STANDARD FORM COMMERCIAL LEASE

8.    USE OF LEASED

The LESSEE shall use the leased premises only for the purpose of office use, research and

       PREMISES

development and assembly, and any other lawful use.

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9.    COMPLIANCE

The LESSEE acknowledges that no trade or occupation shall be conducted in the leased premises or use

       WITH LAWS

made thereof which will be unlawful, improper, unreasonably noisy or offensive, or contrary to any law or any municipal by-law or ordinance in force in the city or town in which the premises are situated.

10.  FIRE INSURANCE

The LESSEE shall not permit any use of the leased premises which will make voidable any insurance on the property of which the leased premises are a part, or on the contents of said property or which shall be contrary to any law or regulation from time to time established by the New England Fire Insurance Rating Association, or any similar body succeeding to its powers, which insurance shall be obtained and paid for by LESSOR.  The LESSEE shall on demand reimburse the LESSOR, and all other tenants, all extra insurance premiums caused by the LESSEE’s use of the premises in violation of this section 10.

11. MAINTENANCE

 

The LESSEE agrees to maintain, at its own expense, all interior portions of the leased premises

      A.  LESSEE’S

(including plumbing, electrical, heating, ventilation and air conditioning systems to the extent located

           OBLIGATIONS

within or exclusively serving the leased premises, but not in the event of maintenance, repairs or improvements initiated by the LESSOR) in good condition, reasonable wear and tear and damage by fire and other casualty only excepted, and whenever necessary to replace plate glass and other glass therein, acknowledging that the leased premises are now in good order and the glass whole. Notwithstanding the foregoing, in no event shall the LESSEE be responsible for maintenance if such maintenance is required as a direct result of the negligence or willful misconduct of the LESSOR or those for whose conduct the LESSOR is legally responsible.

 

The LESSEE shall not permit the leased premises to be damaged, stripped or defaced, nor

 

suffer any waste.  LESSEE shall obtain the written consent of LESSOR before erecting any sign on the premises, which consent shall not be reasonably withheld or delayed.

      B.  LESSOR’S

The LESSOR agrees to maintain, at its own expense, the building of which the leased premises are a

    OBLIGATIONS

part, the structure of the building, including but not limited to the exterior walls, roof, foundation, irrigation system, fire alarm and sprinkler systems, plumbing, electrical, heating, ventilation and air conditioning systems, and the parking areas for the building,  in good condition, reasonable wear and tear, damage by fire and other casualty only excepted, and make all necessary repairs with respect thereto, unless such maintenance or repair is required as a direct result of the gross negligence or willful misconduct of the LESSEE or those for whose conduct the LESSEE is legally responsible.

12.  ALTERATIONS-

The LESSEE shall not make structural alterations or additions to the leased premises without LESSOR’s

       ADDITIONS

consent, which shall not be unreasonably withheld or delayed, but LESSEE may make non-structural alterations without such consent but upon notice to LESSOR.  All such alterations shall be at LESSEE’s expense and shall be in quality at least equal to the present construction.  LESSEE shall not permit any mechanics’ liens, or similar liens, to remain upon the leased premises for labor and material furnished to LESSEE or claimed to have been furnished to LESSEE in connection with work of any character performed or claimed to have been performed at the direction of LESSEE and shall cause any such lien to be released of record forthwith without cost to LESSOR.  Any alterations or improvements made by the LESSEE shall become the property of the LESSOR at the termination of occupancy as provided herein.

13.  ASSIGNMENT-

The LESSEE shall not assign or sublet the whole or any part of the leased premises without LESSOR’s

       SUBLEASING

prior consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing the LESSEE shall be entitled to make an assignment of the leased premises and this lease without the LESSOR’s consent, but upon notice to the LESSOR, to any entity into or with which the LESSEE consolidates or merges, any entity that purchases all or substantially all of the assets or equity of the LESSEE, or any parent, subsidiary, affiliate or division of LESSEE.  Notwithstanding any such assignment, LESSEE shall remain liable to LESSOR for the payment of all and for the full performance of the covenants and conditions of this lease.

14.  SUBORDINATION

This lease shall be subject and subordinate to any and all mortgages, deeds of trust and other instruments in the nature of a mortgage, now or at any time hereafter, a lien or liens on the property of which the leased premises are a part and the LESSEE shall, when requested and at the LESSOR’s sole expense, promptly execute and deliver such written instruments as shall be reasonably necessary to show the subordination of this lease to said mortgages, deeds of trust or other such instruments in the nature of a mortgage.

