LEASE AGREEMENT BY AND BETWEEN MA-RIVERSIDE PROJECT, L.L.C., AS LANDLORD AND TECHTARGET, INC., AS TENANT

 

1.1.

Introduction 

 

 

1.2.

Basic Data 

 

 

1.3.

Additional Definitions 

 

 

ARTICLE II  PREMISES AND APPURTENANT RIGHTS

 

2.1.

Lease of Premises 

 

 

2.2.

Appurtenant Rights and Reservations 

 

 

2.3.

Rooftop Equipment 

 

 

2.4.

Fitness Center 

 

 

2.5.

Cafeteria 

 

 

ARTICLE III  RENT

 

3.1.

Basic Rent 

 

 

ARTICLE IV  TERM OF LEASE

 

4.1.

Commencement Date 

 

 

4.2.

Preparation of the Premises 

 

 

4.3.

Conclusiveness of Landlord’s Performance; Warranties 

 

 

4.4

Relocation Expense Reimbursement……………………………………………….

 

ARTICLE V  USE OF PREMISES

 

5.1.

Permitted Use; Compliance with Laws 

 

 

5.2.

Installations and Alterations by Tenant 

 

 

ARTICLE VI  ASSIGNMENT AND SUBLETTING

 

6.1.

Prohibition 

 

 

6.2.

Excess Payments 

 

 

ARTICLE VII  RESPONSIBILITY FOR REPAIRS AND CONDITIONS OF PREMISES

 

7.1.

Landlord Repairs 

 

 

7.2.

Tenant’s Agreement 

 

 

7.3.

Floor Load - Heavy Machinery 

 

 

7.4.

Building Services 

 

 

7.5.

Electricity 

 

 

7.6.

Interruption of Services 

 

 

ARTICLE VIII  OMITTED

 

ARTICLE IX  OMITTED

 

ARTICLE X  INDEMNITY AND PUBLIC LIABILITY INSURANCE

10.1.Tenant’s Indemnity

 

 

10.2.Tenant's Insurance

 

 

10.3.Tenant’s Risk

 

 

10.4.Injury Caused by Third Parties

 

 

10.5.Landlord’s Insurance

 

 

10.6.Waiver of Subrogation

 

 

 

ARTICLE XI  LANDLORD’S ACCESS TO PREMISES

11.1.Landlord’s Rights

 

 

 

ARTICLE XII  FIRE, EMINENT DOMAIN, ETC.

12.1.Abatement of Rent

 

 

12.2.Right of Termination

 

 

12.3.Restoration

 

 

12.4.Award

 

 

12.5.Temporary Taking

 

 

 

ARTICLE XIII  DEFAULT

13.1.Default

 

 

13.2.Remedies

 

 

 

ARTICLE XIV  MISCELLANEOUS PROVISIONS AND

14.1.Extra Hazardous Use

 

 

14.2.Waiver

 

 

14.3.Covenant of Quiet Enjoyment

 

 

14.4.Landlord’s Liability

 

 

14.5.Notice to Mortgagee

 

 

14.6.Assignment of Rents and Transfer of Titles

 

 

14.7.Rules and Regulations

 

 

14.8.Additional Charges

 

 

14.9.Invalidity of Particular Provisions

 

 

14.10.Provisions Binding, Etc.

 

 

14.11.Recording

 

 

14.12.Notices

 

 

14.13.When Lease Becomes Binding

 

 

14.14.Paragraph Headings

 

 

14.15.Rights of Mortgagee

 

 

14.16.Status Report

 

 

14.17.Security Deposit

 

 

14.18.Remedying Defaults; Late Payments

 

 

14.19.Holding Over

 

 

14.20.Surrender of Premises

 

 

14.21.Brokerage

 

 

14.22.Environmental Compliance

 

 

14.23.Exhibits

 

 

14.24.Governing Law

 

 

14.25.Evidence of Authority.

 

 

14.26.Representations and Warranties of Tenant.

 

 

14.27.Landlord’s Representations and Warranties

 

 

14.29.Force Majeure Event

 

 

 

ARTICLE XV  TENANT OPTION TO EXTEND

15.1.Fair Market Rent

 

 

15.2.Option to Extend

 

 

 

ARTICLE XVI  RIGHT OF FIRST OFFER TO LEASE

3.3.  

a.  

The Scheduled Completion Date; or

b.  

The day following the date on which the Premises are ready for occupancy as provided in Section 4.2.

a.  

Landlord and Tenant have approved the plans and specifications attached hereto as Exhibit B and Exhibit C (the “Plans”).   It is expressly understood that Tenant’s approval of the Plans is for the benefit of Landlord and Tenant, without representation or warranty by Tenant or any party claiming by, through or under Tenant with respect to the compliance thereof with applicable Laws.  Landlord shall use Visnick & Caulfield to provide architectural services for the planning and construction of Landlord’s Work.  Landlord shall exercise all reasonable efforts to complete the work (“Landlord’s Work”) as specified in the Plans, including the work in the Premises, the Fitness Center (if Landlord elects the Landlord Fitness Center Option) and the Cafeteria, as set forth in Exhibit C.  If Landlord's Work has not been substantially completed by the Scheduled Completion Date, this Lease shall nevertheless continue in full force and effect and Landlord shall continue to use diligent efforts to substantially complete Landlord's Work.  Landlord shall perform Landlord's Work at its sole cost and expense, and in a lien free manner; provided that Landlord shall have the right to bond over any liens filed against the Premises or the Building.  Landlord shall make such changes to the Plans as may be reasonably requested by Tenant, provided that Tenant shall pay for all costs associated therewith, and any delay occasioned thereby shall be a Tenant Delay.  Any such increase shall be paid to Landlord 50% upon the date of Tenant’s authorization to Landlord to proceed with such change, and 50% upon substantial completion thereof as certified by Landlord's architect.  Tenant shall, if requested by Landlord, execute a written confirmation of such excess costs and Tenant’s agreement to any Tenant Delay occasioned thereby before the time Landlord shall be required to commence work.  Tenant shall not be responsible for any increase in the cost of Landlord’s Work or any delay thereof caused by Landlord’s failure to perform Landlord’s Work in accordance with the Plans.  Landlord shall, at its expense, procure a certificate of occupancy or an equivalent use or occupancy permit or approval issued by the local building inspector in connection with its construction obligations hereunder as a condition to the occurrence of the Commencement Date.  Tenant shall have the right to inspect the progress of Landlord’s Work from time to time upon reasonable prior verbal notice to Landlord.  Landlord shall also respond to Tenant’s reasonable requests for verbal updates as to the progress of Landlord’s Work.

b.  

The Premises shall be deemed ready for occupancy, and “substantial completion” shall be deemed to have occurred on the first day as of which:

i.  

