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EXECUTION COPY

SUBLEASE

SUBLEASE made as of January 6, 2006, between PAREXEL INTERNATIONAL, LLC, a Delaware limited liability company having an office at 200 West Street, Waltham, Massachusetts 02451 (“Sublandlord”) and SALARY.COM, Inc., a Delaware corporation (“Subtenant”).

R E C I T A L S

A. PAREXEL International Corporation (“PAREXEL”), leased certain premises located at 195 West Street, Waltham, MA 02451 (the “Premises”), pursuant to a certain Lease between Boston Properties Limited Partnership and PAREXEL dated June 14, 1991, as amended (collectively, the “Prime Lease”), a true and complete copy of which Prime Lease (with all amendments thereto) is attached hereto as Exhibit A and made a part hereof.

B. Sublandlord is the successor in interest to PAREXEL under the Prime Lease

C. Boston Properties Limited Partnership is a Delaware limited partnership with offices at c/o Boston Properties, 800 Boylston Street, Boston, MA 02199, (“Landlord”)

D. Subtenant, as subtenant, wishes to sublease from Sublandlord, and Sublandlord, as sublandlord, wishes to sublease to Subtenant, approximately 51,291 rentable square feet of space of the Premises shown on the attached Exhibit B (the “Sublease Premises”) upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, the parties covenant and agree as follows:

1. BASIC DATA: DEFINITIONS. As used herein, the following capitalized terms shall have the following meanings:

Capitalized terms not defined herein shall have the same meaning given to them in the Prime Lease.

2. TERM. Sublandlord leases to Subtenant, and Subtenant leases from Sublandlord, the Sublease Premises for the Term. Subtenant shall have reasonable access to the Sublease Premises (i) commencing on February 1, 2006 for the purpose of performing necessary cable and wire installation and performance of any of Subtenant’s improvements and (ii) commencing on April 20, 2006 for the purpose of fully occupying the Premises, but only in all events if the Landlord has approved this Sublease pursuant to Section 20 below mad Subtenant can prove to Sublandlord that it has obtained all of the insurance required by the terms of this Sublease and the Prime Lease.

3. IMPROVEMENTS.

A. Provided that Subtenant shall not unreasonably interfere with Sublandlord’s continued use and occupancy of the Remaining Premises, Subtenant shall expeditiously perform all of the construction of the interior improvements to the Sublease Premises necessary for Subtenant’s use of the Sublease Premises as contemplated hereunder and described on Exhibit E hereto (the “Subtenant’s Work”); provided, however, that all of Subtenant’s Work shall be done in a good and workmanlike manner using first quality materials and in accordance with (i) the provisions of the Prime Lease applicable thereto, (ii) all laws, rules, regulations and insurance requirements applicable thereto and (iii) those certain plans and specifications to be constructed on behalf of Subtenant by a reputable contractor and subject to the reasonable approval by Sublandlord (the “Subtenant’s Plans”). Notwithstanding anything to the contrary set forth in this Section 3(A), Subtenant may not perform the Subtenant’s Work unless the Subtenant’s Plans have been approved by Landlord.

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B. Subtenant hereby covenants and agrees, at its sole cost and expense and in accordance with the terms and provision of this Sublease, to initiate and thereafter diligently prosecute to completion the Subtenant’s Work. Subtenant further acknowledges and agrees the Sublandlord shall have no obligation to perform any portion of the Subtenant’s Work, all of such work being the sole responsibility of Subtenant hereunder.

C. Sublandlord shall provide to Subtenant an allowance of $256,455.00 (the “Subtenant Allowance”) to be applied towards the cost of the Subtenant’s Work (including, without limitation, the architect’s fee, improvements, tel/data wiring, moving and all other reasonable occupancy expenses in connection therewith). It is understood and agreed that the Subtenant Allowance (or portions thereof) will be made available to Subtenant within thirty (30) days after Subtenant provides Sublandlord with invoices showing the actual cost of performing the applicable portion of the Subtenant’s Work, and that such disbursement may occur at any time after the execution of this Sublease and commencement of the Term. To the extent the costs of the Subtenant’s Work exceed the Subtenant Allowance, Subtenant shall be solely responsible for such excess costs and shall promptly pay the difference to the appropriate contractors and suppliers.

D. Notwithstanding the foregoing, Sublandlord shall be under no obligation to apply any portion of the Subtenant Allowance for any purposes other than as provided in this. Section 3, nor shall Sublandlord be deemed to have assumed any obligations, in whole or in part, of Subtenant to any contractors, subcontractors, suppliers, workmen or materialmen. In addition, Sublandlord shall not be obligated to make any application of any portion of the Subtenant Allowance (i) for so long as (x) there shall be an existing default of Subtenant or (y) there are any liens which are not bonded to the reasonable satisfaction of Sublandlord against Subtenant’s interest in the Sublease or against the Building or the Site arising out of any work performed by Subtenant or any litigation in which Subtenant is a party or (ii) to the extent not requested by Subtenant prior to May 1, 2007. Further, in no event shall Sublandlord be required to make application of any portion of the Subtenant Allowance on account of any supervisory fees, overhead, management fees or other payments to Subtenant, or any partner or affiliate of Subtenant.

4. RENT AND OTHER CHARGES.

A. Fixed Rent. Subtenant shall pay Sublandlord without offset or deduction and without notice or demand therefor the Fixed Rent in the amount specified in Section 1 of this Sublease. Subject to any applicable notice and cure period, Fixed Rent shall be payable monthly in advance on the first day of each month. Such monthly payments shall be in an amount equal to 1/12th of the amount of Fixed Rent due per annum.

B. Additional Rent. Subtenant shall also pay Sublandlord, as additional rent (“Additional Rent”), such other sums of money as shall become due and payable by Sublandlord to Landlord pursuant to the Prime Lease due to a default by Subtenant under this Sublease, within thirty (30) days of Subtenant’s receipt of an invoice thereof. If Subtenant fails to pay any

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rent when due, and such failure continues for ten (10) days after written notice from Sublandlord thereof, such unpaid amount shall bear a five percent (5%) late charge, which will be immediately due and payable. Subtenant shall also pay Sublandlord, as Additional Rent, its “pro-rata share” of increases or escalations in operating expenses above the “Operating Expenses Allocable to the Premises” as defined in the Prime Lease for calendar year 2006 and its “pro-rata share” of increases or escalations in real estate taxes above the “Landlord Tax Expenses Allocable to the Premises” as defined in the Prime Lease for fiscal year 2007. For purposes of this Section 4.B., Subtenant’s “pro-rata share” shall be the percentage expressed as a fraction, the numerator of which is 51,291 s.f., and the denominator of which is the number of rentable square feet of floor area that Sublandlord is leasing under the Prime Lease (such number to include the rentable square feet of the Sublease Premises) as such rentable square feet may change from time to time. By way of example only, if Sublandlord is leasing 63,500 rentable square feet of floor area under the Prime Lease (including the Sublease Premises), Subtenant’s “pro-rata share” would be 51,291/63,500 (80.77%). In addition to the Fixed Rent, Subtenant shall pay for its electricity for lights and outlets used within the Sublease Premises at the following rates: May 1, 2006-April 30, 2007, $61,549.20 per annum, in monthly instalments of $5,129.10; May 1, 2007- April 30, 2008, $66,678.30 per annum, in monthly instalments of $5,556.53; May 1, 2008-April 30, 2009, $71,807.40 per annum, in monthly instalments of $5,983.95. In addition, on May 1, 2006 Subtenant shall pay $1,880.67 to Sublandlord, representing electricity for lights and outlets used within the Sublease Premises from April 20, 2006 to April 30, 2006. Such monthly instalments shall be due on or before the first day of each month.

C. Prorations. Fixed Rent and Additional Rent payable pursuant to Section 4 shall be prorated for any portion of a calendar month included at the beginning or end of the term of this Sublease.

D. Delivery of Rent. Notwithstanding anything to the contrary set forth in this Sublease, all payments by Subtenant of Fixed Rent, Additional Rent, payments of Subtenant’s Electricity, and any other charges, fees, interest or sums due Sublandlord under this Sublease shall be subject to the terms and conditions of Section 5.6.5(C) of the Prime Lease, which terms are expressly incorporated herein by this reference. Sublandlord hereby agrees that all payments made directly to Landlord by Subtenant of Fixed Rent, Additional Rent, payments of Subtenant’s Electricity, and any other charges, fees, interest or sums due Sublandlord under this Sublease in accordance with Section 5.6.5(C) of the Prime Lease shall be binding upon Sublandlord in the same manner as if Subtenant had delivered such sums directly to Sublandlord as required hereunder.

E. Cafeteria. Subtenant shall have access to the food service area (the “Cafeteria”) area, common to all tenants in the Building, located on the first floor of the Building. However, Subtenant shall solely have the responsibility of hiring and managing a third party to operate the Cafeteria, and Subtenant shall be responsible for all costs, fees, liabilities and expenses in connection therewith.

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5. USE. The Sublease Premises shall be used for the Permitted Uses and for no other purposes.

6. CONDITION OF PREMISES. Sublandlord shall deliver the Sublease Premises to Subtenant in “As-Is”, broom clean condition at the start of the Term. Subtenant agrees to accept the Sublease Premises in “As-Is” condition and shall deliver the Sublease Premises in broom- clean condition. Subject to Section 3(C) and 3(D) above, all costs and expenses for Subtenant’s improvements and cabling shall be borne by Subtenant and any installation and modifications must be approved in advance by Sublandlord, such approval not to be unreasonably withheld, conditioned or delayed.

7. ASSIGNMENT AND SUBLEASING. Subtenant shall not assign this Sublease nor sublet the Sublease Premises in whole or in part without complying with the terms of the Prime Lease and without the prior consent of Sublandlord, which shall not be unreasonably withheld or delayed, and shall not permit Subtenant’s interest in this Sublease to be vested in any third party by operation of law or otherwise; provided, however, that neither a corporate restructuring nor a public offering of Subtenant shall constitute an assignment hereof, but a change of control of Subtenant shall constitute an assignment hereof, unless the surviving party can reasonably show that it is at least as creditworthy as Subtenant immediately prior to the change of control and the surviving party agrees to assume each and every right and obligation of Subtenant hereunder.

