NEW ENGLAND EXECUTIVE PARK
BUILDING SIXTEEN
BURLINGTON, MASSACHUSETTS
 OFFICE LEASE AGREEMENT
  MA-NEW ENGLAND EXECUTIVE PARK, L.L.C., a Delaware limited liability company  LANDLORD
  MICROFINANCIAL INCORPORATED, a Massachusetts corporation  TENANT




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OFFICE LEASE AGREEMENT
 THIS OFFICE LEASE AGREEMENT Lease MA-NEW ENGLAND EXECUTIVE PARK, L.L.C., a Delaware limited liability company Landlord MICROFINANCIAL INCORPORATED, a Massachusetts corporation Tenant Exhibit
A-1 Exhibit A-2 Exhibit A-3 Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H
 1.
    
    Basic Lease Information.
 1.01
    
    Building shall mean the building located at Sixteen New England Executive
Park, Burlington, Massachusetts 01803, and commonly known as Sixteen New England
Executive Park. Rentable Square Footage of the Building is deemed to be 59,236
square feet.1.02
    
    Premises shall mean the area shown on Exhibit A-1to this Lease. The
Premises is located on the 1st and 2nd floor and known as suites
110 and 205. If the Premises include one or more floors in their entirety, all
corridors and restroom facilities located on such full floor(s) shall be considered
part of the Premises. The Rentable Square Footage of the Premises is deemed to be
23,834square feet, comprised of (i) 2,583 rentable square feet known as Suite No. 110
located on the 1st floor and (ii) 21,251 rentable square feet known as Suite
No. 205 located on the 2nd floor. Landlord and Tenant stipulate and agree
that the Rentable Square Footage of the Building and the Rentable Square Footage of the
Premises are correct.1.03
    
    Park shall mean the New England Executive Park, Burlington, Massachusetts and
the land on which it is constructed, as well as all existing and future buildings
(including the Building) and other improvements thereon. A depiction of the Park as it
currently exists, as of the date of this Lease, is set forth on Exhibit A-2attached
hereto. As of the date of this Lease, the Buildings proportionate share of shared
common area expenses of the Park (net of billings to other buildings within the Park
not owned by Landlord) is 5.78%, which proportionate share shall not be increased or
decreased during the Term of this Lease.1.04
    
    Base Rent:




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Annual Rate
    
    
    MonthlyCalendar Months of Term
    
    Per Square Foot
    
    
    Base RentCommencement Date  Last day of
12th full calendar month of
Term
    
    $
    22.50
    
    
    $
    44,688.7513  24
    
    $
    23.50
    
    
    $
    46,674.9225  36
    
    $
    24.00
    
    
    $
    47,668.0037  48
    
    $
    24.50
    
    
    $
    48,661.0849  60
    
    $
    25.00
    
    
    $
    49,654.1761  72
    
    $
    25.50
    
    
    $
    50,647.2573  Termination Date
    
    $
    26.00
    
    
    $
    51,640.33
 Notwithstanding anything in this Section of the Lease to the contrary, so long as
Tenant is not in Default (as defined in Section 18) under this Lease, Tenant shall
be entitled to an abatement of Base Rent in the amount of $44,688.75 per month for 4
consecutive full calendar months of the Term (as defined in Section 1.07), beginning
with the 1st full calendar month of the Term (the Base Rent Abatement
Period). The total amount of Base Rent abated during the Base Rent Abatement
Period shall equal $178,755.00 (the Abated Base Rent). During the Base Rent
Abatement Period, only Base Rent shall be abated, and all Additional Rent and other
costs and charges specified in this Lease shall remain as due and payable pursuant
to the provisions of this Lease.1.05
    
    Tenants Pro Rata Share: 40.2357%.1.06
    
    Base Year for Taxes (defined in Exhibit B): Fiscal Year (defined below) 2011
(i.e., July 1, 2010 to June 30, 2011); Base Year for Expenses (defined in Exhibit B):
calendar year 2011.For purposes hereof, Fiscal Year shall mean the Base Year for Taxes and each
period of July 1 to June 30 thereafter.1.07
    
    Term: The period commencing on the Commencement Date (defined below) and,
unless terminated earlier in accordance with this Lease, ending on the last day of the
90th full calendar month following the Commencement Date (the Termination
Date). The Commencement Date shall mean the date on which the Landlord Work
(defined in Section 1.15) and the Base Building Work (defined in Exhibit C) is
Substantially Complete (defined in Section 3). The parties anticipate that the
Landlord Work and the Base Building Work will be Substantially Complete on or about
January 15, 2010 (the Target Commencement Date), provided this Lease is mutually
executed and delivered by both Landlord and Tenant by September 15, 2010. In addition,
Landlord and Tenant shall also execute and Tenant may register or record, as
appropriate, at Tenants cost and expense, a Notice of Lease in the form attached as
Exhibit G.1.08
    
    Allowance(s): an amount not to exceed $953,360.00 (i.e., $40.00 per square
foot of the Premises), as further described in the attached Exhibit C.1.09
    
    Security Deposit: $140,203.51, as more fully described in Section 6.1.10
    
    Guarantor(s): As of the date of this Lease there are no Guarantors.
 2




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1.11
    
    Broker(s): FHO Partners (Tenants Broker), which represented Tenant in
connection with this transaction, and Meredith & Grew, Incorporated (Landlords
Broker), which represented Landlord in connection with this transaction.1.12
    
    Permitted Use: General office use and, with respect to the 1st
floor of the Premises only, storage of equipment.1.13
    
    Notice Address(es):
 Landlord:
    
    Tenant:MA-New England Executive Park, L.L.C.
c/o Equity Office 
125 Summer Street, 17th Floor 
Boston, Massachusetts 02110
Attention: Property Manager 
With a copy of any notices to Landlord
shall be sent to:
Equity Office 
Two North Riverside Plaza 
Suite 2100
Chicago, Illinois 60606
Attn: General Counsel
and a copy to:
Neal, Gerber & Eisenberg LLP 
Two North LaSalle Street 
Suite 1700
Chicago, Illinois 60602
Attn: Audrey E. Selin, Esq.
    
    Prior to the Commencement Date:
MicroFinancial Incorporated 
10-M Commerce Way 
Woburn, Massachusetts 01801
From and after the Commencement
Date:
MicroFinancial Incorporated 
Sixteen New England Executive Park 
Suite 200
Burlington, Massachusetts 01803
 1.14
    
    Business Day(s) are Monday through Friday of each week, exclusive of New
Years Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day (Holidays). Landlord may designate additional Holidays that are
commonly recognized by other office buildings in the area where the Building is
located. Building Service Hours are 8:00a.m. to 6:00p.m.on
Business Daysand 8:00a.m. to 1:00p.m.on Saturdays.1.15
    
    Landlord Work means the work that Landlord is obligated to perform in the
Premises pursuant to a separate agreement (the Work Letter) attached to this Lease as
Exhibit C.1.16
    
    Property means the Building and the parcel(s) of land on which it is located
and, at Landlords discretion, the parking facilities and other improvements, if any,
serving the Building and the parcel(s) of land on which they are located.
 3




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1.17
    
    Tenant shall not record this Lease or any memorandum or notice without
Landlords prior written consent; provided, however, Landlord agrees to consent to the
recordation or registration of a memorandum or notice of this Lease, at Tenants cost
and expense (and in a form reasonably satisfactory to Landlord), if the initial term of
this Lease or the initial term plus renewal terms granted exceed, in the aggregate, 7
years. If this Lease is terminated before the Term expires, upon Landlords request
the parties shall execute, deliver and record an instrument acknowledging the above and
the date of the termination of this Lease, and Tenant appoints Landlord its
attorney-in-fact in its name and behalf to execute the instrument if Tenant shall fail
to execute and deliver the instrument after Landlords request therefor within 10 days.
 2.
    
