FIFTH AMENDMENT TO LEASE

Base Rent for the Current Premises for the extension of the Term to December 31, 2027 is set forth on Exhibit C attached hereto and Section 1.11 of the Lease is amended hereby.

Base Rent for the Amendment 5 Expansion Spaces, and the date as which Base Rent for the Amendment 5 Expansion Spaces commences, shall be as set forth on Exhibit D. Effective as of the date Base Rent becomes payable for a portion of the Amendment 5 Expansion Spaces, the Base Rent payable under Section 1.11 of the Lease (as such section of the Original Lease has been amended to date) shall be the sum of (i) the Base Rent otherwise payable under the Lease as amended by Subsection 3A above and (ii) the increase in Base Rent, attributable to the Amendment 5 Expansion Spaces set forth in Exhibit D.

Section 1.12 of the Lease is amended to read in its entirety:

Section 1.14 of the Lease is amended to read in its entirety:

Section 1.16 of the Lease is amended to read in its entirety:

Effective for periods from and after the Fifth Expansion Commencement Date, Section 1.17 of the Lease is amended to read in its entirety:

The Amendment 5 Expansion Spaces are being delivered to Tenant as of the date hereof in as-is, where-is condition (subject only to Landlord’s Contributions (as defined in Subsection C below) to demolition and construction), except that Landlord shall deliver the Amendment 5 Expansion Spaces broom-clean and free of all occupants, furniture, debris and other personal property. Subject to the foregoing, without limitation, Landlord shall have no responsibility for any condition or construction within the Amendment 5 Expansion Spaces or for any condition above the finished ceilings except with regard to utilities and conduits serving premises other than the Premises, except that the foregoing shall not relieve Landlord from its obligations to deliver the Premises with all base Building systems operational at the Premises and to repair and maintain the Building components described in Section 8.02 of the Original Lease (as the same may be amended from time to time) in accordance with and subject to said Section 8.02 of the Original Lease (as the same may be amended from time to time). Subject to the foregoing, the obligations of Landlord under Exhibit B-2 of the Original Lease shall not be applicable to the Amendment 5 Expansion Spaces nor shall Tenant have any right to any Allowance with respect to the Amendment 5 Expansion Spaces under Article 38 of the Original Lease (except as set forth in Subsection C below). Tenant shall be responsible for the demolition of the Amendment 5 Expansion Spaces and, subject only to Landlord’s Contributions, for all construction therein and for installation of telecommunications, business equipment and furniture (all of which shall be subject to the terms and conditions of the Lease regarding Alterations as if the amendment 5 Expansion Spaces were a part of the Premises) and all costs in connection therewith including without limitation, electricity used incident to such demolition and construction therein. Without limiting the generality of the foregoing, all work necessary to prepare the Amendment 5 Expansion Spaces for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Furthermore, if any alterations or modifications to the Building are required under applicable Legal Requirements by reason of the density of Tenant’s usage if in excess of ordinary office-related use or the Alterations made by Tenant to the Amendment 5 Expansion Spaces which are not ordinary office leasehold improvements, the cost of such Building modifications (including, without limitation, to bathrooms) shall be paid by Tenant.

Entry by Tenant for demolition and construction shall be at Tenant’s sole risk and without material interference to any work then being performed in the Building by Landlord or to any work then being performed by other tenants in space occupied by such tenants, and all of the covenants and conditions of the Lease as amended hereby shall be binding upon the parties hereto with respect to such whole or part of the Amendment 5 Expansion

Landlord shall contribute to the cost of Tenant’s demolition and improvements to the Amendment 5 Expansion Spaces, an amount equal to Ten Dollars ($10.00) per rentable square foot of the Amendment 5 Expansion Spaces or $1,634,850.00 (“Landlord’s Contribution”). Payment of Landlord’s Improvement Contribution shall be subject to the procedures of Article 38 of the Original Lease except that (a) “Allowance” under Article 38 shall mean the amount of the Landlord’s Contribution, (b) “Initial Alterations” shall mean the Alterations to the Amendment 5 Expansion Spaces, (c) the date of June 15, 2015 shall be replaced with June 30, 2017. Tenant shall not be required to pay Landlord for the use of elevators and hoists during and with respect to the making of Alterations to the Amendment 5 Expansion Spaces.

