Exhibit 10.29


 


STANDARD
FORM COMMERCIAL LEASE


 


	
  1.
  PARTIES

  	
   

  	
  LESSOR:
  FPK Realty LLC, located at 105 Bartlett Street, Marlborough, MA 

   

  LESSEE:
  LiveWire Mobile, Inc., located at One Monarch Drive, Littleton, MA

  
	
   

  	
   

  	
   

  
	
  2.
  PREMISES

  	
   

  	
  LESSOR
  hereby leases to LESSEE, the following described premises:

   

  Approximately
  1,474 rentable square feet of lab space located on the first floor at One
  Monarch Drive, Littleton, MA, together with the right to use in common, with
  others entitled thereto, the hallways, stairways, and elevators, necessary
  for access to said leased premises, and lavatories nearest thereto. The final
  rentable square footage shall be determined by an architect and agreed to by
  LESSOR and LESSEE.

  
	
   

  	
   

  	
   

  
	
  3.
  TERM

  	
   

  	
  The
  term of this lease shall be for five (5) years and two and a half (2.5)
  months, with a target commencement date of May 1, 2008 and ending on
  June 30, 2013. However, in no event shall the lease commence prior to
  the substantial completion of LESSEE requested improvements and the receipt of
  a Certificate of Occupancy from the town.

   

  If
  the LESSOR, due to delay by the LESSOR, cannot deliver the leased premises
  for occupancy by the LESSEE by May 1, 2008, then the LESSEE’S rent shall
  be credited on a day for day basis. If the LESSOR cannot deliver the leased
  premises for occupancy by the LESSEE by June 1, 2008, the LESSEE, at the
  LESSEE’S election, shall have a one-time right to terminate the lease without
  cause and without any payments due to the LESSOR.

  
	
   

  	
   

  	
   

  
	
  4.
  RENT

  	
   

  	
  During
  months 1-2.5 of the lease term, the LESSEE shall not be responsible for
  paying fixed rent. During months 2.5-63 of the lease term, the LESSEE shall
  pay to the LESSOR fixed rent in advanced monthly installments of $2,948.00
  (this equates to $24.00 per rentable square foot). All rent shall be payable
  without offset or deduction.

   

  At
  the time the actual rentable square footage is determined by the architect
  and agreed to by LESSOR and LESSEE, the LESSOR and LESSEE shall execute an
  addendum that details the exact rent due under the term of the lease based on
  the actual rentable square footage.

  
	
   

  	
   

  	
   

  
	
  5.
  SECURITY DEPOSIT

  	
   

  	
  LESSOR
  does not require LESSEE to provide a security deposit for the premises
  described above.

  
	
   

  	
   

  	
   

  
	
  6.
  REAL ESTATE TAXES & OPERATING EXPENSES

  	
   

  	
  Real
  estate taxes and operating expenses other than the LESSEE’s electricity usage
  and the cleaning of the leased premises shall be included in the Rent for the
  term of the lease. LESSEE shall not be responsible for any escalations or
  pass-throughs of LESSOR’S expenses for the leased premises at any point
  during the term of the lease, including capital repairs.

  
	
   

  	
   

  	
   

  
	
  7.
  UTILITIES

  	
   

  	
  The
  LESSEE shall pay, as they become due, all bills for electricity that is
  furnished to the leased premises which shall be separately check-metered. The
  LESSOR agrees to provide all other utility service and to furnish responsibly
  hot and cold water and reasonable heat and air conditioning to the leased
  premises, the hallways, stairways, elevators, and lavatories during normal
  operating hours on regular business days of the heating and air conditioning
  seasons of each year, to furnish elevator service and to light passageways
  and stairways during normal operating hours, and to furnish such cleaning
  service to the common areas as is customary in similar buildings in said city
  or town, all subject to interruption due to any accident, or to the making of
  repairs, alterations, or improvements, to labor difficulties, to trouble in
  obtaining fuel, electricity, service, or supplies from the sources from which
  they are usually obtained for said building, or to any cause beyond the
  LESSOR’s control. The
  normal operating hours for the building are 6:00 a.m. to 6:00 p.m.
  Monday through Friday and 9:00 a.m. to 1:00 p.m. on Saturday,
  except during major holidays.  

