Exhibit 10.12


 


LEASE


 


BETWEEN


 


BOSTON
HARBOR INDUSTRIAL DEVELOPMENT LLC


 


AND


 


908
DEVICES INC.


 


ARTICLE
1 

Reference Data


 


		1.1	Introduction:
                                         Each reference in this Lease to any of the following subjects shall be construed
                                         to incorporate the data stated for that subject in this Section 1.1.



 


	Lease
    Date:	As of  January
2, 2018
	 	 
	Building:	The building located
    at 645 Summer Street, Boston, MA, containing approximately 150,000 rentable square feet (the Building and such parcel of land
    hereinafter being collectively referred to as the "Property"). 
	 	 
	Pappas Commerce Center:	That certain commercial
    office and industrial park located in the City of Boston, MA, in which the Property is located, containing approximately 760,784
    rentable square feet. 
	 	 
	Premises:	That portion of the
    second floor of the Building containing approximately 37,500 rentable square feet as shown on the floor plan on Exhibit
    A attached hereto and made a part hereof hereinafter referred to as the "Premises". 
	 	 
	Landlord:	Boston Harbor Industrial
    Development LLC, a Delaware limited liability company
	 	 
	Original Notice Address
    of Landlord:	655 Summer Street

Boston,
    MA 02210

Attention: Timothy A. Pappas
	 	 
	Tenant:	908 Devices Inc., a
    Delaware corporation
	 	 
	Original Notice Address of Tenant:	

         

        645
        Summer Street 
 Boston, MA 02210 

	 	 
	 	with a copy
    to:



 






    1 


     


    

 


	Term:	Seven (7) years, commencing
    on the Commencement Date and expiring on the seventh (7th) anniversary of the Rent Commencement Date unless extended
    or sooner terminated as stated in this Lease (the “Expiration Date”).
	 	 
	Estimated Tenant
    Access Date: 	May 1, 2018
	 	 
	Commencement Date	The date of full execution
    of this Lease by all parties.
	 	 
	Rent Commencement
    Date:	The later of (i) substantial
    completion of the Tenant Improvements (as defined in Article 4) and receipt by Landlord of a certificate of occupancy for
    the Premises, (ii) June 1, 2018 or (iii) the date that is thirty (30) days after the date upon which Tenant gains access to
    the Premises.



 





Annual
Fixed Rent Rate:


 


Months
1-9:


 


	Lease
    Term Period	 	Rentable

    square feet	 	 	Fixed
    Rent per 
square foot 
(NNN)	 	 	Annual
    Fixed Rent

    Rate	 
	Rent Commencement
    Date – Month 9	 	 	12,500	 	 	$	44.00	 	 	 	*550,000.00	 




 


Months
10-12:


 


	Lease
    Term Period	 	Rentable

    square feet	 	 	Fixed
    Rent per

    square foot

    (NNN)	 	 	Annual
    Fixed Rent 

    Rate	 
	Months 10-12	 	 	27,500	 	 	$	44,00	 	 	 	*1,210,000.00	 




 


*Annualized
number


 


Months
13-24:




 


	Lease
    Term Period	 	Rentable
    
 square feet	 	 	Fixed
    Rent per 
 square foot 
 (NNN)	 	 	Annual
    Fixed Rent 
 Rate	 
	Months
    13-24	 	 	37,500	 	 	$	45.10	 	 	$	1,691,250.00	 




 






    2 


     


    

 


Remainder of Lease
Term:


 


	Lease
    Year	 	Rentable
    
 square 
 feet	 	 	Fixed
    Rent per 
 square foot (NNN)	 	 	Rent
    

    Escalation	 	 	Annual
    Fixed Rent

Rate	 
	Months 25-36	 	 	37,500	 	 	$	46.23	 	 	 	2.5	%	 	$	1,733,531.25	 
	Months 37-48	 	 	37,500	 	 	$	47.38	 	 	 	2.5	%	 	$	1,776,869.53	 
	Months 49-60	 	 	37,500	 	 	$	48.57	 	 	 	2.5	%	 	$	1,821,291.27	 
	Months 61-72	 	 	37,500	 	 	$	49.78	 	 	 	2.5	%	 	$	1,866,823.55	 
	Months 73-84	 	 	37,500	 	 	$	51.03	 	 	 	2.5	%	 	$	1,913,494.14	 




 


Monthly
Fixed Rent Rate:


 


Months 1-9:


 


	Lease
    Term Period	 	Rentable
    
 square feet	 	 	Fixed
    Rent per 
square foot

    (NNN)	 	 	Monthly
    Fixed Rent

Rate	 
	Rent Commencement Date - Month
    9	 	 	12,500	 	 	$	44.00	 	 	$	45,833.33	 



 


Months 10-12:


 


	Lease
    Term Period	 	Rentable
    
 square feet	 	 	Fixed
    Rent per
 square foot 
(NNN)	 	 	Monthly
    Fixed Rent

    Rate	 
	Months 10-12	 	 	27,500	 	 	$	44.00	 	 	$	100,833.33	 



 


Months 13-24:


 


	Lease
    Term Period	 	Rentable
    
 square feet	 	 	Fixed
    Rent per 
 square foot 
 (NNN)	 	 	Monthly
    Fixed Rent 

    Rate	 
	Months 13-24	 	 	37,500	 	 	$	45.10	 	 	$	140,937.50	 




 


Remainder of Lease
Term:


 


	Lease
    Year	 	Rentable
    
 square 
 feet	 	 	Fixed
    Rent per 
 square foot (NNN)	 	 	Rent
    
Escalation	 	 	Monthly
    Fixed Rent

    Rate	 
	Months 25-36	 	 	37,500	 	 	$	46.23	 	 	 	2.5	%	 	$	144,460.94	 
	Months 37-48	 	 	37,500	 	 	$	47.38	 	 	 	2.5	%	 	$	148,072.46	 
	Months 49-60	 	 	37,500	 	 	$	48.57	 	 	 	2.5	%	 	$	151,774.27	 
	Months 61-72	 	 	37,500	 	 	$	49.78	 	 	 	2.5	%	 	$	155,568.63	 
	Months 73-84	 	 	37,500	 	 	$	51.03	 	 	 	2.5	%	 	$	159,457.85	 



 


	Security Deposit:	$500,000



 






    3 


     


    

 


	Tenant's Percentage
    of Operating Costs for
    Pappas Commerce Center:	 	4.93 % of the annual Operating Costs for Pappas
    Commerce Center (as defined below) based on a ratio of the rentable square foot (“RSF”) of the Premises (37,500
    RSF) to the total RSF of the Pappas Commerce Center (760,784 RSF), as may be adjusted from time to time to reflect changes
    to the Premises or the Pappas Commerce Center. Based on current annual Operating Costs of the Pappas Commerce Center, Tenant’s
    annual share is estimated to be $40,875, or $1.09/RSF, for all Operating Costs except for utilities to the Premises to the
    extent separately metered; provided, however, such estimate does not supersede the specific provisions set forth in this Lease,
    and Tenant shall remain liable for the actual Operating Costs for Pappas Commerce Center incurred by Landlord. 
		 	 
	Tenant's Percentage of Real
    Estate Taxes for Building:	 	25% of the annual real estate taxes of the Building
    based on a ratio of the RSF of the Premises (37,500 RSF) to the total RSF of the Building (150,000 RSF), as may be adjusted
    from time to time to reflect changes to the Premises or the Pappas Commerce Center. Based on the current annual real estate
    taxes for the Building, Tenant’s annual real estate tax share is estimated to be $122,250, or $3.26/RSF; provided, however,
    such estimate does not supersede the specific provisions set forth in this Lease, and Tenant shall remain liable for the actual
    Real Estate Taxes incurred by Landlord.
	 	 	 
	Tenant’s Percentage of Insurance
    for Building:	 	25% of the annual insurance cost of the Building
    based on a ratio of the RSF of the Premises (37,500 RSF) to the total RSF of the Building (150,000 RSF), as may be adjusted
    from time to time to reflect changes to the Premises or the Pappas Commerce Center. Based on the current annual insurance
    cost for the Building, Tenant’s annual insurance share is estimated to be $50,250, or $1.34/RSF; provided, however,
    such estimate does not supersede the specific provisions set forth in this Lease, and Tenant shall remain liable for the actual
    insurance costs incurred by Landlord.
	 	 	 
	Tenant’s Percentage of Building
    Operating Expenses:	 	25% of the annual Building Operating Expenses
    (as defined below) based on a ratio of the RSF of the Premises (37,500 RSF) to the total RSF of the Building (150,000 RSF),
    as may be adjusted from time to time to reflect changes to the Premises or the Pappas Commerce Center. Based on the current
    annual insurance cost for the Building, Tenant’s annual Building Operating Expenses share is estimated to be $244,875,
    or $6.53/RSF; provided, however, such estimate does not supersede the specific provisions set forth in this Lease, and Tenant
    shall remain liable for the actual Building Operating Expenses incurred by Landlord.
	 	 	 
	Permitted Uses:	 	Office, research and development laboratories,
    assembly, high tech manufacturing and light manufacturing including, without limitation the use of a machine shop and for
    no other purpose. 


 






    4 


     


    

 


	Insurance
    Limits:	Comprehensive
    General Liability Insurance:         $2,000,000



 





	 	Property Damage
    Insurance:	For Tenant:	100% of the full replacement value of the Tenant's insured
    personal property.
	 	 	 	 
	 	 	For Landlord:	100% of the full replacement value of the Building and
    Property.


 


	1.2	Exhibits.
                                         The Exhibits listed below in this section are incorporated in this Lease by reference
                                         and are to be construed as a part of this Lease.






 


	EXHIBIT
    A	Plan showing
    the Premises
	EXHIBIT B	Landlord's Work Letter


 






    5 


     


    

 


ARTICLE 2

Premises 


 


		2.1	Premises. Subject to Landlord's completion of the Tenant Improvements (as defined
in Section 4.1) in a good and workmanlike manner an in compliance with all laws applicable to the Tenant Improvements and the use
or occupancy of the Premises including, without limitation, the so-called Americans with Disabilities Act and the rules and regulations
promulgated thereunder, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, subject to and with the benefit
of the terms, covenants, conditions and provisions of this Lease, the Premises in its "as is" condition in the Building,
excluding exterior faces of exterior walls, the common pipes, ducts, conduits, wires, and appurtenant fixtures serving exclusively
or in common other parts of the Building.



 


		2.2	Appurtenant Rights. Tenant shall have, as appurtenant to the Premises, rights to
use, and permit its invitees to use, in common with Landlord and other tenants and occupants of the Property, subject to reasonable
rules and regulations from time to time made by Landlord of which Tenant is given notice: (a) the common lobbies, toilets and corridors
of the Building and the pipes, ducts, conduits, wires and appurtenant fixtures serving the Premises, (b) common walkways and driveways
necessary for access to the Building, and (c) the common parking areas serving the Building (i.e., parking areas not designated
by suitable markings or otherwise as exclusive parking spaces for other tenants in the Building) all of which are hereinafter known
as the "Common Areas". Tenant shall lease from Landlord up to thirty-seven (37) parking spaces for Tenant's exclusive
use that are located at the on-site parking facility (the "Tenant Parking") at the monthly rent of $190.00/month per
parking space, for the spaces in use, as such rate may be changed from time to time (the "Parking Fee"). Tenant shall
pay the Parking Fee to Landlord on the first day of each month in advance and such Parking Fee shall be deemed Additional Rent
hereunder. Landlord reserves the right to relocate the Tenant Parking to a potential future parking structure owned by Landlord
and within a five minute walk from the Building upon reasonable notice to Tenant. Tenant shall also have access to a shared loading
dock, and shall have the exclusive right to use of a tailboard loading dock freight elevator serving the Premises.



