EX-10.1






SUBLEASE AGREEMENT




This SUBLEASE AGREEMENT (this “Sublease”) is made as of the 7th day of November, 2005 (the
“Effective Date”) between LIGHTBRIDGE, INC., a Delaware corporation, (“Sublessor”), and ORACLE USA,
INC., a Colorado corporation (“Sublessee”).



RECITALS:




WHEREAS, Corporate Drive Corporation, as Trustee of Corporate Drive Nominee Realty Trust, a
Massachusetts nominee trust (“Master Lessor”), as landlord, and Sublessor, as tenant, entered into
that certain Gross Lease dated December      , 2003 (the “Master Lease”), a copy of which is attached
hereto as Exhibit A, covering space on the first, second and third floors (the “Leased Premises”)
of the building located at 30 Corporate Drive, Burlington, Massachusetts (the “Building”), as more
particularly described in the Master Lease; and



WHEREAS, Sublessor desires to sublease approximately 34,933 rentable square feet on the third
floor of the Leased Premises as shown on the plan attached hereto as Exhibit B (the “Subleased
Premises”), to Sublessee and Sublessee desires to Sublease the Subleased Premises from Sublessor,
upon the terms and conditions set forth in this Sublease.



AGREEMENT:




In consideration of the mutual covenants and agreements contained herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sublessor
and Sublessee agree as follows:




	 	1.	 	Sublease.






	 	1.1	 	Sublease Term. Sublessor demises and subleases to Sublessee, and
Sublessee hires and subleases from Sublessor, the Subleased Premises, together with all
appurtenances thereto for a term (the “Sublease Term”) commencing on the later to occur
of (a) November 1, 2005, or (b) the date on which the Consent (defined in Section 13.13
below) is received by the parties from Master Lessor or (c) the date that Sublessor
delivers the Subleased Premises to Sublessee in the condition required hereunder (the
“Sublease Commencement Date”), and ending on September 30, 2008 (the “Termination
Date”), unless sooner terminated pursuant to any provision hereof, and subject to the
terms of Section 1.2 below.






	 	1.2	 	Early Occupancy. Notwithstanding the Sublease Commencement Date,
Sublessee may have access to the Subleased Premises for the sole purpose of installing
Sublessee’s wiring, moving in furniture and constructing Subtenant’s initial
alterations (subject to Sections 4.4 and 4.5 of the Master Lease and Section 6.2 of the
Sublease), commencing on the later to occur of (a) the date on which the Consent
defined in Section 13.13 below is received from the Master Lessor or (b) October 1,
2005, such access to be subject to all of the terms and conditions of this Sublease
except the obligation to pay rent.






	 	1.3	 	Use. The Subleased Premises shall be used and occupied only for
general business office use, and any other use permitted under the Master Lease, and
for no other use.






	 	1.4	 	Option to Extend.






(a) Sublessee shall have the option (“Option to Extend), which option
and right shall not be severed from this Sublease or separately assigned,
mortgaged or transferred, to extend the Sublease Term for one (1) additional
consecutive period commencing on October 1, 2008, and ending on November 29,
2011 (hereinafter referred to as the “Extension Period”), provided that (a)
Sublessee shall give Sublessor notice of Sublessee’s exercise of such option
at least six (6) full calendar months prior to the expiration of the initial
Sublease Term and (b) no Event of Default shall exist at the time of giving
such notice and at the commencement of the Extension Period. Except for the
amount of Base Sublease Rent payable during the Extension Period (which is
to be determined as hereinafter provided), all of the terms, covenants,
conditions, provisions and agreements in this Sublease shall be applicable
to the Extension Period, except that there shall be no further options to
extend the Sublease Term nor shall Sublessor be obligated to make or pay for
any improvements to the Subleased Premises nor pay any inducement payments
of any kind or nature. If Sublessee shall give notice of its exercise of
such option to extend in the manner and within the time period provided
aforesaid, the Sublease Term shall be extended upon the giving of such
notice without the requirement of any further attention on the part of
either Sublessor or Sublessee except as may be required in order to
determine Base Sublease Rent as hereafter set forth.




(b) If Sublessee shall fail to give timely notice of the exercise of
such option as aforesaid, Sublessee shall have no right to extend the
Sublease Term, time being of the essence of the foregoing provisions. Any
termination of this Sublease shall terminate the rights hereby granted to
Sublessee.




(c) The Base Sublease Rent payable for each twelve (12) month period
during the Extension Period shall be the Fair Market Rental Value (as said
term is hereinafter defined) as of the commencement of the Extension Period
but in no event less than the Base Sublease Rent per annum payable for and
with respect to the last twelve (12) calendar months of the initial Sublease
Term. “Fair Market Rental Value” shall be computed as of the beginning of
the Extension Period and shall mean the economic terms at which sublandlords
are subleasing to subtenants, and subtenants are subleasing from
sublandlords, for a comparable term, non-renewal, non-equity space
comparable in size to the Subleased Premises, from a willing sublandlord to
a willing subtenant, at arm’s length, which comparable space is located in
“Comparable Buildings” in the vicinity (i.e., of a similar age and quality
considering any recent renovations or modernization, and floor plate size)
or, if such Comparable Buildings, or comparable space within Comparable
Buildings, is not available, adjustments shall be made in the determination
of Fair Market Rent to reflect the age and quality of the Building and
Premises as contrasted to other buildings used for comparison purposes, with
similar amenities, taking into consideration size, location, floor level,
proposed term of the lease, the ratio of rentable square feet to usable
square feet, the type of escalation clause (e.g., whether increases in
additional rent are determined on a net or gross basis), extent of services
to be provided, the time that the particular rate under consideration became
or is to become effective, the fact that this is a sublease, as opposed to a
lease, and other relevant factors as well as all subtenant concessions and
inducements and all sublandlord requirements and benefits.




