semrush1stamendmentfinal






  FIRST AMENDMENT TO LEASE   FIRST AMENDMENT TO LEASE dated as of this _____ day of _____ , 2021 (the  “Effective Date”) by and between BP PRUCENTER ACQUISITION LLC, a Delaware  limited liability company (“Landlord”) and SEMRUSH INC., a Delaware corporation  (“Tenant”).   RECITALS   By Lease dated November 19, 2018 (the “Lease”), Landlord did lease to Tenant and  Tenant did hire and lease from Landlord certain premises (referred to in the Lease as the  “Premises” and hereinafter referred to as the “Initial Premises”) containing 7,234 square feet  of rentable floor area (referred to in the Lease as the “Rentable Floor Area of the Premises”  and hereinafter referred to as the “Rentable Floor Area of the Initial Premises”) located on  the twenty-fourth (24th) floor of the building known as and numbered the Prudential Tower,  800 Boylston Street, Boston, Massachusetts (the “Building”).   Landlord and Tenant have agreed (i) to increase the size of the Initial Premises by  adding thereto 9,233 square feet of rentable floor area (the “Rentable Floor Area of the First  Additional Premises”) located on the twenty-fourth (24th) floor of the Building, which space  is shown on Exhibit A attached hereto and made a part hereof (the “First Additional  Premises”) and (ii) to extend the Term of the Lease as provided herein, upon all of the same  terms and conditions contained in the Lease except as otherwise provided in this First  Amendment to Lease (the “First Amendment”).   Landlord and Tenant are entering into this instrument to set forth said leasing of the  First Additional Premises, to extend the Term of the Lease and to amend the Lease.   NOW THEREFORE, in consideration of One Dollar ($1.00) and other good and  valuable consideration in hand this date paid by each of the parties to the other, the receipt  and sufficiency of which are hereby severally acknowledged, and in further consideration of  the mutual promises herein contained, Landlord and Tenant hereby agree to and with each  other as follows:   1.  The Term of the Lease, which but for this First Amendment is scheduled to expire on  December 31, 2021, is hereby extended for the period commencing on January 1,  2022 and expiring on the expiring on the date which is sixty two (62) months  subsequent to the “First Additional Premises Commencement Date” (as hereinafter  defined) (plus the partial month, if any immediately following the First Additional  Premises Commencement Date) (the “First Extended Term”), unless extended or  sooner terminated in accordance with the provisions of the Lease, upon all the same  terms and conditions contained in the Lease as herein amended.   





 






  1   S:\Legal\Boston\Prudential Tower\Amendments\Semrush 1st Amendment(d).docx   2.  (A) On the conditions (which conditions Landlord may waive by written notice to  Tenant) that both at the time of exercise of the herein described option to extend  and as of the commencement of the “Second Extended Term” (hereinafter  defined) (i) there exists no “Event of Default” (defined in Section 15.1 of the  Lease) and there have been no more than three (3) Event of Default occurrences  during the Term (ii) the Lease is still in full force and effect, and (iii) Tenant has  neither assigned the Lease nor is then subletting more than twenty five percent  (25%) of the Rentable Floor area of the Premises (except for an assignment or  subletting permitted without Landlord's consent under Section 12.5 of the Lease),  Tenant shall have the right to extend the Term of the Lease upon all the same  terms, conditions, covenants and agreements contained in the Lease (except for  the Annual Fixed Rent which shall be adjusted during the option period as  hereinbelow set forth and except that there shall be no further option to extend)  for one (1) period of five (5) years as hereinafter set forth. The option period is  sometimes herein referred to as the “Second Extended Term.” Notwithstanding  any implication to the contrary, Landlord has no obligation to make any additional  payment to Tenant in respect of any construction allowance or the like or to  perform any work to the Premises as a result of the exercise by Tenant of such  option.   (B) If Tenant desires to exercise said option to extend the Term, then Tenant shall  give notice (the “Exercise Notice”) to Landlord, not earlier than fifteen (15)  months nor later than twelve (12) months prior to the expiration of the First  Extended Term exercising such option to extend. Promptly after Landlord's  receipt of the Exercise Notice, Landlord shall provide Landlord's quotation to  Tenant of a proposed annual rent for the Second Extended Term (“Landlord's   Rent Quotation”). If at the expiration of thirty (30) days after the date when  Landlord provides such quotation to Tenant (the “Negotiation Period”), Landlord  and Tenant have not reached agreement on a determination of an annual rental for  the Second Extended Term and executed a written instrument extending the Term  of the Lease for the Second Extended Term pursuant to such agreement, then  Tenant shall have the right, for thirty (30) days following the expiration of the   Negotiation Period, to make a request to Landlord for a broker determination (the  “Broker Determination”) of the Prevailing Market Rent (as defined in Exhibit E  for the Second Extended Term, which Broker Determination shall be made in the  manner set forth in Exhibit E. If Tenant timely shall have requested the Broker  Determination, then the Annual Fixed Rent for the Second Extended Term shall  be the Prevailing Market Rent as determined by the Broker Determination. If  Tenant does not timely request the Broker Determination, then Annual Fixed Rent  during the Second Extended Term shall be equal to the greater of (a) Landlord's  Rent Quotation or (b) the Annual Fixed Rent in effect during the last twelve (12)  month period of the First Extended Term immediately prior to such Second  Extended Term.   





