SUMMARY OF BASIC LEASE TERMS

Exhibit 10.24

SUMMARY OF BASIC LEASE TERMS

1.                              Tenant:  SpectraLink Corporation

(a)                          Tenant’s entity and jurisdiction: a Delaware corporation

(b)                         Tenant’s federal taxpayer identification number:  84-1141188

2.                              Building:

(a)                          Address:  6175 Longbow Drive, Boulder, Colorado 80301

(b)                         Type:  Multi-Tenant Warehouse

(c)                          Approx. total rentable area:  52,624 square feet

3.                              Premises:

(a)                          The entire first floor and a portion of the second floor

(b)                         Approx. Rentable Area:  36,125 square feet ±

4.                              Lease Term:

(a)                          Initial Term:  6 Years, 3 Months (i.e., 75 months total)

(b)                         Commencement Date:  January 1, 2006, or the first day of the month following such date as the Premises are ready for occupancy

(c)                          Expiration Date:  the last day of the 75 th  month following the Commencement Date

5.                              Base Rent:

(a)                          Rent Commencement Date:  the first day of the 19 th  month following the Commencement Date

(b)                         Monthly Rent:  $13,546.88/month first 12 months ($4.50/sf NNN), with annual increases by the greater of 3% or CPI Escalator, but no greater than 5%, pursuant to the following estimated schedule (based on 3% increase assumption):

**              Tenant shall pay to Landlord three months’ Base Rent (based upon the 3% estimated rate for Months 19-21) in the amount of $41,904.99, within three business days after execution of this Lease.  Such amount shall be applied by Landlord to Monthly Rent due in Months 19, 20 and 21.

6.                              Additional Rent:

(a)                          Tenant’s Pro Rata Share for Additional Rent:       68.65% (36,125sf/52,624sf)

(b)                         Estimated Additional Rent:       $8,278.65/month ($2.75/sf)

7.                              Security Deposit Amount:  $13,546.88

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8.                              Place for Payments: Longbarrel Property Limited Partnership

3946 Promontory Court

Boulder, CO 80304

9.                              Place for Notices:

Landlord:

Tenant:

SpectraLink Corporation
5755 Central Avenue
Boulder, CO 80301
Attn:  VP & General Counsel

10.                                  Permitted Use(s) by Tenant:  Manufacturing, warehouse and accessory offices.

11.                                  Broker(s):               Landlord’s Broker:  Paul Kresge, The Colorado Group

                                                                                Tenant’s Broker:  Paul Whiteside/Russ Lee, NewOption Partners, LLC

12.                                  Utilities:         To be contracted for and paid directly by Tenant so long as Tenant is the only tenant in the Building.  In the

                                                                        event the Building becomes multi-tenant, Landlord shall take over any utilities that are not separately metered,

                                                                        and the costs therefor shall be included in Common Facilities Charges.

13.                                  Janitorial:       To be contracted for and paid directly by Tenant with respect to the Premises.  Any common area janitorial to

                                                                        be provided by Landlord and the costs therefor included in Common Facilities Charges.

14.                                  Tenant Finish:  To be completed in accordance with the Work Letter attached hereto as Exhibit D

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LEASE

This Lease is made this          day of September, 2005, between LONGBARREL PROPERTY LIMITED PARTNERSHIP, a Colorado limited partnership (“Landlord”), whose address is 3946 Promontory Court, Boulder, Colorado 80304, and SPECTRALINK CORPORATION, a Delaware corporation (“Tenant”), whose current address is 5755 Central Avenue, Boulder, Colorado 80301.

ARTICLE 1
GENERAL

1.1   Consideration .  Landlord enters into this Lease in consideration of the payment by Tenant of the Rents herein reserved and the keeping, observance and performance by Tenant of the covenants and agreements of Tenant herein contained.

1.2   Exhibits and Addenda to Lease .  The Attachments and Exhibits listed below shall be attached to this Lease and be deemed incorporated in this Lease by this reference.  In the event of any inconsistency or conflict between such Attachments and Exhibits and the terms and provisions of this Lease, the terms and provisions of the Attachments and Exhibits shall control.  The Attachments and Exhibits to this Lease are:

ARTICLE 2
DEFINITIONS; DEMISE OF PREMISES

2.1   Demise .  Subject to the provisions, covenants and agreements herein contained, Landlord hereby leases and demises to Tenant, and Tenant hereby leases from Landlord, the Premises as hereinafter defined, for the Lease Term as hereinafter defined, subject to existing covenants, conditions, restrictions, easements and encumbrances affecting the same.

2.2   Premises .  The “Premises” shall mean the space to be occupied by Tenant as depicted on Exhibit B attached hereto.  The Premises are within the Building that is located on the Land, as the terms “Building” and “Land” are hereinafter defined.

2.3   Square Footage and Address .  The Premises contains approximately the rentable floor area set forth in the Summary of Basic Lease Terms.  The address of the Premises is the address set forth in the Summary of Basic Lease Terms.

2.4   Land .  “Land” shall mean the parcel of real property more particularly described in Exhibit A attached hereto, as the same may be replatted, resubdivided or adjusted from time to time by Landlord in its sole discretion.

