Exhibit
10.4


THIRD AMENDMENT TO LEASE


THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”)
is made as of the 28th day of June, 2007 (the “Third Amendment Date”), by and
between THE REALTY ASSOCIATES FUND VI, L.P., a Delaware limited partnership (“Landlord”)
and CUBIST PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).


RECITALS:


WHEREAS, by a lease (the “Original Lease”) dated as
of January, 2004, California State Teachers’ Retirement System (“Calsters”)
leased to Tenant approximately 15,475 rentable square feet of space, consisting
of a portion of the second (Suite 2201-55) and fourth (Suite 4201-55) floors in
the building known as 45-55 Hayden Avenue, Lexington, Massachusetts (the “Building”);
and


WHEREAS, Landlord has succeeded to the interests of
Calsters as landlord under the Lease; and


WHEREAS, the Original Lease has been amended by a
First Amendment to Lease between Landlord and Tenant, dated as of September 29,
2005 (the “First Amendment”), and by a Second Amendment to Lease between
Landlord and Tenant dated as of November 18, 2005 (the “Second Amendment”),
(the Original Lease, as so amended, being referred to as the “Lease”), pursuant
to which the size of the premises demised under the Original Lease was
increased to 53,078 rentable square feet (the “Existing Premises”). The
Existing Premises consist of Suites 2201-55, 2200-55, 4201-55 and 4200-55; and


WHEREAS, by letter dated as of April 27, 2006, and
pursuant to the Second Amendment, Tenant elected to include Suite 2200-55 (also
known as the Comet Space) in the Existing Premises for the remainder of the
Lease Term; and


WHEREAS, Landlord and Tenant now desire to further
amend the Lease to, among other things, expand the size of the Existing
Premises by adding thereto approximately 30,019 rentable square feet of space
in Suite 3000-55 on the third floor of the Building (the “Additional Space”),
and to adjust the rent and certain provisions, all on the terms and conditions
set forth below.


NOW, THEREFORE, in consideration of the mutual
covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound hereby, Landlord and Tenant hereby agree as follows:


1.             Defined Terms. All of the foregoing recitals are true and
correct. Unless otherwise defined herein, all capitalized terms used in this
Third Amendment shall have the meanings ascribed to them in the Lease, the
Lease shall be amended to incorporate any additional definitions provided for
in this Third Amendment, and all references in the Lease to the “Lease” or “this
Lease” or “herein” or “hereunder” or similar terms or to any 



 1
 









section
thereof shall mean the Lease, or such section thereof, as amended by this Third
Amendment.


2.             Additional Terms and Definitions. (a) From and after the Third Amendment
Effective Date, the following terms set forth in “Article 1 Reference Data” of
the Lease are hereby amended or added, as applicable, to have the following
meanings:


PREMISES:                                                                                                                                                     The
following areas in the 55 Hayden Avenue portion of the Building: (i) Suite
2201-55 on the second floor and Suite 4201-55 on the fourth floor, (ii) Suite
4200-55 on the fourth floor of the Building, (iii) Suite 2200-55 on the second
floor of the Building, and (iv) Suite 3000-55 on the third floor of the
Building. All such spaces are shown on Exhibit A-3, attached hereto and
incorporated herein.


RENTABLE FLOOR AREA


  OF THE PREMISES:                                                                                           Approximately
83,097 square feet of the 55 Hayden Avenue portion of the Building as follows
(i) 6,755 rentable square feet on the second floor contained in Suite 2201-55,
(ii) 8,720 rentable square feet on the fourth floor contained in Suite 4201-55
and 31,453 rentable square feet on the fourth floor of the Building contained
in Suite 4200-55, (iii) 6,150 rentable square feet on the second floor of the
Building contained in Suite 2200-55, and (iv) 30,019 rentable square feet on
the third floor of the Building contained in Suite 3000-55.