   

  LESSOR
  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 LESSEE requires additional utilities or equipment,
  the installation and maintenance thereof shall be the LESSEE’s sole
  obligation, provided that such installation shall be subject to 

  



 

















 


	
   

  	
   

  	
  the
  written consent of the LESSOR.

  
	
   

  	
   

  	
   

  
	
  8.
  USE OF LEASED PREMISES

  	
   

  	
  The
  LESSEE shall use the leased premises only for the purpose of general office,
  material assembly, material storage and research and development purposes as
  permitted per code. LESSOR hereby represents and warrants to LESSEE that the
  zoning classification, local laws and ordinances applicable to the leased
  premises, as of the date of the execution of the lease, allow for the use of
  the leased premises for all of the uses stated above.

  
	
   

  	
   

  	
   

  
	
  9.
  COMPLIANCE WITH LAWS

  	
   

  	
  The
  LESSEE acknowledges that no trade or occupation shall be conducted in the
  leased premises or use made thereof which will be unlawful, improper, noisy
  or offensive, or contrary to any law or any municipal by-law or ordinance in
  force in the city or town in which the premises are situated. Without
  limiting the generality of the foregoing (a) the LESSEE shall not bring
  or permit to be brought or kept in or on the leased premises or elsewhere on
  the LESSOR’s property any hazardous, toxic, inflammable combustible or
  explosive fluid, material, chemical substance, including without limitation
  any item defined as hazardous pursuant to Chapter 21E of the Massachusetts
  General Laws; and (b) the LESSEE shall be responsible for compliance
  with requirements imposed by Americans with Disabilities Act relative to the
  furnishings and/or equipment layout of the leased premises and any work performed
  by the LESSEE therein. 

   

  LESSOR
  shall deliver the leased premises to LESSEE in full compliance with ADA
  regulations and shall be responsible for maintaining the same during the
  entire term of the lease.

  
	
   

  	
   

  	
   

  
	
  10.
  FIRE INSURANCE

  	
   

  	
  The
  LESSEE shall not permit any use of the leased premises which will make
  violable any insurance on the property of which the leased premises are a
  part, or on the contents of said property or which shall be contrary to any
  law or regulation from time to time established by the New England Fire
  Insurance Rating Association, or any similar body succeeding to its powers.
  The LESSEE shall on demand reimburse the LESSOR, and all other tenants, all
  extra insurance premiums caused by LESSEE’s uses of the premises.

  
	
   

  	
   

  	
   

  
	
  11.
  MAINTENANCE 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  A.     LESSEE’S OBLIGATIONS 

  	
   

  	
  The
  LESSEE agrees to maintain the leased premises in good condition, reasonable
  wear and tear and damage by fire and other casualty only excepted. The LESSEE
  shall not permit the leased premises to be overloaded, damaged, stripped, or
  defaced, nor suffer any waste. LESSEE shall obtain written consent of LESSOR
  before erecting any sign on the premises and such consent shall not be
  unreasonably withheld, delayed or conditioned. 

  
	
  B.      LESSOR’S OBLIGATIONS

  	
   

  	
  The
  LESSOR agrees to maintain the structure of the building, including but not
  limited to the roof, parking areas and parking area lighting, of which the
  leased premises are a part, common areas, including the parking areas, and
  all HVAC and other systems serving the leased premises of the same condition
  as it is at the commencement of the term or as it may be put in during the
  term of this lease, reasonable wear and tear, damage by fire and other
  casualty only excepted, unless such maintenance is required because of the
  LESSEE or those for whose conduct the LESSEE is legally responsible.

  
	
   

  	
   

  	
   

  
	
  12.
  ALTERATIONS-ADDITIONS

  	
   

  	
  The
  LESSEE shall not make structural alterations or additions to the leased
  premises, but may make non-structural alterations provided the LESSOR
  consents thereto in writing, which consent shall not be unreasonably withheld
  or delayed. All such allowed alterations shall be at the LESSEE’s expense and
  shall be in quality at least equal to the present construction. LESSEE shall
  not permit any mechanics’ liens, or similar liens, to remain upon the leased
  premises for labor and material furnished to LESSEE or claimed to have been
  furnished to LESSEE in connection with work of any character performed at the
  direction of LESSEE and shall cause any such lien to be released of record
  forthwith without cost to LESSOR. For any and all structural alterations or
  additions to the leased premises made by the LESSOR, or by the LESSEE with
  prior approval of the LESSOR, there is no obligation for the LESSEE to
  restore the leased premises to its previous condition at the expiration or
  termination of the lease.