Each of the following shall have occurred: (A) Landlord’s Work has been completed in accordance with the Plans, except for items of work (and, if applicable, adjustment of equipment and fixtures) which can be completed after occupancy has been taken without causing undue interference with Tenant’s use and occupancy of the Premises for the conduct of business (i.e., so-called “punch list” items); (B) a certificate of occupancy or an equivalent use or occupancy permit or approval has been issued by the local building inspector permitting the use of the Premises for the Permitted Uses; and (C) a certificate of substantial completion has been issued to Landlord and Tenant by Landlord’s architect in connection with Landlord’s construction obligations hereunder (which determination shall be made by Landlord’s architect and shall be conclusive and binding upon Landlord and Tenant); and

ii.  

Tenant has been given notice of the date that Landlord’s Work was or will be completed, such notice to be given by Landlord to Tenant at least ten (10) days before the anticipated date of substantial completion.  Landlord shall complete within sixty (60) days of substantial completion or as soon any as conditions imposed by Tenant permit all “punch list” items and Tenant shall afford Landlord access to the Premises for such purposes.  All telephone installation in the Premises shall be the responsibility of the Tenant, except as set forth in Exhibit C.  Failure or delay of such installation shall not delay the above completion date.

c.  

Twenty-one (21) days prior to each Scheduled Access Date (as defined below) Landlord shall notify Tenant (which notice may be verbal to Tenant’s representative in respect of Landlord’s Work) that Tenant may access the Premises for the purpose of allowing Tenant or its contractors, without the requirement for payment of Rent, to prepare the Premises for occupancy and use, including to install furniture and similar set up work required to prepare the Premises for occupancy when such access may be provided without material interference with the remaining Landlord Work provided that any such work to be performed by Tenant or its contractor’s during such period shall (i) not interfere with the remaining Landlord Work, (ii) be coordinated with the remaining Landlord Work in such a manner as to maintain harmonious labor relations and not cause any work stoppage or damage to the Premises or the Building and (iii) not interfere with Building construction or operation.  Tenant agrees not to employ or permit the use of any labor or otherwise take any action which might result in a labor dispute involving personnel providing services in the Building pursuant to arrangements with Landlord.  The respective dates on which Landlord shall provide Tenant with access to the following floors of the Premises (each, a “Scheduled Access Date”) are as follows:  (w) Third Floor, February 1, 2010; (x) Server Room on Second Floor, February 8, 2010; (y) Second Floor (other than Server Room), February 12, 2010, and (z) First Floor, February 15, 2010.  Each one (1) day delay in either the provision of notice hereunder or in a Scheduled Access Delay shall be deemed to be one (1) day of Landlord’s Delay, in the event that Tenant is actually delayed by any of the above.  In addition, in the event that access to any floor is delayed beyond a Scheduled Access Date, and Tenant incurs overtime furniture installation costs in order to achieve its targeted move in date, Landlord shall reimburse Tenant for the overtime component of such installation costs, provided that Tenant has discussed the situation with Landlord in advance.

d.  

If a delay shall occur in the date the Premises are ready for occupancy pursuant to paragraph (b) as the result of any of the following (a “Tenant’s Delay”):

i.  

Any documented request by Tenant that Landlord delay in the commencement or completion of Landlord’s Work for any reason;

ii.  

Any change by Tenant in any of the Landlord's Work that, in Landlord's reasonable judgment, causes a delay in Landlord's completion of Landlord's Work;

iii.  

Any failure by Tenant to adhere timely to the schedule set forth in Exhibit C, except for schedule delays mutually and expressly agreed upon by Landlord and Tenant;

iv.  

Any other act or omission of Tenant or its officers, agents, servants or contractors;

v.  

Any reasonably necessary displacement of any of Landlord’s Work from its place in Landlord’s construction schedule resulting from any of the causes for delay referred to in clauses i., ii., iii., or iv of this paragraph and the fitting of Landlord’s Work back into such schedule (which fitting Landlord shall use reasonable efforts to do and give Tenant notice of the proposed revised schedule); or

vi.  

Any act or omission of Tenant in violation of paragraph (d) above;

e.  

If, as a result of Tenant’s Delay(s), Landlord’s Work is delayed in the aggregate for more than ninety (90) successive days, Landlord may (but shall not be required to) at any time thereafter terminate this Lease by giving written notice of such termination to Tenant and thereupon this Lease shall terminate without further liability or obligation on the part of either party except that Tenant shall pay to Landlord the cost theretofore incurred by Landlord in performing Landlord’s Work.

f.  

If the Premises are not “ready for occupancy” by January 1, 2010 other than as the result of a Tenant’s Delay or a Force Majeure Event (a “Landlord Delay”), then for each day after such date that Landlord’s Work is not “ready for occupancy” Tenant shall receive a credit against the Basic Rent hereunder in an amount equal to the actual holdover rent and legal expenses, in excess of its current rent (the “Holdover Costs”), actually incurred by Tenant (as evidenced by rental invoices received by Tenant), not to exceed the 150% of Tenant’s current base rent (“Holdover Costs Cap”) under  Tenant’s lease with Intercontinental Fund III as successor to Wellsford/Whitehall Holdings, L.L.C. dated November 25, 2003 (as amended to date, “Tenant Prior Lease”), a correct and complete copy of which Tenant has delivered to Landlord.

g.  

If the Premises are not “ready for occupancy” (as determined pursuant to the procedure set forth in Section 4.2(c), to the extent applicable):

i.  

(i) by the Scheduled Completion Date as the result of a Landlord Delay, then for each day thereafter until the thirtieth (30th) day that the Premises are not “ready for occupancy”, the Basic Rent Commencement Date shall be delayed one-half (1/2) day for each day of such delay (in addition to the Holdover Costs described above);

ii.  

(ii) by the date that is thirty-one (31) days after the Scheduled Completion Date as a result of a Landlord Delay, then for each day from and after such thirty-first (31st) day until the forty-fifth (45th) day after the Scheduled Completion Date as a result of a Landlord Delay, the Basic Rent Commencement Date shall be delayed one (1) for each day of such delay (in addition to the delay in the Basic Rent Commencement Date set forth in subclause (i) above and the Holdover Costs described above); and

iii.  

(iii) by the date that is forty-six (46) days after the Scheduled Completion Date as a result of a Landlord Delay until the Premises are ready for occupancy, the Basic Rent Commencement Date shall be delayed two (2) days for each day of such delay (in addition to the delay in the Basic Rent Commencement Date set forth in subclauses (i) and (ii) above and the Holdover Costs described above).

h.  

If Landlord’s Work in the Premises has not been substantially completed by

 

September 1, 2010 as the result of a Landlord Delay, then Tenant may (but shall not be required to) terminate this Lease by delivery of written notice of such termination by September 30, 2010, and this Lease shall thereupon terminate without further liability or obligation on the part of either party, unless Landlord’s Work in the Premises is substantially completed within thirty (30) days after the delivery of such notice, in which event such notice shall  be null and void, and this Lease shall remain in full force and effect.

a.  

