Standard Office Lease Agreement

EXHIBIT 10.50

[ * ] DENOTES EXPURGATED INFORMATION

BOSTON DESIGN CENTER

Standard Office Lease Agreement

     THIS LEASE AGREEMENT (the “Lease”) is made and entered into as of March 24, 2006, by and between Boston Design Center LLC, a Delaware limited liability company (herein called the “Landlord”), which expression shall include its successors and assigns where the context so admits, whose address is One Design Center Place, Suite 337, Boston, Massachusetts 02210 and Boston Beer Corporation, a Massachusetts corporation (herein called the “Tenant”, whether one or more) whose address is: 75 Arlington Street, Boston, Massachusetts 02116 and whose telephone number is: 617-368-5000. If there shall be more than one Tenant, their obligations hereunder shall be joint and several. As used in this Lease, the terms set forth in Articles I and VIII of this Lease shall have the respective meanings indicated in such Articles.

Subject to all of the terms and conditions of this Lease, and in consideration of the covenants and obligations contained in this Lease, Landlord and Tenant agree as follows:

ARTICLE I
BASIC LEASE INFORMATION

Leased Premises shall mean Spaces No. 828, 835 and 840 in the Building, as outlined or marked on the floor plan of the Building attached to this Lease as Exhibit A, the useable square feet of which premises are measured from the exterior face of the exterior building to the exterior face of the glass storefront frame and from the center of each demising wall forming the perimeter of the Leased Premises.

Lease Term shall mean a term beginning on the Commencement Date and continuing in full force and effect for one hundred and twenty-four (124) months thereafter.

Commencement Date shall mean October 1, 2006.

Base Rental shall mean the rental payments as outlined in Exhibit D.

Permitted Use shall mean office use by a company engaged in the manufacture, marketing and sale of alcoholic beverages and/or general office use and for no other use or purpose. Provided, however, that in no event will the Leased Premises be used for any purpose not permitted under the Prime Lease referred to in Article 8.1 hereof.

Rentable Area is hereby stipulated for all purposes to be 30,938 rentable square feet (“Leased Premises Area”) with respect to the Leased Premises and 539,448 rentable square feet (“Building Area”) with respect to the Building (which includes the Leased Premises), as the same may be appropriately adjusted by Landlord in the event that any part of the Building is demolished or expanded.

[ * ] Indicates that information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Tenant’s Proportionate Share shall mean a fraction, the numerator of which is the Leased Premises Area and the denominator of which is the Building Area of the Building. The parties hereto stipulate and agree that Tenant’s Proportionate Share is 5.735%. The parties hereto further stipulate and agree that Tenant’s Proportionate Share of Operating Costs shall be deemed a separately enumerated amount for purposes of the Prime Lease, particularly, but without limitation, for purposes of Exhibit D of the Prime Lease.

Security Deposit shall mean $[ * ] cash.

Broker shall mean GVA Thompson Doyle Hennessey and Stevens and NAI Hunneman.

Guarantor shall mean [ * ].

Initial Limits for Tenant’s Comprehensive General Liability Insurance: $[ * ] single combined limit.

ARTICLE II

Section 2.1. Leased Premises and Term. Landlord does hereby lease, demise and let to Tenant and Tenant does hereby lease and take from Landlord the Leased Premises for a term beginning on the Commencement Date and continuing in full force and effect for the Lease Term, unless this Lease is terminated earlier pursuant to the provisions hereof. The Leased Premises are demised hereby, “AS IS”, except only as noted in paragraph E of Exhibit E of this Lease, and subject to all easements, restrictions, agreements of record, mortgages and deeds of trust, zoning and building laws, and the terms and provisions of the Prime Lease (as hereinafter defined), including, but not limited to, the provisions of the Prime Lease relating to employment and non-discrimination, which provisions are set forth on Exhibit C to this Lease, together with the right to use common walkways, loading bays, elevators and bathrooms in a manner and to an extent consistent with the general use of such common facilities by other tenants . If and to the extent that such provisions shall be changed or modified as a result of any change imposed upon Landlord by the landlord under the Prime Lease (“Prime Lessor”), Tenant shall be given notice of such change and Tenant agrees to comply with any such changed provision. Except as herein expressly set forth to the contrary, Landlord shall have no obligation to perform any work to the Leased Premises or Building to ready same for Tenant’s use or occupancy and Tenant is deemed to have accepted the Leased Premises in their condition on the date hereof, except for Landlord’s Work as noted in Paragraph E of Exhibit E. Upon accepting possession of the Leased Premises, Tenant shall be deemed to have acknowledged that the same comply fully with Landlord’s covenants and obligations hereunder, except for Landlord’s Work as noted in Paragraph E of Exhibit E. Landlord agrees that no amendment to the Prime Lease shall prohibit the Permitted Use, and in such instance, Tenant shall have the right to terminate this Lease upon thirty (30) days notice to Landlord effective on or after the date the Permitted Use is actually prohibited.

