VAN NESS BOSTON, MASSACHUSETTS LEASE FROM BOYLSTON WEST LLC TO DECIBEL THERAPEUTICS, INC.

Exhibit 10.15

Execution Version

VAN NESS

BOSTON, MASSACHUSETTS

LEASE

FROM

BOYLSTON WEST LLC

TO

DECIBEL THERAPEUTICS, INC.

TABLE OF CONTENTS

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THIS INSTRUMENT IS AN INDENTURE OF LEASE in which Landlord and Tenant are the parties hereinafter named, and which relates to space in the building known as Van Ness, Boston, Massachusetts.

The parties to this instrument hereby agree with each other as follows:

ARTICLE I

Basic Lease Provisions and Enumerations of Exhibits

The following sets forth the basic data and identifying Exhibits elsewhere hereinafter referred to in this Lease, and, where appropriate, constitute definitions of the terms hereinafter listed.

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The following Exhibits attached hereto are a part of this Lease, are incorporated herein by reference, and are to be treated as a part of this Lease for all purposes. Undertakings contained in such Exhibits are agreements on the part of Landlord and Tenant, as the case may be, to perform the obligations stated therein to be performed by Landlord and Tenant, as and where stipulated therein.

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ARTICLE II

Premises

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Unless otherwise set forth in this Section 2.1(B), all terms and provisions of this Lease shall be applicable to the Terrace Area as though the Terrace Area were part of the Premises, except that (i) Landlord need not supply any services to the Terrace Area, (ii) Tenant shall not be entitled to any additional allowances or other inducements with respect to the Terrace Area, and (iii) Tenant shall have no obligation to pay Fixed Rent or Operating Expenses Allocable to the Premises with respect to the Terrace Area. Without limitation, the provisions of Article XIII (Indemnity and Insurance) shall apply as though the Terrace Area were part of the Premises, and Tenant’s insurance and indemnities required or provided for thereunder shall specifically include the Terrace Area.

Notwithstanding anything set forth in Article XII of the Lease to the contrary, Tenant shall not assign, sublease, transfer or encumber its interest in the Terrace Area or grant any license, concession or other right of occupancy or permit the use of the Terrace Area by any party other than Tenant, except in connection with a sublease of other portions of the Premises or an assignment of this Lease consented to by Landlord or otherwise permitted under this Lease.

Landlord agrees to maintain and repair the Terrace Area in the same manner as Landlord is required to maintain the common areas of the Office Area, and the cost and expense of such maintenance and repair may be included in Operating Expenses. Any repairs or ordinary maintenance of the Terrace Area resulting from (i) Tenant’s use and occupancy of the Terrace Area in violation of this Section 2.1(B), (ii) the negligence or willful misconduct of Tenant or its agents, contractors, subcontractors, employees, subtenants, invitees or licensees, or (iii) alterations made to the Terrace Area by or on behalf of Tenant, shall be at Tenant’s cost and expense, and Tenant shall reimburse Landlord for the cost so incurred within thirty (30) days after Landlord’s written demand therefor.

Tenant’s use of the Terrace Area shall be subject to all of the following terms and conditions:

(1)     The Terrace Area shall be for the exclusive use of Tenant and Tenant’s employees, agents, contractors, sublessees and guests.

(2)     Tenant shall not make or cause or permit to be made any alterations, additions, renovations, improvements or installations in or to the Terrace Area or place any furniture or equipment in or on the Terrace Area without Landlord’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed.

(3)     Tenant shall keep the Terrace Area in a clean, neat and orderly condition, free of trash. The Terrace Area shall be used in compliance with all

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applicable all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and Landlord’s rules and regulations in effect from time to time and provided to Tenant. Without limitation, such rules and regulations shall include the following: (i) no smoking shall be permitted on the Terrace Area; (ii) no one shall lean over the edge of the Terrace Area at any time, (iii) nothing shall be hung on or displayed from the Terrace Area railings, (iv) no one shall throw, sweep, shovel or otherwise dispose of any items over the edge of the Terrace Area, and (v) Tenant shall use commercially reasonable efforts to ensure that nothing is permitted to blow around on or fall off of the Terrace Area at any time.

(4)     If Landlord provides Tenant with written notice that a material violation of the Terrace Area rules and regulations has occurred, and within six (6) months thereafter, the same or a similar violation repeatedly occurs, Landlord shall have the right to revoke Tenant’s right to use the Terrace Area effective upon written notice to Tenant.

(5)     Tenant shall not use the Terrace Area for any purpose which is unsafe or otherwise may create a hazardous condition or which may increase Landlord’s insurance rates, or cause a cancellation or modification of Landlord’s insurance coverage for the Office Area.

(6)     Upon the expiration or earlier termination of the Lease Term, Tenant shall completely vacate and surrender the Terrace Area to Landlord broom-clean, in good order and condition, ordinary wear and tear excepted, and empty of all personalty and other removable items placed therein by or on behalf of Tenant.

(C)    The parties acknowledge that the Rentable Floor Area of the Lab Support Area may be adjusted during the preparation of Tenant’s Plans and the performance of Tenant’s Work (as hereinafter defined) to accommodate an increase or decrease in Rentable Floor Area, as mutually agreed upon by Landlord and Tenant and subject to the availability of space for an increase. Upon Tenant’s written request made within sixty (60) days after substantial completion of Tenant’s Work by Tenant, Landlord shall cause Landlord’s architect to determine the Rentable Floor Area of the Lab Support Area in accordance with the Building standard method of measurement. If the Lab Support Area, as so measured, has a Rentable Floor Area other than 505 square feet, then the Rentable Floor Area of the Premises, Annual Fixed Rent and Landlord’s Contribution shall all be adjusted to reflect the adjustment in the Rentable Floor Area of the Lab Support Area as determined by such measurement. In the event that either Landlord or Tenant has made any payments of Annual Fixed Rent or Landlord’s Contribution prior to such adjustment, the next payment of such Annual Fixed Rent or Landlord’s Contribution, as applicable, shall be adjusted to account for any prior underpayment or overpayment. Landlord and Tenant shall within thirty (30) days after such measurement, execute and return a lease amendment effective as of the date of this Lease, confirming the necessary adjustments, however, the execution of such amendment shall not be a condition to the effectiveness of such adjustments.

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Subject to Landlord’s right to change or alter any of the following in Landlord’s reasonable discretion as herein so long as Tenant’s use of and access to the Premises is not materially adversely affected, Tenant shall have, as appurtenant to the Premises, the non-exclusive right to use in common with others, but not in a manner or extent that would materially interfere with the normal operation and use of the Office Area as a multi-tenant office building and subject to reasonable rules of general applicability to tenants of the Office Area from time to time made by Landlord of which Tenant is given written notice: (a) the common lobbies, corridors, stairways, and elevators of the Office Area, and the pipes, ducts, shafts, conduits, wires and appurtenant meters and equipment serving the Premises in common with others, (b) the loading areas serving the Office Area and the common walkways and driveways necessary for access to the Office Area, (c) if the Premises include less than the entire rentable floor area of any floor, the common toilets, corridors and elevator lobby of such floor and (d) the plazas and other common areas of the Project as Landlord makes the same available from time to time; and no other appurtenant rights and easements. Notwithstanding anything to the contrary herein, Landlord has no obligation to allow any particular telecommunication service provider to have access to the Office Area or to the Premises. If Landlord permits such access, Landlord may condition such access upon the payment to Landlord by the service provider of fees assessed by Landlord in its sole discretion. The Office Area is currently served by Verizon and Comcast for telephone and data services.

Landlord reserves for its benefit the right from time to time, without unreasonable interference with Tenant’s use of, or access to the Premises,: (a) to enter upon the Premises to install, use, maintain, repair, replace and relocate for service to the Premises and other parts of the Office Area, or either, pipes, ducts, conduits, wires and appurtenant fixtures, wherever located in the Premises or the Office Area, and (b) to alter or relocate any other common facility, provided that substitutions are substantially equivalent or better. Installations, replacements and relocations referred to in clause (a) above shall be located so far as practicable in the central core area of the Office Area, above ceiling surfaces, below floor surfaces or within perimeter walls of the Premises. Except in the case of emergencies or for normal cleaning and maintenance operations, Landlord shall give Tenant reasonable advance notice of any of the foregoing activities which require work in the Premises.

Landlord reserves and excepts for its benefit all rights of ownership and use in all respects outside the Premises, including without limitation, the Office Area and all other structures and improvements and plazas and common areas in the Project, except that at all times during the term of this Lease Tenant shall have a reasonable means of access from a public street to the Premises. Without limitation of the foregoing reservation of rights by Landlord, it is understood that in its sole discretion Landlord, shall have the right to change and rearrange the plazas and other common areas, to change, relocate and eliminate facilities therein, to erect new buildings thereon, to permit the use of or lease all or part thereof for exhibitions and displays and to sell, lease or dedicate all or part thereof to public use; and further that Landlord, as the case may be, shall have the right to make changes in, additions to and eliminations from the Office Area and other structures and

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improvements in the Project the Premises excepted; provided however that Tenant, its employees, agents, clients, customers, and invitees shall at all times have reasonable access to the Office Area and Premises twenty-four (24) hours per day, seven (7) days per week, fifty-two (52) weeks per year, subject to Force Majeure, and such modifications shall not materially and adversely interfere with Tenant’s use of and access to the Premises. Landlord is not under any obligation to permit individuals without proper building identification to enter the Office Area after 6:00 p.m.

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ARTICLE III

Lease Term and Extension Options

The Term of this Lease shall be the period specified in Section 1.2 hereof as the “Lease Term”, unless sooner terminated or extended as herein provided. The Lease Term hereof shall commence on, and the Commencement Date shall be, the day on which the Premises are delivered by Landlord to Tenant broom clean, free and clear of all other tenants and occupants and in all other respects in its “as is,” “where is” condition.

As soon as may be convenient after the Commencement Date has been determined, Landlord and Tenant agree to join with each other in the execution, in the form of Exhibit E hereto, of a written Commencement Date Agreement in which the Commencement Date and specified Lease Term of this Lease shall be stated. If Tenant shall fail to execute such Agreement, the Commencement Date and Lease Term shall be as reasonably determined by Landlord in accordance with the terms of this Lease.

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ARTICLE IV

Condition of Premises; Alterations

The condition of the Premises upon Landlord’s delivery along with any work to be performed by either Landlord or Tenant shall be as set forth in the Work Agreement attached hereto as Exhibit B-1 and the scope of work attached hereto as Exhibit F, each made a part hereof.

Landlord shall, at Landlord’s cost and expense, perform the work set forth in the scope of work attached hereto as Exhibit F (“Landlord’s Work”). Landlord’s Work shall be performed in a good and workmanlike manner and in compliance with all applicable Legal Requirements and using building standard materials of first and otherwise good quality. Except to the extent to which Tenant shall have given Landlord notice of respects in which Landlord has not performed Landlord’s Work not later than the date upon which is sixty (60) days after Tenant commences beneficial use of the Premises for the Permitted Use, Tenant shall be deemed conclusively to have approved Landlord’s Work and shall have no claim that Landlord has failed to perform any of Landlord’s obligations. Landlord agrees to correct or repair, at its expense items which are then incomplete and as to which, in either case, Tenant shall have given notice to Landlord, as aforesaid.

Landlord shall provide Tenant with a list of requested Tenant’s program information for Tenant’s use of the Premises that is reasonably needed for Landlord to complete the design plans and specifications for Landlord’s Work, which list shall be reasonably detailed and include, without limitation, Tenant’s cooling, electrical and other utility capacity needs. By not later than ten (10) Business Days after the date that Landlord delivers such requested list of program information, Tenant shall deliver to Landlord such requested program information in sufficient detail to enable Landlord to complete the design plans and specifications for Landlord’s Work. If Landlord requests any additional information or clarifications from Tenant regarding Tenant’s programming or items of Tenant’s Work needed for the design or construction of Landlord’s Work, Tenant shall provide such information or respond to such inquiries, as reasonably requested, within three (3) Business Days after such written request. Tenant’s failure to timely provide the requested program information or respond to subsequent inquiries for additional information or clarifications shall constitute a Tenant Delay.

Upon the completion of such design plans and specifications or Landlord’s Work (the “Final Plans”), Landlord shall submit the Final Plans to Tenant for its review and approval, which approval shall not be unreasonably withheld, conditioned or delayed if the Final Plans conform to the specifications for Landlord’s Work set forth on Exhibit F. Tenant shall approve, or state its reason for disapproval, within five (5) Business Days

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after receipt thereof, or receipt of revisions to such Final Plans, if any. Such process shall be followed until the Final Plans shall have been approved by Tenant. The Final Plans as so approved by Tenant are herein referred to as the “Approved Plans.”

In the event Tenant requests any change, alteration or addition in the scope of Landlord’s Work after the date of this Lease (a “Tenant Change Order”), such change shall be subject to Landlord’s approval, which may be granted or denied in Landlord’s reasonable discretion. If a proposed Tenant Change Order is determined by Landlord in its reasonable discretion to likely increase the cost of the Landlord’s Work, then Landlord shall notify Tenant of Landlord’s estimate of such increased cost and Tenant may elect, within two (2) Business Days after such notice from Landlord (time being of the essence), to withdraw the proposed Tenant Change Order, in which case Landlord will not be obligated to implement the proposed Tenant Change Order and the proposed Tenant Change Order shall be null and void and of no further force or effect. If Tenant does not so withdraw the proposed Tenant Change Order, Tenant shall pay to Landlord the amount of the increased cost of Landlord’s Work resulting from any Tenant Change Order within thirty (30) days of written demand therefor, which demand shall include copies or any applicable receipts, invoices, and bills substantiating the cost of such Tenant Change Order.

Tenant acknowledges that Landlord’s Work will be performed and completed after the Premises are delivered by Landlord to Tenant and the Commencement Date has occurred. Landlord and Tenant shall (and shall direct their respective contractors to) in good faith coordinate such Landlord’s Work with Tenant’s Work to the extent possible. Landlord shall use good faith efforts to Substantially Complete Landlord’s Work no later than March 15, 2017 (the “Scheduled Substantial Completion Date”). Without limiting the foregoing, if Landlord has not Substantially Completed Landlord’s Work by the Scheduled Substantial Completion Date (as such date shall be extended for Tenant Delays and Force Majeure) for and with respect to each day from and after the Scheduled Substantial Completion Date and the date on which Landlord Substantially Completes Landlord’s Work, subject to this Section 4.1, as its sole and exclusive remedy on account thereof, the Rent Commencement Date shall be extended by one day. In addition, if Landlord has not Substantially Completed Landlord’s Work by May 1, 2017 (as such date shall be extended for Tenant Delays and Force Majeure, the “Outside Substantial Completion Date”), for and with respect to each day from and after the Outside Substantial Completion Date until the date on which Landlord Substantially Completes Landlord’s Work, as its sole and exclusive remedy on account thereof (but together with the extension of the Rent Commencement date set forth above), Tenant shall receive a credit against the Fixed Rent next becoming payable under this Lease in an amount equal to the per diem Fixed Rent payable the Premises. Notwithstanding anything to the contrary contained herein, the Scheduled Substantial Completion Date and the Outside Substantial Completion Date shall be extended, and there shall be no delay in the Rent Commencement Date or credit against Fixed Rent for any delay by Landlord in the Substantial Completion of Landlord’s Work arising out of or resulting from any Tenant Delay and/or Force Majeure.

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Except as expressly set forth above, Landlord shall not be liable for any delay in completion of Landlord’s Work and Tenant shall not have any claim against Landlord by reason thereof. “Substantial Completion” or “Substantially Complete” shall mean the substantial completion of Landlord’s Work, excepting only (i) punch-list items which can be completed without material interference with or delay in the performance of Tenant’s Work, and (ii) any other items which because of the seasonal nature of the item (such as HVAC balancing) or in accordance with good construction practice, are not practicable to complete at such time. “Tenant Delay” shall mean any delay in the performance of Landlord’s Work arising out of or resulting from the following: (a) any Tenant Change Order or other changes, alterations or additions to Landlord’s Work requested by Tenant, (b) Tenant’s failure to deliver its program information within ten (10) Business Days after requested by Landlord or to timely deliver the information or respond to the inquires described in Section 4.1, (c) Tenant’s failure to respond to the Final Plans or revisions thereof within five (5) Business Days after delivery thereof, (d) ▇▇▇▇ ▇▇▇▇▇ and/or default on the part of Tenant or its agents, engineers, architects, or contractors, (e) any interference with the performance of Landlord’s Work by Tenant or any of its agents, engineers, architects, or contractors, or (f) any other action or inaction by Tenant or any of Tenant’s agents, engineers, architects, or contractors.