The Premises shall be used and occupied by Tenant only for Permitted Uses and for no other purpose.  Tenant shall comply with all statutes, codes, ordinances, orders, rules and regulations of any municipal or governmental entity whether in effect now or later, including the Americans with Disabilities Act (“Law(s)”), regarding the operation of Tenant’s business and the use, condition, configuration and occupancy of the Premises, except that Landlord shall be responsible for the compliance with Law of Landlord’s Work.  In addition, Tenant shall, at its sole cost and expense, promptly comply with any Laws that relate to the “Base Building” (defined below), but only to the extent such obligations are triggered by Tenant’s use of the Premises, other than for general office use, or Alterations or improvements in the Premises performed or requested by Tenant (other than Landlord’s Work). Landlord shall be responsible for the correction of any violations of Title III of the Americans with Disabilities Act.   Except as otherwise provided herein, Landlord shall be responsible for the compliance with  Law of the Building from and after the Commencement Date, provided that the cost thereof shall constitute an Expense in accordance with the terms of Exhibit F. “Base Building” shall include the structural portions of the Building, the public restrooms and the Building mechanical, electrical and plumbing systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. Tenant shall promptly provide Landlord with copies of any notices it receives regarding an alleged violation of Law.  Tenant shall not exceed the standard density limit for the Building. Tenant shall comply with the rules and regulations of the Building attached as Exhibit G and such other reasonable rules and regulations adopted by Landlord from time to time, including rules and regulations for the performance of alterations to the Premises under the provisions of Section 5.2 below.

b.  

Tenant shall conform to the following provisions during the Term of this Lease:

i.  

Tenant shall cause all freight to be delivered to or removed from the Building and the Premises in accordance with reasonable rules and regulations established by Landlord therefor;

ii.  

Tenant will not place on the exterior of the Premises (including both interior and exterior surfaces of windows and doors) or on any part of the Building outside the Premises, any sign, symbol, advertisement or the like visible to public view outside of the Premises without the prior consent of Landlord.  Landlord, as part of Landlord’s Work, shall install the Tenant’s Building One interior lobby sign between the second and third floors of Building One, centered above Tenant’s lobby entrance, the size and placement of which are depicted on the schematic attached hereto as Exhibit B-2.   It is understood that the lobby entrance shall be centered with the existing stairs that lead from the ground floor to the first floor (left of the elevator from the private garage).  Landlord shall have the right to grant to another tenant or tenants the right to signage of the same size, height on lobby wall and finish in the Building One interior lobby as the foregoing signage right given to Tenant, so long as such other tenants lease at least 90,000 rentable square feet in Building One.  In addition, Landlord shall have the right to grant signage rights to any tenant which leases 199,999 rentable square feet or more in the Building without any restriction or limitation.   Tenant’s sign shall not be obstructed by the trees in the lobby of the Building, and Landlord, at its expense, shall trim or move such trees to the extent that the trees obstruct Tenant’s sign.

iii.  

Tenant shall not perform any act or carry on any practice which may injure the Premises, or any other part of the Building, or cause any offensive odors or loud noise or constitute a nuisance or a menace to any other tenant or tenants or other persons in the Building; and

iv.  

Tenant shall not operate any cooking apparatus (except for coffee making equipment, a microwave oven, a standard size refrigerator and a sink) in the Premises.  Tenant may have vending machines in the Premises.

a.  

Tenant shall make no alterations, additions or improvements (collectively, “Improvements”) in or to the Premises without Landlord’s prior written consent provided that subsequent to the completion of the Landlord’s Work, Landlord’s consent shall not be required if such Improvements (i) are non-structural, do not affect any Building systems, are not visible from the exterior of the Building, do not require work to be performed inside the walls or above the ceiling of the Premises, and do not exceed in the aggregate a cost of Fifty Thousand ($50,000.00) Dollars, or (ii) are of a decorating nature (i.e., carpeting, painting, wallpaper) irrespective of the cost.  With respect to Improvements requiring Landlord’s consent, Landlord shall not unreasonably withhold, condition or delay its consent for non-structural Improvements to the Premises.  All Improvements shall:

i.  

Be performed in a good and workmanlike manner and in compliance with all applicable laws;

ii.  

Be made only by contractors or mechanics approved by Landlord;

iii.  

Be made at Tenant’s sole expense and at such times and in such manner as Landlord may from time to time reasonably designate; and

iv.  

Become part of the Premises and the property of Landlord.

b.  

All articles of personal property and all business fixtures, machinery and equipment and furniture owned or installed by Tenant solely at its expense in the Premises (“Tenant’s Removable Property”) shall remain the Property of Tenant and shall be removed by Tenant at any time before the expiration of this Lease, provided that Tenant, at its expense, shall repair any damage to the Premises and the Building caused by such removal.

c.  

Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises.  Whenever and as often as any mechanic’s lien shall have been filed against the Property based upon any act or interest of Tenant or of anyone claiming through Tenant, Tenant shall forthwith take such action by bonding, deposit or payment as will remove or satisfy the lien.  Landlord shall have the option, but not the obligation, of removing, bonding over or paying such lien if Tenant has not done so within ten (10) days following Landlord’s notice to Tenant of the filing of the same, and any amounts paid by Landlord therefor shall be paid to Landlord within fifteen (15) days after invoice therefor as additional rent hereunder.

d.  

Tenant shall not be obligated to remove at the end of the Term of this Lease (i) any Improvement unless Landlord specifies an Improvement for removal at the time Landlord consents to such Improvement (Landlord hereby agreeing that alterations consistent with a general office build out and the initial improvements in the Premises shall not require removal by Tenant), or (ii) any improvements built by Landlord as part of the initial fit-up of the Premises which would customarily be considered standard tenant improvement (collectively referred to herein as “Building Standard Office Improvements”).

Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each instance, having first received the express written consent of Landlord which, in the case of any subletting, will not be unreasonably withheld subject to the following conditions:  (i) Tenant is not then in default under this Lease, (ii) the proposed sublease is not to any party then occupying any space in the Building, or, until the first (1st) anniversary of the Commencement Date, to any party with whom Landlord has a written proposal to lease space in the Building outstanding for sixty (60) days or less, (iii) the prospective subtenant or assignee is of the type and quality suitable for a first-class office building, and (iv) any such sublease shall be subject to all the other provisions of this Article VI.  Tenant’s request for Landlord’s consent shall be in writing and shall contain the name and address of the proposed sublessee, the rent and other sums to be paid thereunder, the effective date of the proposed sublease and the other major business terms thereof, and the term and area of any proposed sublease.  In all other cases, Landlord’s consent may be withheld in its sole discretion.  Landlord shall respond to any request for consent as to which Landlord’s consent is not be unreasonably withheld within ten (10) business days of request therefor, and to other such requests within twenty (20) business days of request therefor.  The foregoing restrictions shall not be applicable to the following transactions, each of which shall constitute a “Permitted Transaction” hereunder: (i) an assignment of this Lease or a subletting of the Premises by Tenant to an entity controlling, controlled by or under common control with Tenant or (ii) an assignment of this Lease to an entity that succeeds to Tenant’s interest in this Lease by reason of merger, acquisition, consolidation or reorganization (collectively such entities are referred to herein as, “Affiliates”), provided that Tenant shall, at least ten (10) business days (to the extent permitted by Law) before the effective date of such assignment to an entity described in the foregoing clause (ii), provide to Landlord evidence reasonably satisfactory to Landlord that, as of the date of such assignment, the assignee shall have a net worth equal to the net worth of Tenant as of the date of this Lease.  It shall be a condition of the validity of any assignment, whether with the consent of Landlord or as part of a Permitted Transaction, that the assignee agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment and subletting.  No assignment or subletting shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor.  Notwithstanding the foregoing, Tenant shall be entitled to sublease portions of the Premises, without Landlord’s consent (but Tenant shall deliver Landlord written notice of such subleases), to vendors or other third parties having a substantial business relationship with Tenant (any such subletting also being deemed a Permitted Transaction); provided that such subleasing (xx) does not involve any improvements or modifications to the Premises, including, without limitation, the installation of demising walls, (yy) does not result in Tenant earning a profit from the sublease of such space, and (zz) does not exceed more than 10,000 rentable square feet of the Premises in the aggregate.

b.  

If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as a tenant or a release of Tenant from the further performance by Tenant of its obligations hereunder.  The consent by Landlord to an assignment or subletting shall in no way be construed to relieve Tenant or any successor from obtaining the express consent in writing of Landlord to any further assignment or subletting.  No assignment or subletting and no use of the Premises by a subsidiary wholly-owned by Tenant or controlling corporation of Tenant shall affect Permitted Uses.

Landlord Option.

i.  

Right to Cancel.  Notwithstanding any contrary provision of this Section 6.1, in connection with either (x) a proposed assignment (other than pursuant to a Permitted Transaction) at any time during the Term, or (y) a proposed subletting (other than pursuant to a Permitted Transaction) during the final twenty-four (24) months of the Term, if the request is to sublet more than fifty (50%) percent of the Premises, Landlord shall have an option to cancel and terminate this Lease by notice to Tenant in the case of assignment, or in the case of subletting, with respect to such portion of the Premises which is the subject of the proposed sublease.  Landlord may exercise said option in writing within twenty (20) business days after Landlord’s receipt from Tenant of (I) a request to so assign or sublet, or (II) a term sheet setting forth all material business terms upon which Tenant intends to so assign or sublease the Premises, and such cancellation or termination shall occur as of the date set forth in Landlord’s notice of exercise of such option, which shall not be less than thirty (30) days nor more than ninety (90) days following the giving of such notice.

ii.  

Cancellation.  If Landlord exercises Landlord’s option to cancel hereunder, Tenant shall surrender possession of the portion of the Premises which is the subject of the option on the date set forth in such notice in accordance with the provisions of this Lease relating to surrender of the Premises at the expiration of the Term.  In such event, (i) Basic Rent, Escalation Charges and any other sums due hereunder with respect to the surrendered portion of the Premises after the date of cancellation shall be abated on a pro rata basis, and (ii) in the case of subletting, Landlord shall have the right to construct a demising wall and perform such other space reconfiguration measures as are necessary between Tenant’s remaining Premises and the premises for which the Lease was cancelled.

iii.  

No Deemed Consent.  The acceptance by the Landlord of the payment of Basic Rent, Additional Rent or other charges following an assignment, subletting or assignment prohibited by this Section 6.1 shall not be deemed to be a consent by the Landlord to any such subletting or assignment, nor shall the same constitute a waiver of any right or remedy of Landlord.

i.  

The rent and other sums received by Tenant on account of a sublease of all or any portion of the Premises exceeds the Basic Rent and Escalation Charges allocable to the space subject to the sublease (in the proportion of the area of such space to the entire Premises) plus actual out-of-pocket expenses incurred by Tenant in connection with Tenant’s subleasing of such space, including brokerage commissions to a licensed broker and the cost of preparing such space for occupancy by the subtenant (the “Tenant Costs”), Tenant shall pay to Landlord, as an additional charge, 50% of such excess, monthly as received by Tenant; or

ii.  

Any payment received by Tenant on account of any assignment of this Lease exceeds the actual out-of-pocket expenses incurred by Tenant in connection with such assignment, including brokerage commissions to a licensed broker and the cost of preparing space for the assignee (the “Tenant Costs”), Tenant shall pay to Landlord, as an additional charge, 50% of such excess when received by Tenant.

a.  

Except as otherwise provided in this Lease, Landlord shall keep in good order, condition and repair and in accordance with the requirements of applicable law the roof, public areas (including common areas), exterior walls, exterior glass, floor slabs, the Building HVAC system (but not any special tenant HVAC system) and structure of the Building (including plumbing, mechanical and electrical systems), all insofar as they affect the Premises, except that Landlord shall in no event be responsible to Tenant for the condition of glass in and about the Premises or for the doors leading to the Premises, or for any condition in the Premises or the Building caused by any act or neglect of Tenant, its invitees or contractors (in which case Tenant shall promptly effect such repairs or, at Landlord’s option, Landlord may effect such repairs and charge the entire cost thereof to Tenant as additional rent provided, however, that if, after Tenant pays the cost of such repair, Landlord receives from its insurance carrier proceeds with respect to the cost of such repairs, Landlord shall reimburse Tenant for the cost of such repairs up to the amount actually received by Landlord with respect to the same). Landlord shall not be responsible to make any improvements or repairs to the Building other than as expressly in this Section 7.1 provided, unless expressly provided otherwise in this Lease.

b.  

Landlord shall never be liable for any failure to make repairs which, under the provisions of this Section 7.1 or elsewhere in this Lease, Landlord has undertaken to make unless Tenant has given notice to Landlord of the need to make such repairs, and Landlord has failed to commence to make such repairs within a reasonable time after receipt of such notice, or fails to proceed with reasonable diligence to complete such repairs.  Landlord shall make repairs in emergency situations as quickly as possible in the circumstances.

a.  

Tenant shall keep neat and clean and maintain in good order, condition and repair the Premises and every part thereof, excepting only those repairs for which Landlord is responsible under the terms of this Lease, reasonable wear and tear of the Premises, and damage by fire or other casualty and as a consequence of the exercise of the power of eminent domain; and shall surrender the Premises, at the end of the Term, in such condition.  Without limitation, Tenant shall maintain and use the Premises in accordance with all directions, rules and regulations of the proper officers of governmental agencies having jurisdiction, and shall, at Tenant’s own expense, obtain all permits, licenses and the like required by applicable law.  Tenant shall be responsible for the cost of repairs that may be made necessary by reason of damage to common areas in the Building by Tenant, Tenant's independent contractors or Tenant's invitees.  Tenant shall be responsible for the maintenance and repair of all plumbing and electrical facilities within the Premises other than to the extent provided in Section 4.3 hereof..

b.  