8. RELATION TO PRIME LEASE. This Sublease is subject and subordinate to the Prime Lease. Except as may be herein specifically provided in this Sublease or Exhibit C, all the terms, covenants and conditions contained in the Prime Lease shall, with respect to the Sublease Premises, be applicable to this Sublease with the same force and effect as if Sublandlord were the landlord under the Prime Lease and Subtenant were the tenant thereunder (except that Subtenant shall have no responsibility for any obligations (i) arising out of a default or breach by Sublandlord under the Prime Lease not arising out of Subtenant’s breach hereunder, or (ii) pertaining to the Remaining Premises, which obligations shall remain the sole obligations of Sublandlord in all instances); and in case of any breach hereof by Subtenant, Sublandlord shall have all of the rights against Subtenant as would be available to the landlord against the tenant under the Prime Lease as if such breach had occurred with respect to the tenant thereunder.

9. MAINTENANCE/SERVICES. With respect to the maintenance, repairs, replacements and/or services which Landlord is obligated to provide to Sublandlord under the Prime Lease, Sublandlord’s sole obligation to Subtenant shall be to use its best efforts to require the Landlord to perform its obligations with respect thereto in accordance with the Prime Lease including, but not limited to, making demand upon Landlord to perform its obligations under the Prime Lease, including, if necessary in Sublandlord’s reasonable discretion, taking appropriate legal action to enforce the Prime Lease, provided that Subtenant agrees to pay all reasonable costs and expenses of Sublandlord related to such legal action. Sublandlord shall provide Subtenant with advance notice of any such action to enforce the terms of the Prime Lease (including its choice of attorney and an estimate of the costs and expenses likely to be incurred) and keep Subtenant reasonably informed of material developments in any such legal proceedings.

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10. COMPLIANCE WITH PRIME LEASE. Subtenant shall neither do nor permit anything to be done which would violate any term or provision of the Prime Lease which is applicable to Subtenant, and Subtenant shall indemnify and hold Sublandlord harmless from and against all claims of any kind whatsoever by reason of any breach or default on the part of Subtenant of such terms and provisions of the Prime Lease. Subtenant represents to Sublandlord that it has read and is familiar with the terms of the Prime Lease.

11. SECURITY DEPOSIT. Upon execution of this Sublease, Subtenant shall deposit with Sublandlord the sum specified in Section 1 of this Sublease or provide a letter of credit in the same amount as referenced in the definition of the terms “Security Deposit” as security for Subtenant’s faithful and timely performance of each and every one of Subtenant’s obligations hereunder; provided that in the event Subtenant initially deposits cash as a Security Deposit, Subtenant shall have the right to substitute some or all of the cash Security Deposit in an acceptable letter of credit in the same amount and from an agreed upon financial institution. If Subtenant fails to pay Fixed Rent, Additional Rent, or other charges when due under this Sublease or fails to perform any of its other obligations hereunder, Sublandlord at its sole election, after the lapse of any applicable cure period, if any (including, without limitation, the cure period set forth in Section 7.1 (a)(i) of the Prime Lease), may use or apply all or any portion of this Security Deposit for the payment of any Fixed Rent, Additional Rent, or other amount’ then due hereunder and unpaid or for the payment of any other sum for which Sublandlord may become obligated by reason of Subtenant’s default or breach, or for any loss or damage sustained by Sublandlord as a result of Subtenant’s default or breach. If Sublandlord so uses any portion of the Security Deposit, Subtenant shall within ten (10) days after written demand by Sublandlord, restore the cash Security Deposit or the applicable face amount of the letter of credit, and Subtenant’s failure to do so shall constitute a default under this Sublease. Sublandlord shall not be required to keep the Security Deposit separate from its general accounts and shall have no obligation or liability for payment of interest on the Security Deposit. Subtenant shall have no right to claim a set-off or credit on account of the Security Deposit until all of its liabilities hereunder have been ascertained and satisfied in full. Within thirty (30) days after the Term has expired, or Subtenant has vacated the Sublease Premises, whichever shall last occur, and provided Subtenant is not then in default of any of its obligations hereunder, the Security Deposit or so much thereof as has not theretofore been applied by Sublandlord, shall be returned to Subtenant or to the last assignee, if any, of Subtenant’s interest. Subtenant acknowledges that Sublandlord will agree to accept a Letter of Credit in lieu of a cash deposit as an accommodation to Subtenant and Subtenant agrees that the Letter of Credit and all amounts drawn thereunder shall be treated for all purposes under this Sublease as if a cash deposit had been tendered to Sublandlord upon the execution of this Sublease.

12. INDEMNIFICATIONS. Except due to any breach of the Prime Lease or this Sublease by Sublandlord and/or the negligence or willful misconduct of Sublandlord, its agents, contractors, employees, licensees or invitees, Subtenant shall indemnify, defend, and hold harmless Sublandlord, its agents, representatives and employees from and against any and all liabilities (statutory or otherwise), claims, suits, demands, judgments, costs, interest, and

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expense, including, but not limited to, attorney’s fees and disbursements, arising from any injury to, or death of, any persons, or damage to property (including loss of use thereof) related to (i) Subtenant’s use of the Sublease Premises or conduct of business therein, (ii) any work or thing whatsoever done or any condition created by or on behalf of the Subtenant in or about the Sublease Premises, (iii) any condition of the Sublease Premises due to or resulting from any default by Subtenant in the performance of Subtenant’s obligations under this Sublease, including but not limited to breach or default of the Prime Lease as set forth in Paragraph 10 above, or (iv) any act, omission, or negligence of Subtenant or its agents, contractors, employees, licensees, or invitees.

Except due to any breach of the Prime Lease or this Sublease by Subtenant and/or the negligence or willful misconduct of Subtenant, its agents, contractors, employees, licensees or invitees, Sublandlord agrees to and hereby does indemnify and save Subtenant harmless against all claims for damages to persons or property, and all expenses incurred by Subtenant as a result thereof, including reasonable attorneys’ fees and court costs, by reason of any default of Sublandlord under the Prime Lease or this Sublease.

13. BROKERS. Sublandlord and Subtenant warrant and represent to the other that they have dealt with no real estate broker in connection with this Sublease other than the Brokers. Sublandlord agrees to pay to Brokers for negotiating this Sublease, a commission as agreed to in a separate agreement. Subtenant covenants to pay, hold harmless and indemnify the Sublandlord fi from and against any and all cost, expense or liability for any compensation, commissions or charges claimed by any broker on behalf of the Subtenant with respect to this Sublease or negotiation thereof, other than the Brokers. Sublandlord covenants to pay, hold harmless and indemnify the Subtenant from and against any and all cost, expense or liability for any compensation, commissions or charges claimed by any broker on behalf of the Sublandlord with respect to this Sublease or negotiation thereof, other than the Brokers.

14. NO OTHER AGREEMENTS. All prior understandings and agreements between the parties are merged within this Sublease, which alone fully and completely sets forth the understanding of the parties; and this Sublease may not be changed or terminated orally or in any manner other than by an agreement in writing and signed by the patty against whom enforcement of the change or termination is sought.

15. NOTICES. Any notice or demand which either party may or must give to the other hereunder shall be in writing and delivered personally or sent by certified mail, return receipt requested, first class postage prepaid, addressed to the addresses set forth in Section 1 of this Sublease. Either party may, by notice in writing, direct that future notices or demands be sent to a different address.

16. MASTER EQUIPMENT LEASE. Sublandlord and Subtenant agree that they will enter the Master Equipment Lease substantially in the form attached hereto as Exhibit D pursuant to which Sublandlord will lease the office furniture listed on Schedule A thereto (the “Furniture”) to Subtenant for $10 rent as additional consideration of Subtenant entering into this Sublease. Sublandlord and Subtenant expressly acknowledge and agree, as a material part of the

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consideration for Subtenant’s entering into this Sublease with Sublandlord, that Sublandlord is providing; along with use of the Sublease Premises, the use of the Furniture. Sublandlord represents and warrants to Subtenant that Sublandlord owns all of the Furniture free and clear of any encumbrances and that Sublandlord has the right and authority to lease said Furniture to Subtenant without the consent or approval of any third party.

17. SUCCESSORS AND ASSIGNS. The covenants and agreements contained in this Sublease shall bind and inure to the benefit of Sublandlord, Subtenant, and their respective executors, administrators, successors and assigns.

18. PARKING. Subtenant shall be entitled to 185 unreserved parking spaces, of which 42 spaces will be located in the parking area in the basement of the Building.

19. RIGHT OF FIRST REFUSAL.

A. Subject to the provisions of this Section 19, Sublandlord agrees that if at any time Sublandlord shall receive or obtain a bona fide written offer or commitment which Sublandlord wishes, in good faith, to accept (a “Third Party Offer”) to sublease all or any portion of the approximately 11,938 rentable square feet of space on the first floor of the Building not’ included in Sublease Premises which has not been previously subleased to another subtenant (the “First Refusal Space”), then Sublandlord shall first give notice thereof to Subtenant, provided that, as of the date Sublandlord receives such Third Party Offer, (i) there exists no “Event of Default” (as defined in the Prime Lease), (ii) this Sublease is still in full force and effect and (iii) Subtenant has not sublet more than forty percent (40%) of the Sublease Premises in the aggregate. Said notice shall consist of a copy of the Third Party Offer and two counterpart originals of a commitment to enter into an amendment to this Sublease to incorporate the space subject to the Third Party Offer into the Sublease Premises demised under this Sublease upon the terms and conditions of the Third Party Offer (herein called “Sublandlord’s Submitted Offer”), provided that the First Refusal Space shall be added to the Sublease Premises under this Sublease in its “as-is” condition, and Sublandlord shall have no obligation to provide Subtenant with an allowance for design or construction of improvements in the First Refusal Space or to install any improvements therein. Prior to sending such notice, Sublandlord shall use best efforts to keep Subtenant informed of possible Third Party Offers subject to this Section 19.