 


To assist Landlord in preserving
the common parking area, Landlord reserves the right to require Tenant to cause its employees to affix to their vehicles an identification
sticker as furnished by Landlord as evidence that they are entitled to use said parking area. Further, Tenant shall furnish to
Landlord, upon Landlord's request at reasonable intervals, the license plate numbers of vehicles of employees of Tenant who are
principally employed at the Premises.


 


Landlord reserves the right from
time to time, upon not less than two (2) days prior notice which may be oral (except for emergency situations, where no prior notice
shall be required, provided Landlord shall notify Tenant after such entry has occurred), without unreasonable interference with
Tenant's use of or access to the Premises: (a) to install above a dropped ceiling (when applicable), use, maintain, repair, replace
and relocate for service to the Premises and/or other parts of the Building, pipes, ducts, conduits, wires and appurtenant fixtures,
wherever located in the Premises or Building, (b) to alter or relocate any other common facility, (c) to make any repairs and replacements
to the Premises which Landlord may deem necessary, and (d) in connection with any excavation made upon adjacent land of Landlord
or others, to enter, and to license others to enter, upon the Premises to do such work as the person causing such excavation deems
necessary to preserve the wall of the Building from injury or damage and to support the same. Tenant shall install and maintain,
as Landlord may reasonably require, proper access panels in any hung ceilings or walls as may be installed by Tenant in the Premises
to afford access to any facilities above the ceiling or within or behind the walls.


 






    6


     


    

 


ARTICLE 3

Lease Term 


 


		3.1	Term. TO HAVE AND TO HOLD for a term specified in Section 1.1 hereof as the
                                                           "Term," beginning on the Commencement Date. When the Rent Commencement Date is determined the parties shall execute
                                                           a commencement date agreement confirming the Commencement
Date, the Rent Commencement Date and the Fixed Rent schedules. During the Term, Tenant shall have access and use of the Premises
24 hours per day, 7 days per week.



 


ARTICLE 4

Improvements


 


		4.1	Landlord and Tenant Scope of Work. Landlord shall perform improvements in the Premises
in accordance with Exhibit B ("Tenant Improvements"). Notwithstanding anything herein to the contrary, Landlord
shall not be required to spend more than the TI Allowance (defined below) and any cost of Tenant Improvement in excess of the TI
Allowance shall be paid by Tenant. For purposes of this Lease, "substantial completion" of Tenant Improvements shall
be deemed to occur when the Premises are ready for Tenant's occupancy except for minor items which do not cause material interference
with Tenant's use and occupancy of the Premises with Landlord having obtained a certificate of occupancy for the Premises. If substantial
completion of Tenant Improvements is delayed by a Tenant Delay, then substantial completion shall be deemed to occur on the date
on which the Tenant Improvements in the Premises would have been substantially completed but for the occurrence of any Tenant Delay.
As used herein, a "Tenant Delay" shall mean each day of delay in the performance of the Tenant Improvements that occurs
(a) because of Tenant's failure to timely deliver or approve any required documentation such as any design or space plans, (b)
because of any change by Tenant to any design or space plans after the same have been approved as final by Tenant in writing, or
(c) because Tenant or its employees, agents, or contractors otherwise delay completion of the Tenant Improvements. In the event
Tenant does not spend the entire TI Allowance, all remaining TI Allowance funds shall remain property of Landlord.



 


		4.2	Tenant Improvement Allowance. Landlord shall provide to Tenant a tenant improvement
allowance in an amount not to exceed $100/RSF, or $3,750,000, to be applied towards the hard costs associated with the Tenant Improvements
(the "TI Allowance"). Notwithstanding the foregoing, Tenant may apply up to 20% of the TI Allowance towards soft costs
associated with the Tenant Improvements (the "Soft Cost Allowance"), said soft costs to be limited to architectural fees,
engineering fees, construction and project management fees and the Landlord Supervisory Fee (as defined below). Tenant shall not
apply any portion of the Soft Cost Allowance towards cabling, wiring, furniture or equipment for the office and lab portions of
the Premises.



 


		4.3	TI Allowance Requisition Procedure. Following the commencement of the Tenant Improvements,
on a monthly basis Landlord and Tenant's construction representative ("Tenant's Representative") shall prepare a requisition
for payment of costs associated with the performance of the Tenant Improvements (the "Requisition"). Upon the completion
of each Requisition, Landlord and Tenant's Representative shall mutually agree upon the allocation and application of TI Allowance
funds in accordance with paragraph 4.2, above. In the event Landlord disburses the entire TI Allowance to Tenant pursuant to the
requisition procedure set forth in this Section 4.3, Tenant shall thereafter be responsible for all additional costs associated
with the performance of the Tenant Improvements. Upon substantial completion of the Tenant Improvements and before Tenant occupies
the Premises to conduct business therein, Tenant shall pay to Landlord an amount equal to the total construction costs of Tenant
Improvements (as adjusted for any approved changes to the Tenant Improvements), less the amount of the TI Allowance. In the event
of default of payment of such excess costs, Landlord (in addition to all other remedies) shall have the same rights as for a Tenant's
default under the Lease.



 


		4.4	Early Access to Premises. Tenant shall have a license to access the Premises 30 days
prior to the substantial completion date for the purpose of moving Tenant's personal property into the Premises, so long as such
access does not interfere with Tenant Improvements. Tenant shall not be obligated to pay any Rent or charges for the use of the
Building facilities (including, but not limited to, the loading docks, freight elevators, parking and electricity) during such
early access. Tenant shall be permitted to move property into the Premises at reasonably hours as determined by Landlord, Monday
through Friday at Tenant's sole risk. Tenant shall be permitted to perform work in the Premises, upon Landlord's prior written
consent (which consent shall not be unreasonably withheld), during such access period.



 


		4.5	Landlord Supervisory Fee. Tenant shall pay to Landlord a fee equal to three
    percent (3%) of the total Tenant Improvements construction contract value, which shall be paid from the TI Allowance.



 






    7


     


    

 


ARTICLE 5

Rent


 


		5.1	The Fixed Rent. Tenant
                                         covenants and agrees to pay rent to Landlord at the Original Notice Address of Landlord
                                         or at such other place or to such other person or entity as Landlord may by notice in
                                         writing to Tenant from time to time direct, at the Monthly Fixed Rent Rate in advance,
                                         on the first day of each calendar month included in the Term; and for any portion of
                                         a calendar month at the beginning or end of the Term, at that rate payable in advance
                                         for such portion. It is the intention of the parties hereto that the obligations of Tenant
                                         hereunder shall be separate and independent covenants and agreements, that the Monthly
                                         Fixed Rent Rate, the Additional Rent and all other sums payable by Tenant to Landlord
                                         shall continue to be payable in all events and that the obligations of Tenant hereunder
                                         shall continue unaffected, unless the requirement to pay or perform the same shall have
                                         been terminated or subject to abatement, deduction or setoff pursuant to an express provision
                                         of this Lease.



 


		5.2	Additional Rent. Tenant covenants and agrees to pay, as Additional Rent, (i) Personal
Property Taxes, (ii) Tenant's Percentage of Real Estate Taxes, Insurance and Operating Costs, and (iii) Utilities with respect
to the Premises, as provided in this Section 5.2 as follows; provided that, Tenant's obligations to pay Real Property Taxes, Insurance
costs and Building Operating Expenses shall be phased in so that Tenant's share of such costs shall be calculated as if the Premises
contained only 12,500 rentable square feet for Months 1-9 and 27,500 rentable square feet for Months 10-12:



 


		5.2.1	Taxes. (a) Personal Property Taxes. Tenant shall pay all taxes charged, assessed
or imposed upon the personal property of Tenant in or upon the Premises.



 


(b) Real Property Taxes. Tenant
shall pay during the Term hereof Tenant's Percentage, as indicated above in Section 1.1, of all Real Estate Taxes paid by Landlord
in any tax year. The term "Real Estate Taxes" means the aggregate of all real estate taxes and any other governmental
impositions which Landlord is required to pay based upon the value of or gross rents from the Property, general or special assessments,
charges for sewer use or other governmental services, special district fees or taxes, and any other governmental fees and assessments
imposed upon the Property, exclusive only of income and franchise taxes, whether or not such Real Estate Taxes exist or apply on
the Commencement Date. Any assessments which can be paid in installments by Landlord shall be paid by Landlord in the maximum number
of installments permitted by law and not included in Real Estate Taxes except in the year in which the assessment is actually paid.
Notwithstanding anything to the contrary contained in this Lease, the following shall be excluded from Real Estate Taxes
and shall be paid solely by Landlord: inheritance, estate, succession, transfer, gift, franchise, or capital stock tax, or any
income taxes arising out of or related to ownership and operation of income-producing real estate, or any excise taxes imposed
upon Landlord based upon gross or net rentals or other income received by it; any increase in taxes and assessments resulting from
Landlord's sale of, or other transfer of its interest in, the Building; and assessments, charges, taxes, rents, fees, rates, levies,
excises, license fees, permit fees, inspection fees, or other authorization fees or charges to the extent allocable to or caused
by the development or installation of on- or off-site improvements or utilities (including without limitation street and intersection
improvements, roads, rights of way, lighting, and signalization) necessary for the development or construction of the Building,
or any past, present or future system development reimbursement schedule or sinking fund related to any of the foregoing.


 


	 	5.2.2	Insurance.
Tenant shall pay during the Term hereof Tenant's Percentage, as indicated above in Section 1.1, of all premiums for insurance carried
by Landlord for the Building and the Property and Landlord's business in the Building in any calendar year.



 









    8


     


    

 


	 	5.2.3	Operating Costs. Tenant shall pay during the
Term hereof Tenant's Percentage, as indicated above in Section 1.1, of all Operating Costs (as hereinafter defined) incurred
by Landlord in any calendar year.