If repairs are required to be made by Tenant pursuant to the terms hereof, Landlord may demand that Tenant make the same forthwith, and if Tenant refuses or neglects to commence such repairs and complete the same with reasonable dispatch, after such demand, Landlord may (but shall not be required to do so) make or cause such repairs to be made and shall not be responsible to Tenant for any loss or damage that may accrue to Tenant’s stock or business by reason thereof.  If Landlord makes or causes such repairs to be made, Tenant agrees that Tenant shall forthwith, on demand, pay to Landlord the cost thereof as an additional charge hereunder.

a.  

Tenant shall not place a load upon any floor in the Premises exceeding 80 pounds  live load per square foot and 20 pounds partition load per square foot.   Landlord reserves the right to prescribe the weight and position of all business machines and mechanical equipment, including safes, which shall be placed so as to distribute the weight.  Business machines and mechanical equipment shall be placed and maintained by Tenant at Tenant’s expense in settings sufficient, in Landlord’s judgment, to absorb and prevent vibration, noise and annoyance.  Tenant shall not move any safe, heavy machinery, heavy equipment, freight, bulky matter or fixtures into or out of the Building without Landlord’s prior consent, which consent may include a requirement to provide insurance in such amounts as Landlord may deem reasonable.

b.  

If any such safe, machinery, equipment, freight, bulky matter or fixtures requires special handling, Tenant agrees to employ only persons holding a Master Rigger’s License to do such work, and that all work in connection therewith shall comply with applicable laws and regulations.  Any such moving shall be at the sole risk and hazard of Tenant, and Tenant will exonerate, indemnify and save Landlord harmless against and from any liability, loss, injury, claim or suit resulting directly or indirectly from such moving.

a.  

Landlord shall, on Business Days from 8:00 a.m. to 6:00 p.m. (and on Saturdays only from 9:00 a.m. to 1:00 p.m.) (“Normal Business Hours”), furnish heating and cooling as normal seasonal changes and the Massachusetts State Building Code may require to provide reasonably comfortable space temperature and ventilation for occupants of the Premises under normal business operation at an occupancy of not more than one person physically located in the Premises at any time per 175 square feet of Premises Rentable Area and an electrical load not exceeding approximately ten (10) watts per square foot of Premises Rentable Area, comprised of 1.5 watts for lighting, 2.5 watts for outlets/miscellaneous, and 6 watts for HVAC.  If Tenant shall require air conditioning, heating or ventilation outside Normal Business Hours, Landlord shall furnish such service and Tenant shall pay therefor such charges as may from time to time be in effect (currently $35.00 per hour, subject to adjustment based solely upon actual increases in utility costs).  In the event Tenant introduces into the Premises personnel or equipment which exceeds the standards set forth above or in any other way interferes with the Building system’s ability to perform adequately its proper functions, supplementary systems may, if and as needed, at Landlord’s option, be provided by Landlord, at Tenant’s expense.  Except in the case of emergency or a scheduled closing of the Building, Landlord shall provide to Tenant (subject to reasonable security procedures which may be imposed by Landlord) access to the Building, an elevator and the loading dock twenty-four hours per day, seven (7) days per week.  In addition, Landlord shall provide four hundred ninety-one (491) square feet of dock storage (“Dock Storage Space”) at the Building One dock in the location shown on Exhibit B-3 for the exclusive use of Tenant at a cost of $10 per square foot per year, commencing on the Commencement Date of this Lease.  Landlord shall provide Tenant with thirty (30) days prior notice (to the extent feasible in the circumstances) in the event of any required shutdown of the Building’s HVAC system (including the condenser water loop), electrical service or emergency generator, and shall work with Tenant to minimize the impact of the same on Tenant’s operations in the Premises.

b.  

Landlord shall also provide:

i.  

Hot water for lavatory purposes and cold water (at temperatures supplied by the Town of Newton) for drinking, lavatory, and toilet purposes.  If Tenant uses water for any purpose other than as set forth in the preceding sentence, Landlord may assess a reasonable charge for the additional water so used.  All piping and other equipment and facilities required for use of water outside the Building core will be installed and maintained by Landlord at Tenant’s sole cost and expense.

ii.  

Cleaning and janitorial services to the Premises on Business Days, including those services listed on Exhibit E attached hereto, in a manner customarily performed within the janitorial industry in office buildings of similar age, size, class and composition of the Building in the area, or such other reasonably comparable janitorial services designated by Landlord from time to time, provided the same are kept in order by Tenant,.

iii.  

Except in the case of scheduled maintenance, emergencies and scheduled Building closings, passenger elevator service from the existing passenger elevator system in common with Landlord and other tenants of the Building shall be available twenty-four (24) hours a day, seven (7) days a week.

iv.  

The Building security protocols and services are described in Exhibit K attached hereto.  In no event shall Landlord have any liability for the inadequacy or failure of any security or protective services, personnel or equipment.

v.  

Tenant shall have the right to connect its supplemental HVAC units (the "Units")to the Building’s condenser water loop on the terms set forth herein.   To the extent of available capacity as determined by Landlord’s engineers, and subject to the rights of existing tenants in the Building, Tenant may connect up to 100 tons of supplemental cooling to the Building’s condenser water loop. Tenant shall be responsible for all repairs and maintenance to the HVAC units.  Landlord shall be responsible for all repairs and maintenance to the condenser water loop. Tenant shall pay Landlord an annual usage fee of $365.00 per ton of supplemental HVAC equipment to be connected to Landlord's condenser water loop.   For example, if Tenant connects two tons of equipment to Landlord's condenser water loop, Tenant shall be required to pay Landlord a usage charge $60.83 per month (2 tons x $30.4166).  All such fees shall be payable by Tenant to Landlord as Additional Rent hereunder within fifteen (15) days of invoice therefor.  In no event shall Tenant be entitled to use more than its proportionate share of the Building's excess water condenser capacity.  The size, make, type and design of the Units, the manner in which the Units will be vented and access outside air, if applicable, and the manner in which the Units connect to Landlord's condenser water loop, including, without limitation the routing of any water lines, shall be subject to Landlord's prior review and approval.  Tenant shall be responsible, at its cost, for maintaining the Units to the reasonable satisfaction of Landlord and the cost of purchasing and installing a submeter for the Units to measure electricity consumed in connection with the Units, as well as for the cost of all such electricity that is consumed in the operation of the Units.

a.  

