Exhibit
10.25


 


LEASE OF IMPROVED PROPERTY


 


This Lease made and entered into this 15th day of May, 2005 between Baker Properties Limited Partnership,
having its office and principal place of business in Pleasantville, New York,
herein after referred to as “Lessor” and Tangoe, Inc., a Corporation, organized and existing under the laws of
the State of Delaware, having an office and a place of business in New Haven,
Connecticut 06511, hereinafter referred to as “Lessee”.


 


W I T N E S S E T H


 


That Lessee and Lessor do hereby agree as follows:


 


1.  DEMISED PREMISES


 


(a)                                  Lessor demises and lets to
Lessee and Lessee leases and takes from Lessor the premises outlined in red on Exhibit “A”
attached hereto and made a part hereof (“Demised Premises”), consisting of a 66,000
square foot three story facility, located at 35 Executive Boulevard, Orange,
Connecticut, constituting the entire Complex and consisting of the land and all
structures and improvements, now or hereafter located on the land (“Complex”),
as outlined on in black on Exhibit B.


 


(b)                                 The location and boundaries
of the Complex outlined on Exhibit “B” set forth the general layout of the
Complex, but shall not be deemed to be a representation or agreement on the
part of Lessor that the Complex will be as indicated on Exhibit “B”.  Lessor reserves the right at any time to
change the size, height, layout or location of the building, walks, parking,
and loading, as defined in Article 6A hereof, and/or other areas, now or
at any time hereafter forming a part of the Complex; to make alterations or
additions to, and to build additional stories and to add buildings to the
Complex and to designate other parcels of land to be added to the Complex; and
to combine such other parcels including all buildings and improvements thereon,
with the Complex, provided that in no event shall any such changes, alterations
or additions materially effect Lessee’s business operations on the Demised
Premises or access thereto.


 


(c)                                  Lessee’s right to use and
occupy the Demised Premises during the Term shall include the right to use and
occupy an Exclusive Outside Area as outlined in blue on Exhibit “A”.  Lessee’s use and occupancy of such Exclusive
Outside Area shall be governed by the provisions of Article 6 hereof.  This Exclusive Outside Area contains one (1) truck
and loading docks.  Additionally, Lessee
shall have the exclusive right to the use of all building designated automobile
parking spaces located within the Complex, as outlined in blue on Exhibit B.


 


(d)                                 Nothing herein contained shall
be construed as a grant or demise by Lessor to Lessee of the roof or exterior
walls of the Complex or the land below the floor of the Demised Premises, or
any part of the Complex exterior to the Demised Premises, or of the Common
Areas, except as specified in Lease Article 32.


 


(e)                                  Lessor reserves from the
Demised Premises the right of reasonable ingress and egress through the Demised
Premises to part of the Complex not hereby demised, and also 


 

















 


reserves space for pipes, ducts and wires, leading to and from parts of
the Complex not hereby demised.


 


2.  TERM


 


The Term of this Lease shall be for
Seventy-One and One-half (711⁄2) months, commencing May 15, 2005 and ending,
unless sooner terminated on April 30, 2011.  The Term of this Lease shall commence and
Lessee’s obligation to pay the rent and other charges provided for herein shall
commence and become due and payable on May 15, 2005 or on the date when
Lessee shall begin to occupy the Demised Premises, whichever is earlier.


 


Within fifteen (15) days of commencement of
the Term, Lessor and Lessee shall execute and deliver to each other, duplicate
originals of a commencement date statement, in recordable form, which shall
specify the commencement and expiration dates of the Term (“Commencement Date
Statement”), and upon execution the Commencement Date Statement shall be deemed
a part of this Lease.


 


3.  RENT


 


(a)                                  Lessee shall pay a Basic
Rent in advance on the first day of each month of the Term of the Lease as
follows:


 


	
  Period

  	
   

  	
  Annual

  Basic Rent

  	
   

  	
  Monthly

  Basic Rent

  	
   

  
	
  5/15/05 to 4/30/09

  	
   

  	
  $

  	
  1,056,000.00

  	
   

  	
  $

  	
  88,000.00

  	
   

  
	
  5/1/09 to 4/30/10

  	
   

  	
  $

  	
  1,122,000.00

  	
   

  	
  $

  	
  93,500.00

  	
   

  
	
  5/1/10 to 4/30/11

  	
   

  	
  $

  	
  1,188,000.00

  	
   

  	
  $

  	
  99,000.00

  	
   

  



 


If the day on which the Term of this Lease shall commence is other than
the first day of the month, then the rent for the initial fraction of the month
shall be apportioned.  Lessee has paid
$88,000.00(Eighty-Eight Thousand Dollars and no cents), receipt of which is
hereby acknowledged as Basic Rent for the first month; and Lessee has paid
$150,000.00 (One Hundred Fifty Thousand Dollars and No Cents) receipt of which
is hereby acknowledged as a security deposit. 
Provided that Lessee has not been in default under this Lease, the
security deposit shall be reduced to $114,000.00 (One Hundred Fourteen Thousand
Dollars and No Cents) on December 31, 2005, and provided that Lessee has
not been in default under this Lease, further reduced to $99,000.00
(Ninety-nine Thousand Dollars and No Cents) on December 31, 2006.  Provided Lessee is not in default under this
Lease and Lessee has surrendered the Demised Premises to Lessor in accordance
with all of the terms and conditions of this Lease on the Expiration Date (i) Lessor
shall return to Lessee the security deposit then held by Lessor, or (ii) if
Lessor shall have drawn upon such security deposit to remedy defaults by Lessee
in the payment or performance of any of Lessee’s obligations under this Lease,
Lessor shall return to Lessee that portion, if any, of such security deposit
remaining in Lessor’s possession within thirty (30) days after the later of (x) the
Expiration Date, or (y) Lessee’s surrender of the Demised Premises to Lessor.


 

















 


All rental payments shall be paid to directly to Lessor’s lender at
Keybank Real Estate Capital, Attn: Wholesale Lockbox,895 Central Avenue, Suite 600,
Cincinnati, OH 45202 or at such other place as Lessor may designate in writing,
free of all claims, demands, or offsets of any kind or character.


 


If Lessee shall fail to pay when due any
installment of Basic Rent, Real Property Tax Escalations or any other charges
to be paid by Lessee hereunder, Lessee shall pay a late charge of $0.06 for
each $1.00 which remains unpaid.  Such
late charge is intended to compensate Lessor for additional expenses incurred
by Lessor in processing such late payments and shall be due and payable within
five (5) days of billing therefor. 
Nothing herein shall be intended to violate any applicable law, code or
regulation, and in all instances all such charges shall be automatically
reduced to any maximum applicable legal rate or charge.  Such charge shall be imposed monthly for each
late payment.


 


(b)                                 The Basic Rent shall be
gross to Lessor and shall also include Base Year Real Property Taxes, as
hereinafter defined, and Base Year Common Area Costs (“COC”) as hereinafter
defined.  The Base Year amount for COC
shall be $54,195.14.  Beginning on May 1,
2008, the Base Year for COC shall be equal to the COC due for the Complex
during the 2008 calendar year.  COC shall
be defined as, and shall include, the cost of; trash, garbage and other refuse
removal; the cost and expense of gardening and landscaping; Lessor’s insurance
including bodily injury, public liability, property damage liability, fire and
extended coverage or all risk insurance covering the Complex, and rent
insurance.  Additional costs incurred by
Lessor to effectuate operation, maintenance and repair of the Complex including
but not limited to repairs to the building and building improvements and other parts
of the Complex; restriping parking areas; repair to parking areas; painting;
maintenance and repairs of traffic and directional signs and equipment;
maintenance and repair of electric and other utility lines servicing the
Complex, policing and regulating traffic; maintenance and repair of fire
sprinkler, plumbing, HVAC repairs and maintenance, elevator maintenance, window
cleaning and costs for roof maintenance (less than $5,000 (Five Thousand
Dollars) per annum for the period ending April 30, 2008 only); repair to
the parking area; and all other similar costs properly chargeable to such
operation, maintenance and repair.  COC
shall also include:


 


1)                                      Reasonable wages and
salaries of all on-site personnel engaged in the actual physical operation and
maintenance of the Complex, including Employer’s Social Security Taxes and any
other taxes which may be levied against Employer on such wages and salaries,
but excluding salaries of executive personnel above the level of Property
Manager.


 


2)                                      Reasonable and customary
managing agent’s fees in accordance with any agreement between the Landlord or
owner of the Complex and any managing agent (not to exceed five percent (5%) of
gross rentals).


 


3)                                      All office supplies and
similar materials used in the operation of the Complex.


 


Lessor shall, on or before December 15th of each Lease Year during the Term hereof,
furnish Lessee with a written estimate (“Estimate”) of anticipated increases in
COC and increases in Real Property Taxes for the ensuing Lease Year.


 

















 


Commencing with the first monthly rent
payment due and thereafter each month during the balance of such ensuing Lease
Year, Lessee shall pay, together with the Basic Rent hereinbefore provided,
one-twelfth (1/12) of Lessee’s Proportionate Share of the annual amount of the
foregoing estimated increases in COC and increases in Real Property Taxes, all
pursuant to such Estimate.  Within one
hundred thirty-five (135) days after the close of each calendar year, Lessor
agrees to furnish to Lessee a statement of actual increases in COC and
increases in Real Property Taxes incurred during the preceding year together
with an accounting of all payments made by Lessee during such year.  If Lessee has overpaid, then Lessor shall
furnish Lessee with a credit statement to be applied to the next monthly rent
payment due, and if Lessee has underpaid, Lessee shall pay the amount of the
underpayment together with the next monthly rent payment due.  Any such adjustment shall survive the
expiration of this Lease and if the term expires and either party owes the
other any money pursuant to this section, such amount shall be paid within
thirty (30) days after Lessor provides the statement to Lessee.


