Exhibit 10.7

 



CUMMINGS   PROPERTIES, LLC STANDARD FORM COMMERCIAL LEASE Cummings Properties, LLC   ("LESSOR") hereby leases to Amanda Lane, Weston, MA 02493   ("LESSEE"),the following premises, (1nc1ud1nq 12.9\ common area) at   18 Commerce Way, Suite 4800, approximately 3 1941 square feet Woburn, MA   01801 ("premlses1, lor a term of commencing at noon on Apr11 1 , 2016 30   2021 and currently scheduled to terminate at noon on unless sooner termila!ed   or extended as herenIJ'(Mded. LESSOR and LESSEE oow oownant ardag;ee that the   lob.vi'lg terms, cordtions, cownants, and obl'gatbns f'terms'1shal govern   this lease. 1. RENT. LESSEE shall pay LESSOR base rentol eighty two thousand   five hundred sixty three (82,563) U.S.dollars per year,drawn on a U.S.bank, Inmonthly   Installments of $ 6 ,880• 25 on or before the first day of each calendar   month, without offset or deduction. One monthly rentalpayment,plus an   appropriate fraction of a monthly payment for any portion of a month at the   commencement of the lease term, shall be made upon LESSEE's execuUon of tillS   lease. Allpayments shallbemade to LESSOR at 200 West Cummings   Park,Woburn,Massachusetts 01801, or at such olher place designated In writing   by LESSOR. II the "Cost of Uving" has Increased as shown by the Consumer   Price Index (Boston, Massachusetts, all items, all urban   consumers),U.S.Bureau of Labor Statistics (then base rent due during each   calendar year of this lease and all extensions thereof shall be adjusted in   proportion to any Increase In the Index.The base month from which to   determine the amount of each increase shall be January 2016 • which figure   shall be compared wilh the fiQUre lor November calendar year commencing each   January 1. 2016 and each November thereafter to determine the Increase (if   any) in base rent to be paid during the following 8 0 , dfawn on a   U.S.bank,upon LESSEE's execution 2. SECURITY DEPOSn: LESSEE shall pay LESSOR   asecurity deposit of$ '· of this lease,which shallbe held as security for   LESSEE's performance herein and refunded(o LESSEE w hout Interest at the end   of this lease, subject to LESSEE's satisfactory compliance with the terms   hereof. LESSEE shall not apply the security deposit to any payment due under   this lease. In the event of any breach al this lease by LESSEE, however, LESSOR   may apply the security deposit first to any outstanding Invoice or other   payment due to LESSOR, and then to outstanding rent, in which event LESSEE   shall fully restore said deposit forthwith. LESSEE's failure to remit or   restore the security deposit shall constitute a substantial lease default.   LESSEE falls to pay the security deposit and the initial rental payment as   and when required herein, LESSEE agrees that LESSOR may at its sole option,   declare this lease null and veld for failure of consideration. REAL ESTATE TAX   INCREASES. LESSEE shall pay LESSOR as additional rent proportionate share   (based on square footage leased by LESSEE as compared with the total leasable   square footage of the building(s) of which the premises are a part of (i) all   Increases In the real estate taxes levied against the land and building   ("property"), whether such increase(s) !Ware due to an Increase In   the tax rate or assessment, or a change in the method of determining real   estate taxes, and (ii) all real property surcharges and special assessments   levied against the property. The base from which to determine the amount of   ant Increase in taxes shall be the rate and the assessment in effect for the   fiscal year ending June net of abatements, any. 5. LESSOR shall provide   equipment per LESSOR's building standards to heat the premises In season and   to cool all office areas between May t and November 1. LESSEE shall pay all   charges for utilities used on !he premises, including electricity,   telecommunications, gas, oil, water, and sewer, and shall use whichever   utility service provider LESSOR designates. LESSEE shall also pay LESSOR a   proportionate share of any other lees and charges relating in any way to   unity use at the building, Including charges for routine maintenance of any   on-site septic system. LESSEE shall pay the utility provider or LESSOR as   applicable, for all such charges as determined by separate meters serving the   premises and/or as a proportionate share if not separately metered. 6.   COMPUANCE WITH LAWS. LESSEE and LESSEE·s employees, agents, affiliates, callers,   contractors, visitors, and invitees ("LESSEE parties) shall not use the   premises In any way that may be unlawful, improper, noisy, offensive, harmful,   or contrary to any applicable statute, regulation, ordinance, or by law.   LESSEE parties shall fully comply with applicable statutes, regulations,   ordinances, and bylaws related to or arising out of their use and occupancy   of the premises and any allowed alterations herein, including without   limitation, maintaining Worker's Compensation Insurance and obtaining all   licenses, permits, and approvals necessary for LESSEE's use and occupancy of   the premises. 7. FIRE, CASUALTY, EMINENT DOMAIN. Should a substantial portion   of the premises, or of the property of which the premises are a part be   substantially damaged by fire or casualty, or be taken by eminent domain,   LESSOR may elect to terminate this lease. When such an event is not caused or   contributed to by LESSEE parties and renders the building uninhabitable, a   proportionate abatement of rent shall be made, and LESSEE may elect to   terminate this lease upon 30 days' prior written notice If:(a) LESSOR fails   to give written notice within 30 days after said event of its to restore the   premises; or (b) LESSOR to restore the premises, using building standard   finishes, to a condition substantially suitable for the use described above   within 90 days after said event. LESSOR reserves all rights for damages or   Injury to the premises for any taking by eminent domain, except for damage to   LESSEE's property or equipment. B. FIRE INSURANCE. LESSEE parties shall not   use of the premises which will adversely affect or make voidable any   insurance an the property, or the contents of the building, or which shall be   contrary to any law, regulation, or recommendation made by the Insurance   Services Office (or successor organization), state fire prevention agency.   Local fire department, LESSOR's insurer, or any similar entity. LESSEE shall   not vacate the premises or permit same lo be unoccupied other than during   LESSEE's customary non-business days or hours, or cause or allow the   utilities serving the premises to be terminated. 9. SIGNS. LESSOR may, at its   expense, identify LESSEE's occupancy of the premises a building standard sign   at the main entry to the premises and, if applicable, on the building's   directory. LESSEE shall obtain LESSOR's prior written consent before erecting   any sign(s), and shall erect and maintain any such sign(s) in accordance with   LESSOR's building standards for style, size, wording, design, location, etc.,   now or hereafter made by LESSOR . LESSOR may, at LESSEE's expense, remove and   dispose of any sign(s) not properly approved, erected, or maintained. LESSOR   LESSEE 


