Company action against former officers executed a stipulation of dismissal, which dismissed the action with prejudice.

Patent Litigation

On August 8, 2002, Anaren Microwave, Inc. (“Anaren”) filed suit against the Company for infringement of U.S. Patent No. 4,821,007. On November 19, 2002, the Company was served with the complaint. Anaren has requested damages in an unspecified amount and attorneys’ fees, costs and expenses. The Company and its counsel are investigating Anaren’s allegations. The complaint does not specify which of the Company’s products is alleged to infringe the intellectual property of Anaren, nor the exact nature of the alleged infringement. However, the Company believes that Anaren’s claim is directed at its coupler product line. The coupler line is a recently introduced product line which accounts for less than $10,000 of gross sales from its inception through March 31, 2003. The Company and Anaren have entered into discussions regarding the possibility of purchasing a license to the Anaren technology that the Company is alleged to have infringed. There can be no assurance that the outcome of this matter will not have a material adverse effect on its financial condition, results of operations or liquidity.

Other

The Company is a party to other legal proceedings and claims in the ordinary course of its business. The Company believes that the outcome of these other matters will not have a material adverse effect on its financial condition, results of operations or liquidity.

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Item 2. Changes in Securities and Use of Proceeds

Stock Grant Plan. During the quarter ended March 31, 2003, we issued 900 shares of our common stock with an aggregate fair market value of less than $1,000 to non-management members of our Board of Directors under our Stock Grant Plan. Although we have filed a registration statement on Form S-8 covering the shares issuable under the Stock Grant Plan, due to the fact that certain of our financial statements for the periods prior to June 30, 2000 are unaudited as discussed in Item 8 on Form 10-K for the period ended June 30, 2002, we have issued such shares in reliance on Section 4(2) under the Securities Act of 1933, as amended.

Tandem Stock Option and Stock Appreciation Rights Plan. During the quarter ended March 31, 2003, we sold 22,500 shares of our common stock to an employee at a price of $0.25 per share pursuant to such employee’s exercise of an option issued under our Tandem Stock Option and Stock Appreciation Rights Plan. Although we have filed a registration statement on Form S-8 covering the shares issuable under the Tandem Stock Option and Stock Appreciation Rights Plan, due to the fact that certain of our financial statements for the periods prior to June 30, 2000 are unaudited as discussed in Item 8 on Form 10-K for the period ended June 30, 2002, we have issued such shares in reliance on Section 4(2) under the Securities Act of 1933, as amended.

Employee Stock Purchase Plan. During the quarter ended March 31, 2003, we sold 86,401 shares of our common stock for a weighted average price of $0.53 per shares to employees pursuant to our Employee Stock Purchase Plan. Although we have filed a registration statement on Form S-8 covering the shares issuable under the Employee Stock Purchase Plan, due to the fact that certain of our financial statements for the periods prior to June 30, 2000 are unaudited as discussed in Item 8 on Form 10-K for the period ended June 30, 2002, we have issued such shares in reliance on Section 4(2) under the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities

During the quarter ended March 31, 2003, we became aware of two defaults under the Sirenza Loan Facility. See Note 3 to the accompanying financial statements and Part 1, Item 2 which are incorporated herein by reference.

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

2.1	Amended Plan of Dissolution of Vari-L Company, Inc. as approved by the shareholders at the special meeting held on April 28, 2003.
10.1	Form of Amended and Restated Indemnity Agreement by and among Vari-L Company, Inc. and each of Gil J. Van Lunsen, Sarah L. Booher, David A. Lisowski, Anthony B. Petrelli, David M. Risley, Robert C. Dixon, Charles A. Bland and Richard P. Dutkiewicz each dated as of March 11, 2003.
10.2	Sublease Agreement dated March 31, 2003, by and among Vari-L Company, Inc. and Olin Acquisition Corporation for the facility located at 11101 East 51st Street, Denver, Colorado.

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10.3	Sublease Agreement dated March 31, 2003, by and among Vari-L Company, Inc. and Olin Acquisition Corporation for the facility located at 5165 Peoria Street, Denver, Colorado.
10.4	Sublease Agreement dated March 31, 2003, by and among Vari-L Company, Inc. and Olin Acquisition Corporation for the facility located at 4895 Peoria Street, Denver, Colorado.
10.5	Sublease Agreement dated March 31, 2003, by and among Vari-L Company, Inc. and Olin Acquisition Corporation for the facility located at 4955 Peoria Street, Denver, Colorado.
99.1	Certificate of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2	Certificate of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)  Reports on Form 8-K
       None

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			VARI-L COMPANY, INC.
Date:	May 5, 2003	By:	/s/ Charles R. Bland
			Charles R. Bland President and Chief Executive Officer
Date:	May 5, 2003	By:	/s/ Richard P. Dutkiewicz
			Richard P. Dutkiewicz Vice President of Finance and Chief Financial Officer

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CERTIFICATIONS

I, Charles R. Bland, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of VL Dissolution Corporation;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a.	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
c.	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent function):

a.	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 5, 2003
	/s/ CHARLES R. BLAND
	Charles R. Bland, President and              Chief Executive Officer

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CERTIFICATIONS

I, Richard P. Dutkiewicz, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of VL Dissolution Corporation;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a.	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
c.	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent function):

d.	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
e.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 5, 2003
	/s/ RICHARD P. DUTKIEWICZ
	Richard P. Dutkiewicz, Vice President of Finance and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
2.1	Amended Plan of Dissolution of Vari-L Company, Inc. as approved by the shareholders at the special meeting held on April 28, 2003.
10.1	Form of Amended and Restated Indemnity Agreement by and among Vari-L Company, Inc. and each of Gil J. Van Lunsen, Sarah L. Booher, David A. Lisowski, Anthony B. Petrelli, David M. Risley, Robert C. Dixon, Charles A. Bland and Richard P. Dutkiewicz each dated as of March 11, 2003.
10.2	Sublease Agreement dated March 31, 2003, by and among Vari-L Company, Inc. and Olin Acquisition Corporation for the facility located at 11101 East 51st Street, Denver, Colorado.
10.3	Sublease Agreement dated March 31, 2003, by and among Vari-L Company, Inc. and Olin Acquisition Corporation for the facility located at 5165 Peoria Street, Denver, Colorado.
10.4	Sublease Agreement dated March 31, 2003, by and among Vari-L Company, Inc. and Olin Acquisition Corporation for the facility located at 4895 Peoria Street, Denver, Colorado.
10.5	Sublease Agreement dated March 31, 2003, by and among Vari-L Company, Inc. and Olin Acquisition Corporation for the facility located at 4955 Peoria Street, Denver, Colorado.
99.1	Certificate of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2	Certificate of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

