BOSTON, MASSACHUSETTS OFFICE LEASE AGREEMENT BETWEEN GLL 200 STATE STREET, L.P., a Delaware limited partnership (“LANDLORD”) AND PEAR THERAPEUTICS, INC. a Delaware corporation (“TENANT”)

Basic Lease Information.

“Building” shall mean the Office Unit in the commercial condominium located at and known as ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇; and as further defined in Section 2 hereof.

The “Rentable Square Footage of the Building” is the rentable square footage of the Office Unit and is deemed to be 301,896 square feet.

The “Condominium” is that certain commercial condominium known as ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Condominium, created by that certain Master Deed dated June 30, 2005, recorded with the Suffolk County Registry of Deeds at Book 37481, Page 1, as amended and restated by that certain Amended and Restated Master Deed dated April 28, 2006, recorded with the Suffolk County Registry of Deeds at Book 39523, Page 221, as the same may be amended and in effect from time to time. The Office Unit is defined in the Master Deed of the Condominium.

”Premises” shall mean the area shown as the premises on Exhibit A to this Lease. The Premises are located on the 13th floor of the Building. The “Rentable Square Footage of the Premises” is deemed to be 11,733 square feet on the 13th floor. If the Premises include one or more floors in their entirety, all corridors and restroom facilities located on such full floor(s) shall be considered part of the Premises. Landlord and Tenant stipulate and agree that the Rentable Square Footage of the Building and the Rentable Square Footage of the Premises are correct and shall not be remeasured.

“Base Rent”:

Period

Commencement Date to the day prior to Rent Commencement Date

Lease Year 1

Lease Year 2

Lease Year 3

Lease Year 4

Lease Year 5

“Tenant’s Pro Rata Share”: 3.89%

“Base Year” for Taxes: Fiscal Year (defined below) 2018 (i.e., July 1, 2017 to June 30, 2018). “Base Year” for Expenses: calendar year 2018.

“Term”: The Term of this Lease shall be five (5) years and five (5) months and shall commence on the date that is thirty (30) days following the date when Landlord delivers possession of the Premises to Tenant free of all occupants and tenants and in the condition required by Section 3.B, with any Landlord Work (defined in Section 1.P) Substantially Complete (defined in Section 3.A) (the “Commencement Date”) and, unless terminated early in accordance with this Lease, shall end five (5) years following the Rent Commencement Date (the “Termination Date”). The Rent Commencement Date shall be five (5) months following the Commencement Date. If the Rent Commencement Date is not the first day of a calendar month, then the first Lease Year (consisting of the first 12 calendar months following the Rent Commencement Date) and the Term shall be expanded to include the partial month following the Rent Commencement Date so that the first Lease Year shall expire at the end of the 12^th full calendar month following the month in which the Rent Commencement Date occurs. The second and succeeding Lease Years shall be periods of twelve (12) full calendar months following the end of the first Lease Year. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement date letter agreement in the form of Exhibit D attached hereto.

Tenant allowances: N/A

“Security Deposit”: $123,196.50 (representing 2 months rent at $63.00 per rentable square foot).

“Guarantor”: None

“Brokers”: T3 Advisors (Tenant’s broker) and Newmark ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (Landlord’s broker)

“Permitted Use”: general office use, and uses incidental thereto consistent with general business offices in first-class office buildings in downtown Boston, Massachusetts, and for no other purpose.

“Notice Addresses”:

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇^▇▇ ▇▇▇▇▇

▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, CFO

Landlord:

With a copy to:

GLL Real Estate Partners

Colliers International

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: Building Manager

Attention: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇

and

Sherin and Lodgen LLP

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esquire

Rent (defined in Section 4.A) is payable as follows:

By US Mail

▇▇▇▇▇ Fargo Lockbox

GLL ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. - Rent

▇.▇. ▇▇▇ ▇▇▇▇▇

▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

By Wire

▇▇▇▇▇ Fargo Bank

▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇^▇▇ ▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

ABA #: ▇▇▇-▇▇▇-▇▇▇

Account Name: GLL ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ L.P.—Rent

Account # 20000-▇▇▇▇▇▇▇▇

Contact: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

      ▇▇▇-▇▇▇-▇▇▇▇

“Business Day(s)” are Monday through Friday of each week, exclusive of New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day (“Holidays”). Landlord may designate up to 3 additional Holidays, provided that the additional Holidays are commonly recognized by other office buildings in the area where the Building is located.

“Landlord Work” means the upgrade to the HVAC system (see Section 7.A.) that Landlord is obligated to perform in the Premises pursuant to the separate work letter agreement (the “Work Letter”) attached as Exhibit C.

“Law(s)” means all applicable statutes, codes, ordinances, orders, rules and regulations of any municipal or governmental entity.

“Normal Business Hours” for the Building are 8:00 A.M. to 6:00 P.M. on Business Days and 8:00 A.M. to 1:00 P.M. on Saturdays.

Lease Grant.

Possession.

The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed so as to allow Tenant to occupy the Premises other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises.

Subject to Landlord’s obligations to perform Landlord Work and Landlord’s obligations under Section 9.B., Landlord shall deliver the Premises to Tenant (i) broom clean, (ii) free of all the current occupant’s personal effects, (iii) free of all free-standing furniture and equipment other than the furniture and equipment acquired by Tenant and (iv) with all systems serving the Premises in good order and satisfactory condition. In addition, Landlord shall complete any punch list items with respect to the Landlord Work within 30 days of Landlord’s delivery of the Premises. By taking possession of the Premises, Tenant agrees that, except for latent defects and Landlord’s completion of any punch list items for any Landlord Work, the Premises are in good order and satisfactory condition, and that there are no representations or warranties by Landlord regarding the condition of the Premises or the Building, except as specifically set forth in this Lease.

If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease. However, except for the cost of services requested by Tenant (e.g. freight elevator usage after Normal Business Hours, electricity and fire alarm/smoke detector disconnects), Tenant shall not be required to pay Rent for any days of possession before the Rent Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises whether for the purpose of performing improvements or installing furniture, equipment or other personal property or occupying the Premises for its Permitted Use.

Rent.

