a102leaseamendment






                        140 Kendrick Street                        Needham, Massachusetts                                                      FIFTH AMENDMENT TO LEASE                      (the “FIFTH AMENDMENT”)                                                         Execution Date:  April 10, 2020                                                LANDLORD:                     BP 140 KENDRICK STREET PROPERTY LLC,                               a Delaware limited liability company (successor in                                interest to Original Landlord, as defined below)    TENANT:                       PTC Inc., a Massachusetts corporation (successor in                                interest by merger to Original Tenant, as defined                                below)    LEASE:                        Indenture of Lease dated as of December 14, 1999,                                between Boston Properties Limited Partnership                                (“Original Landlord”) and Parametric Technology                                Corporation (“Original Tenant”)(the “Original                                Lease”), as amended by letter agreement dated                                April 25, 2000, as assigned to BP 140 Kendrick                                Street LLC by Assignment of Lease dated April 25,                                2000, as amended by First Amendment to Lease                                dated September 14, 2000, as assigned to BP 140                                Kendrick Street Property LLC (“Landlord”) by                                Second Assignment of Lease dated June 11, 2001,                                as affected by letter agreement dated September 21,                                2001, as amended by Second Amendment to Lease                                dated November 30, 2001, as affected by letter                                agreement dated as of June 25, 2008, as   amended                                by Third Amendment to Lease dated October 27,                                2010 (the “Third Amendment”), as amended by                                letter agreement dated April 13, 2012, as amended                                by Fourth Amendment to Lease dated July 20,                                2012, and as further affected by Acknowledgment                                of Merger and Change of Name dated February 19,                                2013 and letter agreement dated June 23, 2014,                                Consent to Sublease dated September 3, 2019                                respecting Sublease to C&W Facility Services, Inc.,                                and Consent to Sublease dated October 11, 2019                                respecting Sublease to Chiasma, Inc. (collectively,                                the “Lease”).                                                  -1- 





 






       ORIGINAL LEASE         EXECUTION DATE:               December 14, 1999                           PROPERTY:                     The land in Needham, Massachusetts located on                                       Kendrick Street, as more particularly described on                                       Exhibit A-1 and shown on Exhibit A-2, each                                       attached to the Original Lease, together with all                                       improvements constructed thereon, including,                                       without limitation, three buildings, known as                                       “Building A”, “Building B” and “Building C”                                       (collectively, the “Buildings”), the Garage, and                                       surface parking areas.          SURRENDERED          PREMISES:                     Areas containing approximately 122,797 rentable                                       square feet, in the aggregate, including the entirety                                       of the interior of Building B (“Fifth Amendment                                       Surrendered Tenanted Premises”), and                                       elsewhere in Buildings A and B (“Fifth                                       Amendment Surrendered Common Spaces”),                                       all as shown on Exhibit A attached hereto and                                       incorporated herein.          REMAINING          PREMISES:                     Approximately 197,858 rentable square feet,                                       consisting of 89,758 rentable square feet in                                       Building A, and 108,100 rentable square feet in                                       Building C, all as shown on Exhibit A attached                                       hereto and incorporated herein.          LEASE          EXPIRATION DATE:              November 30, 2022          WHEREAS, Tenant desires to surrender to Landlord the Surrendered Premises, subject to  and in accordance with the terms and provisions contained herein;         WHEREAS, Landlord is willing to accept such surrender upon the terms and conditions  hereinafter set forth and the parties desire to amend the above-referenced Lease as more fully set  forth herein.         NOW, THEREFORE, in consideration of the foregoing and for other consideration, the  receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree that the  above-referenced Lease is hereby further amended as follows:                                           -2- 





 