38 EX-2.1 3 d05217exv2w1.txt EX-2.1 AMENDED PLAN OF DISSOLUTION EXHIBIT 2.1 AMENDED PLAN OF DISSOLUTION OF VARI-L COMPANY, INC. This Amended Plan of Dissolution (the "Plan") is intended to accomplish the dissolution and winding-up of Vari-L Company, Inc. a Colorado corporation ("Vari-L"), in accordance with the Colorado Business Corporation Act as follows: 1. The Board of Directors of Vari-L (the "Board of Directors") has adopted this Plan, recommended it to the shareholders of Vari-L and called a special meeting (the "Meeting") of the holders of Vari-L's common stock to approve the dissolution of Vari-L pursuant to this plan of dissolution. If shareholders holding a majority of Vari-L's outstanding common stock, par value $0.01 per share (the "Common Stock"), vote in favor of the approval of this Plan at the Meeting, the Plan shall constitute the adopted Plan of Vari-L as of the date of the Meeting, or such later date on which the shareholders may approve the dissolution of Vari-L pursuant to the Plan if the Meeting is adjourned to a later date (the "Adoption Date"). 2. Pursuant to the terms of that certain Asset Purchase Agreement dated as of December 2, 2002, among Vari-L, Sirenza Microdevices, Inc., a Delaware corporation ("Parent"), and Olin Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent ("Buyer"), (the "Purchase Agreement"), Vari-L will be retaining certain rights, assets and liabilities in connection with the sale of assets pursuant to the Purchase Agreement, including its cash and cash equivalents, certain contractual rights, and certain of its general ledger accounts as specified in the Purchase Agreement. If, notwithstanding the approval of the dissolution pursuant to this Plan by the shareholders of Vari-L, the Board of Directors determines that it would be in the best interests of Vari-L's shareholders or creditors for Vari-L not to dissolve, the dissolution of Vari-L pursuant to this Plan may be abandoned or delayed until a future date to be determined by the Board of Directors. 3. From and after the Adoption Date, contingent upon the consummation of the transactions contemplated by the Purchase Agreement, and subject to the discretionary right of the Board of Directors to abandon or delay implementation of this Plan as described in Section 2 above and further subject to any limitations contained in the Purchase Agreement, Vari-L shall complete the following corporate actions: (a) Vari-L shall determine whether and when to (i) transfer Vari-L's remaining property and assets to a liquidating trust (established pursuant to Section 6 hereof), or (ii) collect, sell, exchange or otherwise dispose of all of its property and assets in one or more transactions upon such terms and conditions as the Board of Directors, in its absolute discretion, deems expedient and in the best interests of Vari-L and the shareholders and creditors of Vari-L, without any further vote or action by Vari-L's shareholders. It is understood that Vari-L will be permitted to commence the sale and disposition of its assets as soon as possible following the adoption of this Plan by the Board of Directors and approval of the dissolution of Vari-L pursuant to this Plan by the shareholders of Vari-L in order to attain the highest value for such assets and maximize value for its shareholders and creditors. Vari-L's assets and properties may 1. be sold in bulk to one buyer or a small number of buyers or on a piecemeal basis to numerous buyers. Vari-L will not be required to obtain appraisals or other third party opinions as to the value of its properties and assets in connection with the liquidation. In connection with such collection, sale, exchange and other disposition, Vari-L shall use commercially reasonable efforts to collect or make provision for the collection of all accounts receivable, debts and claims owing to Vari-L. (b) Vari-L shall pay or, as determined by the Board of Directors, make reasonable provision to pay, all claims, liabilities and obligations of Vari-L, including all unascertained, contingent, conditional or unmatured claims known to Vari-L and all claims which are known to Vari-L but for which the identity of the claimant is unknown. (c) Subject to the approval of any such distribution by the Board of Directors, Vari-L shall distribute pro rata to its shareholders available cash, including the cash proceeds of any sale, exchange or disposition, except such cash, property or assets as are required for paying or making reasonable provision for the liabilities and obligations of Vari-L. Such distribution may occur all at once or in a series of distributions and shall be in cash or assets, in such amounts, and at such time or times, as the Board of Directors or the Trustees (as defined in Section 6 hereof), in their absolute discretion, may determine. If and to the extent deemed necessary, appropriate or desirable by the Board of Directors or the Trustees, in their absolute discretion, Vari-L may establish and set aside a reasonable amount of cash and/or property (the "Contingency Reserve") to satisfy claims against and unmatured or contingent liabilities and obligation of Vari-L, including, without limitation, tax obligations, and all expenses of the sale of Vari-L's property and assets, of the collection and defense of Vari-L's property and assets, and the liquidation and dissolution provided for in this Plan. (d) As contemplated by the Purchase Agreement, Vari-L shall change its corporate name to VL Dissolution Corporation by amending its Articles of Incorporation and take such other actions within Vari-L's power as may be necessary or appropriate to permit Buyer immediately after the closing of the Purchase Agreement to use Vari-L's present corporate name. 4. Any distributions to the shareholders of Vari-L pursuant to Section 3 and 6 hereof shall be in complete redemption and cancellation of all of the outstanding Common Stock of Vari-L. As a condition to receipt of any distribution to Vari-L's shareholders, the Board of Directors or the Trustees, in their absolute discretion, may require the shareholders to (i) surrender their certificates evidencing the Common Stock to Vari-L or its agents for recording of such distributions thereon or (ii) furnish Vari-L with evidence satisfactory to the Board of Directors or the Trustees of the loss, theft or destruction of their certificates evidencing the Common Stock, together with such surety bond or other security or indemnity as may be required by and satisfactory to the Board of Directors or the Trustees. As a condition to receipt of any final distribution to Vari-L's shareholders, the Board of Directors or the Trustees, in their absolute discretion, may require the shareholders to (i) surrender their certificates evidencing the Common Stock to Vari-L or its agent for cancellation or (ii) furnish Vari-L with such security or indemnity. The Company will finally close its stock transfer books and discontinue recording transfers of Common Stock on the earliest to occur of (i) the close of business on the record date fixed by the Board of Directors for the final liquidating distribution, (ii) the close of business on the date on which the remaining assets of Vari-L are transferred to the Trust or (iii) such other 2. date on which the Board of Directors, in accordance with applicable law, determines and close such stock transfer books, and thereafter certificates representing Common Stock will not be assignable or transferable on the books of Vari-L except by will, intestate succession, or operation of law. 5. If any distribution to a shareholder cannot be made, whether because the shareholder cannot be located, has not surrendered its certificates evidencing the Common Stock as required hereunder or for any other reason, the distribution to which such shareholder is entitled (unless transferred to the Trust established pursuant to Section 6 hereof) shall be transferred, at such time as the final liquidating distribution is made by Vari-L, to the official of such state or other jurisdiction authorized by applicable law to receive the proceeds of such distribution. The proceeds of such distribution shall thereafter be held solely for the benefit of and for ultimate distribution to such shareholder as the sole equitable owner thereof and shall be treated as abandoned property and escheat to the applicable state or other jurisdiction in accordance with applicable law. In no event shall the proceeds of any such distribution revert to or become the property of Vari-L. 6. If deemed necessary, appropriate or desirable by the Board of Directors, in its absolute discretion, in furtherance of the liquidation and distribution of Vari-L's assets to the shareholders, as a final liquidating distribution or from time to time, Vari-L shall transfer to one or more liquidating trustees (the "Trustees"), for the benefit of its shareholders and/or creditors, under one or more liquidating trusts (each a "Trust" and collectively the "Trusts"), any assets of Vari-L which are (a) not reasonably susceptible to distribution to the shareholders, including without limitation non-cash assets and assets held on behalf of the shareholders (i) who cannot be located or who do not tender their certificates evidencing the Common Stock to Vari-L or its agent as herein above required or (ii) to whom distributions may not be made based upon restrictions under contract or law, including, without limitation, restrictions of the federal securities laws and regulations promulgated thereunder, or (b) held as the Contingency Reserve. The Board of Directors may appoint one or more individuals, corporations, partnerships or other persons, or any combination thereof, including, without limitation, any one or more officers, directors, employees, agents or representatives of Vari-L, to act as the initial Trustee or Trustees for the benefit of the shareholders and to receive any assets of Vari-L. Any Trustees appointed as provided in the preceding sentence shall succeed to all right, title and interest of Vari-L of any kind and character with respect to such transferred assets and, to the extent of the assets so transferred and solely in their capacity as Trustees, shall assume all of the liabilities and obligations of Vari-L, including, without limitation, any unsatisfied claims and unascertained or contingent liabilities. Further, any conveyance of assets to the Trustees shall be deemed to be a distribution of property and assets by Vari-L to the shareholders for the purposes of Section 3 of this Plan. Any such conveyance to the Trustees shall be in trust for the creditors and the shareholders of Vari-L. Vari-L, subject to this Section and as authorized by the Board of Directors, in its absolute discretion, may enter into one or more liquidating trust agreements with the Trustees, on such terms and conditions as the Board of Directors, in its absolute discretion, may deem necessary, appropriate or desirable. 7. After the Adoption Date, but subject to Section 2 above, the officers of Vari-L shall, at such time as the Board of Directors, in its absolute discretion, deems necessary, appropriate or desirable, obtain any certificates required from the Colorado tax authorities and, upon obtaining 3. such certificates, Vari-L shall file with the Secretary of State of the State of Colorado articles of dissolution in accordance with the Colorado Business Corporation Act. After the filing of the Articles of Dissolution, Vari-L shall not engage in any business activities except as is appropriate to wind up and liquidate its business and affairs in accordance with this Plan. 8. Upon approval of this Plan by the holders of a majority of Vari-L's outstanding Common Stock, the Board of Directors shall have the authority to take all actions in furtherance of the Plan. The exercise of such authority shall be subject to all applicable legal requirements and the Board's fiduciary duties. 9. In connection with and for the purposes of implementing and assuring completion of this Plan, Vari-L may, in the absolute discretion of the Board of Directors, pay any brokerage, agency, professional and other fees and expenses of persons rendering services to Vari-L in connection with the collection, sale, exchange or other disposition of Vari-L's property and assets and the implementation of this Plan. 10. In connection with and for the purpose of implementing and assuring completion of this Plan, Vari-L may, in the absolute discretion of the Board of Directors, pay Vari-L's officers, directors, employees, agents and representatives, or any of them, compensation or additional compensation above their regular compensation, in money or other property, as severance, bonus, acceleration of vesting of stock or stock options, or in any other form, in recognition of the extraordinary efforts they, or any of them, will be required to undertake, or actually undertake, in connection with the implementation of this Plan. 11. Vari-L shall continue to indemnify its officers, directors, employees, agents and representatives in accordance with its articles of incorporation, as amended, and by-laws and any contractual arrangements, for the actions taken in connection with this Plan and the winding-up of the affairs of Vari-L. Vari-L's obligation to indemnify such persons may also be satisfied out of the assets of any Trust. The Board of Directors and the Trustees, in their absolute discretion, are authorized to obtain and maintain insurance as may be necessary or appropriate to cover Vari-L's obligation hereunder, including seeking an extension in time and coverage of Vari-L's insurance policies currently in effect. 12. Notwithstanding approval of or consent to this Plan and the transactions contemplated hereby by Vari-L's shareholders, the Board of Directors may modify, amend or abandon this Plan and the transactions contemplated hereby without further action by the shareholders to the extent permitted by the Colorado Business Corporation Act. 13. Notwithstanding any provision of this Plan to the contrary, this Plan shall not be deemed an authorization for Vari-L to act in contravention of any limitation imposed on Vari-L by the Purchase Agreement. 4. EX-10.1 4 d05217exv10w1.txt EX-10.1 AMENDED AND RESTATED INDEMNITY AGREEMENT EXHIBIT 10.1 INDEMNITY AGREEMENT THIS AMENDED AND RESTATED AGREEMENT is made and entered into this 11th day of March, 2003 by and between VARI-L COMPANY, INC., a Colorado corporation (the "CORPORATION"), and ________________ ("AGENT"), who, pursuant to the provisions of the Original Agreement (as defined below), hereby amend and restate the indemnity agreement between the Corporation and Agent dated October 4, 2002 (the "Original Agreement"), to read in its entirety as follows: RECITALS WHEREAS, Agent performs a valuable service to the Corporation in Agent's capacity as Chief Executive Officer of the Corporation; WHEREAS, the stockholders of the Corporation have adopted bylaws (the "BYLAWS") permitting the indemnification of the directors, officers, employees and other agents of the Corporation, as authorized by the Colorado Business Corporation Code, as amended (the "CODE"); WHEREAS, the Bylaws and the Code, by their non-exclusive nature, permit contracts between the Corporation and its agents, officers, employees and other agents with respect to indemnification of such persons; and WHEREAS, in order to induce Agent to continue to serve as Chief Executive Officer of the Corporation, the Corporation has determined and agreed to enter into this Agreement with Agent; NOW, THEREFORE, in consideration of Agent's continued service as Chief Executive Officer after the date hereof, the parties hereto agree as follows: AGREEMENT 1. SERVICES TO THE CORPORATION. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as Chief Executive Officer of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position. 2. INDEMNITY OF AGENT. The Corporation hereby agrees to hold harmless and indemnify Agent to the fullest extent authorized or permitted by the provisions of the Bylaws and the Code, as the same may be amended from time to time (but, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the Bylaws or the Code permitted prior to adoption of such amendment). 1. 3. ADDITIONAL INDEMNITY. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 4 hereof, the Corporation hereby further agrees to hold harmless and indemnify Agent: (a) against any and all reasonable expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay because of any claim or claims made against or by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative (including an action by or in the right of the Corporation) to which Agent is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Agent is, was or at any time becomes a director, officer, employee or other agent of Corporation; and (b) otherwise to the fullest extent as may be provided to Agent by the Corporation under the non-exclusivity provisions of the Code and Article VI Section 9 of the Bylaws. 4. LIMITATIONS ON ADDITIONAL INDEMNITY. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent's conduct that is established by a final judgment as constituting a breach of Agent's duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers 2. vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof. 5. CONTINUATION OF INDEMNITY. All agreements and obligations of the Corporation contained herein shall continue during the period Agent is a director, officer, employee or other agent of the Corporation (or is or was serving at the request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Agent shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative, by reason of the fact that Agent was serving in the capacity referred to herein. 6. PARTIAL INDEMNIFICATION. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled. 7. NOTIFICATION AND DEFENSE OF CLAIM. Not later than thirty (30) days after receipt by Agent of notice of the commencement of any action, suit or proceeding, Agent will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Agent otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Agent notifies the Corporation of the commencement thereof: (a) the Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, the Corporation may, at its option and jointly with any other indemnifying party similarly notified and electing to assume such defense, assume the defense thereof, with counsel reasonably satisfactory to Agent. After notice from the Corporation to Agent of its election to assume the defense thereof, the Corporation will not be liable to Agent under this Agreement for any legal or other expenses subsequently incurred by Agent in connection with the defense thereof except for reasonable costs of investigation or otherwise as provided below. Agent shall have the right to employ separate counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Agent unless (i) the employment of counsel by Agent has been authorized by the Corporation, (ii) Agent shall have reasonably concluded, and so notified the Corporation, that there is an actual conflict of interest between the Corporation and Agent in the conduct of the defense of such action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of Agent's separate counsel shall be at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Corporation or as to which Agent shall have made the conclusion provided for in clause (ii) above; and 3. (c) the Corporation shall not be liable to indemnify Agent under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, which shall not be unreasonably withheld. The Corporation shall be permitted to settle any action except that it shall not settle any action or claim in any manner which would impose any penalty or limitation on Agent without Agent's written consent, which may be given or withheld in Agent's sole discretion. 8. EXPENSES. Subject to any limitations or satisfaction of any requirements contained in the Bylaws or the Code or other applicable law, the Corporation shall advance, prior to the final disposition of any proceeding, promptly following request therefor, all reasonable expenses incurred by Agent in connection with such proceeding upon receipt of (i) any affirmation by Agent that may be required by the Bylaws or the Code and (ii) an undertaking by or on behalf of Agent to repay said amounts if it shall be determined ultimately that Agent is not entitled to be indemnified under the provisions of this Agreement, the Bylaws, the Code or otherwise. 9. ENFORCEMENT. Any right to indemnification or advances granted by this Agreement to Agent shall be enforceable by or on behalf of Agent in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Agent, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under Section 3 hereof (other than an action brought to enforce a claim for expenses pursuant to Section 8 hereof, provided that the required affirmation and undertaking has been tendered to the Corporation) that Agent is not entitled to indemnification because of the limitations set forth in Section 4 hereof. 10. SUBROGATION. In the event of payment under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Agent, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Corporation effectively to bring suit to enforce such rights. 11. NON-EXCLUSIVITY OF RIGHTS. The rights conferred on Agent by this Agreement shall not be exclusive of any other right which Agent may have or hereafter acquire under any statute, provision of the Corporation's Articles of Incorporation or Bylaws, agreement, vote of stockholders or directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding office. 12. SURVIVAL OF RIGHTS. The rights conferred on Agent by this Agreement shall continue after Agent has ceased to provide the services contemplated in Section 1 hereof and shall inure to the benefit of Agent's heirs, executors and administrators. 13. SEPARABILITY. Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others, so that if any provision hereof shall be held to be invalid for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions hereof. Furthermore, if this Agreement shall be invalidated 4. in its entirety on any ground, then the Corporation shall nevertheless indemnify Agent to the fullest extent provided by the Bylaws, the Code or any other applicable law. 14. GOVERNING LAW. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Colorado. 15. AMENDMENT AND TERMINATION. No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto. 16. IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute but one and the same Agreement. Only one such counterpart need be produced to evidence the existence of this Agreement. 17. HEADINGS. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof. 18. NOTICES. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) upon delivery if delivered by hand to the party to whom such communication was directed or (ii) upon the third business day after the date on which such communication was mailed if mailed by certified or registered mail with postage prepaid: (a) If to Agent, at the address indicated on the signature page hereof. (b) If to the Corporation, to: Vari-L Company, Inc. 4895 Peoria Street Denver, Colorado 80239 or to such other address as may have been furnished to Agent by the Corporation. 5. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written. VARI-L COMPANY, INC. By ------------------------------------------- Title: --------------------------------------- AGENT --------------------------------------------- Address: --------------------------------------------- --------------------------------------------- 6. EX-10.2 5 d05217exv10w2.txt EX-10.2 SUBLEASE AGREEMENT DATED MARCH 31, 2003 SUBLEASE This Sublease (this "SUBLEASE") is entered into between Vari-L Company, Inc., a Colorado corporation ("SUBLESSOR") and Olin Acquisition Corporation, a Delaware corporation ("SUBLESSEE") as of March 31, 2003. 1. SUBLEASED PREMISES. Sublessor hereby subleases to Sublessee, upon the terms and conditions set forth herein, certain premises (the "SUBLEASED PREMISES") consisting of the entire premises leased by Sublessor pursuant to that certain lease dated July 1, 1992 (the "MASTER LEASE"), between Kenneth L. Bettenhausen and Jean M. Bettenhausen, as landlord (the "MASTER LESSOR"), and Sublessor, as tenant, with respect to premises located at 11101 E. 51st Avenue, Denver, Colorado. A true, correct and complete copy of the Master Lease is attached hereto as EXHIBIT A. In connection with its use of the Subleased Premises, Sublessee shall also have the non-exclusive right to use the areas described in the Master Lease as common or shared areas. 2. TERM. The term of this Sublease shall commence on the "CLOSING" as defined in Section 1.1 of that certain Asset Purchase Agreement, dated December 2, 2002, by and among Sirenza Microdevices, Inc., Olin Acquisition Corporation and Vari-L Company, Inc. (the "APA"), provided Sublessor has theretofore obtained the consent of Master Lessor (the "COMMENCEMENT DATE"). The term, subject to the earlier termination of the Master Lease or the sooner termination of this Sublease pursuant to its terms, shall continue until June 30, 2003 (the "TERMINATION DATE"). Sublessor will obtain the written consent of Master Lessor to this Sublease in the form attached hereto as EXHIBIT B or other form acceptable to Master Lessor, and reasonably acceptable to Sublessor and Sublessee. Sublessee shall cooperate with Sublessor in obtaining the written consent to the Sublease by Master Lessor. 3. SUBLEASE RENT AND DEPOSIT. (a) BASE RENT. Sublessee shall pay Sublessor as rent for the Subleased Premises ("BASE RENT") for each month during the period from the Commencement Date to and including the Termination Date, the base rent payable under the Master Lease. The first installment of Base Rent shall be due and payable on the Commencement Date and on the first (1st) day of each month thereafter. Base Rent shall be paid without any deduction or offset and without prior notice or demand, at the address indicated by Sublessor from time to time. The Base Rent for any period which is for less than one (1) month of the Term shall be prorated. (b) ADDITIONAL RENT. In addition to Base Rent, Sublessee shall also pay to Sublessor the entirety of all other costs payable by Sublessor under the Master Lease, except for any costs for services, repairs or maintenance which are not made at the request or for the benefit of Sublessee ("ADDITIONAL RENT"). In addition, at all times during the term of this Sublease, Sublessor shall maintain direct contracts, in Sublessor's own name, with the relevant utility provider, for the provision of any utilities to the Premises, including, without limitation, for utilities such as electricity, water and heating. Sublessor shall invoice Sublessee for the costs of the utilities provided under such contracts, and Sublessee shall pay such amounts as Additional Rent pursuant to the terms of this Section 3.(b). Additional Rent shall be payable to Sublessor as and when payments are due from Sublessor pursuant to the Master Lease, but at least five (5) business days prior to the date Sublessor must pay such amounts to Master Lessor. Sublessee 1. shall further pay to Sublessor as Additional Rent any costs and expenses applicable to the Sublease Premises which are paid directly by Sublessor, including, but not limited to, utilities, personal property taxes and real property taxes; provided, however, that Sublessee shall have no obligation with respect to any of such costs which are incurred solely for the benefit of Sublessor. Base Rent and Additional Rent hereinafter collectively shall be referred to as "RENT." Sublessee shall be entitled to, and benefit from, any rental abatement granted Sublessor under the Master Lease for whatever reason to the extent that such abatement relates to the Subleased Premises and the term of this Sublease. 4. USE; COMPLIANCE WITH LAWS; RULES. Sublessee may use the Subleased Premises only for the uses set forth in the Master Lease. Sublessee shall promptly observe and comply with all laws with respect to Sublessee's use of the Subleased Premises; provided, however, that Sublessee shall not be required to comply with any laws requiring the construction of alterations in the Subleased Premises, unless due to Sublessee's particular use of the Subleased Premises as distinct from the uses of the Subleased Premises prior to the Commencement Date or required due to any alterations, additions or improvements made or proposed by Sublessee. Sublessee shall not do or permit anything to be done in, about or with respect to the Subleased Premises which would (a) injure the Subleased Premises, (b) vibrate, shake, overload, or impair the efficient operation of the Premises or the building systems located therein or (c) otherwise violate the Master Lease. 5. INSURANCE. In the event Master Lessor requires Sublessee to do so, Sublessee shall obtain and keep in full force and effect during the term of this Sublease, at Sublessee's sole cost, the insurance that Sublessor is required to maintain as "tenant" under the Master Lease, and such policies shall name each Sublessor and Master Lessor as an "additional insured." Upon request, Sublessee shall promptly deliver certificates evidencing such insurance to Sublessor and/or Master Lessor. 6. TAXES. Sublessee shall pay before delinquency all taxes imposed against Sublessee's personal property in the Subleased Premises allocable to the term of this Sublease. 7. SUBROGATION. The waiver of subrogation provisions set forth in the Master Lease shall be deemed a three-party agreement binding among and inuring to the benefit of Sublessee, Sublessor and Master Landlord, by reason of its consent to this Sublease. 8. INDEMNITY. Each party shall defend, indemnify, protect and hold harmless the other from and against any and all liability, loss, claim, damage and cost (including attorneys' fees) to the extent due to the negligence or willful misconduct of the indemnifying party or its agents, employees or contractors or the indemnifying party's violation of the terms of this Sublease. This indemnification shall survive the termination of this Sublease. 9. HAZARDOUS MATERIALS. Sublessee shall not, without the prior written consent of Sublessor and Master Lessor, use, store, transport or dispose of any Hazardous Material in or about the Subleased Premises, except for Hazardous Materials of a type and in amounts used by Sublessor in the Premises prior to the Commencement Date. In the event Sublessee is using Hazardous Materials at the Subleased Premises, Sublessee, at its sole cost, shall comply with all laws relating to its use of Hazardous Materials and any provisions of the Master Lease pertaining 2. to Hazardous Materials. If Hazardous Materials stored, used, disposed of, or released on or about the Subleased Premises by Sublessee or its agents or employees result in contamination of the Subleased Premises or the water or soil thereunder, then Sublessee shall promptly take any and all action necessary to clean up such contamination as required by law and any other action specified under the Master Lease. Except as otherwise set forth in the APA, Sublessee shall indemnify, defend, protect and hold Sublessor and Master Lessor and each of their officers, directors, employees, successors and assigns harmless from and against, all losses, damages, claims, costs and liabilities, including attorneys' fees and costs, arising out of Sublessee's use, discharge, disposal, storage, transport, release or emission of Hazardous Materials on or about the Premises during the term of this Sublease. Unless otherwise defined in the Master Lease, "HAZARDOUS MATERIALS" shall mean any material or substance that is now or hereafter designated by any applicable governmental authority to be, or regulated by any applicable governmental authority as, radioactive, toxic, hazardous or otherwise a danger to health, reproduction or the environment. 10. REPAIRS. Sublessor shall deliver the Subleased Premises to Sublessee in its current, "as is" condition. Sublessee agrees that (i) Sublessor has made no representation or warranty of any kind or nature respecting the Sublease Premises, their condition or suitability for Sublessee's use, except as set forth in the APA, and (ii) Sublessee agrees to accept the Subleased Premises in "as is" condition, without any obligation on the part of Sublessor to modify, improve or otherwise prepare the Sublease Premises for Sublessee's occupancy. Sublessor shall continue to perform the repairs and maintenance obligations required of the Tenant under the Master Lease, and except where caused by the negligence or willful misconduct of Sublessor, any costs of such repairs and maintenance shall be paid by Sublessee to Sublessor as Additional Rent. 11. ALTERATIONS. No alterations or improvements shall be made to the Subleased Premises without the prior written consent of Sublessor and Master Lessor in accordance with the provisions of the Master Lease. 12. Intentionally omitted. 13. LIEN; SECURITY INTEREST. Sublessor shall have no security interest or lien on any item of Sublessee's trade fixtures, furniture, equipment and other personal property ("SUBLESSEE'S PROPERTY"). Within ten (10) days after Sublessee's request, Sublessor shall execute documents reasonably acceptable to both parties to evidence Sublessor's waiver of any right, title, lien, or interest in Sublessee's Property. Sublessor waives any right of distraint, distress for rent or "landlord's lien" that may arise at law. 14. CASUALTY; CONDEMNATION. If all or any part of the Subleased Premises is taken by the exercise of the power of eminent domain or a voluntary transfer in lieu thereof (a "CONDEMNATION") or damaged due to any peril ("CASUALTY"), this Sublease shall terminate to the extent the Master Lease terminates with respect to the part of the Subleased Premises so taken or damaged. In addition, to the extent that the Master Lease gives Sublessor any right to terminate the Master Lease in the event of a casualty or condemnation affecting the Premises, Sublessor shall be entitled to exercise or not exercise such right in its sole and absolute discretion, and in such event, Sublessor shall concurrently notify Sublessee of such election. If this Sublease is not terminated following a Condemnation or Casualty, Sublessor shall make or use reasonable 3. efforts to cause Master Lessor to make all repairs and alterations that are reasonably necessary to restore that portion of the Subleased Premises so taken or damaged, and Rent shall be reduced to the extent Sublessor's rent under the Master Lease is abated with respect to such Condemnation of the Subleased Premises or Casualty affecting the Subleased Premises. All Condemnation proceeds shall be shared with Sublessee to the extent applicable to the Subleased Premises and Sublessee's share of the Shared Areas. 15. ASSIGNMENT AND SUBLETTING. Sublessee may not assign this Sublease, sublet the Subleased Premises or permit any use of the Subleased Premises by another party (collectively, "TRANSFER"), without the prior written consent of Sublessor, which consent may not be unreasonably withheld, and the prior written consent of Master Lessor in accordance with terms of the Master Lease. Sublessor's consent to one Transfer shall not constitute consent to a subsequent transfer. Notwithstanding the foregoing, so long as Sirenza Microdevices, Inc. continues to guaranty Sublessee's performance of its obligations under this Sublease in accordance with the Guaranty (defined below), Sublessee may, without Sublessor's prior written consent (but only after obtaining Master Lessor's consent to the extent required under the Master Lease) and without constituting an assignment or sublease hereunder, sublet the entirety of the Subleased Premises or assign the Sublease to (a) an entity controlling, controlled by or under common control with Sublessee, (b) a successor entity related to Sublessee by merger, consolidation, or nonbankruptcy reorganization, or (c) a purchaser of substantially all of Sublessee's assets located in the Subleased Premises. Subject to the conditions contained in the immediately preceding sentence, a sale or transfer of Sublessee's capital stock shall not be deemed an assignment, subletting or any other transfer of the Sublease or the Subleased Premises. 16. DEFAULT. Sublessee shall be in default of its obligations under this Sublease if any of the following events occur: (a) Sublessee fails to pay any Rent within five (5) days of when due; (b) Sublessee fails to perform any term, covenant or condition of this Sublease (except those requiring payment of Rent) and fails to cure such breach within the time frame specified in this Sublease, or the Master Lease with respect to those provisions incorporated by reference herein; or (c) Sublessee commits any other act or omission which constitutes a default under the Master Lease, which has not been cured after delivery of any written notice and passage of any applicable grace period provided in the Master Lease. 17. REMEDIES. In the event of any default by Sublessee, Sublessor shall have the remedies provided in the Master Lease. 18. RIGHT TO CURE DEFAULTS. If Sublessee fails to pay any sum of money due hereunder, or fails to perform any other act on its part to be performed hereunder, then Sublessor may, but shall not be obligated to, after passage of any applicable notice and cure periods (except in the case of an emergency, in which case no cure period is required), make such payment or perform such act. All such sums paid, and all reasonable costs and expenses of performing any such act, shall be deemed Additional Rent payable by Sublessee to Sublessor upon demand. 19. SURRENDER; HOLDOVER. Prior to expiration of this Sublease, Sublessee shall remove all of its personal property and shall surrender the Subleased Premises to Sublessor broom clean, in the same condition as exists on the Commencement Date, reasonable wear and 4. tear, alterations that may be surrendered hereunder, casualty, condemnation, and Hazardous Materials (except those for which Sublessee is responsible under Section 9 of this Sublease or any applicable provision of the Master Lease), excepted. If the Subleased Premises are not so surrendered, then Sublessee shall be liable to Sublessor for all reasonable costs actually incurred by Sublessor as a result of such failure by Sublessee. In the event that Sublessee does not surrender the Subleased Premises upon the expiration or earlier termination of this Sublease as to the Subleased Premises as required above, Sublessee shall pay Sublessor holdover Base Rent in an amount equal to the holdover rent specified in the Master Lease. 20. ESTOPPEL CERTIFICATES. Within ten (10) calendar days after receipt of written demand by either party, the other party shall execute and deliver to the requesting party an estoppel certificate (a) certifying that this Sublease is unmodified and in full force and effect or, if modified, the nature of such modification; (b) acknowledging, to the best of the responding party's knowledge, that there are no uncured defaults on the part of the requesting party; and (c) certifying such other information as is reasonably required by the requesting party. 21. SUBORDINATION. This Sublease is subject and subordinate to all present and future ground leases, underlying leases, mortgages, deeds of trust or other encumbrances, and all renewals, modifications and replacements thereof affecting any portion of the Subleased Premises. 22. RIGHT OF ENTRY. Sublessor shall have the same right of entry into the Subleased Premises as the Master Lessor under the Master Lease. 23. LATE CHARGE. If Sublessee fails to pay to Sublessor any amount due hereunder within five (5) days of when due, Sublessee shall pay Sublessor upon demand a late charge equal to the amount of any late charge which is specified under the Master Lease. In addition, Sublessee shall pay to Sublessor interest on all amounts due, at the rate interest specified in the Master Lease from the due date to and including the date of the payment. 24. NOTICES. Any notice given under this Sublease shall be in writing and shall be hand delivered or mailed (by certified mail, return receipt requested, postage prepaid, or by overnight delivery), addressed as follows: (a) if to Sublessee: 522 Almanor Avenue, Sunnyvale, CA 94085, Attn.: Chief Financial Officer, with a copy to Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road Palo Alto, CA 94304, Attn: Steven V. Bernard and (b) if to Sublessor: 4895 Peoria St. Denver, CO 80239, Attn.: Chief Financial Officer, with a copy to Cooley Godward LLP, 380 Interlocken Crescent, Suite 900, Broomfield, CO 80021, Attn: James Linfield. Any notice shall be deemed to have been given when hand delivered or, if mailed, three (3) business days after mailing. 25. EFFECT OF CONVEYANCE. As used in this Sublease, the term "SUBLESSOR" means the holder of a leasehold interest in the Premises pursuant to the Master Lease. In the event of any assignment or transfer of the Premises by Sublessor, then Sublessor, upon the transferee's assumption, in writing, of Sublessor's obligations under this Sublease and the Master Lease, shall be and hereby is entirely relieved of all covenants and obligations of Sublessor as to the Subleased Premises accruing after the date of such transfer, and it shall be deemed and construed 5. that any transferee has assumed and shall carry out all covenants and obligations thereafter to be performed by Sublessor hereunder. 26. PARKING. Sublessee shall have the right to use throughout the Term all of the parking spaces, if any, available to Sublessor in the parking lot for the Premises. 27. SIGNAGE. Subject to the consent of Master Lessor, if required under the Master Lease, Sublessee shall have the right to use, install and maintain, at Sublessee's expense, all signage that Sublessor is permitted to display pursuant to the terms of the Master Lease. 28. ADDITIONAL PROVISIONS. The following additional provisions shall apply: (a) if the Master Lease terminates for any reason, this Sublease shall terminate concurrently therewith as to the Subleased Premises; (b) Sublessee shall also have the non-exclusive right to use the common areas outside the Premises that Sublessor has the right to use under the Master Lease; (c) Sublessor, with respect to the obligations of Master Lessor under the Master Lease, shall request Master Lessor in writing to perform such obligations as and when requested to do so by Sublessee, and to use Sublessor's reasonable efforts to obtain Master Lessor's performance; (d) Sublessee shall comply with all restrictions set forth in the Master Lease and all rules and regulations promulgated from time to time by Master Lessor; (e) except as expressly set forth in this Sublease, Sublessee shall obtain the prior written consent of Sublessor and Master Lessor with respect to any act which, if performed by Sublessor, would require Master Lessor's approval under the Master Lease, and the consent of Sublessor may be withheld if Master Lessor's consent is not obtained; and (f) this Sublease shall be at all times subject and subordinate to the Master Lease. 29. SUBLESSOR'S REPRESENTATIONS AND WARRANTIES. Sublessor represents and warrants that (i) the Master Lease is in full force and effect, and there exists under the Master Lease no default or event of default by either Sublessor, or to the best of Sublessor's actual knowledge, Master Lessor, nor has there occurred any event which, with the giving of notice or the passage of time or both, could constitute such a default or event of default; and (ii) a true, correct and complete copy of the Master Lease is attached hereto as EXHIBIT A. 30. CONSENT OF MASTER LESSOR AND SUBLESSOR. If Sublessee desires to take any action which requires the consent or approval of Sublessor pursuant to the terms of this Sublease, prior to taking such action, including, without limitation, making any alterations, then, notwithstanding anything to the contrary herein, (a) Sublessor shall have the same rights of approval or disapproval as Master Lessor has under the Master Lease, and (b) Sublessee shall not take any such action until it obtains the consent of Sublessor and Master Lessor, as may be required under this Sublease or the Master Lease. This Sublease shall not be effective unless and until any required written consent of the Master Lessor shall have been obtained. 31. AMENDMENT. This Sublease may not be amended except by the written agreement of all parties hereto. 32. BROKERS. Each party hereto hereby represents and warrants that it has dealt with no broker in connection with this Sublease and the transactions contemplated herein. Each party shall indemnify, protect, defend and hold harmless the other from all costs and expenses 6. (including reasonable attorneys' fees) arising from or relating to a breach of the foregoing representation and warranty. 33. GUARANTY. Sirenza Microdevices, Inc. shall guaranty the performance and payment obligations of Sublessee under this Sublease. Upon the mutual execution of this Sublease, Sirenza Microdevices, Inc. shall execute a guaranty of sublease in the form of EXHIBIT C attached hereto and made a part hereof (the "GUARANTY"). 34. MISCELLANEOUS. This Sublease shall in all respects be governed by and construed in accordance with the laws of the jurisdiction in which the Subleased Premises are located. If any term of this Sublease is held to be invalid or unenforceable by any court of competent jurisdiction, then the remainder of this Sublease shall remain in full force and effect to the fullest extent possible under the law, and shall not be affected or impaired. Time is of the essence with respect to the performance of every provision of this Sublease in which time of performance is a factor. Any executed copy of this Sublease shall be deemed an original for all purposes. This Sublease shall, subject to the provisions regarding assignment and subletting, apply to and bind the respective heirs, successors, executors, administrators and assigns of Sublessor and Sublessee. The language in all parts of this Sublease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Sublessor or Sublessee. The captions used in this Sublease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. When a party is required to do something by this Sublease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. If either party brings any action or legal proceeding with respect to this Sublease, the prevailing party shall be entitled to recover reasonable attorneys' and experts' fees and court costs. This Sublease may be executed in counterparts. 7. IN WITNESS WHEREOF, the parties have executed this Sublease as of the day first above written. SUBLESSOR: SUBLESSEE: Vari-L Company, Inc., Olin Acquisition Corporation, a Colorado corporation a Delaware corporation By: /s/ CHARLES R. BLAND By: /s/ THOMAS J. SCANNELL ----------------------------- -------------------------------------- Name: Charles R. Bland Name: Thomas J. Scannell --------------------------- ------------------------------------ Its: Chief Executive Officer Its: President ---------------------------- ------------------------------------- 8. EXHIBIT A MASTER LEASE EXHIBIT B CONSENT TO SUBLEASE Master Lessor hereby acknowledges receipt of a copy of that certain sublease between Vari-L Corporation, as sublessor ("SUBLESSOR") and Olin Acquisition Corporation as sublessee ("SUBLESSEE"), dated March 31, 2003 (the "SUBLEASE") concerning those premises located at 11101 E. 51st Avenue, Denver, Colorado, (the "SUBLEASED PREMISES"), and Master Lessor hereby consents to all of the terms and conditions thereof. All capitalized terms used herein that are not specifically defined herein shall have the meaning ascribed to them in the Sublease. Master Lessor further agrees that, notwithstanding anything to the contrary in the Master Lease: 1. NOTICE. Master Lessor shall deliver to Sublessee, at the same time and in the same manner as delivered to Sublessor, a copy of any notice required to be delivered to Sublessor under the Master Lease. 2. RIGHT TO CURE. In the event that Sublessor defaults in the performance or observance of any of Sublessor's obligations under the Master Lease, Master Lessor agrees that Sublessee shall have the right, but not the obligation, on behalf of Sublessor to cure any default, of which Sublessee has notice, within the time available to Sublessor to cure any such default under the Master Lease, and Master Lessor shall accept such cure from Sublessee. In addition, Sublessee shall have the right to pay directly to Master Lessor all rent and other sums owing by Sublessee to Sublessor under the Sublease which are also owed by Sublessor to Master Lessor under the Master Lease if (i) Sublessee reasonably believes that Sublessor has failed to make any payment required to be made by Sublessor to Master Lessor under the Master Lease and Sublessor fails to provide adequate proof of payment within two (2) business days after Sublessee's written demand requesting such proof, or (ii) Sublessee reasonably believes that Sublessor will fail to make any payment required to be made by Sublessor to Master Lessor under the Master Lease and Sublessor fails to provide assurance of future performance in form reasonably satisfactory to Sublessee within two (2) business days after Sublessee's written demand requesting such assurance. Any sums paid directly by Sublessee to Master Lessor in accordance with this paragraph shall be credited toward the amounts payable by Sublessee to Sublessor under the Sublease. In the event Sublessee tenders payment directly to Master Lessor in accordance with this paragraph and Master Lessor refuses to accept such payment, Sublessee shall have the right to deposit such funds in an account with a national bank for the benefit of Master Lessor and Sublessor, and the deposit of such funds in such an account shall discharge Sublessee's obligation under this Sublease to make the payment in question. 3. NON-DISTURBANCE. If the Master Lease terminates prior to expiration of the term of the Sublease for any reason other than as a result of Master Lessor's right to terminate the Master Lease for casualty or condemnation as provided in the Master Lease, then Master Lessor covenants and agrees that this Sublease shall continue in full force and effect, at Sublessee's option, as a direct lease between Master Lessor and Sublessee upon all of the terms, covenants and conditions of the Sublease, and Master Lessor shall recognize Sublessee's right to possession of the Subleased Premises as provided in the Sublease and shall not disturb Sublessee's right to possession so long as Sublessee is not in default under the Sublease beyond the period provided for the cure of any such default. 2. 4. ASSIGNMENT AND SUBLETTING. Sublessee may, without Master Lessor's prior written consent and without payment of any amount to Master Lessor, sublet the Subleased Premises or assign the Sublease to (i) an entity, controlling, controlled by, or under common control with Sublessee, (ii) a successor entity related to Sublessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (iii) a purchaser of substantially all of Sublessee's assets located at the Subleased Premises. Neither the sale or transfer of Sublessee's capital stock shall be deemed an assignment, subletting, or other transfer of the Sublease or the Subleased Premises. 5. WAIVER OF SUBROGATION. Notwithstanding anything to the contrary contained in the Sublease or the Master Lease, Master Lessor and Sublessee each release the other and their respective agents, employees, successors, assignees and subtenants from all liability for injury to any person or damage to any property that is caused by or results from a risk which is actually insured against, which is required to be insured against under the Master Lease or the Sublease, or which would normally be covered by "all risk" property insurance, without regard to the negligence or willful misconduct of the person or entity so released. 6. HAZARDOUS MATERIALS. To Master Lessor's best knowledge, (i) no Hazardous Materials, as defined in the Sublease, are present in the Premises or at the property where the Premises is situated (the "PROJECT"), (ii) no underground storage tanks are present at the Premises or at the property where the Premises is situated, and (iii) no action, proceeding or claim is pending or threatened regarding the Premises or at the property where the Premises is situated concerning any Hazardous Materials or pursuant to any environmental law. Under no circumstance shall Sublessee be liable for, and Master Lessor shall indemnify, defend and hold harmless Sublessee, its shareholders, directors, agents, representatives, successors, subtenants and assigns from and against, all losses, costs, claims, liabilities, and damages (including reasonable attorneys' fees) directly or indirectly arising in connection with any Hazardous Materials present at any time on or about the Project or the violation of any environmental laws, except to the extent that any of the foregoing actually results from the release of Hazardous Materials by Sublessee or its agents in violation of environmental laws and regulations. 7. LIEN; SECURITY INTEREST. Master Lessor shall have no security interest or lien on any item of Sublessee's trade fixtures, furniture, equipment and other personal property ("SUBLESSEE'S PROPERTY"). Within ten (10) days after Sublessee's request, Master Lessor shall execute documents reasonably acceptable to both parties to evidence Master Lessor's waiver of any right, title, lien, or interest in Sublessee's Property. Master Lessor waives any right of distraint, distress for rent or "landlord's lien" that may arise at law. 8. PARKING. Master Lessor acknowledges that Sublessee is entitled all of the parking spaces in the parking lot serving the Subleased Premises. 9. Intentionally omitted. 10. Intentionally omitted. 3. 11. CONSENTS. Whenever the consent or approval of Master Lessor is required with respect to the Sublease or the Subleased Premises, such consent or approval shall not be unreasonably withheld or delayed. 4. This consent shall be binding upon any successors, assigns or other transferees of Master Lessor's or Sublessor's interests under the Master Lease or of Sublessee's pr Sublessor's interests under the Sublease. IN WITNESS WHEREOF, the undersigned have executed this Consent to Sublease as of the 31st day of March, 2003. MASTER LESSOR: SUBLESSOR: Kenneth L. Bettenhausen VARI-L CORPORATION By: /s/ KENNETH L. BETTENHAUSEN By: /s/ CHARLES R. BLAND ------------------------------ ------------------------------ Name: Kenneth L. Bettenhausen Name: Charles R. Bland ---------------------------- ---------------------------- Jean M. Bettenhausen Its: Chief Executive Officer ----------------------------- By: /s/ JEAN M. BETTENHAUSEN ------------------------------ Name: Jean M. Bettenhausen ----------------------------- SUBLESSEE: Olin Acquisition Corporation, a Delaware corporation By: /s/ THOMAS J. SCANNELL ------------------------------ Name: Thomas J. Scannell ---------------------------- Its: President ----------------------------- 5. EXHIBIT C GUARANTY IN CONSIDERATION OF, and as an inducement to, Vari-L Company, Inc., a Colorado corporation ("Sublessor"), to enter into that certain Sublease dated of even date herewith (the "Sublease") with Olin Acquisition Corp., a Delaware corporation ("Sublessee"), with respect to the Subleased Premises described more particularly in the Sublease (the "Premises"), the undersigned Guarantor has executed and delivered this Guaranty as of this 31st day of March, 2003. Guarantor acknowledges that the current Sublessee under the Sublease is a wholly-owned subsidiary of Guarantor, that Sublessor would not enter into the Sublease without this Guaranty, that without this Guaranty Sublessor could elect not to enter into the Sublease, and that entering into the Sublease is in the best interests of Sublessee and will benefit Sublessee and therefore that Guarantor will benefit from Sublessor's entering into the Sublease with Sublessee. 1. Guarantor hereby guarantees to Sublessor, its successors and assigns the full and prompt payment of the Rent (as defined in the Sublease) and all other sums and charges payable by Sublessee, its successors and assigns, under the Sublease, and further hereby guarantees the full and timely performance and observance of all the covenants, terms, conditions and agreements therein provided to be performed or observed by Sublessee, its successors and assigns. Guarantor hereby covenants and agrees to and with Sublessor, its successors and assigns, that if default (beyond applicable notice and cure periods) shall at any time be made by Sublessee, its successors and assigns, in the payment of any such Rent and any and all such other sums and charges, or in the performance and observance of any of the covenants, terms, conditions or agreements contained in the Sublease, Guarantor shall, within five (5) business days after written notice to Guarantor, forthwith pay such Rent and other sums and charges, and any arrears thereof, to Sublessor, its successors and assigns, and shall forthwith faithfully perform and fulfill all of such terms, covenants, conditions and agreements, or, with respect to non-monetary defaults only, if the cure of such defaults cannot reasonably be accomplished within such five (5) business day period, Guarantor shall (within such period) commence the cure and shall diligently pursue such cure to completion. Guarantor shall also forthwith pay to Sublessor all reasonable attorneys' fees and disbursements payable by Sublessee under the Sublease or incurred by Sublessor in the enforcement of this Guaranty. Sublessor shall accept Guarantor's payment of such Rent and other sums and charges due under the Sublease and this Guaranty and Guarantor's performance of Sublessee's obligations under the Sublease as a cure of Sublessee's failure to make such payment or perform such obligation in the manner required under the Sublease. 2. This Guaranty is an absolute and unconditional guaranty of payment and of performance. The obligations of Guarantor are independent of the obligations of Sublessee. This Guaranty shall be enforceable against Guarantor without the necessity of any suit or proceedings on Sublessor's part of any kind or nature whatsoever against Sublessee, its successors and assigns, and without the necessity of any notice of nonpayment, nonperformance or nonobservance, except as specifically provided above or, with respect to the Sublease, as provided in the Sublease, or any notice of acceptance of this Guaranty, or any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives. Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations 6. of Guarantor hereunder shall in nowise be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Sublessor against Sublessee, or against Sublessee's successors and assigns, of any of the rights or remedies reserved to Sublessor pursuant to the provisions of the Sublease or by relief of Sublessee from any of Sublessee's obligations under the Sublease or otherwise by (a) the release or discharge of Sublessee in any creditors' proceedings, receivership, bankruptcy or other proceedings, (b) the impairment, limitation or modification of the liability of Sublessee or the estate of Sublessee in bankruptcy, or of any remedy for the enforcement of Sublessee's liability under the Sublease, resulting from the operation of any present or future provision of the United States Bankruptcy Code, or (c) the rejection or disaffirmance of the Sublease in any such proceedings. 3. This Guaranty shall be a continuing guaranty and the liability of Guarantor shall in no way be affected, modified or diminished by reason of any assignment, amendment, renewal, supplement, modification or extension of the Sublease or by reason of any modification or waiver of or change in any of the terms, covenants, conditions or provisions of the Sublease, or by reason of any extension of time that may be granted by Sublessor to Sublessee, its successors or assigns or a changed or different use of the Premises consented to in writing by Sublessor, or by reason of any dealings or transactions or matters or things occurring between Sublessor and Sublessee, its successors or assigns, whether or not notice thereof is given to Guarantor. 4. Sublessor's consent to any assignment or assignments, and successive assignments by Sublessee and Sublessee's assigns of the Sublease, made either with or without notice to Guarantor, shall in no manner whatsoever release Guarantor from any liability as Guarantor. 5. The assignment by Sublessor of the Sublease and/or the avails and proceeds thereof made either with or without notice to Guarantor shall in no manner whatsoever release Guarantor from any liability as Guarantor. Sublessor may without notice to Guarantor assign this Guaranty. 6. All of Sublessor's rights and remedies under the Sublease or under this Guaranty are intended to be distinct, separate and cumulative, and no such right and remedy therein or herein mentioned is intended to be in exclusion of or a waiver of any of the others. The obligation of Guarantor hereunder shall not be released by Sublessor's receipt, application or release of security given for the performance and observance of covenants and conditions required to be performed and observed by Sublessee under the Sublease, nor shall Guarantor be released by the maintenance of or execution upon any lien which Sublessor may have or assert against Sublessee and/or Sublessee's assets. 7. Until all the covenants and conditions in the Sublease on Sublessee's part to be performed and observed are fully performed and observed, Guarantor (a) shall have no right of subrogation against Sublessee by reason of any payments or acts of performance by Guarantor in compliance with the obligations of Guarantor hereunder and (b) waives any right to enforce any remedy which Guarantor now or hereafter shall have against Sublessee by reason of any one or more payment or acts of performance in compliance with the obligations of Guarantor hereunder. 7. 8. Guarantor hereby agrees that this Guaranty shall be governed by the laws of the State of Colorado. 9. All notices and demands which Sublessor is required to give or may elect to give to Guarantor, shall be in writing and shall comply with the procedures set forth in the Sublease and addressed as set forth below. 8. IN WITNESS WHEREOF, the undersigned Guarantor has executed this Guaranty as of the date set forth below. GUARANTOR: SIRENZA MICRODEVICES, INC., a Delaware corporation By: /s/ THOMAS J. SCANNELL ------------------------------ Name: Thomas J. Scannell ---------------------------- Its: VP Finance & CFO ----------------------------- Date: 3/26/03 ---------------------------- Address for notices and service of process: SIRENZA MICRODEVICES, INC. 522 Almanor Avenue Sunnyvale, CA 94085 Attn: Chief Financial Officer Telephone: (408) 616-5400 Telecopier: (408) 739-0970 With a copy to: Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, CA 94304 Attention: Steven V. Bernard Telephone No.: 650-493-9300 Facsimile No.: 650-493-6811 9. EX-10.3 6 d05217exv10w3.txt EX-10.3 SUBLEASE AGREEMENT DATED MARCH 31, 2003 EXHIBIT 10.3 SUBLEASE This Sublease (this "SUBLEASE") is entered into between Vari-L Company, Inc., a Colorado corporation ("SUBLESSOR") and Olin Acquisition Corporation, a Delaware corporation ("SUBLESSEE") as of March 31, 2003. 1. SUBLEASED PREMISES. Sublessor hereby subleases to Sublessee, upon the terms and conditions set forth herein, certain premises (the "SUBLEASED PREMISES") consisting of the entire premises leased by Sublessor pursuant to that certain Lease Agreement, as amended by that certain Amendment to Lease Agreement, dated December 6, 1990, by that certain Second Amendment to Lease Agreement, dated March 23, 1993 and by that certain Third Amendment to Lease Agreement, dated October 30, 1998 (as amended, the "MASTER LEASE"), between J.C. Enterprises, as landlord (the "MASTER LESSOR"), and Sublessor, as tenant, with respect to premises located at 5165 Peoria Street, Denver, Colorado. A true, correct and complete copy of the Master Lease is attached hereto as EXHIBIT A. In connection with its use of the Subleased Premises, Sublessee shall also have the non-exclusive right to use the areas described in the Master Lease as common or shared areas. 2. TERM. The term of this Sublease ("Term") shall commence on the "CLOSING" as defined in Section 1.1 of that certain Asset Purchase Agreement, dated December 2, 2002, by and among Sirenza Microdevices, Inc., Olin Acquisition Corporation and Vari-L Company, Inc. (the "APA"), provided Sublessor has theretofore obtained the consent of Master Lessor (the "COMMENCEMENT DATE"). The Term, subject to the earlier termination of the Master Lease or the sooner termination of this Sublease pursuant to its terms, shall continue until June 30, 2003 (the "TERMINATION DATE"). Sublessor will obtain the written consent of Master Lessor to this Sublease in the form attached hereto as EXHIBIT B or other form acceptable to Master Lessor, and reasonably acceptable to Sublessor and Sublessee. Sublessee shall cooperate with Sublessor in obtaining the written consent to the Sublease by Master Lessor. 3. Sublease Rent and Deposit. (a) BASE RENT. Sublessee shall pay directly to Master Lessor, with a copy to Sublessor, as rent for the Subleased Premises ("BASE RENT") for each month during the period from the Commencement Date to and including the Termination Date, the base rent payable under the Master Lease. The first installment of Base Rent shall be due and payable on the Commencement Date and each additional installment of Base Rent shall be due and payable on the first (1st) day of each month thereafter. Base Rent shall be paid without any deduction or offset and without prior notice or demand, at the address indicated by Sublessor from time to time. The Base Rent for any period which is for less than one (1) month of the Term shall be prorated. (b) ADDITIONAL RENT. In addition to Base Rent, Sublessee shall also pay directly to Master Lessor, with a copy to Sublessor, the entirety of all other costs payable by Sublessor under the Master Lease, except for any costs for services, repairs or maintenance which are not made at the request or for the benefit of Sublessee ("ADDITIONAL RENT"). In addition, at all times during the Term of this Sublease, Sublessor shall maintain direct contracts, in Sublessor's own name, with the relevant utility provider, for the provision of any utilities to 1. the Subleased Premises, including, without limitation, for utilities such as electricity, water and heating. Sublessor shall invoice Sublessee for the costs of the utilities provided under such contracts, and Sublessee shall pay to Sublessor such amounts as Additional Rent pursuant to the terms of this Section 3.(b). Additional Rent shall be payable to Master Lessor, except for those payments that are expressly due to Sublessor hereunder, which shall be due at least five (5) business days prior to the date Sublessor must pay such amounts to Master Lessor. Sublessee shall further pay to Sublessor as Additional Rent any costs and expenses applicable to the Subleased Premises which are paid directly by Sublessor, including, but not limited to, utilities, personal property taxes and real property taxes; provided, however, that Sublessee shall have no obligation with respect to any of such costs which are incurred solely for the benefit of Sublessor. Base Rent and Additional Rent hereinafter collectively shall be referred to as "RENT." Sublessee shall be entitled to, and benefit from, any rental abatement granted Sublessor under the Master Lease for whatever reason to the extent that such abatement relates to the Subleased Premises and the Term of this Sublease. 4. USE; COMPLIANCE WITH LAWS; RULES. Sublessee may use the Subleased Premises only for the uses set forth in the Master Lease. Sublessee shall promptly observe and comply with all laws with respect to Sublessee's use of the Subleased Premises; provided, however, that Sublessee shall not be required to comply with any laws requiring the construction of alterations in the Subleased Premises, unless due to Sublessee's particular use of the Subleased Premises as distinct from the uses of the Subleased Premises prior to the Commencement Date or required due to any alterations, additions or improvements made or proposed by Sublessee. Sublessee shall not do or permit anything to be done in, about or with respect to the Subleased Premises which would (a) injure the Subleased Premises, (b) vibrate, shake, overload, or impair the efficient operation of the Subleased Premises or the building systems located therein or (c) otherwise violate the Master Lease. 5. INSURANCE. Sublessee shall obtain and keep in full force and effect during the Term of this Sublease, at Sublessee's sole cost, the insurance that Sublessor is required to maintain as "tenant" under the first sentence of Section 19 of the Master Lease, and such policies shall name each Sublessor and Master Lessor as an "additional insured." Upon request, Sublessee shall promptly deliver certificates evidencing such insurance to Sublessor and/or Master Lessor. Sublessor shall continue to carry all of the insurance required of the "tenant" under the Master Lease. 6. TAXES. Sublessee shall pay before delinquency all taxes imposed against Sublessee's personal property in the Subleased Premises allocable to the Term of this Sublease. 7. SUBROGATION. Notwithstanding anything to the contrary contained in this Sublease or the Master Lease, Sublessor and Sublessee each release the other and their respective agents, employees, successors, assignees and subtenants from all liability for injury to any person or damage to any property that is caused by or results from a risk which is actually insured against, which is required to be insured against by such party under the Master Lease or this Sublease, or which would normally be covered by "all risk" property insurance, without regard to the negligence or willful misconduct of the person or entity so released. 2. 8. INDEMNITY. Each of Sublessor and Sublessee shall defend, indemnify, protect and hold harmless the other from and against any and all liability, loss, claim, damage and cost (including attorneys' fees) to the extent due to the negligence or willful misconduct of the indemnifying party or its agents, employees or contractors or the indemnifying party's violation of the terms of this Sublease. This indemnification shall survive the termination of this Sublease. 9. HAZARDOUS MATERIALS. Sublessee shall not, without the prior written consent of Sublessor and Master Lessor, use, store, transport or dispose of any Hazardous Material in or about the Subleased Premises, except for Hazardous Materials of a type and in amounts used by Sublessor in the Subleased Premises prior to the Commencement Date. In the event Sublessee is using Hazardous Materials at the Subleased Premises, Sublessee, at its sole cost, shall comply with all laws relating to its use of Hazardous Materials and any provisions of the Master Lease pertaining to Hazardous Materials. If Hazardous Materials stored, used, disposed of, or released on or about the Subleased Premises by Sublessee or its agents or employees result in contamination of the Subleased Premises or the water or soil thereunder, then Sublessee shall promptly take any and all action necessary to clean up and remediate such contamination as required by law and any other action specified under the Master Lease. Except as otherwise set forth in the APA, Sublessee shall indemnify, defend, protect and hold Sublessor and Master Lessor and each of their officers, directors, employees, partners, agents, representatives, successors and assigns harmless from and against, all losses, damages, claims, costs and liabilities, including attorneys' fees and costs, arising out of Sublessee's use, discharge, disposal, storage, transport, release or emission of Hazardous Materials on or about the Subleased Premises during the Term of this Sublease. Unless otherwise defined in the Master Lease, "HAZARDOUS MATERIALS" shall mean any material or substance that is now or hereafter designated by any applicable governmental authority to be, or regulated by any applicable governmental authority as, radioactive, toxic, hazardous or otherwise a danger to health, reproduction or the environment. 10. REPAIRS. Sublessor shall deliver the Subleased Premises to Sublessee in its current, "as is" condition. Sublessee agrees that (i) Sublessor has made no representation or warranty of any kind or nature respecting the Sublease Premises, their condition or suitability for Sublessee's use, except as set forth in the APA, and (ii) Sublessee agrees to accept the Subleased Premises in "as is" condition, without any obligation on the part of Sublessor or Master Lessor to modify, improve or otherwise prepare the Subleased Premises for Sublessee's occupancy. Sublessor shall continue to perform the repairs and maintenance obligations required of the Tenant under the Master Lease, and except where caused by the negligence or willful misconduct of Sublessor, any costs of such repairs and maintenance shall be paid by Sublessee to Sublessor as Additional Rent. 11. ALTERATIONS. No alterations or improvements shall be made to the Subleased Premises without the prior written consent of Sublessor and Master Lessor in accordance with the provisions of the Master Lease. 12. Intentionally omitted. 13. LIEN; SECURITY INTEREST. Sublessor shall have no security interest or lien on any item of Sublessee's trade fixtures, furniture, equipment and other personal property 3. ("SUBLESSEE'S PROPERTY"). Within ten (10) days after Sublessee's request, Sublessor shall execute documents reasonably acceptable to both parties to evidence Sublessor's waiver of any right, title, lien, or interest in Sublessee's Property. Sublessor waives any right of distraint, distress for rent or "landlord's lien" that may arise at law. 14. CASUALTY; CONDEMNATION. If all or any part of the Subleased Premises is taken by the exercise of the power of eminent domain or a voluntary transfer in lieu thereof (a "CONDEMNATION") or damaged due to any peril ("CASUALTY"), this Sublease shall terminate to the extent the Master Lease terminates with respect to the part of the Subleased Premises so taken or damaged. In addition, to the extent that the Master Lease gives Sublessor any right to terminate the Master Lease in the event of a casualty or condemnation affecting the Subleased Premises, Sublessor shall be entitled to exercise or not exercise such right in its sole and absolute discretion, and in such event, Sublessor shall concurrently notify Sublessee of such election. If this Sublease is not terminated following a Condemnation or Casualty, Sublessor shall make or use reasonable efforts to cause Master Lessor to make all repairs and alterations that are reasonably necessary to restore that portion of the Subleased Premises so taken or damaged, and Rent shall be reduced to the extent Sublessor's rent under the Master Lease is abated with respect to such Condemnation of the Subleased Premises or Casualty affecting the Subleased Premises. All Condemnation proceeds attributable to Sublessor under the Master Lease, if any, shall be shared with Sublessee to the extent applicable to the Subleased Premises and Sublessee's share of the Shared Areas. 15. ASSIGNMENT AND SUBLETTING. Sublessee may not assign this Sublease, sublet the Subleased Premises or permit any use of the Subleased Premises by another party (collectively, "TRANSFER"), without the prior written consent of Sublessor, which consent may not be unreasonably withheld, and the prior written consent of Master Lessor in accordance with terms of the Master Lease. Sublessor's consent to one Transfer shall not constitute consent to a subsequent transfer. Notwithstanding the foregoing, so long as Sirenza Microdevices, Inc. continues to guaranty Sublessee's performance of its obligations under this Sublease in accordance with the Guaranty (defined below), Sublessee may, without Sublessor's prior written consent (but only after obtaining Master Lessor's consent to the extent required under the Master Lease) and without constituting an assignment or sublease hereunder, sublet the entirety of the Subleased Premises or assign the Sublease to (a) an entity controlling, controlled by or under common control with Sublessee, (b) a successor entity related to Sublessee by merger, consolidation, or nonbankruptcy reorganization, or (c) a purchaser of substantially all of Sublessee's assets located in the Subleased Premises. Subject to the conditions contained in the immediately preceding sentence, a sale or transfer of Sublessee's capital stock shall not be deemed an assignment, subletting or any other transfer of the Sublease or the Subleased Premises. 16. DEFAULT. Sublessee shall be in default of its obligations under this Sublease if any of the following events occur: (a) Sublessee fails to pay any Rent within five (5) days of when due; (b) Sublessee fails to perform any term, covenant or condition of this Sublease (except those requiring payment of Rent) and fails to cure such breach within the time frame specified in this Sublease, or the Master Lease with respect to those provisions incorporated by reference herein; or (c) Sublessee commits any other act or omission which constitutes a default under the Master 4. Lease, which has not been cured after delivery of any written notice and passage of any applicable grace period provided in the Master Lease. 17. REMEDIES. In the event of any default by Sublessee, Sublessor shall have the remedies provided in the Master Lease. 18. RIGHT TO CURE DEFAULTS. If Sublessee fails to pay any sum of money due hereunder, or fails to perform any other act on its part to be performed hereunder, then Sublessor or Master Lessor may, but shall not be obligated to, after passage of any applicable notice and cure periods (except in the case of an emergency, in which case no cure period is required), make such payment or perform such act. All such sums paid, and all reasonable costs and expenses of performing any such act, shall be deemed Additional Rent payable by Sublessee to Sublessor or Master Lessor, as applicable, upon demand. 19. SURRENDER; HOLDOVER. Prior to expiration of this Sublease, Sublessee shall remove all of its personal property and shall surrender the Subleased Premises to Sublessor broom clean, in the same condition as exists on the Commencement Date, reasonable wear and tear, alterations that may be surrendered hereunder, casualty, condemnation, and Hazardous Materials (except those for which Sublessee is responsible under Section 9 of this Sublease or any applicable provision of the Master Lease), excepted. If the Subleased Premises are not so surrendered, then Sublessee shall be liable to Sublessor for all reasonable costs actually incurred by Sublessor as a result of such failure by Sublessee. In the event that Sublessee does not surrender the Subleased Premises upon the expiration or earlier termination of this Sublease as to the Subleased Premises as required above, Sublessee shall pay Sublessor holdover Base Rent in an amount equal to the holdover rent specified in the Master Lease. 20. ESTOPPEL CERTIFICATES. Within ten (10) calendar days after receipt of written demand by either party, the other party shall execute and deliver to the requesting party an estoppel certificate (a) certifying that this Sublease is unmodified and in full force and effect or, if modified, the nature of such modification; (b) acknowledging, to the best of the responding party's knowledge, that there are no uncured defaults on the part of the requesting party; and (c) certifying such other information as is reasonably required by the requesting party. 21. SUBORDINATION. This Sublease is subject and subordinate to all present and future ground leases, underlying leases, mortgages, deeds of trust or other encumbrances, and all renewals, modifications and replacements thereof affecting any portion of the Subleased Premises. 22. RIGHT OF ENTRY. Sublessor shall have the same right of entry into the Subleased Premises as the Master Lessor under the Master Lease. 23. LATE CHARGE. If Sublessee fails to pay to Sublessor any amount due hereunder within five (5) days of when due, Sublessee shall pay Sublessor upon demand a late charge equal to the amount of any late charge which is specified under the Master Lease. In addition, Sublessee shall pay to Sublessor interest on all amounts due, at the rate interest specified in the Master Lease from the due date to and including the date of the payment. 5. 24. NOTICES. Any notice given under this Sublease shall be in writing and shall be hand delivered or mailed (by certified mail, return receipt requested, postage prepaid, or by overnight delivery), addressed as follows: (a) if to Sublessee: 522 Almanor Avenue, Sunnyvale, CA 94085, Attn.: Chief Financial Officer, with a copy to Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road Palo Alto, CA 94304, Attn: Steven V. Bernard and (b) if to Sublessor: 4895 Peoria St. Denver, CO 80239, Attn.: Chief Financial Officer, with a copy to Cooley Godward LLP, 380 Interlocken Crescent, Suite 900, Broomfield, CO 80021, Attn: James Linfield. Any notice shall be deemed to have been given when hand delivered or, if mailed, three (3) business days after mailing. A copy of any and all notices given under this Sublease shall be sent to Master Lessor at 6160 South Olathe, Aurora, Colorado 80016, Attention: Joseph Kiser. 25. EFFECT OF CONVEYANCE. As used in this Sublease, the term "SUBLESSOR" means the holder of a leasehold interest in the Subleased Premises pursuant to the Master Lease. In the event of any assignment or transfer of the Subleased Premises by Sublessor in accordance with the Master Lease, then Sublessor, upon the transferee's assumption, in writing, of Sublessor's obligations under this Sublease and the Master Lease, shall be and hereby is entirely relieved of all covenants and obligations of Sublessor as to the Subleased Premises accruing after the date of such transfer, and it shall be deemed and construed that any transferee has assumed and shall carry out all covenants and obligations thereafter to be performed by Sublessor hereunder. 26. PARKING. Sublessee shall have the right to use throughout the Term all of the parking spaces, if any, available to Sublessor in the parking lot for the Subleased Premises. 27. SIGNAGE. Subject to the consent of Master Lessor, if required under the Master Lease, Sublessee shall have the right to use, install and maintain, at Sublessee's expense, all signage that Sublessor is permitted to display pursuant to the terms of the Master Lease. 28. ADDITIONAL PROVISIONS. The following additional provisions shall apply: (a) if the Master Lease terminates for any reason, this Sublease shall terminate concurrently therewith as to the Subleased Premises; (b) Sublessee shall also have the non-exclusive right to use the common areas outside the Subleased Premises that Sublessor has the right to use under the Master Lease; (c) Sublessor, with respect to the obligations of Master Lessor under the Master Lease, shall request Master Lessor in writing to perform such obligations as and when requested to do so by Sublessee, and to use Sublessor's reasonable efforts to obtain Master Lessor's performance; (d) Sublessee shall comply with all restrictions set forth in the Master Lease and all rules and regulations promulgated from time to time by Master Lessor; (e) except as expressly set forth in this Sublease, Sublessee shall obtain the prior written consent of Sublessor and Master Lessor with respect to any act which, if performed by Sublessor, would require Master Lessor's approval under the Master Lease, and the consent of Sublessor may be withheld if Master Lessor's consent is not obtained; and (f) this Sublease shall be at all times subject and subordinate to the Master Lease. 29. SUBLESSOR'S REPRESENTATIONS AND WARRANTIES. Sublessor represents and warrants that (i) the Master Lease is in full force and effect, and there exists under the Master Lease no default or event of default by either Sublessor, or to the best of Sublessor's actual knowledge, Master Lessor, nor has there occurred any event which, with the giving of notice or 6. the passage of time or both, could constitute such a default or event of default; and (ii) a true, correct and complete copy of the Master Lease is attached hereto as EXHIBIT A. 30. CONSENT OF MASTER LESSOR AND SUBLESSOR. If Sublessee desires to take any action which requires the consent or approval of Sublessor pursuant to the terms of this Sublease, prior to taking such action, including, without limitation, making any alterations, then, notwithstanding anything to the contrary herein, (a) Sublessor shall have the same rights of approval or disapproval as Master Lessor has under the Master Lease, and (b) Sublessee shall not take any such action until it obtains the consent of Sublessor and Master Lessor, as may be required under this Sublease or the Master Lease. This Sublease shall not be effective unless and until any required written consent of the Master Lessor shall have been obtained. 31. AMENDMENT. This Sublease may not be amended except by the written agreement of all parties hereto. 32. BROKERS. Each party hereto hereby represents and warrants that it has dealt with no broker in connection with this Sublease and the transactions contemplated herein. Each party shall indemnify, protect, defend and hold harmless the other and Master Lessor from all costs and expenses (including reasonable attorneys' fees) arising from or relating to a breach of the foregoing representation and warranty. 33. GUARANTY. Sirenza Microdevices, Inc. shall guaranty the performance and payment obligations of Sublessee under this Sublease. Contemporaneously with the mutual execution of this Sublease, Sirenza Microdevices, Inc. shall execute a guaranty of sublease in the form of EXHIBIT C attached hereto and made a part hereof (the "GUARANTY"). 34. MISCELLANEOUS. This Sublease shall in all respects be governed by and construed in accordance with the laws of the jurisdiction in which the Subleased Premises are located. If any term of this Sublease is held to be invalid or unenforceable by any court of competent jurisdiction, then the remainder of this Sublease shall remain in full force and effect to the fullest extent possible under the law, and shall not be affected or impaired. Time is of the essence with respect to the performance of every provision of this Sublease in which time of performance is a factor. Any executed copy of this Sublease shall be deemed an original for all purposes. This Sublease shall, subject to the provisions regarding assignment and subletting, apply to and bind the respective heirs, successors, executors, administrators and assigns of Sublessor and Sublessee. The language in all parts of this Sublease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Sublessor or Sublessee. The captions used in this Sublease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. When a party is required to do something by this Sublease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. If either party brings any action or legal proceeding with respect to this Sublease, the prevailing party shall be entitled to recover reasonable attorneys' and experts' fees and court costs. This Sublease may be executed in counterparts. 7. IN WITNESS WHEREOF, the parties have executed this Sublease as of the day first above written. SUBLESSOR: SUBLESSEE: Vari-L Company, Inc., Olin Acquisition Corporation, a Colorado corporation a Delaware corporation By: /s/ CHARLES R. BLAND By: /s/ THOMAS J. SCANNELL ------------------------------ -------------------------------- Name: Charles R. Bland Name: Thomas J. Scannell --------------------------- ----------------------------- Its: Chief Executive Officer Its: President ---------------------------- ------------------------------ 8. EXHIBIT A MASTER LEASE EXHIBIT B CONSENT TO SUBLEASE Master Lessor hereby acknowledges receipt of a copy of that certain sublease between Vari-L Corporation, as sublessor ("SUBLESSOR") and Olin Acquisition Corporation as sublessee ("SUBLESSEE"), dated April __, 2003 (the "SUBLEASE") concerning those premises located at 5165 Peoria St., Denver, Colorado (the "SUBLEASED PREMISES"), and Master Lessor hereby consents to all of the terms and conditions thereof. All capitalized terms used herein that are not specifically defined herein shall have the meaning ascribed to them in the Sublease. Master Lessor further agrees that, notwithstanding anything to the contrary in the Master Lease: 1. NOTICE. Master Lessor shall deliver to Sublessee, at the same time and in the same manner as delivered to Sublessor, a copy of any notice required to be delivered to Sublessor under the Master Lease. 2. RIGHT TO CURE. In the event that Sublessor defaults in the performance or observance of any of Sublessor's obligations under the Master Lease during the Term of the Sublease, Master Lessor agrees that Sublessee shall have the right, but not the obligation, on behalf of Sublessor to cure any default, of which Sublessee has notice, within the time available to Sublessor to cure any such default under the Master Lease, and Master Lessor shall accept such cure from Sublessee. In the event Sublessee tenders payment directly to Master Lessor in accordance with the Sublease and Master Lessor refuses to accept such payment, Sublessee shall have the right to deposit such funds in an account with a national bank for the benefit of Master Lessor and Sublessor, and the deposit of such funds in such an account shall discharge Sublessee's obligation under this Sublease to make the payment in question. 3. NON-DISTURBANCE. If the Master Lease terminates prior to expiration of the Term of the Sublease for any reason other than as a result of Master Lessor's right to terminate the Master Lease for casualty or condemnation as provided in the Master Lease, then Master Lessor covenants and agrees that this Sublease shall continue in full force and effect, at Sublessee's option, as a direct lease between Master Lessor and Sublessee upon all of the terms, covenants and conditions of the Sublease, and Master Lessor shall recognize Sublessee's right to possession of the Subleased Premises as provided in the Sublease and shall not disturb Sublessee's right to possession so long as Sublessee is not in default under the Sublease beyond the period provided for the cure of any such default. 4. ASSIGNMENT AND SUBLETTING. Sublessee may, without Master Lessor's prior written consent and without payment of any amount to Master Lessor, sublet the Subleased Premises or assign the Sublease to (i) an entity, controlling, controlled by, or under common control with Sublessee, (ii) a successor entity related to Sublessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (iii) a purchaser of substantially all of Sublessee's assets located at the Subleased Premises, so long as Sirenza Microdevices, Inc. continues to guaranty Sublessee's performance of its obligations under the Sublease. Neither the sale or transfer of Sublessee's capital stock shall be deemed an assignment, subletting, or other transfer of the Sublease or the Subleased Premises. 5. WAIVER OF SUBROGATION. Master Lessor and Sublessee mutually waive their respective rights of recovery against each other for any loss of, or damage to, either parties' property to the extent that such loss or damage is insured by a property insurance policy in effect at the time of such loss or damage. This waiver of subrogation shall not apply in such instances in which such waiver of subrogation would invalidate such insurance coverage or would cause either party's insurance coverage to be voided or otherwise uncollectible. 