OFFICE LEASE Mac-Gray Services, Inc., a Delaware corporation, as Tenant

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Exhibit 99.1

HOBBS BROOK OFFICE PARK
404 WYMAN STREET
Waltham, Massachusetts

OFFICE LEASE

Mac-Gray Services, Inc., a Delaware corporation, as Tenant

 

HOBBS BROOK OFFICE PARK

Waltham, Massachusetts

LEASE dated July    , 2005

ARTICLE I

REFERENCE DATA

        1.1     SUBJECTS REFERRED TO     

        Each reference in this Lease to any of the following subjects shall be construed to incorporate the data stated for that subject in this Article I.

LANDLORD:		404 Wyman LLC
LANDLORD'S ADDRESS:		P. O. Box 549249 c/o 225 Wyman Street Waltham, Massachusetts 02454-9249 Attention: Real Estate Manager
RENT PAYMENTS ADDRESS:		P.O. Box 340038 Boston, MA 02241-0438
TENANT:		Mac-Gray Services, Inc., a Delaware corporation
TENANT'S ORIGINAL ADDRESS:		22 Water Street Cambridge, Massachusetts 02141
PREMISES ADDRESS:		Suite 400 404 Wyman Street Waltham, Massachusetts 02451
ESTIMATED TERM COMMENCEMENT DATE:		October 1, 2005
TERM COMMENCEMENT DATE:		As defined in Section 2.4(b).
RENT COMMENCEMENT DATE:		Six (6) months after the Term Commencement Date
TERM EXPIRATION DATE:		The last day of the tenth (10 th ) Lease Year, subject to extension as set forth in Section 2.4.1.
TENANT'S PLAN DELIVERY DATE:		August 1, 2005
MAJOR WORK DELIVERY DATE:		July 20, 2005
LEASE YEAR:		Each Lease Year shall consist of twelve (12) calendar months beginning with the Term Commencement Date, except that if the Term Commencement Date is not the first day of a calendar month, then Lease Year 1 shall include the partial month at the beginning of the Term in addition to the following twelve (12) calendar months, and the Annual Rent for Lease Year 1 shall be proportionately increased.

 

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ANNUAL FIXED RENT:

 

Lease Year		Annual Fixed Rent			Monthly Fixed Rent			Rent Per Square Foot of Premises Rentable Floor Area
1-4		$	941,935		$	78,496		$	29.50
First three (3) months of Lease Year 5		$	0		$	0		$	0
Remaining nine (9) months of Lease Year 5		$	941,935		$	78,496		$	29.50
6-10		$	1,037,725		$	86,477		$	32.50

 

BASE OPERATING EXPENSES PER SQUARE FOOT OF RENTABLE FLOOR AREA:		Annual Operating Expenses per square foot of Rentable Floor Area of the Building for the calendar year 2005, adjusted to reflect 95% occupancy.
BASE TAXES PER SQUARE FOOT OF RENTABLE FLOOR AREA:		Landlord's Taxes per square foot of Rentable Floor Area of the Building for the calendar year 2005.
IMPROVEMENT ALLOWANCE:		$38.00 per square foot of Rentable Floor Area of the Premises ($1,213,340).
DESIGN ALLOWANCE		$3.00 per square foot of Rentable Floor Area of the Premises ($95,790).
LAND:		The land upon which the Building is situated including parking areas, garages, drives, walks, landscaped areas and other common areas serving the Building.
BUILDING:		The entire building known and numbered as 404 Wyman Street, Waltham, Massachusetts and all other improvements on the Land.
RENTABLE FLOOR AREA OF BUILDING:		Conclusively agreed to be 413,315 square feet.
PREMISES:		The space delineated on Exhibit A .
RENTABLE FLOOR AREA OF PREMISES:		Conclusively agreed to be 31,930 square feet located on the fourth (4th) floor of the Building.
PERMITTED USES:		General Office Uses
SECURITY DEPOSIT:		None.
PUBLIC LIABILITY INSURANCE:		$2,000,000 per occurrence/$4,000,000 aggregate (combined single limit) for injury, death and property damage, as more particularly set forth in Section 5.5.2.
BROKER:		CB Richard Ellis and Wyman Street Advisors
TENANT'S AUTHORIZED REPRESENTATIVE:		Joseph Doyle

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        1.2     EXHIBITS     

        The following is a list of Exhibits attached to this Lease.

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ARTICLE II

PREMISES; TERM; RENT

        2.1     PREMISES AND EXCLUSIONS     

        Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises. The Premises exclude parking areas, common areas and facilities of the Building, including without limitation exterior faces of exterior walls, the common stairways and stairwells, entranceways and any lobby and courtyard areas, elevators and elevator wells, fan rooms, electric and telephone closets, janitor closets, freight elevator vestibules, and pipes, ducts, conduits, wires and appurtenant fixtures serving other parts of the Building (exclusively or in common) and other common areas and facilities. If the Premises include less than the entire rentable area of any floor, then the Premises also exclude the common corridors, elevator lobby and toilets located on such floor.

        This Lease is subject to all easements, restrictions, agreements, and encumbrances of record to the extent in force and applicable. Landlord represents that such title matters shall not affect any of Tenant's rights under this Lease in any material and adverse respect.

        2.1.1     RIGHT OF FIRST OFFER FOR CONTIGUOUS SPACE     

        Before Landlord offers to lease space on the fourth (4th) floor of the Building contiguous to the Premises (the " Contiguous Space ") to any third party for space that becomes available, Landlord shall first offer to lease such space to Tenant on the same terms and conditions as Landlord intends to offer such space to third parties, except that (a) other than as set forth in (e) below, Annual Fixed Rent for the Contiguous Space shall equal the Contiguous Space Market Rent (as such term is defined below) and (b) Tenant shall lease the Contiguous Space in question for a time period coterminous with the Term of this Lease, as it may be extended, provided, however, that if there are less than three (3) Lease Years left in the Term at the time Tenant elects to lease the Contiguous Space, then Tenant may exercise its right to lease the Contiguous Space only if Tenant has remaining, and exercises, an Extension Option under Section 2.4.1 for the Premises so that the Contiguous Space shall be leased by Tenant for more than a three-(3)-year term, (c) the Contiguous Space shall be leased by Tenant in its "as-is" condition with such tenant improvement allowances, free rent, or other concessions as are then being offered generally for comparable space in comparable properties in the greater "Metro-West" area, (d) the figures for Base Operating Expenses and Base Taxes applicable to the Contiguous Space shall be the actual amounts for the calendar year in which the Contiguous Space is to be delivered to the Tenant and (e) in the event that such option is exercised during the first two (2) Lease Years of the Term, then the Contiguous Space shall be leased to Tenant on the same terms and conditions as contained in this Lease on a pro rata basis (except that the Contiguous Space shall be leased by Tenant in its "as-is" condition).

        Any tenant or occupant of the Contiguous Space as of the date hereof, any affiliate thereof, or any party having a right (including right of first offer) to lease such Contiguous Space as of the date hereof (which is Novell, Inc., along with its successors and assigns) shall not be considered a " third-party " for purposes of this Section 2.1.1 , and Landlord shall be free to lease the Contiguous Space to any of the foregoing without offering the same to Tenant. Tenant's rights under this Section 2.1.1 are recurring rights and shall apply from time to time during the Term of the Lease when the Contiguous Space becomes available to lease to any third party.

        Any offer by Landlord under this Section 2.1.1 may be accepted by Tenant by written notice given within ten (10) Business Days of delivery of Landlord's offer (failing which, such offer shall be deemed conclusively waived by Tenant, and Landlord shall have no further obligation to offer the Contiguous Space to Tenant until after the expiration or earlier termination of a third-party lease for the Contiguous Space that is executed after Tenant's waiver of its right of first offer under this

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Section 2.1.1 ). In the event that Tenant accepts any offer by Landlord under this Section, the leasing of such Contiguous Space shall be documented by an amendment to this Lease. Tenant's rights under this Section 2.1.1 shall be rendered void, at Landlord's election, if (x) Tenant is in default at the time Landlord offers any Contiguous Space to a third party or at the time Tenant's lease of any Contiguous Space under this Section 2.1.1 would otherwise commence (in either event subject to any applicable notice and cure periods) or (y) Tenant has made any Transfer under Section 5.8 of this Lease (other than a Permitted Transfer [as such term is defined in Section 5.8 ] or a Transfer of fifteen percent (15%) or less of the Premises) or (z) Tenant is not occupying the Premises.