Payments. As consideration for this Lease, Tenant shall pay Landlord, without any setoff or deduction except to the extent otherwise provided in this Lease, the total amount of Base Rent and Additional Rent due for the Term. “Additional Rent” means all sums (exclusive of Base Rent) that Tenant is required to pay Landlord. Additional Rent and Base Rent are sometimes collectively referred to as “Rent”. Tenant shall pay and be liable for all rental, sales and use taxes (but excluding

Expense Excess and Tax Excess. Tenant shall pay Tenant’s Pro Rata Share of the amount, if any, by which Expenses (defined in Section 4.C.) for each calendar year during the Term exceed Expenses for the Base Year (the “Expense Excess”) and also the amount, if any, by which Taxes (defined in Section 4.D.) for each Fiscal Year during the Term exceed Taxes for the Base Year (the “Tax Excess”). If Expenses and/or Taxes in any calendar year or Fiscal Year decrease below the amount of Expenses and/or Taxes for the Base Year, Tenant’s Pro Rata Share of Expenses and/or Taxes, as the case may be, for that calendar year or Fiscal Year shall be $0. Landlord shall provide Tenant with a good faith estimate of the Expense Excess and of the Tax Excess for each calendar year or Fiscal Year during the Term. On or before the first day of each month, Tenant shall pay to Landlord a monthly installment equal to one-twelfth of Tenant’s Pro Rata Share of Landlord’s estimate of the Expense Excess and one-twelfth of Tenant’s Pro Rata Share of Landlord’s estimate of the Tax Excess. If Landlord determines that its good faith estimate of the Expense Excess or of the Tax Excess was incorrect by a material amount, Landlord may provide Tenant with a revised estimate, as the case may be. After its receipt of the revised estimate, Tenant’s monthly payments shall be based upon the revised estimate. If Landlord does not provide Tenant with an estimate of the Expense Excess by January 1 of a calendar year, or the Tax Excess by the start of each new Fiscal Year, Tenant shall continue to pay monthly installments based on the previous calendar year’s or Fiscal Year’s estimate(s), as the case may be, until Landlord provides Tenant with the new estimate. Upon delivery of the new estimate, an adjustment shall be made for any month for which Tenant paid monthly installments based on the previous calendar or Fiscal Year’s estimate(s). Tenant shall pay Landlord the amount of any underpayment within 30 days after receipt of the new estimate. Any overpayment shall be refunded to Tenant within 30 days or credited against the next due future installment(s) of Rent.

Expenses Defined. “Expenses” means all reasonable and customary costs and expenses incurred in each calendar year in connection with operating, maintaining, repairing, and managing the Building, which shall be calculated in a commercially reasonable manner consistently applied from year to year (including the Base Year), including, but not limited to:

Labor costs, including, wages, salaries, social security and employment taxes, medical and other types of insurance, uniforms, training, and retirement and pension plans, but excluding such labor costs for personnel above the grade of building manager.

Management fees (provided the same are comparable to management fees generally charged for first class office buildings in Boston by third party management companies), the cost of equipping and maintaining a management office (including the fair rental value of said management office), accounting and bookkeeping services, legal fees not attributable to leasing or collection activity, and other administrative costs. Landlord, by itself or through an affiliate, shall have the right to directly perform or provide any services under this Lease (including management services), provided that the cost of any such services shall not exceed the cost that would have been incurred had Landlord entered into an arms-length contract for such services with an unaffiliated entity of comparable skill and experience.

The cost of services, including amounts paid to service providers and the rental and purchase cost of parts, supplies, tools and equipment.

Premiums and deductibles paid by Landlord for insurance, including workers compensation, fire and extended coverage, earthquake, general liability, rental loss, elevator, boiler and other insurance customarily carried from time to time by owners of comparable office buildings.

The costs to operate, repair, maintain and replace all systems and equipment and components of the Building, including the structural portions of the Building, the roof and roof coverings of the Building, the exterior walls and windows and the mechanical, gas, steam, electrical, sanitary, HVAC, elevator, plumbing and life-safety systems of the Building and the costs incurred in connection with the parking garage servicing the Building.

Electrical Costs (defined below) and charges for water, gas, steam and sewer, but excluding those charges for which Landlord is reimbursed by tenants. “Electrical Costs” means: (a) charges paid by Landlord for electricity; and (b) costs incurred in connection with an energy management program for the Property. Electrical Costs shall be adjusted as follows: (i) amounts received by Landlord as reimbursement for above standard electrical consumption shall be deducted from Electrical Costs; (ii) the cost of electricity incurred to provide overtime HVAC to specific tenants (as reasonably estimated by Landlord) shall be deducted from Electrical Costs; and (iii) if Tenant is billed directly for the cost of building standard electricity to the Premises as a separate charge in addition to Base Rent, the cost of electricity to individual tenant spaces in the Building shall be deducted from Electrical Costs.

The amortized cost of capital improvements (as distinguished from replacement parts or components installed in the ordinary course of business) made to the Building which are: (a) performed primarily to reduce operating expense costs of the Building; or (b) required to comply with any Laws that are enacted, or first interpreted to apply to the Building, after the date of this Lease. The cost of capital improvements shall be amortized by Landlord over each improvement’s useful life, as reasonably determined by Landlord in accordance with generally accepted accounting principles consistently applied. The amortized cost of capital improvements may, at Landlord’s option, include actual or imputed interest at the rate that Landlord would reasonably be required to pay to finance the cost of the capital improvement.

Payments, fees or charges assessed to the owner of the Office Unit under the Condominium Documents (including, without limitation, any Condominium Charges, as hereinafter defined) and/or under any easement, license, operating agreement, declaration, restrictive covenant or any instrument pertaining to the sharing of costs by the Office Unit. Whereas the Office Unit is part of the Condominium, Expenses shall include, without limitation, any common area and any other charges and assessments which Landlord is required to pay to the trustees (“Trustees”) of the condominium association of the Condominium (“Condominium Charges”). Condominium Charges include, without limitation, the following costs: all charges and rates connected with water supplied to the Building and related sewer use charges; all charges connected with HVAC supplied to the Building, the cost of labor and material for cleaning the grounds and paved areas of the

Taxes Defined. “Taxes” shall mean: (1) all real estate taxes and other assessments on the Building including, but not limited to, assessments for special improvement districts and building improvement districts, taxes and assessments levied in substitution or supplementation in whole or in part of any such taxes and assessments and the Building’s share of any real estate taxes and assessments under any reciprocal easement agreement, common area agreement or similar agreement as to the Building; (2) all personal property taxes for property that is owned by Landlord and used in connection with the operation, maintenance and repair of the Building; and (3) all reasonable costs and fees incurred in connection with seeking reductions in any tax liabilities described in (1) and (2), including, without limitation, any costs incurred by Landlord for compliance, review and appeal of tax liabilities. Without limitation, Taxes shall not include any income, capital levy, franchise, capital stock, gift, estate or inheritance tax. If a betterment assessment is payable in installments, Taxes for the year shall include the amount of the installment and any interest due and payable during that year. For all other real estate taxes, Taxes for that year shall, at Landlord’s election, include either the amount accrued, assessed or otherwise imposed for the year or the amount due and payable for that year, provided that Landlord’s election shall be applied consistently throughout the Term. If a change in Taxes is obtained for any year of the Term during which Tenant paid Tenant’s Pro Rata Share of any Tax Excess, then Taxes for that year will be retroactively adjusted and Landlord shall provide Tenant with a credit, if any, based on the adjustment. Likewise, if a change is obtained for Taxes for the Base Year, Taxes for the Base Year shall be restated and the Tax Excess for all subsequent years shall be recomputed. Tenant shall pay Landlord the amount of Tenant’s Pro Rata Share of any such increase in the Tax Excess within 30 days after Tenant’s receipt of a statement from Landlord.