 


Notwithstanding anything to the contrary
contained herein, COC shall be exclusive of the following, which shall not be
charged to Tenant:


 


a)                                      Items which are the
responsibility of any tenant or Landlord or caused by the intentional or
grossly negligent acts of any such tenant, Landlord, their agents, employees,
contractors, licensees or invitees;


 


b)                                     All costs of leasing space
in the complex including office expenditures, legal fees and broker’s
commissions;


 


c)                                      Costs actually covered by
Landlord’s insurance or other manner of reimbursement to the extent that
payment is actually received by Landlord;


 


d)                                     Condemnation cost or Capital
repairs resulting from damage by fire, windstorm or other casualty as set forth
and pursuant to Article 10 and 11 of this Lease;


 


e)                                      Depreciation and
amortization of any kind;


 


f)                                        Interest on debt or
amortization payments on any mortgage or mortgages and/or rentals under any
ground lease or other underlying leases.


 


Notwithstanding the provisions of this
Article, during the initial term of this Lease, any expenditure which is made
to the Complex and which is considered to be a capital item under generally accepted
accounting principals, then the cost of such capital expenditure shall be
included in COC if amortized over the useful life of such cost on a straight
line basis.


 


In addition Lessee shall be directly
responsible for all costs and expenses associated with the service and
maintenance of janitorial, extermination and snow plowing for the Demised
Premises and Complex.  Lessee shall
contract directly with janitorial services for the Demised Premises and snow
plowing services for the Demised Premises and Complex.  Said services shall be provided in similar
manner and scope as Lessor maintains its own adjacent properties.


 

















 


4.  IMPROVEMENTS


 


(a)                                 Lessor’s Work


 


The Demised Premises shall be delivered in an
As-Is condition and Lessee accepts the Demised Premises in its As-Is, Where-Is
condition.


 


If Lessee is not in default and has a tangible net worth of $5,000,000
or greater, Lessor shall provide to Lessee a $390,000 cash allowance (“Allowance”)
on May 1, 2008 (“Allowance Date”) toward proposed Lessee building
improvements or future rent payments. 
Upon 60 days prior notice between May 1, 2008 and May 1, 2009,
Lessee must notify Lessor in writing if it intends to use part or all of the
cash allowance as a credit against future rent obligations.  Upon said notification, Lessor will credit
tenant for future rent payments up to the amount of the notification
amount.  If Lessee utilizes a portion of
said Allowance, then Lessee must operate in conformance with paragraph 4(b) below.


 


(b)                                Lessee’s Work


 


1.                                       Within thirty (30) days
following the execution and delivery of this Lease, Lessee shall submit to
Lessor, for Lessor’s written approval, which shall not be unreasonably withheld
or delayed, at Lessee’s own cost and expense, plans for the Demised Premises,
prepared by architects and engineers (where applicable) and others previously
approved by Lessor, describing all work (Lessee’s Work), other than Lessor’s
Work necessary for the opening and operation of Lessee’s business, including,
without limitation, trade fixtures and equipment, lighting fixtures and
appliances, and Lessee shall also deliver to Lessor a detailed statement of the
cost of Lessee’s Work.  Such plans and
specifications shall be prepared in, and Lessee’s Work shall be completed in,
conformity with all applicable laws, codes, orders, rules, regulations and
requirements and Lessor’s approval shall not be a waiver of the foregoing
requirement nor impose any liability or responsibility upon Lessor for the
legality or adequacy of such plans and specifications.


 


2.                                       Lessee shall employ in the
performance of Lessee’s Work, only such labor as will not cause any controversy
with any labor organization, representing trades performing work for Lessor,
its contractors and subcontractors, in and about the Complex.  All contractors performing work for Lessee
shall be subject to Lessor’s prior approval which shall not be unreasonably
withheld.


 


3.                                       Lessee shall be responsible
for obtaining all permits from governmental agencies having jurisdiction, prior
to the commencement of any Lessee’s Work and all certificates of occupancy and
other documents reasonably required by Lessor to evidence completion of Lessee’s
Work.


 


4.                                       Lessee shall cause such
contractors employed by Lessee to carry workmen’s compensation insurance in
accordance with statutory requirements and comprehensive liability insurance
covering such contractors in amounts not less than $1,000,000 single combined
limit, which policy shall name Lessor as an additional insured, and Lessee
shall 


 

















 


submit certificates evidencing such insurance coverage to Lessor prior
to the commencement of any work.


 


5.                                       Pursuant to paragraph 4 (a) above
Lessor shall fund the remaining Allowance, if any, towards the cost of Lessee’s
Work.  Such costs shall be paid bi-weekly
on the 10th or the 25th of the month by Lessor to either Lessee or directly to
Lessee’s contractors.  In the event that
the 10th or the 25th is not a business day, payment shall be made on the next
business day.  Lessee shall provide
Lessor not later than five (5) business days prior to the date for payment
with a request for payment listing the work completed and for the appropriate
application period for which these progress payments are being requested and
attaching thereto copies of contractor requests with applicable lien releases
for payment for such work.  Lessee shall
also indicate to whom such payment shall be directed.  Upon receipt of such listing, Lessor shall be
authorized to and shall disburse such amounts less a ten percent (10%)
retainage as indicated on the next succeeding payment date.  Upon making such disbursements, Lessor shall
provide Lessee with an accounting of such disbursements including the total
disbursements to date and the amount remaining available from the
Allowance.  So long as a Certificate of
Occupancy for the Demised Premises has been furnished to Lessor and all
outstanding lien releases have been submitted to Lessor, the retainage amount
shall be disbursed at the completion of Lessee’s Work.


 


5.  USE


 


The Demised Premises shall be used by Lessee
for general and administrative offices and for no other purpose without the
written consent of Lessor which consent shall not be unreasonably
withheld.  Additionally, Lessee shall not
store, stack or place any goods or merchandise outside the building.


 


6.  COMMON AREAS, EXCLUSIVE
OUTSIDE AREA AND PARKING


 


(a)                                  Lessee shall have the use of
the entire Complex and there are no common areas in Complex.


 


(b)                                 “Exclusive Outside Area”
shall mean the parking, loading and other outside areas of the Complex as
outlined in blue, and designated as “Exclusive Outside Area”, on Exhibit “B”.  Subject to the other provisions of this
Lease, Lessee, its employees, agents, licensees and invitees shall have the
exclusive right to use the Exclusive Outside Area for access to and from the
Demised Premises, loading and parking. 
Notwithstanding the foregoing, Lessor shall have no obligation
whatsoever to enforce the exclusive right or to patrol the Exclusive Outside
Area.  Use of the Exclusive Outside Area
shall be at the sole risk of the user; and excepting Lessor’s gross negligence
Lessor shall not be liable for any injury to person or property, or for loss or
damage to any vehicle or damage to any vehicle or its contents resulting from
theft, collision, vandalism or any other cause whatsoever.  Lessee shall cause its personnel and visitors
to remove their vehicles from the parking area at the end of a working
day.  If any vehicle owned by Lessee or
by its personnel or visitors remains in the parking area overnight and the same
interferes with the cleaning or maintenance of said area (snow or otherwise),
any reasonable out of pocket costs including reasonable attorney fees and
liabilities incurred by Lessor or Lessor’s contractor in 


 

















 


removing said vehicle to effectuate cleaning or maintenance, or any
damages resulting to said vehicle or to Lessor’s equipment or equipment owned
by others by reason of the presence or removal of said vehicle during such
cleaning or maintenance shall be paid by Lessee to Lessor, as additional rent,
on the rent payment date next following the submission of a bill therefor.


 


(c)                                  Lessor shall have the right
in accordance with Article 1 (b) and this Article 6 (c); to
enter into, modify and terminate easement and other agreements pertaining to
the use and maintenance of the Exclusive Outside Areas; to construct surface or
elevated parking areas and facilities; to establish and change the level of
parking surfaces; to close all or any portion of the Exclusive Outside Area to
such extent as may, in the opinion of Lessor’s counsel, be necessary to prevent
a dedication thereof or the accrual of any rights to any person or to the
public therein; to discourage non-permitted parking; and to do and perform such
other acts in and to the Complex as, in the exercise of good judgment, Lessor
shall determine to be advisable with a view to the improvement of the
convenience and use thereof by Lessee, their officers, agents, employees and
customers, notwithstanding anything in this Article 6 (c) to the contrary,
Lessor  shall have no obligation
whatsoever to take any of the foregoing actions.  Notwithstanding anything to the contrary
contained in this Article 6(c), in no event shall any of the changes or
improvements to the Complex or Exclusive Outside Areas materially effect Lessee’s
ingress or egress into the Demised Premises. 
To the extent that changes or improvements are contemplated pursuant to
this Article 6(c), Lessor shall use its reasonable discretion in providing
Lessee with plans related to the proposed changes or improvements for its
review.


 


(d)                                 Lessee and its employees,
agents, licensees, and invitees shall park only in parking spaces as striped in
designated parking areas.


 


7.  COVENANT OF TITLE AND
QUIET ENJOYMENT


 


Lessor covenants with Lessee that Lessor has
good right to lease said premises in the manner aforesaid.  Lessee, upon paying the rent, and subject to
all the terms and covenants of this Lease, and subject to the provisions of any
mortgage or installment purchase agreement to which this Lease is subordinate
shall quietly have and enjoy the leased premises during the Term of this Lease
without hindrance or molestation by any person.