(b)           From after the Third Amendment Effective Date,
the term “Annual Rent” for the Premises shall be as set on Schedule I to
this Third Amendment. Notwithstanding the foregoing, so long as the Lease
remains in full force and effect, and so long as no Actionable Event of Default
(as defined below) shall exist under the Lease, Landlord will waive the
requirement that Tenant pay Annual Rent on the Additional Space for the period
commencing on the Third Amendment Effective Date and ending on the one hundred
twentieth (120th) day after the Third Amendment Effective Date


3.             Credit. Landlord will allow a credit to Tenant in the amount of Sixty Thousand
Dollars ($60,000.00) against Annual Rent that otherwise would be payable under
the Lease, such credit to be applied to Annual Rent due on the Existing
Premises for the first full calendar month after the Third Amendment Effective
Date.



 2
 









4.             Operating Expenses and Real Estate Taxes. 
From and after the Third Amendment Effective Date, Tenant’s obligations
under Section 4.2 of the Lease to pay Operating Expenses with respect to the
Additional Space shall be computed using the calendar year ending December 31,
2008 as a base year; and Tenant’s obligations under Section 4.2 of the Lease to
pay increases in Real Estate Taxes with respect to the Additional Space shall
be computed using the fiscal year ending June 30, 2008 as the base year.


5.             Effective Date; Delivery and Condition. (a) The “Third Amendment Effective Date”
shall be the later to occur of (i) November 1, 2007 and (ii) the date on which
Motorola, Inc. (the “Existing Tenant”) vacates the Additional Space and
Landlord delivers possession thereof to Tenant. 
If the Third Amendment Effective Date is delayed due solely to a
holdover by the Existing Tenant, and if (without imposing on Landlord any obligation
to do so) Landlord actually recovers any premium rent or other additional
amount in the nature of rent from the Existing Tenant solely on account of such
holding over, Landlord shall pay Tenant fifty percent (50%) of any net excess
rent (i.e., after deducting Landlord’s
reasonable costs and expenses in recovering the same) above the Existing Tenant’s
base rent, actually received by Landlord due to such holdover.  Such payment shall be made within thirty (30)
days after Landlord’s receipt of such excess rent from the Existing Tenant. 


(b)           Tenant acknowledges that, except as explicitly
provided in this Third Amendment and the Lease, it is leasing the Additional
Space in its current AS IS condition, without any representation or warranty
whatsoever on the part of Landlord. Tenant currently occupies the Existing
Premises and is fully familiar with their condition and that of the common
areas of the Building, and Tenant acknowledges that, to the best of Tenant’s
knowledge (upon reasonable investigation and inquiry), the Existing Premises
and the Additional Space are in good condition and suitable for Tenant’s uses.
Without limiting the foregoing, Tenant agrees that Landlord has no obligation
to perform any work in or to either the Existing Premises or the Additional
Space to prepare the same for Tenant’s continued use and occupancy.


(c)           Landlord acknowledges that Tenant desires to
make certain alterations or improvements in the Additional Space to make the
same more suitable for Tenant’s occupancy. Such alterations or improvements may
include tenant improvements to the Additional Space, including to the bathrooms
within the Additional Space, installation of fixtures in the Additional Space,
and architectural and engineering expenses in connection therewith
(collectively, the “Additional Improvements”). All Additional Improvements
shall be undertaken by Tenant in strict accordance with the applicable
requirements of the Lease (including without limitation Sections 3.3 and 3.4).
The Additional Improvements shall be deemed substantially complete on that date
on which the Additional Improvements have been completed except for items of
work (and, if applicable, adjustment of equipment and fixtures) which can be
completed after Tenant has taken occupancy of the Additional Space, or any part
thereof, without causing undue interference with Tenant’s use of the Additional
Space or such part thereof. To the extent that (i) such work is substantially
completed in accordance with such Lease 