(d) Dispute as to Fair Market Value. Within thirty (30) days
following Sublessee’s exercise of the Option to Extend, Sublessor shall
deliver to Sublessee Sublessor’s good faith estimate of the Fair Market
Rental Value for the Subleased Premises during the Extension Period and
shall furnish data in support of such designation. If Sublessee disagrees
with Sublessor’s designation of the Fair Market Rental Value, Sublessee
shall notify Sublessor and the parties will promptly meet and confer in good
faith in an effort to reach agreement on the matter. If the parties fail to
reach agreement, Sublessee shall have the right, to be exercised by written
notice given to Sublessor within thirty (30) days after Sublessor’s notice
to Sublessee of Sublessor’s designation of Fair Market Rental Value, to (x)
rescind Sublessee’s exercise of the Option to Extend or (y) submit such Fair
Market Rental Value to arbitration as follows: Sublessor and Sublessee
shall each appoint a Qualified Appraiser (as said term is hereinafter
defined) within ten (10) business days after Sublessee’s notice to Sublessor
of Sublessee’s election to have Fair Market Rental Value arbitrated and
shall designate the Qualified Appraiser so appointed by notice to the other
party. The two appraisers so appointed shall meet within ten (10) days
after both appraisers are designated in an attempt to agree upon the Fair
Market Rental Value for the Extension Period and if, within fifteen (15)
days after both appraisers are designated, the two appraisers do not agree
upon the Fair Market Rental Value, then each appraiser shall, not later than
thirty (30) days after both appraisers have been chosen, deliver a written
report to both Sublessor and Sublessee setting forth the Fair Market Rental
Value as determined by each such appraiser taking into account the factors
set forth in this Section. If the lower of the two determinations of Fair
Market Rental Value as determined by such two appraisers is equal to or
greater than ninety-five (95%) percent of the higher of the Fair Market
Rental value as determined by such two appraisers, the Fair Market Rental
Value shall be deemed to be the average of such Fair Market Rental Value as
set forth in such two determinations. If the lower determination of Fair
Market Rental Value is less than ninety-five (95%) percent of the higher
determination of Fair Market Rental Value, the two appraisers shall promptly
appoint a third Qualified Appraiser and shall designate such third Qualified
Appraiser by notice to Sublessor and Sublessee. The cost and expenses of
each appraiser appointed separately by Sublessee and Sublessor shall be
borne by the party who appointed the appraiser. The cost and expenses of
the third appraiser shall be shared equally by Sublessee and Sublessor. If
the two appraisers cannot agree on the identity of the third Qualified
Appraiser within ten (10) days after the two (2) appraisers have submitted
their determinations, then the third Qualified Appraiser shall be appointed
by the American Arbitration Association (“AAA”) sitting in Boston,
Massachusetts and acting in accordance with its rules and regulations. The
costs and expenses of the AAA proceeding shall be borne equally by Sublessor
and Sublessee. The third appraiser shall promptly make its own independent
determination of Fair Market Rental Value for the Subleased Premises taking
into account the factors set forth in this Section and shall promptly notify
Sublessor and Sublessee of his determination. If the determinations of the
Fair Market Rental Value of any two of the appraisers shall be identical in
amount, said amount shall be deemed to be the Fair Market Rental Value for
the Subleased Premises. If the determinations of all three appraisers shall
be different in amount, the average of the two nearest in amount shall be
deemed the Fair Market Rental Value. The Fair Market Rental Value of the
subject space determined in accordance with the provisions of this Section
shall be binding and conclusive on Sublessee and Sublessor. As indicated
above, in no event shall the Fair Market Rental Value be less than the Base
Sublease Rent rate applicable to the twelve (12) calendar month period
immediately preceding the commencement of the Extension Period. As used
herein, the term “Qualified Appraiser” shall mean any disinterested person
(a) who is employed by an appraisal firm of recognized competence in the
greater Burlington area, (b) who has not less than ten (10) years experience
in appraising and valuing properties of the general location, type and
character as the Subleased Premises, and (c) who is either a Senior Real
Property Appraiser of the Society of Real Estate Appraisers or a member of
the Appraisal Institute (or any successor organization). Any Qualified
Appraiser will agree in writing to use the definition of Fair Market Rental
Value set forth above, as opposed to any other method of valuation.
Notwithstanding the foregoing, if either party shall fail to appoint its
appraiser within the period specified above (such party referred to
hereinafter as the “Failing Party”), the other party may serve notice on the
Failing Party requiring the Failing Party to appoint its appraiser within
ten (10) days of the giving of such notice and if the Failing Party shall
not respond by appointment of its appraiser within said ten (10) day period,
then the appraiser appointed by the other party shall be the sole appraiser
whose determination of Fair Market Rental Value shall be binding and
conclusive upon Sublessee and Sublessor. If, for any reason, Fair Market
Rental Value shall not have been determined by the commencement of the
Extension Period and until such Fair Market Rental Value is determined,
Sublessee shall pay Base Sublease Rent during the Extension Period in an
amount (the “Interim Rent”) equal to the Base Sublease Rent payable during
the final year of the initial Sublease Term and upon receipt of a final
determination of Fair Market Rental Value as hereinabove set forth, any
underpayment of Interim Rent shall be paid promptly to Sublessor entitled to
receive the same.



(e) During the Extension Period, Sublessee shall continue to pay Additional Sublease Rent to
Sublessor as provided in Section 2.2 of the Sublease.