        " Contiguous Space Market Rent " shall mean the prevailing market rate for a five (5) year lease of office space in the greater "Metro-West" area of Boston, Massachusetts comparable to the Contiguous Space in terms of location within a building if finish, age, building quality and amenities for a tenant of equal size and financial strength as Tenant, under terms and conditions substantially the same as those on which Tenant shall have the right to lease the Contiguous Space. If Landlord and Tenant have not agreed, in writing, on the Contiguous Space Market Rent for the Contiguous Space within fourteen (14) days after Tenant accepts Landlord's offer, then at the request of either party the Contiguous Space Market Rent shall be determined in accordance with the arbitration procedure set forth in Section 2.4.1 for the determination of Fair Market Rent.

        If Tenant exercises its rights under this Section 2.1.1 , Landlord shall use reasonable efforts to deliver the Contiguous Space on the date set forth in Landlord's offer notice (which, if appropriate in Landlord's commercially reasonable judgment, may include eviction proceedings against a holdover tenant). Landlord's failure to deliver, or delay in delivering, all or any part of the Contiguous Space for any reason beyond Landlord's control (including continued occupancy of any such space by any occupant thereof) shall not give rise to any liability of Landlord, shall not alter Tenant's obligation to accept such Contiguous Space when delivered, shall not constitute a default of Landlord, and shall not affect the validity of the Lease; provided that if delivery of the Contiguous Space does not occur within ninety (90) days after the delivery date set forth in Landlord's offer, Tenant may elect to withdraw its exercise of its rights under this Section 2.1.1 by notice given within five (5) business days after the expiration of such ninety (90) day period. If Tenant so notifies Landlord, Tenant's right of first offer under this Section 2.1.1 shall not apply to the next lease of the Contiguous Space in question (but shall apply to subsequent leases thereafter). If delivery of the Contiguous Space does not occur within ninety (90) days after the delivery date set forth in Landlord's Offer, and Tenant does not withdraw Tenant's offer pursuant to this paragraph, then Landlord shall, within a reasonable time after collection, pay to Tenant any holdover penalty collected by Landlord from the previous occupant of the Contiguous Space and Landlord shall deliver the Contiguous Space to Tenant when the same is available.

        This Section 2.1.1 shall not be construed to grant to Tenant any rights or interest in any space in the Building and any claims by Tenant alleging a failure of Landlord to comply herewith shall be limited to claims for monetary damages, and Tenant may not assert any rights in any space nor file any lis pendens or similar notice with respect thereto.

        Tenant's rights under this Section 2.1.1 are personal to the original Tenant and shall be void and of no further force or effect if more than fifteen percent (15%) of the Premises are sublet or assigned to anyone other than a Permitted Transferee.

        2.2     APPURTENANT RIGHTS     

        Tenant shall have, as appurtenant to the Premises, rights to use in common (subject to reasonable rules of general applicability to tenants and other users of the Building from time to time made by Landlord of which Tenant is given written notice): (a) the common lobbies, corridors, stairways, elevators and loading platform, and the pipes, ducts, conduits, wires and appurtenant meters and equipment serving the Premises in common with others; (b) common driveways and walkways necessary for access to the Building; (c) if the Premises include less than the entire rentable floor area of any

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floor, the common toilets, corridors and elevator lobby on such floor and serving the Premises; and (d) the parking areas and facilities serving the Building from time to time intended for general use by Tenant, other Building tenants, and visitors, subject to reasonable rules from time to time made by Landlord of which Tenant is given notice. Nothing contained in the Lease shall prohibit or otherwise restrict Landlord from changing, from time to time, without notice to Tenant, the location, layout or type of the foregoing common areas and facilities, provided that Landlord shall not substantially reduce the number of parking spaces available for use by of tenants (including Tenant) in the parking areas serving the Building (and further provided that Tenant shall have, on an unreserved basis, the right to use at least 3.5 parking spaces per 1,000 square feet of Rentable Floor Area of the Premises, such parking spaces to be generally available for Tenant's use in the parking areas serving the Building) or otherwise materially reduce the building amenities available to Tenant in the Building as of the date of this Lease. Tenant shall also have, as appurtenant to the Premises, the right to use a conference room in the Forefront (subject to availability and pursuant to Landlord's rules and regulations in effect from time to time regarding the use of such conference room), twice per Lease Year at no cost to Tenant.

        2.3     RESERVATIONS     

        Landlord reserves the right from time to time, with telephonic notice and without unreasonable (except in emergency) interruption of Tenant's use: (a) to install, use, maintain, repair, replace and relocate for service to the Premises and other parts of the Building, or either, pipes, ducts, conduits, wires and appurtenant fixtures, wherever located in the Premises or the Building and (b) subject to any limitations set forth in Section 2.2 , to alter or relocate any other common facility, including without limitation any lobby and courtyard areas. Installations, replacements and relocations referred to in clause (a) above shall be located as far as practicable in the central core area of the Building, above ceiling surfaces, below floor surfaces or within perimeter walls of the Premises. Landlord shall provide Tenant with reasonable prior notice of any such installation, replacement or relocation and shall use reasonable efforts to schedule the making thereof so as to minimize, to the extent practicable, the interference with Tenant's business operations.

        2.4     TERM     

        (a)   If the Term Commencement Date is a date certain agreed upon by the parties at the time of execution of this Lease, the Term Commencement Date shall be as set forth in Section 1.1 and the Term shall begin at 12:01 a.m. on such date and shall end at 12:00 midnight on the Term Expiration Date set forth in Section 1.1 or on such earlier date pursuant to the provisions of this Lease; otherwise, the following provisions shall govern.

        (b)   If the Term Commencement Date is not a date certain, the Term shall begin at 12:01 a.m. on the earlier to occur of the following (i) or (ii), which date shall be the " Term Commencement Date ," and shall end at 12:00 midnight on the Term Expiration Date set forth in Section 1.1 or on such earlier date pursuant to the provisions of this Lease.

        (i)    The date Tenant enters into possession of all or any portion of the Premises for the conduct of its business. (The event described in the prior sentence shall not be deemed to occur by virtue of the installation or testing of computers or other equipment or the installation of other property of Tenant in the Premises.)

        (ii)   The date (the " Substantial Completion Date ") on which Landlord's Initial Construction (as defined in Section 2(a) of Exhibit B ), is " Substantially Complete ," defined to mean that Landlord's Initial Construction has been completed except for minor items of construction, mechanical and electrical adjustment or other work which Landlord is able to complete after Tenant has occupied the Premises without unreasonably interfering with Tenant's use thereof and Landlord has obtained a certificate of occupancy for Landlord's Initial Construction.

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Upon request by Landlord, Tenant shall execute documentation setting forth the Term Commencement Date, in the form attached as Exhibit E .

        (c)   Subject to delays caused by Force Majeure, as such term in defined in Section 4.2 , or a Tenant's Delay, as defined in Section 3 of Exhibit B ), Landlord shall use commercially reasonable efforts to have Landlord's Initial Construction Substantially Complete before the Estimated Term Commencement Date. Landlord's failure to have Landlord's Initial Construction Substantially Complete on the Estimated Term Commencement Date, for any reason, shall not give rise to any liability of Landlord hereunder, shall not constitute a Landlord's default, shall not affect the validity of this Lease, and shall have no effect on the beginning or end of the Term as otherwise determined hereunder or on Tenant's obligations associated therewith. Notwithstanding the foregoing, in the event that for any reason within Landlord's reasonable control (and specifically excluding any delay caused by Force Majeure or a Tenant's Delay), the Substantial Completion Date does not occur on or before November 14, 2005 (the " Outside Date "), then Tenant shall be entitled to a credit against Annual Fixed Rent owed by Tenant in an amount equal to two times the daily Annual Fixed Rent for each day of such delay until the Substantial Completion Date occurs, which credit against Annual Fixed Rent shall be applied from and after the Rent Commencement Date. In the event that for any reason within Landlord's reasonable control (and specifically excluding any delay caused by Force Majeure or a Tenant's Delay), Landlord fails to have Landlord's Initial Construction Substantially Complete on or before January 2, 2006, Tenant shall have the right, by written notice given to Landlord before January 16, 2006 and subject to the provisions of this paragraph, to terminate this Lease effective as of January 31, 2006 (the " Outside Termination Date "), and neither Tenant nor Landlord shall have any further obligations hereunder except as specifically set forth in this Lease; provided, however, that if the Substantial Completion Date occurs before the Outside Termination Date, Tenant's termination notice shall be void and of no further force or effect, this Lease shall not be terminated and the Substantial Completion Date shall be the Term Commencement Date. In the event that for any reason Landlord's Initial Construction is not Substantially Complete on or before March 31, 2006, then Tenant shall have the right, by written notice to Landlord before April 21, 2006, to terminate this Lease effective as of April 31, 2006, and neither Tenant nor Landlord shall have any further obligations hereunder except as specifically set forth in this Lease.

