EX-10.24




 Confidential Treatment Requested by Carbonite, Inc. 

 

 Exhibit 10.24 
 200 QUANNAPOWITT PARKWAY 
 WAKEFIELD, MASSACHUSETTS 

(the “Building”) 
 THIRD AMENDMENT TO DATACENTER LEASE (“Third Amendment”) 
 Execution
Date: June 11, 2012 
  

			
		
	 LANDLORD:
	  	GIP Wakefield, LLC, a Delaware limited liability company
		
	 TENANT:
	  	Carbonite, Inc., a Delaware corporation
		
	 EXISTING PREMISES:
	  	Approximately 3,100 square feet of area in the Datacenter (Suite [***]), caged as set forth on Exhibit “A” attached to the Lease; and approximately 1,094 square feet of
area on the [***] ([***]) floor of the Building, known as Suite [***], as shown on Exhibit “A”, Second Amendment, dated March 31, 2012
		
	 EXISTING PATHWAY:
	  	As described on Exhibit “C” attached to the Lease
		
	 OS TENANT SPACE:
	  	Approximately 420 rentable square feet in Suite #[***] on the [***] ([***]) floor of the building, as depicted on the diagram of the OS Tenant Space contained on Exhibit
“A”, attached to the Office Space Rider
		
	 POP TENANT SPACE:
	  	 POP Premises: One (1) one-quarter rack in the POP Room, as set forth on Exhibit “A” attached to the POP Room
Rider
  
 POP Pathway: As shown on Exhibit “C” to the Data
Center Lease

		
	 DATE OF LEASE:
	  	June 3, 2011
		
	 COMMENCEMENT DATE OF LEASE:
	  	August 1, 2011
		
	 PREVIOUS LEASE AMENDMENTS:
	  	 First Amendment to Datacenter Lease dated as of September 15, 2011
 Second Amendment to Datacenter Lease dated March 31, 2012

		
	 TERMINATION DATE:
	  	September 30, 2015 (co-terminus with the term of the Lease with respect to the Existing Premises)
		
	 ADDITIONAL OS TENANT SPACE:
	  	Approximately 490 square feet of area on the [***] ([***]) floor of the Building, as shown on Exhibit “A”, Third Amendment, a copy of which is attached hereto and
incorporated by reference herein


  

	[***]	Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted
portions. 



  
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 Confidential Treatment Requested by Carbonite, Inc. 

 


			
	 STORAGE SPACE:
	  	Approximately 950 square feet of area on the [***] ([***]) floor of the Building, as shown on Exhibit “A”, Third Amendment, a copy of which is attached hereto and
incorporated by reference herein

 WHEREAS, (i) Tenant desires to lease additional OS Tenant Space (“Additional OS Tenant
Space”) from Landlord by amending the Office Space Rider, and (ii) Tenant desires to lease storage space (“Storage Space”) from Landlord, upon the terms and conditions hereinafter set forth; 

WHEREAS, Landlord is willing to lease the Additional OS Tenant Space and Storage Space upon the terms and conditions hereinafter set
forth; 
 NOW THEREFORE, the parties hereby agree that the above-referenced lease, as previously amended (the
“Lease”), is hereby further amended as follows (capitalized terms, as used herein, shall have the same meaning as set forth in the Lease, except to the extent otherwise set forth in this Third Amendment): 

1.         ADDITIONAL OS TENANT SPACE 

A.         Landlord hereby demises and leases to Tenant, and Tenant hereby leases from Landlord,
the Additional OS Tenant Space for a term commencing as of August 1, 2012 (“Additional OS Tenant Space Commencement Date”), and terminating on September 30, 2015 (i.e., co-terminus with the term of the Lease with respect
to the Existing Premises). Said demise of the Additional OS Tenant Space shall be upon all of the terms and conditions of the Lease applicable to the OS Tenant Space (including, without limitation, Tenant’s obligation to pay the OS Power
Payment for electricity in accordance with the terms of the Office Space Rider), except to the extent inconsistent with the provisions of this Third Amendment. As of the Additional OS Tenant Space Commencement Date, the term “OS Tenant
Space”, whenever it is used in the Office Space Rider, as hereby amended, shall be deemed to refer to both the OS Tenant Space and the Additional OS Tenant Space. 
 B.         Notwithstanding anything to the contrary herein contained, Tenant shall take the Additional OS Tenant Space “as-is”, in the condition in which
the Additional OS Tenant Space is in as of the Additional OS Tenant Space Commencement Date, without any obligation on the part of Landlord to prepare or construct the Additional OS Tenant Space for Tenant’s occupancy and without any warranty
or representation by Landlord as to the condition of the Additional OS Tenant Space. 
 C.
        The Base Rent with respect to the Additional OS Tenant Space shall be $[***] per year (i.e., $[***] per month) during the term of the Lease with respect to the Additional OS Tenant Space. 

D.         Tenant’s Proportionate Share with respect to the Additional OS Tenant Space shall
be [***]. Tenant shall pay Tenant’s Proportionate OS Share of Operating Expenses (Actual) and Tenant’s Proportionate OS Share of Taxes (Actual) with respect to the Additional OS Tenant Space in accordance with the terms of the Office Space
Rider. 