 3
 









requirements,
and (ii) receipted invoices (and other material required under the Lease such
as, but not limited to, lien waivers from any contractor or subcontractor
performing the Improvements) showing the actual cost thereof are presented to
Landlord during the Term of the Lease, and (iii) at the time of any advance of funds,
there then exists (A) no default on the part of Tenant under the Lease
continuing beyond the expiration of applicable notice and grace periods (an “Event
of Default”) nor (B) any failure to pay any sum of money due under the Lease of
which Tenant has been given notice (and of which Tenant has not notified
Landlord in writing that Tenant disputes, which notice shall set forth the
basis for such dispute) and which, with the passage of time, would constitute
an Event of Default (A and B, collectively, an “Actionable Event of Default”),
Landlord shall reimburse Tenant, within thirty (30) days after receipt of each
such invoice (together with lien waivers for all costs theretofore billed), for
costs actually incurred by Tenant (excluding the costs of furniture), as
evidenced by such invoices, in connection with the design and construction of
the Additional Improvements, but in no event shall Landlord be obligated to
reimburse Tenant more than the lesser of (x) such actual cost, or (y) Seven
Hundred Fifty Thousand Four Hundred Seventy-five Dollars ($750,475.00), or
$25.00 per square foot of Rentable Area in the Additional Space (the “Additional
Improvements Allowance”). No portion of the Additional Improvements Allowance
may be applied to costs of purchasing or installing furniture or wiring/cabling
for the Additional Space. If the Existing Tenant’s lease is terminated prior to
November 1, 2007, Landlord shall grant Tenant reasonable access to the
Additional Space from and after such termination (and the Existing Tenant
vacating the Additional Space) for the purpose of commencing the Additional
Improvements. Landlord further acknowledges that Tenant may desire to make
improvements in the bathrooms within Suite 4200-55 on the fourth floor of the
Building, and (subject to Tenant’s compliance with applicable requirements set
forth in the Lease relative to alterations or improvements), Landlord will not
withhold it consent to such improvements. So long as such work conforms to the
requirements set forth above, Tenant may include the cost of such fourth floor
bathroom work in the cost of the Additional Improvements. To the extent that
Tenant has not requested disbursement of any portion of the Additional
Improvements Allowance prior to the expiration or earlier termination of the
Lease, Landlord shall have no further obligation to reimburse Tenant for any
such costs incurred by Tenant.


6.             Right
of First Offer.  Notwithstanding any provision of the Lease to
the contrary, Tenant shall have no further rights under Exhibit G-1 to
the Lease (Right of First Offer) to the Lease (as inserted by the Second
Amendment) with respect to (i) the portion of the second floor of the Building
containing 8,017 rentable square feet (Suite 2500-45) which has been leased to
Celerant, or (ii) the portion of the third floor of the 45 Hayden Avenue
portion of the Building containing 19,815 rentable square feet (Suite 3000-45),
which has been leased to NitroMed. From and after the Third Amendment Effective
Date, Exhibit G-1 is hereby amended by deleting the schedule of Rights
of Existing Building Tenants in its entirety and replacing the same with Schedule
3 attached hereto. In addition, Tenant agrees that Exhibit G-1 to
the Lease shall be without any force or effect during the period commencing on the
Third Amendment Effective Date and ending on the second (2nd) 



 4
 









anniversary of the Third
Amendment Effective Date (the “G-1 Suspension Period”), it being the intent
hereof that Landlord will not be required to give any First Offer Notices
during the G-1 Suspension Period, and Tenant shall have no rights to lease
space that Landlord would otherwise be required to offer to Tenant pursuant to Exhibit
G-1 during the G-1 Suspension Period; provided that, Tenant’s
full rights under Exhibit G-1 shall be reinstated upon the expiration of
the G-1 Suspension Period.


7.             Security Deposit. 
Landlord and Tenant agree that, effective from and after the date
hereof, the Security Deposit referred to in Article XI of the Lease will be
changed to $352,555.84, and any references in Article XI to “$355,000.00” shall
be amended to read “$352,555.84.” Landlord is currently holding $88,750.00 as
the Security Deposit, and Tenant will deliver the balance of $263,805.84 within
fifteen (15) business days of the Third Amendment Effective Date. Landlord and
Tenant further agree that, effective from and after the date hereof, in the
sixth paragraph of Article XI of the Lease, any reference to “February 1, 2006”
shall be changed to “July 1, 2008,” and any reference to “August 1, 2006” shall
be changed to “January 1, 2009.”  All
other terms of Article XI of the Lease shall remain in full force and effect.


8.             Parking.  From and after the Effective
Date, Section 10.19 of the Lease shall be amended by, in the first sentence
thereto:


(a)           Replacing “one hundred and fifty-nine (159)” with “two hundred
forty-nine (249);” and


(b)           Replacing “53,078” with “83,097.”