	 	2.	 	Rent.






	 	2.1	 	Base Sublease Rent.






	 	2.1.1	 	During the initial Sublease Term, Sublessee shall pay to
Sublessor an annual rental payable monthly, in advance, in equal installments
(“Base Sublease Rent”) for the Subleased Premises as follows:





	 	 	 	 	 	 	 
	
 
	 	Monthly
	 	Annually
	 	Per RSF
	
 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	Sublease

Commencement Date -

September 30, 2006

	 	



$43,666.25
	 	



$523,995.00
	 	



$15.00
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	October 1, 2006 -

September 30, 2007

	 	

$46,577.33
	 	

$558,928.00
	 	

$16.00
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	October 1, 2007 -

September 30, 2008

	 	

$49,488.42
	 	

$593,861.00
	 	

$17.00
	 

	 	 
	 	 
	 	 







	 	2.1.2	 	All monthly installments of Base Sublease Rent will be due and
payable on or before the first day of each calendar month during the Sublease
Term to the address set forth in Section 13.9 below; provided, however, that,
if the Sublease Term commences or ends on other than the first and last day,
respectively, of a calendar month, the Base Sublease Rent for the fractional
calendar month will be prorated on a per diem basis and, with respect to the
commencement of the Sublease Term, shall be payable on the Sublease
Commencement Date.






	 	2.2	 	Additional Sublease Rent.






	 	2.2.1	 	Sublessee shall pay as additional rent hereunder Sublessee’s
Pro Rata Share (defined below) of the estimated increases in Property Taxes and
Operating Costs (as defined in the Master Lease) over a Tax Base of fiscal tax
year 2006 and an Operating Cost Base of calendar year 2006 (each, individually,
the “Base Year”) within thirty (30) days after Sublessor has invoiced Sublessee
therefore. “Sublessee’s Pro Rata Share” shall mean forty-three and four tenths
(43.4%) percent (which is the percentage obtained by dividing the rentable area
of the Subleased Premises (34,933 square feet) by the rentable area of the
Leased Premises (80,487 square feet)). All sums due under this Sublease other
than Base Sublease Rent are deemed to be “Additional Sublease Rent.” Base
Sublease Rent and Additional Sublease Rent shall collectively constitute the
“Sublease Rent.”






	 	2.2.2	 	The parties acknowledge that the Master Lease requires
Sublessor to pay certain estimated costs. From and after the expiration of the
Base Year, Sublessee shall pay to Sublessor on a monthly basis, together with
its payment of Base Sublease Rent, Sublessee’s Pro Rata Share of the increases
in the estimated Property Taxes and Operating Costs. The determination and
adjustment of Additional Sublease Rent shall be made in accordance with the
following procedures:






(1) Upon receipt of a statement from Master Lessor specifying the estimated
Operating Costs and Property Taxes to be charged to Sublessor under the Master Lease
with respect to each calendar year or tax year, or as soon after receipt of such
statement as practicable, Sublessor shall give Sublessee written notice of its
estimate of Additional Sublease Rent payable for the ensuing calendar year or tax
year, which estimate shall be prepared based on the estimate received from Master
Lessor together with a copy of the statement received from Master Lessor. On or
before the first day of each month during each calendar year or tax year, Sublessee
shall pay to Sublessor as Additional Sublease Rent one-twelfth (1/12th) of such
estimated amount together with the Base Sublease Rent.




(2) With respect to Operating Costs, in the event Sublessor’s notice is not
given in December of the calendar year preceding the calendar year for which
Sublessor’s notice is applicable, as the case may be, then until the calendar month
after such notice is delivered by Sublessor, Sublessee shall continue to pay to
Sublessor monthly, during the ensuing calendar year, estimated payments for
Operating Costs equal to the amounts payable hereunder during the calendar year just
ended. Upon receipt of any such post-December notice Sublessee shall (i) commence
as of the immediately following calendar month, and continue for the remainder of
the calendar year, to pay to Sublessor monthly such new estimated payments for
Operating Costs and (ii) if the monthly installment of the new estimate of such
Operating Costs is greater than the monthly installment of the estimate for the
previous calendar year, pay to Sublessor within thirty (30) days of the receipt of
such notice an amount equal to the difference of such monthly installment multiplied
by the number of full and partial calendar months of such year preceding the
delivery of such notice. With respect to Property Taxes, in the event Sublessor’s
notice is not given in June of the tax year preceding the tax year for which
Sublessor’s notice is applicable, as the case may be, then until the calendar month
after such notice is delivered by Sublessor, Sublessee shall continue to pay to
Sublessor monthly, during the ensuing tax year, estimated payments of Property
Taxes equal to the amounts payable hereunder during the tax year just ended. Upon
receipt of any such post-June notice Sublessee shall (i) commence as of the
immediately following calendar month, and continue for the remainder of the tax
year, to pay to Sublessor monthly such new estimated payments for Property Taxes and
(ii) if the monthly installment of the new estimate of such Property Tax is greater
than the monthly installment of the estimate for the previous tax year, pay to
Sublessor within thirty (30) days of the receipt of such notice an amount equal to
the difference of such monthly installment multiplied by the number of full and
partial calendar months of such year preceding the delivery of such notice.




(3) If Sublessee elects, and Sublessor has not already commenced its own
examination, Sublessor will examine the books and records of Master Lessor relevant
to Operating Costs pursuant to the provisions of Section 3.4.4 of the Master Lease,
provided that (A) such examination shall be conducted by a party meeting the
qualifications for the review of the books and records of Master Lessor as described
in the Master Lease, which party shall be designated and compensated by Sublessee,
but who shall be acting as Sublessor’s representative for the purposes of examining
any such books and records, (B) such party shall render a written report of such
examination and such party’s findings and recommendations with respect thereto, a
true copy of which shall be delivered to Sublessor and (C) any reasonable expense
incurred by Sublessor in connection with such audit shall be reimbursed by Sublessee
within thirty (30) days following demand therefor, accompanied by reasonable back-up
documentation. Any recovery from any such examination of the books and records
shall be applied first to Sublessee, in the amount of the costs and expenses of such
examination (to the extent such costs and expenses were paid for by [or reimbursed
to Sublessor by] Sublessee) and, second, shall be allocated among Sublessor and
Sublessee in accordance with the proportionate area of the Leased Premises that each
occupies.




