First Amendment to Lease Agreement between Atlantic-Philadelphia Realty LLC and HeartWare, Inc.

Build out Relocation Premises according to plans attached (the “Plans”) including adding air conditioning duct to IT closet as shown in Plans;

Update Kitchen area with new cabinets and additional counter space of quality and style which is similar to that shown on Exhibit H; Counter top to be formica as selected by Tenant.

Paint and Carpet Premises; in same colors and finishes as the current premises but the electronics lab and IT closet shall have tile floors, where indicated in the Plans. Tile shall be Mannington Commercial; Mineral White (#171) or if #171 is unavailable, then Tenant shall have opportunity to select an alternative;

Repair any broken window blinds and replace any that cannot be repaired, with blinds of same, original style and quality; and

Deliver the Relocation Premises and make a good faith effot the ensure that (a) IT racks of the prior tenant in place and in good usable condition, and (b) wiring of the prior tenant in place, connected and in good working condition [such racks and wiring shall be the property of Tenant].

1.2 Exhibits

1.3 Table of Contents by Article and Section:

Reference Data

Subjects Referred To

Exhibits

Table of Contents

Premises and Term

Premises

Common Facilities

Landlord’s Reservations

Term

Option to Renew

Holdover Penalty

Alteration

Preparation of Premises for Occupancy

Tenant Changes and Additions

General Provisions Applicable to Construction

Rent

Fixed Rent

Operating Expenses Including Real Estate Taxes

Lot

Accounting

Payment of Additional Rent

Landlord’s Covenants

Landlord’s Covenants

Interruptions

Tenant’s Covenants

Tenant’s Covenants

Casualty and Taking

Casualty and Taking

Reservations of Award

Right of Mortgage

Subordination

Entry Other Than For Foreclosure

Entry For Foreclosure

No Prepayment

No Release or Termination

No Modification, Etc.

Continuing Offer

Implementation

Financing

Defaults

Events of Default

Tenant’s Obligations After Termination

Landlord’s Default

Miscellaneous

Measurement

Titles

Notice of Lease

Consent

Notice

Bind and Inure

No Surrender

No Waiver, Etc.

No Accord and Satisfaction

Cumulative Remedies

Partial Invalidity

Landlord’s Rights to Cure Tenant’s Default

Estoppel Certificate

Waiver of Subrogation

Brokerage

Security Deposit

Arbitration

If, with respect to any calendar year of the Term after the Base Year for calculating Landlord’s Operating Expenses set forth in Section 1.1, or fraction thereof, Landlord’s Operating Expenses for the Building and Lot either:

for a full calendar year exceed Landlord’s Initial Operating Expenses, as defined below (as the same may be reduced from time to time pursuant to the following sentence), or for any fraction of a calendar year exceed the corresponding fraction of such Landlord’s Initial Operating Expenses; or

for a full calendar year are less than Landlord’s Initial Operating Expenses (as the same may be reduced from time to time pursuant to the following sentence), or for any fraction of a calendar year are less than the corresponding fraction of such Landlord’s Initial Operating Expenses;