ARTICLE V

Annual Fixed Rent and Electricity

Tenant agrees to pay to Landlord, commencing on the Rent Commencement Date, and thereafter monthly, in advance, on the first day of each and every calendar month during the Original Lease Term, a sum equal to one-twelfth (1112th) of the Annual Fixed Rent specified in Section 1.2 hereof and on the first day of each and every calendar month during the Extended Term (if exercised), a sum equal to one-twelfth of the Annual Fixed Rent as determined in Section 3.2 for the Extended Term. Until written notice of some other designation is given, fixed rent and all other charges for which provision is herein made shall be paid by remittance to or for the order of Landlord as follows: c/o Samuels & Associates, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

Annual Fixed Rent for any partial month shall be paid by Tenant to Landlord at such rate on a pro rata basis, and, if the Rent Commencement Date shall be other than the first day of a calendar month, the first payment of Annual Fixed Rent which Tenant shall make to Landlord shall be a payment equal to a proportionate part of such monthly Annual Fixed Rent for the partial month from the Rent Commencement Date to the first day of the succeeding calendar month.

Additional Rent payable by Tenant on a monthly basis, as elsewhere provided in this Lease, likewise shall be prorated, and the first payment on account thereof shall be determined in similar fashion and shall commence on the Commencement Date and other provisions of this Lease calling for monthly payments shall be read as incorporating this undertaking by Tenant.

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Notwithstanding that the payment of Annual Fixed Rent, Operating Expenses Allocable to the Premises and the Tax Excess payable by Tenant to Landlord shall not commence until the Rent Commencement Date, Tenant shall be subject to, and shall comply with, all other provisions of this Lease as and at the times provided in this Lease.

Except as expressly otherwise set forth in this Lease, the Annual Fixed Rent, Additional Rent and all other charges for which provision is made in this Lease shall be paid by Tenant to Landlord without setoff, deduction or abatement.

The Premises shall be separately metered by Landlord prior to the Commencement Date and Tenant shall pay for all electricity charges directly to the supplier of the same. Tenant’s failure to make payment when due to the utility company, which failure continues for thirty (30) days, unless such payment is being contested in good faith, shall be considered to be a failure in the payment of rent hereunder for which, after the expiration of any applicable notice and cure periods, Landlord shall have all its rights and remedies under this Lease and at law and in equity. In the event the Premises are served, in whole or in part, by the central HVAC system provided by Landlord, but not measured by submeters, then Tenant agrees to pay the special charges therefor as allocated by Landlord using any reasonable method selected by Landlord. Tenant shall be responsible for payment on an overtime basis for Landlord’s provision of HVAC to the Premises beyond Tenant’s Normal Business Hours. Tenant shall give Landlord written notice by 12:00 noon each Friday as to any such needs for the following Saturday, Sunday or holiday. HVAC systems shall provide comfort levels for normal office use during Normal Business Hours and during any periods of Tenant’s properly noticed overtime use.

ARTICLE VI

Taxes

With reference to the real estate taxes referred to in this Article VI, it is agreed that terms used herein are defined as follows:

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With respect to any full Tax Year or fraction of a Tax Year falling within the Lease Term, the amount by which Landlord’s Tax Expenses Allocable to the Premises for a full Tax Year exceeds Base Taxes Allocable to the Premises or for any such fraction of a Tax Year exceeds the corresponding fraction of Base Taxes Allocable to the Premises (such amount being hereinafter referred to as the “Tax Excess”), Tenant shall pay to Landlord, as Additional Rent, the amount of such Tax Excess. Payments by Tenant on account of the Tax Excess shall be made monthly at the time and in the fashion herein provided for the payment of Annual Fixed Rent. The amount so to be paid to Landlord shall be an amount from time to time reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to the Tax Excess, ten (10) days at least before the day on which tax payments by Landlord would become delinquent. After Landlord’s Tax Expenses Allocable to the Premises are determinable for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Lease Term, Landlord shall render Tenant a statement in reasonable detail showing for the preceding year or fraction thereof, as the case may be, real estate taxes allocated to the Office Area, abatements and refunds, if any, of any such taxes and assessments, expenditures incurred in seeking such abatement or refund, the amount of the Tax Excess, the amount thereof already paid by Tenant and the amount thereof overpaid by, or remaining due from, Tenant for the period covered by such statement. Within thirty (30) days after the receipt of such statement, Tenant shall pay any sum remaining due. Any balance shown as due to Tenant shall be credited against Annual Fixed Rent next due, or refunded to Tenant if the Lease Term has then expired and Tenant has no further obligation to Landlord. Expenditures for legal fees and for other expenses incurred in obtaining an abatement or refund may be charged against the abatement or refund not theretofore recouped before the adjustments are made for the Tax Year.

To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the statement to be furnished by Landlord shall be rendered and payments made on account of such installments.

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To assist in financing the Project, Landlord is seeking to enter the Massachusetts Infrastructure Investment Incentive Program (“I-Cubed”). In connection therewith, Landlord or an affiliate of Landlord has entered into an Infrastructure Investment Incentive Program Agreement with the City and the Commonwealth (as the same may be amended from time to time, the “I-Cubed Agreement”). To satisfy certain requirements of the I-Cubed Agreement, Landlord or its affiliate will be required to provide to the Commonwealth certain information which the Commonwealth requires to be obtained from tenants of the Project as more specifically set forth on Exhibit L (the “Required Information”). Tenant agrees, within thirty (30) days after Landlord’s written request therefor, to deliver to Landlord the Required Information, which may include, aggregate wages payable to employees, annual sales reports, and sales tax data in each case with respect to Tenant’s operation at the Premises. If Tenant fails to deliver the Required Information within such 30-day period, then the failure to do so shall constitute an Event of Default by Tenant hereunder, entitling Landlord to all remedies set forth herein. Furthermore, in the event Tenant fails to provide such Required Information, without limiting Landlord’s other rights and remedies, Tenant shall be responsible for all actual sums which Landlord is required to pay under such I-Cubed Agreement related to Tenant’s failure, and shall pay such sums to Landlord within thirty (30) days after demand by Landlord.

ARTICLE VII

Landlord’s Repairs and Services and Tenant’s Escalation Payments

Except for (a) normal and reasonable wear and use and (b) damage caused by fire or casualty and by eminent domain, Landlord shall, throughout the Lease Term, keep and maintain, or cause to be kept and maintained, in good order, condition and repair the following portions of the Office Area: the structural portions of the roof, the exterior and load bearing walls, the foundation, the structural columns and floor slabs and other structural elements of the Office Area; provided however, that Tenant shall pay to Landlord, as Additional Rent, the cost of any and all such repairs which may be required as a result of repairs, alterations, or installations made by Tenant or any subtenant, assignee, licensee or concessionaire of Tenant or any agent, servant, employee or contractor of any of them or to the extent of any loss, destruction or damage caused by the omission or negligence of Tenant, any assignee or subtenant or any agent, servant, employee, customer, visitor or contractor of any of them.

Except for (a) normal and reasonable wear and use and (b) damage caused by fire or casualty and by eminent domain, and except as otherwise provided in this Lease, and

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subject to provisions for reimbursement by Tenant as contained in Section 7.5, Landlord agrees to keep and maintain, or cause to be kept and maintained, in good order, condition and repair the base building systems, common areas and facilities of the Office Area, including heating, ventilating, air conditioning, plumbing and other Office Area systems equipment servicing the Premises, except that Landlord shall in no event be responsible to Tenant for (x) the condition of glass in and about the Premises (other than for glass in exterior walls for which Landlord shall be responsible unless the damage thereto is attributable to Tenant’s negligence or misuse, in which event the responsibility therefor shall be Tenant’s) except to the extent such damage is due to the negligence or willful misconduct of Landlord or Landlord’s employees, contractors or agents, or (y) any condition in the Premises or the Office Area caused by any act or neglect of Tenant or any agent, employee, contractor, assignee, subtenant, licensee, concessionaire or invitee of Tenant, or (z) any specialized HVAC equipment installed by Tenant, which shall be Tenant’s responsibility. Without limitation, Landlord shall not be responsible to make any improvements or repairs to the Office Area or the Premises other than as expressly provided in Section 7.1 or in this Section 7.2, unless expressly otherwise provided in this Lease.

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“Operating Expenses Allocable to the Premises” means the same proportion of the Operating Expenses for the Office Area (as hereinafter defined) as Rentable Floor Area of the Premises bears to 100% of the total Rentable Floor Area of the Office Area. Operating Expenses shall not include (i) market-wide cost increases due to extraordinary circumstances, including but not limited to, Force Majeure (as defined in Section 14.1), boycotts, strikes, conservation surcharges, embargoes or shortages, (ii) the cost of any “Permitted Capital Expenditures” (as defined hereinbelow in this Section 7.4) or (iii) any management fee in excess of 3% of the gross revenues of the Office Area. “Operating Expenses for the Office Area” means the cost of operation of the Office Area and the Office Area’s share of the cost of operating other areas of the Project as more specifically provided below in Section 7.4, including those incurred in discharging the obligations under Sections 7.2 and 7.3; however there shall be excluded from the Operating Expenses for the Office Area the cost of operation of the Garage. In addition, such costs shall exclude payments of debt service and any other mortgage charges, brokerage commissions, real estate taxes (to the extent paid pursuant to Section 6.2 hereof), and costs of special services rendered to tenants (including Tenant) for which a separate charge is made, but shall include, without limitation costs under the Declaration and:

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Notwithstanding the foregoing, in determining the amount of Operating Expenses for the Office Area for any calendar year or portion thereof falling within the Lease Term, if less

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than ninety-five percent (95%) of the total Rentable Floor Area of the Office Area shall have been occupied by tenants at any time during the period in question, then, at Landlord’s election, those components of Operating Expenses for the Office Area that vary based on occupancy for such period shall be adjusted to equal the amount such components of Operating Expenses for the Office Area would have been for such period had occupancy been ninety-five percent (95%) throughout such period.

Notwithstanding anything herein to the contrary, Operating Expenses shall not include:

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If such statement shows a balance remaining due to Landlord, Tenant shall pay same to Landlord on or before the thirtieth (30th) day following receipt by Tenant of said statement. Any balance shown as due to Tenant shall be credited against Annual Fixed Rent next due, or refunded to Tenant if the Lease Term has then expired and Tenant has no further obligation to Landlord.

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Subject to the provisions of this Section 7.5(E), Tenant shall have the right, at Tenant’s cost and expense, to examine all documentation and calculations prepared in the determination of the Operating Expenses Allocable to the Premises:

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Landlord shall not be liable to Tenant for any compensation or reduction of rent by reason of inconvenience or annoyance or for loss of business arising from the necessity of Landlord or its agents entering the Premises for any purposes in this Lease authorized, or for repairing the Premises or any portion of the Office Area or Project however the necessity may occur. In case Landlord is prevented or delayed from making any repairs, alterations or improvements, or furnishing any services or performing any other covenant or duty to be performed on Landlord’s part, by reason of any cause reasonably beyond Landlord’s control, including, without limitation, by reason of Force Majeure (as defined in Section 14.1 hereof) or for any 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, Landlord shall not be liable to Tenant therefor, nor, except as expressly otherwise provided in this Lease, shall Tenant be entitled to any abatement or reduction of rent by reason thereof, or right to terminate this Lease, nor shall the same give rise to a claim in Tenant’s favor that such failure constitutes actual or constructive, total or partial, eviction from the Premises.

Notwithstanding anything to the contrary in this Lease contained, if due to Landlord’s default, the Premises shall lack any service which Landlord is required to provide hereunder (thereby rendering the Premises or a portion thereof untenantable) (a “Service Interruption”) so that, for Landlord Service Interruption Cure Period, as hereinafter defined, the continued operation in the ordinary course of Tenant’s business is materially adversely affected as a direct result of such lack of service, then, provided that Tenant ceases to use the affected portion of the Premises during the entirety of Landlord Service Interruption Cure Period and that such untenantability and Landlord’s inability to cure

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such condition is not caused by the fault or neglect of Tenant or Tenant’s agents, employees or contractors, Fixed Rent, Operating Expenses Allocable to the Premises and Tenant’s Tax Excess shall thereafter be abated in proportion to such untenantability until such condition is cured sufficiently to allow Tenant to occupy the affected portion of the Premises. For the purposes hereof, the “Landlord Service Interruption Cure Period” shall be defined as seven (7) consecutive business days after Landlord’s receipt of written notice from Tenant of the condition causing untenantability in the Premises. The provisions of this paragraph shall not apply in the event of untenantability caused by fire or other casualty, or taking. The remedies set forth in this paragraph shall be Tenant’s sole remedies in the event of a Service Interruption.

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

Landlord intends to achieve and maintain U.S. Green Building Council’s Leadership in Energy and Environmental Design (LEED) certification for the Office Area and the Premises. Tenant agrees to use all commercially reasonable efforts to assist in this goal, provided the same do not increase other than to a de minimis extent Tenant’s financial obligations under this Lease.

As of the date hereof, to Landlord’s knowledge, there are no mandatory energy conservation programs affecting the Premises. Tenant shall comply with instructions from Landlord affecting Tenant’s use of the Premises and utilities servicing the Premises in connection with any future energy conversation programs or operational directives to reduce power consumption, including without limitation, the standards set forth to achieve and comply with LEED certification for the Office Area and the Premises, including without limitation recycling, sourcing local building materials, and using existing materials on the Premises, to the extent such instructions do not increase the obligations or expenditures of Tenant other than to a de minimis extent.

Tenant shall have no obligation to perform or complete Tenant’s Work or any other alteration, installation or improvement within the Premises in accordance with LEED compliance.

ARTICLE VIII

Tenant’s Repairs

Tenant covenants and agrees that, from and after the date that possession of the Premises is delivered to Tenant and until the end of the Lease Term, Tenant will keep neat and

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clean and maintain in good order, condition and repair the Premises and every part thereof, excepting only for those repairs for which Landlord is responsible under the terms of Article VII of this Lease and damage by fire or casualty and as a consequence of the exercise of the power of eminent domain. Tenant shall not permit or commit any waste, and Tenant shall be responsible for the cost of repairs which may be made necessary by reason of damages to common areas in the Office Area or the Project by Tenant, Tenant’s agents, employees, contractors, sublessees, licensees, concessionaires or invitees. Tenant shall maintain all its equipment, furniture and furnishings in good order and repair. With respect to the HVAC system and other systems located within and exclusively serving the Premises, Tenant specifically agrees to maintain at all times a service contract reasonably satisfactory to Landlord with respect thereto, furnishing evidence thereof (including renewals) to Landlord. Notwithstanding anything to the contrary contained herein, Landlord and Tenant each shall be responsible for the maintenance and repair of those particular Building and Premises systems specifically identified on Exhibit N, attached hereto, as the responsibility of the applicable party.

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, upon ten (10) business days prior written notice (provided, however, in the case of an emergency Landlord shall no obligation to provide any advance notice before exercising its rights under this paragraph), 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 will within thirty (30) days of Landlord’s written demand, pay to Landlord as Additional Rent the reasonable out-of-pocket cost thereof, and if not paid within the time period such amount is due, then together with interest thereon at the rate specified in Section 16.21, and if Tenant shall default in such payment beyond applicable notice and cure periods, Landlord shall have the remedies provided for non-payment of rent or other charges payable hereunder.

ARTICLE IX

Alterations

Tenant covenants and agrees not to make alterations, additions or improvements to the Premises, whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable:

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At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.”

Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and

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account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations.

Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structure.

Tenant covenants and agrees that any alterations, additions, improvements or installations made by it to or upon the Premises shall be done in a good and workmanlike manner and in compliance with all applicable Legal Requirements and Insurance Requirements now or hereafter in force, that materials of first and otherwise good quality shall be employed therein, and that the structure of the Project shall not be endangered or impaired thereby.

All of Tenant’s alterations and additions and installation of furnishings shall be coordinated with any work being performed by or for Landlord and in such manner as to maintain harmonious labor relations and not to damage the Office Area or Project or interfere with Office Area construction or operation and, except for installation of furnishings, shall be performed by Landlord’s general contractor or by contractors or workers first approved by Landlord. Except for work performed by Landlord’s general contractor, Tenant shall procure all necessary governmental permits before making any

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repairs, alterations, other improvements or installations. Except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s employees, agents or contractors, Tenant agrees to save harmless and indemnify Landlord from any and all injury, loss, claims or damage to any person or property occasioned by or arising out of the doing of any such work whether the same be performed prior to or during the Term of this Lease. With respect to alterations additions or improvements costing at least $250,000, at Landlord’s election, Tenant shall cause its contractor to maintain: (i) a payment and performance bond in such amount and with such companies as Landlord shall reasonably approve, and (ii) a ▇▇▇▇ ▇▇▇▇, in recordable form, covering all work performed on the Premises; provided, however, the foregoing requirements shall not apply to Tenant’s Work. In addition, Tenant shall cause each contractor to carry insurance in accordance with Section 13.14 hereof and to deliver to Landlord certificates of all such insurance. Tenant shall also, with respect to (i) Tenant’s Work and (ii) future alterations, improvements or installations to the extent required for the type of work, prepare and submit to Landlord a set of as-built plans, in both print and electronic forms, showing such work performed by Tenant to the Premises promptly after any such alterations, improvements or installations are substantially complete and promptly after any wiring or cabling for Tenant’s computer, telephone and other communications systems is installed by Tenant or Tenant’s contractor. Without limiting any of Tenant’s obligations hereunder, Tenant shall be responsible, as Additional Rent, for the costs of any alterations, additions or improvements in or to the Office Area that are required in order to comply with Legal Requirements as a result of any work performed by Tenant. Landlord shall have the right to provide rules and regulations relative to the performance of any alterations, additions, improvements and installations by Tenant hereunder and Tenant shall abide by all such reasonable rules and regulations and shall cause all of its contractors to so abide including, without limitation, payment for the costs of using Office Area services. Tenant acknowledges and agrees that Landlord shall be the owner of any additions, alterations and improvements in the Premises or the Office Area to the extent paid for by Landlord.