    Lease Grant.
 Common Areas
 3.
    
    Adjustment of Commencement Date; Possession.
 Substantially
Complete Exhibit C Exhibit C Tenant Delay
 4




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Exhibit D Commencement Letter
 Exhibit C Exhibit C
 Additional Rent
Abatement Trigger Period th Outside Completion Date
 5




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Required Completion Date Completion Date
Extension Notice
  4.
    
    Rent.
 Rent Additional Rent
 6




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Exhibit
B
 5.
    
    Compliance with Laws; Use.
 Law(s) Building-Wide Laws Base Building
 7




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Exhibit E
 6.
    
    Security Deposit.
  SD Reduction Condition Reduction Effective Date rd Security Reduction Notice
 7.
    
    Building Services.
 Exhibit H
 8




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Exhibit F
  Service Failure
 9




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th
 8.
    
    Leasehold Improvements.
 Leasehold Improvements Required
Removables Exhibit C
 10




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9.
    
    Repairs and Alterations.
 Cable
  Alterations Cosmetic Alteration
 11




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Alteration Approval
Items
 10.
    
    Entry by Landlord.
  12




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11.
    
    Assignment and Subletting.
 Transfer
 st
 13




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Business Transfer Affiliate Credit Requirement
 Use
 14




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12. Liens.
 ,
 13. Indemnity and Waiver of Claims.
 Losses Tenant Related Parties Landlord
Related Parties
  15




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14. Insurance.
  Tenants Property Tenant-Insured Improvements
  Form of Policies. Additional Insured
Parties ACORD 28 ACORD 25-S
  16




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Landlords
Insurance
 15. Subrogation.
  16. Casualty Damage.
 Casualty Completion Estimate
  17




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17. Condemnation.
 Taking
 18. Events of Default.
 Default Monetary
 18




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Default
  19. Remedies.
  Costs of Reletting
  19




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Prime Rate
  20. Limitation of Liability.
  20




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21. Relocation.
 Relocation
Space
 22. Holding Over.
  23. Subordination to Mortgages; Estoppel Certificate.
 Mortgage Mortgagee
 21




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22




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24. Notice.
 notice
 25. Surrender of Premises.
  23




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26. Miscellaneous.
   Force Majeure
  24




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EOPMC
    25




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26




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LANDLORD:
MA-NEW ENGLAND EXECUTIVE PARK, L.L.C., a
Delaware limited liability companyBy:Name:Title:TENANT:
MICROFINANCIAL INCORPORATED, a Massachusetts corporationBy:Name:Title: 27




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EXHIBIT A-1
 OUTLINE AND LOCATION OF PREMISES
 Lease MA-NEW ENGLAND EXECUTIVE PARK, L.L.C., a Delaware limited liability company Landlord MICROFINANCIAL INCORPORATED, a Massachusetts corporation Tenant




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EXHIBIT A-2
 OUTLINE AND LOCATION OF PARK
 Lease MA-NEW ENGLAND EXECUTIVE PARK, L.L.C., a Delaware limited liability company Landlord MICROFINANCIAL INCORPORATED, a Massachusetts corporation Tenant




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EXHIBIT A-3
 OUTLINE AND LOCATION OF OFFERING SPACE
 Lease MA-NEW ENGLAND EXECUTIVE PARK, L.L.C., a Delaware limited liability company Landlord MICROFINANCIAL INCORPORATED, a Massachusetts corporation Tenant
 A-1




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EXHIBIT B
 EXPENSES AND TAXES
 Lease MA-NEW ENGLAND EXECUTIVE PARK, L.L.C., a Delaware limited liability company Landlord MICROFINANCIAL INCORPORATED, a Massachusetts corporation Tenant
 1. Payments.
 Expense Excess st Tax
Excess th
  B-1




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2. Expenses.
 Expenses Labor
Costs Building Support Services GAAP Payback Period
 B-2




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Controllable Expenses
  B-3




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B-4




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Taxes
 Audit Rights Review Notice Period Review Notice Request for Information Period Request for
Information
 B-5




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Objection Period Objection Notice
 Tenants Auditors Audit Confidentiality
Agreement
 B-6




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EXHIBIT C
 WORK LETTER
 Lease MA-NEW ENGLAND EXECUTIVE PARK, L.L.C., a Delaware limited liability company Landlord MICROFINANCIAL INCORPORATED, a Massachusetts corporation Tenant
 Premises
 1.
    
    This Work Letter shall set forth the obligations of Landlord and Tenant with respect to the
improvements to be performed in the Premises for Tenants use. All improvements described in
this Work Letter to be constructed in and upon the Premises (other than the Base Building Work
[as herein defined]) by Landlord are hereinafter referred to as the Landlord Work. It is
agreed that construction of the Landlord Work will be completed at Tenants sole cost and
expense, subject to the Allowance (as defined below). The general contract for the Landlord
Work shall be competitively bid by at least 3 qualified, independent general contractors
suggested by Tenant and approved by Landlord. Landlord shall enter into a direct contract for
the Landlord Work with one of the foregoing general contractors or such other general
contractor suggested by Tenant and approved by Landlord, as selected by Landlord. However, if
required by Tenant, Landlord agrees to select the contractor with the lowest bid provided
(a) the contractor is approved by Landlord, (b) the subcontractors listed in the bid
are approved by Landlord in Landlords reasonable judgment, and (c) the bid is based upon the
scope of work, materials and specifications outlined in the Landlord Work Construction
Drawings (as herein defined). In addition, Landlord shall have the right to select and/or
approve of any subcontractors used in connection with the Landlord Work. After selection of
the general contractor and the approval of the Landlord Work Construction Drawings, Landlord
shall cause the general contractor to bid out all applicable subcontractor work relating to
the Landlord Work obtaining at least 3 competitive bids for the applicable subcontractor work
for all major trades. Tenant shall have the right to include qualified subcontractors to
participate in such competitive bidding process, provided that any such subcontractors must be
approved by Landlord in its reasonable judgment. Tenant and Landlord agree that Landlord is
not responsible and is not performing any alterations, repairs or improvements in the Premises
with respect to the telephone and data cabling, infrastructure (e.g., coring the floors, or
making structural alterations to the Premises), or any HVAC supplemental cooling, if any, nor
shall Landlord be responsible for purchasing or installing furniture or equipment in the
Premises. Landlord hereby approves the following general contractors to perform the Landlord
Work: J. Calnan & Associates, Lake Contracting Inc., Commodore Builders Inc., Heathrow Office
Environment Company and Execuspace Construction Company.2.
    