Within one hundred twenty days from the end of the calendar year, Landlord shall render to Tenant an audited statement (“Statement”) in reasonable detail and according to usual accounting practices showing for the preceding calendar year or fraction thereof, as the case may be, Landlord’s Operating Expenses for the Building and Lot, excluding costs of special services rendered to tenants (including Tenant) for which a special charge is made, but including without limitation: real estate taxes on the Building and Lot; installments and interest on assessments for public betterments or public improvements, whether or not deductible from any condemnation award, such assessments to be paid over the longest period permitted by law; expenses of any proceedings for abatement of taxes and assessments with respect to any calendar year or fraction of a calendar year; premiums for insurance of any kind normally carried by owners of similar properties (including insurance in case of fire or casualty against loss of up to eighteen monthly installments of fixed and additional rent) or, if there be any mortgage of the Lot or Building, or both, the insurance as may be required by the holder of the mortgage; compensation and all fringe benefits, workmen’s compensation insurance premiums and payroll taxes paid by Landlord to, for or with respect to all persons substantially engaged in the operating, maintaining or cleaning of the Building or Lot; steam, water, sewer, electric, gas and telephone charges not chargeable to tenants; cost of building and cleaning supplies and equipment; and cost of maintenance, cleaning and repairs (other than repairs not properly chargeable against income or for which Landlord has received reimbursement from contractors under guaranties); cost of snow removal and care of landscaping; payments under service contracts with independent contractors; management fees at a rate of five percent (5%) of total rent from all tenants; and all other reasonable and necessary expenses paid in connection with the operation, cleaning and maintenance of the Building and Lot and properly chargeable against income. Notwithstanding any provision to the contrary contained herein, Landlord’s Operating Expenses shall not include (a) costs and expenses of a capital nature, including but not limited to, original or new construction or installation of any capital investments, or improvements, unless such capital investments or improvements are intended to reduce operating expenses, in which event Landlord shall be entitled to charge the amortized value of such capital investments or improvements; (b) any amounts incurred for labor, materials or services that are not directly employed or used in the performance of Landlord’s obligations under this Section; (c) any cost or expense for which Landlord or the Building is reimbursed by other parties; (d) any repairs to the Common Area necessitated by any construction in the Building; (e) costs and expenses incurred to the extent that the same are attributable to Landlord’s negligence or breach of its obligations under this Lease or any other lease or premises in the Building; (f) costs and expenses relating to or arising from correcting defects in, or the inadequacy of the construction of, the Building or other improvements located in the Building; (g) costs of alterations or improvements to the premises of other tenants in the Building; (h) interests, principal payments, and other costs of any indebtedness encumbering the Building or any portion thereof; (i) legal fees, space-planner’s fees, architectural fees, engineering fees, real estate commissions, and marketing and advertising expenses incurred in connection with the development, leasing, and construction of the Building or any portion

If some other method or type of assessment or taxation shall replace the current method of assessment or the type of real estate taxes, Tenant agrees to pay an equitable share of the same computed in a fashion consistent with the method of computation herein provided, to the end that Tenant’s share thereof shall be, to the maximum extent practicable, comparable to that which Tenant would bear under the foregoing provisions. If a tax (other than a Federal or State net income tax) is assessed on account of the rents or other charges payable by Tenant to Landlord under this Lease, the Tenant agrees to pay the same within ten (10) days after billing therefore, unless applicable law prohibits the payment of such tax by Tenant.

Landlord’s Initial Operating Expenses shall be Landlord’s expenses for the Base Year for Calculating Landlord’s Base Operating Expenses set forth in Section 1.1. Landlord’s Operating Expenses Allocable to the Premises for any particular year shall be determined by multiplying the difference between Landlord’s Operating Expenses for the Building and Lot for the items covered by the foregoing statement for such year and Landlord’s Initial Operating Expenses times a fraction, the numerator of which is the Rentable Floor Area of Tenant’s Space and the denominator of which is the Total Rentable Floor Area of the Building (“Tenant’s Proportionate Share”). In case of special services which are not rendered to all areas on a comparable basis, the proportion allocable to the Premises shall be the same proportion which Rentable Floor Area of Tenant’s Space bears to the total rentable floor area of the Building to which such service is so rendered (such latter area to be determined in the same manner as the Total Rentable Floor Area of the Building).

If Tenant questions a component of the Landlord’s Operating Expenses as provided by Landlord, Landlord shall, within one (1) month of Tenant’s request therefore, provide Tenant with a copy of the actual invoices or other documentation reasonably acceptable to Tenant substantiating such component.

Landlord shall maintain accurate, detailed records of Landlord’s Operating Expenses at Landlord’s office identified on page 1 of this Lease for at least two (2) years after delivery of the Statement to Tenant. During the six (6) months after a Statement is submitted to Tenant, Tenant may, upon ten (10) days’ prior written notice to Landlord, inspect and/or audit Landlord’s records of Landlord’s Operating Expenses for the period covered by such Statement. If the audit shows that Tenant paid less of Tenant’s pro rata share of Landlord’s Operating Expenses than was actually due, Tenant shall pay the amount of the deficiency to Landlord within one (1) month after Tenant’s receipt of such audit. If the audit shows that Tenant paid more of Tenant’s pro rate share of Landlord’s Operating Expenses than was actually due, Landlord shall, at Tenant’s election, pay said excess to Tenant within one (1) month after completion of such audit or credit such excess to Tenant’s next installment of Base Rent due. If such audit shows that such Statement contains an overstatement of Landlord’s Operating Expenses exceeding five percent (5%) of the actual Landlord’s Operating expenses for the period covered by such Statement, then the reasonable third party fees and expenses actually incurred by Tenant in conducting such audit shall be paid by Landlord; otherwise, such fees and expenses shall be paid by Tenant. If Landlord protests the conclusions of such audit, Landlord may contest Tenant’s determination by giving Tenant written notice within one (1) month following Landlord’s receipt of the audit report. If Landlord and Tenant cannot mutually agree as to Tenant’s pro rate share of Landlord’s Operating Expenses due within one (1) month after Tenant’s receipt of Landlord’s notice of protest, Landlord and Tenant shall jointly choose an independent Certified Public Accountant, whose determination shall be binding upon the parties hereto. If Landlord and Tenant fail to agree upon an independent Certified Public Accountant, the parties agree to proceed forthwith to arbitrate the issue in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The cost of the independent Certified Public Accountant or the cost of arbitration shall be borne equally by the parties, but the cost of the audit shall be borne by either Landlord or Tenant as aforesaid.