	 	2.2.3	 	Upon Sublessor’s receipt of an annual reconciliation from
Master Lessor, if any, a reconciliation shall be made against the actual
Property Taxes and Operating Costs incurred by Sublessor under the Master Lease
for the Subleased Premises. If Sublessee’s payments of Sublessee’s Pro Rata
Share of the estimated Property Taxes and Operating Costs exceeded Sublessee’s
Pro Rata Share of the actual Property Taxes and Operating Costs, Sublessee
shall be credited the amount of such overpayment against Sublessee’s Pro Rata
Share of Property Taxes and Operating Costs next becoming due (or, if the
Sublease Term has expired or if such credit will not be fully accomplished
prior to expiration, the remainder will be paid to Sublessee). If Sublessee’s
payments of Sublessee’s Pro Rata Share of the estimated Property Taxes and
Operating Costs is less than Sublessee’s Pro Rata Share of the actual Property
Taxes and Operating Costs, Sublessee shall pay to Sublessor the amount of the
deficiency within thirty (30) days after delivery of an invoice by Sublessor to
Sublessee.






	 	2.2.4	 	Sublessee shall, with each monthly installment of Base
Sublease Rent, pay to Sublessor the monthly electric charges billed to
Sublessor for the Subleased Premises by Master Lessor as set forth in Section
3.5.1 of the Master Lease. Sublessee shall also pay Master Lessor directly for
any after-hours heating, ventilation and air-conditioning and all other extra
costs for services that Sublessee requests from Master Lessor; provided,
however, that if Master Lessor requires Sublessor to pay for such services for
the benefit of Sublessee, then Sublessee shall reimburse Sublessor for such
costs within thirty (30) days after Sublessee’s receipt of an invoice therefore
from Sublessor, accompanied by reasonably detailed back-up documentation.






	 	2.3	 	No Setoff. Sublease Rent shall be payable without any setoff or
deduction, and without notice (other than notice for the payment of non-recurring items
of Sublease Rent) or demand, except as specifically set forth herein.






	 	2.4	 	Late Charges and Interest. Sublessee acknowledges that late payment by
Sublessee of Sublease Rent will cause Sublessor to incur costs not contemplated by this
Sublease, the exact amount of which will be extremely difficult to ascertain. Such
costs include, but are not limited to, processing and accounting charges, and any late
charges that Master Lessor may impose on Sublessor. If Sublessor does not receive any
Sublease Rent within five (5) days following the date the same was due, then, without
any requirement for notice to Sublessee (except as set forth below), Sublessee shall
pay to Sublessor a late fee of five percent (5%) of the amount past due; provided, that
Sublessee will be entitled to a grace period of five (5) days following notice from
Sublessor prior to the imposition of such late fee with respect to the first
(1st) two (2) late payments in any calendar year. The parties hereby agree
that such late charge represents a fair and reasonable estimate of the costs Sublessor
will incur by reason of such late payment. In addition, any Sublease Rent due hereunder
shall, if not paid when due, bear interest after the due date thereof at the interest
rate set forth in Section 3.8 of the Master Lease. Acceptance of such late charge and
interest by Sublessor shall in no event constitute a waiver of Sublessee’s default or
breach with respect to such overdue Sublease Rent nor prevent the exercise of any of
the other rights and remedies of Sublessor hereunder or under the Master Lease.






	 	3.	 	Taxes. In addition to payment of Sublessee’s Pro Rata Share of Property Taxes ,
Sublessee assumes all responsibility for taxes assessed against personal property located in
the Subleased Premises, including the Furniture (defined in Section 14.1 below).






	 	4.	 	Insurance. 






	 	4.1	 	Additional Insureds; Evidence of Insurance. Sublessee shall carry all
of the insurance policies required to be carried by Sublessor under the Master Lease
and shall name Master Lessor and Sublessor (and such other parties as Master Lessor
shall, from time to time, require pursuant to the terms of the Master Lease) as
additional insureds on all such policies (other than Workers’ Compensation). Prior to
the Sublease Commencement Date, and at least five (5) days prior to each policy’s
expiration date, Sublessee shall deliver to Sublessor evidence reasonably satisfactory
to Sublessor (Sublessor agrees to accept a certificate of insurance) of maintenance of
insurance coverage with respect to the Subleased Premises as required under the Master
Lease.






	 	4.2	 	Waiver of Subrogation. Any insurance carried by either party with
respect to the Subleased Premises and property therein or occurrences thereon shall
include a clause or endorsement denying to the insurer rights of subrogation against
the other party to the extent rights have been waived by the insured prior to the
occurrence of injury or loss. Each party, notwithstanding any provisions of this
Sublease to the contrary, hereby waives any rights of recovery against the other for
injury or loss to property due to hazards covered by insurance or required to be
covered by insurance hereunder or under the Master Lease.






	 	5.	 	Incorporation of the Master Lease.






	 	5.1	 	Compliance with Master Lease. Except as expressly otherwise provided in this
Sublease, Sublessee shall timely and fully comply with all of the provisions of the Master
Lease that are to be observed or performed during the Sublease Term by Sublessor as tenant
under the Master Lease with respect to the Subleased Premises. Notwithstanding any other
provision of this Sublease, Sublessee shall not, by any act or omission, cause Sublessor to be
in violation of or in default under the Master Lease, or do or permit, any act that is in
violation of the Master Lease.