    Tenant shall be solely responsible for the timely preparation and submission to Landlord of
the final architectural, electrical and mechanical construction drawings, plans and
specifications (called Landlord Work Construction Drawings) necessary to construct the
Landlord Work, which Landlord Work Construction Drawings shall be subject to approval by
Landlord and Landlords architect and engineers as set forth
 
 C-1




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herein and shall comply with their requirements to avoid aesthetic or other conflicts with
the design and function of the balance of the Building. Tenant shall be responsible for
all elements of the design of Tenants plans (including, without limitation, compliance
with law, functionality of design, the structural integrity of the design, the
configuration of the Premises and the placement of Tenants furniture, appliances and
equipment), and Landlords approval of Tenants plans shall in no event relieve Tenant of
the responsibility for such design. If requested by Tenant, Landlords architect will
prepare the Landlord Work Construction Drawings necessary for such construction at Tenants
cost. Whether or not the layout and Landlord Work Construction Drawings are prepared with
the help (in whole or in part) of Landlords architect, Tenant agrees to remain solely
responsible for the timely preparation and submission of the Landlord Work Construction
Drawings and for all elements of the design of such Landlord Work Construction Drawings and
for all costs related thereto. Tenant has assured itself by direct communication with the
architect and engineers (Landlords or its own, as the case may be) that (i) the permit
ready set of the architectural, electrical and mechanical construction drawings, plans and
specifications (the Permit Ready Drawings) can be delivered to Landlord on or before
September 15, 2010 (the Permit Drawings Due Date), and (ii) the final approved Landlord
Work Construction Drawings can be delivered to Landlord on or before October 1, 2010 (the
Landlord Work Construction Drawings Due Date), provided that Tenant promptly furnishes
complete information concerning its requirements to said architect and engineers as and
when requested by them. Tenant covenants and agrees to cause the Permit Ready Drawings to
be delivered to Landlord on or before the Permit Drawings Due Date, and to cause the final,
approved Landlord Work Construction Drawings to be delivered to Landlord on or before the
Landlord Work Construction Drawings Due Date and to devote such time as may be necessary in
consultation with said architect and engineers to enable them to complete and submit the
Permit Ready Drawings and the Landlord Work Construction Drawings within the required time
limits. Time is of the essence in respect of preparation and submission of the Permit
Ready Drawings and the Landlord Work Construction Drawings by Tenant. If the Permit Ready
Drawings are not fully completed and delivered to Landlord by the Permit Drawings Due Date,
of if the Landlord Work Construction Drawings are not fully completed and approved by the
Landlord Work Construction Drawings Due Date, Tenant shall be responsible for one day of
Tenant Delay (as defined in the Lease to which this Exhibit is attached) for each day
during the period beginning on the day following the Permit Drawings Due Date or the
Landlord Work Construction Drawings Due Date, as the case may be, and ending on the date
the Permit Ready Drawings are delivered to Landlord, or the completed Landlord Work
Construction Drawings are delivered to Landlord and approved by Landlord, as the case may
be. (The word architect as used in this Exhibit shall include an interior designer or
space planner.)3.
    
    If Landlords estimate and/or the actual cost of construction shall exceed the Allowance,
Landlord, prior to commencing any construction of Landlord Work, shall submit to Tenant a
written estimate setting forth the anticipated cost of the Landlord Work, including but not
limited to labor and materials, contractors fees and permit fees. Within 3 Business Days
thereafter, Tenant shall either notify Landlord in writing of its approval of the cost
estimate, or specify its objections thereto and any desired changes to the proposed Landlord
Work. If Tenant notifies Landlord of such objections and desired changes, Tenant shall work
with Landlord to reach a mutually acceptable alternative cost estimate.
 C-2




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4.
    
    Once Landlords estimate has been determined in accordance with Section 3 above, if
Landlords estimate and/or the actual cost of construction shall exceed the Allowance, if any
(such amounts exceeding the Allowance being herein referred to as the Excess Costs), Tenant
shall pay to Landlord such Excess Costs, plus any applicable state sales or use tax thereon,
within thirty (30) days after demand. The statements of costs submitted to Landlord by
Landlords contractors shall be conclusive for purposes of determining the actual cost of the
items described therein, provided that Tenant shall receive copies of all such statements,
together with any back up information as Tenant may reasonably request to permit Tenant to
substantiate the validity of such statements. The amounts payable by Tenant hereunder
constitute Rent payable pursuant to the Lease, and the failure to pay same after written
request therefor from Landlord constitutes a Default under the Lease.5.
    
    If Tenant shall request any change, addition or alteration in any of the Permit Ready
Drawings or the Landlord Work Construction Drawings after approval by Landlord, Landlord shall
have such revisions to the drawings prepared and priced, and Tenant shall reimburse Landlord
for the reasonable cost thereof, plus any applicable state sales or use tax thereon, upon
demand. Promptly upon completion of the revisions to the Permit Ready Drawings or the
Landlord Work Construction Drawings, as the case may be, Landlord shall notify Tenant in
writing of the increased cost which will be chargeable to Tenant by reason of such change,
addition or deletion. Tenant, within one Business Day, shall notify Landlord in writing
whether it desires to proceed with such change, addition or deletion. In the absence of such
written authorization, Landlord shall have the option to continue work on the Premises
disregarding the requested change, addition or alteration, or Landlord may elect to
discontinue work on the Premises until it receives notice of Tenants decision, in which event
Tenant shall be responsible for any Tenant Delay in completion of the Premises resulting
therefrom. If such revisions result in a higher estimate of the cost of construction and/or
higher actual construction costs which exceed the Allowance, such increased estimate or costs
shall be deemed Excess Costs pursuant to Paragraph 4 hereof and Tenant shall pay such Excess
Costs, plus any applicable state sales or use tax thereon, as provided herein.6.
    
    Following approval of the Landlord Work Construction Drawings and the payment by Tenant of
the required portion of the Excess Costs, if any, Landlord shall cause the Landlord Work to be
constructed substantially in accordance with the approved Landlord Work Construction Drawings.
Landlord shall notify Tenant of Substantial Completion of the Landlord Work.7.
    
    Landlord, provided Tenant is not in Default beyond applicable cure periods, agrees to provide
Tenant with an allowance (the Allowance) in the amount of $953,360.00 (i.e., $40.00 per
rentable square foot of the Premises) to be applied toward the cost of the Landlord Work in
the Premises and other costs and expenses of Tenant as set forth herein. If the Allowance
shall not be sufficient to complete the Landlord Work, Tenant shall pay the Excess Costs, plus
any applicable state sales or use tax thereon, as prescribed in Paragraph 4 above. Any
portion of the Allowance which exceeds the cost of the Landlord Work (Unused Allowance) or
is otherwise remaining after May 31, 2011, shall be applied against Base Rent next becoming
due, or Tenants Moving Costs, FF&E Costs or Cabling Costs (as those terms are herein
defined). Landlord shall disburse such portion of the Unused Allowance requested by Tenant
for such purposes within 30 days after the later to occur of (i) Landlords receipt of
Tenants written request for disbursement specifying whether such disbursement shall be
applied toward Base
 C-3




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Rent or Tenants Moving Costs, FF&E Costs or Cabling Costs, (ii) receipt of paid invoices
from Tenant with respect to Tenants actual Moving Costs, FF&E Costs or Cabling Costs, as
the case may be, in the event Tenant has requested that all or a portion of the Unused
Allowance be applied against Tenants Moving Costs, FF&E Costs or Cabling Costs, and (iii)
the Commencement Date, but in no event earlier than the date of Substantial Completion and
payment of all cost incurred in connection with the Landlord Work. Landlord shall be
entitled to deduct from the Allowance a construction management fee for Landlords
oversight of the Landlord Work in an amount equal to 2% of the total cost of the Landlord
Work.8
    
    For purposes hereof, (i) Tenants Moving Costs shall mean the costs and expenses incurred
by Tenant in connection with moving Tenants furniture, fixtures and equipment from its
existing location into the Premises, (ii) Tenants FF&E Costs shall mean the costs and
expenses incurred by Tenant in purchasing any furniture, equipment or other personalty for the
Premises, and (iii) Tenants Cabling Costs shall mean the costs and expenses incurred by
Tenant for the cost of the purchase and installation of telephone, computer and data cabling
in the Premises. Landlord shall have the right to require Tenant to remove all or any portion
of such cabling, at Tenants cost, upon expiration or earlier termination of the Lease, and
the terms and provisions of Section 8 of the Lease shall be applicable with respect to such
cabling.9.
    