Landlord shall supply electricity to the Premises in accordance with the electrical capacity set forth in Section 7.4(a) above.  Tenant agrees in its use of the Premises not to exceed such capacity, and further agrees that its total connected lighting load will not exceed the maximum from time to time permitted under applicable governmental regulations.  Except as set forth in Exhibit C, Landlord shall purchase and install all lamps, tubes, bulbs, starters and ballasts for all original fluorescent tubes within the Premises.  All other bulbs, tubes and lighting fixtures for the Premises shall be provided and installed by Landlord at Tenant’s cost and expense.  In order to assure that the foregoing requirements are not exceeded and to avert possible adverse affect on the Building’s electric system, Tenant shall not, without Landlord’s prior consent, connect any fixtures, appliances or equipment to the Building’s electric distribution system other than standard office equipment including, without limitation, personal computers, printers, photocopiers and fax machines.

b.  

Landlord shall install at Landlord’s expense as part of Landlord’s Work a submeter which shall measure electric consumption (including electricity consumed in connection with the operation of the variable-air-volume (VAV) boxes used to heat and cool the Premises) in the Premises, to be charged in accordance with Section 7.4.a above; provided, that Tenant shall not be charged a separate administrative fee with respect to the submetering.  Tenant shall pay as additional rent all amounts billed by the applicable utility company when due directly to the utility company.  If, for any reason, such utility charges are not separately metered or submetered at any time during the Term, Tenant shall pay as additional rent all reasonably allocated charges attributable to the furnishing of electricity to the Premises.

c.  

In the computation of Operating Costs, only the cost of electricity supplied to those portions of the Building other than those intended to be leased to tenants for their exclusive use and occupancy, or used by the Building for its own offices, i.e., only those areas which are so-called common areas, shall be included.

a.  

Subject to the last paragraph of this Section 7.6, Landlord reserves the right to stop the service of heating, air-conditioning, ventilating, elevator, plumbing, electricity or other mechanical systems or facilities in the Building, if necessary by reason of accident or emergency , or for repairs, alterations, replacements, additions or improvements which, in the reasonable judgment of Landlord, are desirable or necessary until said repairs, alterations, replacements, additions or improvements shall have been completed.  The exercise of such right by Landlord shall not constitute an actual or constructive eviction, in whole or in part, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or its agents by reason of inconvenience or annoyance to Tenant, or injury to, or interruption of, Tenant’s business, or otherwise, or entitle Tenant to any abatement or diminution of rent.  Except  in case of emergency repairs, Landlord will give Tenant reasonable advance notice of any contemplated stoppage of any such systems or facilities pursuant to the foregoing and will use diligence to complete any such repairs, alterations, replacements, additions or improvements promptly.  Landlord shall also perform any such work in a manner designated to minimize interference with Tenant’s normal business operations.

b.  

If Landlord shall fail to supply, or be delayed in supplying any service expressly or impliedly to be supplied under this Lease, or shall be unable to make, or be delayed in making, any repairs, alterations, additions, improvements or decorations, or shall be unable to supply, or be delayed in supplying, any equipment or fixtures, and if such failure, delay or inability shall not constitute an actual or constructive eviction, in whole or in part, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or its agents by reason of inconvenience or annoyance to Tenant, or injury to, or interruption of, Tenant’s business, or otherwise, or entitle Tenant to any abatement or diminution of rent.

 

Notwithstanding the foregoing, if for any reason, other than the actions of Tenant  or a Force Majeure Event, Landlord does not provide any or all of the following services, or does not provide them in the manner described herein (by temporary service or otherwise): (i) HVAC, (ii) electric current, and (iii) water, which services are deemed essential to the conduct of Tenant’s business (hereafter, the “Critical Service(s)”), and in the manner provided for therein, for more than ten (10) consecutive business days, then following notice from Tenant to Landlord of such failure, interruption or reduction, Tenant may abate the monthly installments of Basic Rent, Escalation Charges and any other sums due hereunder, on a per diem basis, for the period of  interruption, beginning on the eleventh (11th) business day after such notice and ending when the Critical Service(s) is/are fully restored.

a.  

Tenant shall fail to pay the Basic Rent, Escalation Charges or other charges hereunder when due and such failure shall continue for five (5) Business Days after notice to Tenant from Landlord; or

b.  

Tenant shall neglect or fail to perform or observe any other covenant herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and to prosecute such remedy to completion with diligence and continuity but in no event shall such period exceed ninety (90) days; or

c.  

Tenant’s leasehold interest in the Premises shall be taken on execution or by other process of law directed against Tenant; or

d.  

Tenant shall make an assignment for the benefit of creditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or

e.  

A petition shall be filed against Tenant in bankruptcy or under any other law seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any debtor in possession (whether or not Tenant) trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive);

f.  

Or if Tenant dissolves or is dissolved or liquidated or adopts any plan or commences any proceeding, the result of which is intended to include dissolution or liquidation;

g.  

Then in any such case:

i.  

If such Default of Tenant shall occur before the Commencement Date, this Lease shall ipso facto, and without further act on the part of Landlord, terminate; and

ii.  

If such Default of Tenant shall occur after the Commencement Date, Landlord may terminate this Lease by notice to Tenant, specifying a date not less than ten (10) days after the giving of such notice on which this Lease shall terminate and this Lease shall come to an end on the date specified therein as fully and completely as if such date were the date herein originally fixed for the expiration of the Term of this Lease (Tenant hereby waiving any rights of redemption under M.G.L. c. 186, or otherwise), and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as hereinafter provided.

a.  

If this Lease shall have been terminated as provided in this Article, or if any execution or attachment shall be issued against Tenant or any of Tenant’s property whereupon the Premises shall be taken or occupied by someone other than Tenant, then Landlord may, without notice, re-enter the Premises, either by summary proceedings or otherwise, and remove and dispossess Tenant and all other persons and any and all property from the same, as if this Lease had not been made, and Tenant hereby waives the service of notice of institution of legal proceedings to that end in the event that Tenant has vacated the Premises.

b.  

In the event of any termination, Tenant shall pay the Basic Rent, Escalation Charges and other sums payable hereunder up to the time of such termination, and thereafter Tenant, until the end of what would have been the Term of this Lease in the absence of such termination, and whether or not the Premises shall have been re-let, shall be liable to Landlord for, and shall pay to Landlord, as current damages, the Basic Rent, Escalation Charges and other sums which would be payable hereunder if such termination had not occurred, less the net proceeds, if any, of any re-letting of the Premises, after deducting all expenses in connection with such re-letting, including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys’ fees, advertising, expenses of employees, alteration costs and expenses of preparation for such re-letting.  Tenant shall pay such current damages to Landlord monthly on the days which the Basic Rent would have been payable hereunder if this Lease had not been terminated.

c.  