15.  LESSOR’S

The LESSOR or agents of the LESSOR may, at reasonable times and upon reasonable notice, enter to

       ACCESS

view the leased premises and may remove placards and signs not approved and affixed as herein provided, and make repairs and alterations as LESSOR should elect to do and may show the leased premises to others, and at any time within (3) months before the expiration of the term, may affix to any suitable part of the leased premises a notice for letting or selling the leased premises or property of which the leased premises are a part and keep the same so affixed without hindrance or molestation.

16.  INDEMNIFI-

The LESSEE shall save the LESSOR harmless from all loss and damage occasioned by the use or

       CATION AND

escape of water or by the bursting of pipes or by any nuisance

       LIABILITY

made or suffered on the leased premises in the event such loss is a direct result of LESSEE’s actions or

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failure to act, unless such loss is caused by the neglect of the LESSOR.  The removal of snow and ice from the sidewalks bordering upon the leased premises shall be LESSOR’S responsibility.

17.  LESSEE’s

The LESSEE shall maintain with respect to the leased premises and the property of which the leased

       LIABILITY

premises are a part of comprehensive public liability insurance in the amount of $1,000,000 per

       INSURANCE

incident/$2,000,000 aggregate with property damage insurance in limits of $500,000 in responsible

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companies qualified to do business in Massachusetts and in good standing therein insuring the LESSOR as well as LESSEE against injury to persons or damage to property as provided.  The LESSEE shall deposit with the LESSOR certificates for such insurance at or prior to the commencement of the term, and within thirty (30) days prior to the expiration of any such policies.  All such insurance certificates shall provide that such policies shall not be canceled without at least ten (10) days prior written notice to each insured named therein.

18.  FIRE CASUALTY-

Should a substantial portion of the leased premises, or of the property of which they are a part, be

       EMINENT

substantially damaged by fire or other casualty, or be taken by eminent domain, the LESSOR may elect

       DOMAIN

to terminate this lease upon notice to LESSEE within 30 days of such fire or casualty or receipt of notice of the taking.  When such fire, casualty, or taking renders the leased premises substantially unsuitable for their intended use, a just and proportionate abatement of rent shall be made, and the LESSEE may elect to terminate this lease if

  

(a)    The Lessor fails to give written notice within thirty (30) days of its intention to restore the leased premises, or

 

(b)     The LESSOR fails to restore the leased premises to a condition substantially suitable for their intended use within sixty (60) days of said fire, casualty or taking.

19. DEFAULT AND    

  BANKRUPTCY

(a)    The LESSEE shall default in the payment of any installment of rent or other sum herein specified and such default shall continue for ten (10) days after written notice thereof; or

 

(b)    The LESSEE shall default in the observance or performance of any other of the LESSEE’s covenants, agreements, or obligations hereunder and such default shall not be cured within thirty (30) days after written notice thereof, or

 

(c)     The LESSEE shall be declared bankrupt or insolvent according to law, or, if any assignment shall be made of LESSEE’s property for the benefit of creditors,

 

20.  NOTICE

Any notice from the LESSOR to the LESSEE relating to the leased premises or to

       (fill in)

the occupancy thereof shall be deemed duly served if left at the leased premises with an individual authorized to accept mail for LESSEE and addressed to the LESSEE, or if mailed to the leased premises, registered or certified mail, return receipt requested, postage prepaid, addressed to the LESSEE.  Any notice from the LESSEE to the LESSOR relating to the leased premises or to the occupancy thereof shall be deemed duly served if mailed to the LESSOR by registered or certified mail, return receipt requested, postage prepaid, addressed to the LESSOR at such address as the LESSOR may from time to time advise in writing.  All rent notices shall be paid and sent to the LESSOR at Batstone, LLC c/o Carol Toomey, 100 Domino Drive, Concord, MA 01742.

 

21.  SURRENDER

The LESSEE shall at the expiration or other termination of this lease remove all LESSEE’s goods and effects from the leased premises (including, without hereby limiting the generality of the foregoing, all signs and lettering affixed or painted by LESSEE, either inside or outside the leased premises).  LESSEE shall deliver to the LESSOR the leased premises and all keys, locks thereto, and other fixtures connected therewith and all alterations and additions made to or upon the leased premises, in good condition, normal wear and tear and damage by fire or other casualty only excepted.  In the event of the LESSEE’s failure to remove any of LESSEE’s property from the premises, LESSOR is hereby authorized, without liability to LESSEE for loss or damage thereto, and at the sole risk of LESSEE, to remove and store any of the property at LESSEE’s expense, or to retain same under LESSOR’s control or to sell in a public or private sale, without notice, any or all of the property not so removed and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property.