Audit Rights. Tenant may, within 90 days after receiving Landlord’s statement of Expenses, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for that calendar year. Within forth-five (45) Business Days after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a licensed CPA firm, or other reasonably qualified third party with expertise in and familiarity with general industry practice with respect to the operation of and accounting for a first class office building, provided said third party is typically not engaged by its clients on a contingency or bonus basis and said third party’s compensation shall in no way be contingent upon or correspond to the financial savings to Tenant resulting from such review. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit, provided, however, that if said audit determines that Expenses for the Building for the year in question were overstated by 5% or more, then Landlord shall reimburse Tenant, within 30 days after receipt of paid invoices from Tenant, for reasonable amounts paid by Tenant to its auditing agent for such audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. Tenant, however, shall always have the right to audit and

Compliance with Laws; Use.

Security Deposit.

Services to be Furnished by Landlord.

Landlord agrees to furnish Tenant with the following services: (1) Water service for use in the lavatories on each floor on which the Premises are located and for use in any kitchenette area approved by Landlord (but Tenant shall be responsible for providing hot water service to any kitchenette area); (2) Heat and air conditioning (“HVAC”) in season during Normal Business Hours, at such temperatures and in such amounts as are standard for comparable buildings or as required by governmental authority. Tenant, upon such advance notice as is reasonably required by Landlord (which in no event shall be greater than 24 hour advance notice), shall have the right to receive HVAC service during hours other than Normal Business Hours. Landlord represents that the current charge for after-hours HVAC is $75.00 per hour per floor. Landlord agrees that any increases in such after-hours HVAC service charge shall be limited to increases in Landlord’s actual, reasonable costs of supplying the after-hours HVAC services. Tenant shall pay Landlord the standard charge for the additional service as reasonably determined by Landlord from time to time; (3) Maintenance and repair of the Building as described in Section 9.B.; (4) Janitor service on Business Days in accordance with the cleaning specifications attached hereto as Exhibit E, or such other reasonably comparable specifications designated by Landlord from time to time. If Tenant’s use, floor covering or other improvements require special services in excess of the standard services for the Building, Tenant shall pay the additional cost attributable to the special services; (5) Elevator service; (6) Electricity to the Premises for general office use, in accordance with and subject to the terms and conditions in Article 10; (7) access to the Building and the Premises (by elevator) for Tenant and its employees 24 hours per day, 7 days per week every day of the year; subject to the terms of the Lease; (8) Security for the Building, including the stationing of security guards in the Building lobby 24 hours per day, 7 days a week; and (9) such other services as Landlord reasonably determines are necessary or appropriate for the Building and that are typical with first class office buildings.

Landlord’s failure to furnish, or any interruption or termination of, services due to the application of Laws, the failure of any equipment, the performance of repairs, improvements or alterations, or the occurrence of any event or cause beyond the reasonable control of Landlord (a “Service Failure”) shall not render Landlord liable to Tenant, constitute a constructive eviction of Tenant, give rise to an abatement of Rent, nor relieve Tenant from the obligation to fulfill any covenant or agreement and Landlord shall use commercially reasonable efforts to correct such Service Failure. However, if the Premises, or a material portion of the Premises, is made untenantable for a period in excess of 4 consecutive Business Days as a result of

Leasehold Improvements.

Repairs and Alterations.

Tenant’s Repair Obligations. Tenant shall, at its sole cost and expense, promptly perform all maintenance and repairs to the Premises that are not Landlord’s express responsibility under this Lease, and shall keep the Premises in good order, condition and repair, damage due to fire, casualty, taking and reasonable wear

Landlord’s Repair Obligations. Landlord shall, consistent with the standards of a first class office building, keep and maintain in good repair and working order and make repairs to and perform maintenance upon: (1) structural elements of the Building; (2) mechanical (including HVAC), electrical, plumbing and fire/life safety systems serving the Building in general; (3) Common Areas; (4) the roof of the Building; (5) exterior windows of the Building; and (6) elevators serving the Building. Landlord shall promptly make repairs (considering the nature and urgency of the repair) for which Landlord is responsible. Landlord shall use commercially reasonable efforts to minimize any disruption to Tenant’s business in performing its repair obligations.

Alterations. Tenant shall not make alterations, additions or improvements to the Premises or install any Cable in the Premises or other portions of the Building (collectively referred to as “Alterations”) without first obtaining the written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed. However, Landlord’s consent shall not be required for any Alteration that satisfies all of the following criteria (a “Cosmetic Alteration”): (1) it is of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (2) it is not visible from the exterior of the Premises or Building; (3) it will not affect the systems or structure of the Building; and (4) it does not require work to be performed inside the walls or above the ceiling of the Premises (other than Cable). However, even though consent is not required, the performance of Cosmetic Alterations shall be subject to all the other provisions of this Section 9.C. Prior to starting work, Tenant shall furnish Landlord with plans and specifications (if and to

Use of Electrical Services by Tenant.

Electricity used by Tenant in the Premises shall be paid for by Tenant by separate charge billed by the applicable utility company and payable directly by Tenant through separate metering currently existing at the Premises. Electrical service to the Premises may be furnished by one or more companies providing electrical generation, transmission and distribution services, and the cost of electricity may consist of several different components or separate charges for such services, such as generation, distribution and stranded cost charges.

Tenant’s use of electrical service shall not exceed, either in voltage, rated capacity or overall load, that which is uniformly applied as standard for the Building. If Tenant requests permission to consume excess electrical service, Landlord may refuse to consent or may condition consent upon conditions that Landlord reasonably elects (including, without limitation, the installation of utility service upgrades, meters, submeters, air handlers or cooling units), and the additional usage (to the extent permitted by Law), installation and maintenance costs shall be paid by Tenant. Landlord shall have the right to separately meter electrical usage for the Premises and to measure electrical usage by survey or other commonly accepted methods.

In order to assist Landlord in complying with any governmental energy reporting requirements for the Building, Tenant, if requested by Landlord, shall provide Landlord with information that relates to Tenant’s separately metered energy use, use of space and operating hours for the Premises and other information reasonably required by Landlord for compliance with said governmental energy reporting requirements, which requests by Landlord Tenant shall endeavor to respond to within thirty (30) days thereafter.

Entry by Landlord.

Assignment and Subletting.