Solely for the purpose of determining Tenant’s obligations with respect to restoration of the Premises at the end of the Term, all Alterations made by Tenant to initially prepare the Amendment 5 Expansion Spaces shall be deemed “Initial Alterations”; accordingly, Tenant shall not be required to remove or restore any of such Alterations (or Alterations that were comparable replacements thereof) whether or not the same are Specialty Alterations. Tenant shall not be required to pay Landlord for the use of elevators and hoists during the making of initial Alterations to the Amendment 5 Expansion Spaces.

Landlord anticipates that approximately 100,698 rentable square feet of space in the Building “Potential Expansion Space”), currently leased to a single tenant, will become available for lease on or about January 1, 2018. Landlord agrees that if Tenant notifies Landlord not later than January 1, 2017, that it desires to lease such space, Landlord shall lease such space to Tenant as of the last to occur of (a) January 1, 2018 and the date on which the current tenant of the space vacates the Potential Expansion Space. The Potential Expansion Space will be leased on all of the terms and conditions of the Amendment 5 Expansion Spaces (commencing on the date the Potential Expansion Space is delivered to Tenant) except that the Rent for the Potential Expansion Space shall not commence until four (4) months following the date of delivery of all of the Potential Expansion Space to Tenant. The Potential Expansion Space is described on Exhibit E attached hereto.

If Tenant exercises the expansion option under Subsection A, Landlord shall prepare an amendment (an “Expansion Amendment”) adding the applicable expansion space to the Premises on the terms set forth above and reflecting the changes in the Base Rent, Rentable Square Footage of the Premises, Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Expenses and other appropriate terms. Without limiting the generality of the foregoing, the associated Landlord contribution with respect to the Potential Expansion Space shall be at Ten Dollars ($10.00) per rentable square foot of the Potential Expansion Space and the Letter of Credit Amount will increase by $608,000.00

Right. If, during the Term, Landlord determines (in Landlord’s sole judgment) from time to time that any space in the Office Section (including without limitation the Potential Expansion Space, if Tenant did not exercise its option with respect thereto, or any part thereof) will be, or is then, leasable to a third party and Landlord is prepared to enter into a lease to a specific third party on terms set forth in the most recent response to a request for a proposal from, or other exchange with, such third party (such space, except as set forth in the provisos below, is referred to herein as “Available”), Landlord shall (subject to the provisos set forth below) offer to lease such space (“Offering Space”) to Tenant (such offer on terms consistent with the provisos below, the “Advice”), such lease to commence as of the date on which the Landlord is prepared to deliver such space; provided, however,

In the event Tenant accepts such offer and the Offering Space will become a part of the Premises by December 31, 2018, the Offering Space will be added to the then Premises under the Lease as amended on the same terms and conditions as the Amendment 5 Expansion Premises are added to the Premises under this Fifth Amendment and otherwise on all of the terms and conditions of the Lease as the same may be amended from time to time. For purposes of certainty, and without limitation, the then monthly Base Rent applicable to the Amendment 5 Expansion Premises, the per square foot Landlord’s contribution (prorated to reflect the reduction in term from a term commencing January 1, 2017), the Operating Expense Base Year and the Tax Base Year, the term and the condition of the Offering Space at delivery and the increase in the letter of credit shall be as contemplated with respect to the Amendment 5 Expansion Premises.

In the event Tenant accepts such offer and the Offering Space will become a part of the Premises after December 31, 2018, the Offering Space shall be leased to Tenant at Prevailing Market Rent (as hereinafter defined) and otherwise on all of the terms and conditions of the Lease as the same may be amended from time to time, except as otherwise set forth in the Advice as terms under which Landlord would be leasing to a third party, and except that there shall be no extension or expansion options, no rights of first offer and no allowance or contribution except as otherwise so set forth in the Advice to reflect the terms offered or to be offered to the third party) or as a factor in determining the Prevailing Market Rent; provided, however, Tenant shall be entitled to an increase in parking rights as set forth in Article 37 of the Lease as amended.

In the event Tenant does not timely exercise the right to Offering Space, Landlord shall have a period of six (6) months to enter into a lease of the Offering Space with a third party before Tenant’s rights with respect to such Offering Space are again in effect.