2.5   Building .  “Building” shall mean the building or buildings constructed on the Land, as the same may be expanded, remodeled, reconstructed or otherwise modified from time to time by Landlord in its sole

discretion, currently containing approximately the number of square feet of interior floor area set forth on the Summary of Basic Lease Terms.  If there is more than one building constructed on the Land, the term “Building” shall mean collectively all buildings constructed upon the Land.

2.6   Improvements .  “Improvements” shall mean the Building, the Parking Area as hereinafter defined, and all other fixtures and improvements on the land, including landscaping thereon.

2.7   Property .  “Property” shall mean the Land, the Building and the Improvements and any fixtures and personal property used in operation and maintenance of the Land, Building and Improvements other than fixtures and personal property of Tenant and other users of space in the Building.

2.8   Common Facilities .  “Common Facilities” shall mean all of the Property except (a) the Premises, and (b) the other premises in the Building leased or held for lease to other tenants that are not intended to be used in common by Tenant and other tenants, if any.  Common Facilities shall include, without limitation, the Parking Area and any walks, driveways, and, if applicable, lobby areas, halls, stairs, elevators, utility rooms and janitorial closets designed for common use of Tenant and other users of space in the Building.

2.9   Parking Area .  “Parking Area” shall mean that portion of the Land that is or is to be paved and otherwise improved or designated unimproved land for the parking of motor vehicles.

2.10 Use of Common Facilities and Parking Area .  Tenant is hereby granted the non-exclusive right and license to use, in common with others entitled to such use, the Common Facilities, as they from time to time exist, subject to the rights of Landlord reserved herein.  Tenant shall not interfere, at any time, with the rights of Landlord and others entitled to use any part of the Common Facilities, and shall not store, either permanently or temporarily, any materials, supplies or equipment on the Common Facilities. Landlord shall have the right, at any time, to change, reduce or otherwise alter the Common Facilities, in its sole discretion and without compensation to Tenant; provided, however, Landlord shall provide reasonable parking in the Parking Areas in accordance with this Section 2.10, loading areas and access to the Premises to Tenant.  Tenant shall not have the right to sublease or grant any rights to third parties to use the Parking Area.  Landlord shall not be responsible for any injuries to any person nor any damage to any automobile, vehicle or other property that occurs in or about the Parking Area, unless such injuries or damage are caused by or are due to the gross negligence or willful misconduct of Landlord or Landlord’s agents.

2.11 Covenant of Quiet Enjoyment .  Landlord covenants and agrees that, provided Tenant is not in default and keeps, observes and performs the covenants and agreements of Tenant contained in this Lease, Tenant shall have quiet and peaceable possession of the Premises and such possession shall not be disturbed or interfered with by Landlord or by any person claiming by, through or under Landlord.

2.12 Condition of Premises .  Tenant covenants and agrees that, upon taking possession of the Premises, Tenant shall be deemed to have accepted the Premises “as is” and Tenant shall be deemed to have waived any warranty of condition or habitability, suitability for occupancy, use or habitation, fitness for a particular purpose or merchantability, express or implied, relating to the Premises.

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ARTICLE 3
TERM OF LEASE

3.1   Lease Term .  “Lease Term” and “Term” shall mean the period of time specified in the Summary of Basic Lease Terms commencing at midnight on the Commencement Date as specified in the Summary of Basic Lease Terms and expiring at midnight on the Expiration Date, as specified in the Summary of Basic Lease Terms.

3.2   Early Occupancy or Entry .  In the event Landlord permits Tenant or its agents or contractors to occupy or enter the Premises for any reason prior to the Commencement Date, Tenant shall be subject to all terms and provisions hereof.

ARTICLE 4
RENT AND OTHER AMOUNTS PAYABLE

4.1   Base Rent .  Tenant covenants and agrees to pay to Landlord, without offset, deduction or abatement, Base Rent for the full Lease Term in the amounts specified as Base Rent in the Summary of Basic Lease Terms (“Base Rent”).

T he amount of Base Rent shall be increased annually by the greater of (a) three percent (3%) or (b) the “CPI Escalator” (defined below), but no greater than five percent (5%), on each anniversary of the Commencement Date during the Term.  As used herein and in the Summary of Basic Lease Terms, the term “CPI Escalator” shall refer to the following formula:

The increase in the United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index for All Urban Consumers (Denver-Boulder, Colorado area, 1982-1984 = 100) (“CPI”) between (i) the most recently published CPI prior to the date which is three months prior to the relevant anniversary date of the Lease (the “Comparison Date”) and (ii) the most recently published CPI prior to the date which is one year prior to the Comparison Date.

Under no circumstances will the Base Rent be reduced.  Landlord shall notify Tenant of the amount of each increase in Base Rent by written notice.  If the Base Rent is increased by the CPI Escalator, such notice shall include the CPI for the Comparison Date and for the date that is one year prior to the Comparison Date.  If the format or components of the CPI are materially changed, Landlord shall substitute an index which is published by the Bureau of Labor Statistics or a similar agency and which is most nearly equivalent to the CPI on the Commencement Date.

In the event Landlord has not given Tenant a written statement setting forth the amount of the increase in Base Rent for a given year by the applicable anniversary of the Commencement Date, Tenant shall continue to pay Base Rent in the same amount applicable during the prior year until such time as Landlord has provided Tenant with such written statement.  Within 10 days after Landlord provides such written statement, Tenant shall pay to Landlord the aggregate amount of additional Base Rent owed from the anniversary date based upon the increase in Base Rent applicable for such year.