 


The term "Operating Costs
for Pappas Commerce Center" or "Operating Costs" shall mean all costs or expenses incurred by Landlord in owning,
operating, cleaning, managing, administering, maintaining, repairing, replacing, and improving the Pappas Commerce Center, including,
without limitation, all costs of maintenance and repair (including snow removal, landscaping and grounds maintenance, parking lot
operation and maintenance) and of all repairs and replacements (other than repairs or replacements for which Landlord has received
reimbursement from contractors, other tenants of the Building or from others) necessary to keep the Pappas Commerce Center in good
working order, repair, appearance and condition; all costs, including material and equipment costs; all costs related to provision
of heat (including oil, electric, steam and/or gas) and water (including sewer charges) and other utilities to the Building; payments
under all service contracts relating to the foregoing; all compensation, fringe benefits, payroll taxes and workmen's compensation
insurance premiums related thereto with respect to any employees of Landlord or its affiliates engaged in maintenance or management
of the Pappas Commerce Center; attorneys' fees and disbursements and auditing and other professional fees and expenses; all expenses
including fees of attorneys, appraisers and other consultants, incurred in connection with any efforts to obtain abatements or
reductions or to assure maintenance or to resist increase of Landlord's taxes for any tax fiscal year wholly or partially included
in the Term, whether or not successful and whether or not such efforts involve filing of actual abatement applications or initiation
of formal proceedings; and a management fee not to exceed 4% of gross receipts from the Building.


 


	 	5.2.4	Building Operating Expenses. Tenant shall pay during the Term hereof Tenant's Percentage, as indicated above in Section
1.1, of all Building Operating Expenses (as hereinafter defined) incurred by Landlord in any calendar year.



 


The term "Building Operating
Costs" shall mean all costs or expenses incurred by Landlord in owning, operating, cleaning, managing, administering, maintaining,
repairing, replacing, and improving the Building, including, without limitation, all costs of ground lease rent, maintaining and
repairing the Property (including snow removal, landscaping and grounds maintenance, parking lot operation and maintenance, security,
operation and repair of heating and air-conditioning equipment, lighting and any other Building equipment or systems attributable
to the Common Areas) and of all repairs and replacements (other than repairs or replacements for which Landlord has received full
reimbursement from contractors, other tenants of the Building or from others) necessary to keep the Property in good working order,
repair, appearance and condition; all costs, including material and equipment costs, for cleaning and janitorial services to the
Common Areas of the Building (including window cleaning of the Building); all costs related to provision of heat (including oil,
electric, steam and/or gas), air-conditioning, and water (including sewer charges) and other utilities to the Building; payments
under all service contracts relating to the foregoing; all compensation, fringe benefits, payroll taxes and workmen's compensation
insurance premiums related thereto with respect to any employees of Landlord or its affiliates engaged in maintenance or management
of the Property; attorneys' fees and disbursements and auditing and other professional fees and expenses; all expenses including
fees of attorneys, appraisers and other consultants, incurred in connection with any efforts to obtain abatements or reductions
or to assure maintenance or to resist increase of Landlord's taxes for any tax fiscal year wholly or partially included in the
Term, whether or not successful and whether or not such efforts involve filing of actual abatement applications or initiation of
formal proceedings; and a management fee.


 






    9


     


    

 


There shall not be included
in such Building Operating Expenses brokerage fees (including rental fees) related to the leasing of space in the Building;
interest and depreciation charges incurred on the Property; or expenditures made by Tenant with respect to cleaning,
maintenance and upkeep of the Premises. Notwithstanding anything to the contrary set forth in this Lease, Operating Costs and
Building Operating Expenses shall not include the following:; bad debt expenses and interest, principal, points and fees on
debts or amortization on any mortgage or other debt instrument encumbering the Building or the Property; costs which may be
considered capital improvements, capital repairs, capital changes or any other capital costs as determined under generally
accepted accounting principles except for capital improvements required by any laws not in existence and not in effect as of
the Commencement Date, in which case such costs shall be capitalized and amortized over their useful life determined in
accordance with generally accepted accounting principles; rentals for items which if purchased, rather than rented, would
constitute a capital cost; costs incurred by Landlord to the extent that Landlord is reimbursed by insurance proceeds or is
otherwise reimbursed; depreciation, amortization and interest payments, except on equipment, materials, tools, supplies and
vendor-type equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for with
a third party where such depreciation, amortization and interest payments would otherwise have been included in the charge
for such third party's services, all as determined in accordance with generally accepted accounting principles, consistently
applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably
anticipated useful life; advertising and promotional expenditures, and costs of acquisition and maintenance of signs in or on
the Building identifying the owner of the Building or other tenants; marketing costs, including leasing commissions,
attorneys' fees (in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases,
subleases and/or assignments), space planning costs, and other costs and expenses incurred in connection with lease, sublease
and/or assignment negotiations and transactions with present or prospective tenants or other occupants of the Building;
costs, including permit, license and inspection costs, incurred with respect to the installation of other tenants' or other
occupants' improvements or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space
for tenants or other occupants of the Building; expenses in connection with services or other benefits which are not offered
to Tenant or for which Tenant is charged for directly; costs incurred by Landlord due to the violation by Landlord or any
tenant of the terms and conditions of any lease of space in the Building; management fees paid or charged by Landlord in
connection with the management of the Building to the extent such management fee is in excess of the management fee
customarily paid or charged by landlords of comparable buildings in the vicinity of the Building; salaries and other benefits
paid to the employees of Landlord to the extent customarily included in or covered by a management fee, provided that in no
event shall Operating Costs or Building Operating Expenses include salaries and/or benefits attributable to personnel above
the level of Building manager; rent for any office space occupied by Building management personnel to the extent the size or
rental rate for of such office space exceeds the size or fair market rental value of office space occupied by management
personnel of comparable buildings in the vicinity of the Building; amounts paid to Landlord or to subsidiaries or affiliates
of Landlord for goods and/or services in the Building to the extent the same exceeds the costs of such goods and/or services
rendered by unaffiliated third parties on a competitive basis; Landlord's general corporate overhead and general and
administrative expenses; any compensation paid to clerks, attendants or other persons in commercial concessions operated by
Landlord; services provided, taxes, attributable to, and costs incurred in connection with the operation of any retail,
restaurant and garage operations for the Building, and any replacement garages or parking facilities and any shuttle
services; costs incurred in connection with upgrading the Building to comply with laws, rules, regulations and codes in
effect prior to the Commencement Date; all assessments and premiums which are not specifically charged to Tenant because of
what Tenant has done, which can be paid by Landlord in installments, shall be paid by Landlord in the maximum number of
installments permitted by law and not included as Operating Costs or Building Operating Expenses except in the year in which
the assessment or premium installment is actually paid; costs arising from the negligence or willful misconduct of Landlord
or other tenants or occupants of the Building or their respective agents, employees, licensees, vendors, contractors or
providers of materials or services; costs arising from Landlord's charitable or political contributions; costs arising from
latent defects or repair thereof; costs for sculpture, paintings or other objects of art; costs associated with the operation
of the business of the entity which constitutes Landlord as the same are distinguished from the costs of operation of the
Building, including accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions
of Tenant may be in issue), costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord's interest
in the Building, costs incurred in connection with any disputes between Landlord and its employees, between Landlord and
Building management, or between Landlord and other tenants or occupants; any other costs or expenses which would not normally
be treated as operating costs by landlords of comparable buildings in the vicinity of the Building.


 






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Landlord shall keep, in the Building manager's office,
complete books and records regarding Operating Costs, Building Operating Expenses, Real Estate Taxes and all Additional Rent (collectively,
"Charges"). All records shall be retained for at least three (3) years. Tenant shall have the right to audit such records
at any time upon reasonable written notice to Landlord. If such audit reveals that Tenant's pro rata share of any Charges has been
overstated, then Landlord shall immediately refund the overpayment to Tenant. If such audit reveals that Tenant's pro rata share
of any Charges has been overstated by five percent (5%) or more, then Landlord shall pay the costs of Tenant's audit up to $5,000.


 


	 	5.2.5	Utilities. Tenant acknowledges that Rent does not include the cost of supplying
    utilities to the Premises and agrees to pay all charges for heat, electricity and other utilities (whether they are used for
    furnishing heat or other purposes) that are furnished to the Premises and presently separately metered, except for water and
    sewer. Landlord agrees to provide (and shall include such provision in its Operating Costs) all other utility service and
    to furnish reasonably hot and cold water and reasonable heat and air conditioning (except to the extent that the same are
    furnished through separately metered utilities) to the Premises, the hallways, stairways, and lavatories during normal business
    hours on regular business days of the heating and air conditioning seasons of each year, all subject to interruption due to
    any accident, to the making of repairs, alterations, or improvements, to labor difficulties, to trouble in obtaining electricity,
    service, or supplies from the sources from which they are usually obtained for the Building, or to any other cause beyond
    the Landlord's control. Landlord's failure to furnish, or any interruption or termination of, services due to the application
    of laws, the failure of any equipment, the performance of repairs, improvements or alterations, or the occurrence of any event
    or cause beyond the reasonable control of Landlord (a "Service Failure") shall not render Landlord liable to Tenant,
    constitute a constructive eviction of Tenant, give rise to an abatement of Rent, nor relieve Tenant from the obligation to
    fulfill any covenant or agreement. However, if the Premises, or a material portion of the Premises, is made untenantable for
    a period in excess of three (3) consecutive business days as a result of the Service Failure, then Tenant, as its sole remedy,
    shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the fourth (4th)
    consecutive business day of the Service Failure and ending on the day the service has been restored and if the Service Failure
    continues for a period in excess of ninety (90) consecutive business days, Tenant may terminate this Lease upon written notice
    to Landlord at any time thereafter before Landlord cures such Service Failure. If the entire Premises has not been rendered
    untenantable by the Service Failure, the amount of the abatement that Tenant is entitled to receive shall be prorated based
    upon the percentage of the Premises rendered untenantable and not used by Tenant. In no event, however, shall Landlord be
    liable to Tenant for any loss or damage, including the theft of Tenant's property, arising out of or in connection with the
    failure of any security services, personnel or equipment.


 


Landlord shall have no obligation
to provide utilities or equipment other than the utilities and equipment within the Premises as of the Commencement Date of this
Lease. In the event Tenant requires additional utilities or equipment, the installation and maintenance thereof shall be subject
to the prior written consent of the Landlord and shall be Tenant's sole cost and responsibility. Except as otherwise provided in
Article 5, it is understood and agreed that Tenant shall make its own arrangements for the installation or provision of all such
utilities and that Landlord shall be under no obligation to furnish any utilities to the Premises and shall not be liable for any
interruption or failure in the supply of any such utilities to the Premises.


 


	 	5.2.6	Additional
Rent Commencement. Commencing on the Rent Commencement Date, Tenant shall pay to Landlord Tenant's Percentage of Real
Estate Taxes, Insurance and Building Operating Expenses on a square footage basis as applied to the square footages in the
Fixed Rent schedules shown in Article 1.1, above. As an example, Tenant shall pay Real Estate Taxes, Insurance and Building
Operating Expenses on a per square foot basis for 12,500 RSF during months 1-9 of the Lease Term, on a per square foot basis
for 27,500 RSF during months 10 through 12, and on a per square foot basis for 37,500 RSF for the remainder of the Lease
Term. Notwithstanding the foregoing, commencing on the Rent Commencement Date and continuing for the Lease Term, Tenant shall
pay to Landlord Operating Costs for Pappas Commerce Center on a per square foot basis (as set forth in Section 1.1, above)
for 37,500 RSF.