to furnish, through Landlord’s employees or independent contractors, the services listed in Exhibit C attached hereto and made a part hereof; and

to furnish, through Landlord’s employees or independent contractors, reasonable additional building operation services upon reasonable advance request of Tenant at equitable rates from time to time established by Landlord to be paid for by Tenant; and

except as otherwise provided in Article 7, to make such repairs to the roof, exterior walls and glass, floor slabs and common areas and facilities of the Building as may be necessary to keep them in serviceable and good and working condition; and

that Landlord is the fee owner of the Building and the Lot and has the right to enter into this Lease and that Tenant, on paying the rent and performing its obligations in this Lease, shall peacefully and quietly have, hold and enjoy the Premises throughout the Term, subject to all the terms and provisions hereof; and

to defend, save harmless and indemnify Tenant from any liability or injury, loss, accident or damage to any person or property and from any claims, actions, proceedings and expenses and costs in connection therewith (including, without limitation, reasonable counsel fees), (i) arising from the omission, fault, willful act, negligence or other misconduct of Landlord or from any use made or thing done or occurring on the Premises not due to the omission, fault, willful act, negligence or other misconduct of Tenant, or (ii) resulting from the failure of Landlord to perform and discharge its covenants and obligations under this Lease.

Landlord shall not be liable to Tenant for any compensation or reduction of rent by reason of inconvenience or annoyance or for loss of business arising from power losses and shortages, the necessity of Landlord’s entering the Premises for any of the purposes in this Lease authorized, or for repairing the Premises or any portion of the Building or Lot however the necessity may occur except as a result of Landlord’s negligence, omission, fault, willful act or other misconduct. In case Landlord is prevented or delayed from making any repairs, alterations or improvements, or furnishing any services or performing any other covenant or duty to be performed on Landlord’s part, by reason of any cause reasonably beyond Landlord’s control. Landlord shall not be liable to Tenant therefore, nor, except as expressly provided in Section 7.1, shall Tenant be entitled to any abatement or reduction of rent by reason thereof, nor shall the same give rise to a claim in Tenant’s favor that such failure constitutes actual or constructive, total or partial, eviction from the Premises.

Landlord reserves the right to stop any service or utility system, when necessary, by reason of accident or emergency, or until necessary repairs have been completed; provided, however, that in each instance of stoppage, Landlord shall exercise reasonable diligence to eliminate the cause(s) thereof. Except in case of emergency repairs, Landlord will give Tenant reasonable advance efforts to avoid unnecessary inconvenience to Tenant by reason thereof.

to pay when due all fixed rent and additional rent, all taxes which may be imposed on Tenant’s personal property on the Premises (including, without limitation, Tenant’s fixtures and equipment) regardless to whomever assessed, and all charges by Landlord or by public utility companies for telephone, electricity, gas and any other utility services and service inspections therefore, and all charges by public utility companies for installation of metering devices (which charges, if not separately metered or otherwise apportionable, shall be apportioned on a floor area basis for multi-tenanted floors) (electricity charges for the Premises, however, are separately metered and Tenant shall be responsible for paying such charges directly to the supplier thereof), and all charges of Landlord for services rendered pursuant to Section 5.1; and

except as otherwise provided in Article 7 and Section 5.1 (c), to keep the Premises in good order, repair and condition, reasonable wear and damage by fire and casualty only excepted, and at the expiration or termination of this Lease peaceable to yield up the Premises and all changes and additions therein in such order, repair and condition, first removing all goods, effects and fixtures of Tenant and any items the removal of which is required by any agreement made pursuant to Section 3.2 hereof, or specified therein to be removed at Tenant’s election and which Tenant elects to remove, and repairing all damage caused by such removal and restoring the Premises and leaving them clean and neat; and