       1.    TERMINATION OF LEASE IN RESPECT OF SURRENDERED               PREMISES                 A.    The Term of the Lease with respect to the Surrendered Premises shall   terminate as of 11:59 p.m. on May 31, 2020 (the “Effective Reduction Date”).               B.    On or before the Effective Reduction Date, Tenant shall vacate and  surrender the Surrendered Premises to Landlord in the condition in which the Surrendered  Premises are in as of the Execution Date of this Fifth Amendment, reasonable wear and tear, and  damage by fire or other casualty and condemnation, excepted, free and clear of all tenants or  other occupants and broom-clean, with all unaffixed furniture and personal property, and with  respect to Tenant’s security system for the Surrendered Premises, shall turn off all security  panels and card readers in Building B and shall coordinate with Landlord to switch the security  system from Tenant’s control over to Landlord’s control.  Except as hereinafter provided with  respect to the Removed Signage (as defined below), Tenant shall have no obligation to remove  any alterations or leasehold improvements (including, without limitation, cabling or attached  furniture) which exist in the Surrendered Premises as of the Execution Date of this Fifth  Amendment.  Notwithstanding the foregoing, Tenant shall remove all of Tenant’s signage which  exists on the Property and/or in or on any of the Buildings, including any signage installed to  identify Tenant’s Reserved Parking, as such signage is more particularly described and indicated  on Exhibit B attached hereto (the “Removed Signage”), all of which Removed Signage shall be   removed in the manner and as required under the Lease and the respective letter agreements   under which Tenant was granted the rights thereto, including, without limitation, any restoration   obligation described therein (the “Signage Removal Requirement”).  Tenant shall complete the   Signage Removal Requirement on or before September 1, 2020.                C.    As of the Effective Reduction Date:                (1)   The term “Premises”, as defined in the Lease, shall be deemed to mean                     the Remaining Premises(the parties hereby agreeing that, from and after                     the Effective Reduction Date, the Remaining Premises shall constitute the                     “Premises”); and                (2)   The remainder of the Property (other than (x) the Premises and (y) the                     Fifth Amendment Surrendered Tenanted Premises and (z) the                     “Surrendered Tenanted Premises” as defined in the Third Amendment to                     Lease), shall be considered to be Common Areas, and the “Common                     Areas” will include, in addition to the Fifth Amendment Surrendered                     Common Spaces, all “Common Areas” as defined in the Third                     Amendment to Lease.               2.    REVISED ANNUAL FIXED RENT          Effective as of the Effective Reduction Date, the Annual Fixed Rent payable by Tenant to   Landlord, notwithstanding anything contained in the Lease to the contrary, shall be payable in   the following amounts:                                           -3- 





 






            Time Period            Monthly Fixed    Annual Fixed Rent                                         Rent        June 1, 2020 – May 31, 2021   $710,575.08      $8,526,901.00     June 1, 2021 – Lease Expiration Date $379,227.83   $4,550,734.00*         *based on $23.00 per RSF                    3.    LANDLORD’S ACCESS TO PREMISES          Landlord reserves the right, exercisable by itself or its nominee, at any time and from   time to time and without the same constituting an actual or constructive eviction and without   incurring any liability to Tenant therefor or otherwise affecting Tenant's obligations under this   Lease (all except as expressly set forth in this Fifth Amendment), to make such changes,   alterations, additions, improvements, repairs or replacements in or to that portion of the Premises  consisting of level 2 of Building A (or such portion of level 2 as Landlord may elect) in order to  facilitate marketing Building A to future tenants (“Landlord's Marketing Space Work”).  Tenant acknowledges that Landlord’s Marketing Space Work, if any, will be performed in the  Premises during the Term and Tenant hereby grants to Landlord such reasonable access to the  Premises as is necessary for Landlord to complete Landlord’s Marketing Space Work and that,  notwithstanding the performance of such work by Landlord, there shall be no diminution or  abatement of Annual Fixed Rent or Additional Rent or other compensation due from Landlord to  Tenant hereunder, nor shall the Lease be affected or any of the Tenant’s obligations hereunder  reduced, and Landlord shall have no responsibility or liability for any inconvenience or  disruption to Tenant’s business (all except as expressly provided in this Fifth Amendment).  Landlord shall give Tenant at least 30 days advance notice of its commencement of the  Landlord’s Marketing Space Work, including a reasonable description of the project and project  schedule therefor and, thereafter, Landlord shall provide updates of material changes to the  project schedule, as applicable, and in performing such work shall keep Tenant reasonably  informed of anticipated utility shutdowns that would impact the Premises or other closures of  Common Areas that would have a material adverse effect on Tenant’s access to or use of the  Premises. Prior to commencement of Landlord’s Marketing Space Work on-site, Landlord shall  provide a certificate of liability insurance from Landlord’s contractors performing such work  which shall include Tenant as an additional insured (on a primary and non-contributory basis).   Once commenced on-site, Landlord shall proceed with the Landlord’s Marketing Space Work  diligently to completion, subject to delays for fire, casualty and other force majeure events  beyond Landlord’s control and any delays caused by Tenant.          4.    COMMON AREAS         The following shall replace Sections 4A through 4C of the Third Amendment.               A.    Rights to Use Common Areas. Tenant shall have, as appurtenant to the   Premises, the non-exclusive right to use the Common Areas in common with others entitled   thereto, subject to: (i) rules and regulations promulgated by Landlord pursuant to Section 20 of   the Third Amendment, and (ii) Landlord's rights under Sections 4B and 4C hereof.                                           -4- 





