WWW.EXFILE.COM, INC. -- 14330 -- DSLNET.COM, INC.  --  EXHIBIT 10.01 TO FORM 10-Q


    EXHIBIT
      10.01

    


    SUBLEASE

    


    


    This
      Sublease (the “Sublease”)
      is
      made as of March 1, 2006 (the “Effective
      Date”)
      by and
      between CiDRA Corporation, a Delaware corporation (“Sublandlord”),
      and
      DSL.net, Inc., a Delaware corporation (“Subtenant”).

    


    W I T N E
S
S E T H:

    


    WHEREAS,
      pursuant to a certain Lease dated as of March 11, 1998 between WEI Barnes Road,
      LLC (“Master
      Landlord”)
      as
      landlord thereunder, and Sublandlord as tenant thereunder, as amended by
      Amendment No. 1 to Lease dated June 1, 1998 and Amendment No. 2 dated March
      8,
      2004, a copy of which is attached as Exhibit A
      hereto
      (the “Master
      Lease”),
      Master Landlord leased to the Sublandlord approximately 89,766 rentable square
      feet of space (comprised of approximately 77,066 usable square feet of space
      and
      approximately 12,700 square feet of common area space; the “Premises”)
      located in the building (the “Building”)
      situated on the land commonly known as 50 Barnes Industrial Park North,
      Wallingford, Connecticut (the “Property”),
      upon
      and subject to the terms and conditions set forth in the Master Lease;
      and

    


    WHEREAS,
      Subtenant desires to Sublease from Sublandlord and Sublandlord desires to
      Sublease to Subtenant, a portion of the Premises comprised of approximately
      18,387 rentable square feet of space (comprised of approximately 15,612 usable
      square feet and 2,435 square feet of allocable common area space) for the uses
      set forth in the Master Lease located on the ground floor of the Building,
      as
      shown on the site plan attached hereto as Exhibit
      B,
      including all furniture and fixtures therein (hereinafter referred to as the
      “Subleased
      Premises”). The
      Subleased Premises comprise approximately 20% (“Subtenant’s
      Share”)
      of the
      Premises, which percentage is based upon a fraction, the numerator of which
      is
      the rentable square feet of the Subleased Premises and the denominator of which
      is the rentable square feet of the Premises, which percentage shall be revised
      in the event of an increase or decrease of the Premises or Subleased Premises;
      and

    


    WHEREAS,
      Subtenant and Sublandlord also desire to allow access to certain common area
      spaces located within the Premises, including hallways; corridors; bathrooms;
      mailroom; loading dock; shipping and receiving area (to the extent permitted
      under the Master Lease); cafeteria area; foyers and fitness center, as shown
      on
      the site plan attached hereto as Exhibit C (hereinafter referred to as the
      “Common
      Area”).
      In
      addition, Subtenant shall be entitled to the nonexclusive right to use the
      common areas set forth in Paragraph 2 of the Master Lease to the extent
      available to Sublandlord; and 

    


    WHEREAS,
      capitalized terms used but not defined herein shall have the meanings ascribed
      thereto in the Master Lease. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    NOW,
      THEREFORE, in consideration of the mutual covenants herein contained and for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties hereto hereby agree as follows:

    


    1.
      DEMISE
      OF PREMISES.
      Sublandlord hereby demises and Subleases to Subtenant, and Subtenant hereby
      hires and takes from Sublandlord, the Subleased
      Premises for the Term (as hereinafter defined) and upon the conditions
      hereinafter set forth. Except as expressly provided herein, the Subleased
      Premises are being delivered in their AS IS condition, without representation
      or
      warranty whatsoever by Sublandlord. Sublandlord represents that the copy of
      the
      Master Lease attached hereto is a true and complete copy of the Master Lease;
      that the Master Lease is in full force and effect; that Sublandlord is not
      in
      default under the Master Lease; and that, to the best of its knowledge, Master
      Landlord is not in default under the Master Lease. 

    


    2.
      TERM.

    


    (a)
      Subject to Section 21 hereof, the term of this Sublease shall commence on March
      1, 2006 (the “Commencement
      Date”)
      and
      expire on the Expiration Date (as defined below), subject to earlier termination
      or extension, as provided herein (the “Term”).

    


    (b)
      The
      Term shall end at 5:00 p.m., Eastern Standard Time, on March 25, 2011 (the
      “Expiration
      Date”),
      unless the term shall sooner terminate or be extended pursuant to the provisions
      hereof or pursuant to law. 

    


    3.
      SUBORDINATION
      TO AND INCORPORATION OF THE MASTER LEASE.

    


      (a)
      This
      Sublease is in all respects subject and subordinate to the terms and conditions
      of the Master Lease. Subtenant agrees that Subtenant has reviewed and is
      familiar with the Master Lease, and will not do or suffer or permit anything
      to
      be done which would result in a default or breach on the part of Sublandlord
      as
      tenant under the Master Lease or cause the Master Lease to be terminated. If,
      however, the Master Lease is terminated prior to its scheduled expiration,
      for
      any reason whatever (except as a result of a breach or default by Sublandlord),
      as to all or any portion of the Subleased Premises, this Sublease shall likewise
      and to the same extent terminate, without further notice and without further
      obligation or liability on the part of Sublandlord. If the Master Lease shall
      be
      terminated by the Master Landlord as a result of any breach of the Master Lease
      or default arising from Subtenant’s failure or neglect in observing the terms
      and conditions thereof, Subtenant shall be liable to Sublandlord for all damages
      incurred or suffered by Sublandlord as a result thereof, and shall indemnify
      and
      defend Sublandlord from and against the same. If the Master Lease shall be
      terminated by the Master Landlord as a result of any breach of the Master Lease
      or default arising from Sublandlord’s failure or neglect in observing the terms
      and conditions thereof, Sublandlord shall be liable to Subtenant for all damages
      incurred or suffered by Subtenant as a result thereof, and shall indemnify
      and
      defend Subtenant from and against same. These indemnities shall survive the
      expiration or early termination of Sublease.

     

    
      
        
        

      

      
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    (b)
      Except as otherwise expressly provided in this Sublease, the terms, covenants,
      conditions, rights, obligations, remedies and agreements of the Master Lease
      are
      incorporated into this Sublease by reference and made a part hereof as if fully
      set forth herein and shall constitute the terms of this Sublease, mutatis,
      mutandis,
      Sublandlord
      being substituted for “Landlord” thereunder and Subtenant being substituted for
“Tenant” thereunder, except
      to
      the extent that such terms are specifically inconsistent with the terms of
      this
      Sublease, except for Sections 3 (except the second to last sentence of the
      last
      paragraph thereof), 4, 6 (except the definition of Common Expenses and the
      sentences which follow to the end of the second paragraph thereof), the last
      paragraph of Section 12 of the Master Lease, 15, Landlord’s obligations under
      Section 21 of the Master Lease, 23, 25, 29, 36 and 37 of the Master
      Lease.