 






  (C) Upon the giving of the Exercise Notice by Tenant to Landlord exercising  Tenant's option to extend the Lease Term in accordance with the provisions of   2   S:\Legal\Boston\Prudential Tower\Amendments\Semrush 1st Amendment(d).docx   Section B above, the Lease and the Lease Term shall automatically be deemed  extended, for the Second Extended Term, without the necessity for the execution  of any additional documents, except that Landlord and Tenant agree to enter into  an instrument in writing setting forth the Annual Fixed Rent for the Second  Extended Term as determined in the relevant manner set forth in this Section 2;  and in such event all references to the Lease Term or the term of the Lease shall  be construed as referring to the Lease Term, as so extended, unless the context  clearly otherwise requires, and except that there shall be no further option to  extend the Lease Term. Notwithstanding anything contained herein to the  contrary, and in no event shall the Lease Term be extended for more than five  (5) years after the expiration of the First Extended Term.   3. (A) Effective as of the “First Additional Premises Commencement Date” (as  defined in Section 4 below), the First Additional Premises shall constitute a part  of the “Premises” demised to Tenant under the Lease, so that the “Premises” (as  defined in Section 1.1 of the Lease), shall include the Initial Premises and the  First Additional Premises.   (B)  As soon as may be convenient after the First Additional Premises  Commencement Date has been determined, Landlord and Tenant agree to join  with each other in the execution of a written Declaration, in the form of Exhibit B  attached hereto, in which the date on which the First Additional Premises  Commencement Date shall be stated. If Tenant fails to execute such Declaration,  the First Additional Premises Commencement Date shall be as reasonably  determined by Landlord in accordance with the terms of this First Amendment.   4. The following definitions are added to Section 1.1 of the Lease immediately after  the definition of “Rent Commencement Date”:   First Additional Premises  That date which is the earlier to occur  Commencement Date:  of (i) the later to occur of (x) January   1, 2022 or (y) the date on which the   First Additional Premises are  “substantially complete” as provided  in Exhibit D to the First Amendment  to Lease or (ii) the date upon which  Tenant commences beneficial use of  any portion of the First Additional  Premises for the Permitted Use.   





 






   First Additional Premises  January 1, 2022.   Scheduled Term   Commencement Date:    First Additional Premises  March 1, 2022.   Outside Completion Date:    3   S:\Legal\Boston\Prudential Tower\Amendments\Semrush 1st Amendment(d).docx    





 






  First Additional Premises  The date which is sixty (60) days Rent  Commencement Date:  subsequent to the First Additional Premises  Commencement Date.   5.  (A)  Annual Fixed Rent for the Initial Premises shall continue to be payable  as set forth in the Lease for the remainder of the Original Term (i.e., through  December 31, 2021).   (B) Annual Fixed Rent for the Initial Premises during the First Extended Term  shall be payable as follows:   Time Period  Rate PSF  Annual Rate   1/1/22 – 2/28/22  Free Rent  Free Rent   3/1/22- 2/28/23  $77.00  $557,018.00   3/1/23-2/29/24  $78.54  $568,158.36   3/1/24-2/28/25  $80.11  $579,515.74   3/1/25-2/28/26  $81.71  $591,090.14   3/1/26- the expiration  of the First Extended  Term 2/28/27   $83.35  $602,953.90   (C) Annual Fixed Rent for the First Additional Premises shall be payable as  follows:   Time Period  Rate PSF  Annual Rate   First Additional   Premises   Commencement Date -  day immediately prior  to the First Additional  Premises Rent   Commencement Date   Free Rent  Free Rent   First Additional   Premises Rent   Commencement Date   – 2/28/23   $77.00  $710,941.00   3/1/23-2/29/24  $78.54  $725,159.82   3/1/24-2/28/25  $80.11  $739,655.63   3/1/25-2/28/26  $81.71  $754,428.43   3/1/26- the expiration   of the First Extended  Term   $83.35  $769,570.55   4   S:\Legal\Boston\Prudential Tower\Amendments\Semrush 1st Amendment(d).docx   





 






S:\Legal\Boston\Prudential Tower\Amendments\Semrush 1st Amendment(d).docx     (D)  Notwithstanding the foregoing, so long as no monetary Event of Default  of Tenant exists (as defined in Section 15.1 of the Lease), Annual Fixed Rent  shall not be payable by Tenant respecting the Initial Premises and the First  Additional Premises for the free rent periods set forth above, provided,  however, that during such period Tenant shall be required to comply with all  other terms and conditions of the Lease as and at the time provided therein.   6. (A) For purposes of computing Tenant’s payments for the “Tax Excess” (as  defined in Section 6.2 of the Lease) and Tenant’s payments for the “Operating  Cost Excess” (as defined in Section 7.5 of the Lease), for the portion of the Term  on and after the First Additional Premises Rent Commencement Date, the  “Rentable Floor Area of the Premises” shall comprise a total of 16,467 square feet  including both the Rentable Floor Area of the Initial Premises (being 7,234 square  feet) and the Rentable Floor Area of the First Additional Premises (being 9,233  square feet). For the portion of the Lease Term prior to the First Additional  Premises Rent Commencement Date, the “Rentable Floor Area of the Premises”  shall continue to be the Rentable Floor Area of the Initial Premises for such  purposes.   (B) For the purposes of computing Tenant’s payments for electricity (as  determined pursuant to Sections 5.2 and 7.5 of the Lease), for the portion  of the Term on and after the First Additional Premises Commencement  Date, the “Rentable Floor Area of the Premises” shall comprise a total of  16,467 square feet including both the Rentable Floor Area of the Initial  Premises (being 7,234 square feet) and the Rentable Floor Area of the  First Additional Premises (being 9,233 square feet). For the portion of the  Lease Term prior to the First Additional Premises Commencement Date,  the “Rentable Floor Area of the Premises” shall continue to be the  Rentable Floor Area of the Initial Premises for such purposes.   7. (A) For the purposes of computing Tenant’s payments of the Tax Excess pursuant  to Article VI of the Lease on and after January 1, 2022, the definition of “Base  Taxes” contained in Section 6.1 of the Lease shall be deleted in its entirety and  replaced with the following:   “Base Taxes” means Landlord’s Tax Expenses (hereinbefore defined) for  fiscal tax year 2023 (that is the period beginning July 1, 2022 and ending  June 30, 2023).   For the portion of the Lease Term prior to January 1, 2022, such definition shall  remain unchanged for such purposes.   (B) For the purposes of computing Tenant’s payments of the Operating Cost   





 