B. Subtenant shall have the right to accept Sublandlord’s Submitted Offer by executing such two (2) counterpart original commitments to enter into such lease amendment and delivering to Sublandlord the same within five (5) calendar days after its receipt of Sublandlord’s Submitted Offer. Within ten (10) business days after Sublandlord’s receipt of such accepted commitment, Sublandlord shall deliver to Subtenant two (2) counterpart originals of an amendment to this Sublease to incorporate the space subject to the Third Party Offer into the Sublease Premises demised under this Sublease upon the terms and conditions of such accepted commitment. Within five (5) business days after Subtenant’s receipt of such amendment Subtenant shall execute both counterpart originals of such amendment mad shall deliver the same to Sublandlord along with appropriate evidence of the authority of Subtenant to

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enter into the transaction. If Subtenant shall duly and timely comply with the foregoing, Sublandlord shall execute the two (2) counterpart original amendments and shall promptly return one (1) fully executed counterpart to Subtenant.

C. If at the expiration of five (5) calendar days after Subtenant’s receipt of Sublandlord’s Submitted Offer Subtenant shall not have accepted Sublandlord’s Submitted Offer by entering into such commitment and delivering the same to Sublandlord, or if Subtenant shall so execute and deliver such commitment, but at the end of five (5) business days after Subtenant’s receipt of such lease amendment Subtenant has not entered into such lease amendment and delivered the same to Sublandlord and/or has not complied with the provisions of subparagraph (B) above, time being of the essence in respect to all of the same, Sublandlord shall be free to sublease the First Refusal Space subject to the Third Party Offer upon terms no less favorable to the Sublandlord than contained in Sublandlord’s Submitted Offer without again offering such space to Subtenant for sublease; provided, however, that in the event (i) such Third Party Offer does not result in a definitive sublease of the First Refusal Space subject to the Third Party Offer to the party malting the Third Party Offer; or (ii) the Third Party Offer is amended (by either the Third Papacy or Sublandlord) such that the Fixed Rent of the First Refusal Space is at least Fifteen Percent (15%) lower than originally presented in the Third Party Offer, such First Refusal Space shall remain subject to the terms of this Section 19.

20. CONSENT OF LANDLORD. This Sublease is contingent upon, and shall not be effective until, Sublandlord obtains, at its sole cost and expense, the written consent of the Landlord to this Sublease as provided under the terms of the Prime Lease within 30 days of the date hereof; provided, however, that any delay in the receipt of the consent of the Landlord as a result of the actions of Subtenant, its employees or its legal counsel or its agents will not be taken into account for purposes of calculating the said 30 day period. All costs of obtaining such consent shall be borne by Sublandlord.

21. REPRESENTATIONS AND COVENANTS

A. REPRESENTATIONS. Sublandlord represents and warrants to Subtenant that, as of the date that this Sublease is executed by Sublandlord and delivered to Subtenant: (i) the Prime Lease is in full force and effect and has not been amended or modified except as expressly set forth herein; (ii) to Sublandlord’s best knowledge, no uncured default by Sublandlord exists under the Prime Lease; (iii) Sublandlord has no knowledge of any claim by Landlord that Sublandlord is in default or breach of any of the provisions of the Prime Lease; (iv) Sublandlord has no knowledge of any event that has occurred and is continuing which would constitute an event of default under the Prime Lease but for the requirement of the giving of notice and/or the expiration of the period of time to cure; (v) Sublandlord has not received any notice of default under the Prime Lease, except for defaults which Sublandlord has cured and Landlord is no longer claiming exists (vi) to the best of its knowledge, there is no hazardous waste stored on the Sublease Premises and Sublandlord is not in material violation of any federal environmental laws with regard to its use of the Sublease Premises; and (vii) Sublandlord has not filed for protection under any federal bankruptcy laws.

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B. COVENANTS. Sublandlord hereby agrees (i) to pay when due all rent and other charges rightfully owed to the Landlord under the Prime Lease, unless such amounts are in dispute; (ii) to perform all of its other material obligations under the Prime Lease, except to the extent that Subtenant has specifically agreed to perform such obligations in connection with the Sublease Premises; and (iii) not to amend the Prime Lease if such amendment might materially adversely affect Subtenant’s occupancy or use of the Sublease Premises for their intended purpose, unless Sublandlord shall first obtain Subtenant’s prior written approval thereof.

22. DAMAGES. Notwithstanding anything to the contrary contained in this Sublease or the Prime Lease, neither party shall be liable to the other for indirect, consequential or punitive damages suffered by the other.

23. AUTHORITY; QUIET ENJOYMENT. Subject to Section 20 of this Sublease, Sublandlord represents that it has full power and authority to enter into this Sublease. So long as Subtenant is not in default in the performance of its covenants and agreements in this Sublease beyond any applicable notice and cure period, Subtenant’s quiet and peaceable enjoyment of the Sublease Premises, subject to the terms of this Sublease, shall not be disturbed or interfered with by Sublandlord, or by any person claiming by, through or under Sublandlord.

24. NOTICE. Sublandlord shall give to Subtenant copies of all default notices received by Sublandlord under the Prime Lease within five (5) business days of Sublandlord’s receipt thereof (or sooner, if possible, solely in the event such notice received by Sublandlord requires Sublandlord to make an appearance in court or before any government agency in less than five (5) business days).

25. SIGNAGE. Subtenant shall have rights to install signage within and about the Building in compliance with, and subject to, the terms of the Prime Lease.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANKI]

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IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed the day and year first above written.

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EXHIBIT A

PRIME LEASE

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195 WEST STREET

WALTHAM, MASSACHUSETTS

LEASE DATED June 14, 1991

THIS INSTRUMENT. IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and Which relates to space in a certain building (the “Building”) know as, and with an address at, 195 West Street, Waltham, Massachusetts.

The parties to this Indenture of Lease hereby agree with each Other as follows:

ARTICLE I

REFERENCE DATA

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ARTICLE II

BUILDING, PREMISES, TERM AND RE

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the Building not included in Third Floor Premises A or Third Floor Premises B which has not been previously leased to another tenant (the “First Refusal Space”) then Landlord shall first give notice thereof to Tenant, provided that, as of the date Landlord receives such Third Party Offer, (i) there exists no “Event of Default” (as defined in Section 7.1), (ii) this Lease is still in full force and effect and (iii) Tenant has not sublet more than forty percent (40%) of the Rentable Floor Area of the Premises in the aggregate (not including any subleasing under Section 5.6.1). Said notice shall consist of a copy of the Third Party Offer and two counterpart originals of a commitment to enter into an amendment to this Lease to incorporate the space subject to the Third Party Offer into the Premises demised under this Lease upon the terms and conditions of the Third Party Offer, provided that if Landlord shall give such notice prior to January 1, 1992, (i) the Annual Fixed Rent payable for such space during the first five (5) years of the Term of this Lease (or the remainder thereof) shall be $19.00 per square. feet of rentable floor area of such space, (ii) the Annual Fixed Rent payable for such space for the sixth (6th) through tenth (10th) years of the Term of this Lease shall be $21.00 per square foot of rentable floor area of such space. (herein called “Landlord’s Submitted Offer”) and (iii) such space shall be constructed in accordance with the terms of Section .3.1 of this Lease, provided further that Tenant shall have no special allowance for such space as provided in Section 3.1.1 of this Lease. Prior to sending such notice, Landlord shall use best efforts to keep Tenant informed of possible Third Party Offers subject to this Section 2.1.1.

(B) Tenant shall have the right to accept Landlord’s Submitted Offer by executing such two (2) counterpart original commitments to enter into such lease amendment and delivering to Landlord the same within three (3) business days after its receipt of Landlord’s Submitted Offer. Within ten (.10) business days after Landlord’s receipt of such accepted commitment, Landlord shall deliver to Tenant two (2) counterpart originals of an amendment to this Lease to incorporate the space subject to the Third Party Offer into the Premises demised under this Lease upon the terms and conditions of such accepted commitment. Within ten (10) business days after Tenant’s receipt of such amendment Tenant shall execute both counterpart originals of such amendment and shall deliver the same to Landlord along with appropriate evidence of the authority of Tenant to enter into the transaction. If Tenant shall duly and timely comply with the foregoing,-Landlord shall execute the two (2) counterpart original amendments and shall promptly return one (i) fully executed counterpart to Tenant.

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(C) If at the expiration of three (3) .business days after Tenant’s receipt of Landlord’s Submitted Offer Tenant shall not have accepted Landlord’s Submitted Offer by entering into such commitment and delivering the same to Landlord, or if Tenant shall so execute and deliver such commitment but at the end of ten (10) business days after Tenant’s receipt of such lease amendment Tenant has not entered into such lease amendment and delivered the same to Landlord and/or has not complied with the provisions of subparagraph (B) above, time being of the essence in respect to all of the same, Landlord shall be free for one hundred twenty (120) days after the date of Landlord’s Submitted Offer to lease the First Refusal Space subject to the Third Party Offer upon terms no less favorable to .the Landlord than contained in Landlord’s Submitted Offer without again offering such space to Tenant for lease, it being agreed that if Landlord does not .so lease such First Refusal Space during such one hundred twenty (120) day period, the terms of this Section shall continue to apply to such First Refusal Space subject to such Third Party Offer.

(D) If Tenant shall lease additional space in the Building pursuant to this Section 2.1.1, Tenant’s parking rights under this Lease. with respect to both the spaces beneath the Building and the outdoor spaces shall be increased on a prorata basis equal to the same proportion of the total number of such parking spaces as such additional space bears to the Total Rentable Floor Area of the Building.

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remainder thereof) shall be $19.00 per square feet of rentable floor area of such space, (iii) the Annual Fixed Rent payable for such space for the sixth (6th) through tenth (10th) years of the Term of this Lease Shall be $21.00 per square foot of rentable floor area of such space (iv) such space shall be Constructed in accordance with the terms of Section 3.1 of this Lease, provided that Tenant shall have no special allowance for such space as provided in Section 3.1.1 of this Lease and (v) such space shall constitute a part of the Premises effective as of the Substantial Completion of the improvements to be constructed by Landlord therein and Landlord and Tenant agree to use due diligence to prepare plans for such improvement. Tenant shall have no right to add space to the Premises pursuant to this Section 2.1.1.1 after December 31, 1991.

(B) If Tenant shall lease additional space in the Building pursuant to this Section 2.1.1.1, Tenant’s parking rights under this Lease with respect to both the spaces beneath the Building and the outdoor spaces shall be increased on a prorata basis equal to the same proportion of the total number of such parking spaces as such additional space bears to the Total Rentable Floor Area of the Building.