9.             Brokers.  Tenant covenants, represents and
warrants to Landlord that Tenant has had no dealings or communications with any
broker or agent (other than Grubb & Ellis Company and Richards Barry Joyce
& Partners) in connection with this Third Amendment, and Tenant covenants
and agrees to pay, hold harmless and indemnify the Landlord from and against
any and all cost, expense (including reasonable attorneys’ fees) or liability
for any compensation, commission or charges to any broker or agent (other than
the foregoing named brokers) claiming through the Tenant with respect hereto.


10.           Exhibits.  Exhibit A-3 attached
hereto is hereby substituted for Exhibit A-2 to the Lease. All
references in the Lease to Exhibit A-1 or A-2 shall be replaced
by references to Exhibit A-3.


11.           Successors.  This Third Amendment shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, subject to the provisions of the Lease regarding
assignment or other transfers of each party’s rights under the Lease.


12.           Authority.  Each party represents and
warrants to the other that each person executing this Third Amendment on behalf
of such party has the authority to do so and 



 5
 









that
such execution has fully obligated and bound such party to all terms and
provisions of this Third Amendment.


13.           No Further Amendment.  It is
understood and agreed that all other conditions and terms contained in the
Lease not herein specifically amended shall remain unmodified and in full force
and effect, and the Lease, as modified by this Third Amendment, is hereby
ratified and confirmed.


14.           Tenant Representations. As a material inducement to Landlord entering
into this Third Amendment, Tenant represents and certifies to Landlord that as
of the date hereof: (i) the Lease, as modified hereby, contains the entire
agreement between the parties hereto relating to the Premises and that, except for
that certain Amended and Restated Declaration of Covenants and Easements
between the Landlord’s predecessor in title with respect to the Building and
Tenant, as amended to date (the “Declaration”) there are no other agreements
between the parties relating to the Premises, the Building or the Lease which
are not contained or referred to herein or in the Lease, (ii) to the best of
Tenant’s knowledge, Landlord is not in default (continuing beyond the
expiration of any applicable notice or grace periods) in any respect in any of
the terms, covenants and conditions of the Lease; (iii) Tenant has no existing
setoffs, counterclaims or defenses against Landlord under the Lease; (iv)
Tenant has not assigned or pledged its leasehold interest under the Lease, or
sublet or licensed or granted any other occupancy rights with respect to any or
all of the Premises; (v) no consent or approval of any third party or parties
is required in order for Tenant to enter into and be bound by this Third
Amendment; and (vi) Tenant is not, and the performance by Tenant of its
obligations hereunder shall not render Tenant, insolvent within the meaning of
the United States Bankruptcy Code, the Internal Revenue Code or any other
applicable law, code or regulation.


15.           Landlord Representations.  As a
material inducement to Tenant entering into this Third Amendment, Landlord
represents and certifies to Tenant that as of the date hereof: (i) the Lease,
as modified hereby, contains the entire agreement between the parties hereto
relating to the Premises and that, except for the Declaration, there are no
other agreements between the parties relating to the Premises, the Building or
the Lease which are not contained or referred to herein or in the Lease, (ii)
to the best of Landlord’s knowledge, there exists no Event of Default or
Actionable Event of Default on the part of Tenant in any respect in any of the
terms, covenants and conditions of the Lease; and (iii) no consent or approval
of any third party or parties is required in order for Landlord to enter into
and be bound by this Third Amendment.


16.           Governing Law. The Lease, this Third Amendment and the
rights and obligations of both parties thereunder and hereunder shall be
governed by the laws of The Commonwealth of Massachusetts.



 6
 









17.           Counterparts. This Third Amendment may be executed in
counterparts, each of which shall be an original and all of which counterparts
taken together shall constitute one and the same instrument.


18.           Motorola Fourth Floor Space.  Notwithstanding anything to the contrary in
this Third Amendment, nothing in this Third Amendment shall affect either party’s
rights or obligations, as they exist as of the Third Amendment Date, with
respect to the 25,405 square feet of space in the 45 Hayden portion of the
Building which is currently occupied by Motorola, Inc.


[Text Ends Here]



 7
 









IN WITNESS WHEREOF, the undersigned have hereunto se
their hands and seals as of the date first above written.