Landlord specifically excepts and reserves to itself the use of the roof, the exterior portions of the Leased Premises other than the storefront, and such areas within the Leased Premises required for

[ * ] Indicates that information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

installation, maintenance, replacement and repair of utility lines and other installations required to service other tenants of the Building from time to time during the Lease Term, it being agreed that such utility lines and other installations upon completion shall not materially interfere with Tenant’s general use and occupancy of the Leased Premises consistent with this Lease without Tenant’s specific consent. No rights are conferred on Tenant, and Landlord specifically excepts and reserves to itself, unless otherwise specifically provided, all rights to the land and improvements below the floor level of the Leased Premises and to the air rights above the Leased Premises and to the land and improvements located on and within the common areas.

Section 2.2. Use. The Leased Premises shall be used and occupied by Tenant solely for the Permitted Use and for no other purpose. Tenant shall not use the Leased Premises or allow the Leased Premises to be used in any manner which materially obstructs or materially interferes with the rights of other tenants of the Building or injures or annoys such tenants, and Tenant shall not cause, maintain or permit any nuisance in, on or about the Leased Premises or the Building or permit or suffer to be committed any defacement, injury or waste to, in, on or about the Leased Premises or the Building.

Section 2.3. Base Rental. Tenant agrees to pay the Base Rental to Landlord for each year during the Lease Term as herein provided. Base Rental for the first month of the Lease Term shall be due and payable on the Commencement Date of this Lease, and Base Rental for each and every month during the Lease Term shall be due and payable in advance on the first day of the month. If the Commencement Date is a day other than the first day of a calendar month or in the event this Lease terminates on such other than the last day of a calendar month, then Base Rental for each month or months shall be prorated and the installment or installments so prorated shall be paid in advance. In the event that Tenant fails to make any payment of Base Rental or any other amount payable to Landlord hereunder within five (5) days after the date such payment becomes due and payable, after five (5) days prior notice to Tenant a late charge in an amount of $45.00 shall also become due and payable to Landlord by Tenant, such late charge being for Landlord’s administrative and other costs and is in addition to and cumulative with any other rights and remedies which Landlord may have hereunder with regard to the failure of Tenant to make any payment of Base Rental or any other sum due hereunder.

Section 2.4. Tenant’s Proportionate Share of Operating Costs. Commencing [ * ], in addition to the payment of Base Rental, Tenant shall pay to Landlord Tenant’s Proportionate Share of Operating Costs (as defined in Article VIII of this lease and subject to the base year considerations noted in Exhibit E of this Lease) in accordance with the following provisions:

(a)    Tenant shall pay to Landlord, either (i) in the form of a lump sum payment due and payable in arrears upon five (5) days of demand by Landlord or (ii) in monthly installments of 1/12th each on a monthly basis contemporaneously with the payment of Base Rental, as Landlord may from time to time elect, an amount reasonably estimated by Landlord to be Tenant’s Proportionate Share of all Operating Costs for each calendar year or portion thereof during the term of this Lease.

[ * ] Indicates that information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

(b)    If at any time Landlord shall have reasonable grounds to believe that the amount of actual Operating Costs incurred and to be incurred will vary from such estimates, then Landlord reserves the right to revise such estimates accordingly. Upon any such revision, Landlord shall notify Tenant of the revised amount, which notice shall include reasonable backup for the revision, and at Landlord’s election, either (i) Landlord may require Tenant to make a lump sum payment to Landlord in an amount equal to such revision in arrears or (ii) the monthly payments due and payable to Landlord by Tenant under this Section shall be increased to an amount which will amortize such revised estimate over the remainder of the calendar year in which any such revision is made by Landlord.

(c)    Within ninety (90) days after the end of any calendar year during which such payments were made by Tenant, a lump sum payment (or credit against the next succeeding installments of Additional Rent, if any, in case of amounts owed by Landlord to Tenant) shall be made from Tenant to Landlord or from Landlord to Tenant, as the case may be, so that Tenant shall have paid to Landlord only Tenant’s Proportionate Share of Operating Costs for the previous calendar year and no more or less, which obligation to make such reconciliation payment shall survive the termination of this Lease.

(d)    If the Commencement Date is a day other than the first day of a calendar month or if this Lease terminates on other than the last day of a calendar month, then the amounts due and owing by Tenant to Landlord under this Section shall be prorated accordingly. Upon written request made by Tenant within sixty (60) days after the end of any calendar year during which such payments were made by Tenant, Landlord shall furnish to Tenant a statement reflecting actual Operating Costs for the previous calendar year, with appropriate backup, if requested.