Tenant covenants and agrees to pay promptly when due the entire cost of any work done on the Premises by Tenant, its agents, employees or contractors, and not to cause or permit any liens for labor or materials performed or furnished in connection therewith to attach to the Premises or the Office Area or the Project and immediately to discharge any such liens which may so attach.

All work, construction, repairs, alterations, other improvements or installations made to or upon the Premises (including, but not limited to, the construction performed by Landlord under Article IV), shall become part of the Premises and shall become the property of Landlord and remain upon and be surrendered with the Premises as a part thereof upon the expiration or earlier termination of the Lease Term, except as follows:

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If Tenant shall fail to prepare or submit a Surrender Plan approved by Landlord, or if Tenant shall fail to complete the approved Surrender Plan, then following notice to Tenant of such failure and Tenant’s failure to commence a cure within ten (10) days of the delivery of such notice and to complete such cure within thirty (30) days of the delivery of such notice, Landlord shall have the right to take such actions as are reasonably necessary to assure that the Premises are surrendered in the condition required hereunder, the cost of which actions shall be reimbursed by Tenant as Additional Rent upon demand. Tenant’s obligations under this Section shall survive the expiration or earlier termination of the Term

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Tenant shall pay, as Additional Rent, one hundred percent (100%) of any increase in real estate taxes on the Office Area which shall, at any time after the Commencement Date, result from alterations, additions or improvements to the Premises made by Tenant if the taxing authority specifically determines such increase results from such alterations, additions or improvements made by Tenant.

ARTICLE X

Parking

Landlord shall cause its affiliate, Boylston West Garage LLC or its successor/assign (“Garage Owner”), to provide to Tenant monthly parking privileges in the structured parking facilities serving the Project (the “Garage”) for twenty-four (24) passenger automobiles for the parking of motor vehicles in unreserved stalls in the Garage by Tenant’s employees commencing on the Commencement Date of the Term. In the event Tenant exercises its RFO Right and leases the RFO Premises, then Tenant shall be entitled to additional monthly parking privileges in the Garage for additional passenger automobiles at a ratio of three quarters (0.75) parking space per 1,000 square feet of Rentable Floor Area of the RFO Premises. In the event that the Rentable Floor Area of the Premises decreases at any time during the Lease Term, the number of parking privileges provided to Tenant shall be reduced proportionately.

Tenant shall pay Garage Owner or, if Garage Owner so directs, the operator of such garage (the “Garage Operator”) for such parking privileges at the prevailing monthly rates from time to time charged by the operator or operators of the Garage, whether or not the Garage is operated by an affiliate of Landlord or Garage Owner; provided, however, that during the first two years after Tenant occupies the Premises for the conduct of its business, the monthly parking rate shall be fixed at $350 per vehicle. Tenant acknowledges that said monthly charges to be paid under this Section are for the use by Tenant of the parking privileges referred to herein, and not for any other service. Except as otherwise expressly provided herein, Tenant’s failure to make payment when due to the Garage Owner or Garage Operator, as the case may be, shall be considered to be a performance failure hereunder for which Landlord shall have, after the expiration of applicable notice and cure periods, all its rights and remedies under this Lease and at law and in equity.

Unless otherwise determined by Garage Owner or the Garage Operator, the Garage is to be operated on a self-parking basis, and Tenant shall be obligated to park and remove its own automobiles, and Tenant’s parking shall be on an unreserved basis, Tenant having the right to park in any available stalls. Tenant’s access and use privileges with respect to

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the Garage shall be in accordance with reasonable regulations of uniform applicability to the users of the Garage from time to time established by the Garage Owner or the Garage Operator. Tenant shall receive one (1) identification sticker or pass and one (1) magnetic card so-called, or other suitable device providing access to the Garage, for each parking privilege paid for by Tenant. Tenant shall supply Garage Owner with an identification roster listing, for each identification sticker or pass, the name of the employee and the make, color and registration number of the vehicle to which it has been assigned, and shall provide a revised roster to Garage Owner or Garage Operator monthly indicating changes thereto, if any. Any automobile found parked in the Garage during normal business hours without appropriate identification will be subject to being towed at said automobile owner’s expense. The parking privileges granted herein are non-transferable (other than to a permitted assignee or subtenant pursuant to the applicable provisions of Article XII hereof). Garage Owner or the Garage Operator may institute a so-called valet parking program for the Garage, and in such event Tenant shall cooperate in all respects with such program. Garage Owner shall have the right to alter the Garage as it sees fit and in such case to change the Garage including the reduction in area of the same, provided that, unless the number of such privileges is reduced in accordance with Section 10.1 above, Landlord, Garage Owner or Garage Operator, as the case may be, shall provide Tenant with at least twenty-four (24) parking privileges in the Garage at all times during the term of the Lease, as may be extended herein.

Tenant agrees that it and all persons claiming by, through and under it, shall at all times abide by all reasonable rules and regulations promulgated by Garage Owner or the Garage Operator with respect to the use of the Garage. Except to the extent of its negligence or willful misconduct, neither Landlord, the Garage Owner nor the Garage Operator assumes any responsibility whatsoever for loss or damage due to fire or theft or otherwise to any automobile or to any personal property therein, however caused, and Tenant agrees, upon request from Landlord or Garage Owner, from time to time, to notify its officers, employees and agents then using any of the parking privileges provided for herein, of such limitation of liability. Tenant further acknowledges and agrees that a license only is hereby granted, and no bailment is intended or shall be created. Landlord has delivered to Tenant a copy of a certain Transportation Access Plan Agreement between the City of Boston Transportation Department, Boylston West LLC and Fenway Enterprises ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLC dated November 9, 2012 (the “TAPA”). Tenant agrees to abide by the terms and conditions of the TAPA applicable to Tenant provided that the TAPA does not increase Tenant’s obligations, financially or otherwise, hereunder.

ARTICLE XI

Certain Tenant Covenants

Tenant covenants and agrees to the following during the Lease Term and for such further time as Tenant occupies any part of the Premises:

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“Hazardous Materials” shall mean any substance which is or may hereafter be classified as a hazardous material, waste or substance under federal, state or local laws, rules and regulations, including, without limitation, 42 U.S.C. Section 6901 et seq., 42 U.S.C. Section 9601 et seq., 42 U.S.C. Section 2601 et seq., 49 U.S.C. Section 1802 et seq. and

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Massachusetts General Laws, Chapter 21E and the rules and regulations promulgated under any of the foregoing, as such laws, rules and regulations may be amended from time to time (collectively “Hazardous Materials Laws”).

Tenant shall immediately notify Landlord of any incident in, on or about the Premises, the Office Area or the Project that would require the filing or making of a notice under any Hazardous Materials Laws. Tenant shall comply and shall cause its employees, invitees, agents, independent contractors, contractors, assignees and subtenants to comply with each of the foregoing. Tenant shall be responsible for assuring that any laboratory uses are adequately and properly vented. Prior to bringing any Hazardous Material into any part of the Project, Tenant shall deliver to Landlord the following information with respect thereto: (a) a description of handling, storage, use and disposal procedures; (b) all plans or disclosures and/or emergency response plans which Tenant has prepared, and all plans which Tenant is required to supply to any governmental agency or authority pursuant to any Hazardous Materials Laws; and (c) other information reasonably requested by Landlord. Tenant shall be responsible, at its sole cost and expense, for Hazardous Material and other biohazard disposal services for the Premises. Such services shall be performed by contractors reasonably acceptable to Landlord and on a sufficient basis to ensure that the Premises are at all times kept neat, clean and free of Hazardous Materials and biohazards except in appropriate, specially marked containers reasonably approved by Landlord. In addition, if any Legal Requirements or the trash removal company requires that any substances be disposed of separately from ordinary trash, Tenant shall make arrangements at Tenant’s expense for such disposal directly with a qualified and licensed disposal company at a lawful disposal site.

If any mortgagee or governmental authority requires testing to determine whether there has been any release of Hazardous Material(s) and such testing is required as a result of the acts or omissions of any of the Tenant Parties, then Tenant shall reimburse Landlord upon demand, as Additional Rent, for the reasonable costs thereof. If and to the extent as a result of such testing Tenant is found to have caused any release of a Hazardous Material at, in, on, under or upon the Project, all reasonable, out of pocket costs incurred by Landlord in connection with Landlord’s monitoring of Tenant’s compliance with Section 11.16, including Landlord’s reasonable attorneys’ fees and costs, shall be Additional Rent and shall be due and payable to Landlord within thirty (30) days after the delivery to Tenant of Landlord’s invoice therefor, accompanied by copies of third-party invoices evidencing the amount of such fees and costs. Tenant shall execute affidavits, certifications and the like, as may be reasonably requested by Landlord from time to time concerning Tenant’s best knowledge and belief concerning the presence of Hazardous Materials at, in or, on or under the Premises, the Office Area or the Project. From time to time during the term of this Lease, Tenant shall provide Landlord with such evidence of Tenant’s compliance with the terms of this Section 11.16 as Landlord may reasonably request, which request shall not be made more frequently than one time per calendar year unless otherwise required by a governmental authority or Landlord reasonably suspects that a release of a Hazardous Material has occurred at or upon the Premises. Further, at Landlord’s option, Landlord may (but shall have no obligation to) obtain a report or reports from time to time (each, a “Landlord’s Report”) addressed to Landlord by a licensed environmental engineer or certified industrial hygienist, which Landlord’s

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Report shall be based on the environmental engineer’s or certified industrial hygienist’s inspection of the Premises and shall set forth the current condition of the Premises with respect to Tenant’s use, storage and disposal of Hazardous Materials. Landlord may obtain a Landlord’s Report at Tenant’s cost at any time that Tenant is in default under this Lease. In addition, if any time a Landlord’s Report indicates that there is a material deficiency in compliance with the standards set forth in this Section 11.16, then the costs of such Landlord’s Report shall be reimbursed by Tenant to Landlord upon demand, as Additional Rent, for the reasonable cost thereof, Tenant shall promptly remedy such deficiency, and Landlord shall be entitled to a written evaluation by Landlord’s consultant at Tenant’s cost to confirm the proper completion of such remedy, such costs also to be reimbursed by Tenant to Landlord upon demand as Additional Rent, for the reasonable cost thereof.

Tenant hereby covenants and agrees to indemnify, defend and hold the Landlord Parties harmless from and against any and all claims against any of the Landlord Parties arising out of contamination of any part of the Project or other adjacent property, which contamination arises as a result of: (i) the presence of Hazardous Material in the Premises, the presence of which is caused by any act or omission of any of the Tenant Parties, or (ii) from a breach by Tenant of its obligations under this Section 11.16. This indemnification of the Landlord Parties by Tenant includes, without limitation, reasonable costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work or any other response action required by any federal, state or local governmental agency or political subdivision because of Hazardous Material present in the soil, soil vapor, or groundwater at, on or under, or any indoor air in, the Project based upon the circumstances identified in this Section 11.16. The indemnification and hold harmless obligations of Tenant under this Section 11.16 shall survive the expiration or any earlier termination of this Lease. Without limiting the foregoing, if the presence of any Hazardous Material in the Office Area or otherwise at the Project is caused by an act or omission of any of the Tenant Parties and results in any contamination of any part of the Project or any adjacent property, Tenant shall promptly take all actions at Tenant’s sole cost and expense as are necessary to return the Project and/or the Office Area or any adjacent property to their condition as of the date of this Lease, provided that Tenant shall first obtain Landlord’s written approval of such actions, which approval shall not be unreasonably withheld, conditioned or delayed so long as such actions, in Landlord’s reasonable discretion, would not potentially have any adverse effect on the Project, and, in any event, Landlord shall not withhold its approval of any proposed actions which are required by applicable Hazardous Materials Laws.

ARTICLE XII

Assignment and Subletting

Except as otherwise expressly provided herein, Tenant covenants and agrees that it shall not assign, mortgage, pledge, hypothecate or otherwise transfer this Lease and/or Tenant’s interest in this Lease or sublet (which term, without limitation, shall include

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granting of concessions, licenses or the like) the whole or any part of the Premises without the prior written consent of Landlord. Any assignment, mortgage, pledge, hypothecation, transfer or subletting not expressly permitted in or consented to by Landlord under this Article XII shall, at Landlord’s election, be void; shall be of no force and effect; and shall confer no rights on or in favor of third parties. In addition, Landlord shall be entitled to seek specific performance of or other equitable relief with respect to the provisions hereof.

Notwithstanding the provisions of Section 12.1 above, in the event Tenant desires to assign this Lease or to sublet the whole or any portion of the Premises, Tenant shall give Landlord notice (the “Proposed Transfer Notice”) of any proposed sublease or assignment, and said notice shall specify the provisions of the proposed assignment or subletting, including (a) the name and address of the proposed assignee or subtenant, (b) in the case of a proposed assignment or subletting pursuant to Section 12.4 below, such information as to the proposed assignee’s or proposed subtenant’s net worth and financial capability and standing as may reasonably be required for Landlord to make the determination referred to in said Section 12.4 (provided, however, that Landlord shall hold such information confidential having the right to release same to its officers, accountants, attorneys and mortgage lenders on a confidential basis), (c) all of the terms and provisions upon which the proposed assignment or subletting is to be made, (d) in the case of a proposed subletting identifies the portion of the Premises to be sublet (“Affected Portion”), (e) in the case of a proposed assignment or subletting pursuant to Section 12.4 below, all other information necessary to make the determination referred to in said Section 12.4 and (f) in the case of a proposed assignment or subletting pursuant to Section 12.5 below, such information as may be reasonably required by Landlord to determine that such proposed assignment or subletting complies with the requirements of said Section 12.5.

Landlord shall have the right at its sole option, to be exercised within thirty (30) days after receipt of Tenant’s Proposed Transfer Notice (the “Acceptance Period”), to terminate this Lease (i) in the case of a proposed sublease of all or substantially all of the Premises for the remainder of the Lease Term, and (ii) with respect to the entire Premises in the case of a proposed assignment, as of a date specified in a notice to Tenant, which date shall not be earlier than sixty (60) days nor later than one hundred and twenty (120) days after Landlord’s notice to Tenant; provided, however, that upon the termination date as set forth in Landlord’s notice, all obligations relating to the period after such termination date (but not those relating to the period before such termination date) shall cease and promptly upon being billed therefor by Landlord, Tenant shall make final payment of all Annual Fixed Rent and Additional Rent due from Tenant through the termination date. In the event that Landlord shall not exercise its termination rights as aforesaid, or shall fail to give any or timely notice pursuant to this Section the provisions of Sections 12.4, 12.6 and 12.7 shall be applicable. This Section 12.3 shall not be applicable to an assignment or sublease pursuant to Section 12.5.

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Notwithstanding the provisions of Section 12.1 above, but subject to the provisions of this Section 12.4 and the provisions of Sections 12.6 and 12.7 below, in the event that Landlord shall not have exercised the termination right as set forth in Section 12.3, or shall have failed to give any or timely notice under Section 12.3, then for a period of ninety (90) days (i) after the receipt of Landlord’s notice stating that Landlord does not elect the termination right, or (ii) after the expiration of the Acceptance Period, in the event Landlord shall not give any or timely notice under Section 12.3 as the case may be, Tenant shall have the right to assign this Lease or sublet the whole or a portion of the Premises in accordance with the Proposed Transfer Notice provided that, in each instance, Tenant first obtains the express prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed.

Without limiting the foregoing standard, Landlord shall not be deemed to be unreasonably withholding its consent to such a proposed assignment or subleasing if:

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If Landlord shall consent to the proposed assignment or subletting, as the case may be, then, in such event, Tenant may thereafter sublease or assign pursuant to Tenant’s notice, as given hereunder; provided, however, that if such assignment or sublease shall not be executed and delivered to Landlord within one hundred twenty (120) days after the date of Landlord’s consent, the consent shall be deemed null and void and the provisions of Section 12.2 shall be applicable.