    In addition to the Landlord Work, Landlord shall be responsible for performing the following
improvements to the Building (including all labor and materials necessary to perform such
work) in accordance with the following list (the Base Building Work) using Building standard
methods, materials and finishes prior to the Commencement Date. All Base Building Work shall
be performed at Landlords sole cost and expense and in a good and workmanlike manner and in
compliance with applicable Laws. In no event shall the cost of the Base Building Work be
applied against or deducted from the Allowance or passed through to Tenant as an Expense (as
defined in the Lease to which this Exhibit is attached). Landlord shall have the right to
change the plans and specifications for the Base Building Work from time to time, provided
that Landlord shall not materially reduce the overall quality of the Base Building Work.
 Base Building Work
 a.
    
    Re-paint the painted walls in the common areas on the 1st and
2nd floors of the Building using one Building standard color per open area
which paint color shall be selected by Landlord but Tenant shall provide its input as
to which paint color Tenant would select from the paint samples furnished by Landlord.
 b.
    
    Re-carpet the carpeted areas in the common areas on the 1st and
2nd floors of the Building with new Building standard carpeting, which
carpet shall be selected by Landlord but Tenant shall provide its input as to which
carpet Tenant would select from the carpet samples furnished by Landlord.
 c.
    
    Ebonize the existing oak located in the common areas on the 1st
and 2nd floors of the Building.
 d.
    
    Replace the track lighting over the communicating stairwell located between
the lobby of the Building and the 2nd floor elevator lobby, which track
lighting shall be
 C-4




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selected by Landlord but Tenant shall provide its input as to which track lighting
Tenant would select from the samples of track lighting furnished by Landlord.
 e.
    
    Clean the base building electric closet located within the Premises located
on the 2nd floor.
 f.
    
    Clean, repair, replace at Landlords sole discretion the brickwork located at
the main entrance of the Building.
 g.
    
    Replace, repair or clean the existing perimeter blinds located throughout the
Premises.
 h.
    
    Improve the 1st and 2nd floor restrooms to include the
installations of new lighting, countertops, sinks, faucets, and entry doors. Re-paint
the painted walls in the restrooms on the 1st and 2nd floors of
the Building using one Building standard color similar to or the same as the color
used in the common area bathroom that was viewed by Tenant in the building commonly
known as Twenty Four New England Executive Park (the 24 NEEP Common Area Restrooms).
Re-paint and/or refurbish the existing partitions and floor tile in the common area
restrooms on the 1st and 2nd floors of Building to look similar
to the 24 NEEP Common Area Restrooms.
 i.
    
    Replace one loading dock leveler with one new leveler, as well as
reconditioning and repairing the existing loading dock areas. Install a new double
door access from the 1st floor of Tenants Premises to the loading dock.
 j.
    
    Demise the portion of the Premises on the 1st floor of the
Building from the remainder of the leasable space located on the 1st floor
of the Building.
 10.
    
    This Exhibit shall not be deemed applicable to any additional space added to the Premises at
any time or from time to time, whether by any options under the Lease or otherwise, or to any
portion of the original Premises or any additions to the Premises in the event of a renewal or
extension of the original Term of the Lease, whether by any options under the Lease or
otherwise, unless expressly so provided in the Lease or any amendment or supplement to the
Lease.
 C-5




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EXHIBIT D
 COMMENCEMENT LETTER
  DateTenantAddress
 Re:
    
    Commencement Letter with respect to that certain Lease dated as of
__________, 2010, by and between MA-NEW ENGLAND EXECUTIVE PARK,
L.L.C., a Delaware limited liability company,as Landlord, and
MICROFINANCIAL INCORPORATED, a Massachusetts corporation,as Tenant,
for 23,834rentable square feet on the 1st and
2nd floors of the Building located at Sixteen New England
Executive Park, Burlington, Massachusetts 01803.
Lease Id: _________________
Business Unit Number: _______________________
 Dear
    
    __________________:
  ________________________
 ___________________________
   
  Tenant:By:Name:Title:Date:
 D-1




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EXHIBIT E
 BUILDING RULES AND REGULATIONS
 Lease MA-NEW ENGLAND EXECUTIVE PARK, L.L.C., a Delaware limited liability company Landlord MICROFINANCIAL INCORPORATED, a Massachusetts corporation Tenant
        E-1




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E-2




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Labor Disruption
         E-3




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p.m.
 E-4




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EXHIBIT F
 ADDITIONAL PROVISIONS
 Lease MA-NEW ENGLAND EXECUTIVE PARK, L.L.C., a Delaware limited liability company Landlord MICROFINANCIAL INCORPORATED, a Massachusetts corporation Tenant
 1.
    
    Parking.
 1.01.
    
    Landlord agrees to make available 81 unreserved parking spaces (collectively,
the Spaces), for the use of Tenant and its employees, in the parking facility owned
by Landlord that serves the Building (the Parking Facility), and if the Parking
Facility includes a garage, then such Spaces may be in, or on the roof of, such garage.
No deductions or allowances shall be made for days when Tenant or any of its employees
does not utilize the Parking Facility or for Tenant utilizing less than all of the
Spaces. Tenant shall not have the right to use more than the number of unreserved
Spaces set forth above.
 1.02.
    
    During the initial Term and any extension thereof, the Spaces shall be free of
charge.
 1.03.
    
    Except for particular spaces and areas designated by Landlord for reserved
parking, all parking in the Parking Facility shall be on an unreserved, first-come,
first-served basis.
 1.04.
    
    Landlord shall not be responsible for money, jewelry, automobiles or other
personal property lost in or stolen from the Parking Facility regardless of whether
such loss or theft occurs when the Parking Facility is locked or otherwise secured.
Except as caused by the negligence or willful misconduct of Landlord and without
limiting the terms of the preceding sentence, Landlord shall not be liable for any
loss, injury or damage to persons using the Parking Facility or automobiles or other
property therein, it being agreed that, to the fullest extent permitted by law, the use
of the Spaces shall be at the sole risk of Tenant and its employees.
 1.05.
    
    Landlord shall have the right from time to time to designate the location of
the Spaces and to promulgate reasonable rules and regulations regarding the Parking
Facility, the Spaces and the use thereof, including, but not limited to, rules and
regulations controlling the flow of traffic to and from various parking areas, the
angle and direction of parking and the like. Tenant shall comply with and cause its
employees to comply with all such rules and regulations as well as all reasonable
additions and amendments thereto, provided the same are generally applicable and
generally applied against all other users of the Parking Facility and do not materially
interfere with access to or use and enjoyment of the Spaces.
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1.06.
    