6. LIEN; SECURITY INTEREST. Master Lessor shall have no security interest or lien on any item of Sublessee's trade fixtures, furniture, equipment and other personal property. 7. PARKING. Master Lessor acknowledges that Sublessee is entitled to all of the parking spaces in the parking lot serving the Subleased Premises. 8. INSURANCE. Sublessor agrees to maintain its insurance as required in the Master Lease, irrespective of and in addition to the obligation of Sublessee to obtain and maintain insurance as required in the Sublease. 9. SUBLEASE EXPIRATION. Sublessee agrees that the Term of the Sublease expires on June 30, 2003, and that Sublessee shall have no right to occupy the Subleased Premises or extend the Term of the Sublease without the prior written consent of the Master Lessor, which consent may be withheld in Master Lessor's sole discretion. 10. NO WAIVER. Sublessor acknowledges and agrees that the terms and conditions of the Sublease: (i) do not waive any terms, conditions or provisions in the Master Lease between Master Lessor and Sublessor; (ii) do not forgive or waive any performance or failure to perform of Sublessor in or under the Master Lease; and (iii) do not waive any existing defaults under the Master Lease. Master Lessor retains and maintains all rights and remedies against Sublessor as are contained in the Master Lease. 11. CONSENTS. Whenever the consent or approval of Master Lessor is required with respect to the Sublease or the Subleased Premises, such consent or approval shall not be unreasonably withheld or delayed, except as otherwise stated herein. 2. This consent shall be binding upon any successors, assigns or other transferees of Master Lessor's or Sublessor's interests under the Master Lease or of Sublessee's or Sublessor's interests under the Sublease. IN WITNESS WHEREOF, the undersigned have executed this Consent to Sublease as of the 5th day of March, 2003. MASTER LESSOR: SUBLESSOR: J.C. Enterprises, VARI-L CORPORATION, a Colorado general partnership a Colorado corporation By: /s/ JOSEPH H. KISER By: /s/ CHARLES R. BLAND ----------------------------- ------------------------------- Name: Joseph H. Kiser Name: Charles R. Bland --------------------------- ----------------------------- Its: Partner Its: Chief Executive Officer ---------------------------- ------------------------------ SUBLESSEE: OLIN ACQUISITION CORPORATION, a Delaware corporation By: /s/ THOMAS J. SCANNELL ----------------------------- Name: Thomas J. Scannell --------------------------- Its: President ---------------------------- 3. EXHIBIT C GUARANTY IN CONSIDERATION OF, and as an inducement to, Vari-L Company, Inc., a Colorado corporation ("Sublessor"), to enter into that certain Sublease dated of even date herewith (the "Sublease") with Olin Acquisition Corp., a Delaware corporation ("Sublessee"), with respect to the Subleased Premises described more particularly in the Sublease (the "Premises"), the undersigned Guarantor has executed and delivered this Guaranty as of this 31st day of March, 2003. Guarantor acknowledges that the current Sublessee under the Sublease is a wholly-owned subsidiary of Guarantor, that Sublessor would not enter into the Sublease without this Guaranty, that without this Guaranty Sublessor could elect not to enter into the Sublease, and that entering into the Sublease is in the best interests of Sublessee and will benefit Sublessee and therefore that Guarantor will benefit from Sublessor's entering into the Sublease with Sublessee. 1. Guarantor hereby guarantees to Sublessor, its successors and assigns the full and prompt payment of the Rent (as defined in the Sublease) and all other sums and charges payable by Sublessee, its successors and assigns, under the Sublease, and further hereby guarantees the full and timely performance and observance of all the covenants, terms, conditions and agreements therein provided to be performed or observed by Sublessee, its successors and assigns. Guarantor hereby covenants and agrees to and with Sublessor, its successors and assigns, that if default (beyond applicable notice and cure periods) shall at any time be made by Sublessee, its successors and assigns, in the payment of any such Rent and any and all such other sums and charges, or in the performance and observance of any of the covenants, terms, conditions or agreements contained in the Sublease, Guarantor shall, within five (5) business days after written notice to Guarantor, forthwith pay such Rent and other sums and charges, and any arrears thereof, to Sublessor, its successors and assigns, and shall forthwith faithfully perform and fulfill all of such terms, covenants, conditions and agreements, or, with respect to non-monetary defaults only, if the cure of such defaults cannot reasonably be accomplished within such five (5) business day period, Guarantor shall (within such period) commence the cure and shall diligently pursue such cure to completion. Guarantor shall also forthwith pay to Sublessor all reasonable attorneys' fees and disbursements payable by Sublessee under the Sublease or incurred by Sublessor in the enforcement of this Guaranty. Sublessor shall accept Guarantor's payment of such Rent and other sums and charges due under the Sublease and this Guaranty and Guarantor's performance of Sublessee's obligations under the Sublease as a cure of Sublessee's failure to make such payment or perform such obligation in the manner required under the Sublease. 2. This Guaranty is an absolute and unconditional guaranty of payment and of performance. The obligations of Guarantor are independent of the obligations of Sublessee. This Guaranty shall be enforceable against Guarantor without the necessity of any suit or proceedings on Sublessor's part of any kind or nature whatsoever against Sublessee, its successors and assigns, and without the necessity of any notice of nonpayment, nonperformance or nonobservance, except as specifically provided above or, with respect to the Sublease, as provided in the Sublease, or any notice of acceptance of this Guaranty, or any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives. Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in nowise be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Sublessor against Sublessee, or against Sublessee's successors and assigns, of any of the rights or remedies reserved to Sublessor pursuant to the provisions of the Sublease or by relief of Sublessee from any of Sublessee's obligations under the Sublease or otherwise by (a) the release or discharge of Sublessee in any creditors' proceedings, receivership, bankruptcy or other proceedings, (b) the impairment, limitation or modification of the liability of Sublessee or the estate of Sublessee in bankruptcy, or of any remedy for the enforcement of Sublessee's liability under the Sublease, resulting from the operation of any present or future provision of the United States Bankruptcy Code, or (c) the rejection or disaffirmance of the Sublease in any such proceedings. 3. This Guaranty shall be a continuing guaranty and the liability of Guarantor shall in no way be affected, modified or diminished by reason of any assignment, amendment, renewal, supplement, modification or extension of the Sublease or by reason of any modification or waiver of or change in any of the terms, covenants, conditions or provisions of the Sublease, or by reason of any extension of time that may be granted by Sublessor to Sublessee, its successors or assigns or a changed or different use of the Premises consented to in writing by Sublessor, or by reason of any dealings or transactions or matters or things occurring between Sublessor and Sublessee, its successors or assigns, whether or not notice thereof is given to Guarantor. 4. Sublessor's consent to any assignment or assignments, and successive assignments by Sublessee and Sublessee's assigns of the Sublease, made either with or without notice to Guarantor, shall in no manner whatsoever release Guarantor from any liability as Guarantor. 5. The assignment by Sublessor of the Sublease and/or the avails and proceeds thereof made either with or without notice to Guarantor shall in no manner whatsoever release Guarantor from any liability as Guarantor. Sublessor may without notice to Guarantor assign this Guaranty. 6. All of Sublessor's rights and remedies under the Sublease or under this Guaranty are intended to be distinct, separate and cumulative, and no such right and remedy therein or herein mentioned is intended to be in exclusion of or a waiver of any of the others. The obligation of Guarantor hereunder shall not be released by Sublessor's receipt, application or release of security given for the performance and observance of covenants and conditions required to be performed and observed by Sublessee under the Sublease, nor shall Guarantor be released by the maintenance of or execution upon any lien which Sublessor may have or assert against Sublessee and/or Sublessee's assets. 7. Until all the covenants and conditions in the Sublease on Sublessee's part to be performed and observed are fully performed and observed, Guarantor (a) shall have no right of subrogation against Sublessee by reason of any payments or acts of performance by Guarantor in compliance with the obligations of Guarantor hereunder and (b) waives any right to enforce any remedy which Guarantor now or hereafter shall have against Sublessee by reason of any one or more payment or acts of performance in compliance with the obligations of Guarantor hereunder. 2. 8. Guarantor hereby agrees that this Guaranty shall be governed by the laws of the State of Colorado. 9. All notices and demands which Sublessor is required to give or may elect to give to Guarantor, shall be in writing and shall comply with the procedures set forth in the Sublease and addressed as set forth below. IN WITNESS WHEREOF, the undersigned Guarantor has executed this Guaranty as of the date set forth below. GUARANTOR: SIRENZA MICRODEVICES, INC., a Delaware corporation By: /s/ THOMAS J. SCANNELL ---------------------------------- Name: Thomas J. Scannell -------------------------------- Its: V.P. Finance & CFO --------------------------------- Date: 3/26/03 -------------------------------- Address for notices and service of process: SIRENZA MICRODEVICES, INC. 522 Almanor Avenue Sunnyvale, CA 94085 Attn: Chief Financial Officer Telephone: (408) 616-5400 Telecopier: (408) 739-0970 With a copy to: Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, CA 94304 Attention: Steven V. Bernard Telephone No.: 650-493-9300 Facsimile No.: 650-493-6811 3. EX-10.4 7 d05217exv10w4.txt EX-10.4 SUBLEASE AGREEMENT DATED MARCH 31, 2003 EXHIBIT 10.4 SUBLEASE This Sublease (this "SUBLEASE") is entered into between Vari-L Company, Inc., a Colorado corporation ("SUBLESSOR") and Olin Acquisition Corporation, a Delaware corporation ("SUBLESSEE") as of March 31, 2003. 1. SUBLEASED PREMISES. Sublessor hereby subleases to Sublessee, upon the terms and conditions set forth herein, certain premises (the "SUBLEASED PREMISES") consisting of the entire premises leased by Sublessor pursuant to that certain lease dated March 12, 1997 (the "MASTER LEASE"), between Five K Investments, as landlord (the "MASTER LESSOR"), and Sublessor, as tenant, with respect to premises located at 4895 Peoria St., Denver, Colorado. A true, correct and complete copy of the Master Lease is attached hereto as EXHIBIT A. In connection with its use of the Subleased Premises, Sublessee shall also have the non-exclusive right to use the areas described in the Master Lease as common or shared areas. 2. TERM. The term of this Sublease shall commence on the "CLOSING" as defined in Section 1.1 of that certain Asset Purchase Agreement, dated December 2, 2002, by and among Sirenza Microdevices, Inc., Olin Acquisition Corporation and Vari-L Company, Inc. (the "APA"), provided Sublessor has theretofore obtained the consent of Master Lessor (the "COMMENCEMENT DATE"). The term, subject to the earlier termination of the Master Lease or the sooner termination of this Sublease pursuant to its terms, shall continue until June 30, 2003 (the "TERMINATION DATE"). Sublessor will obtain the written consent of Master Lessor to this Sublease in the form attached hereto as EXHIBIT B or other form acceptable to Master Lessor, and reasonably acceptable to Sublessor and Sublessee. Sublessee shall cooperate with Sublessor in obtaining the written consent to the Sublease by Master Lessor. 3. SUBLEASE RENT AND DEPOSIT. (a) BASE RENT. Sublessee shall pay Sublessor as rent for the Subleased Premises ("BASE RENT") for each month during the period from the Commencement Date to and including the Termination Date, the base rent payable under the Master Lease. The first installment of Base Rent shall be due and payable on the Commencement Date and on the first (1st) day of each month thereafter. Base Rent shall be paid without any deduction or offset and without prior notice or demand, at the address indicated by Sublessor from time to time. The Base Rent for any period which is for less than one (1) month of the Term shall be prorated. (b) ADDITIONAL RENT. In addition to Base Rent, Sublessee shall also pay to Sublessor the entirety of all other costs payable by Sublessor under the Master Lease, except for any costs for services, repairs or maintenance which are not made at the request or for the benefit of Sublessee ("ADDITIONAL RENT"). In addition, at all times during the term of this Sublease, Sublessor shall maintain direct contracts, in Sublessor's own name, with the relevant utility provider, for the provision of any utilities to the Premises, including, without limitation, for utilities such as electricity, water and heating. Sublessor shall invoice Sublessee for the costs of the utilities provided under such contracts, and Sublessee shall pay such amounts as Additional Rent pursuant to the terms of this Section 3.(b). Additional Rent shall be payable to Sublessor as and when payments are due from Sublessor pursuant to the Master Lease, but at 1 least five (5) business days prior to the date Sublessor must pay such amounts to Master Lessor. Sublessee shall further pay to Sublessor as Additional Rent any costs and expenses applicable to the Sublease Premises which are paid directly by Sublessor, including, but not limited to, utilities, personal property taxes and real property taxes; provided, however, that Sublessee shall have no obligation with respect to any of such costs which are incurred solely for the benefit of Sublessor. Base Rent and Additional Rent hereinafter collectively shall be referred to as "RENT." Sublessee shall be entitled to, and benefit from, any rental abatement granted Sublessor under the Master Lease for whatever reason to the extent that such abatement relates to the Subleased Premises and the term of this Sublease. 4. USE; COMPLIANCE WITH LAWS; RULES. Sublessee may use the Subleased Premises only for the uses set forth in the Master Lease. Sublessee shall promptly observe and comply with all laws with respect to Sublessee's use of the Subleased Premises; provided, however, that Sublessee shall not be required to comply with any laws requiring the construction of alterations in the Subleased Premises, unless due to Sublessee's particular use of the Subleased Premises as distinct from the uses of the Subleased Premises prior to the Commencement Date or required due to any alterations, additions or improvements made or proposed by Sublessee. Sublessee shall not do or permit anything to be done in, about or with respect to the Subleased Premises which would (a) injure the Subleased Premises, (b) vibrate, shake, overload, or impair the efficient operation of the Premises or the building systems located therein or (c) otherwise violate the Master Lease. 5. INSURANCE. In the event Master Lessor requires Sublessee to do so, Sublessee shall obtain and keep in full force and effect during the term of this Sublease, at Sublessee's sole cost, the insurance that Sublessor is required to maintain as "tenant" under the Master Lease, and such policies shall name each Sublessor and Master Lessor as an "additional insured." Upon request, Sublessee shall promptly deliver certificates evidencing such insurance to Sublessor and/or Master Lessor. 6. TAXES. Sublessee shall pay before delinquency all taxes imposed against Sublessee's personal property in the Subleased Premises allocable to the term of this Sublease. 7. SUBROGATION. The waiver of subrogation provisions set forth in the Master Lease shall be deemed a three-party agreement binding among and inuring to the benefit of Sublessee, Sublessor and Master Landlord, by reason of its consent to this Sublease. 8. INDEMNITY. Each party shall defend, indemnify, protect and hold harmless the other from and against any and all liability, loss, claim, damage and cost (including attorneys' fees) to the extent due to the negligence or willful misconduct of the indemnifying party or its agents, employees or contractors or the indemnifying party's violation of the terms of this Sublease. This indemnification shall survive the termination of this Sublease. 9. HAZARDOUS MATERIALS. Sublessee shall not, without the prior written consent of Sublessor and Master Lessor, use, store, transport or dispose of any Hazardous Material in or about the Subleased Premises, except for Hazardous Materials of a type and in amounts used by Sublessor in the Premises prior to the Commencement Date. In the event Sublessee is using Hazardous Materials at the Subleased Premises, Sublessee, at its sole cost, shall comply with all 2 laws relating to its use of Hazardous Materials and any provisions of the Master Lease pertaining to Hazardous Materials. If Hazardous Materials stored, used, disposed of, or released on or about the Subleased Premises by Sublessee or its agents or employees result in contamination of the Subleased Premises or the water or soil thereunder, then Sublessee shall promptly take any and all action necessary to clean up such contamination as required by law and any other action specified under the Master Lease. Except as otherwise set forth in the APA, Sublessee shall indemnify, defend, protect and hold Sublessor and Master Lessor and each of their officers, directors, employees, successors and assigns harmless from and against, all losses, damages, claims, costs and liabilities, including attorneys' fees and costs, arising out of Sublessee's use, discharge, disposal, storage, transport, release or emission of Hazardous Materials on or about the Premises during the term of this Sublease. Unless otherwise defined in the Master Lease, "HAZARDOUS MATERIALS" shall mean any material or substance that is now or hereafter designated by any applicable governmental authority to be, or regulated by any applicable governmental authority as, radioactive, toxic, hazardous or otherwise a danger to health, reproduction or the environment. 10. REPAIRS. Sublessor shall deliver the Subleased Premises to Sublessee in its current, "as is" condition. Sublessee agrees that (i) Sublessor has made no representation or warranty of any kind or nature respecting the Sublease Premises, their condition or suitability for Sublessee's use, except as set forth in the APA, and (ii) Sublessee agrees to accept the Subleased Premises in "as is" condition, without any obligation on the part of Sublessor to modify, improve or otherwise prepare the Sublease Premises for Sublessee's occupancy. Sublessor shall continue to perform the repairs and maintenance obligations required of the Tenant under the Master Lease, and except where caused by the negligence or willful misconduct of Sublessor, any costs of such repairs and maintenance shall be paid by Sublessee to Sublessor as Additional Rent. 11. ALTERATIONS. No alterations or improvements shall be made to the Subleased Premises without the prior written consent of Sublessor and Master Lessor in accordance with the provisions of the Master Lease. 12. Intentionally omitted. 13. LIEN; SECURITY INTEREST. Sublessor shall have no security interest or lien on any item of Sublessee's trade fixtures, furniture, equipment and other personal property ("SUBLESSEE'S PROPERTY"). Within ten (10) days after Sublessee's request, Sublessor shall execute documents reasonably acceptable to both parties to evidence Sublessor's waiver of any right, title, lien, or interest in Sublessee's Property. Sublessor waives any right of distraint, distress for rent or "landlord's lien" that may arise at law. 14. CASUALTY; CONDEMNATION. If all or any part of the Subleased Premises is taken by the exercise of the power of eminent domain or a voluntary transfer in lieu thereof (a "CONDEMNATION") or damaged due to any peril ("CASUALTY"), this Sublease shall terminate to the extent the Master Lease terminates with respect to the part of the Subleased Premises so taken or damaged. In addition, to the extent that the Master Lease gives Sublessor any right to terminate the Master Lease in the event of a casualty or condemnation affecting the Premises, Sublessor shall be entitled to exercise or not exercise such right in its sole and absolute discretion, and in such event, Sublessor shall concurrently notify Sublessee of such election. If this Sublease is not 3 terminated following a Condemnation or Casualty, Sublessor shall make or use reasonable efforts to cause Master Lessor to make all repairs and alterations that are reasonably necessary to restore that portion of the Subleased Premises so taken or damaged, and Rent shall be reduced to the extent Sublessor's rent under the Master Lease is abated with respect to such Condemnation of the Subleased Premises or Casualty affecting the Subleased Premises. All Condemnation proceeds shall be shared with Sublessee to the extent applicable to the Subleased Premises and Sublessee's share of the Shared Areas. 15. ASSIGNMENT AND SUBLETTING. Sublessee may not assign this Sublease, sublet the Subleased Premises or permit any use of the Subleased Premises by another party (collectively, "TRANSFER"), without the prior written consent of Sublessor, which consent may not be unreasonably withheld, and the prior written consent of Master Lessor in accordance with terms of the Master Lease. Sublessor's consent to one Transfer shall not constitute consent to a subsequent transfer. Notwithstanding the foregoing, so long as Sirenza Microdevices, Inc. continues to guaranty Sublessee's performance of its obligations under this Sublease in accordance with the Guaranty (defined below), Sublessee may, without Sublessor's prior written consent (but only after obtaining Master Lessor's consent to the extent required under the Master Lease) and without constituting an assignment or sublease hereunder, sublet the entirety of the Subleased Premises or assign the Sublease to (a) an entity controlling, controlled by or under common control with Sublessee, (b) a successor entity related to Sublessee by merger, consolidation, or nonbankruptcy reorganization, or (c) a purchaser of substantially all of Sublessee's assets located in the Subleased Premises. Subject to the conditions contained in the immediately preceding sentence, a sale or transfer of Sublessee's capital stock shall not be deemed an assignment, subletting or any other transfer of the Sublease or the Subleased Premises. 16. DEFAULT. Sublessee shall be in default of its obligations under this Sublease if any of the following events occur: (a) Sublessee fails to pay any Rent within five (5) days of when due; (b) Sublessee fails to perform any term, covenant or condition of this Sublease (except those requiring payment of Rent) and fails to cure such breach within the time frame specified in this Sublease, or the Master Lease with respect to those provisions incorporated by reference herein; or (c) Sublessee commits any other act or omission which constitutes a default under the Master Lease, which has not been cured after delivery of any written notice and passage of any applicable grace period provided in the Master Lease. 17. REMEDIES. In the event of any default by Sublessee, Sublessor shall have the remedies provided in the Master Lease. 18. RIGHT TO CURE DEFAULTS. If Sublessee fails to pay any sum of money due hereunder, or fails to perform any other act on its part to be performed hereunder, then Sublessor may, but shall not be obligated to, after passage of any applicable notice and cure periods (except in the case of an emergency, in which case no cure period is required), make such payment or perform such act. All such sums paid, and all reasonable costs and expenses of performing any such act, shall be deemed Additional Rent payable by Sublessee to Sublessor upon demand. 19. SURRENDER; HOLDOVER. Prior to expiration of this Sublease, Sublessee shall remove all of its personal property and shall surrender the Subleased Premises to Sublessor 4 broom clean, in the same condition as exists on the Commencement Date, reasonable wear and tear, alterations that may be surrendered hereunder, casualty, condemnation, and Hazardous Materials (except those for which Sublessee is responsible under Section 9 of this Sublease or any applicable provision of the Master Lease), excepted. If the Subleased Premises are not so surrendered, then Sublessee shall be liable to Sublessor for all reasonable costs actually incurred by Sublessor as a result of such failure by Sublessee. In the event that Sublessee does not surrender the Subleased Premises upon the expiration or earlier termination of this Sublease as to the Subleased Premises as required above, Sublessee shall pay Sublessor holdover Base Rent in an amount equal to the holdover rent specified in the Master Lease. 20. ESTOPPEL CERTIFICATES. Within ten (10) calendar days after receipt of written demand by either party, the other party shall execute and deliver to the requesting party an estoppel certificate (a) certifying that this Sublease is unmodified and in full force and effect or, if modified, the nature of such modification; (b) acknowledging, to the best of the responding party's knowledge, that there are no uncured defaults on the part of the requesting party; and (c) certifying such other information as is reasonably required by the requesting party. 21. SUBORDINATION. This Sublease is subject and subordinate to all present and future ground leases, underlying leases, mortgages, deeds of trust or other encumbrances, and all renewals, modifications and replacements thereof affecting any portion of the Subleased Premises. 22. RIGHT OF ENTRY. Sublessor shall have the same right of entry into the Subleased Premises as the Master Lessor under the Master Lease. 23. LATE CHARGE. If Sublessee fails to pay to Sublessor any amount due hereunder within five (5) days of when due, Sublessee shall pay Sublessor upon demand a late charge equal to the amount of any late charge which is specified under the Master Lease. In addition, Sublessee shall pay to Sublessor interest on all amounts due, at the rate interest specified in the Master Lease from the due date to and including the date of the payment. 24. NOTICES. Any notice given under this Sublease shall be in writing and shall be hand delivered or mailed (by certified mail, return receipt requested, postage prepaid, or by overnight delivery), addressed as follows: (a) if to Sublessee: 522 Almanor Avenue, Sunnyvale, CA 94085, Attn.: Chief Financial Officer, with a copy to Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road Palo Alto, CA 94304, Attn: Steven V. Bernard and (b) if to Sublessor: 4895 Peoria St. Denver, CO 80239, Attn.: Chief Financial Officer, with a copy to Cooley Godward LLP, 380 Interlocken Crescent, Suite 900, Broomfield, CO 80021, Attn: James Linfield. Any notice shall be deemed to have been given when hand delivered or, if mailed, three (3) business days after mailing. 25. EFFECT OF CONVEYANCE. As used in this Sublease, the term "SUBLESSOR" means the holder of a leasehold interest in the Premises pursuant to the Master Lease. In the event of any assignment or transfer of the Premises by Sublessor, then Sublessor, upon the transferee's assumption, in writing, of Sublessor's obligations under this Sublease and the Master Lease, shall be and hereby is entirely relieved of all covenants and obligations of Sublessor as to the Subleased Premises accruing after the date of such transfer, and it shall be deemed and construed 5 that any transferee has assumed and shall carry out all covenants and obligations thereafter to be performed by Sublessor hereunder. 26. PARKING. Sublessee shall have the right to use throughout the Term all of the parking spaces, if any, available to Sublessor in the parking lot for the Premises. 27. SIGNAGE. Subject to the consent of Master Lessor, if required under the Master Lease, Sublessee shall have the right to use, install and maintain, at Sublessee's expense, all signage that Sublessor is permitted to display pursuant to the terms of the Master Lease. 28. ADDITIONAL PROVISIONS. The following additional provisions shall apply: (a) if the Master Lease terminates for any reason, this Sublease shall terminate concurrently therewith as to the Subleased Premises; (b) Sublessee shall also have the non-exclusive right to use the common areas outside the Premises that Sublessor has the right to use under the Master Lease; (c) Sublessor, with respect to the obligations of Master Lessor under the Master Lease, shall request Master Lessor in writing to perform such obligations as and when requested to do so by Sublessee, and to use Sublessor's reasonable efforts to obtain Master Lessor's performance; (d) Sublessee shall comply with all restrictions set forth in the Master Lease and all rules and regulations promulgated from time to time by Master Lessor; (e) except as expressly set forth in this Sublease, Sublessee shall obtain the prior written consent of Sublessor and Master Lessor with respect to any act which, if performed by Sublessor, would require Master Lessor's approval under the Master Lease, and the consent of Sublessor may be withheld if Master Lessor's consent is not obtained; and (f) this Sublease shall be at all times subject and subordinate to the Master Lease. 29. SUBLESSOR'S REPRESENTATIONS AND WARRANTIES. Sublessor represents and warrants that (i) the Master Lease is in full force and effect, and there exists under the Master Lease no default or event of default by either Sublessor, or to the best of Sublessor's actual knowledge, Master Lessor, nor has there occurred any event which, with the giving of notice or the passage of time or both, could constitute such a default or event of default; and (ii) a true, correct and complete copy of the Master Lease is attached hereto as EXHIBIT A. 30. CONSENT OF MASTER LESSOR AND SUBLESSOR. If Sublessee desires to take any action which requires the consent or approval of Sublessor pursuant to the terms of this Sublease, prior to taking such action, including, without limitation, making any alterations, then, notwithstanding anything to the contrary herein, (a) Sublessor shall have the same rights of approval or disapproval as Master Lessor has under the Master Lease, and (b) Sublessee shall not take any such action until it obtains the consent of Sublessor and Master Lessor, as may be required under this Sublease or the Master Lease. This Sublease shall not be effective unless and until any required written consent of the Master Lessor shall have been obtained. 31. AMENDMENT. This Sublease may not be amended except by the written agreement of all parties hereto. 32. BROKERS. Each party hereto hereby represents and warrants that it has dealt with no broker in connection with this Sublease and the transactions contemplated herein. Each party shall indemnify, protect, defend and hold harmless the other from all costs and expenses 6 (including reasonable attorneys' fees) arising from or relating to a breach of the foregoing representation and warranty. 33. GUARANTY. Sirenza Microdevices, Inc. shall guaranty the performance and payment obligations of Sublessee under this Sublease. Upon the mutual execution of this Sublease, Sirenza Microdevices, Inc. shall execute a guaranty of sublease in the form of EXHIBIT C attached hereto and made a part hereof (the "GUARANTY"). 34. MISCELLANEOUS. This Sublease shall in all respects be governed by and construed in accordance with the laws of the jurisdiction in which the Subleased Premises are located. If any term of this Sublease is held to be invalid or unenforceable by any court of competent jurisdiction, then the remainder of this Sublease shall remain in full force and effect to the fullest extent possible under the law, and shall not be affected or impaired. Time is of the essence with respect to the performance of every provision of this Sublease in which time of performance is a factor. Any executed copy of this Sublease shall be deemed an original for all purposes. This Sublease shall, subject to the provisions regarding assignment and subletting, apply to and bind the respective heirs, successors, executors, administrators and assigns of Sublessor and Sublessee. The language in all parts of this Sublease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Sublessor or Sublessee. The captions used in this Sublease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. When a party is required to do something by this Sublease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. If either party brings any action or legal proceeding with respect to this Sublease, the prevailing party shall be entitled to recover reasonable attorneys' and experts' fees and court costs. This Sublease may be executed in counterparts. 7 IN WITNESS WHEREOF, the parties have executed this Sublease as of the day first above written. SUBLESSOR: SUBLESSEE: Vari-L Company, Inc., Olin Acquisition Corporation, a Colorado corporation a Delaware corporation By: /s/ CHARLES R. BLAND By: /s/ THOMAS J. SCANNELL ------------------------ ---------------------- Name: Charles R. Bland Name: Thomas J. Scannell ---------------------- -------------------- Its: Chief Executive Officer Its: President ----------------------- -------------------- 8 EXHIBIT A MASTER LEASE EXHIBIT B CONSENT TO SUBLEASE Master Lessor hereby acknowledges receipt of a copy of that certain sublease between Vari-L Corporation, as sublessor ("SUBLESSOR") and Olin Acquisition Corporation as sublessee ("SUBLESSEE"), dated March 31, 2003 (the "SUBLEASE") concerning those premises located at 4895 Peoria Street, Denver, Colorado (the "SUBLEASED PREMISES"), and Master Lessor hereby consents to all of the terms and conditions thereof. All capitalized terms used herein that are not specifically defined herein shall have the meaning ascribed to them in the Sublease. Master Lessor further agrees that, notwithstanding anything to the contrary in the Master Lease: 1. NOTICE. Master Lessor shall deliver to Sublessee, at the same time and in the same manner as delivered to Sublessor, a copy of any notice required to be delivered to Sublessor under the Master Lease. 2. RIGHT TO CURE. In the event that Sublessor defaults in the performance or observance of any of Sublessor's obligations under the Master Lease, Master Lessor agrees that Sublessee shall have the right, but not the obligation, on behalf of Sublessor to cure any default, of which Sublessee has notice, within the time available to Sublessor to cure any such default under the Master Lease, and Master Lessor shall accept such cure from Sublessee. In addition, Sublessee shall have the right to pay directly to Master Lessor all rent and other sums owing by Sublessee to Sublessor under the Sublease which are also owed by Sublessor to Master Lessor under the Master Lease if (i) Sublessee reasonably believes that Sublessor has failed to make any payment required to be made by Sublessor to Master Lessor under the Master Lease and Sublessor fails to provide adequate proof of payment within two (2) business days after Sublessee's written demand requesting such proof, or (ii) Sublessee reasonably believes that Sublessor will fail to make any payment required to be made by Sublessor to Master Lessor under the Master Lease and Sublessor fails to provide assurance of future performance in form reasonably satisfactory to Sublessee within two (2) business days after Sublessee's written demand requesting such assurance. Any sums paid directly by Sublessee to Master Lessor in accordance with this paragraph shall be credited toward the amounts payable by Sublessee to Sublessor under the Sublease. In the event Sublessee tenders payment directly to Master Lessor in accordance with this paragraph and Master Lessor refuses to accept such payment, Sublessee shall have the right to deposit such funds in an account with a national bank for the benefit of Master Lessor and Sublessor, and the deposit of such funds in such an account shall discharge Sublessee's obligation under this Sublease to make the payment in question. 3. NON-DISTURBANCE. If the Master Lease terminates prior to expiration of the term of the Sublease for any reason other than as a result of Master Lessor's right to terminate the Master Lease for casualty or condemnation as provided in the Master Lease, then Master Lessor covenants and agrees that this Sublease shall continue in full force and effect, at Sublessee's option, as a direct lease between Master Lessor and Sublessee upon all of the terms, covenants and conditions of the Sublease, and Master Lessor shall recognize Sublessee's right to possession of the Subleased Premises as provided in the Sublease and shall not disturb Sublessee's right to possession so long as Sublessee is not in default under the Sublease beyond the period provided for the cure of any such default. 2 4. ASSIGNMENT AND SUBLETTING. Sublessee may, without Master Lessor's prior written consent and without payment of any amount to Master Lessor, sublet the Subleased Premises or assign the Sublease to (i) an entity, controlling, controlled by, or under common control with Sublessee, (ii) a successor entity related to Sublessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (iii) a purchaser of substantially all of Sublessee's assets located at the Subleased Premises. Neither the sale or transfer of Sublessee's capital stock shall be deemed an assignment, subletting, or other transfer of the Sublease or the Subleased Premises. 5. WAIVER OF SUBROGATION. Notwithstanding anything to the contrary contained in the Sublease or the Master Lease, Master Lessor and Sublessee each release the other and their respective agents, employees, successors, assignees and subtenants from all liability for injury to any person or damage to any property that is caused by or results from a risk which is actually insured against, which is required to be insured against under the Master Lease or the Sublease, or which would normally be covered by "all risk" property insurance, without regard to the negligence or willful misconduct of the person or entity so released. 6. HAZARDOUS MATERIALS. To Master Lessor's best knowledge, (i) no Hazardous Materials, as defined in the Sublease, are present in the Premises or at the property where the Premises is situated (the "PROJECT"), (ii) no underground storage tanks are present at the Premises or at the property where the Premises is situated, and (iii) no action, proceeding or claim is pending or threatened regarding the Premises or at the property where the Premises is situated concerning any Hazardous Materials or pursuant to any environmental law. Under no circumstance shall Sublessee be liable for, and Master Lessor shall indemnify, defend and hold harmless Sublessee, its shareholders, directors, agents, representatives, successors, subtenants and assigns from and against, all losses, costs, claims, liabilities, and damages (including reasonable attorneys' fees) directly or indirectly arising in connection with any Hazardous Materials present at any time on or about the Project or the violation of any environmental laws, except to the extent that any of the foregoing actually results from the release of Hazardous Materials by Sublessee or its agents in violation of environmental laws and regulations. 7. LIEN; SECURITY INTEREST. Master Lessor shall have no security interest or lien on any item of Sublessee's trade fixtures, furniture, equipment and other personal property ("SUBLESSEE'S PROPERTY"). Within ten (10) days after Sublessee's request, Master Lessor shall execute documents reasonably acceptable to both parties to evidence Master Lessor's waiver of any right, title, lien, or interest in Sublessee's Property. Master Lessor waives any right of distraint, distress for rent or "landlord's lien" that may arise at law. 8. PARKING. Master Lessor acknowledges that Sublessee is entitled to all of the parking spaces in the parking lot serving the Subleased Premises. 9. Intentionally omitted. 10. Intentionally omitted. 3 11. CONSENTS. Whenever the consent or approval of Master Lessor is required with respect to the Sublease or the Subleased Premises, such consent or approval shall not be unreasonably withheld or delayed. 4 This consent shall be binding upon any successors, assigns or other transferees of Master Lessor's or Sublessor's interests under the Master Lease or of Sublessee's pr Sublessor's interests under the Sublease. IN WITNESS WHEREOF, the undersigned have executed this Consent to Sublease as of the 31st day of March, 2003. MASTER LESSOR: SUBLESSOR: FIVE-K INVESTMENTS, VARI-L CORPORATION, a Colorado general partnership a Colorado corporation By: /s/ HAROLD KUNZ By: /s/ CHARLES R. BLAND ---------------- ------------------------ Name: Harold Kunz Name: Charles R. Bland -------------- ---------------------- Its: General Partner Its: Chief Executive Officer --------------- ----------------------- SUBLESSEE: OLIN ACQUISITION CORPORATION, a Delaware corporation By: /s/ THOMAS J. SCANNELL ---------------------- Name: Thomas J. Scannell -------------------- Its: President --------------------- 5 EXHIBIT C GUARANTY IN CONSIDERATION OF, and as an inducement to, Vari-L Company, Inc., a Colorado corporation ("Sublessor"), to enter into that certain Sublease dated of even date herewith (the "Sublease") with Olin Acquisition Corp., a Delaware corporation ("Sublessee"), with respect to the Subleased Premises described more particularly in the Sublease (the "Premises"), the undersigned Guarantor has executed and delivered this Guaranty as of this 31st day of March, 2003. Guarantor acknowledges that the current Sublessee under the Sublease is a wholly-owned subsidiary of Guarantor, that Sublessor would not enter into the Sublease without this Guaranty, that without this Guaranty Sublessor could elect not to enter into the Sublease, and that entering into the Sublease is in the best interests of Sublessee and will benefit Sublessee and therefore that Guarantor will benefit from Sublessor's entering into the Sublease with Sublessee. 1. Guarantor hereby guarantees to Sublessor, its successors and assigns the full and prompt payment of the Rent (as defined in the Sublease) and all other sums and charges payable by Sublessee, its successors and assigns, under the Sublease, and further hereby guarantees the full and timely performance and observance of all the covenants, terms, conditions and agreements therein provided to be performed or observed by Sublessee, its successors and assigns. Guarantor hereby covenants and agrees to and with Sublessor, its successors and assigns, that if default (beyond applicable notice and cure periods) shall at any time be made by Sublessee, its successors and assigns, in the payment of any such Rent and any and all such other sums and charges, or in the performance and observance of any of the covenants, terms, conditions or agreements contained in the Sublease, Guarantor shall, within five (5) business days after written notice to Guarantor, forthwith pay such Rent and other sums and charges, and any arrears thereof, to Sublessor, its successors and assigns, and shall forthwith faithfully perform and fulfill all of such terms, covenants, conditions and agreements, or, with respect to non-monetary defaults only, if the cure of such defaults cannot reasonably be accomplished within such five (5) business day period, Guarantor shall (within such period) commence the cure and shall diligently pursue such cure to completion. Guarantor shall also forthwith pay to Sublessor all reasonable attorneys' fees and disbursements payable by Sublessee under the Sublease or incurred by Sublessor in the enforcement of this Guaranty. Sublessor shall accept Guarantor's payment of such Rent and other sums and charges due under the Sublease and this Guaranty and Guarantor's performance of Sublessee's obligations under the Sublease as a cure of Sublessee's failure to make such payment or perform such obligation in the manner required under the Sublease. 2. This Guaranty is an absolute and unconditional guaranty of payment and of performance. The obligations of Guarantor are independent of the obligations of Sublessee. This Guaranty shall be enforceable against Guarantor without the necessity of any suit or proceedings on Sublessor's part of any kind or nature whatsoever against Sublessee, its successors and assigns, and without the necessity of any notice of nonpayment, nonperformance or nonobservance, except as specifically provided above or, with respect to the Sublease, as provided in the Sublease, or any notice of acceptance of this Guaranty, or any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives. Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations 6 of Guarantor hereunder shall in nowise be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Sublessor against Sublessee, or against Sublessee's successors and assigns, of any of the rights or remedies reserved to Sublessor pursuant to the provisions of the Sublease or by relief of Sublessee from any of Sublessee's obligations under the Sublease or otherwise by (a) the release or discharge of Sublessee in any creditors' proceedings, receivership, bankruptcy or other proceedings, (b) the impairment, limitation or modification of the liability of Sublessee or the estate of Sublessee in bankruptcy, or of any remedy for the enforcement of Sublessee's liability under the Sublease, resulting from the operation of any present or future provision of the United States Bankruptcy Code, or (c) the rejection or disaffirmance of the Sublease in any such proceedings. 3. This Guaranty shall be a continuing guaranty and the liability of Guarantor shall in no way be affected, modified or diminished by reason of any assignment, amendment, renewal, supplement, modification or extension of the Sublease or by reason of any modification or waiver of or change in any of the terms, covenants, conditions or provisions of the Sublease, or by reason of any extension of time that may be granted by Sublessor to Sublessee, its successors or assigns or a changed or different use of the Premises consented to in writing by Sublessor, or by reason of any dealings or transactions or matters or things occurring between Sublessor and Sublessee, its successors or assigns, whether or not notice thereof is given to Guarantor. 4. Sublessor's consent to any assignment or assignments, and successive assignments by Sublessee and Sublessee's assigns of the Sublease, made either with or without notice to Guarantor, shall in no manner whatsoever release Guarantor from any liability as Guarantor. 5. The assignment by Sublessor of the Sublease and/or the avails and proceeds thereof made either with or without notice to Guarantor shall in no manner whatsoever release Guarantor from any liability as Guarantor. Sublessor may without notice to Guarantor assign this Guaranty. 6. All of Sublessor's rights and remedies under the Sublease or under this Guaranty are intended to be distinct, separate and cumulative, and no such right and remedy therein or herein mentioned is intended to be in exclusion of or a waiver of any of the others. The obligation of Guarantor hereunder shall not be released by Sublessor's receipt, application or release of security given for the performance and observance of covenants and conditions required to be performed and observed by Sublessee under the Sublease, nor shall Guarantor be released by the maintenance of or execution upon any lien which Sublessor may have or assert against Sublessee and/or Sublessee's assets. 7. Until all the covenants and conditions in the Sublease on Sublessee's part to be performed and observed are fully performed and observed, Guarantor (a) shall have no right of subrogation against Sublessee by reason of any payments or acts of performance by Guarantor in compliance with the obligations of Guarantor hereunder and (b) waives any right to enforce any remedy which Guarantor now or hereafter shall have against Sublessee by reason of any one or more payment or acts of performance in compliance with the obligations of Guarantor hereunder. 7 8. Guarantor hereby agrees that this Guaranty shall be governed by the laws of the State of Colorado. 9. All notices and demands which Sublessor is required to give or may elect to give to Guarantor, shall be in writing and shall comply with the procedures set forth in the Sublease and addressed as set forth below. 8 IN WITNESS WHEREOF, the undersigned Guarantor has executed this Guaranty as of the date set forth below. GUARANTOR: SIRENZA MICRODEVICES, INC., a Delaware corporation By: /s/ THOMAS J. SCANNELL ---------------------- Name: Thomas J. Scannell -------------------- Its: VP Finance & CFO --------------------- Date: 3/26/03 -------------------- Address for notices and service of process: SIRENZA MICRODEVICES, INC. 522 Almanor Avenue Sunnyvale, CA 94085 Attn: Chief Financial Officer Telephone: (408) 616-5400 Telecopier: (408) 739-0970 With a copy to: Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, CA 94304 Attention: Steven V. Bernard Telephone No.: 650-493-9300 Facsimile No.: 650-493-6811 9 CONSENT TO SUBLEASE Life Investors Insurance Company of America ("LIICA") hereby acknowledges receipt of a copy of (a) that certain Sublease (the "Sublease") between Vari-L Company, Inc. ("Vari-L") and Olin Acquisition Corporation ("Olin") dated March 31, 2003, and (b) that certain Consent to Sublease (the "Five-K Consent") between Vari-L as sublessor, Olin as sublessee and Five-K Investments Company ("Five-K") as master lessor, dated April 11, 2003, both concerning those premises located at 4895 Peoria Street, Denver, Colorado. LIICA hereby consents to (i) all of the terms and conditions of the Sublease, (ii) all of the terms and conditions of the Five-K Consent and (iii) the execution by Five-K of the Five-K Consent, notwithstanding the provisions of that certain Absolute Assignment of Leases and Rents agreement dated December 15, 1997, and that certain Subordination, Non-Disturbance and Attornment Agreement dated December 16, 1997, both between Five-K and LIICA, to the contrary. IN WITNESS WHEREOF, the undersigned has executed this Consent to Sublease as of the 11th day of April, 2003. LIFE INVESTORS INSURANCE COMPANY OF AMERICA By: AEGON USA Realty Advisors, Inc. Its: /s/ DAVID C. FETTMAN -------------------- By: David C. Fettman --------------------- Its: Vice President -------------------- EX-10.5 8 d05217exv10w5.txt EX-10.5 SUBLEASE AGREEMENT DATED MARCH 31, 2003 EXHIBIT 10.5 SUBLEASE This Sublease (this "SUBLEASE") is entered into between Vari-L Company, Inc., a Colorado corporation ("SUBLESSOR") and Olin Acquisition Corporation, a Delaware corporation ("SUBLESSEE") as of March 31, 2003. 1. SUBLEASED PREMISES. Sublessor hereby subleases to Sublessee, upon the terms and conditions set forth herein, certain premises (the "SUBLEASED PREMISES") consisting of the entire premises leased by Sublessor pursuant to that certain lease dated July 12, 2000 (the "MASTER LEASE"), between First Industrial, L.P., as landlord (the "MASTER LESSOR") and Sublessor, as tenant, with respect to premises located at 4955 Peoria Street, Unit D, Denver, Colorado. A true, correct and complete copy of the Master Lease is attached hereto as EXHIBIT A. In connection with its use of the Subleased Premises, Sublessee shall also have the non-exclusive right to use the areas described in the Master Lease as common or shared areas. 2. TERM. The term of this Sublease shall commence on the "CLOSING" as defined in Section 1.1 of that certain Asset Purchase Agreement, dated December 2, 2002, by and among Sirenza Microdevices, Inc., Olin Acquisition Corporation and Vari-L Company, Inc. (the "APA"), provided Sublessor has theretofore obtained the consent of Master Lessor (the "COMMENCEMENT DATE"). The term, subject to the earlier termination of the Master Lease or the sooner termination of this Sublease pursuant to its terms, shall continue until June 30, 2003 (the "TERMINATION DATE"). Sublessor will obtain the written consent of Master Lessor to this Sublease in the form attached hereto as EXHIBIT B or other form acceptable to Master Lessor, and reasonably acceptable to Sublessor and Sublessee. Sublessee shall cooperate with Sublessor in obtaining the written consent to the Sublease by Master Lessor. 3. SUBLEASE RENT AND DEPOSIT. (a) BASE RENT. Sublessee shall pay Sublessor as rent for the Subleased Premises ("BASE RENT") for each month during the period from the Commencement Date to and including the Termination Date, the base rent payable under the Master Lease. The first installment of Base Rent shall be due and payable on the Commencement Date and on the first (1st) day of each month thereafter. Base Rent shall be paid without any deduction or offset and without prior notice or demand, at the address indicated by Sublessor from time to time. The Base Rent for any period which is for less than one (1) month of the Term shall be prorated. (b) ADDITIONAL RENT. In addition to Base Rent, Sublessee shall also pay to Sublessor the entirety of Tenant's Share of Common Area Operating Expenses (as that term is defined in the Master Lease), and all other costs payable by Sublessor under the Master Lease, except for any costs for services, repairs or maintenance which are not made at the request or for the benefit of Sublessee ("ADDITIONAL RENT"). In addition, at all times during the term of this Sublease, Sublessor shall maintain direct contracts, in Sublessor's own name, with the relevant utility provider, for the provision of any utilities to the Premises, including, without limitation, for utilities such as electricity, water and heating. Sublessor shall invoice Sublessee for the costs of the utilities provided under such contracts, and Sublessee shall pay such amounts as Additional Rent pursuant to the terms of this Section 3.(b). Additional Rent shall be payable to Sublessor as and when payments are due from Sublessor pursuant to the Master Lease, but at least five (5) business days prior to the date Sublessor must pay such amounts to Master Lessor. Sublessee 1 shall further pay to Sublessor as Additional Rent any costs and expenses applicable to the Sublease Premises which are paid directly by Sublessor, including, but not limited to, utilities, personal property taxes and real property taxes; provided, however, that Sublessee shall have no obligation with respect to any of such costs which are incurred solely for the benefit of Sublessor. Base Rent and Additional Rent hereinafter collectively shall be referred to as "RENT." Sublessee shall be entitled to, and benefit from, any rental abatement granted Sublessor under the Master Lease for whatever reason to the extent that such abatement relates to the Subleased Premises and the term of this Sublease. 4. USE; COMPLIANCE WITH LAWS; RULES. Sublessee may use the Subleased Premises only for the uses set forth in the Master Lease. Sublessee shall promptly observe and comply with all laws with respect to Sublessee's use of the Subleased Premises; provided, however, that Sublessee shall not be required to comply with any laws requiring the construction of alterations in the Subleased Premises, unless due to Sublessee's particular use of the Subleased Premises as distinct from the uses of the Subleased Premises prior to the Commencement Date or required due to any alterations, additions or improvements made or proposed by Sublessee. Sublessee shall not do or permit anything to be done in, about or with respect to the Subleased Premises which would (a) injure the Subleased Premises, (b) vibrate, shake, overload, or impair the efficient operation of the Premises or the building systems located therein or (c) otherwise violate the Master Lease. 5. INSURANCE. In the event Master Lessor requires Sublessee to do so, Sublessee shall obtain and keep in full force and effect during the term of this Sublease, at Sublessee's sole cost, the insurance that Sublessor is required to maintain as "tenant" under the Master Lease, and such policies shall name each Sublessor and Master Lessor as an "additional insured." Upon request, Sublessee shall promptly deliver certificates evidencing such insurance to Sublessor and/or Master Lessor. 6. TAXES. Sublessee shall pay before delinquency all taxes imposed against Sublessee's personal property in the Subleased Premises allocable to the term of this Sublease. 7. SUBROGATION. The waiver of subrogation provisions set forth in the Master Lease shall be deemed a three-party agreement binding among and inuring to the benefit of Sublessee, Sublessor and Master Landlord, by reason of its consent to this Sublease. 8. INDEMNITY. Each party shall defend, indemnify, protect and hold harmless the other from and against any and all liability, loss, claim, damage and cost (including attorneys' fees) to the extent due to the negligence or willful misconduct of the indemnifying party or its agents, employees or contractors or the indemnifying party's violation of the terms of this Sublease. This indemnification shall survive the termination of this Sublease. 9. HAZARDOUS MATERIALS. Sublessee shall not, without the prior written consent of Sublessor and Master Lessor, use, store, transport or dispose of any Hazardous Material in or about the Subleased Premises, except for Hazardous Materials of a type and in amounts used by Sublessor in the Premises prior to the Commencement Date. In the event Sublessee is using Hazardous Materials at the Subleased Premises, Sublessee, at its sole cost, shall comply with all laws relating to its use of Hazardous Materials and any provisions of the Master Lease pertaining 2 to Hazardous Materials. If Hazardous Materials stored, used, disposed of, or released on or about the Subleased Premises by Sublessee or its agents or employees result in contamination of the Subleased Premises or the water or soil thereunder, then Sublessee shall promptly take any and all action necessary to clean up such contamination as required by law and any other action specified under the Master Lease. Except as otherwise set forth in the APA, Sublessee shall indemnify, defend, protect and hold Sublessor and Master Lessor and each of their officers, directors, employees, successors and assigns harmless from and against, all losses, damages, claims, costs and liabilities, including attorneys' fees and costs, arising out of Sublessee's use, discharge, disposal, storage, transport, release or emission of Hazardous Materials on or about the Premises during the term of this Sublease. Unless otherwise defined in the Master Lease, "HAZARDOUS MATERIALS" shall mean any material or substance that is now or hereafter designated by any applicable governmental authority to be, or regulated by any applicable governmental authority as, radioactive, toxic, hazardous or otherwise a danger to health, reproduction or the environment. 10. REPAIRS. Sublessor shall deliver the Subleased Premises to Sublessee in its current, "as is" condition. Sublessee agrees that (i) Sublessor has made no representation or warranty of any kind or nature respecting the Sublease Premises, their condition or suitability for Sublessee's use, except as set forth in the APA, and (ii) Sublessee agrees to accept the Subleased Premises in "as is" condition, without any obligation on the part of Sublessor to modify, improve or otherwise prepare the Sublease Premises for Sublessee's occupancy. Sublessor shall continue to perform the repairs and maintenance obligations required of the Tenant under the Master Lease, and except where caused by the negligence or willful misconduct of Sublessor, any costs of such repairs and maintenance shall be paid by Sublessee to Sublessor as Additional Rent. 11. ALTERATIONS. No alterations or improvements shall be made to the Subleased Premises without the prior written consent of Sublessor and Master Lessor in accordance with the provisions of the Master Lease. 12. Intentionally omitted. 13. LIEN; SECURITY INTEREST. Sublessor shall have no security interest or lien on any item of Sublessee's trade fixtures, furniture, equipment and other personal property ("SUBLESSEE'S PROPERTY"). Within ten (10) days after Sublessee's request, Sublessor shall execute documents reasonably acceptable to both parties to evidence Sublessor's waiver of any right, title, lien, or interest in Sublessee's Property. Sublessor waives any right of distraint, distress for rent or "landlord's lien" that may arise at law. 14. CASUALTY; CONDEMNATION. If all or any part of the Subleased Premises is taken by the exercise of the power of eminent domain or a voluntary transfer in lieu thereof (a "CONDEMNATION") or damaged due to any peril ("CASUALTY"), this Sublease shall terminate to the extent the Master Lease terminates with respect to the part of the Subleased Premises so taken or damaged. In addition, to the extent that the Master Lease gives Sublessor any right to terminate the Master Lease in the event of a casualty or condemnation affecting the Premises, Sublessor shall be entitled to exercise or not exercise such right in its sole and absolute discretion, and in such event, Sublessor shall concurrently notify Sublessee of such election. If this Sublease is not terminated following a Condemnation or Casualty, Sublessor shall make or use reasonable 3 efforts to cause Master Lessor to make all repairs and alterations that are reasonably necessary to restore that portion of the Subleased Premises so taken or damaged, and Rent shall be reduced to the extent Sublessor's rent under the Master Lease is abated with respect to such Condemnation of the Subleased Premises or Casualty affecting the Subleased Premises. All Condemnation proceeds shall be shared with Sublessee to the extent applicable to the Subleased Premises and Sublessee's share of the Shared Areas. 15. ASSIGNMENT AND SUBLETTING. Sublessee may not assign this Sublease, sublet the Subleased Premises or permit any use of the Subleased Premises by another party (collectively, "TRANSFER"), without the prior written consent of Sublessor, which consent may not be unreasonably withheld, and the prior written consent of Master Lessor in accordance with terms of the Master Lease. Sublessor's consent to one Transfer shall not constitute consent to a subsequent transfer. Notwithstanding the foregoing, so long as Sirenza Microdevices, Inc. continues to guaranty Sublessee's performance of its obligations under this Sublease in accordance with the Guaranty (defined below), Sublessee may, without Sublessor's prior written consent (but only after obtaining Master Lessor's consent to the extent required under the Master Lease) and without constituting an assignment or sublease hereunder, sublet the entirety of the Subleased Premises or assign the Sublease to (a) an entity controlling, controlled by or under common control with Sublessee, (b) a successor entity related to Sublessee by merger, consolidation, or nonbankruptcy reorganization, or (c) a purchaser of substantially all of Sublessee's assets located in the Subleased Premises. Subject to the conditions contained in the immediately preceding sentence, a sale or transfer of Sublessee's capital stock shall not be deemed an assignment, subletting or any other transfer of the Sublease or the Subleased Premises. 16. DEFAULT. Sublessee shall be in default of its obligations under this Sublease if any of the following events occur: (a) Sublessee fails to pay any Rent within five (5) days of when due; (b) Sublessee fails to perform any term, covenant or condition of this Sublease (except those requiring payment of Rent) and fails to cure such breach within the time frame specified in this Sublease, or the Master Lease with respect to those provisions incorporated by reference herein; or (c) Sublessee commits any other act or omission which constitutes a default under the Master Lease, which has not been cured after delivery of any written notice and passage of any applicable grace period provided in the Master Lease. 17. REMEDIES. In the event of any default by Sublessee, Sublessor shall have the remedies provided in the Master Lease. 18. RIGHT TO CURE DEFAULTS. If Sublessee fails to pay any sum of money due hereunder, or fails to perform any other act on its part to be performed hereunder, then Sublessor may, but shall not be obligated to, after passage of any applicable notice and cure periods (except in the case of an emergency, in which case no cure period is required), make such payment or perform such act. All such sums paid, and all reasonable costs and expenses of performing any such act, shall be deemed Additional Rent payable by Sublessee to Sublessor upon demand. 19. SURRENDER; HOLDOVER. Prior to expiration of this Sublease, Sublessee shall remove all of its personal property and shall surrender the Subleased Premises to Sublessor broom clean, in the same condition as exists on the Commencement Date, reasonable wear and 4 tear, alterations that may be surrendered hereunder, casualty, condemnation, and Hazardous Materials (except those for which Sublessee is responsible under Section 9 of this Sublease or any applicable provision of the Master Lease), excepted. If the Subleased Premises are not so surrendered, then Sublessee shall be liable to Sublessor for all reasonable costs actually incurred by Sublessor as a result of such failure by Sublessee. In the event that Sublessee does not surrender the Subleased Premises upon the expiration or earlier termination of this Sublease as to the Subleased Premises as required above, Sublessee shall pay Sublessor holdover Base Rent in an amount equal to the holdover rent specified in the Master Lease. 20. ESTOPPEL CERTIFICATES. Within ten (10) calendar days after receipt of written demand by either party, the other party shall execute and deliver to the requesting party an estoppel certificate (a) certifying that this Sublease is unmodified and in full force and effect or, if modified, the nature of such modification; (b) acknowledging, to the best of the responding party's knowledge, that there are no uncured defaults on the part of the requesting party; and (c) certifying such other information as is reasonably required by the requesting party. 21. SUBORDINATION. This Sublease is subject and subordinate to all present and future ground leases, underlying leases, mortgages, deeds of trust or other encumbrances, and all renewals, modifications and replacements thereof affecting any portion of the Subleased Premises. 22. RIGHT OF ENTRY. Sublessor shall have the same right of entry into the Subleased Premises as the Master Lessor under the Master Lease. 23. LATE CHARGE. If Sublessee fails to pay to Sublessor any amount due hereunder within five (5) days of when due, Sublessee shall pay Sublessor upon demand a late charge equal to the amount of any late charge which is specified under the Master Lease. In addition, Sublessee shall pay to Sublessor interest on all amounts due, at the rate interest specified in the Master Lease from the due date to and including the date of the payment. 24. NOTICES. Any notice given under this Sublease shall be in writing and shall be hand delivered or mailed (by certified mail, return receipt requested, postage prepaid, or by overnight delivery), addressed as follows: (a) if to Sublessee: 522 Almanor Avenue, Sunnyvale, CA 94085, Attn.: Chief Financial Officer, with a copy to Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road Palo Alto, CA 94304, Attn: Steven V. Bernard and (b) if to Sublessor: 4895 Peoria St. Denver, CO 80239, Attn.: Chief Financial Officer, with a copy to Cooley Godward LLP, 380 Interlocken Crescent, Suite 900, Broomfield, CO 80021, Attn: James Linfield. Any notice shall be deemed to have been given when hand delivered or, if mailed, three (3) business days after mailing. 25. EFFECT OF CONVEYANCE. As used in this Sublease, the term "SUBLESSOR" means the holder of a leasehold interest in the Premises pursuant to the Master Lease. In the event of any assignment or transfer of the Premises by Sublessor, then Sublessor, upon the transferee's assumption, in writing, of Sublessor's obligations under this Sublease and the Master Lease, shall be and hereby is entirely relieved of all covenants and obligations of Sublessor as to the Subleased Premises accruing after the date of such transfer, and it shall be deemed and construed 5 that any transferee has assumed and shall carry out all covenants and obligations thereafter to be performed by Sublessor hereunder. 26. PARKING. Sublessee shall have the right to use throughout the Term all of the parking spaces, if any, available to Sublessor in the parking lot for the Premises. 27. SIGNAGE. Subject to the consent of Master Lessor, if required under the Master Lease, Sublessee shall have the right to use, install and maintain, at Sublessee's expense, all signage that Sublessor is permitted to display pursuant to the terms of the Master Lease. 28. ADDITIONAL PROVISIONS. The following additional provisions shall apply: (a) if the Master Lease terminates for any reason, this Sublease shall terminate concurrently therewith as to the Subleased Premises; (b) Sublessee shall also have the non-exclusive right to use the common areas outside the Premises that Sublessor has the right to use under the Master Lease; (c) Sublessor, with respect to the obligations of Master Lessor under the Master Lease, shall request Master Lessor in writing to perform such obligations as and when requested to do so by Sublessee, and to use Sublessor's reasonable efforts to obtain Master Lessor's performance; (d) Sublessee shall comply with all restrictions set forth in the Master Lease and all rules and regulations promulgated from time to time by Master Lessor; (e) except as expressly set forth in this Sublease, Sublessee shall obtain the prior written consent of Sublessor and Master Lessor with respect to any act which, if performed by Sublessor, would require Master Lessor's approval under the Master Lease, and the consent of Sublessor may be withheld if Master Lessor's consent is not obtained; and (f) this Sublease shall be at all times subject and subordinate to the Master Lease. 29. SUBLESSOR'S REPRESENTATIONS AND WARRANTIES. Sublessor represents and warrants that (i) the Master Lease is in full force and effect, and there exists under the Master Lease no default or event of default by either Sublessor, or to the best of Sublessor's actual knowledge, Master Lessor, nor has there occurred any event which, with the giving of notice or the passage of time or both, could constitute such a default or event of default; and (ii) a true, correct and complete copy of the Master Lease is attached hereto as EXHIBIT A. 30. CONSENT OF MASTER LESSOR AND SUBLESSOR. If Sublessee desires to take any action which requires the consent or approval of Sublessor pursuant to the terms of this Sublease, prior to taking such action, including, without limitation, making any alterations, then, notwithstanding anything to the contrary herein, (a) Sublessor shall have the same rights of approval or disapproval as Master Lessor has under the Master Lease, and (b) Sublessee shall not take any such action until it obtains the consent of Sublessor and Master Lessor, as may be required under this Sublease or the Master Lease. This Sublease shall not be effective unless and until any required written consent of the Master Lessor shall have been obtained. 31. AMENDMENT. This Sublease may not be amended except by the written agreement of all parties hereto. 32. BROKERS. Each party hereto hereby represents and warrants that it has dealt with no broker in connection with this Sublease and the transactions contemplated herein. Each party shall indemnify, protect, defend and hold harmless the other from all costs and expenses 6 (including reasonable attorneys' fees) arising from or relating to a breach of the foregoing representation and warranty. 33. GUARANTY. Sirenza Microdevices, Inc. shall guaranty the performance and payment obligations of Sublessee under this Sublease. Upon the mutual execution of this Sublease, Sirenza Microdevices, Inc. shall execute a guaranty of sublease in the form of EXHIBIT C attached hereto and made a part hereof (the "GUARANTY"). 34. MISCELLANEOUS. This Sublease shall in all respects be governed by and construed in accordance with the laws of the jurisdiction in which the Subleased Premises are located. If any term of this Sublease is held to be invalid or unenforceable by any court of competent jurisdiction, then the remainder of this Sublease shall remain in full force and effect to the fullest extent possible under the law, and shall not be affected or impaired. Time is of the essence with respect to the performance of every provision of this Sublease in which time of performance is a factor. Any executed copy of this Sublease shall be deemed an original for all purposes. This Sublease shall, subject to the provisions regarding assignment and subletting, apply to and bind the respective heirs, successors, executors, administrators and assigns of Sublessor and Sublessee. The language in all parts of this Sublease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Sublessor or Sublessee. The captions used in this Sublease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. When a party is required to do something by this Sublease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. If either party brings any action or legal proceeding with respect to this Sublease, the prevailing party shall be entitled to recover reasonable attorneys' and experts' fees and court costs. This Sublease may be executed in counterparts. 7 IN WITNESS WHEREOF, the parties have executed this Sublease as of the day first above written. SUBLESSOR: SUBLESSEE: Vari-L Company, Inc., Olin Acquisition Corporation, a Colorado corporation a Delaware corporation By: /s/ CHARLES R. BLAND By: /s/ THOMAS J. SCANNELL ------------------------ ---------------------- Name: Charles R. Bland Name: Thomas J. Scannell ---------------------- -------------------- Its: Chief Executive Officer Its: President ----------------------- --------------------- 8 EXHIBIT A MASTER LEASE EXHIBIT B CONSENT TO SUBLEASE Master Lessor hereby acknowledges receipt of a copy of that certain sublease between Vari-L Corporation, as sublessor ("SUBLESSOR") and Olin Acquisition Corporation as sublessee ("SUBLESSEE"), dated March 31, 2003 (the "SUBLEASE") concerning those premises located at 4955 Peoria Street, Unit D, Denver, Colorado (the "SUBLEASED PREMISES"), and Master Lessor hereby consents to all of the terms and conditions thereof. All capitalized terms used herein that are not specifically defined herein shall have the meaning ascribed to them in the Sublease. Master Lessor further agrees that, notwithstanding anything to the contrary in the Master Lease: 1. NOTICE. Master Lessor shall deliver to Sublessee, at the same time and in the same manner as delivered to Sublessor, a copy of any notice required to be delivered to Sublessor under the Master Lease. 2. RIGHT TO CURE. In the event that Sublessor defaults in the performance or observance of any of Sublessor's obligations under the Master Lease, Master Lessor agrees that Sublessee shall have the right, but not the obligation, on behalf of Sublessor to cure any default, of which Sublessee has notice, within the time available to Sublessor to cure any such default under the Master Lease, and Master Lessor shall accept such cure from Sublessee. In addition, Sublessee shall have the right to pay directly to Master Lessor all rent and other sums owing by Sublessee to Sublessor under the Sublease which are also owed by Sublessor to Master Lessor under the Master Lease if (i) Sublessee reasonably believes that Sublessor has failed to make any payment required to be made by Sublessor to Master Lessor under the Master Lease and Sublessor fails to provide adequate proof of payment within two (2) business days after Sublessee's written demand requesting such proof, or (ii) Sublessee reasonably believes that Sublessor will fail to make any payment required to be made by Sublessor to Master Lessor under the Master Lease and Sublessor fails to provide assurance of future performance in form reasonably satisfactory to Sublessee within two (2) business days after Sublessee's written demand requesting such assurance. Any sums paid directly by Sublessee to Master Lessor in accordance with this paragraph shall be credited toward the amounts payable by Sublessee to Sublessor under the Sublease. In the event Sublessee tenders payment directly to Master Lessor in accordance with this paragraph and Master Lessor refuses to accept such payment, Sublessee shall have the right to deposit such funds in an account with a national bank for the benefit of Master Lessor and Sublessor, and the deposit of such funds in such an account shall discharge Sublessee's obligation under this Sublease to make the payment in question. 3. NON-DISTURBANCE. If the Master Lease terminates prior to expiration of the term of the Sublease for any reason other than as a result of Master Lessor's right to terminate the Master Lease for casualty or condemnation as provided in the Master Lease, then Master Lessor covenants and agrees that this Sublease shall continue in full force and effect, at Sublessee's option, as a direct lease between Master Lessor and Sublessee upon all of the terms, covenants and conditions of the Sublease, and Master Lessor shall recognize Sublessee's right to possession of the Subleased Premises as provided in the Sublease and shall not disturb Sublessee's right to possession so long as Sublessee is not in default under the Sublease beyond the period provided for the cure of any such default. 2 4. ASSIGNMENT AND SUBLETTING. Sublessee may, without Master Lessor's prior written consent and without payment of any amount to Master Lessor, sublet the Subleased Premises or assign the Sublease to (i) an entity, controlling, controlled by, or under common control with Sublessee, (ii) a successor entity related to Sublessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (iii) a purchaser of substantially all of Sublessee's assets located at the Subleased Premises. Neither the sale or transfer of Sublessee's capital stock shall be deemed an assignment, subletting, or other transfer of the Sublease or the Subleased Premises. 5. WAIVER OF SUBROGATION. Notwithstanding anything to the contrary contained in the Sublease or the Master Lease, Master Lessor and Sublessee each release the other and their respective agents, employees, successors, assignees and subtenants from all liability for injury to any person or damage to any property that is caused by or results from a risk which is actually insured against, which is required to be insured against under the Master Lease or the Sublease, or which would normally be covered by "all risk" property insurance, without regard to the negligence or willful misconduct of the person or entity so released. 6. HAZARDOUS MATERIALS. To Master Lessor's best knowledge, (i) no Hazardous Materials, as defined in the Sublease, are present in the Premises or at the property where the Premises is situated (the "PROJECT"), (ii) no underground storage tanks are present at the Premises or at the property where the Premises is situated, and (iii) no action, proceeding or claim is pending or threatened regarding the Premises or at the property where the Premises is situated concerning any Hazardous Materials or pursuant to any environmental law. Under no circumstance shall Sublessee be liable for, and Master Lessor shall indemnify, defend and hold harmless Sublessee, its shareholders, directors, agents, representatives, successors, subtenants and assigns from and against, all losses, costs, claims, liabilities, and damages (including reasonable attorneys' fees) directly or indirectly arising in connection with any Hazardous Materials present at any time on or about the Project or the violation of any environmental laws, except to the extent that any of the foregoing actually results from the release of Hazardous Materials by Sublessee or its agents in violation of environmental laws and regulations. 7. LIEN; SECURITY INTEREST. Master Lessor shall have no security interest or lien on any item of Sublessee's trade fixtures, furniture, equipment and other personal property ("SUBLESSEE'S PROPERTY"). Within ten (10) days after Sublessee's request, Master Lessor shall execute documents reasonably acceptable to both parties to evidence Master Lessor's waiver of any right, title, lien, or interest in Sublessee's Property. Master Lessor waives any right of distraint, distress for rent or "landlord's lien" that may arise at law. 8. PARKING. Master Lessor acknowledges that Sublessee is entitled to Sublessor's pro-rata share, as "Tenant" under the Master Lease, of the unreserved vehicle parking spaces at the Building Complex. 9. Intentionally omitted. 10. Intentionally omitted. 3 11. CONSENTS. Whenever the consent or approval of Master Lessor is required with respect to the Sublease or the Subleased Premises, such consent or approval shall not be unreasonably withheld or delayed. 4 This consent shall be binding upon any successors, assigns or other transferees of Master Lessor's or Sublessor's interests under the Master Lease or of Sublessee's pr Sublessor's interests under the Sublease. IN WITNESS WHEREOF, the undersigned have executed this Consent to Sublease as of the 5th day of May, 2003. MASTER LESSOR: SUBLESSOR: FIRST INDUSTRIAL, L.P., VARI-L CORPORATION, a Delaware limited partnership a Colorado corporation By: /s/ GRAHAM RILEY By: /s/ CHARLES R. BLAND ---------------- ------------------------ Name: Graham Riley Name: Charles R. Bland -------------- ---------------------- Its: S.R.M. Its: Chief Executive Officer --------------- ----------------------- SUBLESSEE: OLIN ACQUISITION CORPORATION, a Delaware corporation By: /s/ THOMAS J. SCANNELL ---------------------- Name: Thomas J. Scannell -------------------- Its: President --------------------- 5 EXHIBIT C GUARANTY IN CONSIDERATION OF, and as an inducement to, Vari-L Company, Inc., a Colorado corporation ("Sublessor"), to enter into that certain Sublease dated of even date herewith (the "Sublease") with Olin Acquisition Corp., a Delaware corporation ("Sublessee"), with respect to the Subleased Premises described more particularly in the Sublease (the "Premises"), the undersigned Guarantor has executed and delivered this Guaranty as of this 31st day of March, 2003. Guarantor acknowledges that the current Sublessee under the Sublease is a wholly-owned subsidiary of Guarantor, that Sublessor would not enter into the Sublease without this Guaranty, that without this Guaranty Sublessor could elect not to enter into the Sublease, and that entering into the Sublease is in the best interests of Sublessee and will benefit Sublessee and therefore that Guarantor will benefit from Sublessor's entering into the Sublease with Sublessee. 1. Guarantor hereby guarantees to Sublessor, its successors and assigns the full and prompt payment of the Rent (as defined in the Sublease) and all other sums and charges payable by Sublessee, its successors and assigns, under the Sublease, and further hereby guarantees the full and timely performance and observance of all the covenants, terms, conditions and agreements therein provided to be performed or observed by Sublessee, its successors and assigns. Guarantor hereby covenants and agrees to and with Sublessor, its successors and assigns, that if default (beyond applicable notice and cure periods) shall at any time be made by Sublessee, its successors and assigns, in the payment of any such Rent and any and all such other sums and charges, or in the performance and observance of any of the covenants, terms, conditions or agreements contained in the Sublease, Guarantor shall, within five (5) business days after written notice to Guarantor, forthwith pay such Rent and other sums and charges, and any arrears thereof, to Sublessor, its successors and assigns, and shall forthwith faithfully perform and fulfill all of such terms, covenants, conditions and agreements, or, with respect to non-monetary defaults only, if the cure of such defaults cannot reasonably be accomplished within such five (5) business day period, Guarantor shall (within such period) commence the cure and shall diligently pursue such cure to completion. Guarantor shall also forthwith pay to Sublessor all reasonable attorneys' fees and disbursements payable by Sublessee under the Sublease or incurred by Sublessor in the enforcement of this Guaranty. Sublessor shall accept Guarantor's payment of such Rent and other sums and charges due under the Sublease and this Guaranty and Guarantor's performance of Sublessee's obligations under the Sublease as a cure of Sublessee's failure to make such payment or perform such obligation in the manner required under the Sublease. 2. This Guaranty is an absolute and unconditional guaranty of payment and of performance. The obligations of Guarantor are independent of the obligations of Sublessee. This Guaranty shall be enforceable against Guarantor without the necessity of any suit or proceedings on Sublessor's part of any kind or nature whatsoever against Sublessee, its successors and assigns, and without the necessity of any notice of nonpayment, nonperformance or nonobservance, except as specifically provided above or, with respect to the Sublease, as provided in the Sublease, or any notice of acceptance of this Guaranty, or any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives. Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations 6 of Guarantor hereunder shall in nowise be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Sublessor against Sublessee, or against Sublessee's successors and assigns, of any of the rights or remedies reserved to Sublessor pursuant to the provisions of the Sublease or by relief of Sublessee from any of Sublessee's obligations under the Sublease or otherwise by (a) the release or discharge of Sublessee in any creditors' proceedings, receivership, bankruptcy or other proceedings, (b) the impairment, limitation or modification of the liability of Sublessee or the estate of Sublessee in bankruptcy, or of any remedy for the enforcement of Sublessee's liability under the Sublease, resulting from the operation of any present or future provision of the United States Bankruptcy Code, or (c) the rejection or disaffirmance of the Sublease in any such proceedings. 3. This Guaranty shall be a continuing guaranty and the liability of Guarantor shall in no way be affected, modified or diminished by reason of any assignment, amendment, renewal, supplement, modification or extension of the Sublease or by reason of any modification or waiver of or change in any of the terms, covenants, conditions or provisions of the Sublease, or by reason of any extension of time that may be granted by Sublessor to Sublessee, its successors or assigns or a changed or different use of the Premises consented to in writing by Sublessor, or by reason of any dealings or transactions or matters or things occurring between Sublessor and Sublessee, its successors or assigns, whether or not notice thereof is given to Guarantor. 4. Sublessor's consent to any assignment or assignments, and successive assignments by Sublessee and Sublessee's assigns of the Sublease, made either with or without notice to Guarantor, shall in no manner whatsoever release Guarantor from any liability as Guarantor. 5. The assignment by Sublessor of the Sublease and/or the avails and proceeds thereof made either with or without notice to Guarantor shall in no manner whatsoever release Guarantor from any liability as Guarantor. Sublessor may without notice to Guarantor assign this Guaranty. 6. All of Sublessor's rights and remedies under the Sublease or under this Guaranty are intended to be distinct, separate and cumulative, and no such right and remedy therein or herein mentioned is intended to be in exclusion of or a waiver of any of the others. The obligation of Guarantor hereunder shall not be released by Sublessor's receipt, application or release of security given for the performance and observance of covenants and conditions required to be performed and observed by Sublessee under the Sublease, nor shall Guarantor be released by the maintenance of or execution upon any lien which Sublessor may have or assert against Sublessee and/or Sublessee's assets. 7. Until all the covenants and conditions in the Sublease on Sublessee's part to be performed and observed are fully performed and observed, Guarantor (a) shall have no right of subrogation against Sublessee by reason of any payments or acts of performance by Guarantor in compliance with the obligations of Guarantor hereunder and (b) waives any right to enforce any remedy which Guarantor now or hereafter shall have against Sublessee by reason of any one or more payment or acts of performance in compliance with the obligations of Guarantor hereunder. 7 8. Guarantor hereby agrees that this Guaranty shall be governed by the laws of the State of Colorado. 9. All notices and demands which Sublessor is required to give or may elect to give to Guarantor, shall be in writing and shall comply with the procedures set forth in the Sublease and addressed as set forth below. 8 IN WITNESS WHEREOF, the undersigned Guarantor has executed this Guaranty as of the date set forth below. GUARANTOR: SIRENZA MICRODEVICES, INC., a Delaware corporation By: /s/ THOMAS J. SCANNELL ---------------------- Name: Thomas J. Scannell -------------------- Its: V.P. Finance & CFO --------------------- Date: 3/26/03 --------------------- Address for notices and service of process: SIRENZA MICRODEVICES, INC. 522 Almanor Avenue Sunnyvale, CA 94085 Attn: Chief Financial Officer Telephone: (408) 616-5400 Telecopier: (408) 739-0970 With a copy to: Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, CA 94304 Attention: Steven V. Bernard Telephone No.: 650-493-9300 Facsimile No.: 650-493-6811 9 EX-99.1 9 d05217exv99w1.txt EX-99.1 CERTIFICATE OF CHIEF EXECUTIVE OFFICER EXHIBIT 99.1 Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Quarterly Report on Form 10-Q (the "Form 10-Q") of VL Dissolution Corporation, a Colorado corporation (the "Company"), for the quarter ended March 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned officer of the Company certifies pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 5, 2003 /s/ CHARLES R. BLAND - ----------------------------------- Charles R. Bland Chief Executive Officer This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing. EX-99.2 10 d05217exv99w2.txt EX-99.2 CERTIFICATE OF CHIEF FINANCIAL OFFICER EXHIBIT 99.2 Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Quarterly Report on Form 10-Q (the "Form 10-Q") of VL Dissolution Corporation, a Colorado corporation (the "Company"), for the quarter ended March 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned officer of the Company certifies pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 5, 2003 /s/ RICHARD P. DUTKIEWICZ - ----------------------------------- Richard P. Dutkiewicz Chief Financial Officer This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing. -----END PRIVACY-ENHANCED MESSAGE-----