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(B) When any such space becomes available for reletting, Landlord shall notify Tenant of the availability of such space and shall advise Tenant of the business terms upon which Landlord is willing so to lease such space. If Tenant wishes to exercise Tenant’s right of first offer, Tenant shall do so by giving Landlord notice of Tenant’s desire to lease such space on such terms within three (3) business days after Landlord’s notice to Tenant of the availability of such space and of. such terms. If Tenant shall give such notice, the same shall constitute an agreement to enter into an amendment to this Lease to incorporate such space into the Premises upon the terms set forth in Landlord’s notice. If Tenant shall not so exercise such right within such period, time being of the essence in respect of such exercise, Landlord shall be free at any. time thereafter to enter into a lease of such space with another prospective tenant upon terms no less favorable to Landlord than those set forth in Landlord’s notice to Tenant, provided that Landlord shall reoffer such space to Tenant in accordance with the terms of this Section 2.1.2 prior to leasing such space upon terms less favorable to Landlord.

(C) If Tenant shall exercise any such right of first offer and if, thereafter, the then occupant of the premises with respect to which Tenant shall have so exercised such right wrongfully fails to deliver possession of such premises at the time when its tenancy is scheduled to expire, Landlord shall use all reasonable efforts and due diligence (which shall be limited to the commencement and prosecution thereafter of eviction proceedings and to the payment of legal fees and other expenses reasonably associated with such proceedings but which shall not require the taking of any appeal) to evict such occupant from the First Offer Space and to deliver possession of the First Offer Space to Tenant as soon as may be practicable. Commencement of the term of Tenant’s occupancy and lease of such additional space shall, in the event of such holding over by such occupant, be deferred until possession of the additional space is delivered to Tenant. The failure of the then occupant of such premises to so vacate shall not give Tenant any right to terminate this Lease or to deduct from, offset against or withhold Annual Fixed Rent, additional rent or other charges due under this Lease (or any portions thereof).

(D) If Tenant shall lease additional space in the Building pursuant to this Section 2.1.2, Tenant’s parking rights under this Lease with respect to both the spaces beneath the Building and the outdoor spaces shall be increased on a prorata basis equal to the same proportion of the total number of such parking spaces as such additional space bears to the Total Rentable Floor Area of the Building.

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(B) If Tenant elects to cause the Expansion Space to be included within the. Premises as aforesaid, then:

(i) Landlord shall have the flexibility of delivering possession of the Expansion Space, or portions hereof, to the Tenant at any time within a “leeway period” which occurs between the beginning of the sixty-first (61st) calendar month of. the Lease Term not including any partial month after the Commencement Date) and the end of the .seventy-second (72nd) calendar month of the Lease Term (not including any partial month after the Commencement Date);

(ii) Effective as of the date when Landlord delivers possession of the Expansion space, or portions thereof, to Tenant, the Expansion Space, or such portions thereof, shall become a part of the Premises demised under this Lease for the balance of the Term of this Lease, as it may be extended; and

(iii) The Annual Fixed Rent attributable to the Expansion Space and payments on account of real estate taxes, operating costs and electricity for any remaining portion of the original Lease Term and any Extended Term respecting the Expansion Space shall be as determined in accordance with the provisions of this Section 2.1.3.

(C) If Tenant desires to exercise its option to add the Expansion Space, then it shall give notice (“Tenant’s Expansion Notice”) to Landlord, not earlier than the first day of the forty-eighth (48th) calendar month of the Lease Term (not including any partial month after the Commencement Date) nor later than the last day of the

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forty-eighth (48th) calendar month of. the Lease Term (not including any partial month after the Commencement Date) of Tenant’s exercise of its option to Lease the Expansion space.

(D) Within thirty (30) days after receipt by Landlord of Tenant’s Expansion Notice, Landlord shall notify Tenant of its proposed Annual Fixed Rent for the Expansion Space which shall take into account a “build-out” substantially similar to Third Floor Premises A constructed pursuant to Section 3.1, provided that the special allowance set forth in Section 3.1.1 shall not apply to the Expansion Space, which Annual Fixed Rent shall not be less than $21.00 per square foot of rentable floor area of such space and shall be expressed in relation to the tax and operating cost bases and provisions for payment of tenant electricity as contained in this Lease. Landlord’s notice shall also specify the rentable square foot area of the applicable Expansion Space and shall include a floor plan showing the location of the Expansion Space (collectively “Landlord’s Expansion Proposal”).

(E) If at the-expiration of thirty (30) days after the date when Tenant receives Landlord’s Expansion Proposal (the “Negotiation Period”), Landlord and Tenant have not reached agreement on a determination of an annual rental and all other relevant terms for the Expansion Space and execute a written instrument pursuant to such agreement adding the Expansion Space to the Premises, then either Landlord or Tenant shall have the right, by notice given to the other party within fifteen (15) days following the expiration of the Negotiation Period, to request a broker determination (the “Broker Determination”) of the Prevailing Market Rent (as defined in Exhibit G) for the Expansion Space, which Broker Determination shall be made in the manner set forth in Exhibit G. If neither Landlord nor Tenant shall so request a broker determination, the Annual Fixed Rent for the Expansion Space shall be as set forth in Landlord’s Expansion Proposal.

(F) If Landlord or Tenant timely shall have requested the Broker Determination, the Annual Fixed Rent for the Expansion Space shall be the greater of (i) the Prevailing Market Rent as determined by the Broker Determination, or (ii) $21.00 per square foot of rentable floor area of such pace.

(G) Upon the giving of Tenant’s Expansion Notice exercising Tenant’s option to add the Expansion Space to the Premises in accordance with the provisions of subsection (C) above, then Landlord and Tenant agree to enter into an amendment of this Lease confirming the location of the Expansion Space in the Building and the rentable floor area of same and the Annual Fixed Rent and all other terms related to same.

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(H) If Tenant shall exercise its right to add applicable Expansion Space hereunder, the parking rights under this Lease with respect to both the spaces beneath the Building and the outdoor space shall be increased on a prorata basis equal to the same proportion of the total number of such parking spaces as the Expansion Space bears to the Total Rentable Floor Area of the Building.

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as provided in Section 5.6 through Section 5.6.6. Further, Landlord assumes no responsibility whatsoever for loss or damage due to fire, theft or otherwise to any automobile(s) parked on the Site or to any personal property therein, except to the extent caused by Landlord’s negligence, and Tenant covenants and agrees, upon request from Landlord from time to time, to notify its officers, employees, agents and invitees of such limitation of liability. Tenant acknowledges and agrees that a license only is hereby granted, and no bailment is intended or shall be created.

As soon as may be convenient after the date has been determined on which the Term commences as aforesaid, Landlord and Tenant agree to join with each other in the execution of a written Declaration, in the form of Exhibit F, in which the date on which the Term commences as aforesaid and the Term of this Lease shall be stated.

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during the applicable option period as herein below set forth) for two (2) successive periods of five (5) years each as hereinafter set forth. Each option period is sometimes herein referred to as an “Extended Term.” (B) (i) If Tenant desires to exercise the applicable option to extend the Term, then Tenant shall give notice to Landlord, not earlier than fifteen (15) months nor later than twelve (12) months prior to the expiration of the Term of this Lease, or Extended Term if previously extended, of Tenant’s request for Landlord’s quotation to Tenant of a proposed annual fixed rent for the applicable Extended Term, which shall not be less than $21.00 per square foot of Rentable Floor Area of the Premises and shall be expressed in relation to the tax and operating cost bases and provisions for payment of tenant electricity as contained in this Lease. If at the expiration of thirty (30) days after the date when Landlord receives Tenant’s written request as aforesaid (the “Negotiation Period”), Landlord and Tenant have not reached agreement on a determination of an annual rental for the applicable Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for fifteen (15) days following the expiration of the Negotiation Period, to make a request to Landlord for a broker determination (the “Broker Determination”) of the Prevailing Market Rent (as defined in Exhibit G). for the applicable Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit G.

(B) (ii) If Tenant timely shall have requested the Broker Determination, then in order to exercise its right to extend the Term of this Lease for the applicable Extended Term, Tenant, within fifteen (15) days after receipt of the Broker Determination, shall give written notice to Landlord of Tenant’s exercise of its right to extend the Lease Term for the applicable Extended Term pursuant to this subsection 2.4.1 (B) (ii), in which case the Annual Fixed Rent for the applicable Extended Term shall be the greater of (a) the Prevailing Market Rent as determined by the Broker Determination or (b) $21.00 per square foot of Rentable Floor Area of the Premises and shall be expressed in relation to the tax and operating cost bases and provisions for payment of tenant electricity as contained in this Lease. Upon the giving of notice by Tenant within said fifteen (15) day period as provided in this subsection (B) (ii) then this Lease and Lease Term hereof shall be extended for an additional term of five (5) years upon all of the same terms, conditions, covenants and agreements contained in this Lease except that the Annual Fixed Rent for the applicable Extended Term shall be the rent determined as described in this subparagraph.

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(C) Upon the giving of notice by Tenant to Landlord exercising Tenant’s option to extend the Lease Term in accordance with the provisions of either subsection B(i) or B(ii) above, then this Lease and the Lease Term hereof shall be extended, for the applicable Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the applicable Extended Term as determined in the relevant manner set forth in this Section 2.4.1; and in such event all references herein to the Lease Term or the term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires. Notwithstanding anything herein contained to the contrary, in no event shall Tenant have the right to exercise more than one extension option at a time and, further, Tenant shall not have the right to exercise its second extension option unless it has duly exercised its first extension option and in no event shall the Lease Term hereof be extended for more than ten (10) years after the expiration of the Original Term hereof.

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extension option period plus (b) then applicable monthly electricity charges (subject to escalation for electricity as provided in Section 2.8 hereof). Until notice of some other designation is given, fixed rent and all other charges for which provision is herein made shall be paid by remittance to or for the order of Boston Properties, Agents, at 8 Arlington Street, Boston, Massachusetts 02116, and all remittances received by Boston Properties, as Agents as aforesaid, or by any subsequently designated recipient, shall be treated as payment to Landlord.