 


8.  SIGNS


 


Lessee shall be allowed its proportionate
share of all lineage on the building’s directory board and be permitted to
install appropriate signage on the walls of elevator lobbies and entrance doors
to all space under lease.  Subject to
Lessor’s approval and state and local codes in affect, Lessee shall also be
allowed to place Lessee’s business name on the exterior facade of the
building.  Lessee shall bear all costs
associated with the fabrication and installation, maintenance, and repair of
all such signage.  Lessee shall have the
obligation, at the termination of the Lease, to remove all signage and shall
repair and be responsible for any damage to the Complex occasioned by the
installation or removal of all signage.


 

















 


9.  REPAIRS, MAINTENANCE,
ALTERATIONS, CLEANING


 


(a)                                  Subject to the provisions of
Article 3.b., Lessee shall at Lessee’s sole cost and expense, keep and
maintain all portions of the Demised Premises in a clean, wholesome and
sanitary condition and in good order and repair, including, but not limited to
plumbing, electrical, heating and air conditioning systems and the entire interior
of the Demised Premises.  .  Lessee 
shall obtain a standard service agreement from a reputable mechanical
systems service company for the regular service and maintenance of the heating,
ventilation and air conditioning systems in the Demised Premises.  Lessee shall provide Lessor a copy of such
agreement upon Lessor’s request.


 


(b)                                 Lessor agrees to pass on to
Lessee, if possible, the benefits of any manufacturer’s warranties on equipment
installed by Lessor.


 


(c)                                  Lessee shall not make any
alterations or improvements to the Demised Premises without submitting a
detailed cost estimate thereof and without the prior written consent of Lessor,
which consent will not be unreasonably withheld.


 


(d)                                 Lessee shall prevent any
lien or obligation from being imposed upon the Complex and will discharge all
liens or charges for services rendered or materials furnished immediately after
said liens occur or said charges become due and payable.  Notwithstanding the foregoing, after discharging
said liens or charges by Lessee, this shall not prohibit Lessee from filing
separate claims or contesting said liens or charges.


 


Lessee shall be required to make all repairs
resulting from the misuse or neglect by Lessee or any of its employees, agents,
contractors, licensees or invitees or customers.


 


(e)                                  Excepting Lessor’s gross
negligence in performing its maintenance obligations under Article 3(b) and
Article 9(e) and 9(f) of this Lease, Lessor shall have no
liability to Lessee by reason of any inconvenience, annoyance, interruption or
injury to business arising from Lessor making any repairs or changes or
performing maintenance services in the Demised Premises or Complex, whether or
not Lessor is required or permitted by this Lease or by law to make such
repairs or changes or to perform such services. 
Lessor shall use its best efforts to perform such work, except in case
of emergency, at times reasonably convenient to Lessee and otherwise in such
manner and to the extent practical as will not unreasonably interfere with
Lessee’s use and occupancy of the Demised Premises.


 


(f)                                    Lessor reserves the right,
without being in breach of any covenant of this Lease, to stop or suspend the
rendition of any services which Lessor shall perform for so long as may be
necessary, by reason of accidents, emergencies, the making of repairs or
changes or by reason of difficulty in securing proper supplies or by reason of “Unavoidable
Delays”, which mean any delays due to acts of God, governmental restrictions or
guidelines, strikes, labor disturbances, shortages of materials and supplies
and for any other causes or events whatsoever beyond Lessor’s reasonable
control.  In each instance Lessor shall
exercise reasonable diligence to eliminate the cause of stoppage and to
effect restoration of service and shall give Lessee reasonable notice, when
practicable, of the commencement and anticipated duration of such
stoppage.  Lessee shall not be entitled
to any diminution or abatement of rent or other compensation by reason of any
interruption or stoppage.


 














 


(g)           If
Lessor’s inspection of the Demised Premises and Complex reveals that in Lessor’s
reasonable judgment, Lessee has failed to maintain the Demised Premises as
required by Article 9(a) or has made alterations prohibited by Article 9(c),
then Lessor shall give Lessee written notice of such violations.  If such violations have not been corrected
within thirty (30) days of Lessee’s receipt of such notice, Lessor shall have
the right to enter the Demised Premises, correct the violation, and charge
Lessee the reasonable out of pocket cost of such correction plus ten percent
(10%) for Lessor’s overhead.


 


(h)           Lessee
shall have the right, subject to Landlord’s review and approval, to use
building shafts or conduits between Lessee’s Demised Premises and other parts
of the building, including the roof, for the installation and maintenance of
conduits, cables, ducts, pipes, and other devices for communications, data
processing, supplementary HVAC and other facilities consistent with Lessee’s
use of its Demised Premises and other portions of the building.


 


10.  DAMAGE OR DESTRUCTION


 


(a)           If
the Demised Premises are damaged by fire or other casualty, the risk of which
is covered by the insurance policy described in Article 13, this Lease
shall remain in full force and effect and Lessor shall repair or rebuild the
Demised Premises, except for Lessee’s leasehold improvements, to substantially
the same condition as at the time of such damage.  In the case of damage as a result of a risk
not covered by the aforesaid insurance, Lessor shall have the option to either
rebuild the Demised Premises or terminate this Lease.


 


(b)           The
rent payable by Lessee shall be abated or reduced proportionately during any
period in which, by reason of such damage, there is substantial interference
with the operation of the business of Lessee. 
Such abatement or reduction shall continue for the period commencing
with the damage and ending with the completion by Lessor of such repair and/or
reconstruction.


 


11.  CONDEMNATION


 


If the whole of the Demised Premises is taken
or condemned under the exercise of the power of eminent domain by any public
body or if the same is acquired from negotiations in lieu thereof, then Lessor,
at its option, may terminate this Lease without liability to Lessee for damages
of any kind or nature and Lessee hereby waives any interest it may have in the
amount received from the public body.  If
there is a minor condemnation which does not affect the use of the property for
the purpose intended hereunder, there shall be no adjustment in the rent due
hereunder.  Lessee may make a separate
claim for an award in any proceeding with respect to a taking in this Article for
(1) moving expenses, (2) the loss of Lessee’s leasehold improvements,
and any other claim allowed under law provided such award shall be made in
addition to and shall not result in a reduction of the award to Lessor.


 


12.  UTILITIES AND TAXES


 


 


(a)           In
addition to Basic Rent, Lessee shall pay all charges for water, electricity,
fuel and other utilities consumed at the Demised Premises during the Term.  Lessee shall also pay demand or standby
charges which may be charged by such utilities. 
With respect to Lessee’s 


 

















 


actual consumption of fuel and water at the Demised Premises, Lessor,
at the end of the first lease year, shall reimburse Lessee for it’s actual
costs of fuel and water consumption at the Demised Premises as invoiced by the
utility companies up to a maximum amount of $16,500.  For each lease year thereafter, Lessor shall
reimburse Lessee up to a maximum amount of $16,500 (“Escalation Base”) as
escalated annually by the Consumer Price Index for Lessee’s actual consumption
of fuel and water at the Demised Premises. 
For purposes of this paragraph, the Consumer Price Index shall be for
all items for the United States and the Escalation Base shall be $16,500.  Beginning with the 24th month of the Lease, for purposes of
calculating Lessor’s reimbursement escalation to Lessee, the index as of the 13th month of the initial term of the Lease shall
constitute the Base Index.  Beginning
with the 24th month of the Lease, the Index as of the last
month of each lease year shall constitute the Escalation Index.  The Escalation Index shall be divided by the
Base Index; this shall constitute the percentage increase of Lessor’s annual
reimbursement escalation beginning with the 24th month.  For example, if the Base Index on the 13th month is 120 and the Escalation Index on the
24th month is 150: Lessor’s escalation
reimbursement to Lessee at the end of the second lease year would be
(150/120)=125% X $16,500=$20,625.  This
calculation would be applicable to each lease year thereafter through April 30,
2008 only.  Lessee shall submit those
applicable invoices from the utility company to Lessor prior to Lessor’s
reimbursement of fuel and water charges as herein provided.


 


(b)           Lessee
shall pay Lessor, throughout the Term, “Real Property Taxes” (as herein
defined) above the Base Year Real Property Taxes as herein defined.  Said payment to Lessor shall be made at the
time such “Real Property Taxes” are due on a monthly basis in advance or if
required by mortgagee or Lessor, the total amount due to the taxing authority
upon receipt of bills by the taxing authority. 
The “Base Year” Real Property Taxes shall be $163,322.12.  Beginning on May 1, 2008, the Base Year
Real Property Taxes shall be equal to the total Real Property Taxes due for the
Complex during the 2007/2008 fiscal tax year. 
For each succeeding lease year, in addition to Lessee’s Basic Rent,
Lessee shall be responsible for any and all escalations of Real Property Taxes
above the Base Year Real Property Taxes. “Real Property Taxes” shall mean all
real estate and ad valorem taxes, assessments, water and sewer charges, school
taxes and other governmental impositions and charges which shall be levied,
assessed, imposed, or have become due and payable, or liens upon, or arising
from the use, occupancy or possession of the Complex or any part thereof or any
payments made in lieu thereof if the Complex is owned by an Industrial
Development Agency created by the State of Connecticut.  The term Real Property Taxes shall not
include (i) any charge, such as a water meter charge and the sewer rent
based thereon, which is measured by consumption or (ii) any municipal,
state or federal taxes based on net income or any estate, inheritance or
transfer taxes or any franchise taxes assessed against or imposed upon Lessor,
except to the extent substituted for the then Real Property Taxes.  Whether or not Lessor shall take the benefit
of the provisions of any statute permitting any assessment for public
betterments to be paid over a period of years, Lessor shall, nevertheless, be
deemed to have taken such benefit so that the term Real Property Taxes shall
include only the current annual installment of any such assessment.  Lessor hereby covenants with Lessee that
Lessor shall be responsible for paying and shall pay the Real Property Taxes
and shall present receipted tax bills to Lessee.