	
  

  	
  LANDLORD:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  

  	
  The Realty Associates Fund VI, L.P., a Delaware
  limited partnership

  	 

	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
  Realty Associates Fund VI LLC, a Massachusetts
  limited liability company, 

  	 

	
   

  	
   

  	
  general partner

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By: 

  	
   

  	
  Realty Associates Advisors LLC, a Delaware limited
  liability 

  	 

	
   

  	
   

  	
  company, Manager

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  Realty Associates Advisors Trust, a Massachusetts
  business trust, 

  	 

	
   

  	
   

  	
   

  	
   

  	
  Manager

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   /s/ James P.
  Raisides, Sr. Vice President

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
  Officer

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Realty Associates Fund VI Texas Corporation, a Texas
  corporation, general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James P. Raisides, Sr. Vice President

  	
   

  
	
   

  	
   

  	
  Officer

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
  TENANT:

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
  CUBIST PHARMACEUTICALS, INC.

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   /s/ David
  W.J. McGirr, Sr. VP, CFO

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
  Name: David W. J. McGill

  	 

	
   

  	
   

  	
   

  	
   

  	
  Title: Sr. Vice President, Chief Financial Officer

  	 

																			



 



 8















Exhibit A-3


Plans of Premises






 9
 













 10
 













 11
 













 12
 













 13
 









SCHEDULE I


Annual Rent


Annual Rent for the Premises
shall be the sum of the rents shown below for each portion of the Premises,
determined as of the date in question.


As to Suites 2201-55, 4201-55 and
4200-55:


(a)        For
the period from [Effective Date of First
Amendment], 2006 through July 31, 2009:


(i)
As to Suite 2201-55 and Suite 4201-55:


	
  Rental Period

  	
   

  	
  Total Annual Rent

  	
   

  	
  Monthly Payment

  	
   

  	
  Rental Rate/SF

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5/1/06 – 1/31/07

  	
   

  	
  $

  	
  371,400.00

  	
   

  	
  $

  	
  30,950.00

  	
   

  	
  $

  	
  24.00

  	
   

  
	
  2/1/07 – 1/31/08

  	
   

  	
  $

  	
  386,875.00

  	
   

  	
  $

  	
  32,238.58

  	
   

  	
  $

  	
  25.00

  	
   

  
	
  2/1/08 – 7/31/09

  	
   

  	
  $

  	
  402,350.00

  	
   

  	
  $

  	
  33,529.17

  	
   

  	
  $

  	
  26.00

  	
   

  



 


plus (ii) as to Suite 4200-55:


	
  Rental Period

  	
   

  	
  Total Annual Rent

  	
   

  	
  Monthly Payment

  	
   

  	
  Rental Rate/SF

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5/1/06 – 4/30/07

  	
   

  	
  $

  	
  723,419.00

  	
   

  	
  $

  	
  60,284.92

  	
   

  	
  $

  	
  23.00

  	
   

  
	
  5/1/07 – 4/30/08

  	
   

  	
  $

  	
  739,145.50

  	
   

  	
  $

  	
  61,595.46

  	
   

  	
  $

  	
  23.50

  	
   

  
	
  5/1/08 – 4/30/09

  	
   

  	
  $

  	
  754,872.00

  	
   

  	
  $

  	
  62,906.00

  	
   

  	
  $

  	
  24.00

  	
   

  
	
  5/1/09 – 7/31/09

  	
   

  	
  $

  	
  794,188.25

  	
   

  	
  $

  	
  66,182.35

  	
   

  	
  $

  	
  25.25

  	
   

  



 


(b)        For
the period after July 31, 2009, as to all of Suites 2201-55, 4201-55 and
4200-55:


	
  Rental Period

  	
   

  	
  Total Annual Rent

  	
   

  	
  Monthly Payment

  	
   

  	
  Rental Rate/SF

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8/1/09 – 4/30/10

  	
   

  	
  $

  	
  1,184,932.00

  	
   

  	
  $

  	
  98,744.33

  	
   

  	
  $

  	
  25.25

  	
   

  
	
  5/1/10 – 4/30/11

  	
   

  	
  $

  	
  1,208,396.00

  	
   