    


    (c)
      During the Term, Sublandlord covenants and agrees (i) to observe and perform
      all
      of its obligations under the Master Lease to the extent not assumed by Subtenant
      under this Sublease and not to take any action or inaction that would cause
      an
      event of default by Sublandlord thereunder, (ii) to provide Subtenant with
      prompt notice of any modification to the Master Lease and any notice of default
      by Subtenant under the Master Lease received from Master Landlord, and (iii)
      not
      to enter into any amendment or modification of the Master Lease which would
      have
      a material impact on this Sublease or the Subleased Premises without the prior
      written consent of Subtenant. 

    


    4.
      RENT.

    


    (a)
      Commencing on the June 1, 2006 (the “Rent
      Commencement Date”)
      and
      monthly thereafter until the Expiration Date, subject to the below provisions
      of
      this Section 4(a), Sublessee shall pay to Landlord annual fixed rent (the
“Fixed
      Rent”) equal
      to
      the following:

    


    
      	
              Date

            	
              Fixed
                Rent Per RSF

            	
              Monthly
                Installments

            
	
              6/1/06
                - 3/31/07

            	
              $11.50

            	
              $17,620.88

            
	
              4/1/07-3/25/11

            	
              $12.06

            	
              $18,478.94

            


    

    


    There
      shall be no Fixed Rent or Subtenant Surcharges (as hereinafter defined) from
      the
      Commencement Date through May 31, 2006. The rent is payable in advance in equal
      monthly installments of amounts listed in the table above prorated on a per
      diem
      basis in the case of any partial months during the Term. The first installment
      of Fixed Rent shall be due on the Rent Commencement Date and each monthly
      installment thereafter shall be due on or before the first (1st) day of calendar
      month preceding the calendar month for which such payment is made, without
      notice or demand and without abatement, set-off or deduction. The Fixed Rent
      includes Subtenant’s share of charges for Common Expenses (as defined in the
      Master Lease), Taxes (as defined in the Master Lease), electricity, insurance,
      trash removal, cleaning supplies, bathroom supplies, cafeteria service subsidy,
      fitness center usage, parking and exterior security system, but does not include
      Subtenant Surcharges.
      

    


    (b)
      In
      addition to the Fixed Rent and any other sums which Subtenant may be obligated
      to pay pursuant to any other provision of this Sublease, Subtenant agrees to
      pay
      to Sublandlord all Subtenant Surcharges as additional rent hereunder in
      accordance with the provisions of 

     

    
      
        
        

      

      
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    Section
      4(c) of this Sublease, below. As used herein, the term “Subtenant
      Surcharges”
shall
      mean, (A) commencing in 2007, Subtenant’s Share of all increases in (i) Common
      Expenses in excess of Sublandlord’s Common Expenses due for calendar year 2006
      (“Base
      Year”),
      on a
      prorated basis, (ii) expenses for trash removal, cleaning supplies, bathroom
      supplies, cafeteria service subsidy, and security system due for the Base Year,
      and (iii) Taxes in excess of Sublandlord’s Taxes due for the Base Year; and (B)
      all amounts which become due and payable by Landlord to the Master Landlord
      under the Master Lease (without additional charge or profit to Landlord) whether
      as additional charges or for any extra services or otherwise, in each case
      which
      would not have become due and payable but for the acts and/or failures to act
      of
      Subtenant under this Sublease or which are otherwise attributable to the
      Subleased Premises, including but not limited to: (i) any increases in the
      Master Landlord’s or Sublandlord’s fire, rent or other insurance premiums
      resulting from any act or omission of Subtenant, (ii) any additional rent or
      charges under the Master Lease payable by Sublandlord on account of any
      additional service used by Subtenant as may be provided under the Master Lease
      or with the consent of Master Landlord, and (iii) due to any excess use of
      electricity as detected by an independent electrical consultant hired by
      Sublandlord.

    


    (c)
      Subtenant shall pay the additional rents set forth in subsection (b) of this
      Section 4 within five (5) business days after the presentation of copies of
      Master Landlord’s statements therefore by the Sublandlord to
      Subtenant,
      provided that to the extent that the Master Landlord does not issue statements
      therefor, Subtenant shall make any such payment five (5) business days before
      the corresponding or related payment is due and payable by Sublandlord to the
      Master Landlord or to a third party, upon prior written notice from Sublandord
      to Subtenant advising of same, or as otherwise herein provided. Sublandlord
      shall have the right to require Subtenant to pay monthly estimates of the
      Subtenant Surcharges to the extent that Sublandlord is required to make monthly
      estimated payment of Additional Rent under Paragraph 6 of the Master Lease,
      which amount will be due on the first of each month, commencing with the next
      month following written notice from Sublandlord (together with substantiating
      detail from the Master Landlord of the assessment of such additional charges
      against Sublandlord); provided,
      however,
      Sublandord shall provide Subtenant with prompt notice of any true-up of such
      estimates between Master Landlord and Sublandlord, and the parties hereto shall
      effect a corresponding true-up of the estimated Subtenant Surcharges paid by
      Subtenant in advance hereunder. Notwithstanding the foregoing, (i) if the
      Master Lease provides that a payment of additional rent is payable by
      Sublandlord to the Master Landlord within a shorter period of time, Subtenant
      shall pay the additional rent provided for in this Section 4 relating to such
      payment of additional rent in immediately available funds no later than the
      business day next preceding the date that Sublandlord shall be so required
      to
      pay, upon prior written notice from Sublandord to Subtenant advising of same,
      and (ii) if the Master Lease provides that a payment of additional rent
      thereunder is payable by Sublandlord to the Master Landlord on demand, then
      Subtenant shall pay any additional rent provided for in this Section 4 relating
      to such payment of additional rent under the Master Lease upon the demand of
      Sublandlord.
      Any
      failure or delay by Sublandlord in billing any sum set forth in this Section
      4
      shall not constitute a waiver of Subtenant's obligation to pay the same in
      accordance with the terms of this Sublease. 

    


    (d)
      Sublandlord shall promptly furnish to Subtenant a copy of each notice or
      statement from the Master Landlord affecting the Subleased Premises with respect
      to Subtenant's 

     

    
      
        
        

      

      
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    obligations
      hereunder. If Sublandlord, of its own accord or the reasonable request (and
      sole
      cost) of Subtenant, disputes the correctness of any such notice or statement
      (which right to dispute shall not be deemed to create an obligation to litigate,
      arbitrate or mediate), and if such dispute is resolved in Sublandlord's favor,
      or if Sublandlord shall receive any refund of additional rent with or without
      a
      dispute, Sublandlord shall promptly apply to Subtenant’s account any refund
      (after deducting from the amount of any such refund an equitable portion of
      all
      expenses, including court costs and reasonable attorneys' fees, incurred by
      Sublandlord in resolving such dispute) received by Sublandlord in respect (but
      only to the extent) of any related payments of additional rent made by Subtenant
      less any amounts theretofore received by Subtenant directly from the Master
      Landlord and relating to such refund; provided,
      however,
      that,
      if Sublandlord is required under the terms of the Master Lease to pay such
      amounts pending the determination of any such dispute (by agreement or
      otherwise), Subtenant shall pay the full amount of the Fixed Rent and Subtenant
      Surcharges in accordance with this Sublease and the Master Landlord’s statement
      or notice.