Notwithstanding the foregoing provisions of Sections 12.1, 12.3 and 12.4 above, but subject to the provisions of Section 12.7 below, Tenant shall have the right to assign this Lease or to sublet the Premises (in whole or in part) to any other entity (the “Successor Entity”) (i) which controls or is controlled by Tenant or Tenant’s parent corporation, or (ii) which is under common control with Tenant, or (iii) which purchases all or substantially all of the assets of Tenant, or (iv) which purchases all or substantially all of the stock of (or other membership interests in) Tenant or (v) which merges or combines with Tenant, provided that with respect to subclauses (iii) – (v) the entity to which this Lease is so assigned or which so sublets the Premises has a credit worthiness (e.g. assets on a pro forma basis using generally accepted accounting principles consistently applied and using the most recent financial statements) which is the same or better than Tenant as of the date of this Lease, as determined by Landlord in its reasonable discretion (the foregoing transferees referred to, individually or collectively, as a “Permitted Transferee”). Except in cases of statutory merger, in which case the surviving entity in the merger shall be liable as Tenant under this Lease, Tenant shall continue to remain fully liable under this Lease, on a joint and several basis with the Permitted Transferee. If any parent or subsidiary of Tenant to which this Lease is assigned or the Premises sublet (in whole or in part) under subclause (i) or (ii) above shall cease to be such a parent or subsidiary, such cessation shall be considered an assignment or subletting requiring Landlord’s consent if and to the extent such transaction requires consent under this Article 12.

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Landlord hereby acknowledges and agrees that Tenant shall have the right, without Landlord’s prior written consent, to sublease the Premises or assign the Lease to any entity that is a portfolio company of a fund that is managed by Third Rock Ventures, LLC (a “TRV Fund”) provided that (i) such TRY Fund has the right to appoint a representative to the board of directors of such portfolio company, (ii) such TRY Fund owns more than 35% of the outstanding preferred stock of such portfolio company, and (iii) further provided that in the case of an assignment only, such entity has a credit worthiness (e.g. assets on a pro forma basis using generally accepted accounting principles consistently applied and using the most recent financial statements) which is the same or better than Tenant as of the date of this Lease. Notwithstanding anything herein to the contrary Section 12.6 shall not apply to any sublease or assignment entered into with such a portfolio company of a TRY Fund.

In the case of any assignment or subleasing as to which Landlord may consent (other than an assignment or subletting permitted under Section 12.5 above) such consent shall be upon the express and further condition, covenant and agreement, and Tenant hereby covenants and agrees that, in addition to the Annual Fixed Rent, Additional Rent and other charges to be paid pursuant to this Lease, one-half (1/2) of the “Assignment/Sublease Profits” (hereinafter defined), if any, shall be paid to Landlord. The “Assignment/Sublease Profits” shall be the excess, if any, of (a) the “Assignment/Sublease Net Revenues” as hereinafter defined over (b) the Annual Fixed Rent and Additional Rent and other charges provided in this Lease (provided, however, that for the purpose of calculating the Assignment/Sublease Profits in the case of a sublease, appropriate proportions in the applicable Annual Fixed Rent, Additional Rent and other charges under this Lease shall be made based on the percentage of the Premises subleased and on the terms of the sublease). The “Assignment/Sublease Net Revenues” shall be the fixed rent, additional rent and all other charges and sums payable either initially or over the term of the sublease or assignment plus all other profits and increases to be derived by Tenant as a result of such subletting or assignment, less the reasonable costs of Tenant incurred in such subleasing or assignment (the definition of which shall be limited to brokerage commissions, architectural fees, legal fees, and alteration allowances, in each case actually paid), as set forth in a statement certified by an appropriate officer of Tenant and delivered to Landlord within thirty (30) days of the full execution of the sublease or assignment document, amortized over the term of the sublease or assignment.

All payments of the Assignment/Sublease Profits due Landlord shall be made within ten (10) business days of receipt of same by Tenant.

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ARTICLE XIII

Indemnity and Insurance

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Tenant agrees to use and occupy the Premises, and to use such other portions of the Office Area and the Project as Tenant is given the right to use by this Lease at Tenant’s own risk. Except to the extent resulting from the negligence or willful misconduct of the Landlord Parties, but subject in all events to Section 13.3, the Landlord Parties shall not be liable to the Tenant Parties for any damage, injury, loss, compensation, or claim (including, but not limited to, claims for the interruption of or loss to a Tenant Party’s business) based on, arising out of or resulting from any cause whatsoever, including, but not limited to, repairs to any portion of the Premises or the Office Area or the Project, any fire, robbery, theft, mysterious disappearance, or any other crime or casualty, the actions of any other tenants of the Office Area or of any other person or persons, or any leakage in any part or portion of the Premises or the Office Area or the Project, or from water, rain or snow that may leak into, or flow from any part of the Premises or the Office Area or the Project, or from drains, pipes or plumbing fixtures in the Office Area or the Project. Any goods, property or personal effects stored or placed in or about the Premises shall be at the sole risk of the Tenant Party, and, except to the extent resulting from the negligence or willful misconduct of the Landlord Parties shall not in any manner be held responsible therefor. The Landlord Parties shall not be responsible or liable to a Tenant Party, or to those claiming by, through or under a Tenant Party, for any loss or

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damage that may be occasioned by or through the acts or omissions of persons occupying adjoining premises or any part of the premises adjacent to or connecting with the Premises or any part of the Office Area or otherwise.

Tenant agrees to maintain in full force on or before the earlier of (i) the date on which any Tenant Party first enters the Premises for any reason or (ii) the Commencement Date, and thereafter throughout and until the end of the Lease Term, and after the end of the Lease Term for so long as Tenant or anyone acting by, through or under Tenant is in occupancy of the Premises or any portion thereafter, a policy of commercial general liability insurance, on an occurrence basis, issued on a form at least as broad as Insurance Services Office (“ISO”) Commercial General Liability Coverage “occurrence” form CG 00 01 10 01 or another Commercial General Liability “occurrence” form providing equivalent coverage. Such insurance shall include broad form contractual liability coverage, specifically covering but not limited to the indemnification obligations undertaken by Tenant in this Lease. The minimum limits of liability of such insurance shall be $5,000,000 per occurrence and in the aggregate on a per location basis. Such limit may be achieved by a combination of general liability and umbrella/excess liability policies. In addition, in the event Tenant hosts a function in the Premises, Tenant agrees to obtain, and cause any persons or parties providing services for such function to obtain, the appropriate insurance coverages as determined by Landlord (including liquor liability coverage, if applicable) and provide Landlord with evidence of the same.

Tenant shall maintain at all times during the Term of the Lease, and during such earlier time as Tenant may be performing work in or to the Premises or have property, fixtures, furniture, equipment, machinery, goods, supplies, wares or merchandise on the Premises, and containing thereafter so long as Tenant is in occupancy of any part of the Premises, business interruption insurance and insurance against loss or damage covered by the so- called “all risk” type insurance coverage with respect to Tenant’s property, fixtures, furniture, equipment, machinery, goods, supplies, wares and merchandise (including, without limitation, any laboratory animals), and all alterations, improvements and other modifications made by or on behalf of Tenant in the Premises, and other property of Tenant located at the Premises, which are permitted to be removed by Tenant at the expiration or earlier termination of the Lease Term except to the extent paid for by Landlord (collectively “Tenant’s Property”). The business interruption insurance required by this Section 13.4 shall be in minimum amounts typically carried by prudent tenants engaged in similar operations, but in no event shall be in an amount less than the Annual Fixed Rent then in effect during any Lease Year, plus any Additional Rent due and payable for the immediately preceding Lease Year. The “all risk” insurance required by this section shall be in an amount at least equal to the full replacement cost of Tenant’s Property. In addition, during such time as Tenant is performing work in or to the Premises, Tenant, at Tenant’s expense, shall also maintain, or shall cause its contractor(s) to maintain, builder’s risk insurance for the full insurable value of such work. Landlord and such additional persons or entities as Landlord may reasonably request shall be

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named as loss payees, as their interests may appear, on the policy or policies required by this Lease. In the event of loss or damage covered by the “all risk” insurance required by this Lease, the responsibilities for repairing or restoring the loss or damage shall be determined in accordance with Article XIV. To the extent that Landlord is obligated to pay for the repair or restoration of the loss or damage covered by the policy, Landlord shall be paid the proceeds of the “all risk” insurance covering the loss or damage. To the extent Tenant is obligated to pay for the repair or restoration of the loss or damage, covered by the policy, Tenant shall be paid the proceeds of the “all risk” insurance covering the loss or damage. If both Landlord and Tenant are obligated to pay for the repair or restoration of the loss or damage covered by the policy, the insurance proceeds shall be paid to each of them in the pro rata proportion of their obligations to repair or restore the loss or damage. If the loss or damage is not repaired or restored (for example, if the Lease is terminated pursuant to Article XIV), the insurance proceeds shall be paid to Landlord and Tenant in the pro rata proportion of their relative contributions to the cost of the leasehold improvements covered by the policy.

Tenant agrees to maintain in full force on or before the earlier of (i) the date on which any Tenant Party first enters the Premises for any reason or (ii) the Commencement Date, and thereafter throughout the end of the Term, and after the end of the Term for so long after the end of the Term as Tenant or anyone acting by, through or under Tenant is in occupancy of the Premises or any portion thereafter, (1) comprehensive automobile liability insurance (covering any automobiles owned or operated by Tenant) issued on a form at least as broad as ISO Business Auto Coverage form CA 00 01 07 97 or other form providing equivalent coverage; (2) worker’s compensation insurance; and (3) employer’s liability insurance. Such automobile liability insurance shall be in an amount not less than One Million Dollars ($1,000,000) for each accident. Such worker’s compensation insurance shall carry minimum limits as defined by the law of the jurisdiction in which the Premises are located (as the same may be amended from time to time). Such employer’s liability insurance shall be in an amount not less than One Million Dollars ($1,000,000) for each accident, One Million Dollars ($1,000,000) disease-policy limit, and One Million Dollars ($1,000,000) disease-each employee.

All insurance required to be maintained by Tenant pursuant to this Lease shall be maintained with responsible companies that are admitted to do business, and are in good standing in the Commonwealth of Massachusetts and that have a rating of at least “A-” and are within a financial size category of not less than “Class X” in the most current Best’s Key Rating Guide or such similar rating as may be reasonably selected by Landlord. All such insurance shall: (1) be acceptable in form and content to Landlord; (2) be primary and noncontributory; and (3) contain an endorsement prohibiting cancellation, failure to renew, reduction of amount of insurance, or change in coverage without the insurer first giving Landlord thirty (30) days’ prior written notice (by certified or registered mail, return receipt requested, or by fax or email) of such proposed action; provided, however, that if such an endorsement is not available, Tenant shall provide

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Landlord with not less than ten (10) days’ prior written notice of any cancellation or change in coverage. No such policy shall contain any deductible or self-insured retention greater than $50,000. Such deductibles and self-insured retentions shall be deemed to be “insurance” for purposes of the waiver in Section 13.13 below. Landlord reserves the right from time to time to require Tenant to obtain higher minimum amounts of insurance based on such limits as are customarily carried with respect to similar properties in the area in which the Premises are located. The minimum amounts of insurance required by this Lease shall not be reduced by the payment of claims or for any other reason. In the event Tenant shall fail to obtain or maintain any insurance meeting the requirements of this Article, or to deliver such policies or certificates as required by this Article, Landlord may, at its option, on five (5) days’ notice to Tenant, procure such policies for the account of Tenant, and the cost thereof shall be paid to Landlord within ten (10) business days after delivery to Tenant of bills therefor.

The commercial general liability, umbrella and auto insurance carried by Tenant pursuant to this Lease, and any additional liability insurance carried by Tenant pursuant to Section 13.3 of this Lease, shall name Landlord, Landlord’s managing agent(s), Landlord’s mortgagee(s), if any, and such other Persons as Landlord may reasonably request from time to time as additional insureds with respect to liability arising out of or related to this Lease or the operations of Tenant (collectively “Additional Insureds”). Such insurance shall provide primary coverage without contribution from any other insurance carried by or for the benefit of Landlord, Landlord’s managing agent, or other Additional Insureds. Such insurance shall also waive any right of subrogation against each Additional Insured.

On or before the earlier of (i) the date on which any Tenant Party first enters the Premises for any reason or (ii) the Commencement Date, Tenant shall furnish Landlord with certificates evidencing the insurance coverage required by this Lease, and renewal certificates shall be furnished to Landlord at least annually thereafter, and at least ten (10) days prior to the expiration date of each policy for which a certificate was furnished. Failure by Tenant to provide the certificates or letters required by this Section 13.8 shall not be deemed to be a waiver of the requirements in this Section 13.8. Upon request by Landlord, a true and complete copy of any insurance policy required by this Lease shall be delivered to Landlord within ten (10) days following Landlord’s request.

Tenant shall require its subtenants and other occupants of the Premises to provide written documentation evidencing the obligation of such subtenant or other occupant to indemnify the Landlord Parties to the same extent that Tenant is required to indemnify the Landlord Parties pursuant to Section 13.1 above, and to maintain insurance that meets the requirements of this Article, and otherwise to comply with the requirements of this Article. Tenant shall require all such subtenants and occupants to supply certificates of insurance evidencing that the insurance requirements of this Article have been met and

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shall forward such certificates to Landlord on or before the earlier of (i) the date on which the subtenant or other occupant or any of their respective direct or indirect partners, officers, shareholders, directors, members, trustees, beneficiaries, servants, employees, principals, contractors, licensees, agents, invitees or representatives first enters the Premises or (ii) the commencement of the sublease. Tenant shall be responsible for identifying and remedying any deficiencies in such certificates or policy provisions.

Tenant shall not knowingly or intentionally commit or permit any violation of the policies of fire, boiler, sprinkler, water damage or other insurance covering the Project and/or the fixtures, equipment and property therein carried by Landlord, or knowingly or intentionally do or permit anything to be done, or knowingly or intentionally keep or permit anything to be kept, in the Premises, which in case of any of the foregoing (i) would result in termination of any such policies, (ii) would adversely affect Landlord’s right of recovery under any of such policies, or (iii) would result in reputable and independent insurance companies refusing to insure the Project or the property of Landlord in amounts reasonably satisfactory to Landlord.

If, because of anything done, caused or permitted to be done, or omitted by Tenant (or its subtenant or other occupants of the Premises), the rates for liability, fire, boiler, sprinkler, water damage or other insurance on the Project and equipment of Landlord shall be higher than they otherwise would be, Tenant shall reimburse Landlord for the additional insurance premiums thereafter paid by Landlord which shall have been charged because of the aforesaid reasons, such reimbursement to be made from time to time within thirty (30) days of Landlord’s written demand.

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The parties hereto waive and release any and all rights of recovery against the other, and agree not to seek to recover from the other or to make any claim against the other, and in the case of Landlord, against all “Tenant Parties” (hereinafter defined), and in the case of Tenant, against all “Landlord Parties” (hereinafter defined), for any loss or damage incurred by the waiving/releasing party to the extent such loss or damage is insured under any insurance policy required by this Lease or which would have been so insured had the party carried the insurance it was required to carry hereunder. Tenant shall obtain from its subtenants and other occupants of the Premises a similar waiver and release of claims against any or all of Tenant or Landlord. In addition, the parties hereto (and in the case of Tenant, its subtenants and other occupants of the Premises) shall procure an appropriate clause in, or endorsement on, any insurance policy required by this Lease pursuant to which the insurance company waives subrogation. The insurance policies required by this Lease shall contain no provision that would invalidate or restrict the parties’ waiver and release of the rights of recovery in this section. The parties hereto

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covenant that no insurer shall hold any right of subrogation against the parties hereto by virtue of such insurance policy even though, notwithstanding anything to the contrary set forth in this lease, such loss or damage might have been occasioned by the negligence of Landlord or Tenant, or their respective agents or employees.

The term “Landlord Party” or “Landlord Parties” shall mean Landlord, any affiliate of Landlord, Landlord’s managing agents for the Office Area, each mortgagee (if any), each ground lessor (if any), and each of their respective direct or indirect partners, officers, shareholders, directors, members, trustees, beneficiaries, servants, employees, principals, contractors, licensees, agents or representatives. For the purposes of this Lease, the term “Tenant Party” or “Tenant Parties” shall mean Tenant, any affiliate of Tenant, any permitted subtenant or any other permitted occupant of the Premises, and each of their respective direct or indirect partners, officers, shareholders, directors, members, trustees, beneficiaries, servants, employees, principals, contractors, licensees, agents, invitees or representatives.

During such times as Tenant is performing work or having work or services performed in or to the Premises, Tenant shall require its contractors, and their subcontractors of all tiers, to obtain and maintain commercial general liability (including products and completed operations coverage), automobile, workers compensation, employer’s liability, builder’s risk, and equipment/property insurance in such amounts and on such terms as are customarily required of such contractors and subcontractors on similar projects. The amounts and terms of all such insurance are subject to Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed. The commercial general liability and auto insurance carried by Tenant’s contractors and their subcontractors of all tiers pursuant to this section shall name Landlord, Landlord’s managing agent, and such other persons as Landlord may reasonably request from time to time as additional insureds with respect to liability arising out of or related to their work or services (collectively “Additional Insureds”). Such insurance shall provide primary coverage without contribution from any other insurance carried by or for the benefit of Landlord, Landlord’s managing agent, or other Additional Insureds. Such insurance shall also waive any right of subrogation against each Additional Insured. Tenant shall obtain and submit to Landlord, prior to the earlier of (i) the entry onto the Premises by such contractors or subcontractors or (ii) commencement of the work or services, certificates of insurance evidencing compliance with the requirements of this section.

