exv10w14






EXHIBIT 10.14




CONSENT TO SUBLEASE




     THIS CONSENT TO SUBLEASE (this “Consent”) is entered into as of the 3lst day of January, 2008,
by and among TRANSWESTERN BRICKSTONE SQUARE, L.L.C., a Delaware limited liability company
(“Landlord”), PALM, INC., a Delaware corporation (“Sublandlord”), and SIGE SEMICONDUCTOR, INC., a
Delaware corporation (“Subtenant”).



W I T N E S S E T H:




     A. Andover Mills LLC (“Original Landlord”) entered into a lease with Sublandlord dated August
22, 2005 (the “Master Lease”), whereby Original Landlord leased to Sublandlord certain premises
(the “Premises”) containing approximately 12,150 square feet of rentable area on the second floor
of the building commonly known as 200 Brickstone Square, Andover, Massachusetts; and



     B. Landlord has heretofore succeeded to all of the right, title and interest of Original
Landlord as the landlord under the Master Lease; and



     C. Sublandlord desires to sublet all of the Premises to Subtenant (the “Subleased Premises”)
and Subtenant desires to lease the Subleased Premises from Sublandlord; and



     D. The terms of the Master Lease require the consent of Landlord to any such subletting and
Landlord has agreed to grant such consent, subject to the terms and conditions set forth herein.



     NOW, THEREFORE, Landlord hereby consents to the sublease of the Subleased Premises between
Sublandlord a Subtenant pursuant to that certain Sublease dated as of
December 11, 2007 (the “Sublease”), a copy of which Sublease is attached hereto and made a part hereof as Exhibit A,
subject to the following terms and conditions:



     1. The Sublease shall be subject and subordinate at all times to all of the covenants,
agreements, terms, provisions and conditions of the Master Lease and of this Consent. Neither
Sublandlord nor Subtenant shall do or permit anything to be done in connection with the Sublease or
Subtenant’s occupancy of the Subleased Premises which will violate the Master Lease or this
Consent.



     2. This Consent shall not be deemed a consent to any amendment of the Sublease or to any
future assignment of the Master Lease or sublease of all or any part of the Premises by
Sublandlord. Sublandlord and Subtenant will not amend the Sublease, without the prior written
consent of Landlord in each instance. Subtenant will not, without prior written consent of
Landlord in each instance, assign the Sublease or sublet the Subleased Premises or any part
thereof.



     3. Subtenant agrees that no alterations, additions or physical changes will be made in the
Subleased Premises or any part thereof without Landlord’s prior written consent in each instance.
All such permitted alterations, additions or physical changes shall remain upon and be surrendered
with the Subleased Premises unless, prior to or upon the expiration or termination of



 









 




the Sublease, Landlord shall give written notice to Subtenant to remove the same, in which
event Subtenant shall remove such alterations, additions or physical changes within ten (10) days
after the expiration or termination of the Sublease, and repair any damage to the Subleased
Premises caused by the installation or removal thereof.




     4. Notwithstanding anything to the contrary contained in the Sublease, nothing contained in
the Sublease or in this Consent shall enlarge or increase Landlord’s obligations or liabilities
under the Master Lease or otherwise, and in the event of a default in the Master Lease which
results in a termination thereof, and in the event of any other termination of the Master Lease
pursuant to the terms thereof, the Sublease, Subtenant’s rights in the Subleased Premises, and
Subtenant’s obligations under the Sublease (except to the extent such obligations would otherwise
have survived the expiration of the Sublease) shall also automatically be terminated.



     5. Upon the execution of this Consent and the Sublease, Subtenant agrees to be fully bound and
obligated under all the terms and conditions of the Master Lease with respect to the Subleased
Premises except for the covenants and agreements of Sublandlord set forth therein with respect to
the payment of “Base Rent”, “Taxes” and “Operating Costs” (as such terms are defined in the Master
Lease) and, except as set forth in Section 6 below, other charges payable from Sublandlord to Prime
Landlord. This Consent by Landlord shall not act to bind Landlord to perform any of the
obligations of Sublandlord as may be provided in the Sublease.



     6. Sublandlord and Subtenant agree that Landlord may furnish to the Subleased Premises
services requested by Subtenant other than or in addition to those to be provided under the Master
Lease, and bill Subtenant directly for such services without notice to Sublandlord. Subtenant
hereby agrees to pay to Landlord all amounts that may become due for such services on the due dates
therefore. If Subtenant shall fail to make such payment, Sublandlord agrees to pay such amounts to
Landlord upon demand as additional rent under the Master Lease.



     7. Subtenant agrees that it shall carry insurance during the entire term required to be
carried by Tenant under the Master Lease. Landlord and Subtenant agree to have all physical damage
or material damage insurance which may be carried by either of them, and Subtenant agrees to have
all business interruption insurance which it carries, endorsed to provide that any release from
liability of, or waiver of claim for, recovery from the other party entered into in writing by the
insured thereunder prior to any loss or damage shall not affect the validity of said policy or the
right of the insured to recover thereunder and providing further that the insurer waives all rights
of subrogation which such insurer might have against the other party. Without limiting any release
or waiver of liability or recovery contained in any other section of the Master Lease, but rather
in confirmation and furtherance thereof, each of the parties hereto waives all claims for recovery
from the other party for any loss or damage to any of its property or damages as a result of
business interruption. Notwithstanding the foregoing or anything contained in this Consent to the
contrary, any release and any waiver of claims shall not be operative, nor shall the foregoing
endorsements be required, in any case where the effect of such release and waiver is to invalidate
insurance coverage or increase the cost thereof (provided that, in the case of increased cost, the
other party shall have the right, within ten (10) days following written notice, to pay such
increased cost keeping such release and waiver in full force and effect).



2









 





     8. Sublandlord and Subtenant agree that, in the event Sublandlord is in default beyond
applicable periods of notice and cure with respect to any of its obligations under the Master
Lease, Subtenant shall, upon receipt of written notice from Landlord delivered to the Subleased
Premises, pay to Landlord all rents as and when due under the Sublease for application against
Sublandlord’s obligations under the Master Lease. No acceptance of rent payments under the
Sublease by Landlord shall be deemed to waive Landlord’s rights and remedies against Sublandlord or
to obligate Landlord to perform Sublandlord’s obligations under the Sublease.



     9. Sublandlord and Subtenant each agree to promptly deliver to Landlord at the office of the
Building copies of all notices received or sent by such party in connection with the Sublease.



     10. Sublandlord hereby represents to Landlord that the Sublease attached hereto as Exhibit A
(a) is a correct and complete copy of the document it purports to be, and (b) contains the entire
agreement and understanding between Sublandlord and Subtenant with regard to the subject matter
contained therein, specifically including without limitation, all agreements concerning rent and
other consideration payable by Subtenant to Sublandlord for the Subleased Premises. Sublandlord
and Subtenant represent and warrant that Sublandlord is not receiving a net profit in connection
with the Sublease.



     11. Sublandlord and Subtenant acknowledge and agree that the Subleased Premises contain 12,150
square feet of rentable area.



     12. Sublandlord shall indemnify, defend and hold harmless Landlord, its members and their
respective members. partners, officers, directors, employees and agents, from and against any and
all liabilities and claims for brokerage commissions and fees arising out of or in connection with
the Sublease of the Subleased Premises.



     13. Sublandlord shall, upon demand, reimburse Landlord for all costs and expenses (including,
without limitation, reasonable fees paid to consultants, if any, and attorneys’ fees) incurred by
Landlord in connection with Landlord’s consideration and documentation of its consent to the
Sublease to the extent that such costs and expenses do not exceed One Thousand Dollars ($1,000).



     14. This Consent shall not be changed orally but only by an agreement in writing signed by all
parties hereto.



     15. This Consent is not intended to nor shall it be construed as a release of Sublandlord from
any of Sublandlord’s obligations to Landlord as tenant under the Master Lease nor shall this
Consent be deemed to consent to any subsequent assignment, subletting, occupation or use of the
Subleased Premises or any portion thereof by another person or entity.



[SIGNATURE PAGE FOLLOWS]






3









 








     IN WITNESS WHEREOF, the parties hereto have caused this Consent to Sublease to be duly
executed as of the day and year first above written.



	 	 	 	 	 
	 	SUBLANDLORD:



PALM, INC., a Delaware corporation

 	 
	 	By:  	/s/ Andy Brown
 	 
	 	 	Name:  	Andy Brown 	 
	 	 	Title:  	Sr. V.P. & C.F.O. 	 
	 



	 	 	 	 	 
	 	SUBTENANT:



SIGE SEMICONDUCTOR, INC., a

Delaware corporation

 	 
	 	By:  	/s/ William H. Burke
 	 
	 	 	Name:  	William H. Burke 	 
	 	 	Title:  	CFO 	 
	 



	 	 	 	 	 
	 	LANDLORD:



TRANSWESTERN BRICKSTONE


SQUARE, L.L.C., a Delaware limited

liability company

 	 
	 	By:  	Transwestern Investment
Company, L.L.C., its agent
 	 
	 	 	 	 
	 	 	 	 



	 	 	 	 	 
	 	By:  	/s/ Joseph P. Concapcion
 	 
	 	 	Name:  	Joseph P. Concapcion 	 
	 	 	Title:  	Senior Vice President 	 
	 








4









 








EXHIBIT A




COPY OF THE SUBLEASE



SUBLEASE




     THIS SUBLEASE (this “Sublease”) is made as of the 11th day of December, 2007 by and
between PALM, INC., a Delaware corporation with an address of 950 W. Maude Avenue, Sunnyvale, CA
94085-2801, Attn: Director Global Real Estate (“Sublandlord”), and SIGE SEMICONDUCTOR,
INC., a Delaware corporation with an address of 100-1050 Morrison Dr., Ottawa, Ontario, Canada, K2H
8K7 (“Subtenant”).



REFERENCE INFORMATION



A. Reference is made to a Lease dated August 22, 2005 between Sublandlord, as “Tenant,” and
Transwestern Brickstone Square, L.L.C., a Delaware limited liability company (as successor to
Andover Mills LLC, a Delaware limited liability company) as “Landlord” (“Prime Landlord”),
(the “Prime Lease”), for certain premises consisting of approximately 12,150 rentable
square feet of space on the second floor within the building known as 200 Brickstone Square,
Andover, Massachusetts, as more particularly described in the Prime Lease (the “Premises”).



B. Sublandlord and Subtenant have agreed that Sublandlord will sublet to Subtenant the entire
Premises for a term commencing on February 1, 2008, and ending on March 31, 2011, unless extended
or sooner terminated as set forth below, subject to the terms and conditions hereinafter set forth;
and




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




	 	1.	 	Condition Precedent; Incorporation; Term.






(a) A condition precedent to the effectiveness of this Sublease is the written
consent of the Prime Landlord to this Sublease.




(b) Subject to the applicable provisions of Section 30(t) below, prior to the
commencement of the Sublease Term (as defined below) Sublandlord shall (i) execute
and deliver to Subtenant a current Bill of Sale substantially in the form of
Exhibit D with respect to the furniture and equipment listed in Schedule B-l
(the “Transferred Personal Property”), and (ii) execute and deliver to
Subtenant’s designated attorney to be held in escrow an undated Bill of Sale
substantially in the form of Exhibit D with respect to the furniture and
equipment listed in Schedule B-2 (the “Leased Personal Property”).




(c) The Reference Information set forth above is incorporated in this Sublease as if
fully set forth herein.




(d) Sublandlord subleases to Subtenant, and Subtenant subleases from Sublandlord,
the Premises, together with any and all rights appurtenant thereto, as



 









 







set forth in the Prime Lease, for a term (the “Sublease Term”) commencing on
February 1st, 2008 (the “Commencement Date”) and ending on March 31, 2011,
unless extended or earlier terminated as set forth below (the “Expiration
Date”). Subtenant’s appurtenant rights include all parking right under Section
15.2 of the Prime Lease.




(e) From and after Monday December 17, 2007, and through the commencement of the
Sublease Term, Subtenant shall have access to the Premises for the purposes of
installing and constructing Subtenant’s furniture, cable and wiring subject to all
of the terms and conditions of this Sublease, but without the obligation to pay Base
Rent, but with the obligation to pay for electricity and telecom charges as provided
below.




(f) Upon the expiration or earlier termination of this Sublease, Subtenant shall
surrender the Premises in the same broom-clean and good order, repair and condition
as they are in on the Commencement Date, provided however, that (i) ordinary wear
and tear, (ii) loss by condemnation and casualty, and (iii) those alterations and
improvements to the Premises made by or on behalf of Subtenant and approved by
Sublandlord and Prime Landlord to remain at the end of the Sublease Term are
excepted. At its sole cost and expense, Subtenant shall repair any damage to the
Premises caused by Subtenant’s use thereof, or by the removal of Subtenant’s
property therefrom.




(g) Provided that Subtenant has satisfied the following conditions before January 1,
2011, then Subtenant shall have the option to extend the Sublease Term by one month
to April 30, 2011 (which date shall then be deemed the Expiration Date) to be
coterminous with the Prime Lease (the “Extension Option”). The Extension
Option is subject to the following listed conditions: (i) Subtenant shall have
entered into a direct agreement with Prime Landlord for occupancy of the Premises
following expiration of the Prime Lease and shall provide a copy of such direct
agreement to Sublandlord, (ii) Prime Landlord shall have released Sublandlord (y)
for any liability for holdover after the expiration of the Prime Lease due to
Subtenant’s occupancy of the Premises, and (z) for any responsibility for
restoration or repair of the Subleased Premises at the expiration of the Prime
Lease, (iii) Subtenant shall tender payment of $16,706.25 as payment of Base Rent
for the month of April 2011, (iv) Subtenant shall not be in default of any provision
of this Sublease, and (v) Subtenant shall provide Sublandlord with timely written
notice of the election to exercise the Extension Option along with all required
documentation and payments.




	 	2.	 	Rent. Subtenant shall pay to Sublandlord base rent (“Base
Rent”) in the amounts set forth in the following table:





	 	 	 	 	 
	Time Period	 	Annual Rate of Base Rent	 	Monthly Payment of Base Rent
	2/1/2008-7/30/2008
	 	None
	 	None
	8/1/2008-12/31/2008
	 	$167,670.00
	 	$13,972.50
	1/1/2009-12/31/2009
	 	$182,250.00
	 	$15,187.50
	1/1/2010-12/31/2010
	 	$194,400.00
	 	$16,200.00






 









 






	 	 	 	 	 
	Time Period	 	Annual Rate of Base Rent	 	Monthly Payment of Base Rent
	1/1/2011-3/31/2011
	 	$200,475.00
	 	$16,706.25
	4/1/2011-4/30/2011*
	 	$200,475.00
	 	$16,706.25








 




			
	*	 	If option to extend is exercised under Section 1(e) above.






Base Rent shall be payable to Sublandlord, partial months to be prorated on a daily
basis, on the first (1st) day of each month in advance by check drawn on a domestic
bank, and shall be paid without prior demand therefor and without any deduction or
setoff whatsoever. Upon execution hereof, Subtenant shall pay to Sublandlord the
first month’s installment of Base Rent, and Base Rent for any partial month at the
beginning of the Sublease Term. It is the intention of the parties hereto that the
obligations of Subtenant hereunder shall be separate and independent covenants and
agreements, that Rent shall continue to be payable in all events and that the
obligations of Subtenant hereunder shall continue unaffected, unless the requirement
to pay or perform the same shall have been terminated pursuant to an express
provision of this Sublease.




	 	3.	 	Security Deposit. Subtenant shall deposit with Sublandlord upon
execution hereof the amount of Ninety Five Thousand and 00/100 Dollars ($95,000.00) as
security for Subtenant’s faithful performance of Subtenant’s obligations hereunder (the
“Security Deposit”). After a Subtenant Event of Default, Sublandlord may apply
the Security Deposit, or any part thereof, to Sublandlord’s damages without prejudice
to any other Sublandlord remedy. Should the entire Security Deposit, or any portion
thereof, be applied by Sublandlord in accordance with the provisions hereof, Subtenant
shall forthwith upon demand pay to Sublandlord an amount sufficient to restore such
Security Deposit to the amount thereof prior to such application. Sublandlord shall
have the same rights and remedies for the non-payment by Subtenant of any amounts due
on account of the Security Deposit as Sublandlord has hereunder for failure of the
Subtenant to pay Base Rent, Additional Rent (hereinafter defined) and other charges
(collectively, “Rent”). Provided that Subtenant is not then in default,
Sublandlord shall return the Security Deposit or so much thereof as shall not have
previously been applied in accordance with the provisions of this Sublease, to
Subtenant within thirty (30) days following the expiration or earlier termination of
the Sublease and performance by Subtenant of all of the obligations of Subtenant to be
performed hereunder, including, without limitation, the surrender of the Premises in
compliance with the provisions hereof and the payment of all amounts payable by
Subtenant.






(a) As an alternative to the payment of the Security Deposit in cash, Subtenant may
deliver to Sublandlord an irrevocable letter of credit as security for Subtenant’s
faithful performance of Subtenant’s obligations hereunder, which letter of credit
shall (i) name Sublandlord as beneficiary, (ii) be in the original face amount of
Ninety Five Thousand and 00/100 Dollars ($95,000.00), (hi) be in the form attached
hereto as Exhibit C and incorporated herein; (iv) issued by a bank with a
credit rating of not less than S&P AA, or as otherwise reasonably acceptable to
Sublandlord; and (v) be for a term of at least one (1) year, subject to extension in
accordance with the terms hereof (the “Letter of Credit”). In the



 









 







event that Subtenant fails to keep and perform any of the terms, covenants and
conditions of this Sublease to be kept and performed by Subtenant, then Sublandlord
at its sole option may draw down all or a part of the Letter of Credit to compensate
Sublandlord for loss or damage sustained or suffered by Sublandlord due to such
breach on the part of Subtenant. Should Sublandlord so apply all or any portion of
the Letter of Credit, Subtenant shall, upon Sublandlord’s demand, deliver to
Sublandlord a replacement Letter of Credit in the full original amount, and
Subtenant’s failure to do so within two (2) business days after receipt of such
demand shall constitute a Subtenant Event of Default hereunder. The application of
all or any part of the cash proceeds of the Letter of Credit to any obligation or
default of Subtenant under this Sublease shall not deprive Sublandlord of any other
rights or remedies Sublandlord may have nor shall such application by Sublandlord
constitute a waiver by Sublandlord. All costs for the issuance (or reissuance) of
said Letter of Credit shall be paid by Subtenant. In the event of an assignment of
the tenant’s interest under the Prime Lease, Sublandlord shall have the right to
transfer the Letter of Credit to the assignee of such interest. Subtenant agrees to
look solely to such assignee for the return of the Letter of Credit and thereupon
Sublandlord shall be discharged from any further liability with respect thereto.




(b) The Letter of Credit shall contain a clause whereby the issuing bank agrees to
automatically extend the term of the Letter of Credit from year to year throughout
the Sublease Term unless, not less than thirty (30) days prior to the date on which
the Letter of Credit would expire absent such extension, the issuing bank gives
notice to Sublandlord by hand delivery or nationally recognized overnight courier
with receipted delivery of non-extension. In the event of notice from the issuing
bank of non-extension, Subtenant shall, not later than five (5) business days prior
to the date on which the outstanding Letter of Credit shall expire without
extension, obtain and deliver to Sublandlord a replacement Letter of Credit.
Subtenant’s failure to do so prior to such five (5) business day period shall
constitute a Subtenant Event of Default hereunder.




(c) In the event of a material adverse change in the financial position of any bank
or institution which has issued the Letter of Credit or any replacement Letter of
Credit hereunder, Sublandlord reserves the right to require that Subtenant change
the issuing bank or institution to another bank or institution reasonably approved
by Sublandlord. If the bank or institution on which the original Letter of Credit
or any replacement Letter of Credit is drawn is declared insolvent or placed into
receivership, Subtenant shall, within five (5) business days thereafter, replace the
then-outstanding letter of credit with a like letter of credit from another bank or
institution acceptable to Sublandlord and Prime Landlord. Subtenant’s failure to do
so within such five (5) business day period shall constitute a Subtenant Event of
Default hereunder.




(d) The Letter of Credit shall remain in effect for ninety (90) days after the
scheduled expiration date of the Sublease Term. If Subtenant performs all of
Subtenant’s obligations hereunder, the Letter of Credit, or so much of the cash



 









 







proceeds thereof as has not theretofore been applied by Sublandlord, shall be
returned, without payment of interest or other increment for its use, to Subtenant
within thirty (30) days of the later of (i) the last day of the Sublease Term, (ii)
the date Subtenant vacated the Premises, or (iii) the date Subtenant has fulfilled
all its obligations hereunder. No trust relationship is created herein between
Sublandlord and Subtenant regarding the Letter of Credit or the proceeds therefrom.




(e) Provided that (i) at the time there is no outstanding and continuing Subtenant
Event of Default, (ii) there has been no prior draw or charge by Sublandlord against
either the Security Deposit or the Letter of Credit, and (iii) the Subtenant has
satisfied the Financial Condition as defined immediately below, then the amount of
the Security Deposit shall be reduced to the corresponding amounts set forth in the
table below on the corresponding dates. If Subtenant elects to provide a Letter of
Credit, then the Letter of Credit may provide for an automatic reduction in its
amount corresponding to the reduction in the Security Deposit, but occurring thirty
(30) days after the date of reduction of the Security Deposit, provided that if
conditions above are not satisfied on the relevant date for reduction of the
Security Deposit, then Sublandlord may draw against the Letter of Credit in order to
prevent the automatic reduction in its amount. The “Financial Condition” shall be
defined as the satisfaction of the following criteria as documented by Subtenant’s
updated financial statements delivered to Sublandlord and certified as accurate by
an officer of Subtenant or by its outside accountants: a tangible net worth equal to
or greater than the net worth of Subtenant in the financial statements delivered to
Sublandlord by Subtenant immediately prior to the date of this Sublease.



	 	 	 	 	 
	Dates	 	Amount of Security Deposit
	Commencement Date through December 31, 2008
	 	$	95,000.00	 
	January 1, 2009 through December 31, 2009
	 	$	70,000.00	 
	January 1, 2010 through Expiration Date
	 	$	47,500.00	 







	 	4.	 	Additional Rent. Subtenant agrees to pay to Sublandlord, as
“Additional Rent” hereunder and without any deduction or setoff whatsoever,
100% of the amounts paid with respect to “Operating Costs” (as defined in the Prime
Lease) above the amounts paid for calendar year 2008, and 100% of the amounts paid with
respect to “Taxes” (as defined in the Prime Lease) above the amounts paid for fiscal
year 2008 (i.e. July 2007 through June 2008). Sublandlord shall provide Subtenant with
all documentation furnished to Sublandlord by Prime Landlord under the Prime Lease with
respect to Operating Costs and Taxes (the “Statement of Expenses”). Subtenant
shall make monthly payments to Sublandlord on account of Prime Landlord’s estimation of
amounts payable by Subtenant with respect to Operating Costs and Taxes in the same
manner and at the same time as Base Rent is paid hereunder. Subtenant may, within 90
days after receiving Sublandlord’s Statement of Expenses, give Sublandlord written
notice (“Review Notice”) that




 









 












	 	 	 	Subtenant intends to review Sublandlord’s records of the Expenses for that calendar
year. Within a reasonable time after receipt of the Review Notice, Sublandlord
shall make all pertinent records available for inspection that are reasonably
necessary for Subtenant to conduct its review. If any records are maintained at a
location other than the office of the Building, Subtenant may either inspect the
records at such other location or pay for the reasonable cost of copying and
shipping the records. Within 60 days after the records are made available to
Subtenant, Subtenant shall have the right to give Sublandlord written notice (an
“Objection Notice”) stating in reasonable detail any objection to Sublandlord’s
Statement of Expenses for that year. If Subtenant fails to give Sublandlord an
Objection Notice within the 60 day period or fails to provide Sublandlord with a
Review Notice within the 90 day period described above, Subtenant shall be deemed to
have approved Sublandlord’s Statement of Expenses and shall be barred from raising
any claims regarding the Expenses for that year. If Subtenant provides Sublandlord
with a timely Objection Notice, Sublandlord and Subtenant shall work together in
good faith to resolve any issues raised in Subtenant’s Objection Notice. If
Sublandlord and Subtenant determine that Expenses for the calendar year are less
than reported, Sublandlord shall provide Subtenant with a credit against the next
installment of Rent in the amount of the overpayment by Subtenant. The records
obtained by Subtenant shall be treated as confidential.
	 
	 	5.	 	Subtenant Obligations Under Prime Lease. During the Sublease Term,
Subtenant agrees to perform, fulfill, and observe all of the covenants, agreements,
obligations, conditions, representations, warranties, terms and provisions imposed upon
Sublandlord, as Tenant, under the Prime Lease, except for the covenants and agreements
of Sublandlord set forth therein with respect to the payment of “Base Rent”, “Taxes”
and “Operating Costs” (as such terms are defined in the Prime Lease) and other charges
payable from Sublandlord to Prime Landlord (unless incurred directly by Subtenant).
	 
	 	6.	 	Use. Subtenant shall use the Premises for (a) general office use, and
(b) (subject to compliance with applicable zoning, building code and environmental
regulations as provided in the Prime Lease) research and development activities related
to integrated circuits, electronic modules and test fixtures.
	 
	 	7.	 	Condition of Premises. Sublandlord shall deliver the Premises to
Subtenant free and clear of other tenants and personal property except as may be
otherwise agreed to by the parties, and in broom clean condition. Subtenant is
satisfied with the condition of the Premises, and hereby accepts the Premises in their
“AS IS” condition, in the same condition as they are in on the date hereof, reasonable
wear and tear excepted, without representations or warranties, express or implied, in
fact or by law, of any kind, without any recourse to Sublandlord. Sublandlord shall
have no obligation to repair, maintain or replace any portion of the Premises.




 









 






	 	8.	 	Utilities. Subtenant shall be responsible to pay the costs of all
utilities consumed at the Premises, including without limitation the costs of
electricity and telephone and internet services, directly to the applicable service
provider.
	 
	 	9.	 	Subordinate to Prime Lease. This Sublease and all of its terms,
covenants, representations, warranties, agreements and conditions are in all respects
subject and subordinate to the Prime Lease, which Prime Lease (in redacted form) is
attached hereto as Exhibit A and incorporated herein. Subtenant acknowledges
notice and full knowledge of all of the terms, covenants and conditions of the Prime
Lease. In the event of any inconsistency between the provisions of this Sublease and
the Prime Lease, Subtenant agrees that it shall be bound by the (i) any specific terms
of this Sublease which override the Prime Lease as incorporated herein, or (ii) the
terms of the Prime Lease for any matter which is not specified by this Sublease.
	 
	 	10.	 	Prime Lease. Subject to the extent of any specific and contrary terms
of this Sublease, the terms and conditions of the Prime Lease are hereby incorporated
by reference and made a part hereof, meaning that, as applicable, references to
“Tenant” therein shall be deemed to be “Subtenant” hereunder, references to “Landlord”
therein shall be deemed to be “Sublandlord” hereunder, and such other terms shall be
deemed modified as may be appropriate in the given context, provided (i) Prime Landlord
shall continue to have all rights set forth in the Prime Lease (notwithstanding the
fact that Sublandlord shall also have the same rights under this Sublease), and (ii)
Sublandlord shall not be deemed to have assumed any of the obligations of Prime
Landlord as a result of the incorporation of the Prime Lease. Capitalized terms which
are defined in the Prime Lease and are not otherwise defined herein shall have the same
meanings as in the Prime Lease. Except as expressly set forth in this Sublease,
Subtenant shall have no early termination option, option to expand the Premises, or any
right to extend the term of the Sublease notwithstanding Sections 4.1 and 29 of the
Prime Lease.
	 