    Tenant shall not store or permit its employees to store any automobiles in the
Parking Facility without the prior written consent of Landlord. Except for emergency
repairs, Tenant and its employees shall not perform any work on any automobiles while
located in the Parking Facility or on the Property. If it is necessary for Tenant or
its employees to leave an automobile in the Parking Facility overnight, Tenant shall
provide Landlord with prior notice thereof designating the license plate number and
model of such automobile.
 1.07.
    
    Landlord shall have the right to temporarily close the Parking Facility or
certain areas therein in order to perform necessary repairs, maintenance and
improvements to the Parking Facility. Landlord shall, in the exercise of the right
reserved herein, use reasonable efforts not to materially interfere with Tenants or
Tenants employees access to or use or enjoyment of the Premises, and in the event of
any such temporary closure which would prevent Tenant from using any or all of the
Spaces, Landlord shall provide to Tenant alternate parking during the period of any
such closure for such affected Spaces.
 1.08.
    
    Tenant shall not assign or sublease any of the Spaces without the consent of
Landlord, other than in connection with a Business Transfer or other Transfer consented
to by Landlord. Landlord shall have the right to terminate this Parking Agreement with
respect to any Spaces that Tenant desires to sublet or assign, other than as aforesaid.
 1.09.
    
    Landlord may elect to provide parking cards or keys to control access to the
Parking Facility. In such event, Landlord shall provide Tenant with one card or key
for each Space that Tenant is leasing hereunder, provided that Landlord shall have the
right to require Tenant or its employees to place a deposit on such access cards or
keys and to pay a fee for any lost or damaged cards or keys.
 1.10.
    
    Landlord hereby reserves the right to enter into a management agreement or
lease with an entity for the Parking Facility (Parking Facility Operator). In such
event, Tenant, upon request of Landlord, shall enter into a parking agreement with the
Parking Facility Operator which shall be consistent with the provisions of this Section
1, and pay the Parking Facility Operator the monthly charge established hereunder, and
Landlord shall have no liability for claims arising through acts or omissions of the
Parking Facility Operator unless caused by Landlords negligence or willful misconduct.
It is understood and agreed that the identity of the Parking Facility Operator may
change from time to time during the Term. In connection therewith, any parking lease
or agreement entered into between Tenant and a Parking Facility Operator shall be
freely assignable by such Parking Facility Operator or any successors thereto.
 2.
    
    Extension Option.
 2.01.
    
    Grant of Option; Conditions. Subject to the terms herein, Tenant
shall have the right to extend the Term (the First Extension Option) for one
additional period of 5 years commencing on the day following the Termination Date of
the initial Term and ending on the 5th anniversary of the Termination Date
(the First Extension Term), and, if Tenant properly exercised the First Extension
Option and the Term was extended as a result thereof, Tenant shall also have the right
to extend the Term (the Second Extension Option) for one additional period of
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5 years commencing on the date following the last day of the First Extension Term
and ending on the 5th anniversary of the last day of the First Extension
Term (the Second Extension Term). Throughout the remainder of this Extension
Option provision, unless specifically provided otherwise, the First Extension Option
and Second Extension Option are each referred to as an Extension Option, and the
First Extension Term and the Second Extension Term are each referred to as an
Extension Term.
 It is agreed that Tenant may exercise an Extension Option only if:
 a.
    
    Landlord receives irrevocable and unconditional written notice
of exercise (Extension Notice) (i) with respect to an exercise of the First
Extension Option, not less than 12 full calendar months prior to the expiration
of the initial Term and not more than 15 full calendar months prior to the
expiration of the initial Term, or (ii) with respect to an exercise of the
Second Extension Option, not less than 12 full calendar months prior to the
expiration of the First Extension Term and not more than 15 full calendar
months prior to the expiration of the First Extension Term; and
 b.
    
    Tenant is not in Default under the Lease beyond any applicable
cure periods at the time that Tenant delivers its Extension Notice; and
 c.
    
    No more than 25% of the Premises (in the aggregate) is sublet
at the time that Tenant delivers its Extension Notice; and
 d.
    
    The Lease has not been assigned (other than pursuant to a
Business Transfer, as defined in Section 11.04 of the Lease) prior to the date
that Tenant delivers its Extension Notice; and
 e.
    
    With respect to the Second Extension Option, Tenant previously
properly exercised the First Extension Option and the Term was extended as a
result thereof.
 2.02.
    
    Terms Applicable to Premises During Extension Term.
 a.
    
    The initial Base Rent rate per rentable square foot for the
Premises during the Extension Term shall equal the Prevailing Market
(hereinafter defined) rate per rentable square foot for the Premises. Base
Rent during the Extension Term shall increase or decrease, if at all, in
accordance with the changes assumed in the determination of the Prevailing
Market rate. Base Rent attributable to the Premises shall be payable in
monthly installments in accordance with the terms and conditions of the Lease.
 b.
    
    Tenant shall pay Additional Rent (i.e. Taxes and Expenses) for
the Premises during the Extension Term in accordance with the Lease, and the
manner and method in which Tenant reimburses Landlord for Tenants share of
Taxes and Expenses and the Base Year applicable to such matter, shall be some
of the factors considered in determining the Prevailing Market rate for the
Extension Term.
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2.03.
    
    Definition of Prevailing Market. For purposes hereof, Prevailing
Market shall mean the arms length fair market annual rental rate per rentable square
foot under leases and renewal leases and amendments entered into on or about the date
on which the Prevailing Market is being determined hereunder for space comparable to
the Premises in the Building and office buildings comparable to the Building in the
Burlington, Massachusetts area. The determination of Prevailing Market for the
applicable Extension Term shall take into account any material economic differences
between the terms of this Lease and any comparison lease, such as rent abatements,
construction costs and other concessions, and the manner, if any, in which the landlord
under any such lease is reimbursed for operating expenses and taxes. Notwithstanding
the foregoing, space leased under any of the following circumstances shall not be
considered to be comparable for purposes hereof: (i) the lease term is for less than 5
years, or (ii) the space has a lack of windows and/or an awkward or unusual shape or
configuration. The foregoing is not intended to be an exclusive list of space that
will not be considered to be comparable.
 2.04.
    