	 	5.2	 	Incorporation of Master Lease. Insofar as the provisions of the Master
Lease pertaining to the Subleased Premises do not conflict with specific provisions of
this Sublease, such provisions (except the Excluded Provisions defined in Section 6
below) are incorporated by this reference into this Sublease as fully as if completely
restated herein. Subject to the preceding sentence, Sublessee shall be bound by all the
provisions of the Master Lease pertaining to the Subleased Premises and shall perform
all of the obligations and responsibilities that Sublessor is obligated to perform
pursuant to the Master Lease pertaining to the Subleased Premises. Therefore, for the
purposes of this Sublease, wherever in the Master Lease the word “Landlord” or “Lessor”
is used, it shall mean Sublessor, and wherever in the Master Lease the word “Tenant” or
“Lessee” is used, it shall mean Sublessee, and wherever in the Master Lease the words
“Premises” or similar words are used, they shall mean the Subleased Premises. All terms
used herein with initial capital letters that are not specifically defined herein shall
have the same meanings attributed to those terms in the Master Lease, provided that the
same are not in conflict with the terms and provisions of this Sublease.






	 	5.3	 	Subleased Premises Only. The parties acknowledge and agree that
Sublessee’s rights and obligations hereunder relate to only those portions of the
Leased Premises covered by the Master Lease that are a part of, or are related or
appurtenant to, the Subleased Premises.






	 	5.4	 	Subject to Master Lease. This Sublease is expressly subject to and
inferior to the Master Lease, and no provision of this Sublease shall be construed in a
manner that would constitute a breach of the Master Lease.






	 	5.5	 	Approval of Master Lease; Amendments to Master Lease. Sublessee
represents that it has read, is familiar with, and agrees to all of the provisions of
the Master Lease to the extent that such provisions relate to the Subleased Premises.
Notwithstanding any provision to the contrary herein, Sublessor shall not amend or
modify the terms of the Master Lease as it affects the Subleased Premises in any manner
that would adversely affect Sublessee’s rights under this Sublease.






	 	5.6	 	Services. Notwithstanding anything in this Sublease to the contrary,
Sublessee acknowledges and agrees that Sublessor shall not be obligated to furnish to
Sublessee any services of any nature whatsoever (including, without limitation, the
furnishing of heat, electrical energy, air conditioning, elevator service, cleaning,
window washing, and rubbish removal services). Insofar as Master Lessor is obligated to
furnish any services to the Subleased Premises, to repair or rebuild the same, to
perform any other act whatsoever with respect to the Subleased Premises, or to perform
any obligation or satisfy any condition under the Master Lease, Sublessee expressly
acknowledges that Sublessor does not undertake the performance or observance of such
obligations, but is only obligated, upon receipt of written notice from Sublessee, to
use commercially reasonable efforts to obtain Master Lessor’s performance for
Sublessee’s benefit and without obligating itself to institute legal action (except as
set forth below) or incur any expense. If Sublessor fails, after using reasonable
efforts, to cause Master Lessor to observe and/or perform any of its obligations under
the Master Lease with respect to the Subleased Premises, Sublessee shall have the
right, upon notice to Sublessor, and at Sublessee’s sole cost and expense, to bring an
action in Sublessor’s name to accomplish such purpose and Sublessor agrees to cooperate
with Sublessee in any such action; provided, however, that Sublessee shall reimburse
Sublessor for its reasonable expenses, including reasonable attorneys’ fees, incurred
in connection with such cooperation with Sublessee. Any monetary recovery in such
action shall inure to the benefit of Sublessee.






	 	5.7	 	Consent of Master Lessor. Wherever Sublessor’s consent is required
under this Sublease, the consent of Master Lessor shall also be required (to the extent
set forth in the Master Lease). Whenever Master Lessor’s consent is required under the
Master Lease, the consent of Sublessor shall also be required, but will not be
unreasonably withheld, conditioned or delayed.






	 	5.8	 	Master Lessor’s Representations and Warranties. Sublessor shall have
no liability or obligation to Sublessee based upon any representation or warranty made
by Master Lessor to Sublessor under the Master Lease or based upon any act or omission
of Master Lessor or its agents, employees, or contractors.






	 	5.9	 	Sublessor’s Representation. Sublessor represents to Sublessee that, to
the best of Sublessor’s actual knowledge, the Master Lease is in full force and effect
and that no notices of default have been sent or received by Sublessor with respect to
the Master Lease, nor to the actual knowledge of Sublessor has any event or condition
occurred which, with the passing of time or the giving of notice, would result in an
event of default by Sublessor under the Master Lease. If Sublessor receives any notice
or demand from Landlord under the Master Lease with respect to the Subleased Premises,
Sublessor shall promptly deliver a true and correct copy of same to Sublessee.






	 	5.10	 	Sublessor Covenants Subject to Section 12 of this Sublease, Sublessor
agrees to maintain the Master Lease, as it pertains to the Subleased Premises, during
the entire term of this Sublease free from an Event of Default, and, as provided in
Section 5.6 of this Sublease, to use its reasonable efforts to cause Master Lessor to
comply with or perform its obligations under the Master Lease. Sublessor shall
indemnify, defend and hold Sublessee free and harmless of and from all claims, demands,
actions, proceedings, suits, liabilities, losses, judgments, expenses (including
reasonable attorneys’ fees) and damages of any kind or nature whatsoever, excluding
however consequential damages, arising out of (i) Sublessor’s failure to maintain the
Master Lease free from an Event of Default by Sublessor under the Master Lease; (ii)
any Event of Default by Sublessor under this Sublease; (iii) Sublessor’s failure to
perform its obligations under Section 5.6 of this Sublease and (iv) except as provided
in Section 12 of this Sublease, any termination of the Master Lease prior to November
11, 2011 as a result of an agreement between Master Lessor and Sublessor, without
Sublessee’s consent. Notwithstanding the foregoing, Sublessor shall have no obligation
to indemnify Sublessee pursuant to subsection (i) above if Sublessor’s Event of Default
under the Master Lease is caused by an Event of Default by Sublessee under this
Sublease.