	 	11.	 	Termination. This Sublease shall terminate upon the expiration or
termination of the Prime Lease for any reason whatsoever, without any liability
therefor on the part of Sublandlord to Subtenant with the same force and effect as if
the date of such termination had been provided expressly in this Sublease as the day of
the expiration hereof. Subtenant shall be released from all covenants, agreements,
obligations, conditions, representations, warranties, terms and provisions under the
Prime Lease upon termination of the Prime Lease as a result of a breach thereof by
Sublandlord unless such breach shall first arise as a result of a breach of Subtenant’s
obligations hereunder. Section 26 below sets forth specific provisions related to
termination of this Sublease by Sublandlord in the event of a casualty. Sublandlord
shall (i) use commercially reasonable efforts to perform its obligations under the
Prime Lease and not to cause a termination of the Prime Lease due to a breach of
Sublandlord (unless such breach shall first arise as a result of a breach of
Subtenant’s obligations hereunder), and (ii) not enter into a consensual agreement with
the Prime Landlord to terminate the Prime Lease prior to the Expiration Date without
the consent of Subtenant.




 









 






	 	12.	 	Services. Notwithstanding any provision of this Sublease to the
contrary, the only services and rights with respect to the Premises to which Subtenant
is entitled hereunder (other than those for which Prime Landlord and Subtenant contract
separately) are those to which Sublandlord is entitled under the Prime Lease, and for
all such services and rights, Subtenant will look solely through Sublandlord to Prime
Landlord under the Prime Lease. The failure of the Prime Landlord to perform its
obligations under the Prime Lease shall not be deemed a default by Sublandlord under
this Sublease and Subtenant shall not have the right to terminate this Sublease unless
Sublandlord elects to terminate the Prime Lease. Except to the extent due to the gross
negligence or willful misconduct of Sublandlord, Sublandlord shall have no liability
for interruption of services provided to the Premises. Subtenant shall promptly pay
all costs charged by Prime Landlord to Subtenant for any services provided outside the
terms of the Prime Lease.
	 
	 	13.	 	Taxes. Subtenant shall be solely responsible for the payment prior to
delinquency of all personal property taxes, assessments and other similar fees or
charges attributable to Subtenant’s equipment, trade fixtures, inventory, fixtures and
personal property located on or in the Premises.
	 
	 	14.	 	Insurance. Subtenant shall, throughout the Sublease Term, at its own
expense, keep and maintain in full force and effect the insurance required under
Section 9.1 of the Prime Lease and otherwise in accordance with the terms thereof. In
addition, Subtenant shall name Sublandlord and Prime Landlord as additional insureds on
all liability policies carried by Subtenant. On or before the time Subtenant’s or any
of Subtenant’s agents, employees and/or contractors (collectively, “Subtenant
Parties”) shall first enter the Premises and thereafter not less than fifteen (15)
days prior to the expiration date of each expiring policy, Subtenant shall deliver to
Sublandlord either original copies of each of the policies required to be carried by
Subtenant hereunder issued by the respective insurers, or binders thereof setting forth
in full the provisions thereof (including without limitation the additional insured and
waiver of subrogation endorsements) and issued by such insurers together with evidence
satisfactory to Sublandlord of the payment of all annual premiums for such policies,
and upon request of Sublandlord, Subtenant shall deliver to Prime Landlord original
copies of Subtenant’s insurance policies or binders thereof.
	 
	 	15.	 	Release; Waivers of Subrogation. Sublandlord and Subtenant each hereby
waives on behalf of itself and its property insurers (none of which shall ever be
assigned any such claim or be entitled thereto due to subrogation or otherwise) any and
all rights of recovery, claim, action, or cause of action against the other, its
agents, officers, servants, partners, shareholders, or employees for any loss or damage
that may occur to the Premises or any improvements thereto, or any personal property of
such party therein, by reason of fire, the elements, or any other cause of origin,
which is insured against under any property insurance policy actually being maintained
from time to time, even if not required hereunder, or which would be insured against
under the terms of any insurance policy required to be




 









 






	 	 	 	carried or maintained hereunder, whether or not such insurance coverage is actually
being maintained and regardless of the cause or origin, including, in every
instance, negligence by the other party hereto, its agents, officers, partners or
employees. Sublandlord and Subtenant each agrees to cause appropriate clauses to be
included in their property insurance policies necessary to implement the foregoing
provisions.
	 
	 	16.	 	Enforcement of Prime Lease. Sublandlord hereby agrees that if
Subtenant shall give Sublandlord a written notice claiming that Prime Landlord is not
performing, fulfilling or observing Prime Landlord’s covenants, agreements and
obligations contained in the Prime Lease, setting forth with reasonable specification
and detail the nature of such non-performance, and requesting Sublandlord to seek
performance by Prime Landlord, Sublandlord will, with reasonable promptness, request
Prime Landlord to so perform, fulfill or observe Prime Landlord’s covenants, agreements
and obligations contained in the Prime Lease. Sublandlord shall, to the extent
necessary but at Subtenant’s sole cost and expense, institute an action to compel such
performance, but shall not be liable to Subtenant for any continued failure by Prime
Landlord to perform or observe its covenants, agreements and obligations contained in
the Prime Lease.
	 
	 	17.	 	Payments by Sublandlord. Subtenant shall not be entitled to any
payment from Sublandlord under this Sublease unless a similar payment of equal amount
is made by Prime Landlord under the Prime Lease to Sublandlord. Subtenant shall not be
entitled to any deduction under this Sublease from Rent herein unless and until a
similar deduction in equal amount is allowed and made under the Prime Lease by Prime
Landlord to Sublandlord.
	 
	 	18.	 	Limitation of Sublandlord’s Liability. Without limiting the generality
or application of Section 15 hereof, Subtenant agrees for itself and each succeeding
holder of the Subtenant’s interest hereunder, or any portion thereof, that any
judgment, decree, or award obtained against Sublandlord or any succeeding owner of
Sublandlord’s interest in this Sublease, whether at law or in equity, shall be
satisfied out of Sublandlord’s assets only, and further agrees to look only to such
assets for satisfaction, and in no event shall any trustee, partner, officer, director,
employee, shareholder or agent of Sublandlord have any liability with respect to any
such claim.
	 
	 	19.	 	Compliance with Insurance. Subtenant shall not do, or suffer to be
done, or keep, or suffer to be kept, or omit to do, in, upon or about the Premises,
anything which may prevent or limit Sublandlord’s ability to obtain any insurance on
the Premises or which may make void or voidable such insurance. If anything should be
kept upon or omitted to be done, in, upon or about the Premises which shall create any
extra premium for or increase in the rate of any such insurance, Subtenant will pay the
increased cost of the same to Sublandlord upon demand.
	 
	 	20.	 	Default Under Sublease or Prime Lease. (a) The occurrence of any one
or more of the following events shall constitute a “Subtenant Event of Default”
hereunder:




 









 












(i) the failure by Subtenant to make any payment of Rent, as and when due (for the
first instance of a Subtenant Event of Default for late payments under this Clause
(i) of Section 20(a) within any twelve (12) month period a Subtenant Event of
Default will not be deemed to occur if Subtenant pays the overdue payment within
three (3) days of written notice from Sublandlord that such payment is overdue (no
notice shall be required for the second and subsequent late payments within any
twelve (12) month period)); (ii) if Subtenant shall fail to maintain any insurance
required hereunder; (iii) if Subtenant shall fail to restore the Security Deposit to
its original amount or deliver a replacement Letter of Credit as required under
Section 3 above; (iv) if Subtenant shall fail to observe or perform any of the
covenants or provisions of this Sublease to be observed or performed by Subtenant,
other than as specified above, and such failure continues for more than fifteen (15)
days after notice thereof from Sublandlord; provided, further, that if the nature of
Subtenant’s default is such that more than fifteen (15) days are reasonably required
for its cure, then no Subtenant Event of Default shall be deemed to have occurred if
Subtenant shall commence such cure within said fifteen (15) day period and
thereafter diligently prosecutes such cure to completion provided the default is
cured no later than forty-five (45) days from the date of such notice from
Sublandlord.




(b) Upon the occurrence of a Subtenant Event of Default, Sublandlord may either (i)
cure such default (and shall be entitled to full reimbursement from Subtenant of its
reasonable costs incurred in connection therewith together with interest at the
default rate of interest specified in Section 22.4 of the Prime Lease, payable
within ten (10) days of receipt of an invoice therefor), or (ii) elect to terminate
this Sublease by written notice to Subtenant and thereupon (and without prejudice to
any remedies which might otherwise be available for arrears of Rent or preceding
breach of covenant or agreement, including without limitation all rights and
remedies against Subtenant in the case of a Subtenant Event of Default provided to
Prime Landlord in the Prime Lease in the case of a default by the “Tenant”
thereunder, and without prejudice to Subtenant’s liability for damages as
hereinafter stated), this Sublease shall terminate as of the date specified therein
as though that were the Expiration Date. Without being taken or deemed to be guilty
of any manner of trespass or conversion, and without being liable to indictment,
prosecution or damages therefor, Sublandlord may, forcibly if necessary, enter into
and upon the Premises (or any part thereof in the name of the whole); repossess the
same, as of its former estate; remove Subtenant’s property; and expel Subtenant and
those claiming under Subtenant; and Subtenant hereby waives the service of notice of
intention to re-enter or to institute legal proceedings to that end. The words
“re-entry” and “re-enter” as used in the Lease are not restricted to their technical
legal meanings.




(c) In the case of termination of this Sublease in according with Section 20(b)
above, Subtenant shall pay to Sublandlord Rent up to the time of such termination,
shall continue to be liable for any preceding breach of covenant, and in addition,
shall pay to Sublandlord as damages, the amount of the aggregate of Rent over the
period commencing with such termination and ending on the



 









 






Expiration Date, together with such reasonable expenses as Sublandlord may incur for
legal expenses, attorneys’ fees, brokerage and/or putting the Premises in good
order, or for preparing the same for re-rental. Sublandlord, at its option, may
make alterations, repairs, or replacements in the Premises as Sublandlord deems
reasonably necessary in order to re-sublet the Premises. Subtenant hereby expressly
waives any and all rights of redemption in the event Subtenant is evicted or
dispossessed.




(d) The specified remedies to which Sublandlord may resort hereunder are cumulative
and are not intended to be exclusive of any remedies or means of redress to which
Sublandlord may at any time be lawfully entitled, and Sublandlord may invoke any
remedy (including the remedy of specific performance) allowed at law or in equity as
if specific remedies were not herein provided for.




(e) Subtenant hereby acknowledges that late payment by Subtenant to Sublandlord of
Rent and other sums due hereunder will cause Sublandlord to incur costs not
contemplated by this Sublease, the exact amount of which will be extremely difficult
to ascertain. Accordingly, if Sublandlord has not received when due any installment
of Rent, Subtenant shall pay to Sublandlord a late charge equal to five-hundred
dollars ($500.00) for each and every late payment. The parties hereby agree that
such late charge represents a fair and reasonable estimate of the cost Sublandlord
will incur by reason of late payment by Subtenant. In addition, any installment of
Rent not paid within thirty (30) days of when due hereunder shall bear interest from
the due date of such installment to the date paid in full at the default rate of
interest specified in Section 22.4 of the Prime Lease. Acceptance of such late
charge or default interest, or both, by Sublandlord shall in no event constitute a
waiver of Subtenant’s default with respect to such overdue amount, nor prevent
Sublandlord from exercising any of the other rights and remedies granted hereunder.




	 	21.	 	Alterations. Notwithstanding anything to the contrary contained in the
Prime Lease, Subtenant shall not make any alterations or modifications to the Premises
without the prior written consent of Sublandlord, which consent may be given or
withheld in Sublandlord’s sole discretion. Any alterations permitted hereunder shall
be made at Subtenant’s sole cost and expense, subject to the terms and conditions
applicable to the making of alterations to the Premises set forth in the Prime Lease,
including without limitation the insurance required under Article 13 of the Prime
Lease. Notwithstanding the foregoing, provided that Prime Landlord consents, and
provided that Subtenant provides reasonable assurance that the Premises will be
restored as required by the Prime Lease at the end of the Sublease Term (including
without limitation that payment of a reasonable additional security deposit to
Sublandlord), then Sublandlord shall not unreasonably withhold its consent to any
alterations proposed by Subtenant.
	 
	 	22.	 	Signs. Notwithstanding anything to the contrary contained in the Prime
Lease, Subtenant may not place any signs on the exterior of the Premises or any window




 









 






	 	 	 	or door signs without Prime Landlord’s and Sublandlord’s prior written consent,
which consent with respect to Sublandlord, not to be unreasonably withheld,
conditioned or delayed.






	 	23.	 	Bankruptcy — Receivership. Subtenant agrees that if Subtenant shall
make any assignments for the benefit of creditors or shall be adjudged bankrupt, or if
a receiver is appointed for Subtenant, its assets, or Subtenant’s interest under this
Sublease, and if the appointment of such receiver, if involuntary, is not vacated
within thirty (30) days, or if Subtenant shall file or have filed against it a petition
under any of the provisions of the U. S. Bankruptcy Code or any amendment thereof, and
such petition, if involuntary, is not vacated within thirty (30) days, then Sublandlord
may, upon giving Subtenant ten (10) days’ notice, terminate this Sublease.
	 
	 	24.	 	Transfer of Interest. Notwithstanding anything in the Prime Lease to
the contrary, Subtenant shall not assign, sublet, mortgage, license, transfer or
encumber this Sublease or the Premises, nor permit the Premises to be occupied by any
person other than Subtenant in whole or in part whether by changes in the ownership or
control of Subtenant, or any direct or indirect owner of Subtenant, whether at one time
or at intervals, by sale or transfer of stock, partnership or beneficial interests,
operation of law or otherwise, nor permit the Premises to be occupied by any person
other than Subtenant (each of the foregoing, a “Transfer”) without (i) the
prior written consent of Sublandlord, and (ii) the consent of Prime Landlord if
required by the Prime Lease. Sublandlord’s approval of any proposed Transfer shall be
governed by the provisions of Article 18 of the Prime Lease as incorporated under
Section 10 above.
	 
	 	 	 	Permitted Tenant Transfers. Notwithstanding the foregoing, the issuance or
trading of Subtenant’s stock which is listed on a domestic national securities
exchange is permitted without Sublandlord’s consent and shall not be deemed an
assignment of this Sublease. Notwithstanding the foregoing, Subtenant may, without
the need for Sublandlord’s consent, but only upon not less than ten (10) days prior
notice to Sublandlord, assign its interest in this Sublease (a “Permitted
Assignment”) to (i) any entity which shall be a successor to Subtenant either by
merger or consolidation (a “Merger”) or to a purchaser of all or
substantially all of Subtenant’s assets in either case provided the successor or
purchaser shall have a tangible net worth, after giving effect to the transaction,
of not less than the greater of the net worth of Subtenant named in Section 1.1 as
of the Date of this Sublease or the net worth of Subtenant named in Section 1.1
immediately prior to such Merger or sale (the “Required Net Worth”) or (ii)
any entity (an “Affiliate”‘) which is a direct or indirect subsidiary or
parent (or a direct or indirect subsidiary of a parent) of the named Subtenant set
forth in Section 1.1, in either case of (i) or (ii) only so long as (I) the
principal purpose of such assignment is not the acquisition of Subtenant’s interest
in this Sublease (except if such assignment is made for a valid intracorporate
business purpose to an Affiliate) and is not made to circumvent the provisions of
this paragraph, (II) if such assignment is structured as multiple transactions, then
it must also qualify as a Permitted




 









 






	 	 	 	Assignment if the transaction were structured as a direct assignment from the
original Subtenant named in Section 1.1 to the final resulting successor Subtenant,
(III) except if pursuant to a Merger permitted by clause (i) above, Subtenant shall,
contemporaneously with such assignment, provide Sublandlord with a fully executed
counterpart of any such assignment, which assignment shall comply with the
provisions of this paragraph and shall include an agreement by the assignee in form
reasonably satisfactory to Sublandlord, to assume all of Subtenant’s obligations
under this Sublease and be bound by all of the terms of this Sublease, (IV) in the
case of an actual or deemed assignment pursuant to clause (i), Subtenant shall
provide Sublandlord, not less than ten (10) days in advance of any such assignment,
evidence reasonably satisfactory to Sublandlord of the Required Net Worth of the
successor or purchaser, and (V) there shall not be a Subtenant Event of Default at
the effective date of such assignment. Subtenant shall also be permitted, without
the need for Sublandlord’s consent, but only upon not less than ten (10) days prior
notice to Sublandlord, to enter into any sublease (a “Permitted Sublease”)
with any Affiliate provided that such sublease shall expire upon any event pursuant
to which the sublessee thereunder shall cease to be an Affiliate. Any assignment to
an Affiliate shall provide that it may, at Sublandlord’s election, be terminated and
deemed void if during the term of this Sublease such assignee or any successor to
the interest of Subtenant hereunder shall cease to be an Affiliate.
	 
	 	25.	 	Compliance with Law. Subtenant shall comply with all statutes,
ordinances, rules, orders, regulations or requirements, including environmental
regulations, which must be complied with due to Subtenant’s operations or use of the
Premises.
	 
	 	26.	 	Casualty and Condemnation. Notwithstanding any obligation Sublandlord
may have to rebuild or restore the Premises under the Prime Lease, it is specifically
understood and agreed that Sublandlord shall have no obligation to Subtenant to repair
or restore the Premises, whether in the event of fire or other casualty or otherwise,
and Sublandlord shall have no obligation to Subtenant if all or part of the Premises
are taken in condemnation proceedings or by any right of eminent domain. In the event
of a casualty or condemnation, the Sublandlord specifically reserves its right to elect
to terminate the Prime Lease pursuant to Sections 16.2(b) or 17(a) of the Prime Lease,
respectively which may be exercised or waived in its sole discretion. If and to the
extent Sublandlord receives an abatement of rent pursuant to the Prime Lease due to a
casualty or condemnation, then Subtenant shall receive an equivalent and proportional
abatement of rent under this Sublease (for example, if 50% of the per diem rent under
the Prime Lease is abated for 30 days due to a casualty, then 50% of the per diem rent
under this Sublease shall be abated for 30 days).
	 
	 	27.	 	Personal Property. All furnishings, fixtures, equipment, effects and
property of every kind, nature and description of Subtenant and of all persons claiming
by, through or under Subtenant which, during the Sublease Term or any occupancy of




 









 






	 	 	 	the Premises by Subtenant or anyone claiming under Subtenant, may be on the
Premises, shall be at the sole risk and hazard of Subtenant.
	 
	 	28.	 	Indemnification.






(a) To fullest extent permitted by applicable law, Subtenant hereby agrees to
defend, indemnify and hold harmless Sublandlord and its employees, agents,
contractors, guests, licensees or invitees (the “Sublandlord
Indemnitees”‘)
from and against all Claims of any nature whatsoever arising out of (i) the injury
to or death of any person or damage to property, in, upon, or at the Premises, (ii)
the injury to or death of any person or damage to property, to the extent caused by
the acts or omissions of Subtenant, its employees, agents, contractors, guests,
licensees or invitees during the Sublease Term; and (iii) the breach by Subtenant of
any of its covenants hereunder.




(b) Subject to the overriding provisions of the waiver of subrogation in Section 15
hereof, Sublandlord hereby agrees to defend, indemnify and hold harmless Subtenant
and its employees, agents, contractors, guests, licensees or invitees (the
“Subtenant Indemnitees”) from and against all Claims of any nature
whatsoever arising out of the injury to or death of any person or damage to property
on or about the Premises or the Building, to the extent caused by the acts or
omissions of Sublandlord, its employees, agents, contractors, guests, licensees or
invitees during the Sublease Term.




(c) To fullest extent permitted by applicable law, and notwithstanding any other
provision of this Sublease or the Prime Lease to the contrary, Sublandlord shall not
be liable for any injury or damage to persons or property for such persons resulting
from (i) steam, gas, electricity, water, rain, snow or leaks from any part of the
Premises, (ii) pipes, appliances, plumbing works, roof, street, or sub-surface, or
(iii) any other cause of any nature, unless, subject to Section 15 hereof, caused by
the negligence of Sublandlord, its agents, servants or employees; provided
that in no event shall Sublandlord be liable for consequential or indirect
damages.




	 	29.	 	Sublandlord Access. Subtenant shall, upon as much advance notice as is
practical under the circumstances (except that no notice shall be required in emergency
situations), permit Sublandlord and Prime Landlord and their agents, employees and
contractors, to have free and unrestricted access to and to enter upon the Premises at
all reasonable hours for the purposes of inspection, making repairs, replacements or
improvements in or to the Premises, or exercising any right reserved to Sublandlord
hereunder or to Prime Landlord by the Prime Lease. Except in the event of an
emergency, Sublandlord shall use commercially reasonable efforts to minimize any
interference with Subtenant’s business operations and use and occupancy of the Premises
in connection with the exercise of its rights under this Section 29.
	 
	 	30.	 	Miscellaneous Provisions.




 









 












(a) Quiet Enjoyment. Sublandlord covenants and warrants that upon Subtenant
paying the Rent reserved above and performing the agreements herein contained on its
part to be performed, Subtenant shall at all times during the Sublease Term
peacefully and quietly have, hold and enjoy, the Premises, without any manner of
suit, trouble or hindrance of or from Sublandlord, its successors or assigns,
subject to the terms and provisions of this Sublease and the Prime Lease, and
subject to matters of record.




(b) Subordination. Subtenant agrees to subordinate this Sublease to any
existing or future mortgage, trust deed or ground lease upon request by Sublandlord.




(c) Holding Over. If Subtenant remains on the Premises after the expiration
of the Sublease Term or after any earlier termination provided for herein, then such
holding over shall not be deemed to extend or renew the Sublease Term or to create
any tenancy at will, but such holding over shall be as a tenancy-at-sufferance only
and such holding over shall be at a rent equal to twice the Rent hereunder, and
otherwise subject to all the terms and provisions of this Sublease. In addition,
Subtenant shall defend, indemnify and hold harmless the Sublandlord Indemnitees from
and against any and all Claims incurred by any of them in connection with such
holding over including, without limitation, any liability of Sublandlord to Prime
Landlord. Notwithstanding the foregoing, Sublandlord may, at its option, regain
possession of the Premises or any part thereof by any and all means available to
Sublandlord under this Sublease, the Prime Lease, at law or in equity.




(d) Brokerage Representations. Sublandlord and Subtenant each on its own
behalf represents and warrants that it has not dealt with any broker in connection
with this Sublease except CRESA Partners and DTZ/FHO Partners (collectively, the
“Brokers”). Sublandlord will defend, indemnify and hold Subtenant harmless
from and against any and all claims suffered by Subtenant as a result of such
dealings by Sublandlord with any broker other than the Brokers. Subtenant and will
defend, indemnify and hold Sublandlord harmless from and against any and all claims
suffered by Sublandlord as a result of such dealings by Subtenant with any broker
other than the Brokers. Sublandlord shall be responsible for any and all fees due
to DTZ/FHO Partners pursuant to a separate agreement between Sublandlord and DTZ/FHO
Partners. Sublandlord shall be responsible for payment to CRESA Partners of a
commission in the amount of $1.00 per rentable square foot per year of the Sublease
Term.




(e) Notices. Any notice required hereunder shall be deemed to have been
given if delivered by nationally recognized overnight courier with receipted
delivery or by hand delivery (with evidence of delivery or refusal thereof), to:



	 	 	 

	If to Sublandlord:

	 	At the address first set forth above.






 









 






	 	 	 

	With a copy to:

	 	Sullivan & Worcester LLP
	 

	 	One Post Office Square
	 

	 	Boston, Massachusetts 02109
	 

	 	Attn: John P. Feeney, Esq.
	 
	 	 
	If to Subtenant:

	 	SiGe Semiconductor, Inc.
	 

	 	Director, Facilities
	 

	 	100-1050 Morrison Dr.
	 

	 	Ottawa, Ontario, Canada, K2H 8K7
	 
	 	 
	With copy to:

	 	Director, Legal
	 

	 	SiGe Semiconductor, Inc.
	 

	 	100-1050 Morrison Dr.
	 

	 	Ottawa, Ontario, Canada, K2H 8K7







Any party may change its address for notice by notifying the other party as
aforesaid.




(f) Entire Agreement. All prior understandings and agreements between the parties
are merged within this Sublease, which together with the Prime Lease, fully and
completely sets forth the understanding of the parties; and this Sublease may not be
changed or terminated orally or in any manner other than by an agreement in writing
and signed by the party against whom enforcement of the change or termination is
sought.




(g) Binding Effect. The covenants and agreements herein contained shall
bind and inure to the benefit of Sublandlord and Subtenant and their respective
successors and their permitted assigns. This Sublease shall not be binding upon the
parties hereto until fully executed.




(h) No Partnership. Sublandlord shall not be held to be a partner, joint
venturer, or associate of Subtenant in the conduct of its business, it being
expressly understood and agreed that the relationship between the parties hereto is
and at all times shall remain that of sublandlord and subtenant.




(i) Representations and Warranties.




     (a) Sublandlord represents and warrants that (i) the Prime Lease is now in full
force and effect; (ii) to the best of its knowledge, neither Prime Landlord nor
Sublandlord is in default of its obligations thereunder nor has any event occurred
which with the giving of notice and/or the passage of time would be a default
thereunder; and (iii) subject to receipt of Prime Landlord’s consent, Sublandlord
has the right, power and authority to sublet the Premises as provided in this
Sublease.




     (b) Subtenant represents and warrants that it has the right, power and
authority to sublet the Premises as provided in this Sublease.



 









 






(j) Governing Law. This Sublease shall be created and enforced in
accordance with the laws of the Commonwealth of Massachusetts.




(k) Severability. If any provision of this Sublease is held invalid or
unenforceable with respect to any party, the remainder of this Sublease or the
application of such provision to persons other then those as to whom it is held
invalid or unenforceable, shall not be affected and each provision of this Sublease
shall be valid and enforceable to the fullest extent permitted by law.




(l) No Waiver. Any waiver by Sublandlord of any breach or default in any of
the terms, conditions, or covenants herein contained to be performed by Subtenant
shall not be construed to constitute a waiver by Sublandlord of any other breach or
default in any of such terms, conditions or covenants by Sublandlord.




(m) Counterparts. This Sublease may be executed in as many counterparts as
may be required, and it shall not be necessary that the signature of each party, or
that the signatures of all persons required to bind any party, appear on each
counterpart. It shall be sufficient that the signature of each party, or that the
signatures of the persons required to bind any party, appear on one or more of such
counterparts. All counterparts shall collectively constitute a single agreement.




(n) Interpretation. The headings of the various sections are for
convenience only and are not to be considered in construing this Sublease.




(o) Force Majeure. In any case where either party is required to do any
act, the time for the performance thereof shall be extended by a period equal to any
delay caused by or resulting from Act of God, war, civil commotion, fire or other
casualty, labor difficulties, shortages of labor, materials or equipment,
governmental regulations, or other cause beyond such party’s reasonable control,
whether such times are designated by a fixed time or a “reasonable time.” This
clause shall not be applicable to the payment of Rent of any other sums due
hereunder.




(p) No Recording. Subtenant shall not record this Sublease or any portion
hereof, a memorandum of this Sublease and/or a notice of this Sublease.




(q) Consent Requests. Subtenant shall, upon demand, reimburse Sublandlord
for all reasonable expenses, including, without limitation, legal fees, incurred by
Sublandlord in connection with all requests by Subtenant for consents, approvals or
execution of collateral documentation related to the Sublease, including, without
limitation, costs incurred by Sublandlord in connection with requests by Subtenant
for Sublandlord’s consent to make a Transfer. Such costs shall be deemed to be
additional rent under this Sublease.




(r) Survival. Without limiting any other obligation of Subtenant which may
survive the expiration or prior termination of the Sublease, all obligations on the
part of Subtenant to indemnify, defend, or hold the Sublandlord Indemnitees



 









 







harmless as set forth in this Sublease shall survive the expiration or prior
termination of the Sublease.




(s) Hazardous Materials. Subtenant specifically acknowledges that it is
subject to the provisions of Section 25 of the Prime Lease regarding Hazardous
Materials, as incorporated under Section 10 above.