    Arbitration Procedure Tenant shall exercise the Extension Option by
giving the Landlord the Extension Notice. If Tenant fails to give the Extension Notice
to Landlord within the time period described above, then the Extension Option shall be
null and void and of no further force or effect. Within 30 days of receiving Tenants
Extension Notice, Landlord shall give Tenant notice of Landlords determination of the
Prevailing Market rate for the applicable Extension Term. If Tenant disagrees with
Landlords determination of the Prevailing Market rate during the applicable Extension
Term, Landlord and Tenant shall attempt to agree on the Prevailing Market rate for the
applicable Extension Term. If the parties do not so agree on the Prevailing Market
rate within 30 days of the date of Tenants Extension Notice, Landlord and Tenant shall
submit the determination of Prevailing Market rate for the applicable Extension Term to
binding arbitration unless the parties otherwise mutually agree in their respective
sole discretion. In such event, Landlord and Tenant shall each appoint a reputable
commercial leasing broker as arbitrator, each of whom shall have at least 10 years
active and current experience in the commercial real estate industry and the
Burlington, Massachusetts leasing market with working knowledge of current rental rates
and leasing practices related to buildings similar to the Building. Such an
appointment shall be signified in writing by each party to the other. If either party
shall fail to appoint an arbitrator within a period of 10 days after written notice
from the other party to make such appointment, the sole arbitrator appointed shall make
the determination of the Prevailing Market rate for the applicable Extension Term in
the same manner provided below as though it were the third arbitrator. If both parties
appoint an arbitrator, the arbitrators so appointed shall appoint a third arbitrator,
who is a reputable commercial leasing broker and has at least 10 years active and
current experience in the commercial real estate industry and in the Burlington,
Massachusetts leasing market with working knowledge of current rental rates and leasing
practices related to buildings similar to the Building, within 10 days after the
appointment of the second arbitrator. Each of Landlord and Tenant shall furnish each
of the three arbitrators with a copy of their respective final determination of the
Prevailing Market rate for the applicable Extension Term. The third arbitrator shall
proceed with all reasonable dispatch to determine whether Landlords final
determination of Prevailing Market rate for the applicable
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Extension Term or Tenants final determination of Prevailing Market rate for the
applicable Extension Term, most closely reflects the Prevailing Market rate for the
applicable Extension Term and in no event shall the arbitrator have the right (i) to
average the final determination of Prevailing Market rate for the applicable
Extension Term of Landlord and Tenant or (ii) to choose another rate. The decision
of such third arbitrator shall in any event be rendered within 30 days after his/her
appointment, or within such other period as the parties shall agree, and such
decision shall be in writing and in duplicate, one counterpart thereof to be
delivered to each of the parties. The arbitration shall be conducted in accordance
with the rules of the American Arbitration Association (or its successor) and
applicable Law and this Section, which shall govern to the extent of any conflict
between this Section and the rules of the American Arbitration Association, and the
decision of the third arbitrator shall be reviewable only to the extent provided by
the rules of the American Arbitration Association and shall otherwise be binding,
final and conclusive on the parties. Each party shall pay the fees of the
arbitrator it chose and the fees of its counsel and both parties shall equally split
the fees of the third arbitrator and the reasonable and necessary expenses incident
to the proceedings; provided however, if a party fails to appoint an arbitrator, the
fees of the sole arbitrator shall be split between the two parties equally.2.05.
    
    Extension Amendment. If Tenant is entitled to and validly exercises
an Extension Option, Landlord shall prepare an amendment (the Extension Amendment) to
reflect changes in the Base Rent, Term, Termination Date and other appropriate terms.
The Extension Amendment shall be (i) sent to Tenant within a reasonable time after
final determination of the Prevailing Market rate as provided in Section 2.04 hereof,
(ii) revised by Landlord, if necessary, to incorporate any changes by Tenant that are
necessary to accurately reflect the terms and conditions of Tenants Extension Option;
and , (iii) executed by Tenant and returned to Landlord within 15 days after the
Extension Amendment is delivered to Tenant by Landlord. Notwithstanding the foregoing,
an otherwise valid exercise of an Extension Option shall be fully effective whether or
not the Extension Amendment is executed.
 2.06.
    
    Time of the Essence. Time is of the essence with respect to all of
the time periods set forth in this Section 2.
 2.07.
    
    Personal to Tenant. Notwithstanding anything herein to the contrary,
Tenants Extension Options are personal to Tenant and to any assignee pursuant to a
Business Transfer, and in no other event shall such Extension Options be assignable.
 3.
    
    Monument Signage.
 3.01.
    
    During the initial Term and any extension thereof and provided that Tenant is
not in Default under the Lease beyond any applicable notice and cure period and further
provided that Tenant leases and occupies at least 21,251 rentable square feet in the
Building, Tenant, but subject to governmental approval, shall have the right to install
its name and/or corporate logo on the first position on the exterior monument sign
located at the entrance to the Building (the Building Monument Sign) and install its
name and/or corporate logo on the New England Executive
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Park monument sign for the Property (the Park Monument Sign). The design, size
and color of the signage with Tenants name and/or corporate logo to be installed on
the Building Monument Sign and the Park Monument Sign, and the manner in which it is
attached to the Building Monument Sign and the Park Monument Sign, shall be subject
to the reasonable approval of Landlord and all applicable governmental authorities.
The Tenants signage shall be consistent with other monument signs of other tenants
in the Park. Landlord, at its cost, shall repair and clean the Building Monument
Sign. Thereafter, Tenant, at its cost, shall be responsible for the maintenance,
repair, replacement and removal of the Tenants signage on the Building Monument
Sign and the Park Monument Sign, which shall be maintained in a manner reasonably
satisfactory to Landlord.3.02.
    
    Upon expiration or earlier termination of the Lease or Tenants right to
possession of the Premises, or if Tenant is in Default under the Lease beyond any
applicable notice and cure period, or if Tenant leases and occupies less than 21,251
rentable square feet in the Building, Tenant, at its cost within 30 days after request
of Landlord, shall remove the Tenants signage from the Building Monument Sign and the
Park Monument Sign and restore the affected portion of the Building Monument Sign and
the Park Monument Sign to the conditions they were in prior to installation of Tenants
signage thereon, ordinary wear and tear excepted. If Tenant cures the Default causing
Landlord to require the removal of the signage prior to the expiration of such 30-day
period, Tenant shall not be required to remove such signage. If Tenant does not
perform the installation, maintenance, repair, replacement, or removal work specified
in this Section 3 within 30 days after notice from Landlord, then Landlord may do so,
at Tenants cost, and Tenant shall reimburse Landlord, as Additional Rent, for the cost
of such work within 30 days after request therefor.
 3.03.
    
    Notwithstanding anything herein to the contrary, Tenants rights with respect
to the Building Monument Sign and the Park Monument Sign are personal to Tenant and any
assignee pursuant to a Business Transfer and in no event shall the rights set forth in
this Section 3 be assignable.
 4.
    
    Initial Suite Signage, Floor Directories and Building Directory. Notwithstanding
anything to the contrary contained in Section 3 of Exhibit E(Building Rules and Regulations)
of the Lease, Landlord, at Landlords cost and expense, shall install, for the Tenant as
initially named herein, using the standard graphics for the Building, an initial Building
standard tenant identification sign for the exclusive use of Tenant on the main lobby
stairwell leading to the Premises, an initial Building standard tenant identification sign for
the exclusive use of Tenant and suite numbers at the entrance to the initial Premises, and an
initial Building standard tenant identification sign on the floor directories on the floors on
which the Premises is located, and on the Building directory in the main Building lobby.
Thereafter, any additional or replacement tenant identification shall be (i) subject to
Landlords prior review and approval thereof, and (ii) installed by Landlord, at Tenants cost
and expense, using the standard graphics for the Building.5.
    
    Right of First Offer.
 5.01.
    