  Excess pursuant to Sections 7.4 and 7.5 of the Lease on and after January 1, 2022,  the definition of “Base Operating Expenses” contained in Section 7.4 of the Lease  shall be deleted in its entirety and replaced with the following:   5   “Base Operating Expenses” means Operating Expenses for the Building  for calendar year 2022 (that is the period beginning January 1, 2022 and  ending December 31, 2022).   For the portion of the Lease Term prior to January 1, 2022, such definition shall  remain unchanged for such purposes.   8. Landlord agrees to perform the work for and respecting the Initial Premises and  the First Additional Premises described in Exhibit C attached hereto and in  accordance with the Work Letter attached hereto as Exhibit D.   9. As of the date hereof, Landlord is holding a security deposit in the amount of  $88,013.67 (the “Existing Security Deposit”) in accordance with the terms of   Section 16.26 of the Lease. Tenant agrees to pay Landlord an additional   $88,013.67 (the “Additional Security Deposit”) which Additional Security  Deposit shall be held by Landlord along with the Existing Security Deposit as  security for the performance by Tenant of all obligations on the part of the Tenant  under the Lease in accordance with Section 16.26 of the Lease. The Existing  Security Deposit is in the form of an irrevocable standby letter of credit issued by  Citibank, N.A. (the “Letter of Credit”) and is scheduled to expire on March 15,  2022. Tenant agrees that on or before the December 31, 2021, it shall deliver to  Landlord either (i) cash in the amount of $88,013.67 for the Additional   Security Deposit or (ii) an amendment to the Letter of Credit (“Letter of Credit   Amendment) which provides for an increase in the amount of the credit to  $176,027.34 and a final expiry date of seventy-five (75) days after the expiration  of the First Extended Term. The failure of Tenant to provide either the cash  security deposit or the Letter of Credit Amendment as and at the time provided  herein shall be deemed an Event of Default of Tenant under the Lease.   10.  The balance of the space on the twenty-fourth (24th) floor of the Building which  is not leased to Tenant is vacant and available as of the date hereof (the "Offer  Space"). Landlord shall have the right to lease the Offer Space (or portions  thereof) to a third party or parties upon terms and conditions determined by  Landlord without triggering any of Tenant’s rights hereunder. Such initial lease or  leases and the terms thereof, including, but not limited to, the original terms, any  options to extend the terms, any expansion options and any amendments thereto  (which amendments may extend the term or expand the premises under such  initial leases) are hereinafter called the “Initial Leases” and the tenants under the  Initial Leases are hereinafter called the “Initial Tenants.” Subject to the Initial  Leases and the rights of the Initial Tenants thereunder, and subject to any  





 






S:\Legal\Boston\Prudential Tower\Amendments\Semrush 1st Amendment(d).docx     currently-existing expansion rights (whether such rights are designated as a right  of first offer, right of first refusal, expansion option or otherwise) of any tenant of  the Building existing on the Effective Date, which rights are prior to the offer  right of Tenant under this Section 10 (“Rights of Existing Tenants”) and provided  that at the time any portion of the Offer Space becomes “available for leasing”   6   S:\Legal\Boston\Prudential Tower\Amendments\Semrush 1st Amendment(d).docx   following the initial leasing to the Initial Tenants (for the avoidance of doubt,  Tenant’s offer rights hereunder shall only be available following such initial  leasing) (i) there is no “Event of Default” (as defined in Section 15.1 of the Lease)  and there have been no more than three (3) Event of Default occurrences during  the Term, (ii) Tenant has not assigned the Lease or is then subletting more than  twenty-five percent (25%) of the Premises (except for an assignment or subletting  permitted under Section 12.5 of the Lease), and (iii) the Lease is still in full force  and effect, Landlord agrees not to enter into a lease or leases to relet any portion  of the Offer Space without first giving to Tenant an opportunity to lease such  space for the Annual Market Rent (as hereinafter defined) as determined by  Landlord. The Annual Market Rent shall be the annual fair market rent for such  space as of the date when the same becomes so available for reletting based upon  the use of such space as first class office space utilizing properties of similar  character within the Downtown Boston and Back Bay Market areas and taking  into account all relevant market factors. Offer Space shall be deemed to be  “available for leasing” when (i) Landlord reasonably determines in good faith that  the then-current occupant(s) of such Offer Space will vacate such Offer Space, (ii)  Landlord intends to offer such Offer Space for lease (Tenant acknowledging that  Landlord may offer such space to the Initial Tenants prior to offering the space to  Tenant) and (iii) all superior rights (i.e., rights of the Initial Tenants or the Rights  of Existing Tenants) have lapsed unexercised or have been waived irrevocably in  writing. If such space becomes so available for leasing, Landlord shall notify  Tenant of the availability of such space and shall advise Tenant of the Annual  Market Rent and other business terms upon which Landlord is willing to lease  such space (“Landlord’s offer Notice”). If Tenant wishes to exercise Tenant's right  of offer, Tenant shall do so, if at all, by giving Landlord notice of Tenant's desire  to enter into a lease of such space on such terms within fifteen (15) days after  receipt of Landlord's notice to Tenant of the availability of such space and of such  terms, time being of the essence (“Tenant’s Exercise Notice”). If Tenant shall give  such notice, the same shall constitute an agreement to enter into an amendment to  the Lease setting forth the leasing of the entirety of such space (Tenant having no  right to lease less than the entire amount of such Offer Space offered to Tenant)  within thirty (30) days thereafter (time being of the essence) upon all other terms  and conditions contained in the Lease, except for the Annual Fixed Rent which  shall be equal to the Annual Market Rent as quoted by Landlord and those  provisions which are inappropriate to the business agreement. If Tenant shall not  





 






  so exercise such right within such period, time being of the essence in respect of  such exercise, Tenant shall have no further right of offer hereunder (it being  understood that Tenant's right of offer shall be a one time right only) and Landlord  shall be free to enter into a lease or leases of such space and the remainder of the  Offer Space with another prospective tenant or tenants upon such terms and  conditions as Landlord shall determine, which terms may include rights for  options to extend the term or to expands the size of the premises under such lease  or leases. If Tenant shall timely exercise such right of offer and if, thereafter, the  then occupant of the premises with respect to which Tenant shall have so  exercised such right wrongfully fails to deliver possession of such   7   





