exv10w41






Exhibit 10.41




Datacenter Lease




 


55 MIDDLESEX TURNPIKE



 


DATACENTER LEASE




Between




DIGITAL 55 MIDDLESEX, LLC

as Landlord




and




CONSTANT CONTACT, INC.

as Tenant




Dated




January 1, 2011
















 









 










TABLE
OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	1. LEASE OF TENANT SPACE
	 	 	1	 
	1.1 Tenant Space
	 	 	1	 
	1.2 Condition of Tenant Space
	 	 	1	 
	1.3 Datacenter Connection Area
	 	 	1	 
	1.4 Relocation Right
	 	 	1	 
	1.5 Quiet Enjoyment; Access
	 	 	1	 
	1.6 Common Area
	 	 	2	 
	2. TERM
	 	 	2	 
	2.1 Term
	 	 	2	 
	2.2 Delivery of Tenant Space
	 	 	2	 
	2.3 Extension Options
	 	 	2	 
	3. BASE RENT AND OTHER CHARGES
	 	 	3	 
	3.1 Base Rent
	 	 	3	 
	3.2 Installation Fee
	 	 	3	 
	3.3 Payments Generally
	 	 	3	 
	3.4 Late Payments
	 	 	4	 
	3.5 Utilities
	 	 	4	 
	4. TAXES
	 	 	4	 
	4.1 Taxes — Equipment
	 	 	4	 
	4.2 Taxes — Other
	 	 	5	 
	5. INTENTIONALLY DELETED
	 	 	5	 
	6. PERMITTED
USE; COMPLIANCE WITH RULES AND LAWS; HAZARDOUS MATERIALS
	 	 	5	 
	
6.1 Permitted Use
	 	 	5	 
	6.2 Datacenter Rules and Regulations
	 	 	5	 
	6.3 Compliance with Laws; Hazardous Materials
	 	 	6	 
	6.4 Electricity Consumption Threshold
	 	 	7	 
	6.5 Maximum Structural Load
	 	 	7	 
	7. ACCESS CONTROL; LANDLORD’S ESSENTIAL SERVICES; INTERRUPTION OF SERVICES
	 	 	7	 
	7.1 Access Control
	 	 	7	 
	7.2 Landlord’s Essential Services
	 	 	7	 
	7.3 Interruption of Services
	 	 	8	 
	8. MAINTENANCE; ALTERATIONS; REMOVAL OF TENANT’S PERSONAL PROPERTY
	 	 	8	 
	8.1 Landlord’s Maintenance
	 	 	8	 






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TABLE
OF CONTENTS
 (continued)




	 	 	 	 	 
	 	 	Page	 
	8.2 Tenant’s Maintenance
	 	 	8	 
	8.3 Alterations
	 	 	9	 
	8.4 Removal of Tenant’s Personal Property
	 	 	9	 
	9. CASUALTY EVENTS; TAKINGS; INSURANCE
	 	 	9	 
	9.1 Casualty Events; Takings
	 	 	9	 
	9.2 Tenant’s Insurance
	 	 	10	 
	9.3 Landlord’s Insurance
	 	 	10	 
	10. TRANSFERS
	 	 	10	 
	10.1 Restrictions on Transfers; Landlord’s Consent
	 	 	10	 
	10.2 Notice to Landlord
	 	 	12	 
	10.3 Landlord’s Recapture Rights
	 	 	12	 
	10.4 No Release; Subsequent Transfers
	 	 	12	 
	10.5 Colocation
	 	 	12	 
	10.6 Excess Rent
	 	 	12	 
	11. ESTOPPEL CERTIFICATES
	 	 	12	 
	12. SUBORDINATION AND ATTORNMENT; HOLDER RIGHTS
	 	 	13	 
	12.1 Subordination and Attornment
	 	 	13	 
	12.2 Holder Protection
	 	 	13	 
	12.3 SNDA
	 	 	13	 
	13. SURRENDER OF TENANT SPACE; HOLDING OVER
	 	 	13	 
	13.1 Tenant’s Method of Surrender
	 	 	13	 
	13.2 Disposal of Tenant’s Personal Property
	 	 	14	 
	13.3 Holding Over
	 	 	14	 
	13.4 Survival
	 	 	14	 
	14. WAIVERS; INDEMNIFICATION; CONSEQUENTIAL DAMAGES; LIENS
	 	 	14	 
	14.1 Waivers
	 	 	14	 
	14.2 Indemnification
	 	 	15	 
	14.3 Consequential Damages
	 	 	15	 
	14.4 Liens
	 	 	15	 
	15. TENANT DEFAULT
	 	 	15	 
	15.1 Events of Default By Tenant
	 	 	15	 
	15.2 Remedies
	 	 	16	 
	16. LANDLORD’S LIABILITY
	 	 	16	 
	16.1 Landlord Default; Tenant’s Remedies
	 	 	16	 
	16.2 Landlord’s Liability
	 	 	17	 
	16.3 Transfer of Landlord’s Interest
	 	 	17	 






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TABLE
OF CONTENTS
 (continued)



	 	 	 	 	 
	 	 	Page	 
	17. MISCELLANEOUS
	 	 	17	 
	17.1 Severability
	 	 	17	 
	17.2 No Waiver
	 	 	17	 
	17.3 Attorneys’ Fees and Costs
	 	 	17	 
	17.4 Waiver of Right to Jury Trial
	 	 	18	 
	17.5 Headings; Time; Survival
	 	 	18	 
	17.6 Notices
	 	 	18	 
	17.7 Governing Law; Jurisdiction
	 	 	19	 
	17.8 Incorporation; Amendment; Merger
	 	 	19	 
	17.9 Brokers
	 	 	19	 
	17.10 Examination of Lease; Binding on Parties
	 	 	19	 
	17.11 Recordation
	 	 	19	 
	17.12 Authority
	 	 	19	 
	17.13 Successors and Assigns
	 	 	19	 
	17.14 Force Majeure
	 	 	19	 
	17.15 No Partnership or Joint Venture; No Third Party Beneficiaries
	 	 	20	 
	17.16 Access By Landlord
	 	 	20	 
	17.17 Rights Reserved by Landlord
	 	 	20	 
	17.18 Counterparts; Delivery by Facsimile or E-mail
	 	 	21	 
	17.19 Confidentiality
	 	 	21	 
	17.20 Incorporation of Schedules and Exhibits
	 	 	21	 
	17.21 Financial Statements
	 	 	21	 
	17.22 Master Lease
	 	 	21	 
	17.23 Conversion of Previous Agreement
	 	 	21	 







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SCHEDULE “1”




CERTAIN DEFINED TERMS


“ACM” shall mean and refer to asbestos, asbestos-containing materials or presumed
asbestos-containing materials.



“Additional Rent” shall mean and refer to all amounts (other than Base Rent) payable by Tenant to
Landlord pursuant to this Lease, whether or not denominated as such.



“Affiliate Transfer” shall mean and refer to an assignment by Tenant of this Lease to a Tenant
Affiliate where (x) Tenant gives Landlord prior written notice of the name of such Tenant
Affiliate, and (y) the applicable Tenant Affiliate assumes, in writing, for the benefit of
Landlord, all of Tenant’s obligations under this Lease.



“Aggregate Direct Electric Loads” shall mean and refer to all electricity associated with Metered
Direct Electric Loads and Unmetered Direct Electric Loads.



“Alterations” shall mean and refer to any alterations, additions, improvements or replacements to
the Tenant Space, or any other portion of the Building or Property performed by or on behalf of
Tenant or any other Tenant Party.



“Ancillary Utility Costs” shall mean and refer to (a) all costs associated with the purchase by
Landlord of electricity, power, fuel, oil, water treatment chemicals or other consumable utilities
or commodities (including any water, electricity or other utility costs associated with the
production or distribution of chilled water or HVAC services), exclusive of costs associated with
Aggregate Direct Electric Loads for any Building tenant, and (b) reasonable utility costs
associated with Landlord’s provisions of lighting and HVAC services to the Common Area; provided,
however, that in no event shall Ancillary Utility Costs include the cost of capital expenditures
associated with (a) and (b) above.



“Applicable Laws” shall mean and refer to (a) all laws, ordinances, building codes, rules,
regulations, orders and directives of any governmental authority now or hereafter having
jurisdiction over the Property, (b) all covenants, conditions and restrictions now or hereafter
affecting the Property, and (c) all rules, orders, regulations and requirements of any applicable
fire rating bureau or other organization performing a similar function for the Property.



“Back-Up Power Specifications” shall mean and refer to the specific elements of back-up power that
are described in Items 2 & 3 of Exhibit “F”, Table A.



“Back-Up Power Systems” shall mean and refer to the specific equipment used by Landlord to meet the
Back-Up Power Specifications.



“Base Rent” shall mean and refer to the amounts of Base Rent set forth in Item 8 of the Basic Lease
Information.



“Building” shall mean and refer to the Building described in Item 15 of the Basic Lease
Information.



“Building Systems” shall mean and refer to the Building and/or Property systems and equipment,
including, without limitation, all fire/life safety, electrical, HVAC, plumbing or sprinkler,
access control (including, without limitation, Landlord’s Access Control Systems), mechanical, and
telecommunications systems and equipment.



“Cables” shall mean and refer to all fiber and/or copper cabling that is placed into the Pathway by
Landlord on Tenant’s behalf, or by Tenant and/or by any other Tenant Party.



“Card Reader Completion Notice” shall mean and refer to a notice from Landlord to Tenant,
memorializing Landlord’s completion of the Card Reader Installation







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“Casualty-Complete” shall mean and refer to a Casualty Event that results in the complete
destruction of the Building.



“Casualty Event” shall mean and refer to fire, explosion or any other disaster causing damage to
the Property, the Building, or the Tenant Space.



“Casualty Repair” shall mean and refer to the repair and reconstruction of the damaged portion(s)
of the Building and/or the Tenant Space to substantially the same condition in which they existed
immediately prior to a particular Casualty Event.



“Casualty Repair Notice” shall mean and refer to written notice by Landlord to Tenant notifying
Tenant of the Repair Period-Estimated.



“Chronic Outage” shall mean and refer to the occurrence in any Suite or more than one Suite of
three (3) or more Qualifying Chronic Outages within a twelve (12) consecutive month period. For the
avoidance of doubt and by way of example, one (1) Qualifying Chronic Outage with respect to each of
Suite 1.5, 1.5.1, and 1.5.2 within a twelve (12) consecutive month period would constitute a
Chronic Outage. Similarly, three (3) Qualifying Chronic Outages with respect to Suite 1.5 within a
twelve (12) consecutive month period would constitute a Chronic Outage.



“Chronic Outage Termination Notice” shall mean and refer to written notice from Tenant to Landlord,
delivered within thirty (30) days after the occurrence of a Chronic Outage, that Tenant thereby
terminates this Lease.



“Claims” shall mean and refer to all third party claims, actions, suits and proceedings, and all
losses, damages, obligations, liabilities, penalties, fines, costs and expenses arising from any
such claims, actions, suits, or proceedings, including, without limitation, attorneys’ fees, legal
costs, and other costs and expenses of defending against any such claims, actions, suits, or
proceedings.



“Colocation Activity” shall mean and refer to the installation, operation and maintenance by a
Colocation Party of such Colocation Party’s computer, switch and/or communications equipment in the
Tenant Space, and the connection of such equipment with the equipment of other Colocation Parties
within the Tenant Space.



“Colocation Agreement” shall mean and refer to a license agreement, by and between Tenant and a
Colocation Customer, whereby Tenant provides such Colocation Customer (and its related Colocation
Parties) a license for the sole purpose of engaging in Colocation Activities within the Tenant
Space.



“Colocation Customer” shall mean and refer to a non-carrier customer of Tenant, who desires to
engage in Colocation Activities within the Tenant Space, under and pursuant to a Colocation
Agreement.



“Colocation Party” shall mean and refer to any person claiming, directly or indirectly, by, through
or under any Colocation Customer, together with the officers, agents, servants and employees of
each Colocation Customer.



“Common Area” shall mean and refer to that part of the Property lying outside the Premises
designated by Landlord from time to time for the common use of all tenants of the Building, as
applicable, including among other facilities, the sidewalks, service corridors, curbs, truck ways,
loading areas, private streets and alleys, lighting facilities, halls, lobbies, delivery passages,
elevators, drinking fountains, meeting rooms, public toilets, parking areas and garages, decks and
other parking facilities, landscaping and other common rooms and common facilities.



“Consequential Damages” shall mean and refer to consequential damages, incidental damages, indirect
damages, or special damages, or for loss of profit, loss of business opportunity or loss of income.








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“Continuous Outage” shall mean and refer to an Interruption of Landlord’s Essential Services that
continues for fifteen (15) consecutive days, regardless of whether or not such Interruption of
Landlord’s Essential Services was caused by Force Majeure.



“Continuous Outage Termination Notice” shall mean and refer to written notice from Tenant to
Landlord, delivered within thirty (30) days after the occurrence of a Continuous Outage, that
Tenant thereby terminates this Lease.



“Control”, as used in the definition of Tenant Affiliate, shall mean and refer to the right to
exercise, directly or indirectly, fifty percent (50%) or more of the voting rights attributable to
the controlled entity and/or the power to elect a majority of the controlled entity’s board of
directors.



“Datacenter Connection Area” shall mean and refer to the central shared point of pathway access in
the Building, as designated by Landlord.



“Datacenter Rules and Regulations” shall mean and refer to Landlord’s rules and regulations for the
Building, as same may be amended from time to time in accordance with Section 6.2 of the Lease.
The current version of the Datacenter Rules and Regulations is available on the Internet at the
following URL:




http://www.digitalrealtytrust.com/leasing/



“Deadline Date” shall mean and refer to the date that is thirty (30) days following the latest date
of execution as set forth on the signature page attached hereto.



“Default Rate” shall mean and refer to an interest rate equal to the lesser of (a) one percent (1%)
per month or (b) the maximum lawful rate of interest.



“Delinquency Date” shall mean and refer to the date that is five (5) days after the date on which
any particular payment of Rent is due from Tenant to Landlord.



“Digital” shall mean and refer to Digital Realty Trust, L.P., a Maryland limited partnership.



“ECT Default Notice” shall mean and refer to written notice from Landlord notifying Tenant of an
ECT Overage.



“ECT Overage” shall mean and refer to a situation in which the electricity consumption in any Suite
exceeds the Electricity Consumption Threshold for such Suite.



“ECT — Suite 1.14A” shall mean and refer to the amount of electrical power described as ECT —
Suite 1.14A in Item 1 of Exhibit “F”, Table A.



“ECT — Suite 1.5” shall mean and refer to the amount of electrical power described as ECT — Suite
1.5 in Item 1 of Exhibit “F”, Table A.



“ECT — Suite 1.5.1” shall mean and refer to the amount of electrical power described as ECT —
Suite 1.5.1 in Item 1 of Exhibit “F”, Table A.



“ECT — Suite 1.5.2” shall mean and refer to the amount of electrical power described as ECT —
Suite 1.5.2 in Item 1 of Exhibit “F”, Table A.



“Electricity Consumption Threshold” shall mean and refer to (a) the ECT — Suite 1.5 as it relates
to Suite 1.5, (b) ECT — Suite 1.5.1 as it relates to Suite 1.5.1, (c) ECT — Suite 1.5.2 as it
relates to Suite 1.5.2, and (d) ECT — Suite 1.14A as it relates to Suite 1.14A.



“Electricity Specifications” shall mean and refer, collectively, to the Electricity Consumption
Threshold and the Back-Up Power Specifications.







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“Environmental Laws” shall mean and refer to all now and hereafter existing Applicable Laws
regulating, relating to, or imposing liability or standards of conduct concerning public health and
safety or the environment.



“Event of Default by Tenant” shall mean and refer to the occurrence of any of the Events of Default
by Tenant described in Sections 15.1.1-15.1.5, inclusive.



“Excess Rent” shall mean and refer to any consideration in excess of the sum of (a) the pro-rata
portion of Rent applicable to the portion of the Tenant Space subject to the assignment or
sublease, less (b) the reasonable leasing costs (i.e., tenant improvement allowances, other design
and construction costs, legal fees and broker commissions paid by Tenant) actually incurred by
Tenant in connection with such sublease or assignment.



“Existing Pathways” shall mean and refer to the Existing Pathways described on Exhibit “C” to the
Lease.



“Extension Option” shall mean and refer to Tenant’s option to extend the Term of the Lease, the
number and duration of which is as set forth in Item 6 of the Basic Lease Information, and the
terms for which are as set forth in Section 2.3 of the Standard Lease Provisions.



“Extension Option Exercise Notice” shall mean and refer to written notice from Tenant to Landlord
specifying that Tenant is irrevocably exercising an Extension Option so as to extend the Term of
this Lease by the applicable Extension Term on the terms set forth in Section 2.3 of the Standard
Lease Provisions.



“Extension Term” shall mean and refer to the duration of each duly authorized Extension Option, as
set forth in Item 6 of the Basic Lease Information.



“Extension Term Base Rent” shall mean and refer to the monthly Base Rent payable with respect to
the Tenant Space during an Extension Term.



“Financial Statements” shall mean and refer to audited annual financial statements of the indicated
entity, including (i) an opinion of a certified public accountant, (ii) a balance sheet, and (iii)
a profit and loss statement (income statement), all prepared in accordance with generally accepted
accounting principles consistently applied.



“First Interruption” shall mean and refer to the first (1st) Separate/Independent
Interruption of Landlord’s Essential Services occurring in any Suite in any period of twelve (12)
consecutive months.



“Force Majeure” shall mean and refer to any cause or reason beyond the reasonable control of the
party obligated to perform hereunder, including, but not limited to, strike, labor trouble,
governmental rule, regulations, ordinance, statute or interpretation, or fire, earthquake, or civil
commotion.



“Four-Plus Interruption” shall mean and refer to the fourth (4th), and any subsequent,
Separate/Independent Interruption of Landlord’s Essential Services occurring in any Suite in any
then-current Interruption Accrual Period.



“Generator Fuel Usage” shall mean and refer to Tenant’s pro rata share of all fuel used by the
element(s) of the Back-Up Power Systems described in Item 3 of Exhibit “F”, Table A. Such pro rata
share shall be calculated in a manner consistent with Section 3.5.4 of the Standard Lease
Provisions.



“Generator Fuel Payment” shall mean and refer to the actual cost of all Generator Fuel Usage that
is not Maintenance Fuel Usage.



“Handle,” “Handled,” or “Handling” shall mean and refer to any installation, handling, generation,
storage, treatment, use, disposal, discharge, release, manufacture, refinement, presence,
migration, emission, abatement, removal, transportation, or any other activity of any type in
connection with or involving Hazardous Materials.







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“Hazardous Materials” shall mean and refer to: (1) any material or substance: (i) which is defined
or becomes defined as a “hazardous substance,” “hazardous waste,” “infectious waste,” “chemical
mixture or substance,” or “air pollutant” under Environmental Laws; (ii) containing petroleum,
crude oil or any fraction thereof; (iii) containing PCBs; (iv) containing ACM; (v) which is
radioactive; (vi) which is infectious; or (2) any other material or substance displaying toxic,
reactive, ignitable, explosive or corrosive characteristics, and is defined, or becomes defined by
any Environmental Law.



“Holder” shall mean and refer to any mortgagee or beneficiary with a mortgage or deed of trust
encumbering the Property or any portion thereof, or any lessor of a ground or underlying lease with
respect to the Property or any portion thereof.



“HVAC” shall mean and refer to heating, ventilation and air conditioning.



“HVAC Specifications” shall mean and refer to the specifications set forth in Item 4(a) and (b) of
Exhibit “F”, Table A.



“Installation Fee” shall mean and refer to the Installation Fee set forth in Item 9 of the Basic
Lease Information, subject to the terms of Section 3.2 of the Standard Lease Provisions.



“Interruption Accrual Period” shall, as it relates to each Suite, mean and refer to the period of
twelve (12) consecutive months occurring from and after each First Interruption.



“Interruption Cure Completion Notice” shall mean and refer to written notice from Landlord that a
particular Interruption of Landlord’s Essential Services or Loss of Redundancy has been rectified.



“Interruption — Electrical” shall mean and refer to the occurrence of a partial or complete
interruption of electricity to any collective pair of A-side and B-side PDUs supplying electrical
power to Tenant’s Personal Property within the Premises; provided that such occurrence is not
caused by any act or omission of Tenant or any other Tenant Party, nor by a Casualty Event, nor by,
or during, an ECT Overage. The foregoing notwithstanding, if (a) Tenant fails to take advantage of
the redundant electrical design of the Premises (e.g. Tenant “single-cords” its equipment in a
scenario where “dual-cording” of Tenant’s equipment is available), (b) there occurs an interruption
of electricity to one (1) or more PDUs from which Tenant draws electricity to power Tenant’s
Personal Property, (c) such interruption results in a power outage in one (1) or more items of
Tenant’s Personal Property, and (d) such power outage could have been avoided if Tenant had taken
proper advantage of the electrical redundancies in the Premises, then such interruption will be
deemed not to have been an Interruption — Electrical.



“Interruption — Electrical Duration Threshold” shall mean and refer to an aggregate of six (6)
minutes in any rolling twelve (12) month period.



“Interruption — Humidity” shall mean and refer to the occurrence of the average relative humidity
of a Suite measured at the return air vents in such Suite being outside of the Target Humidity
Range for a period of ninety (90), or more, consecutive minutes; provided that such occurrence is
not caused by any act or omission of Tenant or any other Tenant Party, nor by a Casualty Event, nor
by, or during, an ECT Overage. For the avoidance of doubt, the duration of each Interruption —
Humidity shall commence from and after the expiration of the ninetieth (90th)
consecutive minute of the average relative humidity of such Suite being outside of such Target
Humidity Range.



“Interruption of Landlord’s Essential Services” shall mean and refer to (a) an Interruption —
Electrical; (b) an Interruption — Temperature, or (c) an Interruption — Humidity.