    


    (e)
      The
      Fixed Rent, Subtenant Surcharges and any other amounts payable pursuant to
      this
      Sublease shall be paid by Subtenant to Sublandlord at the address first set
      forth in Section 24 hereof, or at such other place as Sublandlord may hereafter
      designate from time to time in writing, in lawful money of the United States
      of
      America, by, at Sublandlord's option, a good unendorsed check, subject to
      collection, as and when the same become due and payable, without demand therefor
      and without any deduction, set-off or abatement whatsoever. Any other amounts
      of
      additional rents and other charges herein reserved and payable shall be paid
      by
      Subtenant in the manner and to the persons set forth in the statement from
      Sublandlord describing the amounts due. All Subtenant Surcharges and all other
      costs, charges and expenses which Subtenant assumes, agrees or is obligated
      to
      pay to Sublandlord pursuant to this Sublease shall be additional rent and in
      the
      event of nonpayment thereof Sublandlord shall have all the rights and remedies
      with respect thereto as are herein provided for in case of nonpayment of the
      Fixed Rent reserved hereunder. 

    


    (f)
      A
      monthly late charge in the amount of five percent (5%) of the amount due may,
      at
      Sublandlord’s option, be charged as additional rent for any payments of Fixed
      Rent received later than the tenth (10th)
      day of
      the month. A fifty dollar ($50.00) service charge may be charged as additional
      rent for any returned checks. 

    


    5. USE. Subtenant
      shall have the right to use and occupy the Subleased Premises for uses permitted
      under the Master Lease or as otherwise agreed to by the parties as evidenced
      by
      the execution of Landlord’s Consent to Sublease attached hereto as Exhibit
      D.


     

    6. SECURITY
      DEPOSIT.
      On the
      Commencement Date, Subtenant
      shall
      pay
      to Sublandlord a security deposit equal to approximately three month’s rent
      hereunder, which shall be FIFTY TWO THOUSAND, EIGHT HUNDRED SIXTY TWO and 63/100
      Dollars
      ($52,862.63) (“Security
      Deposit”),
      to
      secure the faithful performance of the terms of this Sublease, including the
      payment of all rental amounts that come due. Sublandlord shall maintain the
      same
      in a risk-free, interest-bearing separate account (e.g., certificate of deposit,
      or the like), earmarked as being Subtenant’s Security Deposit hereunder and
      established using Subtenant’s taxpayer identification number. It is agreed that
      in the event Subtenant defaults beyond any applicable notice and cure


     

    
      
        
        

      

      
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    period
      in
      respect of any of the terms, provisions, covenants, and conditions of this
      Sublease, including, but not limited to, the payment of Fixed Rent and Subtenant
      Surcharges, Sublandlord may draw upon the funds held on account as the Security
      Deposit to the extent required for the payment of any Fixed Rent and Subtenant
      Surcharge or any other sum as to which Subtenant is in default or for any sum
      which Sublandlord may expend or may be required to expend by reason of
      Subtenant’s default (beyond applicable notice and cure periods) in respect of
      any of the terms, provisions, covenants, and conditions of this Sublease,
      including, but not limited to, any damages or deficiency accrued before or
      after
      summary proceedings or other re-entry by Sublandlord. In the event that
      Subtenant shall fully and faithfully comply with all of the terms, provisions,
      covenants, and conditions of this Sublease, the funds on deposit with
      Sublandlord, including all interest accrued thereon, shall be returned to
      Subtenant within thirty (30) days after the Expiration Date and after delivery
      of entire possession of the Subleased Premises to Sublandlord. In the event
      of
      the termination of the Master Lease prior to expiration of this Sublease,
      Sublandlord shall return the Security Deposit and all interest accrued thereon
      to Subtenant within three (3) business days following expiration of the Master
      Lease. Sublandlord agrees to return the Security Deposit and all accrued
      interest thereon to Subtenant within three (3) business days following the
      deposit with Sublandlord by a permitted assignee of funds equal to the original
      Security Deposit, to be held as the new Security Deposit hereunder, in the
      name
      of such assignee (or, at Subtenant’s direction, to apply the security deposit
      for the benefit of the designated assignee of this Sublease) and, otherwise,
      Subtenant covenants that it will not assign or encumber or attempt to assign
      or
      encumber any funds on deposit, and that, except as provided herein, neither
      Sublandlord nor its successors or assigns shall be bound by any such assignment,
      encumbrance, attempted assignment or attempted encumbrance. Except in connection
      with the termination or expiration of this Sublease, in the event Sublandlord
      withdraws funds on deposit as the Security Deposit as permitted hereunder,
      Subtenant shall provide cash in the amount of the amount so drawn within seven
      (7) days after Sublandlord notifies Subtenant of the withdrawal so that at
      all
      times the total amount of funds in the account held by Sublandlord shall be
      equal to the aggregate Security Deposit. Notwithstanding anything to the
      contrary above, in the event Sublandlord is involved in a bankruptcy or
      insolvency proceeding under state or Federal law at any time during the final
      three months of the Term of this Sublease, then the parties hereto agree that
      Subtenant may elect to satisfy its then current monthly rental obligation
      hereunder by directing Sublandlord, in writing, to apply the corresponding
      portion of the Security Deposit as a credit toward Subtenant’s rental
      obligations hereunder. 

    


    7. CONDITION
      OF PREMISES.
      Subtenant represents and warrants that it has made a thorough examination of
      the
      Subleased Premises, all appurtenances attached thereto, and all improvements
      located therein, and it is familiar with the condition thereof. Subtenant
      acknowledges that it enters into this Sublease without any representation or
      warranties by Sublandlord or anyone acting or purporting to act on behalf of
      Sublandlord, as to present or future condition of the Subleased Premises or
      the
      appurtenances thereto or any improvements therein or of the Building, except
      as
      otherwise specifically set forth herein. Subject to the following sentences,
      it
      is further agreed that Subtenant does and will accept the Subleased Premises
“AS
      IS” in its present condition. Sublandlord has no obligation to perform any work
      therein, or contribute to the cost of any work, other than 50% of the cost
      of
      the renovation to the front lobby area (being conducted by Subtenant, as a
      permitted Alteration (as defined in Section 8) hereunder), designed to permit
      general access to the Building for Sublandlord and Subtenant, and segregated
      office access to each of the parties from within that front lobby area.
      Sublandlord 

     

    
      
        
        

      

      
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    agrees
      to
      reimburse Subtenant for this amount within three (3) business days of delivery
      of an itemized statement from Subtenant (or Subtenant’s architect) listing such
      costs. 

     

    8.
      ALTERATIONS.
      Subtenant shall not make any changes, alterations, additions or improvements
      (collectively, “Alterations”)
      to the Subleased Premises without (i) first obtaining the written consent of
      Sublandlord, which consent shall not be unreasonably withheld, conditioned
      or
      delayed, and (ii) if required by the Master Lease, first obtaining the written
      consent of the Master Landlord. Sublandlord hereby acknowledges and agrees
      that
      it has consented to Subtenant’s plans for Subtenant’s initial build-out of the
      Subleased Premises shown on the floor plan and statement of work attached hereto
      as Exhibit D, subject to Master Landlord’s consent to the same. 