    




 










I 10.   MAINTENANCE. Except as otherwise provided below, LESSOR with maintain the   structure, root, landscaping, common areas, and bonding standard heating and   cooling equipment, sprinklers, doors, plumbing, and electrical wiring at the   premises, but specifically excluding damage caused by the careless,   malicious, or - negligent acts of LESSEE parties or others, and corrosion and   chemical or walker damage from any source. LESSEE agrees to maintain at its   expense all other aspects - other premises In the same condition as they are   When delivered to LESSEE or as they may be put in during the lease term,   nominal wear and tear only excepted, and whenever necessary, to replace right   bulbs and glass, acknowledging that the premises are now in good order.   LESSEE shall properly control and vent all chemicals, radioactive materials, moisture,   smoke, odors, and other materials that may be harmful, and shall not cause   the area surrounding the premises or any other common area to be In anything   other than a neat and dean condition, and shall appropriately dispose of all   waste. LESSEE shall be solely responsible for any damage to any equipment   sensing the premises or the building which relates to or arises out of the   storage, discharge, or use of any substance by LESSEE. LESSEE shall not permit   the premises to be overloaded, damaged, stripped, or defaced, nor suffer any   waste, and will not bring or keep animals therein. II the premises include   any wooden mezzanine-type space, the Hoor capacity of such space is suitable   only for light or storage use. LESSEE will protect any flooring with chair   pads under any rolling chairs and shall maintain sufficient heat to prevent   freezing of pipes or other damage. healing, ventilating, air conditioning,   plumbing, and electrical equipment serving areas or the premises used for any   purpose other than general office or warehouse, and any installation or   maintenance of any non·building standard leasehold improvements or equipment   which is associated with some specific aspect of LESSEE's use, whether   installed by LESSOR, LESSEE or a prior occupant, shall be LESSEE's sole   responsibility and at LESSEE's expense. All maintenance and other by LESSOR   shall occur during LESSOR's normal business hours. 11. ASSIGNMENT OR   SUBLEASE. Provided LESSEE is not In default of any term hereof, LESSEE may   assign this lease or sublet or allow another entity or individual to use or   occupy all part of the premises, but only with LESSOR's prior written consent   In each instance. LESSEE shall not assign this lease or sublet any part of the   premises to any other current or prospective tenant of LESSOR, or any affiliate   of such current or prospective tenant. As a condition to any assignment or   sublease, a security deposit Increase shall be paid to and held by LESSOR. If   LESSEE notifies LESSOR or its desire to assign this lease or sublet, LESSOR   may elect to terminate this lease, at an effective date to be determined by   LESSOR, upon notice to LESSEE. Notwithstanding LESSOR's consent to any   assignment or sublease, LESSEE and GUARANTOR shall remain able for the payment   of ail rent and for the lull performance of all terms of this lease and   amendments and extensions thereto. 12. ALTERATIONS. LESSEE par1ies shallnot   make structuralanerations,additions,or improvements of any klrd to!he   premises,but LESSEE may make nonsiiUcturai anerations, adcfltions, or   Improvements with LESSOR's prior written consent ("allowed alterationsj.   All allowed alterations shall be at LESSEE's expense and shall conform with   LESSOR's building standards and construction specif cations or will be subjed   to restoration charges. If LESSOR or its agents provlde(s) any services or   maintenance in connection with allowed alterations and/or the review thereof,   LESSEE will promptly pay any fusllnvoice(s).LESSEE shall obtain, prior to the   commenoernent of any work,a lien waiver from any conlractor(s) performing   work at the premises. LESSEE shallnot permit mechanics' liens or similar   liens to remain upon the premises In connection with any work. performed or   claimed to have been performed at the direction of LESSEE and shaH cause any   such lien to be released or removed forthwith without cost to LESSOR.   Allallowed anerations shallbecome part or the premises and the property of   LESSOR. LESSOR shallhave the right at any time to make adcillons to   thebuiidlng,to change the arrangement of parking areas,stairs,or walkways,or   otherwise to aner common areas or the exterior of the building. LESSEE   shalmoveits furniture,furnishings,equipment,Inventory,and other property as   required by LESSOR to enable LESSOR to carry out the above-described work.   13. LESSOR'S ACCESS. LESSOR,its agents or designees may at any reasonable   time enter to view the premises;to show the premises to others;to make   repairs and alterations as LESSOR, its agents, or designees should elect to   do for the premises, the common areas, or any other portions olthe building;   and without creating any obligation or liability for LESSOR,but at LESSEE's   expense, to perform work which LESSEE Is required but has failed to do. 14. SHOW   REMOVAL The plowing of snow from all driveways and unobstructed parking areas   shall be at the sole expense of LESSOR. The control of snow and ice on all   walkways, stairs. and loading areas serving the premises and all other areas   not readily