22.  BROKERAGE

The Broker(s) named herein: NONE

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Warrant(s) that he (they) is (are) duly licensed as such by the Commonwealth of Massachusetts, and join(s) in this agreement and become(s) a party hereto, insofar as any portions of this agreement expressly apply to him (them), and to any amendments or modifications of such provisions to which he (they) agree(s) in writing.

 

LESSOR agrees to pay the above-named Broker upon the term commencement data fee for professional services of

 

Or pursuant to Broker’s attached commission schedule.

23.  OTHER

OPTION TO RENEW:

 

1.  LESSEE shall have the option to renew this lease for an additional period of two and one-half years commencing April 1, 2019 at a rate of $7.50 per square foot or $170,602.50 per year payable in advance monthly installments of $14,216.88, provided LESSEE is not in breach of this Lease and gives LESSOR six (6) months prior written notice of its intent to renew hereunder.

 

2.  LESSEE shall have the option to renew this lease for an additional period of two and one-half years commencing October 1, 2021 at a rate of $7.50 per square foot or $170,602.50 per year payable in advance monthly installments of $14,216.88, provided LESSEE is not in breach of this Lease and gives LESSOR six (6) months prior written notice of its intent to renew hereunder.

 

PARKING:

 

LESSEE is entitled to ongoing use of 65% of all available parking spaces.

 

SIGNAGE:

 

LESSEE may keep existing signage at the Leased Premises.

 

ACCESS:

 

LESSEE shall be granted reasonable access to the loading dock through the adjoining premises.

 

WAIVER:

 

Notwithstanding anything to the contrary herein, each party hereby waives all rights of recovery against the other party, and such other party’s insurance carrier (by way of subrogation or otherwise), for all losses, damages or injuries to the leased premises, any improvements thereon or any personal property of either party therein, to the extent such waiver does not invalidate or materially increase the cost of the insurance coverage of either party and to the extent such losses, damages or injuries are covered by insurance the damaged party is required to carry hereunder or other elects to maintain; provided that the foregoing waiver by either party shall not apply with respect to any loss, damage or injury to the extent caused by the gross negligence or willful misconduct of the other party, its agents, employees, representatives or contractors.

RIGHT OF FIRST REFUSAL:

LESSOR hereby grants to LESSEE a right, but not an obligation, of LESSEE or its designee or assignee of such right, to purchase the property on which building containing the demised premises is located (the “Property”), on the terms and conditions of any assignment, sale, offer to sell, disposition of or any other like transfer of all or a portion of the Property that LESSOR may propose to make (a “Transfer”), at the same price and on the same terms and conditions as those offered to the prospective transferee.  In the event that LESSOR proposes to make a Transfer, LESSOR shall provide LESSEE with a written notice of such proposed Transfer, which notice shall contain the material terms and conditions (including price and form of consideration) of the proposed Transfer and the identity of the prospective transferee.  LESSEE shall notify LESSOR in writing within 45 days of receipt of LESSOR’s notice to LESSEE whether it elects to purchase the Property proposed to be transferred upon the terms and conditions set forth in LESSOR’s notice to LESSEE.  If LESSEE elects to purchase the Property, the parties shall enter into purchase and sale agreement for such purchase on the terms and conditions set forth in LESSOR’s original notice to LESSEE, or such other terms and conditions as the parties may agree.  If LESSEE does not timely elect to purchase the Property, or elects not to purchase the Property, LESSOR may Transfer the Property in accordance with its original notice to LESSEE within 120 days of the expiration of LESSEE’s option to purchase the Property under this paragraph.  If the terms and conditions of purchase are modified from those contained in LESSOR’s notice to LESSEE, LESSOR shall again offer to Transfer the Property to LESSEE upon the amended terms and conditions.  If the Transfer is not consummated within such 120 day period, such Transfer shall again become subject to the right of first refusal set forth in this paragraph.

 

GOVERNING LAW:

IN WITNESS WHEREOF, the said parties hereunto set their hands and seals this 27th day of March, 2014.

No broker is involved in this transaction.