Annual Fixed Rent and electricity charges for any partial month shall be paid by Tenant to Landlord at such rate on a pro rata basis, and, if the Commencement Date (or the Third Floor Premises B Rent Commencement Date with respect to Third Floor Premises B) is a day other than the first day of a calendar month, the first payment which Tenant shall make to Landlord shall be a payment equal to a proportionate part of such monthly Annual Fixed Rent and electricity charges for the partial month from the Commencement Date (or the Third Floor Premises B Rent Commencement Date with respect to Third Floor Premises B) to the first day of the succeeding calendar month.

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

Notwithstanding that the payment of Annual Fixed Rent and electricity charges for Third Floor Premises B by Tenant to Landlord shall not commence until the Third Floor Premises B Rent Commencement Date, Tenant shall be subject to, and shall comply with, all other provisions Of this Lease as and at the times provided in this Lease.

The Annual Fixed Rent and all other charges for which provision is herein made shall be paid by Tenant to Landlord, without offset, deduction or abatement except as otherwise specifically set forth in this Lease.

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the Building for not more than twelve (12) months in the case of both fixed rent and additional rent and if there be any first mortgage of the Property, including such insurance as may be required by the holder of such first mortgage); compensation and all fringe benefits, workmen’s compensation insurance premiums and payroll taxes paid to, for or with respect to all persons to the extent engaged in the operating, maintaining or cleaning of the Building or Site, water, sewer, electric, gas, oil and telephone charges (excluding utility charges-separately chargeable to tenants for additional or special services); cost of building and cleaning supplies and equipment; cost of maintenance, cleaning and repairs (other than repairs not properly chargeable against income or reimbursed from contractors under guarantees); cost of snow removal and care of landscaping; payments under service contracts with independent contractors; management fees at reasonable rates consistent with the type of occupancy and the service rendered for comparable or similar building in the Boston-West Suburban market; and all other reasonable and necessary expenses paid in connection with the operation; cleaning and maintenance of the Building and the Site and properly chargeable against income, provided that Operating Expenses shall explicitly exclude “capital costs” (as defined in generally accepted accounting principles used in the real estate industry).

“Operating Expenses Allocable to the Premises” shall mean the same proportion of Landlord’s Operating Expenses for and pertaining to the building and the Site as the Rentable Floor Area of Tenant’s Space bears to the Total. Rentable Floor Area of the Building.

“Base Operating Expenses” shall mean Landlord’s Operating Expenses for—the first twelve (12) months of the Lease Term, adjusted to reflect ninety-five percent (95%) occupancy of the Building.

“Base Operating Expenses Allocable to the Premises” means the same proportion of Base Operating Expenses for and “ pertaining to the Building and the Site as the Rentable Floor Area of Tenant’s Space bears to the Total Rentable Floor Area of the Building.

If with respect to any calendar year falling within the Term, or fraction of a calendar year falling within the Term at the beginning or end thereof, the Operating Expenses Allocable to the Premises for a full calendar year exceed Base Operating Expenses Allocable to the Premises, or for any such fraction of a calendar year exceed the corresponding fraction of Base Operating Expenses Allocable to the Premises, then, Tenant shall pay to Landlord, as additional rent, the amount of such excess. Such payments shall be made at the times and in the manner hereinafter

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provided in this Section 2.6. (The Base Operating Expenses Allocable to the Premises do not include the $.75 for tenant electricity to be paid by Tenant at the time of payment of Annual Fixed Rent and for which provision is made in Section 2.5 hereof, separate provision being made in Section 2.8 of this Lease for Tenant’s share of increases in electricity costs.)

Not later than ninety (90) days after the end of the first full calendar year and of each succeeding calendar year during the Term or fraction thereof at the end of the Term, Landlord shall render Tenant a statement in reasonable detail and according to generally accepted accounting practices used in the real estate industry consistently applied certified by the chief financial officer of Landlord, showing for the preceding calendar year or fraction thereof, as the case may be, Landlord’s Operating Expenses and Operating Expenses Allocable to the Premises. Said statement to be rendered to Tenant shall also show for the preceding year or fraction thereof as the case may be the amounts of operating expenses already paid by Tenant as additional rent, and the amount of operating expenses remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of such statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.6 with respect to the preceding year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the above provisions of this Section 2.6 against (i) monthly installments of fixed rent next thereafter coming due or (ii) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the overpayment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord). At the request of Tenant, Landlord shall make available for Tenant’s review, at Tenant’s expense and at a time and place reasonably determined by Landlord, the records of Landlord used to prepare such statement.

In addition, Tenant shall make payments monthly on account of Tenant’s share of increases in Operating Expenses anticipated for the then current year at the time and in the fashion herein provided for the payment of fixed rent. The amount to be paid to Landlord shall be an amount reasonably estimated annually by Landlord to be sufficient to cover, in the aggregate, a sum equal to Tenant’s share of such increases in operating expenses for each calendar year during the Term.

Notwithstanding the foregoing provisions, no decrease in Landlord’s Operating Expenses shall result in a reduction of the amount otherwise payable by Tenant if and to the extent said decrease is attributable to variable costs related solely to vacancies in the Buildings rather than to any other causes.

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FIRST, there shall be computed any percentage increase in the “Price Index” (as defined below) between the Price Index in effect on the last day of the Relevant Period and the Price Index in effect on the last day of the twelfth (12th) month of the Lease Term,

SECOND, the amount obtained in FIRST above shall be multiplied by First Year Capped Operating Expenses, and

THIRD, the product determined pursuant to SECOND above shall be added to First Year Capped Operating Expenses.

The term “Price Index” shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers, (All Items) for the Boston Metropolitan Statistical Area on the basis of 1982-1984 = 100 published by the Bureau of Labor Statistics, U.S. Department of Labor. If the Bureau of Labor Statistics should cease to publish such an Index in its present form and calculated on the present basis, a comparable index or an index reflecting changes in the cost of living determined in a similar manner shall be chosen by Landlord.

The Price Index as of any date relative to the application of this Section shall be that published by the Bureau of Labor Statistics as of such date, if computed for such date, or otherwise, for the most recent date immediately preceding the date as of which the application of this provision is to be made. Since a Price Index relevant to

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the application of this provision may not be available as of the date on which a determination of the applicability of this Section is to be made, necessary adjustments between Landlord and Tenant shall be made retroactively, within a reasonable time after required computations readily can be completed.

To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments. Notwithstanding the foregoing provisions, no decrease in Landlord’s Tax Expenses with respect to any Tax Year shall ‘result in a reduction of the amount otherwise payable by Tenant if and to the extent said decrease is attributable to vacancies in the Building.

Terms used herein are defined as follows:

(i) “Tax Year” means the twelve-month period beginning July 1 each year during the Term or, if the appropriate governmental tax fiscal period shall begin on any date other than July 1, such other date.

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(ii) “Landlord’s Tax Expenses Allocable to the Premises” shall mean the same proportion of Landlord’s Tax Expenses for and pertaining to the Building and the Site as the Rentable Floor Area of Tenant’s Space bears to the Total Rentable Floor Area of the Building.

(iii) “Landlord’s Tax Expenses” with respect to any Tax Year means the aggregate real estate taxes on the Building and Site with respect to that Tax Year, reduced by any abatement receipts with respect to that Tax Year.

(iv) “Base Taxes” shall be Landlord’s Tax Expenses for the first Tax Year in which the assessment of the Building gives recognition of Tenant’s occupancy, adjusted to reflect ninety-five percent (95%) occupancy of the Building. (v). “Base Taxes Allocable to the Premises” means the same proportion of Base Taxes for and pertaining to the Building and the Site as the Rentable Floor Area of Tenant’s Space bears to the Total Rentable Floor Area of the Building.

(vi) “Real estate taxes” means all taxes and special assessments of every kind and nature assessed by any governmental authority on the Building or Site which the Landlord shall become obligated to pay because of or in connection with the ownership, leasing and operation of the Site, the Building and the Property and reasonable expenses of any proceedings for abatement of taxes. The amount of special taxes or special assessments to be included shall be limited to the amount of the installment (plus any interest, other than penalty interest, payable thereon) of such special tax or special assessment required to be paid during the year in respect of which such taxes are being determined. There shall be excluded from such taxes all income, estate, succession, inheritance and transfer taxes, provided, however, that if at any time during the Term the present system of ad valorem taxation of real property shall, be changed so that in lieu of the whole or any part of the ad valorem tax on real property there shall be assessed on Landlord a capital levy or other tax on the gross rents received with respect to the Site or Building or Property, or a federal, state, county, municipal, or other local income, franchise, excise or similar tax, assessment, levy or charge (distinct from any now in effect in the jurisdiction in which the Property is located)

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measured by or based, in whole or in part, upon any such gross rents, then any and all of such taxes, assessments, levies or charges, to the extent so measured or based, shall be deemed to be included within the term “real estate taxes” but only to the extent that the same would be payable if the Site and Building were the only property of Landlord.

Not later than ninety (90) days after the end of the first full calendar year or fraction thereof ending December 31 and of each succeeding calendar year during the Term or fraction thereof at the end of the Term, Landlord shall render Tenant a reasonably detailed accounting certified by a representative of Landlord showing for the preceding calendar year, or fraction thereof, as the case may be, the costs of furnishing electricity to the Building. Said statement to be rendered to Tenant also shall show for the preceding year or fraction thereof, as the case may be, the amount already paid by Tenant on account of electricity, and the amount remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of such statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.8 with respect to the preceding year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the above provisions of this Section 2.8 against (i) monthly installments of fixed rent next thereafter coming due or (ii) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the overpayment as aforesaid if the Term has ended and Tenant has no further obligation to Landlord).

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ARTICLE III

CONSTRUCTION

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(B) To the extent, if any, that Tenant Plan Excess Costs exceed Tenant’s special allowance as provided for in Section 3.1.1 hereof, Tenant shall reimburse Landlord, as Additional Rent, for Tenant Plan Excess Costs as follows: during said construction work Landlord may, on or about the first day of each month, deliver to Tenant a statement showing the proportion of Tenant Plan Excess Costs allocable to the previous month’s work. Tenant shall pay to Landlord as Additional Rent eighty-five percent (85%) of the amount specified in each such statement within ten (10) days after receipt of Such statement. Final payment by Tenant to Landlord shall be made ten (10) days after the work is completed and accepted by Tenant as being constructed in accordance with the requirements of this Lease. Tenant shall, if requested by Landlord, execute a work letter confirming the amount of Tenant Plan Excess Costs prior to the time Landlord shall be required to commence work.