4.2   Monthly Rent .  Base Rent shall be payable monthly in advance, without notice, in equal installments, together with installments of Additional Rent, in the amounts specified in the Summary of Basic Lease Terms (“Monthly Rent”).  Three monthly installments in the total amount of $41,904.99 s hall be due and payable on the date hereof and a monthly installment shall be due and payable on or before the

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first day of the 22 nd  calendar month succeeding the Commencement Date as provided in the Summary of Basic Lease Terms during the Term, except that the rental payment for any fractional calendar month at the commencement or end of the Lease Term shall be prorated based on a 30-day month.  All other amounts due and payable by Tenant hereunder shall be payable as of the Commencement Date, unless otherwise provided herein.

4.3   Place of Payments .  Base Rent and all other sums payable by Tenant to Landlord under this Lease shall be paid to Landlord at the place for payments specified in the Summary of Basic Lease Terms, or such other place as Landlord may, from time to time, designate in writing.

4.4   Lease a Net Lease and Rent Absolute .  It is the intent of the parties that the Base Rent provided in this Lease shall be a net payment to Landlord; that, except as otherwise expressly provided herein, the Lease shall continue for the full Lease Term notwithstanding any occurrence preventing or restricting use and occupancy of the Premises, including any damage or destruction affecting the Premises, and any action by governmental authority relating to or affecting the Premises; that the Base Rent shall be absolutely payable without offset, reduction or abatement for any cause except as otherwise specifically provided in this Lease; that Landlord shall not bear any costs or expenses relating to the Premises or provide any services or do any act in connection with the Premises except as otherwise specifically provided in this Lease; and that Tenant shall pay, in addition to Base Rent, Additional Rent to cover costs and expenses relating to the Premises, the Common Facilities and the Property, all as hereinafter provided.

4.5   Additional Rent .  As of the Commencement Date, Tenant covenants and agrees to pay, as Additional Rent, all costs and expenses relating to the Premises including utilities, maintenance and repair thereof; Tenant’s Pro Rata Share of all operating costs and operating expenses relating to the Common facilities, including but not limited to the repair and maintenance thereto described in Section 7.2 hereof; Tenant’s Pro Rata Share of all Taxes and Assessments and costs and expenses of Casualty Insurance; all costs and expenses of Liability Insurance and Other Insurance; and all other costs and expenses that Tenant is obligated to pay under this Lease.

4.6   Tenant’s Pro Rata Share .  “Tenant’s Pro Rata Share” shall mean the percentage set forth in the Summary of Basic Lease Terms as Tenant’s Pro Rata Share, which is the percentage derived by dividing the approximate rentable floor area of the Premises, as set forth in the Summary of Basic Lease Terms, by the approximate rentable floor area within the Building, as set forth in the Summary of Basic Lease Terms.  The percentage set forth in the Summary of Basic Lease Terms shall be conclusive and not subject to adjustment for remeasurement of the area of the Premises or the Building.  Landlord may modify Tenant’s Pro Rata Share from time to time based upon any increase or reduction in the rentable floor area of the Building or of the Premises.

4.7   Monthly Deposits for Taxes, Insurance and Common Facilities Charges .  Tenant will pay to Landlord, monthly in advance, without notice, on or before the first day of each month of the Term, amounts as hereinafter specified, for payment of Tenant’s Pro Rata Share of Taxes and Assessments (defined in Section 5.1), “Casualty Insurance” (defined in Section 6.1), Landlord liability insurance, if applicable (defined in Section 6.2),  “Common Facilities Charges” (defined in Section 7.2), and any other charges payable with respect to the Property hereunder as Additional Rent (collectively “Monthly Deposits”) and, if the Monthly Deposits are insufficient to pay Tenant’s Pro Rata Share of the actual cost of such items, Tenant will pay to Landlord, within 10 days after written demand by Landlord, such amounts as are necessary to provide Landlord with sufficient funds to pay Tenant’s Pro Rata Share of the same.  The Monthly Deposits shall each be equal to Tenant’s Pro Rata Share of 1/12 of the amounts, as reasonably estimated and re-estimated from time to time by Landlord, of the annual Taxes and Assessments, annual

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Casualty Insurance premiums, annual Landlord liability insurance premiums, and annual Common Facilities Charges payable with respect to the Property.  The initial Monthly Deposit shall be subject to adjustment as herein provided.  To the extent the Monthly Deposits exceed Tenant’s Pro Rata Share of the actual cost of such items, the excess amount shall, at Landlord’s option, except as may be otherwise provided by law, either be paid to Tenant or credited against future Monthly Deposits or against Base Rent, Additional Rent or other amounts payable by Tenant under this Lease.   If Tenant so requests in writing within 30 days after the date of Landlord’s annual reconciliation of Monthly Deposits, Landlord shall furnish Tenant with a copy of invoices or receipts for Taxes, Insurance and Common Facilities Charges.  The amounts of such taxes, insurance premiums and expenses payable by Tenant for the years in which the Lease Term commences and expires shall be subject to the provisions hereinafter contained in this Lease for proration of such amounts in such years.  Prior to the dates on which payment is due for such items, Landlord shall make payment of the same, to the extent funds from Monthly Deposits are available therefor. Except for Landlord’s obligation to make payments out of funds available from Monthly Deposits, the making of Monthly Deposits by Tenant shall not limit or alter Tenant’s obligation to pay taxes and assessments and to maintain insurance as elsewhere provided in this Lease.