 

















 


(c)           Lessee
shall have the right of Lessor to protest the amount of any assessments but
shall continue to pay the Real Property Taxes. 
Lessor agrees to cooperate with Lessee in such appeal.


 


(d)           Lessee
at all times shall be responsible for and shall pay, before delinquency, all
taxes levied or assessed by any governmental authority on any leasehold
interest, any investment of Lessee in the Demised Premises, or any personal
property of any kind owned, installed or used by Lessee or on Lessee’s right to
occupy the Demised Premises.  In
addition, Lessee shall be responsible for all taxes attributable to any
increased assessment incurred as a result of any of Lessee’s Work (as defined
in Article 4 hereof).  In the event
that Real Property Taxes are not separately assessed or attributable to such
additions, the informal decision by the Tax Assessor with respect thereto shall
be binding on the parties.


 


13.  INSURANCE


 


I.              During
the Term of the Lease, Lessor shall carry and maintain the following types of
insurance in the amounts specified and Lessee shall reimburse Lessor in
accordance with Article 3(b) of the Lease, Lessee’s Share of all
premiums and coverage for insurance as part of the Complex Operating Costs:


 


(a)           Fire
and Allied Perils Insurance including extended coverage, vandalism and
malicious mischief and “Special Risk of Loss/Special Property Form” insurance
covering the Demised Premises against loss or damage by fire, extended
coverage, vandalism and malicious mischief, and “special risk of loss”
insurance contracts in amounts not less than the Full Replacement Cost of the
Demised Premises as specified by Lessor.


 


Policy shall provide for an agreed amount
endorsement which shall suspend the coinsurance provision of the property
policy.


 


“Full Replacement Cost” (as herein defined)
shall be construed to mean replacement cost, without regard to
depreciation.  The Full Replacement Cost
shall be determined periodically by Lessor or by the Mortgagee holding the
mortgage on the Demised Premises.


 


(b)           Rent
or rental value insurance against loss of rent or rental value due to fire,
extended coverage, vandalism and malicious mischief and the “special risk of
loss” insurance contracts, and in the amount equal to Basic Rent for the
Demised Premises plus the estimated amount of Real Estate Taxes and Complex
Operating Costs payable by Lessee for a period of not less than one (1) year
from the date of the loss.


 


(c)           Landlord’s
Liability Insurance including bodily injury and property damage insuring Lessor
against liability for injury to persons or damage to property occurring in or
about the Demised Premises arising out of the ownership, maintenance or use
thereof.


 


(d)           A
“Difference in Conditions” insurance policy, including flood and earthquake,
shall be secured by Lessor at the option of Lessor in situations and circumstances
where such insurance is required.


 

















 


II.            In
addition, during the Term of this Lease, Lessee shall carry and maintain for
the benefit of Lessor:


 


(a)           A
Boiler and Machinery insurance policy providing Full Replacement Cost coverage
on any boilers, vessels, objects, machinery, (including air conditioning
equipment) and equipment.


 


(b)           Commercial
General Liability Insurance, including bodily injury, contractual, personal
injury, and property damage liability on an occurrence basis, insuring Lessor
and Lessee (and naming Lessor as an additional insured) against liability for
injury to persons or damage to property occurring in or about the Demised
Premises arising out of the ownership, maintenance, or use thereof. The
liability under such insurance shall not be less than $5,000,000 for any one
person injured or killed and not less than $5,000,000 for any one accident and
such insurance shall not be less than $5,000,000 for any property damage per
occurrence, either on an individual or on a combined single limit basis.


 


(c)           Plate
glass insurance for all glass on the Demised Premises with a company acceptable
to Lessor, or Lessee may self-insure such plate glass insurance exposure and,
excepting Lessor’s gross negligence, shall be solely responsible for the replacement
of damaged plate glass and clear plastic panels at Lessee’s expense.


 


In connection with Lessee’s obligation set
forth in this Article 13, Lessee shall obtain such insurance from an
insurance company or companies of recognized responsibility with a Best’s
Rating of A-VII or better and Lessee shall furnish Lessor with a Certificate of
Insurance indicating the coverage and limits of liability applicable thereto
and evidencing the inclusion of Lessor as an additional named insured under
such policy, “As their interests may appear”. 
Lessor reserves the right to request certified copies of the policy and
all its endorsements.


 


The “Certificate of Insurance” described
above shall contain a thirty (30) day cancellation clause clearly shown
therein.  In addition said Certificate of
Insurance shall clearly state that Lessor will be notified in the event of any
reduction in coverage or any material change to the policy.


 


All policies of insurance (except liability
insurance) shall provide by endorsement that any loss shall be payable to
Lessor, Lessee, or any mortgagee as their respective interests may appear.


 


Lessee’s policy(s) shall be written as a
primary policy not contributing with, or in excess of, insurance that Lessor or
others in interest may have.


 


Lessee shall be responsible for any increased
premiums due to Lessee’s use which will adversely impact any insurance policies
covering the building.


 


It is recommended that Lessee carry all risk
property insurance on all of Lessee’s property including contents, trade
fixtures, and tenant improvements whether installed by Lessor or Lessee as
these items are not insured under Article 13.I.(a).


 

















 


In the event any policy recited to this Article 13
shall contain a deductible provision, said deductible, if incurred, shall be
charged to the Complex as a Complex Operating Cost with respect to the
coverages enumerated in Article 13.I. or shall be the responsibility of
Lessee with regard to Article 13.II.


 


To the extent permitted by the insurance
companies furnishing any of the above coverage there shall be a mutual waiver
by Lessor and Lessee of subrogation so that with respect to any loss which is
covered or required by this lease to be covered by insurance carried by Lessor
or Lessee each releases the other from any and all claims with respect to any
losses occurring thereunder.


 


14.  SUBORDINATION


 


(a)           Lessee
agrees that this Lease shall be subordinate to any mortgage, deed of trust or
any other hypothecation for security which has been or may be placed on the
Demised Premises or any part thereof, and to any and all advances made or to be
made thereunder, and to all renewals, replacements and extensions thereof,
requested and made by Lessor and such subordination is hereby made effective
without any further act to be done by Lessee; provided, however that Lessee’s
obligation to subordinate this Lease as aforesaid is expressly conditioned upon
receipt by Lessee of Mortgagee’s standard non-disturbance agreement from such
mortgagee or other holder of a monetary lien upon the Demised Premises or any
part thereof.  Provided, however, in the
event any documents including subordination agreements, lease ratification
agreements and other necessary documents are required to be signed by Lessee to
effectuate the purposes of this Article or the financing or refinancing of
the Demised Premises, Lessee does hereby agree to execute all such documents
upon written demand by Lessor, and to furnish such financial information as may
be required.  Lessee shall also sign a
Subordination Non-Disturbance Agreement which shall be provided by Lessor and
Lessor agrees to obtain for the benefit of the Lessee an executed
non-disturbance agreement from each existing holder of a mortgagee or monetary
lien upon the Demised Premises or any part thereof.


 


15.  CONDITIONAL LIMITATION
AND DEFAULT PROVISIONS


 


Subject to any contrary provisions of any
applicable law, the following shall be conditional limitations of this Lease
and events of default:


 


(a)           Lessee’s
failure to pay Rent, Real Property Taxes or other costs due and payable
hereunder, which failure is not cured within ten (10) days after written
notice of such failure from Lessor to Lessee.


 


(b)           The
nonperformance or violation of the terms and conditions of any other
obligations required hereunder by Lessee, which nonperformance or violation is
not cured within thirty (30) days after written notice thereof from Lessor to
Lessee.  If such nonperformance or
violation cannot be cured within said 30-day period; the same will not be a
default if Lessee exercises due diligence, in the sole discretion of Lessor, to
cure such nonperformance or violation as promptly as possible.


 

















 


(c)           Lessee’s
abandonment of the Demised Premises for ten (10) days.


 


(d)           Lessee’s
filing of voluntary bankruptcy proceedings or the making of an assignment for
the benefit of creditors, or the filing of an involuntary bankruptcy
proceeding, which involuntary proceeding is not terminated and dismissed within
sixty (60) days after such filing.


 


In the event of such uncured defaults, Lessor
may:


 


(a)           Terminate
this Lease and render it null and void and the Term of this Lease shall expire
and all right, title and interest of Lessee shall expire and terminate as fully
and completely as if the default day were the date the Term of this Lease
expired, and Lessee will then immediately quit and surrender the Demised
Premises to Lessor.


 


(b)           Reenter
the Demised Premises and receive rent therefrom.


 


(c)           Re-let
the Demised Premises and receive rent therefrom.


 


(d)           As
liquidated damages, accelerate the balance of the rental payments due under the
terms of this Lease.


 


Lessee shall remain liable for the rent and
other charges as provided for herein. 
Lessee shall also be liable for any repairs or reasonable alterations
necessary to prepare the Demised Premises for re-letting.  Lessee waives any rights to damages against
Lessor by reason of any negligent acts taken by Lessor under provisions of this
Article after such default.