accessible to plows shall be the sole responsibility ol   "t:EBBEE. Notwithstanding the foregoing,LESSEE shall holdLESSOR and   OWNER harmless from any and ailclaims by LESSEE parties lor personalinfuries   and/or property damage resulting in any way from snow or Ice on any area   serving the·premises. *LESSOR 15. ACCESS AND PARKING. LESSEE parties may   wHhout additional charge use parking spaces provided lor the building In   common with others. The number of spaces used by LESSEE partles, which shall   be presumed to equal the number of persons present at the premises, shall not   at any Ume exceed LESSEE's proportionate share of the totalspaces lor the   building. No unaltended parking (I.e., parking where the driver of a vehicle   is not readily available at the premises to relocate said vehicle) Wtllbe   permitted between 7:00 PM and 7:00AM without LESSOR'sprior written   approval,and any such allowed parking shall be permilted only in designated   overnight parking areas. Unregistered or disabled vehicles or trailers olany   type may not be parked at any time. LESSOR may tow,at LESSEE's sole risk and   expense,any mlsparked vehiclebelonging to LESSEE parties,at any lime.   LESSEEparties shallnot obstruct any portion olthebuilding or its common   areas. LESSOR may record activities at the building with monitored and/or   unmonilored cameras,however, LESSEE agrees that LESSOR is not in any way   providing any security services lor LESSEE parties and accepts run   responsibility for protecting LESSEE parties and their property. t 6.   LIABILITY.LESSEE shallbe solely responsible as between LESSOR   andLESSEEparties for death or personalInjuries to all persons and/or property   damage, including damage by fire or casualty,arising out of the   use,control,condition,or occupancy olthe premises by LESSEE parties, except   lor death,personal injuries, and/or property damage directly resulting from   the negligence olLESSOR. LESSEE agrees to indemnify and hold hannless LESSOR   and OWNER from any and all liability, including but not limited to costs,   expenses,damages,causes of action, claims, judgments, and attorneys' lees   caused by or in any way arising out of any of the aforesaid matters. All   common areas,including but not limited to any parking areas, driveways,   stairs, loading areas, corridors, roofs, walkways, lobbies, atria,elevators,   communications closets, community conference rooms, and outdoor areas   ("common areas") shallbe considered a part or the premises for   purposes olSections 16 and 17 when they are used by LESSEE parties. 17. INSURANCE   LESSEE shall maintain at its expense acommercial general liability poficy Insuring   LESSEE, LESSOR, and OWNER against all dalms for personal injuries Once death)   and/or property damage arising out of the use, control, condition, or   occupancy of the premises, including any common areas, by LESSEE parties, including   damage by lire or casualty, such policy to Insure LESSEE, LESSOR, and OWNER   against any claim up to $1,000,000 for each occurrence personal injuries   (including death), and $1,000,000 for each occurrence involving property   damage. This Insurance shall be primary to and not contnbutory with any   insurance carried by LESSOR, whose Insurance shall be excess. LESSOR and   OWNER shall be Included in each such policy as additional insureds using ISO   fonn CG 20 26 11 85,  ISO form CG 20   110196 (without exclusions), ISO fonn CG 20 11 04 13 (without exduslons),or   some other form approved in writing by LESSOR, and each such policy shallbe   Issuedby a company or companies satisfactory to LESSOR. Prior to occupancy, LESSEE   shall deliver to LESSOR a copy olsuch policy, together with the declarations   page and all applicable riders and endorsements, showing that such insurance   is in force, and thereafter will deliver, prior to the expiration of any such   porq, notice of renewal of same. In the event any such porqor coverage changes,   a copy of the policy, declarations page,and al applicable riders and endorsements   shall be delivered to LESSOR within 10 days of such change. No policy shall be   cancelled without at least 10 days' prior written notice to each insured.   IILESSEE fails to defiver or maintain such insurance at any time during the   term or this lease, LESSOR may, without further notice to LESSEE, elect to   obtain such Insurance, whereupon LESSEE shall pay LESSOR a reasonable charge   for such insurance, plus LESSOR's administrative expenses. 18. BROKERAGE.   LESSEE warrants and represents that it has dealt with no broker, tenant   representative, or third party in connection with this lease, and agrees to   indemnify LESSOR against all brokerage claims arising out of this lease.   LESSOR warrants and represents that it has employed no exclusive broker or   agent in connection with this tease. If either LESSOR or LESSEE Introduces a   broker, tenant representative, or other third party on its behalf for any   extension, amendment, or other modification of this tease, any fees or   commissions shall be the sole responsibliity of the party engaging such   broker, tenant representative, or third party. 19. SUBORDINATlON. This lease   shall be subject and subordinate to any and an mortgages and other like tnstruments   made at any time hereafter, and LESSEE shall when requested, promptly execute   and deliver such instruments as necessary to show the subordioation of this   lease to said mortgages or other such instruments. LESS OR LESSEE 