EX-2.1

                                                                     EXHIBIT 2.1

                           AMENDED PLAN OF DISSOLUTION

                                       OF

                              VARI-L COMPANY, INC.

This Amended Plan of Dissolution (the "Plan") is intended to accomplish the
dissolution and winding-up of Vari-L Company, Inc. a Colorado corporation
("Vari-L"), in accordance with the Colorado Business Corporation Act as follows:

1. The Board of Directors of Vari-L (the "Board of Directors") has adopted this
Plan, recommended it to the shareholders of Vari-L and called a special meeting
(the "Meeting") of the holders of Vari-L's common stock to approve the
dissolution of Vari-L pursuant to this plan of dissolution. If shareholders
holding a majority of Vari-L's outstanding common stock, par value $0.01 per
share (the "Common Stock"), vote in favor of the approval of this Plan at the
Meeting, the Plan shall constitute the adopted Plan of Vari-L as of the date of
the Meeting, or such later date on which the shareholders may approve the
dissolution of Vari-L pursuant to the Plan if the Meeting is adjourned to a
later date (the "Adoption Date").

2. Pursuant to the terms of that certain Asset Purchase Agreement dated as of
December 2, 2002, among Vari-L, Sirenza Microdevices, Inc., a Delaware
corporation ("Parent"), and Olin Acquisition Corporation, a Delaware corporation
and a wholly-owned subsidiary of Parent ("Buyer"), (the "Purchase Agreement"),
Vari-L will be retaining certain rights, assets and liabilities in connection
with the sale of assets pursuant to the Purchase Agreement, including its cash
and cash equivalents, certain contractual rights, and certain of its general
ledger accounts as specified in the Purchase Agreement. If, notwithstanding the
approval of the dissolution pursuant to this Plan by the shareholders of Vari-L,
the Board of Directors determines that it would be in the best interests of
Vari-L's shareholders or creditors for Vari-L not to dissolve, the dissolution
of Vari-L pursuant to this Plan may be abandoned or delayed until a future date
to be determined by the Board of Directors.

3. From and after the Adoption Date, contingent upon the consummation of the
transactions contemplated by the Purchase Agreement, and subject to the
discretionary right of the Board of Directors to abandon or delay implementation
of this Plan as described in Section 2 above and further subject to any
limitations contained in the Purchase Agreement, Vari-L shall complete the
following corporate actions:

         (a) Vari-L shall determine whether and when to (i) transfer Vari-L's
remaining property and assets to a liquidating trust (established pursuant to
Section 6 hereof), or (ii) collect, sell, exchange or otherwise dispose of all
of its property and assets in one or more transactions upon such terms and
conditions as the Board of Directors, in its absolute discretion, deems
expedient and in the best interests of Vari-L and the shareholders and creditors
of Vari-L, without any further vote or action by Vari-L's shareholders. It is
understood that Vari-L will be permitted to commence the sale and disposition of
its assets as soon as possible following the adoption of this Plan by the Board
of Directors and approval of the dissolution of Vari-L pursuant to this Plan by
the shareholders of Vari-L in order to attain the highest value for such assets
and maximize value for its shareholders and creditors. Vari-L's assets and
properties may


                                       1.




be sold in bulk to one buyer or a small number of buyers or on a piecemeal basis
to numerous buyers. Vari-L will not be required to obtain appraisals or other
third party opinions as to the value of its properties and assets in connection
with the liquidation. In connection with such collection, sale, exchange and
other disposition, Vari-L shall use commercially reasonable efforts to collect
or make provision for the collection of all accounts receivable, debts and
claims owing to Vari-L.

         (b) Vari-L shall pay or, as determined by the Board of Directors, make
reasonable provision to pay, all claims, liabilities and obligations of Vari-L,
including all unascertained, contingent, conditional or unmatured claims known
to Vari-L and all claims which are known to Vari-L but for which the identity of
the claimant is unknown.

         (c) Subject to the approval of any such distribution by the Board of
Directors, Vari-L shall distribute pro rata to its shareholders available cash,
including the cash proceeds of any sale, exchange or disposition, except such
cash, property or assets as are required for paying or making reasonable
provision for the liabilities and obligations of Vari-L. Such distribution may
occur all at once or in a series of distributions and shall be in cash or
assets, in such amounts, and at such time or times, as the Board of Directors or
the Trustees (as defined in Section 6 hereof), in their absolute discretion, may
determine. If and to the extent deemed necessary, appropriate or desirable by
the Board of Directors or the Trustees, in their absolute discretion, Vari-L may
establish and set aside a reasonable amount of cash and/or property (the
"Contingency Reserve") to satisfy claims against and unmatured or contingent
liabilities and obligation of Vari-L, including, without limitation, tax
obligations, and all expenses of the sale of Vari-L's property and assets, of
the collection and defense of Vari-L's property and assets, and the liquidation
and dissolution provided for in this Plan.