Except in connection with a Permitted Transfer (defined in Section 12.E. below), Tenant shall not assign, sublease, transfer or encumber any interest in this Lease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed if Landlord does not elect to exercise its termination rights under Section 12.B below. Without limitation, it is agreed that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee’s business is not suitable for the Building considering the business of the other tenants and the Building’s prestige, or would result in a violation of another tenant’s rights; (3) the proposed transferee is a governmental agency or occupant of the Building; (4) there is not an existing Event of Default by Tenant under this Lease; (5) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; or (6) Landlord has commenced negotiations with the proposed transferee for other space in the Building, which negotiations commenced prior to and are ongoing at the time of Tenant’s negotiations with such third party. Notwithstanding subsection (3) above, Landlord will not withhold its consent solely because a proposed subtenant or assignee is

As part of its request for Landlord’s consent to a Transfer, Tenant shall provide Landlord with financial statements for the proposed transferee, a complete copy of the letter of intent, term sheet or proposed assignment, sublease and other contractual documents and such other information as Landlord may reasonably request. Landlord shall, by written notice to Tenant within 15 days of its receipt (or 7 Business Days for a sublease of less than 50% of the Premises) of the required information and documentation, either: (1) consent to the Transfer by the execution of a consent agreement in a form reasonably designated by Landlord or reasonably refuse to consent to the Transfer in writing; or (2) exercise its right to terminate this Lease with respect to the portion of the Premises that Tenant is proposing to assign or sublet. Any such termination shall be effective on the proposed effective date of the Transfer for which Tenant requested consent. Tenant shall pay Landlord a review fee of $750.00 for Landlord’s review of any Permitted Transfer or requested Transfer, provided however, that if Landlord’s actual reasonable costs and expenses (including reasonable attorney’s fees) exceed $750.00, Tenant shall reimburse Landlord for its actual reasonable costs and expenses in lieu of a fixed review fee.

Tenant shall pay Landlord 50% of all rent and other consideration which Tenant receives as a result of a Transfer that is in excess of the Rent payable to Landlord for the portion of the Premises and Term covered by the Transfer. Tenant shall pay Landlord for Landlord’s share of any excess within 30 days after Tenant’s receipt of such excess consideration. Tenant may deduct from the excess all reasonable and customary expenses directly incurred by Tenant attributable to the Transfer, including marketing costs, brokerage fees, legal fees, tenant improvement allowances, other reasonable and customary concessions and construction costs, all of which shall be amortized on a straight-line basis without interest over the term of the Transfer and the costs of any services which Tenant shall supply to a subtenant, such as electricity, which are not being supplied by Landlord to Tenant under the Lease. If Tenant is in Monetary Default (defined in Section 19.A. below), Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit against Rent in the amount of any payments received (less Landlord’s share of any excess).

Except as provided below with respect to a Permitted Transfer, if Tenant is a corporation, limited liability company, partnership, or similar entity, and if the entity which owns or controls a majority of the voting shares/rights at any time changes for any reason (including but not limited to a merger, consolidation or reorganization), such change of ownership or control shall constitute a Transfer. The foregoing shall not apply so long as Tenant is an entity whose outstanding stock is listed on a recognized security exchange, or if at least 80% of its voting stock is owned by another entity, the voting stock of which is so listed.

Without the consent of Landlord and without Landlord having any right to recapture all or any portion of the Premises or share in any excess Rent, Tenant may (i) assign its entire interest under this Lease to a successor to Tenant by purchase, merger, consolidation or reorganization or (ii) assign this Lease or sublet any portion of the Premises to any entity which controls Tenant or is controlled by Tenant or is under common control with Tenant, provided that all of the following conditions in either case are satisfied (a “Permitted Transfer”): (1) there is no current Event of Default by Tenant under this Lease; (2) Tenant’s successor under subpart (i) shall own all or substantially all of the assets of Tenant; (3) Tenant’s successor under subpart (i) shall have a net worth which is at least equal to the greater of Tenant’s net worth at the date of this Lease or Tenant’s net worth as of the day prior to the proposed purchase, merger, consolidation or reorganization; (4) the Permitted Use does not allow the Premises to be used for retail purposes; and (5) Tenant shall give Landlord written notice at least 20 days prior to the effective date of the proposed purchase, merger, consolidation or reorganization under subpart (i) or any Transfer under subpart (ii) (provided, however, that, if prohibited by confidentiality requirements in connection with such purchase, merger, consolidation or reorganization, then Tenant shall give Landlord written notice within 10 days after the effective date of such transaction). Tenant’s notice to Landlord shall include information and documentation showing that each of the above conditions has been satisfied. If requested by Landlord, Tenant’s successor shall sign a commercially reasonable form of assumption agreement.

Liens.

Indemnity and Waiver of Claims.

Except to the extent caused by the negligence or willful misconduct of Landlord or any Landlord Related Parties (defined below), Tenant shall indemnify, defend and hold Landlord, its trustees, members, principals, beneficiaries, partners, officers, directors, employees, Mortgagee(s) (defined in Article 26) and agents (“Landlord Related Parties”) harmless against and from all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including, without limitation, reasonable attorneys’ fees and other professional fees (if and to the extent permitted by Law), which may be imposed upon, incurred by or asserted by third parties against Landlord or any of the Landlord Related Parties and arising out of or in connection with (i) any damage or injury occurring in the Premises or (ii) any negligence or willful misconduct (including violations of Law) of Tenant, the Tenant Related Parties (defined below) or any of Tenant’s subtenants, contractors or licensees.

Except to the extent caused by the negligence or willful misconduct of Tenant or any Tenant Related Parties (defined below), Landlord shall indemnify, defend and hold Tenant, its trustees, members, principals, beneficiaries, partners, officers, directors, employees and agents (“Tenant Related Parties”) harmless against and from all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including, without limitation, reasonable attorneys’ fees and other professional fees (if and to the extent permitted by Law), which may be imposed upon, incurred by or asserted by third parties against Tenant or any of the Tenant Related Parties and arising out of or in connection with the negligence or willful misconduct (including violations of Law) of Landlord, the Landlord Related Parties or any of Landlord’s contractors or licensees.

To the extent permitted by Law, except in instances due to Landlord’s negligence or willful misconduct, Landlord and the Landlord Related Parties shall not be liable for, and Tenant waives, all claims for loss or damage to Tenant’s business or loss, theft or damage to Tenant’s Property (defined in Article 15) or the property of any person claiming by, through or under Tenant resulting from: (1) wind or weather; (2) the failure of any sprinkler, heating or air-conditioning equipment, any electric wiring or any gas, water or steam pipes; (3) the backing up of any sewer pipe or downspout; (4) the bursting, leaking or running of any tank, water closet, drain or other pipe; (5) water, snow or ice upon or coming through the roof, skylight, stairs, doorways, windows, walks or any other place upon or near the Building; (6) any act or omission of any party other than Landlord or Landlord Related Parties; and (7) any causes not reasonably within the control of Landlord. Tenant shall insure itself against such losses under Article 15 below.

Insurance.

Subrogation.

Casualty Damage.

