Exhibit








SIXTH AMENDMENT TO LEASE
THIS SIXTH AMENDMENT TO LEASE (“Sixth Amendment”) is made and entered into as of the 22 day of February, 2017 by and between COPLEY PLACE ASSOCIATES, LLC, a Delaware limited liability company (the “Landlord”), and WAYFAIR LLC, a Delaware limited liability company (the “Tenant”).
Reference is made to the following:
A.That certain lease (“Original Lease”) dated as of April 18, 2013, by and between Landlord and Tenant as amended by a First Amendment to Lease (“First Amendment”) dated as of February 11, 2014 and a Second Amendment to Lease (“Second Amendment”) dated as of October 24, 2014 and a Third Amendment to Lease dated as of October 8, 2015 (“Third Amendment”) and a Fourth Amendment to Lease dated as of February 3, 2016 (“Fourth Amendment”) as supplemented by a letter agreement dated July 28, 2016 (the Fourth Amendment as so supplemented, the “Supplemented Fourth Amendment”) and a Fifth Amendment to Lease dated as of July 29, 2016 (“Fifth Amendment”) by and between Landlord and Tenant (the Original Lease as amended by the First Amendment, the Second Amendment, the Third Amendment, the Supplemented Fourth Amendment and the Fifth Amendment is referred to herein as the “Lease”) of space in the Office Section of the Building containing 881,660 rentable square feet, known as Copley Place, in Boston, Suffolk County, Massachusetts consisting of approximately 544,479 rentable square feet of space on the First, Second, Third, Fourth, Fifth, Sixth and Seventh Floors of Four Copley Place and on the Second, Third, Fifth and Sixth Floors of Three Copley Place and on the First, Third, Fifth, Sixth and Seventh Floors of One Copley Place and on the Fifth, Sixth and Seventh Floors of Two Copley Place (collectively, the “Current Premises”); and
B.Landlord has available or will have available for lease additional space in the Building; and
C.Tenant has agreed to lease from Landlord such additional space in the Building on the terms and conditions set forth below; and
D.Each capitalized term used in this Sixth Amendment without definition or reference to a specific amendment to the Original Lease shall have the meaning ascribed to such term in the Original Lease. 
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree to amend the Lease and otherwise agree as follows: 
1.Increase in Premises Demised under the Lease.  The Current Premises shall be increased by the addition thereto of the spaces (“Amendment 6 Expansion Spaces”) described 


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on Exhibit A attached hereto as of the respective Add to Premises Dates set forth in Exhibit A hereto.  The Amendment 6 Expansion Spaces, which aggregate approximately 110,754 rentable square feet, are shown on plans attached hereto as Exhibit B.
2.    Base Rent. 
		
	A.
	Base Rent for the Amendment 6 Expansion Spaces, and the date as of which Base Rent for the Amendment 6 Expansion Spaces commences, shall be as set forth on Exhibit C attached hereto and made a part hereof.  


3.    Proportionate Shares.  
		
	A.
	Section 1.12 of the Lease is amended to read in its entirety:


	
		
	1.12   Operating Expense 
Base Year:
	As to the Premises other than the Fifth Expansion Spaces, the Calendar Year 2014.
As to the Fifth Expansion Spaces, the Calendar Year 2016.
As to Amendment 5 Expansion Spaces and the Amendment 6 Expansion Spaces, the Calendar Year 2018






		
	B.
	Section 1.14 of the Lease is amended to read in its entirety:


	
		
	1.14   Tax Base Year:
	As to the Premises other than the Fifth Expansion Spaces, the Calendar Year 2014.
As to the Fifth Expansion Spaces, the tax fiscal year July 1, 2016 to June 30, 2017.
As to Amendment 5 Expansion Spaces, the tax fiscal year July 1, 2017 to June 30, 2018.
As to Amendment 6 Expansion Spaces, the tax fiscal year July 1, 2018 to June 30, 2019.






		
	C.
	Section 1.16 of the Lease is amended to read in its entirety:




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	1.16   Tenant’s Proportionate 
Tax Share:
	33.25 % for the Premises (computed on the basis of 95% occupancy) consisting of 278,534 rentable square feet, exclusive of the Fifth Expansion Spaces.
11.22% for the Fifth Expansion Spaces (computed on the basis of 95% occupancy).
19.52% for the Amendment 5 Expansion Spaces (computed on the basis of 95% occupancy).
13.22% for the Amendment 6 Expansion Spaces (computed on the basis of 95% occupancy).






		
	D.
	Section 1.17 of the Lease is amended to read in its entirety:


	
		
	1.17   Tenant’s Proportionate 
Expense Share:
	33.25% for the Premises (computed on the basis of 95% occupancy) consisting of 278,534 rentable square feet, exclusive of the Fifth Expansion Spaces.
11.22% for the Fifth Expansion Spaces Premises (computed on the basis of 95% occupancy).
19.52% for the Amendment 5 Expansion Spaces (computed on the basis of 95% occupancy).
13.22% for the Amendment 6 Expansion Spaces (computed on the basis of 95% occupancy).