	 	6.	 	Inapplicability of Certain Provisions of Master Lease.






	 	6.1	 	The following sections or provisions of the Master Lease (the “Excluded
Provisions”) are not incorporated into this Sublease and do not form a part of this
Sublease except to the extent that they contain defined terms which are used herein:






	 	(i)	 	any provisions that are superseded by, or are in direct conflict with, the
provisions hereof;






	 	(ii)	 	any provisions relating to Master Lessor’s or Sublessor’s obligations regarding
the initial construction of the Leased Premises by Master Lessor or the payment of an
improvement allowance;






	 	(iii)	 	Definitions: Broker; Construction Period Commencement Date; Fair Market Rent;
Lease Security Deposit; Lease Term; Plans and Specifications; Prepaid Rent; Tenant
Improvement Allowance;






	 	(iv)	 	Section 2.1.2, Expansion Space — Right of First Opportunity;






	 	(v)	 	Section 2.2.2, Option to Extend;





	 	 	 
	(vi)

(vii)

(viii)

(ix)

	 	Section 2.2.3, Determination of Fair Market Rent for Extension Option;

Section 2.3, Plans and Specifications;

Section 2.4, Commencement Date;

Section 2.5, Tenant’s Contribution to Tenant Improvement Costs;







	 	(x)	 	Section 3.1, Payment of Rental;





	 	 	 
	(xi)

(xii)

(xiii)

(xiv)

(xv)

	 	Section 3.2, Base Rent;

Section 3.3, Lease Security Provision;

Section 3.7, Late Charge;

Sections 4.1.4, 4.1.5 and 4.1.6;

Section 4.4, Tenant Alterations (final sentence only);







	 	(xvi)	 	Section 4.7, Removal of Property (provisions allowing “Landlord” to require
removal of Alterations installed by, or on behalf of, Sublessor only but such provision
shall apply to Alterations installed by, or on behalf of, Sublessee);





	 	 	 
	(xvii)

(xviii)

(xix)

	 	Section, 4.14 Landlord’s Insurance;

(intentionally deleted);

Section 4.17;







	 	(xx)	 	Section 4.19, provided, however, that if Master Lessor makes a request of
Sublessor pursuant Section 4.19 of the Master Lease which request, in turn, reasonably
requires a modification of this Sublease, Sublessee agrees that it shall agree to such
modification provided that such modification does not increase the obligations of
Sublessee under this Sublease or materially adversely affect sublessee’s rights under
this Sublease;





	 	 	 
	(xxi)

(xxii)

(xxiii)

(xxiv)

(xxv)

(xxvi)

(xxvii)

	 	Section 4.21.3 (clause (a) only);

(intentionally deleted);

Section, 4.23 Signs;

Section 4.29, Rooftop Equipment;

Section 4.30, Generator;

Section 5.1.1(b) (from “provided, however” to end);

EXHIBIT B, Drawings Showing the Location of the Premises;







	 	(xxviii)	 	EXHIBIT C, Listing of Plans and Specifications for Tenant; Improvements;





	 	 	 
	(xxix)

(xxx)

(xxxi)

(xxii)

6.2

	 	EXHIBIT F, Letter of Credit Criteria;

EXHIBIT G, Exterior Signage;

EXHIBIT H, Form of Requisition for Tenant Improvement Allowance; and

EXHIBIT J, Tenant’s Generator Allowance

Section 4.4, Tenant Alterations is hereby amended by:







(a) deleting “Fifty Thousand Dollars ($50,000.00)” in the second
sentence and replacing it with “Twenty-One Thousand Seven Hundred Dollars
($21,700.00)”; and




(b) providing, for the purposes of this Sublease that, Sublessor shall
have no right to charge Sublessee any construction management fee,
construction supervision fee, or like or similar fee in connection with
Sublessee’s Alterations except to the extent that Sublessor is charged such
fee by the Master Lessor on account of Alterations made by Sublessee.




	 	6.3	 	Section 4.8, Access, is hereby amended by providing that Sublessor cannot enter
the Subleased Premises for the purposes of “improving the Subleased Premises or the
Building” unless such improvement is requested by Sublessee or is required by the
Master Lessor under the Master Lease.






	 	6.4	 	Section 4.12, Indemnification, is amended for the purposes of incorporation
herein by adding the following:





“Sublessor shall indemnify, defend and hold harmless Sublessee from
and against all loss, cost, damage or liability, including, without
limitation, reasonable attorneys’ fees and disbursements, which
Sublessee may incur or pay out by reason of (i) the gross negligence
or willful misconduct of Sublessor, Sublessor’s employees,
representatives, invitees or contractors or (ii) any breach of
default by Sublessor of its obligations under this Sublease.”




	 	7.	 	AS-IS. Sublessee acknowledges and agrees that it has had the opportunity to inspect
and familiarize itself with the Subleased Premises and has done so. Sublessee’s taking
possession of the Subleased Premises shall be conclusive evidence by Sublessee that the
Subleased Premises were in good order and satisfactory condition when Sublessee took
possession. Sublessee hereby accepts the Subleased Premises in its current “AS IS, WHERE IS”
condition, without any obligation on the part of Sublessor to prepare or construct the
Subleased Premises for Sublessee’s occupancy; provided, however, that Sublessor agrees to
deliver the Subleased Premises in a broom clean condition except for the Furniture as
hereinafter defined. Sublessee acknowledges that neither Sublessor nor Sublessor’s agents
have made any representation or warranty as to the condition of the Subleased Premises or the
suitability of the Subleased Premises for the conduct of Sublessee’s business.






	 	8.	 	Leasehold Improvements. Sublessee shall not have the right to make any improvements
or alterations to the Subleased Premises without first obtaining the written consent of
Sublessor (not to be unreasonably withheld) and Master Lessor. If such consent is granted by
both Sublessor and Master Lessor, Sublessee shall perform all improvements and alterations in
accordance with the terms of such consent, the Master Lease and in compliance with all Laws.