At any time after such termination, whether or not Landlord shall have collected any such current damages, Landlord may demand, as liquidated final damages and in lieu of all such current damages beyond the date of such demand, and Tenant shall pay to Landlord an amount equal to the excess, if any, of the Basic Rent, Escalation Charges and other sums as hereinbefore provided which would be payable hereunder from the date of such demand (assuming that, for the purposes of this paragraph, annual payments by Tenant on account of Taxes and Operating Expenses would be the same as the payments required for the immediately preceding Operating or Tax Year) for what remained, over the Term of this Lease if the same remained in effect, over the then fair net rental value of the Premises for the same period.

d.  

In case of any Default by Tenant, re-entry, expiration and dispossession by summary proceedings or otherwise, Landlord may:

i.  

Re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Term of this Lease and may grant concessions or free rent to the extent that Landlord considers advisable and necessary to re-let the same; and

ii.  

May make such reasonable alterations, repairs and decorations in the Premises as Landlord in its sole judgment considers advisable and necessary for the purpose of re-letting the Premises; and the making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid.  Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting.  Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease.

e.  

If a Guarantor of this Lease is named in Section 1.2, the happening of any of the events described in of this Section 13.1(d) or (e) with respect to the Guarantor shall constitute a Default of Tenant hereunder.

f.  

The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may at any time be entitled lawfully, and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for.

g.  

All costs and expenses incurred by or on behalf of Landlord (including, without limitation, attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by Tenant.

h.  

Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and 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, equal to or less than the amount of the loss or damages referred to above.

a.  

Failure on the part of Landlord or Tenant to complain of any action or non-action on the part of the other, no matter how long the same may continue, shall never be a waiver by Tenant or Landlord, respectively, of any of the other’s rights hereunder.  Further, no waiver at any time of any of the provisions hereof by Landlord or Tenant shall be construed as a waiver of any of the other provisions hereof, and a waiver at any time of any of the provisions hereof shall not be construed as a waiver at any subsequent time of the same provisions.  The consent or approval of Landlord or Tenant to or of any action by the other requiring such consent or approval shall not be construed to waive or render unnecessary Landlord’s or Tenant’s consent or approval to or of any subsequent similar act by the other.

b.  

No payment by Tenant, or acceptance by Landlord, of a lesser amount than shall be due from Tenant to Landlord shall be treated otherwise than as a payment on account.  The acceptance by Landlord of a check for a lesser amount with an endorsement or statement thereon, or upon any letter accompanying such a check, that such lesser amount is payment in full, shall be given no effect, and Landlord may accept such check without prejudice to any other rights or remedies which Landlord may have against Tenant.

a.  

No owner of the Property shall be liable under this Lease except for breaches of Landlord’s obligations occurring while owner of the Property.  The obligations of Landlord shall be binding upon the assets of Landlord which comprise the Property but not upon other assets of Landlord.  No individual partner, trustee, stockholder, officer, director, employee, member or beneficiary of Landlord shall be personally liable under this Lease and Tenant shall look solely to Landlord’s interest in the Property in pursuit of its remedies upon an event of default hereunder, and the general assets of Landlord and of the individual partners, trustees, stockholders, officers, employees, members or beneficiaries of Landlord shall not be subject to levy, execution or other enforcement procedure for the satisfaction of the remedies of Tenant.

b.  

Except as otherwise expressly provided in Section 7.6(b), with respect to any services or utilities to be furnished by Landlord to Tenant, Landlord shall in no event be liable for failure to furnish the same when prevented from doing so by strike, lockout, breakdown, accident, order or regulation of or by any governmental authority, or failure of supply, or inability by the exercise of reasonable diligence to obtain supplies, parts or employees necessary to furnish such services, or because of war or other emergency, or for any cause beyond Landlord’s reasonable control, or for cause due to any act or neglect of Tenant or Tenant’s servants, agents, employees, licensees or any person claiming by, through or under Tenant.

c.  

In no event shall Landlord ever be liable to Tenant for any indirect or consequential damages suffered by Tenant from whatever cause.

a.  

With reference to any assignment by Landlord of Landlord’s interest in this Lease, or the rents payable hereunder, conditional in nature or otherwise, which assignment is made to the holder of a mortgage on property which includes the Premises, Tenant agrees that the execution thereof by Landlord, and the acceptance thereof by the holder of such mortgage shall never be treated as an assumption by such holder of any of the obligations of Landlord hereunder unless such holder shall, by notice sent to Tenant, specifically otherwise elect and that, except as aforesaid, such holder shall be treated as having assumed Landlord’s obligations hereunder only upon foreclosure of such holder’s mortgage and the taking of possession of the Premises.

b.  

In no event shall the acquisition of title to the Property by a purchaser which, simultaneously therewith, leases the entire Property back to the seller thereof be treated as an assumption by operation of law or otherwise, of Landlord’s obligations hereunder, but Tenant shall look solely to such seller-lessee, and its successors from time to time in title, for performance of Landlord’s obligations hereunder.  In any event, this Lease shall be subject and subordinate to the lease between such purchaser-lessor and seller-lessee; provided that Landlord shall obtain a commercially reasonable subordination, non-disturbance and attornment agreement with respect to any purchaser-lessor of the Property.  For all purposes, such seller-lessee, and its successors in title, shall be the Landlord hereunder unless and until Landlord’s position shall have been assumed by such purchaser-lessor.

c.  

Tenant hereby agrees that, except as provided in paragraph b. of this Section, in the event of any transfer of title to the Property by Landlord, Landlord shall thereafter be entirely freed and relieved from the performance and observance of all covenants and obligations hereunder.

d.  

Tenant hereby agrees not to look to the mortgagee, as mortgagee, mortgagee in possession, or successor in title to the property, for accountability for any security deposit required by the Landlord hereunder, unless said sums have actually been received by said mortgagee as security for the tenant’s performance of this Lease.

e.  

Tenant shall not pay rent more than one month in advance.

a.  

Form of Security Deposit.  Tenant shall deliver to Landlord, concurrent with Tenant’s execution of this Lease, the Security Deposit amount identified in Section 1.2 above, in the form of (i) cash, or (ii) an unconditional, clean, irrevocable, fully assignable standby letter of credit (the “LOC”), in the form attached hereto as Exhibit H ((i) or (ii) shall be referred to herein as the “Security Deposit”).  If the Security Deposit is in the form of a letter of credit, the LOC shall be issued by a commercial bank having assets in excess of $100,000,000.00, and which LOC may be presented for payment in a location in Boston, Massachusetts.  On thirty (30) days notice, Landlord may require that the LOC be replaced with an LOC issued by a different institution if the then issuing bank’s assets fall below $100,000,000.00 in value, and failing such replacement, Landlord may draw upon the LOC and hold the proceeds as described below.  The LOC shall have a term of not less than one (1) year, shall provide for automatic renewals, and at the end of the Term shall have an expiration date not earlier than sixty (60) days after the scheduled expiration date of the Term.  Tenant shall pay all expenses, points and/or fees associated with obtaining the LOC and with any transfer thereof, and any such expenses or fees shall constitute additional rent payable by Tenant hereunder. At Landlord’s election from time to time, the LOC shall name Landlord and its mortgagee as co-beneficiaries.

b.  

