Exhibit 10.7


 


FIRST AMENDMENT TO LEASE


 


THIS FIRST AMENDMENT TO LEASE (this “Amendment”)
is made as of the 29th day of September, 2005 (the “Amendment Date”),
by and between THE REALTY ASSOCIATES FUND VI, L.P., a Delaware limited
partnership (“Landlord”) and CUBIST PHARMACEUTICALS, INC., a Delaware
corporation (“Tenant”).


 


RECITALS:


 


WHEREAS, by a lease (the “Lease”) dated as
of January, 2004, California State Teachers’ Retirement System (“Calsters”)
leased to Tenant approximately 15,475 rentable square feet of space (the “Original
Premises”), consisting of a portion of the second and fourth floors in the
building known as 45-55 Hayden Avenue, Lexington, Massachusetts (the “Building”);
and


 


WHEREAS, Landlord has succeeded to the
interests of Calsters as landlord under the Lease; and


 


WHEREAS, the term of the Lease is scheduled
to expire on July 31, 2009; and


 


WHEREAS, Landlord and Tenant now desire to
amend the Lease to, among other things, extend the term of the Lease for an
additional period, to expand the size of the Premises by adding thereto
approximately 31,453 rentable square feet of space on the fourth floor of the
Building (the “New Premises”), and to adjust the rent and certain provisions,
all on the terms and conditions set forth below.


 


NOW, THEREFORE, in consideration of the
mutual covenants herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound hereby, Landlord and Tenant hereby agree as
follows:


 


1.             Defined
Terms. All of the
foregoing recitals are true and correct. Unless otherwise defined herein, all
capitalized terms used in this Amendment shall have the meanings ascribed to
them in the Lease, the Lease shall be amended to incorporate any additional definitions
provided for in this Amendment, and all references in the Lease to the “Lease”
or “this Lease” or “herein” or “hereunder” or similar terms or to any section thereof
shall mean the Lease, or such section thereof, as amended by this Amendment.


 


2.             Additional
Terms and Definitions. (a) From
and after the Amendment Date, the following terms set forth in “Article 1
Reference Data” of the Lease are hereby amended to have the following meanings:


 


	
  TERM:

  	
   

  	
  Commencing on the Term Commencement Date and continuing until
  11:59 p.m., Boston time, on April 30, 2016 (subject to extension
  pursuant to Exhibit E hereto,

  



 


1





















 


	
   

  	
  unless sooner terminated in accordance with the terms and conditions
  of this Lease.

  
	
   

  	
   

  
	
  LANDLORD:

  	
  THE REALTY ASSOCIATES FUND VI, L.P., a Delaware limited partnership

  
	
   

  	
   

  
	
  LANDLORD’S AND MANAGING

  	
   

  
	
  AGENT’S ADDRESS:

  	
   

  
	
   

  	
  c/o TA Associates Realty

  
	
   

  	
  28 State Street

  
	
   

  	
  Boston, MA 02109

  
	
   

  	
   

  
	
  MANAGING AGENT

  	
  Spaulding & Slye

  
	
   

  	
  55 Hayden Avenue

  
	
   

  	
  Lexington, MA 02421

  
	
   

  	
   

  
	
  BUILDING:

  	
  The building known as 45-55 Hayden Avenue, Lexington, Massachusetts,
  consisting of both 45 Hayden Avenue and 55 Hayden Avenue

  
	
   

  	
   

  
	
  (b) From and after the Effective Date (as defined below), the
  following terms set forth in “Article 1 Reference Data” of the Lease are
  hereby amended to have the following meanings:

  
	
   

  	
   

  
	
  PREMISES:

  	
  The space in the Building, including the entire fourth floor and the
  space located on the second floor of the 55 Hayden Avenue portion of the
  Building, as shown on Exhibit A-l attached hereto and incorporated
  herein.