Section 2.5. Separately Metered Utilities and Utility Usage. Tenant shall pay upon demand or receipt of an invoice all amounts due and owing with respect to utilities furnished to the Leased Premises which may, from time to time, be separately measured or reasonably estimated by a licensed engineer selected by Landlord, and charged to the Tenant by Landlord, or by any public utility as may furnish such utilities to the Leased Premises. If it has not already done so, Landlord may, at Tenant’s sole cost and expense, cause the installation of all facilities necessary to separately meter electrical usage within the Leased Premises (the costs and expenses incurred with respect to such installment to be due and payable by Tenant to Landlord as Additional Rent upon demand), and Tenant shall pay to Landlord or, at the election of Landlord, to the applicable public utility, promptly upon receipt of any invoice, all charges for electrical usage within the Leased Premises. In the event of separate metering or measurement as aforesaid, any sums previously included in Additional Rent as determined by Landlord on account of such utilities shall be equitably adjusted. Unless and until the electricity for the Leased Premises is either separately metered and separately paid for by Tenant or the charge electricity is re-estimated by Landlord, Tenant shall pay to Landlord $[ * ] ] on the first of each month during the Lease Term as a contribution toward electrical charges. Within ninety (90) days after the end of any calendar year during which such estimated payments to Landlord were made by Tenant, Landlord shall determine the actual amount allocable to Tenant for the previous calendar year and provide Tenant reasonable evidence of same,

[ * ] Indicates that information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

and a lump sum payment (or credit against the next succeeding installments of Additional Rent, if any, in case of amounts owed by Landlord to Tenant) shall be made from Tenant to Landlord or from Landlord to Tenant, as the case may be, so that Tenant shall have paid to Landlord such actual amount (vs. estimated amount) allocable to the previous calendar year and no more or less, which obligation to make such reconciliation payment shall survive the termination of this Lease.

Section 2.6. Additional Rent; Payments. All sums of money due and payable by Tenant to Landlord under the terms of this Lease in addition to the Base Rental shall constitute additional rent (“Additional Rent”) hereunder for the purposes of the collection thereof. Landlord shall have the same remedies for default in the payment of Additional Rent as are available to Landlord in the case of a default in the payment of Base Rental. Base Rental and/or Additional Rent are sometimes referred to as “rent.” All rent shall be paid (i) by an “electronic funds transfer” system arranged by and among Tenant, Tenant’s bank and Landlord with Tenant submitting to Landlord at the time Tenant executes and delivers this Lease to Landlord a completed electronic fund transfer form as set forth in Exhibit F, or (ii) at Landlord’s election exercised by written notice to Tenant, by check drawn on good and immediately available funds at Landlord’s address as provided herein (or at such other address as may be designated by Landlord from time to time). Tenant agrees to pay all rent under this Lease at the times and in the manner herein provided, without demand, counterclaim or set-off. At Landlord’s option, and without causing a default in Tenant’s payment of Base Rent paid or payable hereunder thereby, all or any portion of the rent may be considered paid as reimbursement of Operating Costs.

ARTICLE III

Section 3.1. Utilities. Landlord shall use reasonable efforts to furnish or cause public utilities to furnish electricity to the Leased Premises and water for the Leased Premises as provided in Paragraph P of Exhibit E of this Lease and to the Building to the extent and in such manner as is reasonably deemed by Landlord to be adequate for Tenant’s use and occupancy of the Leased Premises. Tenant shall be responsible to connect with electrical service at Landlord’s electrical room and to provide all equipment for such connections including transformers and distribution therefrom to the Leased Premises, subject to Landlord’s prior approval of all such work and compliance by Tenant with the requirements of Section 4.2.

Section 3.2. Services to be Furnished by Landlord to Tenant. Landlord shall furnish or cause to be furnished to Tenant during the Lease Term:

     (a)    Central heating and air conditioning to the Leased Premises (to the extent that equipment therefor has been provided by Landlord or Tenant at the Leased Premises) and enclosed public areas of the Building in season;

     (b)    Non-exclusive passenger elevator service and non-exclusive freight elevator service;

[ * ] Indicates that information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

     (c)    Maintenance and repair of the roof, exterior walls and other public areas of the Building and Project, and electric lighting service for all public areas of the Building and the Project;

     (d)    Janitorial service for the corridors and other public areas of the Building; and

     (e)    Public toilets and restrooms and public drinking fountains.

Except as specified above, such services shall be provided during normal business hours reasonably established by Landlord from time to time (“Normal Business Hours”), at such locations, in such manner and to the extent deemed by Landlord to be adequate for the use and occupancy of the Building, with due regard for the prudent control of energy.

Section 3.3. Landlord’s Failure to Provide Utilities or Services. Failure by Landlord to any extent to furnish or cause to be furnished the utilities or services described in Sections 3.1 and 3.2, or any cessation or interruption thereof, resulting from causes beyond Landlord’s reasonable control, including without limitation mechanical breakdown, overhaul or repair of equipment, strikes, riots, acts of God, shortages of labor or material, or governmental laws, regulations or restrictions or any other similar causes shall not render the Landlord liable in any respect for damages to either person or property, be construed as an eviction of Tenant, result in an abatement of rent or relieve Tenant from its obligation to perform or observe any covenant or agreement contained in this Lease provided, however, that if any such cessation or interruption shall result from the negligence or willful misconduct of Landlord, (i) Landlord shall use all reasonable efforts to restore such utilities or service and (ii) if such service is not restored within 3 business days after Landlord’s receipt of Tenant’s notice thereof, Tenant shall be entitled to a reasonable abatement of Base Rental and Additional Rent for the duration of the period of time that the service remains unavailable based on all the attendant circumstances.