    Grant of Option; Conditions. Tenant shall have an ongoing right of
first offer (the Right of First Offer) with respect to any space on the
1st floor of the Building
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as shown on the demising plan attached hereto as Exhibit A-3(the Option Space,
provided that any portion of the Option Space which is the subject to an Advice, as
herein defined, shall be referred to herein as an Offering Space). Tenants Right
of First Offer shall be exercised as follows: if during the Term Landlord determines
(in Landlords reasonable judgment) that any Offering Space is available to lease to
a third party other than (i) the existing tenant or occupant of the Offering Space,
or (ii) any person or entity then having any preexisting rights to such Offering
Space which predate the date of this Lease, then Landlord shall advise Tenant (the
Advice) of the economic and other terms and conditions under which Landlord is
prepared to lease such Offering Space to Tenant, which terms shall reflect the
Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably
determined by Landlord. Tenant may lease such Offering Space in its entirety only,
under such terms, (i) by delivering written notice of exercise to Landlord (the
Notice of Exercise) within 5 days after the date of the Advice, and (ii) by
representing and warranting to Landlord in the Notice of Exercise that the Offering
Space is for the exclusive use of Tenant during the Term. In the event Tenant
desires to exercise its Right of First Offer, but Tenant disagrees with Landlords
determination of the Prevailing Market rate for the Offering Space, Tenant shall
have the right to provide Landlord with a Notice of Exercise meeting the
requirements set forth above within the time period specified above, but such Notice
of Exercise shall also (a) indicate Tenants disagreement with Landlords
determination of the Prevailing Market rate for the Offering Space, (b) set forth
Tenants determination of the Prevailing Market rate for the Offering Space, and (c)
indicate Tenants election to have the Prevailing Market rate determined in
accordance with the provisions of Section 5.06 below. In any event, Tenants
delivery of a Notice of Exercise shall be deemed to be the irrevocable exercise by
Tenant of its Right of First Offer subject to and in accordance with the provisions
of this Section 5. Notwithstanding the foregoing, Tenant shall have no such Right
of First Offer and Landlord need not provide Tenant with an Advice, if:
 a.
    
    Tenant is in Default under the Lease beyond any applicable cure
periods at the time that Landlord would otherwise deliver the Advice; or
 b.
    
    more than 25% of the Premises (in the aggregate) is sublet
(other than pursuant to a Business Transfer, as defined in Section 11.04 of the
Lease) at the time Landlord would otherwise deliver the Advice; or
 c.
    
    the Lease has been assigned (other than pursuant to a Business
Transfer, as defined in Section 11.04 of the Lease) prior to the date Landlord
would otherwise deliver the Advice; or
 d.
    
    Tenant has vacated or abandoned all or a portion of the
Premises on the date Landlord would otherwise deliver the Advice; or
 e.
    
    the Offering Space is not intended for the exclusive use of
Tenant during the Term; or
 f.
    
    the existing tenant or occupant in the Offering Space is
interested in extending or renewing its lease for the Offering Space or
entering into a new lease for the Offering Space or any other person or entity
having any
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pre-existing rights in the Offering Space is interested in entering into a
new lease for the Offering Space.
 5.02.
    
    Terms for Offering Space.
 a.
    
    The term for the Offering Space set forth in such Advice shall
commence upon the commencement date stated in the Advice and shall thereafter
continue for the period stated in such Advice. Effective as of the
commencement date stated in such Advice, the applicable Offering Space shall be
considered a part of the Premises, provided that all of the terms stated in
such Advice shall govern Tenants leasing of such portion of the Offering Space
and only to the extent that they do not conflict with such Advice, the terms
and conditions of this Lease shall apply to such Offering Space.
 b.
    
    Tenant shall pay Base Rent and Additional Rent for the Offering
Space in accordance with the terms and conditions of the Advice, which terms
and conditions shall reflect the Prevailing Market rate for the Offering Space
as determined in Landlords reasonable judgment, subject to the provisions of
Section 5.06 below.
 c.
    
    The Offering Space (including improvements and personalty, if
any) shall be accepted by Tenant in its condition and as-built configuration
existing on the earlier of the date Tenant takes possession of the Offering
Space or as of the date the term for the Offering Space commences, unless the
Advice specifies any work to be performed by Landlord in the Offering Space, in
which case Landlord shall perform such work in the Offering Space. If Landlord
is delayed delivering possession of the Offering Space set forth in the Advice
due to the holdover or unlawful possession of such space by any party, Landlord
shall use reasonable efforts to obtain possession of the space, and the
commencement of the term for the Offering Space shall be postponed until the
date Landlord delivers possession of the Offering Space to Tenant free from
occupancy by any party.
 5.03.
    
    Termination of Right of First Offer. The rights of Tenant hereunder
with respect to each applicable Offering Space shall terminate on the earlier to occur
of: (i) the last day of the 60th full calendar month following the
Commencement Date; (ii) Tenants failure to exercise its Right of First Offer within
the 5 day period provided in Section 5.01 above with respect to the particular Offering
Space which was offered to Tenant; and (iii) the date Landlord would have provided
Tenant an Advice if Tenant had not been in violation of one or more of the conditions
set forth in Section 5.01 above. If Tenant exercises its Right of First Offer, or
loses its Right of First Offer as described above in this Section 5.03, with respect to
an Offering Space, Tenant nonetheless shall continue to have a Right of First Offer on
any other applicable portion of the Option Space until the applicability of the earlier
of items (i), (ii), or (iii) with respect to any applicable portion of the Option
Space. In addition, if Landlord provides Tenant with an Advice for any Offering Space
(the Benefitted Option Space) that contains expansion rights (whether such rights are
described as an expansion option, right of first refusal, right of first offer or
otherwise) with respect to any other portion of
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the Option Space (such other portion of the Offering Space or the Option Space
subject to such expansion rights is referred to herein as the Encumbered Offering
Space) and Tenant does not exercise its Right of First Offer to lease the Offering
Space described in the Advice, Tenants Right of First Offer with respect to the
Encumbered Offering Space shall be subject and subordinate to all such expansion
rights contained in the Advice to the extent such rights are actually contained in a
lease with a third party for such Benefitted Option Space.5.04.
    
    Offering Amendment. If Tenant exercises its Right of First Offer for
a particular Offering Space, Landlord shall prepare an amendment (the Offering
Amendment) adding the Offering Space to the Premises on the terms set forth in the
Advice and reflecting the changes in the Base Rent, Rentable Square Footage of the
Premises, Tenants Pro Rata Share and other appropriate terms. A copy of the Offering
Amendment shall be sent to Tenant within a reasonable time after Landlords receipt of
the Notice of Exercise executed by Tenant, and Tenant shall execute and return the
Offering Amendment to Landlord within 15 days thereafter, but an otherwise valid
exercise of the Right of First Offer shall be fully effective whether or not the
Offering Amendment is executed.
 5.05.
    
    Definition of Prevailing Market. For purposes hereof, Prevailing
Market shall mean the arms length fair market annual rental rate per rentable square
foot under leases and renewal and expansion amendments entered into on or about the
date on which the Prevailing Market is being determined hereunder for space comparable
to the applicable Offering Space in the Building and office buildings comparable to the
Building in Burlington, Massachusetts. The determination of Prevailing Market shall
take into account any material economic differences between the terms of this Lease and
any comparison lease, such as rent abatements, construction costs and other
concessions, and the manner, if any, in which the landlord under any such lease is
reimbursed for operating expenses and taxes. Notwithstanding the foregoing, space
leased under any of the following circumstances shall not be considered to be
comparable for purposes hereof: (i) the lease term is for less than 5 years, (ii) the
space is encumbered by the option rights of another tenant, or (iii) the space has a
lack of windows and/or an awkward or unusual shape or configuration. The foregoing is
not intended to be an exclusive list of space that will not be considered to be
comparable.
 5.06.
    