         (d) As contemplated by the Purchase Agreement, Vari-L shall change its
corporate name to VL Dissolution Corporation by amending its Articles of
Incorporation and take such other actions within Vari-L's power as may be
necessary or appropriate to permit Buyer immediately after the closing of the
Purchase Agreement to use Vari-L's present corporate name.

4. Any distributions to the shareholders of Vari-L pursuant to Section 3 and 6
hereof shall be in complete redemption and cancellation of all of the
outstanding Common Stock of Vari-L. As a condition to receipt of any
distribution to Vari-L's shareholders, the Board of Directors or the Trustees,
in their absolute discretion, may require the shareholders to (i) surrender
their certificates evidencing the Common Stock to Vari-L or its agents for
recording of such distributions thereon or (ii) furnish Vari-L with evidence
satisfactory to the Board of Directors or the Trustees of the loss, theft or
destruction of their certificates evidencing the Common Stock, together with
such surety bond or other security or indemnity as may be required by and
satisfactory to the Board of Directors or the Trustees. As a condition to
receipt of any final distribution to Vari-L's shareholders, the Board of
Directors or the Trustees, in their absolute discretion, may require the
shareholders to (i) surrender their certificates evidencing the Common Stock to
Vari-L or its agent for cancellation or (ii) furnish Vari-L with such security
or indemnity. The Company will finally close its stock transfer books and
discontinue recording transfers of Common Stock on the earliest to occur of (i)
the close of business on the record date fixed by the Board of Directors for the
final liquidating distribution, (ii) the close of business on the date on which
the remaining assets of Vari-L are transferred to the Trust or (iii) such other


                                       2.



date on which the Board of Directors, in accordance with applicable law,
determines and close such stock transfer books, and thereafter certificates
representing Common Stock will not be assignable or transferable on the books of
Vari-L except by will, intestate succession, or operation of law.

5. If any distribution to a shareholder cannot be made, whether because the
shareholder cannot be located, has not surrendered its certificates evidencing
the Common Stock as required hereunder or for any other reason, the distribution
to which such shareholder is entitled (unless transferred to the Trust
established pursuant to Section 6 hereof) shall be transferred, at such time as
the final liquidating distribution is made by Vari-L, to the official of such
state or other jurisdiction authorized by applicable law to receive the proceeds
of such distribution. The proceeds of such distribution shall thereafter be held
solely for the benefit of and for ultimate distribution to such shareholder as
the sole equitable owner thereof and shall be treated as abandoned property and
escheat to the applicable state or other jurisdiction in accordance with
applicable law. In no event shall the proceeds of any such distribution revert
to or become the property of Vari-L.

6. If deemed necessary, appropriate or desirable by the Board of Directors, in
its absolute discretion, in furtherance of the liquidation and distribution of
Vari-L's assets to the shareholders, as a final liquidating distribution or from
time to time, Vari-L shall transfer to one or more liquidating trustees (the
"Trustees"), for the benefit of its shareholders and/or creditors, under one or
more liquidating trusts (each a "Trust" and collectively the "Trusts"), any
assets of Vari-L which are (a) not reasonably susceptible to distribution to the
shareholders, including without limitation non-cash assets and assets held on
behalf of the shareholders (i) who cannot be located or who do not tender their
certificates evidencing the Common Stock to Vari-L or its agent as herein above
required or (ii) to whom distributions may not be made based upon restrictions
under contract or law, including, without limitation, restrictions of the
federal securities laws and regulations promulgated thereunder, or (b) held as
the Contingency Reserve. The Board of Directors may appoint one or more
individuals, corporations, partnerships or other persons, or any combination
thereof, including, without limitation, any one or more officers, directors,
employees, agents or representatives of Vari-L, to act as the initial Trustee or
Trustees for the benefit of the shareholders and to receive any assets of
Vari-L. Any Trustees appointed as provided in the preceding sentence shall
succeed to all right, title and interest of Vari-L of any kind and character
with respect to such transferred assets and, to the extent of the assets so
transferred and solely in their capacity as Trustees, shall assume all of the
liabilities and obligations of Vari-L, including, without limitation, any
unsatisfied claims and unascertained or contingent liabilities. Further, any
conveyance of assets to the Trustees shall be deemed to be a distribution of
property and assets by Vari-L to the shareholders for the purposes of Section 3
of this Plan. Any such conveyance to the Trustees shall be in trust for the
creditors and the shareholders of Vari-L. Vari-L, subject to this Section and as
authorized by the Board of Directors, in its absolute discretion, may enter into
one or more liquidating trust agreements with the Trustees, on such terms and
conditions as the Board of Directors, in its absolute discretion, may deem
necessary, appropriate or desirable.

7. After the Adoption Date, but subject to Section 2 above, the officers of
Vari-L shall, at such time as the Board of Directors, in its absolute
discretion, deems necessary, appropriate or desirable, obtain any certificates
required from the Colorado tax authorities and, upon obtaining


                                       3.



such certificates, Vari-L shall file with the Secretary of State of the State of
Colorado articles of dissolution in accordance with the Colorado Business
Corporation Act. After the filing of the Articles of Dissolution, Vari-L shall
not engage in any business activities except as is appropriate to wind up and
liquidate its business and affairs in accordance with this Plan.

8. Upon approval of this Plan by the holders of a majority of Vari-L's
outstanding Common Stock, the Board of Directors shall have the authority to
take all actions in furtherance of the Plan. The exercise of such authority
shall be subject to all applicable legal requirements and the Board's fiduciary
duties.

9. In connection with and for the purposes of implementing and assuring
completion of this Plan, Vari-L may, in the absolute discretion of the Board of
Directors, pay any brokerage, agency, professional and other fees and expenses
of persons rendering services to Vari-L in connection with the collection, sale,
exchange or other disposition of Vari-L's property and assets and the
implementation of this Plan.

10. In connection with and for the purpose of implementing and assuring
completion of this Plan, Vari-L may, in the absolute discretion of the Board of
Directors, pay Vari-L's officers, directors, employees, agents and
representatives, or any of them, compensation or additional compensation above
their regular compensation, in money or other property, as severance, bonus,
acceleration of vesting of stock or stock options, or in any other form, in
recognition of the extraordinary efforts they, or any of them, will be required
to undertake, or actually undertake, in connection with the implementation of
this Plan.

11. Vari-L shall continue to indemnify its officers, directors, employees,
agents and representatives in accordance with its articles of incorporation, as
amended, and by-laws and any contractual arrangements, for the actions taken in
connection with this Plan and the winding-up of the affairs of Vari-L. Vari-L's
obligation to indemnify such persons may also be satisfied out of the assets of
any Trust. The Board of Directors and the Trustees, in their absolute
discretion, are authorized to obtain and maintain insurance as may be necessary
or appropriate to cover Vari-L's obligation hereunder, including seeking an
extension in time and coverage of Vari-L's insurance policies currently in
effect.

12. Notwithstanding approval of or consent to this Plan and the transactions
contemplated hereby by Vari-L's shareholders, the Board of Directors may modify,
amend or abandon this Plan and the transactions contemplated hereby without
further action by the shareholders to the extent permitted by the Colorado
Business Corporation Act.

13. Notwithstanding any provision of this Plan to the contrary, this Plan shall
not be deemed an authorization for Vari-L to act in contravention of any
limitation imposed on Vari-L by the Purchase Agreement.


                                       4.

EX-10.1

                                                                    EXHIBIT 10.1

                               INDEMNITY AGREEMENT

         THIS AMENDED AND RESTATED AGREEMENT is made and entered into this 11th
day of March, 2003 by and between VARI-L COMPANY, INC., a Colorado corporation
(the "CORPORATION"), and ________________ ("AGENT"), who, pursuant to the
provisions of the Original Agreement (as defined below), hereby amend and
restate the indemnity agreement between the Corporation and Agent dated October
4, 2002 (the "Original Agreement"), to read in its entirety as follows:

                                    RECITALS

         WHEREAS, Agent performs a valuable service to the Corporation in
Agent's capacity as Chief Executive Officer of the Corporation;

         WHEREAS, the stockholders of the Corporation have adopted bylaws (the
"BYLAWS") permitting the indemnification of the directors, officers, employees
and other agents of the Corporation, as authorized by the Colorado Business
Corporation Code, as amended (the "CODE");

         WHEREAS, the Bylaws and the Code, by their non-exclusive nature, permit
contracts between the Corporation and its agents, officers, employees and other
agents with respect to indemnification of such persons; and

         WHEREAS, in order to induce Agent to continue to serve as Chief
Executive Officer of the Corporation, the Corporation has determined and agreed
to enter into this Agreement with Agent;

         NOW, THEREFORE, in consideration of Agent's continued service as Chief
Executive Officer after the date hereof, the parties hereto agree as follows:

                                    AGREEMENT

         1. SERVICES TO THE CORPORATION. Agent will serve, at the will of the
Corporation or under separate contract, if any such contract exists, as Chief
Executive Officer of the Corporation or as a director, officer or other
fiduciary of an affiliate of the Corporation (including any employee benefit
plan of the Corporation) faithfully and to the best of his ability so long as he
is duly elected and qualified in accordance with the provisions of the Bylaws or
other applicable charter documents of the Corporation or such affiliate;
provided, however, that Agent may at any time and for any reason resign from
such position (subject to any contractual obligation that Agent may have assumed
apart from this Agreement) and that the Corporation or any affiliate shall have
no obligation under this Agreement to continue Agent in any such position.

         2. INDEMNITY OF AGENT. The Corporation hereby agrees to hold harmless
and indemnify Agent to the fullest extent authorized or permitted by the
provisions of the Bylaws and the Code, as the same may be amended from time to
time (but, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than the Bylaws or the Code permitted
prior to adoption of such amendment).


                                       1.



         3. ADDITIONAL INDEMNITY. In addition to and not in limitation of the
indemnification otherwise provided for herein, and subject only to the
exclusions set forth in Section 4 hereof, the Corporation hereby further agrees
to hold harmless and indemnify Agent:

            (a) against any and all reasonable expenses (including attorneys'
fees), witness fees, damages, judgments, fines and amounts paid in settlement
and any other amounts that Agent becomes legally obligated to pay because of any
claim or claims made against or by him in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
arbitrational, administrative or investigative (including an action by or in the
right of the Corporation) to which Agent is, was or at any time becomes a party,
or is threatened to be made a party, by reason of the fact that Agent is, was or
at any time becomes a director, officer, employee or other agent of Corporation;
and

            (b) otherwise to the fullest extent as may be provided to Agent by
the Corporation under the non-exclusivity provisions of the Code and Article VI
Section 9 of the Bylaws.

         4. LIMITATIONS ON ADDITIONAL INDEMNITY. No indemnity pursuant to
Section 3 hereof shall be paid by the Corporation:

            (a) on account of any claim against Agent solely for an accounting
of profits made from the purchase or sale by Agent of securities of the
Corporation pursuant to the provisions of Section 16(b) of the Securities
Exchange Act of 1934 and amendments thereto or similar provisions of any
federal, state or local statutory law;

            (b) on account of Agent's conduct that is established by a final
judgment as knowingly fraudulent or deliberately dishonest or that constituted
willful misconduct;

            (c) on account of Agent's conduct that is established by a final
judgment as constituting a breach of Agent's duty of loyalty to the Corporation
or resulting in any personal profit or advantage to which Agent was not legally
entitled;

            (d) for which payment is actually made to Agent under a valid and
collectible insurance policy or under a valid and enforceable indemnity clause,
bylaw or agreement, except in respect of any excess beyond payment under such
insurance, clause, bylaw or agreement;

            (e) if indemnification is not lawful (and, in this respect, both the
Corporation and Agent have been advised that the Securities and Exchange
Commission believes that indemnification for liabilities arising under the
federal securities laws is against public policy and is, therefore,
unenforceable and that claims for indemnification should be submitted to
appropriate courts for adjudication); or

            (f) in connection with any proceeding (or part thereof) initiated by
Agent, or any proceeding by Agent against the Corporation or its directors,
officers, employees or other agents, unless (i) such indemnification is
expressly required to be made by law, (ii) the proceeding was authorized by the
Board of Directors of the Corporation, (iii) such indemnification is provided by
the Corporation, in its sole discretion, pursuant to the powers


                                       2.



vested in the Corporation under the Code, or (iv) the proceeding is initiated
pursuant to Section 9 hereof.

         5. CONTINUATION OF INDEMNITY. All agreements and obligations of the
Corporation contained herein shall continue during the period Agent is a
director, officer, employee or other agent of the Corporation (or is or was
serving at the request of the Corporation as a director, officer, employee or
other agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise) and shall continue thereafter so long as Agent
shall be subject to any possible claim or threatened, pending or completed
action, suit or proceeding, whether civil, criminal, arbitrational,
administrative or investigative, by reason of the fact that Agent was serving in
the capacity referred to herein.

         6. PARTIAL INDEMNIFICATION. Agent shall be entitled under this
Agreement to indemnification by the Corporation for a portion of the expenses
(including attorneys' fees), witness fees, damages, judgments, fines and amounts
paid in settlement and any other amounts that Agent becomes legally obligated to
pay in connection with any action, suit or proceeding referred to in Section 3
hereof even if not entitled hereunder to indemnification for the total amount
thereof, and the Corporation shall indemnify Agent for the portion thereof to
which Agent is entitled.

         7. NOTIFICATION AND DEFENSE OF CLAIM. Not later than thirty (30) days
after receipt by Agent of notice of the commencement of any action, suit or
proceeding, Agent will, if a claim in respect thereof is to be made against the
Corporation under this Agreement, notify the Corporation of the commencement
thereof; but the omission so to notify the Corporation will not relieve it from
any liability which it may have to Agent otherwise than under this Agreement.
With respect to any such action, suit or proceeding as to which Agent notifies
the Corporation of the commencement thereof:

            (a) the Corporation will be entitled to participate therein at its
own expense;

            (b) except as otherwise provided below, the Corporation may, at its
option and jointly with any other indemnifying party similarly notified and
electing to assume such defense, assume the defense thereof, with counsel
reasonably satisfactory to Agent. After notice from the Corporation to Agent of
its election to assume the defense thereof, the Corporation will not be liable
to Agent under this Agreement for any legal or other expenses subsequently
incurred by Agent in connection with the defense thereof except for reasonable
costs of investigation or otherwise as provided below. Agent shall have the
right to employ separate counsel in such action, suit or proceeding but the fees
and expenses of such counsel incurred after notice from the Corporation of its
assumption of the defense thereof shall be at the expense of Agent unless (i)
the employment of counsel by Agent has been authorized by the Corporation, (ii)
Agent shall have reasonably concluded, and so notified the Corporation, that
there is an actual conflict of interest between the Corporation and Agent in the
conduct of the defense of such action or (iii) the Corporation shall not in fact
have employed counsel to assume the defense of such action, in each of which
cases the fees and expenses of Agent's separate counsel shall be at the expense
of the Corporation. The Corporation shall not be entitled to assume the defense
of any action, suit or proceeding brought by or on behalf of the Corporation or
as to which Agent shall have made the conclusion provided for in clause (ii)
above; and


                                       3.



            (c) the Corporation shall not be liable to indemnify Agent under
this Agreement for any amounts paid in settlement of any action or claim
effected without its written consent, which shall not be unreasonably withheld.
The Corporation shall be permitted to settle any action except that it shall not
settle any action or claim in any manner which would impose any penalty or
limitation on Agent without Agent's written consent, which may be given or
withheld in Agent's sole discretion.

         8. EXPENSES. Subject to any limitations or satisfaction of any
requirements contained in the Bylaws or the Code or other applicable law, the
Corporation shall advance, prior to the final disposition of any proceeding,
promptly following request therefor, all reasonable expenses incurred by Agent
in connection with such proceeding upon receipt of (i) any affirmation by Agent
that may be required by the Bylaws or the Code and (ii) an undertaking by or on
behalf of Agent to repay said amounts if it shall be determined ultimately that
Agent is not entitled to be indemnified under the provisions of this Agreement,
the Bylaws, the Code or otherwise.

         9. ENFORCEMENT. Any right to indemnification or advances granted by
this Agreement to Agent shall be enforceable by or on behalf of Agent in any
court of competent jurisdiction if (i) the claim for indemnification or advances
is denied, in whole or in part, or (ii) no disposition of such claim is made
within ninety (90) days of request therefor. Agent, in such enforcement action,
if successful in whole or in part, shall be entitled to be paid also the expense
of prosecuting his claim. It shall be a defense to any action for which a claim
for indemnification is made under Section 3 hereof (other than an action brought
to enforce a claim for expenses pursuant to Section 8 hereof, provided that the
required affirmation and undertaking has been tendered to the Corporation) that
Agent is not entitled to indemnification because of the limitations set forth in
Section 4 hereof.

         10. SUBROGATION. In the event of payment under this Agreement, the
Corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of Agent, who shall execute all documents required and shall
do all acts that may be necessary to secure such rights and to enable the
Corporation effectively to bring suit to enforce such rights.

         11. NON-EXCLUSIVITY OF RIGHTS. The rights conferred on Agent by this
Agreement shall not be exclusive of any other right which Agent may have or
hereafter acquire under any statute, provision of the Corporation's Articles of
Incorporation or Bylaws, agreement, vote of stockholders or directors, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding office.

         12. SURVIVAL OF RIGHTS. The rights conferred on Agent by this Agreement
shall continue after Agent has ceased to provide the services contemplated in
Section 1 hereof and shall inure to the benefit of Agent's heirs, executors and
administrators.

         13. SEPARABILITY. Each of the provisions of this Agreement is a
separate and distinct agreement and independent of the others, so that if any
provision hereof shall be held to be invalid for any reason, such invalidity or
unenforceability shall not affect the validity or enforceability of the other
provisions hereof. Furthermore, if this Agreement shall be invalidated


                                       4.



in its entirety on any ground, then the Corporation shall nevertheless indemnify
Agent to the fullest extent provided by the Bylaws, the Code or any other
applicable law.

         14. GOVERNING LAW. This Agreement shall be interpreted and enforced in
accordance with the laws of the State of Colorado.

         15. AMENDMENT AND TERMINATION. No amendment, modification, termination
or cancellation of this Agreement shall be effective unless in writing signed by
both parties hereto.

         16. IDENTICAL COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall for all purposes be deemed to be an
original but all of which together shall constitute but one and the same
Agreement. Only one such counterpart need be produced to evidence the existence
of this Agreement.

         17. HEADINGS. The headings of the sections of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction hereof.

         18. NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given (i)
upon delivery if delivered by hand to the party to whom such communication was
directed or (ii) upon the third business day after the date on which such
communication was mailed if mailed by certified or registered mail with postage
prepaid:

            (a) If to Agent, at the address indicated on the signature page
hereof.

            (b) If to the Corporation, to:

                Vari-L Company, Inc.
                4895 Peoria Street
                Denver, Colorado 80239

or to such other address as may have been furnished to Agent by the Corporation.


                                       5.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
and as of the day and year first above written.

                                   VARI-L COMPANY, INC.

                                   By
                                     -------------------------------------------

                                   Title:
                                         ---------------------------------------


                                   AGENT

                                   ---------------------------------------------


                                   Address:

                                   ---------------------------------------------

                                   ---------------------------------------------







                                       6.

EX-10.2

                                    SUBLEASE

         This Sublease (this "SUBLEASE") is entered into between Vari-L Company,
Inc., a Colorado corporation ("SUBLESSOR") and Olin Acquisition Corporation, a
Delaware corporation ("SUBLESSEE") as of March 31, 2003.


       1. SUBLEASED PREMISES. Sublessor hereby subleases to Sublessee, upon the
terms and conditions set forth herein, certain premises (the "SUBLEASED
PREMISES") consisting of the entire premises leased by Sublessor pursuant to
that certain lease dated July 1, 1992 (the "MASTER LEASE"), between Kenneth L.
Bettenhausen and Jean M. Bettenhausen, as landlord (the "MASTER LESSOR"), and
Sublessor, as tenant, with respect to premises located at 11101 E. 51st Avenue,
Denver, Colorado. A true, correct and complete copy of the Master Lease is
attached hereto as EXHIBIT A. In connection with its use of the Subleased
Premises, Sublessee shall also have the non-exclusive right to use the areas
described in the Master Lease as common or shared areas.

       2. TERM. The term of this Sublease shall commence on the "CLOSING" as
defined in Section 1.1 of that certain Asset Purchase Agreement, dated December
2, 2002, by and among Sirenza Microdevices, Inc., Olin Acquisition Corporation
and Vari-L Company, Inc. (the "APA"), provided Sublessor has theretofore
obtained the consent of Master Lessor (the "COMMENCEMENT DATE"). The term,
subject to the earlier termination of the Master Lease or the sooner termination
of this Sublease pursuant to its terms, shall continue until June 30, 2003 (the
"TERMINATION DATE"). Sublessor will obtain the written consent of Master Lessor
to this Sublease in the form attached hereto as EXHIBIT B or other form
acceptable to Master Lessor, and reasonably acceptable to Sublessor and
Sublessee. Sublessee shall cooperate with Sublessor in obtaining the written
consent to the Sublease by Master Lessor.

       3. SUBLEASE RENT AND DEPOSIT.

          (a) BASE RENT. Sublessee shall pay Sublessor as rent for the Subleased
Premises ("BASE RENT") for each month during the period from the Commencement
Date to and including the Termination Date, the base rent payable under the
Master Lease. The first installment of Base Rent shall be due and payable on the
Commencement Date and on the first (1st) day of each month thereafter. Base Rent
shall be paid without any deduction or offset and without prior notice or
demand, at the address indicated by Sublessor from time to time. The Base Rent
for any period which is for less than one (1) month of the Term shall be
prorated.

          (b) ADDITIONAL RENT. In addition to Base Rent, Sublessee shall also
pay to Sublessor the entirety of all other costs payable by Sublessor under the
Master Lease, except for any costs for services, repairs or maintenance which
are not made at the request or for the benefit of Sublessee ("ADDITIONAL RENT").
In addition, at all times during the term of this Sublease, Sublessor shall
maintain direct contracts, in Sublessor's own name, with the relevant utility
provider, for the provision of any utilities to the Premises, including, without
limitation, for utilities such as electricity, water and heating. Sublessor
shall invoice Sublessee for the costs of the utilities provided under such
contracts, and Sublessee shall pay such amounts as Additional Rent pursuant to
the terms of this Section 3.(b). Additional Rent shall be payable to Sublessor
as and when payments are due from Sublessor pursuant to the Master Lease, but at
least five (5) business days prior to the date Sublessor must pay such amounts
to Master Lessor. Sublessee

                                       1.


shall further pay to Sublessor as Additional Rent any costs and expenses
applicable to the Sublease Premises which are paid directly by Sublessor,
including, but not limited to, utilities, personal property taxes and real
property taxes; provided, however, that Sublessee shall have no obligation with
respect to any of such costs which are incurred solely for the benefit of
Sublessor. Base Rent and Additional Rent hereinafter collectively shall be
referred to as "RENT." Sublessee shall be entitled to, and benefit from, any
rental abatement granted Sublessor under the Master Lease for whatever reason to
the extent that such abatement relates to the Subleased Premises and the term of
this Sublease.

       4. USE; COMPLIANCE WITH LAWS; RULES. Sublessee may use the Subleased
Premises only for the uses set forth in the Master Lease. Sublessee shall
promptly observe and comply with all laws with respect to Sublessee's use of the
Subleased Premises; provided, however, that Sublessee shall not be required to
comply with any laws requiring the construction of alterations in the Subleased
Premises, unless due to Sublessee's particular use of the Subleased Premises as
distinct from the uses of the Subleased Premises prior to the Commencement Date
or required due to any alterations, additions or improvements made or proposed
by Sublessee. Sublessee shall not do or permit anything to be done in, about or
with respect to the Subleased Premises which would (a) injure the Subleased
Premises, (b) vibrate, shake, overload, or impair the efficient operation of the
Premises or the building systems located therein or (c) otherwise violate the
Master Lease.

       5. INSURANCE. In the event Master Lessor requires Sublessee to do so,
Sublessee shall obtain and keep in full force and effect during the term of this
Sublease, at Sublessee's sole cost, the insurance that Sublessor is required to
maintain as "tenant" under the Master Lease, and such policies shall name each
Sublessor and Master Lessor as an "additional insured." Upon request, Sublessee
shall promptly deliver certificates evidencing such insurance to Sublessor
and/or Master Lessor.

       6. TAXES. Sublessee shall pay before delinquency all taxes imposed
against Sublessee's personal property in the Subleased Premises allocable to the
term of this Sublease.

       7. SUBROGATION. The waiver of subrogation provisions set forth in the
Master Lease shall be deemed a three-party agreement binding among and inuring
to the benefit of Sublessee, Sublessor and Master Landlord, by reason of its
consent to this Sublease.

       8. INDEMNITY. Each party shall defend, indemnify, protect and hold
harmless the other from and against any and all liability, loss, claim, damage
and cost (including attorneys' fees) to the extent due to the negligence or
willful misconduct of the indemnifying party or its agents, employees or
contractors or the indemnifying party's violation of the terms of this Sublease.
This indemnification shall survive the termination of this Sublease.

       9. HAZARDOUS MATERIALS. Sublessee shall not, without the prior written
consent of Sublessor and Master Lessor, use, store, transport or dispose of any
Hazardous Material in or about the Subleased Premises, except for Hazardous
Materials of a type and in amounts used by Sublessor in the Premises prior to
the Commencement Date. In the event Sublessee is using Hazardous Materials at
the Subleased Premises, Sublessee, at its sole cost, shall comply with all laws
relating to its use of Hazardous Materials and any provisions of the Master
Lease pertaining

                                       2.


to Hazardous Materials. If Hazardous Materials stored, used, disposed of, or
released on or about the Subleased Premises by Sublessee or its agents or
employees result in contamination of the Subleased Premises or the water or soil
thereunder, then Sublessee shall promptly take any and all action necessary to
clean up such contamination as required by law and any other action specified
under the Master Lease. Except as otherwise set forth in the APA, Sublessee
shall indemnify, defend, protect and hold Sublessor and Master Lessor and each
of their officers, directors, employees, successors and assigns harmless from
and against, all losses, damages, claims, costs and liabilities, including
attorneys' fees and costs, arising out of Sublessee's use, discharge, disposal,
storage, transport, release or emission of Hazardous Materials on or about the
Premises during the term of this Sublease. Unless otherwise defined in the
Master Lease, "HAZARDOUS MATERIALS" shall mean any material or substance that is
now or hereafter designated by any applicable governmental authority to be, or
regulated by any applicable governmental authority as, radioactive, toxic,
hazardous or otherwise a danger to health, reproduction or the environment.

       10. REPAIRS. Sublessor shall deliver the Subleased Premises to Sublessee
in its current, "as is" condition. Sublessee agrees that (i) Sublessor has made
no representation or warranty of any kind or nature respecting the Sublease
Premises, their condition or suitability for Sublessee's use, except as set
forth in the APA, and (ii) Sublessee agrees to accept the Subleased Premises in
"as is" condition, without any obligation on the part of Sublessor to modify,
improve or otherwise prepare the Sublease Premises for Sublessee's occupancy.
Sublessor shall continue to perform the repairs and maintenance obligations
required of the Tenant under the Master Lease, and except where caused by the
negligence or willful misconduct of Sublessor, any costs of such repairs and
maintenance shall be paid by Sublessee to Sublessor as Additional Rent.

       11. ALTERATIONS. No alterations or improvements shall be made to the
Subleased Premises without the prior written consent of Sublessor and Master
Lessor in accordance with the provisions of the Master Lease.

       12. Intentionally omitted.

       13. LIEN; SECURITY INTEREST. Sublessor shall have no security interest or
lien on any item of Sublessee's trade fixtures, furniture, equipment and other
personal property ("SUBLESSEE'S PROPERTY"). Within ten (10) days after
Sublessee's request, Sublessor shall execute documents reasonably acceptable to
both parties to evidence Sublessor's waiver of any right, title, lien, or
interest in Sublessee's Property. Sublessor waives any right of distraint,
distress for rent or "landlord's lien" that may arise at law.

       14. CASUALTY; CONDEMNATION. If all or any part of the Subleased Premises
is taken by the exercise of the power of eminent domain or a voluntary transfer
in lieu thereof (a "CONDEMNATION") or damaged due to any peril ("CASUALTY"),
this Sublease shall terminate to the extent the Master Lease terminates with
respect to the part of the Subleased Premises so taken or damaged. In addition,
to the extent that the Master Lease gives Sublessor any right to terminate the
Master Lease in the event of a casualty or condemnation affecting the Premises,
Sublessor shall be entitled to exercise or not exercise such right in its sole
and absolute discretion, and in such event, Sublessor shall concurrently notify
Sublessee of such election. If this Sublease is not terminated following a
Condemnation or Casualty, Sublessor shall make or use reasonable

                                       3.

efforts to cause Master Lessor to make all repairs and alterations that are
reasonably necessary to restore that portion of the Subleased Premises so taken
or damaged, and Rent shall be reduced to the extent Sublessor's rent under the
Master Lease is abated with respect to such Condemnation of the Subleased
Premises or Casualty affecting the Subleased Premises. All Condemnation proceeds
shall be shared with Sublessee to the extent applicable to the Subleased
Premises and Sublessee's share of the Shared Areas.

       15. ASSIGNMENT AND SUBLETTING. Sublessee may not assign this Sublease,
sublet the Subleased Premises or permit any use of the Subleased Premises by
another party (collectively, "TRANSFER"), without the prior written consent of
Sublessor, which consent may not be unreasonably withheld, and the prior written
consent of Master Lessor in accordance with terms of the Master Lease.
Sublessor's consent to one Transfer shall not constitute consent to a subsequent
transfer. Notwithstanding the foregoing, so long as Sirenza Microdevices, Inc.
continues to guaranty Sublessee's performance of its obligations under this
Sublease in accordance with the Guaranty (defined below), Sublessee may, without
Sublessor's prior written consent (but only after obtaining Master Lessor's
consent to the extent required under the Master Lease) and without constituting
an assignment or sublease hereunder, sublet the entirety of the Subleased
Premises or assign the Sublease to (a) an entity controlling, controlled by or
under common control with Sublessee, (b) a successor entity related to Sublessee
by merger, consolidation, or nonbankruptcy reorganization, or (c) a purchaser of
substantially all of Sublessee's assets located in the Subleased Premises.
Subject to the conditions contained in the immediately preceding sentence, a
sale or transfer of Sublessee's capital stock shall not be deemed an assignment,
subletting or any other transfer of the Sublease or the Subleased Premises.

       16. DEFAULT. Sublessee shall be in default of its obligations under this
Sublease if any of the following events occur: (a) Sublessee fails to pay any
Rent within five (5) days of when due; (b) Sublessee fails to perform any term,
covenant or condition of this Sublease (except those requiring payment of Rent)
and fails to cure such breach within the time frame specified in this Sublease,
or the Master Lease with respect to those provisions incorporated by reference
herein; or (c) Sublessee commits any other act or omission which constitutes a
default under the Master Lease, which has not been cured after delivery of any
written notice and passage of any applicable grace period provided in the Master
Lease.

       17. REMEDIES. In the event of any default by Sublessee, Sublessor shall
have the remedies provided in the Master Lease.

       18. RIGHT TO CURE DEFAULTS. If Sublessee fails to pay any sum of money
due hereunder, or fails to perform any other act on its part to be performed
hereunder, then Sublessor may, but shall not be obligated to, after passage of
any applicable notice and cure periods (except in the case of an emergency, in
which case no cure period is required), make such payment or perform such act.
All such sums paid, and all reasonable costs and expenses of performing any such
act, shall be deemed Additional Rent payable by Sublessee to Sublessor upon
demand.

       19. SURRENDER; HOLDOVER. Prior to expiration of this Sublease, Sublessee
shall remove all of its personal property and shall surrender the Subleased
Premises to Sublessor broom clean, in the same condition as exists on the
Commencement Date, reasonable wear and

                                       4.

tear, alterations that may be surrendered hereunder, casualty, condemnation, and
Hazardous Materials (except those for which Sublessee is responsible under
Section 9 of this Sublease or any applicable provision of the Master Lease),
excepted. If the Subleased Premises are not so surrendered, then Sublessee shall
be liable to Sublessor for all reasonable costs actually incurred by Sublessor
as a result of such failure by Sublessee. In the event that Sublessee does not
surrender the Subleased Premises upon the expiration or earlier termination of
this Sublease as to the Subleased Premises as required above, Sublessee shall
pay Sublessor holdover Base Rent in an amount equal to the holdover rent
specified in the Master Lease.

       20. ESTOPPEL CERTIFICATES. Within ten (10) calendar days after receipt of
written demand by either party, the other party shall execute and deliver to the
requesting party an estoppel certificate (a) certifying that this Sublease is
unmodified and in full force and effect or, if modified, the nature of such
modification; (b) acknowledging, to the best of the responding party's
knowledge, that there are no uncured defaults on the part of the requesting
party; and (c) certifying such other information as is reasonably required by
the requesting party.

       21. SUBORDINATION. This Sublease is subject and subordinate to all
present and future ground leases, underlying leases, mortgages, deeds of trust
or other encumbrances, and all renewals, modifications and replacements thereof
affecting any portion of the Subleased Premises.

       22. RIGHT OF ENTRY. Sublessor shall have the same right of entry into
the Subleased Premises as the Master Lessor under the Master Lease.

       23. LATE CHARGE. If Sublessee fails to pay to Sublessor any amount due
hereunder within five (5) days of when due, Sublessee shall pay Sublessor upon
demand a late charge equal to the amount of any late charge which is specified
under the Master Lease. In addition, Sublessee shall pay to Sublessor interest
on all amounts due, at the rate interest specified in the Master Lease from the
due date to and including the date of the payment.

       24. NOTICES. Any notice given under this Sublease shall be in writing and
shall be hand delivered or mailed (by certified mail, return receipt requested,
postage prepaid, or by overnight delivery), addressed as follows: (a) if to
Sublessee: 522 Almanor Avenue, Sunnyvale, CA 94085, Attn.: Chief Financial
Officer, with a copy to Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill
Road Palo Alto, CA 94304, Attn: Steven V. Bernard and (b) if to Sublessor: 4895
Peoria St. Denver, CO 80239, Attn.: Chief Financial Officer, with a copy to
Cooley Godward LLP, 380 Interlocken Crescent, Suite 900, Broomfield, CO 80021,
Attn: James Linfield. Any notice shall be deemed to have been given when hand
delivered or, if mailed, three (3) business days after mailing.

       25. EFFECT OF CONVEYANCE. As used in this Sublease, the term "SUBLESSOR"
means the holder of a leasehold interest in the Premises pursuant to the Master
Lease. In the event of any assignment or transfer of the Premises by Sublessor,
then Sublessor, upon the transferee's assumption, in writing, of Sublessor's
obligations under this Sublease and the Master Lease, shall be and hereby is
entirely relieved of all covenants and obligations of Sublessor as to the
Subleased Premises accruing after the date of such transfer, and it shall be
deemed and construed

                                       5.


that any transferee has assumed and shall carry out all covenants and
obligations thereafter to be performed by Sublessor hereunder.

       26. PARKING. Sublessee shall have the right to use throughout the Term
all of the parking spaces, if any, available to Sublessor in the parking lot for
the Premises.

       27. SIGNAGE. Subject to the consent of Master Lessor, if required under
the Master Lease, Sublessee shall have the right to use, install and maintain,
at Sublessee's expense, all signage that Sublessor is permitted to display
pursuant to the terms of the Master Lease.

       28. ADDITIONAL PROVISIONS. The following additional provisions shall
apply: (a) if the Master Lease terminates for any reason, this Sublease shall
terminate concurrently therewith as to the Subleased Premises; (b) Sublessee
shall also have the non-exclusive right to use the common areas outside the
Premises that Sublessor has the right to use under the Master Lease; (c)
Sublessor, with respect to the obligations of Master Lessor under the Master
Lease, shall request Master Lessor in writing to perform such obligations as and
when requested to do so by Sublessee, and to use Sublessor's reasonable efforts
to obtain Master Lessor's performance; (d) Sublessee shall comply with all
restrictions set forth in the Master Lease and all rules and regulations
promulgated from time to time by Master Lessor; (e) except as expressly set
forth in this Sublease, Sublessee shall obtain the prior written consent of
Sublessor and Master Lessor with respect to any act which, if performed by
Sublessor, would require Master Lessor's approval under the Master Lease, and
the consent of Sublessor may be withheld if Master Lessor's consent is not
obtained; and (f) this Sublease shall be at all times subject and subordinate to
the Master Lease.

       29. SUBLESSOR'S REPRESENTATIONS AND WARRANTIES. Sublessor represents and
warrants that (i) the Master Lease is in full force and effect, and there exists
under the Master Lease no default or event of default by either Sublessor, or to
the best of Sublessor's actual knowledge, Master Lessor, nor has there occurred
any event which, with the giving of notice or the passage of time or both, could
constitute such a default or event of default; and (ii) a true, correct and
complete copy of the Master Lease is attached hereto as EXHIBIT A.

       30. CONSENT OF MASTER LESSOR AND SUBLESSOR. If Sublessee desires to take
any action which requires the consent or approval of Sublessor pursuant to the
terms of this Sublease, prior to taking such action, including, without
limitation, making any alterations, then, notwithstanding anything to the
contrary herein, (a) Sublessor shall have the same rights of approval or
disapproval as Master Lessor has under the Master Lease, and (b) Sublessee shall
not take any such action until it obtains the consent of Sublessor and Master
Lessor, as may be required under this Sublease or the Master Lease. This
Sublease shall not be effective unless and until any required written consent of
the Master Lessor shall have been obtained.

       31. AMENDMENT. This Sublease may not be amended except by the written
agreement of all parties hereto.

       32. BROKERS. Each party hereto hereby represents and warrants that it has
dealt with no broker in connection with this Sublease and the transactions
contemplated herein. Each party shall indemnify, protect, defend and hold
harmless the other from all costs and expenses

                                      6.


(including reasonable attorneys' fees) arising from or relating to a breach of
the foregoing representation and warranty.

       33. GUARANTY. Sirenza Microdevices, Inc. shall guaranty the performance
and payment obligations of Sublessee under this Sublease. Upon the mutual
execution of this Sublease, Sirenza Microdevices, Inc. shall execute a guaranty
of sublease in the form of EXHIBIT C attached hereto and made a part hereof (the
"GUARANTY").

       34. MISCELLANEOUS. This Sublease shall in all respects be governed by and
construed in accordance with the laws of the jurisdiction in which the Subleased
Premises are located. If any term of this Sublease is held to be invalid or
unenforceable by any court of competent jurisdiction, then the remainder of this
Sublease shall remain in full force and effect to the fullest extent possible
under the law, and shall not be affected or impaired. Time is of the essence
with respect to the performance of every provision of this Sublease in which
time of performance is a factor. Any executed copy of this Sublease shall be
deemed an original for all purposes. This Sublease shall, subject to the
provisions regarding assignment and subletting, apply to and bind the respective
heirs, successors, executors, administrators and assigns of Sublessor and
Sublessee. The language in all parts of this Sublease shall in all cases be
construed as a whole according to its fair meaning, and not strictly for or
against either Sublessor or Sublessee. The captions used in this Sublease are
for convenience only and shall not be considered in the construction or
interpretation of any provision hereof. When a party is required to do something
by this Sublease, it shall do so at its sole cost and expense without right of
reimbursement from the other party unless specific provision is made therefor.
If either party brings any action or legal proceeding with respect to this
Sublease, the prevailing party shall be entitled to recover reasonable
attorneys' and experts' fees and court costs. This Sublease may be executed in
counterparts.

                                       7.


         IN WITNESS WHEREOF, the parties have executed this Sublease as of the
day first above written.

SUBLESSOR:                           SUBLESSEE:


Vari-L Company, Inc.,                Olin Acquisition Corporation,
a Colorado corporation               a Delaware corporation


By:  /s/ CHARLES R. BLAND            By:  /s/ THOMAS J. SCANNELL
     -----------------------------        --------------------------------------


Name:  Charles R. Bland              Name:  Thomas J. Scannell
       ---------------------------          ------------------------------------



Its:  Chief Executive Officer        Its:  President
      ----------------------------         -------------------------------------







                                       8.


                                    EXHIBIT A

                                  MASTER LEASE











                                    EXHIBIT B

                               CONSENT TO SUBLEASE

         Master Lessor hereby acknowledges receipt of a copy of that certain
sublease between Vari-L Corporation, as sublessor ("SUBLESSOR") and Olin
Acquisition Corporation as sublessee ("SUBLESSEE"), dated March 31, 2003 (the
"SUBLEASE") concerning those premises located at 11101 E. 51st Avenue, Denver,
Colorado, (the "SUBLEASED PREMISES"), and Master Lessor hereby consents to all
of the terms and conditions thereof. All capitalized terms used herein that are
not specifically defined herein shall have the meaning ascribed to them in the
Sublease. Master Lessor further agrees that, notwithstanding anything to the
contrary in the Master Lease:

       1. NOTICE. Master Lessor shall deliver to Sublessee, at the same time and
in the same manner as delivered to Sublessor, a copy of any notice required to
be delivered to Sublessor under the Master Lease.