 






S:\Legal\Boston\Prudential Tower\Amendments\Semrush 1st Amendment(d).docx    premises at the time when its tenancy is scheduled to expire, Landlord shall use  reasonable efforts and due diligence (which shall be limited to the commencement  and prosecution thereafter of eviction proceedings but which shall not require the  taking of any appeal) to evict such occupant from such space and to deliver  possession of such space to Tenant as soon as may be practicable.  Commencement of the term of Tenant's occupancy and lease of such space shall,  in the event of such holding over by such occupant, be deferred until possession of  the additional space is delivered to Tenant. Further, the failure of the then  occupant of such premises to so vacate shall not give Tenant any right to terminate  the Lease or to deduct from, offset against, withhold or otherwise pay less than the  Annual Fixed Rent or Additional Rent (or any portions thereof) due to Landlord  under the Lease. Notwithstanding the foregoing, Tenant shall have no right to  exercise its offer right hereunder if less than three (3) years remain in the Term of  the Lease unless Tenant, simultaneously with delivering Tenant's   Exercise Notice, also validly exercises its extension option in accordance with  Section 2 hereof (Tenant recognizing that Landlord shall not be obligated to  deliver Landlord's Rent Quotation under said Section 2 any earlier than the date  which is fifteen (15) months prior to the end of the then-current Term). In any  case where Tenant has no right to exercise its offer right (that is, during the last  three (3) years of the Term of the Lease Tenant does not have the ability to  exercise its extension option, or if the offer conditions herein are not met),  Landlord shall not be obligated to deliver Landlord’s Offer Notice to Tenant.   11. (A)  Tenant warrants and represents that Tenant has not dealt with any broker  in connection with the consummation of this First Amendment other than  Newmark (the “Broker”) and in the event any claim is made against Landlord  relative to dealings by Tenant with brokers (other than the Broker), Tenant shall  defend the claim against Landlord with counsel of Tenant’s selection first  approved by Landlord (which approval will not be unreasonably withheld) and  save harmless and indemnify Landlord on account of loss, cost or damage which  may arise by reason of such claim.   (B)  Landlord warrants and represents that Landlord has not dealt with any  broker in connection with the consummation of this First Amendment (other than  the Broker); and in the event any claim is made against Tenant relative to dealings  by Landlord with brokers, Landlord shall defend the claim against Tenant with  counsel of Landlord’s selection first approved by Tenant (which approval will not  be unreasonably withheld) and save harmless and indemnify Tenant on account of  loss, cost or damage which may arise by reason of such claim. Landlord shall be  responsible for the payment of a brokerage commission to the Broker pursuant to  a separate agreement.   12. The Lease is hereby amended as follows:   





 






S:\Legal\Boston\Prudential Tower\Amendments\Semrush 1st Amendment(d).docx    (A) Landlord’s right to relocate the Premises contained in Section 2.1 of the  Lease is hereby deleted in its entirety and of no further force or effect.   8   (B) As of the First Additional Premises Commencement Date, the parking  provided to Tenant pursuant to Section 10.1 of the Lease shall be  increased from four (4) to twelve (12) parking privileges in the Garage for  passenger automobiles in unreserved spaces at the then current parking  rate charged from time to time by the operator of the Garage in  accordance with the terms and conditions set forth in Article X of the  Lease. Tenant may, at any time (but not more than twice during the  Term), elect to relinquish any or all of the parking spaces upon thirty (30)  days prior notice to Landlord and shall thereafter only be required to pay  the monthly parking charges for those parking spaces that Tenant has  elected to use. Upon relinquishing such space(s), Landlord shall not be  obligated to offer such relinquished space to Tenant but Tenant may  subsequently request to re-lease any relinquished space if then available.   (C) Article XII of the Lease (Assignment and Subletting), which currently  prohibits partial subletting, is hereby amended to provide that Tenant may  sublet the whole or any part of the Premises, provided that in addition to  the other requirements set forth in the Lease, partial sublettings of the  Premises shall only be permitted under the following terms and  conditions: (i) the layout of both the subleased premises and the remainder  of the Premises must comply with applicable laws, ordinances, rules  and/or regulations and be approved by Landlord, including, without  limitation, all requirements concerning access and egress; (ii) in the event  the subleased premises are separately physically demised from the  remainder of the Premises, Tenant shall pay all costs of separately  physically demising the subleased premises (provided that Landlord shall  pay such costs if it exercises it termination right pursuant to Section 12.3  of the Lease, as amended in this First Amendment); and (iii) there shall be  no more than two (2) subleases in effect in the Premises at any given time.  Further, notwithstanding language in the Lease to the contrary, in the  event that Tenant shall propose to sublease a portion of the Premises,  Landlord’s termination right contained in Section 12.3 of the Lease is  modified such that Landlord shall only have the right to so terminate the  Lease with respect to the portion of the Premises which Tenant proposes  to sublease (the “Terminated Portion of the Premises”) and if Landlord so  exercises such right, from and after the termination date the Rentable  Floor Area of the Premises shall be reduced to the rentable floor area of  the remainder of the Premises and the definition of Rentable Floor Area of  the Premises shall be so amended and after such termination all references  in this Lease to the "Premises" or the “Rentable Floor Area of the  





 






S:\Legal\Boston\Prudential Tower\Amendments\Semrush 1st Amendment(d).docx    Premises” shall be deemed to be references to the remainder of the  Premises and accordingly Tenant's payments for Annual Fixed Rent,  operating costs, real estate taxes and electricity shall be reduced on a pro  rata basis to reflect the size of the remainder of the Premises.   (D) In Section 15.1(l) the words “or vacates” are hereby deleted.   (E) Section 16.27 of the Lease is hereby amended such that Landlord’s  approval to Tenant’s signage at the entrance to the Premises shall not be   9   unreasonably withheld, conditioned or delayed, so long as Tenant’s proposed  signage is consistent with Landlord’s requirements for signage for the Building.   (F) In Section 16.18 of the Lease (Holding Over), “200%” shall be replaced  with “150%”.   13. Except as otherwise expressly provided herein, all capitalized terms used herein  without definition shall have the same meanings as are set forth in the Lease.   14. Except as herein amended the Lease shall remain unchanged and in full force and  effect. All references to the “Lease” shall be deemed to be references to the Lease  and as amended by the First Amendment and as herein amended.   15. Each of Landlord and Tenant hereby represents and warrants to the other that all  necessary action has been taken to enter this First Amendment and that the person  signing this First Amendment on its behalf has been duly authorized to do so.   16. The parties acknowledge and agree that this First Amendment may be executed  by electronic signature, which shall be considered as an original signature for all  purposes and shall have the same force and effect as an original   signature. Without limitation, “electronic signature” shall include faxed versions  of an original signature or electronically scanned and transmitted versions (e.g.,  via pdf) of an original signature.   