 






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		5.3	Late Payment of Rent. If any installment of Rent is not paid within ten (10) days
after written notice than such installment is past due, Tenant shall pay Landlord a late fee payment equal to five percent (5%)
of the overdue payment. All unpaid late fees shall compound on a monthly basis. As used herein, the term "rent" or "Rent"
shall mean Monthly Fixed Rent Rate, Additional Rent and other sums and charges due from Tenant under the terms of this Lease.



 


		5.4	Security Deposit. Upon the execution of this Lease, Tenant shall deposit with Landlord
the Security Deposit, which Landlord shall not be required to hold in a separate account or separate from Landlord's other funds,
but which shall be held in an interest bearing account with such interest accruing to Tenant and paid to Tenant at the time of
the return of the security deposit. Said deposit shall be held by Landlord as security for the faithful performance by Tenant of
all the terms of this Lease by said Tenant to be observed and performed.



 


If the Rent payable hereunder
shall be overdue and unpaid or should Landlord make payments on behalf of Tenant, or Tenant shall fail to perform any of its covenants,
agreements and obligations set forth in this Lease, then Landlord may, at its option and without prejudice to any other remedy
which Landlord may have on account thereof after the expiration of all applicable notice and cure periods, appropriate and apply
said Security Deposit or so much thereof as may be necessary to compensate Landlord toward the payment of Rent or other sums or
loss or damage sustained by Landlord due to such breach on the part of Tenant; and Tenant shall forthwith within ten (10) days
upon written demand restore said Security Deposit to the original sum deposited. Should Tenant not be in default as of the end
of the Term, the Security Deposit shall be returned in full to Tenant at the end of the Term and surrender of the Premises to Landlord
in the condition required hereunder.


 


In the event of bankruptcy or
other creditor-debtor proceedings against Tenant, all securities shall be deemed to be applied first to the payment of rent and
other charges due Landlord for all periods prior to the filing of such proceedings.


 


ARTICLE 6 


Tenant's Additional Covenants


 


		6.1	Affirmative Covenants. Tenant covenants at all times during the Term and for such
further time (prior or subsequent thereto) as Tenant occupies the Premises or any part thereof:



 


		6.1.1	Perform Obligations. To perform promptly all of the obligations of Tenant set forth
in this Lease; and to pay when due the Fixed Rent and Additional Rent and all charges, rates and other sums which by the terms
of this Lease are to be paid by Tenant.



 


		6.1.2	Use. To use the Premises only for the Permitted Uses, and from time to time to procure
all licenses and permits necessary therefor, at Tenant's sole expense. With respect to any licenses or permits for which Tenant
may apply, pursuant to this subsection 6.1.2 or any other provision hereof, Tenant shall furnish Landlord copies of applications
therefor on or before their submission to the governmental authority.



 






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	 	6.1.3	Repair
and Maintenance. To maintain the Premises in neat order and in good condition and repair and to perform all necessary repairs
to the interior of the Premises and to any plumbing, heating, electrical, ventilating and air-conditioning systems exclusively
serving the Premises, whether installed by Tenant or not, such as are necessary to keep them in good working order, appearance
and condition, as the case may require, reasonable wear and tear thereof and damage by fire or by casualty only excepted; to keep
all glass in windows and doors of the Premises (except glass in the exterior walls of the Building) whole and in good condition
with glass of the same quality as that damaged or broken; and to make as and when needed as a result of misuse by, or neglect or
improper conduct of Tenant or Tenant's servants, contractors, employees, agents, invitees or licensees (together "Tenant Parties")
or otherwise, all repairs necessary, which repairs and replacements shall be in quality and class equal to the original work. (Landlord,
upon Tenant failure to perform its repair obligation in this Section 6.1.3 which failure is not cured within thirty (30) days after
prior notice to Tenant, may elect, at the expense of Tenant, to perform all such cleaning and maintenance and to make any such
repairs or to repair any damage or injury to the Building or the Premises caused by moving personal property of Tenant in or out
of the Building, or by installation or removal of furniture or other property, or by misuse by, or neglect, or improper conduct
of, Tenant or Tenant's servants, employees, agents, contractors, customers, patrons, invitees, or licensees.) Except as stated
above, other required repairs shall be performed by the Landlord subject to reimbursement by Tenant through Tenant's Percentage
of applicable Operating Costs, provided however that any repairs necessitated as a result of gross negligence or willful misconduct
of Tenant or Tenant Parties shall be performed at Tenant's sole cost and expense. Tenant shall be responsible, at Tenant's sole
cost and expense, for all janitorial services required within the Premises.



 


	 	6.1.4	Compliance
with Law. So long as the Premises are delivered to Tenant in compliance with all applicable laws including, without limitation,
all ordinances and all orders or regulations of any public authority, to make all repairs, alterations, additions or replacements
to the Premises required by any law or ordinance or any order or regulation of any public authority; to keep the Premises equipped
with all safety appliances so required; and to comply with the orders and regulations of all governmental authorities with respect
to zoning, building, fire, health and other codes, regulations, ordinances or laws applicable to the Premises; provided that, Landlord
shall, as part of the Tenant Improvements, install all sprinklers and fire safety systems required by any such law or ordinance
or any order or regulation of any public authority. Notwithstanding the foregoing or any other provision of this Lease, however,
Tenant shall not be responsible for compliance with any such laws, regulations, or the like requiring (a) structural repairs or
modifications; or (b) repairs or modifications to the utility or building service equipment; or (c) installation of new building
service equipment, such as fire detection or suppression equipment, unless such repairs, modifications, or installations shall
be due to the gross negligence or willful misconduct of Tenant or any agent, employee, or contractor of Tenant or are due to Tenant's
specific manner of use of the Premises (as opposed to the Permitted Uses, generally).



 


	 	6.1.5	Indemnification. Pursuant
to the terms of Article 10, below, to save Landlord harmless, and to exonerate and indemnify Landlord from and against any
and all claims, liabilities or penalties asserted by or on behalf of any person, firm, corporation or public authority on
account of injury, death, damage or loss to person or property in or upon the Premises arising out of the use or occupancy of
the Premises by Tenant or by any person claiming by, through or under Tenant (including, without limitation, all patrons,
employees and customers of Tenant), or arising out of any delivery to or service supplied to the Premises, or on account of
or based upon anything whatsoever done on the Premises by Tenant, except if the same was caused by the gross negligence or
willful misconduct of Landlord, its agents, servants or employees. In respect of all of the foregoing, Tenant shall indemnify
Landlord from and against all reasonable costs, expenses (including reasonable attorneys' fees), and liabilities incurred in
or in connection with any such claim, action or proceeding brought thereon; and, in case of any action or proceeding brought
against Landlord by reason of any such claim, Tenant, upon notice from Landlord and at Tenant's expense, shall resist or
defend such action or proceeding and employ counsel therefor reasonably satisfactory to Landlord.



 


	 	6.1.6	Landlord's
Right to Enter. To permit Landlord and its agents, upon reasonable prior notice which may be oral (except for
emergency situations, where no prior notice shall be required, provided Landlord shall notify Tenant after such entry has
occurred), to enter into and examine the Premises at reasonable times and to show the Premises, and to make repairs to the
Premises, and, during the last six (6) months prior to the expiration of this Lease, to keep affixed in suitable places
notices of availability of the Premises.



 






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	 	6.1.7	Personal
Property at Tenant's Risk To place and keep all of the furnishings, fixtures, equipment, effects and property of every
kind, nature and description of Tenant and of all persons claiming by, through or under Tenant which, during the continuance of
this Lease or any occupancy of the Premises by Tenant or anyone claiming under Tenant, may be on the Premises, at the sole risk
and hazard of Tenant, except to the extent any damage thereto is caused by the gross negligence or willful misconduct of Landlord.



 


	 	6.1.8	Payment of Landlord's Cost of Enforcement. To pay on demand Landlord's reasonable
    expenses, including reasonable attorney's fees, incurred in enforcing any obligation of Tenant under this Lease as provided
    in Section 8.4.



 


		6.1.9	Yield Up. At the
                                         expiration of the Term or earlier termination of this Lease: to surrender all keys to
                                         the Premises; to remove all of its trade fixtures and personal property in the Premises;
                                         to remove such installations, improvements and alterations made by Tenant in the Premises
                                         as Landlord may have requested at the time such installments, improvements and alterations
                                         were installed and all Tenant's signs wherever located; to repair all damage caused by
                                         such removal and to yield up the Premises (including all installations and improvements
                                         made by Tenant except for trade fixtures and such of said installations or improvements
                                         as Landlord shall request Tenant to remove at the time of installation), broom-clean
                                         and in the same good order and repair in which Tenant is obliged to keep and maintain
                                         the Premises by the provisions of this Lease. In no event shall Tenant have any responsibility
                                         for any repairs or maintenance made necessary, in whole or in part, by the negligence
                                         or willful misconduct of Landlord, fire, casualty, eminent domain, or ordinary wear and
                                         tear, or by alterations, improvements, restoration, repairs, replacements, or renovations
                                         that are the responsibility of Landlord or are not expressly required of Tenant herein.
                                         Any property not so removed shall be deemed abandoned and may be removed and disposed
                                         of by Landlord in such manner as Landlord shall determine and Tenant shall pay Landlord
                                         the entire cost and expense incurred by Landlord in effecting such removal and disposition
                                         and in making any incidental repairs and replacements to the Premises and for use and
                                         occupancy of the Premises during the period after the expiration of the Term and prior
                                         to its performance of its obligations under this subsection 6.1.9 at the rate set forth
                                         in Section 11.8. Tenant shall further indemnify Landlord against all loss, cost and damage
                                         resulting from Tenant's failure and delay in surrendering the Premises as above provided.



 


	 	6.1.10	Estoppel
Certificate. Upon not less than fifteen (15) days' prior written request by Landlord, to execute, acknowledge and deliver
to Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect and that Tenant has no
defenses, offsets or counterclaims against its obligations to pay the Fixed Rent and Additional Rent and any other charges and
to perform its other covenants under this Lease (or, if there have been any modifications, that the Lease is in full force and
effect as modified and stating the modifications and, if there are any defenses, offsets or counterclaims, setting them forth in
reasonable detail), and the dates to which the Fixed Rent and Additional Rent and other charges have been paid and such other certifications
as Landlord may reasonably require. Any such statement delivered pursuant to this subsection 6.1.10 may be relied upon by Landlord,
any prospective purchaser or mortgagee of the Premises, or any prospective assignee of such mortgage. Tenant shall also deliver
to Landlord such financial information as may be reasonably required by Landlord to be provided to any mortgagee or prospective
purchaser of the Premises.



 


	 	6.1.11	Landlord's
Expenses Re Consents. To reimburse Landlord promptly on demand for all reasonable legal expenses incurred by Landlord in
connection with all requests by Tenant for consent or approval hereunder.