  	
  $

  	
  100,699.67

  	
   

  	
  $

  	
  25.75

  	
   

  
	
  5/1/11 – 4/30/12

  	
   

  	
  $

  	
  1,231,860.00

  	
   

  	
  $

  	
  102,655.00

  	
   

  	
  $

  	
  26.25

  	
   

  
	
  5/1/12 – 4/30/13

  	
   

  	
  $

  	
  1,267,056.00

  	
   

  	
  $

  	
  105,588.00

  	
   

  	
  $

  	
  27.00

  	
   

  
	
  5/1/13 – 4/30/14

  	
   

  	
  $

  	
  1,325,716.00

  	
   

  	
  $

  	
  110,476.33

  	
   

  	
  $

  	
  28.25

  	
   

  
	
  5/1/14 – 4/30/15

  	
   

  	
  $

  	
  1,384,376.00

  	
   

  	
  $

  	
  115,364.67

  	
   

  	
  $

  	
  29.50

  	
   

  
	
  5/1/15 – 4/30/16

  	
   

  	
  $

  	
  1,419,572.00

  	
   

  	
  $

  	
  118,297.67

  	
   

  	
  $

  	
  30.25

  	
   

  



 



 14
 









As to Suite 2200-55:


	
  Rental Period

  	
   

  	
  Total Annual Rent

  	
   

  	
  Monthly Payment

  	
   

  	
  Rental Rate/SF

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6/1/06 – 4/30/07

  	
   

  	
  $

  	
  140,415.00

  	
   

  	
  $

  	
  11,787.50

  	
   

  	
  $

  	
  23.00

  	
   

  
	
  5/1/07 – 4/30/08

  	
   

  	
  $

  	
  144,525.00

  	
   

  	
  $

  	
  12,043.75

  	
   

  	
  $

  	
  23.50

  	
   

  
	
  5/1/08 – 4/30/09

  	
   

  	
  $

  	
  147,600.00

  	
   

  	
  $

  	
  12,300.00

  	
   

  	
  $

  	
  24.00

  	
   

  
	
  5/1/09 – 4/30/10

  	
   

  	
  $

  	
  155,287.50

  	
   

  	
  $

  	
  12,940.63

  	
   

  	
  $

  	
  25.25

  	
   

  
	
  5/1/10 – 4/30/11

  	
   

  	
  $

  	
  158,362.50

  	
   

  	
  $

  	
  13,196.88

  	
   

  	
  $

  	
  25.75

  	
   

  
	
  5/1/11 – 4/30/12

  	
   

  	
  $

  	
  161,437.50

  	
   

  	
  $

  	
  13,453.13

  	
   

  	
  $

  	
  26.25

  	
   

  
	
  5/1/12 – 4/30/13

  	
   

  	
  $

  	
  166,050.00

  	
   

  	
  $

  	
  13,837.50

  	
   

  	
  $

  	
  27.00

  	
   

  
	
  5/1/13 – 4/30/14

  	
   

  	
  $

  	
  173,737.50

  	
   

  	
  $

  	
  14,478.13

  	
   

  	
  $

  	
  28.25

  	
   

  
	
  5/1/14 – 4/30/15

  	
   

  	
  $

  	
  181,425.00

  	
   

  	
  $

  	
  15,118.75

  	
   

  	
  $

  	
  29.50

  	
   

  
	
  5/1/15 – 4/30/16

  	
   

  	
  $

  	
  186,037.50

  	
   

  	
  $

  	
  15,503.13

  	
   

  	
  $

  	
  30.25

  	
   

  



 


As to Suite 3000-55:


	
  Rental Period

  	
   

  	
  Total Annual Rent

  	
   

  	
  Monthly Payment

  	
   

  	
  Rental Rate/SF

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Through 4/30/08

  	
   

  	
  $

  	
  780,494.00

  	
   

  	
  $

  	
  65,041.17

  	
   

  	
  $

  	
  26.00

  	
   

  
	
  5/1/08 – 4/30/09

  	
   

  	
  $

  	
  810,513.00

  	
   

  	
  $

  	
  67,542.75

  	
   

  	
  $

  	
  27.00

  	
   

  
	