  
	
   

  	
   

  
	
  RENTABLE FLOOR AREA

  	
   

  
	
  OF THE PREMISES:

  	
  Approximately 46,928 square feet, of which 40,173 square feet
  consists of the entire fourth floor of the 55 Hayden Avenue portion of the
  Building and 6,755 square feet are located on the second floor of the
  Building.

  
	
   

  	
   

  
	
  ANNUAL RENT:

  	
  The Annual Rent shall be as set forth on Schedule I attached
  hereto and incorporated herein.

  
	
   

  	
   

  
	
  PERMITTED USES:

  	
  Office uses and computer lab uses and uses incidental thereto (provided
  that such computer lab use shall be in compliance with all laws and shall
  comply with the provisions of this Lease).

  



 


2





















 


LANDLORD’S REPRESENTATIVE FOR THE PURPOSES
OF ARTICLE III


 


Harry Dagora

255 State Street

Boston, MA 02109

617-316-6556


 


3.             Operating
Expenses and Taxes. From
and after the Effective Date, Section 4.2 of the Lease shall be amended by
deleting the figure “2004” in the third line and substituting therefor the
figure “2006,” and by deleting the figure “2005” in the fifth line and substituting
therefor the figure “2007.”


 


4.             Effective
Date; Delivery and Condition.
(a) Tenant may commence occupancy of the New Premises on the Effective
Date. For the purposes of this Amendment, the “Effective Date” shall be the
first to occur of (i) May 1, 2006 and (ii) the Substantial Completion
Date (as defined below).


 


(b)           Tenant acknowledges that, except as explicitly provided in this Amendment
and in the Lease, it is leasing the New Premises in their current AS IS condition,
without any representation or warranty whatsoever on the part of Landlord. Tenant
currently occupies the Original Premises and is fully familiar with their
condition and that of the common areas of the Building, and Tenant acknowledges
that, to the best of Tenant’s knowledge (upon reasonable investigation and
inquiry), the Original Premises and the New Premises are in good condition and
suitable for Tenant’s uses. Without limiting the foregoing, Tenant agrees that
Landlord has no obligation to perform any work in or to either the Original
Premises or the New Premises to prepare the same for Tenant’s continued use and
occupancy.


 


(c)           Landlord acknowledges that Tenant desires to make certain alterations
or improvements in the New Premises to make the same more suitable for Tenant’s
occupancy. Such alterations or improvements may include tenant improvements to
the New Premises, installation of fixtures in the New Premises, and
architectural and engineering expenses in connection therewith (collectively,
the “Improvements”). All Improvements shall be undertaken by Tenant in strict
accordance with the applicable requirements of the Lease (including without
limitation Sections 3.3 and 3.4). The Improvements shall be deemed
substantially complete on that date (the “Substantial Completion Date”) on
which the Improvements have been completed except for items of work (and, if
applicable, adjustment of equipment and fixtures) which can be completed after
Tenant has taken occupancy of the New Premises, or any part thereof, without causing
undue interference with Tenant’s use of the New Premises or such part thereof. To
the extent that (i) such work is substantially completed in accordance
with such Lease requirements, and (ii) receipted invoices (and other
material required under the Lease such as, but not limited to, lien waivers
from any contractor or subcontractor performing the Improvements) showing the
actual cost thereof are presented to Landlord during the


 


3





















 