 


		6.2	Negative Covenants. Tenant covenants at all times during the Term and such further
time (prior or subsequent thereto) as Tenant occupies the Premises or any part thereof:



 






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	 	6.2.1	Assignment
and Subletting. Except as otherwise set forth herein, not to assign, transfer, mortgage or pledge this Lease or to
sublease (which term shall be deemed to include the granting of concessions and licenses and the like) all or any part of the
Premises or suffer or permit this Lease or the leasehold estate hereby created or any other rights arising under this Lease
to be assigned, transferred or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or
permit the occupancy of the Premises by anyone other than Tenant without the prior written consent of Landlord, which consent
shall not be unreasonably withheld or delayed. The Landlord shall respond to Tenant's written request within thirty (30) days
after receipt by Landlord of all information and materials reasonably required by Landlord. In the event Tenant desires to
assign this Lease or sublet any portion or all of the Premises, Tenant shall notify Landlord in writing of Tenant's intent to
so assign this Lease or sublet the Premises and the proposed effective date of such subletting or assignment, and shall
request in such notification that Landlord consent thereto. Landlord's consent shall not be unreasonably withheld to an
assignment or to a subletting, provided that the assignee or subtenant shall use the Premises only for the Permitted Uses,
the proposed assignee or subtenant has sufficient financial resources to discharge its obligations under the Lease and the
proposed transfer agreement, the proposed assignment or sublease shall not, in Landlord's reasonable judgment, cause harm to
the Property or harm to the reputation of the Building or the Property. Tenant shall, as Additional Rent, reimburse Landlord
promptly for Landlord's reasonable legal expenses incurred in connection with any request by Tenant for such consent. If
Landlord consents thereto, no such subletting or assignment shall in any way impair or release the Tenant from the continuing
primary liability of Tenant hereunder, and no consent to any subletting or assignment in a particular instance shall be
deemed to be a waiver of the obligation to obtain the Landlord's written approval in case of any other subletting or
assignment.



 


Notwithstanding anything to the
contrary provided for herein, and provided that no event of Tenant default hereunder then exists beyond any applicable grace or
cure period, Tenant shall have the right to sublease or assign the Premises under this Lease, without Landlord's prior approval,
to any parent, affiliate, any related company or to a customer servicing the user group, or in the event of any corporate merger,
consolidation, or sale of assets or stock, but after Tenant provides thirty (30) days prior written notice thereof to Landlord,
PROVIDED that: (i) any such successor to Tenant pursuant hereto has a net worth computed in accordance with generally accepted
accounting principles at least equal to the greater of (x) the net worth of Tenant immediately prior to such merger, consolidation,
or transfer, or (y) the net worth of Tenant (whichever is greater) on the date of the Lease; (ii) proof satisfactory to Landlord
of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction;
and (iii) the assignee agrees directly with Landlord, in form satisfactory to Landlord, to be bound by all the obligations of the
Tenant hereunder, including, without limitation, the obligation to pay the rent and other amounts provided for under this Lease.


 


If for any assignment or sublease
consented to by Landlord hereunder Tenant receives rent or other consideration, either initially or over the term of the assignment
or sublease, in excess of the rent called for hereunder, or in case of sublease of part, in excess of such rent fairly allocable
to the part, after appropriate adjustments to assure that all other payments called for hereunder are appropriately taken into
account and after deduction for reasonable expenses of Tenant in connection with the assignment or sublease for tenant improvements,
legal fees, commissions and rent concessions, to pay to Landlord as Additional Rent fifty (50%) percent of the excess of each such
payment of rent or other consideration received by Tenant promptly after its receipt.


 


	 	6.2.2	Nuisance. Not to injure, deface or otherwise harm the Premises; nor commit any
    nuisance; nor permit in the Premises any vending machine (except such as is used for the sale of merchandise to employees
    of Tenant) or inflammable fluids or chemicals (except such as are customarily used in compliance with all applicable laws
    in connection with standard office and light manufacturing equipment); nor permit any cooking to such extent as requires special
    exhaust venting; nor permit the emission of any objectionable noise or odor; nor make, allow or suffer any waste; nor make
    any use of the Premises which is improper, offensive or contrary to any law or ordinance or which will invalidate any of Landlord's
    insurance; nor conduct any auction, fire, "going out of business" or bankruptcy sales.



 






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	 	6.2.3	Hazardous
Wastes and Materials. Not to dispose of any hazardous wastes, hazardous materials or oil on the Premises or the Pappas
Commerce Center, or into any of the plumbing, sewage, or drainage systems thereon, and to indemnify and save Landlord harmless
from all claims, liability, loss or damage arising on account of the use or disposal of hazardous wastes, hazardous materials or
oil, including, without limitation, liability under any federal, state, or local laws, requirements and regulations, or damage
to any of the aforesaid systems. Tenant shall comply with all governmental reporting requirements with respect to hazardous wastes,
hazardous materials and oil, and shall deliver to Landlord copies of all reports filed with governmental authorities. Notwithstanding
anything to the contrary contained herein, Tenant shall be permitted to use, generate and dispose of substances as are typically
found in similar premises used for general office, and light manufacturing purposes, provided, the same are being used by Tenant
in a safe manner and in compliance with all applicable laws. Notwithstanding Tenant's obligations under this Section 6.2.3, Landlord
hereby agrees to defend, indemnify and hold Tenant harmless from and against any and all loss, cost, damage, claim or expense (including
legal fees) incurred in connection with or arising out of or relating in any way to the presence of hazardous or toxic materials
or oil as of the date hereof in or on the Property or the Building.



 


		6.2.4	Installation, Alterations or Additions. Not to make any installations, alterations
or additions in, to or on the Premises nor to permit the making of any holes in the walls, partitions, ceilings or floors without
on each occasion obtaining the prior written consent of Landlord (which consent shall not be unreasonably withheld), and then only
pursuant to plans and specifications approved by Landlord in advance in each instance; and Tenant shall pay promptly when due the
entire cost of any work undertaken by Tenant so that the Premises shall at all times be free of liens for labor and materials.
In any event, Tenant shall within ten (10) days after the same is filed discharge any mechanics' liens or other encumbrances that
may arise out of such work. Tenant shall procure all necessary licenses and permits at Tenant's sole expense before undertaking
such work. All such work shall be done in a good and workmanlike manner employing materials of good quality and so as to conform
to all applicable zoning, building, fire, health and other codes, regulations, ordinances and laws. Tenant shall save Landlord
harmless and indemnified from all injury, loss, claims or damage to any person or property occasioned by or growing out of such
work, except to the extent caused by the gross negligence or willful misconduct of Landlord. Tenant shall reimburse Landlord for
any reasonable expenses incurred by Landlord in the review and approval of Tenant's plans and specifications for the construction
of improvements to the Premises performed during the Lease Term.



 


	 	6.2.5	Abandonment. Not to abandon or
vacate the Premises during the Term.



 


		6.2.6	Signs. Not to paint or place any signs or place any curtains, blinds, shades, awnings,
aerials, or the like, visible from outside the Premises without Landlord's prior written approval. Landlord shall provide, at its
sole cost and expense, Tenant signage in the lobby directory and in the Building's second floor elevator lobby. Pursuant to the
terms and conditions of this Article 6.2.6, and provided that Tenant occupies a minimum of 37,500 RSF, Tenant may arrange for the
placement of signage on the exterior of the Building that is proportionate in size to the percentage of the rentable square feet
in the Building that Tenant occupies. Landlord shall assist Tenant in securing whatever permits and consents required for the placement
of said exterior signage, and said signage shall conform with all applicable ordinances and regulations. The installation and maintenance
of all signage on the Building exterior shall be at Tenant's sole cost and expense. Tenant shall remove all of its signage upon
expiration or earlier termination of this Lease.



 






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ARTICLE 7 


Casualty or Taking


 


		7.1	Termination. In the event that the Premises or the Building, or any material
    part thereof or the access thereto, shall be taken by any public authority or for any public use, or shall be destroyed or
    damaged by fire or casualty, or by the action of any public authority, then this Lease may be terminated at the election of
    either party. Such election, which may be made notwithstanding the fact that Landlord's entire interest may have been divested,
    shall be made by the giving of notice to the other party within thirty (30) days after the date of the taking or casualty.



 


		7.2	Restoration. If the parties do not elect to so terminate (or if no termination right
arises under Section 7.1), this Lease shall continue in force and a just proportion of the rent reserved, according to the nature
and extent of the damages sustained by the Premises (or the access thereto), shall be abated until the Premises, or what may remain
thereof, shall be put by Landlord in proper condition for use, which Landlord covenants to do with reasonable diligence to the
extent permitted by the net proceeds of insurance recovered or damages awarded for such taking, destruction or damage and subject
to zoning and building laws or ordinances then in existence. "Net proceeds of insurance recovered or damages awarded"
refers to the gross amount of such insurance or damages less the reasonable expenses of Landlord incurred in connection with the
collection of the same, including without limitation, fees and expenses for legal and appraisal services



 


		7.3	Award. Irrespective of the form in which recovery may be had by law, all rights to
damages or compensation for a taking shall belong to Landlord in all cases (not including any awards specifically made to Tenant
for its relocation costs and personal property, which shall belong to Tenant, provided Landlord's award is not reduced or otherwise
adversely affected thereby).



 


ARTICLE 8

Defaults


 


		8.1	Events of Default. (a) If Tenant shall default
                                 in the performance of any of its obligations to pay the Fixed Rent or Additional Rent hereunder
                                 and if such default shall continue for five (5) days after written notice from Landlord designating
                                 such default, or (b) if Tenant shall default in the performance of any of its other obligations
                                 under the Lease and such default is not cured within thirty (30) days after written notice from
                                 Landlord to Tenant specifying any such default or defaults, provided that if such default cannot
                                 reasonably be cured within such 30-day period, Tenant shall have additional commercially reasonable
                                 period to cure such default so long as Tenant has commenced diligently to correct the default
                                 within such 30-day period and diligently pursues such cure to completion, or (c) if any assignment
                                 shall be made by Tenant or any guarantor of Tenant for the benefit of creditors, or (d) if Tenant's
                                 leasehold interest shall be taken on execution, or (e) if a lien or other involuntary encumbrance
                                 is filed against Tenant's leasehold interest or Tenant's other property, including said leasehold
                                 interest, and is not discharged within ten (10) business days thereafter, or (f) if a petition
                                 is filed by Tenant or any guarantor of Tenant for liquidation, or for reorganization or an arrangement
                                 under any provision of any bankruptcy law or code as then in force and effect, or (g) if an involuntary
                                 petition under any of the provisions of any bankruptcy law or code is filed against Tenant or
                                 any guarantor of Tenant and such involuntary petition is not dismissed within thirty (30) days
                                 thereafter, then, and in any of such cases, Landlord and the agents and servants of Landlord
                                 lawfully may, in addition to and not in derogation of any other remedies set forth in this Lease
                                 or any applicable laws, immediately or at any time thereafter upon written notice and with or
                                 without process of law (forcibly, if necessary) lawfully enter into and upon the Premises or
                                 any part thereof or mail a notice of termination addressed to Tenant, and repossess the same
                                 and expel Tenant and those claiming through or under Tenant and remove its and their effects
                                 (forcibly, if necessary) without being deemed guilty of any manner of trespass and without prejudice
                                 to any remedies which might otherwise be used for arrears of rent or prior breach of covenants,
                                 and upon such written notice as aforesaid this Lease shall terminate, Tenant hereby waiving all
                                 statutory rights to the Premises (including without limitation rights of redemption, if any,
                                 to the extent such rights may be lawfully waived).



