Exhibit
10.2
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT (this
“Agreement”) is made as of this 21
st
day of December, 2005
by and between LTX CORPORATION, a Massachusetts corporation
(“LTX”) and CFRI/DOHERTY UNIVERSITY AVENUE, L.L.C., a
Delaware limited liability company (“CFRI”).
W I T N E S S E T H
Reference is made to that certain
Third Amendment to Lease and Restatement of Lease dated
April 29, 1982, as amended by a Fourth Amendment to Lease
dated as of September 1, 1999 (as amended, the “Westwood
Lease”) by and between CFRI/Doherty 50 Rosemont Road, LLC
(“Westwood Landlord”), successor in interest to Francis
J. Perry, Jr. and William J. Walker, as Trustees of Rosemont Trust
(the “Trust”), as landlord, and LTX, as tenant, for
premises located at 50 Rosemont Road, Westwood, Massachusetts. The
Westwood Lease amended and restated in its entirety a lease
originally executed November 26, 1980 by and between Westwood
Landlord’s predecessors and LTX (the “1980
Lease”). Notice of the 1980 Lease was recorded with the
Norfolk County Registry of Deeds in Book 5856, Page 228. Notice of
the Westwood Lease was provided by a Second Amendment to Notice of
Lease recorded with the Registry in Book 5996, Page 564.
Reference is also made to that
certain Net Lease dated as of the date hereof (the “Norwood
Lease”) by and between CFRI, as Landlord, and LTX, as Tenant,
for premises located at 825 University Avenue, Norwood,
Massachusetts.
WHEREAS, CFRI and Westwood Landlord
are affiliates; and
WHEREAS, LTX has agreed to assign to
CFRI its interest under the Westwood Lease conditioned upon the
occurrence of Term Commencement Date of the Norwood Lease, as more
particularly described in that certain Assignment of Lease by and
among LTX, CFRI and Westwood Landlord dated as of the date hereof
(the “Assignment”); and
WHEREAS, CFRI has agreed to
compensate LTX for certain rental payments due under the Norwood
Lease during the time period, if any, between the
“Contribution Start Date” (hereafter defined) and the
“Contribution Stop Date” (hereafter defined), on the
terms and conditions contained herein.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as
follows:
1. If the Term Commencement Date
under the Norwood Lease has not occurred by the Contribution Start
Date, commencing on the Contribution Start Date and ending on the
Contribution Stop Date, CFRI shall pay to LTX, on the first day of
each month, and pro-rated for any partial month, the amount which
is the difference between (x) the “Fixed Rent” and
“Addi