    




 










I 20. DEFAULT   AND RENT ACCELERATlON. In the event that (a) any assignment for the benefit   of creditors, trust mortgage,receivership, or other Insolvency proceeding   shallbe made or Institutedwithrespect to LESSEE or LESSEE'sproperty,or (b)   LESSEE shall default inthe observance or performance of any term herein, -   and such default shall not be corrected within 10 days after written notice   thereof, then LESSOR shall have the right thereafter, while such default   continues and without demand or further notice,to re·enter and take   possession of the premises,to declare the term of this lease ended,and/or to   remove LESSEE's effects,without liability, including for trespass or   conversion,and without prejudice to any other remedies. IILESSEE defaults In   the payment olany rent, and any such rental default continues for 10 days   after written notice thereof, and, because both parties agree that nonpayment   of said sums is a substantial breach of this lease, and, because thepayment   of rent inmonthly Installments Is lor the sole benelit and convenience   olLESSEE,then,in addition to any olher remedies,thenet present value of the   entire balance of rent due herein as olthe date of LESSOR's notice,using the   published prime rate then in effect. shall immediately become due and payable   as liquidated damages,since both parties agree that such amount Is a   reasonable esUmale of the actual damages likely to result lrom such breach.   No actions taken by LESSOR under this section shall terminate LESSEE's   obligation to pay rent under this lease,as liquidated damages or otherwise.   Ally sums received by LESSOR from or on behalf olLESSEE may at any lime be   applled by LESSOR in its sole discretion first to any unamortized   Improvements completed for LESSEE's occupancy,then to any unpaid invoice or other   payment due to LESSOR,and then to unpaid rent. LESSEE shall pay allinvoices   within 10 days of the dale of such invoice(s). If any rent and/or other   payment Is not received by LESSOR when due,then LESSEE shallpay LESSOR a   onet·ime late charge for each past due amount equalto one percent of such   overdue amount or $35 (whichever is greater) and interest at the rate ol1B   percent per annum on any past due amounL 21. NOTICE. All notices from LESSOR   to LESSEE under this lease shaD be given In writing and shallbe deemed duly   served when lett at the premises, served by constable,sent by recognized   courier service with a receipt therefor, or malled by certified or registered   mail, return receipt requested, postage prepaid to LESSEE at the premises or   such olher address as LESSEE may designate in writing. Allnotices from LESSEE   to LESSOR under this lease shall be givenin writing and shall be deemed duly   served only when served by constable, or delivered to LESSOR by certined or   registered mail, return receipt requested, postage prepaid. or by recognized   courier service with a receipt therefor, addressed to LESSOR at 200 West   Cummings Park, Woburn,Massachusetts 01801 or to the last address designated   by LESSOR. No oral, facsimile, or elec nic nave any force or effect. Time Is   of the essence In the service of any notice 22. OCCUPANCY.If LESSEE takesof   theto lhe commencement of this EE shaD pertorm aU termsof this lease from the   date possession. LESSOR mayrequire LESSEEs expense to relocate to another   similarpremba\ lAthe !l8fM.AIYRic;ipality a& lila g VRIRt pRiiA!i!lee, 11   LESSEE Is not regularty CICCl.lp')'lng the premises) at any Ume upon written   notice to LESSEE ard on terms comparable to those herein. If any olLESSEE   parties oocuples, controls,or ercumbers any part of the premises without   LESSOR's written permission after the termination of this lease or olhelwisa   beyond the period specified by LESSORInwriting,LESSEEshaA beliable toLESSOR   forany ardallloss,damages,and/orexpensesincurred byLESSOR,Includ' ngconsequentialdamages,andall   terms of this lease shal continue to apply, except that use and occupancy   payments shallbe due In full monthly instalments at a rate which shallbe two   limes the greater of the monthly rent due under this lease lor themmedialely   preceding calendar month or LESSOR's lhen-Q.Irrent published one-year rental   rate for the premises,it beingagreed thai such extended occupancy is a   tenancy at sufferance, solely lor the benefil and convenience of LESSEE, and   of greater rental value.The occupancy, control, or encumbrance of anypart of   thepremisesby any olLESSEEparties beyond noon on the last day of any rental   period shallconstituteOCC\Jpancy lor an entire addtional month, . '\1. and   increasedpayment as provided In this section shallbe immedlal due and payable.   LESSOR's acceptanceof anypayments shaH not alter LESSEE's status as a tenant   I"'\\ at sufferance. .-: .,n.l'll . 1 e.v \ s t Lf Of{ 23. FlE   PREVENTION. LESSEE agrees to usa all reasonable precautions against fire, to   provide and maintain approved, labeled fire extinguishers,emergency lighting   equipment, and exit signs, and to complete all other modifications within the   premises as required or recommended by tile Insurance Services Office (or   successor organization),OSHA,the localfire department, LESSOR's insurer,or   any similar entity. 