	 	9.	 	Default.






	 	9.1	 	Default and Enforcement. The rights of Sublessor and Sublessee to
enforce the provisions of this Sublease, default under this Sublease, and termination
of this Sublease shall be governed by the applicable default and remedy provisions of
the Master Lease as if Sublessor and Sublessee were landlord and tenant thereunder,
respectively, except as specified in Sections 9.2 and 9.3.






	 	9.2	 	Cure Periods. The parties acknowledge that a failure to perform by
Sublessee under this Sublease may place Sublessor in default of its obligations under
the Master Lease. Therefore, the parties agree that the period afforded Sublessee to
cure a non-monetary default under this Sublease shall be three (3) Business days less
than that provided to Sublessor under the Master Lease, if any.






	 	9.3	 	Notices. To the extent that the Master Lease requires notice to be
given by Master Lessor to Sublessor, Sublessor shall transmit such notice to Sublessee
within a reasonable time after notice is received by Sublessor. Whenever Sublessor has
an obligation to perform any act or to give any notice to Master Lessor under the
Master Lease and such obligation is assumed by Sublessee in this Sublease, then
Sublessee shall perform such act or give such notice at least three (3) days before the
due date specified in the Master Lease.






	 	10.	 	Assignment and Subletting. Sublessor shall have all of the rights and obligations of
Master Lessor, and Sublessee shall have all of the rights and obligations of Tenant, as
provided in Section 4.16 of the Master Lease, with respect to any proposed subletting or
assignment of Sublessee’s interest in this Sublease.






	 	11.	 	Signage. Sublessee shall have no right to erect a sign on the exterior of the
Building. Sublessor shall request Master Lessor to place Sublessee’s name on the main
directory sign for the Building and to place an entryway sign bearing Sublessee’s name next to
Sublessee’s entryway into the Subleased Premises pursuant to Section 4.23.2 of the Master
Lease; provided, however, that the preparation and placement of such signs shall be performed
by Master Lessor at Sublessee’s sole cost and expense.






	 	12.	 	Termination of Master Lease. If the Master Lease terminates, then this Sublease
shall terminate and the parties shall be relieved of any further liability or obligation under
this Sublease; provided however, that if the Master Lease terminates as a result of a default
or breach by Sublessor or Sublessee under this Sublease or the Master Lease, then the
defaulting party shall be liable to the non-defaulting party for the damage suffered as a
result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor
any right to terminate the Master Lease in the event of the partial or total damage,
destruction, or condemnation of the Subleased Premises, the Leased Premises, or the building
or project of which the Leased Premises are a part, then the exercise of such right by
Sublessor shall not constitute a default or breach hereunder. Subject to the immediately
preceding sentence, Sublessor shall not agree to a termination of the Master Lease without
Sublessee’s consent.






	 	13.	 	Holdover. If Sublessee remains in possession of the Subleased Premises after the
Termination Date (the “Holdover Period”) then notwithstanding anything to the contrary in this
Sublease, and despite the Sublease Rent payable hereunder, Sublessee shall be fully liable for
the Base Rent and additional rent payable by Sublessor to Master Lessor under Section 3.6 of
the Master Lease throughout the entire Holdover Period, and all other amounts in connection
with such holdover that may be payable by Sublessor to Master Lessor under the Master Lease
with respect to the Subleased Premises; provided, however, that if Sublessee’s remaining in
possession of the Subleased Premises causes Sublessor to be liable to the Master Lessor under
Section 3.6 of the Master Lease, Sublessor shall pay to Sublessee promptly as they become due
all amounts which Sublessor is required to pay Master Lessor under Section 3.6 of the Master
Lease.






	 	14.	 	Miscellaneous.






	 	14.1	 	Waiver. Waiver of one breach of a term, condition, or covenant of this
Sublease by either party hereto shall be limited to the particular instance and shall
not be deemed to waive future breaches of the same or other terms, conditions, or
covenants.






	 	14.2	 	Joint and Several. If Sublessee consists of more than one person or
entity, the obligations of such parties under this Sublease shall be joint and several.






	 	14.3	 	Entire Agreement; Amendments. This Sublease, including the exhibits
and addenda, if any, embodies the entire agreement between the parties with relation to
the transaction contemplated hereby, and this Sublease supersedes and cancels any and
all previous negotiations, arrangements, brochures, agreements, letters of intent, and
understandings, if any, between Sublessor and Sublessee, or displayed by Sublessor’s
brokers or agents or Sublessor with respect to the subject matter of this Sublease or
the Subleased Premises. There are no representations between Sublessor and Sublessee
other than those contained in this Sublease. Any amendment or modification of this
Sublease must be in writing and signed by Sublessor and Sublessee, and Master Lessor,
if required under the Master Lease.






	 	14.4	 	Survival of Indemnities and Covenants. Any and all indemnities herein
and any and all covenants herein not fully performed on the date of the expiration or
termination of this Sublease shall survive such expiration or termination. Without
limiting the generality of the foregoing, Sublessee’s obligation to pay Additional
Sublease Rent, taxes and liabilities shall survive the termination of this Sublease,
and be payable as to costs incurred during the Sublease Term, even if invoices are
received after the Termination Date.






	 	14.5	 	Brokers. Sublessor and Sublessee agree that the CRESA Partners and
Meredith & Grew (collectively, “Broker”) are the only brokers involved in the
procurement, negotiation, and execution of this Sublease. A Broker’s commission shall
be paid by Sublessor pursuant to a separate commission agreement. Sublessor and
Sublessee hereby agree to defend, indemnify and hold each other harmless against any
loss, claim, expense, or liability with respect to any commissions or brokerage fees
claimed in connection with this Sublease by, through, or under the indemnifying party.