“Interruption — Temperature” shall mean and refer to the occurrence of the average temperature of
a Suite measured at the return air vents in such Suite being outside of the Target Temperature
Range for a period of ninety (90), or more, consecutive minutes; provided that such occurrence is
not caused by any act or omission of Tenant or any other Tenant Party, nor by a Casualty Event, nor
by, or during, an ECT Overage. For the avoidance of doubt, the duration of each Interruption —
Temperature shall commence from and after the expiration of the ninetieth (90th)
consecutive minute of the average temperature of such






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Suite being outside of the Target Temperature Range. The foregoing notwithstanding, in the event
that the average temperature of a Suite measured at the return air vents in such Suite reaches (or
exceeds) one hundred (100) degrees Fahrenheit for any period of time, such occurrence will be
deemed to have been an Interruption — Temperature, regardless of whether such average temperature
has been outside of the Target Temperature Range for ninety (90) consecutive minutes; provided that
such occurrence is not caused by any act or omission of Tenant or any other Tenant Party, nor by a
Casualty Event, nor by, or during, an ECT Overage).



“Land” shall mean and refer to the Land described in Item 14 of the Basic Lease Information.



“Landlord” shall mean and refer to the Landlord set forth in Item 1 of the Basic Lease Information.



“Landlord Default” shall mean and refer to the occurrence of a Landlord Default, as described in
Section 16.1.1.



“Landlord Group” shall mean and refer to Landlord and its directors, officers, shareholders,
members, employees, constituent partners, affiliates, beneficiaries and trustees.



“Landlord’s Access Control Systems” shall mean and refer to: (i) a check-in desk at the Building’s
main entrance operated by Landlord twenty-four (24) hours per day, seven (7) days per week,
fifty-two (52) weeks per year, (ii) an electronic “key card” system or biometric reader to control
access to each Suite or the larger suite in which a Suite is located, including, upon installation,
the Suite 1.14.A Cage Card Reader, and (iii) closed-circuit television cameras in critical common
areas in the Building.



“Landlord’s Actual Knowledge” or similar phrase shall mean and refer to the actual current
knowledge, as of the Effective Date, of Dianna Maddocks, Digital Realty Trust, L.P., Asset Manager
for the Building, Chun M. Lee, Vice President of Digital Realty Trust, L.P., and David J. Caron,
Senior Vice President of Digital Realty Trust, L.P. (the foregoing three (3) individuals, being
employees of Digital Realty Trust, L.P., who would have direct and specific knowledge regarding the
Building, but who shall not have the duty of additional investigation in connection with this
Lease).



“Landlord’s Essential Services” shall mean and refer to Landlord’s obligations to meet the
Electricity Specifications and the HVAC Specifications.



“Landlord’s Installations” shall mean and refer to the installations defined as such, as set forth
on Exhibit “E”, attached hereto.



“Landlord’s Lease Undertakings” shall mean and refer to any representation, warranty, covenant,
undertaking or agreement contained in any of the Lease Documents that is to be provided or
performed by Landlord.



“Landlord’s Liability Cap” shall mean and refer to an aggregate amount of Landlord’s interest in
the Property not to exceed $10,000,000.00.



“Late Charge” shall mean and refer to a sum equal to five percent (5%) of the amount of a
particular Late Payment.



“Late Payment” shall mean and refer to the portion of any payment of Rent that (a) is not a
disputed in good faith by Tenant in writing prior to the due date thereof; and (b) Landlord has not
received from Tenant prior to the Delinquency Date.



“Late Payment Interest” shall mean and refer to interest on a particular Late Payment at the
Default Rate.



“Lease Documents” shall mean and refer to this Lease and all schedules, exhibits, riders,
amendments, and addenda to this Lease.



“Loss of Redundancy” shall mean and refer to the occurrence of any unscheduled disruption and/or
loss of electricity to the A-side or B-side PDUs supplying electrical power to Tenant’s
Personal Property within a






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Suite; provided that such occurrence is not caused by any act or omission of Tenant or any other
Tenant Party, nor by a Casualty Event, nor by, or during, an ECT Overage. For the purposes of
clarity, the disruption of electricity to any such A-side or B-side PDU that occurs (and continues
only) during a PM Activity for the PDUs will be deemed not to have been a Loss of Redundancy.



“Maintenance Fuel Usage” shall mean and refer to Generator Fuel Usage that is used for the
performance of Landlord’s maintenance obligations hereunder.



“Master Lease” shall mean and refer to an agreement between Landlord and the Third Party Tenant
regarding the operation and control of the Premises.



“Maximum Structural Load” shall mean and refer to the Maximum Structural Load set forth in Item 19
of the Basic Lease Information.



“Metered Direct Electrical Loads” shall mean and refer to electrical loads fed by way of an
electrical panel or PDU exclusively serving all or any part of the Tenant Space.



“MMR Services” shall mean and refer to the services typically provided by companies in the primary
business of providing carrier-neutral interconnections, such as Equinix, CRG West and Telehouse,
including without limitation, furnishing of space, racks and pathway to telecommunications carriers
for the purpose of such carriers’ placement and maintenance of computer, switch and/or
communications equipment and cross-connections by such carriers with the communications cable and
facilities of other parties in the Building.



“New Pathway Completion Date” shall mean and refer to the date of the New Pathway Completion
Notice.



“New Pathway Completion Notice” shall mean and refer to a notice from Landlord to Tenant,
memorializing Landlord’s completion of the New Pathway Installation.



“New Pathway Installation” shall mean and refer to the New Pathway Installation as defined on
Exhibit “C”, subject to the provisions of Section 2.2.1 of the Standard Lease Provisions.



“Noticed Holder” shall mean and refer to a Holder for which Tenant has been notified in writing of
the address of such Holder.



“Outage Credit” means the quotient achieved by dividing the Base Rent of the affected Suite(s) for
the month in which the Interruption of Landlord’s Essential Services occurred by 60.



“Partial Month” shall, in the event of a Commencement Date that occurs on a date that is other than
the first (1st) day of a calendar month, mean and refer to the number of calendar days
(including the Commencement Date) remaining in the month in which the Commencement Date occurs.



“Pathways” shall mean and refer to the Pathway described in Item 7 of the Basic Lease Information.



“PCBs” shall mean and refer to polychlorinated biphenyls.



“PDUs” shall mean and refer to power distribution units.



“Permitted Transfer” shall mean and refer to: (i) the transfer of a majority interest of the
outstanding shares of stock of Tenant, (ii) the merger of Tenant with another entity or entities,
and (iii) the sale of all or substantially all of Tenant’s assets, and/or (iv) Affiliate Transfers;
provided that, in any such event, (a) the action is taken pursuant to a bona fide business
transaction and not principally or exclusively as a means to evade the consent requirements under
this Lease, and (b) the “Tenant” under this Lease after such transaction has a net worth (which
shall be equal to total assets minus total liabilities and determined in accordance with generally
accepted accounting principles (“GAAP”)) of not less than the net worth (as determined in
accordance with GAAP) of Tenant as of the Effective Date of this Lease, as evidenced in a manner
reasonably acceptable to Landlord.







-vii-









 








“Permitted Use” shall mean and refer to the placement, installation, operation, repair and
maintenance of computer, switch and/or communications equipment and connections of such equipment
(subject to the terms of Section 1.3 of the Standard Lease Provisions), via telecommunications
cables, with the facilities and/or equipment of other tenants in the Building.



“PM Activity” shall mean and refer to each of the activities contained on Landlord’s then-current
PM Standards.



“PM Audit” shall mean and refer to Tenant’s inspection of the PM Books and Records.



“PM Audit Notice” shall mean and refer to written notice of Tenant’s intent to perform a PM Audit.



“PM Books and Records” shall mean and refer to the books and records used by Landlord for
documenting performance of the PM Activities.



“PM Schedule” shall mean and refer to Landlord’s then-current schedule for the performance of the
PM Activities.



“PM Standards” shall mean and refer to the activities of preventative maintenance that Landlord
performs with regard to the equipment that serves the Premises. Landlord’s current list of PM
Standards is available on the Internet at the following URL:




http://www.digitalrealtytrust.com/leasing



“POP Room” shall mean and refer to the POP Room described in Item 16 of the Basic Lease
Information.



“Premises” shall mean and refer to the Premises described in Item 7 of the Basic Lease Information.



“Prepaid Rent” shall mean and refer to the Prepaid Rent set forth in Item 10 of the Basic Lease
Information, subject to the terms of Section 3.1 of the Standard Lease Provisions.



“Previous Agreement” shall mean and refer to that certain Master Services Agreement, as amended, by
and between Sentinel Properties-Bedford, LLC, as predecessor-in-interest to Landlord, and Tenant,
as customer, dated July 19, 2007, and relating to Tenant’s license to use the Previous Agreement
Space and the Existing Pathway.



“Previous Agreement Space” shall mean and refer to, collectively, Suite 1.5 in the Building, Suite
1.5.1 in the Building, and Suite 1.5.2 in the Building.



“Property” shall mean and refer to the Land, the Building, and Landlord’s personal property thereon
or therein.



“Qualifying Chronic Outage” shall mean and refer to the occurrence of:




     (a) each Separate/Independent Interruption of Landlord’s Essential Services, which continues
for four (4) or more consecutive hours, regardless of whether or not such Interruption of
Landlord’s Essential Services was caused by Force Majeure (i.e., each such Interruption of
Landlord’s Essential Services equals one (1) Qualifying Chronic Outage) for the Suite in which it
occurs,



     (b) each complete period of seven hundred twenty (720) consecutive hours occurring during a
Loss of Redundancy (i.e., each such period equals one (1) Qualifying Chronic Outage) for the Suite
in which it occurs, or



     (c) the collective occurrence within a rolling period of ninety (90) consecutive days of five
(5) Separate/Independent Interruptions of Landlord’s Essential Services — Electrical of any
duration to the same pair of A-side and B-side PDUs, regardless of whether or not such
Interruptions — Electrical were caused by Force Majeure (i.e., each five (5) equals one (1)
Qualifying Chronic Outage), for the Suite in which it occurs.



-viii-









 





“Rent” shall mean and refer to all Base Rent, plus all Additional Rent.



“Repair Period-Actual” shall mean and refer to the period of time that it actually takes to repair
and/or restore the Building following a Casualty Event in order to enable Tenant’s use of the
Tenant Space in the ordinary conduct of Tenant’s business.



“Repair Period-Estimated” shall mean and refer to the period of time, which Landlord estimates will
be required for the repair and/or restoration of the Building following a Casualty Event in order
to enable Tenant’s use of the Tenant Space in the ordinary conduct of Tenant’s business.



“Second Interruption” shall mean and refer to the second (2nd) Separate/Independent
Interruption of Landlord’s Essential Services occurring in any Suite in any then-current
Interruption Accrual Period.



“Security Documents” shall mean and refer to: (i) all ground leases or underlying leases; (ii) the
lien of any mortgage, deed, or deed of trust; (iii) all past and future advances made under any
such mortgages, deeds, or deeds of trust; and (iv) all renewals, modifications, replacements and
extensions of any such ground leases, master leases, mortgages, deeds, and deeds of trust.



“Separate/Independent Interruption of Landlord’s Essential Services”, and similar phrases used
herein, shall mean and refer to (a) Interruptions of Landlord’s Essential Services that occur from
separate and unrelated root causes; or (b) a further occurrence of a particular Interruption of
Landlord’s Essential Services that occurs after Landlord has provided Tenant the Interruption Cure
Completion Notice with regard to the immediately preceding occurrence of such Interruption of
Landlord’s Essential Services.



“Separate/Independent Interruption of Landlord’s Essential Services — Electrical”, and similar
phrases used herein, shall mean and refer to (a) Interruptions — Electrical that occur from
separate and unrelated root causes; or (b) a further occurrence of a particular Interruption —
Electrical that occurs after Landlord has provided Tenant the Interruption Cure Completion Notice
with regard to the immediately preceding occurrence of such Interruption — Electrical.



“SNDA” shall mean and refer to a subordination, non-disturbance and attornment agreement in a form
that is reasonably acceptable to Tenant, which provides that, so long as there is no Event of
Default by Tenant, Tenant may remain in possession of the Tenant Space under the terms of this
Lease, even if the Holder should acquire Landlord’s title to the Building.



“Suite 1.14.A Cage Card Reader” shall mean and refer to the electronic “key card” system to be
installed by Landlord on the exterior of the cage located inside Suite 1.14.A, for the purpose of
controlling access to such caged area.



“Suite 1.5 Expiration Date” shall mean and refer to the earlier to occur of (a) the last day of the
twenty-fourth (24th) month of the Term of the Lease, and (b) the earlier termination of
this Lease.



“Suite 1.5 Surrender Date” shall mean and refer to the later to occur of (a) the Suite 1.5
Expiration Date, and (b) the date on which Tenant has surrendered the Suite 1.5 Tenant Space to
Landlord in accordance with Section 13.1.1 of the Standard Lease Provisions.



“Suite 1.5 Tenant Space” shall mean and refer to, collectively, Suite 1.5, Existing Pathway-A (as
described on Exhibit “C”) and Existing Pathway-C (as defined on Exhibit “C”).



“Suite 1.5 Term” shall mean and refer to the period commencing on the Commencement Date and
expiring on the Suite 1.5 Expiration Date.



“System Efficiency Losses” shall mean and refer to electricity usage or losses associated with
transformers, wiring, panels, UPS systems and/or PDU’s residing upstream of the Metering Equipment
— Tenant Space and downstream of the meter at which the local utility measures Building electrical
usage.







-ix-









 








“Taking” shall mean and refer to the Property, or some portion thereof, having been taken under the
power of eminent domain or condemned by any competent authority for any public or quasi-public use
or purpose, or sold to prevent the exercise thereof.



“Target Humidity Range” the range of relative humidity percentages described in Item 4(b) of
Exhibit “F”, Table A.



“Target Temperature Range” the range of temperatures described in Item 4(a) of Exhibit “F”, Table
A.



“Taxes — Equipment” shall mean and refer to all governmental fees, taxes, tariffs and other
charges levied directly or indirectly against any personal property, fixtures, machinery,
equipment, apparatus, systems, connections, interconnections and appurtenances located in, or used
by Tenant in or in connection with, the Tenant Space.



“Taxes — Other” shall mean any excise, sales, privilege or other tax, assessment or other charge
(other than income taxes) imposed, assessed or levied by any governmental or quasi-governmental
authority or agency upon Landlord on account of (i) the Rent (and other amounts) payable by Tenant
hereunder (or any other benefit received by Landlord hereunder), including, without limitation, any
gross receipts tax, license fee or excise tax levied by any governmental authority, (ii) this
Lease, Landlord’s business as a lessor hereunder, and/or the possession, leasing, operation,
management, maintenance, alteration, repair, use or occupancy of any portion of the Tenant Space
(including, without limitation, any applicable possessory interest taxes), (iii) this transaction
or any document to which Tenant is a party creating or transferring an interest or an estate in the
Tenant Space, or (iv) otherwise in respect of or as a result of the agreement or relationship of
Landlord and Tenant hereunder.



“Tenant” shall mean and refer to the Tenant set forth in Item 2 of the Basic Lease Information.



“Tenant Affiliate” shall mean and refer to any partnership, limited liability company, or
corporation or other entity, which, directly or indirectly, through one or more intermediaries,
Controls, is Controlled by, or is under common Control with, Tenant.



“Tenant Group” shall mean and refer to Tenant and its directors, officers, shareholders, members,
employees, constituent partners, and Tenant Affiliates.



“Tenant Parties” shall mean and refer, collectively to Tenant, the other members of the Tenant
Group, Tenant’s Transferees, and their respective contractors, clients, servants, representatives,
licensees, Colocating Parties, agents, and invitees.



“Tenant Space” shall mean and refer to the Premises together with the Pathway.



“Tenant Space Customer” shall mean and refer to each customer or other person or entity to which
Tenant, any Tenant Affiliate, any other Tenant Party, or any Transferee, provides goods or
services, which are in any way related to or associated with the use of the Tenant Space,
including, but not limited to, those customers, persons or entities now or hereafter conducting
transactions or other operations by or through or in connection with equipment located within the
Tenant Space.



“Tenant’s Personal Property” shall mean and refer, collectively, to all cable, wiring, connecting
lines, and other installations, equipment or property installed or placed by, for, through, under
or on behalf of Tenant or any Tenant Party anywhere in the Building and/or the Tenant Space, not
including any equipment or property owned, leased or licensed by Landlord or any other member of
the Landlord Group. Additionally, for the purposes of clarity, the parties acknowledge that
“Tenant’s Personal Property” includes all equipment or property, other than equipment or property
owned, leased or licensed by Landlord or any other member of the Landlord Group, installed and/or
placed anywhere in the Building and/or the Tenant Space by any party specifically and solely in
order to provide any service to Tenant or any Tenant Party (e.g., data storage/archiving and data
recovery type equipment that is utilized by or for Tenant or any Tenant Party in the Tenant Space,
but which is actually owned by a third party, other than Landlord or any other member of the
Landlord Group).







-x-









 








“Term”; “Term of this Lease”; and “Term of the Lease” shall mean and refer to the period described
in Item 5 of the Basic Lease Information, subject to the terms of such Item 5.



“Third Interruption” shall mean and refer to the third (3rd) Separate/Independent
Interruption of Landlord’s Essential Services occurring in any Suite in any then-current
Interruption Accrual Period.



“Third Party POP Room Operator” shall mean and refer to an entity, who is not an affiliate of
Landlord, with whom Landlord may hereafter contract for the operation and control of the POP Room.



“Third Party Tenant” shall mean and refer to an entity, who is not an affiliate of Landlord, with
whom Landlord may hereafter contract for the operation and control of the Premises.



“Transfer” shall mean and refer to (a) a sublease of all or any part of the Tenant Space, (b) an
assignment of this Lease, and/or (c) any other agreement (i) permitting a third party (other than
Tenant’s employees and occasional guests) to occupy or use any portion of the Tenant Space, or (ii)
otherwise assigning, transferring, licensing, mortgaging, pledging, hypothecating, encumbering, or
permitting a lien to attach to its interest under, this Lease.



“Transferee” shall mean and refer to any person or entity to whom a Transfer is made or sought to
be made.



“Transfer Notice” shall mean and refer to a written request for Landlord’s consent to a particular
Transfer, which notice shall include (i) a statement containing: (a) the name and address of the
proposed Transferee; and (b) all of the principal terms of the proposed Transfer; (ii) current,
certified financial statements of the proposed Transferee, and any other information and materials
reasonably required by Landlord to enable Landlord to adequately review the financial
responsibility of the proposed Transferee; (iii) such other information and materials as Landlord
may reasonably request (and if Landlord requests such additional information or materials, the
Transfer Notice shall not be deemed to have been received until Landlord receives such additional
information or materials); and (iv) the form of the proposed assignment or other Transfer
documentation that will be executed by Tenant and the proposed Transferee.



“Unmetered Direct Electric Loads” shall mean and refer to electrical loads fed by way of electrical
panels not exclusively serving all or any part of the Tenant Space, and shall be attributable to
the Tenant Space based upon a reasonable estimate by Landlord.



“UPS Plant” shall mean and refer to an uninterruptable power supply plant.





-xi-











 





55 MIDDLESEX TURNPIKE

DATACENTER LEASE




          This Datacenter Lease (this “Lease”) is entered into as of the Effective Date specified in
Item 4 of the Basic Lease Information, by and between Landlord (as set forth in Item 1 of the Basic
Lease Information, below) and Tenant (as set forth in Item 2 of the Basic Lease Information,
below):




RECITALS




     A. Landlord is the owner of the Land (as set forth in Item 14 of the Basic Lease Information,
below). The Land is improved with, among other things, the Building (as set forth in Item 15 of
the Basic Lease Information, below), which Building is owned by Landlord



     B. Tenant currently has a license to occupy and use the Previous Agreement Space and the
Existing Pathway under the terms of the Previous Agreement.



     C. Tenant desires to (i) convert the Previous Agreement to this Lease, (ii) continue to occupy
and use the Previous Agreement Space and Existing Pathways pursuant to the terms of this Lease,
(iii) lease additional space in the Building, and (iv) lease certain New Pathways (as described on
Exhibit “C”, attached hereto).



     D. Unless otherwise specifically indicated to the contrary, all initially capitalized terms
contained in this Lease shall have the meanings set forth on Schedule “1”, attached to this Lease.



     NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth,
Landlord and Tenant agree as follows:



BASIC LEASE INFORMATION




	 	 	 

	1.  Landlord:

	 	Digital 55 Middlesex, LLC, a Delaware limited liability company
	 
	2. Tenant:

	 	Constant Contact, Inc., a Delaware corporation
	 
	3. Tenant Addresses:

	 	Tenant Address for Notices:
	 

	 	Constant Contact, Inc.
	 

	 	1601 Trapelo Road
	 

	 	Waltham, MA 02451
	 

	 	Attn: Senior Vice President, Engineering and Operations
	 

	 	Phone: 781-472-8100
	 

	 	Email: jwalsh@constantcontact.com
	 
	 

	 	With copies to:
	 
	 

	 	Constant Contact, Inc.
	 

	 	1601 Trapelo Road
	 

	 	Waltham, MA 02451
	 

	 	Attn: General Counsel
	 

	 	Phone: 781-472-8100
	 

	 	Email: general_counsel@constantcontact.com






-i-









 







	 	 	 

	 

	 	And:
	 
	 

	 	WilmerHale
	 

	 	60 State Street
	 

	 	Boston, MA 02109
	 

	 	Attn: Paul Jakubowski, Esq.
	 

	 	Phone: 617-526-6948
	 

	 	Email: paul.jakubowski@wilmerhale.com
	 
	 

	 	Tenant Address for Invoice of Rent:
	 
	 

	 	Constant Contact, Inc.
	 