(t) Furniture and Equipment. The Premises shall include and Subtenant shall
be allowed to use throughout the Sublease Term the Leased Personal Property. The
Leased Personal Property is leased to Subtenant “as-is and where-is” with no
representation or warranty as to condition or serviceability. Sublandlord shall
have no responsibility for the maintenance and repair of the Leased Personal
Property. Subtenant shall maintain insurance on the Leased Personal Property
consistent with the requirements of this Sublease as if the Leased Personal Property
were owned by Subtenant. At the expiration or earlier termination of this Sublease,
the Subtenant shall return the Leased Personal Property to Sublandlord in its
condition as of the Commencement Date, subject only to reasonable wear and tear (in
the event of a casualty, Subtenant may offer to Sublandlord the election to either
(a) have Subtenant replace the Leased Personal Property in question, or (b) pay to
Sublandlord the actual proceeds of a resulting insurance award). Provided that
there is no outstanding Subtenant Event of Default, then at the end of the Sublease
Term, Sublandlord shall sell to Subtenant the Leased Personal Property for
consideration of $1.00. The Leased Personal Property is to be sold to Subtenant
“as-is and where-is” with no representation or warranty as to condition or
serviceability. Sublandlord shall have no responsibility for the maintenance and
repair of the Leased Personal Property. In connection with the exaction and
delivery of this Sublease, Sublandlord shall execute a bill of sale in the form of
Exhibit D for the Leased Personal Property with an effective date as of the end of
the Sublease Term to be held in escrow by Subtenant’s counsel and released upon
satisfaction of the foregoing conditions.



[SIGNATURES ON FOLLOWING PAGE]







 









 








     IN WITNESS WHEREOF the parties hereto shave executed this Sublease as an instrument under seal
as of the date first above-written.



	 	 	 	 	 
	 	PALM, INC.

 	 
	 	By:  	 /s/ Andy Brown
	 
	 	 	Name:  	Andy Brown 	 
	 	 	Title:  	Sr. VP & CFO 	 
	 
	 	SIGE SEMICONDUCTOR, INC.

 	 
	 	By:  	 /s/ William H. Burke
	 
	 	 	Name:  	William H. Burke 	 
	 	 	Title:  	CFO 	 
	 




 









 





EXHIBIT A




Prime Lease








 









 













BRICKSTONE SQUARE

ANDOVER, MASSACHUSETTS




LEASE



	 	 	 	 	 

	LANDLORD:

	 	ANDOVER MILLS LLC, a Delaware Limited Liability Company

	 
	TENANT:

	 	PALM INC., a Delaware Corporation

	 
	DATE:

	 	August 22, 2005

	 
	BUILDING NO.:

	 	200	 	 
	 
	Floor

	 	Second Floor

	 
	LEASE NO.:
	 	 	 	 









 









 










LEASE




     THIS LEASE, dated as of August 22, 2005, is between ANDOVER MILLS LLC, a Delaware limited
liability company (“Landlord”), and Palm Inc., a Delaware corporation (“Tenant”).



     Landlord leases the Premises to Tenant and Tenant leases the Premises from Landlord on the
following terms and conditions:



1. BASIC LEASE PROVISIONS.




     1.1 Summary.




     (a) Lease Commencement Date: the earlier of (i) the first Monday following the
expiration of Tenant’s Fixture Period (as defined in Section 2) or (ii) the date when Tenant
first occupies the Premises to conduct business.




     (b) Rent Commencement Date for Base Rent or as sometimes referred to herein the
“Commencement Date”: the date which is seven months after the Lease Commencement Date.




     (c) Tenant Occupancy Date: Lease Commencement Date.




     (d) Term: This Lease is binding and effective as of the date hereof, and the Lease term
begins on the Lease Commencement Date and ends Five (5) Lease Years and six (6) months,
thereafter unless terminated earlier in accordance with this Lease. If the Lease Term
expires on a date which is not the last day of the month, then the Term shall be extended to
the last day of the month in which the Lease was scheduled to expire.




     (e) Premises: Space on the Second Floor of the Building (as shown in Exhibit B), with
an agreed rentable area deemed to be 12,150 square feet and shall not be subject to
re-measurement by either party after the Commencement Date.




     (f) Building: Building 200 in Brickstone Square, in which the Premises is located.




     (g) Project: The land, buildings, improvements and appurtenances, both above and below
grade; now commonly known as Brickstone Square, located in Andover, Massachusetts, as
generally depicted on Exhibit A.




     (h) Base Rent: (see Exhibit C).




     (i)
Tenant’s Percentage: 1.23 %




     (j)
Security Deposit: Tenant’s security deposit is $ 0.00.




     (k) Use of Premises: Office use, including, training, computer software development,
corporate sales and marketing and quality assurance testing.







 









 














	 	(l)	 	Notice to Tenant:
	 
	 	 	 	Palm Inc.

950 W. Maude Ave.

Sunnyvale, CA 94085-2801

Attn: Ed Axelsen, Director of Real Estate

Attn: Legal Department
	 
	 	(m)	 	Notice to Landlord:
	 
	 	 	 	Andover Mills Equity, LLC

c/o TriMont Real Estate Advisors, Inc.,

Marquis Two Tower

Suite 2300

285 Peachtree Center Avenue

Atlanta, GA 30303

Attn: Gregory Winchester
	 
	 	 	 	          With a Copy to:
	 
	 	 	 	Alan Long

Trimont Real Estate Advisors

Marquis Two Tower

Suite 2300

285 Peachtree Center Avenue

Atlanta, GA 30303
	 
	 	 	 	Rockwood Realty Associates

Attn: Asset Manager

555 Fifth Avenue

5th Floor

New York, NY 10017
	 
	 	 	 	And
	 
	 	 	 	Urban Commercial

Attn: Peter Dominski

Four Copley Place

Boston, MA 02116
	 
	 	(n)	 	Reserved.
	 
	 	(o)	 	Tenant’s Broker: Bailes & Associates, Inc. and Trammel Crow & Company.
	 
	 	(p)	 	Certain Other Defined Terms: [See Section 24.18].








 









 










     1.2 Conflict. If there is a conflict between this summary and the rest of this Lease,
the rest of this Lease will control.



2. CONSTRUCTION OF PREMISES.




     Landlord will diligently perform “Landlord’s Work” and Tenant will diligently perform
“Tenant’s Work” (if any) as described in the Workletter attached as Exhibit “F” in accordance with
the Workletter and the rest of this Lease. Landlord’s Work will be deemed substantially completed
even if Landlord has not completed “punch list” or other minor items, as long as (i) Landlord
agrees to use reasonable efforts to complete these items within thirty (30) days of signing the
punch-list, excluding any items which require special materials or equipment that are unavailable;
and (ii) the punch-list items can be completed after Tenant’s occupancy without causing substantial
interference with Tenant’s use of the Premises. Tenant’s final punch list will be submitted to
Landlord with in fifteen (15) days after Landlord notifies Tenant that Landlord’s Work is
substantially completed. Substantial completion of Landlord’s Work will be deemed to have occurred
on the earlier of: the date as of which Landlord’s architect certifies in good faith that
Landlord’s Work has been substantially completed in substantial conformance with the plans and
specifications therefore (or the date as of which such substantial completion would have occurred
but for any delays or Tenant’s Work for which Tenant is responsible); or the date that the
applicable governmental authorities issue a temporary or final certificate of occupancy for the
Premises (or the date as of which such a certificate of occupancy reasonable could have been issued
but for any delays or Tenant’s Work for which Tenant is responsible).



     If and as long as Tenant does not interfere in any way with the construction process (by
causing disharmony, scheduling or coordinating difficulties, etc.) Tenant, may, at Tenant’s sole
risk and expense, enter the Premises 30 days prior to the substantial completion of Landlord’s Work
(“Early Access Period”) for the purposes of installing Tenant’s decorations, movable furniture and
business fixtures. The determination of such interference by Landlord shall be conclusive. The
Early Access Period shall commence upon Tenant’s receipt of Landlord’s notice of same.



     For the time period commencing on the date that Landlord’s Work is substantially complete and
ending on the date that is ten days after such substantial completion (the “Fixture Period”),
Tenant shall have the right to access the Premises for the purposes of installing its furniture,
fixtures, audio/visual, security, and other equipment



     Any access by Tenant prior to the Lease Commencement Date shall be subject to all the terms
and conditions of this Lease, except that Tenant shall not be obligated to pay rent during the
Fixture Period.



3. POSSESSION AND SURRENDER OF PREMISES.




     On the Expiration Date or upon any earlier termination of this lease, Tenant shall quit and
surrender the Premises to Landlord “broom-clean” and in good order, condition and repair, except
for ordinary wear and tear and damage by fire or other casualty not caused by the Tenant or those
for whom the Tenant is responsible.










 









 













     Tenant shall remove all of its signs, movable trade fixtures and equipment, inventory and
other personal property, whether owned by Tenant or its Affiliates (“Tenant’s Property”). Tenant’s
Property remaining after termination will be deemed abandoned and Landlord may keep, sell, destroy
or dispose of it without incurring any Liabilities to Tenant or its Affiliates. Tenant shall not
be required to remove data and telephone cables after the expiration or termination of this Lease.
Notwithstanding anything to the contrary, Tenant will not remove items that are attached to the
Premises or areas of the Building or the realty in such a manner that they are deemed to be
“fixtures” (other than trade fixtures) under applicable Laws or that are attached in such a manner
that their removal would cause substantial damage to or adversely affect the proper and continuing
functioning of the Building or its Systems or Equipment.



4. TERM.




     The term of this Lease is as set forth in Section 1.1(d). A “Lease Year” is a period of
twelve (12) consecutive calendar months during the Lease term, starting with the Commencement Date.
However, the first Lease Year is the first twelve (12) full calendar months plus the partial month
(if any) after the Commencement Date if the Commencement Date is not the first day of the month,
and the last Lease Year may be less than twelve (12) months if the expiration or termination date
of this Lease is not the last day of a Lease Year.



     4.1 EXTENSION OF TERM.



     The Term of this Lease may be extended, at the option of Tenant, for one (1) period of five
(5) years, such period being herein sometimes referred to as an “Extended Term,” as follows:




     (a) Such option to extend shall be exercised by Tenant by giving written notice to
Landlord not less than nine (9) months prior to the expiration of the Initial Term of this
Lease, or any Extended Term.




     (b) The Extended Term shall be on the same terms, covenants, and conditions of this
Lease, except for the payment of rent during the Extended Term. The Tenant shall have no
further right to extend this Lease beyond the Extended Term. Any early termination of this
Lease during the Term of this Lease or the Extended Term shall terminate all rights
hereunder.




     (c) The Base Rent during the Extended Term shall be at 95% of the fair market value of
the Premises. The fair market value shall be the then current rental value for comparable
property within the vicinity of the Premises taking into consideration improvement
allowances, brokerage commissions, rent concessions and other rent inducements offered for
such comparable properties. Landlord shall advise Tenant, within Thirty (30) days of
receiving the Tenant’s notice that it wishes to exercise its option to extend, of the Base
Rent at which it is prepared to offer the Premises to Tenant for the Extended Term. Within
10 days of Tenant’s receipt of Landlord’s offer, Tenant may rescind its renewal election and
allow the lease to expire as scheduled by written notice to Landlord. In the event that
Tenant does not exercise it’s right to rescind within such 10 day period and the parties are
not able to agree on the fair market value within










 









 














one hundred twenty (120) days prior to the expiration date of the Term, then either
party may elect, by written notice to the other party, to cause said rental, including
subsequent adjustments, to be determined as follows: Within ten (10) days following receipt
of such election, the parties shall attempt to agree on an independent broker to determine
the fair market rental. If the parties are unable to agree in that time, then each party
shall designate a broker within ten (10) days thereafter. Should either party fail to so
designate a broker within that time, then the broker designated by the other party shall
determine the fair rental value for a renewing tenant. Any broker designated hereunder
shall have not less than five (5) years experience in the valuation of commercial office
buildings in Middlesex County, Massachusetts. Within thirty (30) days following the
selection of the brokers), such broker(s) shall determine the fair market rental value,
including subsequent adjustments of the Premises. The fees of each broker shall be paid by
the party appointing such broker unless only one broker is appointed in which event the fee
shall be shared equally by both parties. The fair market rental shall be the arithmetic
average of the values determined by the two (2) brokers provided the higher of two (2)
determinations does not exceed the lower by more than five percent (5%) with respect to
either the basic rent or subsequent adjustments. In the event either the initial basic rent
or subsequent adjustments determined by such brokers differ by more than five percent (5%)
those two (2) brokers shall select a third (3rd) broker who shall determine the fair market
rent in the same manner as the initial two (2) brokers. In the event that the two (2)
brokers cannot agree on the third (3ri) broker, they shall request that the Greater Boston
Real Estate Board appoint the third (3rd) broker. In such event, the two (2) closest
determinations of the three brokers shall be averaged and the other broker’s determination
shall be disregarded. If a third (3rd) broker is required, the fee of the third (3rd)
broker shall be shared equally by both parties. Within twenty (20) days after the
determination of the fair market rental, Landlord shall prepare a reasonably appropriate
amendment to this Lease for the extension period. Should the fair market rental not be
established by the commencement of the extension period, then Tenant shall continue paying
rent at the rate in effect during the last month of the initial Term, and a lump sum
adjustment shall be made promptly upon the determination of such new rental. In addition to
the Base Rent provided above, Tenant shall and hereby agrees to continue to pay to Landlord
rent adjustments and additional rent due pursuant to this Lease.




     (d) It shall be a condition of Tenant’s right to exercise its option to extend the Term
of this Lease that Tenant is not in default of its obligations under any of the terms,
covenants, or conditions of this Lease at the time it notifies Landlord of the exercise of
its option to extend the Term of this Lease and upon the effective date of such option.




     (e) In the event Tenant exercises its option under this Article, Tenant and Landlord
agree in each such case to use best efforts to enter into a Lease amendment setting forth
the terms of such option within thirty (30) days of date the rent is determined. Failure to
execute the Lease amendment shall not void the exercise of the option.










 









 













5. RENT.




     Tenant will pay the base rent as shown in Exhibit C in equal monthly installments in advance
beginning as of the Rent Commencement Date and thereafter on the first day of each month during the
Term, prorated for any portion of a month. The term “rent” includes base rent, additional rent and
all other amounts to be paid by Tenant under this Lease, whether or not specifically described as
rent. All rent will be paid to Landlord without demand, deduction, counterclaim or offset of any
type in good funds and lawful U.S. legal tender at Brickstone Square, Lockbox — Number -13665,
Newark, NJ 07188-0665 for overnight delivery to Bank One Corporation, Attn: Brickstone
Square-Lockbox No.-13665, 300 Harmon Meadow Blvd, 3rf Floor, Secaucus, NJ 07094 or to such other
person or place as Landlord may from time to time designate. Tenant will pay the first full
month’s base rent at the Rent Commencement date as stated in 1.1(b) herein.



6. TAXES.




     6.1 Definition of Taxes.



     Subject to the exclusions below, “Taxes” means all taxes, assessments, levies, charges, and
fees imposed against, for or in connection with all or any portion of: the Project including, but
not limited to;




     (a) the use, ownership, leasing, occupancy, operation, management, repair, maintenance,
demolition or improvement of the Project;




     (b) Landlord’s right to receive, or the receipt of, rent, profit or income from the
Project;




     (c) improvements, utilities and services, whether because of special assessment
districts or otherwise;




     (d) the value of Landlord’s interest in the Project;




     (e) a reassessment due to any change in ownership or other transfer of all or any
portion of the Project;




     (f) and fixtures, equipment and other real or personal property used in connection with
the Project. Taxes also include, without limitation, license fees, sales, use, capital and
value-added taxes, costs incurred in contesting taxes, and any charges or taxes in addition
to, in substitution or in lieu of, partially or totally, any taxes or charges previously
included within this definition, including taxes or charges completely unforeseen by the
parties and collected from whatever source.



          Exclusions: Taxes do not include: Landlord’s federal, state or local net
income, franchise, excise, inheritance, gift or estate taxes, luxury, and/or any taxes
imposed or measured on or by the income of Landlord from the operation of the Project (other
than as used in the determination of assessed value for the purposes of real estate











 









 














taxation) or imposed in connection with any change of ownership of the Project or any
part thereof, including without limitation capital gains or other sale or transfer taxes.



     6.2 Payment of Taxes.



     Subject to Article 8, as of the Rent Commencement Date Tenant will pay Tenant’s Percentage of
the increase in Taxes using the fiscal year commencing July 1, 2006 and ending June 30, 2007, as
the base year directly to Landlord as additional rent within thirty (30) days after delivery of
Landlord’s bills from time to time.



     6.3 Tenant’s Taxes.



     Tenant will pay before delinquency or contest in good faith all taxes, assessments, license
fees and charges levied, assessed or imposed on Tenant, Tenant’s business operations and Tenant’s
Property and will indemnify and hold Landlord harmless therefrom.



7. OPERATING COSTS.




     7.1 Definition of Operating Costs.



     Subject to the exclusions below, “Operating Costs” (also referred to as “Operating Expenses”)
are all costs and expenses actually incurred in connection with the Project and its ownership,
operation, management, maintenance, repair, replacement and improvement, including, without
limitation, costs for: cleaning, maintenance and repair of the Common Area; snowplowing, security,
and landscaping; services, costs and utilities not otherwise directly paid or reimbursed by
tenants; materials, supplies and equipment; insurance deductibles, cost of monitoring environmental
conditions (as opposed to remediation which is excluded below) premiums and costs; wages and
payroll , including bonuses, fringe benefits, workers compensation and payroll taxes; professional
and consulting fees; management fees at then-prevailing market rates for similar properties or the
current rate structure now charged for the Project, whichever is greater, and complying with any
Laws and insurance requirements. Operating Coats do not include: Taxes or the exclusions
therefrom; depreciation of the Project structures and improvements; Landlord’s loan fees, points,
debt service, other financing charges or ground lease payments, or costs incurred in negotiating or
enforcing any of the underlying documents in connection with any of Landlord’s loans or ground
leases; cost of any remediation of environmental conditions, except those caused by the Tenant or
those the Tenant is responsible for, costs to sell, assign, syndicate, mortgage, hypothecate or
convey Landlord’s interest in the Project or in the entity constituting Landlord; brokerage
commissions or “finders fees” for the sale, lease, mortgaging or hypothecation of all or any part
of the Project; bad debt losses or reserves therefore; the cost of tenant allowances or work letter
costs or any other costs to install tenant improvements or in designing, engineering, drawing,
permitting, entitling, improving, renovating, decorating, painting or redecorating vacant space
held for lease to tenants (but such exclusion will apply only with respect to the costs directly
allocable to the space to be leased to such tenants); costs of negotiating or enforcing leases,
subleases, licenses or occupancy agreements, or deal memos, letters of intent, assignments,
subleases, sublicenses or Transfers thereof, including, without limitation, legal fees, arbitration
fees and associated costs; free rent, partial or total rent abatements or similar inducements
offered by Landlord to obtain tenants;










 









 












expenses for repairs or maintenance to the extent reimbursed by warranties, guaranties,
service contracts or insurance proceeds; costs for the replacement (as opposed to maintenance and
repair) of basic structural members of the Building; costs to defend Landlord’s title to or
interest in the Project; costs to influence prospective legislation; and costs directly, paid or
specifically reimbursed by tenants in the Project (other than by an allocation of Operating Costs),
such as separately metered electricity payable directly by a tenant to the utility company; fines
or penalties incurred due to violations by Landlord of existing governmental laws, regulations,
orders and the like; costs of restoration or repair of the Project as a result of total or partial
destruction or condemnation thereof, except for a commercially reasonable deductible; contributions
to charitable organizations; fees, costs, reimbursements, end other sums paid to affiliates of
Landlord for services provided to the Project to the extent that such fees, costs, reimbursements
or other sums are in excess of prevailing market amounts for comparable services provided by
unaffiliated third parties; the cost of work performed by Landlord’s employees or Landlord’s
property manager for any other Projects and the costs and expenses of any tools, equipment, and
supplies used to maintain or service any other Project; costs incurred to correct any structural or
latent defect in the original construction of any portion of the Project or incurred as the result
of any hazardous substances existing on, under or about the Project (on or prior to the
Commencement Date) legal and court costs, including attorneys’ fees, and expenses incurred by
Landlord in which it is not found to be the prevailing party; costs of capital expenditures, except
for capital expenditures (i) which are for the purposes of reducing operating expenses, or (ii)
which are required by a governmental authority to comply with changes in applicable laws taking
effect after the execution of this Lease. In no event shall Landlord collect in excess of one
hundred percent (100%) of the Operating Costs from the tenants of the Project. In the event that
remediation of the site is required as a result of the presence of a known carcinogen, the cost of
such remediation shall not be included as an operating expense. In the event that remediation is
required as a result of the presence of a substance which at the present time is not a known
carcinogen, then the cost of such remediation shall be included as an operating expense.




     7.2 Payment of Operating Costs.



     Subject to Article 8, as of the commencement of Lease Year 2, Tenant will pay Tenant’s
Percentage of the Increase in Operating Costs using the calendar year 2006 as the base year
directly to Landlord as additional rent within thirty (30) days after delivery of Landlord’s bills
from time to time. For the purposes of computing the increase in the cost of cleaning the Tenants
Premises and removing trash from the Tenant’s Premises it is agreed that the base year is calendar
year 2006.



     7.3 Building Operating Costs.



     From time to time, Landlord may determine that certain costs otherwise included within the
definition of Operating Costs more properly relate solely or primarily to less than all of the
Buildings in the Project (as a hypothetical example, elevator maintenance for elevators serving
only the Building). If Landlord so elects, these costs will be deducted from Operating Costs and
allocated only to tenants of the applicable Building(s), Tenant’s share of these costs will be
calculated by dividing Tenant’s rentable square footage by the rentable square footage leased to
all tenants in the applicable Building(s) and otherwise Tenant will pay its share of these costs in










 









 












the manner described in Section 6.1. Operating Costs shall not include any capital
expenditure (including, without limitation, costs of repairs, alterations, additions, changes and
other items which under generally acceptable accounting principles are properly classified as
capital expenditures if they upgrade the building) otherwise includable in Operating Costs for the
year in which it was made, they shall nevertheless be included in such Operating Costs for such
year and subsequent lease years an amount equal to the original expenditure divided by the number
of years of useful life thereof.




     7.4 Determining Operating Costs.



     Operating Cost figures for both the base year and each year thereafter shall be calculated and
adjusted to reflect a 95% occupied building.



8. MONTHLY PAYMENT OF TAXES AND OPERATING COSTS.




     At any time and from time to time, and subject to later changes, Landlord may elect to have
Tenant pay Tenant’s share of Taxes and Operating Costs (or either of them) in monthly installments
in advance on the first of each month, based on amounts reasonably estimated by Landlord (as
revised from time to time). If these estimated monthly payments are required, after the end of
each tax fiscal year, Lease Year or other relevant periods selected by Landlord, Landlord will
deliver to Tenant a detailed statement of the actual Operating Costs and Taxes incurred during such
period and the amounts, if any, due for the period. Any additional amounts due from Tenant will be
payable as additional rent within thirty (30) days after delivery of Landlord’s statement, and any
overpayment by Tenant will be promptly refunded by Landlord or, at Landlord’s option, deducted from
the next monthly installments of rent due from Tenant. At any time or from time to time, Landlord
may deliver a bill to Tenant for Tenant’s share of Taxes and/or Operating Costs (or specified
portions thereof) for a particular period, and Tenant will pay the amount due to Landlord as
additional rent within thirty (30) days after delivery of Landlord’s bill. Tenant will receive a
credit for any estimated monthly payments or other payments for such charges already paid by Tenant
for the period covered by that bill. Tenant shall have the right, on written notice to Landlord
delivered to Landlord no later than one hundred eighty (180) days following Tenant’s receipt from
Landlord of the year-end statement for Operating Costs or Taxes to have Landlord’s books and
records relating to such costs for that year audited by an independent certified public accounting
firm who is not compensated on a contingency basis. All books and records necessary to accomplish
any audit permitted under this Section 8 shall be retained for a sufficient time to allow the audit
to take place, and shall be made available to the person conducting the audit at the office that
Landlord regularly maintains such books and records. Tenant shall pay for its costs of the audit,
unless it is finally determined (either by the audit, or in the case of a dispute by arbitration)
that Tenant’s share of Operating Costs or Taxes were overstated in the year audited by an amount in
excess of 5% of the total operating expenses, in which case Landlord shall pay or reimburse Tenant
for the reasonable costs of the audit, which cost shall not exceed ten percent (10%) of the amount
of overstatement determined in accordance with this section. Landlord’s and Tenant’s rights and
obligations under this Section 8 shall survive the end of the Term. Tenant’s right to have
Landlord’s books and records relating to Operating Costs and Taxes audited shall be deemed forever
waived and Landlord’s year-end statement shall be deemed conclusively correct as to both Landlord
and Tenant if Tenant does not give Landlord written notice of the exercise of such audit rights
within










 









 












the one hundred eighty (180) day period described above. In the event of a dispute as to the
findings of Tenant’s audit, it shall be settled by arbitration in accordance with the American
Arbitration Association or such other organization mutually agreed to by the parties. Tenant
agrees to keep strictly confidential the results of such audit and any claims, negotiations,
proceedings or settlements with Landlord in connection therewith or in connection with Operating
Costs, and shall cause its Affiliates to comply with the same requirements.




9. INSURANCE




     9.1 Tenants Insurance: Waiver of Subrogation.




     (a) When this Lease is executed and continuing through the end of the Lease term,
Tenant will maintain:




     (i) Commercial general liability insurance (Broad Form or if that form is no
longer available, on an equivalent occurrence basis policy form satisfactory to
Landlord), with contractual liability, cross-liability and fire legal liability
endorsements, protecting against all claims and liabilities for personal, bodily and
other injuries, death and property damage including, without limitation, broad form
property damage insurance, automobile and personal injury coverage. This insurance
also will insure Tenant’s indemnities. The amount of this insurance will not be
less than Two Million Dollars ($2,000,000) combined single limit for each
occurrence. If this policy includes a “general aggregate” limit, the limit will be
at least twice the combined single limit per occurrence.




     (ii) “All risk” or “special cause of loss” property insurance, covering all of
Tenant’s Work, Tenant’s Property and all Alterations made by or for the benefit of
Tenant. This insurance will be for full replacement value.




     (iii) Employer’s liability insurance of not less than One Million Dollars
($1,000,000), and worker’s compensation insurance in statutory limits.




     (iv) If not already provided under one of Tenant’s policies mentioned above,
Builder’s Risk insurance (completed value form) for work required of or permitted to
be made by Tenant. The amount of this insurance will be reasonably satisfactory to
Landlord and must be obtained before any work is begun.




     (b) The initial amounts of insurance described above will be subject to reasonable
periodic increase and endorsement (but not more often than once every
five (5) years) based
on inflation, increased liability awards and other relevant factors, as reasonably
determined by Landlord.




     (c) Tenant shall carry all policies of insurance, other than Workman’s Compensation
Insurance carried by Tenant must: name Landlord and its designees as an additional insured
without modification (or if that form is no longer available, then pursuant to an equivalent
form acceptable to Landlord); contain a waiver by the insurer of any right to subrogation
against Landlord and its Affiliates; be written, on an “occurrence” basis; be from insurers
in good standing and licensed to do business in










 









 














Massachusetts with a Best’s Key Rating of at least A-X; contain deductibles not in
excess of Five Thousand Dollars ($5,000.00) (and all deductibles will be paid and assumed by
Tenant); be endorsed to be primary to all insurance of Landlord and its Affiliates, which
will be excess and non-contributing; and state that the insurers will not cancel, fail to
renew or modify the coverage without first giving Landlord at least thirty (30) days’ prior
written notice.




     (d) Tenant will supply copies of each paid-up policy or a certificate thereof in form
reasonably acceptable to Landlord, evidencing that Tenant has procured insurance in
accordance with all of the terms of this Article. The policies or certificates will be
delivered to Landlord when the Lease is signed and renewals provided not less than thirty
(30) days before the expiration of the coverage. Landlord always may inspect and copy any
of the policies. Tenant waives subrogation and any right to claim or recover against
Landlord or its Affiliates for Liabilities in connection with any damage, loss or liability
due to a peril covered under the casualty (and similar) insurance policies required to be or
actually maintained by Tenant.