 






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		8.2	Remedies. In the event that this Lease is terminated under any of the provisions
contained in Section 8.1 or shall be otherwise terminated for breach of any obligation of Tenant, Tenant shall pay to Landlord
within thirty (30) days of such termination, as compensation, the discounted value (calculated using a discount factor equal to
the then prime rate of the Bank of America plus 2%) of the excess of the total rent reserved for the residue of the Term over the
rental value of the Premises for said residue of the Term. In calculating the rent reserved there shall be included,
in addition to the Fixed Rent and Additional Rent, the value of all other considerations agreed to be paid or performed by Tenant
for said Term as set forth in this Lease. In the event Landlord elects, in its sole and absolute discretion, not to terminate the
Lease but terminate Tenant's right to possession of the Premises, Tenant shall pay punctually to Landlord as additional and cumulative
obligations, all rent when due under the Lease and perform all obligations which Tenant covenants in this Lease to pay and to perform
in the same manner and to the same extent and at the same time as provided in the Lease. In calculating the amounts to be paid
by Tenant pursuant to the next preceding sentence Tenant shall be credited with the net proceeds of any rent obtained by Landlord
by reletting the Premises, after deducting all Landlord's expense in connection with such reletting, including, without limitation,
all repossession costs, brokerage commissions, fees for legal services and expenses of preparing the Premises for such reletting,
it being agreed by Tenant that Landlord may (i) relet the Premises or any part or parts thereof, for a term or terms which may
at Landlord's option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Term
and may grant such concessions and free rent as Landlord in its sole judgment considers advisable or necessary to relet the same
and (ii) make such alterations, repairs and decorations in the Premises as Landlord in its sole judgment considers advisable or
necessary to relet the same, and no action of Landlord in accordance with the foregoing or failure to relet or to collect rent
under reletting shall operate or be construed to release or reduce Tenant's liability as aforesaid. In the event of any termination
of this Lease for a Tenant default, Landlord shall make reasonable efforts to mitigate its damages. Notwithstanding any provision
of this Lease to the contrary, in no event shall Landlord or Tenant be liable for any consequential, indirect or special damages
under or in connection with this Lease.



 


Nothing contained in this Lease
shall, however, limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy or insolvency by
reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the
time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal
to, or less than the amount of the loss or damages referred to above.


 


		8.3	Remedies Cumulative. Any and all rights and remedies which Landlord may have
                                                           under this Lease, and at law and equity, shall be cumulative and shall not be deemed inconsistent with each other, and any
                                                           two or more of all such rights and remedies may be exercised
at the same time insofar as permitted by law.



 


		8.4	Landlord's Right to Cure Defaults. Landlord may, but shall not be obligated to, cure,
at any time after the expiration of all applicable notice and cure periods hereunder, any default by Tenant under this Lease; and
whenever Landlord so elects, all costs and expenses incurred by Landlord, including reasonable attorneys' fees, in curing a default
shall be paid, as Additional Rent, by Tenant to Landlord on demand, together with interest thereon at the maximum rate permitted
by law (but not to exceed 12% per annum) from the date of payment by Landlord to the date of payment by Tenant.



 


		8.5	Effect of Waivers of Default. Any consent or permission by Landlord to any act or
omission which otherwise would be a breach of any covenant or condition herein, shall not in any way be held or construed (unless
expressly so declared) to operate as waiver of such default or to impair the continuing obligation of any covenant or condition
herein, or otherwise, except as to the specific instance, operate to permit similar acts or omissions.



 


		8.6	No Waiver, etc. The failure of Landlord to seek redress for violation of, or to insist
upon the strict performance of, any covenant or condition of this Lease shall not be deemed a waiver of such violation nor prevent
a subsequent act, which would have originally constituted a violation, from having all the force and effect of an original violation.
The receipt by Landlord of rent with knowledge of the breach of any covenant of this Lease shall not be deemed to have been a waiver
of such breach by Landlord. No consent or waiver, express or implied, by Landlord to or of any breach of any agreement or duty
shall be construed as a waiver or consent to or of any other breach of the same or any other agreement or duty.



 


		8.7	No Accord and Satisfaction. No acceptance by Landlord of a lesser sum than the Fixed
Rent, Additional Rent or any other charge then due shall be deemed to be other than on account of the earliest installment of such
rent or charge due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent
or other charge be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's
right to recover the balance of such installment or pursue any other remedy in this Lease provided.



 






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		8.8	Landlord's Default. Landlord shall not be deemed to be in default in the performance
of any of its obligations hereunder unless it shall fail to perform such obligations and such failure shall continue for a period
of thirty (30) days or such additional time as is reasonably required to correct any such default after written notice has been
given by Tenant to Landlord specifying the nature of Landlord's alleged default. Landlord shall not be liable in any event for
special, punitive, incidental or consequential damages to Tenant by reason of Landlord's default, whether or not notice is given.
Tenant shall have no right to terminate this Lease or offset or counterclaim against any rent due hereunder on account of a Landlord's
default, except in the event of eviction or as expressly set forth herein.



 


ARTICLE 9 


Rights of Mortgage Holders


 


		9.1	Rights of Mortgage Holders. The word "mortgage" as used herein includes
mortgages, deeds of trust, ground leases, superior leases, or other similar instruments evidencing other voluntary liens or encumbrances,
and modifications, consolidations, extensions, renewals, replacements and substitutes thereof. The word "holder" shall
mean a mortgagee, and any subsequent holder or holders of a mortgage. Until the holder of a mortgage shall enter and take possession
of the Property for the purpose of foreclosure, such holder shall have only such rights of Landlord as are necessary to preserve
the integrity of this Lease as security. Upon entry and taking possession of the Property for the purpose of foreclosure, such
holder shall have all the rights of Landlord. No such holder of a mortgage shall be liable either as mortgagee or as assignee,
to perform, or be liable in damages for failure to perform, any of the obligations of Landlord unless and until such holder shall
enter and take possession of the Property for the purpose of foreclosure. Upon entry for the purpose of foreclosure, such holder
shall be liable to perform all of the obligations of Landlord, subject to and with the benefit of the provisions of Section 11.4,
provided that a discontinuance of any foreclosure proceeding shall be deemed a conveyance under said provisions to the owner of
the equity of the Property. Landlord shall make best efforts to secure a non-disturbance agreement in form acceptable to Tenant
from the holders of all mortgages affecting the Premises, Building or Property from time to time and shall make best efforts to
secure a non-disturbance agreement from the existing holders of mortgages simultaneously with Landlord's execution of this Lease.



 


The covenants and agreements
contained in this Lease with respect to the rights, powers and benefits of a holder of a mortgage (particularly, without limitation
thereby, the covenants and agreements contained in this Section 9.1) constitute a continuing offer to any person, corporation or
other entity, which by accepting a mortgage subject to this Lease, assumes the obligations herein set forth with respect to such
holder; such holder is hereby constituted a party of this Lease as an obligee hereunder to the same extent as though its name were
written hereon as such; and such holder shall be entitled to enforce such provisions in its own name. Tenant agrees within ten
(10) days after receipt of request of Landlord to execute and deliver from time to time any commercially reasonable agreement which
may be necessary to implement the provisions of this Section 9.1.


 


		9.2	Lease Superior or Subordinate to Mortgages. It is agreed that the rights and interest
of Tenant under this Lease shall be (i) automatically subject or subordinate to any present or future mortgage or mortgages and
to any and all advances to be made thereunder, and to the interest of the holder thereof in the Premises or (ii) prior to any present
or future mortgage or mortgages, if Landlord shall elect, by notice to Tenant, to give the rights and interest of Tenant under
this Lease priority to such mortgage; in the event of either of such cases, the rights and interest of Tenant under this Lease
should be deemed to be subordinate to, or have priority over, as the case may be, said mortgage or mortgages, irrespective of the
time of execution or time of recording of any such mortgage or mortgages (provided that, in the case of subordination of this Lease
to any mortgages, the holder thereof agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder
beyond all applicable notice and cure periods). Tenant shall, within ten (10) days after request of Landlord, execute, acknowledge
and deliver any and all commercially reasonable instruments deemed by Landlord necessary or desirable
to give effect to or notice of such subordination or priority. Any mortgage to which this Lease shall be subordinated may contain
such terms, provisions and conditions as the holder deems usual or customary.



 






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ARTICLE 10 


Indemnity and Public Liability Insurance


 


		10.1.	Mutual Indemnity.



 


	 	10.1.1	Subject
to the provisions of Section 10.7, to the maximum extent permitted by law, Tenant shall indemnify and save harmless Landlord from
and against all claims of whatever nature arising from any negligence or willful misconduct of Tenant, or Tenant Parties, or arising
from any accident, injury or damage whatsoever caused to any person, or to the property of any person, occurring in or about the
Premises after the date that possession of the Premises is first delivered to Tenant and until the end of the Term of this Lease,
so long as Tenant is in occupancy of any part of the Premises, or arising from any accident, injury or damage occurring inside
or outside the Premises but within the Property or on the Pappas Commerce Center, where such accident, injury or damage results,
or is claimed to have resulted, from the negligence or willful misconduct on the part of Tenant or Tenant Parties.



 


	 	10.1.2	Landlord
agrees to indemnify and save harmless Tenant from and against all claims of whatever nature arising from gross negligence or willful
misconduct of Landlord, or Landlord's contractors, agents, servants or employees.



 


	 	10.1.3	Each
indemnity and hold harmless agreement contained in this Section shall include indemnity against all costs, expenses and liabilities
incurred in or in connection with any such claim or proceeding brought thereon, and the defense thereof with counsel approved by
the party entitled to such indemnity which approval shall not be unreasonably withheld. The indemnity provisions set forth in this
Section and elsewhere in this Lease shall survive expiration or earlier termination of the Lease.



 


		10.2	Public Liability Insurance.
Tenant agrees to maintain in full force from the date upon which Tenant first enters the Premises for any reason, throughout the
Term of this Lease, and thereafter, so long as Tenant is in occupancy of any part of the Premises, a policy of general liability
and property damage insurance under which Landlord (and such other persons as are in privity of estate with Landlord as may be
set out in notice from time to time), and the Massachusetts Port Authority are named as additional insureds, and under which the
insurer agrees to indemnify and hold Landlord, the Massachusetts Port Authority and those in privity of estate with Landlord,
harmless from and against all cost, expense and/or liability arising out of or based upon any and all claims, accidents, injuries,
and damages set forth in Section 10.1.1 of this Article, in the form of coverage consistent to what is prudent for responsible
tenants in the greater Boston area in the same business as Tenant. Each such policy shall be non-cancelable and non-amendable
with respect to Landlord, the Massachusetts Port Authority and Landlord's said designees of which Tenant has written notice without
thirty (30) days prior notice to Landlord, and shall be in at least in the amounts set forth in Section 1.1, or in such higher
limits as Landlord shall from time to time reasonably request if, during the Term of this Lease, such higher limits are carried
customarily in the Greater Boston Area with respect to similar properties. Tenant agrees that, as a condition to first entering
the Premises, Landlord shall be furnished with a duplicate original or certificate of the insurance required to be maintained
by Tenant under this Section. Said insurance may be maintained by Tenant under a so-called blanket policy covering the Premises
as well as other premises of the Tenant, provided such insurance has a landlord protective liability endorsement attached thereto.
Neither the issuance of any insurance policy required hereunder, nor the minimum limits specified herein with respect to Tenant's
insurance coverage, shall be deemed to limit or restrict in any way Tenant's liability arising under or out of this Lease, including,
without limitation, Tenant's liabilities and obligations under Section 6.23.