Section 3.4. Peaceful Enjoyment. Subject to the other terms of this Lease, Landlord covenants that Tenant shall and may peacefully have, hold and enjoy the Leased Premises for the Lease Term free of any claims by any party claiming by, through or under Landlord, provided that Tenant pays the rent to be paid by Tenant under this Lease and performs all of Tenant’s covenants and agreements herein contained.

ARTICLE IV

Section 4.1. Operation. Tenant shall operate the Leased Premises only for the Permitted Use, consistent with the terms of this Lease.

Section 4.2 Alterations, Improvements and Additions.

     (a)    Commencing after the date that Landlord completes the installation of the new windows as noted in Paragraph E of Exhibit E, Tenant shall be obligated to repair any glass in the

[ * ] Indicates that information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

windows that may be broken and take such actions, if any, as are necessary to cause the Leased Premises and any existing alterations and improvements to comply with the requirements set forth in subsection (f) of this Section 4.2, and furnish, equip and improve the Leased Premises with partitions, lighting fixtures, HVAC equipment and ducting (to the extent not required hereunder to be provided by Landlord), including any needed for Tenant’s computer room, wall and floor coverings, paintings, and other interior decoration suitable for a professional office and of a quality and design consistent with the standards generally observed by Landlord and by the other tenants of the Building, to the extent necessary or appropriate for the proper operation of the Leased Premises for the Permitted Use, all subject to any construction work of Landlord then being undertaken, which shall not be interfered with. Said standards are currently contained in the Tenant Design & Construction Guide issued by Landlord (receipt of which Tenant acknowledges), as from time to time modified or replaced (the “Tenant Design & Construction Guide”). Prior to the commencement of any such work, Tenant shall submit to Landlord for its written approval detailed plans and specifications and the names of all major contractors providing for the initial furnishing, equipping and improving or for altering of the Leased Premises. Landlord’s approval shall not unreasonably be withheld as to non-structural items which are not visible from the exterior of the Leased Premises or any corridor. Any further alterations, improvements or additions to the Leased Premises (including constructing partitions, installing light fixtures or painting or use of any mastic, solvents or other materials that may give off offensive or noxious fumes) shall be done only after reasonable advance written notice to Landlord describing the same in detail and if Landlord shall so demand in writing, only after submission of plans and specifications as aforesaid and after obtaining prior written approval, which approval by Landlord shall not unreasonably be withheld, conditioned or delayed as to non-structural items which are not visible from the exterior of the Leased Premises or corridor.

     (b)    Any and all furnishing, equipping or improving of or other alteration, improvement or addition to the Leased Premises shall be:

              (i)    made and kept at the Leased Premises at Tenant’s sole cost, risk, and expense;

              (ii)    performed in a prompt, good and workmanlike manner with labor and materials of such quality as Landlord may reasonably require in full compliance with Landlord’s requirements and with the Tenant Design & Construction Guide, as then in effect, and with all applicable governmental laws, statutes, codes, rules and regulations and rules and regulations of Landlord’s insurers, and, after Tenant has obtained, at Tenant’s sole cost and expense, all required governmental permits, consents and approvals;

              (iii)    constructed in accordance with plans and specifications approved in writing by Landlord prior to the commencement of any such work (which approval shall not unreasonably be withheld in the case of non-structural work which is not visible from the exterior of the Leased Premises or any corridor);

[ * ] Indicates that information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

              (iv)    Prosecuted diligently and continuously to completion so as to minimize interference with the normal business operations of other tenants in the Building, the performance of Landlord’s obligations under this Lease or any mortgage or underlying lease covering or affecting all or any part of the Building or the land upon which the Building is situated and any work being done by contractors engaged by Landlord with respect to or in connection with the Building; and

              (v)    performed by contractors approved in writing by Landlord (which approval shall not unreasonably be withheld) and if requested by Landlord all such contractors and work shall be bonded in a manner reasonably satisfactory to Landlord.

     (c)    Any and all alterations, improvements and additions to the Leased Premises shall constitute a part of the Leased Premises. All alterations, improvements and additions constructed by Landlord, shall be, and remain, the property of Landlord. All alterations, improvements and additions constructed by Tenant shall remain the property of Landlord at the end of the term of this Lease. Tenant shall be entitled to the exclusive right to depreciate and amortize any alterations or improvements that it constructs at its sole cost and take investment tax credits with respect thereto. Tenant shall have no (and hereby waives all) other rights to payment or compensation for such alteration, improvement or addition to the Leased Premises.

     (d)    any alterations, improvements or additions (including, without limitation, signage) which are visible from the exterior of the Building or any corridor are subject to removal or change, at Landlord’s reasonable discretion, at any time notwithstanding approval by Landlord of plans and specifications therefor.

     (e)    no sign may be installed or maintained by Tenant at the Leased Premises except with the prior written consent of Landlord and in accordance with rules and regulations therefore adopted from time to time by Landlord. In addition to usual tenant signage in the first floor lobby and on the entrance to the tenant’s space, and subject to Landlord’s approval which shall not be unreasonably delayed, withheld or conditioned, Tenant shall be permitted to install and maintain signage of not less than four square feet at the front elevator lobby of the eighth floor.