 






             B.    Landlord's Reservations. Landlord reserves the right from time to time,   upon reasonable prior notice to Tenant (except no prior notice shall be required in an   emergency), without unreasonable interference with Tenant's access to or use and enjoyment of  the Property and Premises, and without violation of an express term or provision contained in  this Fifth Amendment: (i) to install, use, maintain, repair, replace and relocate for service to the   Premises and other parts of the Property, or either, pipes, ducts, conduits, wires and appurtenant   fixtures, wherever located in the Premises or Property, and (ii) to alter or relocate such common  facilities described in the foregoing clause (i), provided that substitutions are substantially  equivalent or better.  In addition, Landlord reserves for itself (and any tenant or occupant to  whom Landlord may elect to grant rights, in its sole discretion), all rights to install any signage   on or in any Building, Common Area and anywhere on the Property, and any and all rights of   Tenant granted under the Lease or otherwise, to install, erect, modify and/or maintain signage   anywhere on the Property are hereby eliminated. Installations, replacements and relocations   referred to in this Section 4.B. shall be located so far as practicable in the central core area of the   Building, above ceiling surfaces, below floor surfaces or within perimeter walls of the Premises.   In exercising its rights hereunder, Landlord shall use reasonable efforts to minimize interference   with Tenant's access to and use of the Premises for the conduct of business.               C.    Landlord's Right to Change Common Areas.                Notwithstanding the foregoing, Landlord reserves the right, exercisable by itself   or its nominee acting by and through a qualified professional project manager, at any time and   from time to time with reasonable prior  notice (as described below) to Tenant and without the   same constituting an actual or constructive eviction and without incurring any liability to Tenant   therefor or otherwise affecting Tenant's obligations under this Lease (all except as expressly set   forth in this Fifth Amendment), to make such changes, alterations, additions, improvements,   repairs or replacements in or to the Common Areas (including, without limitation, the Fifth   Amendment Surrendered Common Spaces and the Parking Facility) and the fixtures and   equipment thereof, as well as in or to the street entrances, halls, passages, elevators, escalators,  and stairways thereof, as it may deem necessary or desirable, and to change the arrangement  and/or location of entrances or passageways, doors and doorways, and corridors, elevators, stairs,   toilets, or other public parts of the Buildings and the Property (collectively, “Common Area   Work”). Landlord shall give Tenant reasonable advance notice of its commencement of any   Common Area Work which could reasonably be expected to have a material adverse effect on   use of or access to the Premises, including a reasonable description of the project and project   schedule therefor and, thereafter, Landlord shall provide updates of material changes to the   project schedule, as applicable, and in performing such work shall keep Tenant reasonably   informed of anticipated utility shutdowns that would impact use of or access to the Premises or   other closures of Common Areas that would have a material adverse effect on Tenant’s access to   or use of the Premises. Once commenced, Landlord shall proceed with the Common Area Work   diligently to completion, subject to delays for fire, casualty and other force majeure events   beyond Landlord’s control and any delays caused by Tenant.  Nothing contained in this Section   4.C. shall be deemed to relieve Tenant of any duty, obligation or liability of Tenant imposed on   Tenant by the Lease or by reason of Legal Requirements with respect to making any repair,   replacement or improvement or complying with any law, order or requirement of any   governmental or other authority, unless and to the extent that any such violation thereof is caused   by the performance of Common Area Work. Neither this Lease nor any use by Tenant shall give                                           -5- 