ARTICLE XIV

Fire, Casualty and Taking

In case during the Lease Term the Office Area is damaged by fire or casualty, and such fire or casualty damage cannot, in the ordinary course, reasonably be expected to be repaired within one hundred twenty (120) days from the time that repair work would

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commence as reasonably determined by contracting or engineering estimates and provided that Landlord also terminates the leases of tenants comprising at least 75% of the rentable area of the Office Area, Landlord may, at its election, terminate this Lease by written notice given to Tenant within sixty (60) days after the date of such fire or other casualty, specifying the effective date of termination. The effective date of termination specified by Landlord shall not be less than thirty (30) days nor more than forty-five (45) days after the date of notice of such termination. Unless terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect following any such damage subject, however, to the following provisions.

If during the last twenty 24 months of the Lease Term (as it may have been extended), the Office Area shall be damaged by fire or casualty and such fire or casualty damage to the Premises cannot reasonably be expected to be repaired or restored within one hundred twenty (120) days from the date of such casualty, then Tenant shall have the right, by giving written notice to Landlord not later than thirty (30) days after receipt of Landlord’s determination, to terminate this Lease, whereupon this Lease shall terminate thirty (30) days after the date of such notice, or such earlier date as is specified in such notice, with the same force and effect as if such date were the date originally established as the expiration date hereof.

If the Office Area or any part thereof is damaged by fire or casualty and this Lease is not so terminated, or Landlord has no right to terminate this Lease, and in either such case the holder of any mortgage which includes the Office Area as a part of the mortgaged premises or any ground lessor of any ground lease which includes the Office Area as part of the Premises allows the net insurance proceeds to be applied to the restoration of the Office Area, Landlord, promptly after such damage and the determination of the net amount of insurance proceeds available shall use due diligence to restore the Premises and the Office Area in the event of damage thereto (excluding Tenant’s Property (as defined in Section 13.4 hereof)) into proper condition for use and occupation for the Permitted Use and a just proportion of the Annual Fixed Rent, Operating Expenses Allocable to the Premises and the Tax Excess according to the nature and extent of the injury to the Premises shall be abated from the date of casualty until the Premises shall have been put by Landlord substantially into such condition. Notwithstanding the foregoing, Landlord shall not be obligated to expend for such repairs and restoration any amount in excess of the net insurance proceeds.

Where Landlord is obligated or otherwise elects to effect restoration of, or access to, the Premises, unless such restoration is completed within one (1) year from the date of the casualty, such period to be subject, however, to extension where the delay in completion of such work is due to Force Majeure, as defined hereinbelow (but in no event beyond eighteen (18) months from the date of the casualty or taking), Tenant, as its sole and exclusive remedy, shall have the right to terminate this Lease at any time after the expiration of such one-year (as extended) period until the restoration is substantially completed, such termination to take effect as of the thirtieth (30th) day after the date of receipt by Landlord of Tenant’s notice, with the same force and effect as if such date were the date originally established as the expiration date hereof unless, within such thirty (30) day period such restoration is substantially completed, in which case Tenant’s

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notice of termination shall be of no force and effect and this Lease and the Lease Term shall continue in full force and effect. The term “Force Majeure” shall mean any prevention, delay or stoppage due to governmental regulation, strikes, lockouts, acts of God, acts of war, terrorists acts, civil commotions, unusual scarcity of or inability to obtain labor or materials, labor difficulties, casualty or other causes reasonably beyond Landlord’s control or attributable to Tenant’s action or inaction.

Notwithstanding anything to the contrary contained in this Lease, if the Office Area or the Premises shall be substantially damaged by fire or casualty as the result of a risk not covered by the forms of casualty insurance at the time maintained by Landlord and such fire or casualty damage cannot, in the ordinary course, reasonably be expected to be repaired within thirty (30) days from the time that repair work would commence, Landlord may, at its election, terminate the Term of this Lease by notice to Tenant given within thirty (30) days after such loss. If Landlord shall give such notice, then this Lease shall terminate as of the date of such notice with the same force and effect as if such date were the date originally established as the expiration date hereof.

If the Office Area or the Premises, or such portion thereof as to render the balance (if reconstructed to the maximum extent practicable in the circumstances) unsuitable for Tenant’s purposes, as reasonably determined by Tenant, shall be taken by condemnation or right of eminent domain, Landlord or Tenant shall have the right to terminate this Lease by notice to the other of its desire to do so, provided that such notice is given not later than thirty (30) days after Tenant has been given written notice of such taking. If either party shall give such notice, then this Lease shall terminate as of the date of such notice with the same force and effect as if such date were the date originally established as the expiration date hereof.

Further, if a substantial portion of the Office Area or Project shall be so taken that continued operation of the Office Area would be uneconomic, Landlord shall have the right to terminate this Lease by giving notice to Tenant of Landlord’s desire to do so not later than thirty (30) days after Tenant has been deprived of possession of the Premises (or such portion thereof as may be taken) provided that Landlord terminates the leases of tenants comprising at least 75% of the rentable area of the Office Area. If Landlord shall give such notice, then this Lease shall terminate as of the date of such notice with the same force and effect as if such date were the date originally established as the expiration date hereof.

Should any part of the Premises be so taken or condemned during the Lease Term hereof, and should this Lease not be terminated in accordance with the foregoing provisions, and the holder of any mortgage which includes the Premises as part of the mortgaged premises or any ground lessor of any ground lease which includes the Premises as part of the Premises allows the net condemnation proceeds to be applied to the restoration of the Office Area, Landlord agrees that after the determination of the net amount of

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condemnation proceeds available to Landlord, Landlord shall promptly commence and thereafter use due diligence to put what may remain of the Premises into proper condition for use and occupation as nearly like the condition of the Premises prior to such taking as shall be practicable (excluding Tenant’s Property). Notwithstanding the foregoing, Landlord shall not be obligated to expend for such repair and restoration any amount in excess of the net condemnation proceeds made available to it.

If the Premises shall be affected by any exercise of the power of eminent domain and neither Landlord nor Tenant shall terminate this Lease as provided above, then the Annual Fixed Rent, Operating Expenses Allocable to the Premises and the Tax Excess shall be justly and equitably abated and reduced according to the nature and extent of the loss of use thereof suffered by Tenant; and in case of a taking which permanently reduces the Rentable Floor Area of the Premises, a just proportion of the Annual Fixed Rent, Operating Expenses Allocable to the Premises and the Tax Excess shall be abated for the remainder of the Lease Term.

Except as otherwise provided in this Section 14.4, Landlord shall have and hereby reserves and excepts, and Tenant hereby grants and assigns to Landlord, all rights to recover for damages to the Office Area, the Project, and the Garage and the leasehold interest hereby created, and compensation accrued or hereafter to accrue by reason of such taking, damage or destruction, as aforesaid, and by way of confirming the foregoing, Tenant hereby grants and assigns, and covenants with Landlord to grant and assign to Landlord, all rights to such damages or compensation.

However, nothing contained herein shall be construed to prevent Tenant from prosecuting in any such proceedings a claim for its trade fixtures so taken or relocation, moving and other dislocation expenses, provided that such action shall not affect the amount of compensation otherwise recoverable by Landlord from the taking authority.

ARTICLE XV

Default

This Lease and the term of this Lease are subject to the limitation that Tenant shall be in default if, at any time during the Lease Term, any one or more of the following events (herein called an “Event of Default” a “default of Tenant” or similar reference) shall occur and not be cured prior to the expiration of the grace period (if any) herein provided, as follows:

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Upon the happening of any one or more of the aforementioned Events of Default (notwithstanding any license of a former breach of covenant or waiver of the benefit hereof or consent in a former instance), Landlord or Landlord’s agents or servants may give to Tenant a notice (hereinafter called “notice of termination”) terminating this Lease on a date specified in such notice of termination (which shall be not less than five (5) business days after the date of the mailing of such notice of termination), and this Lease and the Lease Term, as well as any and all of the right, title and interest of Tenant hereunder, shall wholly cease and expire on the date set forth in such notice of termination (Tenant hereby waiving any rights of redemption) in the same manner and with the same force and effect as if such date were the date originally specified herein for the expiration of the Lease Term, and Tenant shall then quit and surrender the Premises to Landlord.

In addition or as an alternative to the giving of such notice of termination, Landlord or Landlord’s agents or servants may, by any suitable action or proceeding at law, immediately or at any time thereafter re-enter the Premises and remove therefrom Tenant, its agents, employees, servants, licensees, and any subtenants and other persons, and all or any of its or their property therefrom, and repossess and enjoy the Premises, together with all additions, alterations and improvements thereto; but, in any event under this Section 15.2, Tenant shall remain liable as hereinafter provided.

The words “re-enter” and “re-entry” as used throughout this Article XV are not restricted to their technical legal meanings.

If this Lease is terminated or if Landlord shall re-enter the Premises as aforesaid, or in the event of the termination of this Lease, or of re- entry, by or under any proceeding or action or any provision of law by reason of an Event of Default hereunder on the part of Tenant, Tenant covenants and agrees forthwith to pay and be liable for, on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Annual Fixed Rent, all Additional Rent and other charges reserved as they would, under the terms of this Lease, become due if this Lease had not been terminated or if Landlord had not entered or re-entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Lease Term, or for the whole thereof, but, in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent and other charges received by Landlord in reletting, after deduction of all reasonable expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees and the like), and in collecting the rent in connection therewith, in the following manner:

Amounts received by Landlord after reletting shall first be applied against such Landlord’s expenses, until the same are recovered, and until such recovery, Tenant shall pay, as of each day when a payment would fall due under this Lease, the amount which Tenant is obligated to pay under the terms of this Lease

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(Tenant’s liability prior to any such reletting and such recovery not in any way to be diminished as a result of the fact that such reletting might be for a rent higher than the rent provided for in this Lease); when and if such expenses have been completely recovered, the amounts received from reletting by Landlord as have not previously been applied shall be credited against Tenant’s obligations as of each day when a payment would fall due under this Lease, and only the net amount thereof shall be payable by Tenant. Further, Tenant shall not be entitled to any credit of any kind for any period after the date when the term of this Lease is scheduled to expire according to its terms.

Landlord agrees to use reasonable efforts to relet the Premises after Tenant vacates the same in the event this Lease is terminated based upon an Event of Default by Tenant hereunder. The marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control within the Office Area shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts” hereunder. In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenant for the Premises until Landlord obtains full and complete possession of the Premises (including, without limitation, the final and unappealable legal right to relet the Premises free of any claim of Tenant), (ii) relet the Premises before leasing other vacant space in the Office Area, or (iii) lease the Premises for a rental less than the current fair market rent then prevailing for similar office space in the Office Area.

Landlord may elect, as an alternative, to have Tenant pay liquidated damages, which election may be made by notice given to Tenant at any time after the termination of this Lease under Section 15.2, above, and whether or not Landlord shall have collected any damages as hereinbefore provided in this Article XV, and in lieu of all other such damages beyond the date of such notice, including without limitation the payment of any sums under Section 15.3. Upon such notice, Tenant shall promptly pay to Landlord, as liquidated damages, in addition to any damages collected or due from Tenant from any period prior to such notice and all expenses which Landlord may have incurred with respect to the collection of such damages, such a sum as at the time of such notice represents the amount of the excess, if any, of (a) the discounted present value, at a discount rate of 6%, of the Annual Fixed Rent, Additional Rent and other charges which would have been payable by Tenant under this Lease for the remainder of the Lease Term if the Lease terms had been fully complied with by Tenant, over and above (b) the discounted present value, at a discount rate of 6%, of the Annual Fixed Rent, Additional Rent and other charges that would be received by Landlord if the Premises were released at the time of such notice for the remainder of the Lease Term at the fair market value (including provisions regarding periodic increases in Annual Fixed Rent if such are applicable) prevailing at the time of such notice as reasonably determined by Landlord.

For the purposes of this Article, if Landlord elects to require Tenant to pay liquidated damages in accordance with this Section 15.4, the total rent shall be computed by assuming the Tax Excess under Section 6.2 and Operating Expenses Allocable to the

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Premises under Section 7.5 to be the same as were payable for the twelve (12) calendar months (or if less than twelve (12) calendar months have been elapsed since the date hereof, the partial year) immediately preceding such termination of re-entry.

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 proceeds 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.

In lieu of any other damages or indemnity and in lieu of the recovery by Landlord of all sums payable under all the foregoing provisions of this Section 15.4, and provided that there is more than one (1) year remaining in the Lease Term, Landlord may elect to collect from Tenant, by notice to Tenant, at any time after this Lease is terminated under any of the provisions contained in this Article XV or otherwise terminated by breach of any obligation of Tenant and before such full recovery, and Tenant shall thereupon pay, as liquidated damages, an amount equal to the sum of the Annual Fixed Rent and all Additional Rent payable for the twelve (12) months ended next prior to the such termination plus the amount of Annual Fixed Rent and Additional Rent of any kind accrued and unpaid at the time of such election plus any and all expenses which Landlord may have incurred for and with respect to the collection of any of such rent.

Tenant, for itself and any and all persons claiming through or under Tenant, including its creditors, upon the termination of this Lease and of the term of this Lease in accordance with the terms hereof, or in the event of entry of judgment for the recovery of the possession of the Premises in any action or proceeding, or if Landlord shall enter the Premises by process of law or otherwise, hereby waives any right of redemption provided or permitted by any statute, law or decision now or hereafter in force, and does hereby waive, surrender and give up all rights or privileges which it or they may or might have under and by reason of any present or future law or decision, to redeem the Premises or for a continuation of this Lease for the term of this Lease hereby demised after having been dispossessed or ejected therefrom by process of law, or otherwise.

Landlord shall in no event be in default in the performance of any of Landlord’s obligations hereunder unless and until Landlord shall have failed to perform such obligations within thirty (30) days, or if such default cannot be reasonably cured within such thirty (30) day period, then such additional time as is reasonably required to correct any such default provided that Landlord promptly commences to cure within such thirty (30) day period and thereafter diligently prosecutes such cure to completion, after notice by Tenant to Landlord properly specifying wherein Landlord has failed to perform any such obligation.

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Without limiting the foregoing, if Landlord fails to perform any of its maintenance or repair obligations under this Lease which are necessary to relieve a situation which imminently threatens the physical well-being of persons or damage to property in the Premises and which Landlord is obligated to perform hereunder (an “Emergency Repair”), Tenant shall have the right to notify Landlord thereof (a “Repair Notice”), in which event Landlord shall perform such repairs within three (3) days following Landlord’s receipt of the Repair Notice; provided, however, that if such repairs cannot despite commercially reasonably efforts be completed within the foregoing time periods, Landlord shall have an additional reasonable period of time within which to perform such repairs, provided that Landlord has commenced such repairs within the applicable periods of time set forth above and thereafter diligently pursues the completion of such repairs.

If Landlord has not commenced (and thereafter diligently pursued completion thereof) any such requested Emergency Repair within the applicable time period set forth above, then at any time thereafter prior to the commencement of such Emergency Repair by Landlord, Tenant may, upon (i) twenty-four (24) hours’ prior notice (by e-mail, telephonic or verbal notice) to Landlord’s building management, have the right (the “Self-Help Right”) to undertake such actions as may be reasonably necessary to perform such Emergency Repair; provided, however, that in no event shall any Emergency Repairs performed by Tenant materially adversely affect the structure of the Project or any building systems. If Tenant undertakes to perform any Emergency Repairs pursuant to this section, (a) the insurance and indemnity provisions set forth in Article XIII, shall apply to Tenant’s performance of such Emergency Repairs; (b) Tenant shall proceed in accordance with all applicable Legal Requirements; (c) Tenant shall retain to effect such Emergency Repairs only such reputable contractors and suppliers as are duly licensed and only those contractors used or approved by Landlord in the Office Area for such work; (d) Tenant shall effect such Emergency Repairs in good and workmanlike and commercially reasonable matter, consistent with the standards of the Project and comparable buildings; (e) Tenant shall use new or like new materials; and (f) Tenant shall use diligent efforts to minimize any material interference or impact on the other tenants and occupants of the Project. Upon completion of such Emergency Repairs, Landlord shall promptly reimburse Tenant for all reasonable out-of-pocket costs incurred by Tenant in connection with the performance of such Emergency Repairs. Promptly following completion of any work undertaken by Tenant pursuant to the provisions of this section, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto.

Notwithstanding anything to the contrary contained herein, Tenant shall not assert any right to deduct the cost of repairs or any monetary claim against Landlord from rent thereafter due and payable, but shall look solely to Landlord for satisfaction of such claim.

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ARTICLE XVI

Miscellaneous Provisions

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 its 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.

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 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. Further, the acceptance by Landlord of Annual Fixed Rent, Additional Rent or any other charges paid by Tenant under this Lease shall not be or be deemed to be a waiver by Landlord of any default by Tenant, whether or not Landlord knows of such default, except for such defaults as to which such payment relates.