     (f)    all alterations, additions and/or improvements shall be made in such a manner as (1) will not at any point in the Leased Premises separate all or any portion of the pipes from the remainder of the space, whether by creation of a full or partial wall or otherwise, (2) will not restrict airflow or heat to any pipes along or near exterior walls or thermostats associated with any heating systems for all or any portion of the Building or Leased Premises, and (3) shall provide access panels in sufficient number and location to allow for reasonable, direct access to windows, control valves, switches, thermostats and the like for the purposes of testing, repair and replacement.

     (g) no approval which may be given by Landlord to Tenant pursuant to this Lease, if any, shall (i) constitute an approval (or even be deemed to have confirmed Landlord’s review) with respect to compliance with any codes, building laws or other governmental requirements or (ii)

     [ * ] Indicates that information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

relieve Tenant of any of its obligations in the immediately preceding clause (f) or as set forth elsewhere in this Lease.

Section 4.3. Maintenance and Repairs. Subject to reasonable wear and use, having in mind good maintenance practices, damage by fire or other insured casualty not due to the negligence, act, omission or default of Tenant and for which proceeds sufficient for restoration are paid to Landlord only excepted, Tenant shall maintain the Leased Premises, all plate glass and all Trade Fixtures (as defined in Section 8.1 hereof) and other improvements situated therein in first class, clean and safe condition. Further, Tenant shall (i) maintain and repair all windows and window panes (whether single glazed, double glazed or otherwise) for the leased Premises from and after the date that Landlord completes Landlord’s Work as noted in Paragraph E of Exhibit E and maintain and repair all heating, ventilating and air conditioning equipment and sprinkler heads and pipes exclusively serving , the Leased Premises in first class order and condition and shall maintain the usual service contract with respect thereto, furnishing evidence thereof (including renewals) to Landlord upon request, and (ii) repair or replace any damage to the Building, or any part thereof, caused by Tenant or Tenant’s agents, contractors, licensees, employees, customers or invitees. All such repair or replacement shall be performed in accordance with the conditions set forth in Sections 4.2(b) (i), (ii), (iii), (iv) and (v). In the event of a conflict between this Section 4.3 and Section 5.2 with respect to repair obligations, this Section 4.3 shall prevail.

Section 4.4. Trade Fixtures. Landlord and Tenant agree that all Trade Fixtures in the Leased Premises as defined in Section 8.1 shall be and remain the property of Tenant and, so long as Tenant is not in default hereunder, may be removed by Tenant prior to or upon the expiration of the Lease Term and shall be removed at the request of the Landlord. Tenant shall at its sole cost and expense repair any damage caused by such removal and restore the Leased Premises to such condition as existed prior to the installation of such Trade Fixtures, ordinary wear and tear excepted. Any such repair and restoration shall be performed in accordance with the conditions set forth in Sections 4.2(b) (i), (ii), (iv) and (v). Any Trade Fixtures which are not removed from the Leased Premises shall at Landlord’s election become the property of Landlord or Landlord may remove and dispose of the same, at Tenant’s cost, without necessity of further notice to Tenant. Tenant shall have no (and hereby waives all) rights to payment or compensation for any such item. Tenant shall have no right to remove property other than Trade Fixtures from the Leased Premises without Landlord’s prior written approval, which Landlord may withhold in Landlord’s sole discretion. In no event shall lighting fixtures or light bulbs, whether recessed, cans, track lights or otherwise, be considered Trade Fixtures and Tenant shall not have the right to remove any such lighting from the Leased Premises.

Section 4.5. Laws and Regulations; Building Rules. Tenant shall comply with all laws, ordinances, rules and regulations of any governmental authority relating to the Leased Premises, including the furnishing, equipping and improving thereof. Tenant shall, and shall cause its employees, agents, customers and invitees to, comply with the Building Rules. Landlord shall not enforce the Building Rules against Tenant in a discriminatory manner.

[ * ] Indicates that information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Section 4.6. Landlord’s Access. Landlord and its representatives and contractors shall have the right to enter upon the Leased Premises for any reasonable purpose (including, without limitation, the performance of repairs, alterations, modifications, improvements or additions thereto). Landlord shall enter only during Normal Business Hours and upon advance oral or written notice, except in cases of emergency. Landlord agrees that to the extent possible it will not unreasonably interfere with the conduct of Tenant’s business in the exercise of its rights hereunder.

Section 4.7. Assignment and Subletting by Tenant. [ * ]

Section 4.8. Light, Air and View. Neither the diminution nor the shutting off of any light, air or view nor any other effect on the Leased Premises by any structure or condition now or hereafter existing on property adjacent to the Building shall affect this Lease, abate rent or otherwise impose any liability on Landlord. Except only as Landlord may reasonably deem necessary on a temporary basis in connection with repairs and improvements, Landlord agrees not to obstruct the windows servicing the Leased Premises.