24. OUlSIDE AREA. Allitems felt or storedby LESSEE Inany   common area without LESSOR's prior writtenconsent shall be deemedabandoned   and may be removed or disposed olby LESSOR at LESSEE's expense without   notice. LESSEE shallmaintain abuilding standard slze dumpster in a location   approvedby LESSOR,which dumpster shall be provided and serviced at LESSEE's   expense by a disposalfirm designated by LESSOR. Alternatively,if a   shareddumpster or compactor is provided by LESSOR,LESSEE shallpay the   disposalfirm or LESSOR,as applicable, LESSEE's share of aU charges associated   therewith. 25. ENVIRONMENT. LESSEE parties shall not interfere In any way   with the use and enjoyment of other portions of the same or neighboring   buildings by others,in LESSOR's discretion,by reason of oclors, smoke,   exhaust, vibrations, noise, moisture, pets, garbage, trash, vermin, pests, or   otherwise, and will at their expense employ aprofessionalservice to eliminate   such Interference If determined necessary by LESSOR.No oil,hazardous   material,or waste shallbe used,stored,disposed of,or allowed to remain at the   premises at any lime without LESSOR's prior written approval,and LESSEE   shallbe solely responsible for,and shallIndemnify and hold harmless LESSOR   and OWNER from, any and all corrosion and other damage in any way associated   with the use, storage,disposal,and/or release of same by LESSEE parties.   LESSEE shall provide and maintain effective devices for preventing damage to   the building and property from deionized water, chemicals, and hazardous   materials that may be used or present at the premises. 26. RESPONSIBIUTY.In   all events,neither LESSOR nor OWNER shallbe liable to anyone lor,nor shalf   LESSEE's obligations under lhls lease be reducedbecause of loss, injury, or   damage caused In any way by the use, leakage, Incursion, discharge, seepage,   flooding, or escape of water or sewage In any form or from any source, or by   the lnterrupUon or cessation of any service rendered customarily to the   premises or building or agreed to by the terms of this lease,by any accident,   the making of repairs, alterations or Improvements, labor diffiCulties,   weather conditions, mechanical breakdowns, trouble or scarcity in obtaining   fuel, electricity, service,or supplies from the sources from which they are   usually obtained, or by any change in any utility or service provider,or by   any cause beyond LESSOR's immediate control. Except as otherwise provided for   in this lease,neither LESSOR nor OWNER nor LESSEE shall be liable lor any special,   incidental, indirect, or consequential damages, including but not limited to   lost profits or loss of business, arising oulof or in any manner connected   with perfo manca or nonperfonnance under this lease, even If any party has   knowledge olthe possibility of such damages. 27. SURRENDER. On or before lhe   tennination of this lease, LESSEE shallremove allof LESSEEparties' goods   andeffects from the premises,and shall deliver to LESSOR exdusive and   unencumbered possession of the premises and all keys ard locks thereto, all   fixtures,equipment,and wor1<staUons of any type <XJmeded therewith,and   all allowed alterations made to or upon the premises, whelher completed by   LESSEE,LESSOR,or others,including but not 6mHed to any offices, window   blinds,lloor coverings, computer floors, plumbing, plumbing fixtures,   heating, ventilating and air conditioning equipment, ductwork, exhaust fans,   chillers, security, surveiHance and flre protection systems,   telecommunications and data wiring, cable trays, telephone systems, racking,   air and gas distribution piping,compressors, cranes,hoists, cabinets,   counters, sheMng, mUiwolk,casewot1<, electrical worll, including but not   limited to lighting fixtures of any type, wiring, conduit, transformers,   generators, distn"bution panels,bus ducts, raceways, receptacles and   discomects,and all lumishings and equipment that have been bo ed. welded,   nailed,screwed, glued, or otherwise attached to any wam, noor, ceifing,   roof,pavement, or ground, or which have been directly wired,dueled, or plumbed   to any portion olarrJ building or system serving the premises. Prior to   surrender, LESSEE shall,at LESSOR's option,remove or properly terminateand   label for futureuse any and allwiring and cal:ilnginstalledandlor usedby   LESSEE. LESSEE shallderiVer the premises broom clean,fully sanitized from   allchemicals or other contaminants, and in at least the same concfrtion as   they were at the commencement olthis lease or any prior lease between the   parties for the premises,or as they were modified during said term with   LESSOR's written consent, reasonable wear and tear only excepted, ard LESSEE   shallbedeemedto be encumberingthe premises unUIit delivers thepremises to   LESSOR at the time and In thecondition req.Jired herein. Arrt and   allproperty,including business records,that remains at the premises upon   termination of this lease shall, at LESSOR's option, be subject to Section 22   above or be deemed abandoned and be cf15posedof as LESSOR seeslit,without   LESSOR beingHableloranylossor damage thereto,andat the sole risk ot   LESSEE.LESSOR may removeand storeany such property at LESSEE's expense;retain   same under LESSOR's control;sellsame without notice at a public or private   sale andapply the net proceeds of such sale to the payment of any sum due   herein;or destroy same. Notwithstanding the delivery of any keys to   LESSOR,Inno case shall the premises be deemed surrendered to LESSOR untilthe   termination date provided herein or such other date as may be specified in a   written agreement between the parties. The parties' rights and obligations   under this section shall survive termination of this lease. LESSEE pK LESSOR