 






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		10.3	Property Insurance.
Landlord shall procure and maintain, and shall pay the cost thereof (subject to reimbursement from Tenant as set forth in
Article 5) with respect to the Building a policy or policies of All Risk of Physical Loss insurance required by the holder of
any fee or leasehold mortgage covering all of any portion of the Property, in an amount equal to the limits set forth in
Section 1.1 and commercial general liability insurance in the amounts deemed appropriate by Landlord.



 


		10.4	Tenant's Risk. Except to the extent said damage is caused by or results from the
gross negligence or willful misconduct of Landlord or Landlord's agents, servants or employees, Landlord shall have no responsibility
or liability for any loss of or damage to fixtures or other personal property of Tenant.



 


Except to the extent specifically
provided in Section 10.1.2, in no event shall Landlord's obligation to make repairs as provided in this Lease be construed as an
agreement to indemnify Tenant against any loss or damage sustained by the Tenant resulting from the non-performance, or negligent


performance, of Landlord's repair obligations under this Lease.


 


		10.5	Injury Caused by Third Parties. To the maximum extent permitted by law, Tenant agrees
that Landlord shall not be responsible or liable to Tenant, or to those claiming by, through or under Tenant, for any loss or damage
that may be occasioned by or through the acts or omissions of persons occupying adjoining premises or any part of the premises
adjacent to or connecting with the Premises or any part of the Property, or otherwise, or for any loss or damage resulting to Tenant
or those claiming by, through or under Tenant, or its or their property, from the breaking, bursting, stopping or leaking of electric
cables or wires, and water, gas, sewer or steam pipes unless said damage or loss results or is claimed to have resulted from the
gross negligence or willful misconduct of Landlord, its agent, servants or employees.



 


		10.6	Tenant's Failure. If Tenant fails to obtain and or maintain any insurance required by the terms of the Lease
to be obtained by Tenant, Tenant shall be liable for all losses and costs resulting from said failure. Nothing herein shall be
a waiver of any of Landlord's rights and remedies under any other Article of this Lease or at law or equity.



 


		10.7	Waiver of Subrogation. Landlord and Tenant mutually agree that any property damage
insurance carried by either shall provide for the waiver by the insurance carrier of any right of subrogation against the other,
and they further mutually agree that, with respect to any damage to property, the loss from which is covered by the insurance then
being carrier by them, respectively, the one carrying such insurance and suffering such loss releases the other of and from any
and all claims with respect to such loss to the extent of the limits of insurance carried with respect thereto, plus the amount
of any commercially reasonable deductible.



 


		10.8	Insurance Certificates. Tenant shall furnish to Landlord on the Commencement Date,
and thereafter within thirty (30) days prior to the expiration of each such policy, certificates of insurance required by the terms
of this Lease to be obtained and maintained by Tenant. Each certificate shall evidence the thirty (30) days non-cancellability
and non-amendability of such policies, as required by this Article. Landlord, Landlord's successors and assigns, and any nominee
or Landlord in privity of estate with Landlord or otherwise holding any interest in the Premises of whom Tenant has prior written
notice, including, without limitation, any ground lessor and the holder of any fee or leasehold mortgage, shall be named as loss
payees and/or additional insureds (as applicable) under each policy of insurance required by the terms of this Lease to be obtained
and maintained by Tenant pursuant to the Article.



 


ARTICLE 11 


Miscellaneous Provisions


 


		11.1	Notices from One Party
to the Other. All notices required or permitted hereunder shall be in writing and addressed, if to the Tenant, at the Original
Notice Address of Tenant or such other address as Tenant shall have last designated by notice in writing to Landlord and, if to
Landlord, at the Original Notice Address of Landlord or such other address as Landlord shall have last designated by notice in
writing to Tenant. Any notice shall be deemed duly given when mailed to such address postage prepaid, by registered or certified
mail, return receipt requested, by nationally recognized overnight delivery courier (e.g., Fed Ex) or when delivered to such address
by hand.



 






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	11.2	Quiet Enjoyment. Landlord agrees that upon Tenant's paying the rent and performing
and observing the agreements, conditions and other provisions on its part to be performed and observed, Tenant shall and may peaceably
and quietly have, hold and enjoy the Premises during the Term hereof without hindrance from Landlord or anyone claiming under Landlord,
subject, however, to the terms of this Lease.
	 	 
	11.3	Lease not to be Recorded. Tenant agrees that it will not record this Lease. Both
parties shall, upon the request of either, execute and deliver and record a notice or short form of this Lease in such form, if
any, as may be permitted by applicable statute.
	 	 



	11.4	Limitation of Parties' Liability. The term "Landlord" as used in this
                                  Lease, so far as covenants or obligations to be performed by Landlord are concerned, shall be limited to mean and include
                                  only the owner or owners at the time in question of the Property or the holder of the Landlord's interest under this Lease,
                                  and in the event of any transfer or transfers of title to said Property or the Landlord's leasehold interest, the Landlord
                                  (and in case of any subsequent transfers or conveyances, the then grantor) shall be concurrently freed and relieved from and
                                  after the date of such transfer or conveyance, without any further instrument or agreement of all liability as respects the
                                  performance of any covenants or obligations on the part of the Landlord contained in this Lease thereafter to be performed,
                                  it being intended hereby that the covenants and obligations contained in this Lease on the part of Landlord, shall, subject
                                  as aforesaid, be binding on the Landlord, its successors and assigns, only during and in respect of their respective
                                  successive periods of ownership of said leasehold interest or fee, as the case may be. Tenant, its successors and assigns,
                                  shall not assert nor seek to enforce any claim for breach of this Lease against any of Landlord's assets other than
                                  landlord's interest in the Building and Property, and Tenant agrees to look solely to such interest for the satisfaction of
                                  any liability or claim against Landlord under this Lease, it being specifically agreed that in no event whatsoever shall
                                  Landlord (which term shall include, without limitation, any general or limited partner, trustees, beneficiaries, officers,
                                  directors, or stockholders of Landlord) ever be personally liable for any such liability. The foregoing provision shall not
                                  limit Tenant's right to seek injunctive relief in a dispute with Landlord.
	 	 



	11.5	Acts of God. Except with respect to Tenant's obligation to pay Rent, in any case
where either party hereto is required to do any act, delays caused by or resulting from Acts of God, war, civil commotion, fire,
flood or other casualty, labor difficulties, shortages of labor, materials or equipment, government regulations, unusually severe
weather, or other causes beyond such party's reasonable control shall not be counted in determining the time during which work
shall be completed, whether such time be designated by a fixed date, a fixed time or a "reasonable time," and such time
shall be deemed to be extended by the period of such delay.
	 	 
	11.6	Brokerage. Tenant and Landlord warrant and represent that they have dealt with no
broker in connection with the consummation of this Lease, other than Colliers International (the "Tenant's Broker"),
and CBRE/New England (the "Landlord's Broker"), and in the event of any brokerage claims, other than by the Tenant's
Broker or the Landlord's Broker, against either party predicated upon prior dealings with the warranting party, the warranting
party agrees to defend the same and indemnify and hold the other party harmless against any such claim. By separate agreement,
Landlord shall pay the commissions for this transaction to Landlord's Broker and Tenant's Broker.
	 	 
	11.7	Applicable Law and Construction. This Lease shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts and, if any provisions of this Lease shall to any extent be invalid,
the remainder of this Lease shall not be affected thereby. There are no oral or written agreements between Landlord and Tenant
affecting this Lease. This Lease may be amended, and the provisions hereof may be waived or modified, only by instruments in writing
executed by Landlord and Tenant. The titles of the several Articles and Sections contained herein are for convenience only and
shall not be considered in construing this Lease. Unless repugnant to the context, and subject to the provisions of Section 6.2.1,
the words "Landlord" and "Tenant" appearing in this Lease shall be construed to mean those named above and
their respective heirs, executors, administrators, successors and assigns, and those claiming through or under them respectively.
If there be more than one tenant, the obligations imposed by this Lease upon Tenant shall be joint and several.



 






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	11.8	Holding Over. Any holding over by Tenant after the expiration of the Term of the
lease, with or without the written consent of the Landlord, shall be treated as a daily tenancy at sufferance at a rate equal to
1.5 times the Monthly Fixed Rent Rate then in effect immediately prior to such holdover (prorated on a daily basis) (the "Holdover
Rate") and shall otherwise be on the terms and conditions set forth in this Lease, as far as applicable. In addition, Tenant
shall be liable for all damages incurred by Landlord by reason of Tenant's holdover in the Premises.
	 	 
	11.9	Lease Subject to and Subordinate to Ground Lease. This Lease shall be subject and
subordinate to the Amended, Restated and Consolidated Ground Lease between the Massachusetts Port Authority (as Landlord) and Boston
Harbor Industrial Development LLC (as Tenant), dated as of March 31, 2010, notice of which is recorded with the Suffolk County
Registry of Deeds in Book 46261, Page 23, and filed with the Suffolk Registry District of the Land Court as Document No. 776685
(the "MassPort Lease").
	 	 



11.9.1   Ground Lease Terminates
Prior to Lease. In the event the Ground Lease is terminated prior to the termination of this Lease, the Massachusetts Port
Authority, at its option, may require Tenant to attorn to the Massachusetts Port Authority as landlord and waive any right Tenant
has to terminate this Lease, or surrender possession to the Premises as a result of the termination of the Ground Lease, at which
time this Lease shall terminate simultaneously with the Ground Lease.


 


11.9.2     Tenant Receives
Notice of Landlord Default. In the event Tenant receives notice from Massachusetts Port Authority that an "Event of
Default" has occurred under the terms of the Ground Lease, Tenant shall thereafter be obligated to pay all Fixed Rent, Additional
Rent and all other sums due hereunder to Massachusetts Port Authority or as Massachusetts Port Authority may direct in full satisfaction
of Tenant's rental obligations under this Lease.


 


		11.10	Compliance with Massachusetts Port Authority's
Non-discrimination and Affirmative Action Requirements. Tenant shall:



 


		11.10.1	Not discriminate against any person, employee, or applicant
for employment because of that person's membership in any legally protected class, including, but not limited to, their race,
color, gender, religion, creed, national origin, ancestry, age being greater than forty years, sex, sexual orientation, disability,
genetic information, or Vietnam-era veteran status in the use of the Premises, including the hiring and discharging of employees,
the provision or use of services, the selection of suppliers and contractors, in the subleasing or refusing to sublease any portion
of the Premises or providing or refusing to provide any services or use of any facility. In addition, Tenant its successors in
interest, Subtenants, licensees, managers, operators, and assigns shall not discriminate against any person, employee, or applicant
for employment who is a member of, or applies to perform service in, or has an obligation to perform service in a uniformed military
service of the United States, including the National Guard, on the basis of that membership, application or obligation.