Except as expressly provided in this Lease, the specific remedies to which Landlord and Tenant may resort under the terms of this Lease are cumulative and are not intended to be exclusive of any other remedies or means of redress which they may be lawfully entitled to seek in case of any breach or threatened breach of any provisions of this Lease. In addition to the other remedies provided in this Lease, Landlord shall be entitled to the restraint by injunction of the violation or attempted or threatened violation of any of the covenants, conditions or provisions of this Lease or to seek specific performance of any such covenants, conditions or provisions, provided, however, that the foregoing shall not be construed as a confession of judgment by Tenant. Except as set forth in Section 16.18, in no event shall Tenant ever be liable for any indirect or consequential damages for loss of profits or the like.

This Lease is subject and subordinate to all matters of record. Landlord agrees that, upon Tenant’s paying the Annual Fixed Rent, Additional Rent and other charges herein reserved, and performing and observing the covenants, conditions and agreements hereof

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upon the part of Tenant to be performed and observed, Tenant shall and may peaceably hold and enjoy the Premises during the term of this Lease (exclusive of any period during which Tenant is holding over after the expiration or termination of this Lease without the consent of Landlord), without interruption or disturbance from Landlord or persons claiming through or under Landlord, subject, however, to the terms of this Lease. This covenant shall be construed as running with the land to and against subsequent owners and successors in interest, and is not, nor shall it operate or be construed as, a personal covenant of Landlord, except to the extent of Landlord’s interest in the Premises, and this covenant and any and all other covenants of Landlord contained in this Lease shall be binding upon Landlord and upon such subsequent owners or successors in interest of Landlord’s interest under this Lease, including ground or master lessees, to the extent of their respective interests, as and when they shall acquire same and then only for so long as they shall retain such interest.

(A)     Except upon the expiration or earlier termination of this Lease in accordance with the terms and conditions hereof, no act or thing done by Landlord during the Lease Term shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid, unless in writing signed by Landlord. No employee of Landlord or of Landlord’s agents shall have any power to accept the keys of the Premises as an acceptance of a surrender of the Premises prior to the termination of this Lease; provided, however, that the foregoing shall not apply to the delivery of keys to Landlord or its agents in its (or their) capacity as managing agent or for purpose of emergency access. In any event, however, the delivery of keys to any employee of Landlord or of Landlord’s agents shall not operate as a termination of the Lease or a surrender of the Premises.

(B)     Upon the expiration or earlier termination of the Lease Term, Tenant shall surrender the Premises to Landlord in the condition as required by Sections 8.1 and 9.5, first removing all goods and effects of Tenant and completing such other removals as may be permitted or required pursuant to Section 9.5.

Tenant warrants and represents that Tenant has not dealt with any broker in connection with the consummation of this Lease other than the broker, person or firm designated in Section 1.2 hereof (“Broker”); and in the event any claim is made against Landlord relative to dealings with brokers other than the Broker, Tenant shall defend the claim against Landlord with counsel of Landlord’s selection and save harmless and indemnify Landlord on account of loss, cost or damage which may arise by reason of such claim. Landlord warrants and represents that Landlord has not dealt with any broker in connection with the consummation of this Lease other than the Broker; and in the event any claim is made against Tenant relative to dealings with brokers other than the Broker, Landlord shall defend the claim against Tenant and save harmless and indemnify Tenant on account of actual loss, cost or damage which may arise by reason of such claim. Landlord agrees that it shall be solely responsible for the payment of brokerage commissions to the Broker pursuant to a separate agreement between Landlord and the Broker.

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If any term or provision of this Lease, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.

The obligations of this Lease shall run with the land, and except as herein otherwise provided, the terms hereof shall be binding upon and shall inure to the benefit of the successors and assigns, respectively, of Landlord and Tenant and, if Tenant shall be an individual, upon and to his/her heirs, executors, administrators, successors and assigns. Each term and each provision of this Lease to be performed by Tenant shall be construed to be both a covenant and a condition. The reference contained to successors and assigns of Tenant is not intended to constitute a consent to assignment by Tenant, but has reference only to those instances in which Landlord may have later given consent to a particular assignment as required by the provisions of Article XII hereof.

Each of Landlord and Tenant agree not to record the within Lease, but each party hereto agrees, on the request of the other, to execute a so-called Notice of Lease or short form lease in form recordable and complying with applicable law and reasonably satisfactory to Landlord’s and Tenant’s attorneys. In no event shall such document set forth the rent or other charges payable by Tenant under this Lease; and any such document shall expressly state that it is executed pursuant to the provisions contained in this Lease, and is not intended to vary the terms and conditions of this Lease.

Tenant agrees that this Lease and the terms contained herein will be treated as strictly confidential and except as required by law (or except with the written consent of Landlord) Tenant shall not disclose the same to any third party except for Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same. In the event Tenant is required by law to provide this Lease or disclose any of its terms, Tenant shall give Landlord prompt notice of such requirement prior to making disclosure so that Landlord may seek an appropriate protective order. If failing the entry of a protective order Tenant is compelled to make disclosure, Tenant shall only disclose portions of the Lease which Tenant is required to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to the information so disclosed.

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Whenever, by the terms of this Lease, notice shall or may be given either to Landlord or to Tenant, such notices shall be in writing and shall be sent by hand, registered or certified mail, return receipt requested or overnight or other commercial courier, postage or delivery charges, as the case may be, prepaid as follows:

If intended for Landlord, addressed to Landlord at the address set forth on the first page of this lease to the attention of General Counsel, and copies in like fashion to:

Landlord c/o Goulston & Storrs PC, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attn: ▇▇▇ ▇▇▇▇ (or to such other address or addresses as may from time to time hereafter be designated by Landlord by like notice); and

▇.▇. ▇▇▇▇▇▇ Investment Management Inc.

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇

If intended for Tenant, addressed to Tenant at the address set forth in Article I of this Lease except that from and after the Commencement Date the address of Tenant shall be the Premises (or to such other address or addresses as may from time to time hereafter be designated by Tenant by like notice).

Except as otherwise provided herein, all such notices shall be effective when received; provided, that (i) if receipt is refused, notice shall be effective upon the first occasion that such receipt is refused, (ii) if the notice is unable to be delivered due to a change of address of which no notice was given, notice shall be effective upon the date such delivery was attempted, (iii) if the notice address is a post office box number, notice shall be effective three (3) business days after such notice is sent as provided hereinabove or (iv) if the notice is to a foreign address, notice shall be effective five (5) business days after such notice is sent as provided hereinabove.

Any notice given by an attorney on behalf of Landlord or by Landlord’s managing agent shall be considered as given by Landlord and shall be fully effective.

Time is of the essence with respect to any and all notices and periods for giving of notice or taking any action thereto under this Lease.

Employees or agents of Landlord have no authority to make or agree to make a lease or any other agreement or undertaking in connection herewith. The submission of this document for examination and negotiation does not constitute an offer to lease, or a reservation of, or option for, the Premises, and this document shall become effective and binding only upon the execution and delivery hereof by both Landlord and Tenant. All

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negotiations, considerations, representations and understandings between Landlord and Tenant are incorporated herein and may be modified or altered only by written agreement between Landlord and Tenant, and no act or omission of any employee or agent of Landlord shall alter, change or modify any of the provisions hereof. Landlord and Tenant hereby represents and warrants to the other that all necessary action has been taken to enter this Lease and that the person signing this Lease on behalf of Landlord and Tenant has been duly authorized to do so.

The paragraph headings throughout this instrument are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Lease.

This Lease shall be subject and subordinate to any mortgage now or hereafter on the Office Area (or any part thereof), and to all renewals, modifications, consolidations, replacements and extensions thereof and all substitutions therefor, provided that in the case of a future mortgage the holder of such mortgage agrees to recognize the right of Tenant to use and occupy the Premises upon the payment of rent and other charges payable by Tenant under this Lease and the performance by Tenant of Tenant’s obligations hereunder. In confirmation of such subordination and recognition, Tenant shall execute and deliver promptly such commercially reasonable instruments of subordination as such mortgagee may reasonably request, subject to receipt of such instruments of recognition from such mortgagee as Tenant may reasonably request (Tenant hereby agreeing to pay any legal or other fees charged by the mortgagee in connection with providing the same). In the event that any mortgagee or its respective successor in title shall succeed to the interest of Landlord, then this Lease shall nevertheless continue in full force and effect and Tenant shall and does hereby agree to attorn to such mortgagee or successor and to recognize such mortgagee or successor as its landlord. If any holder of a mortgage which includes the Premises, executed and recorded prior to the Date of this Lease, shall so elect, this Lease, and the rights of Tenant hereunder, shall be superior in right to the rights of such holder, with the same force and effect as if this Lease had been executed, delivered and recorded, or a statutory Notice hereof recorded, prior to the execution, delivery and recording of any such mortgage. The election of any such holder shall become effective upon either notice from such holder to Tenant in the same fashion as notices from Landlord to Tenant are to be given hereunder or by the recording in the appropriate registry or recorder’s office of an instrument in which such holder subordinates its rights under such mortgage to this Lease.

Landlord shall use commercially reasonable efforts to cause the current mortgagee(s) to enter into a non-disturbance and attornment agreement with Tenant, in the form attached hereto as Exhibit K, with such commercially reasonable changes as Tenant may request, within sixty (60) days of the execution of this Lease.

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If in connection with obtaining financing a bank, insurance company, pension trust or other institutional lender shall request reasonable modifications in this Lease as a condition to such financing, Tenant will not unreasonably withhold, delay or condition its consent thereto, provided that such modifications do not increase the monetary obligations of Tenant hereunder or materially adversely affect the leasehold interest hereby created or Tenant’s rights hereunder.

If Landlord’s interest in property (whether land only or land and buildings) which includes the Premises is acquired by another party and simultaneously leased back to Landlord herein, the holder of the ground lessor’s interest in such lease shall enter into a recognition agreement with Tenant simultaneously with the sale and leaseback, wherein the ground lessor will agree to recognize the right of Tenant to use and occupy the Premises upon the payment of Annual Fixed Rent, Additional Rent and other charges payable by Tenant under this Lease and the performance by Tenant of Tenant’s obligations hereunder, and wherein Tenant shall agree to attorn to such ground lessor as its Landlord and to perform and observe all of the tenant obligations hereunder, in the event such ground lessor succeeds to the interest of Landlord hereunder under such ground lease.

After receiving written notice from any person, firm or other entity that it holds a mortgage which includes the Premises as part of the mortgaged premises, or that it is the ground lessor under a lease with Landlord as ground lessee, which includes the Premises as a part of the leased premises, no notice from Tenant to Landlord shall be effective as to the mortgage holder or ground lessor (but shall be effective against Landlord) unless and until a copy of the same is given to such holder or ground lessor at the address as specified in said notice (as it may from time to time be changed), and the curing of any of Landlord’s defaults by such holder or ground lessor within a reasonable time after such notice (including a reasonable time to obtain possession of the premises if the mortgagee or ground lessor elects to do so) shall be treated as performance by Landlord. For the purposes of this Section 16.14, the term “mortgage” includes a mortgage on a leasehold interest of Landlord (but not one on Tenant’s leasehold interest). If any mortgage is listed on Exhibit I then the same shall constitute notice from the holder of such mortgage for the purposes of this Section 16.14.

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 or ground lease on property which includes the Premises, Tenant agrees:

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Recognizing that Landlord may find it necessary to establish to third parties, such as accountants, banks, potential or existing mortgagees, potential purchasers or the like, the then current status of performance hereunder, Tenant, within ten (10) business days after the request of Landlord made from time to time, will furnish to Landlord, or any existing or potential holder of any mortgage encumbering the Premises, the Office Area or the Project, or any potential purchaser of the Premises, the Office Area, or the Project (each an “Interested Party”) a statement of the status of any matter pertaining to this Lease, including, without limitation, acknowledgments that (or the extent to which) each party is in compliance with its obligations under the terms of this Lease. In addition, Tenant shall deliver to Landlord, or any Interested Party designated by Landlord, financial statements of Tenant, and, if applicable, any guarantor of Tenant’s obligations under this Lease, as reasonably requested by Landlord including, but not limited to, financial statements for the past three (3) years; provided, however, Landlord shall only request such financial statements in connection with a proposed sale of the Project, proposed equity investments in or capitalization of Landlord, or proposed financing transactions, or if there is an Event of Default of Tenant, and in no event shall Landlord make such a request more than once in any twelve (12) month period. The foregoing limitation shall not affect any provision for the delivery of financial statements set forth in Article 12. Any such status statement or financial statement delivered by Tenant pursuant to this Section 16.16 may be relied upon by any Interested Party.

Recognizing that Tenant may find it necessary to establish to third-parties, such as accountants, banks, potential or existing subtenants, potential purchasers or the like, the then current status of performance hereunder, Landlord within ten (10) business days after the request of Tenant made from time to time, will furnish to Tenant, or Tenant’s designee a statement of the status of any matter pertaining to this Lease, including, without limitation, acknowledgements that (or the extent to which) each party is in compliance with its obligations under the terms of the Lease.

If Tenant shall at any time fail to make any payment or perform any act which Tenant is obligated to make or perform under this Lease and (except in the case of emergency) if the same continues unpaid or unperformed beyond applicable grace periods, then Landlord may, but shall not be obligated so to do, after ten (10) days’ notice to and demand upon Tenant, or without notice to or demand upon Tenant in the case of any emergency, and without waiving, or releasing Tenant from, any obligations of Tenant in this Lease contained, make such payment or perform such act which Tenant is obligated

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to perform under this Lease in such manner and to such extent as may be reasonably necessary, and, in exercising any such rights, pay any costs and expenses, employ counsel and incur and pay reasonable attorneys’ fees. All sums so paid by Landlord and all reasonable and necessary costs and expenses of Landlord incidental thereto, together with interest thereon at the annual rate equal to the sum of (a) the Base Rate from time to time announced by Bank of America, N.A. or its successor as its Base Rate and (b) two percent (2%) (but in no event greater than the maximum rate permitted by applicable law), from the date of the making of such expenditures by Landlord, shall be deemed to be Additional Rent and, except as otherwise in this Lease expressly provided, shall be payable to Landlord within thirty (30) days of demand, and if not timely paid shall be added to any rent then due or thereafter becoming due under this Lease, and Tenant covenants to pay any such sum or sums with interest as aforesaid, and Landlord shall have (in addition to any other right or remedy of Landlord) the same rights and remedies in the event of the non-payment thereof by Tenant as in the case of default by Tenant in the payment of Annual Fixed Rent.

Any holding over by Tenant after the expiration of the term of this Lease shall be treated as a tenancy at sufferance and shall be on the terms and conditions as set forth in this Lease, as far as applicable except that Tenant shall pay as a use and occupancy charge an amount equal to (x) the Additional Rent plus 150% the Monthly Fixed Rent for the first thirty (30) days following the expiration of the Lease Term, and (y) the Additional Rent plus 200% of the Monthly Fixed Rent thereafter, and terminating on the day on which Tenant vacates the Premises. In addition, Tenant shall save Landlord, its agents and employees harmless and will exonerate, defend and indemnify Landlord, its agents and employees from and against any and all damages (including all consequential, indirect, and special damages and lost profits; provided, however, that Tenant shall not be liable for such damages during the first thirty (30) days of any holding over period) which Landlord may suffer on account of Tenant’s hold-over in the Premises after the expiration or prior termination of the term of this Lease. Nothing in the foregoing nor any other term or provision of this Lease shall be deemed to permit Tenant to retain possession of the Premises or hold over in the Premises after the expiration or earlier termination of the Lease Term. All property which remains in the Office Area or the Premises after the expiration or termination of this Lease shall be conclusively deemed to be abandoned and may either be retained by Landlord as its property or sold or otherwise disposed of in such manner as Landlord may see fit. If any part thereof shall be sold, then Landlord may receive the proceeds of such sale and apply the same, at its option against the expenses of the sale, the cost of moving and storage, any arrears of rent or other charges payable hereunder by Tenant to Landlord and any damages to which Landlord may be entitled under this Lease and at law and in equity.

Landlord, and its duly authorized representatives, shall, upon reasonable prior notice (except in the case of emergency or for normal cleaning and maintenance operations), have the right to enter the Premises at all reasonable times (except at any time in the case

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of emergency) for the purposes of inspecting the condition of same and making such repairs, alterations, additions or improvements thereto as may be necessary if Tenant fails to do so as required hereunder (but Landlord shall have no duty whatsoever to make any such inspections, repairs, alterations, additions or improvements except as otherwise provided in Sections 4.1, 7.1 and 7. 2 and Exhibit B), and to show the Premises to prospective tenants during the twelve (12) months preceding expiration of the term of this Lease as it may have been extended and at any reasonable time during the Lease Term to show the Premises to prospective purchasers and mortgagees. In addition, upon reasonable prior written notice, Landlord and its agents may, at Landlord’s sole cost and expense, enter the Premises to perform environmental audits, environmental site investigations and environmental site assessments (“Site Assessments”) in, on, under and at the Premises, it being understood that Landlord shall repair any damage arising as a result of the Site Assessments, and such Site Assessments. In connection with the exercise of the foregoing rights of access, Landlord shall permit a representative or agent of Tenant to accompany Landlord in connection with such entry into the Premises; provided, however, in the case of emergency Landlord will notify Tenant of the need for such access so that a representative or agent of Tenant may accompany Landlord if such representative or agent of Tenant is available within a reasonable time frame taking into account the circumstances and context of the emergency situation.