    


    9.
      FAILURE
      OF SUBLANDLORD TO PERFORM OBLIGATIONS.
      Notwithstanding anything to the contrary stated herein, Subtenant acknowledges
      and agrees that Sublandlord shall have no obligation to provide any services
      to
      the Premises or to perform the terms, covenants, conditions or obligations
      contained in the Master Lease on the part of Master Landlord to be performed.
      Subject to the below provisions of this Section 9, Subtenant agrees to look
      solely to the Master Landlord for the furnishing of such services and the
      performance of such terms, covenants, conditions or obligations. In the event
      that Master Landlord shall fail to furnish such services or to perform any
      of
      the terms, covenants, conditions or obligations contained in the Master Lease
      on
      its part to be performed, Sublandlord shall be under no obligation or liability
      whatsoever to Subtenant for such failure; however,
      Sublandlord shall use commercially reasonable best efforts, upon Subtenant’s
      request, to cause Master Landlord to comply with its obligations under the
      Master Lease affecting the Subleased Premises, including without limitation
      making written requests of Master Landlord to so perform and, when deemed
      necessary by Subtenant, bringing legal action, at Subtenant’s cost, to enforce
      Sublandlord’s rights under the Master Lease relating to the Subleased Premises.


    


    10. ACCESS.
      Sublandlord, Master Landlord and their respective agents, employees, contracts
      and designers may, at reasonable times and upon reasonable notice, enter the
      Subleased Premises (a) to view the Subleased Premises, (b) without implying
      any
      obligation on the part of Sublandlord to do so, make repairs and alterations
      as
      Sublandlord and/or Master Landlord should elect to do, and (c) to show the
      Subleased Premises to others, before the expiration of the Term. Master
      Landlord’s right to access is governed by the Master Lease. Sublandlord shall
      use reasonable efforts to not unreasonably interfere with the conduct of
      Subtenant’s business at the Subleased Premises with respect to the aforesaid
      access rights.

    


    11. INDEMNIFICATION;
      INSURANCE.
      Subtenant shall indemnify, defend and hold harmless Sublandlord and Master
      Landlord and
      their
      respective partners, agents, employees, mortgagees or contractors from and
      against any and all claims, actions, liabilities, losses, damages, costs and
      expenses (including, but not limited to, court costs and reasonable attorneys'
      fees and disbursements) arising from or in connection with (i) the use of the
      Subleased Premises during the Term, (ii) the conduct or management of any work
      or thing whatsoever done in or about the Subleased Premises during the Term
      and
      from any condition or any injury to or death of persons or damage to property
      occurring or resulting from an occurrence during the Term in or about the
      Subleased Premises, unless caused by the Sublandlord; and (ii) any breach or
      default on the part of 

     

    
      
        
        

      

      
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    the
      Subtenant in the performance of any covenant or agreement on the part of the
      Subtenant to be performed pursuant to the terms of this Sublease which causes
      a
      breach of the Master Lease or from any negligent act or omission on the part
      of
      the Subtenant or any of its “Related Parties,” as hereinafter defined, related
      to or arising from the use and occupancy of the Subleased Premises or the
      Cafeteria, fitness center and other Common Areas under this Sublease and Master
      Lease. The Subtenant further agrees to indemnify the Sublandlord from and
      against all reasonable costs, expenses (including reasonable attorneys’ fees)
      and other liabilities incurred in connection with any such indemnified claim
      or
      action or proceeding brought thereon, any and all of which, if reasonably
      suffered, paid or incurred by the Sublandlord, the Subtenant shall pay promptly
      upon demand to the Sublandlord as additional rent. Sublandlord shall indemnify,
      defend and hold harmless Subtenant and Master Landlord and their respective
      partners, agents, employees, officers, directors, mortgagees or contractors
      from
      and against any and all claims, actions, liabilities, losses, damages, costs
      and
      expenses (including, but not limited to, court costs and reasonable attorneys'
      fees and disbursements) arising from or in connection with the gross negligence
      or willful misconduct of Sublandlord or its partners, employees, agents or
      contractors, or any breach or default by Sublandlord of Sublandlord's
      obligations under this Sublease. The terms of this Section shall survive the
      termination or expiration of this Sublease. Subtenant shall be required to
      maintain at its own expense, during the term of this Sublease, Comprehensive
      General Liability Insurance, including contractual liability coverage, with
      minimum limits of not less than $5,000,000 per occurrence, and applicable
      Worker’s Compensation insurance with statutory minimum limits, and Employer’s
      Liability Insurance with minimum limits of not less than $5,000,000. Such
      insurance policies shall be issued by insurance companies licensed to do
      business in Connecticut, shall name Sublandlord and Master Landlord as
      additional insureds as their interests may appear and shall provide that the
      insurance shall not be canceled or materially changed in the scope or amount
      of
      coverage unless fifteen (15) days advance written notice is given to
      Sublandlord. Prior to the Commencement Date, Subtenant shall provide Sublandlord
      with a certificate of insurance, evidencing such coverages and naming
      Sublandlord and Master
      Landlord as
      additional insureds. 

     

    12. ASSIGNMENT
      AND SUBLETTING.
      Except
      as more fully provided in Sections 12(a), 12(b) and 12(c) below, Subtenant
      shall
      not assign, mortgage, or encumber, nor sublet, the Subleased Premises, or any
      part thereof, to anyone other than a Successor Entity (as defined below), an
      Affiliate (as defined below) or other permitted assignee/sublessee, without
      the
      prior written consent of Sublandlord and Master Landlord, which consent shall
      not be unreasonably withheld, conditioned or delayed. Anything in this Section
      12 to the contrary notwithstanding: 

     

    (a) Subtenant
      may, upon thirty (30) days’ prior written notice to Sublandlord and Master
      Landlord (but without Sublandlord’s and Master Landlord’s prior consent), assign
      its entire interest in this Sublease, or sublet the whole of the Subleased
      Premises, on one or more occasions, to an Affiliate of Subtenant or to a
      Successor Entity of Subtenant, provided
      that the
      following conditions have been met: (i) Subtenant shall not be in default beyond
      expiration of applicable notice and cure periods, if any, of any of the terms,
      covenants, conditions and agreements of this Sublease as of the date of
      assignment or sublet, as the case may be; (ii) such assignee or sublessee shall
      have a net worth, as of the proximate date of the assignment or sublet, at
      least
      equal to the net worth of Subtenant as of the date hereof, as evidenced by
      the
      assignee’s or sublessee’s most recent audited financial statements, no more than
      twelve (12) months old, or most recent unaudited, interim financial statements,
      as the case may be; and (iii) in the case of an 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    assignment
      or sublet, Subtenant shall remain primarily liable for the performance or
      observance of all of the terms and provisions on Subtenant’s part to be
      performed or observed under this Sublease for the remainder of the then current
      term (it being understood and agreed that Sublessee shall be released from
      all
      of such future obligations in the event the assignee or sublessee extends or
      renews the Sublease or contracts for the sublet of additional space within
      the
      Premises). Subtenant’s notice to the Sublandlord and Master Landlord shall
      include information and documentation showing that each of the above conditions
      has been, or as of the effective date of assignment or sublet will be,
      satisfied. In the case of an assignment or sublease for which consent would
      be
      required hereunder, Subtenant shall reimburse the Master Landlord for any
      reasonable and documented costs that may be incurred by the Master Landlord
      in
      connection with such proposed assignment or sublease, including, without
      limitation, the reasonable and documented costs of making investigations as
      to
      the acceptability of any proposed assignee or subtenant, and reasonable and
      documented attorneys’ fees with respect to each proposed assignment or sublease,
      subject in any event to a cap of $500.00, in connection with each proposed
      assignment or sublet, as the case may be.