 






 Tenant any right or easement for the use of any door in Building B or any passage or any   concourse connecting with any building or to any public convenience, and the use of such doors,   passages and concourses and of such conveniences may be regulated or discontinued at any time   and from time to time by Landlord without notice to Tenant and without affecting the obligation   of Tenant hereunder or incurring any liability to Tenant therefor.  Tenant acknowledges that any   such work may be performed in areas adjacent to the Premises and that, notwithstanding the   performance of such work by Landlord, there shall be no diminution or abatement of Annual  Fixed Rent or Additional Rent or other compensation due from Landlord to Tenant hereunder,  nor shall the Lease be affected or any of the Tenant’s obligations hereunder reduced, and   Landlord shall have no responsibility or liability for any inconvenience or disruption to Tenant’s   business. Sections 19 and 22 of the Third Amendment (and all references in the Lease to the   Cafeteria and the Fitness Center) are hereby deleted and Landlord shall have no further   obligation with respect thereto, provided, however, that (i) the parties acknowledge and agree   that the costs of the maintenance, repairs and replacements (subject to amortization of any capital   expenditures), and the operation thereof, of any fitness center, café, cafeteria, conference center,   or other common amenity now or hereafter provided at the Property are components of   Operating Expenses, and (ii) so long as existing subleases to one or more of the existing   subtenants remain in effect, (x) Landlord shall not eliminate the Fitness Center unless there is a   replacement made therefor of substantially similar or better quality (and Landlord agrees that the   existing Fitness Center shall remain in operation pending completion of the replacement   therefor) and (y) the parties agree that the Cafeteria is currently not in operation pending   Landlord’s replacement to be made therefor of substantially similar or better quality. The   Property shall continue to be operated in a manner consistent with other Class A office buildings   owned by Boston Properties, Inc. or its affiliates, in the Route 128 Central market, or, at such   time as Boston Properties, Inc. and its affiliates no longer owns any Class A office buildings in   the Route 128 Central market, then the Property shall be operated in a manner consistent with   other Class A office buildings in the Route 128 Central market which were previously owned by   Boston Properties, Inc. or its affiliates.          5.    OPERATING EXPENSES.                  As of the Effective Reduction Date, Section 6D of the Third Amendment is   amended to reflect that “Tenant’s Proportionate Share” shall be defined as the ratio of the   rentable area of the Remaining Premises (i.e., 197,858 rentable square feet) to the Rentable Floor   of the Buildings (i.e., 380,987 rentable square feet), or 51.93%.  Areas of the Remaining   Premises in which Landlord’s Marketing Space Work is being performed shall not be included in   the calculation of Tenant’s Proportionate Share for the purpose of determining Operating   Expenses attributable to janitorial services.         6.     ELECTRICITY.            As of the Effective Reduction Date, Exhibit F to the Third Amendment is amended to   substitute “the tenant of Building B” for “Tenant” in the 4th line of Section 4.b, provided,   however, that all electricity usage associated with the performance of Landlord’s Marketing   Space Work shall be paid by Landlord.                                           -6- 





 