   

  Any
  alteration made by the LESSEE shall become the property of the LESSOR at the
  termination of occupancy as provided herein, unless otherwise agreed at the
  time of 

  



 

















 


	
   

  	
   

  	
  LESSOR’S
  approval and LESSEE’S installation.

  
	
   

  	
   

  	
   

  
	
  13.
  ASSIGNMENT-SUBLEASING

  	
   

  	
  The
  LESSEE shall be entitled to assign or sublet the whole or any part of the
  leased premises to an affiliated company without LESSOR’S consent so long as
  such affiliated company is of equal or better credit than LESSEE. The LESSEE
  shall not assign or sublet the whole or any part of the leased premises to
  any third party, including other tenants in the building, without LESSOR’S
  prior written consent which shall not be reasonably withheld, delayed or
  conditioned. Notwithstanding such consent, LESSEE shall remain liable to
  LESSOR for the payment of all rent and for the full performance of the
  covenants and conditions of this lease. Any profits arising from a sublease
  shall be split between LESSOR and LESSEE on an equal basis after first
  deducting all of LESSEE’S reasonable sublease transaction expenses.

  
	
   

  	
   

  	
   

  
	
  14.
  SUBORDINATION

  	
   

  	
  This
  lease shall be subject and subordinate to any and all mortgages, deeds of
  trust and other instruments in the nature of a mortgage, now or at any time
  hereafter, a lien or liens on the property of which the leased premises are a
  part and the LESSEE shall, when requested, promptly execute and deliver such
  written instruments as shall be necessary to show the subordination of this
  lease to said mortgages, deeds of trust or other such instruments in the
  nature of a mortgage.

  
	
   

  	
   

  	
   

  
	
  15.
  LESSOR’S ACCESS

  	
   

  	
  The
  LESSOR or agents of the LESSOR may, at reasonable times and with reasonable
  notice to the LESSEE, enter to view the leased premises and make repairs and
  alterations as LESSOR should deem necessary. The LESSOR may show the leased
  premises to others, at reasonable times, within nine (9) months before
  the expiration of the term for the purpose of leasing the premises.

  
	
   

  	
   

  	
   

  
	
  16.
  INDEMNIFICATION AND LIABILITY

  	
   

  	
  The
  LESSEE shall hold the LESSOR harmless from all loss and damage on the leased
  premise caused by the negligent acts or omissions of the LESSEE unless caused
  by the negligent, misconduct of the LESSOR. The removal of snow and ice from
  the sidewalks bordering upon the leased premises shall be the LESSOR’s
  responsibility.

  
	
   

  	
   

  	
   

  
	
  17.
  LESSEE’S LIABILITY INSURANCE

  	
   

  	
  The
  LESSEE shall maintain with respect to the leased premises and the property of
  which the leased premises are a part comprehensive public liability insurance
  in the amount of $2,000,000 with property damage insurance in limits of
  $500,000 in responsible companies qualified to do business in Massachusetts
  and in good standing therein insuring the LESSOR as well as LESSEE against
  injury to persons or damage to property as provided. The LESSEE shall deposit
  with the LESSOR certificates of such insurance at or prior to the
  commencement of the term, and thereafter within thirty (30) days prior to the
  expiration of any such policies. All such insurance certificates shall
  provide that such policies shall not be cancelled without at least ten
  (10) days prior written notice to each.

  
	
   

  	
   

  	
   

  
	
  18.
  FIRE, CASUALTY-EMINENT DOMAIN

  	
   

  	
  Should
  a substantial portion of the leased premises, or of the property of which
  they are a part, be substantially damaged by fire or other casualty, or taken
  by eminent domain, the LESSOR may elect to terminate this lease. When such
  fire, casualty, or taking renders the leased premises unsuitable in whole or
  in part for their intended use, a just and 

  



 

















 


	
   

  	
   

  	
  proportionate
  abatement of rent shall be made, and the LESSEE may elect to terminate this
  lease if:

   

  a.)    The LESSOR fails to give
  written notice within thirty (30) days of intention to restore leased premise,
  or 

  b.)   The LESSOR fails to
  restore the leased premises to a condition substantially suitable for their
  intended use within ninety (90) days of said fire, casualty or taking. 