     (e) Tenant and its Affiliates will not undertake, fail to undertake or permit any acts
or omissions which will in any way increase the cost of, violate, void or make voidable all
or any portion of any insurance policies maintained by Landlord, unless Landlord gives its
specific written consent and Tenant pays all increased costs directly to Landlord on demand.



     9.2 Landlord’s Insurance: Waiver of Subrogation.



     Landlord will maintain special cause of loss or equivalent type property coverage form
insurance of at least 80% of the full replacement cost of the Project (excluding foundations,
footings, below-grade space and any historic items or structures), commercial general public
liability insurance (Broad Form or the functional equivalent) of at least Five Million Dollars
($5,000,000), and other insurance policies (including, without limitation, rental loss insurance
policies), all in such amounts (except as may be specified above), with such deductibles and
providing protection against such perils as Landlord determines to be necessary in its sole
discretion. All losses on all policies maintained pursuant to this Article will be settled in
Landlord’s name (or as otherwise designated by Landlord) and proceeds will belong and be paid to or
at the direction of Landlord. Landlord hereby waives subrogation and any right to claim or recover
against Tenant or its Affiliates for Liabilities in connection with any damage, loss or liability
due to a peril covered under the casualty (and similar) insurance policies required to be or
actually maintained by Landlord. Landlord makes no representations or warranties as to the
adequacy of any insurance to protect Landlord’s or Tenant’s interests.



10. UTILITIES.





     (a) Tenant will pay when due to the furnishing parties all fees and costs for utility
services furnished to the Premises, including, without limitation, telephone, electricity
(including, without limitation, electricity for any heat pump(s) or other portion of the
HVAC Systems and Equipment dedicated solely to the Premises), sewer, and water. If a
utility or service is not separately metered or submetered and payable directly










 









 














to the utility provider, Tenant will pay its share (as fairly and reasonably determined
by Landlord) of such costs directly to Landlord as additional rent within thirty (30) days
after delivery of Landlord’s bills from time to time. Landlord is not responsible for any
Liabilities incurred by Tenant or Tenant’s Affiliates nor may Tenant abate rent, terminate
this Lease or pursue any other right or remedy against Landlord or Landlord’s Affiliates as
a result of any malfunction, interruption, failure to restore or suspension of any
utilities, services or associated Systems and Equipment. Landlord specifically retains (and
if necessary Tenant hereby grants to Landlord) the sole and exclusive right to determine the
utility providers) (excluding telecom providers) for the Premises and the rest of the
Project.




     (b) all costs for electricity, including ventilation and cooling to Premises, will be
separately metered and the sole responsibility of the Tenant from the Lease Commencement
Date.



11. USE OF PREMISES.




     Tenant will:




     (a) Operate its business in an attractive and first class manner and not permit any
objectionable or unreasonable noises, vibrations, odors or fumes in or to emanate from the
Premises, nor commit or permit its employees to commit any waste, improper, immoral or
offensive use of the Premises, any public or private nuisance or anything that disturbs the
quiet enjoyment of the other tenants, licensees, occupants or customers of the Project, and
use and occupy the Premises throughout the term and only for the purposes described in
Section 1.1 (k), but for no other purpose. All deliveries and pickups must be conducted at
times and in the manner reasonably prescribed by Landlord, and only in those loading docks
or areas specified by Landlord. All trash and waste products must be stored, discharged,
processed and removed in the manner reasonably prescribed by Landlord and in accordance with
applicable Laws, and so as not to be visible or objectionable to other tenants or create any
health or fire hazard.




     (b) Install only window coverings and treatments approved by Landlord and, once
installed, keep them sufficiently closed to shield from outside view any rooms, machinery or
other equipment that Landlord reasonably determines is unsightly or inconsistent with that
portion of the Project. Tenant will vent and drain only in the manner prescribed by
Landlord and in accordance with applicable Laws.




     (c) Not: permit any coin or token operated vending, video, pinball, gaming or
other mechanical devices on the Premises, except for telephones and vending machines solely
for use by Tenant’s employees; sell lottery or raffle tickets; operate a restaurant; engage
in the business of retail depository banking or selling or purchasing securities on a retail
basis; permit diplomatic, governmental or quasi-governmental agencies to occupy the Premises
(other than on a temporary basis, as required by law); use the Premises as doctors’ offices,
a school or educational institution, living or sleeping quarters; store, sell or distribute
obscene, graphic, sexually-explicit, lewd or pornographic materials (as determined in
Landlord’s judgment) or engage in related businesses in or from the










 









 














Premises; or conduct any auction, or any distress, fire, bankruptcy or going out of
business sale.




     (d) Comply with: Laws and insurance requirements affecting the Premises, the
Project or any use and occupancy thereof; and Landlord’s rules and regulations as set forth
in Exhibit D hereto, and reasonable changes thereto. Tenant agrees that it will not make
any modifications or improvements to the base-building life-safety system or the Building
structure which will cause the Premises or Project to fall out of compliance with Laws and
insurance requirements. During the Term, Tenant will, at its expense, obtain and maintain
all licenses, approvals and variances necessary to conduct its business and occupy the
Premises, but none of those licenses, permits or variances will be binding on or in any way
affect or restrict Landlord, any other tenants in the Project or the Project itself.




     (e) If it wishes, at its expense: install signs or lettering on the entry
doors to the Premises identifying its tenancy in the manner customary to first-class office
buildings. Tenant will conform to standards established by Landlord from time to time for
these signs or lettering and submit for Landlord’s prior approval a plan or sketch of
Tenant’s proposed sign or lettering together with a list of materials and specifications and
the proposed manner of attachment. Landlord will place Tenant’s name (along with the names
of other tenants) on an exterior building monument and interior Building directory sign as
well as a suite entry identification sign in accordance with building standards at no cost
to Tenant, and all other signs, lettering, awnings, canopies or other decorations require
Landlord’s prior written approval.




     (f) Not: use any advertising or other media or other device which can be heard
or experienced outside the Premises including without limitation, lights or audio or visual
devices. Tenant will not distribute handbills or advertising, promotional or other
materials anywhere in the Project or solicit business in the Project other than within its
own Premises. These restrictions shall not apply to advertising Tenant conducts via radio,
television, or print.




     (g) Tenant, at its sole cost and expense, shall have the right to install antennae or
satellite dishes on the roof of the Buildings, subject to Landlord’s prior written approval
of the location, quantity and installation method of said antennae or satellite dishes,
which approval shall not be unreasonably withheld. The installation of any such antennae or
satellite dishes shall be for Tenant’s sole use and not for the purpose of providing service
to any third party. Tenant shall not be charged any additional Base Rent for such use, but
shall be responsible for any electricity, telecommunication or other charges relating to the
equipment that Tenant installs on the roof.



12. MAINTENANCE AND REPAIRS.




     12.1 Landlord’s Obligations.



     Landlord will provide for the repair and maintenance of the following which shall be included
in the Operating Expenses: HVAC system servicing the Premises (but not the HVAC










 









 












system servicing specialized space such as a computer room) as well as the snowplowing and
landscaping, and cause to be repaired and maintained the exterior and interior Common Area of the
Project, including parking areas, sidewalks and ways serving improvements, the elevators, the
structure of the Building, the roof, roof membrane, foundation, exterior and other structural
elements and base systems of the Project, floor and load-bearing walls of the Project (but not the
interior surfaces of the Premises), the common base-building life-safety system, the common
base-building HVAC Systems and Equipment the common base-building electrical Systems and Equipment
up to but not beyond the bus duct tap, and the common base-building plumbing Systems and Equipment
up to and including, but not beyond, the main vertical risers, and the sanitary sewer and water
lines outside of the footprint of the Premises, but specifically excluding any supplemental or
additional electrical, plumbing or other Systems and Equipment that are above base-building
standard or involve special Tenant requirements or equipment, all of which will be Tenant’s
responsibility to repair and maintain (e.g., computer-room electrical or HVAC systems,
audio/visual, computer, data or telecommunications systems, special security systems, interior
bathrooms, kitchens and kitchen appliances, etc.). However, Tenant will be responsible for all
repairs, maintenance and additional work resulting from or required in connection with Tenant’s
Alterations or the negligent or intentional acts or omissions of Tenant or its Affiliates.
Landlord will make its repairs within a reasonable time following the earlier of its knowledge of
or Tenant’s notification that the repairs are required. Landlord’s obligations are subject to the
provisions of Articles 16 and 17 and the rest of this Lease.




     The Landlord shall also provide the following services, which shall be includable in the
Operating Costs: repair and maintenance of common areas, weekday (other than holidays) snow and ice
removal from sidewalks, roads, parking areas, janitorial services to the Common Areas, cleaning of
common areas including windows, repair and maintenance of Tenant’s HVAC (excluding any non-base
building HVAC such as Liebert units), HVAC furnished to common areas, Hot/cold water to base
building restrooms and common areas, on-site property management services, all exterior grounds
maintenance and repair, trolley service to parking area, cleaning and removal of trash from the
Tenant’s Premises, repair and maintenance of all overhead lighting (excluding bulb replacement) in
Tenant’s Premises, each of the foregoing at service levels which are not less the service levels
for similar services provided to other first-class buildings in the local submarket. The landlord
can make arrangements for the replacement of light bulbs at the Tenant’s sole cost.
Notwithstanding anything to the contrary, the Tenant shall be responsible for the cost of all
electricity including the electricity for the lights, plugs and HVAC. Landlord shall provide the
janitorial services described on Exhibit G



     12.2 Tenant’s Obligations.



     Except for Landlord’s Obligations in Section 12.1, Tenant will maintain the Premises in a
first-class manner, and keep the Premises in good order and condition (ordinary wear and tear and
damage by fire or other casualty not caused by the Tenant or those for whom the Tenant is
responsible, excepted), including, without limitation, Tenant’s Property, all doors, window
treatments, wall coverings, floor coverings, non-structural portions of the ceiling, floor and
walls, and Tenant’s Alterations (unless otherwise requested by Landlord).










 









 













13. ALTERATIONS.




     13.1 Landlord’s Consent.



     “Alterations” means Tenant’s alterations, additions, improvements, remodeling, repainting,
decorations (other than normal suite decorations) or other changes. Provided that Tenant is not in
default (and has not committed an act or omission that with the passage of time or the giving of
notice or both would be a default), Tenant may make nonstructural Alterations to the interior of
the Premises without Landlord’s consent as long as Tenant complies with the terms of this
Article and the rest of this Lease and the Alterations do not: affect the windows, the exterior of
the Building, or any portion of the Building or the rest of the Project outside of the Premises;
affect the strength, structural integrity or load-bearing capacity of any portion of the Building;
affect the Systems and Equipment in the Premises or the rest of the Building or increase Tenant’s
usage; directly or indirectly require Landlord or any other tenant in the Project to pay for or
perform any work or modifications to existing conditions or cause them to be in violation of
applicable Laws; or, in Landlord’s reasonable judgment, cost more than a total of Ten Dollars
($10.00) per square foot of agreed rentable area in the Premises in any Lease Year when combined
with the cost of other Alterations made in that Lease Year. For any alteration that does not
require the Landlord’s consent, the Tenant shall provide the Landlord with a description of the
alteration as well as any plans which relate to the alteration, including but not limited to any
change in the floor plans. All other Alterations require Landlord’s prior written consent Whether
or not Landlord’s consent is required, Alterations are subject to the rest of this Article.



     Landlord hereby consents to the Alterations shown on the space plan attached to the Workletter
as Exhibit F.



     13.2 Notice.



     Tenant will notify Landlord not less than fifteen (15) days before beginning any Alterations.
Together with Tenant’s notice, Tenant will give Landlord copies of the necessary permits and
approvals and, if Landlord deems it necessary, detailed plans and specifications for the
Alterations (but not for minor, non-structural Alterations such as wall coverings, wall hangings,
built-in cabinetry, movable partitions and painting). Landlord’s review or approval of Tenant’s
plans and specifications is solely for Landlord’s benefit and will not be considered a
representation or warranty to Tenant as to safety, adequacy, efficiency, compliance with Laws or
any other matter, or a waiver of any of Tenant’s obligations. All items of Tenant’s Property,
trade fixtures and non-structural alterations, additions, installations or improvements shall be
and remain the property of Tenant and may be removed prior to the termination of this Lease,
provided, however, that any injury or damage to the Premises or Building resulting from such
removal shall be repaired promptly by and at the expense of Tenant. All other Alterations will be
deemed Landlord’s property and part of the realty, and will be surrendered with the Premises at the
end of this Lease, unless otherwise requested by Landlord coincident with Landlord’s consent to the
Alterations.



     13.3 Compliance with Laws.










 









 













     Alterations will comply in all material respects with this Lease, the final plans and
specifications approved by Landlord in writing (if applicable), and applicable Laws and insurance
requirements. Alterations will be done in a first-class manner, using first quality or building
standard materials, and so as not to interfere in any way with or impose Liabilities on Landlord or
any other tenant in the Project. Alterations will be performed only by experienced, licensed and
bonded contractors and subcontractors approved in writing by Landlord, which approval will not be
unreasonably withheld or delayed. Tenant will cause its contractors and subcontractors to carry
commercial general liability insurance with the same attributes and subject to the same
requirements as those set forth in Section 9.1(a)(i), in the amount of at least One Million Dollars
($1,000,000) combined single limit for each occurrence (subject to reasonable increase during the
term at Landlord’s request), naming Landlord and its designees as additional insureds, and
workmen’s compensation insurance in statutory limits.



     13.4 Liens.



     Tenant will pay when due or contest in good faith all claims for labor, materials and services
claimed to be furnished for Tenant or Tenant’s Affiliates or for their benefit. If the Tenant
contests a claim it shall promptly, within fourteen (14) days of the lien being filed, remove any
lien filed against the property. Tenant will keep the Project (and the fixtures therein and title
thereto) and Landlord’s personal property free from all claims, liens, security interests and
encumbrances resulting from Tenant’s acts, omissions, agreements, and all claims for labor,
materials or services claimed to have been furnished for Tenant or Tenant’s Affiliates or for their
benefit, excluding liens which result for work the Landlord is responsible for the payment of
(collectively, “Liens”). Tenant will indemnify Landlord and its Affiliates for, and hold them
harmless from, Liabilities incurred by them in connection with Tenant’s Alterations and all Liens
(including, without limitation, the removal of any Liens and any related actions or proceedings).
NOTICE IS HEREBY GIVEN TO ALL PERSONS FURNISHING LABOR OR MATERIALS TO TENANT THAT NO MECHANICS’,
MATERIALMENS’ OR OTHER LIENS SOUGHT ON THE PREMISES OR THE PROJECT OR TITLE THERETO WILL IN ANY
MANNER AFFECT LANDLORD’S RIGHT, TITLE OR INTEREST.



     13.5 Labor Harmony.



     Tenant will not, directly or indirectly, knowingly employ or permit the employment of any
contractor, shipper, mechanic or laborer or permit any items or materials to be brought into the
Premises or the rest of the Project, if it would create any work slow down, sabotage, strike,
wild-cat strike, picketing or jurisdictional dispute, or would in any way disturb the peaceful and
harmonious operation, management, maintenance, cleaning, security or improvement of the Project or
any part thereof (in any case, a “Labor/Disturbance Incident”). Tenant will be solely responsible
for all Liabilities resulting from any such Labor/Disturbance Incident, and, without limiting any
other rights and remedies of Landlord, upon demand of Landlord Tenant at its cost immediately will
cause all contractors, shippers, mechanics, laborers, items or materials that are the subject or
cause of such Labor/Disturbance Incident to be removed from the Project



14. INDEMNITY: SATISFACTION OF REMEDIES.




     14.1 Indemnification.










 









 













     In addition to any other indemnities in this Lease, Tenant will indemnify Landlord for and
hold Landlord harmless from Liabilities arising from or in connection with: acts or omissions of
Tenant or its Affiliates or the conduct of Tenant’s business; Tenant’s breach of or default under
this Lease; claims made by Tenant’s Affiliates against Landlord if Tenant has waived those claims
in this Lease or Landlord would not be responsible to Tenant for such claims if such claims were
made by Tenant in accordance with this Lease; and claims by Tenant’s Affiliates or other persons if
Landlord declines to consent to any act, event or document requiring Landlord’s consent under this
Lease (although, subject to the terms of this Lease, this will not prevent Tenant from making its
own claim solely for its own benefit and on its own behalf if Landlord declines to consent where
Landlord is required to consent under the terms of this Lease).



     14.2 Damage to Persons or Property.



     Subject to the rest of this Section and the rest of this Lease, Landlord will be liable for
damages if and to the extent caused by its own negligence or willful misconduct in breach of this
Lease, but Landlord will not be liable for any special, indirect, consequential, punitive or
similar damages (including, without limitation, any loss of use or revenue by Tenant or any other
person) under any circumstances, or for any Liabilities arising from or in connection with: acts or
omissions of Tenant, any other tenants of the Project, any third parties, including, without
limitation, burglary, vandalism, theft, or other criminal or illegal activity; war, terrorism,
riot, force majeure, civil disturbance or executive or governmental or quasi-governmental order or
directive; explosion, fire, steam, electricity, gas, mud, snow, hail, ice, water, rain, seepage,
leakage, condensation, flood, wind, lightning, or otherwise by reason of the elements; pollution,
contamination, mold, hazardous substances, motor vehicles or any casualties; breakage, cracking,
leakage, malfunction, obstruction or other defects in Systems and Equipment or the roof, walls,
floors, surfaces or structure, or of any services or utilities; any work, demolition, maintenance
or repairs permitted under this Lease; any exercise of Landlord’s rights under any Laws or under
this Lease, including any lawful entry by Landlord or its Affiliates on the Premises in accordance
with this Lease; or any of the matters described in Section 24.2. To the extent allowable by law,
Tenant and Tenant’s Affiliates assume the risk of all of these Liabilities and waive all claims
against Landlord in connection therewith. Tenant also waives any Laws or rights that would permit
Tenant to terminate this Lease (except as and if specifically set forth in this Lease), perform
repairs or maintenance in lieu of Landlord (or on Landlord’s behalf), or offset or withhold any
amounts due because of damage to or destruction of the Premises, any repairs or maintenance, or for
any other reason. Tenant promptly will notify Landlord of any damage or injury to persons or
property and any events which could be anticipated to give rise to any of the foregoing
Liabilities. Notwithstanding anything to the contrary in this Lease or elsewhere, Landlord and its
Affiliates will have no Liabilities of any type (excluding Liabilities arising from Landlord and/or
its Affiliates gross negligence and/or willful misconduct) subject to the mutual waivers set forth
in Article 9 with respect to Tenant’s Property and any other property owned by Tenant or its
Affiliates, and all of such Liabilities are hereby waived by Tenant. These exculpations of
Landlord and all of Tenant’s waivers in this Lease will apply to all of Tenant’s Affiliates to the
greatest extent possible. If and to the extent that these exculpations and waivers do not apply
directly to Tenant’s Affiliates because they have not signed this Lease, Tenant will indemnify
Landlord for and hold Landlord free and harmless from all Liabilities incurred by










 









 












Landlord to or in connection with Tenant’s Affiliates as if they had signed this Lease and
freely agreed to such waivers.




     14.3 Satisfaction of Remedies.



     Notwithstanding anything in this Lease or elsewhere to the contrary: Tenant and its Affiliates
will look solely to Landlord’s interest in the Project (which shall include the net proceeds of any
insurance, condemnation, sale or refinancing proceeds received by Landlord with respect to the
Building) to satisfy any claims, rights or remedies, and Landlord’s partners and their respective
Affiliates (including any property managers), at every level of ownership and interest, have no
personal or individual liability of any type, whether for breach of
this Lease or their negligence
or otherwise, (and such Liabilities are hereby waived by Tenant), their assets will not be subject
to lien or levy of any type, nor will they be named individually in any suits, actions or
proceedings of any type.



15. COMMON AREA AND PARKING.




     15.1 Common Area.



     “Common Area” means all areas and improvements within the Project, as it now exists or as it
exists in the future, not held or designated for the exclusive use or occupancy of Landlord,
Tenant, or other tenants. Tenant may use the Common Area on a nonexclusive basis during this
Lease. Landlord reserves all rights in connection with the Common Area and the rest of the
Project, including, without limitation, the right to change, relocate, add to, improve or demolish
portions of the land and/or improvements and the layout thereof and promulgate rules and
regulations with respect thereto (which Landlord agrees not to enforce in a manner discriminatory
to Tenant), limit the use of any portion of the Common Area by Tenant or its Affiliates in any such
manner applicable to all similarly affected tenants, and place certain portions of the Common Area
off limits to Tenant and its Affiliates in any such manner applicable to all similarly affected
tenants, including, without limitation, janitorial, maintenance, equipment and storage areas, and
entrances, loading docks, corridors, elevators and parking areas; provided, that Landlord’s
exercise of these rights shall not materially adversely affect Tenant’s rights under this Lease.
Landlord reserves the space above hung ceilings, below the floor and within the walls of the
Premises, and the right to install, relocate, remove, use, maintain, repair and replace Systems and
Equipment within or serving the Premises or other parts of the Building or the Project; Except
during emergencies or by reason of force majeure or necessary maintenance, repair or construction,
and subject to the other terms of this Lease, Landlord’s exercise of the rights in this Section
will not ever prevent Tenant from having access to the Premises, which is granted 24 hours per day,
7 days per week, but such exercise will not under any circumstances require Landlord to compensate
Tenant in any way, result in any Liabilities to Landlord, entitle Tenant to abate rent, or reduce
Tenant’s Lease obligations unless Landlord’s exercise of the rights in this Article cause damage to
Tenant’s Property, Alterations or the Premises, for which Tenant would otherwise be responsible to
repair. Landlord shall provide Tenant with no less than forty-eight (48) hours written notice
prior (except in the event of an emergency) to exercising any of the foregoing rights that affect
the Premises or the ingress and egress thereto. Normal operating hours for the building systems
are 8:00 a.m. to 6:00 p.m., Monday through Friday and 8:00 a.m. to 1:00 p.m. on Saturday.
Emergency maintenance










 









 












support is available 24 hours per day, 7 days per week. All HVAC use shall be separately
metered and paid directly by Tenant.




     15.2 Parking.




     (a) During the term, Tenant shall be allocated Forty-Two (42) parking spaces at no
additional charge. Twelve (12) of these spaces shall be guaranteed but unassigned in lots
C, D and E as designated in Exhibit A, six (6) of these spaces shall be on the top floor of
the garage as designated on Exhibit A, and the balance of the spaces will be unassigned and
located in the lower rear lots (G, H, K, L and M) as shown in Exhibit A. Visitor parking is
available for Tenant’s business invitees. Tenant will not park in posted spaces assigned to
other tenants or reserved for visitor parking.



     All parking spaces are for the use of the Tenants employees and invitees. There shall be no
overnight parking of vehicles.




     (b) Tenant understands and agrees that Landlord will not be responsible for, and will
not incur any Liabilities to Tenant or its Affiliates with respect to, and Tenant waives and
assumes the risk of, any acts or omissions occurring within the parking areas or any
entrances and exits thereto or therefrom (other than the negligent or willful acts or
omissions of Landlord or its Affiliates), including, without limitation, any injuries,
death, or loss or damage to cars or other property, and Tenant will not name Landlord or its
Affiliates, or bring any actions of any kind against them, in connection therewith or as a
result thereof.




     (c) Tenant may not sublease, assign or otherwise Transfer any parking rights except to
a permitted assignee or sublessee as part of such permitted assignment or sublease. In
addition to Landlord’s rights as set forth in Section 15.1, Landlord may: limit access to
portions of the parking areas; change signs, lanes and the direction of traffic within the
parking areas; change, eliminate or add parking spaces or areas devoted to parking;
designate the area (or space) within which each authorized automobile may be parked and
change any such designation from time to time; establish alternative means of identifying
and controlling authorized parking; promulgate rules and regulations; construct additional
and/or structured parking; and take any other actions deemed necessary by Landlord, provided
that Tenant’s authorized parking spaces will not be reduced nor will Tenant be charged for
parking over and above its share of Taxes and Operating Costs related thereto (unless
Landlord otherwise specifically agrees in a writing signed by Landlord and Tenant).



16. DAMAGE OR DESTRUCTION.




     16.1 Repairs.



     Subject to the rest of this Article and the rest of this Lease, Landlord will repair damage to
the Premises caused by casualties insured against under the casualty policies that Landlord is
required to maintain hereunder. However, Landlord is not obligated to repair damage to items for
which Landlord has no liability or responsibility under other provisions of this Lease. Except as
may otherwise be required by then-applicable Laws, Landlord will attempt to restore the










 









 












damaged portions to their prior condition, but Landlord is not required to undertake repairs
unless insurance proceeds are available, spend more than the net insurance proceeds it actually
receives and is permitted to retain for any repair or replacement, or repair or replace any damage
to Tenant’s Work, Tenant’s Property or its fixtures or any Alterations. Landlord will begin
repairs within a reasonable time after: receiving: notice of the damage; required building permits
or licenses; and the insurance proceeds payable on account of the damage.




     16.2 Election to Terminate.




     (a) Landlord has the option either to repair the casualty damage, or terminate this
Lease by delivering written notice within seventy-five (75) days after the damage occurs,
if: the damage occurs during the last year of the term; or Tenant is in default after any
applicable notice and beyond any applicable cure periods; or the repairs would take more
than one hundred twenty (120) days to complete; or the casualty damages more than twenty
five percent (25%) of either: the leasable space in the rest of the Building: or the
leasable space in the rest of the Project (other than the Building); or the Common Area of
the Building; or the parking area.




     (b) Tenant has the option to terminate this Lease by delivering written notice to
Landlord if: the casualty damages the Premises and renders it untenantable, Landlord is
required or elects to repair and the repairs which Landlord is required to make are not
substantially completed within twelve (12) months after the damage occurs (subject to
extension of this period for up to an additional two (2) months for delays caused by force
majeure); and Tenant delivers its written termination notice to Landlord within fifteen (15)
days after the end of Landlord’s repair period and Landlord fails to substantially complete
within sixty (60) days after receiving this notice. Under these circumstances, this Lease
will terminate at the end of this fifteen (15)-day period.



     16.3 Abatement of Rent.



     Subject to Section 16.2(b), if the Premises are damaged, other than if caused by the willful
misconduct of Tenant, so as to be untenantable for more than three (3) consecutive business days,
base rent and Tenant’s share of Taxes and Operating Costs will abate until Landlord has
substantially completed the repairs it is required to perform and given Tenant access to the
Premises, or Tenant reoccupies part of the Premises, the Premises otherwise are rendered
tenantable, or this Lease terminates, whichever is earliest. If Tenant continues to occupy or
reoccupies the Premises before substantial completion of these repairs but cannot occupy
substantially all of the Premises because of these ongoing repairs, base rent and Tenant’s share of
Taxes and Operating Costs will abate in proportion to the degree to which Tenant’s use of the
Premises is impaired, as reasonably determined by Landlord. The base rent abatement will not
exceed the annual base rent that otherwise would have been payable by Tenant for the Lease Year in
which the damage occurs. The abatement of base rent and Tenant’s share of Taxes and Operating
Costs described above, and Tenant’s rights under Section 16.2(b), are Tenant’s sole rights,
remedies and compensation in connection with any damage, destruction or repairs, regardless of
cause.










 









 













17. CONDEMNATION.




     If all or substantially all of the Premises are condemned, taken or appropriated by any public
or quasi-public authority under the power of eminent domain, police power or otherwise, or if there
is a sale in lieu thereof (“Condemned”), this Lease will terminate when title or possession is
taken by the condemning authority or its designee, if:




     (a) More than twenty-five percent (25%) of the usable area of the Premises is
Condemned; either Landlord or Tenant may terminate this Lease when title or possession is
taken by the condemning authority or its designee by delivering written notice to the other
within fifteen (15) days thereafter. Landlord also may terminate this Lease if more than
twenty five percent (25%) of any of the following are condemned: the leasable area of the
rest of the Building; the leasable area of the Project (other than the Building); the Common
Area of the Building; or the parking area.