 


16.  TERMINATION


 


Upon the expiration of the Term of this
Lease, or any earlier termination thereof, Lessee shall surrender the Demised
Premises to Lessor in a clean, wholesome and sanitary condition and in good
condition and repair, reasonable wear and tear and insured casualties
excepted.  All structural alterations and
improvements which have been made or installed by Lessee and any and all
built-in or replacement fixtures, including all non portable refrigerated air
conditioning equipment, all heating equipment, all electrical fixtures and
units together with all conduits and wiring in connection with all of said
fixtures, originally installed by Lessee or replaced by Lessee during the Term
of this Lease, in or upon or about the Demised Premises, shall be the property
of Lessor and shall be surrendered to Lessor without any payment therefor; or,
in the alternative, at Lessor’s request, Lessee shall, prior to termination,
remove any fixture, machinery or signs that Lessor may designate and otherwise
restore the premises to its original condition, reasonable wear and tear and damage
by the elements or other casualty excepted. 
Notwithstanding the foregoing, Lessor agrees that Lessee shall not be
required to restore the third floor training room at the expiration of this
Lease.


 


Twelve (12) months prior to expiration of the
Term of this Lease, Lessor shall have the right to enter the Demised Premises
for the purpose of showing same to prospective tenants or purchasers.


 

















 


17.  HOLDING OVER


 


In the event Lessee shall hold the Demised
Premises after the expiration of the Term hereof, with or without the consent
of Lessor, such holding over shall be deemed to have created a tenancy from
month to month, terminable on thirty (30) days notice by either party to the
other and subject to all the terms, conditions, covenants and agreements of
this Lease, except that rental shall be two times the basic rent.


 


18.  COMMISSIONS


 


Lessor shall pay any commissions payable with
regard to this Lease and any provision hereunder pursuant to a separate
agreement.  Lessee represents that no
broker other than O,R & L Commercial Real Estate, having an office at
2 Summit Place, Branford, CT 06405 participated in the negotiations of the
Lease, and Lessee represents that no other broker was a procuring cause with
regard to this Lease and, accordingly, Lessee agrees to indemnify and hold
Lessor harmless from the claim of any other broker with regard to this Lease.


 


19.  INSPECTION OF PREMISES


 


Lessor or its representatives shall be
entitled at any reasonable time and reasonable manner (excepting emergencies) to
enter upon the Demised Premises for the purpose of inspecting the same, subject
to Lessee’s reasonable security regulations.


 


20.  FINANCIAL STATEMENTS


 


Lessee shall upon the request of Lessor
furnish Lessor published Financial Statements of Lessee in a form reasonably
satisfactory to Lessor.


 


21.  INDEMNIFICATION


 


Excepting Lessor’s gross negligence and
willful misconduct with respect to its maintenance obligations under this
Lease, Lessee agrees that Lessor shall not be liable to Lessee or any other person
or persons for or on account of any injury or damage occasioned in or about the
Demised Premises, the Complex and the Exclusive Outside Area to persons or
property of any nature or sort whatsoever or for or on account of any injury to
person or property that may result by reason of any lack of repair of the
Complex or improvements thereof, or by reason of the acts of any persons on the
Complex or for any other reason whatsoever; Lessee agrees to indemnify and hold
Lessor harmless from and on account of any and all loss, damage, liability,
expense, costs and reasonable counsel fees arising out of or resulting from or
incurred in connection with the matters herein or before specified, and from
any and all liability arising from any occurrence causing injury to any person
or property whomsoever or whatsoever.


 


Lessee hereby agrees not to handle, store or
dispose of any hazardous or toxic waste or substance upon the premises which is
prohibited by applicable federal, state or local statues, ordinances or regulations.  Lessee hereby covenants to indemnify and hold
Lessor, its successors and assigns, harmless from any loss, damage, claims,
costs, liabilities or clean-up costs arising out of Lessee’s use, handling,
storage, or disposal of any such hazardous or toxic wastes or 


 

















 


substances as those terms are defined in any applicable statue,
regulation or ordinance on the premises. 
Lessee agrees to indemnify Lessor for any and all expenses incurred in
connection with, and all liabilities resulting from, any violation of any
applicable environmental law, regulation, ordinance or court order pertaining
to the Demised Premises arising other than from an action or omission by
Lessor.  As of the Commencement Date of
this Lease, Lessor warrants that, without any investigation and to the best of
its knowledge that the Complex is in compliance with all local, state and
federal environmental regulations.


 


22.  WAIVER OF TRIAL BY JURY


 


It is mutually agreed between Lessor and
Lessee that the respective parties hereto shall and do hereby waive trial by
jury in any action, proceeding or counterclaim brought by either of the parties
against the other on any matters whatsoever arising out of or in any way
connected with this Lease, including rents or additional rents, Lessee’s use or
occupancy of the Demised Premises, and/or any claim of injury or damage.


 


23.  RECOVERY OF COSTS


 


In the event that any action or proceeding
shall be brought for the purpose of determining or enforcing the rights of
either party hereunder, the party prevailing in such actions or proceedings
shall be entitled to recover from the other party all costs reasonably incurred
by the prevailing party in connection with such action or proceeding including
reasonable attorney’s fees to be determined by the Court.


 


24.  NOTICE


 


Any notice required to be given hereunder
shall be mailed by registered or certified mail to Lessor at 485 Washington
Avenue, Pleasantville, New York 10570, Attn. Philip C. King and to Lessee at 35
Executive Boulevard, Orange, Connecticut 06477, Attn: Mr. Alan Subbloie,
or at such other place as the parties may designate in writing.


 


25.  SUCCESSORS AND ASSIGNS


 


This Lease shall inure to and be binding upon
the respective heirs, executors, administrators, successors and assigns of the
respective parties.


 


26.  LESSOR


 


Lessee shall be confined to and look solely
to the estate and interest of Lessor, its successors and assigns, in the
Complex and any insurance thereon or the proceeds therefrom, for the collection
of any sum due to Lessee for any reason, and no other property or assets of
Lessor shall be subject to levy, execution or other enforcement procedure for
the satisfaction of Lessee’s remedies under or with respect to either this
Lease, the relationship of Lessor and Lessee hereunder or Lessee’s use and
occupancy of the Demised Premises.


 

















 


27.  OPERATION AND MANNER OF
USE BY LESSEE


 


Lessee shall, at Lessee’s own cost and
expense, observe the following rules and regulations:


 


1.             keep
the inside and outside of all glass in the doors of the Demised Premises clean;


 


2.             replace
promptly any plate glass of the Demised Premises cracked or broken due to
Lessee’s misuse or neglect with glass of like kind and quality;


 


3.             keep
all garbage, trash, rubbish or refuse in rat-proof containers until removed;


 


4.             keep
all mechanical apparatus free of vibration and noise which may be transmitted
beyond the Demised Premises, to the extent the same would violate any covenant
of quiet enjoyment in any other lessee’s lease;


 


5.             excepting
Lessor’s obligations under this lease, comply with all laws, codes, rules,
regulations, orders, directives and requirements of all governmental
authorities having jurisdiction, and with all codes, rules, regulations,
orders, directions, requirements and recommendations of the board of fire
underwriters and the fire insurance rating organization having jurisdiction
over the area in which the Demised Premises are located or other bodies or
agencies now or hereafter exercising similar functions in the area in which the
Demised Premises are located, in any way pertaining to the use and occupancy of
the Demised Premises by Lessee or pertaining to any signs erected by Lessee
outside the Demised Premises, and whether directed to Lessor or Lessee;


 


6.             not
use or occupy the Demised Premises so as to require alterations or additions to
be made thereto or to the Complex as a result of any law, code, rule,
regulation, order, requirement or directive of any governmental authority
having jurisdiction, or any code, rule, regulation, order, requirement,
directive or recommendation of the local board of fire underwriters or of the
fire insurance rating organization having jurisdiction, or any other body or
agency as hereinabove described;


 


7.             not
disfigure or deface the Demised Premises or the building and not permit or
suffer any waste or any nuisance, or allow the Demised Premises to be used for
any unlawful purpose;


 


8.             not
cause or permit any objectionable or noxious odor to emanate or be dispelled
from the Demised Premises;


 


9.             diligently
perform any and all of Lessor’s obligations with respect to compliance with
environmental laws, regulations, rules and court orders as they pertain to
the Demised Premises arising out of Lessee’s use thereof; and


 


10.           not
conduct or permit its agents or employees to conduct any operations on the
Demised Premises which can reasonably be characterized as refining, producing,
storing, 


 

















 


handling, transferring, processing or transporting Hazardous Substances
as that term is defined in any applicable statute, regulation or ordinance
without Lessor’s express prior written consent to each individual type of
operation.


 


28.  SHORING


 


If an excavation or other substructure work
shall be undertaken or authorized upon land adjacent to the Demised Premises,
Lessee, without liability on the part of Lessor therefor, shall afford to the
person causing or authorized to cause such excavation or other substructure
work license to enter upon the Demised Premises for the purpose of doing such
work as such person shall deem necessary to protect or preserve any of the
walls or structures of the building or surrounding lands from injury or damage
and to support the same.  Such entry
shall be accomplished in the presence of a representative of Lessee.  The said license to enter shall be afforded
by Lessee without any diminution or abatement of rent on account thereof
provided that such entry shall not unreasonably interfere with Lessee’s use of
the Demised Premises.


 


29.  LEASE MODIFICATION


 


In the event any lending institution funding
the Demised Premises or the Complex for Lessor shall request reasonable
modifications of this Lease as a condition of obtaining financing, Lessee will
not unreasonably withhold, delay or defer its consent thereto, provided that
such modifications do not adversely affect to a material degree Lessee’s
leasehold interest hereby created or increase the Basic Rent or Lessee’s Share
of Complex Operating Costs or change the Term of this Lease.


 


30.  CONSTRUCTION OF LEASE


 


(a)           The
remedies available to Lessor under the terms of this Lease shall be cumulative
and the exercise of one remedy shall not constitute an election of remedies.