	 	1601 Trapelo Road
	 

	 	Waltham, MA 02451
	 

	 	Attn: Accounts Payable
	 

	 	Phone: 781-472-8100
	 

	 	Email: ap@constantcontact.com
	 
	4. Effective Date/
	 	 
	    Commencement Date:
	 	 
	 
	      (a) Effective Date:

	 	 January 1, 2011
	 
	      (b) Commencement Date:

	 	 January 1, 2011
	 
	5. Term:

	 	Approximately seventy-two (72) full calendar months (i.e., commencing on the
Commencement Date and expiring on the last day of the seventy-second (72nd) full
calendar month thereafter).
	 
	 

	 	For the avoidance of doubt, Landlord and Tenant acknowledge and agree that, if the
Commencement Date occurs on a date that is other than the first (1st) day of
a calendar month, the Term of this Lease shall be deemed to have been automatically
extended by the number of calendar days in the Partial Month, such that the Term of the
Lease shall then be equal to the number of full calendar months described above, plus
the number of calendar days in the Partial Month.
	 
	 

	 	For example:
	 
	 

	 	      a. If the Commencement Date occurs on January 1, 2011, then the seventy-two (72) full
calendar month Term of this Lease would commence January 1, 2011, and expire on
December 31, 2016.
	 
	 

	 	      b. If, however, the Commencement Date occurs on January 18, 2011, then the seventy-two
(72) full calendar month Term of this Lease would commence on January 18, 2011, and
expire on January 31, 2017. In this example, the period occurring from January 18,
2011 through January 31, 2011 is the Partial Month. The Base Rent payable by Tenant
hereunder during such Partial Month shall be payable by Tenant on a pro-rated basis, in
accordance with Section 3.1 of the Standard Lease Provisions, at a rate equal to the
rate of Base Rent that would otherwise be due and payable by Tenant hereunder with
regard to the first (1st) month of the Term of this Lease (pro-rated on a
per diem basis). However, in this example, the first (1st) month of the
seventy-two (72) full calendar month Term of this Lease would, for the purposes of
calculating the expiration of the Term of the Lease, be deemed to be the month of
February, 2011.
	6. Extension Options/

	 	Two (2) Extension Options, each to extend the Term for an Extension Term of sixty
	    Extension Term:

	 	(60)months, subject to the terms of Section 2.3, below.






-ii-









 







	 	 	 

	7. Premises/Pathways:
	 	 
	 
	(a) Premises:

	 	Landlord and Tenant acknowledge and agree that commencing on the Commencement Date, the
Premises shall consist of the following four (4) separately demised spaces:
	 
	 

	 	     a. Approximately 600 square feet of area in the Building, known as Suite 1.5, caged as
set forth on Exhibit “A” (“Suite 1.5”).
	 
	 

	 	     b. Approximately 1800 square feet of area in the Building, known as Suite 1.5.1, caged
as set forth on Exhibit “A” (“Suite 1.5.1”).
	 
	 

	 	      c. Approximately 2000 square feet of area in the Building, known as Suite 1.5.2, caged
as set forth on Exhibit “A” (“Suite 1.5.2”).
	 
	 

	 	     d. Approximately 1200 square feet of area in the Building, known as Suite 1.14A, caged
as set forth on Exhibit “A” (“Suite 1.14A”).
	 
	 

	 	As of the Suite 1.5 Surrender Date, Suite 1.5 shall be deemed to have been removed from
the Premises. From and after the Suite 1.5 Surrender Date, throughout the balance of
the Term of this Lease, the Premises shall consist of Suite 1.5.1, Suite 1.5.2 and
Suite 1.14A, collectively comprising approximately 5,000 square feet of area in the
Building. . From and after the Suite 1.5 Surrender Date, no Base Rent shall become due
or payable with respect to Suite 1.5 and all future calculations of Ancillary Utility
Costs, Generator Fuel Usage or any costs to Tenant under this Lease based on a
proportionate share or allocation of leased space or usage shall reflect that Suite 1.5
shall be deemed to have been removed from the Premises.
	 
	(b) Pathways:

	 	Each of Suite 1.5, Suite 1.5.1, Suite 1.5.2 and Suite 1.14A may be referred to herein,
individually, as a “Suite”.
	 

	 	As described on Exhibit “C”.






	 	 	 

	8. Base Rent:

	 	a. Suite 1.5 Base Rent (the “Suite 1.5 Base Rent”)
	 
	 

	 	     $33,428.11 per month for the period commencing on the Commencement Date and expiring on
the last day of the twelfth (12th) full calendar month of the Term of the
Lease.
	 

	 	          (months 1 — 12 of the Term)
	 
	 

	 	     $33,828.43 per month for the period commencing on the first (1st) day of the
thirteenth (13th) month of the Term and expiring on the Suite 1.5 Expiration
Date.
	 

	 	          (months 13-24 of the Term)
	 
	 

	 	b. Suite 1.5.1 Base Rent (the “Suite 1.5.1 Base Rent”)
	 
	 

	 	     $120,341.21 per month for the period commencing on the Commencement Date and expiring
on the last day of the twelfth (12th) full calendar month of the Term of the
Lease.
	 

	 	          (months 1 — 12 of the Term)
	 
	 

	 	     $121,782.37 per month for months 13 — 24 of the Term.






-iii-









 







	 	 	 

	 

	 	     $46,785.69 per month for months 25 — 36 of the Term.
	 
	 

	 	     $48,189.26 per month for months 37 — 48 of the Term.
	 
	 

	 	     $49,634.94 per month for months 49 — 60 of the Term.
	 
	 

	 	     $51,123.99 per month for months 61 — 72 of the Term.
	 
	 

	 	c. 
Suite 1.5.2 Base Rent (the “Suite 1.5.2 Base Rent”)
	 
	 

	 	     $61,382.68 per month for the period commencing on the Commencement Date and expiring on
the last day of the twelfth (12th) full calendar month of the Term of the
Lease.

	 

	 	          (months 1 — 12 of the Term)
	 
	 

	 	     $62,917.20 per month for months 13 — 24 of the Term.
	 
	 

	 	     $64,490.00 per month for months 25 — 36 of the Term.
	 
	 

	 	     $48,189.26 per month for months 37 — 48 of the Term.
	 
	 

	 	     $49,634.94 per month for months 49 — 60 of the Term.
	 
	 

	 	     $51,123.99 per month for months 61 — 72 of the Term.
	 
	 

	 	d.
Suite 1.14A Base Rent (the
“Suite 1.14A Base Rent”; together with Suite 1.5 Base
Rent, Suite 1.5.1 Base Rent and Suite 1.5.2 Base Rent, collectively, “Base Rent”)
	 
	 

	 	     $55,125.00 per month for the period commencing on the Commencement Date and expiring on
the last day of the twelfth (12th) full calendar month of the Term of the
Lease.
	 

	 	          (months 1 — 12 of the Term)
	 
	 

	 	     $56,778.75 per month for months 13 — 24 of the Term.
	 
	 

	 	     $58,482.11 per month for months 25 — 36 of the Term.
	 
	 

	 	     $60,236.58 per month for months 37 — 48 of the Term.
	 
	 

	 	     $62,043.67 per month for months 49 — 60 of the Term.
	 
	 

	 	     $63,904.98 per month for months 61 — 72 of the Term.
	 
	9.Installation Fee:

	 	Tenant hereby agrees to pay Landlord, as Additional Rent, no later than thirty (30)
days following receipt of an invoice therefor, the sum of all reasonable out-of-pocket
amounts expended by Landlord in connection with the performance of the New Pathway-B
Installation, the New Pathway-C Installation and the Card Reader Installation (the
“Installation Fee”) which invoice shall be delivered following completion of the New
Pathway-B Installation, the New Pathway-C Installation and the Card Reader
Installation.
	 
	10. Prepaid Rent:

	 	$270,277.00 (being the first (1st) month’s Base Rent). Such Prepaid Rent
shall be applied to the Base Rent due in month 1 of the Term of this Lease.






-iv-









 






	 	 	 	 	 

	11. Landlord’s Address for Notices:

	 	Digital 55 Middlesex, LLC
	 	With a copy to:
	 

	 	c/o Digital Realty Trust, L.P.
	 	Stutzman, Bromberg, Esserman &
	 

	 	451 D Street, Suite 912
	 	Plifka, A Professional Corporation
	 

	 	Boston, MA 02210
	 	2323 Bryan Street, Suite 2200
	 

	 	Attention: Asset Manager
	 	Dallas, TX 75201
	 

	 	Facsimile No. (857) 366-9998
	 	Attention: Noah K. Hansford
	 

	 	E-mail:
	 	Facsimile No. (214) 969-4999
	 

	 	leaseadministration@digitalrealtytrust.com
	 	E-mail: hansford@sbep-law.com






	 	 	 	 	 

	12. Landlord’s Address for Payment of Rent:
	 	ACH Payments:	 	 
	 
	 	Bank:	 	Bank of America NT&SA
	 
	 	 	 	1850 Gateway Blvd.
	 
	 	 	 	Concord, CA 94520-3282
	 
	 
	 	Routing Number:	 	121000358
	 
	 	Account Number:	 	1459370718
	 
	 	Account Name:	 	Digital 55 Middlesex, LLC
	 
	 	Regarding/Reference:	 	Tenant Account No., Invoice No.
	 
	 
	 	 Wire Payments:	 	 
	 
	 
	 	Bank:	 	Bank of America NT&SA
	 
	 	 	 	100 West 33rd Street
	 
	 	 	 	New York, NY 10001
	 
	 
	 	Routing Number:	 	026009593
	 
	 	Account Number:	 	1459370718
	 
	 	Account Name:	 	Digital 55 Middlesex, LLC
	 
	 	Regarding/Reference:	 	Tenant Account No., Invoice No.
	 
	 
	 	Check Payments:	 	 
	 
	 
	 	Payee:	 	Digital 55 Middlesex, LLC
	 
	 
	 	Mailing Address:	 	 
	 
	 
	 	Digital 55 Middlesex, LLC	 	 
	 
	 	P.O. Box 415882	 	 
	 
	 	Boston, MA. 02241-5882	 	 
	 
	 
	 	Overnight Address:	 	 
	 
	 
	 	Bank of America Lockbox Services
	 
	 	Digital 55 Middlesex, LLC — 415882
	 
	 	MA5-527-02-07	 	 
	 
	 	2 Morrissey Blvd.	 	 
	 
	 	Dorchester, MA. 02125	 	 
	 
	 
	 	Contact Information:     	 	 






-v-









 








	 	 	 

	 

	 	Director of Cash Management
	 

	 	Digital Realty Trust
	 

	 	560 Mission Street, Suite 2900
	 

	 	San Francisco, CA 94105
	 

	 	P: (415) 738-6509
	 

	 	F: (415) 495-3687
	 
	13. Brokers:
	 	 
	 
	     (a) Landlord’s Broker:

	 	None.
	 
	     (b) Tenant’s Broker:

	 	RampRate Sourcing Advisors, Inc.
	 
	14. Land:

	 	The Land located at:
	 
	 

	 	55 Middlesex Turnpike, Bedford, Massachusetts
	 
	15. Building:

	 	55 Middlesex Turnpike: A one (1)-story building consisting of approximately 106,000
square feet.
	 
	16. POP Rooms:

	 	Suite 202 located on the first (1st) floor of the Building (the “East POP Room”) and
Suite 204 located on the first (1st) floor of the Building (the “West POP Room”;
together with the East POP Room, collectively, the “POP Rooms”).
	 
	17. Storage and Receiving:

	 	As it relates to Tenant’s Personal Property that is delivered to the Building from time
to time, Landlord agrees, upon twenty-four (24) hours’ prior notice from Tenant, but
subject to reasonable availability of the space, to permit items of Tenant’s Personal
Property to be stored temporarily (i.e., for no more than seventy-two (72) hours per
delivery) on a non-exclusive basis in locked storage space in the loading area of the
Building. Such shipments shall be accepted by Landlord and stored in such locked space
until such time as Tenant takes delivery of said shipment. The foregoing
notwithstanding, nothing contained in this Item 17 shall be deemed to waive or modify
the terms of the Standard Lease Provisions, below (including, but not limited to,
Sections 9.2, 14.1.1 and 14.2.1).
	 
	18. Intentionally Deleted:

	 	Intentionally Deleted
	 
	19. Maximum Structural Load:

	 	250 pounds of live load per square foot.






          This Lease shall consist of the foregoing Basic Lease Information, the provisions of the
Standard Lease Provisions, below, Schedule “1”,
above, and Exhibits “A” through “K”, inclusive, all
of which are incorporated herein by this reference as of the Effective Date. In the event of any
conflict between the provisions of the Basic Lease Information and the provisions of the Standard
Lease Provisions, the Basic Lease Information shall control.




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STANDARD LEASE PROVISIONS



1. LEASE OF TENANT SPACE.




     1.1 Tenant Space. In consideration of the covenants and agreements to be performed by Tenant,
and upon and subject to the terms and conditions of this Lease, Landlord hereby leases to Tenant
for the Term, (i) the Premises; and (ii) the Pathways.



     1.2 Condition of Tenant Space. Tenant has inspected the Tenant Space and accepts the Tenant
Space in its “AS IS, WHERE IS” condition. Tenant acknowledges and agrees that (i) except as
specifically set forth herein, no representation or warranty (express or implied) has been made by
Landlord as to the condition of the Property, the Building or the Tenant Space or their suitability
or fitness for the conduct of the Permitted Use, its business or for any other purpose, and (ii)
except as specifically set forth herein, Landlord shall have no obligation to construct or install
any improvements in or to make any other alterations or modifications to the Property, Building or
the Tenant Space.



     1.3 Datacenter Connection Area. Tenant acknowledges and agrees that all interconnections
between the systems of Tenant and those of other tenants of the Building, and all cross-connects
between the systems of Tenant and those of carriers in the Building, must be made in the POP Room.
Tenant acknowledges that the Datacenter Connection Area is a Common Area that will be used by and
be accessible by other tenants and their technicians. Anything to the contrary contained in this
Lease notwithstanding, Tenant acknowledges that the POP Rooms may hereafter be operated by a Third
Party POP Room Operator. In such event, all operations in the POP Rooms (including all MMR
Services), and all Tenant presences in the POP Room, including pathways, may be governed and
controlled by the Third Party POP Room Operator; each and all of which shall be subject to the
terms of this Lease and such agreements and costs as are mutually agreed in writing, by and between
Tenant and the Third Party POP Room Operator.



     1.4 Relocation Right. Intentionally Deleted.



     1.5 Quiet Enjoyment; Access. Subject to all of the terms and conditions of this Lease, Tenant
shall quietly have, hold and enjoy the Tenant Space in conformity with the Permitted Use without
hindrance from Landlord or any person or entity claiming by, through or under Landlord. Subject to
the terms and conditions of this Lease, including, without limitation, the Datacenter Rules and
Regulations and Landlord’s Access Control Systems and Force Majeure, Tenant shall have access to
the Tenant Space twenty-four (24) hours per day, seven (7) days per week.



     1.6 Common Area. The Common Area shall be subject to Landlord’s sole management and control
and shall be operated and maintained in such manner as Landlord in Landlord’s discretion shall
determine, subject to the rights of Tenant under this Lease and provided that Landlord will not
take any actions with respect to such Common Area that will unreasonably interfere with Tenant’s
access to the Tenant Space or the use of the Tenant Space for the Permitted Use. Tenant, and the
other Tenant Parties, shall have the nonexclusive right to use the Common Area as constituted from
time to time; such use to be in common with Landlord, the other members of the Landlord Group,
other tenants of the Building and other persons entitled to use the same, and subject to such
reasonable rules and regulations governing use of the Common Areas as Landlord may from time to
time prescribe provided that written notice of such rules and regulations is provided to Tenant.
Landlord may temporarily close any part of the Common Area for such periods of time as may be
necessary to prevent the public from obtaining prescriptive rights or to make repairs or
alterations.


2. TERM.




     2.1 Term. The term of this Lease, and Tenant’s obligation to pay Rent under this Lease, shall
commence on the Commencement Date and shall continue in effect for the Term of the Lease, as the
same may be extended, or earlier terminated, in accordance with the express terms of this Lease.



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     2.2 Delivery of Tenant Space. Landlord and Tenant acknowledge and agree that, by virtue of
the occurrence of the Commencement Date, Landlord shall be deemed to have delivered the Tenant
Space to Tenant, and Tenant shall be deemed to have accepted the same.



          2.2.1 Completion of the New Pathway Installation. Landlord agrees to use commercially
reasonable efforts to cause the New Pathway Installation to be completed prior to the Commencement
Date. In the event that the New Pathway Installation is not completed on or prior the Deadline
Date, Tenant shall receive, as Tenant’s sole remedy therefor, one-quarter (1/4) day’s abatement of
Base Rent for each day following the Deadline Date until the New Pathway Completion Date occurs.
The foregoing notwithstanding, Landlord and Tenant acknowledge and agree that Landlord’s completion
of the New Pathway Installation is not a condition precedent to any obligation of Tenant to pay
Rent, nor is such completion a condition precedent to the occurrence of the Commencement Date.
Additionally, provided that Landlord is working diligently using commercially reasonable efforts
after the Commencement Date to complete the New Pathway Installation, Landlord shall not be in
default of its obligation to complete the New Pathway Installation. Landlord agrees to deliver the
New Pathway Completion Notice to Tenant upon Landlord’s completion of the New Pathway Installation.




          2.2.2 Completion of the Card Reader Installation. Landlord agrees to use commercially
reasonable efforts to cause the Card Reader Installation to be completed prior to the Commencement
Date. The foregoing notwithstanding, Landlord and Tenant acknowledge and agree that Landlord’s
completion of the Card Reader Installation is not a condition precedent to any obligation of Tenant
to pay Rent, nor is such completion a condition precedent to the occurrence of the Commencement
Date. Additionally, provided that Landlord is working diligently using commercially reasonable
efforts after the Commencement Date to complete the Card Reader Installation, Landlord shall not be
in default of its obligation to complete the Card Reader Installation. Landlord agrees to deliver
the Card Reader Completion Notice to Tenant upon Landlord’s completion of the Card Reader
Installation.




     2.3 Extension Options.



          2.3.1 Subject to and in accordance with the terms and conditions of this Section 2.3, Tenant
shall have the number of Extension Options specified in Item 6 of the Basic Lease Information to
extend the Term of this Lease, for the respective Extension Terms specified in such Item 6, upon
the same terms, conditions and provisions applicable to the then-current Term of this Lease (except
as provided otherwise herein). The monthly Extension Term Base Rent payable with respect to the
Tenant Space for each year of the Extension Term shall be increased hereunder as of the first
(1st) day of each such year to be equal to one hundred three percent (103%) of the Base
Rent payable for the immediately preceding month of the Term of the Lease, as extended.




          2.3.2 Tenant may exercise each Extension Option only by delivering an Extension Option
Exercise Notice to Landlord at least six (6) calendar months prior to the then applicable
expiration date of the Term, specifying that Tenant is irrevocably exercising its Extension Option
so as to extend the Term of this Lease by an Extension Term on the terms set forth in this Section
2.3. In the event that Tenant shall duly exercise an Extension Option, the Term shall be extended
to include the applicable Extension Term (and all references to the Term in this Lease shall be
deemed to refer to the Term specified in Item 5 of the Basic Lease Information, plus all duly
exercised Extension Terms). In the event that Tenant shall fail to deliver an Extension Option
Exercise Notice within the applicable time period specified herein for the delivery thereof, time
being of the essence, at the election of Landlord, Tenant shall be deemed to have forever waived
and relinquished such Extension Option, and any other options or rights to renew or extend the Term
effective after the then applicable expiration date of the Term shall terminate and shall be of no
further force or effect.




          2.3.3 Tenant shall have the right to exercise any Extension Option only with respect to the
entire Tenant Space leased by Tenant at the time that Tenant delivers the applicable Extension
Option Exercise Notice. If Tenant duly exercises an Extension Option, Landlord and Tenant shall
execute an amendment reflecting such exercise. Notwithstanding anything to the contrary herein,
any attempted exercise by Tenant of an Extension Option shall, at the election of Landlord, be
invalid, ineffective, and of no force or effect if, on the date on which Tenant delivers an
Extension Option Exercise Notice, or on the date on which the Extension Term is scheduled to
commence, there shall be an uncured Event of Default by Tenant under this Lease.






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3. BASE RENT AND OTHER CHARGES.




     3.1 Base Rent. Tenant shall pay Base Rent to Landlord throughout the Term of this Lease. All
Base Rent shall be paid to Landlord in monthly installments in advance on the first day of each and
every calendar month throughout the Term of this Lease; provided, however, that (a) the installment
of Base Rent for the first (1st) full calendar month of the Term shall be payable upon
Tenant’s execution of this Lease; and (b) if the Term of this Lease does not commence on the first
day of a calendar month, the Base Rent for the Partial Month shall (i) be calculated on a per diem
basis determined by dividing the Base Rent above by the total number of calendar days in such
Partial Month and multiplying such amount by the number of days remaining in such Partial Month
from and after (and including) the Commencement Date, and (ii) be paid by Tenant to Landlord on the
Commencement Date. Except as set forth in this Section 3.1, Tenant shall not pay any installment
of Rent more than one (1) month in advance.



     3.2 Installation Fee. Tenant shall pay the Installation Fee to Landlord, no later than the
thirtieth (30th) day following receipt of an invoice therefor. Landlord and Tenant
acknowledge that the Installation Fee represents remuneration to Landlord in consideration of the
costs incurred by Landlord in connection with the New Pathway-B Installation and the New Pathway-C
Installation and otherwise in connection with Landlord’s fixturization of the Tenant Space related
to this Lease.