        2.4.1     EXTENSION OPTION.     Tenant shall have the option to extend the Term for two (2) additional five (5) year extension terms (each an " Extension Term ") by notice given to Landlord at least nine (9) months before the Term Expiration Date. Tenant's election shall be exercised, and Annual Fixed Rent for the Extension Term determined, as set forth below. If Tenant fails timely to exercise its option for any Extension Term, Tenant shall have no further extension rights hereunder.

        Tenant's option so to extend the Term shall be void, at Landlord's election, if Tenant is in default beyond any applicable notice and cure periods at the time Tenant elects to extend the Term or at the time the Term would expire but for such extension. The extension of the Term shall be applicable to the entire Premises and Tenant shall have no right to extend the Term for only a portion of the Premises. During the Extension Term, if any, all provisions of this Lease shall apply except that Tenant shall have no further option to extend the Term after the last Extension Term.

        During the Extension Term, Tenant shall pay Annual Fixed Rent equal to ninety-five percent (95%) of the then prevailing market rate for tenants entering into a lease for a five (5) year term for office space in the greater Boston, Massachusetts "Metro-West" area within a three (3) mile radius of the Building comparable to the Premises in terms of location within a building, finish, age, building quality and amenities for a tenant of equal size and financial strength as Tenant (and considering comparable concessions offered to tenants, including free rent and current base years for operating expenses and taxes), under terms and conditions substantially the same as those of this Lease as though then available for single occupancy for the Permitted Uses (or any higher and better use then being

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made by Tenant) in "as-is" condition or such better condition in which Tenant is required to maintain the Premises (the " Fair Market Rent ").

        Landlord shall notify Tenant of its estimate of the Fair Market Rent within ten (10) days after Tenant exercises the applicable extension option. Tenant shall have the option to accept or reject by written notice Landlord's estimate, or to withdraw its exercise of the extension option, in any case within fourteen (14) days following delivery of Landlord's estimate. Tenant's failure to respond within such period shall be deemed to constitute acceptance of Landlord's estimate. In the event Tenant rejects Landlord's estimate then the Fair Market Rent shall be arbitrated in accordance with the following procedure. In the event Landlord fails to notify Tenant of its estimate as provided above, the parties shall determine Fair Market Rent by arbitration as set forth below.

        Each of Landlord and Tenant, within twenty (20) days after notice by Tenant disputing Landlord's estimate of the Fair Market Rent, shall appoint as an arbitrator an MAI appraiser that is independent from the Landlord and the Tenant with at least ten (10) years experience as an appraiser of office buildings in the Greater Boston "Metro-West" area, including first class suburban office buildings, and shall give notice of such appointment to the other party. If either Landlord or Tenant shall fail timely to appoint an arbitrator, the other may apply to the Boston office of the American Arbitration Association (" AAA ") for appointment of such an arbitrator five (5) Business Days, as such term is defined in Section 8.20 , after notice of such failure to the delinquent party if such arbitrator has not then been appointed. The two arbitrators shall, within five (5) Business Days after appointment of the second arbitrator, appoint a third arbitrator who shall be similarly qualified. If the two arbitrators are unable to agree timely on the selection of the third arbitrator, then either arbitrator on behalf of both may request such appointment from the Boston office of the AAA. The arbitration shall be conducted in accordance with the commercial arbitration rules of the AAA insofar as such rules are not inconsistent with the provisions of this Lease (in which case the provisions of this Lease shall govern). The arbitrators shall be charged to reach a majority written decision in accordance with the standards for the Fair Market Rent as provided in this Section 2.4.1 , within twenty (20) days after the third arbitrator is appointed, by selecting either of the final estimates of the Fair Market Rent provided by Landlord and Tenant at the commencement of the hearing. The arbitrators shall have no authority or jurisdiction to make any other determination of such amount. The cost of the arbitration (exclusive of each party's witness and attorneys fees, which shall be paid by such party) shall be borne equally by the parties. If the AAA shall cease to provide arbitration for commercial disputes in Boston, the second or third arbitrator, as the case may be, shall be appointed by any successor organization providing substantially the same services, and in the absence of such an organization, by a court of competent jurisdiction under the arbitration act of The Commonwealth of Massachusetts.

        If Landlord should delay in giving the notice which begins the valuation procedures of this Section 2.4.1 , or if the process should otherwise be delayed for any reason, then such procedures shall nevertheless remain in effect and be applicable when and as invoked with respect to Annual Fixed Rent payable during the Extension Term; but until such procedures are completed, Tenant shall pay on account of Annual Fixed Rent at the rate established for Annual Fixed Rent for the last twelve (12) months of the Term (and upon Fair Market Rent being established, Tenant shall pay the same within ten (10) days of such determination, retroactively to the beginning of the Extension Term). Each party shall bear the costs of the arbitrator selected by it and shall share equally in the costs of the third arbitrator selected in accordance herewith. The parties shall adjust for over or under payments within twenty (20) days after the decision of the arbitrators is announced.

        Promptly after the Annual Fixed Rent is determined for each Extension Term, Landlord and Tenant shall enter into an amendment of this Lease confirming the extension of the Term and the new rate for Annual Fixed Rent.

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        Tenant's rights under this Section 2.4.1 are personal to the original Tenant and shall be void and of no further force or effect if more than fifteen percent (15%) of the Premises are sublet or assigned to anyone other than a Permitted Transferee.

        2.5     ANNUAL FIXED RENT     

        Tenant covenants and agrees to pay the Annual Fixed Rent in Section 1.1 to Landlord at the Rent Payments Address in Section 1.1 in advance in equal monthly installments commencing on the Rent Commencement Date (if not the first day of a month) and thereafter on the first day of each calendar month during the Term. All payments shall be due without billing or demand and without deduction, setoff or counterclaim, except as expressly set forth in this Lease. Tenant shall make payment for any portion of a month at the beginning or end of the Term. All payments shall be payable to Landlord at Landlord's address, as specified in Section 1.1 , or to such other entities at such other places as Landlord may from time to time designate.

        Without limiting the foregoing, except as expressly set forth in this Lease, Tenant's obligation so to pay Rent (as hereinafter defined) shall not be discharged or otherwise affected by any law or regulation now or hereafter applicable to the Premises, or any other restriction on Tenant's use, or any casualty or taking, or any failure by Landlord to perform any covenant contained herein, or any other occurrence; and, except as expressly set forth in this Lease, Tenant waives all rights now or hereafter existing to terminate or cancel this Lease or quit or surrender the Premises or any part thereof, or to assert any defense in the nature of constructive eviction to any action seeking to recover Rent.

        The foregoing notwithstanding, if Landlord fails for any reason within Landlord's reasonable control to provide any service to be supplied by Landlord under the Lease which is necessary for Tenant's reasonable use of the Premises (such as HVAC, elevator service, electricity, water, or structural repairs) or Tenant is unable to reasonably access the Premises, and Tenant is unable to use the Premises on account of such failure, Tenant shall be entitled to a proportional abatement of Annual Fixed Rent and Additional Charges for Operating Expenses and Taxes based on the portion of the Premises which cannot be reasonably used by Tenant. This abatement shall begin on the fifth (5 ^th ) consecutive Business Day from Tenant's written notice to Landlord of the failure. The abatement shall end when the services or access are restored sufficiently to reasonably permit use of the Premises. If such failure continues for more than one hundred eighty (180) consecutive days from Tenant's written notice to Landlord of such failure, then Tenant may terminate this Lease by written notice to Landlord. If any public utility service to be provided to the Premises pursuant to this Lease is not provided to the Premises for more than one hundred eighty (180) consecutive days from Tenant's written notice to Landlord of such failure (and whether or not such failure is due to any reason within Landlord's reasonable control), then Tenant may terminate this Lease by written notice to Landlord.