As to any space which Landlord leases to a third party by reason of Tenant having not exercised rights to lease such space under clause iii of this Section 9A, Landlord may effect renewals and extensions of the lease of space to such tenants, without such action triggering any right of Tenant to lease such space hereunder but only if such third party tenant had a right of extension or renewal under the lease or amendment thereof entered into after Tenant determined not to exercise the right to the space as Offering Space (which may occur with respect to the original lease to the third party or as a result of a proposed amendment of the lease to the third party). For purposes of clarity, if a third party enters into a lease of Offering Space after Tenant has failed to exercise its right of first offer with respect thereto and such third party lease (and the Advice to Tenant) contained a renewal option or a right of extension, Landlord may enter into a renewal with such third party or an extension of the lease with such third party on such terms as Landlord and such third party may negotiate even if not consistent with the rights of the third party to renewal or extension under the existing third party lease. Furthermore, if such third party has no such rights under its lease, but Landlord then offers the space to Tenant consistent with the right of first offer hereunder and Tenant elects not to exercise its right of first offer with respect to such space, Landlord may renew or extend the lease to the third party or to any other third party and in any case the space will again be subject to Tenant’s right of first offer at the expiration of the term of the new or extended lease, subject to the right of Landlord to renew or extend if the new lease or the extended or renewed lease then has a right of renewal or extension.

Tenant shall have no right to an Advice with respect to the space currently leased to the Canadian Consulate (comprising 12,778 rentable square feet in Tower 3) or the German Consulate (comprising 12,574 rentable square feet in Tower 3) or to the space currently occupied by the Landlord as a management office, comprising 5,911 rentable square feet in Tower 3. Any renewal by the current tenants of such spaces shall not be subject to a prior right to lease by Tenant pursuant to the right of first offer.

Tenant may lease Offering Space that is subject to an Advice in its entirety only, under the applicable terms described below, by delivering written notice of exercise to Landlord (the "Notice of Exercise") within five (5) business days from the date of such offer set forth in the Advice, time being of the essence. In any event, Tenant’s delivery of a Notice of Exercise shall be deemed to be the irrevocable exercise by Tenant of its right of first offer subject to and in accordance with the provisions of this Section 9.

Notwithstanding the foregoing, Tenant shall have no such right of first offer and Landlord need not provide Tenant with an Advice, if:

A material default is then continuing at the time that Landlord would otherwise deliver the Advice; or

Tenant herein named (or a transferee pursuant to a Related Party Transfer, as defined in Article 17 of the Lease) is not in occupancy of at least 70% of the rentable square feet leased by Tenant at the time

This Lease has been assigned (other than pursuant to a Related Party Transfer) prior to the date Landlord would otherwise deliver the Advice.

Definition of Prevailing Market Rent. “Prevailing Market Rent” for purposes of this Section 9 shall mean the rent (base rent and additional rent adjusted, if necessary, to reflect the base years to be used for the applicable period) per rentable square foot for similar office space in the Building and in comparable buildings as reasonably located in the City of Boston (i) taking into account (a) any difference in the base years between the Offering Space and the compared space for measurement of additional rent on account of taxes and expenses, (b) the magnitude of any free rent or buildout allowance included in rent for the compared space, (c) length of lease, (d) building amenities in the respective buildings, (e) the location and floor levels of the Offering Space and the compared space, (f) services provided in the respective buildings, (g) surrender rights, if any, in the compared space (h) parking rights and obligations, (i) free rent, tenant allowances or other concessions in the compared space and (j) all other relevant market factors and (iii) taking into account the brokerage commissions, if any, to be paid in connection with the leasing the respective spaces.

Determination of Prevailing Market Rent. Within thirty (30) days after Landlord’s receipt of the Notice of Exercise, Landlord shall provide Tenant with its good faith estimate of the Prevailing Market Rent. If, within thirty (30) days after Tenant’s receipt of Landlord’s estimate, Tenant shall not have notified Landlord of its objection to Landlord’s estimate and of Tenant’s estimate of Prevailing Market Rent, the estimate of Prevailing Market Rent quoted by Landlord shall be deemed to be the Prevailing Market Rent for the Offering Space. If Tenant so notifies Landlord of its objection, the parties shall discuss the matter in good faith for thirty (30) days after Tenant’s objection notice. If within such thirty (30) day period the parties have not agreed on the Prevailing Market Rent rate in writing, then Landlord and Tenant shall, during the ensuing fifteen (15) days, attempt to agree on an arbitrator not affiliated with either party (and if they are unable to do so, either party may request that the President of the American Arbitration Association in Boston choose an arbitrator, as promptly as possible, meeting the criteria set forth below; provided, however, the parties shall have the right during the ten (10) day period following the end of the fifteen (15) day period to submit the names of not more than two (2) potential arbitrators meeting the said criteria and if the parties or either of them makes such a submission, the choice of the President of the American Arbitration Association shall be made from the arbitrators so submitted). Such arbitrator shall have a period of thirty (30) days to determine which of Landlord’s estimate of Prevailing Market Rent or Tenant’s estimate of Prevailing Market Rent hereunder more closely corresponds to the Prevailing Market Rent and the estimate of Prevailing Market Rent which more closely corresponds to the arbitrator’s estimate of Prevailing Market Rent shall be the Prevailing Market Rent for purposes hereof with respect to the subject Offering Space and the determination shall be binding upon the parties. The arbitrator must choose either the Prevailing Market Rent estimate submitted by Landlord or the Prevailing Market Rent Estimate submitted by Tenant. Such arbitrator shall have at least ten (10) years’ experience in the valuation and appraisal of first-class office rents for real estate in the City of Boston, be experienced with leasing transactions exceeding 100,000 square feet within the downtown Boston area, and have no then contractual relationship with either