    




 










I 28. GENERAL   (a) The Invalidity or unenforceabilily of any clause or term of this lease   shall not affect or render Invalid or unenforceable any other clause or term   hereol. (b) No consent or waiver,express or implied,by LESSOR to or of any   breach of any obligation of LESSEE Is Intended or shall be construed as a   consent or waiver to or of any other breach of the same or any other   obligation. (c) The terms of this lease shallrun with the land,and this lease   shall be binding upon andinure to the benefit of the parties hereto and their   respective successors and assigns, except that LESSOR and OWNER shallbe   liable for Obligations occurring only while each is lessor or owner of the   premises. (d) This lease is made and delivered in the commonwealth of   Massachusel1s, and shall be Interpreted, construed, and enforced In   accordance with the laws thereat and only in a court therein. Any action or   proceeding arising out of this lease shallbe brought by LESSEE within one   year alter the event giving rise to the claim has occurred. (e) If LESSOR or   OWNER Is a trust,corporation,or other limited liabllity entity,the   obligations olLESSOR shall be binding upon the trust, corporation, or other   entity,but not upon any trustee,officer, director, shareholder, member,   limited partner.or beneficiary individually. (f) LESSOR represents that the   owner of the premises iOWNER") has agreed to be bound by the terms of   this leaseunless LESSEE isin default hereof. (g) If LESSEE is more than one   person, corporallon,other legalentity,partnership,or some combination   thereof,LESSEE's obligations shallbe Joint and several. Unless repugnant to   the context,"LESSOR"and"LESSEE"mean the person or   persons,naturalor coq>orate,named above as LESSOR andas   LESSEErespectively,andtheirrespective heirs, executors,   administrators,successors, and assigns. (h) This lease is the result of   negotiations between parties of equal bargaining strength, and when executed   by both parties shall constitute the entire agreement between the parties,   superseding all prior oral and written agreements, representatrons, and   statements,and LESSEE agrees to keep alinanclat and other terms of this lease   confidential. This leasa may not be amended except by written agreement   signed by aU parties,or as otherwise provided herein,and no oralor written   representation shall have any effect hefeon. (i) Notwithstanding any other   statements herein. LESSOR makes no warranty,express or implied,concerning the   suitability of the premises lor the use described above. 0) II,lor any   reason,LESSOR does not deliver possession of the premises as provided herein,   unless a delay is caused or contributed to In any way by any of LESSEE   patties,the rent,excluding the cost ol any amortized Improvements,shallbe   proportionately abated untO LESSOR delivers possession, and LESSOR shalt use   reasonable efforts to deliver possession at the earliest practical   date.LESSEE agrees that said abatement shallbe LESSEE's sole remedy for any   delay indelivery of possession and that LESSOR shallnot be liable for any   damages to LESSEE for such delay. (k) Neither the submission of this lease   form or any amendment hereof, nor the acceptance of the security deposit   and/or rent shallconstllule a reservation of or option for the premises, or   an oHer to lease,It being expressly understood and agreed that neither this   lease nor any amendment shal bindeither party In any manner whatsoever unless   anduntil it has been executed by both parties. (I} LESSEE shaM not be eniiUed   to exercise any option !n this lease, the attached Rider to Lease,or any   subsequent amendment or extension,or to receive LESSOR's consent as provided   for herein,it LESSEE Is at that timeIndefault of any term hereof. IIthis   lease terminates pursuant to Section 20 above,LESSEE acknowledges and agrees   that this lease may, at LESSOR's election,be reinstated by LESSOR with or   without notice to LESSEE.and LESSOR may require one or more conditions prior   to reinstatement. (m} No resllictlon. condition,or other endorsement by   LESSEE on any payment,nor LESSOR's deposit of any fullor   partialpayment,shallbind LESSOR In any way