 


(b)           This
Lease shall be constructed in accordance with the laws of the State of
Connecticut.


 


(c)           The
term Lessor (as used herein) shall mean only the owner for the time of such
ownership of Lessor’s interest in this Lease and such owner and each succeeding
owner shall be liable hereunder to the extent as set forth in Article 26
hereof, only with respect to obligations arising during the period of its
respective ownership in the Complex.


 


(d)           Lessee
agrees not to record this Lease, but upon request of Lessee, Lessor and Lessee
shall execute and deliver to Lessee a notice of lease.  Such notice shall identify the Demised
Premises and include the term of the Lease and no other information concerning
the monetary terms and conditions of this Lease.


 


(e)           If
any term or provision of this Lease or the application thereof shall be
determined to be invalid or unenforceable, the remainder of this Lease shall be
valid and enforceable to the fullest extent of the law.


 














 


(f)            This
Lease contains the entire agreement between the parties and no oral statements
or representations or prior written matter not contained herein shall have any
force or effect.  This Lease shall not be
modified in any way except by a writing executed by both parties.


 


31.  ASSIGNMENT-SUBLETTING


 


Lessee shall not have the right to sublet or
transfer less than 11,000 square feet of the Demised Premises (by assignment,
or in any other manner (hereinafter referred to as sublet)) this Lease, or
mortgage or otherwise encumber the leasehold interest of Lessee without first
giving Lessor a written request for such transfer and without first obtaining
in each and every instance the previous written consent of Lessor, which
consent shall not be unreasonably withheld. 
Any assignment or hypothecation of the Demised Premises without the
written consent of Lessor, shall be null and void.  In no event shall Lessee be released from any
liability hereunder.


 


In the event that Lessee desires to sublet
the Demised Premises, in whole or in part, Lessee shall notify Lessor of its
intention to do so.  Lessee may solicit
sublet proposals for the Demised Premises, in whole or in part (in no event
less than 11,000 square feet), for Lessor’s approval.  Upon submission to Lessor by Lessee of a
Sublet Agreement for the Demised Premises, in whole or in part, (said Agreement
being subject to Lessor’s written approval which consent shall not be
unreasonably withheld, mortgagee’s written approval, and this underlying Lease)
executed by and between the Sublessor (and assigns) and Sublessee, Lessor may
at Lessor’s option, elect to terminate this Lease as of the effective date of
the proposed transfer or sublet by giving Lessee written notice thereof within
ten (10) days of Lessee’s submission of said Sublet Agreement to
Lessor.  In the event that Lessor so
elects to terminate this Lease, the same will terminate and Lessee shall be
released from liability hereunder for the balance of the Term of this
Lease.  In the event that Lessor does not
notify Lessee within said ten (10) day period of Lessor’s intent to
terminate this Lease, then Lessee may enter into such Sublet Agreement with
subtenant.  In no event shall Lessee be
released from any liability hereunder.


 


Notwithstanding anything contained in this Article to the
contrary,


 


(i)            Subject to Lessor’s
sole and absolute discretion and with Lessor’s prior written consent, Lessee
shall be allowed to assign this Lease and to sublease the Demised Premises or
any portion thereof whatsoever to any entity resulting from a merger or
consolidation with Lessee or any entity succeeding to the business and assets
of Lessee (herein after referred to collectively as “Merger”).  Lessee shall give Lessor 30 days prior
written notice of such Merger and Lessee shall supply to Lessor documentation
evidencing such Merger.


 


(ii)           Subject to Lessor’s
sole and absolute discretion and with Lessor’s prior written consent, Lessee
shall be allowed to assign this Lease and to sublease the Demised Premises or
any portion there of whatsoever to an “Affiliate” of greater or equal financial
standing.  Such sublease or assignment
shall not be subject to Lessor’s right of termination.  The term “Affiliate” shall mean any entity
that controls, is controlled by or is under the common control of the Lessee.


 


Nothing contained in this Article 31 shall be construed to release
Lessee from any liabilities or responsibilities under the Lease.


 

















 


In the event that Lessee sublets the Demised
Premises at a rental rate exceeding Lessee’s then current Basic Rent, then
Lessor, after Lessee is reimbursed for those actual costs it incurs subletting
the Demised Premises, shall be entitled to all additional rent received by said
Sublessee which exceeds Lessee’s Basic Rent.


 


32.  ANTENNA/BACK-UP GENERATOR


 


Lessee may install, at its expense, a
microwave, satellite or other antenna communication systems on the roof plus a
back-up generator in a designated area on site. 
Lessee shall furnish plans and specifications for such system to Lessor
for its approval, which shall not be unreasonably withheld or delayed.


 


33.  LEASE CONTINGENCY


 


This Lease shall be contingent upon the receipt of an unconditional
written approval by Lessor’s lender of all necessary documentation for the
execution of this Lease, including a Lease guarantee agreement from Bayer
Pharmaceutical Corporation.


 


Lessor shall not be liable to Lessee for any damages caused by any
delay in the negotiation, execution or approval and delivery of this Lease.


 

















 


IN WITNESS WHEREOF, the parties hereto have
executed this instrument the day and year first above written.


 


	
   

  	
   

  	
  LESSEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TANGOE, INC.

  
	
  /s/ [Illegible]

  	
   

  	
   

  
	
  WITNESS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ [Illegible]

  	
   

  	
  By:

  	
  /s/ Al Subbloie 

  
	
  WITNESS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Typed Name:Al Subbloie, President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LESSOR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BAKER PROPERTIES  LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
  /s/ Stephanie Weller

  	
   

  	
  BAKER COMPANIES, INC.

  
	
  WITNESS

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ [Illegible]

  	
   

  	
  By:

  	
  /s/ Philip C. King 

  
	
  WITNESS

  	
   

  	
   

  	
  Philip C. King 

  
	
   

  	
   

  	
   

  	
  Vice President

  



 

















 


	
  STATE OF NEW YORK 

  	
  :

  	
   

  
	
   

  	
  ss:

  	
   

  
	
  COUNTY OF WESTCHESTER

  	
  :

  	
   

  



 


On the 19th day of May,
2005, before me personally appeared Philip C King to me known and known to me
to be the Vice President of Baker Companies, Inc., to me known and known
to me to be the General Partner of Baker Properties Limited Partnership, and
known to me to be the person described in and who executed the foregoing
instrument in the partnership name, and he duly acknowledged the foregoing
instrument to be his free act and deed and the free act and deed of said
partnership.


 


	
  /s/ Theresa A. Hanson

  	
   

  
	
  NOTARY

  	
   

  
	
  THERESA A. HANSON

  	
   

  
	
  Notary Public, State of New York

  	
   

  
	
  No. 01HA5022667

  	
   

  
	
  Qualified in Westchester County

  	
   

  
	
  Commission Expires Jan. 18, 2006

  	
   

  



 


	
  STATE OF CONNECTICUT

  	
  :

  	
   

  
	
   

  	
  ss:

  	
   

  
	
  COUNTY OF NEW HAVEN

  	
  :

  	
   

  



 


On this       
day of May, 2005, before me, personally came Albert R. Subbloie to me known,
who being by me duly sworn did depose and say that he is the President of
Tangoe, Inc., the corporation described in and which executed the
foregoing instrument, in the corporate name, and he duly acknowledged the
foregoing instrument to be his free act and deed and the free act and deed of
said corporation.


 


	
  /s/ Linda A. Subbloie

  	
   

  
	
  Commissioner of Superior Court

  	
   

  
	
  Juris # 413141

  	
   

  



 

















 


EXECUTION COPY


 





 

















 





 














 


TANGOE,
INC.


 


FIRST
ADDENDUM

TO

LEASE OF IMPROVED PROPERTY


 


THIS AGREEMENT made as of
this 19th day of February, 2010 by and between WU/LH 35 Executive L.L.C., a Delaware
limited liability company, having an office at c/o Lighthouse Real Estate
Management, 60 Hempstead Avenue, Suite 718, West Hempstead, New York,
11552 (“Lessor”)  and
Tangoe, Inc.,  a
Delaware corporation, having an office and principal place of business at 35
Executive Boulevard, Orange, CT 06477 (“Lessee”).


 


WITNESSETH:


 


WHEREAS,  Lessor, as
successor-in-interest to Baker Properties Limited Partnership, and Lessee,
previously entered into a written Lease Agreement dated as of May 15,
2005, hereinafter referred to as the “Lease”,
for general offices at 35
Executive Boulevard, Orange, CT 06477 (“Demised Premises”);


 


WHEREAS,  the Lessee desires to extend
the Term of the Lease, which is scheduled to expire on April 30, 2011, to
and including April 30, 2016; and


 


WHEREAS,  the Lessee and Lessor desire
to modify the Lease in certain other respects as set forth herein.


 


NOW; THEREFORE,  in consideration of the mutual
covenants herein set forth and for other good and valuable consideration, the
parties hereto agree to amend the Lease as of the date hereof as follows:


 


1.             The
Term of the Lease shall be extended for a period of five (5) years (the “Extension
Period”), from May 1, 2011 (the “Extension Date”) to
and including April 30, 2016. 
Accordingly, April 30,
2016 shall be deemed to be the “Expiration Date” under the Lease
for all purposes thereof and of this Agreement.