Condition of Offering Space. Offering Space (including improvements therein) with respect to which Tenant has timely exercised its right to add the same to the Premises shall be delivered to Tenant broom-clean and free of occupants and personal property with all Building Systems servicing the Offering Space providing good working order service to the Offering Space, but otherwise in its condition and as-built configuration existing on the earlier of the date Tenant takes possession of the Offering Space or as of the date the term for such Offering Space commences. If Landlord is delayed delivering possession of the Offering Space due to the holdover or unlawful possession of the Offering Space by any party, or otherwise, Landlord shall use reasonable efforts to obtain possession of the Offering Space, and the commencement of the term for the Offering Space and Tenant’s obligation to pay Rent for such Offering Space shall be postponed until the date Landlord delivers possession of the Offering Space to Tenant free from occupancy by any party and otherwise in the condition required hereunder and the scheduled rent commencement date occurs. If Landlord is unable to deliver the Offering Space by the date which is ninety (90) days following the commencement date set forth in the applicable Advice, Tenant shall have the right to withdraw its notice to add the Offering Space to the Premises at any time thereafter, but only prior to delivery of such Offering Space in the condition required hereunder, by thirty (30) days’ notice to Landlord of such withdrawal; provided, however, such notice of withdrawal shall be of no force or effect if, prior to the end of such thirty (30) days, Landlord delivers the Offering Space to Tenant in the condition required hereunder.

Amendment to Incorporate ROFO Space. If Tenant exercises a right of first offer hereunder, Landlord shall prepare an amendment to the Lease as then amended on the terms contemplated in this Section 9 and reflecting the Base Rent, Rentable Square Footage of the Premises, Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Expenses and other appropriate terms as contemplated hereby. A copy of such amendment shall be sent to Tenant and, subject to Landlord and Tenant agreeing upon the final form to reasonably reflect the amendment terms contemplated herein, Tenant shall execute and return the amendment to Landlord within thirty (30) days thereafter, and Landlord shall promptly thereafter deliver a copy thereof executed by Landlord to Tenant, but an otherwise valid exercise of a right of first offer shall be fully effective, whether or not an amendment is executed.

This Fifth Amendment sets forth the entire agreement between the parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements. Under no circumstances shall Tenant be entitled to any Rent abatement, improvement allowance, leasehold improvements, or other work to the Premises, or any similar economic incentives that may have been provided Tenant in connection with entering into the Lease, unless specifically set forth in this Fifth Amendment or the Lease as amended hereby. Exhibits attached hereto are incorporated herein by reference.

Landlord and Tenant hereby agree to execute, acknowledge and deliver, in recordable form, an amended notice of the Lease to reflect all of the Premises leased by Tenant under the Lease, consistent with the provisions of Massachusetts General Laws, Chapter 183, Section 4. Landlord represents and warrants to Tenant that as of the date of Landlord’s execution of this Fifth Amendment, there is no mortgage on the Building or the Property. Landlord shall request and use reasonable efforts to obtain from the DOT a recognition agreement with respect to this Fifth Amendment consistent with the provisions of the last paragraph of Article 21 of the Lease.

Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and in full force and effect.

In the case of any inconsistency between the provisions of the Lease and this Fifth Amendment, the provisions of this Fifth Amendment shall govern and control.

Submission of this Fifth Amendment by Landlord is not an offer to enter into this Fifth Amendment, but rather is a solicitation for such an offer by Tenant. Neither party shall be bound by this Fifth Amendment until such party has executed and delivered the same to the other party.

SPG COPLEY ASSOCIATES, LLC, a Delaware limited liability company,
managing member