Section 4.9. Taxes. Tenant shall pay all ad valorem and similar taxes or assessments levied upon or applicable to any of Tenant’s Trade Fixtures or any other equipment, fixtures, furniture and other property situated in the Leased Premises and all license and other fees or charges imposed on the business conducted by Tenant on the Leased Premises. Upon request by Landlord, Tenant will furnish Landlord annually with official tax receipts and other official receipts showing payment of such taxes, assessments, fees and charges. If Landlord shall be required to pay a higher ad valorem tax as a result of Tenant’s leasehold improvements, then Tenant shall pay to Landlord, upon demand, the amount of such increase in ad valorem taxes.

Section 4.10. Liens. Tenant shall not place or permit to be placed any lien, affidavit, charge or other encumbrance or order upon the Building or the Leased Premises or any part thereof or any interest therein. In the event that any such lien, affidavit, charge, encumbrance or order upon the Building or the Leased Premises or any part thereof or any interest therein attaches, regardless of the validity or enforceability thereof, Tenant shall cause the same to be discharged of record by payment, bonding or otherwise within 5 business days of notice of such attachment.

Section 4.11. Subordination to Mortgages and Leases. This Lease shall be subject and subordinated at all times to (a) all underlying leases now existing or which may hereinafter be executed affecting the Building, including but not limited to the Prime Lease, (b) the lien or liens of all mortgages and deeds of trust in any amount or amounts whatsoever now or hereafter placed on the Building or Landlord’s interest or estate therein or on or against such underlying leases and (c) all renewals, modifications, consolidations, replacements and extensions thereof. The subordinations set forth herein shall be self-operative and effective without the necessity of execution of any further instruments by any party; provided, however, Tenant shall execute and deliver upon demand any instruments, releases or other documents requested by any lessor or mortgagee for the purpose of confirming the provisions hereof or further subjecting and subordinating this Lease to such underlying leases, mortgages or deeds of trust. In the event of the

[ * ] Indicates that information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

enforcement by the holder of or trustee or the beneficiary under any such mortgage or deed of trust of the remedies provided for by law or by such mortgage or deed of trust, upon request of any person or party succeeding to the interest of Landlord as a result of such enforcement, Tenant will automatically attorn to and become the tenant of such successor in interest without change in the terms or provisions of this Lease; provided, however, that such successor in interest shall not be bound by (i) any payment of rent or Additional Rent for more than one month in advance except prepayments actually delivered to such successor in the nature of security for the performance by Tenant of its obligations under this Lease, (ii) any payment of the security deposit or any other deposit unless such security deposit or other deposit has actually been delivered to such successor or (iii) any amendment or modification of this Lease made without the written consent of such holder or such trustee or such beneficiary or such successor in interest, and Tenant shall execute and deliver an instrument or instruments confirming the attornment and other agreements provided for herein provided that such successor shall recognize this Lease as remaining in full force and effect and Tenant’s rights to possession remain undisturbed so long as Tenant is not in default hereunder. Provided the Tenant signs and delivers the Prime Landlord’s form SNDA, a copy of which is attached as Exhibit G, Landlord agrees to use good faith efforts to obtain the Prime Landlord’s signature thereon within the thirty (30) days next after the date this Lease is fully signed and delivered. Further, notwithstanding anything contained in this Lease to the contrary, in the event of any default by Landlord in the performance of its covenants or obligations hereunder which would give Tenant the right to terminate this Lease, Tenant shall not exercise such right unless and until (i) Tenant gives written notice of such default (which notice shall specify the exact nature of said default and the steps necessary to cure same) to the holder of any mortgage or deed of trust encumbering the Building who has theretofore notified Tenant in writing of its interest and the address to which notices are to be sent, and (ii) such holder fails to commence to cure, or cause to be commenced to be cured, such default within thirty (30) days from the giving of such notice by Tenant.

Section 4.12. Certificates. At any time and from time to time during the Lease Term, upon five (5) days after written request by Landlord, Tenant will execute, acknowledge and deliver to Landlord and any other persons specified by Landlord a certificate certifying (i) that this Lease is in full force and effect, (ii) the date and nature of each modification to this Lease, (iii), the date to which rental and other sums payable under this Lease have been paid, (iv) that Tenant is not aware of any default under this Lease which has not been cured, except such defaults as may be specified in said certificate, and (v) such other matters as may be reasonably requested by Landlord. Any such certificate may be relied upon by Landlord and by any other person to whom it is delivered for such purpose. Upon the written request of Tenant, Landlord shall furnish to Tenant or any other person specified by Tenant, a similar certificate with respect to the status of this Lease.

Section 4.13. Limitation on Weight. Tenant shall not permit upon the floor of the Leased Premises any weight exceeding seventy-five (75) pounds per square foot of floor area covered.