4.8   Security Deposit .  Upon execution of this Lease by Tenant, Tenant shall deposit with Landlord the amount specified as a security deposit in the Summary of Basic Lease Terms (“Security Deposit”).  Landlord shall (i) retain and apply the Security Deposit to the extent necessary, to pay and cover any loss, cost, damage or expense, including attorneys’ fees, sustained by Landlord by reason of the failure of Tenant to comply with any provision, covenant or agreement of Tenant contained in this Lease.  To the extent not necessary to cover such loss, cost, damage or expense, the Security Deposit, without any interest thereon, shall be returned to Tenant within 60 days after expiration of the Lease Term or as may be otherwise provided by law; provided, however , that Landlord may also deduct any amount from the Security Deposit Landlord estimates may be required to cover any shortfall in Additional Rent deposits made by Tenant in the final year of the Lease until such time as Landlord has completed its annual Additional Rent reconciliation for such year.  The Security Deposit shall not be considered as an advance payment of rent or as a measure of the loss, cost, damage or expense that is or may be sustained by Landlord.  In the event all or any portion of the Security Deposit is applied by Landlord to pay any such loss, cost, damage or expense, Tenant shall, from time to time, promptly upon demand, deposit with Landlord such amounts as may be necessary to replenish the Security Deposit to its original amount.

4.9   General Provisions as to Security Deposit .  Landlord shall not be required to hold the Security Deposit in an escrow or trust deposit account, and Landlord may commingle the Security Deposit with Landlord’s own funds.  Landlord shall not be obligated to pay interest to Tenant on account of the Security Deposit.  In the event of a transfer by Landlord of Landlord’s interest in the Premises, Landlord or the property manager of Landlord may deliver the Security Deposit to the transferee of Landlord’s interest and Landlord and such property manager shall thereupon be discharged from any further liability to Tenant with respect to such Security Deposit.  In the event of a transfer by Tenant of Tenant’s interest in the Premises, Landlord shall be entitled to return the Security Deposit to Tenant’s successor in interest and Landlord shall thereupon be discharged from any further liability with respect to the Security Deposit.

4.10 Rent Regulations .  If the Base Rent or any other amounts to be paid by the Tenant to the Landlord hereunder is or becomes at any time subject to regulation by law, then the rent or other amounts to be so paid shall be the maximum rental or other amounts permitted by said laws, but in no event in excess of the rent or other amounts provided for or determined in accordance with the applicable provisions of this Lease.

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ARTICLE 5
TAXES AND ASSESSMENTS

5.1   Covenant to Pay Taxes and Assessments .  Tenant covenants and agrees to pay, as Additional Rent, Tenant’s Pro Rata Share of Taxes and Assessments, as hereinafter defined, which accrue during or are attributable to the Lease Term.  “Taxes and Assessments” shall mean all taxes, assessments or other impositions, general or special, ordinary or extraordinary, or every kind or nature, which may be levied, assessed or imposed upon or with respect to the Property or any part thereof, or upon any building, improvements or personal property at any time situated thereon.

5.2   Proration at Commencement and Expiration of Term .  Taxes and Assessments shall be prorated between Landlord and Tenant for the year in which the Lease Term commences and for the year in which the Lease Term expires as of, respectively, the Commencement Date and the Expiration Date, except as herein provided.  Additionally, for the year in which the Lease Term expires, Tenant shall be liable without proration for the full amount of Taxes and Assessments relating to any improvements, fixtures, equipment or personal property which Tenant is required to remove or in fact removes as of the expiration of the Lease Term.  Proration of Taxes and Assessments shall be made on the basis of actual Taxes and Assessments.  Tenant’s Pro Rata Share of Taxes and Assessments for the years in which the Lease Term commences and expires shall be paid and deposited with the Landlord through Monthly Deposits as hereinabove provided, but, in the event actual Taxes and Assessments for either year are greater or less than as estimated for purposes of Monthly Deposits, appropriate adjustment and payment shall be made between the parties, at the time the actual Taxes and are known, as may be necessary to accomplish proration, as hereinafter provided, and such obligation shall survive the termination or expiration of this Lease.

5.3   Special Assessments .  If any Taxes or Assessments are payable in installments over a period of years, Tenant shall be responsible only for installments for periods during the Lease Term with proration, as above provided, of any installment payable prior to or after expiration of the Lease Term.

5.4   New or Additional Taxes .  Tenant’s obligation to pay Tenant’s Pro Rata Share of Taxes and Assessments shall include any Taxes and Assessments of a nature not presently in effect but which may hereafter be levied, assessed or imposed upon Landlord or upon the Property if such tax shall be based upon or arise out of the ownership, use or operation of or the rents received from the Property, other than income taxes or estate taxes of Landlord.  For the purposes of computing Tenant’s liability for such new type of tax or assessment, the Property shall be deemed the only Property of Landlord.