or limit LESSOR's rights under   this lease. (n} LESSEE shall pay LESSOR for alllegal and administrative fees   and expenses incurred by LESSOR due to any consent requested by LESSEE or in   enforcing any term of this lease. (o) LESSEE will conform to allrules and   regulations now or hereafter made by LESSOR for parking,for the care,use,   ancilor alteration of the building, Its facJiities and approaches, and for   the administration of this lease,and will not permit any of LESSEE parties to   violate this lease or any olits terms. (p) LESSEE's covenants under this   lease shall be Independent of LESSOR's covenants,and LESSOR's failure to   performany oflts covenants under this lease,Includinga covenant constitutinga   significant inducement to LESSEE to enter Into thislease,shalnl ot excuse the   payment of rent or any other charges by LESSEE or allow LESSEE to terminate   this lease. (q) LESSOR,LESSEE.OWNER,and GUARANTOR hereby walve any   andanrights to ajutytrialin any proceeding In any way arising oot of the   subject matter of this lease and/or the guaranty. (r) See attached Rider to   Lease for additional terms. 29. SECURITY AGREEMENT.LESSEE hereby grants   LESSOR a continuing security Interest inaU existing and hereafter acquired   property of LESSEEkepiInany of LESSOR's buildings (excluding LESSEE's   Intellectualproperty,patents and accounts receivable) to secure the performance   of allLESSEE's obligations under this lease or any subsequent lease between   the parties. LESSEE authorizes LESSOR to file a financing agreement or   financing statement andall necessary amendments In connection with this   security Interest. This security agreement shall survive termlnatlon of this   lease, sha• contlnue under any subsequent lease between the parties,and   shallnot negate or replace any continuing security Interest of LESSOR under   any prior lease between the parties. Default In the payment or performance or   any olLESSEE's obligations under this lease or any subsequent lease shall be   a default under this security agreement,and shall enUtle LESSOR to   immediately exercise all of the rights and remedies of a secured party under   the Uniform CommercialCode as adopted In Massachusetts. In the event of   default, LESSEE shall assist and facilitate LESSOR's exercise of Its rights   under thls section. 30. AUTOMATIC LEASE EXTENSIONS.This lease,Including all   terms and escalations,etc.shan be automatically extended for addiUonaJ   successive periods of five years each unless LESSOR or LESSEE serves written   notice, either party to the other,of either party's option to temlinate this   section,whereupon it wtn be of no further force or effect. The time for serving   such written notice shaIbe not more than 12 months or less than six months   prior to the expiration of day ol the then-current lease term. Time Is of the   essence. In R and .L.te:nding to be legally bound, have caused this lease to   be executed this LESSEE: By: Duly authorized Duly authorized Tille GUARANTY .   In consideration of LESSOR making this lease with LESSEE, GUARANTOR hereby   personally and unconditionally guarantees the prompt payment of rent by   LESSEE and the perlormance by LESSEE ol all financial and nonfinancial   obligations arising out of (I) this lease (and an amendments, extensions,   and/or assignments thereof),with respect to the premises herein and any new   premises that may become subject to this lease,and (ii} LESSEE's use and/or   occupancy of any premises managed by LESSOR.The undersigned promises to pay   all expenses, including reasonable legaland administrative fees, incurred by   LESSOR in enforcing this guaranty. LESSOR's consent to any assignments,   subleases.amendments, and extensions by LESSEE or to any compromise or   release of LESSEE's liabifity under this lease, with or without notice to the   undersigned,or LESSOR's failure to notify the undersigned of any default   and/or reinstatement of this lease, shall not relieve GUARANTOR from personalliability.   In witness whereof, the undersigned GUARANTOR, intending to be legally bound,   has caused this guaranty to be executed this day of ,, 20 . Address: Signature   Print name: 2015, Cummings Properties, LLC. All rights reserved. 