If all or any part of the Premises is damaged by fire or other casualty, Tenant shall promptly notify Landlord in writing (which may be satisfied by email to the property manager). During any period of time that all or a material portion of the Premises is rendered untenantable as a result of a fire or other casualty (whether to the Premises or to the Building), the Rent shall ▇▇▇▇▇ for the portion of the Premises that is untenantable and not used for the Permitted Use by Tenant. Landlord shall have the right to terminate this Lease if: (1) the Building shall be damaged so that, in Landlord’s reasonable judgment, substantial alteration or reconstruction of the Building shall be required (whether or not the Premises has been damaged); (2) Landlord is not permitted by Law to rebuild the Building in substantially the same form as existed before the fire or casualty; (3) the Premises have been materially damaged and there is less than 2 years of the Term remaining on the date of the casualty; (4) there is substantial damage to the Building and any Mortgagee requires that all or a material portion of the insurance proceeds be applied to the payment of the mortgage debt; or (5) a material uninsured loss to the Building occurs. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within 60 days after the date of the casualty. If Landlord does not terminate this Lease, Landlord shall commence and proceed with reasonable diligence to repair and restore the Building and the Leasehold Improvements (excluding any Alterations that were performed by Tenant in violation of this Lease). However, in no event shall Landlord be required to spend

If all or any portion of the Premises shall be made untenantable by fire or other casualty (whether to the Premises or to the Building), Landlord shall, with reasonable promptness, cause an architect or general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required to substantially complete the repair and restoration of the Premises and make the Premises tenantable again, using standard working methods (“Completion Estimate”). If the Completion Estimate indicates that the Premises cannot be made tenantable within (a) 210 days from the date of the fire or other casualty or (b) at least one (1) year prior to the end of the Term of this Lease, then regardless of anything in Section 17.A above to the contrary, either party shall have the right to terminate this Lease by giving written notice to the other of such election within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the fire or casualty was caused by the negligence or intentional misconduct of Tenant, Tenant Related Parties or any of the Tenant’s contractors or licensees.

Condemnation.

Events of Default.

Tenant’s failure to pay when due all or any portion of the Rent, if the failure continues for 5 Business Days after written notice to Tenant (“Monetary Default”).

Tenant’s failure to comply with the terms and provisions of Articles 5, 12 or 15 if the failure is not cured within 7 Business Days after written notice to Tenant.

Tenant’s failure (other than a Monetary Default or an Event of Default under Section 19.B) to comply with any term, provision or covenant of this Lease, if the failure is not cured within 30 days after written notice to Tenant. However, if Tenant’s failure to comply cannot reasonably be cured within 30 days, Tenant shall be allowed additional time (not to exceed 60 days) as is reasonably necessary to cure the failure so long as: (1) Tenant commences to cure the failure within 30 days, and (2) Tenant diligently pursues a course of action that will cure the failure and bring Tenant back into compliance with the Lease. However, if Tenant’s failure to comply creates a hazardous condition, the failure must be cured immediately upon notice to Tenant. In addition, if Landlord provides Tenant with notice of Tenant’s failure to comply with any term, provision or covenant of this Lease on 3 occasions during any 12 month period, Tenant’s subsequent violation of any term, provision or covenant of this Lease shall, at Landlord’s option, be an incurable Event of Default by Tenant.

Tenant or any Guarantor becomes insolvent, makes a transfer in fraud of creditors or makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts when due.

The leasehold estate is taken by process or operation of Law.

Remedies.

Upon an Event of Default by Tenant which is continuing, Landlord shall have the right without notice or demand (except as provided in Article 19) to pursue any of its rights and remedies at Law or in equity, including any one or more of the following remedies:

Terminate this Lease by notice in writing to Tenant, in which case Tenant shall immediately surrender the Premises to Landlord. If Tenant fails to surrender the Premises, Landlord may, in compliance with applicable Law and without prejudice to any other right or remedy, seek a summary process judgment to enter upon and take possession of the Premises and expel and remove Tenant, Tenant’s Property and any party occupying all or any part of the Premises. Tenant shall pay Landlord on demand the amount of all past due Rent and other losses and damages which Landlord may suffer as a result of Tenant’s default, whether by Landlord’s inability to relet the Premises on satisfactory terms or otherwise, and any deficiency that may arise from reletting or the failure to relet the Premises.

Following termination of this Lease, Landlord shall use commercially reasonable efforts to relet all or any part of the Premises, without notice to Tenant, for a term that may be greater or less than the balance of the Term and on such conditions (which may include concessions, free rent and alterations of the Premises) and for such uses as Landlord in its absolute discretion shall determine. The foregoing obligation to use commercially reasonable efforts shall not apply if Landlord seeks liquidated damages under Sections 20.A.3 or 20.A.4. Landlord may collect and receive all rents and other income from the reletting which (less Landlord’s Costs of Reletting, as hereinafter defined) shall be credited against Rent otherwise payable by Tenant hereunder. Notwithstanding the termination of this Lease, Tenant shall remain liable to Landlord for the Rent as it becomes due under this Lease subsequent to its termination and Tenant shall pay Landlord on demand all past due Rent and any deficiency arising from the reletting or failure to relet the Premises. Provided Landlord has used commercially reasonable efforts, Landlord shall not be responsible or liable for the failure to relet all or any part of the Premises or for the failure to collect any Rent. The re-entry or taking of possession of the Premises shall not be construed as an election by Landlord to terminate this Lease unless a written notice of termination is given to Tenant. “Costs of Reletting” shall include all costs and expenses incurred by Landlord in reletting or attempting to relet the Premises, including, without limitation, reasonable legal fees, brokerage commissions, the cost of alterations and the value of other concessions or allowances granted to a new tenant.

In lieu of calculating damages under Sections 20.A.1 or 20.A.2 above, Landlord may elect by written notice to Tenant at any time following a termination of this Lease to receive as liquidated damages the sum of (a) all Rent accrued through the later of the date of termination of this Lease or date of Landlord’s election, and (b) an amount equal to the total Rent that Tenant would have been required to pay for the remainder of the Term following the date of Landlord’s election discounted to present value at the Prime Rate (defined in Section 20.B. below) then in effect, minus the then present fair rental value of the Premises for the remainder of the Term, similarly discounted, after deducting all anticipated Costs of Reletting.

In lieu of any other damages or indemnity and in lieu of full recovery by Landlord of all sums payable under the other provisions of this Section, Landlord may, by written notice to Tenant, at any time after termination of this Lease elect to recover, and Tenant shall thereupon pay, Liquidated Damages. “Liquidated Damages” shall be equal to (a) the Base Rent and accrued in the six (6) months next following such termination (but not more that the Base Rent due for the then remainder of the Lease Term); plus (b) the amount of Rent of any kind accrued and unpaid at the time of termination. Nothing contained in this Lease shall, however, limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy or insolvency by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to, or less than the amount of the loss or damages referred to above.

Unless expressly provided in this Lease, the termination and repossession or re-entering of all or any part of the Premises shall not relieve Tenant of its liabilities and obligations under the Lease. Except as set forth above in this Article 20, no right or remedy of Landlord shall be exclusive of any other right or remedy. Except as set forth above in this Article 20, each right and remedy shall be cumulative and in addition to any other right and remedy now or subsequently available to Landlord at Law or in equity. If Landlord declares an Event of Default by Tenant, Landlord shall be entitled to receive interest on any unpaid item of Rent at a rate equal to the Prime Rate plus 4%. For purposes hereof, the “Prime Rate” shall be the per annum interest rate publicly announced as its prime or base rate by a federally insured bank selected by Landlord in the state in which the Building is located. Forbearance by Landlord to enforce one or more remedies shall not constitute a waiver of any default.