     3.3 Payments Generally. Base Rent payable hereunder by Tenant (i) shall be payable to
Landlord when due, without any prior notice or demand therefor, in lawful money of the United
States without any abatement, offset or deduction whatsoever (except as specifically provided
otherwise herein), and (ii) shall be payable to Landlord at the address of Landlord specified in
Item 12 of the Basic Lease Information (or to such other person or to such other place as Landlord
may from time to time designate in writing to Tenant). All forms of Additional Rent payable
hereunder by Tenant (aa) shall be payable to Landlord within thirty (30) days after Tenant’s
receipt of an invoice for same, without any other notice or demand therefor, in lawful money of the
United States without any abatement, offset or deduction whatsoever (except as specifically
provided otherwise herein), and (bb) shall be payable to Landlord at the address of Landlord
specified in Item 12 of the Basic Lease Information (or to such other person or to such other place
as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord
from Tenant after the termination of this Lease, the service of any notice, the commencement of any
suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease
or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed
to be other than on account of the full amount otherwise due, nor shall any endorsement or
statement on any check or any letter accompanying any check or payment be deemed an accord and
satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice
to any of the rights of Landlord hereunder or under any Applicable Laws. In the event that the
Commencement Date or the expiration of the Term (or the date of any earlier termination of this
Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent
payable for such partial calendar month shall be prorated based on a per diem basis.



          3.3.1 Landlord acknowledges and agrees that the Base Rent payable to Landlord under this Lease
is on a “gross” basis except as otherwise expressly set forth herein, in consideration for all
costs as may be incurred by Landlord for the operation, maintenance, management, insurance and
repair of the Premises, Building and Property and the real estate taxes thereon. Except as
otherwise expressly provided in this Lease, Tenant shall not be responsible for payment of any of
Landlord’s costs or expenses in connection with the Tenant Space, Building and Property.




     3.4 Late Payments. As it relates to any Late Payment, Tenant shall, in addition to Tenant’s
obligation to pay the Late Payment to Landlord, also be required to pay to Landlord, as Additional
Rent, (i) a Late Charge, and (ii) Late Payment Interest from the Delinquency Date until the date
the foregoing are paid, collectively, to cover Landlord’s additional administrative costs and
damages related to such Late Payment, which are difficult, if not impossible, to determine. In no
event, however, shall the charges permitted under this Section 3.4, or elsewhere in this Lease, to
the extent the same are considered to be interest under Applicable Law, exceed the maximum lawful
rate of interest. Landlord’s acceptance of any Late Charge, or any Late Payment Interest, shall
not be deemed to constitute a waiver of Tenant’s default with respect to the Late Payment, nor
prevent Landlord from exercising any of the other rights and remedies available to Landlord
hereunder or under any Applicable Laws.



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     3.5 Utilities. Tenant shall be billed directly by Landlord as Additional Rent for the costs
of Aggregate Direct Electric Loads in a manner consistent in all material respects with the then
manner of billing for electrical service provided by the local electric utility company and in
accordance with the then applicable pricing structures and rate schedules as filed by such utility
with the applicable governmental authority from time to time.



          3.5.1 Notwithstanding the foregoing, if the Metering Equipment — Tenant Space in installed in
such a manner so as to not capture Systems Efficiency Losses, Landlord shall have a right to add an
amount reasonably determined by landlord to Tenant’s Aggregate Direct Electric Loads sufficient to
compensate Landlord for actual System Efficiency Losses attributable to Tenant’s Aggregate Direct
Electric Loads.




          3.5.2 Tenant shall pay a proportionate share of all Ancillary Utility Costs, which
proportionate share shall be a fraction expressed as a percentage, the numerator of which shall be
Tenant’s Aggregate Direct Electric Loads and the denominator of which shall be the sum of the
Aggregate Direct Electric Loads for all of the tenants then operating in the Building.




          3.5.3 Notwithstanding the foregoing, if Landlord reasonably determines that the method of
calculating Aggregate Direct Electric Loads, System Efficiency Losses and/or Ancillary Utility
Costs is inadequate to capture the costs related to same that should otherwise be attributable to
the Tenant Space, Landlord and Tenant shall mutually agree on a different formula/calculation, as
necessary, to appropriately capture such costs. Additionally, in the event that Landlord
determines that it is no longer commercially impractical to separately meter some or all of
Unmetered Direct Electric Loads, System Efficiency Losses and/or Ancillary Utility Costs, then
Landlord may cause the equipment related to the foregoing to be separately metered to the Tenant
Space at Landlord’s sole cost and expense. In either event, Landlord and Tenant shall execute an
amendment to this Lease reflecting such modification. For the avoidance of doubt, it is the intent
of the parties that this Section 3.5 represents a mechanism only for Landlord’s cost recovery with
regard to utilities (including electrical power) serving, provided to and/or used in or for the
Tenant Space, and that there is no intent for Tenant’s Utility Payment to include any element of
profit to Landlord in connection therewith.




          3.5.4 Generator Fuel Usage. Additionally, and except to the extent that Generator Fuel Usage
represents Maintenance Fuel Usage, Tenant shall pay its proportionate share of the cost of all
Generator Fuel, which proportionate share shall be a fraction expressed as a percentage, the
numerator of which shall be Tenant’s Aggregate Direct Electric Loads and the denominator of which
shall be the sum of the Aggregate Direct Electric Loads for all of the tenant then operating in the
Building. Landlord shall bill Tenant not more frequently than monthly for the amount of the
Generator Fuel Payment. Tenant shall pay the Generator Fuel Payment to Landlord, as Additional
Rent, within thirty (30) days of delivery of each Generator Fuel Payment invoice. For the
avoidance of doubt, it is the intent of the parties that this Section 3.5.4 represents a mechanism
only for Landlord’s cost recovery with regard to non-maintenance related Generator Fuel Usage, and
that there is no intent for Tenant’s Generator Fuel Payment to include any element of profit to
Landlord in connection therewith.




          3.5.5 Tenant’s Additional Rent Audit Right. Landlord shall keep complete books and records
regarding all Additional Rent charges made by Landlord hereunder. All such records pertaining to a
particular calendar year shall be retained for at least one (1) full calendar year after the
expiration of such particular calendar year (i.e., all such records pertaining to the calendar year
2012 shall be retained at least until the end of the calendar 2013). Tenant shall have the right,
once per twelve (12) month period during the Term, to audit the applicable Additional Rent records
of Landlord to confirm that the Additional Rent charges billed to Tenant conform to the provisions
of this Lease. Such right, as it relates to any calendar year, shall be exercisable by Tenant
within one (1) year after the expiration of such calendar year. Landlord shall cooperate with
Tenant during each such audit in providing Tenant reasonable access to Landlord’s books and records
for the calculation of such items of Additional Rent during normal business hours to enable Tenant
to audit such books and records. If the audit discloses any overpayment on the part of Tenant,
then Tenant shall be entitled to a credit on the next succeeding installment of Additional Rent,
following Landlord’s confirmation of the correctness of such audit conclusions, for an amount equal
to the overcharge, and such credit shall be extended to succeeding installments of Additional Rent
in the event such overcharge exceeds the amount of the next succeeding such installment. In the
event the Term of this Lease has expired or been earlier terminated, then Tenant shall be entitled
to a refund of such excess from Landlord within thirty (30) days after Landlord’s confirmation of
the correctness of such audit conclusions. In





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addition, in the event such audit by Tenant discloses such an overcharge in excess of ten percent (10%) of the
amount payable pursuant to this Lease, then Landlord shall pay to Tenant the reasonable costs
and expenses of such audit, not to exceed Five Thousand and No/100 Dollars ($5,000.00) for any
particular audit.



4. TAXES.




     4.1 Taxes — Equipment. Tenant shall be liable for and shall pay before delinquency all Taxes
— Equipment. If any such Taxes — Equipment are levied or assessed against Landlord or the
Property, and if Landlord elects to pay the same, Tenant shall pay to Landlord as Additional Rent,
within thirty (30) days of Landlord’s demand therefor, that part of such Taxes — Equipment for
which Tenant is liable hereunder. In the event that Tenant desires to contest such Taxes —
Equipment, Landlord agrees to reasonably cooperate with Tenant in connection therewith at Tenant’s
cost.



     4.2 Taxes — Other. Tenant shall pay to Landlord, as Additional Rent and within thirty (30)
days of Landlord’s demand therefor, and in such manner and at such times as Landlord shall direct
from time to time by written notice to Tenant all Taxes — Other.



          4.2.1 Landlord represents and warrants that, to the best of Landlord’s Actual Knowledge, (a)
no Taxes-Other are due or payable with regard to this Lease as of the Effective Date of this Lease;
and (b) no Taxes-Other will be due or payable with regard to this Lease with regard to the calendar
year in which the Effective Date occurs.



5. INTENTIONALLY DELETED.



6. PERMITTED USE; COMPLIANCE WITH RULES AND LAWS; HAZARDOUS MATERIALS.




     6.1 Permitted Use. Tenant shall use the Tenant Space only for the Permitted Use. Any other
use of the Tenant Space is subject to Landlord’s prior written consent, which consent may be
withheld or conditioned in Landlord’s sole and absolute discretion.



          6.1.1 Limitations on Permitted Use. Tenant agrees that neither Tenant, nor any other Tenant
Party, may use the Tenant Space, or operate within the Tenant Space and/or the Building, in any
manner, which: (i) causes or is reasonably likely to cause damage to the Property, the Building,
the Tenant Space or any Building System; (ii) will invalidate or otherwise violate a requirement or
condition of any fire, extended coverage or any other insurance policy covering the Property, the
Building, and/or the Tenant Space, or the property located therein, or will increase the cost of
any of the same; (iii) constitutes a nuisance and/or otherwise unreasonably and materially
interferes with other tenants’ or occupants’ use of space in the Building or otherwise at the
Property, and/or any equipment, facilities or systems of any such tenant or occupant; (iv)
unreasonably and materially interferes with the transmission or reception of microwave, television,
radio, telephone, or other communication signals by antennas or other facilities located at the
Property. Additionally, and notwithstanding anything to the contrary contained in this Section
6.1, Tenant agrees that neither Tenant, nor any other Tenant Party, may (a) operate a meet-me room
in the Tenant Space or any other portion of the Building, (b) provide MMR Services in the Tenant
Space or any other portion of the Building, or (c) refer to the Tenant Space as a “meet-me room”.
Tenant agrees to reimburse Landlord for any losses, costs or damages caused by unauthorized parties
who gain access to the Tenant Space or the Building through access cards, keys or other access
devices provided to Tenant (or any other Tenant Party) by Landlord. Tenant agrees to reimburse
Landlord, as Additional Rent, for any additional insurance premium charged by Landlord’s insurance
carrier for any insurance policy by reason of Tenant’s failure to comply with the provisions of
this Section 6.1.1.




          6.2 Datacenter Rules and Regulations. Tenant’s Permitted Use shall be subject to, and Tenant,
and all other Tenant Parties, shall comply fully with the Datacenter Rules and Regulations.
Landlord shall have the right, from time-to-time, to change, amend and/or supplement the Datacenter
Rules and Regulations as may be deemed by Landlord, in the exercise of its sole but good faith
discretion, advisable for the safety, care and/or cleanliness of the Tenant Space, the Building
and/or the Property, and/or for the preservation of good order in any of same; provided, however,
that such changes to the Datacenter Rules and Regulations may not increase Tenant’s monetary
obligations under this Lease or unreasonably interfere with Tenant’s Permitted Use of the Tenant
Space.




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In the event of a conflict between the Datacenter Rules and Regulations and the terms of
this Lease, the terms of this Lease shall govern. Tenant shall be responsible for causing the
other Tenant Parties to comply with the Datacenter Rules and Regulations. Landlord shall notify Tenant in writing when changes are made to
Datacenter Rules and Regulations.




     6.3 Compliance with Laws; Hazardous Materials.



          6.3.1 Compliance with Laws. Tenant, at Tenant’s sole cost and expense, shall timely take all
action required to cause all Alterations and Tenant’s (and all other Tenant Parties’) use of the
Tenant Space to comply at all times during the Term of this Lease in all respects with all
Applicable Laws; provided, however, that in no event shall Tenant be obligated to make improvements
of a capital nature to the Premises, Building or Property except to correct work performed by
Tenant or its contractors.




               6.3.1.1 Landlord represents and warrants to Tenant that, as of the Effective Date (a) to the
best of Landlord’s Actual Knowledge, the Building and the Premises are in material compliance with
all Applicable Laws, including the requirements of all easement and encumbrance documents; (b) the
Permitted Use of the Premises are permitted at the Property; (c) Landlord holds fee simple title to
the Property, subject to all matters of record, and (as of the Effective Date) subject to no
mortgage; (d) Landlord has full power and authority to enter into this Lease and has obtained all
consents and taken all actions necessary to enable Landlord to do so; and (e) to the best of
Landlord’s Actual Knowledge, no other party has any possessory right to the Premises or has claimed
the same.



          6.3.1.2 Except for the extent of Tenant’s obligations with regard to compliance with
Applicable Laws set forth in Section 6.3.1, above, Landlord covenants to timely take all action
required to cause the Building and the Premises to be in material compliance with all Applicable
Laws, including the requirements of all applicable easement and encumbrance documents throughout
the Term.




          6.3.2 Hazardous Materials. Tenant agrees that neither Tenant, nor any other Tenant
Party, shall Handle any Hazardous Materials in the Tenant Space or any portion of the Building or
the Property. Additionally, Tenant agrees that neither Tenant, nor any other Tenant Party, shall
use the Tenant Space in any manner which may directly or indirectly lead to any non-compliance with
any Environmental Law.




               6.3.2.1 Landlord hereby represents and warrants to Tenant that, to the best of Landlord’s
Actual Knowledge, as of the Effective Date, (a) neither the Property, nor the Building nor the
Tenant Space contain any Hazardous Materials, other than those amounts and types of Hazardous
Materials (e.g., the battery acid contained within the Building’s batteries) that are utilized in
the ordinary course of operating the Building, (b) neither the Property, nor the Building nor the
Tenant Space contain Hazardous Materials at levels or in conditions that are in violation of
applicable Environmental Laws, (c) no underground storage tanks are located on the Property, (d) no
Claims or actions of any sort have been brought against Landlord concerning Hazardous Materials on
the Property, and (e) no investigations have been initiated against Landlord concerning Hazardous
Materials on the Property.



               6.3.2.2 Landlord shall indemnify, defend upon demand with counsel reasonably acceptable to
Tenant and hold Tenant harmless from and against, any liabilities, losses, claims, demands,
interest, penalties, fines, attorneys’ fees, experts’ fees, court costs, remediation costs, and
other expenses actually incurred by Tenant as a result of the presence of any Hazardous Materials
in, on, about, under or emanating from the Premises or Property as of the Effective Date of this
Lease.



     6.4 Electricity Consumption Threshold. Tenant’s actual electricity consumption for the
Premises, as reasonably determined by Landlord pursuant to such measurement method or methods as
Landlord shall employ from time to time (including, without limitation, the use of sub-meters
and/or pulse meters, electrical surveys and/or engineer’s estimates), shall not at any time, exceed
the Electricity Consumption Threshold for the respective Suite. The power drawn by all of Tenant’s
Personal Property located in a Suite shall be included in the calculation of Tenant’s actual
electricity consumption for such Suite. In the event that an ECT Overage occurs, Tenant agrees to
take immediate action to cause power consumption in each Suite to be at or below the Electricity
Consumption Threshold for the respective Suite.



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     6.5 Maximum Structural Load. Tenant shall not place a load upon the Premises or the Building
exceeding the Maximum Structural Load.


7. ACCESS CONTROL; LANDLORD’S ESSENTIAL SERVICES; INTERRUPTION OF SERVICES.




     7.1 Access Control. Landlord will provide Landlord’s Access Control Systems during the Term
of this Lease. Landlord reserves the right, but without assuming any duty, to institute additional
access control measures in order to further control and regulate access to the Building or any part
thereof. Landlord shall not, under any circumstances, be responsible for providing or supplying
security services to the Tenant Space or any part of the Building in excess of the Landlord’s
Access Control Systems (and, unless expressly agreed in writing by Landlord, Landlord shall not
under any circumstances be deemed to have agreed to provide any access control services in
excess of the above specified Landlord’s Access Control Systems). Tenant acknowledges and agrees
that the activities of all persons in the Building are and shall be subject to surveillance by
video camera and/or otherwise by Landlord’s agents and employees.



          7.1.1 In connection with Landlord’s Access Control Systems, Landlord agrees to maintain an
authorized “access list” for the Tenant. Landlord agrees to use commercially reasonable efforts to
perform “adds to” and “removals from” such authorized “access list” within one (1) hour after
receiving any written notice of such request that is provided between the hours of 8:00 am and 5:00
pm on business days.




          7.1.2 Landlord agrees (a) to retain the recordings of the Common Area’s video surveillance
system for at least a rolling period of thirty (30) consecutive days, and (b) to provide Tenant
access to such recordings within a reasonable period (being no more than 2 business days) following
Landlord’s receipt of written request for access to same.




     7.2 Landlord’s Essential Services. Landlord’s agreement to provide Landlord’s Essential
Services and Tenant’s remedies for Interruptions of Landlord’s Essential Services, are described on
Exhibit “F”, attached hereto.



     7.3 Interruption of Services. Landlord shall not be liable or responsible to Tenant for any
loss, damage or expense of any type which Tenant may sustain or incur if the quantity or character
of the utility-provided electric service is changed, is no longer available, or is no longer
suitable for Tenant’s requirements, except as expressly set forth on Exhibit “F”, attached hereto,
with regard to Interruptions of Landlord’s Essential Services. Additionally, except as
expressly set forth on Exhibit “F”, attached hereto, with regard to Interruptions of Landlord’s
Essential Services, no interruption or malfunction of any electrical or other service to the
Premises, or to any other portion of the Building or Property, shall, in any event, (i) constitute
an eviction or disturbance of Tenant’s use and possession of the Tenant Space, (ii) constitute a
breach by Landlord of any of Landlord’s obligations under this Lease, (iii) render Landlord liable
for damages of any type or entitle Tenant to be relieved from any of Tenant’s obligations under
this Lease (including the obligation to pay Base Rent, Additional Rent, or other charges), (iv)
grant Tenant any right of setoff or recoupment, (v) provide Tenant with any right to terminate this
Lease, or (vi) make Landlord liable for any injury to or interference with Tenant’s business or any
punitive, incidental or Consequential Damages, whether foreseeable or not, whether arising from
or relating to the making of or failure to make any repairs, alterations or improvements, or
whether arising from or related to the provision of or failure to provide for or to restore any
service in or to any portion of the Property or the Building. In the event of the interruption
of any such service, however, Landlord shall employ commercially reasonable efforts to restore such
service or cause the same to be restored in any circumstances in which such restoration is within
the reasonable control of Landlord.



     7.4 SAS-70 Reporting. Landlord agrees to reasonably cooperate with Tenant, at no cost to
Tenant, in regards to Tenant’s conduct of any audit of (a) Tenant’s operations in the Tenant Space
and/or (b) the maintenance and operation of the Building, performed in accordance Statement on
Auditing Standards Number 70, as promulgated by the American Institute of Certified Public
Accountants (a “SAS 70 Audit”), or similar regulations, including by providing reasonable access to
Landlord’s records with respect to the maintenance and operation of the Building. Additionally, in
the event that Landlord causes a SAS 70 Audit to be performed with regard to (a) or (b), above,
during the Term of the Lease, Landlord agrees to provide Tenant (within thirty (30) days after
Landlord’s receipt of same) a copy of the final report that Landlord receives as a result of each
such SAS 70 Audit, except that



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Landlord shall be permitted to redact from each such report any information that relates to
(i) any premises in the Building other than the Premises; and/or (ii) any tenant in the Building
other than Tenant. Upon request, but no more than one time per calendar year, in the event
Landlord completes a SAS 70 Audit as described above, Tenant may request that Landlord provide a
letter (in a form reasonably acceptable to Landlord) addressed to Tenant that provides assurances
as to whether there have been any changes in the internal control environment since the date of the
last SAS 70 Audit




     7.5 Self-Help Restriction. Landlord and Tenant acknowledge and agree that, due to the
“shared” nature of the Building and the electrical and mechanical infrastructure serving same,
Tenant shall not have the right to perform any of Landlord’s maintenance and/or repair obligations
under Section 8.1, below (such a right is referred to herein as a “Self-Help Right”).


8. MAINTENANCE; ALTERATIONS; REMOVAL OF TENANT’S PERSONAL PROPERTY.




     8.1 Landlord’s Maintenance. Except as expressly provided in this Section 8.1, Landlord shall
have no obligation to repair and/or maintain the Tenant Space. Landlord will maintain and keep in
good repair at Landlord’s sole cost and expense the Pathway, the PDUs serving the Premises,
Landlord’s Access Control Systems, the HVAC system and plumbing, if any, serving the Premises, the
UPS Plant serving the Premises, the Back-Up Power, the fire suppression systems serving the
Premises, the Common Area cable management systems (comprised of ladder racks, fiber trays,
under-floor cable trays and other similar equipment located within the Common Areas that are
installed for the benefit of all tenants of the Building), the floors and foundation of the
Building, the exterior walls and windows of the Building, the roof of the Building, the Common
Areas, and the Common Area HVAC system within the Building.



          8.1.1 PM Standards. Tenant acknowledges that Landlord’s PM Standards shall be updated on at
least an annual basis. Landlord shall provide Tenant with Landlord’s PM Schedule as far in advance
as is reasonably practicable. Landlord agrees to perform the PM Activities and to substantially
adhere to the then current PM Schedule in connection with such performance.