   

  The
  LESSOR reserves, and the LESSEE grants to the LESSOR, all rights which the
  LESSEE may have for damages or injury to the leased premises for any taking
  by eminent domain.

  
	
   

  	
   

  	
   

  
	
  19.
  DEFAULT AND BANKRUPTCY

  	
   

  	
  In
  the event that: 

   

  (a)   The LESSEE shall default in the payment of any
  installment of rent or other sum herein specified and such default shall
  continue for ten (10) days after written notice thereof; or 

  (b)   The LESSEE shall default in the observance or
  performance of any other of the LESSEE’s covenants, agreements, or
  obligations hereunder and such default shall not be corrected within thirty
  (30) days after written notice thereof; or 

  (c)   The LESSEE shall be declared bankrupt or insolvent
  according to law, or, if any assignment shall be made of LESSEE’s property
  for the benefit of creditors, 

   

  Then
  the LESSOR shall have the right thereafter, while such default continues, to
  re-enter and take complete possession of the leased premises, to declare the
  term of this lease ended, and remove the LESSEE’s effects, without prejudice
  to any remedies which might be otherwise used for arrears of rent or other
  default. The LESSEE shall indemnify the LESSOR against all loss of rent and
  other payments which the LESSOR may incur by reason of such termination
  during the residue of the term. If the LESSEE shall default, after reasonable
  notice thereof, in the observance or performace of any conditions or
  covenants on LESSEE’s part to be observed or performed under or by virtue of
  any of the provisions in any article of this lease, the LESSOR, without being
  under any obligation to do so and without thereby waiving such default, may,
  after reasonable notice to LESSEE, remedy such default for the account and at
  the expense of the LESSEE. If the LESSOR makes any expenditures or incurs any
  obligations for the payment of money in connection therewith, including but
  not limited to, reasonable attorney’s fees in instituting, prosecuting or
  defending any action or proceeding, such sums paid or obligations insured,
  with interest at the rate of twelve (12%) percent per annum and costs, shall
  be paid to the LESSOR by the LESSEE as additional rent.

  
	
   

  	
   

  	
   

  
	
  20.
  NOTICE

  	
   

  	
  Any
  notice from the LESSOR to the LESSEE relating to the leased premises or to
  the occupancy thereof, shall be deemed duly served, if left at the leased
  premises addressed to the LESSEE, or if mailed to the leased premises,
  registered or certified mail, return receipt requested, postage prepaid,
  addressed to the LESSEE. Any notice from the LESSEE to the LESSOR relating to
  the leased premises or to the occupancy thereof, shall be deemed duly served,
  if mailed to the LESSOR by registered or certified mail, return receipt
  requested, postage prepaid, addressed to the LESSOR at such address as the
  LESSOR may from time to time advise in writing. All rent notices shall be
  paid and sent to the LESSOR at 105 Bartlett Street, Marlboro, MA 01752.

  
	
   

  	
   

  	
   

  
	
  21.
  SURRENDER

  	
   

  	
  The
  LESSEE shall at the expiration or other termination of this lease remove all
  LESSEE’s good and effect from the lease premises, (including, without hereby
  limiting the generality of the foregoing, all signs and lettering affixed or
  painted by the LESSEE, either inside or outside the leased premises). LESSEE
  shall deliver to the LESSOR the leased premises and all keys, locks thereto,
  and other fixtures connected therewith and all alterations and additions made
  to or upon the leased premises (subject to Section 12), in good
  condition, reasonable wear and tear, damage by fire or other casualty only
  excepted. In the event of the LESSEE’s failure to remove any of LESSEE’s
  property from the premises, LESSOR is hereby authorized, without liability to
  LESSEE for loss or damage there to, and at the sole risk of LESSEE, to remove
  and store any of the property at LESSEE’s expense, or to retain same under
  LESSOR’s control or to sell at public or private sale, without notice any or
  all 

  



 

















 


	
   

  	
   

  	
  of
  the property not so removed and to apply the net proceeds of such sale to the
  payment of any sum hereunder, or to destroy such property.