4.    Condition of Amendment 6 Expansion Spaces.
		
	A.
	The Amendment 6 Expansion Spaces shall be delivered to Tenant as of the applicable Add to Premises Date in as-is, where-is condition, except that Landlord shall deliver the Amendment 6 Expansion Spaces broom-clean and free of all occupants, furniture, debris and other personal property.  Subject to the foregoing, without limitation, Landlord shall have no responsibility for any condition or construction within the Amendment 6 Expansion Spaces or for any condition above the finished ceilings except with regard to utilities and conduits serving premises other than the Premises, except that the foregoing shall not relieve Landlord from its obligations to deliver the Premises with all base Building systems operational at the Premises and to repair and maintain the Building components described in Section 8.02 of the Original Lease (as the same may be amended from time to time) in accordance with and subject to said Section 8.02 of the Original Lease (as the same may be amended from 




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time to time).  Subject to the foregoing, the obligations of Landlord under Exhibit B-2 of the Original Lease shall not be applicable to the Amendment 6 Expansion Spaces nor shall Tenant have any right to any Allowance with respect to the Amendment 6 Expansion Spaces under Article 38 of the Original Lease.  Tenant shall be responsible for the demolition of the Amendment 6 Expansion Spaces and for all construction therein and for installation of telecommunications, business equipment and furniture (all of which shall be subject to the terms and conditions of the Lease regarding Alterations as if the amendment 6 Expansion Spaces were a part of the Premises) and all costs in connection therewith including without limitation, electricity used incident to such demolition and construction therein.  Without limiting the generality of the foregoing, all work necessary to prepare the Amendment 6 Expansion Spaces for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease.  Furthermore, if any alterations or modifications to the Building are required under applicable Legal Requirements by reason of the density of Tenant’s usage if in excess of ordinary office-related use or the Alterations made by Tenant to the Amendment 6 Expansion Spaces which are not ordinary office leasehold improvements, the cost of such Building modifications (including, without limitation, to bathrooms) shall be paid by Tenant.
		
	B.
	Solely for the purpose of determining Tenant’s obligations with respect to restoration of the Premises at the end of the Term, all Alterations made by Tenant to initially prepare the Amendment 6 Expansion Spaces shall be deemed “Initial Alterations”; accordingly, Tenant shall not be required to remove or restore any of such Alterations (or Alterations that were comparable replacements thereof) whether or not the same are Specialty Alterations.  Tenant shall not be required to pay Landlord for the use of elevators and hoists during the making of initial Alterations to the Amendment 6 Expansion Spaces.


5.    Letter of Credit.  Tenant agrees, on or before October 1, 2017 to increase the Letter of Credit Amount to $6,908,000.00.  Section 1.21 of the Lease is hereby amended accordingly.
6.    Boardroom Relocation.  Tenant shall be solely responsible for all costs and expenses related to the relocation of its boardroom (the “Boardroom Relocation”); provided, however, Landlord shall provide an allowance for construction and relocation costs (including the purchase of new furniture, fixtures, and equipment for the boardroom) related to the Boardroom Relocation in an amount not to exceed One Hundred Nineteen Thousand One Hundred Eighty and 00/100 Dollars ($119,180.00) (the “Boardroom Allowance”).  If the actual cost of the Boardroom Relocation is less than the Boardroom Allowance, Tenant shall not be entitled to any credit, payment or abatement on account thereof. If the actual cost of the Boardroom Relocation exceeds the Boardroom Allowance, Tenant shall be responsible for all 


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amounts in excess thereof. Landlord agrees to pay the Boardroom Allowance to Tenant within forty-five (45) days of completion of the Boardroom Relocation and Landlord’s receipt of invoices therefor, together with the contractor’s waiver of liens with respect to such work.
7.    Potential Expansion Space.  Section 7 of the Fifth Amendment (including Exhibit “E” of the Fifth Amendment) is hereby deleted in its entirety and is of no further force or effect. In addition, Tenant hereby acknowledges that it did not exercise any rights under said Section 7 prior to January 1, 2017.  
8.    Fifth Amendment Right of First Offer.    Tenant hereby acknowledges that the terms and conditions of its right of first offer under Section 9 of the Fifth Amendment shall not apply to the leasing of the Amendment 6 Expansion Spaces contemplated under this Sixth Amendment; provided, however, that Tenant’s rights under said Section 9 of the Fifth Amendment shall remain in full force and effect with respect to all of the other space described therein.  
9.    Brokerage.  Tenant represents that Tenant has dealt with (and only with) Transwestern/RBJ as broker in connection with this Sixth Amendment, and that insofar as Tenant knows, no other broker negotiated this Sixth Amendment or is entitled to any commission in connection therewith.  Tenant agrees to indemnify, defend and hold harmless Landlord its employees and agents from and against any claims made by any broker or finder other than the broker described above for a commission or fee in connection with this Sixth Amendment or any sublease hereunder (but nothing herein shall be construed as permitting any such sublease) provided that Landlord has not in fact retained such broker or finder.  Landlord agrees to indemnify, defend and hold harmless Tenant, its employees and agents from and against any claims made by any broker or finder named above or any other broker claiming to have earned a commission or fee in connection with this Sixth Amendment, provided Tenant has not in fact retained such broker or finder.  In addition, Landlord shall pay the fees of Transwestern/RBJ with respect to this Sixth Amendment in accordance with a separate agreement with such broker.
10.    Miscellaneous.
		
