EXHIBIT
10.6  EIGHTH AMENDMENT TO
LEASE
 
 THIS
Eighth Amendment to Lease (this “Amendment”) is entered into as
of March 31, 2008 (“Effective
Date”), between NNN 100 Cyberonics Drive, LLC, NNN 100
Cyberonics Drive 1, LLC, NNN 100 Cyberonics Drive 2, LLC,
NNN 100 Cyberonics Drive 3, LLC, NNN 100 Cyberonics Drive 4,
LLC, NNN 100 Cyberonics Drive 5, LLC, NNN 100 Cyberonics
Drive 6, LLC, NNN 100 Cyberonics Drive 7, LLC, NNN 100
Cyberonics Drive 8, LLC, NNN 100 Cyberonics Drive 9, LLC,
NNN 100 Cyberonics Drive 10, LLC, NNN 100 Cyberonics
Drive 11, LLC, NNN 100 Cyberonics Drive 12, LLC, NNN 100
Cyberonics Drive 13, LLC, NNN 100 Cyberonics Drive 14, LLC, each
one a Delaware limited liability company (“Landlord”), acting by and
through Triple Net Properties Realty, Inc. (“Agent for Landlord”),
successor-in-interest to and assignee  of  Space Center
Operating Associates, L.P., and CYBERONICS, INC., a Delaware corporation (“Tenant”).
 
 RECITALS:
 
 A.           Space
Center Operating Associates, L.P. and Tenant entered into a certain Lease
Agreement (the “Lease
Agreement”) dated effective December 5, 2002, as amended by amendment to
lease dated March 3, 2003 (the “First Amendment”) second
amendment to lease, dated October 2, 2003  (the “Second Amendment“),  third amendment to lease dated March 11, 2004 (the “Third Amendment”), fourth
amendment to the lease agreement dated March 23, 2005(the“Fourth Amendment”), fifth
amendment to the lease agreement dated May 5, 2005 (the “Fifth Amendment”), sixth
amendment to the lease agreement dated as of July 13, 2005 (the “Sixth Amendment”), and seventh
amendment to lease dated as of December 28, 2007 (the “Seventh Amendment”) (the Lease
Agreement, as previously amended, and this Amendment are hereinafter
collectively referred to as the “Lease”);
 
 B.           Following
the surrender of Suites 115 and 140 on or about December 1, 2007,the Premises comprised a
total of 131,824 Rentable Square Feet, consisting of Suites 102, 103, 105, 106,
107, 110, 127, 130, 143, 150, 160, 200, 203, 300, 400, 500, and 600, and
Tenant’s Proportionate Share of the Building was 91.33%;
 
 C.           Following
the surrender of Suites 102 and 130 on or about March 1, 2008, the Premises
comprise a total of 129,769 Rentable Square Feet, consisting of Suites 103, 105,
106, 107, 110, 127, 143, 150, 160, 200, 203, 300, 400, 500, and 600, and
Tenant’s Proportionate share of the Building is 89.90%; and
 
 D.           The
parties now desire to modify the provisions concerning surrender of the
Surrendered Spaces, upon the terms and conditions of this
Amendment.
 
 NOW, THEREFORE, in
consideration of the sum of Ten and 00/100 Dollars ($10.00) and other valuable
consideration paid by each party to the other, the receipt and sufficiency of
which are hereby acknowledged, Landlord and Tenant do hereby amend the Lease as
follows:
   AGREEMENTS:
 
 1.           Definitions.  All
terms not otherwise defined herein shall have the meanings given them in the
Lease Agreement.
  2.           Premises.   Paragraph 2 of the
Seventh Amendment is modified by deleting the chart contained therein and
substituting the following chart and new language:
  Surrender
      Date
              Suite
      No.
              Square
      Footage of Surrendered Space
              Remaining
      RSF
              Proportionate
      Share following Surrender12/01/07
              115
      and 140
              2,323
              131,824
              91.33%03/01/08
              130
      and 102
              2,055
              129,769
              89.90%03/31/08
              2XX
              11,440
              118,329
              81.98%06/01/08
              127
              3,852
              114,477
              79.31%
 