       2. RIGHT TO CURE. In the event that Sublessor defaults in the performance
or observance of any of Sublessor's obligations under the Master Lease, Master
Lessor agrees that Sublessee shall have the right, but not the obligation, on
behalf of Sublessor to cure any default, of which Sublessee has notice, within
the time available to Sublessor to cure any such default under the Master Lease,
and Master Lessor shall accept such cure from Sublessee. In addition, Sublessee
shall have the right to pay directly to Master Lessor all rent and other sums
owing by Sublessee to Sublessor under the Sublease which are also owed by
Sublessor to Master Lessor under the Master Lease if (i) Sublessee reasonably
believes that Sublessor has failed to make any payment required to be made by
Sublessor to Master Lessor under the Master Lease and Sublessor fails to provide
adequate proof of payment within two (2) business days after Sublessee's written
demand requesting such proof, or (ii) Sublessee reasonably believes that
Sublessor will fail to make any payment required to be made by Sublessor to
Master Lessor under the Master Lease and Sublessor fails to provide assurance of
future performance in form reasonably satisfactory to Sublessee within two (2)
business days after Sublessee's written demand requesting such assurance. Any
sums paid directly by Sublessee to Master Lessor in accordance with this
paragraph shall be credited toward the amounts payable by Sublessee to Sublessor
under the Sublease. In the event Sublessee tenders payment directly to Master
Lessor in accordance with this paragraph and Master Lessor refuses to accept
such payment, Sublessee shall have the right to deposit such funds in an account
with a national bank for the benefit of Master Lessor and Sublessor, and the
deposit of such funds in such an account shall discharge Sublessee's obligation
under this Sublease to make the payment in question.

       3. NON-DISTURBANCE. If the Master Lease terminates prior to expiration of
the term of the Sublease for any reason other than as a result of Master
Lessor's right to terminate the Master Lease for casualty or condemnation as
provided in the Master Lease, then Master Lessor covenants and agrees that this
Sublease shall continue in full force and effect, at Sublessee's option, as a
direct lease between Master Lessor and Sublessee upon all of the terms,
covenants and conditions of the Sublease, and Master Lessor shall recognize
Sublessee's right to possession of the Subleased Premises as provided in the
Sublease and shall not disturb Sublessee's right to possession so long as
Sublessee is not in default under the Sublease beyond the period provided for
the cure of any such default.

                                       2.


       4. ASSIGNMENT AND SUBLETTING. Sublessee may, without Master Lessor's
prior written consent and without payment of any amount to Master Lessor, sublet
the Subleased Premises or assign the Sublease to (i) an entity, controlling,
controlled by, or under common control with Sublessee, (ii) a successor entity
related to Sublessee by merger, consolidation, non-bankruptcy reorganization, or
government action, or (iii) a purchaser of substantially all of Sublessee's
assets located at the Subleased Premises. Neither the sale or transfer of
Sublessee's capital stock shall be deemed an assignment, subletting, or other
transfer of the Sublease or the Subleased Premises.

       5. WAIVER OF SUBROGATION. Notwithstanding anything to the contrary
contained in the Sublease or the Master Lease, Master Lessor and Sublessee each
release the other and their respective agents, employees, successors, assignees
and subtenants from all liability for injury to any person or damage to any
property that is caused by or results from a risk which is actually insured
against, which is required to be insured against under the Master Lease or the
Sublease, or which would normally be covered by "all risk" property insurance,
without regard to the negligence or willful misconduct of the person or entity
so released.

       6. HAZARDOUS MATERIALS. To Master Lessor's best knowledge, (i) no
Hazardous Materials, as defined in the Sublease, are present in the Premises or
at the property where the Premises is situated (the "PROJECT"), (ii) no
underground storage tanks are present at the Premises or at the property where
the Premises is situated, and (iii) no action, proceeding or claim is pending or
threatened regarding the Premises or at the property where the Premises is
situated concerning any Hazardous Materials or pursuant to any environmental
law. Under no circumstance shall Sublessee be liable for, and Master Lessor
shall indemnify, defend and hold harmless Sublessee, its shareholders,
directors, agents, representatives, successors, subtenants and assigns from and
against, all losses, costs, claims, liabilities, and damages (including
reasonable attorneys' fees) directly or indirectly arising in connection with
any Hazardous Materials present at any time on or about the Project or the
violation of any environmental laws, except to the extent that any of the
foregoing actually results from the release of Hazardous Materials by Sublessee
or its agents in violation of environmental laws and regulations.

       7. LIEN; SECURITY INTEREST. Master Lessor shall have no security interest
or lien on any item of Sublessee's trade fixtures, furniture, equipment and
other personal property ("SUBLESSEE'S PROPERTY"). Within ten (10) days after
Sublessee's request, Master Lessor shall execute documents reasonably acceptable
to both parties to evidence Master Lessor's waiver of any right, title, lien, or
interest in Sublessee's Property. Master Lessor waives any right of distraint,
distress for rent or "landlord's lien" that may arise at law.

       8. PARKING. Master Lessor acknowledges that Sublessee is entitled all of
the parking spaces in the parking lot serving the Subleased Premises.

       9. Intentionally omitted.

       10. Intentionally omitted.



                                       3.


       11. CONSENTS. Whenever the consent or approval of Master Lessor is
required with respect to the Sublease or the Subleased Premises, such consent or
approval shall not be unreasonably withheld or delayed.


                                       4.


         This consent shall be binding upon any successors, assigns or other
transferees of Master Lessor's or Sublessor's interests under the Master Lease
or of Sublessee's pr Sublessor's interests under the Sublease.

         IN WITNESS WHEREOF, the undersigned have executed this Consent to
Sublease as of the 31st day of March, 2003.

MASTER LESSOR:                            SUBLESSOR:


Kenneth L. Bettenhausen                   VARI-L CORPORATION


By:  /s/ KENNETH L. BETTENHAUSEN          By:  /s/ CHARLES R. BLAND
     ------------------------------            ------------------------------


Name:  Kenneth L. Bettenhausen            Name:  Charles R. Bland
       ----------------------------              ----------------------------


Jean M. Bettenhausen                      Its:  Chief Executive Officer
                                                -----------------------------


By:  /s/ JEAN M. BETTENHAUSEN
     ------------------------------


Name: Jean M. Bettenhausen
      -----------------------------


SUBLESSEE:


Olin Acquisition Corporation,
a Delaware corporation


By:  /s/ THOMAS J. SCANNELL
     ------------------------------


Name:  Thomas J. Scannell
       ----------------------------


Its:  President
      -----------------------------



                                       5.

                                    EXHIBIT C

                                    GUARANTY

         IN CONSIDERATION OF, and as an inducement to, Vari-L Company, Inc., a
Colorado corporation ("Sublessor"), to enter into that certain Sublease dated of
even date herewith (the "Sublease") with Olin Acquisition Corp., a Delaware
corporation ("Sublessee"), with respect to the Subleased Premises described more
particularly in the Sublease (the "Premises"), the undersigned Guarantor has
executed and delivered this Guaranty as of this 31st day of March, 2003.
Guarantor acknowledges that the current Sublessee under the Sublease is a
wholly-owned subsidiary of Guarantor, that Sublessor would not enter into the
Sublease without this Guaranty, that without this Guaranty Sublessor could elect
not to enter into the Sublease, and that entering into the Sublease is in the
best interests of Sublessee and will benefit Sublessee and therefore that
Guarantor will benefit from Sublessor's entering into the Sublease with
Sublessee.

         1. Guarantor hereby guarantees to Sublessor, its successors and assigns
the full and prompt payment of the Rent (as defined in the Sublease) and all
other sums and charges payable by Sublessee, its successors and assigns, under
the Sublease, and further hereby guarantees the full and timely performance and
observance of all the covenants, terms, conditions and agreements therein
provided to be performed or observed by Sublessee, its successors and assigns.
Guarantor hereby covenants and agrees to and with Sublessor, its successors and
assigns, that if default (beyond applicable notice and cure periods) shall at
any time be made by Sublessee, its successors and assigns, in the payment of any
such Rent and any and all such other sums and charges, or in the performance and
observance of any of the covenants, terms, conditions or agreements contained in
the Sublease, Guarantor shall, within five (5) business days after written
notice to Guarantor, forthwith pay such Rent and other sums and charges, and any
arrears thereof, to Sublessor, its successors and assigns, and shall forthwith
faithfully perform and fulfill all of such terms, covenants, conditions and
agreements, or, with respect to non-monetary defaults only, if the cure of such
defaults cannot reasonably be accomplished within such five (5) business day
period, Guarantor shall (within such period) commence the cure and shall
diligently pursue such cure to completion. Guarantor shall also forthwith pay to
Sublessor all reasonable attorneys' fees and disbursements payable by Sublessee
under the Sublease or incurred by Sublessor in the enforcement of this Guaranty.
Sublessor shall accept Guarantor's payment of such Rent and other sums and
charges due under the Sublease and this Guaranty and Guarantor's performance of
Sublessee's obligations under the Sublease as a cure of Sublessee's failure to
make such payment or perform such obligation in the manner required under the
Sublease.

         2. This Guaranty is an absolute and unconditional guaranty of payment
and of performance. The obligations of Guarantor are independent of the
obligations of Sublessee. This Guaranty shall be enforceable against Guarantor
without the necessity of any suit or proceedings on Sublessor's part of any kind
or nature whatsoever against Sublessee, its successors and assigns, and without
the necessity of any notice of nonpayment, nonperformance or nonobservance,
except as specifically provided above or, with respect to the Sublease, as
provided in the Sublease, or any notice of acceptance of this Guaranty, or any
other notice or demand to which Guarantor might otherwise be entitled, all of
which Guarantor hereby expressly waives. Guarantor hereby expressly agrees that
the validity of this Guaranty and the obligations

                                       6.


of Guarantor hereunder shall in nowise be terminated, affected, diminished or
impaired by reason of the assertion or the failure to assert by Sublessor
against Sublessee, or against Sublessee's successors and assigns, of any of the
rights or remedies reserved to Sublessor pursuant to the provisions of the
Sublease or by relief of Sublessee from any of Sublessee's obligations under the
Sublease or otherwise by (a) the release or discharge of Sublessee in any
creditors' proceedings, receivership, bankruptcy or other proceedings, (b) the
impairment, limitation or modification of the liability of Sublessee or the
estate of Sublessee in bankruptcy, or of any remedy for the enforcement of
Sublessee's liability under the Sublease, resulting from the operation of any
present or future provision of the United States Bankruptcy Code, or (c) the
rejection or disaffirmance of the Sublease in any such proceedings.

         3. This Guaranty shall be a continuing guaranty and the liability of
Guarantor shall in no way be affected, modified or diminished by reason of any
assignment, amendment, renewal, supplement, modification or extension of the
Sublease or by reason of any modification or waiver of or change in any of the
terms, covenants, conditions or provisions of the Sublease, or by reason of any
extension of time that may be granted by Sublessor to Sublessee, its successors
or assigns or a changed or different use of the Premises consented to in writing
by Sublessor, or by reason of any dealings or transactions or matters or things
occurring between Sublessor and Sublessee, its successors or assigns, whether or
not notice thereof is given to Guarantor.

         4. Sublessor's consent to any assignment or assignments, and successive
assignments by Sublessee and Sublessee's assigns of the Sublease, made either
with or without notice to Guarantor, shall in no manner whatsoever release
Guarantor from any liability as Guarantor.

         5. The assignment by Sublessor of the Sublease and/or the avails and
proceeds thereof made either with or without notice to Guarantor shall in no
manner whatsoever release Guarantor from any liability as Guarantor. Sublessor
may without notice to Guarantor assign this Guaranty.

         6. All of Sublessor's rights and remedies under the Sublease or under
this Guaranty are intended to be distinct, separate and cumulative, and no such
right and remedy therein or herein mentioned is intended to be in exclusion of
or a waiver of any of the others. The obligation of Guarantor hereunder shall
not be released by Sublessor's receipt, application or release of security given
for the performance and observance of covenants and conditions required to be
performed and observed by Sublessee under the Sublease, nor shall Guarantor be
released by the maintenance of or execution upon any lien which Sublessor may
have or assert against Sublessee and/or Sublessee's assets.

         7. Until all the covenants and conditions in the Sublease on
Sublessee's part to be performed and observed are fully performed and observed,
Guarantor (a) shall have no right of subrogation against Sublessee by reason of
any payments or acts of performance by Guarantor in compliance with the
obligations of Guarantor hereunder and (b) waives any right to enforce any
remedy which Guarantor now or hereafter shall have against Sublessee by reason
of any one or more payment or acts of performance in compliance with the
obligations of Guarantor hereunder.

                                       7.


       8. Guarantor hereby agrees that this Guaranty shall be governed by the
laws of the State of Colorado.

       9. All notices and demands which Sublessor is required to give or may
elect to give to Guarantor, shall be in writing and shall comply with the
procedures set forth in the Sublease and addressed as set forth below.

                                       8.



         IN WITNESS WHEREOF, the undersigned Guarantor has executed this
Guaranty as of the date set forth below.

                                            GUARANTOR:

                                            SIRENZA MICRODEVICES, INC.,
                                            a Delaware corporation

                                            By:  /s/ THOMAS J. SCANNELL
                                                 ------------------------------

                                            Name:  Thomas J. Scannell
                                                   ----------------------------

                                            Its:  VP Finance & CFO
                                                  -----------------------------

                                            Date:  3/26/03
                                                   ----------------------------


Address for notices and service of process:

SIRENZA MICRODEVICES, INC.
522 Almanor Avenue Sunnyvale, CA 94085
Attn: Chief Financial Officer
Telephone: (408) 616-5400
Telecopier: (408) 739-0970

With a copy to:

Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road Palo Alto, CA 94304
Attention: Steven V. Bernard
Telephone No.: 650-493-9300
Facsimile No.: 650-493-6811


                                       9.

EX-10.3

                                                                    EXHIBIT 10.3



                                    SUBLEASE


         This Sublease (this "SUBLEASE") is entered into between Vari-L Company,
Inc., a Colorado corporation ("SUBLESSOR") and Olin Acquisition Corporation, a
Delaware corporation ("SUBLESSEE") as of March 31, 2003.

         1. SUBLEASED PREMISES. Sublessor hereby subleases to Sublessee, upon
the terms and conditions set forth herein, certain premises (the "SUBLEASED
PREMISES") consisting of the entire premises leased by Sublessor pursuant to
that certain Lease Agreement, as amended by that certain Amendment to Lease
Agreement, dated December 6, 1990, by that certain Second Amendment to Lease
Agreement, dated March 23, 1993 and by that certain Third Amendment to Lease
Agreement, dated October 30, 1998 (as amended, the "MASTER LEASE"), between J.C.
Enterprises, as landlord (the "MASTER LESSOR"), and Sublessor, as tenant, with
respect to premises located at 5165 Peoria Street, Denver, Colorado. A true,
correct and complete copy of the Master Lease is attached hereto as EXHIBIT A.
In connection with its use of the Subleased Premises, Sublessee shall also have
the non-exclusive right to use the areas described in the Master Lease as common
or shared areas.

         2. TERM. The term of this Sublease ("Term") shall commence on the
"CLOSING" as defined in Section 1.1 of that certain Asset Purchase Agreement,
dated December 2, 2002, by and among Sirenza Microdevices, Inc., Olin
Acquisition Corporation and Vari-L Company, Inc. (the "APA"), provided Sublessor
has theretofore obtained the consent of Master Lessor (the "COMMENCEMENT DATE").
The Term, subject to the earlier termination of the Master Lease or the sooner
termination of this Sublease pursuant to its terms, shall continue until June
30, 2003 (the "TERMINATION DATE"). Sublessor will obtain the written consent of
Master Lessor to this Sublease in the form attached hereto as EXHIBIT B or other
form acceptable to Master Lessor, and reasonably acceptable to Sublessor and
Sublessee. Sublessee shall cooperate with Sublessor in obtaining the written
consent to the Sublease by Master Lessor.

         3. Sublease Rent and Deposit.

                  (a) BASE RENT. Sublessee shall pay directly to Master Lessor,
with a copy to Sublessor, as rent for the Subleased Premises ("BASE RENT") for
each month during the period from the Commencement Date to and including the
Termination Date, the base rent payable under the Master Lease. The first
installment of Base Rent shall be due and payable on the Commencement Date and
each additional installment of Base Rent shall be due and payable on the first
(1st) day of each month thereafter. Base Rent shall be paid without any
deduction or offset and without prior notice or demand, at the address indicated
by Sublessor from time to time. The Base Rent for any period which is for less
than one (1) month of the Term shall be prorated.

                  (b) ADDITIONAL RENT. In addition to Base Rent, Sublessee shall
also pay directly to Master Lessor, with a copy to Sublessor, the entirety of
all other costs payable by Sublessor under the Master Lease, except for any
costs for services, repairs or maintenance which are not made at the request or
for the benefit of Sublessee ("ADDITIONAL RENT"). In addition, at all times
during the Term of this Sublease, Sublessor shall maintain direct contracts, in
Sublessor's own name, with the relevant utility provider, for the provision of
any utilities to



                                       1.


the Subleased Premises, including, without limitation, for utilities such as
electricity, water and heating. Sublessor shall invoice Sublessee for the costs
of the utilities provided under such contracts, and Sublessee shall pay to
Sublessor such amounts as Additional Rent pursuant to the terms of this Section
3.(b). Additional Rent shall be payable to Master Lessor, except for those
payments that are expressly due to Sublessor hereunder, which shall be due at
least five (5) business days prior to the date Sublessor must pay such amounts
to Master Lessor. Sublessee shall further pay to Sublessor as Additional Rent
any costs and expenses applicable to the Subleased Premises which are paid
directly by Sublessor, including, but not limited to, utilities, personal
property taxes and real property taxes; provided, however, that Sublessee shall
have no obligation with respect to any of such costs which are incurred solely
for the benefit of Sublessor. Base Rent and Additional Rent hereinafter
collectively shall be referred to as "RENT." Sublessee shall be entitled to, and
benefit from, any rental abatement granted Sublessor under the Master Lease for
whatever reason to the extent that such abatement relates to the Subleased
Premises and the Term of this Sublease.

         4. USE; COMPLIANCE WITH LAWS; RULES. Sublessee may use the Subleased
Premises only for the uses set forth in the Master Lease. Sublessee shall
promptly observe and comply with all laws with respect to Sublessee's use of the
Subleased Premises; provided, however, that Sublessee shall not be required to
comply with any laws requiring the construction of alterations in the Subleased
Premises, unless due to Sublessee's particular use of the Subleased Premises as
distinct from the uses of the Subleased Premises prior to the Commencement Date
or required due to any alterations, additions or improvements made or proposed
by Sublessee. Sublessee shall not do or permit anything to be done in, about or
with respect to the Subleased Premises which would (a) injure the Subleased
Premises, (b) vibrate, shake, overload, or impair the efficient operation of the
Subleased Premises or the building systems located therein or (c) otherwise
violate the Master Lease.

         5. INSURANCE. Sublessee shall obtain and keep in full force and effect
during the Term of this Sublease, at Sublessee's sole cost, the insurance that
Sublessor is required to maintain as "tenant" under the first sentence of
Section 19 of the Master Lease, and such policies shall name each Sublessor and
Master Lessor as an "additional insured." Upon request, Sublessee shall promptly
deliver certificates evidencing such insurance to Sublessor and/or Master
Lessor. Sublessor shall continue to carry all of the insurance required of the
"tenant" under the Master Lease.

         6. TAXES. Sublessee shall pay before delinquency all taxes imposed
against Sublessee's personal property in the Subleased Premises allocable to the
Term of this Sublease.

         7. SUBROGATION. Notwithstanding anything to the contrary contained in
this Sublease or the Master Lease, Sublessor and Sublessee each release the
other and their respective agents, employees, successors, assignees and
subtenants from all liability for injury to any person or damage to any property
that is caused by or results from a risk which is actually insured against,
which is required to be insured against by such party under the Master Lease or
this Sublease, or which would normally be covered by "all risk" property
insurance, without regard to the negligence or willful misconduct of the person
or entity so released.




                                       2.


         8. INDEMNITY. Each of Sublessor and Sublessee shall defend, indemnify,
protect and hold harmless the other from and against any and all liability,
loss, claim, damage and cost (including attorneys' fees) to the extent due to
the negligence or willful misconduct of the indemnifying party or its agents,
employees or contractors or the indemnifying party's violation of the terms of
this Sublease. This indemnification shall survive the termination of this
Sublease.

         9. HAZARDOUS MATERIALS. Sublessee shall not, without the prior written
consent of Sublessor and Master Lessor, use, store, transport or dispose of any
Hazardous Material in or about the Subleased Premises, except for Hazardous
Materials of a type and in amounts used by Sublessor in the Subleased Premises
prior to the Commencement Date. In the event Sublessee is using Hazardous
Materials at the Subleased Premises, Sublessee, at its sole cost, shall comply
with all laws relating to its use of Hazardous Materials and any provisions of
the Master Lease pertaining to Hazardous Materials. If Hazardous Materials
stored, used, disposed of, or released on or about the Subleased Premises by
Sublessee or its agents or employees result in contamination of the Subleased
Premises or the water or soil thereunder, then Sublessee shall promptly take any
and all action necessary to clean up and remediate such contamination as
required by law and any other action specified under the Master Lease. Except as
otherwise set forth in the APA, Sublessee shall indemnify, defend, protect and
hold Sublessor and Master Lessor and each of their officers, directors,
employees, partners, agents, representatives, successors and assigns harmless
from and against, all losses, damages, claims, costs and liabilities, including
attorneys' fees and costs, arising out of Sublessee's use, discharge, disposal,
storage, transport, release or emission of Hazardous Materials on or about the
Subleased Premises during the Term of this Sublease. Unless otherwise defined in
the Master Lease, "HAZARDOUS MATERIALS" shall mean any material or substance
that is now or hereafter designated by any applicable governmental authority to
be, or regulated by any applicable governmental authority as, radioactive,
toxic, hazardous or otherwise a danger to health, reproduction or the
environment.

         10. REPAIRS. Sublessor shall deliver the Subleased Premises to
Sublessee in its current, "as is" condition. Sublessee agrees that (i) Sublessor
has made no representation or warranty of any kind or nature respecting the
Sublease Premises, their condition or suitability for Sublessee's use, except as
set forth in the APA, and (ii) Sublessee agrees to accept the Subleased Premises
in "as is" condition, without any obligation on the part of Sublessor or Master
Lessor to modify, improve or otherwise prepare the Subleased Premises for
Sublessee's occupancy. Sublessor shall continue to perform the repairs and
maintenance obligations required of the Tenant under the Master Lease, and
except where caused by the negligence or willful misconduct of Sublessor, any
costs of such repairs and maintenance shall be paid by Sublessee to Sublessor as
Additional Rent.

         11. ALTERATIONS. No alterations or improvements shall be made to the
Subleased Premises without the prior written consent of Sublessor and Master
Lessor in accordance with the provisions of the Master Lease.

         12. Intentionally omitted.

         13. LIEN; SECURITY INTEREST. Sublessor shall have no security interest
or lien on any item of Sublessee's trade fixtures, furniture, equipment and
other personal property




                                       3.


("SUBLESSEE'S PROPERTY"). Within ten (10) days after Sublessee's request,
Sublessor shall execute documents reasonably acceptable to both parties to
evidence Sublessor's waiver of any right, title, lien, or interest in
Sublessee's Property. Sublessor waives any right of distraint, distress for rent
or "landlord's lien" that may arise at law.

         14. CASUALTY; CONDEMNATION. If all or any part of the Subleased
Premises is taken by the exercise of the power of eminent domain or a voluntary
transfer in lieu thereof (a "CONDEMNATION") or damaged due to any peril
("CASUALTY"), this Sublease shall terminate to the extent the Master Lease
terminates with respect to the part of the Subleased Premises so taken or
damaged. In addition, to the extent that the Master Lease gives Sublessor any
right to terminate the Master Lease in the event of a casualty or condemnation
affecting the Subleased Premises, Sublessor shall be entitled to exercise or not
exercise such right in its sole and absolute discretion, and in such event,
Sublessor shall concurrently notify Sublessee of such election. If this Sublease
is not terminated following a Condemnation or Casualty, Sublessor shall make or
use reasonable efforts to cause Master Lessor to make all repairs and
alterations that are reasonably necessary to restore that portion of the
Subleased Premises so taken or damaged, and Rent shall be reduced to the extent
Sublessor's rent under the Master Lease is abated with respect to such
Condemnation of the Subleased Premises or Casualty affecting the Subleased
Premises. All Condemnation proceeds attributable to Sublessor under the Master
Lease, if any, shall be shared with Sublessee to the extent applicable to the
Subleased Premises and Sublessee's share of the Shared Areas.

         15. ASSIGNMENT AND SUBLETTING. Sublessee may not assign this Sublease,
sublet the Subleased Premises or permit any use of the Subleased Premises by
another party (collectively, "TRANSFER"), without the prior written consent of
Sublessor, which consent may not be unreasonably withheld, and the prior written
consent of Master Lessor in accordance with terms of the Master Lease.
Sublessor's consent to one Transfer shall not constitute consent to a subsequent
transfer. Notwithstanding the foregoing, so long as Sirenza Microdevices, Inc.
continues to guaranty Sublessee's performance of its obligations under this
Sublease in accordance with the Guaranty (defined below), Sublessee may, without
Sublessor's prior written consent (but only after obtaining Master Lessor's
consent to the extent required under the Master Lease) and without constituting
an assignment or sublease hereunder, sublet the entirety of the Subleased
Premises or assign the Sublease to (a) an entity controlling, controlled by or
under common control with Sublessee, (b) a successor entity related to Sublessee
by merger, consolidation, or nonbankruptcy reorganization, or (c) a purchaser of
substantially all of Sublessee's assets located in the Subleased Premises.
Subject to the conditions contained in the immediately preceding sentence, a
sale or transfer of Sublessee's capital stock shall not be deemed an assignment,
subletting or any other transfer of the Sublease or the Subleased Premises.

         16. DEFAULT. Sublessee shall be in default of its obligations under
this Sublease if any of the following events occur: (a) Sublessee fails to pay
any Rent within five (5) days of when due; (b) Sublessee fails to perform any
term, covenant or condition of this Sublease (except those requiring payment of
Rent) and fails to cure such breach within the time frame specified in this
Sublease, or the Master Lease with respect to those provisions incorporated by
reference herein; or (c) Sublessee commits any other act or omission which
constitutes a default under the Master




                                       4.

Lease, which has not been cured after delivery of any written notice and
passage of any applicable grace period provided in the Master Lease.

         17. REMEDIES. In the event of any default by Sublessee, Sublessor shall
have the remedies provided in the Master Lease.

         18. RIGHT TO CURE DEFAULTS. If Sublessee fails to pay any sum of money
due hereunder, or fails to perform any other act on its part to be performed
hereunder, then Sublessor or Master Lessor may, but shall not be obligated to,
after passage of any applicable notice and cure periods (except in the case of
an emergency, in which case no cure period is required), make such payment or
perform such act. All such sums paid, and all reasonable costs and expenses of
performing any such act, shall be deemed Additional Rent payable by Sublessee to
Sublessor or Master Lessor, as applicable, upon demand.

         19. SURRENDER; HOLDOVER. Prior to expiration of this Sublease,
Sublessee shall remove all of its personal property and shall surrender the
Subleased Premises to Sublessor broom clean, in the same condition as exists on
the Commencement Date, reasonable wear and tear, alterations that may be
surrendered hereunder, casualty, condemnation, and Hazardous Materials (except
those for which Sublessee is responsible under Section 9 of this Sublease or any
applicable provision of the Master Lease), excepted. If the Subleased Premises
are not so surrendered, then Sublessee shall be liable to Sublessor for all
reasonable costs actually incurred by Sublessor as a result of such failure by
Sublessee. In the event that Sublessee does not surrender the Subleased Premises
upon the expiration or earlier termination of this Sublease as to the Subleased
Premises as required above, Sublessee shall pay Sublessor holdover Base Rent in
an amount equal to the holdover rent specified in the Master Lease.

         20. ESTOPPEL CERTIFICATES. Within ten (10) calendar days after receipt
of written demand by either party, the other party shall execute and deliver to
the requesting party an estoppel certificate (a) certifying that this Sublease
is unmodified and in full force and effect or, if modified, the nature of such
modification; (b) acknowledging, to the best of the responding party's
knowledge, that there are no uncured defaults on the part of the requesting
party; and (c) certifying such other information as is reasonably required by
the requesting party.

         21. SUBORDINATION. This Sublease is subject and subordinate to all
present and future ground leases, underlying leases, mortgages, deeds of trust
or other encumbrances, and all renewals, modifications and replacements thereof
affecting any portion of the Subleased Premises.

         22. RIGHT OF ENTRY. Sublessor shall have the same right of entry into
the Subleased Premises as the Master Lessor under the Master Lease.

         23. LATE CHARGE. If Sublessee fails to pay to Sublessor any amount due
hereunder within five (5) days of when due, Sublessee shall pay Sublessor upon
demand a late charge equal to the amount of any late charge which is specified
under the Master Lease. In addition, Sublessee shall pay to Sublessor interest
on all amounts due, at the rate interest specified in the Master Lease from the
due date to and including the date of the payment.




                                       5.


         24. NOTICES. Any notice given under this Sublease shall be in writing
and shall be hand delivered or mailed (by certified mail, return receipt
requested, postage prepaid, or by overnight delivery), addressed as follows: (a)
if to Sublessee: 522 Almanor Avenue, Sunnyvale, CA 94085, Attn.: Chief Financial
Officer, with a copy to Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill
Road Palo Alto, CA 94304, Attn: Steven V. Bernard and (b) if to Sublessor: 4895
Peoria St. Denver, CO 80239, Attn.: Chief Financial Officer, with a copy to
Cooley Godward LLP, 380 Interlocken Crescent, Suite 900, Broomfield, CO 80021,
Attn: James Linfield. Any notice shall be deemed to have been given when hand
delivered or, if mailed, three (3) business days after mailing. A copy of any
and all notices given under this Sublease shall be sent to Master Lessor at 6160
South Olathe, Aurora, Colorado 80016, Attention: Joseph Kiser.

         25. EFFECT OF CONVEYANCE. As used in this Sublease, the term
"SUBLESSOR" means the holder of a leasehold interest in the Subleased Premises
pursuant to the Master Lease. In the event of any assignment or transfer of the
Subleased Premises by Sublessor in accordance with the Master Lease, then
Sublessor, upon the transferee's assumption, in writing, of Sublessor's
obligations under this Sublease and the Master Lease, shall be and hereby is
entirely relieved of all covenants and obligations of Sublessor as to the
Subleased Premises accruing after the date of such transfer, and it shall be
deemed and construed that any transferee has assumed and shall carry out all
covenants and obligations thereafter to be performed by Sublessor hereunder.

         26. PARKING. Sublessee shall have the right to use throughout the Term
all of the parking spaces, if any, available to Sublessor in the parking lot for
the Subleased Premises.

         27. SIGNAGE. Subject to the consent of Master Lessor, if required under
the Master Lease, Sublessee shall have the right to use, install and maintain,
at Sublessee's expense, all signage that Sublessor is permitted to display
pursuant to the terms of the Master Lease.

         28. ADDITIONAL PROVISIONS. The following additional provisions shall
apply: (a) if the Master Lease terminates for any reason, this Sublease shall
terminate concurrently therewith as to the Subleased Premises; (b) Sublessee
shall also have the non-exclusive right to use the common areas outside the
Subleased Premises that Sublessor has the right to use under the Master Lease;
(c) Sublessor, with respect to the obligations of Master Lessor under the Master
Lease, shall request Master Lessor in writing to perform such obligations as and
when requested to do so by Sublessee, and to use Sublessor's reasonable efforts
to obtain Master Lessor's performance; (d) Sublessee shall comply with all
restrictions set forth in the Master Lease and all rules and regulations
promulgated from time to time by Master Lessor; (e) except as expressly set
forth in this Sublease, Sublessee shall obtain the prior written consent of
Sublessor and Master Lessor with respect to any act which, if performed by
Sublessor, would require Master Lessor's approval under the Master Lease, and
the consent of Sublessor may be withheld if Master Lessor's consent is not
obtained; and (f) this Sublease shall be at all times subject and subordinate to
the Master Lease.

         29. SUBLESSOR'S REPRESENTATIONS AND WARRANTIES. Sublessor represents
and warrants that (i) the Master Lease is in full force and effect, and there
exists under the Master Lease no default or event of default by either
Sublessor, or to the best of Sublessor's actual knowledge, Master Lessor, nor
has there occurred any event which, with the giving of notice or





                                       6.

the passage of time or both, could constitute such a default or event of
default; and (ii) a true, correct and complete copy of the Master Lease is
attached hereto as EXHIBIT A.

         30. CONSENT OF MASTER LESSOR AND SUBLESSOR. If Sublessee desires to
take any action which requires the consent or approval of Sublessor pursuant to
the terms of this Sublease, prior to taking such action, including, without
limitation, making any alterations, then, notwithstanding anything to the
contrary herein, (a) Sublessor shall have the same rights of approval or
disapproval as Master Lessor has under the Master Lease, and (b) Sublessee shall
not take any such action until it obtains the consent of Sublessor and Master
Lessor, as may be required under this Sublease or the Master Lease. This
Sublease shall not be effective unless and until any required written consent of
the Master Lessor shall have been obtained.

         31. AMENDMENT. This Sublease may not be amended except by the written
agreement of all parties hereto.

         32. BROKERS. Each party hereto hereby represents and warrants that it
has dealt with no broker in connection with this Sublease and the transactions
contemplated herein. Each party shall indemnify, protect, defend and hold
harmless the other and Master Lessor from all costs and expenses (including
reasonable attorneys' fees) arising from or relating to a breach of the
foregoing representation and warranty.

         33. GUARANTY. Sirenza Microdevices, Inc. shall guaranty the performance
and payment obligations of Sublessee under this Sublease. Contemporaneously with
the mutual execution of this Sublease, Sirenza Microdevices, Inc. shall execute
a guaranty of sublease in the form of EXHIBIT C attached hereto and made a part
hereof (the "GUARANTY").

         34. MISCELLANEOUS. This Sublease shall in all respects be governed by
and construed in accordance with the laws of the jurisdiction in which the
Subleased Premises are located. If any term of this Sublease is held to be
invalid or unenforceable by any court of competent jurisdiction, then the
remainder of this Sublease shall remain in full force and effect to the fullest
extent possible under the law, and shall not be affected or impaired. Time is of
the essence with respect to the performance of every provision of this Sublease
in which time of performance is a factor. Any executed copy of this Sublease
shall be deemed an original for all purposes. This Sublease shall, subject to
the provisions regarding assignment and subletting, apply to and bind the
respective heirs, successors, executors, administrators and assigns of Sublessor
and Sublessee. The language in all parts of this Sublease shall in all cases be
construed as a whole according to its fair meaning, and not strictly for or
against either Sublessor or Sublessee. The captions used in this Sublease are
for convenience only and shall not be considered in the construction or
interpretation of any provision hereof. When a party is required to do something
by this Sublease, it shall do so at its sole cost and expense without right of
reimbursement from the other party unless specific provision is made therefor.
If either party brings any action or legal proceeding with respect to this
Sublease, the prevailing party shall be entitled to recover reasonable
attorneys' and experts' fees and court costs. This Sublease may be executed in
counterparts.




                                       7.



         IN WITNESS WHEREOF, the parties have executed this Sublease as of the
day first above written.

SUBLESSOR:                                  SUBLESSEE:


Vari-L Company, Inc.,                       Olin Acquisition Corporation,
a Colorado corporation                      a Delaware corporation


By: /s/ CHARLES R. BLAND                    By: /s/ THOMAS J. SCANNELL
    ------------------------------              --------------------------------


Name:  Charles R. Bland                     Name: Thomas J. Scannell
       ---------------------------                -----------------------------


Its:  Chief Executive Officer               Its: President
      ----------------------------               ------------------------------





                                       8.


                                    EXHIBIT A

                                  MASTER LEASE


















                                    EXHIBIT B

                               CONSENT TO SUBLEASE

         Master Lessor hereby acknowledges receipt of a copy of that certain
sublease between Vari-L Corporation, as sublessor ("SUBLESSOR") and Olin
Acquisition Corporation as sublessee ("SUBLESSEE"), dated April __, 2003 (the
"SUBLEASE") concerning those premises located at 5165 Peoria St., Denver,
Colorado (the "SUBLEASED PREMISES"), and Master Lessor hereby consents to all of
the terms and conditions thereof. All capitalized terms used herein that are not
specifically defined herein shall have the meaning ascribed to them in the
Sublease. Master Lessor further agrees that, notwithstanding anything to the
contrary in the Master Lease:

         1. NOTICE. Master Lessor shall deliver to Sublessee, at the same time
and in the same manner as delivered to Sublessor, a copy of any notice required
to be delivered to Sublessor under the Master Lease.

         2. RIGHT TO CURE. In the event that Sublessor defaults in the
performance or observance of any of Sublessor's obligations under the Master
Lease during the Term of the Sublease, Master Lessor agrees that Sublessee shall
have the right, but not the obligation, on behalf of Sublessor to cure any
default, of which Sublessee has notice, within the time available to Sublessor
to cure any such default under the Master Lease, and Master Lessor shall accept
such cure from Sublessee. In the event Sublessee tenders payment directly to
Master Lessor in accordance with the Sublease and Master Lessor refuses to
accept such payment, Sublessee shall have the right to deposit such funds in an
account with a national bank for the benefit of Master Lessor and Sublessor, and
the deposit of such funds in such an account shall discharge Sublessee's
obligation under this Sublease to make the payment in question.

         3. NON-DISTURBANCE. If the Master Lease terminates prior to expiration
of the Term of the Sublease for any reason other than as a result of Master
Lessor's right to terminate the Master Lease for casualty or condemnation as
provided in the Master Lease, then Master Lessor covenants and agrees that this
Sublease shall continue in full force and effect, at Sublessee's option, as a
direct lease between Master Lessor and Sublessee upon all of the terms,
covenants and conditions of the Sublease, and Master Lessor shall recognize
Sublessee's right to possession of the Subleased Premises as provided in the
Sublease and shall not disturb Sublessee's right to possession so long as
Sublessee is not in default under the Sublease beyond the period provided for
the cure of any such default.

         4. ASSIGNMENT AND SUBLETTING. Sublessee may, without Master Lessor's
prior written consent and without payment of any amount to Master Lessor, sublet
the Subleased Premises or assign the Sublease to (i) an entity, controlling,
controlled by, or under common control with Sublessee, (ii) a successor entity
related to Sublessee by merger, consolidation, non-bankruptcy reorganization, or
government action, or (iii) a purchaser of substantially all of Sublessee's
assets located at the Subleased Premises, so long as Sirenza Microdevices, Inc.
continues to guaranty Sublessee's performance of its obligations under the
Sublease. Neither the







sale or transfer of Sublessee's capital stock shall be deemed an assignment,
subletting, or other transfer of the Sublease or the Subleased Premises.

         5. WAIVER OF SUBROGATION. Master Lessor and Sublessee mutually waive
their respective rights of recovery against each other for any loss of, or
damage to, either parties' property to the extent that such loss or damage is
insured by a property insurance policy in effect at the time of such loss or
damage. This waiver of subrogation shall not apply in such instances in which
such waiver of subrogation would invalidate such insurance coverage or would
cause either party's insurance coverage to be voided or otherwise uncollectible.

         6. LIEN; SECURITY INTEREST. Master Lessor shall have no security
interest or lien on any item of Sublessee's trade fixtures, furniture, equipment
and other personal property.

         7. PARKING. Master Lessor acknowledges that Sublessee is entitled to
all of the parking spaces in the parking lot serving the Subleased Premises.

         8. INSURANCE. Sublessor agrees to maintain its insurance as required in
the Master Lease, irrespective of and in addition to the obligation of Sublessee
to obtain and maintain insurance as required in the Sublease.

         9. SUBLEASE EXPIRATION. Sublessee agrees that the Term of the Sublease
expires on June 30, 2003, and that Sublessee shall have no right to occupy the
Subleased Premises or extend the Term of the Sublease without the prior written
consent of the Master Lessor, which consent may be withheld in Master Lessor's
sole discretion.

         10. NO WAIVER. Sublessor acknowledges and agrees that the terms and
conditions of the Sublease: (i) do not waive any terms, conditions or provisions
in the Master Lease between Master Lessor and Sublessor; (ii) do not forgive or
waive any performance or failure to perform of Sublessor in or under the Master
Lease; and (iii) do not waive any existing defaults under the Master Lease.
Master Lessor retains and maintains all rights and remedies against Sublessor as
are contained in the Master Lease.

         11. CONSENTS. Whenever the consent or approval of Master Lessor is
required with respect to the Sublease or the Subleased Premises, such consent or
approval shall not be unreasonably withheld or delayed, except as otherwise
stated herein.