Term of the Lease, and (iii) at the
time of any advance of funds, there then exists no default on the part of
Tenant under the Lease continuing beyond the expiration of applicable notice
and grace periods (an “Event of Default”) (nor any failure to pay any sum of
money due under the Lease of which Tenant has been given notice (and of which
Tenant has not notified Landlord in writing that Tenant disputes, which notice
shall set forth the basis for such dispute) and which, with the passage of time,
would constitute an Event of Default), Landlord shall reimburse Tenant, within
thirty (30) days after receipt of each such invoice (together with lien waivers
for all costs theretofore billed), for costs actually incurred by Tenant
(excluding the costs of furniture), as evidenced by such invoices, but in no
event shall Landlord be obligated to reimburse Tenant more than Nine Hundred
Eighty-eight Thousand Five Hundred Sixty-seven Dollars ($988,567.00), or $31.43
per square foot of Rentable Area in the New Premises (the “Improvements
Allowance”). Notwithstanding any of the preceding to the contrary, on or before
January 3, 2006, Landlord shall advance to Tenant Forty-Five Thousand
Dollars ($45,000.00) of the Improvements Allowance, even though Tenant may not
have completed work or provided the invoices or other material described above.
The amount so advanced shall be deducted from the next subsequent advances of
the Improvements Allowance requested by Tenant (at which time Tenant shall have
completed work and submitted requisite invoices and other materials showing
that such amount was in fact expended in accordance with this provision). To
the extent that Tenant has not requested reimbursement of any portion of the
Improvements Allowance prior to the expiration or earlier termination of the
Lease, Landlord shall have no further obligation to reimburse Tenant for any
costs incurred by Tenant. Tenant shall have access to the New Premises solely
for the purpose of performing the Improvements and for the installation of
furniture, equipment, and telephone/data wiring. Such access shall be subject
to all of the terms and conditions of the Lease, other than the payment of
Annual Rent or other usual occupancy charges. Tenant’s access shall be subject
to reasonable scheduling and other requirements of Landlord, and Tenant shall
deliver to Landlord certificates of liability, casualty and workmen’s
compensation insurance prior to having any such access.


 


5.             Electricity. The Lease currently allows Tenant to use
up to 6,755 rentable square feet of Premises area on the second floor of the
Building for computer laboratory uses. As provided below, Landlord is willing
to provide up to eighty (80) watts of electric service to that portion of the
Premises (whether or not on the second floor of the Building) used by Tenant
for computed laboratory space, up to a maximum of 6,755 rentable square feet.
Subject to compliance with the terms and conditions of the Lease (as amended
hereby, and including without limitation approval of plans and specifications),
Landlord further consents to an increase in size of the Tenant’s computer
laboratory over 6,755 rentable square feet. Tenant agrees that any work
necessary to furnish increased quantities of electric power to portions of the
Building other than the existing second floor computer laboratory space shall
be performed and paid for by Tenant. Therefore, from and after the Effective
Date, the second paragraph of Section 4.4 of the Lease shall be amended by
deleting the first sentence in its entirety and substituting the following
therefor:


 


“Tenant covenants and agrees that its use
of electric current (including without limitation the electric current
necessary for any supplemental


 


4





















 


HVAC at the Premises) shall not exceed 6.0
watts per rentable square foot of floor area of the Premises; provided, that in any portion of the
Premises that Tenant is using as computer laboratory space, such use of
electric current shall not exceed 80.0 watts per rentable square foot of floor
area so used, and that Tenant’s total connected lighting load will in no event
exceed the maximum load from time to time permitted by applicable governmental
regulations. Landlord shall bear the cost of providing up to 80.0 watts of
electric current for up to 6,755 rentable square feet, and Tenant shall bear
any remaining costs of providing electric current to computer laboratory space.”


 


6.             Right
of First Offer. From and
after the Amendment Date, Exhibit G (Right of First Offer) to the
Lease is hereby deleted in its entirety and replaced by Exhibit G-l
attached hereto and incorporated herein.


 


7.             Options
to Extend. From and after
the Amendment Date, Exhibit E (Extension Option) to the Lease is hereby
amended by:


 


(a)   In the first and second sentences thereof, deleting “one (1) additional
period of five (5) years (“Extension Term”). The” and substituting such
language with “up to two (2) extended terms of five (5) years each
(each, an “Extension Term”). Each”;


 


(b)   In the second sentence thereof, deleting “initial Term of approximately
five (5) year and seven (7) month Term (the “Original Term”) and
substituting such language with “then current Term”;


 


(c)   In the first proviso contained in the second sentence thereof,
inserting “(an “Extension Notice”)” immediately after “Tenant’s exercise of
such option;”


 


(d)   Deleting the fourth sentence thereto, which begins “Prior to the
exercise by Tenant...”, in its entirety; and


 


(e)   In the fifth sentence thereto, deleting “, except that there shall be
no further extension terms”.