  The
parties acknowledge the vacation and surrender of Suite 115 as of December 1,
2007.  The term “Suite 2XX” shall mean that
certain portion of the second level of the Premises leased by Tenant under the
terms of the Lease, being sometimes referred to in the Lease as Suites 200 and
203.
  3.           Entry
into Suite 2XX.  Between the Effective Date of this Amendment
and the March 31, 2008 Surrender Date for Suite 2XX, in partial consideration
for Landlord’s agreement to permit Tenant to surrender Suite 2XX earlier than
agreed to in the Seventh Amendment, Tenant hereby consents and agrees that
Landlord shall have the right to enter Suite 2XX for the sole purpose of making
any leasehold improvements in connection with Landlord’s lease of Suite 2XX to
SGT, Inc., or an affiliate thereof (“SGT”), and that Landlord may
permit SGT to enter Suite 2XX in order to install its furniture, fixtures and
equipment, wiring and cabling; provided, however, that the
consent and agreement contained herein is not intended to nor shall it permit
SGT to take occupancy of Suite 2XX prior to the March 31, 2008 Surrender
Date.  No such entry by Landlord or SGT shall be deemed to effect a
surrender or acceptance of surrender of Suite 2XX any other portion of the
Premises, or a breach of Landlord’s covenant of quiet possession, and the Lease
shall remain in full force and effect, except as expressly modified
hereby.  Landlord acknowledges that Landlord’s indemnity of Tenant and
waiver of claims and subrogation set forth in Section 14 of the
Lease Agreement applies to the entry of Landlord and SGT into Suite 2XX prior to
the March 31, 2008 Surrender Date.
  4.           Base
Rent.  The rent schedule set forth in Paragraph 4 of the
Seventh Amendment is deleted and replaced with the following:
 
 Lease
      Years
              Annual
      Base Rent per Rentable Square Foot
              Monthly
      Base Rent Payment11/
      01/07 – 11/30/07
              $21.50
              $240,346.7112/01/07
      – 12/31/07
              $21.50
              $236,184.4701/01/08
      – 02/29/08
              $22.00
              $241,677.3303/01/08
      – 03/31/08
              $22.00
              $237,909.8304/01/08
      – 05/31/08
              $22.00
              $216,936.5006/01/08
      – 08/31/08
              $22.00
              $209,874.7509/01/08
      – 12/31/08
              $22.00
              $209,874.7501/01/09
      – 12/31/09
              $22.50
              $214,644.3801/01/10
      – 12/31/ 10
              $23.00
              $219,414.2501/01/11
      – 12/31/11
              $23.50
              $224,184.1301/01/12
      – 12/31/12
              $24.00
              $228,954.0001/01/13
      – 12/31/13
              $24.50
              $233,723.8801/01/14
      – 12/31/14
              $25.00
              $238,493.75
 
 5.           Base Rent
Credit.  Paragraph 4 of the
Seventh Amendment is further amended to include the following:  “The
Base Rent payable by Tenant hereunder shall be subject to a credit in the total
amount of $2,143.75, which credit is attributable to the Base Rent paid for
Suite 115 despite the surrender of Suite 115 on December 1, 2007 and which shall
be offset against Monthly Base Rent otherwise payable by Tenant on a
dollar-for-dollar basis commencing with the Base Rent Payment due April 1, 2008
until the credit is depleted.
 
 6.           Certain
Personal Property and Equipment.  Tenant hereby agrees that all
furniture and furnishings located in Suite 2XX on the Effective Date of this
Amendment (the “Furniture”) listed on Exhibit A hereto, and
all wiring and data cabling installed by or for Tenant in or serving Suite
2XXshall be and
become the property of Landlord upon the Surrender Date for Suite 2XX, without
additional consideration therefore, as fully as though conveyed and transferred
by bill of sale.  Tenant conveys and transfers the Furniture, wiring
and cabling, in AS IS, WHERE IS condition, without any warranties, express or
implied, except for warranties of title.  Tenant warrants that Tenant
owns the Furniture, wiring and cabling; the Furniture, wiring and cabling are
unencumbered; the transfer of the Furniture, wiring and cabling will not violate
any agreement to which Tenant is a party or by which Tenant is bound; and Tenant
has full power and authority to transfer and convey title to the Furniture,
wiring and cabling.  Notwithstanding anything to the contrary
contained herein, it is specifically understood and agreed by the parties that
the card access system and related equipment serving Suite 2XX shall be excluded
from the conveyance contained herein.
 