                                      2.


         This consent shall be binding upon any successors, assigns or other
transferees of Master Lessor's or Sublessor's interests under the Master Lease
or of Sublessee's or Sublessor's interests under the Sublease.

         IN WITNESS WHEREOF, the undersigned have executed this Consent to
Sublease as of the 5th day of March, 2003.

MASTER LESSOR:                              SUBLESSOR:


J.C. Enterprises,                           VARI-L CORPORATION,
a Colorado general partnership              a Colorado corporation


By:  /s/ JOSEPH H. KISER                    By: /s/ CHARLES R. BLAND
     -----------------------------              -------------------------------


Name:  Joseph H. Kiser                      Name: Charles R. Bland
       ---------------------------                -----------------------------


Its:  Partner                               Its: Chief Executive Officer
      ----------------------------               ------------------------------


SUBLESSEE:


OLIN ACQUISITION CORPORATION,
a Delaware corporation


By:  /s/ THOMAS J. SCANNELL
     -----------------------------


Name:  Thomas J. Scannell
       ---------------------------


Its:  President
      ----------------------------




                                      3.




                                    EXHIBIT C

                                    GUARANTY

         IN CONSIDERATION OF, and as an inducement to, Vari-L Company, Inc., a
Colorado corporation ("Sublessor"), to enter into that certain Sublease dated of
even date herewith (the "Sublease") with Olin Acquisition Corp., a Delaware
corporation ("Sublessee"), with respect to the Subleased Premises described more
particularly in the Sublease (the "Premises"), the undersigned Guarantor has
executed and delivered this Guaranty as of this 31st day of March, 2003.
Guarantor acknowledges that the current Sublessee under the Sublease is a
wholly-owned subsidiary of Guarantor, that Sublessor would not enter into the
Sublease without this Guaranty, that without this Guaranty Sublessor could elect
not to enter into the Sublease, and that entering into the Sublease is in the
best interests of Sublessee and will benefit Sublessee and therefore that
Guarantor will benefit from Sublessor's entering into the Sublease with
Sublessee.

         1. Guarantor hereby guarantees to Sublessor, its successors and assigns
the full and prompt payment of the Rent (as defined in the Sublease) and all
other sums and charges payable by Sublessee, its successors and assigns, under
the Sublease, and further hereby guarantees the full and timely performance and
observance of all the covenants, terms, conditions and agreements therein
provided to be performed or observed by Sublessee, its successors and assigns.
Guarantor hereby covenants and agrees to and with Sublessor, its successors and
assigns, that if default (beyond applicable notice and cure periods) shall at
any time be made by Sublessee, its successors and assigns, in the payment of any
such Rent and any and all such other sums and charges, or in the performance and
observance of any of the covenants, terms, conditions or agreements contained in
the Sublease, Guarantor shall, within five (5) business days after written
notice to Guarantor, forthwith pay such Rent and other sums and charges, and any
arrears thereof, to Sublessor, its successors and assigns, and shall forthwith
faithfully perform and fulfill all of such terms, covenants, conditions and
agreements, or, with respect to non-monetary defaults only, if the cure of such
defaults cannot reasonably be accomplished within such five (5) business day
period, Guarantor shall (within such period) commence the cure and shall
diligently pursue such cure to completion. Guarantor shall also forthwith pay to
Sublessor all reasonable attorneys' fees and disbursements payable by Sublessee
under the Sublease or incurred by Sublessor in the enforcement of this Guaranty.
Sublessor shall accept Guarantor's payment of such Rent and other sums and
charges due under the Sublease and this Guaranty and Guarantor's performance of
Sublessee's obligations under the Sublease as a cure of Sublessee's failure to
make such payment or perform such obligation in the manner required under the
Sublease.

         2. This Guaranty is an absolute and unconditional guaranty of payment
and of performance. The obligations of Guarantor are independent of the
obligations of Sublessee. This Guaranty shall be enforceable against Guarantor
without the necessity of any suit or proceedings on Sublessor's part of any kind
or nature whatsoever against Sublessee, its successors and assigns, and without
the necessity of any notice of nonpayment, nonperformance or nonobservance,
except as specifically provided above or, with respect to the Sublease, as
provided in the Sublease, or any notice of acceptance of this Guaranty, or any
other notice or demand to which Guarantor might otherwise be entitled, all of
which Guarantor hereby expressly waives. Guarantor hereby expressly agrees that
the validity of this Guaranty and the obligations







of Guarantor hereunder shall in nowise be terminated, affected, diminished or
impaired by reason of the assertion or the failure to assert by Sublessor
against Sublessee, or against Sublessee's successors and assigns, of any of the
rights or remedies reserved to Sublessor pursuant to the provisions of the
Sublease or by relief of Sublessee from any of Sublessee's obligations under the
Sublease or otherwise by (a) the release or discharge of Sublessee in any
creditors' proceedings, receivership, bankruptcy or other proceedings, (b) the
impairment, limitation or modification of the liability of Sublessee or the
estate of Sublessee in bankruptcy, or of any remedy for the enforcement of
Sublessee's liability under the Sublease, resulting from the operation of any
present or future provision of the United States Bankruptcy Code, or (c) the
rejection or disaffirmance of the Sublease in any such proceedings.

         3. This Guaranty shall be a continuing guaranty and the liability of
Guarantor shall in no way be affected, modified or diminished by reason of any
assignment, amendment, renewal, supplement, modification or extension of the
Sublease or by reason of any modification or waiver of or change in any of the
terms, covenants, conditions or provisions of the Sublease, or by reason of any
extension of time that may be granted by Sublessor to Sublessee, its successors
or assigns or a changed or different use of the Premises consented to in writing
by Sublessor, or by reason of any dealings or transactions or matters or things
occurring between Sublessor and Sublessee, its successors or assigns, whether or
not notice thereof is given to Guarantor.

         4. Sublessor's consent to any assignment or assignments, and successive
assignments by Sublessee and Sublessee's assigns of the Sublease, made either
with or without notice to Guarantor, shall in no manner whatsoever release
Guarantor from any liability as Guarantor.

         5. The assignment by Sublessor of the Sublease and/or the avails and
proceeds thereof made either with or without notice to Guarantor shall in no
manner whatsoever release Guarantor from any liability as Guarantor. Sublessor
may without notice to Guarantor assign this Guaranty.

         6. All of Sublessor's rights and remedies under the Sublease or under
this Guaranty are intended to be distinct, separate and cumulative, and no such
right and remedy therein or herein mentioned is intended to be in exclusion of
or a waiver of any of the others. The obligation of Guarantor hereunder shall
not be released by Sublessor's receipt, application or release of security given
for the performance and observance of covenants and conditions required to be
performed and observed by Sublessee under the Sublease, nor shall Guarantor be
released by the maintenance of or execution upon any lien which Sublessor may
have or assert against Sublessee and/or Sublessee's assets.

         7. Until all the covenants and conditions in the Sublease on
Sublessee's part to be performed and observed are fully performed and observed,
Guarantor (a) shall have no right of subrogation against Sublessee by reason of
any payments or acts of performance by Guarantor in compliance with the
obligations of Guarantor hereunder and (b) waives any right to enforce any
remedy which Guarantor now or hereafter shall have against Sublessee by reason
of any one or more payment or acts of performance in compliance with the
obligations of Guarantor hereunder.





                                      2.



         8. Guarantor hereby agrees that this Guaranty shall be governed by the
laws of the State of Colorado.

         9. All notices and demands which Sublessor is required to give or may
elect to give to Guarantor, shall be in writing and shall comply with the
procedures set forth in the Sublease and addressed as set forth below.

         IN WITNESS WHEREOF, the undersigned Guarantor has executed this
Guaranty as of the date set forth below.

                                         GUARANTOR:

                                         SIRENZA MICRODEVICES, INC.,
                                         a Delaware corporation

                                         By:  /s/ THOMAS J. SCANNELL
                                              ----------------------------------

                                         Name:  Thomas J. Scannell
                                                --------------------------------

                                         Its:  V.P. Finance & CFO
                                               ---------------------------------

                                         Date:  3/26/03
                                                --------------------------------


Address for notices and service of process:

SIRENZA MICRODEVICES, INC.
522 Almanor Avenue Sunnyvale, CA 94085
Attn: Chief Financial Officer
Telephone: (408) 616-5400
Telecopier: (408) 739-0970

With a copy to:

Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road Palo Alto, CA 94304
Attention: Steven V. Bernard
Telephone No.: 650-493-9300
Facsimile No.: 650-493-6811






                                      3.

EX-10.4

                                                                    EXHIBIT 10.4


                                    SUBLEASE


         This Sublease (this "SUBLEASE") is entered into between Vari-L Company,
Inc., a Colorado corporation ("SUBLESSOR") and Olin Acquisition Corporation, a
Delaware corporation ("SUBLESSEE") as of March 31, 2003.

         1. SUBLEASED PREMISES. Sublessor hereby subleases to Sublessee, upon
the terms and conditions set forth herein, certain premises (the "SUBLEASED
PREMISES") consisting of the entire premises leased by Sublessor pursuant to
that certain lease dated March 12, 1997 (the "MASTER LEASE"), between Five K
Investments, as landlord (the "MASTER LESSOR"), and Sublessor, as tenant, with
respect to premises located at 4895 Peoria St., Denver, Colorado. A true,
correct and complete copy of the Master Lease is attached hereto as EXHIBIT A.
In connection with its use of the Subleased Premises, Sublessee shall also have
the non-exclusive right to use the areas described in the Master Lease as common
or shared areas.

         2. TERM. The term of this Sublease shall commence on the "CLOSING" as
defined in Section 1.1 of that certain Asset Purchase Agreement, dated December
2, 2002, by and among Sirenza Microdevices, Inc., Olin Acquisition Corporation
and Vari-L Company, Inc. (the "APA"), provided Sublessor has theretofore
obtained the consent of Master Lessor (the "COMMENCEMENT DATE"). The term,
subject to the earlier termination of the Master Lease or the sooner termination
of this Sublease pursuant to its terms, shall continue until June 30, 2003 (the
"TERMINATION DATE"). Sublessor will obtain the written consent of Master Lessor
to this Sublease in the form attached hereto as EXHIBIT B or other form
acceptable to Master Lessor, and reasonably acceptable to Sublessor and
Sublessee. Sublessee shall cooperate with Sublessor in obtaining the written
consent to the Sublease by Master Lessor.

         3. SUBLEASE RENT AND DEPOSIT.

            (a) BASE RENT. Sublessee shall pay Sublessor as rent for the
Subleased Premises ("BASE RENT") for each month during the period from the
Commencement Date to and including the Termination Date, the base rent payable
under the Master Lease. The first installment of Base Rent shall be due and
payable on the Commencement Date and on the first (1st) day of each month
thereafter. Base Rent shall be paid without any deduction or offset and without
prior notice or demand, at the address indicated by Sublessor from time to time.
The Base Rent for any period which is for less than one (1) month of the Term
shall be prorated.

            (b) ADDITIONAL RENT. In addition to Base Rent, Sublessee shall also
pay to Sublessor the entirety of all other costs payable by Sublessor under the
Master Lease, except for any costs for services, repairs or maintenance which
are not made at the request or for the benefit of Sublessee ("ADDITIONAL RENT").
In addition, at all times during the term of this Sublease, Sublessor shall
maintain direct contracts, in Sublessor's own name, with the relevant utility
provider, for the provision of any utilities to the Premises, including, without
limitation, for utilities such as electricity, water and heating. Sublessor
shall invoice Sublessee for the costs of the utilities provided under such
contracts, and Sublessee shall pay such amounts as Additional Rent pursuant to
the terms of this Section 3.(b). Additional Rent shall be payable to Sublessor
as and when payments are due from Sublessor pursuant to the Master Lease, but at

                                       1


least five (5) business days prior to the date Sublessor must pay such amounts
to Master Lessor. Sublessee shall further pay to Sublessor as Additional Rent
any costs and expenses applicable to the Sublease Premises which are paid
directly by Sublessor, including, but not limited to, utilities, personal
property taxes and real property taxes; provided, however, that Sublessee shall
have no obligation with respect to any of such costs which are incurred solely
for the benefit of Sublessor. Base Rent and Additional Rent hereinafter
collectively shall be referred to as "RENT." Sublessee shall be entitled to, and
benefit from, any rental abatement granted Sublessor under the Master Lease for
whatever reason to the extent that such abatement relates to the Subleased
Premises and the term of this Sublease.

         4. USE; COMPLIANCE WITH LAWS; RULES. Sublessee may use the Subleased
Premises only for the uses set forth in the Master Lease. Sublessee shall
promptly observe and comply with all laws with respect to Sublessee's use of the
Subleased Premises; provided, however, that Sublessee shall not be required to
comply with any laws requiring the construction of alterations in the Subleased
Premises, unless due to Sublessee's particular use of the Subleased Premises as
distinct from the uses of the Subleased Premises prior to the Commencement Date
or required due to any alterations, additions or improvements made or proposed
by Sublessee. Sublessee shall not do or permit anything to be done in, about or
with respect to the Subleased Premises which would (a) injure the Subleased
Premises, (b) vibrate, shake, overload, or impair the efficient operation of the
Premises or the building systems located therein or (c) otherwise violate the
Master Lease.

         5. INSURANCE. In the event Master Lessor requires Sublessee to do so,
Sublessee shall obtain and keep in full force and effect during the term of this
Sublease, at Sublessee's sole cost, the insurance that Sublessor is required to
maintain as "tenant" under the Master Lease, and such policies shall name each
Sublessor and Master Lessor as an "additional insured." Upon request, Sublessee
shall promptly deliver certificates evidencing such insurance to Sublessor
and/or Master Lessor.

         6. TAXES. Sublessee shall pay before delinquency all taxes imposed
against Sublessee's personal property in the Subleased Premises allocable to the
term of this Sublease.

         7. SUBROGATION. The waiver of subrogation provisions set forth in the
Master Lease shall be deemed a three-party agreement binding among and inuring
to the benefit of Sublessee, Sublessor and Master Landlord, by reason of its
consent to this Sublease.

         8. INDEMNITY. Each party shall defend, indemnify, protect and hold
harmless the other from and against any and all liability, loss, claim, damage
and cost (including attorneys' fees) to the extent due to the negligence or
willful misconduct of the indemnifying party or its agents, employees or
contractors or the indemnifying party's violation of the terms of this Sublease.
This indemnification shall survive the termination of this Sublease.

         9. HAZARDOUS MATERIALS. Sublessee shall not, without the prior written
consent of Sublessor and Master Lessor, use, store, transport or dispose of any
Hazardous Material in or about the Subleased Premises, except for Hazardous
Materials of a type and in amounts used by Sublessor in the Premises prior to
the Commencement Date. In the event Sublessee is using Hazardous Materials at
the Subleased Premises, Sublessee, at its sole cost, shall comply with all

                                       2


laws relating to its use of Hazardous Materials and any provisions of the Master
Lease pertaining to Hazardous Materials. If Hazardous Materials stored, used,
disposed of, or released on or about the Subleased Premises by Sublessee or its
agents or employees result in contamination of the Subleased Premises or the
water or soil thereunder, then Sublessee shall promptly take any and all action
necessary to clean up such contamination as required by law and any other action
specified under the Master Lease. Except as otherwise set forth in the APA,
Sublessee shall indemnify, defend, protect and hold Sublessor and Master Lessor
and each of their officers, directors, employees, successors and assigns
harmless from and against, all losses, damages, claims, costs and liabilities,
including attorneys' fees and costs, arising out of Sublessee's use, discharge,
disposal, storage, transport, release or emission of Hazardous Materials on or
about the Premises during the term of this Sublease. Unless otherwise defined in
the Master Lease, "HAZARDOUS MATERIALS" shall mean any material or substance
that is now or hereafter designated by any applicable governmental authority to
be, or regulated by any applicable governmental authority as, radioactive,
toxic, hazardous or otherwise a danger to health, reproduction or the
environment.

         10. REPAIRS. Sublessor shall deliver the Subleased Premises to
Sublessee in its current, "as is" condition. Sublessee agrees that (i) Sublessor
has made no representation or warranty of any kind or nature respecting the
Sublease Premises, their condition or suitability for Sublessee's use, except as
set forth in the APA, and (ii) Sublessee agrees to accept the Subleased Premises
in "as is" condition, without any obligation on the part of Sublessor to modify,
improve or otherwise prepare the Sublease Premises for Sublessee's occupancy.
Sublessor shall continue to perform the repairs and maintenance obligations
required of the Tenant under the Master Lease, and except where caused by the
negligence or willful misconduct of Sublessor, any costs of such repairs and
maintenance shall be paid by Sublessee to Sublessor as Additional Rent.

         11. ALTERATIONS. No alterations or improvements shall be made to the
Subleased Premises without the prior written consent of Sublessor and Master
Lessor in accordance with the provisions of the Master Lease.

         12. Intentionally omitted.

         13. LIEN; SECURITY INTEREST. Sublessor shall have no security interest
or lien on any item of Sublessee's trade fixtures, furniture, equipment and
other personal property ("SUBLESSEE'S PROPERTY"). Within ten (10) days after
Sublessee's request, Sublessor shall execute documents reasonably acceptable to
both parties to evidence Sublessor's waiver of any right, title, lien, or
interest in Sublessee's Property. Sublessor waives any right of distraint,
distress for rent or "landlord's lien" that may arise at law.

         14. CASUALTY; CONDEMNATION. If all or any part of the Subleased
Premises is taken by the exercise of the power of eminent domain or a voluntary
transfer in lieu thereof (a "CONDEMNATION") or damaged due to any peril
("CASUALTY"), this Sublease shall terminate to the extent the Master Lease
terminates with respect to the part of the Subleased Premises so taken or
damaged. In addition, to the extent that the Master Lease gives Sublessor any
right to terminate the Master Lease in the event of a casualty or condemnation
affecting the Premises, Sublessor shall be entitled to exercise or not exercise
such right in its sole and absolute discretion, and in such event, Sublessor
shall concurrently notify Sublessee of such election. If this Sublease is not

                                       3


terminated following a Condemnation or Casualty, Sublessor shall make or use
reasonable efforts to cause Master Lessor to make all repairs and alterations
that are reasonably necessary to restore that portion of the Subleased Premises
so taken or damaged, and Rent shall be reduced to the extent Sublessor's rent
under the Master Lease is abated with respect to such Condemnation of the
Subleased Premises or Casualty affecting the Subleased Premises. All
Condemnation proceeds shall be shared with Sublessee to the extent applicable to
the Subleased Premises and Sublessee's share of the Shared Areas.

         15. ASSIGNMENT AND SUBLETTING. Sublessee may not assign this Sublease,
sublet the Subleased Premises or permit any use of the Subleased Premises by
another party (collectively, "TRANSFER"), without the prior written consent of
Sublessor, which consent may not be unreasonably withheld, and the prior written
consent of Master Lessor in accordance with terms of the Master Lease.
Sublessor's consent to one Transfer shall not constitute consent to a subsequent
transfer. Notwithstanding the foregoing, so long as Sirenza Microdevices, Inc.
continues to guaranty Sublessee's performance of its obligations under this
Sublease in accordance with the Guaranty (defined below), Sublessee may, without
Sublessor's prior written consent (but only after obtaining Master Lessor's
consent to the extent required under the Master Lease) and without constituting
an assignment or sublease hereunder, sublet the entirety of the Subleased
Premises or assign the Sublease to (a) an entity controlling, controlled by or
under common control with Sublessee, (b) a successor entity related to Sublessee
by merger, consolidation, or nonbankruptcy reorganization, or (c) a purchaser of
substantially all of Sublessee's assets located in the Subleased Premises.
Subject to the conditions contained in the immediately preceding sentence, a
sale or transfer of Sublessee's capital stock shall not be deemed an assignment,
subletting or any other transfer of the Sublease or the Subleased Premises.

         16. DEFAULT. Sublessee shall be in default of its obligations under
this Sublease if any of the following events occur: (a) Sublessee fails to pay
any Rent within five (5) days of when due; (b) Sublessee fails to perform any
term, covenant or condition of this Sublease (except those requiring payment of
Rent) and fails to cure such breach within the time frame specified in this
Sublease, or the Master Lease with respect to those provisions incorporated by
reference herein; or (c) Sublessee commits any other act or omission which
constitutes a default under the Master Lease, which has not been cured after
delivery of any written notice and passage of any applicable grace period
provided in the Master Lease.

         17. REMEDIES. In the event of any default by Sublessee, Sublessor shall
have the remedies provided in the Master Lease.

         18. RIGHT TO CURE DEFAULTS. If Sublessee fails to pay any sum of money
due hereunder, or fails to perform any other act on its part to be performed
hereunder, then Sublessor may, but shall not be obligated to, after passage of
any applicable notice and cure periods (except in the case of an emergency, in
which case no cure period is required), make such payment or perform such act.
All such sums paid, and all reasonable costs and expenses of performing any such
act, shall be deemed Additional Rent payable by Sublessee to Sublessor upon
demand.

         19. SURRENDER; HOLDOVER. Prior to expiration of this Sublease,
Sublessee shall remove all of its personal property and shall surrender the
Subleased Premises to Sublessor

                                       4


broom clean, in the same condition as exists on the Commencement Date,
reasonable wear and tear, alterations that may be surrendered hereunder,
casualty, condemnation, and Hazardous Materials (except those for which
Sublessee is responsible under Section 9 of this Sublease or any applicable
provision of the Master Lease), excepted. If the Subleased Premises are not so
surrendered, then Sublessee shall be liable to Sublessor for all reasonable
costs actually incurred by Sublessor as a result of such failure by Sublessee.
In the event that Sublessee does not surrender the Subleased Premises upon the
expiration or earlier termination of this Sublease as to the Subleased Premises
as required above, Sublessee shall pay Sublessor holdover Base Rent in an amount
equal to the holdover rent specified in the Master Lease.

         20. ESTOPPEL CERTIFICATES. Within ten (10) calendar days after receipt
of written demand by either party, the other party shall execute and deliver to
the requesting party an estoppel certificate (a) certifying that this Sublease
is unmodified and in full force and effect or, if modified, the nature of such
modification; (b) acknowledging, to the best of the responding party's
knowledge, that there are no uncured defaults on the part of the requesting
party; and (c) certifying such other information as is reasonably required by
the requesting party.

         21. SUBORDINATION. This Sublease is subject and subordinate to all
present and future ground leases, underlying leases, mortgages, deeds of trust
or other encumbrances, and all renewals, modifications and replacements thereof
affecting any portion of the Subleased Premises.

         22. RIGHT OF ENTRY. Sublessor shall have the same right of entry into
the Subleased Premises as the Master Lessor under the Master Lease.

         23. LATE CHARGE. If Sublessee fails to pay to Sublessor any amount due
hereunder within five (5) days of when due, Sublessee shall pay Sublessor upon
demand a late charge equal to the amount of any late charge which is specified
under the Master Lease. In addition, Sublessee shall pay to Sublessor interest
on all amounts due, at the rate interest specified in the Master Lease from the
due date to and including the date of the payment.

         24. NOTICES. Any notice given under this Sublease shall be in writing
and shall be hand delivered or mailed (by certified mail, return receipt
requested, postage prepaid, or by overnight delivery), addressed as follows: (a)
if to Sublessee: 522 Almanor Avenue, Sunnyvale, CA 94085, Attn.: Chief Financial
Officer, with a copy to Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill
Road Palo Alto, CA 94304, Attn: Steven V. Bernard and (b) if to Sublessor: 4895
Peoria St. Denver, CO 80239, Attn.: Chief Financial Officer, with a copy to
Cooley Godward LLP, 380 Interlocken Crescent, Suite 900, Broomfield, CO 80021,
Attn: James Linfield. Any notice shall be deemed to have been given when hand
delivered or, if mailed, three (3) business days after mailing.

         25. EFFECT OF CONVEYANCE. As used in this Sublease, the term
"SUBLESSOR" means the holder of a leasehold interest in the Premises pursuant to
the Master Lease. In the event of any assignment or transfer of the Premises by
Sublessor, then Sublessor, upon the transferee's assumption, in writing, of
Sublessor's obligations under this Sublease and the Master Lease, shall be and
hereby is entirely relieved of all covenants and obligations of Sublessor as to
the Subleased Premises accruing after the date of such transfer, and it shall be
deemed and construed

                                       5


that any transferee has assumed and shall carry out all covenants and
obligations thereafter to be performed by Sublessor hereunder.

         26. PARKING. Sublessee shall have the right to use throughout the Term
all of the parking spaces, if any, available to Sublessor in the parking lot for
the Premises.

         27. SIGNAGE. Subject to the consent of Master Lessor, if required under
the Master Lease, Sublessee shall have the right to use, install and maintain,
at Sublessee's expense, all signage that Sublessor is permitted to display
pursuant to the terms of the Master Lease.

         28. ADDITIONAL PROVISIONS. The following additional provisions shall
apply: (a) if the Master Lease terminates for any reason, this Sublease shall
terminate concurrently therewith as to the Subleased Premises; (b) Sublessee
shall also have the non-exclusive right to use the common areas outside the
Premises that Sublessor has the right to use under the Master Lease; (c)
Sublessor, with respect to the obligations of Master Lessor under the Master
Lease, shall request Master Lessor in writing to perform such obligations as and
when requested to do so by Sublessee, and to use Sublessor's reasonable efforts
to obtain Master Lessor's performance; (d) Sublessee shall comply with all
restrictions set forth in the Master Lease and all rules and regulations
promulgated from time to time by Master Lessor; (e) except as expressly set
forth in this Sublease, Sublessee shall obtain the prior written consent of
Sublessor and Master Lessor with respect to any act which, if performed by
Sublessor, would require Master Lessor's approval under the Master Lease, and
the consent of Sublessor may be withheld if Master Lessor's consent is not
obtained; and (f) this Sublease shall be at all times subject and subordinate to
the Master Lease.

         29. SUBLESSOR'S REPRESENTATIONS AND WARRANTIES. Sublessor represents
and warrants that (i) the Master Lease is in full force and effect, and there
exists under the Master Lease no default or event of default by either
Sublessor, or to the best of Sublessor's actual knowledge, Master Lessor, nor
has there occurred any event which, with the giving of notice or the passage of
time or both, could constitute such a default or event of default; and (ii) a
true, correct and complete copy of the Master Lease is attached hereto as
EXHIBIT A.

         30. CONSENT OF MASTER LESSOR AND SUBLESSOR. If Sublessee desires to
take any action which requires the consent or approval of Sublessor pursuant to
the terms of this Sublease, prior to taking such action, including, without
limitation, making any alterations, then, notwithstanding anything to the
contrary herein, (a) Sublessor shall have the same rights of approval or
disapproval as Master Lessor has under the Master Lease, and (b) Sublessee shall
not take any such action until it obtains the consent of Sublessor and Master
Lessor, as may be required under this Sublease or the Master Lease. This
Sublease shall not be effective unless and until any required written consent of
the Master Lessor shall have been obtained.

         31. AMENDMENT. This Sublease may not be amended except by the written
agreement of all parties hereto.

         32. BROKERS. Each party hereto hereby represents and warrants that it
has dealt with no broker in connection with this Sublease and the transactions
contemplated herein. Each party shall indemnify, protect, defend and hold
harmless the other from all costs and expenses

                                       6


(including reasonable attorneys' fees) arising from or relating to a breach of
the foregoing representation and warranty.

         33. GUARANTY. Sirenza Microdevices, Inc. shall guaranty the performance
and payment obligations of Sublessee under this Sublease. Upon the mutual
execution of this Sublease, Sirenza Microdevices, Inc. shall execute a guaranty
of sublease in the form of EXHIBIT C attached hereto and made a part hereof (the
"GUARANTY").

         34. MISCELLANEOUS. This Sublease shall in all respects be governed by
and construed in accordance with the laws of the jurisdiction in which the
Subleased Premises are located. If any term of this Sublease is held to be
invalid or unenforceable by any court of competent jurisdiction, then the
remainder of this Sublease shall remain in full force and effect to the fullest
extent possible under the law, and shall not be affected or impaired. Time is of
the essence with respect to the performance of every provision of this Sublease
in which time of performance is a factor. Any executed copy of this Sublease
shall be deemed an original for all purposes. This Sublease shall, subject to
the provisions regarding assignment and subletting, apply to and bind the
respective heirs, successors, executors, administrators and assigns of Sublessor
and Sublessee. The language in all parts of this Sublease shall in all cases be
construed as a whole according to its fair meaning, and not strictly for or
against either Sublessor or Sublessee. The captions used in this Sublease are
for convenience only and shall not be considered in the construction or
interpretation of any provision hereof. When a party is required to do something
by this Sublease, it shall do so at its sole cost and expense without right of
reimbursement from the other party unless specific provision is made therefor.
If either party brings any action or legal proceeding with respect to this
Sublease, the prevailing party shall be entitled to recover reasonable
attorneys' and experts' fees and court costs. This Sublease may be executed in
counterparts.

                                       7


         IN WITNESS WHEREOF, the parties have executed this Sublease as of the
day first above written.

SUBLESSOR:                                    SUBLESSEE:


Vari-L Company, Inc.,                         Olin Acquisition Corporation,
a Colorado corporation                        a Delaware corporation


By: /s/ CHARLES R. BLAND                      By: /s/ THOMAS J. SCANNELL
    ------------------------                      ----------------------

Name: Charles R. Bland                        Name: Thomas J. Scannell
      ----------------------                        --------------------

Its: Chief Executive Officer                  Its:  President
     -----------------------                        --------------------


                                       8


                                    EXHIBIT A

                                  MASTER LEASE




                                    EXHIBIT B

                               CONSENT TO SUBLEASE

         Master Lessor hereby acknowledges receipt of a copy of that certain
sublease between Vari-L Corporation, as sublessor ("SUBLESSOR") and Olin
Acquisition Corporation as sublessee ("SUBLESSEE"), dated March 31, 2003 (the
"SUBLEASE") concerning those premises located at 4895 Peoria Street, Denver,
Colorado (the "SUBLEASED PREMISES"), and Master Lessor hereby consents to all of
the terms and conditions thereof. All capitalized terms used herein that are not
specifically defined herein shall have the meaning ascribed to them in the
Sublease. Master Lessor further agrees that, notwithstanding anything to the
contrary in the Master Lease:

         1. NOTICE. Master Lessor shall deliver to Sublessee, at the same time
and in the same manner as delivered to Sublessor, a copy of any notice required
to be delivered to Sublessor under the Master Lease.

         2. RIGHT TO CURE. In the event that Sublessor defaults in the
performance or observance of any of Sublessor's obligations under the Master
Lease, Master Lessor agrees that Sublessee shall have the right, but not the
obligation, on behalf of Sublessor to cure any default, of which Sublessee has
notice, within the time available to Sublessor to cure any such default under
the Master Lease, and Master Lessor shall accept such cure from Sublessee. In
addition, Sublessee shall have the right to pay directly to Master Lessor all
rent and other sums owing by Sublessee to Sublessor under the Sublease which are
also owed by Sublessor to Master Lessor under the Master Lease if (i) Sublessee
reasonably believes that Sublessor has failed to make any payment required to be
made by Sublessor to Master Lessor under the Master Lease and Sublessor fails to
provide adequate proof of payment within two (2) business days after Sublessee's
written demand requesting such proof, or (ii) Sublessee reasonably believes that
Sublessor will fail to make any payment required to be made by Sublessor to
Master Lessor under the Master Lease and Sublessor fails to provide assurance of
future performance in form reasonably satisfactory to Sublessee within two (2)
business days after Sublessee's written demand requesting such assurance. Any
sums paid directly by Sublessee to Master Lessor in accordance with this
paragraph shall be credited toward the amounts payable by Sublessee to Sublessor
under the Sublease. In the event Sublessee tenders payment directly to Master
Lessor in accordance with this paragraph and Master Lessor refuses to accept
such payment, Sublessee shall have the right to deposit such funds in an account
with a national bank for the benefit of Master Lessor and Sublessor, and the
deposit of such funds in such an account shall discharge Sublessee's obligation
under this Sublease to make the payment in question.

         3. NON-DISTURBANCE. If the Master Lease terminates prior to expiration
of the term of the Sublease for any reason other than as a result of Master
Lessor's right to terminate the Master Lease for casualty or condemnation as
provided in the Master Lease, then Master Lessor covenants and agrees that this
Sublease shall continue in full force and effect, at Sublessee's option, as a
direct lease between Master Lessor and Sublessee upon all of the terms,
covenants and conditions of the Sublease, and Master Lessor shall recognize
Sublessee's right to possession of the Subleased Premises as provided in the
Sublease and shall not disturb Sublessee's right to possession so long as
Sublessee is not in default under the Sublease beyond the period provided for
the cure of any such default.

                                       2


         4. ASSIGNMENT AND SUBLETTING. Sublessee may, without Master Lessor's
prior written consent and without payment of any amount to Master Lessor, sublet
the Subleased Premises or assign the Sublease to (i) an entity, controlling,
controlled by, or under common control with Sublessee, (ii) a successor entity
related to Sublessee by merger, consolidation, non-bankruptcy reorganization, or
government action, or (iii) a purchaser of substantially all of Sublessee's
assets located at the Subleased Premises. Neither the sale or transfer of
Sublessee's capital stock shall be deemed an assignment, subletting, or other
transfer of the Sublease or the Subleased Premises.

         5. WAIVER OF SUBROGATION. Notwithstanding anything to the contrary
contained in the Sublease or the Master Lease, Master Lessor and Sublessee each
release the other and their respective agents, employees, successors, assignees
and subtenants from all liability for injury to any person or damage to any
property that is caused by or results from a risk which is actually insured
against, which is required to be insured against under the Master Lease or the
Sublease, or which would normally be covered by "all risk" property insurance,
without regard to the negligence or willful misconduct of the person or entity
so released.

         6. HAZARDOUS MATERIALS. To Master Lessor's best knowledge, (i) no
Hazardous Materials, as defined in the Sublease, are present in the Premises or
at the property where the Premises is situated (the "PROJECT"), (ii) no
underground storage tanks are present at the Premises or at the property where
the Premises is situated, and (iii) no action, proceeding or claim is pending or
threatened regarding the Premises or at the property where the Premises is
situated concerning any Hazardous Materials or pursuant to any environmental
law. Under no circumstance shall Sublessee be liable for, and Master Lessor
shall indemnify, defend and hold harmless Sublessee, its shareholders,
directors, agents, representatives, successors, subtenants and assigns from and
against, all losses, costs, claims, liabilities, and damages (including
reasonable attorneys' fees) directly or indirectly arising in connection with
any Hazardous Materials present at any time on or about the Project or the
violation of any environmental laws, except to the extent that any of the
foregoing actually results from the release of Hazardous Materials by Sublessee
or its agents in violation of environmental laws and regulations.

         7. LIEN; SECURITY INTEREST. Master Lessor shall have no security
interest or lien on any item of Sublessee's trade fixtures, furniture, equipment
and other personal property ("SUBLESSEE'S PROPERTY"). Within ten (10) days after
Sublessee's request, Master Lessor shall execute documents reasonably acceptable
to both parties to evidence Master Lessor's waiver of any right, title, lien, or
interest in Sublessee's Property. Master Lessor waives any right of distraint,
distress for rent or "landlord's lien" that may arise at law.

         8. PARKING. Master Lessor acknowledges that Sublessee is entitled to
all of the parking spaces in the parking lot serving the Subleased Premises.

         9. Intentionally omitted.

         10. Intentionally omitted.

                                       3


         11. CONSENTS. Whenever the consent or approval of Master Lessor is
required with respect to the Sublease or the Subleased Premises, such consent or
approval shall not be unreasonably withheld or delayed.


                                       4


         This consent shall be binding upon any successors, assigns or other
transferees of Master Lessor's or Sublessor's interests under the Master Lease
or of Sublessee's pr Sublessor's interests under the Sublease.

         IN WITNESS WHEREOF, the undersigned have executed this Consent to
Sublease as of the 31st day of March, 2003.

MASTER LESSOR:                             SUBLESSOR:


FIVE-K INVESTMENTS,                        VARI-L CORPORATION,
a Colorado general partnership             a Colorado corporation


By: /s/ HAROLD KUNZ                        By: /s/ CHARLES R. BLAND
    ----------------                           ------------------------


Name: Harold Kunz                          Name: Charles R. Bland
      --------------                             ----------------------


Its: General Partner                       Its: Chief Executive Officer
     ---------------                            -----------------------


SUBLESSEE:


OLIN ACQUISITION CORPORATION,
a Delaware corporation


By: /s/ THOMAS J. SCANNELL
    ----------------------


Name: Thomas J. Scannell
      --------------------


Its: President
     ---------------------


                                       5


                                    EXHIBIT C

                                    GUARANTY

         IN CONSIDERATION OF, and as an inducement to, Vari-L Company, Inc., a
Colorado corporation ("Sublessor"), to enter into that certain Sublease dated of
even date herewith (the "Sublease") with Olin Acquisition Corp., a Delaware
corporation ("Sublessee"), with respect to the Subleased Premises described more
particularly in the Sublease (the "Premises"), the undersigned Guarantor has
executed and delivered this Guaranty as of this 31st day of March, 2003.
Guarantor acknowledges that the current Sublessee under the Sublease is a
wholly-owned subsidiary of Guarantor, that Sublessor would not enter into the
Sublease without this Guaranty, that without this Guaranty Sublessor could elect
not to enter into the Sublease, and that entering into the Sublease is in the
best interests of Sublessee and will benefit Sublessee and therefore that
Guarantor will benefit from Sublessor's entering into the Sublease with
Sublessee.

         1. Guarantor hereby guarantees to Sublessor, its successors and assigns
the full and prompt payment of the Rent (as defined in the Sublease) and all
other sums and charges payable by Sublessee, its successors and assigns, under
the Sublease, and further hereby guarantees the full and timely performance and
observance of all the covenants, terms, conditions and agreements therein
provided to be performed or observed by Sublessee, its successors and assigns.
Guarantor hereby covenants and agrees to and with Sublessor, its successors and
assigns, that if default (beyond applicable notice and cure periods) shall at
any time be made by Sublessee, its successors and assigns, in the payment of any
such Rent and any and all such other sums and charges, or in the performance and
observance of any of the covenants, terms, conditions or agreements contained in
the Sublease, Guarantor shall, within five (5) business days after written
notice to Guarantor, forthwith pay such Rent and other sums and charges, and any
arrears thereof, to Sublessor, its successors and assigns, and shall forthwith
faithfully perform and fulfill all of such terms, covenants, conditions and
agreements, or, with respect to non-monetary defaults only, if the cure of such
defaults cannot reasonably be accomplished within such five (5) business day
period, Guarantor shall (within such period) commence the cure and shall
diligently pursue such cure to completion. Guarantor shall also forthwith pay to
Sublessor all reasonable attorneys' fees and disbursements payable by Sublessee
under the Sublease or incurred by Sublessor in the enforcement of this Guaranty.
Sublessor shall accept Guarantor's payment of such Rent and other sums and
charges due under the Sublease and this Guaranty and Guarantor's performance of
Sublessee's obligations under the Sublease as a cure of Sublessee's failure to
make such payment or perform such obligation in the manner required under the
Sublease.

         2. This Guaranty is an absolute and unconditional guaranty of payment
and of performance. The obligations of Guarantor are independent of the
obligations of Sublessee. This Guaranty shall be enforceable against Guarantor
without the necessity of any suit or proceedings on Sublessor's part of any kind
or nature whatsoever against Sublessee, its successors and assigns, and without
the necessity of any notice of nonpayment, nonperformance or nonobservance,
except as specifically provided above or, with respect to the Sublease, as
provided in the Sublease, or any notice of acceptance of this Guaranty, or any
other notice or demand to which Guarantor might otherwise be entitled, all of
which Guarantor hereby expressly waives. Guarantor hereby expressly agrees that
the validity of this Guaranty and the obligations

                                       6


of Guarantor hereunder shall in nowise be terminated, affected, diminished or
impaired by reason of the assertion or the failure to assert by Sublessor
against Sublessee, or against Sublessee's successors and assigns, of any of the
rights or remedies reserved to Sublessor pursuant to the provisions of the
Sublease or by relief of Sublessee from any of Sublessee's obligations under the
Sublease or otherwise by (a) the release or discharge of Sublessee in any
creditors' proceedings, receivership, bankruptcy or other proceedings, (b) the
impairment, limitation or modification of the liability of Sublessee or the
estate of Sublessee in bankruptcy, or of any remedy for the enforcement of
Sublessee's liability under the Sublease, resulting from the operation of any
present or future provision of the United States Bankruptcy Code, or (c) the
rejection or disaffirmance of the Sublease in any such proceedings.

         3. This Guaranty shall be a continuing guaranty and the liability of
Guarantor shall in no way be affected, modified or diminished by reason of any
assignment, amendment, renewal, supplement, modification or extension of the
Sublease or by reason of any modification or waiver of or change in any of the
terms, covenants, conditions or provisions of the Sublease, or by reason of any
extension of time that may be granted by Sublessor to Sublessee, its successors
or assigns or a changed or different use of the Premises consented to in writing
by Sublessor, or by reason of any dealings or transactions or matters or things
occurring between Sublessor and Sublessee, its successors or assigns, whether or
not notice thereof is given to Guarantor.