 


There shall be no further option or right
to extend the Term of the Lease beyond the second Extension Term described
above.


 


8.             Signage. Section 5.1.7 of the Lease is hereby
amended by adding the following at the end of such section: “In addition, so
long as the Tenant named herein or a Permitted Affiliate continues to actually
occupy the entire Premises, and this Lease remains in full force and effect and
no Event of Default on the part of Tenant exists, Landlord shall include Tenant’s
name in any interior or exterior directory sign(s) showing the names of other
tenants in the Building. The initial signage shall be furnished by Landlord at
its cost, but any change or replacement requested by Tenant shall be at Tenant’s
cost. If and


 


5





















 


as long as the Tenant named herein (or a
successor entity, but not an assignee or sublessee) (i) actually occupies
at least 80,000 rentable square feet of space in the Building, and (ii) occupies
more than one-half (1/2) of the
rentable space in either the 45 Hayden Avenue portion or the 55 Hayden Avenue
portion of the Building, and so long as this Lease remains in full force and
effect and no Event of Default on the part of Tenant exists, upon the request
of Tenant, Landlord shall apply for, and use commercially reasonable efforts to
obtain, the necessary governmental permits and approvals to install an outside “monument”
sign on which Tenant’s name (and no others) shall be displayed. Upon receipt of
necessary permits and approvals, Landlord shall install (at its expense) such
monument sign in a location near the west entrance to the Building, and the
exact size, location and design shall be subject to Landlord’s reasonable
approval.”


 


9.             Parking. From and after the Effective Date, Section 10.19
of the Lease shall be amended by, in the first sentence thereto:


 


(a)           Replacing
“forty-seven (47)” with “one hundred and forty-one (141)”; and


 


(b)           Replacing
“15,475” with “46,928”.


 


10            Brokers. Tenant covenants, represents and warrants
to Landlord that Tenant has had no dealings or communications with any broker
or agent (other than Grubb & Ellis Company and Richards Barry Joyce &
Partners) in connection with this Amendment, and Tenant covenants and agrees to
pay, hold harmless and indemnify the Landlord from and against any and all
cost, expense (including reasonable attorneys’ fees) or liability for any
compensation, commission or charges to any broker or agent (other than the
foregoing named brokers) claiming through the Tenant with respect hereto.


 


11.           Exhibits. Effective from and after the Amendment
Date, Exhibit A-l attached hereto is hereby substituted for Exhibit A
to the Lease, and Exhibit G-l attached hereto is hereby substituted
for Exhibit G to the Lease. All references in the Lease to Exhibit A
shall be replaced by references to Exhibit A-l, and all
references in the Lease to Exhibit G shall be replace by references to Exhibit G-l.


 


12.           Successors. This Amendment shall be binding upon and inure
to the benefit of the parties hereto and their perspective successors and
assigns, subject to the provisions of the Lease regarding assignment or other
transfers of each party’s rights under the Lease.


 


13.           Authority. Each party represents and warrants to the
other that each person executing this Amendment on behalf of such party has the
authority to do so and that such execution has fully obligated and bound such
party to all terms and provisions of this Amendment.


 


14.           No
Further Amendment. It is
understood and agreed that all other conditions and terms contained in the
Lease not herein specifically amended shall remain unmodified


 


6





















 


and in full force and effect, and the
Lease, as modified by this Amendment, is hereby ratified and confirmed.