    


    (b) If
      Subtenant is a corporation, limited liability company, partnership, or similar
      entity, and if Subtenant experiences a Change of Control (as defined below)
      during the Term, such Change of Control shall constitute an assignment under
      this Section 12 and shall necessitate Sublandlord and Master Landlord’s
      consents, subject to and except as otherwise provided in this Section 12. The
      provision in the foregoing sentence of this Section 12(b) requiring consent
      shall not apply to Subtenant so long as Subtenant is an entity with a class
      of
      outstanding securities which is listed or quoted on a recognized securities
      exchange or market immediately prior to the effective date of the proposed
      Change of Control transaction, or if in excess of 50% of its voting stock is
      owned directly or indirectly by another entity with a class of securities which
      are so listed or quoted, immediately prior to the effective date of the proposed
      Change of Control transaction. 

    


    (c) For
      the
      purpose of this Sublease, an “Affiliate”
of
      a
      party shall mean any entity which directly or indirectly controls or is
      controlled by or is under common control with such party. For the purposes
      of
      this Section 12, “control”
      (including “controlling,”
      “controlled
      by”
and
      “under
      common control with”)
      as
      used with respect to any entity, shall mean the possession, directly or
      indirectly, of the power to direct or cause the direction of the management
      and
      policies of such entity, whether through the ownership of voting securities,
      or
      by contract or otherwise. A “Successor
      Entity,”
as
      used
      in this Section, shall mean an entity assuming this Sublease in connection
      with
      such entity’s acquisition of all or substantially all of the assets of
      Subtenant, its successors or assigns (by stock or asset acquisition, merger,
      consolidation or the like), or any successor to a Successor Entity.


    


    For
      purposes hereof, a “Change
      of Control”
shall
      mean the occurrence after the date hereof of any of the following (i) an
      individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
      of the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”))
      (a
“Person”),
      other
      than Subtenant or an employee benefit plan sponsored by Subtenant, becomes
      (for
      the first time, as result of the subject transaction) the beneficial owner
      (as
      defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
      securities of Subtenant representing more than fifty percent (50%) of the total
      voting power represented by Subtenant’s then 

     

    
      
        
        

      

      
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    outstanding
      voting securities,
      or (ii)
      Subtenant merges into or consolidates with any other Person, or any Person
      merges into or consolidates with Subtenant and, after giving effect to such
      transaction, the stockholders of Subtenant immediately prior to such transaction
      own outstanding voting securities which are less than in excess of 50% of the
      aggregate voting power of Subtenant or the successor entity of such transaction,
      or (iii) Subtenant sells or transfers all or substantially all of its assets
      to
      another Person and the stockholders of Subtenant immediately prior to such
      transaction own outstanding voting securities of Subtenant representing less
      than 50% of the aggregate voting power of the acquiring entity immediately
      after
      the transaction. 

    


    13. CASUALTY
      AND CONDEMNATION.
      Notwithstanding any provision hereof to the contrary, in the event that the
      Master Lease shall be terminated by Master Landlord, as applicable, on account
      of any fire, casualty or condemnation (and whether or not the Premises are
      affected thereby), this Sublease shall terminate as of the same date that the
      Master Lease terminates, without any further liability or obligation on the
      part
      of Sublandlord to Subtenant whatsoever, and Subtenant’s obligation to pay Fixed
      Rent, additional rent and Subtenant Surcharges shall be apportioned as of the
      date on which Sublandlord’s obligation to pay rent to Master Landlord ceases
      under the Master Lease. In the case of any casualty or condemnation affecting
      the Premises giving Sublandlord the right to terminate the Master Lease,
      Sublandlord may terminate the Master Lease in its sole and unfettered
      discretion, and Sublandlord shall incur no liability or obligation to Subtenant
      in so doing, and Subtenant’s obligation to pay Fixed Rent, additional rent and
      Subtenant Surcharges shall be apportioned as of the date on which Sublandlord’s
      obligation to pay rent to the Master Landlord ceases under the Master Lease.
      Sublandlord shall provide Subtenant with notice of such termination
      simultaneously with its notice to Master Landlord. As to any other casualty
      or
      condemnation materially affecting the Subleased Premises, Subtenant shall have
      the right to terminate this Sublease (i) if the reconstruction by Master
      Landlord of the Subleased Premises has not been substantially completed within
      six (6) months after the date of casualty, by delivering written notice of
      termination to Sublandlord within thirty (30) days of the expiration of said
      six
      month period; or (ii) if the casualty occurs in the last year of the term and
      cannot be reasonably reconstructed within ninety (90) days of the casualty.
      If
      Subtenant does not so terminate this Sublease and Sublease and Master Landlord
      do not terminate the Master Lease pursuant to the terms of the Master Lease,
      (i)
      it shall be the obligation of Master Landlord under the Master Lease to repair
      and restore the same (to the extent set forth therein), and (ii) Subtenant
      shall
      be entitled to an abatement (to the extent Sublandlord is entitled to a rent
      abatement under the Master Lease) of Fixed Rent and additional rent to the
      extent the Subleased Premises are unusable or inaccessible by Subtenant in
      the
      conduct of its business. The abatement, to the extent applicable, shall be
      from
      the date of the casualty to the date the Subleased Premises are
      restored.

    


    14. CAFETERIA.
      Subtenant acknowledges that Sublandlord presently operates a subsidized
      cafeteria facility in the Building (the “Cafeteria”).
      To
      the extent Sublandlord elects to continue to operate a Cafeteria in the Premises
      (Sublandlord having no obligation to do so), the Cafeteria shall be available
      for the use of the employees and a reasonable number of invitees of Subtenant,
      subject to such reasonable rules and regulations as Sublandlord may provide
      in
      writing to all tenants of the Building. 

    


    15. FITNESS
      CENTER.
      There
      is presently a fitness center in the Building, which shall be available to
      all
      employees of Subtenant on the same terms and conditions as are 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    available
      to the employees of all other tenants at the Building, to the extent Sublandlord
      elects to continue to operate a fitness center in the Premises (Sublandlord
      having no obligation to do so).
      Subtenant, and each employee of Subtenant desiring to use the fitness center,
      must first sign a release and waiver of liability releasing Sublandlord and
      Master Landlord of any liability for injury or damage (including indirect and
      consequential damages and reasonable attorneys’ fees) resulting from such use of
      the fitness center, and Subtenant agrees to protect, defend, indemnify and
      save
      the Sublandlord and Master Landlord harmless from and against any and all claims
      and liability arising from or as a result of an employee of Subtenant using
      the
      fitness center. This indemnity shall survive the expiration or early termination
      of this Sublease.