not inure or deface the Premises, Building or Lot, nor to permit in the Premises any auction sale, or nuisance, or the emission from the Premises of any objectionable noise or odor, nor to use or devote the Premises or any part thereof for any purpose other than the Permitted Uses, nor any use thereof which is improper, offensive, contrary to law or ordinance, or liable to invalidate or increase the premiums for any insurance on the Building or its contents or liable to render necessary any alteration or addition to the Building; and

not to obstruct in any manner any portion of the Building not hereby leased or any portion thereof or of the Lot used by Tenant in common with others; not without prior consent of Landlord to permit the painting or placing of any signs or the placing of any curtains, blinds, shades, awnings, aerials or flagpoles, or the like, visible from outside the Premises; and to comply with the Rules and Regulations set forth in Exhibit D attached hereto, and all other reasonable rules and/or regulations hereafter made by Landlord, of which Tenant has been given notice, for the case and use of the Building and Lot and their facilities and approaches; Landlord shall not be liable to Tenant for the failure of other tenants of the Building to conform to such Rules and Regulations; and

to keep the Premises equipped with all safety appliances required by law or ordinance or any other regulation of any public authority because of any use made by Tenant other than normal office use, and to procure all licenses and permits so required because of such use and, if requested by Landlord, to do any work so required because of such use, it being understood that the foregoing provisions shall not be construed to broaden in any way Tenant’s Permitted Uses; and

not without prior consent of Landlord to assign this Lease or sublet the Premises; as additional rent, to reimburse Landlord promptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to a assignment or subletting up to $1,000; no assignment or subletting and no consent of Landlord thereto shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee); no consent to any of the foregoing in a specific instance shall operate as a waiver in any subsequent instance; and not withstanding Landlord’s consent, no assignment shall be binding upon Landlord or any of Landlord’s mortgagees, unless Tenant shall deliver to Landlord an instrument in recordable form which contains a covenant of assumption by the assignee running to Landlord and all persons claiming by, through or under Landlord, but the failure or refusal of the assignee to execute such instrument of assumption shall not release or discharge assignee from its liability as Tenant hereunder nor shall execution of such instrument of assumption affect the continuing primary liability of Tenant; Landlord agrees not to unreasonably withhold or delay its consent to an assignment or subletting, provided, however, that with respect to any assignment or subletting, the following provisions shall apply:

Tenant shall give Landlord written notice of the assignment or subletting no less than 45 days prior to the effective date thereof, which notice shall set forth the identity of the proposed transferee, and the nature of the proposed transferee’s business to be carried on in the Premises.

Tenant shall furnish Landlord (a) no less than 30 days prior to the effective date of the assignment or subletting, with a current financial statement of the proposed transferee reasonably acceptable to Landlord, and (b) within three (3) days following Landlord’s demand, with all other information reasonably requested by Landlord with respect to such transferee.

to defend, with counsel reasonably satisfactory to Landlord, save harmless and indemnify Landlord from any liability or injury, loss, accident or damage to any person or property and from any claims, actions, proceedings and expenses and costs in connection therewith (including without limitation reasonable counsel fees), (i) arising from the omission, fault, willful act, negligence or other misconduct of Tenant or from any use made or thing done or occurring on the Premises not due to the omission, fault, willful act, negligence or other misconduct of Landlord, or (ii) resulting from the failure of Tenant to perform and discharge its covenants and obligations under this Lease; and

to maintain public liability insurance on the Premises in the amounts which shall, at the beginning of the Term, be at least equal to the limits set forth in Section 1.1, and, from time to time during the Term, shall be for such higher amounts, if any, as are customarily carried in the area in which the Premises are located on property similar to the Premises and used for similar purposes, and to furnish Landlord with certificates thereof: and

to keep all Tenant’s employees working in the Premises covered by workmen’s compensation insurance in statutory amounts and to furnish Landlord with certificates thereof, if such workmen’s compensation insurance is required under state law; and