 


15.           Tenant
Representations. As a
material inducement to Landlord entering into this Agreement, Tenant represents
and certifies to Landlord that as of the date hereof: (i) the Lease, as
modified hereby, contains the entire agreement between the parties hereto relating
to the Premises and that, except for that certain Amended and Restated Declaration
of Covenants and Easements between the Landlord’s predecessor in title with respect
to the Building and Tenant, as amended to date (the “Declaration”) there are no
other agreements between the parties relating to the Premises, the Building or
the Lease which are not contained or referred to herein or in the Lease, (ii) to
the best of Tenant’s knowledge, Landlord is not in default (continuing beyond
the expiration of any applicable notice or grace periods) in any respect in any
of the terms, covenants and conditions of the Lease; (iii) Tenant has no
existing setoffs, counterclaims or defenses against Landlord under the Lease; (iv) Tenant
has not assigned or pledged its leasehold interest under the Lease, or sublet
or licensed or granted any other occupancy rights with respect to any or all of
the Premises; (v) no consent or approval of any third party or parties is
required in order for Tenant to enter into and be bound by this Amendment; and (vi) Tenant
is not, and the performance by Tenant of its obligations hereunder shall not render
Tenant, insolvent within the meaning of the United States Bankruptcy Code, the Internal
Revenue Code or any other applicable law, code or regulation.


 


16.           Landlord
Representations. As a
material inducement to Tenant entering into this Agreement, Landlord represents
and certifies to Tenant that as of the date hereof: (i) the Lease, as
modified hereby, contains the entire agreement between the parties hereto relating
to the Premises and that, except for the Declaration, there are no other agreements
between the parties relating to the Premises, the Building or the Lease which are
not contained or referred to herein or in the Lease, (ii) to the best of
Landlord’s knowledge, there exists no Event of Default on the part of Tenant in
any respect in any of the terms, covenants and conditions of the Lease; and (iii) no
consent or approval of any third party or parties is required in order for
Landlord to enter into and be bound by this Amendment.


 


17.           Governing
Law. The Lease, this
Amendment and the rights and obligations of both parties thereunder and hereunder
shall be governed by the laws of The Commonwealth of Massachusetts.


 


18.           Counterparts. This Amendment may be executed in
counterparts, each of which shall be an original and all of which counterparts
taken together shall constitute one and the same instrument.


 


[Text Ends Here]


 


7





















 


IN WITNESS WHEREOF, the undersigned have
hereunto se their hands and seals as of the date first above written.


 


	
   

  	
  LANDLORD

  
	
   

  	
   

  
	
   

  	
  The Realty Associates Fund VI, L.P.,

  
	
   

  	
  a Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Realty Associates Fund VI LLC,

  
	
   

  	
   

  	
  a Massachusetts limited liability company,

  
	
   

  	
   

  	
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Realty Associates Advisors LLC, a Delaware

  
	
   

  	
   

  	
  limited liability company, Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Realty Associates Advisors Trust, a

  
	
   

  	
   

  	
   

  	
  Massachusetts business trust, sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Heather L. Hohenthal

  	
   

  
	
   

  	
   

  	
  Name:  Heather L. Hohenthal

  
	
   

  	
   

  	
  Title:

  	
  Heather L. Hohenthal

  	
   

  
	
   

  	
   

  	
   

  	
  Partner

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Realty Associates Fund VI Texas Corporation,

  
	
   

  	
   

  	
  a Texas corporation, general partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Heather L. Hohenthal

  	
   

  
	
   

  	
   

  	
  Name:  Heather L. Hohenthal

  
	
   

  	
   

  	
  Title:

  	
  Heather L. Hohenthal

  	
   

  
	
   

  	
   

  	
   

  	
  Partner

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  CUBIST PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David W. J. McGirr

  	
   

  
	
   

  	
  Name:

  	
  David W. J. McGirr

  
	
   

  	
  Title:

  	
  SVP CFO

  
										



 


8





















 


Exhibit A-1


 





 


	
  FOURTH FLOOR

  	
   