 


2.             (a)           Lessee’s
Basic Rent as defined in Article 3(a) of the Lease with respect to
the Extension Period shall be as follows:


 


	
  From

  	
   

  	
  To

  	
   

  	
  Annual

  Basic Rent

  	
   

  	
  Monthly

  Basic Rent

  	
   

  
	
  5/1/11

  	
   

  	
  4/30/12

  	
   

  	
  $

  	
  1,221,000.00

  	
   

  	
  $

  	
  101,750.00

  	
   

  
	
  5/1/12

  	
   

  	
  4/30/13

  	
   

  	
  $

  	
  1,221,000.00

  	
   

  	
  $

  	
  101,750.00

  	
   

  
	
  5/1/13

  	
   

  	
  4/30/14

  	
   

  	
  $

  	
  1,246,080.00

  	
   

  	
  $

  	
  103,840.00

  	
   

  
	
  5/1/14

  	
   

  	
  4/30/15

  	
   

  	
  $

  	
  1,271,160.00

  	
   

  	
  $

  	
  105,930.00

  	
   

  
	
  5/1/15

  	
   

  	
  4/30/16

  	
   

  	
  $

  	
  1,297,560.00

  	
   

  	
  $

  	
  108,130.00

  	
   

  



 


(b)           Lessee
shall be entitled to an unconditional partial rent credit in the aggregate
amount of Two Hundred Six Thousand Two Hundred Fifty and 00/100 ($206,250.00)
Dollars, which shall be applied against Basic Rent in twelve (12) equal monthly
installments of 


 

















 


Seventeen Thousand One Hundred Eighty-Seven and 50/100 ($17,187.50)
Dollars each, during the first year of the Extension Period.


 


3.             Lessee
acknowledges that Lessor has made no representations to Lessee with respect to
the condition of the Demised Premises and Lessee agrees to accept possession of
the Demised Premises in the condition which shall exist on the Extension Date “as
is” and further agrees that Lessor shall have no obligation to perform any work
or make any installations in order to prepare the Demised Premises for Lessee’s
continued occupancy except that, Lessor agrees, at Lessor’s expense, to perform
the Lessor’s Work outlined in Exhibit A, attached hereto and made a part
hereof, and Lessor warrants that the HVAC system installed, as part of the
Lessor’s Work, to service the Demised Premises will be sufficient for the
comfortable use and occupancy of the Demised Premises as currently populated.
The term “comfortable occupancy” as used in the foregoing sentence shall mean: (i) in
the summer, that on a 90 degree Fahrenheit (F.) Outside Air (OA) day with
ninety (90%) percent humidity, inside average temperature will not exceed 78
degrees F. and (ii) in the winter, that on a 10 degree F.  OA day, inside air average temperature will
not fall below 68 degrees F. Lessor shall commence the performance of such
Lessor’s Work reasonably promptly after the execution and unconditional
delivery of this Agreement by Lessor and Lessee and shall thereafter reasonably
diligently prosecute such work to completion, without any obligation on Lessor’s
part to employ contractors or labor at so-called overtime or other premium pay
rates. The performance of such work shall constitute a single non-recurring
obligation on the part of Lessor and in the event the Lease is further renewed
or extended for a further term by agreement or operation of law, Lessor’s
obligation to perform such work shall not apply to any such renewal or
extension.  Lessor may enter the Demised
Premises to perform such work, and entry by Lessor, its agents, servants,
employees or contractors for such purpose shall not constitute an actual or
constructive eviction, in whole or in part, or entitle Lessee to any abatement
or diminution of rent or relieve Lessee from any of its obligations under the
Lease or impose any liability upon Lessor or its agents by reason of inconvenience
or annoyance to Lessee, or injury to or interruption of Lessee’s business or
otherwise. The cost of the Lessor’s Work shall not be charged to Lessee as COC
under Section 3(b) of the Lease.


 


4.             Notwithstanding
anything to the contrary contained in the Lease, effective as of May 1,
2011 (but without affecting any obligations of Lessee to and including April 30,
2011 under the existing provisions), the Base Year for COC shall be the
calendar year 2011 and the Base Year Real Property Taxes shall be the Real
Property Taxes in effect for the calendar year 2011.


 


5.             The
provisions of this Section 5 are effective as of May 1, 2011:


 


a.             Except
as set forth in b. of this Section 5, and subject to the provisions of Section 12(a) of
the Lease, Lessee shall pay all charges for water, sewer, fuel and other
utilities charged with respect to the Demised Premises during the Extension
Period, including, without limitation, any demand or standby charges which may
be charged by such utilities.


 


b.             The
following provision shall be deemed added to the Lease:  Electricity:
Except to the extent provided in Section 5.c. and 5.d. of this Agreement,
Lessor shall pay all charges for electricity consumed on the Complex, as Lessee’s
share of such charges has been included in the Basic Rent.


 

















 


c.             In
the event the number of kilowatt hours of electric current (“kwh”) consumed by Lessee on the
Demised Premises during an Electric Year (as defined hereinafter) exceeds the
Annual Baseline Energy Consumption (determined as described in Subsection (1) of
this Section 5.c.), Lessor may charge Lessee, as Electric Rent,
the Average Cost Per KWH (determined as described in Subsection (2) of
this Section 5.c.) for such Electric Year, multiplied by such number of
kwh so in excess of the Animal Baseline Energy Consumption.  Monthly, Lessor shall provide Lessee with the
preceding month’s electric bill, showing the number of kwh consumed by Lessee
on the Demised Premises during such preceding month.


 


(1)           The
“Annual Baseline Energy Consumption”
shall be the number of kwh shown by the meter readings for the Demised Premises
to have been consumed by Lessee on the Demised Premises during the Twelve Month
Baseline Period.  The “Twelve
Month Baseline Period” shall be the twelve (12) month
period beginning on the date of substantial completion (herein, the “Date”) of the Lessor’s Work.


 


(2)           The
“Average
Cost Per KWH” shall be determined for each twelve (12)
month period (each such period, an “Electric Year”) beginning with
the twelve (12) month period commencing on the first (1st) day of the thirteenth (13th) month next following the
Date, by dividing the total amount charged by the utility company for total kwh
consumed by Lessee in the Demised Premises during such twelve (12) month
period, by the total number of kwh so consumed.


 


d.             If,
at any time or times during an Electric Year, the rates at which Lessor
purchases electrical energy for the Demised Premises are increased to exceed
the public utility rate schedule in effect as of October 22, 2009 (i.e.,
the date of the Source One Inc., Energy Audit Report), the Basic Rent for the
remaining part of such Electric Year, and thereafter, shall, upon demand by
Lessor, be increased in an amount which fairly and proportionately reflects the
actual increase in the cost to Lessor of purchasing electrical energy for the
Demised Premises as a result of such rate increase.


 


e.             Lessor
represents that the electrical feeder or riser capacity serving the Demised
Premises shall be adequate to serve the existing lighting fixtures and
electrical receptacles presently installed in the Demised Premises as of the
date of this Agreement and the electrical needs of the Lessor’s Work.  Any additional feeders or risers to supply
Lessee’s additional electrical requirements other than the Lessor’s Work, and
all other equipment proper and necessary in connection with such feeders or
risers, shall be installed by Lessor or, at Lessor’s election, by Lessee upon
Lessee’s request, at the sole cost and expense of Lessee, provided that, in
Lessor’s judgment, such additional feeders or risers are necessary and are
permissible under applicable laws and insurance regulations and the
installation of such feeders or risers will not cause permanent damage or
injury to the Building or the Demised Premises or cause or create a dangerous
or hazardous condition or entail excessive or unreasonable alterations or
repairs or interfere with or disturb other Lessees or occupants of the
Building.  Lessee covenants that at no
time shall the use of electrical energy in the Demised Premises exceed the
capacity of the existing feeders or wiring installations then serving the
Demised Premises.  Lessee shall not make
or perform, or permit the making or performance of, any alterations to wiring
installations or other electrical facilities in or serving the Demised Premises
without the prior consent of Lessor in each instance.  Any such alterations, additions or consent by
Lessor shall be subject to the provisions of this Lease.


 

















 


f.              Notwithstanding
anything to the contrary set forth in this Lease, any sums payable or granted
in any way by the corporation(s) and/or other entity(ies) Lessor has
selected to supply electricity to the Building resulting from the installation
in the Demised Premises  of energy
efficient lamping, special supplemental heating, ventilation and air
conditioning systems or any other alterations, which sums are paid or given by
way of rebate, direct payment, credit or otherwise, shall be and
remain the property of Lessor, and Lessee shall not be entitled to any portion
thereof, unless such lamping, supplemental heating, ventilation and air
conditioning systems or other Alterations were installed by Lessee, solely at
Lessee’s expense, without any contribution, credit or allowance by Lessor, in
accordance with all of the provisions of this Lease.  Nothing contained in the foregoing sentence,
however, shall be deemed to obligate Lessor to supply or install in the Demised
Premises any such lamping, supplemental heating, ventilation and air
conditioning systems or other alterations not included in the Lessor’s Work.


 


g.             Notwithstanding
anything herein contained to the contrary, in no event shall that portion of
Lessee’s Basic Rent applicable to the annual charge for electricity ever be
reduced below the sum of $165,000.00.


 


h.             The
word “electricity” shall, hereby, be deleted from the first sentence of Section 12(a) of
the Lease.


 


6.             It
is acknowledged and agreed that Lessee has been provided with the $390,000
Allowance referred to in Section 4(a) of the Lease in its entirety in
the form of a credit against Basic Rent and other charges due under the
Lease.  Lessee acknowledges and agrees
that no further amounts shall be due to Lessee pursuant to Section 4 of
the Lease.  In consideration of Lessee’s
execution and delivery of this Agreement, Lessor hereby acknowledges that
Lessee was entitled to use the Allowance of $390,000 as a rent credit and
Lessor further acknowledges that Lessor has no claim against Lessee for the
repayment of any portion of the Allowance received by Lessee pursuant to said Section 4
of the Lease.  The terms and conditions
of this Paragraph shall not vitiate the provisions of Paragraph 2(b) of
this Agreement or the rent credit to which Lessee may be entitled pursuant to
the terms and conditions of said Paragraph.