Each and every payment and expenditure, other than Annual Fixed Rent, shall be deemed to be Additional Rent hereunder, whether or not the provisions requiring payment of such amounts specifically so state, and shall be payable, unless otherwise provided in this Lease, within thirty (30) days after written demand by Landlord, and in the case of the non-payment of any such amount, Landlord shall have, in addition to all of its other rights and remedies, all the rights and remedies available to Landlord hereunder or by law in the case of non-payment of Annual Fixed Rent. Unless expressly otherwise provided in this Lease, the performance and observance by Tenant of all the terms, covenants and conditions of this Lease to be performed and observed by Tenant shall be at Tenant’s sole cost and expense. If Tenant has not objected to any statement of Additional Rent which is rendered by Landlord to Tenant within ninety (90) days after Landlord has rendered the same to Tenant, then the same shall be deemed to be a final account between Landlord and Tenant not subject to any further dispute. In the event that Tenant shall seek Landlord’s consent or approval under this Lease, then Tenant shall reimburse Landlord, upon demand, as Additional Rent, for all reasonable costs and expenses, including legal and architectural costs and expenses, incurred by Landlord in processing such request, whether or not such consent or approval shall be given, which shall not exceed $5,000 in any instance.

If Landlord shall not have received any payment or installment of Annual Fixed Rent or Additional Rent for the second time in any calendar year (the “Outstanding Amount”) on or before the expiration of notice and cure periods (the “Due Date”), the amount of such payment or installment shall incur a late charge equal to the sum of: (a) three

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percent (3%) of the Outstanding Amount for administration and bookkeeping costs associated with the late payment and (b) interest on the Outstanding Amount from the Due Date through and including the date such payment or installment is received by Landlord, at a rate equal to the lesser of (i) the rate announced by Bank of America, N.A. (or its successor) from time to time as its prime or base rate (or if such rate is no longer available, a comparable rate reasonably selected by Landlord), plus two percent (2%), or (ii) the maximum applicable legal rate, if any. Such interest shall be deemed Additional Rent and shall be paid by Tenant to Landlord upon demand.

This Lease may be executed in several counterparts, each of which shall be deemed an original, and such counterparts shall constitute but one and the same instrument.

This Lease constitutes the entire agreement between the parties hereto, Landlord’s managing agent and their respective affiliates with respect to the subject matter hereof and thereof and supersedes all prior dealings between them with respect to such subject matter, and there are no verbal or collateral understandings, agreements, representations or warranties not expressly set forth in this Lease. No subsequent alteration, amendment, change or addition to this Lease shall be binding upon Landlord or Tenant, unless reduced to writing and signed by the party or parties to be charged therewith.

Tenant shall neither assert nor seek to enforce any claim for breach of this Lease against any of Landlord’s assets other than Landlord’s interest in the Office Area (including uncollected rent, insurance and condemnation, but subject to the rights of any mortgagee and to Landlord’s right to use any insurance and condemnation proceeds for the purposes of repairing and restoring the Office Area), and Tenant agrees to look solely to such interest for the satisfaction of any liability of Landlord under this Lease, it being specifically agreed that neither Landlord, nor any successor holder of Landlord’s interest hereunder, nor any beneficiary of any Trust of which any person from time to time holding Landlord’s interest is Trustee, nor any such Trustee, nor any member, manager, partner, director or stockholder nor Landlord’s managing agent shall ever be personally liable for any such liability. This paragraph shall not limit any right that Tenant might otherwise have to obtain injunctive relief against Landlord or Landlord’s successors-in-interest, or to take any other action which shall not involve the personal liability of Landlord, or of any successor holder of Landlord’s interest hereunder, or of any beneficiary of any trust of which any person from time to time holding Landlord’s interest is Trustee, or of any such Trustee, or of any manager, member, partner, director or stockholder of Landlord or of Landlord’s managing agent, to respond in monetary damages from Landlord’s assets other than Landlord’s interest in said Office Area, as aforesaid, but in no event shall Tenant have the right to terminate or cancel this Lease or to withhold rent or to set-off any claim or damages against rent as a result of any default by Landlord or breach by Landlord of its covenants or any warranties or promises

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hereunder, except in the case of a wrongful eviction of Tenant from the Premises (constructive or actual) by Landlord continuing after notice to Landlord thereof and a reasonable opportunity for Landlord to cure the same. In no event shall Landlord ever be liable for any indirect or consequential damages or loss of profits or the like. In the event that Landlord shall be determined to have wrongfully withheld any consent or approval under this Lease, the sole recourse and remedy of Tenant in respect thereof shall be to specifically enforce Landlord’s obligation to grant such consent or approval, and in no event shall Landlord be responsible for any damages of whatever nature in respect of its failure to give such consent or approval nor shall the same otherwise affect the obligations of Tenant under this Lease or act as any termination of this Lease.

The relationship of the parties hereto is that of landlord and tenant and no partnership, joint venture or participation is hereby created.

Concurrently with the execution of this Lease, Tenant shall pay to Landlord a security deposit in the amount of One Million Forty-Four Thousand Four Hundred Eighty-Four and 98/100 Dollars ($1,044,484.98) and Landlord shall hold the same, throughout the Term of this Lease (including the Extended Term, if applicable), unless sooner returned to Tenant as provided in this Section 16.26, as security for the performance by Tenant of all obligations on the part of Tenant to be performed under this Lease. Such deposit shall be in the form of an irrevocable, unconditional, negotiable letter of credit (the “Letter of Credit”). The Letter of Credit shall (i) be issued by and drawn on a bank reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from ▇▇▇▇▇’▇ Professional Rating Service, (ii) be substantially in the form attached hereto as Exhibit J, (iii) permit one or more draws thereunder to be made accompanied only by certification by Landlord or Landlord’s managing agent that pursuant to the terms of this Lease, Landlord is entitled to draw upon such Letter of Credit, (iv) permit transfers at any time without charge, (v) permit presentment in Boston, Massachusetts and (vi) provide that any notices to Landlord be sent to the notice address provided for Landlord in this Lease. Landlord hereby agrees that Silicon Valley Bank shall be an approved bank for purposes of this Section 16.26. If the credit rating for the issuer of such Letter of Credit falls below the standard set forth in (i) above or if the financial condition of such issuer changes in any other material adverse way or if any trustee, receiver or liquidator shall be appointed for the issuer, Landlord shall have the right to require that Tenant provide a substitute letter of credit that complies in all respects with the requirements of this Section, and Tenant’s failure to provide the same within thirty (30) days following Landlord’s written demand therefor shall entitle Landlord to immediately draw upon the Letter of Credit. Any such Letter of Credit shall be for a term of two (2) years (or for one (1) year if the issuer thereof regularly and customarily only issues letters of credit for a maximum term of one (1) year) and shall in either case provide for automatic renewals through the date which is sixty (60) days subsequent to the scheduled expiration of this Lease (as the same may be extended). Any failure or refusal of the issuer to honor the

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Letter of Credit shall be at Tenant’s sole risk and shall not relieve Tenant of its obligations hereunder with regard to the security deposit. Upon the occurrence of any Event of Default, Landlord shall have the right from time to time without prejudice to any other remedy Landlord may have on account thereof, to draw on all or any portion of such deposit held as a Letter of Credit and to apply the proceeds of such Letter of Credit or any cash held as such deposit, or any part thereof, to Landlord’s damages arising from such Event of Default on the part of Tenant under the terms of this Lease. If Landlord so applies all or any portion of such deposit, Tenant shall within seven (7) days after notice from Landlord either (a) amend the Letter of Credit or deliver an additional Letter of Credit which satisfies the requirements of this Section 16.26 in the amount so applied or retained such that Landlord shall have a Letter of Credit (or Letters of Credit) in the required security deposit amount on hand at all times during the Term or (b) deposit cash with Landlord in an amount sufficient to restore such deposit to the full amount stated in this Section 16.26. While Landlord holds any cash deposit Landlord shall have no obligation to pay interest on the same and shall have the right to commingle the same with Landlord’s other funds. In the event of a transfer of Landlord’s interest in the Office Area, Landlord shall transfer the Letter of Credit or cash proceeds, as applicable, to the transferee and thereupon Landlord shall without any further agreement between the parties, be released by Tenant from all liability therefor. Neither the holder of a mortgage nor Landlord in a ground lease on property which includes the Premises shall ever 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 or ground Landlord.

Tenant not then being in default and having performed all of its obligations under this Lease, including the payment of all Annual Fixed Rent, Landlord shall promptly return the deposit, or so much thereof as shall not have theretofore been applied in accordance with the terms of this Section 16.26, to Tenant on the expiration or earlier termination of the term of this Lease (as the same may have been extended) and surrender possession of the Premises by Tenant to Landlord in the condition required in the Lease at such time.

This Lease shall be governed exclusively by the provisions hereof and by the law of The Commonwealth of Massachusetts, as the same may from time to time exist.

To induce Landlord to enter into this Lease, Tenant hereby waives any right to trial by jury in any action, proceeding or counterclaim brought by either Landlord or Tenant on any matters whatsoever arising out of or any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the premises and/or any claim of injury or damage, including but not limited to, any summary process eviction action.

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Landlord shall provide building standard signage in the standard graphics for the Office Area listing Tenant on all internal non-electronic directory(ies) for the Office Area. The initial listing of Tenant’s name shall be at Landlord’s expense. Any changes or additions to such director(ies) shall be at Tenant’s cost and expense. Tenant may install signage identifying Tenant, which may include Tenant’s corporate logo and colors, on the entrance door to the Premises and/or within the Premises, which signage shall be subject to Landlord’s approval.

Subject to the terms of this Section 16.30, Tenant shall have the right to install, operate, maintain, repair and replace on the roof of the Office Area a satellite dish or antenna, a generator and air conditioning equipment required for its operations in the Premises, together with access to use of available Office Area shafts, conduits and risers to connect to such equipment (collectively, the “Rooftop Equipment”). There shall be no additional charges or fees payable by Tenant in connection therewith. Tenant shall not install any Rooftop Equipment until Landlord shall have approved the size, location, weight and manner of attachment thereof, such approval not to be unreasonably withheld, conditioned or delayed. Tenant’s rights under this Section 16.30 shall be subject to all of the terms and conditions of this Lease, as well as the following additional conditions:

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Page 81

Landlord shall have the right, upon thirty (30) days’ notice to Tenant, to require Tenant to relocate the Rooftop Equipment to another area on the roof of the Office Area equally suitable for Tenant’s use. In such event, Tenant shall on or before the thirtieth (301h) day after Landlord gives such notice, relocate the Rooftop Equipment and Landlord shall reimburse Tenant for all reasonable costs and expenses incurred by Tenant in connection with said relocation and any resulting relocation of utility lines.

In addition to the indemnification provisions set forth in this Lease (which indemnification provisions shall be applicable to the use by Tenant of the Rooftop Equipment), except to the extent resulting from the negligence or willful misconduct of Landlord or its agents, employees or contractors, Tenant shall, to the maximum extent permitted by law, indemnify, defend, and hold Landlord harmless from any and all claims, losses, demands, actions or causes of actions suffered by any person, firm, corporation, or other entity to the extent that the same arises out of or results from Tenant’s use of the Rooftop Equipment and the rights granted to Tenant and the performance of Tenant’s obligations under this Section 16.30.

[Signatures on following page]

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EXECUTED as a sealed instrument in two or more counterparts by persons or officers hereunto duly authorized on the Date set forth in Section 1.2 above.

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EXECUTED as a sealed instrument in two or more counterparts by persons or officers hereunto duly authorized on the Date set forth in Section 1.2 above.

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EXHIBIT A

▇▇▇▇▇▇▇

LEGAL DESCRIPTION

The Office Unit, Garage Unit, Junior Retail Unit and Residential Unit, as shown on that certain plan of land entitled “▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Amended and Restated Vertical Subdivision Plan of Land in Boston, Massachusetts Suffolk County – Fenway District”, Prepared for ▇▇▇▇▇▇▇ & Associates, Prepared by DGT Survey Group, dated January 21, 2015 and recorded with the Suffolk County Registry of Deeds in Plan Book 2105, Page 23.

Page 1

Exhibit A

EXHIBIT B-1

WORK AGREEMENT

(A)     Tenant shall accept the Premises in their as-is condition without any obligation on the Landlord’s part to perform any additions, alterations, improvements, demolition or other work therein or pertaining thereto. Tenant, at its sole cost and expense, shall perform all work necessary to prepare the Premises for Tenant’s occupancy in accordance with plans and specifications prepared by an architect, licensed by the Commonwealth of Massachusetts and reasonably approved by Landlord, such plans and specifications to be subject to the reasonable approval of the Landlord. Tenant shall submit to Landlord no later than forty-five (45) days after the date of this Lease, a detailed floor plan layout together with working drawings (the “Tenant’s Submission”) for work to be performed by Tenant to prepare the Premises for Tenant’s occupancy (“Tenant’s Work”). Such floor plan layout and working drawings (the “Plans”) shall contain at least the information required by, and shall conform to the requirements of, Exhibit B-2. Provided that the Plans contain at least the information required by, and conform to the requirements of, said Exhibit B-2, Landlord’s approval of the Plans shall not be unreasonably withheld, conditioned or delayed; however, Landlord’s determination of matters relating to aesthetic issues relating to alterations or changes which are visible outside the Premises during daylight hours shall be in Landlord’s sole discretion. Landlord agrees to review and provide comments on the Plans within fifteen (15) business days of receipt. If Landlord disapproves of any Plans, then Tenant shall promptly have the Plans revised by its architect to incorporate all objections and conditions presented by Landlord and shall resubmit such plans to Landlord no later than ten (10) business days after Landlord has submitted to Tenant its objections and conditions. Such process shall be followed until the Plans shall have been approved by the Landlord without objection or condition.

(B)     Once the Plans have been approved by Landlord, Tenant, at its sole cost and expense, shall promptly, and with all due diligence, perform Tenant’s Work as set forth on the Plans, and, in connection therewith, the Tenant shall obtain all necessary governmental permits and approvals for Tenant’s Work. All of Tenant’s Work shall be performed strictly in accordance with the Plans (subject to minor and insubstantial field changes that have no material impact on the structure or building systems of the Office Area and will not delay Tenant’s Work), all applicable Legal Requirements and Insurance Requirements (as defined in Section 9.1 of the Lease) and in accordance with the provisions of Article IX of the Lease. It shall be Tenant’s obligation to obtain a certificate of occupancy or other like governmental approval for the use and occupancy of the Premises to the extent required by law, and Tenant shall not occupy the Premises for the conduct of business until and unless it has obtained such approval and has submitted to Landlord a copy of the same together with waivers of lien from all of Tenant’s contractors in form attached hereto as Exhibit G.

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Exhibit B-1

(A)     Landlord shall provide to Tenant an allowance of $5,302,770.00 (i.e., $165.00 per rentable square foot of the Premises) (the “Allowance”). The Allowance shall be used and applied by Tenant solely on account of the hard and soft costs of Tenant’s Work. “Landlord’s Contribution” shall be equal to the lesser of: (a) the actual cost of Tenant’s Work (the “Cost”) or (b) the Allowance. For purposes of this paragraph, “Cost” shall include all so-called hard and soft costs and expenses, including, without limitation, space planning, permits and approvals, construction documents, demolition, and construction associated with Tenant’s Work, the cost of architectural, engineering and project management fees and the cost of furniture, fixtures and equipment for the Premises. If the Cost of Tenant’s Work exceeds the Allowance, Tenant shall be responsible for the payment of all such excess.

(B)     Provided there shall then exists no Event of Default of Tenant under the Lease at the time that Tenant submits any requisition (“Requisition”) of Landlord’s Contribution, Landlord shall pay the cost of the work shown on each Requisition submitted by Tenant to Landlord within thirty (30) days of submission thereof by Tenant to Landlord. If Landlord declines to fund any Requisition on the basis of an Event of Default under the Lease, provided that the Lease is in full force and effect and Tenant cures such Event of Default in accordance with the terms and conditions of the Lease, then, subject to the provisions set forth herein, Tenant shall have the right to resubmit such declined Requisition, and Landlord shall pay any amounts properly due under such resubmitted Requisition.