to permit Landlord and Landlord’s agents to examine the Premises at reasonable times and upon reasonable notice, and, if Landlord shall so elect, to make any repairs or replacements Landlord may deem necessary to avert an emergency, to remove, at Tenant’s expense, any changes, additions, signs, curtains, blinds, shades, awning(s), aerials, flagpoles, or the like, not consented to in writing, and to show the Premises to prospective tenants during six (6) months preceding the expiration of the Term hereof and to prospective purchasers and mortgagees at all reasonable times upon reasonable appointment with Tenant; and

not to place a load upon the Premises exceeding an average rate of 80 pounds of live load per square foot of floor area; and not to move any safe, vault or other heavy equipment in, about or out of the Premises except in such manner and at such times as Landlord shall in each instance authorize; Tenant’s business machines and mechanical equipment which cause vibration or noise that may be transmitted to the Building structure or to any other leased space in the Building shall be placed and maintained by Tenant in settings of cork, rubber, spring or other type of vibration eliminators sufficient to eliminate all such vibrations or noise; and

all the furnishings, fixtures, equipment, effects and property of every kind, nature and description of Tenant and of all persons claiming by, through or under Tenant which, during the continuance of this Lease or any occupancy of the Premises by Tenant or anyone claiming under Tenant, may be on the Premises or elsewhere in the Building, shall be at the sole risk and hazard of Tenant, and if the whole or any part thereof shall be destroyed or damaged by fire, water or otherwise, or by the leakage or bursting of pipes, steam pipes or other pipes, by theft or from any other cause, no part of said loss or damage is to be charged to or borne by Landlord; and

not to suffer or permit any liens to stand against the Premises by reason of work, labor services or materials done for or at the request of Tenant; Tenant shall cause any such liens to be immediately discharged within thirty (30) days after the date of any such lien(s) being filed thereof; and

in case Landlord shall, without any fault on its part, be made party to any litigation commenced by or against Tenant or by or against any parties in possession of the Premises or any party thereof claiming under Tenant, to pay, as additional rent, all costs including, without limitation, reasonable attorney fees, incurred by or imposed upon Landlord in connection with such litigation, and also to pay, as additional rent, all such costs and fees incurred by Landlord in connection with the successful enforcement by Landlord of any obligations of Tenant under this Lease, however, Landlord shall pay to Tenant all such costs, fees and attorneys fees incurred by Tenant in connection with any action in which Tenant prevails incurred as a result of the Lease; and

not to allow any of the Tenant’s employees, agents, etc., to park illegally, i.e. in fire lanes, traffic lanes, spaces marked for visitors, handicapped or reserved parking, etc.; and

not to allow any of Tenant’s employees, agents, etc. to smoke anywhere in the building, including the Leased Premises, hallways, corridors, bathrooms, etc., as the Building is a “Smoke Free” building.

In case during the Term all or any substantial part of the Premises are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done in pursuance of public or other authority (a “Material Event” subject to Section 7.1(c) below), this Lease shall terminate at Landlord’s or Tenant’s election, which may be made notwithstanding that Landlord’s entire interest may have been divested, by notice given to the other within sixty (60) days after the notice given by Landlord pursuant to Section 7.1(c) hereof, which notice shall specify the effective date of termination. Tenant shall also have the right to terminate as described above (i) in the event of substantial damage to or taking of the Building or Lot that renders Tenant unable to conduct its business in the Premises, or (ii) in the event of damage to the Premises in the last ninety (90) days of the Term, which damage renders the Premises untenantable for more than fifteen (15) days.

In case, during the Term, all or any substantial part of the Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done in pursuance of public or other authority (a “Material Event” subjection to Section 7.1(c) below), this Lease shall terminate at Landlord’s election, which may be made notwithstanding that Landlord’s entire interest may have been divested, by notice given to Tenant within sixty (60) days after the occurrence of the notice given by Landlord pursuant to Section 7.1(c) hereof, which notice shall specify the effective date of termination.

The effective date of any termination by Landlord or Tenant under this Section 7.1 shall not be less than fifteen (15) days nor more than thirty (30) days after the date of such notice of termination. For all purposes of this Section 7.1., no damage or taking shall be considered a “Material Event” unless the time needed for Landlord to do the construction work necessary to put the Premises, Building or Lot or the remainder in proper condition for use and occupancy is reasonably estimated by Landlord to exceed six (6) months, or if more than thirty percent (30%) of the Lot, the Building or the Premises are so taken. In case of any such damage or taking, Landlord shall notify Tenant within thirty (30) days after the occurrence thereof of Landlord’s estimate of the time needed to do the construction work necessary to put the Premises, Building or Lot or the remainder in proper condition for use and occupancy, or of the percentage of the Building, Lot or Premises taken.