 


7.             Lessor
and Lessee each hereby acknowledge and agree that the other party is not, and
has not been, in default under the Lease at any time through the date of this
Agreement.


 


8.             Effective
as of the date hereof, Article 24 of the Lease (entitled “Notice”) is
hereby deemed modified as follows:


 


A.            Any
notice sent to Lessor under the Lease shall be sent to Lessor’s address set
forth above in this Agreement, with a copy to Goldfarb & Fleece, 345
Park Avenue, 33rd Floor, New York, New York 10154, Attention:
Marc J. Becker, Esq.


 


B.            The
provisions of said Article 24 shall be supplemented such that, in addition
to service sent by registered or certified mail, the use of a reputable
nationally recognized overnight courier service, such as, for example, Federal
Express, may also be an effective method of delivery pursuant to said Article 24,
with items delivered by such method deemed to have been given or rendered on
the date when the same shall have been delivered by such courier service or when
delivery by such courier service was refused by the addressee.  With respect to any notice sent by registered
or certified mail (which may be sent return receipt 


 

















 


requested optional), such notice shall be deemed to have been rendered
or given on the date when it shall have been mailed.


 


9.             Lessee’s
Installation/Lessor’s Contribution:


 


A.            Promptly
following execution and delivery of the within Agreement, Lessee shall, at
Lessee’s cost and expense except to the extent of Lessor’s Contribution (as defined
hereinafter), (i) paint the painted surfaces in colors selected by Lessee
from Building standard colors, (ii) supply and install new
Building standard carpet in the carpetable areas in the Demised Premises each
in a single color selected by Lessee from Building standard colors (such (i) and
(ii) are referred to collectively herein as the “Base Lessee’s
Installation”) and (iii) perform such other work Lessee elects to
perform (the “Lessee’s Additional Installation” and, together with the
Base Lessee’s Installation, “Lessee’s Installation”) but, in any event,
Lessee covenants that it shall perform the work constituting Base Lessee’s
Installation.  Lessee’s Installation
shall be made and performed in accordance with the provisions of this Lease and
Lessee shall prosecute Lessee’s Installation to completion with all reasonable
diligence.  To the extent required
pursuant to the Lease, prior to Lessee’s performance of any part of the Lessee’s
Additional Installation, Lessee shall obtain Lessor’s approval of the
same.  Lessor shall respond to Lessee’s
request for approval within five (5) days of such request and Lessor shall
not unreasonably withhold such approval.


 


B.            Subject
to the provisions and requirements of this Paragraph 9., and provided that
Lessee is not then in material default under any of the terms, covenants or
conditions of this Lease on the part of Lessee to be observed or performed,
Lessor shall contribute, in the manner described in Subsection C. of this Section 9.,
the sum of not more than TWO HUNDRED TWENTY-FIVE THOUSAND and 00/100
($225,000.00) DOLLARS in the aggregate toward the cost and expense actually
incurred by Lessee with respect to Lessee’s Installation.  Lessor’s contribution is referred to as “Lessor’s
Contribution”.  Irrespective of the
actual cost and expense of Lessee’s Installation, in no event shall such
contribution exceed the aggregate sum of TWO HUNDRED TWENTY-FIVE THOUSAND and
00/100 ($225,000.00) DOLLARS.  Lessee
agrees to use Lessor’s Contribution for improvement of the Demised Premises
and/or of the workspaces contained therein.


 


C.            Provided
that Lessee is not then in material default under any of the terms, covenants
or conditions of this Lease on Lessee’s part to be observed and performed,
Lessor shall distribute to Lessee Lessor’s Contribution on account of Lessee’s
Installation as the Lessee’s Installation progresses, within seven (7) days
of Lessee’s submission to Lessor (i) of invoices from such contractors,
subcontractors, materialmen and laborers as are executing Lessee’s
Installation, for the cost and expense of all or part of Lessee’s Installation,
and (ii) beginning with the second invoice from each contractor,
subcontractor, materialman and laborer, partial waivers of mechanic’s liens
from such applicant for those services or materials that were the subject of
the Lessor’s previous distribution of Lessor’s Contribution; provided however,
that at no time shall Lessor be required to pay more than the value of the work
in place and of materials and equipment delivered and suitably stored at the
site for subsequent incorporation in the work, and provided further that any
such work shall comply with any plans and specifications previously approved by
Lessor (to the extent such approval is required under Section 9.A. of this
Agreement), and shall otherwise comply with the requirements of this
Lease.  Distributions of Lessor’s
Contribution shall be made not more than monthly. With respect to any request
for 


 

















 


distribution, Lessee shall provide Lessor with information in reasonable
written detail so that Lessor can readily determine the work performed with
respect to such sums requested, and Lessee shall reasonably cooperate with
Lessor to provide Lessor with further information in the event that Lessor has
any inquiries with respect to the same, but, in any event, Lessor shall only be
required to distribute Lessor’s Contribution to the extent of any work actually
performed and of materials and equipment delivered and suitably stored at the
site for subsequent incorporation in the work.


 


D.(1)       Notwithstanding the aforesaid, Lessor
shall not be required to disburse the last five (5%) percent of Lessor’s
Contribution until the occurrence of all of the following: (i) completion
of Lessee’s Installation in accordance with the plans and specifications
approved by Lessor (to the extent such approval is required under Section 9.A.
of this Agreement) and otherwise in accordance with the provisions of this
Lease and (ii) proof in form reasonably satisfactory to Lessor of payment
by Lessee of the cost and expense of such Lessee’s Installation other than such
5% retainage (including copies of all cancelled checks and receipt of final
waivers of mechanics liens from all contractors, subcontractors, materialmen
and laborers), then, provided that Lessee is not then in material default under
any of the terms, covenants or conditions of this Lease on the part of Lessee
to be observed or performed, the balance of Lessor’s Contribution shall
thereafter be distributed by Lessor to Lessee in accordance with the provisions
hereof.  In the event Lessee is then so
in material default, Lessor shall distribute the balance of Lessor’s
Contribution upon Lessee’s cure of such material default.


 


(2)         To the extent that consents, approvals or sign-offs are required
to be obtained, Lessee shall obtain same within a reasonable period of time
following completion of Lessee’s Installation and deliver same to Lessor.


 


E.             The
making of the Lessor’s Contribution by Lessor shall constitute a single
nonrecurring obligation on the part of Lessor. In the event this Lease is
renewed or extended for a further term by agreement or operation of law, Lessor’s
obligation to give Lessor’s Contribution or any part thereof shall not apply to
any such renewal or extension.


 


F.             Lessee
acknowledges and agrees that Lessor is merely acting on behalf of Lessee in
connection with the disbursement of the Lessor’s Contribution to Lessee for the
contractors, suppliers and materialmen employed in connection with Lessee’s
Installation, and that Lessor shall have no obligation, liability or
responsibility to any of the contractors, suppliers or materialmen seeking any
of the Lessor’s Contribution pursuant to any of the aforesaid contracts or
agreements with such contractors, suppliers or materialmen or otherwise.  Lessee shall indemnify Lessor and its agents
from all loss, cost, liability and expense, including but not limited to
reasonable counsel fees, incurred in connection with, or arising from, any claims
or actions by any contractors, suppliers or materialmen employed in connection
with Lessee’s Installation.


 


10.           The
following Exhibit referred to in this Agreement shall be attached and made
part of this Agreement: “Exhibit A: Lessor’s Work”


 


11.           Except
as otherwise provided for herein, all other terms and provisions set forth in
the Lease shall continue with the same force and effect as if set forth herein
at length.  Any 


 

















 


capitalized term not otherwise defined herein shall have the meaning
given such term in the Lease.


 


12.           This
Agreement shall be binding upon the parties hereto, their heirs, successors and
assigns.


 


13.           Lessee
and Lessor each represent and warrant to the other that, other than Lighthouse
Real Estate Management, LLC (“Broker”), no broker was involved in
this Agreement and that, other than with respect to Broker, no commission is
due therefor.


 


14.           This
Agreement may be executed in several counterparts and by each party on a
separate counterpart, each of which, when so executed and delivered, shall be
an original and all of which together shall constitute one instrument.


 


[Signature Page Immediately
Follows]


 

















 


IN WITNESS WHEREOF, the
parties hereto have set their hands and seal the day and year first written
above.


 


 


	
  AGREED TO AND ACCEPTED BY:

  	
   

  	
  AGREED TO AND ACCEPTED BY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LESSEE:

  	
   

  	
  LESSOR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TANGOE, INC.

  	
   

  	
  WU/LH 35 EXECUTIVE L.L.C.

  
	
   

  	
   

  	
  By:

  	
  Lighthouse 100 William Operating LLC, its sole manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Gary R. Martino

  	
   

  	
  By: 

  	
  /s/ Paul Cooper

  
	
   

  	
  Name: Gary R. Martino

  	
   

  	
   

  	
  Name: Paul Cooper 

  
	
   

  	
  Title: Chief Financial Officer

  	
   

  	
   

  	
  Title: Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Louis Sheinker

  
	
   

  	
   

  	
   

  	
  Name: Louis Sheinker 

  
	
   

  	
   

  	
   

  	
  Title: Member

  



 

















 


EXHIBIT A:      LESSOR’S WORK:


 


Replacement of all existing
HVAC units serving the Demised Premises and installation of a new energy management
system.