        2.6     ADDITIONAL RENT—OPERATING EXPENSES AND TAXES     

        2.6.1     ADDITIONAL RENT—GENERAL COVENANT.     Tenant covenants and agrees to pay to Landlord, as " Additional Rent ", (i) an amount equal to the product of (a) the Rentable Floor Area of the Premises and (b) the excess (if any) of Landlord's Operating Expenses per square foot of Rentable Floor Area of the Building over Base Operating Expenses per Square Foot of Rentable Floor Area of the Building, (ii) an amount equal to the product of (a) the Rentable Floor Area of the Premises and (b) the excess (if any) of Landlord's Taxes per square foot of Rentable Floor Area of the Building over Base Taxes Per Square Foot of Rentable Floor Area of the Building, provided that if less than the Total Rentable Floor Area of the Building is occupied at any time during such period (including without limitation the "base year" of calendar year 2005), Landlord shall reasonably extrapolate any components of Landlord's Operating Expenses that vary based upon occupancy of the Building (e.g., janitorial costs) as though the Total Rentable Floor Area of the Building had been ninety-five percent (95%) occupied at all times during such period, and (iii) any other charges payable by Tenant to Landlord under this Lease. The term " Rent " as used in this Lease shall mean Annual Fixed Rent and Additional Rent as set forth in this Lease. Appropriate adjustments shall be made for any portion of a year at the beginning or end of the Term. Landlord agrees, upon request of Tenant, to provide Tenant with a description of the method and calculations used by Landlord to perform such extrapolation.

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        2.6.2     PAYMENT.     Additional Rent for Operating Expenses and Taxes under this Section 2.6 shall be paid for any portion of a month at the beginning of the Term and thereafter in monthly installments on the first day of each calendar month in amounts reasonably estimated by Landlord for the then current calendar year. Notwithstanding the foregoing, Tenant shall have no obligation to make payments, including estimated payments, of Additional Rent for Operating Expenses or Taxes prior to January 1, 2006. Landlord may from time to time revise such estimates based on available information relating to Landlord's Operating Expenses and Taxes or otherwise affecting the calculation hereunder. Within ninety (90) days after the end of each calendar year, Landlord will provide Tenant with an accounting statement of Landlord's Operating Expenses and Taxes and other data necessary to calculate Additional Rent hereunder for such calendar year prepared in reasonable "line item" detail, and consistently maintained from year to year in accordance with generally accepted accounting principles. Such statement shall be conclusive between the parties unless disputed in accordance with Section 2.6.5 . Upon issuance thereof, there shall be an adjustment between Landlord and Tenant for the calendar year covered by such accounting to the end that Landlord shall have received the exact amount of Additional Rent due hereunder. Any overpayments by Tenant hereunder shall be credited against the next payments of Additional Rent due under this Section 2.6 (or shall be refunded to Tenant after the expiration of the Term), provided there are no outstanding amounts due Landlord under this Lease at such time. Any underpayments by Tenant shall be due and payable within thirty (30) days of delivery of Landlord's statement. With respect to the calendar year in which the Term ends, the adjustment shall be pro rated for the portion of the year included in the Term, but shall take place nevertheless at the times provided in the preceding sentences.

        2.6.3     "LANDLORD'S OPERATING EXPENSES"—DEFINITION.     "Landlord's Operating Expenses" means all customary, actual, out-of-pocket costs of Landlord in owning, servicing, operating, managing, maintaining, and repairing the Building, Land, and all improvements thereon and providing services to tenants including, without limitation, the costs of the following: (i) supplies, materials and equipment purchased or rented, total wage and salary costs paid to, and all contract payments made on account of, all persons engaged in the operation, maintenance, security, cleaning and repair of the Building and Land, including Social Security, old age and unemployment taxes and so-called "fringe benefits"; (ii) building services furnished to tenants of the Building at Landlord's expense (including the types of services provided to Tenant pursuant to Section 4.1 hereof) and maintenance and repair of and services provided to or on behalf of the Building performed by Landlord's employees or by other persons under contract with Landlord; (iii) utilities consumed and expenses incurred in the operation, maintenance and repair of the Building including, without limitation, oil, gas, electricity (other than electricity to tenants in their premises if Tenant is directly responsible for payment under this Lease on account of electricity consumed by Tenant), water, sewer and snow removal; (iv) casualty, liability and other insurance, and unreimbursed costs incurred by Landlord which are subject to an insurance deductible; (v) provided the following were fully operational during the entire base year for Landlord's Operating Expenses, costs of operating any cafeteria, other food service facility, or physical fitness facility for use of tenants generally, less any revenue received by Landlord from the operator or users of such facilities; and (vi) management fees not to exceed four percent (4%) of gross rental income. If Landlord, in its reasonable discretion, installs a new or replacement capital item for the purpose of reducing or conserving the use of energy in the Building, complying with any building code or other law, regulation, or legal requirement, complying with requirements of any insurer(in all such cases first effective after the Term Commencement Date), or for the purpose of reducing Landlord's Operating Expenses, then the annual charge-off of such item with interest at an annual rate of 2% over the prime rate of Bank of America in effect at the time of making such expenditure shall be included in Landlord's Operating Expenses in the Lease Year in which the expenditure was paid and in succeeding Lease Years during the Term. Annual charge-off shall be

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determined by dividing the original expenditure amount by the number of years of useful life of the expenditure (and useful life shall be determined reasonably by Landlord in accordance with generally accepted accounting principles and practices in effect at the time of making such expenditure). Landlord's Operating Expenses shall not include any costs or expenses incurred by Landlord in the construction and development of the Building including construction for tenants for which Landlord is entitled to reimbursement; payments of principal, interest or other charges on mortgages; entertainment and travel charges; salaries and bonuses of executives, officers or principals of Landlord (except as the same may be reflected in the management fee for the Building or attributable to actual Building operations); costs incurred in connection with the making of repairs or replacements which are the obligation of another tenant or occupant of the Building; increased insurance or taxes assessed specifically to any tenant of the Building other than Tenant for which Landlord is reimbursed; advertising, marketing, promotional, public relations or brokerage fees, commissions or expenditures; interest or penalties for any late or failed payments by Landlord under any contract or agreement; the cost of any work or services specifically performed for any other property or building other than the Building or the Land; costs (including, within limitation, attorneys' fees and disbursements) in excess of reasonable insurance deductible amounts incurred in connection with any judgment, settlement or arbitration award resulting from any negligence or willful misconduct of Landlord or its agents; with the exception of any items included in Landlord's Operating Expenses pursuant to the definition set forth above, the cost of any repairs, alterations, additions, improvements, changes, replacements or other items that under generally accepted accounting principles are classified as capital expenses; costs of electricity or utilities furnished directly to any premises of other tenants of the Building where such utility is separately metered to the Premises or Tenant pays a separate charge therefor; costs incurred in connection with Landlord's preparation, negotiation, dispute resolution and/or enforcement of leases, including court costs and attorneys' fees and disbursements in connection with any summary proceeding to dispossess any other tenant, or incurred in connection with disputes with prospective tenants, leasing agents, purchasers, insurers or mortgagees; costs incurred in connection with disputes relating to Landlord's title to the Land (unless the same are occasioned by the acts of Tenant); costs of repairs, restoration or replacements occasioned by fire or other casualty, in excess of reasonable and customary insurance deductible amounts, or caused by the exercise of the right of eminent domain; costs, expenses or judgments occasioned by casualty, injury or damage, to the extent that such costs, expenses or judgments are or are required to be covered by insurance to be maintained under this Lease (provided, however, that the foregoing shall not effect the inclusion of insurance and unreimbursed costs in Landlord's Operating Expenses under Section 2.6.3(iv) above) legal and other professional fees relating to matters which are excluded from Operating Expenses for the Building; the cost to make improvements, alterations and additions to the Building which are required in order to render the same in compliance with laws, rules, orders, regulations and/or directives as in effect and generally enforced as of the date of this Lease; the cost of environmental monitoring, compliance, testing and remediation performed in, on, about and around the Building or the Land except as provided in Section 5.2 hereof; depreciation; costs of defending any lawsuits with any mortgagee (unless such lawsuit is occasioned by Tenant); costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord's interests in the Building; costs of any disputes between Landlord and its employees (if any) not engaged in Building operations, disputes of Landlord with Building management; amounts other than the management fee specified above paid to subsidiaries or affiliates of Landlord for services rendered to the Building to the extent such amounts exceed the competitive costs for delivery of such services were they not provided by such related parties; costs of the acquisition (as contrasted with the maintenance or cleaning of) sculpture, paintings or other objects of art; costs incurred in connection with upgrading the Building to comply (or to correct any non-compliance with any of the foregoing as of the Term Commencement Date) with life, fire and safety codes, ordinances, statutes or other laws in effect prior to the Term Commencement Date, including, without