Section 4.14. Access to Books and Records. Upon reasonable prior notice as may be reasonable necessary for Landlord to comply with its obligations under the Prime Lease, Tenant will permit the

[ * ] Indicates that information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Landlord and its duly authorized agents to examine, and shall make available for audit, copy and inspection, during Normal Business Hours, by Landlord and its duly authorized agents, Tenant’s books, contracts and records relating to its employment practices with respect to compliance with Exhibit C attached hereto. Further, and except as Landlord believes is reasonably necessary so as not to default in its obligations under the Prime Lease, Landlord shall not default Tenant hereunder due to Tenant’s failure to comply with the terms of Exhibit C. Tenant agrees that if, as a result of any audit, copy or inspection of such books, contracts, records or other papers, Landlord becomes aware of any default by Tenant hereunder, Tenant shall pay all costs and expenses incurred by Landlord in connection with such audit, copy or inspection. Landlord shall not disclose such information to third parties except as may be required by the Prime Lease with respect to employment practices, or by law or legal process or order of any governmental authority or agency, or except to Landlord’s lenders and prospective purchasers.

Section 4.15. Financial Statements. Upon request by Landlord, Tenant will furnish to Landlord a copy of Tenant’s and each guarantor’s most recent year-end financial statement, including a profit and loss statement from operations, balance sheet, income statement and sales reports which request shall be made no more often than once in any calendar year unless Tenant is in default.

ARTICLE V

Section 5.1. Condemnation. If the Leased Premises shall be taken or condemned (or conveyed in lieu of any such taking or condemnation) for any public purpose or if all reasonable access thereto shall be so taken so as to render the Leased Premises untenantable, this Lease, at the option of either Landlord or Tenant, shall terminate effective as of the date upon which possession of the Leased Premises is taken by such authority, and all rent accrued to the time of such termination shall be paid by Tenant to Landlord. In addition, in the event of any taking or condemnation (or conveyance in lieu thereof) of fifty percent (50%) or more of the square footage of the Building, or a material portion of the areas of the Project serving as parking, Landlord may elect to terminate this Lease effective as of the date upon which possession to such portion of the Building is taken, and all rent accrued to the time of such termination shall be paid by Tenant to Landlord. All proceeds of any taking, condemnation or conveyance in lieu thereof of the Leased Premises, the Building or any part thereof shall belong to and be paid to Landlord; provided, however, Tenant shall be entitled to claim, prove and receive in a condemnation proceeding such awards as may be allowed for damages as a result of the lease termination or damages to or the taking of fixtures, equipment and other personal property installed by it which it is herein permitted to remove from the Leased Premises at the end of the Lease Term, but only such awards as shall be separately awarded in addition to (and not out of or in diminishment of) the award made to Landlord.

Section 5.2. Casualty Damage. If the Leased Premises shall be destroyed or damaged by fire or any other casualty, Tenant shall immediately give notice thereof to Landlord. If the Leased Premises shall be damaged by fire or other insured casualty, which other insured casualty shall not be due to the neglect, act, omission or default of Tenant or any person claiming by, through or under Tenant, its agents, employees, customers, invitees or visitors so as to render the Leased Premises

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untenantable in whole or in part and to such an extent that Landlord determines that such damage can be repaired with the application of reasonable diligence within two hundred forty (240) days, Tenant shall be entitled to a fair diminution of the rent hereunder until such time as the Leased Premises are made tenantable as determined by Landlord. Landlord shall notify Tenant within 60 days after receipt of Tenant’s notice of destruction or damage whether Landlord intends to proceed with repairs. If the Leased Premises or any other portion of the Building, through no fault or neglect of Tenant, its agents, employees, customers, invitees or visitors, shall be destroyed or damaged by fire or any other casualty to such an extent that Landlord determines that such damage cannot be repaired with the application of reasonable diligence within two hundred forty (240) days, and if the Leased Premises are rendered untenantable in whole or in part by reason of such casualty, then, Landlord shall so notify Tenant and (a) at the option of Landlord, (i) Tenant shall be entitled to a fair diminution of the rent hereunder until such time as the Leased Premises are made tenantable as determined by Landlord, or (ii) Landlord may terminate this Lease whereupon all rent accrued up to the time of such termination shall be paid by Tenant to Landlord or (b) at the option of the Tenant exercised by a 30 day advance written notice to Landlord given while Tenant is not in default and received within 60 days after Landlord’s notice to Tenant, Tenant may terminate this Lease by notice to Landlord accompanied by payment of sums due and to become due under the Lease through the termination date. In addition to the foregoing, if for any cause the Leased Premises or Building shall be so damaged that Landlord shall in its sole judgment decide not to rebuild, then by notice in writing to Tenant, this Lease shall forthwith terminate and all rent owed up to the time of such termination as set forth in such notice shall be paid by Tenant to Landlord. In no event shall Landlord have any obligation to repair or restore any of Tenant’s goods, Trade Fixtures, furniture or other property placed in or incorporated in the Leased Premises which is destroyed or damaged by fire or any other casualty.

Section 5.3. Insurance.

     (a)    Landlord shall not be obligated to insure any of Tenant’s goods, Trade Fixtures, furniture or any other property placed in or incorporated in the Leased Premises.