5.5   Landlord’s Sole Right to Contest Taxes .  Landlord shall have the sole right to contest any Taxes or Assessments.  Landlord shall pay to or credit Tenant with Tenant’s Pro Rata Share of any abatement, reduction or recovery of any Taxes and Assessments attributable to the Lease Term less Tenant’s Pro Rata Share of all costs and expenses incurred by Landlord, including reasonable attorneys’ fees, in connection with the pursuit of such abatement, reduction or recovery.

ARTICLE 6
INSURANCE

6.1   Casualty Insurance .  Landlord covenants and agrees to obtain and keep in full force and effect during the Lease Term, Casualty Insurance as hereinafter defined.  “Casualty Insurance” shall mean property insurance including “all risk” coverage with respect to the Property, in an amount equal to the full replacement cost thereof, with coinsurance clauses of no less than ninety percent (90%), and with coverage, at Landlord’s option, by endorsement or otherwise, for all risks, vandalism and malicious mischief, sprinkler

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leakage, boilers and rental loss and with a deductible in the amount for each occurrence as Landlord, in its sole discretion, may determine from time to time.  Casualty Insurance obtained by Landlord need not name Tenant as an insured party and may, at Landlord’s option, name any mortgagee or holder of a deed of trust as an insured party as its interest may appear.  Tenant covenants and agrees to pay, as Additional Rent, its Pro Rata Share of the cost of Casualty Insurance obtained by Landlord, and to pay, as Additional Rent, its Pro Rata Share of the cost of any deductible under such Casualty Insurance.  Tenant shall be responsible for obtaining, at Tenant’s option, cost and expense, insurance coverage for personal property and leasehold improvements of Tenant and for business interruption of Tenant.

6.2   Liability Insurance .  Tenant covenants and agrees to obtain and keep in full force and effect during the Lease Term, and to pay the premiums and costs of, Liability Insurance as herein defined.  “Liability Insurance” shall mean commercial general liability insurance covering public liability for claims for bodily injury, personal injury, and property damage with respect to the ownership, use and operation of the Premises and the Common Facilities, with limits of not less than two million dollars ($2,000,000.00) combined single limit of liability, with endorsements for assumed contractual liability with respect to the liabilities assumed by Tenant under this Lease, and with no deductible, retention or self-insurance provision contained therein, unless otherwise approved in writing by Landlord.  Landlord may also obtain and keep in full force and effect during the Lease Term liability insurance covering public liability with respect to the ownership, use and operation of the Property.  Tenant covenants and agrees to pay Tenant’s Pro Rata Share of the premiums and costs of such liability insurance as Additional Rent hereunder.

6.3   Other Insurance .  Tenant covenants and agrees to obtain and keep in full force and effect during the Lease Term, and to pay the premiums and costs of, any other types of insurance relating to the Property or Tenant’s occupancy, use and operation of the Premises that Landlord or any mortgagee or holder of a deed of trust on the Property may hereafter reasonably require.  Tenant shall cause such other insurance to be in effect within 30 days after receipt of written notice from Landlord.

6.4   General Provisions Respecting Insurance .  Except as otherwise approved in writing by Landlord, all insurance obtained by Tenant shall be on forms and with insurers selected or approved by Landlord, which approval shall not be unreasonably withheld; shall name Landlord, Landlord’s manager(s) and agent(s), and the holder of any mortgage or deed of trust encumbering the Property as insured parties, as their interests may appear; shall contain a waiver of rights of subrogation as among Tenant, Landlord and the holder of any such mortgage or deed of trust; shall provide coverage on an occurrence basis; and shall provide, by certificate of insurance or otherwise, that the insurance coverage shall not be canceled or altered except upon 30 days’ prior written notice to Landlord and the holder of any such mortgage or deed of trust.  Certificates of insurance obtained by Tenant shall be delivered to Landlord who may deposit the same with the holder of any such first mortgage or deed of trust.  Upon written request, Tenant agrees to provide Landlord with copies of all policies of insurance obtained by Tenant hereunder.

6.5   Cooperation in the Event of Loss .  Landlord and Tenant shall cooperate with each other in the collection of any insurance proceeds that may be payable in the event of any loss, including the execution and delivery of any proof of loss or other actions required to effect recovery.

ARTICLE 7
UTILITY, OPERATING, MAINTENANCE AND REPAIR EXPENSES

7.1   Utility Charges .  Tenant covenants and agrees, if possible, to contract directly with appropriate utility service providers in Tenant’s own name and to pay directly for, all charges for water, sewage, disposal, storm drainage fees, gas, electricity, light, heat, power, telephone or other utility services used,

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rendered or supplied to or for the Premises.  If any such utility charges are not separately metered or billable to the Premises, then Landlord shall have the right to apportion utility charges based upon Landlord’s estimation of relative use of such utilities, and such apportionment shall be final and binding upon Tenant.  Tenant shall pay to Landlord the apportioned amount of such utilities as Additional Rent.