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limitation, the Americans with Disabilities Act, including penalties or damages due to such non-compliance; costs of adding new building amenities to the Building or increasing the existing building amenities unless the Base Operating Expenses Per Square Foot of Rentable Floor Area are grossed up to include the reasonably estimated costs that would have been incurred in the base year if the new or expanded building amenities were in existence and fully operational for the entirety of such year (and further subject to any limited on capital expenditures set forth in this Section 2.6.3 ).

        2.6.4     "LANDLORD'S TAXES"—DEFINITION.     " Landlord's Taxes" means all taxes, assessments and similar charges assessed or imposed on the Land for the then current calendar year by any governmental authority attributable to the Building (including personal property associated therewith). The Land constitutes its own tax lot and is not included in the tax bill or tax assessment with any other buildings or land in the Hobbs Brook Office Park. The amount of any special taxes, special assessments and agreed or governmentally imposed "in lieu of tax" or similar charges shall be included in Landlord's Taxes for any year but shall be limited to the amount of the installment (plus any interest, other than penalty interest, payable thereon) of such special tax, special assessment or such charge required to be paid during or with respect to the year in question. Landlord's Taxes include reasonable, out-of-pocket expenses, including fees of attorneys, appraisers and other consultants, incurred in connection with any efforts to obtain abatements or reduction or to assure maintenance of Landlord's Taxes for any year wholly or partially included in the Term, whether or not successful and whether or not such efforts involved filing of actual abatement applications or initiation of formal proceedings. Landlord's Taxes shall exclude any franchise, capital stock, capital, rent, income, profit or similar or charge. If at any time during the Term there shall be assessed on Landlord, in addition to or lieu of the whole or any part of the ad valorem tax on real or personal property, a capital levy or other tax on the gross rents or other measures of building operations, or a governmental income, franchise, excise or similar tax, assessment, levy, charge or fee measured by or based, in whole or in part, upon building valuation, gross rents or other measures of building operations or benefits of governmental services furnished to the Building, then any and all of such taxes, assessments, levies, charges and fees, to the extent so measured or based, shall be included within the term Landlord's Taxes, but only to the extent that the same would be payable if the Building and Land were the only property of Landlord. In the event Landlord succeeds in obtaining a reduction of such taxes, rates or assessments with respect to a fiscal tax year as to which Tenant contributed its share of increases in Landlord's Taxes, then Tenant shall be entitled to receive its proportionate share of the net amount of any refund received or reduction obtained by Landlord to the extent allocable to the Term of this Lease.

        2.6.5     AUDIT RIGHTS.     At the request of Tenant at any time within twelve (12) months after Landlord delivers Landlord's statement of Landlord's Operating Expenses and Taxes to Tenant, Tenant (at Tenant's expense) shall have the right to examine Landlord's books and records applicable to Landlord's Operating Expenses and Taxes. Such right to examine the records shall be exercisable: (a) upon reasonable advance notice to Landlord and at reasonable times during Landlord's business hours; (b) only during the twelve (12) month period following Tenant's receipt of Landlord's statement of the actual amount of Landlord's Operating Expenses and Taxes for the applicable calendar year; and (c) not more than once each calendar year. Landlord's statement of Operating Expenses and Taxes shall be deemed conclusive except as to items specifically disputed in writing by notice from Landlord to Tenant given within two (2) months after Landlord makes its books and records available to Tenant pursuant to this Section 2.6.5 . Tenant shall pay all costs of the audit unless Tenant is found to have overpaid Additional Rent for Operating Expenses and Taxes by more than 5% for the year in question. In any event any audit of Landlord's Operating Expenses and Taxes shall be conducted by an independent certified public accountant retained by Tenant or an auditing firm approved by Landlord for such purpose (each, an " examiner "). In no

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event shall Tenant propose, nor shall Landlord ever be required to approve, any examiner of Tenant who is being paid on a contingent fee basis.

        As a condition precedent to performing any such examination of Landlord's books and records, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement in form acceptable to Landlord agreeing to keep confidential any information that they discover about Landlord or the Building in connection with such examination. Without limiting the foregoing, such examiners shall also be required to agree that they will not represent any other tenant in the Building in connection with examinations of Landlord's books and records for the Building Complex unless said tenant(s) have retained said examiners prior to the date of the first examination of Landlord's books and records conducted by Tenant pursuant to this Section 2.6.5 and have been continuously represented by such examiners since that time. Notwithstanding any prior approval of any examiners by Landlord, Landlord shall have the right to rescind such approval at any time if in Landlord's reasonable judgment the examiners have breached any confidentiality undertaking to Landlord or any other landlord or cannot provide acceptable assurances and procedures to maintain confidentiality.

        Upon the first examination by Tenant, if any, of Landlord's books and records pursuant to this Section 2.6.5 , Landlord shall also provide Tenant with a statement of Landlord's Operating Expenses and Taxes for the calendar year 2005, and Tenant shall have the right to examine Landlord's books and records for such calendar year pursuant to this Section 2.6.5 .

        2.7     ELECTRICITY     

        Landlord shall furnish to Tenant throughout the Term electricity for the operation of lighting fixtures, and 120 volt current for the operation of normal office fixtures and equipment, including the electricity needs for Tenant's computer room, but excluding any high energy consumption equipment (which shall not include typical and customary office equipment such as personal computers). Tenant covenants and agrees to pay as Additional Rent the cost of such electricity, which shall be separately metered and billed to Tenant monthly.

        Tenant covenants and agrees that Landlord shall in no event be liable or responsible to Tenant for any loss, damage or expense which Tenant may sustain or incur if either the quality or character of electrical service is changed or is no longer suitable for Tenant's requirements (provided, however, that the foregoing shall not affect Tenant's abatement rights set forth in Section 2.5 ). Tenant covenants and agrees that at all times its use of electric current shall never exceed the capacity of existing feeders to the Building or the risers or wiring or installation of the Building.

ARTICLE III

CONSTRUCTION

        3.1     LANDLORD WORK     

        3.1.1     GENERAL.     Except for Landlord's Initial Construction, the Premises are being leased in their broom-clean, "as-is" condition without representation or warranty by Landlord except as expressly set forth in this Lease, and Landlord shall not be required to perform any other work in connection with Tenant's occupancy of the Premises.

        3.1.2     LANDLORD'S INITIAL CONSTRUCTION.     Landlord, at Landlord's cost, subject to the Improvement Allowance set forth in Exhibit B , shall perform the construction of the initial improvements to the Premises for Tenant's occupancy in accordance with the provisions of Exhibit B . Landlord's Initial Construction (as defined in Section 2(a) of Exhibit B ) shall be performed in strict accordance with Tenant's Plans . Any additional improvement to the Premises not shown on Tenant's Plans that are requested by Tenant and approved by Landlord shall be constructed at Tenant's sole cost and expense, subject to the Improvement Allowance.

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        3.2     ENTRY BY TENANT PRIOR TO TERM COMMENCEMENT DATE     

        With Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Tenant or any agent, employee or independent contractor of Tenant shall have the right to enter the Premises prior to the Term Commencement Date to perform such work or decoration as is to be performed by, or under the direction or control of, Tenant. Such right of entry shall be deemed a license from Landlord to Tenant, and entry thereunder shall be at the sole risk of Tenant and subject to all the terms of this Lease, including but not limited to Section 5.6, except for the obligation to pay Rent.