    


    16. PARKING.
      Subtenant shall have the right to use a ratable portion of Sublandlord’s parking
      spaces at the Property to the extent available to Sublandlord under the Master
      Lease (and such additional unreserved spaces as shall generally be available
      to
      Sublandlord at any given time), provided that spaces shall not be designated
      as
      exclusive or reserved for Subtenant’s use. 

    


    17. SIGNAGE.
      Subtenant may, at its expense, install signage on its entrance door, subject
      to
      the prior approval of Master Landlord.
      It
      is the
      responsibility of Subtenant to ensure that any such signage is in compliance
      with applicable zoning regulations.

    


    18. FURNITURE.
      During
      the Term, Subtenant shall have the right to use the existing cubicles in the
      Subleased Premises (of which there are approximately 56 in number). Subtenant
      shall maintain such cubicles in their current condition, subject to ordinary
      wear and tear and shall keep the same lien free; provided, however, that if
      any
      of such cubicles shall become obsolete or are otherwise unusable or unnecessary
      for Subtenant’s operations, Subtenant shall have the right (a) after providing
      Sublandlord with ten (10) business days prior written notice of its intention
      to
      discard and Sublandlord’s failure to retrieve the disassembled cubicles (which
      obligation to disassemble shall be Subtenant’s) during such period, to deem the
      property abandoned and to discard same at any location off of the Property
      in
      any lawful manner without any liability for the value of the cubicles therefor;
      or (b) to reconfigure the cubicles. 

    


    19. ENVIRONMENTAL.
      Sublandlord represents and warrants that, to the best of its knowledge, there
      are currently no Hazardous Materials or Wastes on, in, at or affecting the
      Property in violation of any Law. Sublandlord represents and warrants that
      it
      has not received any notices or communications from any governmental authority,
      of any violation of Law at the Property with respect to the acquisition,
      handling, storage, treatment, shipment or disposal of, or any other matters
      pertaining to, Hazardous Materials or Wastes at the Property. Sublandlord has
      completed a Phase 1 site assessment of the Property and the general area of
      the
      Property is monitored for certain chemicals related to the previous
      operations. Sublandlord
      has provided Subtenant with a copy of such Phase 1. 

     

    Subtenant
      hereby covenants to Sublandlord that: (a) Subtenant shall (i) comply with all
      Laws applicable to the discharge, generation, manufacturing, removal,
      transportation, treatment, storage, disposal and handling of Hazardous Materials
      or Wastes as apply to the activities of the Subtenant, its directors, officers,
      employees, agents, contractors, subcontractors, licensees, invitees, successors
      and assigns (“Related Parties”) at the Property, (ii) remove any Hazardous


     

    
      
        
        

      

      
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    Materials
      or Wastes unlawfully used or brought onto the Property by Subtenant or any
      of
      its Related Parties, or otherwise discharged, released or disposed by Subtenant
      or any of its Related Parties immediately upon discovery of same in accordance
      with all applicable laws and orders of governmental authorities having
      jurisdiction, (iii) pay or cause to be paid all costs associated with such
      removal including remediation and restoration of the Subleased Premises, and
      (iv) indemnify Sublandlord and Master Landlord from and against all losses,
      claims and costs arising out of the migration of Hazardous Materials or Wastes
      used or brought onto the Property by or otherwise discharged, released or
      disposed of by Subtenant or any of its Related Parties from or through the
      Subleased Premises into or onto or under other portions of the Building or
      the
      Property or other properties; (b) Subtenant shall keep the Property free of
      any
      lien imposed pursuant to any applicable Law in connection with any Hazardous
      Materials or Wastes used, brought in to, discharged, released or disposed of
      on
      the Subleased Premises by Subtenant or any of its Related Parties; (c) Subtenant
      or any of its Related Parties shall not install or permit to be installed or
      to
      exist in the Subleased Premises any asbestos, asbestos-containing materials,
      urea formaldehyde insulation or any other chemical or substance which is
      unlawful or unlawfully used and has been determined to be a hazard to health
      and
      environment; (d) Subtenant shall not cause or permit to exist, as a result
      of an
      intentional or unintentional act or omission on the part of Subtenant or any
      of
      its Related Parties or any occupant of the Subleased Premises authorized by
      Subtenant, its agents, contractors, employees, a releasing, spilling, leaking,
      pumping, emitting, pouring, discharging, emptying or dumping of any Hazardous
      Materials or Wastes on the Subleased Premises; (e) Subtenant shall give all
      notifications and prepare all reports required by Law or any other law with
      respect to Hazardous Materials or Wastes existing on, released from or emitted
      from the Subleased Premises, or discharged or disposed of as a result of
      Subtenant’s or any of its Related Parties’ actions or inactions or business
      operations (and shall give copies of all such notifications and reports to
      Sublandlord); (f) Subtenant shall promptly notify Sublandlord in writing of
      any
      unlawful release, spill, leak, emittance, pouring, discharging, emptying or
      dumping of Hazardous Materials or Wastes in or on the Subleased Premises; (g)
      Subtenant shall pay for periodic environmental monitoring by Sublandlord of
      the
      Subleased Premises as well as subsurface testing paid as additional rent if
      the
      Sublandlord reasonably believes a violation of a Hazardous Materials or Waste
      Law exists as a result of Subtenant or any of its Related Parties’ actions; and
      (h) Subtenant shall promptly notify Sublandlord and Master Landlord in writing
      of any summons, citation, directive, notice, letter or other communication,
      written or oral, from any local, state or federal governmental agency, or of
      any
      claim or threat of claim known to Subtenant, made by any third party relating
      to
      the presence or releasing, spilling, leaking, pumping, emitting, pouring,
      discharging, emptying or dumping of any Hazardous Materials or Wastes onto
      the
      Subleased Premises. Subtenant represents and warrants that, to its knowledge,
      Subtenant does not currently use any Hazardous Materials or Wastes in its
      business operations in violation of law, and Subtenant shall immediately notify
      Sublandlord and Master Landlord prior to bringing any Hazardous Materials or
      Wastes onto the Premises for use in Subtenant’s business operations not in
      compliance with applicable laws, which notice shall include a list of such
      Hazardous Materials or Wastes and quantities thereof. Subtenant shall not be
      permitted to bring Hazardous Materials or Wastes on the Property except in
      accordance with all laws.

    


    The
      term
“Hazardous Materials or Wastes” shall mean any hazardous or toxic materials,
      pollutants, chemicals, or contaminants, including without limitation asbestos,
      asbestos-

     

    
      
        
        

      

      
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    containing
      materials, urea formaldehyde foam insulation, polychlorinated biphenyls (PCBS)
      and petroleum products as defined, determined or identified as such in any
      Laws,
      as hereinafter defined. The term “Laws” means any federal, state, county,
      municipal or local laws, rules or regulations (whether now existing or
      hereinafter enacted or promulgated) including, without limitation, the Clean
      Water Act, 33 U.S.C. §1251 et
      seq.
      (1972),
      the Clean Air Act, 42 U.S.C. §7401 et
      seq.
      (1970),
      the Comprehensive Environmental Response, Compensation and Liability Act of
      1980, as amended, 42 U.S.C. Subsection 1802, and The Resource Conservation
      and
      Recovery Act, 42 U.S.C. Subsection 6901 et
      seq.,
      any
      similar state laws, as well as any judicial or administrative interpretation
      thereof, including any judicial or administrative orders or
      judgments.