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period of such delays. The Premises shall be “Substantially Complete” on the date on which Landlord obtains (a) a certificate from Add Inc. (or such other architect as may have replaced Add Inc. in providing design services for the Premises) that the work described in Section 3.1, together with common facilities for access and service to the Premises, has been substantially completed except for (i) items of work and adjustment of equipment and fixtures which can be completed after occupancy thereof has been taken without causing substantial interference with Tenant’s use of the Premises (i.e. so-called “punch list” items) and (ii) items of work for which there is a long lead time in obtaining the materials therefor or which are specially or specifically manufactured, produced or milled for the work in or to the Premises and require additional time for receipt or installation, provided that the absence of such items shall not substantially interfere with Tenant’s use of the Premises (“long lead” items) and (b) a certificate of occupancy, temporary or permanent, issued by applicable governmental authority permitting occupancy of the Premises by Tenant. Landlord shall complete as soon as conditions practically permit the punch list items and the long lead items and Tenant shall not use the Premises in such manner as will increase the cost of completion. Landlord shall permit Tenant access for installing furnishings in portions of the Premises when it can be done without material interference with remaining work.

If, however, the Premises are not Substantially Complete (excluding punch list items and long lead items) on or before the Outside Completion Date (which date shall be extended automatically for such periods of time up to one hundred eighty (180) days in the aggregate as Landlord is prevented from proceeding with or completing the same by reason of Landlord’s Force Majeure or any act or failure to act of Tenant which interferes with Landlord’s construction of the Premises, without limiting Landlord’s other rights on account thereof), until Landlord shall so Substantially Complete the Premises Tenant shall have the right to terminate this Lease by giving notice to Landlord of Tenant’s desire so to do; and, upon the giving of such notice, the Term of this Lease shall cease and come to an end without further liability or obligation on the part of either party unless, within thirty (30) days after Landlord’s receipt of Tenant’s notice Landlord substantially completes the work to be performed by Landlord under Section 3.1 (except for punch list items and long lead items) and such right of termination shall be Tenant’s sole and exclusive remedy at law or in equity or otherwise for Landlord’s failure so to complete such work within such time.

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Tenant agrees that no delay by it, or anyone employed by it, in performing work to prepare the Premises for occupancy (including, without limitation, the work in installing telephones and other communications equipment or systems) shall delay commencement of the Term or the obligation to pay rent.

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additional insured and insuring Tenant as well as the contractors), and to deliver to Landlord certificates of all such insurance. Tenant agrees to pay promptly when due the entire cost of any work done on the Premises by Tenant, its agents, employees, or independent contractors, and not to cause or permit any liens for labor or materials performed or furnished in connection therewith to attach to the Premises or the Buildings or the Site and immediately to discharge any such liens which may so attach. Tenant shall pay, as additional rent, 100% of any real estate taxes on the Complex which shall, at any time after commencement of the Term, result from any alteration, addition or improvement to the Premises made by Tenant.

ARTICLE IV

LANDLORD’S COVENANTS; INTERRUPTIONS AND DELAYS

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landlords in high quality buildings in the Boston West Suburban Market subject to escalation reimbursement in accordance with Section 2.6.

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

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ARTICLE V

TENANT’S COVENANTS

Tenant covenants during the term and such further time as Tenant occupies any part of the Premises:

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inflammable fluids or chemicals, or nuisance, or the emission from the Premises of any objectionable noise or odor, nor to use or devote the Premises or any part thereof for any purpose other than the Permitted Uses, nor for any use thereof which is inconsistent with maintaining the Building as a first class office building in the quality of its maintenance, use and occupancy, or which is improper, offensive, contrary to law or ordinance or liable to render necessary any alteration or addition to the Building. Further, Tenant shall not nor shall Tenant permit its employees, invitees or contractors to engage in any activity which may produce a hazardous material, waste or substance, or keep or maintain any substance which is or may hereafter be classified a hazardous material, waste or substance under federal, state or local laws, rules and regulations, including, without limitation, 42 U.S.C. Section 6901 et seq, 42 U.S.C. Section 9601 et seq, 42 U.S.C. Section 260.1 et seq, 49 U.S.C. Section 1802 et seq and Massachusetts General Laws, Chapter 21E and the rules and regulations promulgated under any of the foregoing, as such laws, rules and regulations may be amended from time to time and, further, Tenant shall comply and shall cause its employees, invitees, agents and contractors to comply with each of the foregoing.

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transfer or subletting not expressly permitted in or consented to by Landlord under Sections 5.6.1-5.6.5 shall be void, ab initio; shall be of no force and effect; and shall confer no rights on or in favor of third parties. In addition, Landlord shall be entitled to seek specific performance of or other equitable relief with respect to the provisions hereof.

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Landlord’s consent, the consent shall be deemed null and void and the provisions of Sections 5.6.2-5.6.5 shall be applicable.

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The “Assignment/Sublease Profits” shall be the excess, if any, of (a) the “Assignment/Sublease Net Revenues” as hereinafter defined over. (b) the Annual Fixed Rent and additional rent and other charges provided in this Lease. The “Assignment/Sublease Net Revenues” shall be the fixed rent, additional rent and all other charges and sums payable either initially or over the term of the sublease or assignment plus all other profits and increases to be derived by Tenant as a result of such subletting or assignment less the reasonable costs of Tenant incurred in such subleasing or assignment (the definition of which shall include but not necessarily be limited to rent concessions, brokerage commissions and alteration allowances).

All payments of the Assignment/Sublease Profits due Landlord shall be made within thirty (30) days of receipt of same by Tenant.

(B) As additional rent, Tenant shall reimburse Landlord promptly for reasonable out of pocket legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting.

(C) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may upon prior notice to Tenant, at any time and from time to time, collect rent and other charges from the assignee, sublessee or occupant and apply the net amount collected to the rent and other charges herein reserved and Tenant shall have no obligation to make payment for such amount collected, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or a waiver of the provisions of Sections 5.6 through 5.6.5 hereof, or of the obligation to payment for other or future amounts due under this Lease,

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or the acceptance of the assignee, sublessee or occupant as a tenant or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained, the Tenant herein named to remain primarily liable under this Lease.

(D) The consent by Landlord to an assignment or subletting under Section 5.6.3 shall in no way be construed to relieve Tenant from obtaining the express consent in writing to Landlord to any further assignment or subletting.

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pipes, by theft or from any other cause, no part of said loss or damage is to be charged to or be borne by Landlord, provided that this limitation shall not apply to damage to the extent caused by Landlord’s negligence, and provided further that Landlord shall in no event be indemnified or held harmless or exonerated from any liability to Tenant or to any other person, for any injury, loss, damage or liability to the extent such indemnity, hold harmless or exoneration is prohibited by law.

ARTICLE VI

CASUALTY AND TAKING

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Unless terminated pursuant to the foregoing provision, this Lease shall remain in full force and effect following any such damage subject, however, to the following provisions. If the Building or the Site or any part thereof are damaged by fire or other casualty and this Lease is not so terminated, or Landlord or Tenant have no right to terminate this Lease, and in any such case the holder of any mortgage which includes the Building as a part of the mortgaged premises or any ground lessor of any ground lease which includes the Site as part of the demised premises allows the net insurance proceeds to be applied to the restoration of the Building (and/or the Site), Landlord shall, promptly after such damage and the determination of the net amount of insurance proceeds available use due diligence to restore the Premises and the Building in the event of damage thereto (excluding any furniture, fixtures or equipment of Tenant, or any other items installed, or paid for, by Tenant) into proper condition for use and occupation and a just proportion of the Annual Fixed Rent, Tenant’s share of Operating Costs and Tenant’s share of real estate taxes shall be abated according to the nature and extent of the injury to the Premises, until the Premises shall have been restored by Landlord substantially into such condition except for punch list items and long lead items. Notwithstanding anything herein contained to the contrary, Landlord shall not be obligated to expend for such repair and restoration any amount in excess of the net insurance proceeds.

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to terminate this Lease by notice to the other of its desire to do so, provided that such notice is given not later than thirty (30) days after Tenant has been deprived of possession. If either party shall give such notice, then this Lease shall terminate as of the date of such notice with the same force and effect as if such date were the date originally established as the expiration date hereof.

Further, if so much of the Building shall be so taken that continued operation of the Building would be uneconomic as a result of the taking, Landlord shall have the right to terminate this Lease by giving notice to Tenant of Landlord’s desire to do so not later than thirty (30) days after Tenant has been deprived of possession of the Premises (or such portion thereof as may be taken). If Landlord shall give such notice, then this Lease shall terminate as of the date of such notice with the same force and effect as if such date were the date originally established as the expiration date hereof. Should any part of the Premises be so taken or condemned during the Lease Term hereof, and should this Lease not be terminated in accordance with the foregoing provisions, and the holder of any mortgage which includes the Premises as part of the mortgaged premises or any ground lessor of any ground lease which includes the Site as part of the demised premises allows the net condemnation proceeds to be applied to the restoration of the Building, Landlord agrees, after the determination of the net amount of condemnation proceeds available to Landlord, to use due diligence to put what may remain of the Premises into proper condition for use and occupation as nearly like the condition of the Premises prior to such taking as shall be practicable (excluding any furniture, fixtures or equipment of Tenant, or any other items installed or paid for by Tenant). Notwithstanding the foregoing, Landlord shall not be obligated to expend for such repair and restoration any amount in excess of the net condemnation proceeds. If the Premises shall be affected by any exercise of the power of eminent domain, then the Annual Fixed Rent, Tenant’s share of Operating Costs and Tenant’s share of real estate taxes shall be justly and equitably abated and reduced according to the nature and extent of the loss of use thereof suffered by Tenant; and in case of a taking which permanently reduces the Rentable Floor Area of the Premises, a just proportion of the Annual Fixed Rent, Tenant’s share of Operating Costs and Tenant’s share of real estate taxes shall be abated for the remainder of the Lease Term.

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Premises, the Building, the Complex and the Site and the leasehold hereby created, or any one or more of them, accruing by reason of exercise of eminent domain or by reason of anything lawfully done in pursuance of public or other authority. Except as provided in the next paragraph, Tenant hereby grants, releases and assigns to Landlord all Tenant’s rights to such awards, and covenants to execute and deliver such further assignments and assurances thereof as Landlord may from time to time request.