If in any such case, the Premises are rendered unfit for use and occupancy and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to put the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant that Tenant may be required to remove pursuant to Section 3.2), into proper condition for use and occupancy and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated until the Premises or such remainder shall have been put by Landlord in such condition, and in case of a taking that permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.

If Landlord contends that Tenant has neglected or failed to perform any of Tenant’s covenants, agreements or obligations hereunder, Landlord shall notify Tenant in writing accordingly, specifying the alleged neglect or failure. Such notice having been given by Landlord, Tenant shall:

in the case of alleged failure to pay fixed rent, make payment in FULL within seven (7) days after notice thereof; and

in the case of alleged neglect or failure to perform any of Tenant’s covenants, agreements or obligations hereunder, other than the obligation to pay fixed rent:

correct the matters complained of in such notice within thirty (30) days after notice thereof (or, if more than thirty (30) days are reasonably required to complete such correction, begin such correction within such thirty (30) days and thereafter prosecute the correction to such default to completion with due diligence), or

notify Landlord within such thirty (30) day period that Tenant disputes the matters contained in such notice and at the same time serve on Landlord a copy of a demand for arbitration of the matter disputed and otherwise proceed to arbitration under Article 11 hereof. If the decision of the arbitrator pursuant to Article 11 is adverse to Tenant, in whole or in part, Tenant shall forthwith begin to correct the matters complained of by Landlord or that portion thereof as to which the decision shall have been adverse to Tenant, and Tenant shall complete the same within thirty (30) days after such decision, or if more than thirty (30) days are reasonably required to complete such correction, begin such correction within such thirty (30) days and thereafter prosecute the correction of such default to completion with due diligence. If so requested by either party, the arbitrator shall establish the time in excess of thirty (30) days reasonably required for such completion and the same shall be completed within such time, subject to unavoidable delay.

In the event that:

Tenant fails to comply with subparagraph (1) above with respect to fixed rent defaults or Tenant fails to comply with either subclause (i) or (ii) or subparagraph (2) above with respect to non-performance of any other covenant, agreement or obligation contained herein; or

any assignment shall be made by Tenant or any guarantor of Tenant for the benefit of creditors; or

Tenant’s leasehold interest shall be taken on execution; or

a lien or other involuntary encumbrance is filed against Tenant’s leasehold interest or Tenant’s other property, including said leasehold interest, and is not discharged within ten (10) days thereafter; or

a petition is filed by Tenant or any guarantor of Tenant for adjustment as a bankrupt, or for reorganization or an arrangement under any provision of the Bankruptcy Act as then in force and effect; or

an involuntary petition under any of the provisions of said Bankruptcy Act is filed against Tenant or any guarantor of Tenant and such involuntary petition is not dismissed within sixty (30) days thereafter;

In the event that this Lease is terminated under any of the provisions of Section 9.1 or is otherwise terminated for breach of any obligation of Tenant, Tenant covenants to pay forthwith to Landlord, as compensation, the excess of the total rent reserved for the residue of the Term (discounted over the balance of the Term at a rate of seven percent (7%)) over the fair market rental value of the Premises for said residue of the Term. In calculating the rent reserved there shall be included, in addition to the fixed rent and all additional rent, the value of all other considerations agreed to be paid or performed by Tenant for said residue. Tenant further covenants as an additional and cumulative obligation after any such termination to pay punctually to Landlord all the sums and perform all the obligations which Tenant covenants in this Lease to pay and to perform in the same manner and to the same extent and at the same time as if this Lease had not been terminated. In calculating the amounts to be paid by Tenant under paragraph 9.2(b) below, Tenant shall be credited with any amount paid to Landlord as compensation in accordance with this Section 9.2 and also with the net proceeds of any rent obtained by Landlord by reletting the Premises, after deducting all of Landlord’s expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, fees for legal services and expense of preparing the Premises for such reletting. Landlord shall have a duty to mitigate its damages. Tenant agrees that Landlord may (i) relet the Premises or any part or parts thereof for a term or terms which may, at Landlord’s option, be equal to, less than or greater than the period which would otherwise have constituted the balance of the Term and may grant such concessions and free rent as Landlord, in its sole judgment, considers advisable or necessary to relet the same, and (ii) make such alterations, repairs and decorations in or to the Premises as Landlord, in its sole judgment, considers advisable or necessary to relet the same. Any action of Landlord in accordance with this Section 9.2 or any failure of Landlord to relet or to collect rent after reletting shall not operate or be construed to release or reduce Tenant’s liability as aforesaid.