Limitation Of Liability.

No Waiver.

Quiet Enjoyment.

[Intentionally Omitted]

Holding Over.

Subordination to Mortgages; Estoppel Certificate.

Attorneys’ Fees.

Notice.

Excepted Rights.

Surrender of Premises.

Miscellaneous.

This Lease and the rights and obligations of the parties shall be interpreted, construed and enforced in accordance with the Laws of the state in which the Building is located and Landlord and Tenant hereby irrevocably consent to the jurisdiction and proper venue of such state. If any term or provision of this Lease shall to any extent be invalid or unenforceable, the remainder of this Lease shall not be affected, and each provision of this Lease shall be valid and enforced to the fullest extent permitted by Law. The headings and titles to the Articles and Sections of this Lease are for convenience only and shall have no effect on the interpretation of any part of this Lease.

Tenant shall not record this Lease or any memorandum or notice without Landlord’s prior written consent; provided, however, Landlord agrees to execute and to consent to the recordation or registration of a memorandum or notice of this Lease, at Tenant’s cost and expense (and in a form reasonably satisfactory to Landlord), if the initial term of this Lease or the initial term plus any renewal terms granted exceed, in the aggregate, 7 years. If this Lease is terminated before the Term expires, upon Landlord’s request the parties shall execute, deliver and record an instrument acknowledging the above and the date of the termination of this Lease.

Landlord and Tenant hereby waive any right to trial by jury in any proceeding based upon a breach of this Lease.

Whenever a period of time is prescribed for the taking of an action by Landlord or Tenant, the period of time for the performance of such action shall be extended by the number of days that the performance is actually delayed due to strikes, acts of God, shortages of labor or materials, war, civil disturbances and other causes beyond the reasonable control of the performing party (“Force Majeure”). However, events of Force Majeure shall not extend any period of time for the payment of Rent or other sums payable by either party or any period of time for the written exercise of an option or right by either party.

Landlord shall have the right to transfer and assign, in whole or in part, all of its rights and obligations under this Lease and in the Building referred to herein, and upon such transfer Landlord shall be released from any obligations arising or accruing after such transfer, and Tenant agrees to look solely to the successor in interest of Landlord for the performance of such obligations.

Each party represents that it has dealt directly with and only with the Brokers as a broker in connection with this Lease. Tenant shall indemnify and hold Landlord and the Landlord Related Parties harmless from all claims of any other brokers claiming to have represented Tenant in connection with this Lease. Landlord

Tenant covenants, warrants and represents that: (1) each individual executing, attesting and/or delivering this Lease on behalf of Tenant is authorized to do so on behalf of Tenant; (2) this Lease is binding upon Tenant; and (3) Tenant is a duly organized and legally existing corporation in the state of its organization and is qualified to do business in the state in which the Premises are located. If there is more than one Tenant, or if Tenant is comprised of more than one party or entity, the obligations imposed upon Tenant shall be joint and several obligations of all the parties and entities. Notices, payments and agreements given or made by, with or to any one person or entity shall be deemed to have been given or made by, with and to all of them. Landlord covenants, warrants and represents that (1) each individual executing, attesting and/or delivering this Lease on behalf of Landlord is authorized to do so on behalf of Landlord; (2) this Lease is binding upon Landlord; (3) Landlord is duly organized and legally existing in the state of its organization and is qualified to do business in the state in which the Premises are located; and (4) Landlord is the record owner in fee title to the Building.

Time is of the essence with respect to Tenant’s exercise of any expansion, renewal or extension rights granted to Tenant. This Lease shall create only the relationship of landlord and tenant between the parties, and not a partnership, joint venture or any other relationship. This Lease and the covenants and conditions in this Lease shall inure only to the benefit of and be binding only upon Landlord and Tenant and their permitted successors and assigns.

The expiration of the Term, whether by lapse of time or otherwise, shall not relieve either party of any obligations which accrued prior to or which may continue to accrue after the expiration or early termination of this Lease. Without limiting the scope of the prior sentence, it is agreed that Tenant’s obligations under Sections 4.A and 4.B. and Articles 8, 14, 20, 25 and 30, as well as Sections 31.F and 31.N, shall survive the expiration or early termination of this Lease.

Submission of this Lease by Landlord is not an offer to enter into this Lease but rather is a solicitation for such an offer by Tenant. Landlord shall not be bound by this Lease until Landlord has executed and delivered the same to Tenant. Tenant agrees that its execution of this Lease constitutes a firm offer to enter the same, which may not be withdrawn for a period of 20 days after delivery to Landlord (or such other period as may be expressly provided in any other agreement signed by the parties).

All understandings and agreements previously made between the parties are superseded by this Lease, and neither party is relying upon any warranty, statement or representation not contained in this Lease. This Lease may be modified only by a written agreement signed by Landlord and Tenant.

Tenant, within 15 days after request, shall provide Landlord with Tenant’s most recent financial statement if Landlord is requested to produce the information in connection with a proposed financing or sale of the Building but such request shall not be made by Landlord more frequently than once every calendar year and only in connection with a proposed financing or sale of the Building. Upon written request by Tenant, Landlord shall enter into a commercially reasonable confidentiality agreement covering any confidential information that is disclosed by Tenant.

Failure by Landlord to observe any of its obligations under this Lease will constitute a default only if such failure continues for a period of thirty (30) days (and if such default cannot reasonably be cured in such period of time such additional time as may be reasonably necessary for Landlord to remedy such failure provided Landlord is diligently attempting to cure such default and such default can reasonably be cured) after Landlord receives written notice of such failure from Tenant, setting forth in reasonable detail the nature and extent of Landlord’s failure and identifying the provisions of this Lease alleged to have been violated.

Should Tenant bring use, store or treat any Hazardous Materials (as hereinafter defined) in or upon the Premises, Tenant shall comply with all Environmental Regulations (as hereinafter defined) which regulate, govern or impact Tenant’s possession, use, storage, treatment or disposal of said Hazardous Materials. Tenant shall indemnify and hold Landlord harmless from all claims, liens, losses, damages and expenses, including without limitation reasonable attorneys’ fees and expenses, resulting from any release of Hazardous Materials at the Premises in violation of Environmental Regulations caused by Tenant. The obligations of Tenant under this Section 31.N shall survive the termination of this Lease. As used in this Lease, the term “Environmental Regulations” shall mean all applicable environmental laws, rules, regulations and orders regulating the presence or release of Hazardous Materials of any applicable governmental authority having jurisdiction over the Premises. As used in this Lease, the term “Hazardous Materials” shall mean any hazardous, toxic or radioactive substance, material, matter or waste which is or becomes regulated by any Environmental Regulation, and shall include asbestos, petroleum products and the terms “Hazardous Substance” and “Hazardous Waste” as defined in the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) as amended, 42 U.S.C. § 9601 et seq., the Resource Conservation and Recovery Act (“RCRA”), as amended, 42. U.S.C. § 6901 et seq., and all environmental protection statutes of the state and municipality in which the Premises are located.