Subject to the rights of any mortgagee of the Building, the Site or the Complex, nothing contained herein shall be construed to prevent Tenant from prosecuting in any condemnation proceeding a claim for the value of any of Tenant’s usual trade fixtures installed in the Premises by Tenant at Tenant’s expense and for relocation and moving expenses.

ARTICLE VII

DEFAULT

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then, and in any of said cases (notwithstanding any license of a former breach of covenant or waiver of the benefit hereof or consent in a former instance), Landlord lawfully may, immediately or at any time thereafter, and without demand or further notice terminate this Lease by notice to Tenant, specifying a date not less than ten (10) days after the giving of such notice on which this Lease shall terminate, and this Lease shall come to an end on the date specified therein as fully and completely as if such date were the date herein originally fixed for the expiration of the Lease Term (Tenant hereby waiving any rights of redemption), and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as hereinafter provided.

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(b) If this Lease shall have been terminated as provided in this Article, then Landlord may, re-enter the Premises pursuant to summary proceedings instituted in accordance with applicable laws or an agreement with Tenant (provided that no such proceedings or agreement shall be required for such entry if Tenant shall vacate or abandon the Premises), and remove and dispossess Tenant and all other persons and any and all property from the same, as if this Lease had not been made

(c) In the event that this Lease is terminated under any of the provisions contained in Section 7.1 (a) or shall be otherwise terminated by breach of any obligation of Tenant, Tenant covenants and agrees forthwith to pay and be liable for, on the days originally fixed herein for the payment thereof, amounts equal to .the several installments of rent and other charges reserved as they would, under the terms of this Lease, become due if this Lease had not been terminated or if Landlord had not entered or re-entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or relet for a period less than the remainder of the Term, and for the whole thereof, but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent and other charges received by Landlord in reletting, after deduction of all reasonable expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees and the like), and in collecting the rent in connection therewith, in the following manner: Amounts received by Landlord after reletting shall first be applied against such Landlord’s reasonable expenses, until the same are recovered, and until such recovery, Tenant shall pay, as of each day when a payment would fall due under this Lease, the amount which Tenant is obligated to pay under the terms of this Lease (Tenant’s liability prior to any such reletting and such recovery not in any way to be diminished as a result of the fact that such reletting might be for a rent higher than the rent provided for in this Lease); when and if such expenses have been completely recovered, the amounts received from reletting by Landlord as have not previously been applied shall be credited against Tenant’s obligations as of each day when a payment would fall due under this Lease, and only the net amount thereof shall be payable by Tenant. Further, amounts received by Landlord from such reletting for any period shall be credited only against obligations of Tenant allocable to such period, and shall not be credited against obligations of Tenant hereunder accruing subsequent or prior to such period; nor shall any credit of any kind be due for any period after the date when the term of this Lease is scheduled to expire according to its terms.

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(d) (i) At any time after such termination and whether or not Landlord shall have collected any damages as aforesaid, Tenant shall pay to Landlord as liquidated final damages And in lieu of all other damages beyond the date of notice from Landlord to Tenant, at Landlord’s election, such a sum as at the time of the giving of such notice represents the amount of the excess, if any, of the total rent and other benefits which would have accrued to Landlord under this Lease from the date of such notice for what would be the then unexpired Lease Term if the Lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for the balance of the Lease Term.

(d) (ii) For the purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding paragraph, the total rent shall be computed by assuming that Tenant’s share of excess taxes, Tenant’s share of excess operating costs and Tenant’s share of excess electrical costs would be, for the balance of the unexpired Term from the date of such notice, the amount thereof (if any) for the immediately preceding annual period payable by Tenant to Landlord.

(e) In case of any Event of Default, and Tenant shall be dispossessed by summary proceedings or pursuant to or an agreement with Landlord or Tenant shall vacate or abandon the Premises, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Term of this Lease and may grant concessions or free rent to the extent that Landlord considers reasonably advisable or necessary to re-let the same and (ii) may make such alterations, repairs and decorations in the Premises as Landlord in its sole judgment considers advisable or necessary for the purpose of reletting the Premises; and the making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed in accordance with the provisions of this Lease, or in the event of Landlord obtaining possession of the Premises in accordance with the provisions of this Lease, by reason of the violation by Tenant of any of the covenants and conditions of this Lease.

(f) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may at any time be entitled lawfully, and Landlord may invoke any remedy

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allowed at law or in equity as if specific remedies were not herein provided for. Further, nothing contained in this Lease shall limit or prejudice the right of Landlord to prove and obtain in proceedings for bankruptcy or insolvency by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to, or less than the amount of the loss or damages referred to above.

ARTICLE VIII

No payment by Tenant, or acceptance by Landlord, of a lesser amount than shall be due from Tenant to Landlord shall be treated otherwise than as a payment on account. The acceptance by Landlord of a check for a lesser amount

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with an endorsement or statement thereon, or upon any letter accompanying such check, that such lesser amount is payment in full,, shall be given no effect, and Landlord may accept such check without prejudice to any other rights or remedies which Landlord may have against Tenant.

Further, Tenant specifically agrees to look solely to Landlord’s then equity interest in the Building at the time owned, or in which Landlord holds an interest as ground lessee, for recovery of any judgment from Landlord; it being specifically agreed that neither Landlord (original or successor), nor any partner in or of Landlord, nor any beneficiary of any Trust of which any person holding Landlord’s interest is Trustee, shall ever be personally liable for any such judgment, or for the payment of any monetary obligation-to Tenant. The provision contained in the foregoing sentence is not intended to, and shall not, limit any right that Tenant might otherwise have to obtain injunctive relief against Landlord or Landlord’s successors in interest, or any action not involving the personal liability of Landlord (original or successor), any partner in or of Landlord, any successor Trustee to the persons

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named herein as Landlord, or any beneficiary of any Trust of which any person holding Landlord’s interest is Trustee, to respond in monetary damages from Landlord’s assets other than Landlord’s equity interest aforesaid in the Building. In no event shall Landlord ever be liable to Tenant for any indirect or consequential damages suffered by Tenant from whatever cause.

In no event shall the acquisition of title to the. Building and the land on which the same is located by a purchaser which, simultaneously therewith, leases the entire Building or such land back to the seller thereof be treated as an

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assumption by such purchaser-lessor, by operation of law or otherwise, of Landlord’s obligations hereunder, but Tenant shall look solely to such seller-lessee, -and its successors from time to time in title, for performance of Landlord’s obligations hereunder subject to the provisions of Section 8.4 hereof. In any such event, this Lease shall be subject and subordinate to the lease to such purchaser provided that such purchaser agrees to recognize the right of Tenant to use and occupy the Premises upon the payment of rent and other charges payable by Tenant under this Lease and the performance by Tenant of Tenant’s obligations under this Lease and provided that Tenant agrees to attorn to such purchaser. For all purposes, such seller-lessee, and its successors in title, shall be the landlord hereunder unless and until Landlord’s position shall have been assumed by such purchaser-lessor.

(B) Landlord warrants and represents that Landlord has not dealt with any broker in connection with the consummation of this Lease other than the broker, person or firm, if any, designated in Section 1.1 hereof; and in the event any claim is made against the Tenant relative to dealings by Landlord with brokers other than the Brokers, if any, designated in Section 1.1 hereof, Landlord shall defend the claim against Tenant with counsel of Landlord’s selection first approved by Tenant (which approval shall not be

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unreasonably withheld or delayed) and save harmless and indemnify Tenant on account of loss, cost or damage which may arise by reason of such claim.. Landlord agrees that it shall be solely responsible for the payment of brokerage commissions to the Broker, if any, designated in Section 1.1 hereof.

If intended for Landlord, addressed to Landlord at the address set forth on the first page of this Lease (or to such other address or addresses as may from time to time hereafter be designated by Landlord by like notice) with a copy to Landlord, Attention: General Counsel.

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

All such notices shall be effective when received provided that the same are not refused (in which caser the date such notice is first attempted to be delivered shall be the effective date).

Where provision is made for the attention of an individual or department, the notice shall be effective only if the wrapper in which such notice is sent is addressed to the attention of such individual or department.

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Concurrently with the execution of this Lease, Landlord and Tenant shall execute a Nondisturbance, Attornment and Subordination Agreement in the form attached, hereto as Exhibit I and thereafter Landlord shall cause the mortgagee of the Complex as of the Date of this Lease to execute such Agreement and Landlord shall deliver a fully executed counterpart original thereof to Tenant . In the event that any mortgagee or its respective successor in title shall succeed to the interest of Landlord, then, this Lease shall nevertheless continue in full force and effect and Tenant shall and does hereby agree to attorn to such mortgagee or successor and to recognize such mortgagee or successor as its landlord. If any holder of a mortgage which includes the Premises, executed and recorded prior to the date of this Lease, shall so elect, this Lease and the rights of Tenant hereunder, shall be superior in right to the rights of such holder, with the same force and effect as if this Lease had been executed, delivered and recorded, or a statutory Notice hereof recorded, prior to the execution, delivery and recording of any such mortgage. The election of any such holder shall become effective upon either notice from such holder to Tenant in the same fashion as notices from Landlord to Tenant are to be given hereunder or by the recording in the appropriate registry or recorder’s office of an instrument in which such holder subordinates its rights under such mortgage to this Lease.

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First National Bank of Boston) and all necessary incidental costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be additional rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease.

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in an amount sufficient to restore such deposit to the full amount stated in Section 1.1. Tenant not then being in default, Meredith & Grew, Inc. shall return the deposit, or so much thereof as shall not have theretofore been applied in accordance with the terms of this Section 8.20, to Tenant on the expiration or earlier termination of the term of this Lease and surrender possession of the Premises by Tenant to Landlord at such time. While Meredith & Grew, Inc. holds such deposit, such deposit shall be placed in a bank insured by the Federal Deposit Insurance Corporation and the outstanding amount of such deposit shall earn interest at prevailing money market rates and on each anniversary of the Commencement Date, if no Event of Default exists, Meredith & Grew, Inc. shall pay to Tenant such interest earned on such deposit during the prior one year period. Meredith & Grew, Inc. shall not commingle such deposit with other funds. If Landlord conveys Landlord’s interest under this Lease, at Landlord’s direction, the deposit, or any part thereof not previously applied, may be turned Over by Meredith & Grew, Inc. to Landlord’s grantee, and, if so turned over, Tenant agrees to look solely to such grantee for proper application of the deposit in accordance with the terms of this Section 8.20, and the return thereof in accordance herewith.