(C)     Each Tenant Requisition shall be accompanied by the following: (i) a detailed breakdown of the costs of Tenant’s Work, (ii) a copy of each Application for Payment (substantially on the standard AIA form) from Tenant’s contractor for all contractor charges included in the Requisition, (iii) copies of invoices for any architectural fees and other costs not covered by a contractor’s Application for Payment that are included in the Tenant’s Requisition, (iv) a certification by an appropriate officer of Tenant or by Tenant’s architect that all of the construction work to be paid for with the applicable Requisition has been completed in a good and workmanlike manner, in accordance with Tenant’s Plans, (v) executed waivers of mechanic’s or material supplier’s liens (in the form attached hereto as Exhibit G or as Landlord shall reasonably require) waiving, releasing and relinquishing all liens, claims and rights to lien under applicable laws on account of any labor, materials and/or equipment furnished by any party through the date of Tenant’s Requisition (provided that any such waiver may be conditioned upon receipt of the amount requested for such party in the Tenant’s Requisition), and (vi) a certification by an appropriate officer of Tenant that Tenant has made (or upon receipt of the amount requested in the Tenant’s Requisition shall make) full payment for all of the work and other costs of Tenant’s Work covered by the Requisition.

(D)     Upon the earlier to occur of the date that is (x) fifteen (15) days following Substantial Completion (as hereinafter defined), or (y) the date of submission of a Requisition for the final ten percent (10%) of Landlord’s Contribution (or any portion thereof) (the “Final Requisition”), in addition to delivering the documentation required

Page 2

Exhibit B-1

in subclauses (i) through (vi) above, such Final Requisition shall also be accompanied by all items required to be delivered by Tenant pursuant to Section 9.3 and Exhibit B-2 attached hereto. For the purposes hereof “Substantial Completion” shall mean completed in such a fashion as to enable Tenant, upon furnishing the same, to open for business in the normal course.

(E)     Notwithstanding anything to the contrary herein contained:

(1)     Tenant shall not submit more than one (1) Requisition in any calendar month.

(2)     Except with respect to work and/or materials previously paid for by Tenant, as evidenced by paid invoices and written lien waivers provided to Landlord, Landlord shall have the right with respect to any Tenant contractor or vendor that has filed a lien against the Property for work performed, or claimed to be performed, which has not been discharged or bonded over, to have Landlord’s Contribution paid to both Tenant and such contractor or vendor jointly, or directly to such contractor or vendor.

(3)     Landlord shall have no obligation to pay Landlord’s Contribution in respect of any Requisition submitted after the date which is four (4) months after Tenant’s occupancy of the Premises for the conduct of its business.

(4)     If the cost of Tenant’s Work exceeds the Allowance, Tenant shall be entitled to Landlord’s Contribution in accordance with the terms hereof, but each individual disbursement of Landlord’s Contribution shall be disbursed in the proportion that the Allowance bears to the total cost for Tenant’s Work.

(F)     In the event that such cost of Tenant’s Work is less than the Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under the Lease. Landlord shall be entitled to deduct from Landlord’s Contribution a construction management fee in an amount equal to one and one-half percent (1.5%) of the costs of Tenant’s Work.

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Exhibit B-1

EXHIBIT B-2

▇▇▇ ▇▇▇▇

TENANT PLAN AND WORKING DRAWING REQUIREMENTS

Page 1

Exhibit B-2

Page 2

Exhibit ▇-▇

▇▇▇▇▇▇▇ ▇

▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇

LANDLORD SERVICES

Page 1

Exhibit C

Do all high dusting (not reached in nightly cleaning) quarterly, including the following:

Page 2

Exhibit C-2

EXHIBIT D

FLOOR PLANS

Page 1

Exhibit D

Page 2

Exhibit D

Page 3

Exhibit D

EXHIBIT ▇-▇

▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇

Page 1

Exhibit ▇-▇

▇▇▇▇▇▇▇ ▇-▇

▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ PREMISES

Page 1

Exhibit D-2

EXHIBIT E

DECLARATION AFFIXING THE COMMENCEMENT DATE OF LEASE

THIS AGREEMENT made this              day of                     , 201    , by and between [LANDLORD] (hereinafter “Landlord”) and [TENANT] (hereinafter “Tenant”).

W I T N E S S E T H T H A T:

1.     This Agreement is made pursuant to Section [3.1] of that certain Lease dated [date], between Landlord and Tenant (the “Lease”).

2.     It is hereby stipulated that the Lease Term commenced on [commencement date], (being the “Commencement Date” under the Lease), and shall end and expire on [expiration date], unless sooner terminated or extended, as provided for in the Lease.

WITNESS the execution hereof under seal by persons hereunto duly authorized, the date first above written.

Page 1

Exhibit E

EXHIBIT F

LANDLORD’S WORK

Page 1

Exhibit F

Page 2

Exhibit F

EXHIBIT G

FORMS OF LIEN WAIVERS

CONTRACTOR’S PARTIAL WAIVER AND SUBORDINATION OF LIEN

The undersigned who has a contract with                      for furnishing labor or materials or both labor and materials or rental equipment, appliances or tools for the erection, alteration, repair or removal of a building or structure or other improvement of real property known and identified as located in                      (city or town),                      County,                      and owned by                     , upon receipt of                     

Page 1

Exhibit G

($            ) in payment of an invoice/requisition/application for payment dated                      does hereby:

Signed under the penalties of perjury this              day of             , 20    .

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Exhibit G

SUBCONTRACTOR’S LIEN WAIVER

In consideration of the receipt of the amount of payment set forth above and any and all past payments received from the Contractor in connection with the Project, the undersigned acknowledges and agrees that it has been paid all sums due for all labor, materials and/or equipment furnished by the undersigned to or in connection with the Project and the undersigned hereby releases, discharges, relinquishes and waives any and all claims, suits, liens and rights under any Notice of Identification, Notice of Contract or statement of account with respect to the Owner, the Project and/or against the Contractor on account of any labor, materials and/or equipment furnished through the date hereof.

The undersigned individual represents and warrants that he/she is the duly authorized representative of the undersigned, empowered and authorized to execute and deliver this document on behalf of the undersigned and that this document binds the undersigned to the extent that the payment referred to herein is received.

The undersigned represents and warrants that it has paid in full each and every sub-subcontractor, laborer and labor and/or material supplier with whom undersigned has dealt in connection with the Project and the undersigned agrees at its sole cost and expense to defend, indemnify and hold harmless the Contractor against any claims, demands, suits, disputes, damages, costs, expenses (including attorneys’ fees), liens and/or claims of lien made by such sub-subcontractors, laborers and labor and/or material suppliers arising out of or in any way related to the Project. This document is to take effect as a sealed instrument.

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Exhibit G

Signed under the penalties of perjury as of this          day of                 , 20    .

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Exhibit G

CONTRACTOR’S WAIVER OF CLAIMS AGAINST OWNER AND ACKNOWLEDGMENT OF FINAL PAYMENT

The undersigned being duly sworn hereby attests that when the Final Payment Due as set forth above is paid in full by Owner, such payment shall constitute payment in full for all labor, materials, equipment and work in place furnished by the undersigned in connection with the aforesaid contract and that no further payment is or will be due to the undersigned.

The undersigned hereby attests that it has satisfied all claims against it for items, including by way of illustration but not by way of limitation, items of: labor, materials, insurance, taxes, union benefits, equipment, etc. employed in the prosecution of the work of said contract, and acknowledges that satisfaction of such claims serves as an inducement for the Owner to release the Final Payment Due.

The undersigned hereby agrees to indemnify and hold harmless the Owner from and against all claims arising in connection with its Contract with respect to claims for the furnishing of labor, materials and equipment by others. Said indemnification and hold harmless shall include the reimbursement of all actual attorney’s fees and all costs and expenses of every nature, and shall be to the fullest extent permitted by law.

The undersigned hereby irrevocably waives and releases any and all liens and right of lien on such real property and other property of the Owner for labor or materials, or both labor and materials, or rental equipment, appliances or tools, performed or furnished by the undersigned, and anyone claiming by, through, or under the undersigned, in connection with the Project.

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Exhibit G

The undersigned hereby releases, remises and discharges the Owner, any agent of the Owner and their respective predecessors, successors, assigns, employees, officers, shareholders, directors, and principals, whether disclosed or undisclosed (collectively “Releasees”) from and against any and all claims, losses, damages, actions and causes of action (collectively “Claims”) which the undersigned and anyone claiming by, through or under the undersigned has or may have against the Releasees, including, without limitation, any claims arising in connection with the Contract and the work performed thereunder.

Notwithstanding anything to the contrary herein, payment to the undersigned of the Final Payment Due sum as set forth above, shall not constitute a waiver by the Owner of any of its rights under the contract including by way of illustration but not by way of limitation guarantees and/or warranties. Payment will not be made until a signed waiver is returned to Owner.

The undersigned individual represents and warrants that he/she is the duly authorized representative of the undersigned, empowered and authorized to execute and deliver this document on behalf of the undersigned.

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Exhibit G

Signed under the penalties of perjury as a sealed instrument as of this          day of                                 ,                 .

                                          Corporation

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF SUFFOLK

On this      day of                 , 20    , before me, the undersigned notary public, personally appeared                                         , proved to me through satisfactory evidence of identification, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he/she signed it as                      for                     , a corporation/partnership voluntarily for its stated purpose.

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Exhibit G

EXHIBIT H

BROKER DETERMINATION OF PREVAILING MARKET RENT

Where in the Lease to which this Exhibit is attached provision is made for a Broker Determination of Prevailing Market Rent, the following procedures and requirements shall apply:

Page 1

Exhibit H

Page 2

Exhibit H

EXHIBIT I

LIST OF MORTGAGES

Mortgage and Security Agreement and Absolute Assignment of Leases and Rents from Boylston West LLC to The Northwestern Mutual Life Insurance Company recorded in the Suffolk County Registry of Deeds in Book 51576, Page 148, as affected by First Amendment to Mortgage and Security Agreement and Absolute Assignment of Leases and Rents recorded in the Suffolk County Registry of Deeds in Book 53991, Page 286

Notice Address:

The Northwestern Mutual Life Insurance Company

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: Real Estate Investment Department, Loan No. 339279

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Exhibit I

EXHIBIT J

FORM OF LETTER OF CREDIT

[Letterhead of a money center bank acceptable to Landlord]

[Please note the tenant on this Letter of Credit must match the exact tenant entity in the Lease]

[date]

[LANDLORD ENTITY]

c/o Samuels & Associates

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Gentlemen:

We hereby establish our Irrevocable Letter of Credit and authorize you to draw on us at sight for the account of [Tenant] (“Applicant”), the aggregate amount of [spell out dollar amount] and [    ]/100 Dollars [($                )]. You shall have the right to make partial draws against this Letter of Credit from time to time.

Funds under this Letter of Credit are available to the beneficiary hereof as follows:

Any or all of the sums hereunder may be drawn down at any time and from time to time from and after the date hereof by [Landlord] (“Beneficiary”) when accompanied by this Letter of Credit and a written statement signed by an individual purporting to be an authorized agent of Beneficiary, certifying that such moneys are due and owing to Beneficiary, and a sight draft executed and endorsed by such individual.

This Letter of Credit is transferable in its entirety to any successor in interest to Beneficiary as owner of [Property, Address, City/Town, State]. Should a transfer be desired, such transfer will be subject to the return to us of this advice, together with written instructions. Any fees related to such transfer shall be for the account of the Applicant.

The amount of each draft must be endorsed on the reverse hereof by the negotiating bank. We hereby agree that this Letter of Credit shall be duly honored upon presentation and delivery of the certification specified above.

This Letter of Credit shall expire on [Final Expiration Date].

Notwithstanding the above expiration date of this Letter of Credit, the term of this Letter of Credit shall be automatically renewed for successive, additional one (1) year periods unless, at least sixty (60) days prior to any such date of expiration, the undersigned shall give written notice to Beneficiary, by certified mail, return receipt requested and at the address set forth above or at such other address as may be given to the undersigned by Beneficiary, that this Letter of Credit will not be renewed.

Page 1

Exhibit J

This Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1998 Revision), International Chamber of Commerce Publication 590.

Very truly yours,

[Name of Issuing Bank]

Page 2

Exhibit J

EXHIBIT K

FORM OF

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

RECORDING REQUESTED BY

WHEN RECORDED MAIL TO

The Northwestern Mutual Life Ins. Co.

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇. - ▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇

SPACE ABOVE THIS LINE FOR RECORDER’S USE

NON-DISTURBANCE AND ATTORNMENT AGREEMENT

THIS AGREEMENT is entered into as of                     , 2015, between DECIBEL THERAPEUTICS, INC., a Delaware corporation, whose mailing address is ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇^▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, (“Tenant”), Boylston West LLC, a Delaware limited liability company, whose mailing address is c/o Samuels & Associates, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, (“Borrower”), and THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, a Wisconsin corporation (“Lender”), whose address for notices is ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Real Estate Investment Department, Reference Loan No. 339279.

RECITALS

A.    Tenant is the lessee or successor to the lessee, and Borrower is the lessor or successor to the lessor under a certain Lease, dated             , 2016 (the “Lease”), for the Demised Premises.

B.    Lender has made, or will make, a mortgage loan to be secured by a mortgage, deed to secure a debt or deed of trust from Borrower for the benefit of Lender (as it may be amended, restated or otherwise modified from time to time, the “Lien Instrument”) encumbering the fee title to and/or leasehold interest in the land having a street address of ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇, described in Exhibit A attached hereto and the improvements thereon (collectively, the “Property”), wherein the premises covered by the Lease (the “Demised Premises”) are located.

C.    Borrower and Lender have executed, or will execute, an Absolute Assignment of Leases and Rents (the “Absolute Assignment”), pursuant to which (i) the Lease is assigned to

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Lender and (ii) Lender grants a license back to Borrower permitting Borrower to collect all rents, income and other sums payable under the Lease until the revocation by Lender of such license, at which time all rents, income and other sums payable under the Lease are to be paid to Lender.

D.     Lender has required the execution of this Agreement by Borrower and Tenant as a condition to Lender making the requested mortgage loan or consenting to the Lease.

E.     Tenant acknowledges that, as its consideration for entering into this Agreement, Tenant will benefit by entering into an agreement with Lender concerning Tenant’s relationship with any purchaser or transferee of the Property (including Lender) in the event of foreclosure of the Lien Instrument or a transfer of the Property by deed in lieu of foreclosure (any such purchaser or transferee and each of their respective successors or assigns is hereinafter referred to as “Successor Landlord”).

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Tenant, Borrower and Lender agree as follows:

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2.     The Lease is hereby subordinated in all respects to the Lien Instrument and to all renewals, modifications and extensions thereof, subject to the terms and conditions hereinafter set forth in this Agreement, but Tenant waives, to the fullest extent it may lawfully do so, the provisions of any statute or rule of law now or hereafter in effect that may give or purport to give it any right or election to terminate or otherwise adversely affect the Lease or the obligations of Tenant thereunder by reason of any foreclosure proceeding.

3.     Borrower, Tenant and Lender agree that, unless Lender shall otherwise consent in writing, the fee title to, or any leasehold interest in, the Property and the leasehold estate created by the Lease shall not merge but shall remain separate and distinct, notwithstanding the union of said estates either in Borrower or Tenant or any third party by purchase, assignment or otherwise.

4.     If the interests of Borrower in the Property are acquired by a Successor Landlord:

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The provisions of this paragraph shall be effective and self-operative immediately upon Successor Landlord succeeding to the interests of Borrower without the execution of any other instrument.

5.     Tenant represents and warrants that Tenant, all persons and entities owning (directly or indirectly) an ownership interest in Tenant and all guarantors of all or any portion of the Lease: (i) are not, and shall not become, a person or entity with whom Lender is restricted from doing business with under regulations of the Office of Foreign Assets Control (“OFAC”) of the Department of the Treasury (including, but not limited to, those named on OFAC’s Specially Designated Nationals and Blocked Persons list) or under any statute, executive order (including, but not limited to, the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action; (ii) are not, and shall not become, a person or entity with whom Lender is restricted from doing business under the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 or the regulations or orders thereunder; and (iii) are not knowingly engaged in, and shall not engage in, any dealings or transaction or be otherwise associated with such persons or entities described in (i) and (ii) above.

6.     This Agreement may not be modified orally or in any other manner except by an agreement in writing signed by the parties hereto or their respective successors in interest. In the event of any conflict between the terms of this Agreement and the terms of the Lease, the terms of this Agreement shall prevail. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective heirs, successors and assigns, and shall remain in full force and effect notwithstanding any renewal, extension, increase, or refinance of the indebtedness secured by the Lien Instrument, without further confirmation. Upon recorded satisfaction of the Lien Instrument, this Agreement shall become null and void and be of no further effect.

(Remainder of page intentionally left blank)

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Exhibit K

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

STATE OF                                              )

                    )ss.

COUNTY OF                             )

On this                      day of                    , 20    , before me appeared                                  to me personally known, who being by me duly sworn did say that said                                  is the                                 ; that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was executed in behalf of said corporation and its corporate seal affixed thereto by authority of its Board of                     ; and said                      acknowledged said instrument to be the free act and deed of said corporation.

(Signatures of Borrower and Lender continued on following pages)

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(Signatures continued)