     (b) Part of the Premises is Condemned and this Lease is not terminated, Landlord will
attempt to make the necessary repairs so that, to the extent reasonably possible, the
remaining part of the Premises will be a complete architectural unit. Otherwise, Landlord’s
restoration will be conducted as described in Section 16.1, except that Landlord will not be
required to begin repairs until a reasonable time after it receives any necessary building
permits and substantially all of the proceeds of any awards granted for the Condemnation.
In that case, after the date title or possession is taken by the condemning authority or its
designees, Tenant’s Percentage will be recalculated based on the rentable area of the
remaining Premises as compared to the rentable area of the Project after the Condemnation
(aggregate annual base rent will automatically be reduced because the rentable area of the
Premises will have been reduced by the Condemnation).



     All proceeds, income, rent, awards and interest in connection with any Condemnation will
belong to Landlord, whether awarded as compensation for diminution of value to the leasehold
improvements, or the unexpired portion of this Lease, or otherwise. Tenant waives all claims
against Landlord and the condemning authority with respect thereto, but nothing in this Section
prevents Tenant from bringing a separate action against the condemning authority for moving costs
or for lost goodwill (as long as this separate action does not diminish Landlord’s recovery).



18. ASSIGNMENT AND SUBLETTING.




     18.1 Landlord’s Consent Required.



     Tenant will not, and does not have the right or power to, voluntarily, involuntarily or by
operation of any Laws, sell, convey, mortgage, subject to a security interest, license, assign,
sublet or otherwise transfer or encumber all or any part of Tenant’s interest in this Lease or the
Premises, or allow anyone other than Tenant’s employees or agents to occupy the Premises
(singularly or collectively, a Transfer,” and any person to whom a Transfer is made or sought to be
made sometimes is referred to as a “Transferee”), without, first obtaining Landlord’s prior written
consent in each case (except where consent is not required as specifically set forth in Section
18.5(c)) and complying with this Article and any attempt to do so without this consent










 









 












and compliance will be null and void and a default, unless otherwise specifically elected by
Landlord in writing.




     18.2 Notice.



     Tenant will notify Landlord in writing at least twenty-one (21) days before any proposed or
pending Transfer and together with that notice will deliver to Landlord the following information:
the proposed effective date of the Transfer; the name, address and state of formation of the
Transferee; a description of the proposed Transfer (including, if applicable, a sublease that
complies with the terms of this Section 17); certified current financial statements and balance
sheets, a current Dun & Bradstreet report, if any, banking and accounting references and other
relevant financial information for the proposed Transferee; information as to the type of business
and business experience of the proposed Transferee and a statement of its proposed use of the
Premises; a statement signed by an authorized officer of Tenant certifying that the Transfer
complies with this Article 18; an executed estoppel certificate from Tenant; and such other
information as Landlord may reasonably request in connection with the proposed or pending Transfer
and the proposed Transferee.



     18.3 Reasonable Consent.




     (a) Except as specifically set forth in Section 18.3(b) below or elsewhere in this
Article, Landlord will not unreasonably withhold or delay its consent to sublease or an
assignment by Tenant. Tenant agrees that Landlord’s withholding of consent to a proposed
sublease or assignment will be deemed reasonable if Tenant is in monetary default or in
default of other terms after any applicable notice and cure periods, or if any of the
following conditions are not SATISFIED: (a) the sublease or assignment complies with this
Article and the rest of this Lease, the subtenant or assignee will use the Premises only for
the uses permitted in Section 1.1 (k) and otherwise in accordance with this Lease, its use
will not increase the risk of possible contamination by Hazardous Materials in Landlord’s
reasonable judgment, and the business and reputation of the subtenant or assignee are
consistent with the other tenancies and standards of the Project in Landlord’s reasonable
judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity
nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable and
creditworthy and has the independent financial ability to perform its obligations as
sublessee or assignee without undue financial burden in Landlord’s reasonable judgment and
neither it nor its predecessors in interest has had a receiver appointed to manage its
affairs or in connection with any of its assets or been subject to a bankruptcy or
reorganization, criminal judgments, sanctions, consent decrees or similar actions by the SEC
or other governmental or quasi-governmental authorities; (d) the terms of the Transfer
prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant to
Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or
lease additional space in the Project; (e) Landlord’s Mortgagees consent (if their consent
is required); (f) there will be no more than an aggregate of two (2) subleases of the
Premises, (g) the subtenant uses the Premises for an office use consistent with an office
use for a Class A office building and (h) neither Tenant nor any broker, agent or other
representative retained by tenant shall have publicly advertised the availability of the
Premises without prior notice to and approval










 









 












by Landlord (which approval shall be with respect to the advertisement itself as
opposed to the right to advertise), nor shall any public advertisement state the proposed
rental, but nothing contained herein shall be deemed to prohibit Tenant, without Landlord’s
reasonable consent or approval, from listing with brokers the availability of the Premises
for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s
marketing materials shall not be deemed to constitute public advertisements. These
conditions are not exclusive and Landlord may reasonably consider other factors deemed to be
relevant in determining if Landlord should grant or reasonably withhold its consent.





     (b) If Tenant proposes to assign or sublease or otherwise Transfer all or a portion of
the Premises (except to a valid assignee or sublessee pursuant to a Transfer permitted
without consent under Section 18.5(c)), Landlord will have the right, but not the
obligation, either to: consent or reasonably withhold consent under Section 18.3(a). In
addition to the options provided in the foregoing sentence, if the proposed transfer is an
assignment of sublease of the entire Premises, the Landlord may construe the proposal as an
offer to Landlord on the same terms as with the proposed Transferee, which may be accepted
by Landlord (although Landlord will always have the right to further sublease, assign or
Transfer without Tenant’s review or approval); or terminate the Lease with respect to the
space to be assigned, subleased or otherwise Transferred (which space may be reasonably
reconfigured by Landlord at its sole cost and expense to obtain a discrete and
architecturally complete space leaseable to others if less than all of the Premises is
involved), provided that in any case Landlord notifies Tenant in writing within the
twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate,
this Lease will terminate on the date specified by Landlord in its notice (but not prior to
the proposed transfer date) to Tenant as if such date were the expiration date of this Lease
with respect to that space. The termination date specified by Landlord will be not less
than thirty (30) days or more than ninety (90) days after the date of Landlord’s election
notice. As of the termination date, Tenant no longer will have any liability for the rent
and other obligations under the Lease for periods thereafter for that portion of the
Premises, and Tenant’s parking rights (assigned and unassigned parking) will be
proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this
Lease confirming the terms of such termination. If Landlord exercises its right to accept
the offer or terminate all or a part of the Lease as set forth above, it will have the right
to not lease the space or enter into a lease or other agreement for all or parts of the
space from time to time with any other person(s), including, without limitation, Tenant’s
proposed Transferee, on terms acceptable to Landlord in its sole and arbitrary discretion,
and notwithstanding anything to the contrary, Tenant will have no right or interest in any
rent or other consideration payable under those leases or other agreements. Landlord’s
right to recapture under this subsection 18.3(b) shall not apply to permitted transfers
under Section 18.5(c) below or transfers which would have otherwise been permitted under
Section 18.5(c), except the Transferee failed the net worth, credit rating and financial
capability test under said subsection (c).



     18.4 No Release of Tenant.



     Whether or not Landlord consents, no Transfer will release or alter the liability of Tenant to
pay rent and perform all of Tenant’s other Liabilities under this Lease, nor will it release or










 









 












alter the Liabilities of any guarantor under any guaranty of this Lease. The acceptance of
rent by Landlord from any person other than Tenant is not a waiver by Landlord. Consent to one
Transfer will not be deemed to be consent to any subsequent Transfer. If Tenant or any Transferee
defaults under this Lease, Landlord may proceed directly against the Transferee and/or against
Tenant without proceeding or exhausting its remedies against the other. If Landlord consents, that
consent will be valid only if it is in writing, the executed Transfer documents comply with this
Article and the information furnished to Landlord by or on behalf of Tenant or the Transferee (and
copies of those executed documents are promptly delivered to Landlord), and such information is
true and correct in all material respects.




     18.5 Additional Terms.




     (a) This Article is binding and will apply to every Transferee, at every level. The
surrender of this Lease or its termination will not be a merger, but Landlord will have the
right to terminate all subleases and the occupancy rights of all Transferees. Tenant will
pay to Landlord as additional rent: fifty percent (50%) of rent and other consideration paid
or payable for or by reason of any assignment of this Lease after Tenant first
recovers its bona fide, reasonable, out-of-pocket costs paid to unaffiliated third parties
for attorneys fees, brokerage commissions, and new tenant improvements or allowances and
reasonable marketing costs solely for that assignee or subtenant. At Landlord’s option,
Landlord may collect all or any part of this additional rent directly from the payor, and
consideration paid or payable will be defined in its broadest sense. Tenant will promptly
deliver to Landlord copies of all executed Transfer documents, all collateral agreements and
all later amendments. Tenant will promptly pay Landlord’s reasonable attorneys’ fees and
other costs in connection with any request for Landlord’s consent to a Transfer; provided,
however, that such costs shall not exceed $1,000.00. A listing of any name other than
Tenant’s name on the doors or walls of the Premises or elsewhere in the Project will not be
deemed to be an implied consent by Landlord to any sublease, assignment, occupancy or other
Transfer nor constitute a waiver of Landlord’s right to withhold consent to any Transfer or
Tenant’s failure to comply with this Article. Landlord’s profit sharing rights under
subsection 18.5(a) does not apply to permitted transfers under Section 18.5(c) below.




     (b) A Transferee (which for these purposes will exclude any permitted sublessee but
will include any assignee by contract, foreclosure, operation of law or otherwise) will be
deemed to have assumed all of Tenant’s obligations and Liabilities under this Lease (all of
which will be deemed to run with the land) and will be deemed to be bound by this Lease, and
Tenant and the Transferee will indemnify Landlord and hold it harmless from all Liabilities
in connection with the Transfer. To confirm the foregoing, a prospective Transferee (other
than a permitted sublessee) will be required to execute and deliver to Landlord an
unconditional written assumption of Tenant’s Liabilities under this Lease and an
unconditional written indemnity as described above, and Tenant and the Transferee will be
deemed to be jointly and severally liable for all Liabilities of the Tenant under this Lease
and any existing amendments thereto (although such a written assumption will not be required
to establish the full liability of the Transferee for all of Tenant’s Liabilities under this
Lease). Notwithstanding anything to the contrary in a sublease, each sublease will be
deemed to include and incorporate the










 









 














following provisions: it will be subject and subordinate to this Lease in all respects,
if there is any conflict the terms of this Lease will control, and all restrictions and
limitations on and obligations of Tenant under this Lease (except with respect to the
payment of rent and the length of the term) are incorporated into the sublease; the
subtenant will represent that it has reviewed and approved all of the terms of this Lease;
any Alterations that require Landlord’s consent under this Lease will also require
Landlord’s consent under the sublease; Tenant and the subtenant will indemnify Landlord and
hold it harmless from all Liabilities in connection with the sublease to the same extent as
provided in this Lease; the subtenant will acquire no rights or claims against Landlord or
its Affiliates and will not have the right to exercise any of Tenant’s rights or options to
renew, extend or lease additional space in the Project, or any other rights and remedies
under this Lease against Landlord; the subtenant will maintain the same insurance as is
required to be maintained by Tenant under this Lease endorsed in the same manner to Landlord
and its designees, and on their behalf and on behalf of their insurers, the subtenant and
its Affiliates waive subrogation, and they waive and discharge Landlord and its Affiliates
from, all claims in connection with any Liabilities incurred by subtenant or its Affiliates
in connection with the sublease, the Premises, or the rest of the Project; there will be no
privities of contract or estate between the subtenant and Landlord (except if and to the
extent necessary to permit Landlord to enforce its rights and remedies); the subtenant will
not have the right or power to further Transfer its subleased space or any interest in the
sublease or that space or to amend the requirements in this Lease that are incorporated into
the sublease; amendments to the sublease will require Landlord’s prior written approval;
Tenant and subtenant will concurrently deliver to Landlord copies of any notices of default
or breach or similar notices sent or received by them; and if this Lease terminates pursuant
to its terms or by reason of default, operation of law, or agreement between Landlord and
Tenant, or Landlord rightfully reenters or repossesses the Premises, Landlord will have the
right and power (but not the obligation) to terminate the sublease without any incurring any
Liabilities (all of which are hereby waived by Tenant, the subtenant and their respective
Affiliates), or at its option permit the sublease to continue with Landlord becoming the
sublessor thereunder, in which case the subtenant will attorn to Landlord, but Landlord will
not be liable for Tenant’s acts or omissions, or any claims, defenses or offsets against or
obligations of Tenant, nor will it be bound by any amendment to the sublease made without
Landlord’s prior written consent. By entering into a sublease, Tenant and the sublessee
agree that if the sublessee breaches an obligation under its sublease which would also
constitute a default by Tenant under this Lease if not cured within applicable grace
periods, it will be a default under this Lease and then Landlord will have all of the rights
and remedies against the subtenant that is also has against Tenant for such a default.
Without limiting the generality of the foregoing, Landlord will be permitted (by assignment
of the cause of action or otherwise) to join the Tenant in any action or proceeding against
subtenant or to proceed against the subtenant directly in the name of Tenant to enforce
these rights and remedies. Tenant and subtenant will cooperate with Landlord and execute
such documents as may be reasonably necessary to implement the terms, rights and remedies
set forth in this Section 18, including, without limitation, (explicitly or incorporating
them by written reference) in the sublease at Landlord’s election. The exercise of these
rights and remedies will not constitute an election of remedies and will not in any way










 









 














impair Landlord’s right to pursue other or similar rights and remedies directly against
Tenant, nor will the grant or exercise of these rights or remedies result in the subtenant
acquiring any rights or claims against Landlord or its Affiliates. Transferees will not
have the right or power to make further Transfers, and any attempt to do so will be null and
void and a default unless otherwise specifically elected by Landlord in writing. As a
material inducement to Landlord to enter into this Lease, Tenant agrees to make each
prospective Transferee aware of the terms of this Article and will deliver to each
prospective Transferee a true and correct copy of this Lease prior to any Transfer, and each
document of assignment, sublease or other Transfer, at every level, will include or
explicitly incorporate the terms of this Article. Landlord may reasonably require
confirming and/or additional assurances and agreements for its protection from Tenant and
the Transferee, each of whom agrees to give such assurances and execute such agreements.




     (c) If Tenant is a corporation, partnership, association or limited liability company,
the Transfer of more than forty percent (40%) of Tenant’s capital stock, assets, partnership
interests, or interests in the association or limited liability company, to any person or
affiliated persons, or any dissolution, merger, consolidation or other reorganization of
Tenant, whether directly or indirectly, by sale, conveyance, withdrawal, operation of Laws
or otherwise, or by one or more transactions (other than by unrelated transactions of stock
which is listed on a public exchange, such as the NYSE or NASDAQ), will deemed to be an
attempted Transfer of this Lease and subject to all of the terms of this Article and the
rest of this Lease and the Transferee (or surviving person) will be deemed to have assumed
all of the Liabilities of Tenant under this Lease. However, an assignment or sublease by
Tenant to its parent corporation or wholly-owned subsidiary, or to an entity that acquires
all or substantially all of Tenant’s assets, or to an entity into which Tenant is merged or
consolidated or to any related affiliate, will be deemed to be a permitted assignment or
sublease, as applicable, where Landlord’s consent is not required, provided that it is a
bona-fide transaction and not a subterfuge to avoid the consent provisions of this Lease,
the rest of this Article is complied with, the Transferee has a net worth (not including
good will as an asset), credit rating and financial capability at least equal to Tenant’s
when Tenant executed this Lease or at the time of the proposed Transfer (for each category,
whichever is greater), as certified by Tenant and the Transferee (or surviving person) and
as evidenced by GAAP financial statements audited by an independent CPA, and the Transferee
unconditionally assumes in writing for Landlord’s benefit all of Tenant’s Liabilities under
this Lease. If the Transferee in a Transfer subject to this Section 18.4 (c) satisfies all
of the requirements provided above, except the net worth, credit rating, and financed
capabilities test; then Tenant may Transfer this Lease to such Transferee without Landlord’s
consent, provided Tenant deposits as a Security Deposit an amount equal to the unamortized
costs of Landlord’s Work and any brokerage fees or commissions paid by Landlord in
connection with this Lease. Such amount shall be deposited as security for the performance
of Tenant’s obligations under this Lease and shall be delivered to Landlord prior to the
effective date of the Transfer.










 









 













19. MORTGAGEE PROTECTION.




     19.1 Subordination and Attornment.



     This Lease is subordinate to all Superior Leases and Mortgages, and Tenant will attorn to each
person or entity that succeeds to Landlord’s interest under this Lease. This Section is
self-operative as to Superior Leases and Mortgages and Landlord’s Mortgagees existing when this
Lease is executed, but if requested to confirm a subordination and/or attornment, Tenant will
execute subordination and attornment agreements furnished by the then-current Landlord’s Mortgagees
within fifteen (15) days after request. The landlord agrees to use commercially reasonable efforts
to obtain the execution and delivery to Tenant of recordable agreements by the holders of all
Superior Leases and Mortgages covering the Premises which are of record prior to the execution and
delivery of this Lease and by anyone having any interest in the leased premises which is superior
to the interest or title of Landlord or which might at any time adversely affect Tenant’s
possession or right to possession of the Premises under the terms of this Lease, which agreements
shall provide that, so long as the Tenant shall not be in terminable default under the Lease, this
Lease will not be affected and Tenant’s possession hereunder will not be disturbed by any default
in or foreclosure of such mortgage and Tenant shall continue peaceably to hold and enjoy the
Premises for the remainder of the lease term (and any extension thereof) upon all the same terms,
covenants and conditions of this Lease, however, the failure to provide one will not constitute a
default by the Landlord. The Landlord will use commercially reasonable efforts to obtain a similar
agreement from subsequent mortgagees; however, the failure to provide one will not constitute a
default by the Landlord. At the request of those Landlord’s Mortgagees, Tenant will execute the
Mortgagee’s standard form subordination, non-disturbance and attornment agreements to provide for
the foregoing. However, if a Landlord’s Mortgagee elects in writing, this Lease will be superior
to the Superior Leases and Mortgages specified, regardless of the date of recording, and Tenant
will execute an agreement confirming this election on request.



     19.2 Mortgagee’s Liability and Right to Cure.



     The obligations and Liabilities of Landlord, Landlord’s Mortgagees or their successors under
this Lease will exist only if and for so long as each of these respective parties owns fee title to
the Project or is the lessee under a ground lease of the Project. Tenant will be liable to
Landlord’s Mortgagees or their successors if any of those parties become the owner of the Project
for any base rent paid more than thirty (30) days in advance. Landlord’s Mortgagees and their
successors will not be liable for: (a) acts or omissions of prior owners; (b) the return of any
security deposit not delivered to them; or (c) amendments to this Lease made without their consent
(if their consent is required under a Superior Lease or Mortgage). Notwithstanding anything to the
contrary, nothing in this Section or the rest of this Lease obligates those parties to correct or
cure any such act or omission or is meant to imply that Tenant has the right to terminate this
Lease or be released from its obligations and Liabilities or offset or reduce rent or collect
damages unless that right is explicitly granted elsewhere in this Lease, and if not so granted
those rights are irrevocably waived. Notwithstanding anything to the contrary, no act or omission
(if any) which otherwise might entitle Tenant under the terms of this Lease or otherwise to be
released from any obligations or Liabilities under this Lease or to terminate this Lease or to make
a claim against the owner of the Project Will result in or permit such a release, termination or
claim unless the act or omission is a material obligation of Landlord under this










 









 












Lease, Tenant first gives written notice of the act or omission to Landlord and Landlord’s
Mortgagees, and those parties then fail to correct or cure the act or omission within a reasonable
time thereafter (which will not be less than ninety (90) days).




20. ESTOPPEL CERTIFICATES.




     Within fifteen (15) days after written request by either party, the other party will execute
and deliver an estoppel certificate in form satisfactory to the requesting party or its designees
which will certify (except as may be truthfully and accurately noted) such information concerning
this Lease and associated matters as the requesting party or its designees may reasonably request.



21. DEFAULT.




     The occurrence of one or more of the following events will be a default by Tenant under this
Lease: (a) if there ever is a Guaranty of any of Tenant’s Liabilities under this Lease, a default
by a Guarantor thereunder; (b) the failure to pay rent or any other required amount within five (5)
days after written notice that the payment is due; (c) as provided in Articles 23 and 25; (d) a
Transfer or attempted Transfer in violation of Article 18; (e) Tenant’s failure to maintain its
required insurance policies; or (f) Tenant’s failure to observe or perform any other obligation,
term or condition within the time period specified in this Lease, .and if no time period is
specified, it will be a default if this failure continues for fifteen (15) days after written
notice from Landlord to Tenant, but if more than fifteen (15) days reasonably are required to cure,
Tenant will not be in default if Tenant begins to cure within the fifteen (15) day period and then
diligently completes the cure as soon as possible but in any case within sixty (60) days after the
notice of default is given. The term “default” or ‘Tenant default” or similar wording as used in
this Lease means a default as defined in this Section 21, but notwithstanding the foregoing or
anything else to the contrary, if there is an Event of Bankruptcy as described in Section 23
(Exhibit E), Tenant will still be deemed to have been and to be in default if it fails to pay or
perform its obligations under this Lease as and when required even if Landlord does not deliver or
is prevented from delivering a notice of such failure.



22. REMEDIES FOR DEFAULT.




     22.1 General.



     If Tenant defaults past any applicable notice and cure period, Landlord may at any time
thereafter, with or without notice or demand, choose any or all of the following remedies or pursue
any other right or remedy now or hereafter available to Landlord under this Lease or at law or in
equity:




     (a) At Landlord’s written election the following amounts will become immediately due
and payable in advance:




     (i) The unpaid rent which has accrued and would have accrued up to the date of
payment, plus late charges, plus interest from the dates such rent was due to the
date of payment at the Default Rate; plus










 









 














     (ii) The amount by which the whole balance of unpaid rent which would have
become due had this Lease continued for the balance of the term (discounted to the
date of payment at the rate of seven percent (7%) per annum) exceeds the amount of
such rental loss that Tenant proves could have been reasonably avoided (also
discounted at the rate of seven percent (7%) per annum). Tenant will have the
burden of proving the amount of rental loss that reasonably could have been avoided
by Landlord, until the expiration of the term of this Lease from any reletting of
the Premises entered into by Landlord at the time (discounted at the rate of 7% per
annum, and excluding from such net rental utility charges and other charges, if any,
that must be remitted by Landlord to any governmental or quasi-governmental
authority); plus




     (iii) The reasonable costs of enforcing the terms of this Lease, including,
without limitation, costs for attorneys’ fees, investigations, and performing
Tenant’s obligations as necessary, and/or




     (b) Landlord may terminate this Lease by written notice to Tenant. If Landlord elects
to terminate this Lease under the provisions of this Section, Landlord may recover from
Tenant a judgment and Tenant will be liable for damages computed in accordance with the
following formula, in addition to Landlord’s other remedies:




     (i) The unpaid rent which has accrued and would have accrued up to the time of
judgment, plus late charges, plus interest from the dates such rent was due to the
date of the judgment at the Default Rate; plus




     (ii) The amount by which the whole balance of unpaid rent which would have
become due had this Lease continued for the balance of the term after the date of
judgment (discounted to the date of payment at the rate of seven percent (7%) per
annum) exceeds the amount of such rental loss that Tenant proves could have been
reasonably avoided (also discounted at the rate of seven percent (7%) per annum).
Tenant will have the burden of proving the amount of rental loss that reasonably
could have been avoided by Landlord, until the expiration of the term of this Lease
from any reletting of the Premises entered into by Landlord at the time (discounted
at the rate of 7% per annum, and excluding from such net rental utility charges and
other charges, if any, that must be remitted by Landlord to any governmental or
quasi-governmental authority); plus




     (iii) The reasonable costs of enforcing the terms of this Lease, repossessing,
repairing, and reletting the Premises (excluding any costs to build out the
Premises), reasonable marketing, brokerage and attorneys* fees and costs, and any
other amount necessary to compensate Landlord for all the detriment proximately
caused by Tenant’s failure to perform its obligations under this Lease and/or which
in the ordinary course would be likely to result therefrom.



     Notwithstanding the foregoing, to avoid a duplication of payments, if Landlord has actually
received payment in full of all accelerated rent for the Lease term and the other amounts










 









 












as described in Section 22.1(a) above, it cannot thereafter also receive additional amounts
under this Section 22.1 (b), and/or





     (c) Subject to the terms of this Lease, Landlord or its designees may, without further
notice or demand but otherwise subject to law, enter the Premises without being guilty of
trespass and without incurring (and Tenant hereby waives) Liabilities for damages for such
entry or for the manner thereof, for the purpose of distraint or execution and/or to take
possession of the Premises, and/or to terminate Tenant’s right of possession and/or to expel
Tenant and its Affiliates and remove their property, and/or




     (d) Landlord may enforce this Lease in accordance with its terms and Tenant will
continue to be responsible for all charges as and when they become due, and/or




     (e) After reentry, retaking or recovering of the Premises, with or without terminating
this Lease, and without limiting Landlord’s acceleration right or other rights and remedies,
Landlord may (but will not be obligated to) relet the Premises or any part(s) thereof to
such person(s) upon such terms, as may, in Landlord’s sole discretion seem best for a term
within or beyond the term of this Lease. Any such reletting by Landlord before termination
of this Lease will be for Tenant’s account, and may be in Landlord’s name or Tenant’s name,
and Tenant will remain liable for all rent and additional rent (including all charges and
damages) due at the time of the reletting plus all of such amounts that otherwise would have
been due under this Lease for the balance of the term absent any expiration, termination,
repossession or reletting, plus all costs of the type described in Sections 22.1(b)(iii) and
(iv), as accelerated or, if not accelerated, as they accrue. However, until this Lease
expires or is terminated, each month Tenant will receive a credit against its obligations
equal to the net rental proceeds (excluding utility charges or other charges, if any, that
must be remitted by Landlord to any governmental or quasi-governmental authority), if any,
actually paid to Landlord in that month by the party or parties to whom the Premises were
relet, but this credit will never be more than the amounts owed by Tenant to Landlord for
that month. Further, Tenant, for itself and its successors and assigns, hereby irrevocably
constitutes and appoints Landlord as Tenant’s agent to collect the rents due and to become
due from all sublessees and Transferees and apply the same to the rent due hereunder without
in any way affecting Tenant’s obligation to pay any unpaid balance of rent due or to become
due hereunder.



     Except as provided herein, Tenant waives the right under any Laws to any notice to remove or
quit and any and all rights of redemption or similar rights regardless of the circumstances, and
any rights or claims against Landlord or its Affiliates in connection with any loss, theft, damage
or destruction of Tenant’s Property or any other property of Tenant or its Affiliates. For the
purposes of computing any rent due hereunder, the amounts of additional rent which would have been
payable per year under this Lease will be such amounts as were or would have been payable as
specified in this Lease or, if not specified, as reasonably estimated by Landlord (in either case
without the benefit of any abatement to which Tenant may have been entitled) for the calendar year
in which the default occurred, increasing annually on the first day of each calendar year
thereafter at the rate of seven percent (7%) per annum, cumulative and compounded. As used in this
Article, the “term” means the initial term of this Lease and any renewals or extensions to which
Tenant will have become bound prior to the default.