ARTICLE IV

LANDLORD'S COVENANTS

        4.1     LANDLORD'S COVENANTS     

        4.1.1     BUILDING SERVICES.     Landlord shall furnish services, utilities, facilities and supplies set forth in this Section 4.1.1 and in Exhibit C-1 and Exhibit C-2 . Exhibit C-1 and Exhibit C-2 are intended to add detail to the provisions of the main body of the Lease, and in case of conflict, the provisions of the main body of the Lease shall control. Tenant may obtain additional services, utilities, facilities and supplies from time to time upon reasonable advance request or Landlord may furnish the same without request if Landlord reasonably determines that Tenant's use or occupancy of the Premises necessitates the same (for example where the condition of the Premises necessitates additional cleaning services), and, in either case, the cost of the same at reasonable rates from time to time established by Landlord shall constitute Additional Rent, payable upon demand. For all purposes in this Lease, the phrase " Hours of Operation " shall mean Mondays through Fridays excepting legal holidays in the state in which the Building is located from 8:00 a.m. to 6:00 p.m. and on Saturdays from 8:00 a.m. to 1:00 p.m.

        4.1.1.1     WATER CHARGES.     Landlord shall furnish hot and cold water for ordinary office cleaning, toilet, lavatory and drinking purposes. If Tenant requires, uses or consumes water for any other purpose, Landlord may assess Tenant reasonable charges for additional water.

        4.1.1.2     CLEANING.     Landlord shall cause the common areas of the Premises to be kept reasonably clean in accordance with the cleaning standards set forth in Exhibit C-1 .

        4.1.1.3     HEAT AND AIR-CONDITIONING.     Landlord shall, through the Building heating and air-conditioning system, furnish to and distribute in the Premises heat during the Hours of Operation of the normal heating season and air conditioning during the Hours of Operation of the normal cooling season when air conditioning may reasonably be required for the comfortable occupancy of the Premises by Tenant in accordance with the Heating and Air Conditioning Specification set forth in Exhibit C-2 . Landlord shall not be required to furnish heat and air-conditioning in the Premises in excess of the capacity of the equipment installed in the Building. If Tenant requests Landlord to provide heat or air conditioning beyond the Hours of Operation, Tenant shall pay Landlord therefor at rates reasonably established by Landlord from time to time which as of the date hereof is $40.00 per hour (subject to adjustment by Landlord from time to time), to reflect Landlord's actual cost without mark-up to Tenant. If Tenant requires additional air-conditioning for business machines, meeting rooms or other purposes, or because of occupancy or unusual electrical loads, any additional air-conditioning units, chillers, condensers, compressors, ducts, piping and other equipment and facilities will be installed and maintained by Landlord at Tenant's sole cost, but only to the extent that the same are compatible with the Building and its mechanical systems. Notwithstanding the foregoing, Tenant, at Tenant's cost, with Landlord's prior written consent,

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and subject to the terms and provisions of this Lease (including but not limited to Section 5.9 ) shall be permitted to install and extend air conditioning service to Tenant's computer room, provided the costs of electricity used in such service are paid for by Tenant.

        4.1.2     REPAIRS.     Except as otherwise provided in this Lease, and except for repairs to items referred to below necessitated by Tenant's act or neglect (which shall be Tenant's repair obligation under Section 5.1 ), Landlord shall make such repairs and replacements to the roofs, exterior walls, structural elements, exterior windows of the Premises (except if such damage or repair is necessitated by the Tenant's negligence or willful misconduct), floor slabs, core walls, and common areas and facilities, and all building systems in the Building as may be necessary to keep them in good and operable condition consistent with other first-class office buildings in the Boston, Massachusetts "Metro-West" area.

        4.1.3     QUIET ENJOYMENT.     Landlord covenants that Tenant, on paying the Rent and performing the tenant obligations in this Lease, shall peacefully and quietly have, hold and enjoy the Premises, free from any claim by Landlord or persons claiming under Landlord, but subject to all of the terms and provisions hereof, provisions of law and rights of record to which this Lease is or may become subordinate. This covenant is in lieu of any other so-called quiet enjoyment covenant, either express or implied.

        4.2     INTERRUPTION     

        Except as expressly set forth in this Lease, Landlord shall not be liable to Tenant for any compensation or reduction of Rent by reason of inconvenience or annoyance or for loss of business arising from Landlord or its agents entering the Premises for any of the purposes authorized in this Lease or from repairs by Landlord of any portion of the Building. In case Landlord is prevented or delayed from diligent construction of improvements, making any repairs, alterations or improvements, or furnishing any services or performing any other covenant or duty to be performed on Landlord's part, by reason of strike or other labor trouble, fire or other casualty, or inability to obtain supplies, or labor despite reasonable efforts, or unusually adverse weather conditions, or unforeseen subsurface conditions, or acts of God, war, terrorism or other public emergency, or delays due to government regulation or delays in obtaining insurance proceeds, or any other cause whether similar or dissimilar beyond Landlord's reasonable control collectively and individually (" Force Majeure "), Landlord shall not be liable to Tenant therefor, nor, except as otherwise provided in this Lease, shall Tenant be entitled to any abatement or reduction of Rent by reason thereof, nor shall the same give rise to a claim in Tenant's favor that such failure constitutes actual or constructive, total or partial, eviction from the Premises. In no event shall Landlord be liable for indirect or consequential damages arising out of any default by Landlord.

        Landlord reserves the right to stop any service or utility system, when necessary by reason of accident or emergency, or until necessary repairs have been completed; provided, however, that in each instance of stoppage, Landlord shall exercise reasonable diligence to eliminate the cause thereof. Except in case of emergency repairs, Landlord will give Tenant reasonable advance notice of any contemplated stoppage and will use reasonable efforts to avoid unnecessary interruption of Tenant's use of the Premises by reason thereof.

        4.3.     INSURANCE     

        4.3.1     PROPERTY INSURANCE.     Landlord agrees to maintain throughout the Term, with companies licensed and approved to write insurance in the state in which the Building is located, property insurance against direct physical loss or damage to the Building on an "all risks," agreed amount basis in an amount equal to the physical replacement cost of the Building with a commercially reasonable deductible amount. Landlord shall not be required to carry insurance with respect to any property that Tenant is required to insure pursuant to Section 5.6 .

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        4.3.2     LIABILITY INSURANCE.     Throughout the Term, Landlord agrees to maintain in a responsible company or companies liability insurance against claims, demands or actions for injury, death, and property damage in amounts not less than Five Million Dollars ($5,000,000) in the aggregate.

        4.4     HAZARDOUS MATERIALS     

        To the best knowledge of Landlord, (i) no Hazardous Substances (as defined in Section 5.2 ) requiring remediation or investigation under applicable environmental laws are present on the Property or the soil, surface water or groundwater thereof and (ii) no action, proceeding or claim is pending or threatened regarding the Property concerning any Hazardous Substances or pursuant to any environmental law. Landlord shall, as and to the extent required by applicable law, following notice by Tenant remove or remediate (or cause the responsible party to remove or remediate) any Hazardous Substances located in the Premises or Building that affect or disturb Tenant's use of the Premises or portions of the Building as to which Tenant has appurtenant rights hereunder. The foregoing covenant shall not apply to any Hazardous Substances that exist in the Premises or the Building as a result of any act or omission of Tenant, its employees, agents, invitees or guests, Tenant's architect, Tenant's contractors, or any persons acting under or through Tenant. Landlord shall indemnify Tenant in the manner elsewhere provided in this Lease from any breach of the representation in the first sentence of this Section 4.4 and from any release of Hazardous Substances caused by Landlord, its agents or contractors which is in violation of applicable law. The foregoing indemnity shall survive the expiration or earlier termination of this Lease.

ARTICLE V

TENANT'S ADDITIONAL COVENANTS

        5.1     MAINTENANCE AND REPAIR     

        Except for damage by fire or casualty and the effects of normal or reasonable wear and tear, Tenant shall at all times keep the Premises clean, neat and in as good repair, order and condition as the same are at the beginning of the Term or may be put in thereafter. The foregoing shall include without limitation Tenant's obligation to maintain floors and floor coverings, to paint and repair walls and doors, to replace and repair ceiling tiles, interior glass (and exterior glass if such damage or repair is necessitated by the Tenant's negligence or willful misconduct), lights and light fixtures and drains, and clean the Premises to the extent Landlord is not obligated to perform such cleaning pursuant to Exhibit C-1 .