In lieu of any other damages or indemnity and in lieu of full recovery by Landlord of all sums payable under paragraph 9.2(a) above, Landlord may, by written notice to Tenant, at any time after this Lease is terminated under any of the provisions contained in Section 9.1 or is otherwise terminated for breach of any obligation of Tenant and before such full recovery, elect to recover, and Tenant shall thereupon pay, as liquidated damages, an amount equal to the aggregate of the fixed rent and additional rent accrued under Article IV in the twelve (12) months ended next prior to such termination plus the amount of fixed rent and additional rent of any kind accrued and unpaid at the time of termination and less the amount of any recovery by Landlord under paragraph 9.2(a) up to the time of payment of such liquidated damages and Landlord shall have no further right to recover any other damages from Tenant as a result of any default, termination or any other provision under the Lease.

Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for an obtain in proceedings for bankruptcy or insolvency, by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damaged referred to above.

To seek injunctive relief or specific performance to cure such default and to seek reimbursement for those costs incurred by Tenant in curing any such default of Landlord, including, without limitation, any fines, fees, reasonable attorneys fees and any other charges, payments, costs and expenses so incurred by Tenant and any losses or damages suffered by Tenant as a result of such default.

To terminate this Lease and the term hereby created, whereupon Tenant shall be entitled to recover the Security Deposit and any rent paid in advance to Landlord hereunder.

If Tenant shall at any time default in the performance of any obligation under this Lease and Landlord has delivered to Tenant notice of such default as provided herein, Landlord shall have the right, but shall not be obligated, to enter upon the Premises and to perform such obligation notwithstanding the fact that no specific provisions for such substituted performance by Landlord is made in this Lease with respect to such default. Except in case of emergency, these rights shall be exercised only after thirty (30) days prior written notice from Landlord to Tenant of Landlord’s intention to do so. In performing such obligation, Landlord may make any reasonable payment of money or perform any other act. All sums so paid by Landlord, together with interest at the rate of twelve percent (12%) per annum, and all necessary incidental costs and expenses in connection with the performance of any such act by Landlord shall be deemed to be additional rent under this Lease and shall be payable to Landlord within thirty (30) days of receipt of an invoice stating the cost and expenses incurred and the services performed. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease.

A heating and air conditioning system which will keep the entire Premises, other than storage areas, file rooms, closets, etc., at a comfortable temperature for general office use, during normal office/business operating hours.

(a) Overhead fluorescent light fixtures.

Hot and cold water for lavatory and drinking purposes.

Toilet supplies in lavatories, including soap, paper or cloth towels and toilet tissue.

Janitor services in accordance with the following schedule and to be accomplished after normal business hours (after 6:00 P.M.):

Entrance Door glass will be cleaned nightly.

Entrance Floor will be cleaned and/or polished nightly.

Broadloom Carpet areas will be vacuumed nightly. Will be shampooed upon request, at additional cost to Tenant.

Wastepaper Containers will be emptied nightly. Plastic liner bags for wastepaper containers will be provided and liners will be changed once a week.

Water Fountains will be cleaned/polished and sanitized nightly.

Washrooms will be cleaned and serviced nightly. This will include refilling paper towels, toilet tissue and soap dispensers. Emptying and cleaning of all used towel and trash containers. Clean all stainless steel fixtures. Clean toilets. Wash and sanitize all wash basins and shelves. Clean all mirrors. Remove all disfigurations, such as ink marks, drawings, etc. from all stool partitions and walls. Floors will be mopped nightly.

Scuff Marks will be removed nightly from all scuff plates on doors.

Tile Floors will be swept nightly and a treated dust preventable mop. All corridors and office floors will be cleaned or polished, as needed, nightly. Floors will be stripped as necessary.

Time of Operation — Services to be performed five (5) nights per week after end of normal working hours (after 6:00 p.m.)

Proper care of grounds surrounding the leased premises, including care of lawns and shrubs and including maintaining such grounds neat, clean and free of litter.