 









 













     22.2 Remedies Cumulative.



     All remedies available to Landlord hereunder and at law and in equity will be cumulative and
concurrent. No termination of this Lease nor taking or recovering possession of the Premises will
deprive Landlord of any remedies or actions against Tenant for rent, for charges or for damages for
the breach of any covenant, agreement or condition, nor will the bringing of any such action for
rent, charges or breach, nor the resort to any other remedy or right for the recovery of rent,
charges or damages for such breach be construed as a waiver or release of the right to insist upon
the forfeiture and to obtain possession. No reentering or taking possession of the Premises, or
making of repairs, alterations or improvements thereto, or reletting thereof, will be construed as
an election by Landlord to terminate this Lease unless specific written notice of such election is
given by Landlord to Tenant



     22.3 Performance by Landlord.



     If Tenant defaults or fails to perform any of its obligations under this Lease, past any
applicable notice and cure period, Landlord, without waiving or curing the default or failure, may,
but will not be obligated to, perform Tenant’s obligations for the account and at the expense of
Tenant. Notwithstanding Section 22.2, in the case of an emergency or to prevent damage or injury
or protect health, safety or property, Landlord need not give any notice before performing Tenant’s
obligations. Tenant will pay on demand all costs and expenses incurred by Landlord in connection
with Landlord’s performance of Tenant’s obligations after Tenant’s default and failure to cure, and
Tenant will indemnify Landlord for and hold Landlord harmless from all Liabilities incurred by
Landlord in connection therewith.



     22.4 Post-Judgment Interest.



     The amount of any judgment obtained by Landlord against Tenant in any legal proceeding arising
out of Tenant’s default under this Lease will bear interest until paid at the Wells Fargo Bank
prime rate plus four percent (4%), or the maximum rate permitted by law, whichever is less (the
“Default Rate”). Notwithstanding anything to the contrary contained in any Laws, with respect to
any damages that are certain or ascertainable by calculation, interest will accrue from the day
that the right to the damages vests in Landlord, and in the case of any unliquidated claim,
interest will accrue from the day the claim arose.



23.
BANKRUPTCY. [SEE EXHIBIT E]




24. GENERAL PROVISIONS.




     24.1 Holding Over.



     Tenant will not hold over in the Premises after the end of the Lease term without the express
prior written consent of Landlord. Tenant will indemnify Landlord for, and hold Landlord harmless
from, any and all Liabilities arising out of or in connection with any holding over, including,
without limitation, any claims made by any succeeding tenant and any loss of rent suffered by
Landlord. If, despite this express agreement, any tenancy is created by Tenant’s holding over,
except as specifically set forth in the next sentence the tenancy will be a tenancy at sufferance
terminable at Landlord’s sole option on thirty (30) days written notice to Tenant, but










 









 












otherwise subject to the terms of this Lease, except that the most recent annual base rent
will be multiplied by 1.5. Tenant will have no rights to lease any additional space in the Project
or extend the term, and notwithstanding anything to the contrary Landlord will incur no Liabilities
of any type to Tenant or its Affiliates during any holdover period, all of such Liabilities hereby
being waived by Tenant. Nothing in this Article or elsewhere in this Lease permits Tenant to hold
over or in any way limits Landlord’s other rights and remedies if Tenant holds over. Nothing in
this section shall be construed as a waiver by the Landlord of a claim for damages as a result of
the Tenant holding over.




     24.2 Entry By Landlord.




     (a) Subject to the terms of this Section, Landlord and its Affiliates at all times upon
no less than one business day prior notice (except in the event of an emergency or daily
cleaning or maintenance) have the right to enter the Premises, and Landlord will retain (or
be given by Tenant) keys to unlock all the doors to or within the Premises, excluding doors
to Tenant’s vaults and files. If Landlord enters the Premises on an emergency basis, it
shall use reasonable efforts to provide notice of such entry to Tenant as soon as
practicable after such entry. Landlord in good faith will attempt to avoid disturbing the
conduct of Tenant’s business by such entry more than is reasonably necessary under these
circumstances. But, Landlord need not give notice and will have the right to use any means
necessary to enter the Premises if Landlord believes there is an emergency or that entry is
necessary to prevent damage or injury or protect health, safety or property. Entry to the
Premises and the exercise of Landlord’s rights as provided herein will not, under any
circumstances, be deemed to be a default, a forcible or unlawful entry into or a detainer of
the Premises or an eviction of Tenant from the Premises or any portion thereof, nor will it
subject Landlord to any Liabilities or entitle Tenant to any compensation, abatement of rent
or other rights and remedies.




     (b) Notwithstanding anything to the contrary, Landlord reserves from the rights granted
to Tenant in this Lease, and Tenant agrees to permit, the right of emergency access through
the Premises for Landlord and other tenants and occupants of the Building (and their
respective Affiliates). To accommodate this emergency access, Landlord will have the right
to use existing (or if not already existing, at its cost install new) doors, hardware and
locking devices in the Premises and to comply with applicable Laws in providing this access,
and all of this work will be performed in a good and workmanlike manner and so as not to
disturb the conduct of Tenant’s business more than is reasonably necessary under the
circumstances.



     24.3 Brokers.



     Tenant represents and warrants that Bailes & Associates, Inc and Trammell Crow are
acknowledged as the sole Brokers of record for Tenant in this proposed transaction and Bailes &
Associates, Inc and Trammell Crow will be paid a brokerage fee per a separate agreement. Tenant
will indemnify Landlord for any Liabilities incurred in connection with any breach of this
representation and warranty. Landlord will be obligated to Tenant’s Broker only if and when
Landlord and Tenant’s Broker execute and deliver a final and binding agreement setting forth the
terms of such obligation.










 









 













     24.4 Quiet Enjoyment.



     So long as Tenant pays all rent and performs its other obligations as required, Tenant may
quietly enjoy the Premises without hindrance or molestation by Landlord or any person lawfully
claiming through or under Landlord, subject to the terms of this Lease and the terms of any
Superior Leases and Mortgages, and all other agreements or matters of record or to which this Lease
is subordinate.



     24.5 Security.



     Landlord shall provide, the cost of which is included as an Operating Expense security for the
Building 24-hours a day, 7 days per week.



     24.6 Obligations: Successors: Recordation.



     If Tenant consists of more than one person or entity, the obligations and liabilities of those
persons or entities are joint and several. Subject to the terms of this Lease, time is of the
essence of this Lease. Subject to the restrictions in Section 18, this Lease inures to the benefit
of and binds Landlord, Tenant and their respective Affiliates. Tenant will not record this Lease,
but Tenant may record a notice of this Lease pursuant to Massachusetts General Laws Chapter 183,
Section 4 (or Chapter 185, Section 71 for registered land) and Landlord agrees to execute such a
notice if requested by Tenant If the Notice is recorded, the Tenant agrees, upon the termination of
this Lease for any reason, to execute a Release of the Notice of Lease.



     24.7 Late Charges.



     If any rent or other amounts payable by Tenant are not received within five (5) days after
Tenant receives written notice from Landlord of Tenant’s failure to pay rent on the due date,
Tenant will pay to Landlord on demand a late charge equal to five percent (5%) of the overdue
amount, and if not received within ten (10) days after the due date, the amounts also will bear
interest from the due date until paid at the Default Rate. Collection of these late charges and
interest will not: be a waiver or cure of Tenant’s default or failure to perform; be deemed to be
liquidated damages, an invalid penalty or an election of remedies; or prevent Landlord from
exercising any other rights and remedies.



     24.8 Accord and Satisfaction.



     Neither endorsements nor statements on any check or any letter accompanying any check or
payment, nor payment by Tenant or acceptance by Landlord of less than the full amount of rent or
any other amount due, will be binding on Landlord nor will they be deemed to be a waiver,
settlement, or accord and satisfaction. Amounts received by Landlord will be deemed to be on
account of amounts due and may be applied in such order and to such obligations as Landlord
determines in its sole discretion. Landlord may accept any check or payment without prejudice to
any of Landlord’s rights and remedies, including, without limitation, the right to recover the full
amount due.



     24.9 Prior Agreements; Amendments: Waiver.










 









 













     This Lease is an integrated document and contains all of the agreements, conditions,
representations, and warranties and other terms between the parties in connection with the Project
or the leasing of the Premises or any other parts of the Project or any other matter covered or
mentioned in this Lease, and supersedes all prior agreements or understandings. This Lease may not
be amended except by an agreement in writing signed and delivered by the parties. Except as may be
specifically set forth in this Lease, all waivers must be in writing. Landlord will not be bound
by any purported waiver (including, without limitation, any purported waiver in connection with a
Transfer) unless the waiver is in writing, specifies the obligation, term, condition, act,
omission, or agreement to be waived, and is executed and delivered by Landlord, and for example
(but not by way of limitation), Landlord’s acceptance of less than the full amount of rent due,
acceptance of funds from any other source, collection of a late charge, application of a security
deposit, failure to notify, failure to pursue rights and remedies, or failure to insist on strict
performance will not be a waiver, whether or not Landlord has knowledge of a breach or default and
regardless of the passage of time or continuation of conduct. Landlord’s waiver of any obligation,
term, condition, act, omission, or agreement will not be deemed to be a waiver of any other, or
subsequent, obligation, term, condition, act, omission, or agreement, whether similar or
dissimilar, nor of any of Landlord’s rights and remedies.



     24.10 Representations: Inability to Perform.



     Except as provided herein, Tenant is not relying on and was not induced to sign this Lease as
a result of any statements, information, projections, representations or warranties of any kind,
express or implied, with respect to the Premises, the Project or this transaction, and instead
Tenant entered into this Lease based on its own independent investigation and assessment. Landlord
and Tenant will not be in default (other than monetary defaults) nor incur any Liabilities if it
can’t fulfill any of its obligations, or is delayed in doing so, because of accidents, breakage,
strike, labor troubles, war, terrorism, sabotage, governmental regulations or controls, inability
to obtain materials or services, acts of God, or any other cause, whether similar or dissimilar,
beyond Landlord’s reasonable control (sometimes referred to as “force majeure”).



     24.11 Legal Proceedings.



     In any action or proceeding involving or relating in any way to this Lease, the court or other
person or entity having jurisdiction in such action or proceeding will award to the party in whose
favor judgment is entered the actual attorneys’ fees and costs incurred. Tenant also will
indemnify Landlord for, and hold Landlord harmless from and against, all Liabilities incurred by
Landlord if Landlord becomes or is made a party to any proceeding or action (unless caused by
Landlord’s negligence or willful misconduct): (a) involving Tenant and any third party, or by or
against any person holding any interest under or using the Premises by license of or agreement with
Tenant; or (b) necessary to protect Landlord’s interest under this Lease in a proceeding under the
Bankruptcy Code that involves Tenant or its Affiliates. Unless prohibited by law, Tenant and
Landlord each waives the right to trial by jury in all actions involving or related to this Lease,
the Project or any collateral or subsequent agreements between the parties, and Tenant waives any
right to impose a counterclaim in any proceeding brought for possession of the Premises as a result
of Tenant’s default (although Tenant will retain whatever rights it may have to bring a separate
claim against Landlord). Tenant and Landlord each also submits to and










 









 












agrees not to contest the sole and exclusive jurisdiction of the state and federal courts
located in Massachusetts to adjudicate all matters in connection with this Lease and agrees that it
will bring all suits and actions only in such Massachusetts courts and not to seek a change of
venue. In any circumstance where a party is obligated to indemnify or hold harmless the other
party under this Lease, that obligation also will run in favor of the other party’s Affiliates, and
will include the obligation to protect the other party and its Affiliates, and defend them with
counsel reasonably acceptable to the other party. Counsel engaged by an insurance carrier will be
deemed acceptable by the parties. These obligations to indemnify, hold harmless, protect and
defend will survive the expiration or termination of this Lease.




     24.12 Ownership: Invalidity: Remedies: Choice of Law.



     As used in this Lease, the term “Landlord” means only the current owner or owners of the fee
title to the Premises. Landlord covenants and warrants (a) that Landlord is the record owner of
the leased Premises and has the full right and title to lease the leased Premises to Tenant under
this Lease; and (b) that at the time of the delivery of the leased Premises to Tenant, the leased
Premises shall, to its knowledge, be in conformity with all applicable Laws, ordinances, by-laws,
rules and regulations of the appropriate governmental authorities. Upon each conveyance (whether
voluntary or involuntary) of fee title, the conveying party will be relieved of all Liabilities and
obligations contained in or derived from this Lease or arising out of any act, occurrence or
omission occurring after the date of such conveyance. Landlord may Transfer all or any portion of
its interests in this Lease, the Premises, or the Project without affecting Tenant’s obligations
and Liabilities under this Lease. Tenant has no right, title or interest in the name of the
Building or the Project, and may use these names only to identify its location. Any provision of
this Lease which is invalid, void or illegal will not affect, impair or invalidate any of the other
provisions and the other provisions will remain in full force and effect. Landlord’s rights and
remedies are cumulative and not exclusive. This Lease is governed by the laws of Massachusetts
applicable to transactions to be performed wholly therein.



     24.13 Expense: Consent.



     Unless otherwise provided in this Lease, a party’s obligation will be performed at that
party’s sole cost and expense, except when Landlord is performing Tenant’s obligations because of
Tenant’s default or failure to perform or as otherwise permitted in this Lease. Landlord has
agreed in a number of instances in this Lease to consent, approve or exercise its judgment
reasonably. Therefore, to avoid potential misunderstandings, except where it is expressly provided
that Landlord will hot unreasonably withhold its consent or approval or exercise its judgment
reasonably, Landlord may grant or withhold its consent or approval and exercise its judgment
arbitrarily and in its sole and absolute discretion. In any dispute involving Landlord’s
withholding of consent or exercise of judgment, the sole right and remedy of Tenant and its
Affiliates is declaratory relief (i.e., that such consent should be granted), and Tenant and its
Affiliates waive all other rights and remedies, including, without limitation, claims for damages.



     With respect to any provision of this Lease which provides, in effect, that Landlord shall not
unreasonably withhold or unreasonably delay any consent or any approval, Tenant, in no event, be
entitled to make, nor shall Tenant make, any claim for, and Tenant hereby waives any claim for
money damages; nor shall Tenant claim any money damages by way of setoff,








 











 





counterclaim or defense, based upon any claim or assertion by Tenant that Landlord
unreasonably withheld or unreasonably delayed any consent or approval, and Tenant’s sole remedy
shall be an action or proceeding to enforce any such provision, or for specific performance,
injunction or declaratory judgment.




     24.14 Presumptions: Exhibits: Submission.



     This Lease will be construed without regard to any presumption or other rule requiring
construction or interpretation against the party drafting the document. The titles to the Articles
and Sections of this Lease are not a part of this Lease and will have no effect on its construction
or interpretation. Whenever required by the context of this Lease, the singular includes the
plural and the plural includes the singular, and the masculine, feminine and neuter genders each
include the others, and the word “person” includes individuals, corporations, limited liability
companies, partnerships and other entities. All addenda, exhibits and riders specifically referred
to or that are meant to be attached to this Lease are incorporated in this Lease by this reference.
The submission of this Lease to Tenant or its broker, agent or attorney for review or signature is
not an offer to Tenant to lease the Premises or the grant of an option to lease to Premises. This
Lease will not be binding on either party unless and until it is executed and delivered by both
Landlord and Tenant.



     24.15 Cooperation.



     Tenant will cooperate reasonably with Landlord in connection with this Lease, Landlord’s
ownership, operation, management, improvement, maintenance, and repair of the Premises and the rest
of the Project, and Landlord’s exercise of its rights and obligations under this Lease. If
necessary, this cooperation will include, without limitation, moving machinery or equipment within
the Premises and allowing Landlord sufficient space within the Premises to enable Landlord to
perform any work that Landlord has the right or is required to perform under this Lease.



     24.16 Notices.



     Unless otherwise specified in this Lease, all notices, demands or communications required or
permitted under this Lease (“Notices”) will be in writing and will be delivered in person, or by
recognized overnight national courier (such as Federal Express or the equivalent), or by certified
mail, return receipt requested, postage prepaid, or by telecopy (and if delivered by telecopy, a
copy of the Notice also must be sent by one of the other methods above within one (1) business day
thereafter). Notices to Tenant will be delivered to the addresses as are listed in Section 1.1(l)
as receiving copies of Notices to Tenant. Notices to Landlord will be delivered to the addresses
for Landlord in Section 1.1(m) and such other addresses as are listed in Section 1.1(m) as
receiving copies of Notices to Landlord. A party may change the addresses to which Notices
directed to be delivered by written Notice to the other party in accordance with these terms.
Notices will be deemed given and received on the earlier of delivery or refusal to accept delivery,
and if delivered by telecopy when receipt is confirmed electronically, provided that a copy is also
delivered by one of the other methods described above as and when required.



     24.17 Security Deposit; Remaining Security Deposit.







 









 








     Within 30 days of the execution of this Lease, Tenant will deposit $ 0.00 with Landlord as
security for the performance of Tenant’s obligations (hereinafter the “Security Deposit”). If
Tenant fails to perform its Lease obligations as required, Landlord may, but will not be obligated
to, apply all or any part of the Security Deposit for the payment of any amounts due or any other
Liabilities which Landlord may incur. Landlord need not keep the Security Deposit separate from
its general funds, and Tenant will not receive interest on the Security Deposit. If Tenant
complies with all of the provisions of this Lease, the unused portion of the Security Deposit will
be returned to Tenant or its assignee after the end of this Lease and the surrender of possession
of the Premises to Landlord in the condition required.



     24.18 Other Defined Terms.




     (a) “Affiliates” means a person’s: partners, directors, officers, shareholders, agents,
employees, parents, subsidiaries, affiliated parties, invitees, customers, licensees,
concessionaires, contractors, subcontractors, successors, assigns, subtenants, and
representatives, or other persons controlling, controlled by or under common control with
that person.




     (b) Intentionally deleted.




     (c) “Landlord’s Mortgagees” means the lessors or mortgagees under the Superior Leases
and Mortgagees and their successors and assigns. The current Landlord’s Mortgagee is
PRINCIPAL LIFE INSURANCE COMPANY c/o Principal Real Estate Investors, LLC at 801 Grand
Avenue, Des Moines, Iowa 50392-1450 and LANDESBANK SCHLESWIG-HOLSTEIN GIROZENTRALE-NEW YORK
BRANCH, c/o Principal Real Estate Investors, LLC at 801 Grand Avenue, Des Moines, Iowa
50392-1450.




     (d) “Laws” means: laws, codes, decisions, ordinances, rules, regulations, licenses,
permits, and directives of governmental and quasi-governmental officers, including, without
limitation, those relating to building and safety, fire prevention, health, energy
conservation, hazardous substances, and environmental protection.




     (e) “Liabilities” means: all costs, damages, claims, injuries, liabilities and
judgments, including, without limitation, attorneys’ fees and costs (whether or not suit is
commenced or judgment entered).




     (f) “Superior Leases and Mortgages” means all present and future ground leases,
underlying leases, mortgages, deeds of trust or other encumbrances, and all renewals,
modifications, consolidations, replacements or extensions thereof and advances made
thereunder, affecting all or any portion of the Premises or the Project.




     (g) “Systems and Equipment” means: when used generally, all HVAC, plumbing, mechanical,
electrical, lighting, water, gas, sewer, safety, sanitary, and any other utility or service
facilities, systems and equipment, and all associated pipes, ducts, poles, stacks, chases,
conduits, wires, and facilities; and when used specifically, a specified installation or
type of equipment or utility service and all associated pipes, ducts, poles, stacks, chases,
conduits, wires and facilities.







 









 







25. HAZARDOUS SUBSTANCES.




     Without limiting the generality of any portion of this Lease, Tenant and its Affiliates will:




     (a) Not store, handle, transport, use, process, generate, discharge or dispose of any
hazardous, toxic, corrosive, dangerous, explosive, flammable or noxious substances, gasses
or waste, whether now or hereafter defined under applicable Laws (including, without
limitation, CERCLA, SARA, RCRA, TSCA, CWA, Chapter 21E of Massachusetts General Laws and any
other Laws promulgated by the EPA, OSHA or Commonwealth of Massachusetts) or otherwise
(collectively, “hazardous substances”), from, in or about the Premises or the rest of the
Project, or create any release or threat of release of any hazardous substances, although
Tenant will be permitted to use, store and dispose of customary office supplies in amounts
typical of normal office use that contain de minimus amounts of hazardous substances,
provided that Tenant at all times strictly complies with applicable Laws. If any of the
foregoing occur, or if Landlord reasonably and in good faith believes that any of the
foregoing have occurred or are likely to occur or that Tenant and its Affiliates are not
complying fully with this Article, in addition to any other rights and remedies of Landlord
(all of which are cumulative and not exclusive), Tenant and its Affiliates immediately will
cease the acts or omissions and at Landlord’s request Tenant will take such actions as may
be required by applicable Laws and as Landlord may reasonably direct to cure, remediate or
prevent the problem. Tenant and its Affiliates will comply fully with all applicable Laws
and insurance requirements in connection with or related to hazardous substances.




     (b) Immediately pay, and indemnify Landlord for, all Liabilities in connection with or
arising directly or indirectly from any breach by Tenant or its Affiliates of their
obligations in this Article, including, without limitation, attorneys’ fees and costs and
the costs of any of the following, whether required by Landlord, applicable Laws or
insurance requirements or otherwise: any “response actions” or “responses”; any surveys,
“audits”, inspections, tests, reports or procedures deemed necessary or desirable by
Landlord or governmental or quasi-governmental authorities to determine the existence or
scope of any hazardous substances or Tenant’s compliance with this Article, and any actions
recommended to be taken in connection therewith; compliance with any applicable Laws and
insurance requirements; any requirements, directives or plans for the prevention,
containment, processing, storage, clean-up, remediation or disposal of hazardous substances;
the release and discharge of any resulting liens; and any other injury or damage. On the
expiration or earlier termination of this Lease, Tenant will leave the Premises free of
hazardous substances which have been brought onto the Premises by Tenant during the lease
term, as it may be extended herein.




     (c) Immediately deliver to Landlord copies of any notices, information, reports, and
communications of any type received or given in connection with hazardous substances,
including, without limitation, notices of violation and settlement actions from or with
governmental or quasi-governmental authorities, reports from Tenant’s engineers or
consultants, and the results of any analyses conducted by or for Tenant. Tenant
specifically grants Landlord the right to participate in all discussions and meetings
regarding actual or potential violations, settlements or abatements.







 









 







     Tenant’s failure to comply with the requirements of this Article will be a material default
under this Lease. All of Tenant’s obligations under this Article will survive the expiration or
earlier termination of this Lease.



26. EXCULPATION.




     Notwithstanding anything to the contrary herein, no director, officer, trustee, or direct or
indirect beneficial owner of Landlord or any parent or other affiliate of Landlord shall have any
personal liability with respect to any provision of the this Lease, or any personal liability with
respect to any provision of this Lease, or any obligation or liability arising hereunder or in
connection herewith and none of their assets (other than their interest in the Property) shall be
subject to levy, execution or other judicial process for the satisfaction of Tenant’s claims.
Tenant shall look solely to the equity of the then owner of the Property, which shall include the
net proceeds of any insurance, condemnation, sale or refinancing proceeds received by Landlord with
respect to the Building, (or if the interest of Landlord is a leasehold interest, Tenant shall look
solely to such leasehold interest) for the satisfaction of any remedies of Tenant in the event of a
breach by Landlord of any of its obligations. Such exculpation of liability shall be absolute and
without any expectation whatsoever.



27. ATTORNEY’S FEES:




     If any action shall be instituted by either of the parties hereto for the enforcement or
interpretation of any of its rights or remedies under this Lease, the prevailing party shall be
entitled to recover from the losing party all costs incurred by the prevailing party in said action
and any appeal there from, including reasonable attorneys’ fees to be fixed by the court therein.
Said costs and attorneys’ fees shall be included as part of the judgment in any such action.



28. TELECOMMUNICATION.




     Tenant shall have the right to contract with its telecommunications provider and the Landlord
shall not unreasonably restrict Tenant’s selection of the provider or charge Tenant any additional
fee for access to the building’s telecommunications infrastructure. Telecommunications providers
at Brickstone Square can offer the following: Verizon (can provide T-l’s, T-3’s, true redundancy,
OC3C connection, Sonet Ring, ISDN, voice, data.



29. TENANT’S RIGHT OF FIRST REFUSAL




     If at any time during the Term of the Lease, Landlord receives any bona fide third party offer
to lease any available space on the second floor of Building 200 (“ROFR Space”) which the Landlord
is willing to accept (an “Offer”), Landlord agrees to give Tenant an opportunity (“Right(s) of
First Refusal”) to lease the ROFR Space, provided the Tenant is not in Default at the time it
elects to exercise any Right of First Refusal or at the time the ROFR Space would be added to the
Premises. Tenant’s Right of First Refusal shall be subject and subordinate to any rights of
tenants leasing space at the Project existing as of the execution date of this Agreement.



     If Landlord intends to accept an Offer to lease any ROFR Space to which Tenant’s Right of
First Refusal is then applicable, Landlord shall deliver a copy of the Offer to Tenant, redacting
the name of the prospective Tenant and any identifying information. Tenant’s Right of First







 









 










Refusal as to any Offer shall be deemed rejected if not exercised by notice from Tenant to
Landlord (an “Exercise Notice”) given within two (2) business days after Tenant’s receipt of the
subject Offer (the “Exercise Period”). If an Exercise Notice is given by Tenant within the
Exercise Period, this Lease shall be amended such that the ROFR Space shall become part of the
Premises under this Lease as of the date set forth in the Offer. Landlord and Tenant shall, within
thirty (10) days after such Exercise Notice by Tenant, execute a lease amendment providing for the
incorporation of the ROFR Space into the Premises on the terms set forth in the Offer. Should
Tenant reject the Offer, Landlord shall be free to lease the ROFR Space to the prospective tenant
on economic terms substantially similar to those provided on the offer and Tenant shall have no
further rights with respect to such ROFR Space. If Tenant fails to lease the ROFR space to the
prospective tenant or any other prospective tenant on economic terms substantially similar to those
provided in the Offer within six months after the date Tenant rejects said Offer, then Landlord
shall be required to submit any future offers to lease on the ROFR space to Tenant in accordance
with the terms of this Section 27.




30. RENT INCREASE.




     The parties hereby agree that the Base Rent provided in Exhibit C attached hereto shall be
increased by an amount equal to the out-of-pocket costs incurred by Landlord relating to the carpet
cut-ins and accent painting (the “Upgrades”). Landlord shall determine the actual cost of the
Upgrades and provide Tenant with written notice of such cost. Upon Tenant’s receipt of such
notice, the Base Rent due under this Lease shall be increased by the amount of the Upgrades (not to
exceed $20,000) amortized over the Term of the Lease. Within 30 days of Tenant’s receipt of such
notice, Landlord and Tenant shall execute a Lease amendment which reflects the new Base Rent.



31. SIGNAGE.




     Tenant shall be responsible for all costs and expenses relating to any signage for the
Premises (except the signage to be provided by Landlord under Section 11(e)).







 









 









     IN WITNESS HEREOF, intending to be legally bound, each party has executed this Lease as a
sealed instrument as of the date first set forth above on the date specified below next to its
signature.



	 	 	 	 	 	 	 

	 	 	“LANDLORD”	 	 
	 
	 	 	 	 	 	 
	Executed: 8/22/05	 	ANDOVER MILLS LLC, a
Delaware limited
liability company	 	 
	 
	 	 	 	 	 	 
	WITNESS:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Kenneth Friedman
 


	 	By: 
	 	/s/ Chris McKenna
 

	 	 
	Name Printed: Kenneth Friedman, Esq	 	Name: Chris McKenna	 	 
	 	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	“TENANT”	 	 
	Executed: 8/5/05	 	PALM INC	 	 
	WITNESS:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Ed Axelsen
 


	 	By: 
	 	/s/ Andy Brown
 

	 	 
	Name Printed: Ed Axelsen	 	Name: Andy Brown	 	 
	Director, Global Real Estate

& Site Services
	 	Title: SVP & CFO	 	 










 









 









EXHIBIT “A”




[SITE PLAN OF PROJECT TO BE ATTACHED, WITH PARKING]







 









 



















 









 









EXHIBIT “B”




[FLOOR PLAN OF PREMISES TO BE ATTACHED]










 









 












 









 





EXHIBIT “C”




	 	 	 	 	 
	 	 	Annual Base Rent Per	 	 
	 	 	Square Feet Of Agreed	 	Monthly Base
	Lease Year	 	Rentable Area	 	Rent
	1
	 	$17.00 gross
	 	$17,212.50
	2
	 	$17.50 gross
	 	$17,718.75
	3
	 	$18.00 gross
	 	$18,225.00
	4
	 	$18.50 gross
	 	$18,731.25
	5
	 	$19.50 gross
	 	$19,743.75






The above rent is the Annual Base Rent. In addition, the Tenant shall pay, as Additional Rent,

the increase in operating expenses and taxes as provided in the lease as well as all electrical

charges.