	 	14.6	 	Independent Obligations. The obligation of Sublessee to pay Sublease
Rent hereunder and the obligation of Sublessee to perform Sublessee’s other covenants
and duties hereunder constitute independent unconditional obligations to be performed
at all times provided for hereunder. Except as expressly provided in this Sublease or
as set forth in the Master Lease, Sublessee waives and relinquishes all rights that
Sublessee might have to claim any nature of lien against or withhold, abate or deduct
from, or offset against Sublease Rent.






	 	14.7	 	Litigation Costs. If any legal action is filed to enforce this
Sublease, or any part thereof, the prevailing party shall be entitled to recover
reasonable attorneys’ fees and costs of the action.






	 	14.8	 	Confidentiality. Sublessee shall not record this Sublease or a
memorandum or short form thereof.






	 	14.9	 	Notices. All notices given pursuant to this Sublease shall be given in
accordance with the terms of the Master Lease to the following addresses:





	 	 	 	 	 
	To Sublessor:
	 	Lightbridge, Inc.

	 
	 	30 Corporate Drive
	 
	 	Burlington, Massachusetts  01803

	 
	 	Attention:  Eugene J. DiDonato, Esq.

	With a copy to:
	 	Jacob N. Polatin, Esq.

	 
	 	Foley Hoag LLP

	 
	 	155 Seaport Boulevard
	 
	 	Boston, Massachusetts  02210

	To Sublessee:
	 	Oracle USA, Inc.








c/o Oracle Corporation


1001 Sunset Boulevard


Rocklin, California 95765


Attn: Lease Administration




With a copy to:




Oracle USA, Inc.


c/o Oracle Corporation


500 Oracle Parkway


Box 5OP7


Redwood Shores, California 94065


Attn: Legal Department




	 	14.10	 	Successors and Assigns. This Sublease shall inure to the benefit of,
and be binding upon, the parties hereto and their respective successors and permitted
assigns.






	 	14.11	 	Multiple Counterparts. This Sublease may be executed in multiple
counterparts, each of which will be deemed an original, but all of which will
constitute one and the same instrument.






	 	14.12	 	Surrender of Subleased Premises. Upon the Termination Date, Sublessee
shall surrender the Subleased Premises to Sublessor in (a) broom clean condition and in
at least as good condition as it was received on the Sublease Commencement Date,
ordinary wear and tear excepted, and (b) the condition required in the Master Lease
(provided, that Sublessee will not be required to remove or restore any improvements or
Alterations constructed by or on behalf of Sublessor, or any improvements or
Alterations constructed by Sublessee; provided that at the time such improvements or
Alterations were constructed by Sublessee, Sublessor agreed in writing that Sublessee
need not remove such improvements or Alterations). Sublessee shall surrender all of
the Furniture to Sublessor on the Termination Date in the condition it was received by
Sublessee on the Sublease Commencement Date, ordinary wear and tear excepted.






	 	14.13	 	Conditions. This Sublease shall not be effective unless and until it
has been signed by Sublessee and Sublessor, and Master Lessor’s form of consent to this
Sublease (the “Consent”) has been executed by Master Lessor. Following execution by
Master Lessor, the Consent shall be attached hereto. If Master Lessor does not consent
to this Sublease, this Sublease will not become effective, and neither party shall have
any obligation or liability to the other (provided, however, that if Sublessee prepaid
any Sublease Rent, such shall be returned by Sublessor to Sublessee).






	 	14.14	 	Parking. Sublessee shall have the right to use one hundred eight
(108) parking spaces at no additional charge to Sublessee. Sublessee shall comply with
all terms and conditions set forth in the Master Lease regarding such parking, and any
other rules and regulations imposed by Master Lessor regarding the same.






	 	13.15	 	Access. During the Sublease Term, Sublessee shall provide Sublessor
with, and Sublessor reserves the right to, access to the room located in the Subleased
Premises containing certain telecommunications and other equipment and wiring to
repair, replace, install or inspect such equipment and wiring. Except in the case of
emergency, Sublessor will give Sublessee at least one (1) day’s prior written notice of
any proposed entry into such room, and will specify in such notice the purpose of
Sublessor’s access and the names of the personnel who will be entering the Subleased
Premises on behalf of Sublessor.






	 	15.	 	Furniture and Equipment.






	 	15.1	 	Right to Use Furniture and Certain Equipment in Subleased Premises.
Commencing on the Sublease Commencement Date, at no additional charge to Sublessee
except as set forth below, the furniture located in the Subleased Premises, and certain
equipment as more specifically described in Exhibit “C” attached hereto (collectively,
the “Furniture”), shall be available for use by Sublessee throughout the Sublease Term
at Sublessee’s sole risk. The Furniture shall be delivered to Sublessee in its “AS-IS”
condition and without warranty of any kind. At the end of the Term of this Sublease,
Sublessee shall return the Furniture to Sublessor in the same condition as it now is,
reasonable use and wear excepted. Sublessee shall reimburse Sublessor for the
maintenance costs incurred by Sublessor during the Sublease Term associated with the
equipment made available to Sublessee.





EXECUTED as of the Effective Date.




SUBLESSOR:




LIGHTBRIDGE, INC.,


a Delaware corporation


By: /s/ Timothy C. O’Brien




Name: Timothy C. O’Brien

Title: Chief Financial Officer




SUBLESSEE:




ORACLE USA, INC.,


a Colorado corporation


By: /s/ Randall W. Smith




Name: Randall W. Smith

Title: VP, Real Estate and Facilities



1



	 	 	 
	Exhibit A:

Exhibit B:

Exhibit C:

	 	Master Lease

Subleased Premises

Furniture in Subleased Premises






2




EXHIBIT A




MASTER LEASE




3




[See attached.]

EXHIBIT B




SUBLEASED PREMISES




4




[See attached.]

EXHIBIT C




FURNITURE IN SUBLEASED PREMISES




[See attached.]





5