Maintain and keep clean the sidewalks and parking areas in front of and around the building and remove all snow therefrom.

Maintain the Premises and Building in accordance with other first class office buildings in the Framingham Area.

The Landlord should be notified at once of any trouble with heating, lighting or plumbing fixtures. Tenants will make reasonable efforts to not leave windows of premises open or unlocked and not to leave the doors of the premises unlocked at night.

The sidewalks, entries, halls and stairways shall not be obstructed by any of the tenants or used by them for any other purpose than for ingress and egress to and from their respective premises, and no articles or rubbish, of any kind, shall be left therein.

No toilet fixture shall be used for any purpose other than that which it is intended and no sweepings, rubbish, rags, ashes, or other substances shall be thrown therein; any damage resulting from so doing shall be born by the tenant causing.

The weight and position of all safes shall be subject to the approval of Landlord.

Lettering on doors, tablets and building directory shall be subject to the approval of Landlord. No lettering shall be allowed on outside windows.

No wires for telephone service, electric lights, messenger service or any other purpose shall be put in the premises without the prior consent of Landlord, which consent shall not be unreasonably delayed or withheld.

No glass in doors or elsewhere through which light is admitted into any part of the building shall be covered, nor such light obstructed.

No animals or birds shall be kept in or about the building.

All freight, furniture, etc., must be received and delivered through the SIDE entrance unless otherwise pre-authorized by Landlord and an appointment MUST be made with the Landlord to move furniture into or from the building, but special arrangements MUST be made with the Landlord for the moving of all safes.

Nothing shall be thrown or taken from the windows or doors or in the corridors, nor shall anything be left outside the building on the window sills of the premises.

No person shall loiter in the halls, corridors or lavoratories.

The Landlord, its employees and other proper persons employed by Landlord shall have access, at all reasonable times, to perform their duties in the upkeep and care of the leased premises.

No tenant shall use any method of heating other than that provided for in the tenant’s lease, without special arrangements pre-authorized by Landlord.

The Landlord reserves the right to make any such other further rules and regulations as in its judgment may, from time to time, be needful for the safety, care and cleanliness of the premises and building and for the preservation of good order therein. Landlord shall uniformly enforce all rules and regulations.

Any damage done to the building or premises or person or property therein, in consequence of any breach of any of the rules and regulations, shall be borne by the tenant, if tenant is responsible for such damage(s).

No person shall smoke in ANY of the common areas, halls, corridors, lavatories, stairwells, entry ways of the building, or in tenants respective leased premises the Building is a “Smoke Free” building.

Tenants, and all of their employees, agents, etc., shall not park illegally; i.e. no parking in fire lands, traffic lanes, visitor or handicapped spaces, reserved spaces, etc. Tenants so parked may be towed and the owner of any towed vehicle will be solely responsible for the costs incurred for same.

During the applicable holiday season, no “live” plants, trees, etc., shall be place in or near the premises or anywhere in the Building by tenants.

A true and accurate copy of the Lease is attached hereto. The Lease represents the entire understanding between Landlord and Tenant with respect to the leasing of the Demised Premises and, except as modified by the Lease Amendments noted above (if any), has not been otherwise altered, modified or amended. The Lease has been duly authorized, executed and delivered by Tenant, is in full force and effect in accordance with its terms, and constitutes a legally valid instrument, binding and enforceable against Tenant in accordance with its terms, subject only to applicable limitations imposed by laws relating to bankruptcy and creditors’ rights.

Tenant has accepted possession of the Demised Premises and is in occupancy under the Lease. The initial term of the Lease commenced on _____ and expires on _____. Tenant has  _____  right to extend the original term of the Lease as set forth in the Lease (or has no right, whichever is applicable) and Tenant has no right to acquire or purchase the Demised Premises or any portion thereof or interest therein.

The obligation to pay rent under the Lease commenced on All rent payable by Tenant through the date of this letter has been paid. Rent has not been paid for any period beyond the now current monthly rent due, except as expressly provided in the Lease including but not limited to the Security Deposit and Tenant’s proportionate share of Landlord’s Operating Expenses. To the best of Tenant’s knowledge, there exists no default with respect to any of the terms, covenants and conditions of the Lease by the Landlord or the Tenant to be performed, and there is no condition or event which could ripen into a default upon the lapse of time or the giving of notice. There are no offsets, deductions, or credits against the rents due and payable under the Lease.