    


    Subtenant
      hereby agrees to defend, indemnify and hold harmless Sublandlord and Master
      Landlord and their employees, agents, contractors, subcontractors, licensees,
      invitees, successors and assigns from and against any and all claims, losses,
      damages, liabilities, judgments, costs and expenses (including, without
      limitation, attorneys’ fees and costs incurred in the investigation, defense and
      settlement of claims or remediation of contamination), excluding consequential
      or indirect damages, incurred by such indemnified parties as a result of or
      in
      connection with the presence or removal of Hazardous Materials or Wastes from
      the Subleased Premises resulting from the Subtenant’s occupancy of the Subleased
      Premises or as a result of or in connection with activities by Subtenant or
      its
      Related Parties prohibited under this Section 19. The provisions of the Section
      shall survive the expiration or termination of this Sublease.

    


    Sublandlord
      hereby agrees to defend, indemnify and hold harmless Subtenant, its employees,
      agents, contractors, subcontractors, licensees, invitees, successors and assigns
      from and against any and all claims, losses, damages, liabilities, judgments,
      costs and expenses (including, without limitation, attorneys’ fees and costs
      incurred in the investigation, defense and settlement of claims or remediation
      of contamination), excluding consequential or indirect damages, incurred by
      such
      indemnified parties solely as a result of any Hazardous Materials or Wastes
      brought onto the Premises by Sublandlord, except for such damages, claims,
      losses, liabilities, judgment costs or expenses that are a result of Subtenant’s
      actions or the actions of any of Subtenant’s Related Parties. The provisions of
      the Section shall survive the expiration or termination of this Sublease.


    


    20. CONSENTS.
      In no
      event shall Sublandlord be liable for failure to give its consent or approval
      in
      any situation where consent or approval has been withheld or refused by
Master
      Landlord,
      whether
      or not such withholding or refusal was proper. 

    


    21. CONSENT
      OF MASTER LANDLORD.
      Subtenant hereby acknowledges and agrees that this Sublease is subject to and
      conditioned upon Sublandlord obtaining the written consent (the “Consent”)
      of
      Master Landlord as provided in the Master Lease. Promptly following the
      execution and delivery of this Sublease by Sublandlord and Subtenant,
      Sublandlord shall submit this Sublease, together with the form Landlord Consent
      to Sublease attached hereto, to Master Landlord. It is expressly understood
      and
      agreed that notwithstanding anything to the contrary contained herein, the
      Term
      shall not commence, nor shall Subtenant take possession of the Subleased
      Premises or any part thereof, until the Consent has been obtained. Subtenant
      hereby agrees that it shall cooperate in good faith with Sublandlord and shall
      comply with any reasonable 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    requests
      made of Subtenant by Sublandlord and Master Landlord in the procurement of
      the
      Consent and the negotiation of the Landlord Consent to Sublease. In
      the
      event that Master Landlord fails to approve this Sublease within five (5)
      business days of the date hereof, either party, upon notice to the other within
      three (3) business days after the expiration of such five (5) business day
      period, may elect to terminate this Sublease, whereupon Sublandlord shall
      promptly refund any amounts deposited hereunder, and this Sublease shall be
      of
      no further force and effect. 

    


    22. DEFAULT
      BY SUBTENANT.
      Subtenant covenants and agrees that in the event that it shall default in the
      performance of any of the terms, covenants and conditions of this Sublease
      or
      the Master Lease, Sublandlord shall be entitled to exercise any and all of
      the
      rights and remedies to which it is entitled by law, including, without
      limitation, the remedy of summary proceeding, and also any and all of the rights
      and remedies specifically provided for in the Master
      Lease,
      which
      are incorporated herein and made a part hereof, with the same force and effect
      as if herein specifically set forth in full, and that wherever in the
Master
      Lease
      rights
      and remedies are given to Master Landlord therein named, the same shall be
      deemed to refer to Sublandlord herein. Notwithstanding anything to the contrary
      stated in the Master Lease, the cure periods to which Subtenant shall be
      entitled with respect to Subtenant’s defaults under the first paragraph of
      Section 22 thereof shall be as follows: (i) five (5) days for monetary defaults,
      and (ii) twenty (20) days for nonmonetary defaults. The sixty (60) day period
      set forth therein shall be forty-five (45) days with respect to Subtenant’s
      defaults.

    


    23. DEFAULT
      BY SUBLANDLORD.
      If
      Sublandlord defaults under any of the terms or provisions of this Sublease
      (a
      "Sublandlord
      Default")
      and
      does not cure the same within a period of thirty (30) days after written notice
      from Subtenant that such a default exists, or within a reasonable period of
      time
      thereafter if such default cannot reasonably be cured within thirty (30) days,
      provided Sublandlord is diligently prosecuting the cure to completion, Subtenant
      shall have: (i) all rights and remedies permitted by law for a landlord default;
      and (ii) with respect to material defaults, the right to require Sublandlord
      to
      use reasonable efforts to enforce its self help rights under Section 23 of
      the
      Master Lease, which reasonable efforts shall not be deemed to include an
      obligation to litigate, arbitrate or mediate. 

    


    24. NOTICE.
      Whenever, by the terms of this Sublease, any notice, demand, request, approval,
      consent or other communication (each of which shall be referred to as a
“notice”) shall or may be given either to Sublandlord or to Subtenant, such
      notice shall be in writing and shall be sent by hand delivery, reputable
      overnight courier, or by registered or certified mail, return receipt requested,
      postage prepaid, addressed as follows (or to such other address or addresses
      as
      may from time to time hereafter be designated by Sublandlord or Subtenant,
      as
      the case may be, by like notice):

    


    
      	 	
              (a) 

            	If intended for Sublandlord,
              to: 	 
	 	 	 	 
	 	 	CiDRA Corporation 	 
	 	 	
              50
                Barnes Park North 

            	 
	 	 	Wallingford, CT 06492 	 
	 	 	Attn: Michael Grillo, Vice President
              and
              General Counsel 	 
	 	 	 	 


    

     

    
      
        
        

      

      
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              (b) 

            	If intended for Subtenant,
              to: 	 
	 	 	 	 
	 	 	DSL.net, Inc. 	 
	 	 	545 Long Wharf Drive, 5th
              Floor 	 
	 	 	New Haven, Connecticut 06511 	 
	 	 	 	 
	 	 	Attn: Robert Kalina, Vice President
              -
              Business Operations 	 


    

    


    All
      such
      notices shall be deemed to have been served on the date of actual receipt (in
      the case of hand delivery), or one (1) business day after such notice shall
      have
      been deposited with a reputable overnight courier, or three (3) business days
      after such notice shall have been deposited in the United States mails within
      the continental United States (in the case of mailing by registered or certified
      mail as aforesaid).