 






S:\Legal\Boston\Prudential Tower\Amendments\Semrush 1st Amendment(d).docx 10   EXECUTED as of the date and year first above written.  LANDLORD:   BP PRUCENTER ACQUISITION LLC  By:  Boston Properties Limited Partnership,  its sole member  By: Boston Properties, Inc.,  its general partner   By:  Name:  Title:  TENANT:   SEMRUSH INC.  By:  Name:  Title:  /s/ Patrick Mulvihill Patrick Mulvihill Senior Vice President /s/ Dmitry Melnikov Dmitry Melnikov Chief Operating Officer 





 






S:\Legal\Boston\Prudential Tower\Amendments\Semrush 1st Amendment(d).docx 11  





 






  EXHIBIT A   FIRST ADDITIONAL PREMISES      





 






12  S:\Legal\Boston\Prudential Tower\Amendments\Semrush 1st Amendment(d).docx  EXHIBIT B    FORM OF COMMENCEMENT DATE AGREEMENT  DECLARATION AFFIXING THE   FIRST ADDITIONAL PREMISES COMMENCEMENT DATE  THIS AGREEMENT made this __ day of ________ 202_ by and between BP PRUCENTER  ACQUISITION LLC (hereinafter “Landlord”) and SEMRUSH INC.   (hereinafter “Tenant”).   WITNESSETH THAT:  1. This Agreement is made pursuant to Section 3(B) of that certain First Amendment to Lease dated ________ , 2021, between the parties aforenamed as Landlord and Tenant (the “First Amendment”). 2. It is hereby stipulated that the First Additional Premises Commencement Date is ___________________ , 202_. [signatures on next page]  





 






13  S:\Legal\Boston\Prudential Tower\Amendments\Semrush 1st Amendment(d).docx  WITNESS the execution hereof by persons hereunto duly authorized, the date first above  written.   LANDLORD:   BP PRUCENTER ACQUISITION LLC  By:  Boston Properties Limited  Partnership, its sole member  By:  Boston Properties, Inc.,  its general partner  By: __  Name:  Title:  TENANT:   SEMRUSH INC.  By: _   Name:  Title:  /s/ Patrick Mulvihill Senior Vice President Patrick Mulvihill /s/ Dmitry Melnikov Dmitry Melnikov Chief Operating Officer 





 






  14   S:\Legal\Boston\Prudential Tower\Amendments\Semrush 1st Amendment(d).docx   EXHIBIT C   TURNKEY PLAN AND MATRIX   ELEMENT  DESCRIPTION  TURN-  KEY   SCOPE   TENANT  COST   Demolition  Demolition of any existing floor, walls, or ceiling as  needed to construct per the plans   X      Carpentry/  Millwork   Laminate Lower Cabinets with Solid Surface countertop  in Pantry per plans (tenant to select countertop)   X     Upper Cabinets in Pantry per plans  X     Thermal &   Moisture   Protection   Interior Caulking as required  X     Fireproofing Patching as needed  X     Doors &  Frames   New painted wood door, frame, and hardware in corridor   X     Wood doors for Offices that receive new office fronts  X     Glass/ Glazing   Drywall   Glass fronts at offices and conference room per the  plans, including attached Semrush Glass sheet   X     Glass sidelites at main tenant entry  X     Glass door at conference room  X     Full height gwb partitions including metal stud framing  and batt insulation at locations shown per the plans   X     Drywall ceilings as shown on the plans  X     Installation of door, frame, and hardware as shown  on plans   X      Acoustic  Ceilings   Building Standard 2x2 ACT System at noted rooms as  shown on plan   X      Resilient  Flooring   New vinyl base at all locations receiving new flooring  X     Floor prep for new flooring as shown on plans  X     Carpet  $40/SY Boston Properties Spec'd, design patterns and  colors to be selected by tenant   X      Painting   New paint throughout, including up to 6 walls in an  accent color   X     New door and frame  X     Paint soffits/ceilings  X     Other wall finishes (Idea paint, etc)    X   





 






  15   S:\Legal\Boston\Prudential Tower\Amendments\Semrush 1st Amendment(d).docx               Equipment/  Specialties   Appliances (refrigerator, dishwasher, and microwave)  X     Projection Screens/TVs    X   Marker boards    X   Fire Extinguishers and cabinets, per code  X     Signage and any and all speciality lighting associated  with Signage      X   Furnishings  Perimeter Manual Window Blinds  X     Fire Protection   Adjust existing sprinkler heads to accommodate new  layout, per NFPA 13   X     Additional sprinkler heads as required for Light Hazard  Use   X     Branch piping only (no mains or risers)  X     Plumbing   Hot and cold water piping, sanitary waste and vent  piping, condensate piping and insulation as required   X     Associated plumbing for sinks and appliances as shown  on plans, including two additional water lines in pantry  for tenant supplied water cooler and coffee machines   X      HVAC   Revise HVAC ductwork to accommodate new layout  including any new VAV/FCU boxes if needed   X     Hot water loop distribution  X     HVAC Controls for LL work  X     New registers, grills and diffusers per plan  X     Balance new equipment  X     Electrical   General power, equipment power, wiring, devices and  distribution   X     LED recessed linears, LED downlights, and LED  pendant as shown on plans   X     Cable TV    X   Floor Cores in open space as shown on the plans  X     Fire Alarm  New and relocated fire alarm devices as required tied  into existing FA panel   X      Telecom/  Security   Design of Tel/data    X   Tel/data cabling and final connections    X   Tenant Space Security System    X   Tenant specific Tel/data equipment and security  equipment, and any additional work with such equipment      X   Furniture  All furniture work    X   