 









 












EXHIBIT D




RULES AND REGULATIONS



     1. Fire exits and stairways are for emergency use only, and they will not be used for any
other purposes. Tenant will not encumber or obstruct, or permit the encumbrance or obstruction of
or store or place any materials on any of the sidewalks, plazas, entrance, corridors, elevators,
fire exits or stairways of the Project. The Landlord reserves the right to control and operate the
public portions of the Project and the public facilities, as well as facilities furnished for the
common use of the tenants, and access thereto, in such manner as it deems best.



     2. The cost of repairing any damage to the public portions of the Project or the public
facilities or to any facilities used in common with other tenants caused by Tenant or its
Affiliates will be paid by Tenant.



     3. Any person whose presence in the Project at any time will, in the reasonable judgment of
the Landlord, be prejudicial to the safety, character, reputation and interests of the Project or
its tenants may be denied access to the Project or may be ejected therefrom. In case of invasion,
war, terrorism, riot, public excitement or other commotion or incidence of force majeure, or if
Landlord believes that such occurrences are imminent, Landlord may prevent or limit access to the
Project or the Building during the continuance of the same, by closing the doors or otherwise, for
the safety of the tenants and/or the protection of property. Landlord will in no way be liable to
any tenant for Liabilities arising therefrom or from the admission, exclusion or ejection of any
person to or from Tenant’s premises or the Project.



     4. No awnings or other projections over or around the windows will be installed by Tenant and
only such window blinds as are permitted by the Landlord will be used in Tenant’s premises.



     5. Hand trucks will not be used in any space, or in the public halls of the Building in the
delivery or receipt of merchandise, except those equipped with rubber tires and side guards.
Tenant will repair all damage to floors both in the Premises and the Common Area caused by its use
of material-handling equipment and, if requested by Landlord, Tenant will install at its expense
suitable floor covering to protect the floors and will remove such floor covering (and repair any
damage caused by the removal) at its expense at the expiration or earlier termination of this
Lease. All air compressors, electric motors and other machinery and equipment will be
shock-mounted so as not to transmit vibrations.



     6. All entrance doors in Tenant’s premises will be kept locked when Tenant’s premises are not
in use. Entrance doors will not be left open at any time. All windows in Tenant’s premises will
be kept closed at all times and all blinds therein above the ground floor will be lowered when and
as reasonably required because of the position of the sun, during the operation of the air
conditioning system to cool or ventilate the tenant’s premises.



     7. Nothing will be done or permitted in Tenant’s premises which would impair or interfere with
any of the Systems or Equipment or the proper and economic servicing of the Building or the
Premises, or the use or enjoyment by any other tenant of any other premises, nor will there be
installed by Tenant any Systems or Equipment or other equipment of any kind







 









 








which, in Landlord’s reasonable judgment, could result in such impairment or interference. If
necessary in Landlord’s reasonable judgment, Landlord may install, relocate, remove, use, maintain,
repair and replace Systems and Equipment within or serving the Tenant’s premises or other parts of
the Project, and perform other work and alterations within the Tenant’s premises. Landlord will
incur no Liabilities to Tenant or it’s Affiliates for any loss, theft, damage or destruction of any
of property of Tenant or its Affiliates by any third party. No dangerous, inflammable, combustible
or explosive object or material will be brought into the Building by Tenant or with the permission
of Tenant.




     8. Whenever Tenant submits to Landlord any plan, agreement or other document for Landlord’s
consent or approval, such tenant agrees to pay Landlord as additional rent, on demand, a processing
fee in a sum equal to the reasonable fees of any architect, contractor, engineer and attorney
employed by Landlord to review said plan, agreement or document. Within fifteen (15) days after
Landlord’s request from time to time (but no more than once per year), Tenant will deliver to
Landlord Tenant’s financial statements, including a balance sheet, and income statements.



     9. No acids, vapors hazardous or other materials will be discharged or permitted to be
discharged into the waste lines, ducts, vents or flues which may damage them or any other portions
of the Building or the Project. The water and wash closets and other plumbing fixtures in or
serving any tenant’s premises will not be used for any purpose other than the purpose for which
they were designed or constructed, and no sweepings, rubbish, rags, acids or other foreign
substances will be deposited therein. All damage resulting from any misuse of the fixtures will be
borne by the tenant who, or whose servants, employees, agents, visitors or licensees will have
caused the same.



     10. No signs, advertisements, notice or other lettering will be exhibited, inscribed, painted
or affixed by Tenant on any part of the outside or inside the premises or the Building without the
prior written consent of Landlord. The Tenant will cause the exterior of any permitted sign to be
kept clean, properly maintained and in good order and repair throughout the term of its lease. In
the event of the violation of the foregoing by Tenant, Landlord may remove the same without any
liability, and may charge the expense incurred by such removal to Tenant. Landlord will have the
right to prohibit any advertising by Tenant which impairs the reputation of the Building or the
Project, and upon written notice from Landlord, Tenant will refrain from or discontinue such
advertising.



     11. Tenant’s employees will not loiter around the hallways, stairways, elevators, front, roof
or any other part of the Building used in common by the occupants thereof.



     12. If the premises become infested with vermin as opposed to the Project, Tenant, at its sole
cost and expense, will cause its premises to be exterminated, from time to time, to the
satisfaction of Landlord, and will employ such exterminators therefor as will be approved by
Landlord.



     13. All movers used by Tenant will be appropriately licensed and will maintain adequate
insurance coverage (proof of such coverage will be delivered to Landlord prior to movers providing
service in and throughout the Building). Tenant will protect the premises and







 









 








the rest of the Building from damage or soiling by Tenant’s movers and contractors and will
pay for extra cleaning or replacement or repairs by reason of Tenant’s failure to do so.




     14. The premises will not be used for lodging or sleeping or for any immoral or illegal
purposes.








 









 








EXHIBIT “E”




BANKRUPTCY PROVISIONS



     This Article is incorporated into the Lease as Article 23:



     23. BANKRUPTCY OR INSOLVENCY



     23.1 Tenant’s Interest Not Transferable. Neither Tenant’s interest in this Lease nor
any estate hereby created in Tenant nor any interest herein or therein will pass to any trustee or
receiver or assignee for the benefit of creditors or otherwise by operation of law except as may
specifically be provided pursuant to the Bankruptcy Code, 11 U.S.C. Section 101 et
seg. (the “Bankruptcy Code”).



     23.2 Default and Termination. If:



     (a) Tenant or Tenant’s Guarantor, if any, or its executors, administrators, or assigns, will
generally not pay its debts as they become due or will admit in writing its inability to pay its
debts, or will make a general assignment for the benefit of creditors; or



     (b) Tenant or Tenant’s Guarantor, if any, will commence any case, proceeding or other action
seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or
its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or
seeking appointment of a receiver, trustee, custodian or other similar official for it or for all
or any substantial part of its property; or



     (c) Tenant or Tenant’s Guarantor, if any, will take any corporate, partnership or other action
to authorize or in furtherance of any of the actions set forth above in subsection (a) or (b); or



     (d) Any case, proceeding or other action against Tenant or Tenant’s Guarantor, if any, will be
commenced seeking to have an order for relief entered against it as debtor, or seeking
reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts
under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking
appointment of a receiver, trustee, custodian or other similar official for it or for all or any
substantial part of its property, and such case, proceeding or other action: results in the entry
of an order for relief against it which is not fully stayed within seven (7) business days after
the entry thereof; or remains un-dismissed for a period of forty-five (45) days, then it will be a
default hereunder and this Lease and all rights of Tenant hereunder will automatically cease and
terminate as if the date of such event were the original expiration date of this Lease and Tenant
will vacate and surrender the Premises but will remain liable as herein provided.



     Any of the foregoing are sometimes called an “Event of Bankruptcy” under this Lease.



     23.3 Rights and Obligations under the Bankruptcy Code.



     (a) Upon the filing of a petition by or against Tenant under the Bankruptcy Code, Tenant, as
debtor and as debtor in possession, and any trustee who may be appointed agree as



 









 




follows: (i) to perform all obligations of Tenant under this Lease, including, but not limited
to, the covenants regarding the operations and uses of the Premises until such time as this Lease
is either rejected or assumed by order of the United States Bankruptcy Court; (ii) to pay monthly
in advance on the first day of each month as reasonable compensation for use and occupancy of the
Premises an amount equal to all base rent and other rent otherwise due pursuant to this Lease;
(iii) to reject or assume this Lease within sixty (60) days of the filing of a petition under any
Chapter of the Bankruptcy Code or under any Law relating to bankruptcy, insolvency, reorganization
or relief of debtors (any such rejection being deemed an automatic termination of this Lease); (iv)
to give Landlord at least thirty (30) days prior written notice of any proceeding relating to any
assumption of this Lease; (v) to give at least thirty (30) days prior written notice of any
abandonment of the Premises (any such abandonment being deemed a rejection and automatic
termination of this Lease); (vi) to do all other things of benefit to Landlord otherwise required
under the Bankruptcy Code or under any Law relating to bankruptcy, insolvency, reorganization or
relief of debtors; (vii) to be deemed to have rejected this Lease in the event of the failure to
comply with any of the above; and (viii) to have consented to the entry of an order by an
appropriate United States Bankruptcy Court providing all of the above, waiving notice and hearing
of the entry of same.




     (b) No default under this Lease by Tenant, either prior to or subsequent to the filing of such
petition, will be deemed to have been waived unless expressly done so in writing by Landlord.



     (c) Included within and in addition to any other conditions or obligations imposed upon Tenant
or its successor in the event of assumption and/or assignment are the following: (i) the cure of
any monetary defaults and the reimbursement of pecuniary loss by the time of the entry of the order
approving such assumption and/or assignment (pecuniary loss will include, without limitation, any
attorneys’ fees and costs and expert witness fees incurred by Landlord in protecting its rights
under this Lease, including representation of Landlord in any proceeding commenced under the
Bankruptcy Code or under any Law relating to bankruptcy, insolvency, reorganization or relief of
debtor); (ii) the deposit of an additional sum equal to three (3) months’ base rent; (iii) the use
of the Premises only as set forth in this Lease; (iv) the reorganized debtor or assignee of such
debtor in possession or of Tenant’s trustee demonstrates in writing that it has sufficient
background including, but not limited to, substantial experience in operating businesses in the
manner contemplated in this Lease and meet all other reasonable criteria of Landlord as did Tenant
upon execution of this Lease; (v) meet all other criteria of 11 U.S.C. Section 365(b)(3); and (v)
the prior written consent of any mortgagee to which this Lease has been assigned as collateral
security; and (vi) the Premises at all times remains a single unit and no Alterations or physical
changes of any kind may be made unless in compliance with the applicable provisions of this Lease.



     (d) Any person or entity to whom this Lease is assigned pursuant to the provisions of the
Bankruptcy Code will be deemed without further act or deed to have assumed all of the obligations
arising under this Lease on or after the date of such assignment. Any such assignee will upon
demand execute and deliver to Landlord an instrument confirming such assumption.



     23.4 Construction. The terms of this Article will be in addition to, but not
exclusive of, any rights or remedies of Landlord in Article 22 and elsewhere in this Lease or
otherwise
available at law or in equity, and will not be deemed to limit Landlord, except as may be
required by law.








 









 








EXHIBIT “F”




WORKLETTER



Palm, Inc.

200 BRICKSTONE SQUARE

Second FLOOR

ANDOVER, MASSACHUSETTS



LANDLORD/TENANT SPLIT OF WORKLETTER RESPONSIBILITIES FOR

Palm. Inc.

07/29/05


B.1.0-GENERAL



The Workletter is intended to show the division between the Landlord’s Work (the “Base Building”
work described as follows) and the Tenant’s Work. The Tenant’s Work includes any work not
described under the “Base Building” heading as follows, and any changes, additions or deletions to
the Landlord’s work, requested by the Tenant. All descriptions of the split between the Landlord’s
versus the Tenant’s responsibilities, with regard to HVAC, electrical, plumbing fire suppression
and life safety are for the purposes of allocating costs and installation responsibilities. The
Landlord will specify, purchase, install and balance (if applicable) all installations listed under
the Base Building heading. In order to ensure a coordinated system, any remaining systems that are
to be specified and installed by the Tenant must be approved by the Landlord, as must any
modifications or additions to the Base Building systems. The Tenant is solely responsible for
paying for and performing the Tenant’s Work. However, the Landlord reserves the right to install
the Tenant’s Work (at the Tenant’s cost) if it connects to or affects the Landlord’s Work or any
code-related or life safety-related work. The preparation of construction plans shall be deemed
part of Landlord’s Work.



The Tenant may request that the Landlord contract for all or part of the Tenant’s work. If the
Landlord agrees, this work will be deemed to be part of the Tenant’s Work, and not part of the
Landlord’s Work, and will be done at the Tenant’s sole cost, risk and liability, and the Landlord
will have no cost, risk or liability. The Landlord will not be required to advance any funds for
the Tenant’s Work, and at the Landlord’s request, the Tenant will advance, or pay to the Landlord
within seven (7) days after receipt of invoices from the Landlord, all costs (whether “hard” or
“soft” costs) incurred or which may be due in connection with the Tenant’s Work, including without
limitation, costs for permits, design, drawing, architectural, engineering and drafting services,
contractor’s overhead and profit, labor, materials and ten percent (10%) for hard and soft costs to
the Landlord for the Landlord’s supervision, coordination and involvement. The Tenant will
indemnify and hold the Landlord harmless from all damages, claims and liabilities in connection
with the Tenant’s Work.



The Landlord’s Work will be performed in accordance with the Tenant’s “space plan”, as prepared by
McMahon Architects, which is entitled, Space Plan SK-03R, and dated July 7, 2005. A reduced
photocopy of the Tenant’s “space plan” for the 200 BRICKSTONE SQUARE — 2nd Floor is included in
this Workletter. Landlord shall use reasonable efforts to substantially







 









 







complete Landlord’s Work within 14 weeks of the date which is the later of (i) Landlord’s receipt
of the final space plan reviewed and approved by Tenant and signed by Ray Allison and (ii) the
execution date of this Lease(“Landlord’s Anticipated Completion Date”), provided that Landlord’s
work is not delayed by any act or omission by Tenant or any conditions outside of Landlord’s
reasonable control. In the event that Landlord has not substantially completed Landlord’s Work by
the Landlord’s Anticipated Completion Date, Tenant shall be entitled to one day of rental abatement
for each day after the Landlord’s Anticipated Completion Date that Landlord fails to substantially
complete Landlord’s Work, provided that Tenant shall receive no abatement if Landlord’s Work is
delayed as a result of Tenant’s act or omission or due to conditions outside of Landlord’s
reasonable control.



Landlord shall provide a warranty on the workmanship of Landlord’s Work for a period of one year
commencing on the date Landlord substantially completes Landlord’s Work. Such warranty shall
exclude any damage cause by Tenant’s negligence or misuse of the Premises.






 









 









EXHIBIT “F” — WORKLETTER

PalmOne

BUILDING 200, FLOOR Two

7/29/05




	 	 	 	 	 	 	 	 	 
	LANDLORD/BASE BUILDING	 	TENANT
	B.2.0 - SITE IMPROVEMENTS	 	B.2.0 - SITE IMPROVEMENTS
	 
	 	 	 	 	 	 	 	 
	1.	 	Landlord will identify Tenant’s
assigned/reserved parking spaces.	 	Not used.
	 
	 	 	 	 	 	 	 	 
	2.

	 	Landlord will display Tenant’s
name on
existing brick and stone exterior building
identification directory monument.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	B.3.0-STRUCTURE	 	B.3.0-STRUCTURE
	 
	 	 	 	 	 	 	 	 
	No work required	 	 	1.	 	 	Tenant is responsible for
any modifications to the
Base Building structural
system, as required by
special equipment and/or
floor loading, in excess of
typical office floor
loading.
	 
	 	 	 	 	 	 	 	 
	B.4.0-DEMOLITION	 	B.4.0-DEMOLITION
	 
	 	 	 	 	 	 	 	 
	1.	 	Landlord will prepare the Tenant’s
space for the Landlords Work and for normal
Tenant
Fit-Up in accordance with the Tenant’s space
plan.	 	Not used.
	 
	 	 	 	 	 	 	 	 
	B.5.0 - BUILDING EXTERIOR	 	B.5.0 - BUILDING EXTERIOR
	 
	 	 	 	 	 	 	 	 
	1.

	 	Landlord will make provisions,
as needed, to meet the requirements for
mechanical exhaust, fresh air intakes and
mechanical and/or electrical penetrations.
	 	 	1.	 	 	Any provisions for Tenant
requirements, such as
through-wall and/or
through-roof ventilation,
exhaust or other items that
will penetrate or affect the
exterior facades and/or roof
must be approved by the
Landlord.
	 
	 	 	 	 	 	 	 	 
	2.

	 	Any penetrations related to the 3
supplemental HVAC Units to be installed by
Landlord are included as part of Landlord’s
work.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	B.6.0 - HVAC (CENTRAL)	 	B.6.0 - HVAC (CENTRAL)
	 
	 	 	 	 	 	 	 	 
	1.	 	All existing central equipment serving
the Tenant, but not within the Tenant’s usable
area, including existing:	 	Not used.






Page 3









 





EXHIBIT “F” — WORKLETTER

PalmOne

BUILDING 200, FLOOR Two

7/29/05






	 	 	 	 	 	 	 	 	 
	LANDLORD/BASE BUILDING	 	TENANT
	 

	 	§    Boiler, controls and
associated circulating pumps in the
ground floor Boiler Room.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	§    Rooftop mounted cooling
towers and circulating pumps in the
ground floor Pump Room.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	§    Controls associated with the
operation of the central cooling
towers and circulating pumps.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	§    Piping risers and
distribution piping for boilers and
cooling towers.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	§    Exhaust fans for ductwork
for common area Toilet Rooms.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	B.7.0 - HVAC (TENANT)	 	B.7.0 - HVAC (TENANT)
	 
	 	 	 	 	 	 	 	 
	1.

	 	HVAC system(s) in the Tenant area, as

further defined as follows:
	 	 	1.	 	 	All special Tenant HVAC
equipment required for
non-typical Tenant cooling
loads, except as defined
under Base Building.
	 
	 	 	 	 	 	 	 	 
	 

	 	§    Distribution ductwork,
variable air volume boxes and
diffusers, installed above Landlord
provided suspended acoustical
ceiling system.

	 	 	2.	 	 	Any special
Tenant-related systems or
equipment, such as special
controls, climate controls
(humidification), etc.
	 
	 	 	 	 	 	 	 	 
	 

	 	§    HVAC controls in the Tenant
area, as necessary for the Landlord
provided system.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	§    Plenum ceiling return air
provisions.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	§    Re-use existing Carrier
variable air volume system with main
ductwork. Unit provides AC and
ventilation.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	§    Design and construction of
all Tenant areas (including
Conference Rooms, Training Rooms and
Kitchenettes) will comply with
current applicable HVAC and Energy
Codes.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	2.

	 	There are 3 supplemental HVAC Units
described herein to be installed as part of
Landlord’s work.	 	 	 	 	 	 






 









 




EXHIBIT “F” — WORKLETTER

PalmOne

BUILDING 200, FLOOR Two

7/29/05





	 	 	 	 	 	 	 	 	 
	LANDLORD/BASE BUILDING	 	TENANT
	B.7.0 HVAC NOTES	 	B.7.0 HVAC NOTES
	 
	 	 	 	 	 	 	 	 
	1.	 	HVAC system(s) will be designed to
meet the following criteria:	 	Not used.
	 
	 	 	 	 	 	 	 	 
	 

	 	§    Cooling and ventilation
capacity sufficient to meet accepted
design standards for the following:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	o    A density of one (1)
occupant per 125 gross usable
square feet.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	o    Total Tenant electric loads
of eight (6) watts per square
foot for lighting and
convenience power.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	o    One (1) thermostat control
per approx. 800 sq. ft. of
perimeter space and approx.
1500 sq. ft. of interior
space. Additional if
required by code.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	§    Comfort Conditions:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	o    Summer: Maintain indoor
condition of 76 degrees
Fahrenheit and 56% rh at 95
degrees Fahrenheit db/75
degrees Fahrenheit indoors.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	o    Winter: Maintain indoor
temperature of 72 degrees
Fahrenheit with a 10 degree
Fahrenheit outdoor
temperature.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	2.

	 	Landlord is to provide the basic HVAC
distribution and control system(s) as required
by the Tenant’s space plan.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	B.8.0-ELECTRICAL	 	B.8.0-ELECTRICAL
	 
	 	 	 	 	 	 	 	 
	1.

	 	All central electrical equipment and
distribution, including the following:
	 	 	1.	 	 	All electrical provisions
required to fit-up the
Tenant area, other than
provided by the Landlord as
defined under Base Building.






 









 




EXHIBIT “F” — WORKLETTER

PalmOne

BUILDING 200, FLOOR Two

7/29/05






	 	 	 	 	 	 	 	 	 
	LANDLORD/BASE BUILDING	 	TENANT
	 

	 	§    2,500 KVA pad-mounted
exterior transformer.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	§    480/270 volt service
entrance.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	§    4,000 amp main
switchgear.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	§    2,000 amp-volt four ($) wire
electric bus-duct riser. (If
applicable)
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	§    200 amp bus-duct tap switch
feeding 200 amp circuit breaker
panel (3 phase) and a 120/208 volt
step-down transformer for Tenant
power, to be located in the Base
Building Electric Closet, located on
the Tenant’s floor.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	§    Provisions for the Tenant’s
electrical meter, to be installed in
the Electrical Closet by the
Massachusetts Electric Company, at
the request of the Tenant.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	§    Emergency power as necessary
for emergency lighting systems and
exit signage required by code, such
as stairway and exit-way lighting
and the emergency lighting within
the Tenant’s space.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	§    Lighting and power as
required for all central equipment
rooms, elevators, main lobby(s),
exterior lighting, typical floor
elevator lobby(s), exit-ways,
stairways, corridors, etc. These
common areas will be metered and
controlled from house electric
meters and control panels
respectively. All areas designed to
code.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	2.

	 	The Landlord will assist the Tenant with
ordering the required electric meter and
electric service contract, for the Tenant’s
space, with the Massachusetts Electric
Company.	 	 	 	 	 	 






 









 




EXHIBIT “F” — WORKLETTER

PalmOne

BUILDING 200, FLOOR Two

7/29/05





	 	 	 	 	 	 	 	 	 
	LANDLORD/BASE BUILDING	 	TENANT
	3.

	 	The Landlord will provide power for the
Tenant supplied and installed systems
furniture workstations. The tenant is
responsible to connect the systems furniture
workstations to the Landlord provided power
supply locations.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	4.

	 	Lighting will consist of one (1) three (3)
tube parabolic fluorescent light fixture for
each 10 square feet of Tenant usable area or
as required to obtain sufficient lighting for
office use in accordance with electrical
engineers design and Mass. Energy Code.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	5.

	 	All existing light fixtures, where they
exist and unless otherwise noted, will be
reused. All existing light fixtures that are
to be reused will be cleaned will be re-lamped
and will have ballasts replaced as required.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	6.

	 	New convenience receptacles will be
provided at a rate of three (3) receptacles
per typical office.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	7.

	 	Existing convenience receptacles, where
they exist and unless otherwise noted, will be
reused and re-circuited if required.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	8.

	 	Landlord is responsible to make
arrangements with the Massachusetts Electric
Company for an electric service contract for
the Tenant’s space.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	9.

	 	Landlord shall provide the following
minimum number of convenience outlets for each
designated area: 3 for each office: 4 for each
Kitchen/breakroom; 3 for copyroom: 12 for data
center: and 6 for O/A Lab.	 	 	 	 	 	 






 









 




EXHIBIT “F” — WORKLETTER

PalmOne

BUILDING 200, FLOOR Two

7/29/05





	 	 	 	 	 	 	 	 	 
	LANDLORD/BASE BUILDING	 	TENANT
	B.9.0 - TELEPHONE AND DATA	 	B.9.0 - TELEPHONE AND DATA
	 
	 	 	 	 	 	 	 	 
	1.

	 	In new gypsum drywall partitions only,
Landlord will provide raceways for the Tenant
supplied and installed telephone and data
systems. Raceways may be through the metal
studs of the gypsum drywall partitions, or in
conduit(s) as required, with junction boxes
and/or plaster rings.
	 	 	1.	 	 	Tenant is responsible for
entire telephone system,
other than that which is
defined under Base Building,
including distribution from
existing telephone closet on
the ground floor, and for
all of the Tenant’s central
and branch equipment,
distribution panels, wiring,
instruments, etc.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	2.	 	 	Tenant installed
telephone, communications
and data wiring shall be
“plenum rated cable” when
installed above the
suspended acoustical ceiling
system(s).
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	3.	 	 	No telephone or date
equipment shall be provided
by Landlord.
	 
	 	 	 	 	 	 	 	 
	B.10.0 - FIRE SUPPRESSION	 	B.10.0 - FIRE SUPPRESSION
	 
	 	 	 	 	 	 	 	 
	1.	 	Existing central equipment, controls,
piping, standpipe risers, hose valves,
sprinkler distribution piping and sprinkler
heads within Tenants premises.	 	Not used.
	 
	 	 	 	 	 	 	 	 
	2.

	 	Sprinkler heads in all building common
areas, including all penthouses, mechanical
rooms, electrical rooms, lobbies, corridors,
toilet rooms, etc.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	3.

	 	Sprinkler heads in Tenant’s area will be
installed in a regular grid configuration,
located by installing straight vertical drops
from the existing sprinkler “T“s.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	4.

	 	Sprinkler drops will be centered in the
room and/or ceiling tile, as needed to provide
code-required coverage. Landlord will
coordinate sprinkler-piping drops to avoid
interference with the lighting pattern, HVAC
diffusers and ductwork and other ceiling
mounted devices that are being provided by the
Landlord.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	B.11.0 - LIFE SAFETY SYSTEMS	 	B.11.0 - LIFE SAFETY SYSTEMS
	 
	 	 	 	 	 	 	 	 
	1.	 	Landlord will provide all code required
fire alarm systems and then-associated risers
including the following:	 	Not used.






 









 





EXHIBIT “F” — WORKLETTER

PalmOne

BUILDING 200, FLOOR Two

7/29/05






	 	 	 	 	 	 	 	 	 
	LANDLORD/BASE BUILDING	 	TENANT
	 

	 	§    Existing system consists of
central enunciator, distribution and
control panels for smoke and heat
detection, alarms, sprinkler
supervised valves, flow switches and
voice communications. The system is
connected to the Town of Andover
“master box” alarm system.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	§    Installation of new devices
including pull stations, smoke
detectors and speaker/strobes within
the Tenant space will be provided
per code requirements.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	B.12.0 - PLUMBING	 	B.12.0 - PLUMBING
	 
	 	 	 	 	 	 	 	 
	1.	 	Landlord will provide toilet rooms,
one (1) for each sex, on each floor
within the
building common areas.	 	Not used.
	 
	 	 	 	 	 	 	 	 
	2.

	 	Landlord will provide condensate drain
lines for associated HVAC equipment.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	3.

	 	Landlord will provide plumbing for
one (1) pantry kitchenette area within the Tenant
premises.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	B.13.0 - FLOORING	 	B.13.0 - FLOORING
	 
	 	 	 	 	 	 	 	 
	1.	 	Landlord will provide direct glue-down
carpet and/or sheet vinyl or vinyl composition
file of comparable value, to be selected by
Tenant. Carpet will have backing(s) and be
installed over repaired existing floors in
those areas requiring new finish flooring
materials within Tenant’s premises. The
Landlord allowance for floor covering(s) is
$20.00 per square yard, including freight,
taxes and installation.	 	Not used.
	 