         4. Sublessor's consent to any assignment or assignments, and successive
assignments by Sublessee and Sublessee's assigns of the Sublease, made either
with or without notice to Guarantor, shall in no manner whatsoever release
Guarantor from any liability as Guarantor.

         5. The assignment by Sublessor of the Sublease and/or the avails and
proceeds thereof made either with or without notice to Guarantor shall in no
manner whatsoever release Guarantor from any liability as Guarantor. Sublessor
may without notice to Guarantor assign this Guaranty.

         6. All of Sublessor's rights and remedies under the Sublease or under
this Guaranty are intended to be distinct, separate and cumulative, and no such
right and remedy therein or herein mentioned is intended to be in exclusion of
or a waiver of any of the others. The obligation of Guarantor hereunder shall
not be released by Sublessor's receipt, application or release of security given
for the performance and observance of covenants and conditions required to be
performed and observed by Sublessee under the Sublease, nor shall Guarantor be
released by the maintenance of or execution upon any lien which Sublessor may
have or assert against Sublessee and/or Sublessee's assets.

         7. Until all the covenants and conditions in the Sublease on
Sublessee's part to be performed and observed are fully performed and observed,
Guarantor (a) shall have no right of subrogation against Sublessee by reason of
any payments or acts of performance by Guarantor in compliance with the
obligations of Guarantor hereunder and (b) waives any right to enforce any
remedy which Guarantor now or hereafter shall have against Sublessee by reason
of any one or more payment or acts of performance in compliance with the
obligations of Guarantor hereunder.

                                       7


         8. Guarantor hereby agrees that this Guaranty shall be governed by the
laws of the State of Colorado.

         9. All notices and demands which Sublessor is required to give or may
elect to give to Guarantor, shall be in writing and shall comply with the
procedures set forth in the Sublease and addressed as set forth below.


                                       8


         IN WITNESS WHEREOF, the undersigned Guarantor has executed this
Guaranty as of the date set forth below.

                                   GUARANTOR:

                                   SIRENZA MICRODEVICES, INC.,
                                   a Delaware corporation

                                   By: /s/ THOMAS J. SCANNELL
                                       ----------------------

                                   Name: Thomas J. Scannell
                                         --------------------

                                   Its: VP Finance & CFO
                                        ---------------------

                                   Date: 3/26/03
                                         --------------------


Address for notices and service of process:

SIRENZA MICRODEVICES, INC.
522 Almanor Avenue Sunnyvale, CA 94085
Attn: Chief Financial Officer
Telephone: (408) 616-5400
Telecopier: (408) 739-0970

With a copy to:

Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road Palo Alto, CA 94304
Attention: Steven V. Bernard
Telephone No.: 650-493-9300
Facsimile No.: 650-493-6811


                                       9


                               CONSENT TO SUBLEASE

            Life Investors Insurance Company of America ("LIICA") hereby
acknowledges receipt of a copy of (a) that certain Sublease (the "Sublease")
between Vari-L Company, Inc. ("Vari-L") and Olin Acquisition Corporation
("Olin") dated March 31, 2003, and (b) that certain Consent to Sublease (the
"Five-K Consent") between Vari-L as sublessor, Olin as sublessee and Five-K
Investments Company ("Five-K") as master lessor, dated April 11, 2003, both
concerning those premises located at 4895 Peoria Street, Denver, Colorado. LIICA
hereby consents to (i) all of the terms and conditions of the Sublease, (ii) all
of the terms and conditions of the Five-K Consent and (iii) the execution by
Five-K of the Five-K Consent, notwithstanding the provisions of that certain
Absolute Assignment of Leases and Rents agreement dated December 15, 1997, and
that certain Subordination, Non-Disturbance and Attornment Agreement dated
December 16, 1997, both between Five-K and LIICA, to the contrary.

            IN WITNESS WHEREOF, the undersigned has executed this Consent to
Sublease as of the 11th day of April, 2003.

LIFE INVESTORS INSURANCE COMPANY OF AMERICA

By:  AEGON USA Realty Advisors, Inc.

Its: /s/ DAVID C. FETTMAN
     --------------------

By: David C. Fettman
    ---------------------

Its: Vice President
     --------------------

EX-10.5

                                                                    EXHIBIT 10.5


                                    SUBLEASE


         This Sublease (this "SUBLEASE") is entered into between Vari-L Company,
Inc., a Colorado corporation ("SUBLESSOR") and Olin Acquisition Corporation, a
Delaware corporation ("SUBLESSEE") as of March 31, 2003.

         1. SUBLEASED PREMISES. Sublessor hereby subleases to Sublessee, upon
the terms and conditions set forth herein, certain premises (the "SUBLEASED
PREMISES") consisting of the entire premises leased by Sublessor pursuant to
that certain lease dated July 12, 2000 (the "MASTER LEASE"), between First
Industrial, L.P., as landlord (the "MASTER LESSOR") and Sublessor, as tenant,
with respect to premises located at 4955 Peoria Street, Unit D, Denver,
Colorado. A true, correct and complete copy of the Master Lease is attached
hereto as EXHIBIT A. In connection with its use of the Subleased Premises,
Sublessee shall also have the non-exclusive right to use the areas described in
the Master Lease as common or shared areas.

         2. TERM. The term of this Sublease shall commence on the "CLOSING" as
defined in Section 1.1 of that certain Asset Purchase Agreement, dated December
2, 2002, by and among Sirenza Microdevices, Inc., Olin Acquisition Corporation
and Vari-L Company, Inc. (the "APA"), provided Sublessor has theretofore
obtained the consent of Master Lessor (the "COMMENCEMENT DATE"). The term,
subject to the earlier termination of the Master Lease or the sooner termination
of this Sublease pursuant to its terms, shall continue until June 30, 2003 (the
"TERMINATION DATE"). Sublessor will obtain the written consent of Master Lessor
to this Sublease in the form attached hereto as EXHIBIT B or other form
acceptable to Master Lessor, and reasonably acceptable to Sublessor and
Sublessee. Sublessee shall cooperate with Sublessor in obtaining the written
consent to the Sublease by Master Lessor.

         3. SUBLEASE RENT AND DEPOSIT.

            (a) BASE RENT. Sublessee shall pay Sublessor as rent for the
Subleased Premises ("BASE RENT") for each month during the period from the
Commencement Date to and including the Termination Date, the base rent payable
under the Master Lease. The first installment of Base Rent shall be due and
payable on the Commencement Date and on the first (1st) day of each month
thereafter. Base Rent shall be paid without any deduction or offset and without
prior notice or demand, at the address indicated by Sublessor from time to time.
The Base Rent for any period which is for less than one (1) month of the Term
shall be prorated.

            (b) ADDITIONAL RENT. In addition to Base Rent, Sublessee shall also
pay to Sublessor the entirety of Tenant's Share of Common Area Operating
Expenses (as that term is defined in the Master Lease), and all other costs
payable by Sublessor under the Master Lease, except for any costs for services,
repairs or maintenance which are not made at the request or for the benefit of
Sublessee ("ADDITIONAL RENT"). In addition, at all times during the term of this
Sublease, Sublessor shall maintain direct contracts, in Sublessor's own name,
with the relevant utility provider, for the provision of any utilities to the
Premises, including, without limitation, for utilities such as electricity,
water and heating. Sublessor shall invoice Sublessee for the costs of the
utilities provided under such contracts, and Sublessee shall pay such amounts as
Additional Rent pursuant to the terms of this Section 3.(b). Additional Rent
shall be payable to Sublessor as and when payments are due from Sublessor
pursuant to the Master Lease, but at least five (5) business days prior to the
date Sublessor must pay such amounts to Master Lessor. Sublessee

                                      1



shall further pay to Sublessor as Additional Rent any costs and
expenses applicable to the Sublease Premises which are paid directly by
Sublessor, including, but not limited to, utilities, personal property taxes and
real property taxes; provided, however, that Sublessee shall have no obligation
with respect to any of such costs which are incurred solely for the benefit of
Sublessor. Base Rent and Additional Rent hereinafter collectively shall be
referred to as "RENT." Sublessee shall be entitled to, and benefit from, any
rental abatement granted Sublessor under the Master Lease for whatever reason to
the extent that such abatement relates to the Subleased Premises and the term of
this Sublease.

         4. USE; COMPLIANCE WITH LAWS; RULES. Sublessee may use the Subleased
Premises only for the uses set forth in the Master Lease. Sublessee shall
promptly observe and comply with all laws with respect to Sublessee's use of the
Subleased Premises; provided, however, that Sublessee shall not be required to
comply with any laws requiring the construction of alterations in the Subleased
Premises, unless due to Sublessee's particular use of the Subleased Premises as
distinct from the uses of the Subleased Premises prior to the Commencement Date
or required due to any alterations, additions or improvements made or proposed
by Sublessee. Sublessee shall not do or permit anything to be done in, about or
with respect to the Subleased Premises which would (a) injure the Subleased
Premises, (b) vibrate, shake, overload, or impair the efficient operation of the
Premises or the building systems located therein or (c) otherwise violate the
Master Lease.

         5. INSURANCE. In the event Master Lessor requires Sublessee to do so,
Sublessee shall obtain and keep in full force and effect during the term of this
Sublease, at Sublessee's sole cost, the insurance that Sublessor is required to
maintain as "tenant" under the Master Lease, and such policies shall name each
Sublessor and Master Lessor as an "additional insured." Upon request, Sublessee
shall promptly deliver certificates evidencing such insurance to Sublessor
and/or Master Lessor.

         6. TAXES. Sublessee shall pay before delinquency all taxes imposed
against Sublessee's personal property in the Subleased Premises allocable to the
term of this Sublease.

         7. SUBROGATION. The waiver of subrogation provisions set forth in the
Master Lease shall be deemed a three-party agreement binding among and inuring
to the benefit of Sublessee, Sublessor and Master Landlord, by reason of its
consent to this Sublease.

         8. INDEMNITY. Each party shall defend, indemnify, protect and hold
harmless the other from and against any and all liability, loss, claim, damage
and cost (including attorneys' fees) to the extent due to the negligence or
willful misconduct of the indemnifying party or its agents, employees or
contractors or the indemnifying party's violation of the terms of this Sublease.
This indemnification shall survive the termination of this Sublease.

         9. HAZARDOUS MATERIALS. Sublessee shall not, without the prior written
consent of Sublessor and Master Lessor, use, store, transport or dispose of any
Hazardous Material in or about the Subleased Premises, except for Hazardous
Materials of a type and in amounts used by Sublessor in the Premises prior to
the Commencement Date. In the event Sublessee is using Hazardous Materials at
the Subleased Premises, Sublessee, at its sole cost, shall comply with all laws
relating to its use of Hazardous Materials and any provisions of the Master
Lease pertaining

                                       2



to Hazardous Materials. If Hazardous Materials stored, used, disposed of, or
released on or about the Subleased Premises by Sublessee or its agents or
employees result in contamination of the Subleased Premises or the water or soil
thereunder, then Sublessee shall promptly take any and all action necessary to
clean up such contamination as required by law and any other action specified
under the Master Lease. Except as otherwise set forth in the APA, Sublessee
shall indemnify, defend, protect and hold Sublessor and Master Lessor and each
of their officers, directors, employees, successors and assigns harmless from
and against, all losses, damages, claims, costs and liabilities, including
attorneys' fees and costs, arising out of Sublessee's use, discharge, disposal,
storage, transport, release or emission of Hazardous Materials on or about the
Premises during the term of this Sublease. Unless otherwise defined in the
Master Lease, "HAZARDOUS MATERIALS" shall mean any material or substance that is
now or hereafter designated by any applicable governmental authority to be, or
regulated by any applicable governmental authority as, radioactive, toxic,
hazardous or otherwise a danger to health, reproduction or the environment.

         10. REPAIRS. Sublessor shall deliver the Subleased Premises to
Sublessee in its current, "as is" condition. Sublessee agrees that (i) Sublessor
has made no representation or warranty of any kind or nature respecting the
Sublease Premises, their condition or suitability for Sublessee's use, except as
set forth in the APA, and (ii) Sublessee agrees to accept the Subleased Premises
in "as is" condition, without any obligation on the part of Sublessor to modify,
improve or otherwise prepare the Sublease Premises for Sublessee's occupancy.
Sublessor shall continue to perform the repairs and maintenance obligations
required of the Tenant under the Master Lease, and except where caused by the
negligence or willful misconduct of Sublessor, any costs of such repairs and
maintenance shall be paid by Sublessee to Sublessor as Additional Rent.

         11. ALTERATIONS. No alterations or improvements shall be made to the
Subleased Premises without the prior written consent of Sublessor and Master
Lessor in accordance with the provisions of the Master Lease.

         12. Intentionally omitted.

         13. LIEN; SECURITY INTEREST. Sublessor shall have no security interest
or lien on any item of Sublessee's trade fixtures, furniture, equipment and
other personal property ("SUBLESSEE'S PROPERTY"). Within ten (10) days after
Sublessee's request, Sublessor shall execute documents reasonably acceptable to
both parties to evidence Sublessor's waiver of any right, title, lien, or
interest in Sublessee's Property. Sublessor waives any right of distraint,
distress for rent or "landlord's lien" that may arise at law.

         14. CASUALTY; CONDEMNATION. If all or any part of the Subleased
Premises is taken by the exercise of the power of eminent domain or a voluntary
transfer in lieu thereof (a "CONDEMNATION") or damaged due to any peril
("CASUALTY"), this Sublease shall terminate to the extent the Master Lease
terminates with respect to the part of the Subleased Premises so taken or
damaged. In addition, to the extent that the Master Lease gives Sublessor any
right to terminate the Master Lease in the event of a casualty or condemnation
affecting the Premises, Sublessor shall be entitled to exercise or not exercise
such right in its sole and absolute discretion, and in such event, Sublessor
shall concurrently notify Sublessee of such election. If this Sublease is not
terminated following a Condemnation or Casualty, Sublessor shall make or use
reasonable

                                       3



efforts to cause Master Lessor to make all repairs and alterations that are
reasonably necessary to restore that portion of the Subleased Premises so taken
or damaged, and Rent shall be reduced to the extent Sublessor's rent under the
Master Lease is abated with respect to such Condemnation of the Subleased
Premises or Casualty affecting the Subleased Premises. All Condemnation proceeds
shall be shared with Sublessee to the extent applicable to the Subleased
Premises and Sublessee's share of the Shared Areas.

         15. ASSIGNMENT AND SUBLETTING. Sublessee may not assign this Sublease,
sublet the Subleased Premises or permit any use of the Subleased Premises by
another party (collectively, "TRANSFER"), without the prior written consent of
Sublessor, which consent may not be unreasonably withheld, and the prior written
consent of Master Lessor in accordance with terms of the Master Lease.
Sublessor's consent to one Transfer shall not constitute consent to a subsequent
transfer. Notwithstanding the foregoing, so long as Sirenza Microdevices, Inc.
continues to guaranty Sublessee's performance of its obligations under this
Sublease in accordance with the Guaranty (defined below), Sublessee may, without
Sublessor's prior written consent (but only after obtaining Master Lessor's
consent to the extent required under the Master Lease) and without constituting
an assignment or sublease hereunder, sublet the entirety of the Subleased
Premises or assign the Sublease to (a) an entity controlling, controlled by or
under common control with Sublessee, (b) a successor entity related to Sublessee
by merger, consolidation, or nonbankruptcy reorganization, or (c) a purchaser of
substantially all of Sublessee's assets located in the Subleased Premises.
Subject to the conditions contained in the immediately preceding sentence, a
sale or transfer of Sublessee's capital stock shall not be deemed an assignment,
subletting or any other transfer of the Sublease or the Subleased Premises.

         16. DEFAULT. Sublessee shall be in default of its obligations under
this Sublease if any of the following events occur: (a) Sublessee fails to pay
any Rent within five (5) days of when due; (b) Sublessee fails to perform any
term, covenant or condition of this Sublease (except those requiring payment of
Rent) and fails to cure such breach within the time frame specified in this
Sublease, or the Master Lease with respect to those provisions incorporated by
reference herein; or (c) Sublessee commits any other act or omission which
constitutes a default under the Master Lease, which has not been cured after
delivery of any written notice and passage of any applicable grace period
provided in the Master Lease.

         17. REMEDIES. In the event of any default by Sublessee, Sublessor shall
have the remedies provided in the Master Lease.

         18. RIGHT TO CURE DEFAULTS. If Sublessee fails to pay any sum of money
due hereunder, or fails to perform any other act on its part to be performed
hereunder, then Sublessor may, but shall not be obligated to, after passage of
any applicable notice and cure periods (except in the case of an emergency, in
which case no cure period is required), make such payment or perform such act.
All such sums paid, and all reasonable costs and expenses of performing any such
act, shall be deemed Additional Rent payable by Sublessee to Sublessor upon
demand.

         19. SURRENDER; HOLDOVER. Prior to expiration of this Sublease,
Sublessee shall remove all of its personal property and shall surrender the
Subleased Premises to Sublessor broom clean, in the same condition as exists on
the Commencement Date, reasonable wear and

                                       4



tear, alterations that may be surrendered hereunder, casualty, condemnation, and
Hazardous Materials (except those for which Sublessee is responsible under
Section 9 of this Sublease or any applicable provision of the Master Lease),
excepted. If the Subleased Premises are not so surrendered, then Sublessee shall
be liable to Sublessor for all reasonable costs actually incurred by Sublessor
as a result of such failure by Sublessee. In the event that Sublessee does not
surrender the Subleased Premises upon the expiration or earlier termination of
this Sublease as to the Subleased Premises as required above, Sublessee shall
pay Sublessor holdover Base Rent in an amount equal to the holdover rent
specified in the Master Lease.

         20. ESTOPPEL CERTIFICATES. Within ten (10) calendar days after receipt
of written demand by either party, the other party shall execute and deliver to
the requesting party an estoppel certificate (a) certifying that this Sublease
is unmodified and in full force and effect or, if modified, the nature of such
modification; (b) acknowledging, to the best of the responding party's
knowledge, that there are no uncured defaults on the part of the requesting
party; and (c) certifying such other information as is reasonably required by
the requesting party.

         21. SUBORDINATION. This Sublease is subject and subordinate to all
present and future ground leases, underlying leases, mortgages, deeds of trust
or other encumbrances, and all renewals, modifications and replacements thereof
affecting any portion of the Subleased Premises.

         22. RIGHT OF ENTRY. Sublessor shall have the same right of entry into
the Subleased Premises as the Master Lessor under the Master Lease.

         23. LATE CHARGE. If Sublessee fails to pay to Sublessor any amount due
hereunder within five (5) days of when due, Sublessee shall pay Sublessor upon
demand a late charge equal to the amount of any late charge which is specified
under the Master Lease. In addition, Sublessee shall pay to Sublessor interest
on all amounts due, at the rate interest specified in the Master Lease from the
due date to and including the date of the payment.

         24. NOTICES. Any notice given under this Sublease shall be in writing
and shall be hand delivered or mailed (by certified mail, return receipt
requested, postage prepaid, or by overnight delivery), addressed as follows: (a)
if to Sublessee: 522 Almanor Avenue, Sunnyvale, CA 94085, Attn.: Chief Financial
Officer, with a copy to Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill
Road Palo Alto, CA 94304, Attn: Steven V. Bernard and (b) if to Sublessor: 4895
Peoria St. Denver, CO 80239, Attn.: Chief Financial Officer, with a copy to
Cooley Godward LLP, 380 Interlocken Crescent, Suite 900, Broomfield, CO 80021,
Attn: James Linfield. Any notice shall be deemed to have been given when hand
delivered or, if mailed, three (3) business days after mailing.

         25. EFFECT OF CONVEYANCE. As used in this Sublease, the term
"SUBLESSOR" means the holder of a leasehold interest in the Premises pursuant to
the Master Lease. In the event of any assignment or transfer of the Premises by
Sublessor, then Sublessor, upon the transferee's assumption, in writing, of
Sublessor's obligations under this Sublease and the Master Lease, shall be and
hereby is entirely relieved of all covenants and obligations of Sublessor as to
the Subleased Premises accruing after the date of such transfer, and it shall be
deemed and construed

                                       5



that any transferee has assumed and shall carry out all covenants and
obligations thereafter to be performed by Sublessor hereunder.

         26. PARKING. Sublessee shall have the right to use throughout the Term
all of the parking spaces, if any, available to Sublessor in the parking lot for
the Premises.

         27. SIGNAGE. Subject to the consent of Master Lessor, if required under
the Master Lease, Sublessee shall have the right to use, install and maintain,
at Sublessee's expense, all signage that Sublessor is permitted to display
pursuant to the terms of the Master Lease.

         28. ADDITIONAL PROVISIONS. The following additional provisions shall
apply: (a) if the Master Lease terminates for any reason, this Sublease shall
terminate concurrently therewith as to the Subleased Premises; (b) Sublessee
shall also have the non-exclusive right to use the common areas outside the
Premises that Sublessor has the right to use under the Master Lease; (c)
Sublessor, with respect to the obligations of Master Lessor under the Master
Lease, shall request Master Lessor in writing to perform such obligations as and
when requested to do so by Sublessee, and to use Sublessor's reasonable efforts
to obtain Master Lessor's performance; (d) Sublessee shall comply with all
restrictions set forth in the Master Lease and all rules and regulations
promulgated from time to time by Master Lessor; (e) except as expressly set
forth in this Sublease, Sublessee shall obtain the prior written consent of
Sublessor and Master Lessor with respect to any act which, if performed by
Sublessor, would require Master Lessor's approval under the Master Lease, and
the consent of Sublessor may be withheld if Master Lessor's consent is not
obtained; and (f) this Sublease shall be at all times subject and subordinate to
the Master Lease.

         29. SUBLESSOR'S REPRESENTATIONS AND WARRANTIES. Sublessor represents
and warrants that (i) the Master Lease is in full force and effect, and there
exists under the Master Lease no default or event of default by either
Sublessor, or to the best of Sublessor's actual knowledge, Master Lessor, nor
has there occurred any event which, with the giving of notice or the passage of
time or both, could constitute such a default or event of default; and (ii) a
true, correct and complete copy of the Master Lease is attached hereto as
EXHIBIT A.

         30. CONSENT OF MASTER LESSOR AND SUBLESSOR. If Sublessee desires to
take any action which requires the consent or approval of Sublessor pursuant to
the terms of this Sublease, prior to taking such action, including, without
limitation, making any alterations, then, notwithstanding anything to the
contrary herein, (a) Sublessor shall have the same rights of approval or
disapproval as Master Lessor has under the Master Lease, and (b) Sublessee shall
not take any such action until it obtains the consent of Sublessor and Master
Lessor, as may be required under this Sublease or the Master Lease. This
Sublease shall not be effective unless and until any required written consent of
the Master Lessor shall have been obtained.

         31. AMENDMENT. This Sublease may not be amended except by the written
agreement of all parties hereto.

         32. BROKERS. Each party hereto hereby represents and warrants that it
has dealt with no broker in connection with this Sublease and the transactions
contemplated herein. Each party shall indemnify, protect, defend and hold
harmless the other from all costs and expenses

                                       6



(including reasonable attorneys' fees) arising from or relating to a breach of
the foregoing representation and warranty.

         33. GUARANTY. Sirenza Microdevices, Inc. shall guaranty the performance
and payment obligations of Sublessee under this Sublease. Upon the mutual
execution of this Sublease, Sirenza Microdevices, Inc. shall execute a guaranty
of sublease in the form of EXHIBIT C attached hereto and made a part hereof (the
"GUARANTY").

         34. MISCELLANEOUS. This Sublease shall in all respects be governed by
and construed in accordance with the laws of the jurisdiction in which the
Subleased Premises are located. If any term of this Sublease is held to be
invalid or unenforceable by any court of competent jurisdiction, then the
remainder of this Sublease shall remain in full force and effect to the fullest
extent possible under the law, and shall not be affected or impaired. Time is of
the essence with respect to the performance of every provision of this Sublease
in which time of performance is a factor. Any executed copy of this Sublease
shall be deemed an original for all purposes. This Sublease shall, subject to
the provisions regarding assignment and subletting, apply to and bind the
respective heirs, successors, executors, administrators and assigns of Sublessor
and Sublessee. The language in all parts of this Sublease shall in all cases be
construed as a whole according to its fair meaning, and not strictly for or
against either Sublessor or Sublessee. The captions used in this Sublease are
for convenience only and shall not be considered in the construction or
interpretation of any provision hereof. When a party is required to do something
by this Sublease, it shall do so at its sole cost and expense without right of
reimbursement from the other party unless specific provision is made therefor.
If either party brings any action or legal proceeding with respect to this
Sublease, the prevailing party shall be entitled to recover reasonable
attorneys' and experts' fees and court costs. This Sublease may be executed in
counterparts.

                                       7



         IN WITNESS WHEREOF, the parties have executed this Sublease as of the
day first above written.

SUBLESSOR:                                 SUBLESSEE:


Vari-L Company, Inc.,                      Olin Acquisition Corporation,
a Colorado corporation                     a Delaware corporation


By: /s/ CHARLES R. BLAND                   By: /s/ THOMAS J. SCANNELL
    ------------------------                   ----------------------


Name: Charles R. Bland                     Name: Thomas J. Scannell
      ----------------------                     --------------------


Its: Chief Executive Officer               Its: President
     -----------------------                    ---------------------

                                       8



                                    EXHIBIT A

                                  MASTER LEASE



                                    EXHIBIT B

                               CONSENT TO SUBLEASE

         Master Lessor hereby acknowledges receipt of a copy of that certain
sublease between Vari-L Corporation, as sublessor ("SUBLESSOR") and Olin
Acquisition Corporation as sublessee ("SUBLESSEE"), dated March 31, 2003 (the
"SUBLEASE") concerning those premises located at 4955 Peoria Street, Unit D,
Denver, Colorado (the "SUBLEASED PREMISES"), and Master Lessor hereby consents
to all of the terms and conditions thereof. All capitalized terms used herein
that are not specifically defined herein shall have the meaning ascribed to them
in the Sublease. Master Lessor further agrees that, notwithstanding anything to
the contrary in the Master Lease:

         1. NOTICE. Master Lessor shall deliver to Sublessee, at the same time
and in the same manner as delivered to Sublessor, a copy of any notice required
to be delivered to Sublessor under the Master Lease.

         2. RIGHT TO CURE. In the event that Sublessor defaults in the
performance or observance of any of Sublessor's obligations under the Master
Lease, Master Lessor agrees that Sublessee shall have the right, but not the
obligation, on behalf of Sublessor to cure any default, of which Sublessee has
notice, within the time available to Sublessor to cure any such default under
the Master Lease, and Master Lessor shall accept such cure from Sublessee. In
addition, Sublessee shall have the right to pay directly to Master Lessor all
rent and other sums owing by Sublessee to Sublessor under the Sublease which are
also owed by Sublessor to Master Lessor under the Master Lease if (i) Sublessee
reasonably believes that Sublessor has failed to make any payment required to be
made by Sublessor to Master Lessor under the Master Lease and Sublessor fails to
provide adequate proof of payment within two (2) business days after Sublessee's
written demand requesting such proof, or (ii) Sublessee reasonably believes that
Sublessor will fail to make any payment required to be made by Sublessor to
Master Lessor under the Master Lease and Sublessor fails to provide assurance of
future performance in form reasonably satisfactory to Sublessee within two (2)
business days after Sublessee's written demand requesting such assurance. Any
sums paid directly by Sublessee to Master Lessor in accordance with this
paragraph shall be credited toward the amounts payable by Sublessee to Sublessor
under the Sublease. In the event Sublessee tenders payment directly to Master
Lessor in accordance with this paragraph and Master Lessor refuses to accept
such payment, Sublessee shall have the right to deposit such funds in an account
with a national bank for the benefit of Master Lessor and Sublessor, and the
deposit of such funds in such an account shall discharge Sublessee's obligation
under this Sublease to make the payment in question.

         3. NON-DISTURBANCE. If the Master Lease terminates prior to expiration
of the term of the Sublease for any reason other than as a result of Master
Lessor's right to terminate the Master Lease for casualty or condemnation as
provided in the Master Lease, then Master Lessor covenants and agrees that this
Sublease shall continue in full force and effect, at Sublessee's option, as a
direct lease between Master Lessor and Sublessee upon all of the terms,
covenants and conditions of the Sublease, and Master Lessor shall recognize
Sublessee's right to possession of the Subleased Premises as provided in the
Sublease and shall not disturb Sublessee's right to possession so long as
Sublessee is not in default under the Sublease beyond the period provided for
the cure of any such default.

                                       2



         4. ASSIGNMENT AND SUBLETTING. Sublessee may, without Master Lessor's
prior written consent and without payment of any amount to Master Lessor, sublet
the Subleased Premises or assign the Sublease to (i) an entity, controlling,
controlled by, or under common control with Sublessee, (ii) a successor entity
related to Sublessee by merger, consolidation, non-bankruptcy reorganization, or
government action, or (iii) a purchaser of substantially all of Sublessee's
assets located at the Subleased Premises. Neither the sale or transfer of
Sublessee's capital stock shall be deemed an assignment, subletting, or other
transfer of the Sublease or the Subleased Premises.

         5. WAIVER OF SUBROGATION. Notwithstanding anything to the contrary
contained in the Sublease or the Master Lease, Master Lessor and Sublessee each
release the other and their respective agents, employees, successors, assignees
and subtenants from all liability for injury to any person or damage to any
property that is caused by or results from a risk which is actually insured
against, which is required to be insured against under the Master Lease or the
Sublease, or which would normally be covered by "all risk" property insurance,
without regard to the negligence or willful misconduct of the person or entity
so released.

         6. HAZARDOUS MATERIALS. To Master Lessor's best knowledge, (i) no
Hazardous Materials, as defined in the Sublease, are present in the Premises or
at the property where the Premises is situated (the "PROJECT"), (ii) no
underground storage tanks are present at the Premises or at the property where
the Premises is situated, and (iii) no action, proceeding or claim is pending or
threatened regarding the Premises or at the property where the Premises is
situated concerning any Hazardous Materials or pursuant to any environmental
law. Under no circumstance shall Sublessee be liable for, and Master Lessor
shall indemnify, defend and hold harmless Sublessee, its shareholders,
directors, agents, representatives, successors, subtenants and assigns from and
against, all losses, costs, claims, liabilities, and damages (including
reasonable attorneys' fees) directly or indirectly arising in connection with
any Hazardous Materials present at any time on or about the Project or the
violation of any environmental laws, except to the extent that any of the
foregoing actually results from the release of Hazardous Materials by Sublessee
or its agents in violation of environmental laws and regulations.

         7. LIEN; SECURITY INTEREST. Master Lessor shall have no security
interest or lien on any item of Sublessee's trade fixtures, furniture, equipment
and other personal property ("SUBLESSEE'S PROPERTY"). Within ten (10) days after
Sublessee's request, Master Lessor shall execute documents reasonably acceptable
to both parties to evidence Master Lessor's waiver of any right, title, lien, or
interest in Sublessee's Property. Master Lessor waives any right of distraint,
distress for rent or "landlord's lien" that may arise at law.

         8. PARKING. Master Lessor acknowledges that Sublessee is entitled to
Sublessor's pro-rata share, as "Tenant" under the Master Lease, of the
unreserved vehicle parking spaces at the Building Complex.

         9. Intentionally omitted.

         10. Intentionally omitted.

                                       3



         11. CONSENTS. Whenever the consent or approval of Master Lessor is
required with respect to the Sublease or the Subleased Premises, such consent or
approval shall not be unreasonably withheld or delayed.

                                       4



         This consent shall be binding upon any successors, assigns or other
transferees of Master Lessor's or Sublessor's interests under the Master Lease
or of Sublessee's pr Sublessor's interests under the Sublease.

         IN WITNESS WHEREOF, the undersigned have executed this Consent to
Sublease as of the 5th day of May, 2003.

MASTER LESSOR:                        SUBLESSOR:


FIRST INDUSTRIAL, L.P.,               VARI-L CORPORATION,
a Delaware limited partnership        a Colorado corporation


By: /s/ GRAHAM RILEY                  By: /s/ CHARLES R. BLAND
    ----------------                      ------------------------


Name: Graham Riley                    Name: Charles R. Bland
      --------------                        ----------------------


Its: S.R.M.                           Its: Chief Executive Officer
     ---------------                       -----------------------


SUBLESSEE:


OLIN ACQUISITION CORPORATION,
a Delaware corporation


By: /s/ THOMAS J. SCANNELL
    ----------------------


Name: Thomas J. Scannell
      --------------------


Its: President
     ---------------------

                                       5



                                    EXHIBIT C

                                    GUARANTY

         IN CONSIDERATION OF, and as an inducement to, Vari-L Company, Inc., a
Colorado corporation ("Sublessor"), to enter into that certain Sublease dated of
even date herewith (the "Sublease") with Olin Acquisition Corp., a Delaware
corporation ("Sublessee"), with respect to the Subleased Premises described more
particularly in the Sublease (the "Premises"), the undersigned Guarantor has
executed and delivered this Guaranty as of this 31st day of March, 2003.
Guarantor acknowledges that the current Sublessee under the Sublease is a
wholly-owned subsidiary of Guarantor, that Sublessor would not enter into the
Sublease without this Guaranty, that without this Guaranty Sublessor could elect
not to enter into the Sublease, and that entering into the Sublease is in the
best interests of Sublessee and will benefit Sublessee and therefore that
Guarantor will benefit from Sublessor's entering into the Sublease with
Sublessee.

         1. Guarantor hereby guarantees to Sublessor, its successors and assigns
the full and prompt payment of the Rent (as defined in the Sublease) and all
other sums and charges payable by Sublessee, its successors and assigns, under
the Sublease, and further hereby guarantees the full and timely performance and
observance of all the covenants, terms, conditions and agreements therein
provided to be performed or observed by Sublessee, its successors and assigns.
Guarantor hereby covenants and agrees to and with Sublessor, its successors and
assigns, that if default (beyond applicable notice and cure periods) shall at
any time be made by Sublessee, its successors and assigns, in the payment of any
such Rent and any and all such other sums and charges, or in the performance and
observance of any of the covenants, terms, conditions or agreements contained in
the Sublease, Guarantor shall, within five (5) business days after written
notice to Guarantor, forthwith pay such Rent and other sums and charges, and any
arrears thereof, to Sublessor, its successors and assigns, and shall forthwith
faithfully perform and fulfill all of such terms, covenants, conditions and
agreements, or, with respect to non-monetary defaults only, if the cure of such
defaults cannot reasonably be accomplished within such five (5) business day
period, Guarantor shall (within such period) commence the cure and shall
diligently pursue such cure to completion. Guarantor shall also forthwith pay to
Sublessor all reasonable attorneys' fees and disbursements payable by Sublessee
under the Sublease or incurred by Sublessor in the enforcement of this Guaranty.
Sublessor shall accept Guarantor's payment of such Rent and other sums and
charges due under the Sublease and this Guaranty and Guarantor's performance of
Sublessee's obligations under the Sublease as a cure of Sublessee's failure to
make such payment or perform such obligation in the manner required under the
Sublease.

         2. This Guaranty is an absolute and unconditional guaranty of payment
and of performance. The obligations of Guarantor are independent of the
obligations of Sublessee. This Guaranty shall be enforceable against Guarantor
without the necessity of any suit or proceedings on Sublessor's part of any kind
or nature whatsoever against Sublessee, its successors and assigns, and without
the necessity of any notice of nonpayment, nonperformance or nonobservance,
except as specifically provided above or, with respect to the Sublease, as
provided in the Sublease, or any notice of acceptance of this Guaranty, or any
other notice or demand to which Guarantor might otherwise be entitled, all of
which Guarantor hereby expressly waives. Guarantor hereby expressly agrees that
the validity of this Guaranty and the obligations

                                       6



of Guarantor hereunder shall in nowise be terminated, affected, diminished or
impaired by reason of the assertion or the failure to assert by Sublessor
against Sublessee, or against Sublessee's successors and assigns, of any of the
rights or remedies reserved to Sublessor pursuant to the provisions of the
Sublease or by relief of Sublessee from any of Sublessee's obligations under the
Sublease or otherwise by (a) the release or discharge of Sublessee in any
creditors' proceedings, receivership, bankruptcy or other proceedings, (b) the
impairment, limitation or modification of the liability of Sublessee or the
estate of Sublessee in bankruptcy, or of any remedy for the enforcement of
Sublessee's liability under the Sublease, resulting from the operation of any
present or future provision of the United States Bankruptcy Code, or (c) the
rejection or disaffirmance of the Sublease in any such proceedings.

         3. This Guaranty shall be a continuing guaranty and the liability of
Guarantor shall in no way be affected, modified or diminished by reason of any
assignment, amendment, renewal, supplement, modification or extension of the
Sublease or by reason of any modification or waiver of or change in any of the
terms, covenants, conditions or provisions of the Sublease, or by reason of any
extension of time that may be granted by Sublessor to Sublessee, its successors
or assigns or a changed or different use of the Premises consented to in writing
by Sublessor, or by reason of any dealings or transactions or matters or things
occurring between Sublessor and Sublessee, its successors or assigns, whether or
not notice thereof is given to Guarantor.

         4. Sublessor's consent to any assignment or assignments, and successive
assignments by Sublessee and Sublessee's assigns of the Sublease, made either
with or without notice to Guarantor, shall in no manner whatsoever release
Guarantor from any liability as Guarantor.

         5. The assignment by Sublessor of the Sublease and/or the avails and
proceeds thereof made either with or without notice to Guarantor shall in no
manner whatsoever release Guarantor from any liability as Guarantor. Sublessor
may without notice to Guarantor assign this Guaranty.

         6. All of Sublessor's rights and remedies under the Sublease or under
this Guaranty are intended to be distinct, separate and cumulative, and no such
right and remedy therein or herein mentioned is intended to be in exclusion of
or a waiver of any of the others. The obligation of Guarantor hereunder shall
not be released by Sublessor's receipt, application or release of security given
for the performance and observance of covenants and conditions required to be
performed and observed by Sublessee under the Sublease, nor shall Guarantor be
released by the maintenance of or execution upon any lien which Sublessor may
have or assert against Sublessee and/or Sublessee's assets.

         7. Until all the covenants and conditions in the Sublease on
Sublessee's part to be performed and observed are fully performed and observed,
Guarantor (a) shall have no right of subrogation against Sublessee by reason of
any payments or acts of performance by Guarantor in compliance with the
obligations of Guarantor hereunder and (b) waives any right to enforce any
remedy which Guarantor now or hereafter shall have against Sublessee by reason
of any one or more payment or acts of performance in compliance with the
obligations of Guarantor hereunder.

                                       7



         8. Guarantor hereby agrees that this Guaranty shall be governed by the
laws of the State of Colorado.

         9. All notices and demands which Sublessor is required to give or may
elect to give to Guarantor, shall be in writing and shall comply with the
procedures set forth in the Sublease and addressed as set forth below.

                                       8



           IN WITNESS WHEREOF, the undersigned Guarantor has executed this
Guaranty as of the date set forth below.

                                    GUARANTOR:

                                    SIRENZA MICRODEVICES, INC.,
                                    a Delaware corporation

                                    By:  /s/ THOMAS J. SCANNELL
                                         ----------------------

                                    Name: Thomas J. Scannell
                                          --------------------

                                    Its: V.P. Finance & CFO
                                         ---------------------

                                    Date: 3/26/03
                                          ---------------------


Address for notices and service of process:

SIRENZA MICRODEVICES, INC.
522 Almanor Avenue Sunnyvale, CA 94085
Attn: Chief Financial Officer
Telephone: (408) 616-5400
Telecopier: (408) 739-0970

With a copy to:

Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road Palo Alto, CA 94304
Attention: Steven V. Bernard
Telephone No.: 650-493-9300
Facsimile No.: 650-493-6811

                                       9

EX-99.1

                                                                    EXHIBIT 99.1

                            Certification Pursuant to
                             18 U.S.C. Section 1350
      As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

         In connection with the Quarterly Report on Form 10-Q (the "Form 10-Q")
of VL Dissolution Corporation, a Colorado corporation (the "Company"), for the
quarter ended March 31, 2003, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), the undersigned officer of the
Company certifies pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that, to his knowledge:

         (1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

Dated: May 5, 2003

/s/ CHARLES R. BLAND
- -----------------------------------
Charles R. Bland
Chief Executive Officer

This certification accompanies the Report pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended and is not to be
incorporated by reference into any filing of the Company under the Securities
Act of 1933, as amended or the Securities Exchange Act of 1934, as amended
(whether made before or after the date of the Report), irrespective of any
general incorporation language contained in such filing.

EX-99.2

                                                                    EXHIBIT 99.2

                            Certification Pursuant to
                             18 U.S.C. Section 1350
      As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

         In connection with the Quarterly Report on Form 10-Q (the "Form 10-Q")
of VL Dissolution Corporation, a Colorado corporation (the "Company"), for the
quarter ended March 31, 2003, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), the undersigned officer of the
Company certifies pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that, to his knowledge:

         (1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

Dated: May 5, 2003

/s/ RICHARD P. DUTKIEWICZ
- -----------------------------------
Richard P. Dutkiewicz
Chief Financial Officer

This certification accompanies the Report pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended and is not to be
incorporated by reference into any filing of the Company under the Securities
Act of 1933, as amended or the Securities Exchange Act of 1934, as amended
(whether made before or after the date of the Report), irrespective of any
general incorporation language contained in such filing.