 






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 S:\Legal\Boston\Prudential Tower\Amendments\     Semrush 1st Amendment(d).docx  EXHIBIT D   WORK LETTER   1.1  Substantial Completion    (A)  Plans and Construction Process.   (1) Landlord’s Work. Landlord shall perform the work in the First  Additional Premises shown on the turn-key plan and matrix (the   “Plans”) attached to this First Amendment as Exhibit C  (“Landlord’s Work in the First Additional Premises”); provided,  however, that Landlord shall have no responsibility for the  installation or connection of Tenant’s computer, telephone, other  communication equipment, systems or wiring or any items not  designated as being part of the “Turn-Key Scope” on Exhibit C.  Any such items of work not designated as being part of the  “TurnKey Scope” on Exhibit C shall be payable by Tenant as set  forth in Section 1.2 below.   Tenant is currently in occupancy of the Initial Premises and,  accordingly, shall accept the Initial Premises in their current “asis”  condition for the First Extended Term, and Landlord shall have no  obligation to perform any additions or alterations thereto except  for the work specified on Exhibit C necessary to combine the  Initial Premises and the First Additional Premises.   (2) Change Orders. Tenant shall have the right, in accordance  herewith, to submit for Landlord’s approval change proposals with  respect to items of work not shown on the Plans (each, a “Change  Proposal”). Landlord agrees to respond to any such Change  Proposal within such time as is reasonably necessary (taking into  consideration the information contained in such Change Proposal)  after the submission thereof by Tenant, advising Tenant of any  anticipated increase in costs which costs shall include a   construction management fee equal to 4% of the hard costs of such  Change Proposal (“Change Order Costs”) associated with such  Change Proposal, as well as an estimate of any delay which would  likely result in the completion of the Landlord’s Work in the First  Additional Premises if a Change Proposal is made pursuant  thereto (“Landlord’s Change Order Response”). Tenant shall have  the right to then approve or withdraw such Change Proposal  within five (5) days after receipt of Landlord’s Change Order  Response. If Tenant fails to respond to Landlord’s Change Order  Response within such five (5) day period, such Change Proposal  





 






 S:\Legal\Boston\Prudential Tower\Amendments\     shall be deemed withdrawn. If Tenant approves Landlord’s  Change Order   18   Semrush 1st Amendment(d).docx  Response, then such Change Proposal shall be deemed a “Change   Order” hereunder and if the Change Order is made, then the  Change Order Costs associated with the Change Order shall be  deemed additions to the cost of the Landlord’s Work in the First  Additional Premises and shall be payable by Tenant as set forth  in Section 1.2 below.   (3)  Tenant Response to Requests for Information and Approvals.  Except to the extent that another time period is expressly herein  set forth, Tenant shall respond to any request from Landlord,  Landlord’s architect, Landlord’s contractor and/or Landlord’s  construction representative for approvals or information in  connection with Landlord’s Work in the First Additional  Premises, within five (5) days of Tenant’s receipt of such request.  In addition, Tenant shall, within five (5) days after receipt thereof  from Landlord, execute and deliver to Landlord any affidavits and  documentation required in order to obtain all permits and  approvals necessary for Landlord to commence and complete  Landlord’s Work in the First Additional Premises on a timely  basis (“Permit Documentation”).    (B)  Substantial Completion; Tenant Delay.   (1) Landlord’s Obligations. Subject to delays due to Tenant Delays (as  hereinafter defined) and delays due to Force Majeure, as defined in  the Lease, Landlord shall use reasonable speed and diligence to  have the Landlord’s Work in the First Additional Premises  substantially completed on or before the First Additional Premises  Scheduled Term Commencement Date, but Tenant shall have no  claim against Landlord for failure so to complete construction of  Landlord’s Work in the First Additional Premises except for the  right to terminate this Lease with respect to the First Additional  Premises, without further liability to either party, in accordance  with the provisions hereinafter specified. It is understood and  agreed that Landlord shall be performing certain work in the  Premises as set forth on Exhibit B attached hereto (the “Landlord’s  Work”). Tenant acknowledges and agrees that Landlord will be  performing the Landlord’s Work while Tenant is in occupancy of  the Initial Premises, and accordingly Landlord and Tenant agree to  cooperate with each other in good faith to ensure that the Landlord’s  





 






 S:\Legal\Boston\Prudential Tower\Amendments\     Work can be undertaken in an efficient and costeffective manner  and so as to minimize any unreasonable interference with Tenant’s  business operations in the Initial Premises (consistent with the  nature of the work being performed).   19   Semrush 1st Amendment(d).docx  





 






 





 






  (2) Definition of Substantial Completion. The First Additional  Premises shall be treated as having been substantially completed  and be deemed ready for Tenant’s occupancy on the later of:   (a) The date on which Landlord’s Work in the First  Additional Premises, together with common  facilities for access and services to the First  Additional Premises, has been completed (or would  have been completed except for Tenant Delay)  except for items of work and adjustment of  equipment and fixtures which can be completed  after occupancy has been taken without causing  substantial interference with Tenant’s use of the  First Additional Premises (i.e. so-called “punch  list” items), or   (b) The date when permission has been obtained from  the applicable governmental authority, to the extent  required by law, for occupancy by Tenant of the  First Additional Premises for the Permitted Use,  unless the failure to obtain such permission is due  to a Tenant Delay.   In the event of any dispute as to the date on which Landlord’s  Work in the First Additional Premises has been completed, the  reasonable determination of Landlord’s architect as to such date  shall be deemed conclusive and binding on both Landlord and  Tenant.   (3) Incomplete Work. Landlord shall complete as soon as conditions  practically permit any incomplete items of Landlord’s Work in the  First Additional Premises, and Tenant shall cooperate with  Landlord in providing access as may be required to complete such  work in a normal manner.   (4) Early Access by Tenant. Landlord shall permit Tenant access for  installing Tenant’s trade fixtures in portions of the First Additional  Premises prior to substantial completion when it can be done  without material interference with remaining work or with the  maintenance of harmonious labor relations. Any such access by  Tenant shall be upon all of the terms and conditions of the Lease   (other than the payment of Annual Fixed Rent) and shall be at  Tenant’s sole risk, and Landlord shall not be responsible for any  injury to persons or damage to property resulting from such early  access by Tenant.   