  
	
  55 Hayden Avenue

  	
  EXHIBIT A-1

  
	
  Waltham, MA

  	
  PREMISES

  



 


9





















 





 


	
  SECOND FLOOR

  	
   

  
	
  55 Hayden Avenue

  	
  EXHIBIT A-1

  
	
  Waltham, MA

  	
  PREMISES

  



 


10





















 


EXHIBIT G-l


 


RIGHT OF FIRST OFFER


 


Provided the original Tenant named herein
or a Permitted Affiliate is itself occupying the entire Premises at the time of
giving its notice to accept its offer and at the time of delivery of any
applicable First Offer Space (as herein defined) to Tenant, Tenant shall have a
one time right of first offer for each and every space in the Building other
than the Premises which may now or hereafter may become vacant and available
(each such space, a “First Offer Space”).
This one time right and option
on each First Offer Space to so expand the Premises shall be personal to the
Tenant executing this Lease and such right and option may not be assigned or
transferred to any other party or entity. Landlord, by written notice (“First Offer Notice”), shall advise Tenant of the availability of
any of the First Offer Space. Landlord may deliver the First Offer Notice at
any time that Landlord determines the expected availability of any portion of
the First Offer Space, provided that no First Offer
Notice shall be delivered earlier than twelve (12) months prior to the expected
date of availability of the First Offer Space.


 


Landlord’s First Offer Notice shall advise
Tenant of the rental rate, required security deposit and other terms upon which
it is willing to lease the noticed First Offer Space on the open market, which
terms shall be commercially reasonable. If Tenant does not accept Landlord’s
offer for such First Offer Space as required hereunder, then for the period of
twelve (12) months after the date of the First Offer Notice, Landlord may not
enter into a lease for such First Offer Space pursuant to which there is a
reduction of monetary terms of more than ten percent (10%) from the annual rent
set forth in the First Offer Notice without again having to offer such First
Offer Space to Tenant. In the event that during such twelve (12) month period,
Landlord receives a third party offer for such First Offer Space pursuant to
which there is a reduction of monetary terms of more than ten percent (10%)
from the annual rent set forth in the First Offer Notice, then Landlord shall
provide Tenant a notice of such terms (a “Second Offer Notice”) and Tenant shall have ten (10) days after receipt of such Second
Offer Notice within which to deliver acceptance of such offer. If Tenant fails
to accept such new offer as set forth in the Second Offer Notice within such 10-day
period, Tenant shall have waived such offer set forth in the Second Offer
Notice, time being of the essence, and Landlord shall be free to rent the
applicable First Offer Space on the terms set forth in such Second Offer Notice
or on any greater monetary terms than the terms set forth in said Second Offer
Notice. In any event, after such twelve (12) month period, Landlord shall be free
to lease the applicable First Offer Space to any party on any terms. Landlord,
at its election, may increase the Security Deposit hereunder upon Tenant’s
acceptance of any First Offer Space, provided
that such increase is reasonably related to the rent attributable to
such First Offer Space.


 


Tenant shall have fifteen (15) business
days after receipt of any First Offer Notice within which to deliver written
acceptance of such offer to Landlord. If an event of material default, or event
which with the giving of notice or the passage of time, or both, would
constitute a material default, exists at the time Tenant accepts such offer or
at the time of delivery of any portion of the First Offer Space to Tenant,
Tenant’s exercise of such offer shall, at the option of Landlord, be null and
void and of no further force and effect. In the event Tenant exercises its
right to any First Offer Space so offered by Landlord, Landlord and Tenant
hereby agree to amend those provisions of this Lease which are affected by the
exercise of such right. If Tenant shall fail to give timely written notice of
the acceptance of any offer for any First Offer Space, Tenant shall


 