          8.1.2 Tenant’s PM Audit. During the Term, Tenant shall have the right, once per rolling six
(6) month period, to perform a PM Audit. Tenant shall exercise the foregoing right by delivering
its PM Audit Notice to Landlord no less than thirty (30) days before the date upon which Tenant
desires to perform its PM Audit. The PM Audit Notice must detail the equipment for which Tenant
wishes to inspect the PM Books and Records. Any such PM Audit shall be performed during Landlord’s
normal business hours at a time and location within the Building reasonably designated by Landlord.
Landlord shall respond to Tenant’s PM Audit Notice within five (5) business days after Landlord’s
receipt of Tenant’s PM Audit Notice with the date, time and location of Tenant’s PM Audit. If
Tenant’s PM Audit reveals that Landlord is delinquent in complying with the PM Schedule, Tenant
shall deliver written notice to Landlord of such delinquency, and Landlord shall cure such
delinquency within the time allowed pursuant to Section 16.1.1 of this Lease.




     8.2 Tenant’s Maintenance. During the Term of this Lease, Tenant shall, at Tenant’s sole cost
and expense, maintain the Tenant Space and Tenant’s equipment therein in good order and in a clean
and safe condition. If Tenant fails to perform its covenants of maintenance and repair hereunder,
or if Tenant or any of Tenant’s technicians or representatives physically damages the Property, the
Building or any portion of any of the above, or the personal property of any other tenant or
occupant, or causes an interruption of services to the Premises and/or in the Building, Landlord
may, but shall not be obligated to, perform all necessary or appropriate maintenance and repair,
and any amounts expended by Landlord in connection therewith, plus an administrative charge of ten
percent (10%) of such amounts, shall be reimbursed by Tenant to Landlord as Additional Rent within
thirty (30) days after Landlord’s demand therefor.



     8.3 Alterations.



          8.3.1 Notwithstanding any provision in this Lease to the contrary, Tenant shall not make or
cause to be made any Alterations to the Tenant Space or any other portion of the Building or
Property without the prior written consent and approval of Landlord, which consent shall not be
unreasonably withheld, conditioned or delayed. The foregoing notwithstanding, Landlord’s consent
shall not be required for any usual and customary installations, repairs, maintenance, and removals
of electrical distribution equipment downstream of the PDUs in the





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Premises, equipment and telecommunication cables within the Tenant Space if and to the extent
that such installations, repairs, maintenance, and removals (i) are usual and customary within the
industry, (ii) are in compliance with the Datacenter Rules and Regulations, and (iii) will not
adversely affect the Building’s structure, the provision of services to other Building tenants, or
the Building’s electrical, plumbing, HVAC, life safety or mechanical systems. Landlord and Tenant
acknowledge and agree that (a) Landlord’s Installations are hereby deemed to be Alterations
hereunder; and (b) all Landlord’s Installations shall be left as part of the Tenant Space, upon the
expiration or earlier termination of this Lease, in good and operable condition, ordinary wear and
tear and damage by fire or other casualty excepted.




          8.3.2 Each request for Alterations consent must contain one (1) full size hard copy of all
drawings together with one (1) full set of drawings on CD.




          8.3.3 In any instance where Tenant desires to conduct Alterations, Tenant’s contractors,
laborers, material men and others furnishing labor or materials for Tenant’s job must work in
harmony, and not interfere, with any labor utilized by Landlord, Landlord’s contractors or
mechanics or by any other tenant or such other tenant’s contractors or mechanics; and if at any
time such entry by one (1) or more persons furnishing labor or materials for Tenant’s work shall
cause disharmony or interference for any reason whatsoever without regard to fault, the consent
granted by Landlord to Tenant and/or the express or implied permission for such persons to enter
the Premises may be withdrawn at any time upon written notice to Tenant. Additionally, all such
contractors, laborers, material men and others must obtain (and provide Landlord evidence of) such
insurance as Landlord may reasonably require, prior to any such entry; provided that, in no event
shall such insurance requirements exceed those that are described on
Exhibit “B-1”, attached
hereto.




     8.4 Removal of Tenant’s Personal Property. Tenant agrees that, upon the expiration or earlier
termination of this Lease, Tenant shall at Tenant’s sole cost and expense, promptly remove all of
Tenant’s Personal Property, and shall restore those portions of the Building and/or the Tenant
Space damaged by such removal of (or by the initial installation of) such Tenant’s Personal
Property to their condition existing immediately prior to the installation or placement of such
items (including, without limitation, the replacement of all damaged floor tiles in the Premises),
ordinary wear and tear and damage by fire or other casualty excepted. If Tenant fails to promptly
remove any such Tenant’s Personal Property pursuant to this Section 8.4, Landlord shall have the
right to cause the removal of such Tenant’s Personal Property and the restoration of those portions
of the Building and/or the Tenant Space damaged by such removal to their condition existing
immediately prior to the installation or placement of such Tenant’s Personal Property, ordinary
wear and tear excepted, in which case Tenant agrees to reimburse Landlord within thirty (30) days
of Landlord’s demand therefor, for all of Landlord’s actual and reasonable out of pocket costs of
removal and restoration plus an administrative fee equal to five percent (5%) of such costs.


9. CASUALTY EVENTS; TAKINGS; INSURANCE.




     9.1 Casualty Events; Takings.



          9.1.1 Casualty Events. If, during the Term of this Lease, any portion of the Building or the
Tenant Space shall be damaged or destroyed, in whole or in part, by a Casualty Event, Landlord
shall, subject to the terms of this Section 9.1.1, and Sections 9.1.1.1 and 9.1.1.2, below, cause
the Casualty Repair to occur. Landlord shall provide the Casualty Repair Notice to Tenant as soon
as is reasonably practicable following the Casualty Event. For the avoidance of doubt, however,
such repair and reconstruction obligation shall not be deemed to include any obligation on the part
of Landlord with regard to any Alteration, other than Landlord’s Installations, nor any of Tenant’s
Personal Property.




               9.1.1.1 Landlord’s Termination Right. Notwithstanding the foregoing, in the event that the
Repair Period-Estimated exceeds ninety (90) days, Landlord shall have the right to terminate this
Lease by, and effective upon, written notice to Tenant as part of the Casualty Repair Notice.



               9.1.1.2 Tenant’s Termination Right. If (a) a Casualty Event causes damage to the Tenant
Space, or (b) a Casualty Event causes damage to the Building, such that Tenant is prevented from
accessing the Premises or Tenant’s use of the Premises/Pathways for the Permitted Use is materially
impaired, then Tenant shall have the right to terminate this Lease by, and effective upon, written
notice to Landlord if (i) the Repair Period-Estimated exceeds ninety (90) days (in which case
Tenant must provide written notice to Landlord of such



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termination within sixty (60) days after Tenant’s receipt of the Casualty Repair Notice), or
(ii) the Repair Period-Actual exceeds ninety (90) days (in which case Tenant must provide written
notice to Landlord of such termination prior to the one hundredth (100th) day of the
Repair Period-Actual).




               9.1.1.3 Casualty-Complete. The foregoing notwithstanding, in the event of a
Casualty-Complete, this Lease shall automatically terminate as of the date of the
Casualty-Complete.



               9.1.1.4 Base Rent Abatement — Casualty Events. In the event that this Lease is terminated
pursuant to Sections 9.1.1.1, 9.1.1.2 or 9.1.1.3, above, Landlord shall refund to Tenant any
prepaid Base Rent, less any sum then owing to Landlord by Tenant. If, however, this Lease is not
terminated pursuant to any of said Sections, Base Rent shall be abated proportionately during the
Repair Period-Actual to the extent that the Tenant Space (i) is unfit for use by Tenant in the
ordinary conduct of Tenant’s business, and (ii) actually is not used by Tenant.



          9.1.2 Takings.




               9.1.2.1 Total Taking. If all or substantially all of the Tenant Space, the Building or the
Property shall be the subject of a Taking, this Lease shall terminate as of the date of the vesting
of title in the condemning authority.



               9.1.2.2 Partial Taking. If only a part of the Tenant Space, the Building or the Property
shall be the subject of a Taking, this Lease shall continue in full force and effect, subject to
the terms of Sections 9.1.2.3-9.1.2.7, below.



               9.1.2.3 Landlord’s Termination Right — Partial Taking. If the part of the Building or the
Property that is taken or condemned as part of the Taking contains a part of the Tenant Space, the
Building or the Property that, in Landlord’s reasonable discretion, is material to the operation of
the Tenant Space, Landlord may terminate this Lease by notice to Tenant given within sixty (60)
days following the date upon which Landlord received notice of such Taking. If Landlord so
notifies Tenant, this Lease shall terminate upon the date set forth in the notice, which date shall
not be more than thirty (30) days following the giving of such notice.



               9.1.2.4 Tenant’s Termination Right — Partial Taking. If the part of the Building or the
Property that is taken or condemned as part of the Taking contains any portion of the Premises that
existed immediately prior to such Taking, or if, by reason of such Taking, Tenant no longer has
reasonable means of access to the Tenant Space or Tenant’s Permitted Use of the Premises is
materially impaired, Tenant may terminate this Lease by notice to Landlord given within sixty (60)
days following the date upon which Tenant received notice of such Taking. If Tenant so notifies
Landlord, this Lease shall terminate upon the date set forth in the notice, which date shall not be
more than thirty (30) days following the giving of such notice.



               9.1.2.5 Restoration — Taking. If this Lease shall not have been terminated pursuant to
Sections 9.1.2.3 or 9.1.2.4, above, Landlord, at Landlord’s expense, shall, as soon as is
reasonably practicable, restore that part of the Tenant Space that was not taken or condemned as
part of the Taking to a self-contained rental unit substantially equivalent (with respect to
character, quality, appearance and services) to that which existed immediately prior to occurrence
of the Taking, excluding Tenant’s Personal Property; provided, however, that in the event Tenant
receives an award for Tenant’s Alterations, such amounts shall be applied towards the restoration
of such items.



               9.1.2.6 Base Rent Abatement — Taking. In the event that this Lease is terminated pursuant to
Sections 9.1.2.1, 9.1.2.3 or 9.1.2.4, above, Landlord shall refund to Tenant any prepaid Base Rent,
less any sum then owing to Landlord by Tenant. If, however, this Lease is not terminated pursuant
to any of said Sections, Base Rent shall be reduced proportionately to the extent that the Premises
is reduced as a result of the Taking.



               9.1.2.7 Taking Award Rights. Landlord reserves the right to receive the entirety of the
condemning authority’s award related to a Taking of any portion of the Property. The foregoing
notwithstanding, in the event that this Lease is terminated in connection with any Taking, Landlord
expressly permits Tenant to make a separate claim against the condemning authority, in any
appropriate proceeding, for the value of Tenant’s



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unamortized, but taken, leasehold improvements or other improvements to the Tenant Space made
by Tenant and for Tenant’s moving expenses related to such Taking, but only if such claim and/or
recovery does not reduce the condemnation/taking award otherwise payable to Landlord in connection
with such Taking. If any such award that is made, or compensation that is paid, to either party
specifically includes an award or amount for the other, the party first receiving the same shall
promptly make an accounting of same to the other.




     9.2 Tenant’s Remedy. Tenant’s termination rights and rights to Base Rent abatement, to the
extent provided above in this Article 9, shall be Tenant’s sole and exclusive remedies in the event
of a Casualty Event or Taking.



     9.3 Tenant’s Insurance. Tenant shall, at Tenant’s expense, procure and maintain throughout
the Term of this Lease a policy or policies of insurance in accordance with the terms and
requirements set forth in Exhibit “B-1” to this Lease. All of Tenant’s insurance policies with
respect to the Tenant Space shall be endorsed so as to include a waiver of subrogation in
accordance with and to the full extent of Tenant’s waiver of claims with respect to the Landlord
Group set forth in Section 14.1.1 of this Lease.



          9.3.1 The commercial general liability policies procured by Tenant hereunder shall name
Landlord and Landlord’s managing agent, and any Holders designated by Landlord as additional
insureds. Prior to occupying the Tenant Space, and prior to the expiration of each such policy,
Tenant shall submit to Landlord certificates of insurance evidencing such policies (and the
applicable renewals thereof) being in effect. All insurance policies procured hereunder shall
contain a provision stating that the insurer shall endeavor to provide at least thirty (30) days’
written notice to Landlord and all others named as additional insureds prior to any cancellation or
material modification of such policy.




     9.4 Landlord’s Insurance. Landlord shall, at Landlord’s expense, procure and maintain
throughout the Term of this Lease a policy or policies of insurance in accordance with the terms
and requirements set forth in Exhibit “B-2” to this Lease. Each of such insurance policies shall
be endorsed so as to include a waiver of subrogation in accordance with and to the full extent of
Landlord’s waiver of claims with respect to the Tenant Group set forth in Section 14.1.2 of this
Lease. For the avoidance of doubt, however, Landlord and Tenant acknowledge and agree that, in no
event, shall Landlord be obligated to carry any insurance covering any of Tenant’s Personal
Property, any Alteration to the Tenant Space made by or on behalf of Tenant, or covering any Tenant
Party.


10. TRANSFERS.




     10.1 Restrictions on Transfers; Landlord’s Consent. Except as otherwise expressly set forth
in Section 10.1.1 and Section 10.5, below, to the contrary, Tenant shall not effect a Transfer,
without Landlord’s express prior written consent, which consent shall not be unreasonably withheld,
conditioned or delayed. Except as otherwise expressly set forth in this Lease, no Transfer
(whether voluntary, involuntary or by operation of law) shall be valid or effective without
Landlord’s prior written consent and, at Landlord’s election, any such Transfer or attempted
Transfer shall constitute an Event of Default by Tenant under Section 15.1.2 of this Lease.



          10.1.1 Permitted Transfer. Notwithstanding anything to the contrary in this Lease, Tenant
may, without the consent of Landlord (and without being subject to Landlord’s recapture rights
under Section 10.3, below) undertake Permitted Transfers.




     10.2 Notice to Landlord. If Tenant desires to make any Transfer (other than a Permitted
Transfer, for which Tenant must merely notify Landlord prior to the occurrence of same), then at
least ten (10) business days (but no more than one hundred eighty (180) days) prior to the proposed
effective date of the Transfer, Tenant shall submit a Transfer Notice to Landlord. If, thereafter,
Tenant modifies any of the terms and conditions relevant to a proposed Transfer specified in the
Transfer Notice, Tenant agrees to re-submit such Transfer Notice to Landlord for its consent
pursuant to all of the terms and conditions of this Article 10.



     10.3 Landlord’s Recapture Rights. Except with regard to a Permitted Transfer, at any time
within ten (10) business days after Landlord’s receipt of all (but not less than all) of the
information and documents described in Section 10.2, Landlord shall have the right (but not the
obligation), exercisable by written notice to Tenant, to elect to cancel and terminate this Lease.




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     10.4 No Release; Subsequent Transfers. No Transfer (whether or not a Permitted Transfer)
will release the undersigned Tenant from Tenant’s obligations under this Lease or alter the primary
liability of the undersigned Tenant to pay the Rent and to perform all other obligations to be
performed by Tenant hereunder. In no event shall the acceptance of any payment by Landlord from
any other person be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord
to one Transfer will not be deemed consent to any subsequent Transfer. In the event of breach by
any Transferee in the performance of any of the terms hereof, Landlord may proceed directly against
the undersigned Tenant without the necessity of exhausting remedies against such Transferee.



     10.5 Colocation. Landlord acknowledges that the business to be conducted by the undersigned
Tenant in the Premises may require Tenant to enter into Colocation Agreements that will permit
Colocation Parties to engage in Colocation Activities. Landlord expressly agrees that Tenant may,
without the need for Landlord’s consent, enter into such Colocation Agreements; provided, however,
that (a) the Colocation Agreements, and each Colocation Party’s use of the Tenant Space, must
comply with the terms of this Lease (including the Datacenter Rules and Regulations) and all
Applicable Laws; (b) the Colocation Agreements, and the Colocation Parties’ rights thereunder,
shall be subject and subordinate at all times to this Lease and all of its provisions, covenants
and conditions; and (c) in no event may the rights of any Colocation Party, vis a vis the members
of the Landlord Group, be greater than the rights of Tenant hereunder. Anything to the contrary
contained herein notwithstanding, Landlord and Tenant acknowledge and agree that the Colocation
Agreements shall not constitute, or be deemed to be, the grant of a leasehold interest, or
otherwise constitute, or be deemed to be, a real property interest.



     10.6 Excess Rent. Landlord and Tenant agree that, if Tenant assigns this Lease, or subleases
any part of the Tenant Space, for any Excess Rent, then Tenant shall pay to Landlord, as Additional
Rent, fifty percent (50%) of any such Excess Rent immediately upon Tenant’s receipt thereof.


11. ESTOPPEL CERTIFICATES. At any time and from time to time, within fifteen (15) days after
written request by Landlord, Tenant shall execute, acknowledge and deliver to Landlord a statement
in writing certifying all matters relating to this Lease reasonably requested by Landlord and/or
any prospective purchaser of the Building and/or the Property and/or any Holder. Tenant
acknowledges and agrees that any statement delivered (or to be delivered) pursuant to this Article
11 may be relied upon by Landlord and any prospective purchaser of the Building and/or the Property
and by any current and/or prospective Holder, and any assignee of any such Holder.



12. SUBORDINATION AND ATTORNMENT; HOLDER RIGHTS.




     12.1 Subordination and Attornment. Without the necessity of any additional document being
executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or
any Holder, this Lease will be subject and subordinate at all times to all Security Documents,
which may now exist or hereafter be executed which constitute a lien upon or affect the Property or
any portion thereof, or Landlord’s interest and estate in any of said items. Notwithstanding the
foregoing, Landlord reserves the right to subordinate (or cause the subordination of) any such
Security Documents to this Lease. In the event of any termination or transfer of Landlord’s estate
or interest in the Property, the Building or the Tenant Space by reason of any termination or
foreclosure of any such Security Documents (and notwithstanding any subordination of such Security
Document to this Lease that may or may not have occurred), at the election of Landlord’s successor
in interest, Tenant agrees to attorn to and become the tenant of such successor, in which event
Tenant’s right to possession of the Property will not be disturbed as long as Tenant is not in
default under this Lease beyond applicable notice or cure periods. Tenant hereby waives any right
under any Applicable Law or otherwise to terminate or otherwise adversely affect this Lease and the
obligations of Tenant hereunder in the event of any termination or transfer of Landlord’s estate or
interest in the Property, the Building or the Tenant Space by reason of any termination or
foreclosure of any such Security Documents. Tenant covenants and agrees to execute and deliver,
within fifteen (15) days of receipt thereof, and in the form reasonably required by Landlord or any
Holder, any additional documents evidencing the priority or subordination of this Lease and
Tenant’s agreement to attorn with respect to any such Security Document; provided, however, any
such agreement subordinating this Lease to such lease, mortgage or deed of trust shall contain a
non-disturbance provision that is reasonably acceptable to such Holder, Landlord and Tenant in
accordance with Section 12.3, below.



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     12.2 Holder Protection. Tenant agrees to give each Noticed Holder, by registered or certified
mail, a copy of any notice of default served upon the Landlord by Tenant. Tenant further agrees
that if Landlord shall have failed to cure such default within thirty (30) days after such notice
to Landlord (or if such default cannot be cured or corrected within that time, then within such
additional time as may be necessary if Landlord has commenced such cure within such thirty (30)
days and is diligently pursuing the remedies or steps necessary to cure or correct such default),
then, prior to Tenant pursuing any remedy for such default provided hereunder, at law or in equity,
any Noticed Holder shall have an additional thirty (30) days within which to cure or correct such
default (or if such default cannot reasonably be cured or corrected within that time, then such
additional time as may be necessary if the Noticed Holder has commenced within such thirty (30)
days and is diligently pursuing the remedies or steps necessary to cure or correct such default).



     12.3 SNDA. Simultaneously with execution of this Lease if the Building is subject to any
Security Document, or if the Building is not so subject as of the Effective Date, then at any time
that the Building is hereafter made subject to any Security Document(s), Landlord shall use
commercially reasonable good faith efforts to cause the Holder to deliver an SNDA to Tenant.
Notwithstanding anything herein to the contrary, the subordination of this Lease to any Security
Document hereafter placed upon the Building, and Tenant’s agreement to attorn to the Holder as
provided in this Article 12, shall be conditioned upon the Holder entering into an SNDA.


13. SURRENDER OF TENANT SPACE; HOLDING OVER.




     13.1 Tenant’s Method of Surrender. Upon the expiration of the Term of this Lease, or upon any
earlier termination of this Lease or the termination of Tenant’s right to possess the Tenant Space,
Tenant shall, subject to the provisions of this Article 13 and Section 8.4, quit and surrender
possession of the Tenant Space to Landlord in good working order and clean condition, ordinary wear
and tear excepted.



          13.1.1 Surrender of Suite 1.5 Tenant Space. Notwithstanding the foregoing, no later than the
Suite 1.5 Expiration Date, Tenant shall, subject to the provisions of this Article 13 and Section
8.4, quit and surrender possession of the Suite 1.5 Tenant Space to Landlord in good working order
and clean condition, ordinary wear and tear excepted.




     13.2 Disposal of Tenant’s Personal Property. If any property not belonging to Landlord
remains in the Tenant Space after the expiration of, or within fifteen (15) days after any earlier
termination of, the Term of this Lease or the termination of Tenant’s right to possess the Tenant
Space, Tenant shall be deemed to have abandoned such property and to have authorized Landlord to
make such disposition of such property as Landlord may desire without liability for compensation or
damages to Tenant or any other Tenant Party.