Landlord’s Holding of the Security Deposit.  Landlord shall hold the Security Deposit throughout the term of this Lease as security for the performance by Tenant of all obligations on the part of Tenant hereunder.  In the event that the Security Deposit is in the form of cash (or in the event Landlord draws upon the LOC and holds the amount in lieu of applying said amount drawn), Landlord shall hold the same, in a separate interest bearing account (provided that Landlord shall not be obligated to deposit the Security Deposit in anything other than a standard money market account and shall have no liability to Tenant with respect to the terms or interest rate for such account), and any interest earned thereon shall be deemed to be a part of the Security Deposit.  Landlord shall have the right from time to time without prejudice to any other remedy Landlord may have on account thereof, to apply such deposit, or any part thereof (or draw upon all or any part of the LOC), to Landlord’s damages arising from any Default on the part of Tenant.  If there is then existing no Default of Tenant, Landlord shall return the Security Deposit, less so much thereof as shall have theretofore been applied in accordance with the terms of this Section 14.17 (and less such amount as may have been returned to Tenant in accordance with the provisions of subparagraphs (d) and (e) below), to Tenant on the expiration or earlier termination of the Term of this Lease and surrender of possession of the Premises by Tenant to Landlord at such time.  The use, application or retention of the Security Deposit, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by law.  The parties agree that Landlord shall not first be required to proceed against the Security Deposit and the Security Deposit shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled.  If any portion of the Security Deposit is applied (or drawn upon in the case of the LOC), Tenant shall, within ten (10) days after written demand therefor, reinstate the Security Deposit to the amount then required under this Lease, and Tenant’s failure to do so shall be a Default under this Lease.

c.  

Transfer of the Security Deposit.  If Landlord conveys Landlord’s interest under this Lease, the Security Deposit, or any part thereof not previously applied, shall be turned over by Landlord to Landlord’s grantee, and, if so turned over, Tenant agrees to look solely to such grantee for proper application of the deposit in accordance with the terms of this Section 14.17, and the return thereof in accordance herewith.  This provision shall also apply to subsequent grantees and transferees.  Tenant shall execute any documents reasonably necessary to effectuate such a transfer. The holder of a mortgage shall not be responsible to Tenant for the return or application of any such deposit, whether or not it succeeds to the position of Landlord hereunder, unless such deposit shall have been received in hand by such holder.

d.  

Reduction of Security Deposit.   On each of the second, third, fourth and fifth anniversaries of the Commencement Date, the Security Deposit shall be reduced on each such date by the sum of Two Hundred Forty-Seven Thousand Five Hundred and 00/100 ($247,500.00) Dollars, until the Security Deposit has been reduced to Four Hundred Ninety-Five Thousand and 00/100 ($495,000.00) Dollars, which amount shall then remain as the Security Deposit hereunder for the balance of the Term, provided that on the date of each such reduction, the Lease is in full force and effect and there is no Default of Tenant then uncured.  If on any reduction date, the Security Deposit shall not be reduced because the foregoing condition is not satisfied as of such date, Tenant shall not be entitled to any further reduction in the Security Deposit, provided that if a non-material, non-monetary Default of Tenant is then uncured, Tenant shall be entitled to such reduction of the Security Deposit upon the cure of such Default.  If the Security Deposit is reduced pursuant to the foregoing provisions, Landlord shall (x) if the Security Deposit is in the form of cash, return the amount of such reduction to Tenant on or before the date that is thirty (30) days after Tenant’s written demand for such sums, or (y) if the Security Deposit is in the form of the LOC, cooperate with Tenant to have the LOC amended or reissued to reflect such reduction.

14.26.  

a.  

If Tenant is an entity, Tenant is duly organized, validly existing and in good standing under the laws of the state of its organization, and is qualified to do business in the state in which the Premises is located, and the persons executing this Lease on behalf of Tenant have the full right and authority to execute this Lease on behalf of Tenant and to bind Tenant without the consent or approval of any other person or entity.  Tenant has full power, capacity, authority and legal right to execute and deliver this Lease and to perform all of its obligations hereunder.  This Lease is a legal, valid and binding obligation of Tenant, enforceable in accordance with its terms.

b.  

Tenant has not (1) made a general assignment for the benefit of creditors, (2) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by any creditors, (3) suffered the appointment of a receiver to take possession of all or substantially all of its assets, (4) suffered the attachment or other judicial seizure of all or substantially all of its assets, (5) admitted in writing its inability to pay its debts as they come due, or (6) made an offer of settlement, extension or composition to its creditors generally.

c.  

Tenant is not in violation of any Anti-Terrorism Law (hereinafter defined).

d.  

Tenant is not, as of the date hereof:

i.  

conducting any business or engaging in any transaction or dealing with any Prohibited Person (hereinafter defined), including the governments of Cuba, Iran, North Korea, Myanmar and Syria and, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Prohibited Person;

ii.  

dealing in, or otherwise engaging in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224; or

iii.  

engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate any of the prohibitions set forth in, any Anti-Terrorism Law.

e.  

Neither Tenant nor any of its affiliates, officers, directors, shareholders, members or lease guarantor, as applicable, is a Prohibited Person.

a.  

Landlord is duly organized, validly existing and in good standing under the laws of the state of its organization, and is qualified to do business in the state in which the Premises is located, and the persons executing this Lease on behalf of Landlord have the full right and authority to execute this Lease on behalf of Landlord and to bind Landlord without the consent or approval of any other person or entity.  Landlord has full power, capacity, authority and legal right to execute and deliver this Lease and to perform all of its obligations hereunder.  This Lease is a legal, valid and binding obligation of Landlord, enforceable in accordance with its terms.

b.  

To Landlord’s knowledge, the status of the title of the Property is as set forth in the title policy attached hereto as Exhibit I.

c.  

Landlord's Work in the Premises, shall be constructed in accordance with all applicable federal, state, and local laws, ordinances and regulations, free of all mechanics and materialmen's liens (subject to Landlord’s right to bond over the same in accordance with Section 4.2(a) above).

d.  

Landlord has no knowledge of any matters related to the environmental condition of the Property, other than as set forth in the following environmental site assessment: Air Quality/ Microbial Investigation report dated on or about October 10, 2003 and Notice of Activity and Use Limitation Fuel Oil Release dated on or about May 20, 1998.

MA-RIVERSIDE PROJECT, L.L.C., a Delaware limited liability company

By:__________________________

  Name:

  Title:

TECH TARGET, INC., a Delaware corporation

By:__________________________________

  Name:

  Title: