Common use of Prime Lease Clause in Contracts

Prime Lease. 2.2.1 Sublessor hereby represents and warrants that: (i) Sublessor is lessee under the Prime Lease; (ii) the Prime Lease is in full force and effect, Sublessor has submitted to Sublessee a true and complete copy of the Prime Lease and the Prime Lease has not been modified except as set forth in Section 1.1 hereof; (iii) Sublessor has not received any notice of default on the part of Sublessor as tenant under the Prime Lease which has not been cured, nor has Sublessor given Prime lessor notice of any default on the part of Prime Lessor as landlord under the Prime Lease which has not been cured, nor does Sublessor have any knowledge of any default by either party under the Prime Lease; and (iv) Sublessor has not received any notice or complaint that any portion of the Premises built out or otherwise improved by Sublessor fails to comply with the physical accessibility requirements of the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "as is" without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth in the Technology Agreement) and with Sublessee's ability to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portion.

Prime Lease. 2.2.1 Sublessor hereby represents Subtenant agrees that it will do nothing in, on or about the Subleased Premises which would result in the breach by Sublandlord of its undertakings and warrants that: (i) Sublessor is lessee obligations under the Prime Lease; (ii) . Except as expressly set forth herein, the Prime Lease is Sublease shall be subject to and on all of the terms and conditions as are contained in full force and effect, Sublessor has submitted to Sublessee a true and complete copy of the Prime Lease and the Prime Lease has not been modified except as set forth in Section 1.1 hereof; (iii) Sublessor has not received any notice provisions of default on the part of Sublessor as tenant under the Prime Lease which has not been curedare hereby incorporated into this Sublease as if Sublandlord were the landlord thereunder and Subtenant the tenant thereunder. Where appropriate, nor has Sublessor given Prime lessor notice of any default on the part of Prime Lessor as landlord under references to "Landlord" in the Prime Lease shall be deemed to mean "Sublandlord" hereunder and references to "Tenant" in the Prime Lease shall be deemed to mean "Subtenant" hereunder, it being understood and agreed that Sublandlord will not be acting as, or assuming any of the responsibilities of Prime Landlord, and all references in the Prime Lease to Landlord-provided services or Landlord insurance requirements, and any other references which has by their nature relate to the owner or operator of the Subleased Premises, rather than to a tenant of the Subleased Premises subleasing space to a subtenant shall continue to be references to Prime Landlord and not been curedto Sublandlord. Without limiting the foregoing, nor Subtenant expressly agrees that it does Sublessor not have any knowledge of any default by right to expand the premises or extend the term under either party under the Prime Lease; and (iv) Sublessor has not received any notice Sublease or complaint that any portion of the Premises built out or otherwise improved by Sublessor fails to comply with the physical accessibility requirements of the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also warrants that it is satisfied not entitled to any expenditure or allowance by Sublandlord or Prime Landlord with respect to improvements to the present condition of the Premises (which Sublessee takes "as is" without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use Subleased Premises, except as otherwise specifically expressly set forth in the Technology Agreement) and with Sublessee's ability to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portionherein.

Prime Lease. 2.2.1 Sublessor hereby represents (a) It is understood that Sublandlord is a sublandlord and warrants that Sublandlord grants this Sublease under and by virtue of its rights under the Prime Lease and that this Sublease is subordinate and subject to the Prime Lease. Except as set forth below, the provisions of the Prime Lease are incorporated herein by reference, and made a part hereof, except that: (i) Sublessor each reference in such incorporated sections to “Lease” shall be deemed a reference to this “Sublease”; (ii) each reference to the “Premises” shall be deemed a reference to the “Subleased Premises”; (iii) each reference to “Landlord” shall be deemed a reference to “Sublandlord” and each reference to “Tenant” shall be deemed a reference to “Subtenant”, except as otherwise expressly set forth herein; (iv) with respect to work, services, utilities, electricity, repairs (including, without limitation, repairs of any damage caused by Prime Landlord), restoration, insurance, indemnities, reimbursements, title, representations, warranties, covenants or the performance of any other obligation of the “Landlord” under the Prime Lease, whether or not incorporated herein, (A) reference to “Landlord” shall be deemed a reference solely to Landlord, and (B) the sole obligation of Sublandlord shall be to request the same in writing from Prime Landlord as and when requested to do so by Subtenant, and to use Sublandlord’s reasonable efforts (not including the payment of money or the incurring of any liabilities) to obtain Prime Landlord’s performance (provided, however, that Sublandlord shall not be required to institute any legal proceedings against Prime Landlord unless Subtenant pays all costs, and indemnifies, defends and holds Sublandlord harmless against all losses, costs (including reasonable attorney’s fees), claims, liabilities and damages, in connection therewith); (v) with respect to any obligation of Subtenant to be performed under this Sublease, wherever the Prime Lease grants to the “Tenant” a specified number of days to perform its obligations under the Prime Lease (including, without limitation, curing any defaults), Subtenant shall have three (3) fewer calendar days (or such lesser time as may be provided in this Sublease) to perform the obligation, but in no case shall Subtenant have less than three (3) business days to perform the obligation; (vi) with respect to any approval or consent required to be obtained from the “Landlord” under the Prime Lease, such approval or consent must be obtained from both Prime Landlord and Sublandlord, and Sublandlord’s withholding of approval or consent shall in all events be deemed reasonable if for any reason Prime Landlord’s approval or consent is lessee not obtained, and if Prime Landlord’s approval may not be unreasonably withheld, conditioned and/or delayed under the Prime Lease, then Sublandlord’s consent shall likewise not be unreasonably withheld, conditioned and/or delayed, as the case may be; (vii) in any case where the “Landlord” reserves or is granted the right to manage, supervise, control, repair, alter, regulate the use of, enter or use the Premises or any areas beneath, above or adjacent thereto, such reservation or grant of right of entry shall be deemed to be for the benefit of both Prime Landlord and Sublandlord; (viii) in any case where “Tenant” is to indemnify, release or waive claims against “Landlord”, such indemnity, release or waiver shall be deemed to run from Subtenant to both Prime Landlord and Sublandlord; (ix) in any case where “Tenant” is to execute and deliver certain documents or notices to “Landlord”, such obligation shall be deemed to run from Subtenant to both Prime Landlord and Sublandlord; (x) all payments shall be made to Sublandlord, except as otherwise expressly required by the Prime Lease or Prime Landlord’s Consent; (xi) Subtenant shall pay all consent and review fees described in the Prime Lease; (iixii) Subtenant shall not have the Prime Lease is in full force and effect, Sublessor has submitted right to Sublessee a true and complete copy terminate this Sublease as to any or all of the Prime Lease Subleased Premises due to casualty or condemnation unless Sublandlord has such right (and the Prime Lease has not been modified except as set forth in Section 1.1 hereof; (iiiopts to exercise such right) Sublessor has not received any notice of default on the part of Sublessor as tenant under the Prime Lease which has not been cured, nor has Sublessor given Prime lessor notice of any default on the part of Prime Lessor as landlord under the Prime Lease which has not been cured, nor does Sublessor have any knowledge of any default by either party under the Prime Lease; and (ivxiii) Sublessor has not received any notice or complaint that any portion the following provisions of the Premises built out or otherwise improved by Sublessor fails Prime Lease are not incorporated herein: Section 2.1; Section 2.2; Section 2.3; Section 2.4; Section 2.5; Section 2.6; Section 2.8; Section 2.10; Section 3; Section 4; Section 7.1; Section 8; Section 11; Section 12.1; Section 33; Section 41; Section 42; Exhibit A; Exhibit B; Exhibit D; and Exhibit F; and with respect to the First Amendment: Section 3; Section 5; Section 6; Section 8; Section 9; Section 10; Section 11; Section 12; Section 13; Section 15; and any other provisions that are contrary to the terms of this Sublease. For purposes of this Sublease, all references to “Prime Lease” hereunder shall refer to the Prime Lease, excluding those Sections set forth in Section 2(a)(xiii). As between Sublandlord and Subtenant, the provisions of Section 35.1 shall not apply, but shall apply as between Sublandlord and Prime Landlord, and Subtenant and Prime Landlord. Subtenant expressly assumes and agrees to comply with the physical accessibility requirements all provisions of the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition perform all of the Premises (which Sublessee takes "as is" without any representation or warranty by Sublessor regarding obligations on the condition part of the Premises “Tenant” to be performed under the Prime Lease (except where such obligation arises by reason of a (i) breach of Sublandlord under this Sublease, or (ii) breach of Sublandlord under the fitness Prime Lease (other than a breach of the Premises Prime Lease caused by Subtenant’s breach of its obligations under this Sublease)). In the event that the Prime Lease is terminated for any particular use except as otherwise specifically set forth in reason whatsoever, then subject to the Technology Agreement) and with Sublessee's ability to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed provisions of, and Prime Landlord’s rights under the Prime Lease, this Sublease shall from terminate simultaneously with such termination without any liability of Sublandlord to Subtenant. Subject to Subtenant’s performance of its obligations under this Sublease, Sublandlord shall not default in its monetary obligations under the date hereof through the Commencement Date use, store Prime Lease (beyond any applicable notice and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portioncure period).

Prime Lease. 2.2.1 Sublessor hereby represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit B and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that: (i) Sublessor is lessee under the Prime Lease; (ii) that the Prime Lease is in full force and effect, effect and Sublessor has submitted no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee a true and complete copy shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease and Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease has not been modified except as set forth in Section 1.1 hereof; (iii) for any reason other than a default by Sublessor has not received any notice of default on the part of Sublessor as tenant under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has not been curedpursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, nor has Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor given as Lessee under the Prime lessor notice Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of Sublessee's Share of all rent which becomes due under the Prime Lease. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Lessee thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 1.2, 1.5, 1.6, 1.7, 1.10, 2.2, 3, 4, 12, 15, Rider No. 1, and Rider No. 2, are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Lessor" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Lessee" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any default on of its obligations under the part of Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor as landlord which Sublessor would otherwise be entitled to under the Prime Lease which has not been curedas a result of such default; subject, nor does Sublessor have however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any knowledge of alterations or improvements to the Subleased Premises, to furnish any default by either party services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease; , Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and (iv) Sublessor has not received without obligating itself to institute legal action or incur any notice or complaint that any portion out of the Premises built out or otherwise improved by pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to comply take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the physical accessibility requirements of Leased Premises, Sublessee shall have the Americans With Disabilities Act. Sublessee warrants right to take such action in Sublessee's own name and acknowledges for that it has reviewed purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and is satisfied with the arrangements therein reflectedhereby are conferred upon and assigned to Sublessee. Sublessee also warrants shall be subrogated to such rights to the extent that it is satisfied with the present condition of same shall apply to the Premises (which Sublessee takes "as is" without Subleased Premises. If any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth such action against Prime Lessor in the Technology Agreement) and with Sublessee's ability name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to use the Premises on the terms herein set forth. take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor also represents that it has heretofore used and/or storedharmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act that copies of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed ofall papers, and notices of all proceedings, shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating be given to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portion.

Prime Lease. 2.2.1 Sublessor hereby represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that: (i) Sublessor is lessee under the Prime Lease; (ii) that the Prime Lease is in full force and effect, effect and Sublessor has submitted no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee a true and complete copy shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease and Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease has not been modified except as set forth in Section 1.1 hereof; (iii) for any reason other than a default by Sublessor has not received any notice of default on the part of Sublessor as tenant under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has not been curedpursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, nor has Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor given as Tenant under the Prime lessor notice Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of any default on payment in the part first instance by Sublessor, reimbursement of Prime Lessor as landlord Sublessor for payment) of all rent which becomes due under the Prime Lease which has not been curedwith respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, nor does whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor have any knowledge and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any default by either party of its obligations under the Prime Lease; , Sublessee shall be entitled to all rights and (iv) remedies against Prime Lessor which Sublessor has not received any notice or complaint that any portion of the Premises built out or would otherwise improved by Sublessor fails be entitled to comply with the physical accessibility requirements of the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is satisfied or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "as is" without any representation or warranty by Sublessor regarding the condition of respect to the Premises or the fitness Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of the Premises such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for any particular use except as otherwise specifically set forth in the Technology Agreement) and with Sublessee's ability benefit and without obligating itself to use institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the Premises on enforcement of Sublessor's rights against Prime Lessor with respect to the terms herein set forthLeased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor also represents shall permit Sublessee to take such action in Sublessor's name; provided, however, that it has heretofore used and/or storedSublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act that copies of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed ofall papers, and notices of all proceedings, shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating be given to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portion.

Prime Lease. 2.2.1 Sublessor hereby represents and warrants that: (i) Sublessor is lessee under Notwithstanding anything to the Prime Lease; (ii) contrary contained herein, in the event the Prime Lease is in full force and effectterminated for any reason whatsoever, Sublessor has submitted to Sublessee a true and complete copy this Sublease shall terminate on the date that the Prime Lease is terminated. Upon any such termination of the Prime Lease and for any reasons other than Subtenant’s breach or default hereunder, or Sublandlord’s default under the Prime Lease has occasioned by Subtenant’s failure to perform its obligations hereunder, all Rent due and owing hereunder shall be pro-rated, where applicable, as of the date of such termination, and paid to Sublandlord, and thereafter in the event of a termination of the Prime Lease which is not been modified except as set forth in Section 1.1 hereof; (iii) Sublessor has not received any notice of due to Subtenant’s breach or default on the part of Sublessor as tenant under this Sublease and/or Sublandlord’s default under the Prime Lease which has not been curedis due to Subtenant’s breach or default under this Sublease, nor has Sublessor given Prime lessor notice then, Sublandlord shall have no further obligation or liability to Subtenant arising from, through, or under this Sublease except as more particularly set forth herein, and upon Subtenant’s return of any default on the part of Prime Lessor as landlord under the Prime Lease which has not been cured, nor does Sublessor have any knowledge of any default by either party under the Prime Lease; and (iv) Sublessor has not received any notice or complaint that any portion possession of the Premises built out to Sublandlord and Subtenant’s compliance with its obligations hereunder accruing on and/or before the date of such termination, Subtenant shall have no obligation or otherwise improved by Sublessor fails liability to comply with Sublandlord accruing after the physical accessibility requirements date of the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "as is" without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use such termination relating to this Sublease, except as otherwise specifically more particularly set forth in the Technology Agreement) and with Sublessee's ability to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portionherein.

Prime Lease. 2.2.1 Sublessor hereby represents (a) Subtenant acknowledges that it has received and warrants that: (i) Sublessor is lessee under reviewed the Prime Lease; (ii) the Prime Lease is in full force . Subtenant’s rights pursuant to this Sublease are subject and effect, Sublessor has submitted subordinate at all times to Sublessee a true and complete copy of the Prime Lease and to all of the terms, covenants and agreements of the Prime Lease has not been modified Lease, except as set forth expressly modified by this Sublease. Subtenant shall not do or permit anything to be done in, or in Section 1.1 hereof; connection with Subtenant’s use or occupancy of, the Premises, which would violate any of the terms, covenants or agreements of the Prime Lease. Except as modified hereby, and except for the Excluded Sections (iiidefined below) Sublessor has not received any notice of default on the part Prime Lease, (i) Subtenant covenants and agrees to perform, observe and fulfill all of Sublessor as tenant Sublandlord’s obligations, duties, undertakings and covenants under the Prime Lease which and (ii) Sublandlord shall have the same obligations to Subtenant and rights of Landlord against Subtenant with respect to this Sublease as the “Landlord” has not been curedwith respect to and against the “Tenant” pursuant to the Prime Lease, nor and Subtenant shall have the same obligations to Sublandlord and rights of Subtenant against Sublandlord with respect to this Sublease as the “Tenant” has Sublessor given with respect to and against the “Landlord” pursuant to the Prime lessor notice Lease. In furtherance thereof, for purposes of any default on this Sublease, references to the part of Prime Lessor as landlord under “Premises” in the Prime Lease which has not been cured, nor does Sublessor have any knowledge of any default by either party under shall be construed to mean the Prime Lease“Premises”; and (iv) Sublessor has not received any notice or complaint that any portion of the Premises built out or otherwise improved by Sublessor fails references to comply with the physical accessibility requirements of the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed “Landlord” in the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "as is" without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth shall be construed to mean “Sublandlord”; references to “Tenant” in the Technology Agreement) Prime Lease shall be construed to mean “Subtenant”; and with Sublessee's ability references to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, “Annual Base Rent” and shall from the date hereof through the Commencement Date use and/or store, “Monthly Base Rent” in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act)Prime Lease shall be construed to mean “Base Rent”. Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portion.The “

Prime Lease. 2.2.1 Reference is made to the Lease Agreement and subsequent amendments, modifications, ratifications, and extensions attached hereto as Exhibit B and incorporated herein by reference, hereinafter referred to as the "Prime Lease" dated January 21, 1985, between Government Employees Insurance Company (hereinafter referred to as "Lessor") and Sublessor, as Lessee, pursuant to which Sublessor hereby represents has leased the Subleased Premises from Lessor. Except as otherwise expressly provided herein, (a) this Sublease is subject to and warrants that: made upon all of the terms, covenants and conditions of the Prime Lease (iexcept paragraphs as noted in Attachment "A" (I)) to the extent the same relate to the Subleased Premises, with the same force and effect as if such terms, covenants and conditions were fully set forth herein, (b) all of the terms, covenants and conditions which Sublessor is lessee bound to comply with under the Prime Lease shall be binding upon Sublessee hereunder to the extent the same relate to the Subleased Premises and Sublessee shall perform all obligations of Sublessor under the Prime Lease relating to the Subleased Premises during the term of this Sublease. The Sublessee agrees to be bound to the Sublessor by all the terms of the Lease and to assume toward Sublessor and to perform all of the obligations and responsibilities that Sublessor, by the Lease, assumes toward the Landlord under the Lease with respect to the Premises. The relationship between Sublessee and Sublessor under the Sublease shall be the same as between the Sublessor and Landlord under the Lease. Notwithstanding anything to the contrary contained in the Lease or contained in this Sublease, Sublessor alone shall be entitled to exercise those rights and privileges, shall continue to be solely responsible for, and shall timely discharge or otherwise satisfy, all of the obligations and responsibilities of the "Tenant" pursuant to the terms, provisions and conditions of the Prime Lease, and (c) all of the rights and privileges of Sublessor under the Prime Lease; (ii, except those specifically excluded pursuant to paragraph 2(A) above, shall inure to the Prime Lease benefit of Sublessee via Sublessor to the extent the same relate to the Subleased Premises. It is the intention of the parties hereto that, except as otherwise expressly provided in full force this Sublease, the relationship between Sublessor and effect, Sublessor has submitted to Sublessee a true and complete copy shall be governed by the provisions of the Prime Lease as if they had been typed out in full in this Sublease and Sublessor were the Prime Lease has not been modified except party named as set forth in Section 1.1 hereof; (iii) Sublessor has not received any notice of default on the part of Sublessor as tenant "Lessor" under the Prime Lease which has not been cured, nor has Sublessor given Prime lessor notice of any default on and Sublessee were the part of Prime Lessor party named as landlord under the Prime Lease which has not been cured, nor does Sublessor have any knowledge of any default by either party "Lessee" under the Prime Lease; and (iv) Sublessor has not received any notice or complaint that any portion of the Premises built out or otherwise improved by Sublessor fails to comply with the physical accessibility requirements of the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "as is" without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises Thus, for any particular use except as otherwise specifically set forth in the Technology Agreement) and with Sublessee's ability to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, and shall from the date hereof through the Commencement Date use and/or storeexample, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants event that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge Sublessee fails to make timely payment of any Hazardous Substances in monthly installment of rent when due and payable hereunder, or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of fails to perform or violates any of the foregoing representations relating to other conditions, covenants or agreements herein made by Sublessee, the respective rights and duties of Sublessor and Sublessee hereunder shall be determined by the Prime Lease, with the terms "Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested " substituted for the marked portionterm "Lessor" or "Landlord" wherever those terms appear in said paragraphs and the term "Sublessee" substituted for the term "Lessee" or "Tenant" wherever those terms appear in said Prime Lease.

Prime Lease. 2.2.1 Sublessor hereby SubLandlord represents and warrants that: (i) Sublessor is lessee under the Prime Lease; (ii) to --------------------------- SubTenant that the Prime Lease is in full force effect. Notwithstanding any provision contained in this SubLease to the contrary, if the Prime Lease is terminated, this SubLease shall terminate immediately. This SubLease is and effect, Sublessor has submitted at all times shall be subject to Sublessee a true and complete copy of subordinate to the Prime Lease and the rights of Landlord thereunder. SubLandlord shall not commit or permit any of its Affiliates to commit on the Premises any act or omission which shall violate any term or condition of the Prime Lease. SubTenant hereby expressly assumes and agrees: (i) to comply with all provisions of the Prime Lease has not been modified except as set forth in Section 1.1 hereofwhich are required to be performed by SubTenant hereunder; and (iiiii) Sublessor has not received any notice of default to perform all obligations on the part of Sublessor the "Tenant" to be performed under the terms of the Prime Lease with respect to the Premises (other then Tenant's obligations to pay rent and other charges to Landlord) during the term of this SubLease which are not required to be performed by SubLandlord hereunder. In the event of a conflict between the provisions of this SubLease and the Prime Lease, as tenant between SubLandlord and SubTenant, the provisions of this SubLease shall control. Further, as between SubLandlord and SubTenant, SubLandlord shall be responsible for the performance of the obligations of "Tenant" under the Prime Lease which has if and only to the extent that such obligations are not been cured, nor has Sublessor given Prime lessor notice of any default on the part of Prime Lessor as landlord required to be performed by SubTenant under this SubLease. SubLandlord's only obligations under the Prime Lease which has not been cured, nor does Sublessor have any knowledge of any default by either party under the Prime Lease; and (iv) Sublessor has not received any notice or complaint that any portion of with respect to the Premises built out or otherwise improved by Sublessor fails to comply with the physical accessibility requirements of the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "as is" without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth in the Technology Agreement) and with Sublessee's ability are to use the Premises on the terms herein set forth. Sublessor also represents due diligence and reasonable efforts (at SubTenant's sole cost and expense) to cause Landlord to perform its responsibilities and to make those payments of all rent and other charges due to Landlord thereunder, which payments SubLandlord hereby agrees to make, provided, however, that it has heretofore used and/or stored, SubTenant makes timely payments to SubLandlord of all rent and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portionother charges payable under this SubLease.

Prime Lease. 2.2.1 Sublessor hereby represents and warrants that: (i) Sublessor is lessee the tenant under the Prime LeaseLease and has the full right to enter into this Sublease (subject, however, to Prime Lessor’s consent); (ii) the Prime Lease is in full force and effect, Sublessor has submitted to Sublessee a true and complete copy of the Prime Lease and the Prime Lease has not been modified except as set forth in Section 1.1 hereof; (iii) Sublessor has not received from Prime Lessor any written notice of any default on the part of Sublessor as tenant under the Prime Lease which has not been cured, nor has Sublessor given Prime lessor Lessor written notice of any default on the part of Prime Lessor as landlord under the Prime Lease which has not been cured; (iv) to the best of Sublessor’s actual knowledge, nor does Sublessor have any knowledge of any default without independent investigation, no defaults exist by either party Sublessor or the Prime Lessor under the Prime Lease; , (v) Sublessor, without having undertaken any independent investigation, has no knowledge of any condition in the Premises that violates Applicable Laws, the Declaration or the Ground Lease, (vi) to Sublessor's actual knowledge, without having undertaken any independent investigation, all building systems and equipment serving the Premises are in good working order (it being understood that Prime Lessor is responsible for the repair and maintenance of such building systems), and (ivvii) Sublessor has not received any notice or complaint that any portion a true and complete copy of the Premises built out or otherwise improved by Sublessor fails to comply Prime Lease with the physical accessibility requirements of the Americans With Disabilities Act. certain redactions is attached hereto as Exhibit B. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also represents and warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "“as is" ” without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth and without any obligation of any kind on Sublessor to make any repairs or improvements thereto in the Technology Agreementconnection with Sublessee’s occupancy) and with Sublessee's ’s ability to use the Premises on the terms herein set forth. Sublessor also represents will be responsible for the cost of any work required to correct violations of Applicable Laws which existed prior to the Commencement Date, except to the extent the need to comply with such Applicable Laws is solely triggered by the unique and particular use of Sublessee (as opposed to office and lab use generally) and excluding any compliance of the Premises with the Americans with Disabilities Act or Massachusetts or local disabilities laws. In the event that it has heretofore used and/or storedduring the Sublease Term, Sublessee is required to perform any major capital repair or replacement of systems or equipment in the Premises (a "Major Capital Item"), which Major Capital Item is not the responsibility of Prime Lessor and applies to systems or equipment which will be surrendered at the end of the Sublease Term and which major capital repair or replacement was not caused by the actions or omissions of Sublessee or its Invitees, then Sublessee, after first consulting with Sublessor, will perform such Major Capital Item, and shall from the date hereof through cost of such work that is in excess of Fifty Thousand Dollars ($50,000) (i.e., Sublessee will be responsible for the Commencement Date use and/or store, first $50,000 of the cost of repair or replacement of each Major Capital Item that requires repair or replacement during the Sublease Term) will be allocated between Sublessor and Sublessee as follows: Sublessee will pay the portion of the cost of such Major Capital Item equal to the number of months remaining in the Leased Premises certain hazardous or toxic materials or substancesSublease Term divided by the number of months in the useful life of the Major Capital Item, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly as determined in accordance with all applicable laws generally accepted accounting principles, and that it has not caused or permitted Sublessor will pay the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any remainder of the foregoing representations relating to cost of such Major Capital Item. Sublessor's use, storage share of such cost will be payable within thirty (30) days after receipt of a reasonably detailed invoice from Sublessee detailing the work performed and disposal calculation of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portioncost allocation.

Prime Lease. 2.2.1 The Prime Lease is incorporated herein by reference so that, except to the extent that certain provisions of the Prime Lease are inapplicable or modified by this Sublease, or excluded below, each and every term, covenant and condition of the Prime Lease binding or inuring to the benefit of Landlord shall, in respect of the Sublease, bind or inure to the benefit of Sublessor, and each and every term, covenant and condition of the Prime Lease binding or inuring to the benefit of lessee thereunder shall, in respect to the Sublease, bind or inure to the benefit of Subtenant, with the same force and effect as if such terms, covenants and conditions were completely set forth in the Sublease, and as if the words “Lessor(s)” and “Lessee(s)”, or words of similar import, wherever the same appear in the Prime Lease, were construed to mean, respectively, “Sublessor” and “Subtenant” in the Sublease, and as if the words “Leased Premises”, “Premises”, “Leased Property”, or words of similar import, wherever the same appear in the Prime Lease, were construed to mean “Subleased Premises” in the Sublease, and as if the word “Lease”, or words of similar import, wherever the same appear in the Prime Lease, were construed to mean the “Sublease.” If any of the express provisions of the Sublease shall conflict with any of the provisions of the Prime Lease incorporated by reference herein, such conflict shall be resolved in every instance in favor of the express provisions of the Sublease. Notwithstanding the foregoing or anything to the contrary contained herein, Subtenant shall not have the right to exercise any renewal options, expansion options, rights of first offer or similar rights set forth in the Prime Lease. Sublessor hereby represents and warrants that: (i) Sublessor that the document attached hereto as Exhibit A is lessee under a true and correct copy of the Prime Lease; (ii) the , as such has been amended, revised or supplemented to date. The Prime Lease is in full force and effect, Sublessor has submitted to Sublessee a true and complete copy of the Prime Lease and the Prime Lease has not been modified except as set forth in Section 1.1 hereof; (iii) Sublessor has not received any notice of default on the part of Sublessor as tenant under the Prime Lease which has not been cured, nor has Sublessor given Prime lessor notice of any default on the part of Prime Lessor as landlord under the Prime Lease which has not been cured, nor does Sublessor have any knowledge of any effect without default by either party under the Prime Lease; and (iv) Sublessor has not received any notice or complaint that any portion of the Premises built out or otherwise improved by Sublessor fails to comply with the physical accessibility requirements of the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "as is" without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth in the Technology Agreement) and with Sublessee's ability to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portionLandlord.

Prime Lease. 2.2.1 Sublessor hereby represents This Sublease is made specifically subject to the terms and warrants that: (i) Sublessor provisions of the Prime Lease. Nothing herein contained is intended or shall be construed to grant Subtenant any rights with respect to the leased premises in excess of Sublessor's rights as lessee under the Prime Lease; (ii) . During the Prime Lease is in full force term hereof, Subtenant shall observe and effectperform all terms, Sublessor has submitted to Sublessee a true covenants and complete copy conditions of the Prime Lease which are to be observed or performed on the part of the lessee thereunder, unless specifically stated otherwise under this Sublease. Subtenant shall indemnify and hold Sublessor harmless from and against all claims, damages, costs and expenses (including reasonable attorneys' fees) in respect to the non-observance or non-performance by Subtenant of any such terms or conditions of the Prime Lease. Further, Subtenant shall neither do nor permit anything to the done which would cause the Prime Lease has to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Prime Landlord, except for the termination of the Prime Lease by Prime Landlord not been modified except as set forth in Section 1.1 hereof; caused by the default of Subtenant, and Subtenant shall indemnify and hold Sublessor harmless from and against all claims, damages, costs and expenses (iiiincluding reasonable attorneys' fees) Sublessor has not received of any notice kind whatsoever, by reason of any breach or default on the part of Subtenant by reason of which the Prime Lease may be terminated or forfeited. Sublessor covenants that Subtenant shall peacefully hold and enjoy the leased premises during the term of this Sublease for so long as tenant the Subtenant perrorms its agreements hereunder and so long as the Prime Lease is not terminated by reason of matters or events outside of Sublessor' 5 control. Sublessor shall hold harmless and indemnify Subtenant from and against any and all claims, damages or loss, including reasonable attorneys' fees, arising from Sublessor's failure to observe any terms or perform any of its obligations under the Prime Lease, other than those obligations under the Prime Lease which has not been curedthat are to be performed by Subtenant as provided under this Sublease. Sublessor shall give to Subtenant, nor has Sublessor given Prime lessor notice and Subtenant shall give to Sublessor, a copy of any notice received from Prime Landlord relating to the Prime Lease, and in the event the party who has the responsibility under this Sublease to cure such default on the part of Prime Lessor as landlord under the Prime Lease which has fails to do so, the other party shall have the right, but not been curedthe obligation, nor does to cure such default and to seek reimbursement from the defaulting party for any and all costs and expenses, including reasonable attorneys' fees, incurred in curing such default. Sublessor have agrees to cooperate and respond reasonably as to any knowledge request from Subtenant for assistance in dealing with Prime Landlord to secure for Subtenant the enjoyment and realization of any default by either party and all of the rights and privileges of Sublessor under the Prime Lease; and (iv) Sublessor has not received any notice or complaint that any portion of the Premises built out or otherwise improved by Sublessor fails Lease to comply with the physical accessibility requirements of the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "as is" without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth in the Technology Agreement) and with Sublessee's ability to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portionSubtenant may be entitled under this Sublease.

Prime Lease. 2.2.1 Sublessor hereby represents and warrants that: (i) Sublessor is lessee under the Prime Lease; (ii) the Prime Lease is in full force and effect, Sublessor has submitted to Sublessee a A true and complete copy of the Prime Lease is attached hereto as Exhibit B. Where not expressly inconsistent with the terms hereof and except as otherwise stated herein to the contrary, this Sublease shall be subject and subordinate to all of the terms and conditions contained in the Prime Lease, except as otherwise set forth herein. Where not expressly inconsistent with the terms hereof or clearly applicable only to the original parties of the Prime Lease has not been modified and except as otherwise stated herein to the contrary, all such terms and conditions are hereby incorporated into this Sublease and shall be binding upon Subtenant with respect to the Subleased Premises to the same extent as if Subtenant were named as the “Tenant” and Sublandlord as the “Landlord” under the Prime Lease. For purposes of this Sublease, references in the Prime Lease to the “Term” shall mean the Term of this Sublease and references to the “Premises” in the Prime Lease shall mean the Subleased Premises. Each party agrees that during the Term (as defined below) it shall not do or omit to do anything which would result in a default under the Prime Lease, and each party agrees to indemnify and hold the other and its officers, partners, employees and agents harmless from any claims, judgments, damages, fines, penalties, costs, liabilities (including sums paid in settlement of claims) or loss including attorney’s fees through the trial, appellate and administrative levels, consultants fees, and expert fees which arise during or after the Term in connection with its obligations under the Prime Lease, as incorporated herein; provided that the liability of the Subtenant under the foregoing indemnity shall only relate to Claims first arising after the Effective Date (as defined in Paragraph 5). With the exceptions set forth in Section 1.1 hereof; (iii) Sublessor has not received any notice herein, Subtenant shall be entitled to all of default on the part rights and privileges of Sublessor the Sublandlord as tenant under the terms of the Prime Lease with respect to the Subleased Premises. The following provisions of the Prime Lease shall not be incorporated into this Sublease: Lease Paragraphs 1d, 1e, 1f, 1g, 1k, 1m, 1p, 1q, 1r, 1t, 4, 5, 10, 49, 53, 54, 55, 56, and Exhibits B and C. Lease Addendum Paragraphs 1, 2, and 4. Sublandlord shall not do or suffer or permit anything to be done or suffered which has not been curedwould cause the Prime Lease to be terminated or forfeited by virtue of any right of termination or forfeiture reserved or vested in the Prime Landlord thereunder, nor has Sublessor given Prime lessor notice shall Sublandlord do or suffer or permit anything to be done or suffered which would cause the Sublandlord to be or become in default of any default on obligation under the part Prime Lease. Notwithstanding anything contained herein to the contrary, Sublandlord shall not agree to an amendment or modification of Prime Lessor as landlord under the Prime Lease which has not been cured, nor does Sublessor may have any knowledge of any default by either party under a material adverse effect on Subtenant’s business or Subtenant’s intended use or purpose for the Prime Lease; and (iv) Sublessor has not received any notice or complaint that any portion of the Premises built out or otherwise improved by Sublessor fails to comply with the physical accessibility requirements of the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "as is" without any representation or warranty by Sublessor regarding the condition of the Subleased Premises or the fitness which significantly increases any of the Premises for any particular use except as otherwise specifically set forth Subtenant’s obligations under this Sublease in a material adverse way, unless Sublandlord shall first obtain Subtenant’s prior written approval thereof, which approval may be withheld solely in the Technology Agreement) exercise of Subtenant’s good faith and with Sublessee's ability to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portionreasonable business judgment.

Prime Lease. 2.2.1 This Sublease is subject to all of the convenants, agreements, terms, provisions and conditions contained in the Prime Lease which are hereby made a part of this Sublease with the same force and effect as if they were fully set forth herein. Wherever the term "Tenant" appears in the Prime Lease, it shall read "Subtenant" and where ever the term "Owner" appears, it shall be deemed to include "Sublessor" unless by its terms such use would be inappropriate and Sublessor hereby represents shall have all the rights and warrants that: remedies of Landlord thereunder, without limiting Sublessor's rights and remedies to enforce any provision of this Sublease not contained in the Prime Lease. Subtenant agrees to observe and perform all of such covenants, agreements, terms, provisions and conditions contained in this Sublease as though and as if Subtenant was the tenant originally named in the Prime Lease, except that the provisions of the Prime Lease which have been specifically addressed by this Sublease shall not, to the extent addressed, apply and Subtenant shall not be obligated thereunder except as otherwise provided in this Sublease. The foregoing notwithstanding, Subtenant shall pay to Sublessor as additional rent its pro rata share of increases in Base Impositions and Base Operating Costs due to Landlord from Sublessor. The term "Base Impositions" shall mean the Impositions levied against the property of which the demised premises are part for city and school taxes for the 1999 state, county and town year and for the 1998/1999 school year. The term "Base Operating Costs" shall mean the Operating Costs in effect for the calendar year ending December 31, 1999. The Subtenant's pro rata share shall equal 33.27% of the Tenant Proportionate share. Subtenant shall also be allocated four (i4) parking spaces. Sublessor is lessee shall have no obligation to provide any services or to do any act or thing with respect to the Sublet Premises which are the obligation or responsibility of the Landlord under the Prime Lease; (ii) , and Subtenant agrees to look solely to Landlord under the Prime Lease is in full force for the provision of any such service and effectobservance and performance of any such act or thing. Upon Subtenant's written request, Sublessor has submitted shall present to Sublessee a true Landlord, in the name of Sublessor, any demand requested by Subtenant for any such repairs, restorations, materials or services required to be furnished to the Sublet Premises by Landlord. Subtenant shall have the right to exercise, in Sublessor's name, but at Subtenant's sole cost and complete copy expense, all of the Prime Lease rights available to Sublessor to enforce performance of the obligations of Landlord to make any such repairs and restorations or to supply any such materials and services to the Prime Lease has demised premises, and no cessation, interruption or suspension of any service provided by Landlord shall entitle Subtenant to any diminution or abatement of fixed or additional rent or other compensation under this Sublease, nor shall this Sublease be affected by reason of any such failure, cessation, interruption or suspension. Notwithstanding anything contained herein the Sublease shall not been modified except as set forth in Section 1.1 hereof; (iii) Sublessor has not received be deemed to grant Subtenant any notice of default on the part of Sublessor as tenant rights under the Prime Lease which has Sublessor does not been cured, nor has Sublessor given Prime lessor notice of any default on the part of Prime Lessor as landlord under the Prime Lease which has not been cured, nor does Sublessor have any knowledge of any default by either party under the Prime Lease; and (iv) Sublessor has not received any notice or complaint that any portion of the Premises built out or otherwise improved by Sublessor fails to comply with the physical accessibility requirements of the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "as is" without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth in the Technology Agreement) and with Sublessee's ability to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous any act of Sublessor or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portion.any

Prime Lease. 2.2.1 Sublessor hereby represents Tenant recognizes and warrants that: (i) Sublessor is lessee under acknowledges the Prime Lease; (ii) the Prime Lease is in full force and effect, Sublessor has submitted to Sublessee a true and complete copy existence of the Prime Lease and that this Lease is a sublease of a portion of Landlord’s leasehold estate created by the Prime Lease. The termination of the Prime Lease has not been modified except as set forth in Section 1.1 hereof; (iii) Sublessor has not received for any notice reason whatsoever shall never constitute a default by Landlord hereunder nor shall such termination entitle Tenant to terminate this Lease or the payment of default on any rent or other sums due by Tenant hereunder. Tenant further agrees that thxx Xxxse is subject to all of the part terms and provisions of Sublessor as tenant under the Prime Lease which has and hereby agrees to be bound by provisions thereof, including but not been curedlimited to the provisions relating to employment and non-discrimination. By execution hereof, nor has Sublessor given Prime lessor notice of any default on the part of Prime Lessor as landlord under the Prime Lease which has not been cured, nor does Sublessor have any knowledge of any default by either party under the Prime Lease; and (iv) Sublessor has not received any notice or complaint that any portion of the Premises built out or otherwise improved by Sublessor fails to comply with the physical accessibility requirements of the Americans With Disabilities Act. Sublessee warrants and Tenant hereby acknowledges that it has reviewed received a copy of all provisions of the Prime Lease relating to employment and is satisfied with the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "non-discrimination all as is" without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth in on Exhibit D attached hereto provided, however, that the Technology Agreement) execution of this Lease by Landlord shall never be construed to be an approval hereof by the Prime Lessor, it being understood that the Prime Lessor cannot be bound by any act or omission of Landlord. If Prime Lessor shall request a modification of this Lease, Tenant shall not unreasonably withhold or delay its consent to a modification which does not adversely affect Tenant’s rights and privileges hereunder or impose material burdens on Tenant. Tenant hereby acknowledges and agrees that all communications with Sublessee's ability Prime Lessor relating to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, and this Lease shall from the date hereof be directed through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws Landlord and that it has Tenant shall not caused seek any approvals or permitted otherwise communicate with Prime Lessor regarding this Lease without the release or discharge approval of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portionLandlord.

Prime Lease. 2.2.1 Sublessor hereby represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that: (i) Sublessor is lessee under the Prime Lease; (ii) that the Prime Lease is in full force and effect, effect and Sublessor has submitted no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee a true and complete copy shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease and Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease has not been modified except as set forth in Section 1.1 hereof; (iii) for any reason other than a default by Sublessor has not received any notice of default on the part of Sublessor as tenant under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has not been curedpursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, nor has Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor given as Tenant under the Prime lessor notice Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Lessee thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any default on of its obligations under the part of Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor as landlord which Sublessor would otherwise be entitled to under the Prime Lease which has not been curedas a result of such default; subject, nor does Sublessor have however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any knowledge of alterations or improvements to the Subleased Premises, to furnish any default by either party services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease; , Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and (iv) Sublessor has not received without obligating itself to institute legal action or incur any notice or complaint that any portion out of the Premises built out or otherwise improved by pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to comply take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the physical accessibility requirements of Leased Premises, Sublessee shall have the Americans With Disabilities Act. Sublessee warrants right to take such action in Sublessee's own name and acknowledges for that it has reviewed purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and is satisfied with the arrangements therein reflectedhereby are conferred upon and assigned to Sublessee. Sublessee also warrants shall be subrogated to such rights to the extent that it is satisfied with the present condition of same shall apply to the Premises (which Sublessee takes "as is" without Subleased Premises. If any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth such action against Prime Lessor in the Technology Agreement) and with Sublessee's ability name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to use the Premises on the terms herein set forth. take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor also represents that it has heretofore used and/or storedharmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act that copies of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed ofall papers, and notices of all proceedings, shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating be given to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portion.

Prime Lease. 2.2.1 Sublessor hereby represents This Lease is subject and warrants that: subordinate to the Prime Lease. Prime Landlord is not a party to this Lease and its consent to or approval of this Lease shall not bind it to these terms and conditions. Prime Landlord is not personally liable hereunder. Prime Landlord does however have the rights on its part expressly provided for herein, if any, and Prime Landlord is an intended third party beneficiary with respect thereto. Tenant shall not cause, permit, nor suffer to occur any act or failure to act that violates or is in conflict with any of the provisions of the Prime Lease, or causes the Prime Lease to be defaulted or forfeited. Landlord shall not cause, permit, or suffer to occur any act or failure to act that violates or is in conflict with any of the provisions of the Prime Lease, or causes the Prime Lease to be defaulted or forfeited. It is expressly understood and agreed by Tenant that Landlord, its shareholders, directors, officers, employees and agents are not liable to Tenant for any damages arising out of or pertaining to any breach of the Prime Lease by Prime Landlord (iincluding Prime Landlord’s failure to perform any of its obligations under the Prime Lease recited in this Lease). Tenant shall also indemnify, and hold Landlord, its shareholders, directors, officers, employees and agents harmless from and defend Landlord against any and all claims or liability arising out of or pertaining to a breach of the Prime Lease by Landlord caused by or resulting from a breach of this Lease by Tenant. Landlord shall indemnify, and hold Tenant, its shareholders, directors, officers, employees and agents harmless from and defend Tenant against any and all claims or liability arising out of or pertaining to a breach of the Prime Lease by Landlord that is not caused by or resulting from a breach of this Lease by Tenant. If Landlord is required to pay to Prime Landlord any additional charges under the Prime Lease as a result of special or extra services furnished to, requests made by, or acts or omissions of Tenant or Tenant’s agents, employees, contractors, principals, invitees and/or licensees, Tenant shall promptly pay to Landlord the amount(s) Sublessor is lessee required to satisfy such charges so Landlord may transmit the same to Prime Landlord. At any time, Landlord may, by providing Tenant with written notice of the same, elect to require Tenant to perform its obligations hereunder directly to Prime Landlord, and Tenant shall do so upon Landlord’s election, in which case, Tenant shall send to Landlord, upon delivery or receipt (as the case may be), copies of all notices and other communications it thereafter sends to or receives from Prime Landlord. This Lease and the obligations of the parties hereunder are expressly conditioned upon Landlord obtaining the prior written consent hereto by Prime Landlord. Tenant shall promptly deliver to Landlord any information reasonably requested by Prime Landlord (in connection with Prime Landlord’s approval of this Lease) with respect to the nature and operation of Tenant’s business and/or the financial condition of Tenant, or as may otherwise be required under the Prime Lease; . If Prime Landlord fails to consent to this Lease within thirty (ii30) days after the execution and delivery of this Lease in form reasonably acceptable to Tenant, Tenant shall have the right to terminate this Lease by giving written notice thereof to the Landlord at any time thereafter, but before Prime Landlord grants such consent, and within 5 days following such termination, Landlord shall return any Security Deposit and prepaid rent to Tenant. If Prime Landlord fails to consent to this Lease is within forty five (45) days after the execution and delivery of this Lease in full force form reasonably acceptable to Landlord, Landlord shall have the right to terminate this Lease by giving written notice thereof to the Tenant at any time thereafter, but before Prime Landlord grants such consent, and effectwithin 5 days following such termination, Sublessor has submitted Landlord shall return any Security Deposit and prepaid rent to Sublessee a true and complete copy of the Prime Lease and the Prime Lease has not been modified except as set forth in Section 1.1 hereof; (iii) Sublessor has not received any notice of default on the part of Sublessor as tenant under the Prime Lease which has not been cured, nor has Sublessor given Prime lessor notice of any default on the part Tenant. No failure or refusal of Prime Lessor Landlord to so consent to this Lease as landlord under the Prime Lease which has not been curedaforesaid shall subject Landlord to any liability, nor does Sublessor have any knowledge of any default by either party under the Prime Lease; and (iv) Sublessor has not received any notice or complaint that any portion of the Premises built out or otherwise improved by Sublessor fails to comply with the physical accessibility requirements of the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "as is" without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises except for any particular use except as otherwise specifically set forth in the Technology Agreement) and with Sublessee's ability Landlord’s failure to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating good faith efforts to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portionobtain Prime Landlord’s consent.

Prime Lease. 2.2.1 Sublessor hereby represents This Agreement shall be subject and warrants that: (i) Sublessor is lessee under subordinate to all of the terms and conditions contained in the Prime Lease as said terms and conditions affect the Premises, and all of the terms and conditions of the Prime Lease; (ii) the Prime Lease is in full force and effect, Sublessor has submitted to Sublessee a true and complete copy of the Prime Lease and the Prime Lease has not been modified except as otherwise set forth in Section 1.1 hereof; herein, are hereby incorporated into this Agreement and shall be binding upon Grantee (iiiand Grantor, to the extent applicable) Sublessor has not received any notice of default on with respect to the part of Sublessor Sublease Premises to the same extent as if Grantee were named as tenant under the Prime Lease which has not been cured, nor has Sublessor given Prime lessor notice of any default on the part of Prime Lessor and Grantor as landlord under the Prime Lease. If a term or provision of this Agreement is inconsistent or in conflict with a term or provision of the Prime Lease, the term or provision of this Agreement shall control but only as between Grantor and Grantee (including, by way of example, that Grantee shall have no obligation to pay Sublease Rent or operating expenses except as explicitly provided herein). For purposes of this Agreement, references in the Prime Lease to the premises, demised premises, or similar references in the Prime Lease shall mean the Sublease Premises. Each party agrees that it shall not do or omit to do anything which has not been cured, nor does Sublessor have any knowledge of any would result in a default by either party under the Prime Lease; , and (iv) Sublessor has not received each party agrees to indemnify and hold the other harmless from and against all claims, demands or liabilities resulting from such party's breach, violation or nonperformance of any notice or complaint that any portion of its obligations under the Prime Lease, as incorporated herein. Subject to the exceptions set forth herein, Grantee shall be entitled to all of the Premises built out or otherwise improved by Sublessor fails to comply with rights and privileges of Grantor as tenant under the physical accessibility requirements terms of the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "as is" without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth in the Technology Agreement) and with Sublessee's ability to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior respect to the ------------------ *Confidential treatment has been requested for Premises. In addition, this Agreement shall be subject and subordinate to all mortgages, deeds of trust and other rights or encumbrances to which the marked portion.Prime Lease is now or hereafter may be subject or subordinate

Prime Lease. 2.2.1 Sublessor hereby represents and warrants that: (ia) Sublessor is lessee under the Prime Lease; (ii) the Prime Lease is in full force and effect, Sublessor has submitted to Sublessee a A true and complete copy of the Prime Lease (with certain financial provisions deleted for reasons of confidentiality) is attached hereto as Exhibit C. Where not expressly inconsistent with the terms hereof and except as otherwise stated herein to the contrary, this Sublease shall be subject Table of Contents and subordinate to all of the terms and conditions contained in the Prime Lease has not been modified as said terms and conditions affect the Subleased Premises, and all of the terms and conditions of the Prime Lease, except as otherwise set forth in Section 1.1 hereof; (iii) Sublessor has not received any notice of default on herein, are hereby incorporated into this Sublease and shall be binding upon Subtenant with respect to the part of Sublessor Subleased Premises to the same extent as if Subtenant were named as tenant under the Prime Lease which has not been cured, nor has Sublessor given Prime lessor notice of any default on the part of Prime Lessor and Sublandlord as landlord under the Prime Lease. For purposes of this Sublease, references in the Prime Lease to the “term” shall mean the Term of this Sublease and references to the “premises” in the Prime Lease shall mean the Subleased Premises. Except as otherwise provided herein, when any fraction, factor or formula, which has is based on the number of square feet leased, is expressed in the Prime Lease, it will be adjusted by substituting the number of square feet of the Subleased Premises for the number of square feet of the Premises leased in the Prime Lease. Each party agrees that it shall not been cured, nor does Sublessor have any knowledge of any do or omit to do anything which would result in a default by either party under the Prime Lease; , and (iv) Sublessor has not received each party agrees to indemnify and hold the other harmless from and against all claims, demands or liabilities resulting from such party’s breach, violation or nonperformance of any notice or complaint that any portion of its obligations under the Prime Lease, as incorporated herein. With the exceptions set forth herein, Subtenant shall be entitled to all of the Premises built out or otherwise improved by Sublessor fails to comply with the physical accessibility requirements rights and privileges of the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed Sublandlord as tenant under the terms of the Prime Lease and is satisfied with respect to the arrangements therein reflectedSubleased Premises. Sublessee also warrants that it is satisfied with the present condition The following provisions of the Premises (which Sublessee takes "Prime Lease shall not be incorporated into this Sublease: Basic Lease Information, sections 1, 2, 3.1, the last sentence of section 3.3, section 4, sections 16.1, 22, 30, Additional Provisions as is" without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth on Exhibit D to the Lease numbered 35, 36, 37(a), 37(b), 37(c), the First, Second, Third and Fourth Amendments to Lease in the Technology Agreementtheir entirety, and Fifth Amendment to Lease Sections I, II, III, IV, V.A., VII, VIII, IX, XII (other than XII.F.) and with Sublessee's ability to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portionExhibit A-1.

Prime Lease. 2.2.1 Sublessor hereby represents Tenant recognizes and warrants that: (i) Sublessor is lessee under acknowledges the Prime Lease; (ii) the Prime Lease is in full force and effect, Sublessor has submitted to Sublessee a true and complete copy existence of the Prime Lease and that this Lease is a sublease of a portion of Landlord’s leasehold estate created by the Prime Lease. The termination of the Prime Lease has not been modified except as set forth in Section 1.1 hereof; (iii) Sublessor has not received for any notice reason whatsoever, other than the default of Landlord, shall never constitute a default on by Landlord hereunder nor shall such termination entitle Tenant to terminate this Lease or the part payment of Sublessor as tenant under any rent or other sums due by Tenant hereunder. Tenant further agrees that this Lease is subject to all of the terms and provisions of the Prime Lease and hereby agrees to be bound by provisions thereof, including but not limited to the provisions relating to employment and non-discrimination and other provisions of which Landlord has not been curedmade Tenant aware in writing. By execution hereof, nor has Sublessor given Prime lessor notice of any default on the part of Prime Lessor as landlord under the Prime Lease which has not been cured, nor does Sublessor have any knowledge of any default by either party under the Prime Lease; and (iv) Sublessor has not received any notice or complaint that any portion of the Premises built out or otherwise improved by Sublessor fails to comply with the physical accessibility requirements of the Americans With Disabilities Act. Sublessee warrants and Tenant hereby acknowledges that it has reviewed received a copy of all provisions of the Prime Lease relating to employment and is satisfied with the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "non-discrimination all as is" without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth on Exhibit C attached hereto. Provided, however, that the execution of this Lease by Landlord shall never be construed to be an approval hereof by the Prime Lessor, it being understood that the Prime Lessor cannot be bound by any act or omission of Landlord. If Prime Lessor shall request a modification of this Lease, Tenant shall not unreasonably withhold or delay its consent to a modification which does not materially adversely affect Tenant’s rights and privileges hereunder or impose material burdens on Tenant. Landlord shall reasonably cooperate with Tenant in connection with any approval of Prime Lessor required for the Technology Agreement) and with Sublessee's ability to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge construction of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred Alterations by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating Tenant pursuant to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portionthis Lease.

Prime Lease. 2.2.1 Sublessor hereby represents (a) SpectraSite covenants that it shall not commit any act which would result in a default or nonconformance of the Prime Lease. The SLA shall be subject to the continued existence and warrants thatenforceability of the Prime Lease, provided, however, any termination or expiration of the Prime Lease which occurs as a result of any default or non-conformance by SpectraSite under the terms of the Prime Lease, without the prior written consent of Tritel, shall be construed as an event of default under the terms of the applicable SLA. SpectraSite shall not elect not to renew any Prime Lease and the failure to renew any Prime Lease shall be construed as an event of default under the terms of the applicable SLA unless SpectraSite either: (i1) Sublessor is lessee under provides to Tritel an attornment and non-disturbance agreement in a form reasonably acceptable to Tritel and SpectraSite, and provides to Tritel written notice of its decision not to renew the Prime Lease at lease sixty (60) days prior to the date that SpectraSite must provide the Prime Lessor notice of its intent not to renew the Prime Lease; or (ii2) provides Tritel with the Prime Lease is option, which may be exercised in full force and effect, Sublessor has submitted Tritel's sole discretion to Sublessee a true and complete copy receive an assignment of the Prime Lease and further provided that SpectraSite provides sufficient evidence to Tritel that the assignment of the Prime Lease has to Tritel is permitted; provided, however, that in the event that Tritel elects not been modified except as set forth to receive such an assignment pursuant to Section 3.7(a)(2) because there is a material defect in Section 1.1 hereof; (iii) Sublessor has not received any notice such Site which Tritel believes in its reasonable opinion would impose a liability on Tritel other than those obligations for payment of default on the part of Sublessor as tenant under the Prime Lease which has not been curedrent, nor has Sublessor given Prime lessor notice of any default on the part of Prime Lessor as landlord under the Prime Lease which has not been cured, nor does Sublessor have any knowledge of any default insurance and taxes imposed by either party under the Prime Lease; and (iv) Sublessor has not received any notice or complaint that any portion of the Premises built out or otherwise improved by Sublessor fails to comply with the physical accessibility requirements of the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "as is" without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth in the Technology Agreement) and with Sublessee's ability to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, and shall from the date hereof through the Commencement Date use and/or storesuch liability would, in the Leased Premises certain hazardous or toxic materials or substancesreasonable opinion of Tritel exceed the amount of Twenty Thousand and No/100 Dollars ($20,000.00), including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, then SpectraSite's failure to renew the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, Prime Lease shall constitute a default under the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act)applicable SLA. Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all In either event any such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any non-renewal of the foregoing representations relating Prime Lease shall not constitute an Event of Default under the term of the Applicable SLA, provided however, that Tritel's election not to Sublessorreceive an assignment of the Prime Lease shall not waive any default created by SpectraSite's use, storage and disposal of Hazardous Substances. Sublessor shall, prior failure to renew the ------------------ *Confidential treatment has been requested for the marked portionPrime Lease.

Prime Lease. 2.2.1 Sublessor hereby represents and warrants that: (i) Sublessor is lessee under the Prime Lease; (ii) the Prime Lease is in full force and effectTrue, Sublessor has submitted to Sublessee a true accurate and complete copy copies of the Prime Lease and the Sublease have been given by Sub-Sublessor and have been reviewed by Sub-Sublessee and Sub-Sublessee acknowledges it is familiar with the terms thereof This Sub-Sublease is subject and subordinate to the Prime Lease has not been modified except and the Sublease. Except as set forth may be inconsistent, inapplicable or inappropriate with the terms hereof or as otherwise expressly provided herein, all the terms, covenants and conditions in Section 1.1 hereof; the Prime Lease and the Sublease contained shall be applicable to this Sub-Sublease and shall be deemed incorporated herein, with the same force and effect (iiiunless the context of the Prime Lease and/or the Sublease otherwise requires) as if Sub-Sublessor has not received any notice of default on were the part of Sublessor as tenant "Landlord" under the Prime Lease which has not been curedand/or the "Sublessor" under the Sublease, nor has Sublessor given Prime lessor notice of any default on SubSublessee were the part of Prime Lessor as landlord "Tenant" under the Prime Lease which has not been cured, nor does Sublessor have any knowledge of any default by either party and/or the "Sublessee" under the Prime Lease; and (iv) Sublessor has not received any notice or complaint that any portion of Sublease, the Leased Premises built out or otherwise improved by Sublessor fails was the "Premises" referred to comply with the physical accessibility requirements of the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed in the Prime Lease and is satisfied with and/or the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition of the "Leased Premises (which Sublessee takes "as is" without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth referred to in the Technology Agreement) and with Sublessee's ability to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or storedSublease, and shall from the date hereof through the Commencement Date use and/or store, as if references in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, Prime Lease to "Hazardous SubstancesLease" and/or references in the Sublease to ") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act)Sublease" meant this Sub-Sublease. Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall The following provisions are hereby expressly excluded from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portion.this Sub-Sublease:

Prime Lease. 2.2.1 Sublessor hereby represents and warrants that: (i) Sublessor is lessee under the Prime Lease; (ii) the Prime Lease is in full force and effect, Sublessor has submitted to Sublessee a A true and complete copy of the Prime Lease (with certain financial provisions deleted for reasons of confidentiality) is attached hereto as Exhibit B. Where not expressly inconsistent with the terms hereof and except as otherwise stated herein to the contrary, this Sublease shall be subject and subordinate to all of the terms and conditions contained in the Prime Lease has not been modified as said terms and conditions affect the Subleased Premises, and all of the terms and conditions of the Prime Lease, except as otherwise set forth in Section 1.1 hereof; (iii) Sublessor has not received any notice of default on herein, are hereby incorporated into this Sublease and shall be binding upon Subtenant with respect to the part of Sublessor Subleased Premises to the same extent as if Subtenant were named as tenant under the Prime Lease which has not been cured, nor has Sublessor given Prime lessor notice of any default on the part of Prime Lessor and Sublandlord as landlord under the Prime Lease. For purposes of this Sublease, references in the Prime Lease to the ["term"] shall mean the Term of this Sublease and references to the ["premises"] in the Prime Lease shall mean the Subleased Premises. [Except as otherwise provided herein, when any fraction, factor or formula, which has is based on the number of square feet leased, is expressed in the Prime Lease, it will be adjusted by substituting the number of square feet of the Subleased Premises for the number of square feet of the [Premises] leased in the Prime Lease.] Each party agrees that it shall not been cured, nor does Sublessor have any knowledge of any do or omit to do anything which would result in a default by either party under the Prime Lease; , and (iv) Sublessor has not received each party agrees to indemnify and hold the other harmless from and against all claims, demands or liabilities resulting from such party s breach, violation or nonperformance of any notice or complaint that any portion of its obligations under the Prime Lease, as incorporated herein. With the exceptions set forth herein, Subtenant shall be entitled to all of the Premises built out or otherwise improved by Sublessor fails to comply with the physical accessibility requirements rights and privileges of the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed Sublandlord as tenant under the terms of the Prime Lease and is satisfied with respect to the arrangements therein reflectedSubleased Premises. Sublessee also warrants that it is satisfied with the present condition The following provisions of the Prime Lease shall not be incorporated into this Sublease: Sections: 1.01 Demised Premises, 1.02 Temporary Premises, 2.01 Term, 2.02 Options to renew the Term of this Lease, 2.03 Vacation, 2.04 Acknowledgment of Term, 3.01 Base Annual Rent, 3.02 Base Annual Rent Adjustments, 3.03 Sixth Floor Premises (which Sublessee takes "as is" without any representation Rent, 4.01 Definition of Taxes, 4.02 Tenant s Proportionate Share of Taxes, 4.03 Payment of Taxes, 4.04 Tax Refund, 4.05 Additional Taxes, 5.01 Definition of Common Area Expenses, 5.02 Tenant s Proportionate Share of Common Area Expenses, 5.03 Payment of Common Area Expenses, 5.04 Tenant s Audit, 6.01 Financial Statements, 7.04 Landlords Contribution For Tenants Work, 7.06 Pre Commencement Date Work, 8.02 The Option Period Alterations Allowance, 9.02 Restriction On Competitor Signage, 10.01 Assignment and Subletting, 10.02 Sublease Assignment and Subtenant Subleases, 14.02 Valet or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth in the Technology Agreement) and with Sublessee's ability Other Parking, 28.01 Brokerage Commission, 31.02 Notices, 31.04 Successors, 31.12 Covenant to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or storedPay Rent; Late Charge, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portion31.13 Satellite Dish.

Prime Lease. 2.2.1 Sublessor hereby represents and warrants that: (i) Sublessor is lessee the tenant under the Prime LeaseLease and has the full right to enter into this Sublease (subject to Prime Lessor’s consent); (ii) the Prime Lease is in full force and effect, Sublessor has submitted to Sublessee a true and complete copy of the Prime Lease and the Prime Lease has not been modified except as set forth in Section 1.1 hereof; (iii) Sublessor does not have any actual knowledge, without a duty to investigate, of any default by Sublessor under the Prime Lease and has not received from Prime Lessor any written notice of any default on the part of Sublessor as tenant under the Prime Lease which has not been cured, nor has Sublessor given Prime lessor Lessor written notice of any default on the part of Prime Lessor as landlord under the Prime Lease which has not been cured, nor does Sublessor have any knowledge of any default by either party under the Prime Lease; and (iv) Sublessor has not received any notice or complaint that any portion a true and complete copy of the Premises built out or otherwise improved by Sublessor fails to comply Prime Lease with the physical accessibility requirements of the Americans With Disabilities Act. certain redactions is attached hereto as Exhibit B. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also represents and warrants that it is satisfied with the present condition of the Premises (Premises, which Sublessee takes "in “as is" ” “where is” condition as of the Commencement Date, with the furniture and equipment identified on Exhibit C attached hereto, without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth use, without any obligation of any kind on Sublessor to make any repairs or improvements thereto in the Technology Agreementconnection with Sublessee’s occupancy) and with without any representation or warranty by Sublessor regarding Sublessee's ’s ability to use the Premises on the terms herein set forth. ; provided that Sublessor also represents that it has heretofore used and/or storedto its actual knowledge and without a duty to investigate, that: (a) the Premises are not in violation of any applicable laws, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous (b) there are no damages or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance defects with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about respect to the Premises that has would not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as be discoverable during a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portionvisual inspection.

Prime Lease. 2.2.1 Sublessor The terms and conditions of the Prime Lease are hereby represents incorporated by reference and warrants made a part hereof, meaning that: , as applicable, references to "Tenant" therein shall be deemed to be "Sublessee" hereunder, references to "Landlord" therein shall be deemed to be "Sublessor" hereunder, and such other terms shall be deemed modified as may be appropriate in the given context, provided (i) Prime Landlord shall continue to have all rights set forth in the Prime Lease (notwithstanding the fact that Sublessor is lessee shall also have the same rights under this Sublease), and (ii) Sublessor shall not be deemed to have assumed any of the obligations of Prime Landlord as a result of the incorporation of the Prime Lease, Sublessor shall promptly pay to Prime Landlord all amounts owed by it under the Prime Lease; (ii) the Prime Lease is in full force , and effect, Sublessor has submitted to Sublessee a true and complete copy of the Prime Lease and the Prime Lease has not been modified except as set forth in Section 1.1 hereof; (iii) Sublessor has not received any notice of default on the part of Sublessor as tenant shall otherwise perform its obligations under the Prime Lease which has not been cured, nor has Sublessor given Prime lessor notice transferred to Sublessee pursuant to this Sublease. If pursuant to Article XV of any default on the part of Prime Lessor as landlord under the Prime Lease which has not been curedLease, nor does Prime Landlord notifies Sublessor have any knowledge of any that it is in default by either party as Tenant under the Prime Lease; and (iv) , Sublessor has not received any agrees to deliver to Sublessee promptly a copy of such notice or complaint that any portion of the Premises built out or otherwise improved by default. If Sublessor fails to comply with the physical accessibility requirements of the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed is in default under the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "as is" without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth in the Technology Agreement) and with Sublessee's ability to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or storedLease, and all cure periods have expired, Sublessee shall from have the date hereof through right, but not the Commencement Date use and/or storeobligation, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to cure Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portiondefault.

Prime Lease. 2.2.1 Sublessor hereby represents Tenant recognizes and warrants that: (i) Sublessor is lessee under acknowledges the Prime Lease; (ii) the Prime Lease is in full force and effect, Sublessor has submitted to Sublessee a true and complete copy existence of the Prime Lease and that this Lease is a sublease of a portion of Landlord’s leasehold estate created by the Prime Lease. The termination of the Prime Lease has not been modified except as set forth in Section 1.1 hereof; (iii) Sublessor has not received for any notice reason whatsoever shall never constitute a default by Landlord hereunder nor shall such termination entitle Tenant to terminate this Lease or the payment of default on any rent or other sums due by Tenant hereunder. Tenant further agrees that this Lease is subject to all of the part terms and provisions of Sublessor as tenant under the Prime Lease which has and hereby agrees to be bound by provisions thereof, including but not been curedlimited to the provisions relating to employment and non-discrimination. By execution hereof, nor has Sublessor given Prime lessor notice of any default on the part of Prime Lessor as landlord under the Prime Lease which has not been cured, nor does Sublessor have any knowledge of any default by either party under the Prime Lease; and (iv) Sublessor has not received any notice or complaint that any portion of the Premises built out or otherwise improved by Sublessor fails to comply with the physical accessibility requirements of the Americans With Disabilities Act. Sublessee warrants and Tenant hereby acknowledges that it has reviewed received a copy of all provisions of the Prime Lease relating to employment and is satisfied with the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "non-discrimination all as is" without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth in on Exhibit D attached hereto provided, however, that the Technology Agreement) execution of this Lease by Landlord shall never be construed to be an approval hereof by the Prime Lessor, it being understood that the Prime Lessor cannot be bound by any act or omission of Landlord. If Prime Lessor shall request a modification of this Lease, Tenant shall not unreasonably withhold or delay its consent to a modification which does not adversely affect Tenant’s rights and privileges hereunder or impose material burdens on Tenant. Tenant hereby acknowledges and agrees that all communications with Sublessee's ability Prime Lessor relating to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, and this Lease shall from the date hereof be directed through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws Landlord and that it has Tenant shall not caused seek any approvals or permitted otherwise communicate with Prime Lessor regarding this Lease without the release or discharge approval of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portionLandlord.

Prime Lease. 2.2.1 Sublessor hereby represents and warrants that: (i) Sublessor is lessee the tenant under the Prime LeaseLease and has the full right to enter into this Sublease (subject, however, to Prime Lessor’s consent); (ii) the Prime Lease is in full force and effecteffect and, to the best of Sublessor’s actual knowledge, Sublessor has submitted to Sublessee a true and complete copy of the Prime Lease and the Prime Lease has is not been modified except as set forth in Section 1.1 hereofdefault thereunder; (iii) Sublessor has not received from Prime Lessor any written notice of any default on the part of Sublessor as tenant under the Prime Lease which has not been cured, nor has Sublessor given Prime lessor Lessor written notice of any default on the part of Prime Lessor as landlord under the Prime Lease which has not been cured, nor does Sublessor have any knowledge of any default by either party under the Prime Lease; and (iv) Sublessor has not received any notice or complaint that any portion a true and complete copy of the Premises built out or otherwise improved by Sublessor fails to comply Prime Lease with the physical accessibility requirements of the Americans With Disabilities Act. certain redactions is attached hereto as Exhibit B. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also represents and warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "“as is" ” as of the date the Sublessee’s last inspection of the Premises, to wit, May 5, 2021, reasonable wear and tear excepted, without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth and without any obligation of any kind on Sublessor to make any repairs or improvements thereto in the Technology Agreementconnection with Sublessee’s occupancy) and with Sublessee's ’s ability to use the Premises on the terms herein set forth. Notwithstanding anything in the immediately forgoing sentence to the contrary, to the best of Sublessor’s actual knowledge without having undertaken any independent investigation, Sublessor also represents confirms that it has heretofore used and/or stored, the Building systems and equipment that are the responsibility of the tenant under Section 9.01 of the Prime Lease to maintain and repair shall from the date hereof through be in good working order and condition as of the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portionDate.

Prime Lease. 2.2.1 Sublessor hereby represents and warrants that: (i) Sublessor is lessee the tenant under the Prime LeaseLease and has the full right to enter into this Sublease (subject, however, to the Prime Lessor Consent); (ii) the Prime Lease is in full force and effect, Sublessor has submitted to Sublessee a true and complete copy of the Prime Lease and the Prime Lease has not been modified except as set forth in Section 1.1 hereof; (iii) Sublessor has not received from Prime Lessor any written notice of any default on the part of Sublessor as tenant under the Prime Lease which has not been cured, nor has Sublessor given Prime lessor Lessor written notice of any default on the part of Prime Lessor as landlord under the Prime Lease which has not been cured, nor does Sublessor have any knowledge and, to the best of any default by either party under the Prime LeaseSublessor’s knowledge, no event or circumstance has occurred that, with notice or passage of time, could constitute such a default; and (iv) Sublessor has not received any notice or complaint that any portion submitted to Sublessee a true and complete copy of the Premises built out Prime Lease, a copy of which is attached hereto as Exhibit B, including all amendments, modifications, extension notices, consents, and subordination, non-disturbance and attornment agreements related thereto; and (v) no pending dispute or otherwise improved by claim has been asserted between Sublessor fails and Prime Lessor, Sublessor does not now intend to comply with the physical accessibility requirements assert any such claim, and Sublessor knows of the Americans With Disabilities Actno basis to do so. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also warrants agrees that it Sublessee is satisfied with the present condition of the Premises (Premises, which Sublessee takes "“as is" ” without any representation or warranty by Sublessor regarding the condition of the Premises or (except as provided herein and except that the Premises shall be delivered to Sublessee vacant (except for the FF&E) and in broom clean and good condition, free and clear of any debris) and the fitness of the Premises for any particular use except as otherwise specifically set forth and without any obligation of any kind on Sublessor to make any repairs or improvements thereto in the Technology Agreement) connection with Sublessee’s occupancy and with Sublessee's ’s ability to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portion.

Prime Lease. 2.2.1 Sublessor hereby represents (a) Where not expressly inconsistent with the terms hereof and warrants that: (i) Sublessor is lessee under except as otherwise stated herein to the contrary, this Sublease shall be subject and subordinate to all of the terms and conditions contained in the Prime Lease as said terms and conditions affect the Subleased Premises, and all of the terms and conditions of the Prime Lease; (ii) the Prime Lease is in full force and effect, Sublessor has submitted to Sublessee a true and complete copy of the Prime Lease and the Prime Lease has not been modified except as otherwise set forth in Section 1.1 hereof; (iii) Sublessor has not received any notice of default on herein, are hereby incorporated into this Sublease and shall be binding upon Subtenant with respect to the part of Sublessor Subleased Premises to the same extent as if Subtenant were named as tenant under the Prime Lease which has not been cured, nor has Sublessor given Prime lessor notice of any default on the part of Prime Lessor and Sublandlord as landlord under the Prime Lease, including but not limited to all exhibits attached to the Prime Lease, including the Rules and Regulations. If a term or provision of this Sublease is inconsistent or in conflict with a term or provision of the Prime Lease, the term or provision of this Sublease shall control as between Sublandlord and Subtenant. For purposes of this Sublease, references in the Prime Lease to the term of lease shall mean the Term of this Sublease and references to the premises, demised premises, or similar references in the Prime Lease shall mean the Subleased Premises. Except as otherwise provided herein, when any fraction, factor or formula, which has not been curedis based on the number of square feet leased, nor does Sublessor have any knowledge is expressed in the Prime Lease, it will be adjusted by substituting the number of any default square feet of the Subleased Premises for the number of square feet of the premises leased by either party Sublandlord under the Prime Lease; . Subtenant agrees that it shall not do or omit to do anything which would result in a default under the Prime Lease, and (iv) Sublessor has not received agrees to indemnify and hold Sublandlord and Prime Landlord harmless from and against all claims, demands or liabilities resulting from Subtenant’s breach, violation or nonperformance of any notice or complaint that any portion of its obligations under the Prime Lease, as incorporated herein. With the exceptions set forth herein, Subtenant shall be entitled to all of the Premises built out or otherwise improved by Sublessor fails to comply with the physical accessibility requirements rights and privileges of the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed Sublandlord as tenant under the terms of the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "as is" without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth in the Technology Agreement) and with Sublessee's ability to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior respect to the ------------------ *Confidential treatment has been requested for the marked portionSubleased Premises.

Prime Lease. 2.2.1 Sublessor A true and complete copy of the Prime Lease (with certain financial provisions deleted for reasons of confidentiality) is attached hereto as Exhibit A. Where not expressly inconsistent with the terms hereof and except as otherwise stated herein to the contrary, this Sublease shall be subject and subordinate to all of the terms and conditions contained in the Prime Lease as said terms and conditions affect the Subleased Premises, and all of the terms and conditions of the Prime Lease, except as otherwise set forth herein, are hereby represents incorporated into this Sublease and warrants thatshall be binding upon Subtenant with respect to the Subleased Premises to the same extent as if Subtenant were named as tenant and Sublandlord as landlord under the Prime Lease. This Sublease is also subject and subordinate to any amendments and supplements to the Prime Lease hereafter entered into between Prime Landlord and Sublandlord, provided that any such amendment or supplement to the Prime Lease which would materially and adversely affect the use or occupancy by Subtenant of the Subleased Premises in accordance with the terms of this Sublease, increase the financial obligations of Subtenant, or decrease Subtenant’s rights under this Sublease, shall not be deemed incorporated herein and shall not be binding on Tenant or impact its rights hereunder without the express prior written consent of Subtenant. For purposes of this Sublease, references in the Prime Lease to the “Term” shall mean the Term of this Sublease and references to the “Premises” in the Prime Lease shall mean the Subleased Premises. Except as otherwise provided herein, when any fraction, factor or formula, which is based on the number of square feet leased, is expressed in the Prime Lease, it will be adjusted by substituting the number of square feet of the Subleased Premises for the number of square feet of the Premises leased in the Prime Lease. Each party agrees that it shall not do or omit to do anything which would result in a default under the Prime Lease, and each party agrees to indemnify and hold the other harmless from and against all claims, demands or liabilities resulting from such party's breach, violation or nonperformance of any of its obligations under the Prime Lease, as incorporated herein. With the exceptions set forth herein, Subtenant shall be entitled to all of the rights and privileges of the Sublandlord as tenant under the terms of the Prime Lease with respect to the Subleased Premises. Notwithstanding anything to the contrary in this Sublease, none of the provisions of the Prime Lease dealing with the following matters shall be applicable to Subtenant or be incorporated into this Sublease: (i) Sublessor is lessee under tenant improvements allowances, (ii) extensions of the term of the Prime Lease; , (iiiii) rights of first refusals or options (iv) parking allocations (but Subtenant shall benefit from the allocations and associated rights set forth in this Sublease), and (v) any other matters that, in context, should not apply to the terms of this Sublease. Specifically, but without limiting the generality of the foregoing, the following provisions of the Prime Lease shall not be incorporated into this Sublease: Sections 9.3, 29.1(but such section shall be incorporated as it relates to the liability of Prime Landlord), 32.4, 51, 54, 55, 56, and 57. Sublandlord represents and warrants to Subtenant that, as of the date hereof, to the actual knowledge of Sublandlord, (i) the Prime Lease is in full force and effect, Sublessor (ii) Sublandlord has submitted to Sublessee neither given nor received a true and complete copy of the Prime Lease and the Prime Lease has not been modified except as set forth in Section 1.1 hereof; (iii) Sublessor has not received any notice of a present default on the part of Sublessor as tenant under the Prime Lease which has not been cured, nor has Sublessor given Prime lessor notice of any default on the part of Prime Lessor as landlord under the Prime Lease which has not been cured, nor does Sublessor have any knowledge of any default by either party under the Prime Lease; , and (iviii) Sublessor has Sublandlord is not received aware of any notice or complaint that any portion of the Premises built out or otherwise improved by Sublessor fails to comply with the physical accessibility requirements of the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed present default under the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "as is" without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth in the Technology Agreement) and with Sublessee's ability to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portionLease.

Prime Lease. 2.2.1 Sublessor Tenant acknowledges that it has read and examined the Prime Lease including all Schedules and Amendments as of the date hereof and is fully familiar with the terms, covenants and conditions on the Landlord's part as tenant to be performed thereunder. All the obligations contained in the Prime Lease conferred and imposed upon Landlord (as lessee therein) except as modified and amended by this Sublease, are hereby represents conferred and warrants that: imposed upon Tenant. Any rights granted to Landlord (i) Sublessor is as lessee under the Prime Lease; (ii) are not necessarily granted to Tenant, as Tenant shall have only those rights as are specifically set forth in this Sublease. Tenant covenants and agrees to fully and faithfully perform the Prime Lease is in full force terms and effect, Sublessor has submitted to Sublessee a true and complete copy conditions of the Prime Lease and this Sublease on its part to be performed. Tenant shall not do or cause to be done or suffer or permit any act to be done which would cause the Prime Lease, or the rights of Landlord, as tenant, under the Prime Lease, to be endangered, canceled, terminated, forfeited or surrendered, or which would cause Landlord to be in default thereunder or liable for any damage, claim or penalty. Tenant agrees, as an express inducement for Landlord's executing this Sublease, that if there is any conflict between the provisions of this Sublease and the provisions of the Prime Lease has not been modified which would permit Tenant to do or cause to be done or suffer or permit any act or thing to be done which is prohibited by the Prime Lease then the provisions of the Prime Lease shall prevail except as for the limitations set forth herein in Section 1.1 1 and 4. If the Prime Lease terminates or is terminated for any reason whatsoever, then this Sublease shall terminate simultaneously therewith. If Tenant is not in default under the terms and conditions hereof, any such termination shall be without liability between Landlord and Tenant, except such liability theretofore accruing; (iii) Sublessor has however, if Tenant is in default, the default provisions hereof shall control as to Tenant's liability. Landlord may not received any voluntarily or otherwise consent to the termination of the Prime Lease without the consent of Tenant, said consent not to be unreasonably withheld, conditioned or delayed. In the event of a bankruptcy, dissolution, or reorganization which might preclude Landlord from performing under the Prime Lease, Tenant, at its option, shall be entitled to consider this Sublease as an assignment of Landlord's right, title and interest in and to the Prime Lease as of the date and time of such event. Tenant shall have the right to exercise this option by written notice of default on to the part of Sublessor as tenant Lessor under the Prime Lease which has not been curedand from and after the date of such notice, nor has Sublessor given Prime lessor notice of any default on Tenant shall be deemed to be the part of Prime Lessor as landlord under the Prime Lease which has not been cured, nor does Sublessor have any knowledge of any default by either party under the Prime Lease; and (iv) Sublessor has not received any notice or complaint that any portion of the Premises built out or otherwise improved by Sublessor fails to comply with the physical accessibility requirements of the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "as is" without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth in the Technology Agreement) and with Sublessee's ability to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portion.

Prime Lease. 2.2.1 Sublessor hereby represents Except as may be inconsistent with the terms of this Sublease, all terms, covenants, conditions, provisions and warrants that: (i) Sublessor is lessee agreements of the Prime Lease shall be applicable to this Agreement with the same force and effect as if Angeion were the Landlord and Subtenant were the Tenant under the Prime Lease; (ii) . Subtenant shall keep and perform promptly each of the terms, covenants, conditions, provisions and agreements of the Tenant under the Prime Lease Lease, except for those provisions which, under the terms of this Sublease, Angeion is in full force and effect, Sublessor has submitted to Sublessee a true and complete copy keep or perform. A default by Subtenant under the terms of the Prime Lease shall constitute a default by Subtenant under the terms of this Sublease. Notwithstanding anything in this Sublease to the contrary, the only services or rights to which Subtenant is entitled pursuant to this Sublease are those to which Angeion is entitled under the Prime Lease, and for all such services and rights, Subtenant will look to Prime Landlord and Angeion hereby authorizes Subtenant to communicate directly with Prime Landlord regarding the same, provided, however, that Subtenant will provide Angeion with (a) a copy of any written notice Subtenant provides to Prime Landlord or which Prime Landlord provides to Subtenant, and (b) notice of any unwritten communication to or with Prime Landlord, each of which shall be provided no later than 24 hours following such notice to or communication to or with Prime Landlord. Subtenant represents that it has read and is familiar with the terms of the Prime Lease. In the event (i) Prime Landlord requires Angeion to make application on Subtenant’s behalf with respect to any matter regarding the Prime Lease has not been modified except as set forth in Section 1.1 hereof; and (iiiii) Sublessor has not received any Angeion is provided with written notice of default on such requirement, Angeion shall use commercially reasonable efforts, at Subtenant’s expense, to make any such application. Angeion shall also use commercially reasonable efforts, at Subtenant’s expense, to join in any effort of Subtenant to enforce the part terms of Sublessor as tenant the Prime Lease against Prime Landlord to the extent the Prime Landlord is not performing an obligation under the Prime Lease which has not been cured, nor has Sublessor given Prime lessor notice Landlord is obligated to perform pursuant to the Prime Lease. In the event Prime Landlord fails or refuses to comply with any of any default on the part terms of Prime Lessor as landlord under the Prime Lease affecting the Subleased Premises or the use or occupancy thereof by Subtenant, Subtenant may, to the extent permitted by applicable law, in its own name (and, if necessary, in the name of Angeion provided that Angeion has consented to the same, which has consent Angeion will not been curedunreasonably withhold or delay) compel performance by Prime Landlord of Prime Landlord’s obligations under the terms and provisions of the Prime Lease, nor does Sublessor have any knowledge of any default and Angeion shall reasonably cooperate with Subtenant in connection therewith. Angeion shall, if requested in writing by either party Subtenant, commence legal proceedings, with counsel reasonably acceptable to Subtenant, against Prime Landlord to compel Prime Landlord to perform under the Prime Lease. Subtenant shall reimburse Angeion for all reasonable costs, including reasonable attorneys’ fees, that Angeion incurs, if (i) Angeion commences legal proceedings for the benefit of Subtenant under this Sublease; and or (ivii) Sublessor has not received Angeion commences any notice or complaint that any portion of the Premises built out or otherwise improved by Sublessor fails to comply with the physical accessibility requirements of the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "as is" without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth legal proceeding in the Technology Agreement) and with Sublessee's ability to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act name of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portionAngeion.

Prime Lease. 2.2.1 Sublessor hereby represents that a true and complete copy of ----------- the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that: (i) Sublessor is lessee under the Prime Lease; (ii) that the Prime Lease is in full force and effect, effect and Sublessor has submitted no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee a true and complete copy shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease and Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease has not been modified except as set forth in Section 1.1 hereof; (iii) for any reason other than a default by Sublessor has not received any notice of default on the part of Sublessor as tenant under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has not been curedpursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, nor has Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor given as Tenant under the Prime lessor notice Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Lessee thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any default on of its obligations under the part of Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor as landlord which Sublessor would otherwise be entitled to under the Prime Lease which has not been curedas a result of such default; subject, nor does Sublessor have however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any knowledge of alterations or improvements to the Subleased Premises, to furnish any default by either party services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease; , Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and (iv) Sublessor has not received without obligating itself to institute legal action or incur any notice or complaint that any portion out of the Premises built out or otherwise improved by pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to comply take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the physical accessibility requirements of Leased Premises, Sublessee shall have the Americans With Disabilities Act. Sublessee warrants right to take such action in Sublessee's own name and acknowledges for that it has reviewed purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and is satisfied with the arrangements therein reflectedhereby are conferred upon and assigned to Sublessee. Sublessee also warrants shall be subrogated to such rights to the extent that it is satisfied with the present condition of same shall apply to the Premises (which Sublessee takes "as is" without Subleased Premises. If any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth such action against Prime Lessor in the Technology Agreement) and with Sublessee's ability name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to use the Premises on the terms herein set forth. take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor also represents that it has heretofore used and/or storedharmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act that copies of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed ofall papers, and notices of all proceedings, shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating be given to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portion.

Prime Lease. 2.2.1 Sublessor hereby represents This Sublease is subject and warrants that: (i) Sublessor is lessee under the Prime Lease; (ii) subordinate to the Prime Lease is in full force and effectSublandlord conveys, Sublessor has submitted and Subtenant takes, no greater rights hereunder than those accorded to Sublessee a true and complete copy or taken by Sublandlord as tenant under the terms of the Prime Lease during the Term. Except as otherwise expressly provided herein, or except as may be inapplicable or inconsistent with the other provisions hereof, all of the terms and provisions in the Prime Lease has not been modified except are incorporated herein by reference as if set forth herein in Section 1.1 hereof; (iii) Sublessor has not received any notice of default on full and shall be applicable to this Sublease with the part of Sublessor same force and effect as tenant under if Sublandlord were the Prime Lease which has not been cured, nor has Sublessor given Prime lessor notice of any default on the part of Prime Lessor as landlord under the Prime Lease which has not been curedand Subtenant were the tenant thereunder. Except as otherwise expressly provided herein, nor does Sublessor have any knowledge Subtenant covenants with Sublandlord to fully and faithfully perform all of Sublandlord's obligations, covenants and conditions under the Prime Lease to be paid, performed and observed with respect to the Subleased Premises from and after the Sublease Term Commencement Date, and Sublandlord covenants with Subtenant to use reasonable best efforts to cause Prime Landlord to fully and faithfully perform all of Prime Landlord's obligations, covenants and conditions under the Prime Lease to be paid, performed and observed with respect to the Subleased Premises from and after the Sublease Term Commencement Date. Sublandlord agrees to promptly provide Subtenant with a copy of any default notice received by either party under the Sublandlord from Prime Lease; and (iv) Sublessor has not received any notice or complaint that any portion of the Premises built out or otherwise improved by Sublessor fails to comply with the physical accessibility requirements of the Americans With Disabilities ActLandlord. Sublessee warrants and acknowledges that it has reviewed If the Prime Lease and is satisfied with gives Sublandlord any right to terminate the arrangements therein reflected. Sublessee also warrants that it is satisfied with Prime Lease in the present condition event of the Premises (which Sublessee takes "as is" without any representation partial or warranty by Sublessor regarding the condition total damage, destruction, or condemnation of the Subleased Premises or the fitness building or project of which the Subleased Premises for any particular use except as otherwise specifically set forth in the Technology Agreement) and with Sublessee's ability to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for exampleare a part, the Federal Comprehensive Environmental Response Compensation Liability Act exercise of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and such right by Sublandlord shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused constitute a default or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portionhereunder.

Prime Lease. 2.2.1 Except as may be inconsistent with the terms hereof, all the terms, covenants and conditions contained in the Prime Lease (other than any options or rights of first refusal granted to Sublessor hereby represents or obligations of Sublessor to offer to purchase the Sublet Premises) shall be applicable to this Sublease with the same force and warrants that: (i) effect as if Sublessor is were the lessor under the Prime Lease and Sublessee were the lessee thereunder; and in case of any breach hereof by Sublessee, Sublessor and Sublessee shall have all the rights against each other as would be available to the Prime Landlord and the lessee under the Prime Lease; (ii) Lease if such breach were by a party thereto. Neither Sublessor nor Sublessee shall either do or permit anything to be done which would cause the Prime Lease is to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in full force the Prime Landlord. Sublessee shall indemnify and effect, hold Sublessor has submitted to harmless from and against all claims of any kind whatsoever by reason of any breach or default on the part of Sublessee a true and complete copy by reason of which the Prime Lease and the Prime Lease has not been modified may be terminated or forfeited, except as set forth in Section 1.1 hereof; (iii) Sublessor has not received by reason of any notice of breach or default on the part of Sublessor as tenant that could cause the Prime Lease to be terminated. Sublessor agrees that, provided that Sublessee is not in default under the Sublease, Sublessor shall not (i) voluntarily surrender the Sublet Premises prior to the expiration or termination of the term of the Sublease, except in instances in which the Prime Lease terminates early due to casualty damage, taking of the Premises by eminent domain or otherwise through no fault of Sublessor, or (ii) breach its obligations under the Prime Lease which has not been cured, nor has Sublessor given Prime lessor notice of any default on the part of Prime Lessor so as landlord under to give the Prime Lease which has not been cured, nor does Sublessor have any knowledge of any default by either party under Landlord the right to terminate the Prime Lease; , and (iv) Sublessor has not received any notice agrees to indemnify and hold Sublessee harmless from losses or complaint that any portion of the Premises built out or otherwise improved by Sublessor fails damages arising from Sublessor's failure to comply with the physical accessibility requirements of foregoing. Sublessor shall retain the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed right to exercise the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "as is" without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically cancellation option set forth in Section 66 of the Technology Agreement) and with Sublessee's ability to use the Premises on the terms herein set forth. Sublessor also represents Prime Lease, but agrees that it has heretofore used and/or storedshall exercise such right only with the prior written consent of Sublessee. In the event that the cancellation option is so exercised, and shall from Sublessee agrees to pay the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act associated termination fee of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portion$132,182.86.

Prime Lease. 2.2.1 Sublessor hereby represents Subtenant agrees that it will do nothing in, on or about the Subleased Premises which would result in the breach by Sublandlord of its undertakings and warrants that: (i) Sublessor is lessee obligations under the Prime Lease; (ii) . Except as expressly set forth herein, this Sublease shall be subject to and on all of the Prime Lease is terms and conditions as are contained in full force and effect, Sublessor has submitted to Sublessee a true and complete copy of the Prime Lease and the Prime Lease has not been modified except as set forth in Section 1.1 hereof; (iii) Sublessor has not received any notice provisions of default on the part of Sublessor as tenant under the Prime Lease which has not been curedare hereby incorporated into this Sublease as if Sublandlord were the landlord thereunder and Subtenant the tenant thereunder. Where appropriate, nor has Sublessor given Prime lessor notice of any default on the part of Prime Lessor as landlord under references to "Landlord" in the Prime Lease shall be deemed to mean "Sublandlord" hereunder and references to "Tenant" in the Prime Lease shall be deemed to mean "Subtenant" hereunder, it being understood and agreed that Sublandlord will not be acting as, or assuming any of the responsibilities of, Prime Landlord, and all references in the Prime Lease to Landlord-provided services or Landlord insurance requirements, and any other references which has by their nature relate to the owner or operator of the Building, rather than to a tenant of the Building subleasing space to a subtenant, shall continue to be references to Prime Landlord and not been curedto Sublandlord. Without limiting the foregoing, nor Subtenant expressly agrees that it does Sublessor not have any knowledge of any default by right to expand the premises or extend the term under either party under the Prime Lease; and (iv) Sublessor has not received any notice Sublease or complaint that any portion of the Premises built out or otherwise improved by Sublessor fails to comply with the physical accessibility requirements of the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also warrants that it is satisfied not entitled to any expenditure or allowance by Sublandlord or Prime Landlord with respect to improvements to the present condition of the Premises (which Sublessee takes "as is" without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use Subleased Premises, except as otherwise specifically expressly set forth in the Technology Agreement) and with Sublessee's ability to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portionherein.

Prime Lease. 2.2.1 Sublessor (a) All the rights and obligations of Sublandlord contained in the Prime Lease as they relate to the Sublet Premises are hereby represents conferred and warrants that: imposed upon Subtenant, except as expressly modified and amended by this Sublease. Subtenant hereby assumes all of the obligations of Sublandlord under the Prime Lease as they relate to the Sublet Premises (i) Sublessor is lessee except for payment of the Rent under the Prime Lease; (ii) first arising on or after the Prime Lease is in full force Commencement Date as though it were the original lessee of the Sublet Premises and effect, Sublessor has submitted covenants and agrees fully and faithfully to Sublessee a true perform the terms and complete copy conditions of the Prime Lease and the Sublease as they relate to the Sublet Premises on its part to be performed, including, but not limited to, all indemnity, maintenance, repair and compliance with law obligations. Subtenant shall not do or cause to be done or suffer or permit any act to be done which would or might cause the Prime Lease has not been modified except as set forth in Section 1.1 hereof; (iii) Sublessor has not received any notice Lease, or the rights of default on the part of Sublessor Sublandlord as tenant under the Prime Lease Lease, to be endangered, canceled, terminated, forfeited or surrendered, or which has would or might cause Sublandlord to be in default thereunder or liable for any damage, claim or penalty. For so long as this Sublease shall remain in full force and effect and Subtenant is not been cured, nor has Sublessor given Prime lessor notice in default hereunder beyond the expiration of any default on applicable notice and cure periods, Sublandlord shall not cause any Event of Default or agree to terminate the part Prime Lease prior to the expiration thereof. Subtenant agrees, as an express inducement for Sublandlord 's executing this Sublease, that if there is any conflict between the provisions of Prime Lessor as landlord under this Sublease and the provisions of the Prime Lease which has not been cured, nor does Sublessor have would permit Subtenant to do or cause to be done or suffer or permit any knowledge of any default act or thing to be done which is prohibited by either party under the Prime Lease; and (iv) Sublessor has not received any notice or complaint that any portion , then the provisions of the Premises built out or otherwise improved by Sublessor fails to comply with the physical accessibility requirements of the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed the Prime Lease shall prevail. All indemnities, rights and is satisfied with remedies given to the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "as is" without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth Prime Landlord in the Technology Agreement) and with Sublessee's ability Prime Lease are hereby given to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portionSublandlord under this Sublease.

Prime Lease. 2.2.1 Sublessor hereby represents and warrants thatthat : (i) Sublessor is lessee the tenant under the Prime LeaseLease and has the full right to enter into this Sublease (subject, however, to Prime Lessor' s consent); (ii) the Prime Lease is in full force and effect, Sublessor has submitted to Sublessee a true and complete copy of the Prime Lease and the Prime Lease has not been modified except as set forth in Section 1.1 hereof; (iii) Sublessor has not received from Prime Lessor any notice of any default on the part of Sublessor as tenant under the Prime Lease which has not been cured, nor has Sublessor given Prime lessor Lessor notice of any default on the part of Prime Lessor as landlord under the Prime Lease which has not been cured, nor does Sublessor have any knowledge of any default by either party under the Prime Lease; and (iv) Sublessor has not received any notice or complaint that any portion submitted to Sublessee a true and complete copy of those portions of the Prime Lease that are pertinent to or affect Sublessee's rights and obligations under the Sublease; and (v) to the best of Sublessor's knowledge and belief, the Premises built out or otherwise improved by Sublessor fails to comply with and their electrical, mechanical, plumbing, heating, ventilating and air-conditioning systems are in working order and repair and in a condition adequate for the physical accessibility requirements conduct in the Premises of the Americans With Disabilities ActSublessee's business. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "as is" without any representation or warranty by Sublessor regarding the condition of the Premises [except as set forth in clause 2.2.1(v) above] or the fitness of the Premises for any particular use except as otherwise specifically set forth and without any obligation of any kind on Sublessor to make any repairs or improvements thereto in the Technology Agreementconnection with Sublessee's occupancy) and with Sublessee's ability to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portion.

Prime Lease. 2.2.1 Sublessor hereby represents and warrants that: (ia) Sublessor is lessee under the Prime Lease; (ii) the Prime Lease is in full force and effect, Sublessor has submitted to Sublessee a A true and complete copy of the Prime Lease (with certain financial provisions deleted for reasons of confidentiality) is attached hereto as Exhibit B. Where not expressly inconsistent with the terms hereof and except as otherwise stated herein to the contrary, this Sublease shall be subject and subordinate to all of the terms and conditions contained in the Prime Lease has not been modified except as set forth in Section 1.1 hereof; (iii) Sublessor has not received any notice said terms and conditions affect the Subleased Premises, and all of default on the part terms and conditions of Sublessor as tenant under the Prime Lease which has not been cured(except to the extent that they are inapplicable to, nor has Sublessor given Prime lessor notice of any default on or modified by the part of Prime Lessor provisions of, this Sublease, or inapplicable to the Subleased Premises) are hereby incorporated into this Sublease and shall be binding upon Subtenant with respect to the Subleased Premises to the same extent as if Subtenant were named as tenant and Sublandlord as landlord under the Prime Lease. If any of the express provisions of this Sublease shall conflict with any of the provisions of the Prime Lease incorporated by reference, such conflict shall be resolved in every instance in favor of the express provisions of this Sublease. For purposes of this Sublease, references in the Prime Lease to the “term” shall mean the Term of this Sublease and references to the “premises” in the Prime Lease shall mean the Subleased Premises. References to the Building shall mean Building 3 only. Except as otherwise provided herein, when any fraction, factor or formula, which has not been curedis based on the number of square feet leased, nor does Sublessor have any knowledge of any default by either party under is expressed in the Prime Lease; and (iv) Sublessor has not received any notice or complaint that any portion , it will be adjusted by substituting the number of square feet of the Subleased Premises for the number of square feet of the Premises built out or otherwise improved by Sublessor fails leased in the Prime Lease. The Sublandlord represents and warrants to comply with the physical accessibility requirements Subtenant that, as of the Americans With Disabilities Act. Sublessee warrants date of execution of the Sublease, to the best of Sublandlord’s knowledge, there are no Defaults on the behalf of Prime Landlord or Sublandlord and acknowledges that it has reviewed Sublandlord is not aware of any facts or circumstances which could result or lead to the Default of the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "as is" without any representation by Prime Landlord or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth in the Technology Agreement) and with Sublessee's ability to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portionSublandlord.

Prime Lease. 2.2.1 Sublessor hereby represents This Sublease is subject and warrants that: (i) Sublessor is lessee under the Prime Lease; (ii) subordinate to the Prime Lease is except as may be inconsistent with the terms hereof. The terms, covenants and conditions contained in full force Sections 1(a), 5(a), 6(b), 6(c), 6(e), 7, 8, 11(a), 14, 18, 19, 20(a), 20(d), 21(a) through (g), 21(i), 25, 26, 28(a), 30, 34(a), 34(b), 34(d) through (f), 34(h) through 34(m), 34(o), 34(p), and effect, Sublessor has submitted Exhibit D to Sublessee a true and complete copy the extent particular provisions thereof are referred to in the forgoing Sections of the Prime Lease are incorporated in this Sublease with the same force and effect as if Sublessor were the Prime Lease has not been modified except Landlord and Sublessee were the tenant thereunder, and Sublessor shall have all rights against Sublessee as set forth in Section 1.1 hereof; (iii) Sublessor has not received any notice of default on would be available to the part of Sublessor as Prime Landlord against the tenant under the Prime Lease which has if such breach were by the tenant thereunder; provided, that incorporating such provisions herein shall not been cured, nor has obligate Sublessor given Prime lessor notice of or be construed as causing Sublessor to assume or agree to perform any default on the part obligations of Prime Lessor as landlord Landlord under the Prime Lease except with respect to the giving of notice under this Sublease. Sublessee shall not do, omit to do or permit to be done or omitted any act in or related to the Premises which has not been curedcould constitute a breach or default under the terms of the Prime Lease, nor does or result in the termination of the Prime Lease by Prime Landlord. Notwithstanding anything herein contained, the only services or rights to which Sublessee is entitled hereunder are those to which Sublessor have any knowledge of any default by either party is entitled under the Prime Lease; , and (iv) for all such services and rights Sublessee will look solely to the Prime Landlord. Sublessor has not received any notice or complaint that any portion will cooperate with the Sublessee to secure the cooperation of the Premises built out or otherwise improved by Sublessor fails Prime Landlord with respect to comply with the physical accessibility requirements of the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed any matter arising under the Prime Lease and as to which such cooperation is satisfied with the arrangements therein reflectedreasonably required. Sublessee also warrants that it is satisfied acknowledges Prime Landlord's rights with the present condition of respect to the Premises (which Sublessee takes "as is" without any representation or warranty by Sublessor regarding pursuant to the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth in the Technology Agreement) and with Prime Lease are superior to Sublessee's ability to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated are not affected by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor of any of the foregoing representations relating to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior to the ------------------ *Confidential treatment has been requested for the marked portionthis Sublease.

Prime Lease. 2.2.1 Sublessor Sublessee acknowledges that it has read and examined the Prime Lease including all Schedules and Amendments as of the date hereof and is fully familiar with the terms, covenants and conditions on the Sublandlord's part as tenant to be performed thereunder. All the obligations contained in the Prime Lease conferred and imposed upon Sublandlord (as lessee therein) except as modified and amended by this Sublease, are hereby represents conferred and warrants that: imposed upon Sublessee. Any rights granted to Sublandlord (i) Sublessor is as lessee under the Prime Lease; (ii) are not necessarily granted to Sublessee, as Sublessee shall have only those rights as are specifically set forth in this Sublease. Sublessee covenants and agrees to fully and faithfully perform the Prime Lease is in full force terms and effect, Sublessor has submitted to Sublessee a true and complete copy conditions of the Prime Lease and this Sublease on its part to be performed. Sublandlord shall make all rental payments to Landlord when due under the Prime Lease has and shall not been modified except do or cause to be done or suffer or permit any act to be done which would cause the Prime Lease, or the rights of Sublandlord, as set forth Tenant, under the Prime Lease, to be endangered, canceled, terminated, forfeited, surrendered or which would cause Sublandlord to be in Section 1.1 hereof; (iii) Sublessor has not received default thereunder or liable for any damage, claim or penalty. Should Sublandlord receive any notice of default from Landlord in connection with the Prime Lease, Sublandlord shall promptly forward said notice to Sublessee. Sublessee shall not do or cause to be done or suffer or permit any act to be done which would cause the Prime Lease, or the rights of Sublandlord, as tenant, under the Prime Lease, to be endangered, canceled, terminated, forfeited or surrendered, or which would cause Sublandlord to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublandlord's executing this Sublease, that if there is any conflict between the provisions of this Sublease and the provisions of the Prime Lease which would permit Sublessee to do or cause to be done or suffer or permit any act or thing to be done which is prohibited by the Prime Lease then the provisions of the Prime Lease shall prevail except for the limitations set forth herein in Section 4. If the Prime Lease terminates or is terminated for any reason whatsoever, then this Sublease shall terminate simultaneously therewith. If Sublessee is not in default under the terms and conditions hereof, any such termination shall be without liability between Sublandlord and Sublessee, except such liability theretofore accruing; however, if Sublessee is in default, the default provisions hereof shall control as to Sublessee's liability. Sublandlord may not voluntarily or otherwise consent to the termination of the Prime Lease without the consent of Sublessee, said consent not to be unreasonably withheld. In the event of a bankruptcy, dissolution, or reorganization which might preclude Sublandlord from performing under the Prime Lease, Sublessee, at its option, shall be entitled to consider this Sublease as an assignment of Sublandlord's right, title and interest in and to the Prime Lease as of the date and time of such event. Sublessee shall have the right to exercise this option by written notice to the lessor under the Prime Lease and from and after the date of such notice, Sublessee shall be deemed to be the lessee under the Prime Lease. Sublandlord shall have no duty to perform any obligations of the Landlord under the Prime Lease and shall under no circumstances be responsible for or liable to Sublessee for any default, failure or delay on the part of Sublessor as tenant under the Prime Lease which has not been cured, nor has Sublessor given Prime lessor notice Landlord in the performance of any default on the part of Prime Lessor as landlord under the Prime Lease which has not been cured, nor does Sublessor have any knowledge of any default by either party obligations under the Prime Lease; and (iv) Sublessor has not received any notice or complaint that any portion , nor shall such default of the Premises built out Landlord affect this Sublease or otherwise improved by Sublessor fails to comply with waive or defer the physical accessibility requirements of the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "as is" without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth in the Technology Agreement) and with Sublessee's ability to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, and shall from the date hereof through the Commencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or Federal law (for example, the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, the Massachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, stored and disposed of, and shall from the date hereof through the Commencement Date use, store and dispose of, all such Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the release or discharge of any Hazardous Substances in or about the Premises that has not been fully cleaned up and remediated in accordance with all applicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, losses, liability, costs and expenses incurred by Sublessee as a result of any breach by Sublessor performance of any of Sublessee's obligations hereunder; provided, nevertheless, that in the foregoing representations relating event of any such default or failure of performance by Landlord, Sublandlord agrees, upon notice from Sublessee, to Sublessor's use, storage and disposal of Hazardous Substances. Sublessor shall, prior make demand upon Landlord to perform its obligations under the ------------------ *Confidential treatment has been requested for the marked portionPrime Lease.