     

    25. OFFER
      FOR EXTENSION OF TERM ON EXISTING PREMISES.
      Sublandlord’s lease of the Premises expires March 31, 2011, subject to a
      one-time right to extend for seven (7) years. At least nine (9) months prior
      to
      expiration of this Sublease, Sublandlord shall provide Subtenant with written
      notice of its intention to extend or not extend, as the case may be, the Master
      Lease with the Master Landlord (“Sublandlord’s
      Extension Notice”).
      If
      Sublandlord advises Subtenant in Sublandlord’s Extension Notice of its intention
      to extend the Master Lease, or enter into a new lease for the Premises, and
      the
      conditions described below have been satisfied, then Sublandlord may offer
      Subtenant the right, at its sole option, to extend the term of this Sublease
      for
      a term to be determined by Sublandlord, in its sole discretion (provided,
      such
      term shall be at least a minimum of one (1) year and no more than three (3)
      years, unless otherwise mutually agreed to by the parties), which offer shall
      be
      made by Sublandlord in writing and delivered to Subtenant at the same time
      as
      the delivery of Sublandlord’s Extension Notice or commensurate with
      Sublandlord’s notification to the Master Landlord of its exercise of its renewal
      option under the Master Lease (“Sublandlord
      Extension Offer”).
      The
      Sublandlord Extension Offer shall be on all of the terms herein, except that
      the
      Fixed Rent shall commence upon the commencement of the extension term and shall
      be equal to the greater of (i) 95% of the then Market Basic Rent of the
      Subleased Premises (as determined in accordance with Section 25 of the Master
      Lease), or (ii) the Fixed Rent at the expiration of the then-current Term,
      as
      adjusted for Subtenant Surcharges.

     

    The
      Sublandlord Extension Offer may be exercised by Subtenant only by notice of
      exercise given by Subtenant to Sublandlord within sixty (60) days after receipt
      of the Sublandlord Extension Offer. Failure to so exercise within such period
      shall render any subsequent attempted exercise void and of no effect, any
      principles of law to the contrary notwithstanding. The Sublandlord Extension
      Offer may not be exercised if Subtenant shall be in default hereunder beyond
      any
      applicable notice and cure period either at the time of the attempted exercise
      or at the time of the proposed commencement of the extension term. 

     

    26. RIGHT
      OF FIRST REFUSAL AND FIRST OFFER FOR ADDITIONAL AVAILABLE SPACE.
      In the
      event that during the Term, Sublandlord desires to sublease any of the Premises
      (the “Available
      Space”)
      to an
      entity other than an Affiliate or Successor Entity of Sublandlord, and
      Sublandlord either offers to sublease such Available Space (“Right
      of First

     

    
      
        
        

      

      
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    Offer”)
      or
      receives a bona fide offer to lease such Available Space from an independent
      entity other than an Affiliate or Successor Entity of Sublandlord or Subtenant,
      Sublandlord shall notify Subtenant in writing within five (5) business days
      following receipt by Sublandlord of a bona fide offer from such an entity that
      is acceptable to Sublandlord (a “Bona
      Fide Offer”)
      (including an offer or acceptance from a current tenant or subtenant of the
      Building). Subtenant shall have an option, exercisable by notice to Sublandlord
      within fifteen (15) business days after receipt of Sublandlord’s notice, to
      lease the Available Space in accordance with the provisions contained in this
      Sublease, including a term coterminous with the Term; provided, however, (i)
      with respect to a Bona Fide Offer, the Fixed Rent for the Available Space shall
      be the fixed rent specified in the Bona Fide Offer to Sublandlord, and
      Sublandlord shall provide Subtenant with all tenant improvement allowances
      and/or rent concessions included in the Bona Fide Offer, and with respect to
      the
      Right of First Offer, the Fixed Rent shall equal the greater of (i) 95% of
      the
      then Market Base Rent of the Subleased Premises (as determined in accordance
      with Section 25 of the Master Lease), or (ii) the then current Fixed Rent of
      the
      Subleased Premises, subject to increases as stated herein. Fixed Rent for the
      Available Space shall commence on the date Landlord delivers the Available
      Space
      to Subtenant free of other tenants and occupants. Promptly after Subtenant
      exercises this Right of First Refusal or the Right of First Offer, the parties
      shall enter into an amendment to this Sublease that incorporates the Available
      Space as part of the Subleased Premises, or, at Subtenant’s or Sublandlord’s
      option, a separate lease on the Available Space. If Subtenant elects not to
      lease the Available Space, Sublandlord shall have the right to lease the
      Available Space to any entity on terms and conditions substantially similar
      to
      those in the Bona Fide Offer or if Subtenant fails to exercise the Right of
      First Offer, then upon any terms.

    


    27. COUNTERPARTS;
      ETC.
      This
      Sublease may be executed in one or more counterparts, and by different parties
      hereto on separate counterparts, each of which shall be deemed an original,
      but
      all of which together shall constitute one and the same instrument. For purposes
      hereof, the term “business days” shall refer to any weekday other than a U.S.
      Federal holiday or bank holiday in the State of Connecticut. 

    


    28. HOLDOVER.
      If
      Subtenant fails to surrender the Subleased Premises at the expiration or earlier
      termination of this Sublease, occupancy of the Subleased Premises after the
      termination or expiration shall be that of a tenancy at sufferance. Subtenant’s
      occupancy of the Subleased Premises during the holdover shall be subject to
      all
      the terms and provisions of this Sublease and Subtenant shall pay an amount
      (on
      a per month basis without reduction for partial months during the holdover)
      equal to 150% of the sum of the Fixed Rent and Subtenant Surcharges due for
      the
      period immediately preceding the holdover. No holdover by Subtenant or payment
      by Subtenant after the expiration or early termination of this Sublease shall
      be
      construed to extend the Term or prevent Sublandlord from immediate recovery
      of
      possession of the Subleased Premises by summary proceedings or
      otherwise.

    


    29. BROKER.
      Subtenant warrants to Sublandlord that it has had no dealings with any broker,
      agent or any other party in connection with the negotiation or execution of
      this
      Sublease except Sentry
      Commercial Real Estate. Subtenant agrees to indemnify, defend and hold
      Sublandlord harmless from and against any and all claims, cost, expense or
      liability for 

     

    
      
        
        

      

      
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    commissions
      or other compensation claimed by any other broker or agent with which Subtenant
      has dealt in connection with this Sublease.

    


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    IN
      WITNESS WHEREOF, Sublandlord and Subtenant herein have duly executed this
      instrument on the day and year first above written.

    


    
      	 	 	 
	SUBLANDLORD: 	CIDRA
              CORPORATION
	 
 	 
 	 
 
	 	By:  	F.
              Kevin Didden
	 	
              
Name:
              F. Kevin Didden
	 	Title:
              President & CEO 


    

     

    
      	 	 	 
	SUBTENANT: 	DSL.net,
              Inc.
	 
 	 
 	 
 
	 	By:  	David
              F.
              Struwas
	 	
              
Name:
              David F. Struwas
	 	Title:
              President & CEO


    

    


    
 

     

     

    

 

    
      
        
        

      

      
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