 






  20   S:\Legal\Boston\Prudential Tower\Amendments\Semrush 1st Amendment(d).docx   (5) Prohibition on Access by Tenant Prior to Actual Substantial  Completion. If, prior to the date that the First Additional Premises  are in fact actually substantially complete, the First Additional  Premises are deemed to be substantially complete pursuant to the  provisions of this Exhibit D (i.e. and the First Additional Premises  Commencement Date has therefore occurred), Tenant shall not  (except with Landlord’s consent) be entitled to take possession of  the First Additional Premises until the First Additional Premises are  in fact actually substantially complete.    (C)  Tenant Delay.    (1)  A “Tenant Delay” shall be defined as the following:   (a) Tenant’s failure timely to respond to any request  from Landlord, Landlord’s architect, Landlord’s  contractor and/or Landlord’s construction  representative or to timely provide all required  Permit Documentation to Landlord within the  applicable time periods set forth in this Exhibit D;   (b) Tenant’s failure to pay the Tenant Plan Excess  Costs in accordance with Section 1.2;   (c) Any delay due to items of work required or made  by Tenant for which there is long lead time in  obtaining the materials therefor or which are  specially or specifically manufactured, produced or  milled upon the requirement or request of Tenant  for the work in or to the First Additional Premises  and require additional time for receipt or  installation; provided Tenant has been advised of  such long lead item and been given an opportunity  to make another selection;   (d) Any delay due to changes, alterations or additions  required or made by Tenant with respect to items  not shown on the Plans including, without  limitation, Change Orders; or   (e) Any other delays caused by Tenant, Tenant’s  contractors, architects, engineers, or anyone else  engaged by Tenant in connection with the  preparation of the First Additional Premises for  





 






22   S:\Legal\Boston\Prudential Tower\Amendments\Semrush 1st Amendment(d).docx  Tenant’s occupancy, including, without limitation,  utility companies and other entities furnishing   21   S:\Legal\Boston\Prudential Tower\Amendments\Semrush 1st Amendment(d).docx   communications, data processing or other service,  equipment, or furniture.   (f) The Tenant Delays described above shall only be  deemed a Tenant Delay if Landlord has first given  Tenant notice (which notice may be verbal, written  or given electronically by email) that a situation  exists which constitutes a Tenant Delay, provided  that, if notice has been given pursuant to another  section of this Lease for such event or failure no  further notice shall be required hereunder.    (2)  Tenant Obligations with Respect to Tenant Delays.   (a) Tenant covenants that no Tenant Delay shall delay  commencement of the Term with respect to the First  Additional Premises or the obligation to pay Annual Fixed   Rent or Additional Rent, regardless of the reason for such   Tenant Delay or whether or not it is within the control of   Tenant or any such employee. Landlord’s Work in the First  Additional Premises shall be deemed substantially  completed as of the date when Landlord’s Work in the  First Additional Premises would have been substantially  completed but for any Tenant Delays, as determined by  Landlord in the exercise of its good faith business  judgment.   (b) Tenant shall reimburse Landlord the amount, if any, by  which the cost of Landlord’s Work in the First Additional  Premises is increased as the direct result of any Tenant  Delay.   (c) Any amounts due from Tenant to Landlord under this  Section shall be due and payable within thirty (30) days of  billing therefor and shall be considered to be Additional  Rent. Nothing contained in this Section shall limit or  qualify or prejudice any other covenants, agreements,  terms, provisions and conditions contained in the Lease or  this First Amendment.   





 






  1.2  Tenant Plan Excess Costs   Notwithstanding anything contained in this Exhibit D to the contrary, it is  understood and agreed that Tenant shall be fully responsible for (x) the costs of  any items of work not designated on Exhibit C as being part of the “Turn-Key  Scope” and (y) any Change Order Costs (collectively, the “Tenant Plan Excess      





 






24   S:\Legal\Boston\Prudential Tower\Amendments\Semrush 1st Amendment(d).docx  Costs”). To the extent, if any, that there are Tenant Plan Excess Costs, Tenant  shall pay Landlord, as Additional Rent, 50% of the Tenant Plan Excess Costs  prior to the commencement of the Landlord’s Work in the First Additional  Premises with the balance paid upon substantial completion; provided, however,  that in the event that the Tenant Plan Excess Costs are the result of a Change  Order, then Tenant shall pay any such Tenant Plan Excess Costs to Landlord, as   Additional Rent, at the time that Tenant approves any Change Order in question.   1.3  Outside Completion Date   (A) If Landlord shall have failed substantially to complete Landlord’s Work in  the First Additional Premises on or before the First Additional Premises Outside  Completion Date (ie, March 1, 2022) (which date shall be extended automatically  for such periods of time as Landlord is prevented from proceeding with or  completing the same by reason of Landlord’s Force Majeure as defined in the  Lease or any Tenant Delay, without limiting Landlord’s other rights on account  thereof), Tenant’s payment for Annual Fixed Rent for the First Additional  Premises shall be abated by one (1) day for each day beyond the First Additional  Premises Outside Completion Date (as so extended) that Landlord thus fails to  substantially complete Landlord’s Work; provided, however, that such rental  abatement shall not continue beyond July 31, 2022 regardless if Landlord’s Work  is substantially complete as of such date.   (B) If Landlord shall have failed substantially to complete Landlord’s Work in  the First Additional Premises on or before the date which is ninety (90) days  subsequent to the First Additional Premises Outside Completion Date (ie, June 1,  2022) (which date shall be extended automatically for such periods of time as   Landlord is prevented from proceeding with or completing the same by reason of  Landlord’s Force Majeure as defined in the Lease or any Tenant Delay, without  limiting Landlord’s other rights on account thereof), Tenant shall have the right to  terminate the Lease in its entirety (with respect to the Initial Premises and the  First Additional Premises) by giving notice to Landlord of Tenant’s desire to do  so before such completion and within the time period from the date which is  ninety (90) days subsequent to the First Additional Premises Outside Completion  Date (as so extended) until the date which is one hundred and fifty (150) days  subsequent to the First Additional Premises Outside Completion Date (as so  extended) (ie, June 1, 2022 through July 31, 2022); and, upon the giving of such  notice, the term of the Lease shall cease and come to an end without further  liability or obligation on the part of either party unless, within thirty (30) days  after receipt of such notice, Landlord substantially completes Landlord’s Work in  the First Additional Premises.   (C) Each day of Tenant Delay shall be deemed conclusively to cause an  equivalent day of delay by Landlord in substantially completing Landlord’s Work  in the First Additional Premises, and thereby automatically extend for each such  