  
	
   

  	
   

  	
   

  
	
  22.
  BROKERAGE

  	
   

  	
  The
  Broker(s) named herein (CB Richard Ellis/N.E. Partners and Richards
  Barry Joyce & Partners) warrant(s) that he (they) is (are) duly
  licensed as such by the Commonwealth of Massachusetts, and join(s) in
  this agreement and become(s) a party hereto, insofar as any provisions
  of this agreement expressly apply to him (them), and to any amendments or
  modifications of such provisions to which he (they) agree(s) in writing.
  

   

  LESSOR
  agrees to pay the above-named Broker upon the term commencement date a fee
  for professional services of or pursuant to a separate agreement. The LESSEE
  warrants and represents that it has dealt with no other broker entitled to
  claim a commission in connection with this transaction and shall indemnify
  the LESSOR from and against any such claim, including without limitation
  reasonable attorney’s fees incurred by the LESSOR in connection therewith.

  
	
   

  	
   

  	
   

  
	
  23.
  CONDITION OF PREMISES.

  	
   

  	
  Except
  as may be otherwise expressly set forth in other sections of the lease (i.e.
  build-out per exhibit A), the LESSEE shall accept the leased premises “as-is”
  in their condition as of the commencement of the term of this lease, subject
  to completion of tenant’s improvements by LESSOR. 

   

  LESSOR
  shall deliver the leased premises on a “turn-key” basis with all building
  systems servicing the leased premises in good working condition. A detailed
  floor plan and work letter shall be attached as exhibits to the lease.

  
	
   

  	
   

  	
   

  
	
  24.
  FORCE MAJEURE

  	
   

  	
  In
  the event that the LESSOR is prevented or delayed from making any repairs or
  performing any other covenant hereunder by reason of any cause reasonably
  beyond the control of the LESSOR, the LESSOR shall not be liable to the
  LESSEE therefore nor, except as expressly otherwise provided in case of
  casualty or taking, shall the LESSEE be entitled to any abatement or
  reduction of rent by reason thereof (except as provided in Section 27A
  below) , nor shall the same give rise to a claim by the LESSEE that such
  failure constitutes actual or constructive eviction from the leased premises
  or any part thereof.

  
	
   

  	
   

  	
   

  
	
  25.
  LATE CHARGE

  	
   

  	
  If
  rent or any other sum payable hereunder remains outstanding for a period of
  ten (10) days, the LESSEE shall pay to the LESSOR a late charge equal to
  one and one-half percent (1.5%) of the amount due for each month or portion
  thereof during which the arrearage continues.

  
	
   

  	
   

  	
   

  
	
  26.
  LIABILITY OF OWNER

  	
   

  	
  No
  owner of the property of which the leased premises are a part shall be liable
  hereunder except for breaches of the LESSOR’s obligation occurring during the
  period of such ownership. The obligations of the LESSOR shall be binding upon
  the LESSOR’s interest in said property, but not upon other assets of the
  LESSOR, and no individual partner, agent, trustee, stockholder, officer,
  director, employee or beneficiary of the LESSOR shall be personally liable
  for performance of the LESSOR’s obligation hereunder.

  
	
   

  	
   

  	
   

  
	
  27.
  OTHER PROVISIONS:

  	
   

  	
  It
  is also understood and agreed that: 

   

  A.    The LESSOR, at its sole cost, shall complete the
  tenant improvements shown on the attached plan marked “Exhibit A” using
  good quality materials on or before April 15, 2008, provided that this
  lease is fully executed by and between the parties no later than
  April 1, 2008. The improvement project shall be delivered in compliance
  with applicable building codes, and take into account LESSEE’s electrical and
  HVAC requirements. LESSEE shall be responsible for contracting and paying for
  all computer, telecom, and security installations; LESSOR will provide access
  during the construction period for the LESSEE’s contractors. Notwithstanding
  anything elsewhere provided herein, if the tenant improvements are not
  completed by the LESSOR by April 15, 2008, there shall be a day for day
  abatement of rent until they are completed. 

   

  B.    The LESSOR, at its sole cost, shall deliver all
  base building systems in good working order. 

  



 

















 


	
   

  	
   

  	
  C.    The LESSOR shall be responsible for keeping a
  common food service and exercise facility operational within the building for
  the term of the lease. 