    Arbitration Procedures. In the event Tenant has timely provided
Landlord with a Notice of Exercise satisfying the requirements set forth in Section
5.01 above and which indicates Tenants disagreement with Landlords determination of
the Prevailing Market rate for such portion of the Offering Space and sets forth
Tenants determination of the Prevailing Market rate for such portion of the Offering
Space, Landlord and Tenant shall attempt to agree on the Prevailing Market rate for
such portion of the Offering Space, acting in good faith. If the parties agree on the
Prevailing Market rate for such portion of the Offering Space within 30 days of the
date of Tenants Notice of Exercise, then Landlord and Tenant shall enter into an
Offering Amendment based upon such determination of the Prevailing Market rate for such
portion of the Offering Space. If the parties do not so agree on the Prevailing Market
rate within 30 days of the date of Tenants Notice of Exercise, Landlord and Tenant
shall submit the determination of Prevailing Market rate to binding arbitration unless
the parties otherwise mutually agree in their respective sole discretion. In such
event, Landlord and
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Tenant shall each appoint a reputable commercial leasing broker as arbitrator, each
of whom shall have at least 10 years active and current experience in the
commercial real estate industry and the Burlington, Massachusetts leasing market
with working knowledge of current rental rates and leasing practices related to
buildings similar to the Building. Such an appointment shall be signified in
writing by each party to the other. If either party shall fail to appoint an
arbitrator within a period of 10 days after written notice from the other party to
make such appointment, the sole arbitrator appointed shall make the determination of
the Prevailing Market rate in the same manner provided below as though it were the
third arbitrator. If both parties appoint an arbitrator, the arbitrators so
appointed shall appoint a third arbitrator, who is a reputable commercial leasing
broker and has at least 10 years active and current experience in the commercial
real estate industry and Burlington, Massachusetts leasing market with working
knowledge of current rental rates and leasing practices related to buildings similar
to the Building, within 10 days after the appointment of the second arbitrator.
Each of Landlord and Tenant shall furnish each of the three arbitrators with a copy
of their respective final determination of the Prevailing Market rate. The third
arbitrator shall proceed with all reasonable dispatch to determine whether
Landlords final determination of Prevailing Market rate or Tenants final
determination of Prevailing Market rate, most closely reflects the Prevailing Market
rate and in no event shall the arbitrator have the right (i) to average the final
determination of Prevailing Market rate of Landlord and Tenant or (ii) to choose
another rate. The decision of such third arbitrator shall in any event be rendered
within 30 days after his/her appointment, or within such other period as the parties
shall agree, and such decision shall be in writing and in duplicate, one counterpart
thereof to be delivered to each of the parties. The arbitration shall be conducted
in accordance with the rules of the American Arbitration Association (or its
successor) and applicable Law and this Section, which shall govern to the extent of
any conflict between this Section and the rules of the American Arbitration
Association, and the decision of the third arbitrator shall be reviewable only to
the extent provided by the rules of the American Arbitration Association and shall
otherwise be binding, final and conclusive on the parties. Each party shall pay the
fees of the arbitrator it chose and the fees of its counsel and both parties shall
equally split the fees of the third arbitrator and the reasonable and necessary
expenses incident to the proceedings; provided however, if a party fails to appoint
an arbitrator, the fees of the sole arbitrator shall be split between the two
parties equally.
 If the Prevailing Market rate has not been determined by the commencement date of
the term for the Offering Space, Tenant shall pay Base Rent for the Offering Space
upon the terms and conditions set forth in the Advice until such time as the
Prevailing Market rate has been determined. Upon such determination, the Base Rent
for the Offering Space shall be retroactively adjusted to the commencement of the
term for the Offering Space. If such adjustment results in an underpayment of Base
Rent by Tenant, Tenant shall pay Landlord the amount of such underpayment within 30
days after the determination thereof. If such adjustment results in an overpayment
of Base Rent by Tenant, Landlord shall credit such overpayment against the next
installment of Base Rent due under the Lease for the Offering Space and, to the
extent necessary, any subsequent installments, until the entire amount of such
overpayment has been credited against Base Rent.
 F-10




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5.07.
    
    Subordination. Notwithstanding anything herein to the contrary,
Tenants Right of First Offer is subject and subordinate to the expansion rights
(whether such rights are designated as a right of first offer, right of first refusal,
expansion option or otherwise) of any tenant of the Building existing on the date
hereof.
 5.08.
    
    Time of the Essence. Time is of the essence with respect to all time
periods set forth in this Section 5.
 5.09.
    
    Personal to Tenant. Notwithstanding anything herein to the contrary,
Tenants Right of First Offer is personal to Tenant and in no event shall such Right of
First Offer be assignable (except in connection with a Business Transfer, as defined in
Section 11.04 of the Lease).
 6.
    
    Security System. Tenant shall have the right to install a separate security system
for the Premises (Security System), however, provided that any such Security System shall be
compatible with the Buildings security system and shall be subject to Landlords prior review
and approval, including review and approval of the plans and specifications for such Security
System, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant
shall keep and maintain the Security System in good working order, condition and repair
throughout the Term of this Lease. The installation, maintenance, use and operation of the
Security System shall comply with all applicable governmental laws, rules, regulations and
ordinances and the terms of the Lease. Tenant shall provide Landlord with key cards or access
codes, as applicable to permit Landlord access to the Premises at all times, subject to the
terms of this Lease with respect to Landlord access to the Premises. Tenant acknowledges and
agrees that the Tenants use of the Security System and the installation, operation,
maintenance and use thereof shall be at Tenants sole risk and Landlord shall have no
liability whatsoever in connection therewith. Tenant hereby waives any and all claims against
Landlord for any damages arising from Tenants exercise of its rights under this Section.
Furthermore, Tenant agrees to indemnify, defend and hold Landlord harmless from and against
any and all damages, losses, claims, liabilities, costs and expenses (including, but not
limited to, reasonable attorneys and other professional fees), actions or causes of action,
or judgments arising in any manner from Tenants installation, operation, use and maintenance
of the Security System. At the expiration or earlier termination of the Lease, Tenant shall,
at Landlords option, remove the Security System from the Premises and restore the Premises to
the condition which existed prior to the installation of the Security System.
 F-11




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EXHIBIT G
 NOTICE OF LEASE
  1.
    
    Landlord:
    
    MA-NEW ENGLAND EXECUTIVE PARK,
L.L.C., a Delaware limited liability
company2.
    
    Tenant:
    
    MICROFINANCIAL INCORPORATED, a Massachusetts corporation3.
    
    Date of Lease:
    
    _______________, 2010.4.
    
    Premises:
    
    23,834 rentable square feet of space
as more particularly described in the
Lease on the 1st and
2nd floors of the building
known as and numbered Sixteen New
England Executive Park, Burlington,
Massachusetts, and more particularly
described on Exhibit Aattached
hereto.5.
    
    Initial Lease Term:
    
    90 month term.6.
    
    Extension Rights:
    
    Two (2) options to extend the term
for five (5) years each, on the terms
and conditions provided for by the
Lease.
   LANDLORD:
    
    MA-NEW ENGLAND EXECUTIVE PARK, L.L.C.,
 a Delaware limited
liability companyBy:Name:Title:TENANT:
    
    MICROFINANCIAL INCORPORATED, a Massachusetts corporationBy:Name:Title:




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THE COMMONWEALTH OF MASSACHUSETTS
   ̈  ̈  ̈
   THE COMMONWEALTH OF MASSACHUSETTS
   ̈  ̈  ̈
   2




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EXHIBIT A
 DESCRIPTION OF THE PREMISES
 3




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EXHIBIT H
 HVAC SPECIFICATIONS
 Lease MA-NEW ENGLAND EXECUTIVE PARK, L.L.C., a Delaware limited liability company Landlord MICROFINANCIAL INCORPORATED, a Massachusetts corporation Tenant
   H-1