7.2   Common Facilities Charges .  Tenant covenants and agrees to pay, as Additional Rent, Tenant’s Pro Rata Share of all costs and expenses of operating, repairing, maintaining and upkeep of the Common Facilities (“Common Facilities Charges”) including, without limitation, upkeep and replanting of grass, trees, shrubs and landscaping; removal of dirt, debris, obstructions and litter from Parking Areas, landscaped areas, sidewalks and driveways; repairs, resurfacing, resealing, restriping, sweeping and snow removal from the Parking Areas, sidewalks and driveways; upkeep and maintenance of sprinkler systems; building signs; stairways; roofs; heating, ventilation and air conditioning systems; utilities for the Common Facilities; fire protection systems and sprinkler systems; exterior painting; water and sewage disposal systems; storm drainage systems; supplies, personnel, and the cost of any rental of equipment in implementing such services; charges for professional management of the Property and Common Facilities, including wages, salaries, benefits and payroll taxes paid by Landlord with respect to its employees for providing such services; all alterations, additions, improvements and other changes made to the Improvements in order to conform to changes subsequent to the date of this Lease in any laws, ordinances, rules, regulations or orders of any applicable governmental authority, subject to amortization of such costs at a market rate of interest over the useful life thereof, as determined by Landlord’s accountants; and personal property taxes, licenses and permits.  Landlord may cause any or all of such services to be provided by employees of Landlord or by independent contractor(s) and subcontractor(s).  Tenant shall pay to Landlord, monthly in advance, without notice, on or before the first day of each month of the Term, the estimated monthly charge for the Common Facilities, as determined and redetermined from time to time by Landlord.  The initial monthly charge for Common Facilities is set forth in the Summary of Basic Lease Terms attached hereto. If the total monthly charges paid by Tenant are less than the Tenant’s Pro Rata Share of the actual charges for Common Facilities, Tenant shall pay the difference to Landlord within 10 days after demand by Landlord.  If Tenant’s Pro Rata Share of such actual charges is less than the total monthly charges paid by Tenant, the difference shall, at Landlord’s option, except as may be otherwise required by law, either be paid to Tenant or credited against future monthly charges on the next applicable invoice for Base Rent, Additional Rent or other amounts payable by Tenant under this Lease.

7.3   Tenant’s Maintenance Obligation .  Tenant, at its sole cost and expense, will maintain, repair, replace and keep the Premises and all improvements, fixtures and personal property thereon in good, safe and sanitary condition, order and repair and in accordance with all applicable laws, ordinances, orders, rules and regulations of governmental authorities having jurisdiction.  Tenant will perform or contract for and promptly pay for trash and garbage disposal, janitorial and cleaning services, security services, interior painting, interior window washing, replacement of damaged or broken glass and other breakable materials, replacement of interior light bulbs and light fixtures in or serving the Premises.  All costs of maintenance and repairs to be performed by Tenant shall be considered and paid by Tenant as Additional Rent hereunder in the event Landlord agrees to or must perform or pay for such Tenant obligations.  All maintenance and repairs to be performed by Tenant shall be done promptly, in a good and workmanlike fashion, and without diminishing the original quality of the Premises or the Property.

7.4   Landlord’s Maintenance Obligation .  Landlord shall be responsible for and shall bear the costs and expenses of replacement of, or extraordinary maintenance and repairs to, foundations, exterior walls, structural elements of the Building, and pipes for water and sewer.  Landlord shall maintain and repair the Common Facilities (including, but not limited to, roofs, HVAC systems, mechanical systems, elevator

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systems and landscaping), and Tenant shall pay its Pro Rata Share of all costs and expenses with respect thereto, pursuant to Section 7.2 above.

ARTICLE 8
OTHER COVENANTS OF TENANT

8.1   Limitation on Use by Tenant .  Tenant covenants and agrees to use the Premises only for the use or uses set forth as Permitted Uses by Tenant in the Summary of Basic Lease Terms and for no other purposes, except with the prior written consent of Landlord.  Landlord has made no investigation of and makes no representations or warranties whatsoever regarding the permissibility of Tenant’s Permitted Uses under applicable zoning or land use laws, rules, regulations or approvals.

8.2   Compliance with Laws .  Tenant covenants and agrees that at all times during the Lease Term, Tenant’s use of the Premises shall be in compliance with all zoning, land use and other applicable laws, rules and regulations with respect thereto, and that nothing shall be done or kept on the Premises in violation of any law, ordinance, order, rule or regulation of any governmental authority having jurisdiction, and that the Premises shall be used, kept and maintained in compliance with any such law, ordinance, order, rule or regulation and with the certificate of occupancy issued for the Building and/or the Premises.

8.3   Compliance with Insurance Requirements .  Tenant covenants and agrees that nothing shall be done or kept on the Premises that might impair or increase the cost of insurance maintained with respect to the Premises or the Property, which might increase the insured risks or which might result in cancellation of any such insurance.

8.4   No Waste or Impairment of Value .  Tenant covenants and agrees that nothing shall be done or kept on the Premises or the Property that might impair the value of the Premises or the Property, or constitute excessive wear and tear or waste.

8.5   No Overloading .  Tenant covenants and agrees that nothing shall be done or kept on the Premises or the Building and that no improvements, changes, alterations, additions, maintenance or repairs shall be made to the Premises that would impair the structural soundness of the Building, Improvements or Parking Area, result in an overload of electrical lines serving the Building or cause excessive tripping of circuit breakers, interfere with any telephone lines or equipment or any other electric or electronic equipment in the Building or on any adjacent or nearby property, place excessive demands on or exceed the capacity of the water lines or sewer lines servicing the Building, or in any other way overload any portion of the Property or Improvements or any equipment or facilities servicing the same.  In the event of violations hereof, Tenant covenants and agrees to immediately remedy the violation at Tenant’s expense and in compliance with all requirements of governmental authorities and insurance underwriters.  Landlord shall include a corresponding similar provision in all leases for space in the Building, and will use commercially reasonable efforts to obtain compliance therewith from other tenants in the Building.