Each party represents and warrants that neither it nor any of its affiliates, nor any of its respective partners, members, shareholders or other equity owners, and none of its respective employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC“) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including 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 and is not and will not transfer this Lease to, contract with or otherwise engage in any dealings or transactions or be otherwise associated with such persons or entities.

Landlord shall provide and maintain in the main lobby of the Building an alphabetical directory board or other directory device listing all tenants in the Building, including Tenant, and Landlord shall provide and maintain directory signage for Tenant in the elevator lobby of the 13^th floor. Tenant shall be responsible for any signage at the entrance to the Premises, subject to Landlord’s reasonable approval.

Landlord shall provide Tenant with access to the Premises 24 hours a day, 7 days a week, subject to Landlord’s security requirements both during and after Normal Business Hours. Landlord shall provide on-site security, including the stationing of security guards in the main lobby of the Building 24 hours a day, 7 days a week. Tenant may install a compatible security card system to the Premises subject to Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed.

The Building’s current telecommunication providers include Comcast, Verizon, Cogent, XO Communications, AT&T and RCN cable.

Any legal action or proceeding with respect to this Lease shall be brought by Landlord or Tenant in any state court in Suffolk County, Massachusetts. By its execution and delivery of this Lease, Tenant and any Tenant Related Parties submit and accept, for themselves and their property, generally and unconditionally the jurisdiction of the Suffolk County state courts. Tenant and any Tenant Related Parties waive any claim that the Commonwealth of Massachusetts is not a convenient forum or the proper venue for any such action or proceeding.

This Lease may be executed in counterparts and shall constitute an agreement binding on all parties notwithstanding that all parties are not signatories to the original or the same counterpart provided that all parties are furnished a copy or copies thereof reflecting the signature of all parties. Transmission of a facsimile or by email of a pdf copy of the signed counterpart of the Lease shall be deemed the equivalent of the delivery of the original, and any party so delivering a facsimile or pdf copy of the signed counterpart of the Lease by email transmission shall in all events deliver to the other party an original signature promptly upon request.

Entire Agreement.

This Work Letter shall set forth the obligations of Landlord and Tenant with respect to the improvements to be performed with respect to the Premises for Tenant’s use.

In order to upgrade the existing HVAC system for the Premises, Landlord, at its sole cost and expense, shall replace the existing 19 VAV boxes with 19 ▇▇▇▇▇ fan-powered terminal boxes (“FPTs”) and shall connect such terminal boxes to the Building energy management system, which is a direct digital control system. The foregoing includes demolition of the existing pneumatic controls and installation of new DDC controls/control wiring by ENE for the new (19) FPT’s and the existing single duct VAV terminal boxes as well as balancing the new HVAC system. The Landlord Work shall be done in a good and workmanlike manner in compliance with all applicable Laws and insurance requirements. Landlord will cause the Landlord Work to be performed in accordance with the construction standard procedures and specifications for the Building and using the standard materials currently in use by Landlord for the Building.

All improvements described in this Work Letter to be constructed in and upon the Premises by Tenant are hereinafter referred to as the “Tenant Work”. It is agreed that construction of the Tenant Work will be completed at Tenant’s sole cost and expense and in accordance with the requirements set forth herein.

Tenant Work shall be done in a good and workmanlike manner in compliance with all applicable Laws and insurance requirements. Tenant will cause the Tenant Work to be performed in accordance with the construction standard procedures and specifications for the Building and using the standard materials and finishes currently in use by Landlord for the Building.

Tenant, following the delivery of the Premises by Landlord and the full and final execution and delivery of the Lease to which this Exhibit is attached and all prepaid rental required under such agreement shall have the right to perform the Tenant Work. Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform the Tenant Work in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 9.C of the Lease including, without limitation, approval by Landlord (not to be unreasonably withheld or delayed) of the final plans for the Tenant Work and the contractors to be retained by Tenant to perform the Tenant Work. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with Law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s approval of the contractors to perform the Tenant Work shall not be unreasonably withheld, conditioned or delayed. The parties agree that Landlord’s approval of the general contractor to perform the Tenant Work shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded

Upon completion of the Tenant Work, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Tenant Work, and (5) the certification of Tenant’s architect that the Tenant Work has been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable Laws, codes and ordinances.

Tenant

Address:

Office Lease dated                ___, 2018 between GLL ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, L.P., a Delaware limited partnership (“Landlord”), and Pear Therapeutics, Inc., a Delaware corporation (“Tenant”), concerning the 13^th floor of the office building located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (the “Lease”)

By:                                         

        ▇▇▇▇▇▇ ▇▇▇▇, Vice President

Pear Therapeutics, Inc.

a Delaware corporation

Empty all waste receptacles and recycling receptacles in individual offices and cubicles, and return to proper locations with liners.

Sweep and dust mop all uncarpeted areas.

Vacuum all rugs and carpeted areas.

Dust all horizontal surfaces or furniture and equipment within normal reach.

Clean and sanitize all drinking fountains and water coolers.

Remove fingermarks from glass doors.

Wipe clean all brass and other metal surfaces within normal reach.

All lights turned off and doors locked after cleaning.

Dust and wipe down all kitchenette countertops. Sweep and mop all kitchenette floors.

Remove all fingermarks from doors, door jambs, and light switches.

Edge vacuum all edges in office areas.

Sweep and mop floors.

Clean and sanitize all floors, toilet seats, bowls, urinals and fixtures.

Clean all mirrors and shelves.

Refill dispensers, soap dispensers, tissue/toilet paper/paper towel holders; and sanitary napkin and tampon dispensers, materials to be furnished by Landlord

Empty paper towel receptacles and replace liners as needed.

Dust all partitions.

Wash all partitions, dispensers, and splash areas.

Dust all light fixtures and ventilating grilles.

Machine scrub lavatory floors.

Wash all tile walls and partitions.

Window washing services in a manner consistent with other comparable buildings in downtown Boston, but no less than twice annually.

PARKING.

During the Term of the Lease, Landlord agrees to lease to Tenant a total of 4 unreserved parking spaces (the “Spaces”) in the Building garage (“Garage”) for the use of Tenant and its employees. No deductions or allowances shall be made for days when Tenant or any of its employees does not utilize the parking facilities or for Tenant utilizing less than all of the Spaces. Tenant shall not have the right to lease or otherwise use more than the number of reserved and unreserved Spaces set forth above, but Landlord shall make additional spaces available to Tenant on a monthly tenant-at-will basis.

During the Term of the Lease, Tenant shall pay Landlord, as Additional Rent in accordance with Article IV of the Lease, the then current rate for parking in the Garage, as such rates may be adjusted from time-to-time to reflect the then current rate for parking in the Garage, plus applicable tax thereon, if any, for each unreserved Space leased by Tenant hereunder. The current rate for parking is $520.00 per space, per month.

Except for particular spaces and areas designated by Landlord for reserved parking, all parking in the Garage shall be on an unreserved, first-come, first-served basis.