     13.3 Holding Over. If Tenant should remain in possession of all or any portion of the Tenant
Space after the expiration of the Term of this Lease (or any earlier termination of this Lease or
the termination of Tenant’s right to possess the Tenant Space), without the execution by Landlord
and Tenant of a new lease or an extension of the Term of this Lease, then Tenant shall be deemed to
be occupying the entire Tenant Space as a tenant-at-sufferance, upon all of the terms contained
herein, except as to term and Base Rent and any other provision reasonably determined by Landlord
to be inapplicable. During any such holdover period, Tenant shall pay to Landlord a monthly Base
Rent in an amount equal to one hundred fifty percent (150%) of the Base Rent payable by Tenant to
Landlord during the last month of the Term of this Lease and one hundred percent (100%) of the
Additional Rent payable by Tenant to Landlord during the last month of the Term of this Lease. The
monthly rent payable for such holdover period shall in no event be construed as a penalty or as
liquidated damages for such retention of possession, nor shall such monthly rent be considered to
be any form of Consequential Damages related to such retention of possession. Neither any
provision hereof nor any acceptance by Landlord of any rent after any such expiration or earlier
termination shall be deemed a consent to any holdover hereunder or result in a renewal of this
Lease or an extension of the Term, or any waiver of any of Landlord’s rights or remedies with
respect to such holdover. As such, and notwithstanding any provision to the contrary contained
herein, Landlord expressly reserves the right to require Tenant to surrender possession of the
Tenant Space upon the expiration of the Term of this Lease or upon the earlier termination hereof
or at any time during any holdover and the right to assert any remedy at law or in equity to evict
Tenant and collect damages in connection with any such holdover.



-13-









 





          13.3.1 Notwithstanding the foregoing, should Tenant remain in possession of all or any portion
of the Suite 1.5 Tenant Space after the expiration of the Suite 1.5 Term, without the execution by
Landlord and
Tenant of an amendment to this Lease to permit otherwise, then Tenant shall be deemed to be
occupying the Suite 1.5 Tenant Space as a tenant-at-sufferance, upon all the terms contained
herein, except as to term and Suite 1.5 Base Rent and any other provision reasonably determined by
Landlord to be inapplicable. During any such holdover period, Tenant shall pay to Landlord a
monthly Suite 1.5 Base Rent in an amount equal to one hundred fifty percent (150%) of the Suite 1.5
Base Rent payable by Tenant to Landlord during the last month of the Suite 1.5 Term and one hundred
percent (100%) of the Additional Rent payable by Tenant to Landlord, with respect to Suite 1.5,
during the last month of Suite 1.5 Term. The monthly rent payable for such holdover period shall
in no event be construed as a penalty or as liquidated damages for such retention of possession,
nor shall such monthly rent be considered to be any form of Consequential Damages related to such
retention of possession. Neither any provision hereof nor any acceptance by Landlord of any rent
after any such expiration or earlier termination shall be deemed a consent to any holdover
hereunder or result in a renewal of this Lease or an extension of the Suite 1.5 Term, or any waiver
of any of Landlord’s rights or remedies with respect to such holdover. As such, and
notwithstanding any provision to the contrary contained herein, Landlord expressly reserves the
right to require Tenant to surrender possession of the Suite 1.5 Tenant Space upon the expiration
of the Suite 1.5 Term or upon the earlier termination thereof or at any time during any holdover
and the right to assert any remedy at law or in equity to evict Tenant from Suite 1.5 and collect
damages in connection with any such holdover.




     13.4 Survival. The provisions of this Article 13 shall survive the expiration or early
termination of this Lease.


14. WAIVERS; INDEMNIFICATION; CONSEQUENTIAL DAMAGES; LIENS.




     14.1 Waivers.



          14.1.1 Tenant hereby waives its rights against the Landlord Group with respect to any
claims or damages or losses for bodily injury to persons and/or damage to any Tenant’s Personal
Property, which are caused by or result from (i) risks insured against under any insurance policies
which are required to be obtained and maintained by Tenant under this Lease, and were, in fact,
carried by Tenant at the time of such claim, damage, loss or injury, or (ii) risks which would have
been covered under any insurance required to be obtained and maintained by Tenant under this Lease
had such insurance been obtained and maintained as required, including all such claims, damages
and losses, which are caused by or result from the negligence or willful misconduct of any member
of the Landlord Group. The foregoing waivers shall be in addition to, and not a limitation of,
any other waivers or releases contained in this Lease.




          14.1.2 Landlord hereby waives its rights against the Tenant Group with respect to any
claims or damages or losses for bodily injury to persons and/or for damage to the Building, the
Property and/or Landlord’s equipment and fixtures, which are caused by or result from (i) risks
insured against under any insurance policies which are required to be obtained and maintained by
Landlord under this Lease and that were, in fact, carried by Landlord at the time of such claim,
damage, loss or injury, or (ii) risks which would have been covered under any insurance required to
be obtained and maintained by Landlord under this Lease had such insurance been obtained and
maintained as required, including all such claims, damages and losses, which are caused by or
result from the negligence or willful misconduct of any member of the Tenant Group. The
foregoing waivers shall be in addition to, and not a limitation of, any other waivers or releases
contained in this Lease.




     14.2 Indemnification.



          14.2.1 Indemnification by Tenant. To the maximum extent permitted by law, Tenant
hereby agrees to indemnify, defend, and hold harmless Landlord and the other members of the
Landlord Group from and against (and to reimburse Landlord and the other members of the Landlord
Group for) any and all Claims arising from and/or in connection with:




               (i) the use or occupancy of the Tenant Space or any portion of the Building or the Property by
Tenant or any other Tenant Party and/or any person claiming by, through or under Tenant or any
other Tenant Party, including, without limitation:



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                    (a) Claims related to any Colocation Agreement;



                    (b) the acts or omissions of any Colocating Party;



                    (c) the payment (or non-payment) of Taxes — Equipment;



                    (d) the malfunctioning of Tenant’s Security System;



                    (e) Claims related to any of Tenant’s Personal Property;



                    (f) Claims by any Tenant Party (or any individual accessing the Tenant Space on any Tenant
Party’s behalf) for bodily injury;



                    (g) Tenant’s failure to surrender the Tenant Space upon the expiration or any earlier
termination of this Lease or the termination of Tenant’s right to possess the Tenant Space in
accordance with the terms of this Lease; and



                    (h) the removal, exercise of dominion over and/or disposition of any of Tenant’s Personal
Property that is left in the Tenant Space after the expiration of the Term of this Lease in
violation of Section 13.2.



               (ii) the active gross negligence or willful misconduct of Tenant or any other Tenant
Party with respect to the Tenant Space, the Building or the Property;



               (iii) any person or entity, other than the Tenant’s Broker listed in Item 13 of the Basic
Lease Information, making a claim for any commission or other compensation in connection with the
execution of this Lease or the leasing of the Tenant Space to Tenant if based on an allegation that
such claimant dealt through Tenant.



               14.2.1.1 The foregoing notwithstanding, Tenant shall not be required to indemnify Landlord or
any other member of the Landlord Group to the extent that the relevant Claims were caused by the
negligence or willful misconduct of any member of the Landlord Group.



               14.2.1.2 In the event that any action or proceeding is brought against Landlord or any other
member of the Landlord Group by reason of any indemnified Claim, Tenant, upon notice from Landlord,
shall defend such action or proceeding at Tenant’s cost and expense by counsel reasonably approved
by Landlord. Tenant agrees that no settlement offer shall be offered or accepted by Tenant in
connection with any such indemnification and/or defense without Landlord’s prior written consent,
which shall not be unreasonably withheld, conditioned or delayed. This indemnity provision and
Tenant’s obligations under this Section 14.2 shall survive the expiration or termination of this
Lease as to any matters arising prior to such expiration or termination or prior to Tenant’s
vacation of the Tenant Space and the Building. Notwithstanding any provision to the contrary
contained in this Section 14.2, nothing contained in this Section 14.2 shall be interpreted or used
in any way to affect, limit, reduce or abrogate any insurance coverage provided by any insurer to
either Tenant or Landlord.



          14.2.2 Indemnification by Landlord. Landlord hereby agrees to defend, indemnify, and hold
harmless Tenant and the other members of the Tenant Group from and against (and to reimburse
Tenant and the other members of the Tenant Group for) all Claims to the extent arising from or in
connection with the active gross negligence or willful misconduct of Landlord or any member
of the Landlord Group at the Property.




               14.2.2.1 The foregoing notwithstanding, Landlord shall not be required to indemnify Tenant or
any other member of the Tenant Group to the extent that the relevant Claims were caused by the
negligence or willful misconduct of any member of the Tenant Group.



               14.2.2.2 In the event that any action or proceeding is brought against Tenant or any other
member of the Tenant Group by reason of any indemnified Claim, Landlord upon notice from Tenant
shall defend such action or proceeding at Landlord’s cost and expense by counsel reasonably
approved by Tenant. Landlord agrees that no settlement offer shall be offered or accepted by
Landlord in connection with any such



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indemnification and/or defense without Tenant’s prior written
consent, which shall not be unreasonably withheld, conditioned or delayed. This indemnity
provision and Landlord’s obligations under this Section 14.2 shall survive the expiration or
termination of this Lease as to any matters arising prior to such expiration or termination.
Notwithstanding any provision to the contrary contained in this Section 14.2, nothing
contained in this Section 14.2 shall be interpreted or used in any way to affect, limit, reduce or
abrogate any insurance coverage provided by any insurer to either Tenant or Landlord.




     14.3 Consequential Damages. Notwithstanding anything to the contrary (express or implied)
contained herein, under no circumstances whatsoever shall Landlord or Tenant ever be liable under
this Lease for first-party or third-party Consequential Damages; provided however, that to the
maximum extent permitted by law, Tenant hereby agrees to indemnify and hold Landlord and the other
members of the Landlord Group harmless with regard to (and to reimburse Landlord and any other
members of the Landlord Group for) any and all claims by, through, or under any Tenant Space
Customer for Consequential Damages related to any use of the Tenant Space or any equipment located
within the Tenant Space, excluding all such claims, if any, which arise as a result of the
negligence of any member of the Landlord Group.



     14.4 Liens. Notwithstanding anything to the contrary herein, in no event shall Tenant have
any right (express or implied) to create or permit there to be established any lien or encumbrance
of any nature against the Tenant Space, the Building or the Property or against Landlord’s or
Tenant’s interest therein or hereunder, including, without limitation, for any improvement or
improvements by Tenant, and Tenant shall fully pay the cost of any improvement or improvements made
or contracted for by Tenant. Tenant shall require each contractor which it engages to perform any
improvements or alterations within the Tenant Space or elsewhere in the Building or the Property,
to acknowledge and agree in writing that it is performing its work under its agreement with Tenant
solely for the benefit of Tenant and that Tenant is not acting as Landlord’s agent. Any mechanic’s
lien filed against the Tenant Space, the Building or the Property, or any portion of any of the
above, for work claimed to have been done, or materials claimed to have been furnished to Tenant,
shall be duly discharged or bonded off by Tenant within thirty (30) days after notice to Tenant of
the filing of the lien.


15. TENANT DEFAULT.




     15.1 Events of Default By Tenant. Each of the following shall constitute an Event of Default
by Tenant under this Lease:



          15.1.1 Any failure or refusal by Tenant to timely pay any undisputed* portions of Rent or
other payments or charges required to be paid hereunder, within ten (10) days of notice that the
same is due.






 




			
	*	 	In order to be considered to have been properly disputed, the relevant
amount(s) must have been timely disputed in good faith in writing by Tenant prior to
the due date thereof.





          15.1.2 Any failure by Tenant to perform or observe any other covenant or condition of this
Lease (including, without limitation, those contained in the Datacenter Rules and Regulations) to
be performed or observed by Tenant (other than those described in Section 15.1.1, above or Sections
15.1.3, 15.1.4, or 15.1.5, below) if such failure continues for a period of thirty (30) days
following written notice to Tenant of such failure; provided, however, that in the event Tenant’s
failure to perform or observe any covenant or condition of this Lease to be performed or observed
by Tenant cannot reasonably be cured within thirty (30) days following written notice to Tenant,
Tenant shall not be in default if Tenant commences to cure same within such thirty (30) day period
and thereafter diligently prosecutes the curing thereof to completion.




               15.1.2.1 Event of Default-ECT Overage. Section 15.1.2, above, notwithstanding, it shall be an
Event of Default by Tenant (i) if Tenant fails to remedy* an ECT Overage within one hundred twenty
(120) hours after its receipt of an ECT Default Notice, and/or (ii) if three (3) separate and
distinct ECT Overages occur in any rolling thirty (30) day period.





 




			
	*	 	In connection with this Section 15.1.2.1, the term “remedy” shall mean and refer to a
meaningful and relatively permanent remedy of the condition causing the ECT Overage.




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          15.1.3 The filing or execution or occurrence of any one of the following provided the same is
not dismissed or otherwise rectified within sixty (60) days: (i) a petition in bankruptcy or other
insolvency proceeding by or against Tenant, (ii) a petition or answer seeking relief for Tenant
under any provision of the Bankruptcy Act, (iii) an assignment by Tenant for the benefit of
creditors, (iv) a petition or other proceeding by or against Tenant for
the appointment of a trustee, receiver or liquidator of Tenant or any of Tenant’s property,
(v) a proceeding by any governmental authority for the dissolution or liquidation of Tenant, or
(vi) any other instance whereby Tenant or any general partner of Tenant or any guarantor of
Tenant’s obligations under this Lease shall cease doing business as a going concern.




          15.1.4 Any failure by Tenant to execute and deliver any statement or document described in
Article 11, Section 12.1 or Section 17.21 requested to be so executed and delivered by Landlord
within the time periods specified in such Article or Section, where such failure continues for ten
(10) days after delivery of written notice of such failure by Landlord to Tenant.




          The parties hereto acknowledge and agree that all of the notice periods provided in this
Section 15.1 are in lieu of, and not in addition to, the notice requirements of any Applicable
Laws.




     15.2 Remedies. Upon the occurrence of any Event of Default by Tenant, Landlord shall, in
addition to an action for money damages, specific performance and/or injunctive relief, have the
option to pursue any one or more of the remedies described in Section 1 of Exhibit “D” attached
hereto and incorporated herein by this reference, each and all of which shall, subject to
applicable law, be cumulative and nonexclusive.



16. LANDLORD’S LIABILITY.




     16.1 Landlord Default; Tenant’s Remedies.



          16.1.1
Landlord Default. The following shall constitute a Landlord
Default: 




               16.1.1.1 if: (a) Landlord shall fail to perform or observe any of Landlord’s Lease
Undertakings, and (b) such failure continues for a period of ten (10) days following written notice
to Landlord of such failure; provided, however, that in the event that Landlord’s failure to
perform or observe any of Landlord’s Lease Undertakings cannot reasonably be cured within ten (10)
days following written notice to Landlord, such failure to cure shall not be a Landlord Default if
Landlord commences its cure within such ten (10) day period and thereafter diligently prosecutes
the curing thereof to completion. Landlord agrees to use commercially reasonable efforts to
provide daily updates to Tenant regarding progress toward such completion.



               16.1.1.2 The filing or execution or occurrence of any one of the following, provided the same
is not dismissed or otherwise rectified within sixty (60) days: (i) a petition in bankruptcy or
other insolvency proceeding by or against Landlord, (ii) a petition or answer seeking relief for
Landlord under any provision of the Bankruptcy Act, (iii) an assignment by Landlord for the benefit
of creditors, (iv) a petition or other proceeding by or against Landlord for the appointment of a
trustee, receiver or liquidator of Landlord or any of Landlord’s property, (v) a proceeding by any
governmental authority for the dissolution or liquidation of Landlord, or (vi) any other instance
whereby Landlord or any general partner of Landlord or any guarantor of Landlord’s obligations
under this Lease shall cease doing business as a going concern.



          16.1.2 Tenant’s Remedies. Except as otherwise expressly provided herein, (a) in the event of
any Landlord Default, Tenant’s sole and exclusive remedies for any such failure shall be an action
for money damages, specific performance and/or injunctive relief, and (b) in no event shall Tenant
have the right to terminate the Lease nor shall Tenant’s obligation to pay Base Rent or other
charges under this Lease abate based upon any default by Landlord of its obligations under the
Lease. In that connection, Tenant hereby expressly waives any right conveyed to Tenant by virtue
of any law granting Tenant a lien upon the property of Landlord and/or upon rental due to Landlord
or granting Tenant a right to withhold Rent and/or terminate this Lease.




     16.2 Landlord’s Liability. In consideration of the benefits accruing under this Lease to
Tenant, and notwithstanding anything to the contrary contained in the Lease Documents, it is
expressly understood and agreed by and between the parties to this Lease that:



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          (i) the collective recourse of Tenant and its successors and assigns against Landlord (and the
liability of Landlord to Tenant, its successors and assigns) with respect to (a) any actual or
alleged breach or breaches by or on the part of Landlord of any of Landlord’s Lease Undertakings,
and (b) any other matter relating to
Tenant’s occupancy of the Tenant Space, shall be limited, in the aggregate, solely to an
amount equal to Landlord’s Liability Cap;




          (ii) other than Landlord’s Liability Cap, Tenant shall have no recourse against any other
assets of Landlord;




          (iii) Tenant shall have no recourse against any assets of any member of the Landlord Group
other than Landlord;




          (iv) except to the extent of Landlord’s Liability Cap, no personal liability or personal
responsibility of any sort with respect to any of Landlord’s Lease Undertakings, or any alleged
breach thereof, is assumed by, or shall at any time be asserted or enforceable against, Landlord;
and




          (v) no personal liability or personal responsibility of any sort with respect to any of
Landlord’s Lease Undertakings, or any alleged breach thereof, is assumed by, or shall at any time
be asserted or enforceable against, any member of the Landlord Group other than Landlord.




     16.3 Transfer of Landlord’s Interest. Landlord (and each of Landlord’s
successors-in-interest) shall have the right, from time to time, to assign its interest and
obligations, in writing and/or by operation of law, in and under this Lease to any third party to
whom Landlord conveys its interest in the Property. Once and if Landlord (and/or any successor to
Landlord) shall convey its interest in the Property to a third party, (a) Landlord (and each such
successor) shall be fully released from all of the obligations and liabilities of Landlord under
the Lease Documents accruing on or after the date of such transfer of Landlord’s interest in the
Property to such third party, and (b) Tenant agrees to look solely to the successor-in-interest of
Landlord for all such obligations and liabilities accruing on or after the date of such transfer.
If any security has been given by Tenant to secure the faithful performance of any of the covenants
of this Lease, Landlord shall transfer or deliver said security, as such, to Landlord’s successor
in interest and thereupon Landlord shall be discharged from any further liability with regard to
said security.



          16.3.1 Status as a Real Estate Investment Trust. Landlord shall have the right, from time to
time, to assign part of its interest and obligations in and under this Lease to a wholly owned
subsidiary of Landlord (or a wholly owned subsidiary of Landlord’s parent company), if and to the
extent that Landlord determines such partial transfer is necessary or advisable in connection with
the status of Landlord, or any other member of the Landlord Group, as a real estate investment
trust.




          16.3.2 Partial Assignment. Should Landlord assign part of its obligation to a third party,
Landlord shall, subject to the terms of Sections 14.1, 14.2 and 16.2, retain the responsibility for
ensuring that the assigned obligations are properly performed under this Lease, including ensuring
that such third party provides all reasonable account management services.




17. MISCELLANEOUS.




     17.1 Severability. If it is found in a final judgment by a court of competent jurisdiction
(not subject to further appeal) that any term or provision hereof is invalid or unenforceable, (i)
the remaining terms and provisions hereof shall be unimpaired and shall remain in full force and
effect; and (ii) the invalid or unenforceable term or provision shall be replaced by a term or
provision that is valid and enforceable and that comes closest to effectuating the intention of
such invalid or unenforceable term or provision.



     17.2 No Waiver. No failure or delay by Landlord to insist on the strict performance of any
obligation, covenant, agreement, term or condition of this Lease, or to exercise any right or
remedy available upon such non-performance, will constitute a waiver thereof, and no breach or
failure by Tenant to perform will be waived, altered or modified, except by written instrument
signed by Landlord.



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     17.3 Attorneys’ Fees and Costs. If either Landlord or Tenant initiates any litigation,
mediation, arbitration or other proceeding regarding the enforcement, construction or
interpretation of this Lease, then the non-prevailing party shall pay the prevailing party’s
reasonable attorneys’ fees and costs (including, without limitation, all reasonable expense
reimbursements, reasonable expert witness fees, reasonable litigation costs, court or



     arbitration tribunal costs, filing fees, reasonable exhibit fees, reasonable forensic
consultant fees, reasonable litigation support costs, the costs of appeals and reasonable
attorneys’ fees and costs incurred in connection with post-judgment collection and enforcement
efforts). In addition, if it should otherwise be necessary or proper for Landlord to consult an
attorney concerning this Lease for the review of instruments evidencing a proposed Transfer or for
the purpose of collecting Rent, Tenant agrees to pay to Landlord its actual attorneys’ fees whether
suit be brought or not to the extent such fees exceed $1,000.00. The parties agree that this
Section 17.3 shall survive the expiration or termination of this Lease.



     17.4 Waiver of Right to Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD AND
TENANT EACH EXPRESSLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY TRIAL HELD AS A RESULT OF A CLAIM
ARISING OUT OF, IN CONNECTION WITH, OR IN ANY MANNER RELATED TO THIS LEASE IN WHICH LANDLORD AND
TENANT ARE ADVERSE PARTIES. FOR THE AVOIDANCE OF DOUBT, THE FILING OF A CROSS-COMPLAINT BY ONE
AGAINST THE OTHER IS SUFFICIENT TO MAKE THE PARTIES “ADVERSE.”



     17.5 Headings; Time; Survival. The headings of the Articles, Sections, Schedules and Exhibits
of this Lease are for convenience only and do not define, limit or construe the contents thereof.
Words of any gender used in this Lease shall be held and construed to include any other gender, and
words in the singular number shall be held to include the plural, unless the context otherwise
requires. In all instances where a party is required to pay any sum or do any act at a particular
indicated time or within an indicated period, it is understood that time is of the essence. Any
obligations of a party accruing prior to the expiration or termination of this Lease shall survive
the expiration or termination of this Lease, and such party shall promptly perform all such
obligations whether or not this Lease has expired.