	 	 	 	 	 	 	 	 
	2.

	 	Landlord will provide carpet base for all
partitions and columns in areas to receive new
carpet floor finishes and 4” vinyl or VCT.
The carpet and/or vinyl base is in addition to
the above-mentioned floor covering allowance.	 	 	 	 	 	 






 









 





EXHIBIT “F” — WORKLETTER

PalmOne

BUILDING 200, FLOOR Two

7/29/05






	 	 	 	 	 	 	 	 	 
	LANDLORD/BASE BUILDING	 	TENANT
	B.14.0 - CEILINGS	 	B.14.0 - CEILINGS
	 
	 	 	 	 	 	 	 	 

	1.	 	Landlord will provide building standard
suspended acoustical tile ceilings for the
areas requiring ceilings within the Tenant’s
demised premises. Ceilings shall have 15-16”
ceiling grid with “Armstrong Second Look”
ceiling tiles.	 	Not used.
	 
	 	 	 	 	 	 	 	 
	B.15.0 - WALLS AND PARTITIONS	 	B.15.0 - WALLS AND PARTITIONS
	 
	 	 	 	 	 	 	 	 
	1.	 	Landlord will construct all non-removable
walls/partitions within the Tenant’s premises
as required by the Tenant’s space plan.	 	Not used.
	 
	 	 	 	 	 	 	 	 
	2.

	 	New Tenant demising walls and interior
walls/partitions will be taped, spackled and
painted with one (1) primer coat and two (2)
finish coats of the building standard paint.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	3.

	 	Existing walls/partitions to remain will be
repaired as required and painted with two (2)
finish coats of the building standard paint.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	4.

	 	Demising walls, both new and existing, will
be full height and extend from the existing
floor to the under-side of the structural
floor and/or roof above, and will bne
insulated with sound attenuation blanket
insulation.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	5.

	 	New interior walls/partitions within the
Tenant’s premises, unless specified otherwise,
will extend from the existing floor to 6”
above the Tenant’s suspended acoustical tile
ceiling.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	6.

	 	Landlord will give Tenant a reasonable
opportunity to consult on finishes and colors
and to make selections within the building
standard finishes.	 	 	 	 	 	 






 









 





EXHIBIT “F” — WORKLETTER

PalmOne

BUILDING 200, FLOOR Two

7/29/05






	 	 	 	 	 	 	 	 	 
	LANDLORD/BASE BUILDING	 	TENANT
	B.16.0 - DOORS	 	B.16.0 - DOORS
	 
	 	 	 	 	 	 	 	 
	1.

	 	Landlord will furnish and install all main
building entry and exit doors, building
perimeter doors, all core doors and doors to
all mechanical and electrical areas.
	 	 	1.	 	 	Tenant is responsible for
all special doors other than
those defined under Base
Building.
	 
	 	 	 	 	 	 	 	 
	2.

	 	Landlord will furnish and install building
standard suite entry door system(s) and/or
building standard egress door system(s),
consisting of: 3’ - 0” x 7’ -0” solid core
maple or oak veneer door(s) within matching
wood trim including building standard
hardware. Suite entry system(s) may also
include glass sidelight(s) within frame with
matching wood trim. Suite entry door
system(s) and egress door system(s) will be
installed in accordance with the Tenant’s
space plan.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	B.17.0 - SPECIALTIES	 	B.17.0 - SPECIALTIES
	 
	 	 	 	 	 	 	 	 
	1.

	 	Landlord will furnish and install core
area signage on all floors.
	 	 	1.	 	 	Tenant is responsible for
all Tenant specific
identification signs,
directories, etc. within the
Tenant’s demised premise.
	 
	 	 	 	 	 	 	 	 
	2.

	 	At the Tenant’s main suite entry, Landlord
will furnish and install building standard
signage, bearing the Tenant’s name and suite
number.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	B.18.0 - SPECIAL CONSTRUCTION	 	B.18.0 - SPECIAL CONSTRUCTION
	 
	 	 	 	 	 	 	 	 
	1.

	 	Landlord will provide a directory in the
main lobby of the building that will list the
Tenant’s name and location within the
building.
	 	 	1.	 	 	Tenant is responsible for
all costs associated with
the installation of
furniture for the premises
including any systems
furniture and workstations.
	 
	 	 	 	 	 	 	 	 
	2.

	 	Landlord will furnish and install building
standard vertical blinds for all exterior
windows within the Tenant’s demised premises.
Where blinds exist, they will be reused,
cleaned and repaired as required.
	 	 	2.	 	 	Landlord will provide
construction schedule at the
start of construction with
updates if needed during
construction to inform
Tenant of dates when
furniture installation will
be required to be completed
in order to avoid any Tenant
delays.






 









 






EXHIBIT “F” — WORKLETTER

PalmOne

BUILDING 200, FLOOR Two

7/29/05





	 	 	 	 	 	 	 	 	 
	LANDLORD/BASE BUILDING	 	TENANT
	3.

	 	Landlord will electro statically paint existing hot water fin-tube baseboard heat
covers to match existing color, if required.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	4.

	 	Landlord will furnish and install 2’ -0” x
7’ -0” glass sidelights within painted hollow
metal frames at the offices/rooms in the
locations and quantities shown on the Tenant’s
space plan.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	5.

	 	Landlord will furnish and install on (1)
fire extinguisher within a recessed cabinet
for each 3,000 rentable square feet of the
Tenant’s premises. Additional extinguishers
provided if required by Andover Fire
Department or applicable codes.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	6.

	 	Breakroom to have doors and closers, PL
counter w/PL closed storage above and below
w/adjustable shelves, sink. =w/H&C water and
copper line to refrigerator and coffee maker,
dishwasher and sufficient electric to
appliances.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	7.

	 	Reception area to have built-in reception
desk per plan, drywall ceiling, recessed
downlights, vinyl wall covering and stone-tile
flooring and base.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	8.

	 	Data Center to have 2x2 ton wall mounted
supplemental HVAC units and supplemental
electrical service. QA to have 2 ton wall
unit.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	9.

	 	Plastic laminate base cabinets, counter and
shelving in Central Services per Final
Construction Documents.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	10.

	 	Two recessed motorized video screens: one
each in the large and medium conference
Conference Rooms.	 	 	 	 	 	 






 









 










 









 






EXHIBIT “G”




JANITORIAL SCHEDULE




Premises


Daily





	1.	 	All desks and other furniture; will be dusted with specialty treated dust cloths.
	 
	2.	 	All window sills, chair rails, baseboards, moldings, partitions, and picture frames fewer
than six feat in height will be hand dusted and wiped dean,
	 
	3.	 	All floors will be dust mopped with specially treated dust mops.
	 
	4.	 	All bright metal work will be maintained and kept in a clean, polished condition
	 
	5.	 	All drinking fountains will be thoroughly cleaned and sanitized.
	 
	6.	 	All stairways will be swept with a chemically treated dust mop and wet mopped as needed.
	 
	7.	 	Replacement of light bulbs as needed.
	 
	8.	 	All elevators will be wet mopped, on coat of finish applied to floor and machine buffed. If
floors are carpeted, carpet will be vacuumed nightly. Interior of cabs will be wiped clean
and all metal hardware polished.
	 
	9.	 	Empty, clean and dust all wastepaper baskets, ash trays, receptacles, etc.
	 
	10.	 	Remove trash and wastepaper to designated areas.
	 
	11.	 	Carpeting and rugs to be vacuum cleaned nightly.
	 
	12.	 	All tile floors in all areas will maintain a satin finish. Trafficked areas to receive
regularly programmed floor maintenance to insure luster and remove black marks and scuffs.





Lavatories





	13.	 	Floors to be swept and washed, using antiseptic liquid detergent.
	 
	14.	 	Bowls, urinals and basins will be cleaned nightly. A safe antiseptic and deodorant bowl
cleaner will be used.
	 
	15.	 	All metal and mirrors will be cleaned and polished.





 









 





	16.	 	Fill and maintain mechanical operations of all tissue, towel, soap and sanitary napkin
dispensers. Materials to be supplied from contractor’s stock.
	 
	17.	 	Remove wastepaper and refuse.





Weekly





	1.	 	Spot clean all interior partition glass as required.
	 
	2.	 	Remove fingerprints, smudges and scuff marks from all vertical and horizontal surfaces
(doors, walls, and sills) under six feet in height.
	 
	3.	 	Wash and refinish resilient floors in public areas, strip, wash and polish as needed,
	 
	4.	 	Clean all elevator cabs and door tracks.





Monthly





	1.	 	Polish and buff (no wax) resilient floors in tenant areas as needed.
	 
	2.	 	Dust all louvers, grills and other than flush light surfaces





Quarterly





	1.	 	Dust clean all vertical surfaces; such as, walls, partitions, doors, etc. not reached in
nightly cleaning.
	 
	2.	 	Dust and wipe clean venetian blinds.





Every Four (4) Months





	1.	 	Wax and buff all resilient flooring in tenant areas, or as needed. Floors shall be stripped,
re-waxed and buffed when required. Unusual traffic conditions will receive special attention.
	 
	2,	 	Wash windows, inside and outside.





Every Six (6) Months





	1.	 	Dust and damp wipe all ceiling vents.










 









 






EXHIBIT B-1




Transferred Personal Property










Palm/Sige Sublease Furniture Inventory — Exhibit B-1




	 	 	 	 	 	 	 

	Please Refer to the Attached Plan for all the following information:
	Cube 42:

	 	1 chair
	 	1 handset
	 	
	Cube 43:

	 	1 chair
	 	1 handset	 	 
	Cube 44:

	 	1 chair
	 	1 handset	 	 
	Cube 45:

	 	1 chair
	 	1 handset	 	 
	Cube 46:

	 	1 chair
	 	1 handset	 	 
	Cube 47:

	 	1 chair
	 	1 handset	 	 
	Cube 48:

	 	1 chair
	 	1 handset	 	 
	Cube 49:

	 	1 chair
	 	1 handset	 	 
	Cube 50:

	 	1 chair
	 	NO handset	 	 
	Cube 51:

	 	1 chair
	 	1 handset	 	 
	Cube 52:

	 	1 chair
	 	1 handset	 	 
	Cube 53:

	 	1 chair
	 	1 handset	 	 
	Cube 54:

	 	1 chair
	 	1 handset	 	 
	Cube 55:

	 	1 chair
	 	1 handset	 	 
	Cube 56:

	 	1 chair
	 	NO handset	 	 
	Cube 57:

	 	1 chair
	 	NO handset	 	 










 









 






EXHIBIT B-2




Leased Personal Property










Palm/ Sige Sublease Furniture Inventory —  Exhibit B-2




	 	 	 	 	 	 	 

	Please Refer to the Attached Plan for all the following information:
	Cube 1:

	 	1 chair
	 	NO handset	 	 
	Cube 2:

	 	1 chair
	 	NO handset	 	 
	Cube 3:

	 	1 chair
	 	NO handset	 	 
	Cube 4:

	 	1 chair
	 	1 handset	 	 
	Cube 5:

	 	1 chair
	 	1 handset	 	 
	Cube 6:

	 	1 chair
	 	1 handset	 	 
	Cube 7:

	 	1 chair
	 	1 handset	 	 
	Cube 8:

	 	1 chair
	 	1 handset	 	 
	Cube 9:

	 	1 chair
	 	1 handset	 	 
	Cube 10:

	 	1 chair
	 	1 handset	 	 
	Cube 11:

	 	1 chair
	 	1 handset	 	 
	Cube 12:

	 	1 chair
	 	1 handset	 	 
	Cube 13:

	 	1 chair
	 	1 handset	 	 
	Cube 14:

	 	1 chair
	 	1 handset	 	 
	Cube 15:

	 	1 chair
	 	1 handset	 	 
	Cube 16:

	 	1 chair
	 	1 handset	 	 
	Cube 17:

	 	1 chair
	 	1 handset	 	 
	Cube 18:

	 	1 chair
	 	1 handset	 	 
	Cube 19:

	 	1 chair
	 	1 handset	 	 
	Cube 20:

	 	1 chair
	 	1 handset	 	 
	Cube 21:

	 	1 chair
	 	1 handset	 	 
	Cube 22:

	 	1 chair
	 	NO handset	 	 
	Cube 23:

	 	1 chair
	 	NO handset	 	 
	Cube 24:

	 	1 chair
	 	NO handset	 	 
	Cube 25:

	 	1 chair
	 	1 handset	 	 
	Cube 26:

	 	1 chair
	 	1 handset	 	 
	Cube 27:

	 	1 chair
	 	1 handset	 	 
	Cube 28:

	 	1 chair
	 	1 handset	 	 
	Cube 29:

	 	1 chair
	 	1 handset	 	 
	Cube 30:

	 	1 chair
	 	1 handset	 	 
	Cube 31:

	 	1 chair
	 	1 handset	 	 
	Cube 32:

	 	1 chair
	 	1 handset	 	 
	Cube 33:

	 	1 chair
	 	1 handset	 	 
	Cube 34:

	 	1 chair
	 	1 handset	 	 
	Cube 35:

	 	1 chair
	 	1 handset	 	 
	Cube 36:

	 	1 chair
	 	1 handset	 	 
	Cube 37:

	 	1 chair
	 	NO handset	 	 
	Cube 38:

	 	1 chair
	 	NO handset	 	 
	Cube 39:

	 	1 chair
	 	NO handset	 	 
	Cube 40:

	 	1 chair
	 	1 handset	 	 
	Cube 41:

	 	1 chair
	 	1 handset	 	 
	See attachment #2 for further detail on below:
	Office 1:

	 	1 chair
	 	1 handset
	 	1 full desk, 1 wood markerboard
	Office 2:

	 	4 chairs
	 	1 handset
	 	1 round table (48”)
	Office 3:

	 	8 chairs
	 	1 handset
	 	1 8’ conference table
	Office 4:

	 	8 chairs
	 	1 handset
	 	1 8’ conference table
	Office 5:

	 	1 chair
	 	1 handset
	 	1 full desk
	Office 6:

	 	16 chairs
	 	1 handset
	 	1 16’ conference table
	Office 7:

	 	4 chairs
	 	1 handset
	 	1 round table (48”), 1 storage wardrobe
	Office 8:

	 	1 chair
	 	1 handset
	 	1 full desk, 1 storage cabinet/lateral file
	Office 9:

	 	1 chair
	 	1 handset
	 	1 full desk
	Office 10:

	 	3 chairs
	 	NO handset	 	 
	Office 11:

	 	NO chairs
	 	NO handset
	 	1 full desk
	Kitchen:

	 	20 chairs
	 	1 handset
	 	4 tables
	Reception:

	 	1 chair
	 	1 handset
	 	1 full desk, 42” round table, 2 lounge chairs,
	 

	 	 	 	 	 	1 lateral storage file






Miscellaneous Equipment:




Throughout Premises:



2 Linksys Routers

4 Dell printers

1 Imagistics printer



In server room/office 11:



1 UPS system

3 Wright line racks

2 Panduit racks

2 Cellular Specialties boxes

1 Metal storage/lateral file



In Kitchen:



3 Microwaves

2 Refrigerators

1 Espresso machine

1 Coffee machine



Audio Visual Equipment in Office 6:




1 LCD Projector

1 Projection screen

1 S-VHS video deck

1 DVD player

1 MediaLink switcher/amplifier

1 MediaLink control panel

1 A/V wood equipment cabinet

1 50” Plasma flat screen

1 Video conferencing system

6 JBL ceiling speakers

















 









 








EXHIBIT C




Form of Letter of Credit



[Date]



IRREVOCABLE STANDBY LETTER OF CREDIT NO.                     .



DATE:                                         , 2001




BENEFICIARY:

XXXXX

XXXXX

XXXXX



APPLICANT:



AMOUNT: US$000,000.00 (                                         AND XX/100 U.S. DOLLARS)



EXPIRATION DATE:                                         , 2001



LOCATION: AT OUR COUNTERS IN                     



DEAR SIR/MADAM:




     WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO.                      IN YOUR FAVOR
FOR ACCOUNT OF                                          AVAILABLE ON A BANKING DAY SUCH DRAWING IS MADE, BY YOUR
DRAFTS DRAWN ON US AT SIGHT AND ACCOMPANIED BY THE FOLLOWING DOCUMENTS:




	1.	 	THE ORIGINAL OF THIS LETTER OF CREDIT AND ALL AMENDMENT(S), IF ANY.
	 
	2.	 	A SWORN DECLARATION SIGNED BY AN AUTHORIZED OFFICER OF THE BENEFICIARY, IN THE FORM ATTACHED
HERETO AS “EXHIBIT A”.




PARTIAL DRAWS ARE ALLOWED.



THIS LETTER OF CREDIT MUST ACCOMPANY ANY DRAWINGS HEREUNDER FOR ENDORSEMENT OF THE DRAWING AMOUNT
AND WILL BE RETURNED TO THE BENEFICIARY UNLESS IT IS FULLY UTILIZED.













 









 







“BANKING DAY” MEANS ANY DAY OTHER THAN A SATURDAY, SUNDAY, OR A DAY ON WHICH COMMERCIAL BANKING
INSTITUTIONS ARE REQUIRED OR AUTHORIZED TO CLOSE IN MASSACHUSETTS.



THIS LETTER OF CREDIT SHALL BE DEEMED AUTOMATICALLY EXTENDED WITHOUT AN AMENDMENT FOR A ONE (1)
YEAR PERIOD BEGINNING ON THE PRESENT EXPIRATION DATE HEREOF [INSERT DATE], AND UPON EACH
ANNIVERSARY OF SUCH DATE, UNLESS AT LEAST SIXTY (60) DAYS PRIOR TO ANY SUCH EXPIRATION DATE WE HAVE
SENT YOU WRITTEN NOTICE BY COURIER SERVICE OR OVERNIGHT MAIL AT THE ADDRESS INDICATED ABOVE THAT WE
ELECT NOT TO PERMIT THIS LETTER OF CREDIT TO BE SO EXTENDED BEYOND ITS THEN CURRENT EXPIRATION
DATE.



THIS LETTER OF CREDIT SHALL FINALLY EXPIRE ON [INSERT DATE] IF IT HAS NOT PREVIOUSLY EXPIRED IN
ACCORDANCE WITH THE PRECEDING SENTENCE.




     THE DATE THIS LETTER OF CREDIT EXPIRES IN ACCORDANCE WITH THE ABOVE PROVISION IS THE “FINAL
EXPIRY DATE”. UPON THE OCCURRENCE OF THE FINAL EXPIRY DATE THIS LETTER OF CREDIT SHALL FULLY AND
FINALLY EXPIRE AND NO PRESENTATIONS MADE UNDER THIS LETTER OF CREDIT AFTER SUCH DATE WILL BE
HONORED.



     THIS LETTER OF CREDIT WILL TERMINATE ON THE EARLIER OF (I) PAYMENT TO YOU OF UP TO
USD000,000.000 (                     AND XX/100 U.S. DOLLARS) PURSUANT TO THE SWORN DECLARATION, AND
(II) IN THE EVENT THAT YOU HAVE NOT SUBMITTED THE SWORN DECLARATION PRIOR TO THE EXPIRATION DATE
STATED ABOVE, ON SUCH EXPIRATION DATE. THIS LETTER OF CREDIT SHALL BE PROMPTLY SURRENDERED BY YOU
TO US ON SUCH EXPIRATION DATE.



     IF AT ANY TIME PRIOR TO PRESENTATION OF DOCUMENTS FOR PAYMENT HEREUNDER, WE RECEIVE A
NOTARIZED CERTIFICATE SIGNED BY ONE WHO PURPORTS TO BE A DULY AUTHORIZED ON YOUR BEHALF TO EXECUTE
AND DELIVER SUCH CERTIFICATE, STATING THIS LETTER OF CREDIT HAS BEEN LOST, STOLEN, DAMAGED OR
DESTROYED, WE WILL, UPON RECEIPT OF AN INDEMNITY AGREEMENT FROM YOU IN FORM AND SUBSTANCE
SATISFACTORY TO US, MAIL YOU A “CERTIFIED TRUE COPY” OF THE LETTER OF CREDIT.



     THIS LETTER OF CREDIT MAY ONLY BE TRANSFERRED IN ITS ENTIRETY BY THE ISSUING BANK UPON OUR
RECEIPT OF THE ATTACHED “EXHIBIT B” DULY COMPLETED AND EXECUTED BY THE BENEFICIARY AND ACCOMPANIED
BY THE ORIGINAL LETTER OF CREDIT AND ALL AMENDMENT(S), IF ANY, TOGETHER WITH THE PAYMENT OF OUR
TRANSFER FEE OF USD500.00.



     DRAFT(S) AND DOCUMENTS MUST INDICATE THE NUMBER AND DATE OF THIS LETTER OF CREDIT.



 









 





     ALL BANKING CHARGES UNDER THIS LETTER OF CREDIT, INCLUDING ANY AND ALL TRANSFER FEES, ARE FOR
THE ACCOUNT OF THE APPLICANT.



     DOCUMENTS MUST BE FORWARDED TO US BY OVERNIGHT DELIVERY SERVICE TO:
                         
                          
         .



     WE HEREBY AGREE WITH THE DRAWERS, ENDORSERS AND BONAFIDE HOLDERS THAT THE DRAFTS DRAWN UNDER
AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT SHALL BE DULY HONORED UPON
PRESENTATION TO THE DRAWEE, IF NEGOTIATED ON OR BEFORE THE EXPIRATION DATE OF THIS CREDIT.



     THIS LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS
(1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 500. THIS LETTER OF CREDIT
SHALL BE DEEMED TO BE SUBJECT TO THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL, TO THE
EXTENT NOT INCONSISTENT WITH THE UCP NO. 500 BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.



	 	 	 

	 

	 	 
	AUTHORIZED SIGNATURE

	 	AUTHORIZED SIGNATURE
















 









 








“EXHIBIT A”

TO LETTER OF CREDIT




SWORN DECLARATION



STATE OF

COUNTY OF




     THE UNDERSIGNED, BEING THE DULY ELECTED AND QUALIFIED (DULY APPOINTED REPRESENTATIVE OF)
[LANDLORD] OR BEING THE SUCCESSOR HOLDERS OF THE LEASE AND SUCCESSOR BENEFICIARIES OF THE LETTER OF
CREDIT BY TRANSFER, DOES HEREBY SWEAR UNDER PENALTIES OF PERJURY THAT AS OF THE DATE HEREOF:



     [INSERT ONE OF THE FOLLOWING PARAGRAPHS:




                     HAS FAILED TO PAY WHEN DUE THE FULL AMOUNT OF RENT OR HAS OTHERWISE
DEFAULTED ON A CERTAIN LEASE DATED                     , ___ BY AND BETWEEN [LANDLORD]
AND                      (THE “LEASE”) UNDER WHICH LEASE USD                     
(                                         AND XX/100 U.S. DOLLARS) IS NOW DUE AND OWING, AND
[LANDLORD] IS ENTITLED TO THE FUNDS REPRESENTED BY IRREVOCABLE LETTER OF CREDIT
NUMBER                      ISSUED BY                                          BANK (THE “LETTER OF CREDIT”) AND IS
THEREFORE ENTITLED TO DRAW DOWN THE AMOUNT OF USD                      (                     AND
XX/100 U.S. DOLLARS) OF THE LETTER OF CREDIT.



OR





                                         BANK HAS NOTIFIED THE UNDERSIGNED THAT THE IRREVOCABLE
STANDBY LETTER OF CREDIT NUMBER                      ISSUED BY                      BANK (THE “LETTER
OF CREDIT”) WILL NOT BE EXTENDED AND WILL EXPIRE ON THE THEN CURRENT FINAL EXPIRY
DATE AS DESCRIBED IN THE LETTER OF CREDIT. THE UNDERSIGNED HAS NOT RECEIVED A
REPLACEMENT IRREVOCABLE STANDBY LETTER OF CREDIT SUBSTANTIALLY IN THE FORM ATTACHED
TO A CERTAIN LEASE DATED                     , ___BY AND BETWEEN [LANDLORD] AND
                                         CORPORATION (THE “LEASE”). THEREFORE, THE UNDERSIGNED IS
ENTITLED TO DRAW DOWN THE ENTIRE FUNDS REPRESENTED BY THE LETTER OF CREDIT IN THE
AMOUNT OF USD                      (                                         AND XX/100 U.S. DOLLARS).]



 









 





     EFFECTIVE THIS ___ DAY OF                     , ___.



	 	 	 	 	 

	 	 	[LANDLORD]
	 
	 	 	 	 
	 

	 	BY:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	ITS:	 	 
	 

	 	 	 	 
	 

	 	 	 	DULY AUTHORIZED





SWORN TO THIS                      DAY OF                     , ___.




	 	 	 

	 

	 	 
	 

	 	NOTARY PUBLIC
















 









 








EXHIBIT “D”




FORM BILL OF SALE AND ASSIGNMENT



     This BILL OF SALE AND ASSIGNMENT (this “Bill of Sale”), dated as of                     , from PALM,
INC., a Delaware corporation with an address of 950 W. Maude Avenue, Sunnyvale, CA 94085-2801 (the
“Transferor”), to SiGe Semiconductor (U.S.) Corp., a Delaware corporation with an address of
100-1050 Morrison Dr., Ottawa, Ontario, Canada, K2H 8K7 (the “Transferee”).



REFERENCE INFORMATION



A. The Transferor wishes to sell, transfer, convey, assign and deliver to the Transferee, and the
Transferee has agreed to acquire and accept, all of the Transferor’s right, title and interest in
and to the assets, claims, rights and interests of any and every kind or character, tangible and
intangible, personal and mixed, as list on attached Schedule One (the “Personal Property”);



B. Transferee and the Transferor shall have entered into a Sublease (the “Sublease”) in respect to
Premises that are subject to a certain Lease dated August 22, 2005 between Transferor, as “Tenant,”
and Transwestern Brickstone Square, L.L.C., a Delaware limited liability company (as successor to
Andover Mills LLC, a Delaware limited liability company) as “Landlord” (“Prime Landlord”),
(the “Prime Lease”), for certain premises consisting of approximately 12,150 rentable
square feet of space on the second floor within the building known as 200 Brickstone Square,
Andover, Massachusetts.



THEREFORE, in consideration of One Dollar ($1.00), and for other good and valuable consideration,
the receipt, adequacy and sufficiency of which are hereby acknowledged:




     (1) Subject to applicable conditions precedent in the Sublease, the Transferor hereby sells,
transfers, conveys, assigns and delivers to the Transferee all of its right, title and interest in
and to the Personal Property “as-is and where-is” with no representation or warranty as to
condition or serviceability;



     TO HAVE AND TO HOLD, the Personal Properly unto the Transferee, and its successors and
assigns, for its or their use forever.



     (2) The Transferor agrees that, at the cost and expense of Transferee, it will execute and
deliver any further assignments, instruments of transfer or bills of sale, and take all such
actions, that may reasonably be deemed necessary by the Transferee in order fully to vest in the
Transferee title to the Personal Property hereby intended to be transferred.



     (3) This Bill of Sale may not be amended, nor shall any waiver, change, modification, consent
or discharge be effected, except by an instrument in writing executed by or on behalf of the
Transferor, with the written consent of the Transferee.



 









 





     (4) Each and every covenant, agreement, warrant and understanding of the Transferor in this
Bill of Sale shall be binding upon the Transferor and its successors and assigns, and shall inure
to the benefit of the Transferee, and its successors and assigns, whether expressly stated herein
or not.



     (5) This Bill of Sale shall be governed by and construed and enforced in accordance with the
laws of the Commonwealth of Massachusetts, without regard to its conflicts of choice of law
principles.



[remainder of page intentionally left blank]




 









 






     IN WITNESS WHEREOF, the Transferor has caused this Bill of Sale to be executed by an officer
duly authorized, on and as of the day and year first above written.



	 	 	 	 	 

	 	 	[TRANSFEROR]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





ACKNOWLEDGED AND AGREED AS STATED ABOVE:




[TRANSFEREE]




	 	 	 	 	 

	By:
	 	 	 	 
	Name:

	 	 

	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 















 









 








SCHEDULE ONE




[List Personal Property]