Landlord shall not be responsible for money, jewelry, automobiles or other personal property lost in or stolen from the Garage regardless of whether such loss or theft occurs when the Garage or other areas therein are locked or otherwise secured. Except as caused by the negligence or willful misconduct of Landlord, Landlord shall not be liable for any loss, injury or damage to persons using the Garage or automobiles or other property therein, it being agreed that, to the fullest extent permitted by Law, the use of the Spaces shall be at the sole risk of Tenant and its employees.

Landlord shall have the right from time to time to promulgate reasonable rules and regulations regarding the Garage, the Spaces and the use thereof, including, but not limited to, rules and regulations controlling the flow of traffic to and from various parking areas, the angle and direction of parking and the like. Tenant shall comply with and cause its employees to comply with all such rules and regulations as well as all reasonable additions and amendments thereto.

Tenant shall not store or permit its employees to store any automobiles in the Garage without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Except for emergency repairs, Tenant and its employees shall not perform any work on any automobiles while located in the Garage. If it is necessary for Tenant or its employees to leave an automobile in the Garage overnight, Tenant shall provide Landlord with prior notice thereof designating the license plate number and model of such automobile.

Landlord shall have the right to temporarily close the Garage or certain areas therein in order to perform necessary repairs, maintenance and improvements to the Garage.

Tenant shall not assign or sublease any of the Spaces (except in connection with a Permitted Transfer, as defined in Section 12.E of the Lease, or other assignment or sublease made with the consent of Landlord) without the consent of Landlord. Landlord shall have the right to terminate Tenant’s parking rights with respect to any Spaces that Tenant sublets or assigns in violation of the foregoing sentence.

Landlord may elect to provide parking cards or keys to control access to the Garage. In such event, Landlord shall provide Tenant with one card or key for each Space that Tenant is leasing hereunder, provided that Landlord shall have the right to require Tenant or its employees to place a deposit on such access cards or keys and to pay a fee for any lost or damaged cards or keys.

Landlord hereby reserves the right to enter into a management agreement or lease with an entity for the Garage (“Garage Operator”). In such event, Tenant, upon request of Landlord, shall enter into a parking agreement with the Garage Operator and pay the Garage Operator the monthly charge established hereunder, and Landlord shall have no liability for claims arising through acts or omissions of the Garage Operator unless caused by Landlord’s negligence or willful misconduct. It is understood and agreed that the identity of the Garage Operator may change from time to time during the Term. In connection therewith, any parking lease or agreement entered into between Tenant and a Garage Operator shall be freely assignable by such Garage Operator or any successors thereto.

RIGHT OF FIRST OFFER.

Landlord hereby grants to Tenant the one-time option to lease, upon the terms and conditions hereinafter set forth, any rentable space on the twelfth (12^th) and thirteenth (13^th) floor of the Building (the “Offer Space”) which becomes available for leasing (as determined in accordance with paragraph (B) below) during the Offer Period (hereinafter defined), prior to entering into a lease for such space with another party.

The Offer Space shall be deemed to be “available for leasing” when Landlord is prepared to offer to lease the Offer Space to any party other than the current occupant of the Offer Space or the following current tenant of the Building with existing rights to lease such space: TIFF Advisory Services, Inc. with respect to any rentable space on the thirteenth (13^th) floor.

Prior to Landlord’s marketing the Offer Space that is available for leasing during the Offer Period, Landlord shall give Tenant a written notice (the “Offer Notice”) setting forth (i) the location, (ii) the rentable area, (iii) the rental rate, (iv) all other material economic terms and (v) the anticipated availability date (the “Offer Space Commencement Date”).

Tenant’s right to lease the Offer Space shall be exercisable by written notice (the “Acceptance Notice”) from Tenant to Landlord delivered not later than ten (10) Business Days after the Offer Notice is delivered to Tenant, time being of the essence. Tenant may not elect to lease less than the entire portion of Offer Space

Tenant’s right to lease Offer Space is subject to the following additional terms and conditions:

This Lease must be in full force and effect on the date on which Tenant exercises its option of first offer to lease Offer Space and on the Offer Space Commencement Date;

No Event of Default by Tenant exists under this Lease, either on the date Tenant exercises its option to lease Offer Space or on the Offer Space Commencement Date, unless Landlord, in its sole and absolute discretion, agrees in writing to permit Tenant to lease such Offer Space notwithstanding such default; and

Tenant shall not have assigned this Lease and shall not have sublet any portion of the Premises (except in connection with a Permitted Transfer).

If Tenant has validly exercised its option to lease the Offer Space, then effective as of the Offer Space Commencement Date, the Offer Space shall be included in the Premises, subject to all of the terms, conditions and provisions of this Lease except that:

The Rentable Area in the Premises shall be increased by the number of square feet of rentable area in the Offer Space and such Rentable Area in the Premises, as so increased, shall be used in calculating the increases in Tenant’s Pro Rata Share;

The Annual Base Rent for the Offer Space shall be the Annual Base Rent per Rentable Square Foot specified in the Offer Notice;

The Lease Term with respect to the Offer Space shall commence on the Offer Space Commencement Date and shall expire simultaneously with the expiration or earlier termination of the Lease Term, including any extension or renewal thereof; and

The Offer Space shall be rented in its “as is” condition as of the Offer Space Commencement Date, without representation or warranty by Landlord or any other party acting on behalf of Landlord and in no event shall Landlord have any obligation to perform any work to the Offer Space for use or occupancy by Tenant or provide Tenant any allowance therefor, except to the extent otherwise set forth in the Offer Notice.

If Landlord fails to deliver possession on the Offer Space Commencement Date of the Offer Space because of any act or occurrence beyond the reasonable control of Landlord, then Landlord shall not be subject to any liability for failure to deliver possession, and such failure to deliver possession shall not affect either the validity of the Lease or the obligations of either Landlord or Tenant thereunder or be construed to extend the expiration of the Lease Term either as to the Offer Space or the balance of the Premises; provided, however, that under such circumstances, (i) Landlord shall make reasonable efforts to obtain possession of such portion of the Offer Space and (ii) Rent shall not commence as to such portion of the Offer Space until Landlord is able to deliver possession thereof to Tenant.

Upon the valid exercise by Tenant of its option to lease Offer Space, Landlord and Tenant shall promptly enter into a written amendment to this Lease reflecting the terms, conditions and provisions applicable to such portion of the Offer Space, as determined in accordance herewith.

In the event any portion of the Offer Space is leased to Tenant other than pursuant to the right of first offer described herein, such portion of the Offer Space shall thereupon be deleted from the Offer Space.

As used herein, the term “Offer Period” shall mean the period commencing on the date of this Lease and expiring on the date which is twenty-four (24) months prior to the Termination Date, provided, however, that Tenant’s rights to the Offer Space shall expire with respect to any portion of the Offer Space once the said portion is leased to a third party.

PRE-CONDITION TO VAILIDITY OF THIS LEASE.