 






25   S:\Legal\Boston\Prudential Tower\Amendments\Semrush 1st Amendment(d).docx  equivalent day of delay the date of the First Additional Premises Outside  Completion Date. The foregoing rent abatement and right of termination shall be   Tenant’s sole and exclusive remedies at law or in equity or otherwise for  Landlord’s failure to substantially complete the Landlord’s Work in the First  Additional Premises within the time periods set forth herein.   





 






26   S:\Legal\Boston\Prudential Tower\Amendments\Semrush 1st Amendment(d).docx     EXHIBIT E   BROKER DETERMINATION OF PREVAILING MARKET RENT   Where in the Lease to which this Exhibit is attached provision is made for a Broker  Determination of Prevailing Market Rent, the following procedures and requirements  shall apply:   1. Tenant’s Request. Tenant shall send a notice to Landlord in accordance with  Section 3.2 of the Lease, requesting a Broker Determination of the Prevailing   Market Rent, which notice to be effective must (i) make explicit reference to the  Lease and to the specific section of the Lease pursuant to which said request is  being made, (ii) include the name of a broker selected by Tenant to act for  Tenant, which broker shall be affiliated with a major Boston commercial real  estate brokerage firm selected by Tenant and which broker shall have at least ten  (10) years experience dealing in properties of a nature and type generally similar  to the Building located in the Downtown Boston and Back Bay Markets, and (iii)  explicitly state that Landlord is required to notify Tenant within thirty (30) days  of an additional broker selected by Landlord.   2. Landlord’s Response. Within thirty (30) days after Landlord’s receipt of Tenant’s  notice requesting the Broker Determination and stating the name of the broker  selected by Tenant, Landlord shall give written notice to Tenant of Landlord’s  selection of a broker having at least the affiliation and experience referred to  above.   3. Selection of Third Broker. Within ten (10) days thereafter the two (2) brokers so  selected shall select a third such broker also having at least the affiliation and  experience referred to above.   4. Rental Value Determination. Within thirty (30) days after the selection of the  third broker, the three (3) brokers so selected, by majority opinion, shall make a  determination of the annual fair market rental value of the Premises for the  Extended Term. Such annual fair market rental value determination (x) may  include provision for annual increases in rent during said Extended Term if so  determined, (y) shall take into account the as-is condition of the Premises and all  other relevant market factors, and (z) shall take account of, and be expressed in  relation to, the payment in respect of taxes and operating costs and provisions for  paying for so-called tenant electricity as contained in the Lease. The brokers shall  advise Landlord and Tenant in writing by the expiration of said thirty (30) day  period of the annual fair market rental value which as so determined shall be  referred to as the “Prevailing Market Rent”.   





 






27   S:\Legal\Boston\Prudential Tower\Amendments\Semrush 1st Amendment(d).docx  5. Resolution of Broker Deadlock. If the Brokers are unable to agree at least by  majority on a determination of annual fair market rental value, then the brokers  shall send a notice to Landlord and Tenant by the end of the thirty (30) day period      for making said determination setting forth their individual determinations of  annual fair market rental value, and the highest such determination and the lowest  such determination shall be disregarded and the remaining determination shall be  deemed to be the determination of annual fair market rental value and shall be  referred to as the Prevailing Market Rent.   6. Costs. Each party shall pay the costs and expenses of the broker selected by it and  each shall pay one half (1/2) of the costs and expenses of the third broker.   7. Failure to Select Broker or Failure of Broker to Serve. If Tenant shall have  requested a Broker Determination and Landlord shall not have designated a  broker within the time period provided therefor above and such failure shall  continue for more than ten (10) days after notice thereof, then Tenant’s broker  shall alone make the determination of the Prevailing Market Rent in writing to  Landlord and Tenant within thirty (30) days after the expiration of Landlord’s  right to designate a broker hereunder. If Tenant and Landlord have both  designated brokers but the two brokers so designated do not, within a period of  fifteen (15) days after the appointment of the second broker, agree upon and  designate the third broker willing so to act, the Tenant, the Landlord or either  broker previously designated may request the Boston Bar Association (or such  organization as may succeed to the Boston Bar Association) to designate the third  broker willing so to act and a broker so appointed shall, for all purposes, have the  same standing and powers as though he had been reasonably appointed by the  brokers first appointed. In case of the inability or refusal to serve of any person  designated as a broker, or in case any broker for any reason ceases to be such, a  broker to fill such vacancy shall be appointed by the Tenant, the Landlord, the  brokers first appointed or the Boston Bar Association, as the case may be,  whichever made the original appointment, or if the person who made the original  appointment fails to fill such vacancy, upon application of any broker who  continues to act or by the Landlord or Tenant such vacancy may be filled by the  said Boston Bar Association, and any broker so appointed to fill such vacancy  shall have the same standing and powers as though originally appointed.   





 






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