     (b)    Tenant shall, at its sole cost and expense, procure, and maintain and comply with during the Lease Term comprehensive general liability insurance on an “occurrence basis”, comprehensive automobile liability insurance, property insurance with respect to Tenant’s personal property, inventory and leasehold improvements written on an “All Risk” basis for full replacement cost, worker’s compensation and employer’s liability insurance an umbrella liability insurance and such other insurance as Landlord may, from time to time, reasonably require. All such insurance shall be maintained by companies and on forms reasonably satisfactory to Landlord, and initially in the amounts specified in Article 1 (where applicable) and to the extent required by Landlord, all policies of comprehensive general liability insurance, umbrella liability and “All Risk” property insurance and such other insurance as Landlord shall reasonably specify, if any, shall name Landlord, Landlord’s managing agent, any mortgagee and the Prime Lessor as additional insureds or loss payees.

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     (c)    All policies of insurance required to be maintained by Tenant shall provide that the Landlord shall be given at least thirty (30) days’ prior written notice of any cancellation or non-renewal of any such policy. A duly executed certificate of insurance with respect to each such policy will be deposited with Landlord by Tenant on or before the Commencement Date, and a duly executed certificate of insurance with respect to each subsequent policy shall be deposited with the Landlord at least fifteen (15) days prior to the expiration of the policy.

     (d)    Tenant shall not do or permit anything to be done in or about the Leased Premises nor bring nor keep nor permit anything to be brought to or kept therein, which will in any way increase the existing rate of or affect any fire or other insurance which Landlord carries upon any part of the Building or any of its contents, or cause the cancellation or invalidation of any such insurance. If the annual premium to be paid by Landlord with respect to any insurance obtained by Landlord covering any part of the Building or any of its contents shall exceed the standard rates because Tenant’s operations, contents of the Leased Premises or improvements with respect to the Leased Premises result in extra hazardous exposure, Tenant shall pay the excess amount of the premium upon demand by Landlord.

     (e)    All insurance carried by either Landlord or Tenant covering losses arising out of destruction or damage to the Leased Premises or its contents or to other portions of the Building, or to Tenant’s occupancy and operation of the Leased Premises shall provide for a waiver of rights of subrogation against Prime Lessor, Landlord and Tenant on the part of the insurance carrier, to the extent that the same is permitted under the laws and regulations governing the writing of insurance within the Commonwealth of Massachusetts. Anything in this Lease to the contrary notwithstanding and so long as the following does not invalidate any policy of insurance, Landlord and Tenant each hereby waive to the extent of insurance carried by either party any and all rights of recovery, claims, actions, or causes of action against the other, its agent, officers or employees, or any loss or damage that may occur to the Leased Premises or the Building, or any improvements thereto, which is insured against or should have been insured against under the terms of any insurance policy required to be maintained pursuant to this Section. The waivers set forth in the immediately preceding sentence shall be in addition to, and not in substitution for, any other waivers, indemnities or exclusions of liability set forth in this Lease, including without limitation Sections 5.5 and 5.6 of this Lease.

Section 5.4. Surrender of Leased Premises. Upon termination of this Lease or Tenant’s right to possession of the Leased Premises, Tenant shall peaceably and quietly surrender the Leased Premises to Landlord, broom-clean and in a good state of repair and condition, excepting only ordinary wear and tear (subject to good maintenance practices), or damage due to fire or other insured casualty (which other insured casualty shall not be due to the neglect, act, omission or default of Tenant or any person claiming by, through or under Tenant). Except to the extent that the Landlord agrees in writing that particular items will not need to be demolished, removed or restored, upon request of Landlord, Tenant shall demolish or remove all or any portion of any Trade Fixtures and other property and any alterations, improvements, additions or changes made by Tenant and Tenant shall restore the Leased Premises to such condition as existed prior to the

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installation of such Trade Fixtures or other property or the making of any such alteration, improvement, addition or change, all such demolition, removal and restoration to be performed in accordance with the conditions set forth in Section 4.2 (b). Landlord agrees that Tenant shall not be requested to demolish usual office improvements for clerical offices, but reserves the right to require removal (and restoration to a clean shell condition, including without limitation, with walls patched and paint ready, and with electrical and other utility lines appropriately boxed and terminated) with respect to other improvements (e.g., and without limitation, such kitchens, baths, raised floors, and computer related improvements hereafter installed and, if hereafter relocated or significantly modified, the existing fire suppression system). Upon termination of this Lease, Tenant will also surrender to Landlord all keys to the Leased Premises and inform Landlord of all combinations on locks, safes and vaults, if any, at the Leased Premises.

Section 5.5. Damages from Certain Causes. To the fullest extent permitted by law, Prime Lessor and Prime Lessor’s agents and employees and Landlord and Landlord’s agents and employees shall not be liable or responsible to Tenant or any person claiming through Tenant for any loss or damage or injury to any property or person in, upon or about the Leased Premises or any other portion of the Building arising at any time from any cause other than solely by reason of the gross negligence or willful misconduct of Landlord or of Landlord’s employees or agents acting within the scope of their employment or authority.

Section 5.6. Hol