 7.           Brokerage.   Landlord
and Tenant each represent and warrant to the other that it has not dealt with
any broker or agent in connection with the negotiation or execution of this
Amendment.  Tenant and Landlord shall each indemnify and hold the
other harmless from all liability arising from any claim by any broker claiming
by, through or under the indemnifying party.
  8.           Anti-Terrorism
Statutes.  Tenant hereby represents and warrants to Landlord
that Tenant is not: (1) in violation of any Anti-Terrorism Law; (2) conducting
any business or engaging in any transaction or dealing with any Prohibited
Person, including the making or receiving or any  contribution of
funds, goods or services to or for the benefit of any Prohibited Person; (3)
dealing in, or otherwise engaging in any transaction relating to, any property
or interest in property blocked pursuant to Executive Order No. 13224; (4)
engaging in or conspiring to engage in any transaction that evades or avoids, or
had the purpose of evading or avoiding, or attempts to violate any of the
prohibitions set forth in any Anti-Terrorism Law; or (5) a Prohibited Person,
nor are any of its partners, members, managers, officers or directors a
Prohibited Person.  As used herein, “Antiterrorism Law” is defined
as any law relating to terrorism, anti-terrorism, money laundering or anti-money
laundering activities, including Executive Order No. 13224 and Title 3 of the
USA Patriot Act.  As used herein “Executive Order No. 13224” is
defined as Executive Order No. 13224 on Terrorist Financing effective September
24, 2001, and relating to “Blocking Property and Prohibiting Transactions With
Persons Who Commit, or Support Terrorism” “Prohibited Person” is defined
as (1) a person or entity that is listed in the Annex to Executive Order 13224;
(ii) a person or entity with whom Tenant or Landlord is prohibited from dealing
or otherwise engaging in any transaction by any Anti Terrorism Law, or (iii) a
person or entity that is named as a “specially designated national and blocked
person” on the most current list published by the U.S. Treasury Department
Office Of Foreign Assets Control as its official website,
http://www.treas.gov/ofac/t11sdn.pdf or at any
replacement website or other official publication of such
list.  “USA Patriot
Act” is defined as the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001”
(Public Law 107-56).
 
 9.           Full
Force and Effect; Condition Precedent.  Except as extended by
this Amendment, all terms and conditions of the Lease shall remain in full force
and effect and Landlord and Tenant shall be bound
thereby.    Tenant hereby represents, warrants and agrees
that:  (a)  there exists no breach, default or event of
default by Landlord under the Lease, or any event or condition which, with
notice or passage of time or both, would constitute a breach, default or event
of default by Landlord under the Lease, (b) the Lease continues to be a legal,
valid and binding agreement and obligation of Tenant, and (c) Tenant has no
offset or defense to its performance or obligations under the
Lease.  Tenant hereby waives and releases all demands, charges,
claims, accounts or causes of action of any nature against Landlord or
Landlord’s employees or agents (including Agent), including without limitation,
both known and unknown demands, charges, claims, accounts, and causes of action
that have arisen out of or in connection with the Lease or Tenant’s occupancy of
the Premises under the Lease.  The obligations of the parties under
this Amendment are subject to and conditioned upon receipt by Landlord of a
lease with SGT for Suite 2XX acceptable to Landlord.  Landlord will
promptly notify Tenant when the condition has been satisfied.
  10.           Authority.  Each
party represents and warrants that it has due power and lawful authority to
execute and deliver this Amendment and to perform its obligations under the
Lease; and the Lease and this Amendment are the valid, binding and enforceable
obligations of such party.
  [Signatures
follow]
   
 EXECUTED
as of the date first written above.
   LANDLORD:
              
              TENANT:TRIPLE NET PROPERTIES REALTY,
              
              CYBERONICS, INC.INC.,Agent for LandlordBy:
              
              By:/s/DANIEL J
      MOOREName:
              
              Name: Daniel
      J MooreTitle:
              
              Title:   President
      & CEODate:
              
              Date:
 Date:
  
  EXHIBIT
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