8.6   No Nuisance, Noxious or Offensive Activity .  Tenant covenants and agrees that no noxious or offensive activity shall be carried on upon the Premises or the Property nor shall anything be done or kept on the Premises or the Property which may be or become a public or private nuisance or which may cause embarrassment, disturbance or annoyance to others in the Building or on adjacent or nearby property.

8.7   No Annoying Lights, Sounds or Odors .  Tenant covenants and agrees that no light shall be emitted from the Premises that is unreasonably bright or causes unreasonable glare; no sound shall be

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emitted from the Premises that is unreasonably loud or annoying; and no odor shall be emitted from the Premises that is or might be noxious or offensive to others in the Building or on adjacent or nearby property.

8.8   No Unsightliness .  Tenant covenants and agrees that no unsightliness shall be permitted on the Premises or the Property that is visible from any adjacent or nearby property.  Without limiting the generality of the foregoing, all unsightly conditions, equipment, objects and conditions shall be kept enclosed within the Premises; no refuse, scrap, debris, garbage, trash, bulk materials or waste shall be kept, stored or allowed to accumulate on the Premises or the Property except as may be enclosed within the Premises; all pipes, wires, poles, antennas and other facilities for utilities or the transmission or reception of audio or visual signals or electricity shall be kept and maintained underground or enclosed within the Premises or appropriately screened from view; and no temporary structure shall be placed or permitted on the Premises or the Property without the prior written consent of Landlord.

8.9   No Animals .  Tenant covenants and agrees that no animals shall be permitted or kept on the Premises or the Property; provided, however, that nothing herein shall be construed as prohibiting qualified service animals that may not be legally excluded from the Premises or Property pursuant to the Americans with Disabilities Act or any similar law, rule or regulation applicable to the Property.

8.10 Restriction on Signs and Exterior Lighting .  Tenant covenants and agrees that no signs or advertising devices of any nature shall be erected or maintained by Tenant on the Premises or the Property and no exterior lighting shall be permitted on the Premises or the Property except as approved in writing by Landlord, such approval not to be unreasonably withheld.  So long as Tenant leases more than one-half the square footage of the Building, Tenant shall have equal or greater signage rights in comparison to those granted to other tenants in the Building.

8.11 No Violation of Covenants .  Tenant covenants and agrees not to commit, suffer or permit any violation of any covenant, condition or restriction affecting the Premises or the Property.

8.12 Restriction on Changes and Alterations .  Tenant covenants and agrees not to improve, change, alter, add to, remove or demolish any improvements on the Premises (“Changes”) without the prior written consent of Landlord which consent shall not be unreasonably withheld, and unless Tenant complies with all conditions which may be imposed by Landlord, in its sole discretion, in connection with such consent; and unless Tenant pays to Landlord the reasonable costs and expenses of Landlord for architectural, engineering, legal or other consultants which may be reasonably incurred by Landlord in determining whether to approve any such Changes.  Landlord’s consent to any Changes and the conditions imposed in connection therewith shall be subject to all requirements and restrictions of any holder of a mortgage or deed of trust encumbering the Property.  If such consent is given, no such Changes shall be permitted unless (i) Tenant shall have procured and paid for all necessary permits and authorizations from any governmental authorities having jurisdiction; (ii) such Changes will not reduce the value of the Property, and will not affect or impair existing insurance on the Property; and (iii) Tenant, at Tenant’s sole cost and expense, shall maintain or cause to be maintained workmen’s compensation insurance covering all persons employed in connection with the work and obtains liability insurance covering any loss or damage to persons or property arising in connection with any such Changes and such other insurance or bonds as Landlord may reasonably require.  Tenant covenants and agrees that any such Changes approved by Landlord shall be completed with due diligence and in a good and workmanlike fashion and in compliance with all conditions imposed by Landlord and all applicable permits, authorizations, laws, ordinances, orders, rules and regulations of governmental authorities having jurisdiction and that the costs and expenses with respect to such Changes shall be paid promptly when due and that the Changes shall be accomplished free of liens of mechanics and materialmen.  Tenant covenants and agrees that all such Changes, except trade

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fixtures, shall become the property of the Landlord at the expiration of the Lease Term or, if Landlord so requests, Tenant shall, at or prior to expiration of the Lease Term and at its sole cost and expense, remove such Changes and restore the Premises to the condition that existed prior to making such Changes.  However, if Landlord agrees to any Changes in writing and does not  require removal and restoration of such Changes as a condition to its approval in such writing, Tenant will not be required to remove (or pay for the removal of) such Changes.  In addition, Tenant need not obtain the prior approval of Landlord for Changes that: (i) cost less than $2,500.00, (ii) are non-structural, (iii) do not affect major Building systems, and (iv) are not visible from the exterior of the Premises.