  5/1/09 – 4/30/10

  	
   

  	
  $

  	
  825,522.50

  	
   

  	
  $

  	
  68,793.54

  	
   

  	
  $

  	
  27.50

  	
   

  
	
  5/1/10 – 4/30/11

  	
   

  	
  $

  	
  840,532.00

  	
   

  	
  $

  	
  70,044.33

  	
   

  	
  $

  	
  28.00

  	
   

  
	
  5/1/11 - 4/30/12

  	
   

  	
  $

  	
  900,570.00

  	
   

  	
  $

  	
  75,047.50

  	
   

  	
  $

  	
  30.00

  	
   

  
	
  5/1/12– 4/30/13

  	
   

  	
  $

  	
  945,598.50

  	
   

  	
  $

  	
  78,799.88

  	
   

  	
  $

  	
  31.50

  	
   

  
	
  5/1/13– 4/30/14

  	
   

  	
  $

  	
  975,617.50

  	
   

  	
  $

  	
  81,301.46

  	
   

  	
  $

  	
  32.50

  	
   

  
	
  5/1/14– 4/30/15

  	
   

  	
  $

  	
  1,035,655.50

  	
   

  	
  $

  	
  83,304.63

  	
   

  	
  $

  	
  34.50

  	
   

  
	
  5/1/15– 4/30/16

  	
   

  	
  $

  	
  1,065,674.50

  	
   

  	
  $

  	
  88,806.21

  	
   

  	
  $

  	
  35.50

  	
   

  



 



 15
 









SCHEDULE 3


RIGHTS OF EXISTING BUILDING TENANTS


	
   

  	
   

  	
   

  
	
  Summit
  Mortgage

  	
   

  	
  Option to Extend

  
	
  2,805 sf — 2nd Fl (45)

  Expiration 2/28/09

  	
   

  	
  One 5 year term (thru February 28, 2014); 9 mos.
  notice prior to expiration of current term required

  
	
   

  	
   

  	
   

  
	
  Motorola

  	
   

  	
   

  
	
  25,405 sf — 4th Fl (45) Expiration 4/30/07

  	
   

  	
  Lease Expired 4/30/07 — LL sent Tenant a Right of
  First Offer on this space on January 9, 2007, and Tenant did not accept this
  Right of First Offer as provided in Exhibit G-1.

  
	
   

  	
   

  	
   

  
	
  Goodrich,
  LLC

  	
   

  	
  Option to Extend

  
	
  10,495 sf — 3rd Fl (55) Expiration 11/30/09

  	
   

  	
  One 7 year term (thru November 30, 2016); 12 mos.
  notice prior to expiration of current term required

  
	
   

  	
   

  	
   

  
	
  Aon
  Consulting

  	
   

  	
  Option to Extend

  
	
  5,528 sf — 2nd Fl (45) Expiration 7/31/06

  	
   

  	
  One 5 year term (thru July 31, 2011); 12 mos. notice
  prior to expiration of current term required

  
	
   

  	
   

  	
   

  
	
  Spaulding
  and Slye/JLL

  	
   

  	
  Option to Extend

  
	
  14,092 sf — 2nd Fl (55) Expiration 3/31/15

  	
   

  	
  Two extension of 5 year terms (thru March 31, 2020
  and March 31, 2025, respectively); each on 9 mos. notice prior to expiration
  of current term required

  
	
   

  	
   

  	
   

  
	
   Spaulding and Slye/JLL

  	
   

  	
  First Right to
  Lease

  
	
   

  	
   

  	
  During the term of Spaulding and Slye’s lease to the
  14,092 sf on the 2nd floor of the 55 Hayden Avenue portion of the
  Building, Spaulding and Slye holds a first right to lease the following
  spaces in the Building:

  ·  8,017 sf — 2nd Fl (45) (Celerant space) 

  ·  2,805 sf — 2nd Fl (45) (Summit Mortgage space) 

  ·  5,528 sf — 2nd Fl (45) (Aon Consulting space) 

  ·  3,089 sf — 2nd Fl (45) (FCG space) 

  Spaulding and Slye must
  respond to the Landlord’s notice of any such space becoming available within
  14 days of such notice.

  



 



 16