Neither the holder of any mortgage nor the lessor in any ground lease on property which includes the Premises shall ever be responsible to Tenant for the return or application of any such deposit, whether or not it succeeds to the position of Landlord hereunder, unless such deposit shall have been received in hand by such holder or ground lessor.

Provided (i) that no Event of Default then exists and (ii) Landlord has not previously applied such deposit or any portion thereof in accordance with the terms of this Section 8.20, Meredith & Grew, Inc. shall return the outstanding, amount of such deposit to Tenant upon the first to occur of (i) the first day of the sixty-first (61st) month of the Lease Term (not including any partial month following the Commencement Date) or (ii) seven (7) days prior to date of the filing of a registration statement with the Securities and Exchange Commission for the first public offering of stock of Tenant, provided Tenant has given both Landlord and Meredith & Grew, Inc. notice of such offering at least fourteen (14) days prior to the date thereof.

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location mutually agreeable to Landlord and Tenant. The right to corporate signage provided under this Section 8.21 is specifically for PAREXEL International Corporation, provided that if PAREXEL International Corporation agrees to forego its right to corporate signage pursuant to this Section 8.21, such right shall pass to an assignee of PAREXEL International Corporation’s interest as Tenant under this Lease or to a sublessee of PAREXEL International Corporation of more than 35,000 square feet of rentable floor area of the Premises pursuant to the terms of Sections 5.6 through 5.6.5 of this Lease, but such right shall not pass to any such sublessee of 35,000 square feet of rentable floor area or less of the Premises. Further, at the expiration of the Term of this Lease as it may be extended, and also in the case of a subletting of more than fifty percent (50%) or more of the Rentable Area of the Premises in the aggregate, Landlord shall have the right to remove the signage provided to Tenant hereunder. Landlord’s obligation to provide such driveway sign and such exterior Building sign shall be subject to the applicable provisions of the City of Waltham Zoning Code and any other applicable laws and regulations and to Landlord obtaining all necessary permits and approvals, provided that Landlord shall use best efforts to obtain such permits and approvals. Landlord shall not grant any other tenant in the Building the right to have signage at driveway entrance or on the exterior of the Building.

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of Default exists under this Lease and (ii) this Lease is still in full force and effect:

Other Lease Compensation Payments shall be due on the first day of the month and payment shall be made to the order of Tenant at the Premises, unless Tenant shall designate a different location by notice to Landlord. At Tenant’s option, exercised by notice to Landlord, Tenant may deduct any Other Lease Compensation Payment which is payable for a particular month by Landlord in accordance with the terms of this Section 8.23 from Tenant’s payment to Landlord for Annual Fixed Rent for such month.

(B) Tenant shall have the right, to be exercised within thirty (30) business days after its receipt of Landlord’s Submitted Offer (“Tenant’s Acceptance Period”), to accept Landlord’s Submitted Offer and to enter into a purchase and sale agreement with Landlord for the Complex within Tenant’s Acceptance Period which shall include tendering to Landlord (a) the deposit specified in Landlord’s Submitted Offer and (b) appropriate corporate votes evidencing the authority of Tenant to enter into the transaction. If Tenant shall duly and timely comply with the foregoing, then Landlord shall execute both counterparts of Landlord’s purchase and sale agreement and shall return one (1) fully executed counterpart to Tenant. Thereafter, such sale shall be carried out in accordance with said executed purchase and sale agreement.

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(C) If at the expiration of Tenant’s Acceptance Period Tenant has not accepted Landlord’s Submitted Offer and entered into a purchase and sale agreement for the Complex and complied with the provisions of subparagraph (B) above, time being of the essence in respect to all of the same, Landlord shall be free for a period of eighteen (18) months after the expiration of Tenant’s Acceptance Period to offer and sell, or to receive and obtain an offer and to sell, the Complex to any other person, firm, entity or business organization on terms and conditions upon terms no more favorable to Landlord than contained in Landlord’s Submitted Offer without offering Landlord’s interest in the Complex to Tenant.

(D) Notwithstanding anything to the contrary contained in the Lease (including without limitation the provisions of subparagraph (A) above), Tenant’s right of first offer and all of Tenant’s other rights under this Section 8.24 shall be of no force and effect, shall automatically terminate and shall be deemed null and void (i) upon the occurrence of an Event of Default under this Lease, or (ii) if this Lease shall no longer be in full force and effect or (iii) if Tenant shall have sublet more than forty percent (40%) of the Rentable Floor Area of the Premises in the aggregate (not including any subleasing under Section 5.6.1). Further, notwithstanding anything to the contrary contained in this Lease (including without limitation the provisions of subparagraph (A) above), Tenant’s right of first offer and all of Tenant’s other rights under this Section 8.24 shall be subject and subordinate to the provisions of (i) any leases of all or any portion of the Complex, (ii) rights of tenants under such leases except for any right to purchase the Complex superior to the right of Tenant under this Section 8.24 (such leases and the rights contained therein being herein called the “Subject Leases”) and (iii) to any mortgage now or hereafter placed upon or affecting the Complex or any portion thereof and to any renewals, extensions, replacements and modifications of any such mortgage. Further, (i) Tenant’s right of first offer and all of Tenant’s other rights under this Section 8.24 shall not be applicable to any foreclosure or similar action under any mortgage or any deed in lieu of foreclosure or other action and (ii) upon any foreclosure or other similar action under any mortgage or deed in lieu of foreclosure or other action, Tenant’s right of first offer and all of Tenant’s other rights under this Section 8.24 shall automatically cease and terminate. In addition, Tenant’s right of first offer and all of Tenant’s other rights under this Section 8.24 shall not be applicable in the case of (i) a so-called “sale and leaseback financing” between Landlord, as borrower, and any lender which involves a sale to such lender of any portion or portions (or all) of Landlord’s interest in the Premises together with a simultaneous leasing back thereof by the lender, as

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landlord, to Landlord and/or affiliates Of Landlord, as tenant or (ii) any transaction with a lender for the purposes of financing or refinancing the Complex or Landlord’s interest therein in which the lender receives or may receive an equity participation or other ownership interest in the Complex, in Landlord’s interest therein and/or in the building(s) built or to be built thereon and/or in the rents, income and/or profits therefrom.

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Termination Date, (it being acknowledged and agreed that the Termination Payment is in addition to such amounts and no credit shall be given towards the payment of such amount on account of the payment of the Termination Payment) and (ii) there shall be no “Event of Default” (as defined in Section 7.1) on either the date Tenant gives the applicable Termination Opportunity Notice or on the applicable Early Termination Date, and if such termination shall be null and void and of no force and effect because of either (i) or (ii) above, within seven (7) days after the event which so nullifies such termination, Landlord shall return the Nonrefundable Termination Payment to Tenant and Meredith & Grew, Inc. shall return the Refundable Termination Payment to Tenant. In the event that Tenant’s share of such operating costs, taxes and electricity, and such other additional rent and other amounts due through the applicable Early Termination Date is not finally determined as of the giving of the applicable Termination Opportunity Notice, Tenant shall make payment on account as reasonably estimated by Landlord if so requested by Landlord and in any event Tenant shall make final payment of amounts due through the applicable Early Termination Date within thirty (30) days after final billing therefor by Landlord. In the event of overpayment by Tenant, Landlord shall refund such overpayment to Tenant within a reasonable period Of time not to exceed thirty (30) days. Further, on the applicable Early Termination Date, Tenant shall quit and vacate the Premises and surrender the same in the condition required by the applicable provisions of this Lease. The obligation of Tenant set forth in this Section 8.25 shall survive the termination of this Lease hereunder. If Tenant shall not give to Landlord Tenant’s First Termination Opportunity Notice as provided in this Section 8.25 (time being of the essence), Tenant’s First Termination Option shall be null and void, if Tenant shall not give Tenant’s Second Termination Opportunity Notice as provided in this Section 8.25 (time being of the essence), Tenant’s Second Termination Option shall be null and void, and if Tenant shall give neither Tenant’s First Termination Opportunity Notice nor Tenant’s Second Termination Opportunity Notice as provided in this Section 8.25 (time being of the essence), the provision of this Section 8.25 shall be null and void.

If Tenant shall exercise either Tenant’s First Termination Option or Tenant’s Second Termination Option and (a) if, on or before the applicable Early Termination Date, Tenant shall deliver to Landlord a lease (the “Other Lease”) executed by Tenant and the owner of another building for space to be delivered to Tenant on or before the applicable. Early Termination Date which space is of a size at least equal to one hundred ten percent (110%) of the combined rentable floor area of the First Floor Premises, the Second Floor Premises, Third Floor Premises A, Third Floor

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Premises B and any additional space in the Building which Tenant has the opportunity to add to the Premises pursuant to Sections 2.1.1, 2.1.1.1, 2.1.2 and 2.1.3 or otherwise (collectively, the “Available Space”) on or before the Early Termination Date, within seven (7) days after Tenant shall so deliver the Other Lease to Landlord, Meredith & Grew, Inc. shall deliver the Refundable Termination Payment together with all interest earned thereon to Tenant, and Landlord shall have no right to receive such Refundable Termination Payment or any portion thereof, or (b) if the terms of (a) are not applicable, within seven (7) days after the applicable Early Termination Date, Meredith & Grew, Inc. shall deliver the Refundable Termination Payment together with all interest earned thereon to Landlord, and Tenant shall have no right to receive such Refundable Termination Payment or any portion thereof; provided, however, in the case of either (a) or (b) Landlord shall retain the Nonrefundable Termination Payment and Tenant shall have no right to receive the Nonrefundable Termination Payment or any portion thereof. While Meredith & Grew, Inc. holds the Refundable Termination Payment pursuant to this Section 8.25, the Refundable Termination Payment shall be placed in a bank insured by the Federal Deposit Insurance Corporation in an account which earns money market interest rates. Meredith & Grew, Inc. shall not commingle the Refundable Termination Payment with other funds.

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EXECUTED as a sealed instrument in two or more counterparts each of which shall be deemed to be an original.

(signatures continue on next page)

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