   

  D.    The LESSOR, at LESSOR’S sole cost, shall provide
  the LESSEE with a listing on all appropriate buildings directories and
  building-standard suite entry signage. 

   

  E.     LESSEE shall have a onetime option to terminate
  the lease at the end of the 42nd lease month by providing LESSOR with nine
  (9) months’ prior written notice with an accompanying termination
  payment equal to all unamortized transaction expenses. Upon the completion of
  the build-out, the termination payment amount will be calculated and defined
  in an addendum to this lease. 

   

  F.     Provided the LESSEE is not
  in default, upon expiration of the initial term and upon nine (9) months
  prior written notice to LESSOR, LESSEE shall have one (1) additional
  option to extend the term of the lease for a five (5) year period at the
  greater of (i) 95% of the then prevailing market rates for similar type
  space in the North Suburban Boston market, or (ii) the rent during the
  last year of the initial lease term. Within thirty
  (30) days after receiving LESSEE’S notice extending the term of the lease,
  LESSOR shall provide LESSEE with LESSOR’S good faith estimate of the
  prevailing market rate for the leased premises as of the commencement of the
  extended term.  If LESSEE is unwilling to accept LESSOR’S estimate of
  the prevailing market rate as set forth in LESSOR’S notice referred to above,
  and the parties are unable to reach agreement thereon within thirty  (30) days after the delivery of such notice by LESSOR,
  then either party may submit the determination of the prevailing market rate
  to arbitration by giving notice to the other party naming the initiating
  party’s arbitrator within ten (10) days after the expiration of such
  thirty (30)-day period.  Within fifteen (15) days after receiving a
  notice of initiation of arbitration, the responding party shall appoint its
  own arbitrator by notifying the initiating party of the responding party’s
  arbitrator.  If the second arbitrator shall not have been so appointed
  within such fifteen (15) day period, the prevailing market rate of the leased
  premises shall be determined by the initiating party’s arbitrator.  If
  the second arbitrator shall have been so appointed, the two arbitrators thus
  appointed shall, within fifteen (15) days after the responding party’s notice
  of appointment of the second arbitrator, appoint a third arbitrator.  If
  the two initial arbitrators are unable timely to agree on the third
  arbitrator, then either may, on behalf of both, request such appointment by
  the Boston office of JAMS, Inc., or its successor, or, on its failure,
  refusal or inability to act, by a court of competent jurisdiction.  Within
  fifteen (15) days after the appointment of the third arbitrator, the three
  arbitrators shall determine the prevailing market rate of the Premises and
  give notice thereof to the parties hereto, and the arbitrators’ determination
  shall be binding upon the parties.  All arbitrators shall be appraisers
  or other qualified real estate professionals who are independent from the
  parties who have had at least ten (10) years commercial real  estate experience in the North Suburban Boston
  market.  Each party shall pay the fees of its own arbitrator, and the
  fees of the third arbitrator shall be shared equally by the parties.  

   

  G.    Subject to any prior existing rights and provided
  LESSEE is not in default, LESSEE shall have an on-going right of first offer
  to lease contiguous space that becomes available for lease during the lease
  term. 

   

  H.    The LESSEE shall have shared access to one
  (1) common loading dock located on the first floor of the building. 

   

  I.      The parking ratio for the leased premises is 4.0
  parking spaces per thousand rentable square feet leased by the LESSEE. The
  LESSEE shall have the right to use 5 unreserved and unassigned parking spaces
  for the term of the lease, free of charge. 

   

  J.     The LESSOR shall have access to the leased
  premises, common areas, and parking 24 hours per day, 365 days per year. 

   

  K.    This lease shall be given by and construed in
  accordance with the laws of the 

  



 

















 


	
   

  	
   

  	
  Commonwealth
  of Massachusetts.

  



 


IN
WITNESS HEREOF, the said parties hereunto set their hands and seals this 25 day
of April  2008.


 


	
    /s/
  Joel Hughes

  	
   

  	
    /s/
  Fred Daley

  
	
  LESSEE

  	
   

  	
  LESSOR

  
	
   

  	
   

  	
   

  
	
   
  Joel Hughes

  	
   

  	
    Fred
  Daley

  
	
  LESSEE

  	
   

  	
  LESSOR