  

	[***]	Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted
portions. 



  
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 Confidential Treatment Requested by Carbonite, Inc. 

 

 E.         The parties hereby acknowledge that
Landlord is currently performing a new phase of construction on the Building. Upon the completion of such construction, Landlord shall have the right, upon not less than thirty (30) days’ notice to Tenant, and at Tenant’s cost and
expense, to require Tenant to relocate the Additional OS Tenant Space to an area (“Relocation OS Tenant Space”) on the [***] ([***]) floor of the Building located at the window line, as designated by Landlord in a written
notice from Landlord to Tenant. The Relocation OS Tenant Space shall be of a size and configuration to accommodate six (6) people in the Relocation OS Tenant Space. Tenant shall vacate and deliver the Additional OS Tenant Space to Landlord in
accordance with such notice from Landlord and relocate its personnel and property from the Additional OS Tenant Space to the Relocation OS Tenant Space. 
 2.         STORAGE SPACE 

A.        Landlord hereby demises and leases to Tenant, and Tenant hereby leases from Landlord,
the Storage Space for a term commencing as of June 11, 2012 (“Storage Space Commencement Date”) and terminating on the earlier of: (x) the date thirty (30) days after Tenant gives Landlord a written termination notice
(“Storage Space Termination Notice”), or (y) September 30, 2015. Said demise of the Storage Space shall be upon all of the terms and conditions of the Lease applicable to the Existing Premises, except to the extent
inconsistent with the provisions of this Third Amendment. 
 B.        Notwithstanding
anything to the contrary herein contained, Tenant shall take the Storage Space “as-is”, in the condition in which the Storage Space is in as of the Storage Space Commencement Date, without any obligation on the part of Landlord to prepare
or construct the Storage Space for Tenant’s occupancy and without any warranty or representation by Landlord as to the condition of the Storage Space. 
 C.        The Base Rent with respect to the Storage Space shall be $[***] per year (i.e., $[***] per month). 

D.        Landlord shall have no obligation to provide any services to the Storage Space other
than electricity for the electric lighting fixture in the Storage Space. 

E.        Tenant shall use the Storage Space for storage purposes in connection with its use of
the Premises demised under the Lease and for no other purposes whatsoever. 

F.        Landlord reserves the right, from time to time, upon not less than thirty
(30) days’ notice to Tenant, and at Landlord’s cost and expense, to require Tenant to relocate from the Storage Space to another area in the Building of substantially equivalent size to the Storage Space, as reasonably designated by
Landlord. 
 3.         EXTENSION OPTIONS 

The Extension Options, as set forth in Section 2.3 of the Lease (as the dates are modified by Section 3.B. of the Second
Amendment), shall apply to both the Additional OS Tenant Space and the Storage Space (unless the term of the Lease with respect to the Storage Space has been previously terminated by either party by a Storage Space Termination Notice), except that:
(i) there shall be no increase in Base Rent during any such Extension Term with respect to either the 

  

	[***]	Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted
portions. 



  
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 Additional OS Tenant Space and/or the Storage Space, and (ii) either party shall have the right to
terminate the term of the Lease with respect to the Storage Space during such Extension Term upon thirty (30) days prior written notice to the other party by giving a Storage Space Termination Notice. 

4.         BROKER 

Each party hereto represents to the other that the representing party has not engaged, dealt with or been represented by any broker in
connection with this Third Amendment other than Jones Lang LaSalle New England, LLC (“Broker”), who represented Landlord and for whose fees Landlord shall be solely responsible, pursuant to a separate agreement between the Broker
and Landlord. 
 5.         CONFLICT 

In the event that any of the provisions of the Lease are inconsistent with this Third Amendment or the state of facts contemplated
hereby, the provisions of this Third Amendment shall control. 
 6.        
RATIFICATION 
 As hereby amended, the Lease is ratified, approved and confirmed in all respects. 

  
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 EXECUTED under seal as of the Execution Date. 

 

							
	LANDLORD:
	
	 GIP WAKEFIELD, LLC,

a Delaware limited liability company

		
	By:	 	GIP Wakefield Holding Company, LLC, a Delaware limited liability company, its Member
			
		 	By:	 	Digital Realty Trust, L.P., a Maryland limited partnership, its Member
				
		 		 	By:	 	Digital Realty Trust, Inc. a Maryland corporation, its General Partner
				
		 		 		 	 By: /s/ Robert
Holmes                            
 Name: Robert Holmes
 Title: VP of Portfolio Management

	
	 TENANT:

	
	 CARBONITE,INC.,

a Delaware corporation

	
	 By: /s/ Kai
Gray                                         
               
 Print
Name: Kai Gray
 Title: VP/operations




  
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 Confidential Treatment Requested by Carbonite, Inc. 

 

 EXHIBIT “A”, THIRD AMENDMENT 

ADDITIONAL OS TENANT SPACE 
 [***] 

  

	[***]	Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted
portions.