        5.2     USE, WASTE AND NUISANCE     

        Throughout the Term, Tenant shall use the Premises for the Permitted Uses only, and shall not use the Premises for any other purpose. Tenant shall not injure, overload, deface or commit waste in the Premises or any part of the improvement on the Land, nor permit the emission therefrom of any objectionable noise, light or odor, nor use or permit any use of the Premises which is improper, offensive, contrary to law or ordinance or which is liable to invalidate or increase the premium for any insurance on the Building or its contents or which is liable to render necessary any alterations or additions in the Building, nor obstruct in any manner any portion of the Building. If Tenant's use of the Premises results in an increase in the premium for any insurance on the Building or the contents thereof (or would result in such an increase if the Landlord were not self-insuring), Landlord shall notify Tenant of such increase and Tenant shall pay same as Additional Rent.

        Tenant shall not without Landlord's prior written consent keep, store, or use any substances or materials designated as, or containing components now or hereafter designated as, hazardous, dangerous, toxic or harmful and/or subject to regulation under any federal, state or local law, regulation

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or ordinance (" Hazardous Substances ") in, on, under or about the Premises or Building except for ordinary cleaning and office supplies used, stored and disposed of in accordance with applicable law. With respect to any Hazardous Substance kept, stored or used with Landlord's consent, Tenant shall: (i) not permit any such Hazardous Substance to escape, be released, or be disposed of in, or about the Premises, Building, or Land, (ii) promptly, timely and completely comply with all federal, state or local governmental requirements concerning such Hazardous Substances, including without limitation, use, sale, transportation, generation, treatment, disposal, reporting and record keeping, and (iii) within five (5) Business Days of Landlord's request, provide evidence satisfactory to Landlord of Tenant's compliance with all applicable federal, state or local laws, regulations or ordinances. Without limitation, Hazardous Substances shall include those described in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §9601 et seq., the Resource Conservation and Recovery Act, as amended, 42 U.S.C. §6901 et seq., the Massachusetts Hazardous Waste Management Act, as amended, M.G.L. Chapter 21C, and the Massachusetts Oil and Hazardous Material Release Prevention Act, as amended, M.G.L. Chapter 21E, and the regulations adopted under these acts. In addition, Tenant shall execute affidavits, representations and the like from time to time at Landlord's request concerning Tenant's best knowledge and belief regarding the presence of Hazardous Substances on the Premises.

        If any governmental agency shall ever require testing to ascertain whether or not there has been any release of Hazardous Substances, then the reasonable costs thereof shall be reimbursed by Tenant to Landlord upon demand as Additional Rent if such requirement is the result of Tenant's acts, omissions or improvements. Any and all costs incurred by Landlord in connection with Landlord's monitoring of Tenant's compliance with this Section 5.2 , including Landlord's reasonable attorneys' fees and costs, shall be Additional Rent and shall be due and payable to Landlord within ten (10) days of Landlord's demand. Tenant shall be fully and completely liable to Landlord (either with or without negligence) for any and all cleanup costs and expenses and any and all other charges, expenses, fees, fines, penalties (both civil and criminal) and costs imposed with respect to Tenant's use, disposal, transportation, generation and/or sale of, or Tenant's causing or permitting the escape, disposal or release, of any biologically or chemically active or other Hazardous Substance. In all events, Tenant shall indemnify Landlord as provided in Section 5.5 from any release of Hazardous Substances in the Premises occurring while Tenant is in possession, or elsewhere if caused by Tenant or persons acting under Tenant. The provisions of this Section 5.2 shall survive the expiration or earlier termination of this Lease.

        5.3     COMPLIANCE WITH LAW     

        Tenant shall use the Premises only as permitted under federal, state, and local laws, regulations and orders applicable from time to time, including without limitation municipal by-laws, land use and zoning laws, environmental laws and regulations (as set forth in Section 5.2 above) and occupational health and safety laws, and shall procure all approvals, licenses and permits necessary therefor (other than a certificate of occupancy), in each case giving Landlord true and complete copies of the same and all applications therefor. Tenant shall promptly comply with all present and future laws applicable to Tenant's particular use of the Premises or Tenant's signs thereon, foreseen or unforeseen, and whether or not the same necessitate structural or other changes or improvements to the Premises or interfere with its particular use and enjoyment of the Premises, and shall comply with all requirements reasonable in light of the use Tenant is making of the Premises of insurance inspection or rating bureaus having jurisdiction. If Tenant's use of the Premises results in any increase in the premium for any insurance carried by Landlord, then upon Landlord's notice to Tenant of such increase Tenant shall pay the same to Landlord within sixty (60) days after demand as Additional Rent. Except as otherwise expressly provided in this Lease, Tenant shall bear the sole risk of all present or future laws affecting the Premises or appurtenances thereto, and Landlord shall not be liable for (nor suffer any reduction in any rent on account of) any interruption, impairment or prohibition affecting the Premises or

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Tenant's use thereof resulting from the enforcement of laws. Notwithstanding the foregoing but subject to Section 2.6.3 , nothing in this Section 5.3 shall be construed as requiring Tenant to be responsible for any legal requirements applicable to the structural portions of the Premises, Building systems and fire or life safety systems (whether located within or outside of the Premises), any restrooms within the Building (other than restrooms constructed by or at the special request of Tenant) or the mechanical, electrical or HVAC systems outside the Premises (unless installed at the special request of Tenant) unless the failure to comply with any such legal requirements is caused by Tenant.

        To Landlord's actual knowledge, Landlord has not received any written notice of any violation of (but upon receipt of any such written notice of violation and subject to Section 2.6.3 , Landlord will take commercially reasonable efforts to comply or cause the compliance with) any applicable zoning, fire codes, and other federal, state, and local rules, regulations, law statutes, and ordinances, including, but not limited to, the Americans with Disabilities Act with respect to the Building and Land but specifically excluding the Premises.

        5.4     RULES AND REGULATIONS     

        Tenant shall conform to all reasonable non-discriminatory rules and regulations now or hereafter promulgated from time to time by Landlord for the care and use of the Premises and the Building and the parking areas and facilities serving the Building, including but not limited to rules and regulations relating to the conservation of energy and the initial Rules and Regulations set forth at www.hobbsbrook.com . In no event may Landlord's rules and regulations derogate from Tenant's rights under this Lease (such rights to be interpreted consistently with standards for a first-class suburban office building in Boston, Massachusetts).

        Landlord agrees to reasonably consider Tenant's reasonable requests with respect to any proposed security plan for the Building and the Hobbs Brook Office Park, except that Landlord agrees that any security plan implemented in the Building shall be comparable to security plans for other first-class, multi-tenant office buildings in the Boston, Massachusetts "Metro-West" area, and shall include closed circuit television monitoring of and roving security patrols in the Hobbs Brook Office Park on a twenty-four hour basis, an escort service for Tenant's employees to their automobiles after the Hours of Operation, and a main lobby desk in the Building that will include adequate security equipment, including a phone and security monitoring equipment and sign-in procedures for visitors and identification cards for tenants of the Building. Landlord may make reasonable changes to any security plan for the Building from time to time, provided that such modified security plan shall be comparable to security plans for other first-class, multi-tenant office buildings in the Boston, Massachusetts "Metro-West" area.

        5.5     INDEMNIFICATION AND INSURANCE     

        5.5.1     INDEMNIFICATION.     Tenant shall save Landlord, its mortgagees and its direct and indirect owners, and the managers, directors, officers, trustees, agents, employees, property management companies, attorneys, and independent contractors of any of the foregoing (collectively, the " Indemnitees ") harmless and indemnified (and shall defend the Indemnitees with counsel reasonably approved by the Indemnitees) against any claim, loss or cost, whether in law or equity, and/or arising in whole or in part out of any injury, loss, theft or damage to any person or property while on or in the Premises, or out of any condition within the Premises, to the extent not due to the negligence or willful misconduct of the Indemnitees, and to any person or property anywhere occasioned by any act, omission, neglect or default of Tenant or of employees, agents, managers, officers, directors, members, trustees, independent contractors or invitees of Tenant or any person acting under Tenant. In addition to the foregoing, if any person not a party to this Lease shall institute any other types of action against Tenant in which Indemnitees involuntarily and/or without cause, shall be made a party defendant(s), then Tenant shall indemnify, hold harmless and defend indemnitees (with counsel reasonably approved by Indemnitees) from all

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liabilities by reason thereof. This indemnity shall not require payment as a condition precedent to recovery. Tenant shall pay all costs and expenses including reasonable attorneys' fees associated with enforcement of the provisions of this Section 5.5.1 .