11





















 


have waived such offer for the remainder of the Term for such First
Offer Space only, time being of the essence of the foregoing provisions. After
tenant takes possession of any portion of the First Offer Space, the term “Premises,”
as used in this Lease, shall be deemed to refer to and include the First Offer
Space so accepted. Tenant’s rights hereunder are subordinate to the existing
rights, in place as of the Amendment Date, with existing tenants in the
Building, which are set forth below. Notwithstanding the foregoing, Tenant
acknowledges that Landlord is currently negotiating with First Consulting Group
for an extension of its existing lease of 3,089 square feet on the 2nd
floor of the 45 Hayden Avenue portion of the Building (the “FCG Space”) (and
perhaps for an option to further extend the term), and Tenant agrees that its
rights under this Exhibit G-l shall be subordinate to any such extension
(and option to further extend) of the First Consulting Group lease of the FCG
Space only.


 


12





















 


RIGHTS OF EXISTING BUILDING TENANTS


 


	
  Celerant

  	
  Option to Extend

  
	
  8,017
  sf – 2nd Fl (45)

  Expiration 8/31/07

  	
  One
  5 year term (thru August 31, 2012); 12 mos. notice prior to expiration
  of current term required

  
	
   

  	
   

  
	
  Summit Mortgage

  	
  Option to Extend

  
	
  2,805
  sf – 2nd Fl (45)

  	
  One
  5 year term (thru February 28, 2014); 9 mos. notice prior to expiration
  of current term required

  
	
  Expiration
  2/28/09

  	
   

  
	
   

  	
   

  
	
  Comet Learning

  	
  Option to Extend

  
	
  6,150
  sf – 2nd Fl (55)

  	
  One
  1 year term (thru November 30, 2007); 9 mos. notice prior to expiration
  of current term required

  
	
  Expiration
  11/30/06

  	
   

  
	
   

  	
   

  
	
  Motorola

  	
  Option to Extend

  
	
  25,405
  sf – 2nd Fl (45)

  30,019 sf – 3rd Fl (55)

  Expiration
  4/30/07

  	
  One
  3 year term (thru April 30, 2010); 9 mos. notice prior to expiration of
  current term required

  
	
   

  	
   

  
	
  Goodrich, LLC

  	
  Option to Extend

  
	
  10,495
  sf – 3rd Fl (55)

  Expiration 11/30/09

  	
  One
  7 year term (thru November 30, 2016); 12 mos. notice prior to expiration
  of current term required

  
	
   

  	
   

  
	
  Aon Consulting

  	
  Option to Extend

  
	
  5,528
  sf – 2nd Fl (45)

  Expiration 7/31/06

  	
  One
  5 year term (thru July 31, 2011); 12 mos. notice prior to expiration of
  current term required

  
	
   

  	
   

  
	
  Spaulding and Slye

  	
  Option to Extend

  
	
  14,092
  sf – 2nd Fl (55)

  Expiration 3/31/15

  	
  Two
  extension of 5 year terms (thru March 31, 2020 and March 31, 2025,
  respectively); each on 9 mos. notice prior to expiration of current term
  required

  
	
   

  	
   

  
	
  Spaulding and Slye

  	
  First Right to Lease

  
	
   

  	
  During
  the term of Spaulding and Slye’s lease to the 14,092 sf on the 2nd
  floor of the 55 Hayden Avenue portion of the Building, Spaulding and Slye
  holds a first right to lease the following spaces in the Building:

   

  •      8,017 sf – 2nd Fl (45) (Celerant
  space)

  •      2,805 sf – 2nd Fl (45) (Summit
  Mortgage space)

  •      6,150 sf – 2nd Fl (55) (Comet
  Learning space)

  •      5,528 sf – 2nd Fl (45) (Aon
  Consulting space)

  •      3,089 sf – 2nd Fl (45) (FCG
  space)

   

  Spaulding and Slye must respond to the Landlord’s notice of any such
  space becoming available within 14 days of such notice.  