 


		11.10.2	Conspicuously post notices to employees and prospective
employees setting forth the Fair Employee Practices Law of the Commonwealth of Massachusetts.



 


		11.10.3	Comply with all applicable federal, state and local laws,
rules, regulations and orders and the Authority's rules and orders (provided that, with respect to the Authority rules and orders,
copies of such rules and orders have been provided to Tenant) pertaining to Civil Rights and Equal Opportunity, including but
not limited to Executive Orders 11246 and 11478 as amended, unless otherwise exempt therefrom.



 


		11.11	Waiver of Jury Trial. LANDLORD AND TENANT
HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THEM AGAINST THE OTHER ON ANY MATTERS
WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S USE OR OCCUPANCY
OF THE PREMISES AND/OR ANY CLAIM OF INJURY OR DAMAGE. The waiver of trial by jury in the immediately preceding sentence is voluntarily
and intentionally made by Landlord and Tenant.



 






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		11.12	Time of Essence.
                                          TIME IS OF THE ESSENCE WITH RESPECT TO THE TERMS, CONDITIONS AND PROVISIONS OF THIS
                                         LEASE.



 


		11.13	Survival of Obligations. The provisions
of this Lease with respect to any obligation of Tenant or Landlord to pay any sum owing in order to perform any act after the
expiration or other termination of this Lease shall survive the expiration or other termination of this Lease.



 


		11.14	Representations. Tenant acknowledges that
neither Landlord nor Landlord's agents, employees or contractors have made any representations or promises with respect to the
Premises, the Pappas Commerce Center or this Lease except as expressly set forth herein.



 


		11.15	Patriot Act. Tenant represents and warrants
to, and covenants with, Landlord that neither Tenant nor any of its respective constituent owners or affiliates currently are,
or shall be at any time during the Term hereof, in violation of any laws relating to terrorism or money laundering, including
without limitation Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property
and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism and/or the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56).



 


		11.16	No Offer. The submission of this Lease
to Tenant shall not be construed as an offer, and Tenant shall not have any rights under this Lease unless Landlord executes a
copy of this Lease and delivers it to Tenant.



 


		11.17	Counterparts. This Lease may be executed
in any number of identical counterparts, each of which shall be deemed to be an original and all, when taken together, shall constitute
one and the same instrument. A facsimile, .PDF or similar transmission of a counterpart signed by a party hereto shall be regarded
as signed by such party for purposes hereof.



 


		11.18	Building Roof Amenities and Building Condition. Tenant shall have complimentary
                                                                               memberships to the Building rooftop paddle tennis club and shuffleboard courts, the number of such memberships to be
                                                                               determined by Landlord in its reasonable discretion ("Rooftop Club Memberships"). Tenant may purchase additional
                                                                               Rooftop Club Memberships at a discounted rate from time to time prevailing in the Building. Tenant shall also have use of the
                                                                               rooftop conference room, when available, for a nominal fee. During the Lease Term, the Building shall have a 1000kVA, 13.8 kV
                                                                               – 277 480V pad transformer, onsite café and property management, Building showers and lockers, Building common
                                                                               mother's room and secure covered bike storage for Tenant's use.



 


ARTICLE 12 


Landlord's Covenants


 


Landlord covenants at all times during the Term:


 


	12.1	Compliance with Law. To maintain the Building and Property in compliance with all
applicable laws and to make all repairs, alterations, additions or replacements to the Building and Common Areas required by any
law or ordinance or any order or regulation of any public authority except to the extent required as a result of Tenant's specific
manner of use or any work performed by or on behalf of Tenant and except that Landlord may defer compliance so long as the validity
of any such law, ordinance, order or regulations shall be contested by Landlord in good faith and by appropriate legal proceedings,
if Landlord first gives Tenant appropriate assurance or security against any loss, cost or expense on account thereof..
	 	 
	12.2	Repair and Maintenance. Subject to the provisions of Article 5, Landlord agrees to
keep in good order, condition and repair, all Common Areas and all structural elements of the Building, the roof and roof membrane
and all mechanical, electrical, life safety, sprinkler, heating, ventilation and air conditioning, and all other Building systems
except that Landlord shall in no event be responsible to Tenant for any condition of the Premises or the Building
caused by any negligent action or omission by Tenant or Tenant Parties. Landlord shall provide nightly cleaning of the Common Areas.




 



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12.3       Representations
and Warranties. Landlord hereby represents and warrants as follows:


 


12.3.1   Ownership.
Landlord is the owner of the Premises whether by fee or leasehold interest of the Property and has authority to execute this Lease.


 


12.3.2   Enforceability. This Lease is
enforceable against Landlord.


 


12.3.3   MassPort
Lease. The expiration date of the existing term of the MassPort Lease is March 30, 2085 and there are no other leases
that are superior to this Lease. Landlord shall not voluntarily terminate the MassPort Lease or amend the MassPort Lease in any
way that would have a material adverse effect on this Lease or Tenant's rights hereunder or increase Tenant's costs.


 


[signatures on the following page]


  



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WITNESS the execution hereof under
seal on the day and year first above written:


	 	 
	 	Landlord: BOSTON HARBOR INDUSTRIAL DEVELOPMENT LLC
	 	 
	 	By:	/s/  P. Andrew Pappas
	 	Name: P. Andrew Pappas
	 	Title: Manager and Secretary
	 	 
	 	Tenant: 908 DEVICES INC.
	 	 
	 	By:	/s/ Kevin J. Knopp, Ph.D.
	 	Name: Kevin J. Knopp, Ph.D.
	 	Title: President and CEO




 






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EXHIBIT A


 


PLAN OF PREMISES


 






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 [***] Certain information in this
document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would
likely cause competitive harm to the registrant if publicly disclosed.


 


[***]


 






     


     


    

  


EXHIBIT B


 


LANDLORD'S WORK LETTER


 









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 [***] Certain information in
this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and
would likely cause competitive harm to the registrant if publicly disclosed.


  


[***]


 



     


     


    




  


 [***] Certain information in this
document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would
likely cause competitive harm to the registrant if publicly disclosed.


 


[***]


 









     


     


    

  


 [***] Certain information in this
document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would
likely cause competitive harm to the registrant if publicly disclosed.


 


[***]


 









     


     


    

 


 


 [***] Certain information in this
document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would
likely cause competitive harm to the registrant if publicly disclosed.


 


[***]


 






     


     


    




 


FIRST AMENDMENT TO LEASE


 


This First Amendment
to Lease (this "First Amendment") is dated as of this 30th day of September, 2019 (the "Effective Date") by
and between Boston Harbor Industrial Development LLC, a Delaware limited liability company (the "Landlord"), with offices
located at 655 Summer Street, Boston, Massachusetts, and 908 Devices Inc. (the "Tenant"), a Delaware corporation, with
offices located at 645 Summer Street, Boston, Massachusetts.


 


WITNESSETH:


 


WHEREAS, reference
is made to a certain Lease dated January 2, 2018 between Landlord and Tenant (the "Lease"). Initial capitalized terms,
unless otherwise defined herein, shall have the respective meanings assigned to such terms in the Lease;


 


WHEREAS, pursuant to
the Lease, Tenant presently leases approximately 37,500 rentable square feet of space within the building located at 645 Summer
Street, Boston, Massachusetts from Landlord for a Lease Term extending through October 6, 2025;


 


WHEREAS, Landlord has
requested, and Tenant has agreed, to expand the size of the Premises by approximately 63 square feet to accommodate the installation
of a nitrogen tank behind the Building; and


 


WHEREAS, Landlord and
Tenant now desire to execute and deliver this First Amendment to confirm their mutual understandings and agreements relating thereto.


 


NOW, THEREFORE, in
consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby covenant and agree, and amend the Lease (as applicable), as follows:


 


1.                 
The Premises shall be expanded by approximately 63 square feet in order to accommodate the installation of a nitrogen tank
at the exterior and behind the Building. Tenant shall also have non-exclusive appurtenant rights to use such areas at the exterior
and within the interior of the Building which are necessary for the connection of the nitrogen tank to Tenant's interior Premises
(the "Tank Space"). The Tank Space is shown on the plans attached hereto and incorporated herein as Exhibit A.


 


2.                 
Fixed Rent during the remainder of the Term shall include the occupancy and usage of the square footage comprising the Tank
Space.


 


3.                 
The installation and maintenance of the nitrogen tank shall be at Tenant's sole cost and expense and the operation thereof
shall otherwise conform with the requirements of the Lease.


 






    


     


    

 


4.                  Tenant
warrants and represents that Tenant has not dealt with any broker in connection with the consummation of this First
Amendment; and in the event any claim is made against Landlord relative to this First Amendment, Tenant shall be fully
responsible for such claim, and shall defend the claim against Landlord with counsel of Landlord's selection and save
harmless and indemnify Landlord on account of any and all loss, cost or damage, including reasonable attorney's fees, which
may arise by reason of such claim.


 


5.                 
As of the date of this First Amendment, to the best of Tenant's knowledge, Tenant acknowledges that Landlord has fully performed
all of its obligations under the Lease and there exists no default by Landlord thereunder.


 


6.                 
This First Amendment shall be governed exclusively by the provisions hereof and by the laws of the Commonwealth of Massachusetts,
as the same may from time to time exist.


 


7.                 
This Lease shall be subject and subordinate to the Amended and Restated and Consolidated Ground Lease between the Massachusetts
Port Authority (as Landlord) and Boston Harbor Industrial Development LLC (as Tenant), dated as of March 31, 2010, notice of which
is recorded with the Suffolk County Registry of Deeds in Book 46261, Page 23, and filed with the Suffolk Registry District of the
Land Court as Document No. 776685.


 


8.                 
Except as amended and modified hereby, the Lease shall be and remain in full force and effect and is hereby ratified and
confirmed by the parties hereto. This First Amendment shall be binding upon, and shall inure to the benefit of, Landlord and Tenant
and their respective successors and assigns. The recital paragraphs set forth at the beginning of this First Amendment are deemed
incorporated herein as true, correct and binding statements of fact. This First Amendment supersedes any and all prior oral and
written discussions and correspondence with respect to the subject matter hereof.


 


[Following page is signature
page]


 









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I witness whereof,
this First Amendment has been executed under seal as of the date first above written by individuals duly authorized on behalf of
Landlord and Tenant.


 


	 	LANDLORD: BOSTON HARBOR INDUSTRIAL DEVELOPMENT LLC
	 	 
	 	By:	/s/
    P. Andrew Pappas
	 	 	P. Andrew Pappas,

                                                         Vice President and Manager

	 	 	 
	 	TENANT:
    908 DEVICES INC.
	 	 
	 	By:
    	/s/
    Kevin J. Knopp, Ph.D.
	 	 	Kevin J. Knopp, Ph.D.

                                                         President and CEO





  






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[***] Certain information in this document has been
excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause
competitive harm to the registrant if publicly disclosed.


 


EXHIBIT A


  


  


[***]


 






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