        Landlord shall save Tenant, its directors, managers, officers, trustees, agents, and employees (collectively, the " Tenant Indemnitees ") harmless and indemnified (and shall defend the Tenant Indemnitees with counsel reasonably approved by the Tenant Indemnitees) against any claim, loss or cost, whether in law or equity, arising out of any injury, loss, theft or damage to any person or property while on or in the Premises or the common areas of the Building, if due to the negligence or willful misconduct of the Landlord or any Indemnitees.

        The provisions of this Section 5.5.1 shall survive the expiration or earlier termination of this Lease.

        5.5.2     INSURANCE     Throughout the Term (and such further time as Tenant or any person claiming through Tenant occupies any part of the Premises) Tenant shall maintain in a responsible company or companies licensed in the state in which the Building is located and approved by Landlord, commercial liability insurance in form reasonably satisfactory to Landlord, written on an occurrence basis, insuring Landlord, its managing agent and its lenders as additional insureds, and Tenant, as their respective interests may appear, against all claims, demands or actions for injury, death, and property damage in amounts not less than those specified in Section 1.1 (as such amounts may, from time to time, be reasonably increased by Landlord; provided that any such increases shall not be in excess of increases required for comparable tenants in the Hobbs Brook Office Park). All insurance to be maintained by Tenant under this Section 5.5.2 shall provide that it will not be subject to cancellation, termination, or change except after at least thirty (30) days' prior written notice to the Indemnitees and other parties designated by Landlord. The policy or policies or a duly executed Evidence of Insurance (ACCORD Form 27) for the same (together with satisfactory evidence of the payment of the premium thereon if requested by Landlord) shall be deposited with Landlord and other parties designated by Landlord at the beginning of the Term and, upon renewals of such policies, not less than thirty (30) days prior to the expiration of the term of such coverage. If Tenant fails to comply with any of the foregoing requirements, within thirty (30) days after notice to Tenant of such failure Landlord may obtain such insurance on behalf of Tenant and may keep the same in effect, and Tenant shall pay Landlord, as Additional Rent, the premium cost thereof upon demand. Landlord's ability to pursue claims with respect to Tenant's insurance described in this Section 5.5.2 shall survive the expiration of the Term or earlier termination of this Lease.

        5.6     TENANT'S PROPERTY     

        All furnishings, fixtures, equipment, effects and property of Tenant and of all persons claiming through Tenant which from time to time may be on the Premises or elsewhere in the Building or in transit thereto or therefrom shall be at the sole risk of Tenant and shall be kept insured by Tenant throughout the term at Tenant's expense and in prudent amounts, and if the whole or any part thereof shall be destroyed or damaged by fire, explosion, water leakage, rupture of water pipes or other Building equipment or facilities, or resulting from dampness, or by theft or from any other cause whatsoever in the Building, no part of said loss or damage is to be charged to or be borne by Landlord. The parties acknowledge that damage or destruction may result from acts of cleaning personnel and employees of other independent contractors of Landlord working in and around the Premises and that Tenant shall bear the risk and cost thereof unless Landlord has been grossly negligent in the selection or retention of such persons. The foregoing shall not serve as a waiver or release of any claims that Tenant may have directly against any such third-party persons or companies responsible for such damage, loss or destruction.

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        5.7     ENTRY FOR REPAIRS AND INSPECTIONS     

        Tenant shall permit Landlord and its agents to enter and examine the Premises at reasonable times and upon reasonable advance notice (except in case of emergency) and, if Landlord shall so elect, to make any repairs or replacements Landlord may deem necessary or desirable, to remove at Tenant's expense any alterations, additions, signs or the like not consented to in writing, and to show the Premises to prospective tenants during the nine (9) months preceding the expiration of the Term and to prospective purchasers and mortgagees at all times. In case of an emergency in the Premises or in the Building, Landlord or its representative may enter the Premises (forcibly, if necessary) at any time to take such measures as may be needed to deal with such emergency.

        5.8     ASSIGNMENT, SUBLETTING     

        Tenant, voluntary or involuntarily, shall not assign this Lease, or sublet, license, mortgage or otherwise encumber or convey the Premises or any portion thereof, or permit the occupancy of all or any portion of the Premises other than by the Tenant (all or any of the foregoing actions are referred to as " Transfers ") and all or any of assignees, transferees, licensees, and other such parties are referred to as " Transferees ") without obtaining, on each occasion, the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Any Transfer without such consent shall be null and void and of no effect whatsoever. Notwithstanding the provisions of this Section 5.8, this Lease may be assigned, or the Premises may be sublet, in whole or in part, after prior notice to Landlord but without consent of the Landlord and without any termination right of the Landlord being applicable thereto, (i) to any corporation or other entity into or with which Tenant may be merged or consolidated or to any corporation or entity to which all or substantially all of the Tenant's assets will be transferred, or (ii) to any corporation which is an affiliate, subsidiary, parent or successor of Tenant, provided in all such cases the surviving corporation or entity (which, in the event of a merger, shall mean the combined post-merger entity) shall provide reasonable evidence that it has a creditworthiness at least equal to the net worth of Tenant as of the date of this Lease (which, with respect to an affiliate or subsidiary of Tenant, shall mean the creditworthiness of such Transferee either on its own or in combination with Tenant so long as Tenant remains liable under this Lease pursuant to the terms hereof) and shall agree in writing with the Landlord to be bound by all of the terms and conditions of this Lease (all of the foregoing being referred to as a (" Permitted Transfer "). Landlord will not be unreasonable in withholding its consent to a Transfer to any of the following: (i) a tenant in the Building; (ii) any party with whom Landlord or any affiliate of Landlord is then negotiating with respect to space in the Building; or (iii) any party which would be of such type, character or condition as to be inappropriate, in Landlord's reasonable judgment, as a tenant for a first class office building. Tenant's request for consent to a Transfer shall include a copy of the proposed Transfer instrument together with a statement of the proposed Transfer in detail satisfactory to Landlord, together with reasonably detailed financial, business and other information about the proposed Transferee. If Tenant makes a Transfer hereunder, and if the aggregate rent and other charges payable to Tenant under and in connection with such Transfer (including without limitation any amounts paid for leasehold improvements or on account of Tenant's costs associated with such Transfer) exceed the sum of (x) Rent and other charges paid hereunder with respect to the space in question and (y) Tenant's reasonable out-of-pocket costs to procure the Transfer (including without limitation tenant improvement costs, attorneys' fees, brokers' commissions, tenant allowances, free rent allowances and costs paid to Landlord) amortized on a straight-line basis over the Term of the Transfer, Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of the amount of such excess. If the amount of rent and other charges payable under a Transfer is not readily ascertainable, then Landlord and Tenant shall mutually and reasonably agree upon the amount of such rent and other charges.

        Tenant shall pay to Landlord, as Additional Rent, Landlord's reasonable legal fees and other expenses incurred in connection with any proposed Transfer, including fees for review of documents and investigations of proposed Transferees (provided, however, that such fees and expenses shall not

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exceed Two Thousand Dollars ($2,000) for any single proposed Transfer). Notwithstanding any such Transfer, the original Tenant named herein shall remain directly and primarily obligated under this Lease.

        If Tenant enters into any Transfer including a Permitted Transfer with respect to the Premises (or any part thereof), such Transferee shall be liable, jointly and severally, with Tenant, to the extent of the obligation undertaken by or attributable to such Transferee, for the performance of Tenant's agreements under this Lease (including payment of Rent under the Transfer), and every Transfer shall so provide, without relieving or modifying Tenant's liability hereunder. The foregoing provision shall be self-operative, but in confirmation thereof, such Transferee shall execute and deliver such instruments as may be reasonably required by Landlord to acknowledge such liability. Landlord may, after a default by Tenant under this Lease that continues after the expiration of applica