	A.
	This Sixth Amendment sets forth the entire agreement between the parties with respect to the matters set forth herein.  There have been no additional oral or written representations or agreements.  Under no circumstances shall Tenant be entitled to any Rent abatement, improvement allowance, leasehold improvements, or other work to the Premises, or any similar economic incentives that may have been provided Tenant in connection with entering into the Lease, unless specifically set forth in this Sixth Amendment or the Lease as amended hereby.  Exhibits attached hereto are incorporated herein by reference.


		
	B.
	Landlord and Tenant hereby agree to execute, acknowledge and deliver, in recordable form, an amended notice of the Lease to reflect all of the Premises leased by Tenant under the Lease, consistent with the provisions of Massachusetts General Laws, Chapter 183, Section 4.  Landlord 




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represents and warrants to Tenant that as of the date of Landlord’s execution of this Sixth Amendment, there is no mortgage on the Building or the Property.  Landlord shall request and use reasonable efforts to obtain from the DOT a recognition agreement with respect to this Sixth Amendment consistent with the provisions of the last paragraph of Article 21 of the Lease.
		
	C.
	Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and in full force and effect.


		
	D.
	In the case of any inconsistency between the provisions of the Lease and this Sixth Amendment, the provisions of this Sixth Amendment shall govern and control.


		
	E.
	Submission of this Sixth Amendment by Landlord is not an offer to enter into this Sixth Amendment, but rather is a solicitation for such an offer by Tenant.  Neither party shall be bound by this Sixth Amendment until such party has executed and delivered the same to the other party.


[Signatures appear on the next succeeding page]


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IN WITNESS WHEREOF, Landlord and Tenant have caused this document to be executed under seal as of the date first above written.


LANDLORD:
COPLEY PLACE ASSOCIATES, LLC, a Delaware limited liability company
		
	By:
	SPG COPLEY ASSOCIATES, LLC, a Delaware limited liability company, 
managing member




By: /s/ DAVID J. CONTIS 
       David J. Contis 
       hereunto duly authorized


TENANT:
WAYFAIR LLC


By: /s/ NICHOLAS MALONE 
Its: Chief Administrative Officer & Treasurer and not individually 
hereunto duly authorized






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Exhibit A
Amendment 6 Expansion Spaces




	
				
	TOWER
	FLOOR
	RENTABLE SQUARE FOOTAGE
	ADD TO PREMISES DATE

	Three
	2
	12,537
	October 1, 2017

	Three
	3
	25,343
	October 1, 2017

	One
	2
	39,414
	January 1, 2018

	One
	6
	3,887
	January 1, 2018

	Two
	2
	29,573
	January 1, 2018




















Exhibit B 
Floor Plans of Amendment 6 Expansion Spaces




















Exhibit C
Base Rent for Amendment 6 Expansion Spaces 


	
				
	 
Period


	Annual Base Rent 
Per Rentable 
Square Foot
	Annual 
Base Rent
	Monthly 
Installment of 
Annual 
Base Rent (proportionately for any partial month

	October 1, 2017 through December 31, 2017 (based on 37,880 rsf)
	$0.00
	$0.00
	$.00

	January 1, 2018 through September 30, 2018 (based on 110,754 rsf)
	$0.00
	$0.00
	$.00

	October 1, 2018 through June 30, 2019 (based on 110,754 rsf)
	$38.25
	$4,236,340.50
	$353,028.38

	July 1, 2019 through June 30, 2020 (based on 110,754 rsf)
	$39.25
	$4,347,094.50
	$362,257.88

	July 1, 2020 through June 30, 2021 (based on 110,754 rsf)
	$40.25
	$4,457,848.50
	$371,487.38

	July 1, 2021 through June 30, 2022 (based on 110,754 rsf)
	$41.25
	$4,568,602.50
	$380,716.88

	July 1, 2022 through June 30, 2023 (based on 110,754 rsf)
	$42.25
	$4,679,356.50
	$389,946.38

	July 1, 2023 through June 30, 2024 (based on 110,754 rsf)
	$43.25
	$4,790,110.50
	$399,175.88

	July 1, 2024 through June 30, 2025 (based on 110,754 rsf)
	$44.25
	$4,900,864.50
	$408,405.38

	July 1, 2025 through June 30, 2026 (based on 110,754 rsf)
	$45.25
	$5,011,618.50
	$417,634.88

	July 1, 2026 through June 30, 2027 (based on 110,754 rsf)
	$46.25
	$5,122,372.50
	$426,864.38

	July 1, 2027 through December 31, 2027 (based on 110,754 rsf)
	$47.25
	$5,233,126.50
	$436,093.88