  



 


13





















 


Schedule I


 


SCHEDULE I




ANNUAL RENT


 


(a)           For the period from the Effective Date
through July 31, 2009:


 


The sum of (i) as to the Original Premises:


 


	
  RENTAL PERIOD

  	
   

  	
  TOTAL ANNUAL RENT

  	
   

  	
  MONTHLY PAYMENT

  	
   

  	
  RENTAL RATE/SF

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5/1/06 – 1/31/07

  	
   

  	
  $

  	
  371,400.00

  	
   

  	
  $

  	
  30,950.00

  	
   

  	
  $

  	
  24.00

  	
   

  
	
  2/1/07 – 1/31/08

  	
   

  	
  $

  	
  386,875.00

  	
   

  	
  $

  	
  32,238.58

  	
   

  	
  $

  	
  25.00

  	
   

  
	
  2/1/08 – 7/31/09

  	
   

  	
  $

  	
  402,350.00

  	
   

  	
  $

  	
  33,529.17

  	
   

  	
  $

  	
  26.00

  	
   

  



 


plus (ii) as to the New Premises:


 


	
  RENTAL PERIOD

  	
   

  	
  TOTAL ANNUAL RENT

  	
   

  	
  MONTHLY PAYMENT

  	
   

  	
  RENTAL RATE/SF

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5/1/06 – 4/30/07

  	
   

  	
  $

  	
  723,419.00

  	
   

  	
  $

  	
  60,284.92

  	
   

  	
  $

  	
  23.00

  	
   

  
	
  5/1/07 – 4/30/08

  	
   

  	
  $

  	
  739,145.50

  	
   

  	
  $

  	
  61,595.46

  	
   

  	
  $

  	
  23.50

  	
   

  
	
  5/1/08 – 4/30/09

  	
   

  	
  $

  	
  754,872.00

  	
   

  	
  $

  	
  62,906.00

  	
   

  	
  $

  	
  24.00

  	
   

  
	
  5/1/09 – 7/31/09

  	
   

  	
  $

  	
  794,188.25

  	
   

  	
  $

  	
  66,182.35

  	
   

  	
  $

  	
  25.25

  	
   

  



 


(b)           For the period after July 31, 2009:


 


	
  RENTAL PERIOD

  	
   

  	
  TOTAL ANNUAL RENT

  	
   

  	
  MONTHLY PAYMENT

  	
   

  	
  RENTAL RATE/SF

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8/1/09 – 4/30/10

  	
   

  	
  $

  	
  1,184,932.00

  	
   

  	
  $

  	
  98,744.33

  	
   

  	
  $

  	
  25.25

  	
   

  
	
  5/1/10 – 4/30/11

  	
   

  	
  $

  	
  1,208,396.00

  	
   

  	
  $

  	
  100,699.67

  	
   

  	
  $

  	
  25.75

  	
   

  
	
  5/1/11 – 4/30/12

  	
   

  	
  $

  	
  1,231,860.00

  	
   

  	
  $

  	
  102,655.00

  	
   

  	
  $

  	
  26.25

  	
   

  
	
  5/1/12 – 4/30/13

  	
   

  	
  $

  	
  1,267,056.00

  	
   

  	
  $

  	
  105,588.00

  	
   

  	
  $

  	
  27.00

  	
   

  
	
  5/1/13 – 4/30/14

  	
   

  	
  $

  	
  1,325,716.00

  	
   

  	
  $

  	
  110,476.33

  	
   

  	
  $

  	
  28.25

  	
   

  
	
  5/1/14 – 4/30/15

  	
   

  	
  $

  	
  1,384,376.00

  	
   

  	
  $

  	
  115,364.67

  	
   

  	
  $

  	
  29.50

  	
   

  
	
  5/1/15 – 4/30/16

  	
   

  	
  $

  	
  1,419,572.00

  	
   

  	
  $

  	
  118,297.67

  	
   

  	
  $

  	
  30.25

  	
   

  



 


14