8.13 No Mechanic’s Liens .  Tenant covenants and agrees not to permit or suffer, and to cause to be removed and released, any mechanics’, materialmen’s or other lien on account of supplies, machinery, tools, equipment, labor or material furnished or used in connection with the construction, alteration, improvement, addition to or repair of the Premises by, through or under Tenant.  At least 30 days prior to any Changes, Tenant shall provide written notice to Landlord of the date of commencement of any Changes.  Prior to the commencement of any Changes, Tenant shall post in conspicuous locations and maintain on the Premises and Building Notices of Owner’s Non-Liability in the form attached hereto as Exhibit C or in such other form as Landlord may from time to time require in writing.  Tenant shall have the right to contest, in good faith and with reasonable diligence, the validity of any such lien or claimed lien, provided that Tenant shall give to Landlord such security as may be reasonably requested by Landlord to insure the payment of any amounts claimed, including interest and costs, and to prevent any sale, foreclosure or forfeiture of any interest in the Property on account of any such lien, including, without limitation, bonding, escrow or endorsement of the title insurance policy of Landlord and any holder of a mortgage or deed of trust encumbering the Property.  If Tenant so contests, then on final determination of the lien or claim for lien, Tenant shall immediately pay any judgment rendered, with interest and costs, and will cause the lien to be released and any judgment satisfied.

8.14 No Other Encumbrances .  Tenant covenants and agrees not to obtain any financing secured by Tenant’s interest in the Premises and not to encumber the Premises or Landlord’s or Tenant’s interest therein, without the prior written consent of Landlord, and to keep the Premises free from all liens and encumbrances except liens and encumbrances existing upon the Commencement Date of the Lease Term or liens and encumbrances created by Landlord.

8.15 Subordination to Landlord Mortgages .  Tenant covenants and agrees that this Lease and Tenant’s interest in the Premises shall be junior and subordinate to any mortgage or deed of trust now or hereafter encumbering the Property.  In the event of a foreclosure of any such mortgage or deed of trust, Tenant shall attorn to the party acquiring title to the Property as the result of such foreclosure.  No act or further agreement by Tenant shall be necessary to establish the subordination of this Lease to any such mortgage or deed of trust, which is self-executing, but Tenant covenants and agrees, upon request to Landlord, to execute such documents as may be necessary or appropriate to confirm and establish this Lease as subordinate to any such mortgage or deed of trust in accordance with the foregoing provisions.  Alternatively, Tenant covenants and agrees that, at the option of any mortgagee or beneficiary under a deed of trust, Tenant shall execute documents as may be necessary to establish this Lease and Tenant’s interest in the Premises as superior to any such mortgage or deed of trust.  If Tenant fails to execute any documents required to be executed by Tenant under the provisions hereof, Tenant hereby makes, constitutes and irrevocably appoints Landlord as Tenant’s attorney in fact and in Tenant’s name, place and stead to execute any such document.

8.16 Assignment or Subletting .  Tenant covenants and agrees not to make or permit a Transfer by Tenant, as hereinafter defined, without Landlord’s prior written consent, which consent shall not be

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unreasonably withheld or delayed.  A Transfer by Tenant shall include an assignment of this Lease, a sublease of all or any part of the Premises, any transfer of fifty percent (50%) or more of the voting stock or interests of Tenant, or any assignment, sublease, license, franchise, transfer, mortgage, pledge or encumbrance of all or any part of Tenant’s interest under this Lease or in the Premises, by operation of law or otherwise, or the use or occupancy of all or any part of the Premises by anyone other than Tenant.  Any such Transfer by Tenant without Landlord’s written consent shall be void and shall constitute a default under this Lease.  In the event Landlord consents to any Transfer by Tenant, Tenant shall not be relieved of its obligations under this Lease and Tenant shall remain liable under this Lease, to the same extent as though no Transfer by Tenant had been made, unless specifically provided to the contrary in Landlord’s prior written consent.  The acceptance of rent by Landlord from any person other than Tenant shall not be deemed to be a waiver by Landlord of the provisions of this Section or of any other provision of this Lease and any consent by Landlord to Transfer by Tenant shall not be deemed a consent to any subsequent Transfer by Tenant.  In giving or withholding its consent to a proposed Transfer by Tenant, Landlord shall be entitled to consider any reasonable factor, including but not limited to the following: (a) financial strength and credit history of the proposed subtenant/assignee; (b) business reputation of the proposed subtenant/assignee; (c) proposed use of the Premises by the proposed subtenant/assignee; (d) managerial and operational skills of the proposed subtenant/assignee; and (e) compatibility of the proposed subtenant/assignee with other tenants of the Building.

Notwithstanding the foregoing, Landlord shall, at Landlord’s option, have the right, in lieu of consenting to a Transfer by Tenant, to terminate this Lease as to the portion of the Premises that is subject to the proposed Transfer by Tenant and to enter into a new lease with the proposed transferee and receive directly from the proposed transferee the consideration agreed to be given by such transferee to Tenant for the Transfer by Tenant.  Alternatively, at the request of Landlord, Tenant shall pay over to Landlord fifty percent (50%) of all sums received by Tenant in excess of the rent payable by Tenant hereunder which is attributable on an equally allocable square foot basis, to the subletting of all or any portion of the Premises so subleased.

8.17 Annual Financial Statements .  Landlord acknowledges that Tenant is a publicly traded company and that it may obtain Tenant’s financial statements on the United States Securities and Exchange