       7.    PARKING.          As of the Effective Reduction Date, Section 14B of the Third Amendment is deleted.          8.    INAPPLICABLE LEASE PROVISIONS          Sections 3, 5, and Exhibits B, B-1, D and E in the Third Amendment shall have no   applicability with respect to this Fifth Amendment.          9.    DELETED LEASE PROVISIONS          Section 15 of the Third Amendment is hereby deleted.           10.   BROKERS          Tenant represents and warrants and represents that Tenant has not dealt with any broker in  connection with the consummation of this Fifth Amendment other than Cresa (whose fees and  expenses in connection herewith shall be paid by Tenant); and in the event any claim is made  against the Landlord relative to dealings by Tenant with brokers, Tenant shall defend the claim  against Landlord with counsel of Tenant’s selection first approved by Landlord (which approval  will not be unreasonably withheld) and save harmless and indemnify Landlord on account of  loss, cost or damage which may arise by reason of such claim.          Landlord warrants and represents that Landlord has not dealt with any broker in   connection with the consummation of this Fifth Amendment other than Cresa; and in the event  any claim is made against the Tenant relative to dealings by Landlord with brokers other than  Cresa, Landlord shall defend the claim against Tenant with counsel of Landlord’s selection first  approved by Tenant (which approval will not be unreasonably withheld) and save harmless and  indemnify Tenant on account of loss, cost or damage which may arise by reason of such claim.           11.   TERMINATION PAYMENT         Tenant acknowledges and agrees that it has entered into this Fifth Amendment to induce   Landlord to reduce the size of the Premises and that the terms and conditions contained in this  Fifth Amendment are material inducements to Landlord agreeing to such reduction as of the  Effective Reduction Date. This Fifth Amendment and the terms thereof shall become effective  only upon the terms and conditions herein set forth, and not otherwise.  In consideration for   Landlord’s agreement to enter into this Fifth Amendment, Tenant shall pay Landlord Three   Million Six Hundred Eighty Three Thousand Nine Hundred Ten and 00/100 Dollars   ($3,683,910.00) (the “Termination Payment”) split into two equal payments of One Million  Eight Hundred Forty One Thousand Nine Hundred Fifty Five and 00/100 Dollars   ($1,841,955.00). The first of the Termination Payments shall be payable concurrent with   Tenant’s execution and delivery of this Fifth Amendment and the remaining half shall be due on   November 1, 2020.                                           -7- 





 






      12.   CONDITION PRECEDENT         This Fifth Amendment shall become binding upon the execution and delivery hereof by  both Landlord and Tenant, subject to Landlord’s rights in this section.  Notwithstanding the  foregoing, only upon the receipt by Landlord of a fully executed third party lease of the  Surrendered Premises on such terms and conditions as are acceptable to Landlord in its sole  discretion, which shall be considered a condition precedent to the effectiveness hereof, shall the  Effective Reduction Date occur.          13.   MARKETING OF PREMISES         Landlord and Tenant each acknowledge and agree that Landlord is marketing the  Premises for lease to third parties. In the event Landlord secures an acceptable third party for  occupancy of all or a portion of the Premises during the remaining portion of the Term on terms  and provisions satisfactory to Landlord, then this Lease shall be amended by appropriate  instrument to provide that (i) the premises subject thereto shall no longer be included in the  Premises, (ii) the Fixed Rent and Tenant’s Proportionate Share under this Lease shall be  appropriately adjusted, and (iii) such other amendments as the parties determine are reasonably  necessary.  Tenant shall not be obligated to pay any termination or other fee to Landlord in  connection with any such amendment relating to one floor or less.         14.   MISCELLANEOUS         Capitalized terms used and not otherwise defined herein shall have the meanings ascribed  to such terms in the Lease except to the extent inconsistent with the provisions of this Fifth  Amendment. All other terms and conditions of the Lease, as hereby amended, are ratified,  confirmed and approved in all respects, and the Lease, as amended hereby, shall remain in full  force and effect, as so amended.                                                    [signature page follows]                                                                                                                                  -8- 





 






                                                                                      EXECUTED UNDER SEAL in two or more counterparts each of which shall be deemed        to be an original.            WITNESS:                                 LANDLORD:                                             _________________________________        BP 140 KENDRICK STREET                                           PROPERTY LLC, a Delaware limited                                           liability company                                                                                      BY: BOSTON PROPERTIES LIMITED                                           PARTNERSHIP, a Delaware limited                                           partnership, its managing member                                                                                      BY: BOSTON PROPERTIES, INC., a                                           Delaware Corporation, its general partner                                                                                      By: /s/Patrick Mulvihill                                            Name: Patrick Mulvihill                                           Title: SVP Leasing                                                                 WITNESS:                                 TENANT:      _________________________________        PTC INC.,                                            A Massachusetts corporation                                                     By:                                           /s/Kristian Talvitie                                           Name:  Kristian Talvitie                                           Title:  CFO                                                  Hereunto Duly Authorized                                                                                 





 






                                                                                       EXHIBIT A               PLANS OF BUILDINGS                    [see attached]                





 






                                                                                                                                                                                                                                                                                           





 






                                                                                                                                                                                                                               





 






                                                                                                                                                                                                                               





 






                                                                                       EXHIBIT B              REMOVED SIGNAGE