     17.6 Notices. Any notice which may or shall be given under the provisions of this Lease shall
be in writing and may be delivered by (i) hand delivery or personal service, (ii) a reputable
overnight courier service which provides evidence of delivery, or (iii) (iv) e-mail (so long as a
confirming copy is forwarded by a reputable overnight courier service within twenty-four (24) hours
thereafter), if for Landlord, to the Building office and at the address specified in Item 11 of the
Basic Lease Information, or if for Tenant, at the address specified in Item 3 of the Basic Lease
Information, or at such other addresses as either party may have theretofore specified by written
notice delivered in accordance herewith. Such address may be changed from time to time by either
party by giving notice as provided herein. Notice shall be deemed given, (a) when delivered (if
delivered by hand or personal service), (b) if sent by a reputable overnight courier service, on
the business day immediately following the business day on which it was sent, or (c) the date the
e-mail is transmitted.



     17.7 Governing Law; Jurisdiction. This Lease shall be governed by, and construed in
accordance with, the laws of the state in which the Property is located. In addition, Landlord and
Tenant hereby submit to the local jurisdiction of the State in which the Property is located. Each
party agrees that any action by the other against such party shall be instituted in the State in
which the Property is located.



     17.8 Incorporation; Amendment; Merger. This Lease, along with any schedules, exhibits and
attachments or other documents referred to herein, all of which are hereby incorporated into this
Lease by this reference, constitutes the entire and exclusive agreement between Landlord and Tenant
relating to the Tenant Space and each of the aforementioned documents may be altered, amended or
revoked only by an instrument in writing signed by the party to be charged thereby. All prior or
contemporaneous oral or written agreements, understandings and/or practices relative to the leasing
or use of the Tenant Space are merged herein or revoked hereby.



     17.9 Brokers. Each party hereto represents to the other that the representing party has not
engaged, dealt with or been represented by any broker in connection with this Lease other than the
respective broker(s) and advisors specified in Item 13 of the Basic Lease Information.



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     17.10 Examination of Lease; Binding on Parties. Each of the parties hereto acknowledges that
it has read and reviewed this Lease and that it has had the opportunity to confer with counsel in
the negotiation of this Lease. Accordingly, this Lease shall be construed neither for nor against
Landlord or Tenant, but shall be given a fair and reasonable interpretation in accordance with the
meaning of its terms and the intent of the parties. This Lease shall not be binding or effective
until each of the parties hereto has executed and delivered an original counterpart hereof to each
other. No contractual or other rights shall exist between Landlord and Tenant with
 respect to the Tenant Space until both have executed and delivered this Lease, notwithstanding
that Landlord has delivered to Tenant an unexecuted copy of this Lease. The submission of this
Lease to Tenant shall not constitute the grant of an option for the Tenant to lease, or otherwise
create any interest by Tenant in, the Tenant Space. The execution of this Lease by Tenant and
return to Landlord shall not be binding upon Landlord, notwithstanding any time interval, until
Landlord has, in fact, executed and delivered this Lease to Tenant.



     17.11 Recordation. Neither Tenant nor any person or entity acting through, under or on behalf
of Tenant shall record or cause the recordation of this Lease; provided however that a short form
memorandum of this Lease (the “Memo of Lease”) in the form attached hereto as Exhibit “K” shall be
executed by Landlord and Tenant within ten (10) business days after the Effective Date and recorded
by Tenant in the real estate records of Middlesex County, Massachusetts.



     17.12 Authority. Each of Landlord and Tenant represents to the other party that the person
executing this Lease on its behalf is duly authorized to execute and deliver this Lease pursuant to
its respective by-laws, operating agreement, resolution or other legally sufficient authority.
Further, each party represents to the other party that (i) if it is a partnership, the undersigned
are all of its general partners, (ii) it has been validly formed or incorporated, (iii) it is duly
qualified to do business in the state in which the Property is located, and (iv) this Lease is
being executed on its behalf and for its benefit.



     17.13 Successors and Assigns. Except as otherwise provided in this Lease, all of the
covenants, conditions and provisions of this Lease shall be binding upon, and shall inure to the
benefit of the parties hereto and their respective heirs, personal representatives and permitted
successors and assigns.



     17.14 Force Majeure. Except for the extent to which a party’s obligations or rights are
expressly stated herein to apply notwithstanding the effect of Force Majeure events, a party shall
incur no liability to the other party with respect to, and shall not be responsible for any failure
to perform, any of its obligations hereunder (other than payment obligations or obligations that
may be cured by the payment of money (e.g., maintaining insurance)) if such failure is caused by a
Force Majeure event. The amount of time for a party to perform any of its obligations (other than
payment obligations) shall be extended by the amount of time such party is delayed in performing
such obligation by reason of any Force Majeure event.



     17.15 No Partnership or Joint Venture; No Third Party Beneficiaries. Nothing contained in
this Lease shall be deemed or construed to create the relationship of principal and agent, or
partnership, or joint venturer, or any other relationship between Landlord and Tenant other than
landlord and tenant. Landlord shall have no obligations hereunder to any person or entity other
than Tenant, and no other parties shall have any rights hereunder as against Landlord.



     17.16 Access by Landlord. Landlord, Landlord’s agents and employees shall have the right to
enter upon any and all parts of the Tenant Space at any reasonable time upon prior reasonable oral
or written notice (except in the case of an emergency when no prior notice shall be required, and
except as otherwise expressly set forth below) to examine the condition thereof, to clean, to make
any repairs, alterations or additions required to be made by Landlord hereunder, to show the Tenant
Space to prospective purchasers or prospective or current mortgage lenders (in either case only
upon 48 hours’ prior oral or written notice), to show the Tenant Space to prospective tenants (only
during the last three (3) months of the Term, and only upon 48 hours’ prior oral or written
notice), to determine whether Tenant is complying with all of its obligations under this Lease,
and/or to exercise any of Landlord’s rights or remedies hereunder. In connection with Landlord’s
rights hereunder, Tenant agrees that Landlord shall at all times have and retain a key that will
unlock all of the doors in, on or about the Tenant Space; and, in the absence of such a key,
Landlord shall have the right to use any reasonable means to open such doors to obtain entry to the
Tenant Space. Notwithstanding anything herein to the contrary, except for emergencies, Landlord
shall use reasonable efforts to minimize disruption of Tenant’s business or occupancy during such
entries.



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     17.17 Rights Reserved by Landlord. Except as otherwise expressly provided to the contrary in
this Lease, Landlord hereby expressly reserves all rights related to the Premises, the Building and
the Property, including, but not limited to the right: (i) to change the name or street address of
the Building and/or the Property; (ii) to install, affix and maintain all signs on the exterior
and/or interior of the Building and/or the Property; (iii) to change, from time to time, the
dimensions, configurations and locations of the Common Areas, and/or to otherwise make such
alterations to the Building as Landlord deems desirable without disruption of the conduct of
Tenant’s
business in the Premises/Pathway; (iv) to install, operate and maintain systems which monitor,
by closed circuit television or otherwise, all persons entering or leaving the Building and/or the
Property; (v) to install and maintain pipes, ducts, conduits, wires and structural elements located
in the Tenant Space and which serve other parts or other tenants or occupants of the Building
and/or the Property without disruption of the conduct of Tenant’s business in the Premises/Pathway;
(vi) to create any additional improvements to structural and/or mechanical systems, interior and
exterior walls and/or glass without disruption of the conduct of Tenant’s business in the
Premises/Pathway; and (vii) to lease space in the Building and the Property, and to create such
other tenancies in the Building and the Property as Landlord shall desire. Notwithstanding the
foregoing, Landlord shall notify Tenant of such alterations as may materially alter the delivery of
service and make commercially reasonable accommodations to ameliorate any adverse impact on such
delivery of service for changes to service components including but not limited to the following:




	 	a)	 	2N UPS, N +1 Generator redundancy for the Premises.
	 
	 	b)	 	Concurrently maintainable (Tier III) Premises.
	 
	 	c)	 	At least 6 minutes of UPS power under full load.
	 
	 	d)	 	36” raised floor height and 14’ ceiling height.
	 
	 	e)	 	25% perforated tiles for Tenant space.
	 
	 	f)	 	At least 24 hours of fuel run time for generators.
	 
	 	g)	 	Double-interlock pre-action sprinkler system.
	 
	 	h)	 	Generators to have weather resistant enclosure and a double contained fuel
tank, as well as all required approvals of such generators from local municipality
(including architectural, noise, and planning to the extent required by Applicable
Law).
	 
	 	i)	 	Monitoring of PDU and other electrical infrastructure using BMS by TAC or
equivalent systems.
	 
	 	j)	 	Revenue grade metering at the main distribution voltage supply switch.
	 
	 	k)	 	Energy management & monitoring system, with monitoring and control for:
mechanical heat rejection equipment; UPS systems; PDUs; fire alarm; water flow switch;
security system; temperature/humidity; under floor leak detection system; lighting;
power metering & monitoring system / energy management system. The energy management &
monitoring system will monitor all critical equipment for the Building, with alerts
configured to page the Building engineer, service provider, and, if required by Tenant,
Tenant staff.
	 
	 	l)	 	Tenant access to web portal including viewing the Building management system
data for the Premises.
	 
	 	m)	 	Carrier neutrality and availability of multiple IP transit providers in the
Building.
	 
	 	n)	 	Multiple fiber egress points from the Building.
	 
	 	o)	 	 Building security monitoring.
	 
	 	p)	 	Continuation of all building services, including provisioning, maintenance, and
replacement of common electrical and HVAC equipment, access to loading dock, exterior
maintenance (landscaping, parking lot, etc.); and interior services (trash pickup,
common area maintenance, restrooms and temperature control) without additional charge
to client.
	 
	 	q)	 	Electronic “key card” reader/system for access into the Premises.





     17.18 Counterparts; Delivery by Facsimile or E-mail. This Lease may be executed
simultaneously in two or more counterparts each of which shall be deemed an original, but all of
which shall constitute one and the same Lease. Landlord and Tenant agree that the delivery of an
executed copy of this Lease by facsimile or e-mail shall be legal and binding and shall have the
same full force and effect as if an original executed copy of this Lease had been delivered.



     17.19 Confidentiality. Each party agrees that (i) the terms and provisions of this Lease,
business and financial information disclosed by either party, trade secrets, and disputes, are
confidential and constitute proprietary information of the parties and (ii) it shall not disclose,
and it shall cause its partners, officers, directors, shareholders, employees, brokers and
attorneys to not disclose any term or provision of this Lease to any other person without



-21-









 




first
obtaining the prior written consent of the other party, except that each party shall have the right
to disclose such information for valid business, legal and accounting purposes and/or if advisable
under any applicable securities laws regarding public disclosure of business information. Landlord
acknowledges that Tenant will include this Lease in filings with governmental agencies, including
without limitation the Securities and Exchange Commission, but only to the extent that such
inclusion and/or disclosure is required under applicable securities laws. The foregoing
notwithstanding, Landlord reserves the right to post a press release or press releases, that
discloses the fact
that Landlord and Tenant have entered into a lease; provided that same does not disclose the
location, economics or square footage related hereto. Any references in such press release or
press releases, in excess of the fact that Landlord and Tenant have entered into a lease, require
approval by Tenant, which Tenant may withhold in its sole and absolute discretion.




     17.20 Incorporation of Schedules and Exhibits. All of the terms and conditions of all of the
Schedules and Exhibits to this Lease are hereby incorporated into this Lease.



     17.21 Financial Statements. Within ten (10) business days after Landlord’s written request
therefor, which request shall be made only in the event that any actual or prospective lender,
mortgagee or purchaser of the Building has required same, Tenant shall deliver Tenant’s Financial
Statements to Landlord for the two (2) fiscal years immediately preceding Landlord’s request. If
Tenant does not then have its Financial Statements audited, Tenant must forward unaudited Financial
Statements certified by Tenant’s chief financial officer as true, complete and correct in all
material respects. Tenant’s failure to timely comply with this Section 17.21 shall be an Event of
Default by Tenant under Section 15.1.4 of this Lease. Landlord hereby agrees to maintain Tenant’s
Financial Statements as proprietary and confidential and agrees not to disclose Tenant’s Financial
Statements to any third party other than any actual or prospective lender, mortgagee, or purchaser
of the Building, and Landlord’s attorneys, accountants and similar business advisors.
Notwithstanding the foregoing, this Section 17.21 shall not apply with regard to Tenant’s Financial
Statements if, as the case may be, (a) the entity named as “Tenant” or the entity that is named as
“Guarantor” under this Lease is a publicly traded entity that is traded on a nationally recognized
stock exchange, and (b) such entity’s Financial Statements are available online at no cost to
Landlord.



     17.22 Master Lease. Landlord and Tenant hereby acknowledge and agree that Landlord may enter
into a Master Lease with a Third Party Tenant for the operation and control of all or part of the
Premises, and in such event, the Lease will automatically, without consent or further action of
Tenant, be deemed a sublease between the Third Party Tenant, as sub-landlord, and Tenant, as
subtenant. This provision is self-operating; however, Tenant agrees to execute any documents
needed to confirm such sublease, Landlord will use commercially reasonable efforts cause the lessor
under such Master Lease to execute a reasonable non-disturbance and recognition agreement with
Tenant simultaneously with the execution of such Master Lease, and if the Master Lease is entered
into and Third Party Tenant defaults thereunder, Tenant will attorn to Landlord, as substitute
sublandlord, and, provided Tenant is not in default under the Lease after the expiration of any
applicable notice and cure periods, Tenant may remain in possession of the Tenant Space under the
terms of the Lease, even if Landlord should terminate the Master Lease.



     17.23 Conversion of Previous Agreement. Landlord and Tenant hereby acknowledge and agree
that, notwithstanding anything to the contrary in the Previous Agreement, effective as of the
Commencement Date, the Previous Agreement is hereby converted to be this Lease for all purposes for
the Term described in this Lease, such that from and after the Commencement Date, (a) the terms of
the Previous Agreement shall no longer be of any force and/or effect, and (b) the parties’ rights,
obligations and duties with respect to the Tenant Space shall be governed solely by this Lease.



[SIGNATURES APPEAR ON NEXT PAGE]



-22-









 





     IN WITNESS WHEREOF, the parties hereto have duly executed this Lease on the respective
dates set forth below to be effective as of the Effective Date.



LANDLORD:




DIGITAL 55 MIDDLESEX, LLC,

a Delaware limited liability company




	 	 	 

	By:

	 	Digital Realty Trust, L.P.,
a Maryland limited partnership,
its sole member and manager






	 	 	 

	By:

	 	Digital Realty Trust, Inc.,
a Maryland corporation,
its general partner






	 	 	 	 	 	 

	 

	 	By:	/s/ Chun
M. Lee 
	 

	 	 	Name:	Chun M. Lee 
	 

	 	 	Its:	Vice President 






Date:  February 18,
2011




TENANT:




CONSTANT CONTACT, INC.,

a Delaware corporation





	 	 	 	 	 

	 	By:	/s/ John
Walsh 	 


	 	 	Name:	John Walsh 	 


	 	 	Title:	Senior Vice
President, Engineering and Operations 	 









Date:  February 15,
2011





-23-











 





EXHIBIT “A”




DEPICTION OF THE SUITES, THE WEST POP ROOM, THE EAST POP ROOM 



AND THE DATACENTER CONNECTION AREA







-1-









 





EXHIBIT
“B-1”




TENANT’S INSURANCE REQUIREMENTS


Policies




	 	 	 

	A. Commercial general liability insurance
(including contractual liability):

	 	$5,000,000 single limit;
$5,000,000 aggregate
limit.*
	 
	 	 
	B. “Special Peril Form” property insurance:

	 	Full replacement value of
Tenant’s Personal
Property.
	 
	 	 
	C. Workers’ compensation insurance:

	 	In accordance with the
laws of the state in
which the Property is
located, and Employer’s
Liability insurance with
a limit not less than
$1,000,000 Bodily Injury
Each Accident; $1,000,000
Bodily Injury By Disease
- Each Person; and
$1,000,000 Bodily Injury
By Disease — Policy
Limit.
	 
	 	 
	D. Automobile liability insurance:

	 	Primary auto liability
insurance with limits of
not less than $1,000,000
per occurrence covering
owned, hired and
non-owned vehicles used
by Tenant or any other
member of the Tenant
Group.
	 
	 	 
	E. Business interruption insurance:

	 	In such amount as will
reimburse Tenant for
direct or indirect loss
of earnings attributable
to all perils insured
against by the property
insurance described above
for a period of not less
than twelve (12) months.








 




			
	*	 	some or all of which may be provided by umbrella coverage.




Requirements:



All insurance required of Tenant under this Lease shall be issued by insurers with a “General
Policyholders Rating” of at least A-, VIII, as set forth in “Best’s Insurance Guide.” Such
insurers shall be authorized to do business in the State in which the Property is located.
Tenant’s commercial general liability policy shall be written to apply to all bodily injury
(including death), property damage and personal injury losses, and shall include blanket
contractual liability, broad form property damage, independent contractor’s coverage, cross
liability and severance of interest clauses.











-1-









 








EXHIBIT
“B-2”




LANDLORD’S INSURANCE REQUIREMENTS


Policies




	 	 	 

	A. Commercial general liability insurance
(including contractual liability):

	 	$10,000,000 single limit;
$20,000,000 aggregate
limit.*
	 
	 	 
	B. “Special Peril Form” property insurance:

	 	Full replacement value of
the Building and
Landlord’s personal
property installed
therein.*
	 
	 	 
	C. Workers’ compensation insurance:

	 	In accordance with the
laws of the state in
which the Property is
located, and Employer’s
Liability insurance with
a limit not less than
$1,000,000 Bodily Injury
Each Accident; $1,000,000
Bodily Injury By Disease
- Each Person; and
$1,000,000 Bodily Injury
By Disease — Policy
Limit.
	 
	 	 
	D. Automobile liability insurance:

	 	Primary auto liability
insurance with limits of
not less than $1,000,000
per occurrence covering
owned, hired and
non-owned vehicles used
by Landlord or any other
member of the Landlord
Group.








 




			
	*	 	some or all of which may be provided by umbrella coverage.




Requirements:



All insurance required of Landlord under this Lease shall be issued by insurers with a “General
Policyholders Rating” of at least A-, VIII, as set forth in “Best’s Insurance Guide.” Such
insurers shall be authorized to do business in the State in which the Property is located.
Landlord’s commercial general liability policy shall be written to apply to all bodily injury
(including death), property damage and personal injury losses, and shall include blanket
contractual liability, broad form property damage, independent contractor’s coverage, cross
liability and severance of interest clauses.











-1-









 








EXHIBIT “C”




DESCRIPTION OF PATHWAYS




	1.	 	Existing Pathways:






	 	a.	 	Two (2) two-inch (2”) conduits from Suite 1.5 to the West POP Room (“Existing
Pathway-A”);
	 
	 	b.	 	Two (2) three-inch (3”) conduits from Suite 1.5.2 to the West POP Room
(“Existing Pathway-B”);
	 
	 	c.	 	Two (2) three-inch (3”) conduits from Suite 1.5 to Suite 1.5.1 (“Existing
Pathway-C”); and
	 
	 	d.	 	Two (2) three-inch conduits from Suite 1.5.1 to Suite 1.5.2 (“Existing
Pathway-D”);
	 
	 	e.	 	One (1) two-inch (2”) conduit from Suite 1.5.1 to the East POP Room
(“Existing Pathway-E”; together with Existing Pathway-A, Existing Pathway-B, Existing
Pathway-C and Existing Pathway-D, collectively, the “Existing Pathways”).




One (1) Max-cell sleeve, as hereafter designated by Landlord, from the Datacenter Connection Area
to the East POP Room, contained within in a shared four-inch (4”) conduit (the “New Pathway-A”).



Two (2) conduits, each being two inches (2”) to three inches (3”) in diameter, from Suite 1.14A to
Suite 1.5.1 via pathway designated by Landlord (the “New Pathway-B”).



Two (2) conduits, each being two inches (2”) to three inches (3”) in diameter, from Suite 1.14A to
Suite 1.5.2 via pathway designated by Landlord (the “New Pathway-C”; together, the New Pathway-A
and the New Pathway-B, the “New Pathways”).



Effective as of the Commencement Date, the “Pathways” shall mean and refer to the Existing
Pathways.



Effective as of the New Pathway Completion Date, and continuing through the expiration or earlier
termination of the Suite 1.5 Term, the “Pathways” shall mean and refer to, collectively, the
Existing Pathways and the New Pathways.



Effective as of the date that is one (1) day after the Suite 1.5 Expiration Date, and continuing
through the expiration or earlier termination of the Term of this Lease, (a) the “Pathways” shall
mean and refer to Existing Pathway-B, Existing Pathway-D, and the New Pathway, and (b) the
“Existing Pathways” shall mean and refer to Existing Pathway-B and Existing Pathway-D.



Tenant shall be permitted to pull and/or install Cables in the Pathways. Tenant shall be limited in
the number of Cables that may be pulled through said Pathways only by Applicable Law and by the
physical constructs of such Pathways. Tenant is responsible for the costs and installation of all
such Cables.











-1-









 








EXHIBIT “D”




MASSACHUSETTS STATE LAW PROVISIONS



     1. REMEDIES FOR EVENTS OF DEFAULT.



          1.1 Landlord’s Right to Terminate Upon Tenant Default. This Lease and the Term and estate
hereby granted and the demise hereby made are subject to the limitation that if and whenever any
Event of Default shall occur, Landlord may, at Landlord’s option, in addition to all other rights
and remedies given hereunder or by law or equity, do any one or more of the following without
notice or demand other than a notice to quit, any such notice or demand being hereby waived other
than a notice to quit:




               1.1.1 Terminate this Lease, in which event Tenant shall immediately surrender possession of
the Tenant Space to Landlord.



               1.1.2 Enter upon and take possession of the Tenant Space and expel or remove Tenant and any
other occupant therefrom, with or without having terminated this Lease.