    




 










CUMMINGS   PROPERTIES, LLC STANDARD FORM RIDER TO LEASE W11150698-RRL-1 The following   additionalterms are Incorporated into and made a part of the attached lease   and in the event of any conflict between any term of this Rider to Lease and   the attached lease, the terms of this rider shall govern: A. SOUTH ESSEX   SEWERAGE DISTRICT. Wdh respect to leases at Cummings Center and Dunham Road   ilBeverly (only), LESSEE shaH fully comply with an regulations of!he South   Essex Sei.Yefage Dislrld(SESD) now or hereafter in effect, inducling prompt   filing with lESSOR of any doaments required by!he SESD. LESSEE agrees to   indemnify and hold hannless LESSOR andOWNER from anyand allraabirlty arising   out of any noncompraance of LESSEEwilh such regulations. B. ACTMTY AND USE   UMJTATION. Except as provided below,with respect to leases at Cummings Center   in Beverly and leases at 10 and 18 Commerce Wey in Wobum (only), lhe   folloy,ing activities and uses are expressly pJ"Otli)itecJ at the   property of v.i1ich lhe premises are a part: residential uses (except for   facirlies faadult congregatecare or assisted iving, senior housing,rusingheme   uses and other adult residential facilities in certain designated areas of   the property); dlild care, day care, or public or private elementary or secondary   schools; a public park. playground a playing field, or other adivities   hvclving more than casual contact wilh the ground; ruJtivation out-of-doors   of fruits a1d vegetables destined for human <XlnSUmplion; and fishing or   swirnmi'lg In the ponds and other wateJways on or adjacent to!he property. In   addition, implemenlation of a heallh and safety plan is required b"   construction, utirrties maintenance and other intrusive activities which are   likely to involve extensive exposure to or contact with sul::lruface soils at   the property. Notwithstanding the foregoing,residential,school, child   care,day care and children's learning center uses (and associated olislcle   reaeational activities and'or associated playground) are aulhorized in   specific locations at Cummilgs Center and/or 10 and 18Commerce W. As to   CLmTiilgs Center, the Nctice of Activity and Use Umitation dated Apri 26,   1996 was recorded at the Essex (South) Regislry of Deeds at Book 13533,Page   559, and amended on September 2, 1997 (Book 14299, Page 257), June19, 2003   (Book 21871, Page 314}, March 10, 2005 (Book24047, Page 1), August 11,2006   (Book 25994, Page 425), and September17, 2008 (Book 28043, Page 576). As to   10 and 1B Commercew . the Notice ofand Use Limitation dated December 12,1996   was rea:lrded at lhe Mtdclesex (Soulh) Regislry of Deeds at Book 26901, Page   293 and registered with the Middlesex Regislry District of 1he Land Court as   Document No.1231513, and amended on September24, 2002(Book 36592, Page499}and   September19, 2007 (Book 50124, Page578 and Land Court Document No.01454912).   C. CHANGEIN CORPORATE FORM. If LESSEE is a bust, corporation, partnership or   o1her imited liability entiy, LESSEE shaM serve written notice to LESSOR   within 30 days folowing the date LESSEE: (a) changes its legal name, (b)   merges into or consolidates with a third party, (c) files arti:les of entity   conversion, (d) changes its state of organizationfregistration or   domestication,(e) voluntanly or involuntariy aiSSOives or revokes ils   articles oforganization, artides of inoorporation or other charter doaJmenls,   or(f) changes any trustee(s}. D. LESSOR, at LESSOR's cost, shall modify the   premises according to the mutually agreed upon plan attached hereto before or   around March 1, 2016. E. Notwithstanding the commencement date of this lease,   LESSEE may occupy the premises one business day following substantial   completion of the modifications provided for in Paragraph D above and   LESSEE's production of all required insurance. early occupancy period. All   other terms of the lease shall apply throughout any such rent-free, LESSEE:   REPLIMUNE, INC. LESSOR: CUMMINGS PROPERTIES,LLC By: By: Duly authorized Duly   authorized Date: Title:. 


    




 










Note: -All   specialized con truction and/or construction required by code·for LESSEE's   use is available at an addit,ionaJ·expense·to LESSEE. FINAL PLAN   (SIG!-IA'IJ.IRE) *Note: Those CAO dnrwlnga are not as·l1uitt tawlnga and   Cummings PI'Qpett os makes no representation asio tlleir ac:curacy They are   recorded on.or can be tran millecl as.etecttaniC meda. They are thetefl!r•   subject to undetectable alterat on or erasute.either inlent onlllor   unintenlona!.due to,among other causes:transmission.convenlon, media   degnldation, eoi!Ware enor,01 human aUetaflon. Accordinoly,Cummings Properties   ahall not be heldliablelor any claims,losses.damages,or costs arising out of   any such uso of these CAD documents. dimenSions Ate apptOJdmate Lease   Plan  standard construdionunless 7 as   is Unless otherwise a noted. ·Fumlah ngs and equipment are shown Cummings   Properties 3,941 LSF illustrollvo purpoes only No tepreaenlaUonlsmadeastothe   200 West Cummings Park. suitability of this design for 18 use or occupancy