               1.1.3 Alter locks and other security devices at the Tenant Space.



               1.1.4 Terminate any and all agreements, subleases, licenses, concessions or other consensual
arrangements for possession entered into by Tenant, with Landlord or with third parties, and
affecting the Tenant Space or any part of the Meet-Me Room or the Building.



          1.2 No Surrender or Merger. Exercise by Landlord of any one or more remedies hereunder
granted or otherwise available shall not be deemed to be an acceptance of surrender of all or any
part of the Tenant Space by Tenant, whether by agreement or by operation of law, it being
understood that such surrender can be effected only by the written agreement of Landlord and
Tenant. No such alteration of security devices and no removal or other exercise of dominion by
Landlord over the property of Tenant or others on or about the Tenant Space shall be deemed
unauthorized or constitute a conversion, Tenant hereby consenting, after any termination of this
Lease or entry for possession following delivery of a notice to quit from Landlord to Tenant, to
the aforesaid exercise of dominion over Tenant’s property within the Building. All claims for
damages by reason of such re-entry and/or possession and/or alteration of locks or other security
devices are hereby waived, as are all claims for damages by reason of any distress warrant,
forcible detainer proceedings, sequestration proceedings or other legal process. Tenant agrees
that any re-entry by Landlord may be pursuant to judgment obtained in forcible detainer proceedings
or other legal proceedings or without the necessity for any legal proceedings, as Landlord may
elect, and Landlord shall not be liable in trespass or otherwise.




          1.3 Damages Upon Default. If Landlord elects to terminate this Lease by reason of an Event of
Default, then, notwithstanding such termination, Landlord may hold Tenant liable for all rental and
other indebtedness accrued to the date of such termination, plus, at Landlord’s election, either:





          (i) such rental and other indebtedness as would otherwise have been required to be
paid by Tenant to Landlord during the period following termination of the Term of this
Lease measured from the date of such termination by Landlord until the expiration of the
Term of this Lease (had Landlord not elected to terminate this Lease on account of such
Event of Default) diminished by any net sums thereafter received by Landlord through
reletting the Tenant Space during said period (after deducting expenses incurred by
Landlord as provided in Section 1.5 below), or




          (ii) the amount (discounted to present value) by which, at the time of the termination
of this Lease (or at any time thereafter if Landlord shall have initially elected damages
under clause (i) above), (x) the aggregate of the rent and other charges projected over the
period



-1-









 







commencing with such termination and ending on the last day as of which the Term of the
Lease would have expired, but for such Event of Default, exceeds (ii) the aggregate
projected market rental value (including other charges) for the Tenant Space for such
period.


Actions to collect amounts due by Tenant provided for in clause (i) of this Section 1.3 may be
brought from time to time by Landlord during the aforesaid period, on one or more occasions,
without the necessity of Landlord’s waiting until the expiration of such period, and in no event
shall Tenant be entitled to any excess of rental (or rental plus other sums) obtained by reletting
over and above the rental provided for in this Lease.




          1.4 Repossession of Tenant Space. If Landlord elects to repossess the Tenant Space without
terminating this Lease, Tenant shall be liable for and shall pay to Landlord all rental and other
indebtedness accrued to the date of such repossession, plus Rent required to be paid by Tenant to
Landlord during the remainder of the Term of this Lease until the expiration of the Term of this
Lease, diminished by any net sums thereafter received by Landlord through reletting the Tenant
Space during said period (after deducting expenses incurred by Landlord as provided in Section 1.5
below). In no event shall Tenant be entitled to any excess of any rental obtained by reletting
over and above the rental herein reserved. Actions to collect amounts due by Tenant as provided in
this Section 1.4 may be brought from time to time, on one or more occasions, without the necessity
of Landlord’s waiting until the expiration of the Term of this Lease.




          1.5 Landlord’s Expenses. Upon an Event of Default, Tenant shall also be liable for and shall
pay to Landlord, in addition to any sum provided to be paid pursuant to this Lease: (i) the
reasonable costs and expenses of securing new tenants, including expenses for refixturing,
alterations and other costs in connection with preparing the Tenant Space for the new tenant and
any reasonable or necessary alterations, (ii) the cost of removing and storing Tenant’s or other
occupant’s property, and (iii) all reasonable expenses incurred by Landlord in enforcing Landlord’s
remedies, including actual attorneys’ fees. Past due rental and other past due payments shall bear
interest from maturity at the Default Rate (as defined in Section 3.5 of this Lease) until paid.




          1.6 Cumulative Remedies; Equitable Relief. The specific remedies to which Landlord may resort
under the provisions of this Lease are cumulative and are not intended to be exclusive of any other
remedies or means of redress to which it may be lawfully entitled in case of any breach or
threatened breach by Tenant of any provisions of this Lease.




          1.7 Reletting. Landlord agrees to use reasonable efforts to relet the Tenant Space after
Tenant vacates the Tenant Space in the event that the Lease is terminated following an Event of
Default by Tenant hereunder. Marketing of the Tenant Space in a manner similar to the manner in
which Landlord markets other premises within Landlord’s control in the Building shall be deemed to
have satisfied Landlord’s obligation to use “reasonable efforts.” If such waiver is not effective
under then applicable law or if Landlord otherwise elects, at Landlord’s sole option, to attempt to
relet all or any part of the Tenant Space, Tenant agrees that, in any event, Landlord has no
obligation to: (i) relet the Tenant Space prior to leasing any other space within the Building; or
(ii) relet the Tenant Space (A) at a rental rate or otherwise on terms below market, as then
determined by Landlord in its sole discretion; (B) to any entity not satisfying Landlord’s then
standard financial credit risk criteria; (C) for a use (1) not consistent with Tenant’s use prior
to default; (2) which would violate then applicable law or any restrictive covenant or other lease
affecting the Building; (3) which would impose a greater burden upon the Building’s facilities; or
(4) which would involve any use of Hazardous Materials not in compliance with applicable Legal
Requirements; (iii) solicit or entertain negotiations with any other prospective tenants for the
Tenant Space until Landlord obtains full and complete possession of the Tenant Space, including,
without limitation, the final and unappealable legal right to re-let the Tenant Space free of any
claim of Tenant; or (iv) make any alterations to the Tenant Space or the Building or otherwise
incur any costs in connection with any such reletting, unless Tenant unconditionally delivers to
Landlord, in good and sufficient funds, the full amount thereof in advance.







-2-









 








          1.8 Landlord’s Right to Cure. All covenants and agreements to be performed by Tenant under
this Lease shall be performed by Tenant at Tenant’s sole cost and expense. If Tenant should fail
to make any payment (other than Base Rent) or cure any default hereunder within the time herein
permitted, Landlord, without being under any obligation to do so, without thereby waiving such
default and in addition to and without prejudice to any other right or remedy of Landlord, may make
such payment and/or remedy such other default for the account of Tenant (and enter the Tenant Space
for such purpose), and thereupon Tenant shall be obligated to, and hereby agrees to, pay to
Landlord as Additional Rent, within ten (10) days following Landlord’s demand therefor, all costs,
expenses and disbursements (including actual attorneys’ fees) incurred by Landlord in taking such
remedial action, plus an administrative fee of ten percent (10%) of such amount.




          2. CALCULATION OF CHARGES. Landlord and Tenant are knowledgeable and experienced in
commercial transactions and agree that the provisions set forth in this Lease for determining
charges, amounts and additional rent payable by Tenant (including, without limitation, payments
under Section 3.4) are commercially reasonable and valid even though such methods may not state a
precise mathematical formula for determining such charges.











-3-









 








EXHIBIT “E”




LANDLORD’S INSTALLATIONS





[Intentionally
Omitted]



-1-











 





EXHIBIT “F”




SERVICE LEVEL



Table A.



	 	 	 

	1. Electricity
Consumption Threshold:

	 	Suite 1.5: 50 total kW (the “ECT-Suite 1.5”)


Suite 1.5.1: 180 total kW (the “ECT-Suite 1.5.1”)


Suite 1.5.2: 180 total kW (the “ECT-Suite 1.5.2”)


Suite 1.14A: 225 total kW (the “ECT-Suite 1.14A”)
	 
	 	 
	2. Target Battery
Capacity:

	 	Six (6) minutes.
	 
	 	 
	3. Back-Up Power
Specifications:

	 	Six (6) 2 MW shared paralleled Building
generators in an N+1 configuration supply back-up
power for the Premises.
	 
	 	 
	4. HVAC Specifications.
	 	 
	 
	 	 
	     (a) Target
Temperature Range:

	 	Average temperature of the Premises, measured at
the return air vents in the Premises, between 68
degrees Fahrenheit and 78 degrees Fahrenheit.
	 
	 	 
	     (b) Target Humidity
Range:

	 	Average relative humidity of the Premises,
measured at the return air vents in the Premises,
between 35% and 55%.






Service Level — Terms.


1. Landlord’s Essential Services.




     A. Electricity. Landlord shall (i) furnish electricity to Suite 1.5 sufficient to meet
ECT-Suite 1.5, (ii) furnish electricity to Suite 1.5.1 sufficient to meet the ECT-Suite 1.5.1,
(iii) furnish electricity to Suite 1.5.2 sufficient to meet the ECT-Suite 1.5.2, and (iv) furnish
electricity to Suite 1.14A sufficient to meet the ECT-Suite 1.14A. The obligation of Landlord to
provide electricity to the Premises shall be subject to the rules, regulations and requirements of
the supplier of such electricity and of any governmental authorities regulating providers of
electricity and shall be limited, except as expressly set forth in the next sentence, to providing
power sufficient to meet the Electricity Consumption Threshold for each Suite. In addition,
Landlord shall furnish back-up power for the Premises sufficient to meet the Back-Up Power
Specifications. Landlord hereby represents that the Back-Up Power Specifications are sufficient to
support the Datacenter’s designed IT and HVAC system loads during a utility power outage. Except
for the Back-Up Power Specifications, Landlord shall have no obligation to provide emergency,
supplemental or back-up power systems for use in the Premises, or otherwise in, or for, the Tenant
Space.



     B. HVAC. Landlord shall furnish HVAC to the Premises sufficient to cause the average
temperature and humidity of the Premises (measured at the return air vents in the Premises) to meet
the HVAC Specifications. The obligation of Landlord to provide HVAC to the Premises shall be
limited to providing HVAC sufficient to meet the HVAC Specifications.


2. Interruptions of Landlord’s Essential Services; Losses of Redundancy.




     A. Outage Credits; and Partial Outage Credits.



-1-









 





          (1) Upon the occurrence of each Separate/Independent Interruption of Landlord’s Essential
Services, Tenant shall be entitled to an Outage Credit in the amount set forth opposite the
duration of such Interruption of Landlord’s Essential Services in Table 2.A.(1)-A and 2.A.(1)-B,
below, as applicable:




Table Related to the Calculation of Outage Credits (Table 2.A.(1)-A)



	 	 	 
	Interruption Duration:	 	Tenant’s Remedy:
	0-1 hour

	 	The Level-1 Outage Credit(s)
described in Table 2.A.(1)-B,
below.
	 
	 	 
	1hr, 1minute through 4 consecutive
hours during which such Interruption
of Landlord’s Essential Services
occurs or continues

	 	One (1) Outage Credit in addition
to Outage Credit(s) granted, above,
for such Interruption for the 0-1
hour outage period.
	 
	 	 
	4hrs, 1minute through 8 consecutive
hours during which such Interruption
of Landlord’s Essential Services
occurs or continues

	 	One (1) Outage Credit in addition
to the Outage Credits granted,
above, for such Interruption for
0-1 hour outage period and 1-4 hour
outage period.
	 
	 	 
	8hrs, 1minute through 12 consecutive
hours during which such Interruption
of Landlord’s Essential Services
occurs or continues

	 	One (1) Outage Credit in addition
to Outage Credits granted, above,
for such Interruption for 0-1 hour
outage period, 1—4 hour outage
period and 4-8 hour outage period.
	 
	 	 
	Each twelve (12) hour period
thereafter during which such
Interruption of Landlord’s Essential
Services occurs or continues.

	 	One (1) Outage Credit in addition
to Outage Credits granted, above,
previously for such Interruption.






Table Describing the Level-1 Outage Credits (Table 2.A.(1)-B)



	 	 	 
	Interruption Occurrence:	 	Level-1 Outage Credit:
	Each First Interruption.

	 	One (1) Outage Credit.
	 
	 	 
	Each Second Interruption.

	 	Two (2) Outage Credits.
	 
	 	 
	Each Third Interruption.

	 	Three (3) Outage Credits.
	 
	 	 
	Each Four-Plus Interruption.

	 	Four (4) Outage Credits.






          (2) Upon the occurrence of each Loss of Redundancy that occurs for at least one hundred sixty
eight (168) consecutive hours (i.e., seven (7) full twenty-four (24) hour periods), Tenant shall be
entitled to one-half (1/2) of an Outage Credit (each, a “Partial Outage Credit”) as set forth
opposite the duration of such Loss of Redundancy in Table 2.A.(2), below:




Table Related to the Calculation of Partial Outage Credits (Table 2.A.(2))



	 	 	 
	Loss of Redundancy Duration:	 	Tenant’s Remedy:
	One hundred sixty eight (168)
consecutive hours.

	 	One Partial Outage Credit.
	 
	Each period of one hundred sixty
eight (168) consecutive hours
thereafter during which such Loss of
Redundancy continues.

	 	One (1) Partial Outage Credit in
addition to the Partial Outage
Credit granted, above, previously
for such Loss of Redundancy.






-









 






          (3) In the event that Tenant is entitled to an Outage Credit or Partial Outage Credit, the
Outage Credit or Partial Outage Credit, as applicable, shall be applied as a credit towards
Tenant’s Base Rent due in the immediately following month of the Term; provided, however, in the
event that an Outage Credit or Partial Outage Credit accrues during the final month of the Term,
Landlord will pay to Tenant the amount of the Outage Credit or Partial Outage Credit within thirty
(30) days following the expiration of the Term. For the avoidance of doubt, Landlord and Tenant
acknowledge and agree that, in the event the Interruption of Landlord’s Essential Services and/or
Loss of Redundancy affects fewer than all of the Suites, the Outage Credit(s) (or Partial Outage
Credit, as applicable) to which Tenant is entitled shall be calculated based upon the Base Rent for
the affected Suite(s) only.




          (4) The foregoing notwithstanding, (a) the aggregate total of Outage Credits and Partial
Outage Credits to which Tenant may become entitled in any calendar month shall not exceed Tenant’s
total monthly Base Rent (at the time of the event); and (b) Tenant’s entitlement to, and accrual
of, Outage Credits related to any Interruption — Electrical shall occur only from and after the
point at which the aggregate duration of all Interruptions — Electrical for the applicable Suite
during any rolling twelve (12) month period exceeds the Interruption — Electrical Duration
Threshold.




     B. Interruption Cure Completion Notice. Once Landlord has rectified a particular Interruption
of Landlord’s Essential Services or Loss of Redundancy, Landlord shall provide the Interruption
Cure Completion Notice to Tenant as soon as is reasonably practicable thereafter.



     C. Performance Review The Tenant and Landlord will meet periodically at Tenant’s request, but
no less than annually, to review the Landlord’s performance and compliance with the performance
standards, as specified in this Exhibit.


3. Termination Rights.




     A. Continuous Outage Termination Right. In the event of a Continuous Outage, Tenant may
terminate this Lease by timely delivery of the Continuous Outage Termination Notice to Landlord.
Tenant’s failure to timely deliver Tenant’s Continuous Outage Termination Notice shall
automatically extinguish Tenant’s right to terminate this Lease with respect to that particular
Continuous Outage. For the avoidance of doubt, Landlord and Tenant acknowledge and agree that
Tenant’s right to terminate this Lease under this Section 3.A applies to the entire Tenant Space,
and does not apply individually to the Suite in which the Continuous Outage occurred.



     B. Chronic Outage Termination Right. In the event of a Chronic Outage, Tenant may terminate
this Lease by timely delivery of the Chronic Outage Termination Notice to Landlord. Tenant’s
failure to timely deliver Tenant’s Chronic Outage Termination Notice shall automatically extinguish
Tenant’s right to terminate this Lease with respect to that particular Chronic Outage. For the
avoidance of doubt, Landlord and Tenant acknowledge and agree that Tenant’s right to terminate this
Lease under this Section 3.B applies to the entire Tenant Space, and does not apply individually to
the Suite in which the Chronic Outage occurred.


4. Remedies Exclusive. Tenant agrees that Tenant’s entitlement to Outage Credits, Partial Outage
Credits and termination rights, as expressly set forth in this Exhibit “F”, shall be Tenant’s sole
and exclusive remedies with regard to each Interruption of Landlord’s Essential Services and/or
Loss of Redundancy.




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EXHIBIT “G”




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EXHIBIT “H”




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EXHIBIT “I”




INTENTIONALLY DELETED



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EXHIBIT “J”




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EXHIBIT
“K”


FORM OF MEMO OF LEASE


MEMORANDUM OF LEASE



Notice is hereby given pursuant to the laws of the Commonwealth of Massachusetts of a lease upon
the following terms:



Date of
Execution:                ________________, 20__



Landlord:                               Digital 55 Middlesex, LLC, a Delaware limited liability company.



Tenant:                                  Constant Contact, Inc., a Delaware corporation.



Premises; Pathways:           (i) Approximately 600 square feet of area in the Building (defined below), known
as Suite 1.5;





	 	(ii)	 	Approximately 1800 square feet of area in the Building, known
as Suite 1.5.1;
	 
	 	(iii)	 	Approximately 2000 square feet of area in the Building, known as Suite 1.5.2;
	 
	 	(iv)	 	Approximately 1200 square feet of area in the Building, known
as Suite 1.14A (i — iv, collectively, the “Premises”);
	 
	 	(v)	 	Two (2) two-inch (2”) conduits from Suite 1.5 to the West POP Room;
	 
	 	(vi)	 	Two (2) three-inch (3”) conduits from Suite 1.5.2 to the West POP Room;
	 
	 	(vii)	 	Two (2) three-inch (3”) conduits from Suite 1.5 to Suite 1.5.1;
	 
	 	(viii)	 	Two (2) three-inch conduits from Suite 1.5.1 to Suite 1.5.2;
	 
	 	(ix)	 	One (1) Max-cell sleeve, as hereafter designated by Landlord, from the
Datacenter Connection Area to the East POP Room, contained within in a shared
four-inch (4”) conduit;
	 
	 	(x)	 	Two (2) conduits, each being two inches (2”) to three inches (3”) in diameter,
from Suite 1.14A to Suite 1.5.1 via pathway designated by Landlord; and

	 
	 	(xi)	 	Two (2) conduits, each being two inches (2”) to three inches (3”) in
diameter, from Suite 1.14A to Suite 1.5.2 via pathway designated by Landlord (v —
xi, collectively, the “Pathways”).






	 	 	 	The Premises and such Pathways are located within the “Building” known as 55
Middlesex Turnpike, Bedford, Massachusetts and more particularly described in the
Lease, which Building is located on the land more particularly described on
Exhibit 1




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	 	 	 	attached hereto.






	Term:		 	Approximately seventy-two (72) full calendar months (i.e., commencing on
____________________, 2011, and expiring seventy-two (72) full calendar months
thereafter, unless extended pursuant to the Lease).
	 
	Extension Option:	 	 	Two (2) Extension Options, each to extend the Term for an Extension Term of sixty
(60) months each, subject to the terms and conditions of the Lease.






     This Memorandum of Lease has been executed merely to give notice of the Lease, and all of the
terms, conditions and covenants thereof which are incorporated herein by reference. The parties
hereto do not intend this Memorandum of Lease to modify or amend the terms, conditions and
covenants of the Lease.



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     Executed as an instrument under seal as of the ____ day of _________________, 2011.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LANDLORD:	 	 	 	TENANT:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DIGITAL 55 MIDDLESEX, LLC,	 	 	 	Constant Contact, Inc., a Delaware corporation
	a Delaware limited liability company	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	Digital Realty Trust, L. P.,	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	a Maryland limited partnership,	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	its member and manager	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	By:
	 	Digital Realty Trust, Inc.,
	 	 	 	By:	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	a Maryland corporation,
	 	 	 	 	 	Name:	 	 	 	 	 	 	 	 
	 

	 	 	 	its general partner
	 	 	 	 	 	Title:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	       Name:	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	       Title:	 	 	 	 	 	 	 	 	 	 	 	 	 	 






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STATE
OF
______________________






			
	_____________ County, ss.
	 	_________________, 20__





On this ____ day of ________________, 20__, before me, the undersigned notary public, personally
appeared ____________________, the __________________ of Digital Realty Trust, Inc., a Maryland
corporation which is the general partner of Digital Realty Trust, L.P., a Maryland limited
partnership which is the member and manager of Digital 55 Middlesex, LLC, proved to me through
satisfactory evidence of identification, which was _______________________, to be the person whose
name is signed on the preceding or attached document, and acknowledged to me that he signed it
voluntarily for its stated purpose, as the __________________ of Digital Realty Trust, Inc., a
Maryland corporation which is the general partner of Digital Realty Trust, L.P., a Maryland limited
partnership which is the member and manager of Digital 55 Middlesex, LLC.




__________________________(official signature and seal of notary)

My commission expires ________________________



[Affix Seal]







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COMMONWEALTH

OF MASSACHUSETTS






			
	__________ County, ss.
	 	_________________, 20__





On this ____ day of ________________, 20__, before me, the undersigned notary public, personally
appeared ______________, the _________________ of Constant Contact, Inc., proved to me through
satisfactory evidence of identification, which was __________________ _______________________, to
be the person whose name is signed on the preceding or attached document, and acknowledged to me
that he signed it voluntarily for its stated purpose, as the ______________________ of Constant
Contact, Inc.




__________________________(official signature and seal of notary)

My commission expires ________________________



[Affix Seal]







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EXHIBIT 1

Legal Description





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