Common use of Expansion Option Clause in Contracts

Expansion Option. Provided that no default has occurred and is continuing under the Lease at the time of the exercise of the following Expansion Option, Tenant shall have a right of First Offer for available contiguous office space on the mezzanine and fourth floors (the "EXPANSION SPACE"), at the then market Rent with a minimum term of five (5) years; this right of First Offer is subject and subordinate to any similar prior rights which existing Tenants may have. It is understood and agreed that any expansion space may be offered to Tenant pursuant to this clause well before said space is actually vacated, and that any expansion space may be offered to Tenant pursuant to this clause at any appropriate time, including for example, when a Tenant notifies Landlord of its intention to vacate from potential expansion space, or prior to the time when a Lease is scheduled to terminate, or at any time when the Landlord would normally seek to offer for rent such space. (i) prior to offering all or any portion of the Expansion Space to others, except to any existing tenants with prior rights at the Building, Landlord shall notify Tenant in writing of the specific space being offered and the rent and other terms on which it is being offered. Tenant shall have fifteen (15) days from receipt of Landlord's notice to accept the space being offered by providing written notice of such acceptance to Landlord. (ii) For a period of fifteen (15) days after receipt of any such notice from Landlord pursuant to this SECTION 38.2, Tenant shall have the right to lease the Expansion Space from Landlord upon the terms and conditions set forth in such offer, and otherwise on the terms and conditions set forth herein. The terms and conditions of the Lease for the Expansion Space, shall generally be the same as for the initial Term. In the event Tenant agrees to lease the Expansion Space within such fifteen (15) day period, Landlord and Tenant shall promptly execute an amendment to the Lease, or new lease, indicating the location and configuration of the Expansion Space and stating the rent and other terms therefore. (iii) If during or upon the expiration of such fifteen (15) day period, Tenant fails or declines to exercise its right to lease the Expansion Space then Tenant's option to exercise this option with respect to such Expansion Space shall cease and expire and be of no further force or effect until such time as the Expansion Space is again vacated by the tenant of such space or otherwise becomes available as provided below. The Basic Rent for any said expansion space shall be the then current fair market annual rent for 5 year leases of comparable Premises in the Fort Point Channel area of the City of Boston commencing on the date such expansion term is anticipated to begin, as reasonably and in good faith determined by Landlord and in consultation with Lessee. Further, it is the intention of the parties that the rent for the said term (5 years or otherwise) shall reflect the fair market rent during such period. In determining fair market rent, Lessor and Lessee shall consider, among other things, operating expenses for commercial office properties in the Fort Point Channel area of Boston, the inflation CPI, location of the Building and of the Premises within the Building, and building amenities 29 and condition, on-site parking and public transportation. If Tenant disagrees with Landlord's determination of fair market annual rent for such Expansion Term, Tenant shall notify Landlord of Tenant's objection to said amount by written notice within twenty (20) days from the receipt of Landlord's Notice. If Tenant so notifies Landlord, then the amount of the Basic Rent for such Expansion Term shall be decided by two reputable appraisers with the MAl (Member Appraisal Institute) designation from the American Institute of Real Estate Appraisers and each with at least ten (10) years of experience in appraising commercial office space in the Fort Point Channel of downtown Boston comparable to the Premises, one selected by Landlord and one selected by Tenant, based on the then fair market annual rent for leases of comparable lengths as are contemplated for the expansion area lease of comparable Premises in the Fort Point Channel area of the City of Boston commencing on the date such lease would commence. In determining fair market rent, Landlord and the appraiser(s) shall consider, among other things, operating expenses for commercial office properties in the Fort Point Channel area of the City of Boston, the inflation CPI, location of the Building and of the Premises within the Building, and building amenities and condition, on-site parking and public transportation. Landlord and Tenant shall each notify the other of its chosen appraiser within ten (10) days of Landlord's receipt of Tenant's objection notice. Unless the appraisers shall have reached a decision within ten (10) days after their selection, they shall select an impartial third MAl appraiser qualified as above within another ten (10) days. The three appraisers shall render their decision within ten (10) days following the selection of the third appraiser and shall notify Landlord and Tenant thereof. The unanimous written decision of the two first chosen (without selection and participation of a third appraiser), or otherwise the written decision of a majority of the three appraisers chosen as herein provided shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each pay their own appraisers and, if a third appraiser is needed as above, shall share his or her cost.

Expansion Option. Subject to the provisions hereinafter set forth, Landlord hereby grants to Tenant the option to lease additional space in the Building (the “Expansion Space”). (a) Provided that no Tenant is not in default has occurred under this Lease beyond the expiration of any notice and/or grace period, Tenant may, by delivery of written notice to Landlord on or before the date which is forty-five (45) full calendar months after the Commencement Date elect to lease the Expansion Space, which notice shall specify the number of square feet of additional rentable area desired to be leased by Tenant. Tenant’s failure to elect to lease the Expansion Space on or before such date shall be deemed a waiver of Tenant’s rights under this Article 33. (b) The Expansion Space shall consist of up to the number of square feet of rentable area in the Building not constituting the Premises or leased to, or subject to existing rights (e.g., expansion rights) held by, or involved in negotiations with, another tenant or prospective tenant, and is continuing under shall be located on a floor or floors, and have a configuration, designated by Landlord. (c) If Tenant elects to lease the Lease at Expansion Space, the time Expansion Space shall be added to and become a part of the exercise of the following Expansion OptionPremises for all purposes under this Lease, Tenant shall have a right of First Offer for available contiguous office space on the mezzanine and fourth floors (the "EXPANSION SPACE"), at the then market Rent with a minimum term of five (5) years; this right of First Offer is subject and subordinate to any similar prior rights which existing Tenants may have. It is understood and agreed that any expansion space may be offered to Tenant pursuant to this clause well before said space is actually vacated, and that any expansion space may be offered to Tenant pursuant to this clause at any appropriate time, including for example, when a Tenant notifies Landlord of its intention to vacate from potential expansion space, or prior to the time when a Lease is scheduled to terminate, or at any time when the Landlord would normally seek to offer for rent such space.except as follows: (i) prior to offering all or any portion The term of the demise of the Expansion Space shall commence on the date which is three (3) months following Landlord’s receipt of Tenant’s election notice (the “Expansion Date”) and shall expire simultaneously with the expiration or earlier termination of the Term of the Lease. (ii) Tenant’s Proportionate Share shall be increased by the percentage calculated by dividing the rentable square feet of the Expansion Space by the rentable square feet of the Building. (iii) The annual Base Rent rate per square foot of rentable area of the Expansion Space shall be equal to othersthe “Prevailing Market Rental”, except as determined in accordance with paragraph 33(d) below. (iv) The Expansion Space will be accepted by Tenant in their then-existing “as-is” condition. (v) Landlord shall have no obligation to any offer tenant concessions. (d) For purposes of this Lease, the “Prevailing Market Rental” shall be the Base Rent that the Expansion Space would be expected to be leased for, for a term commencing on the Expansion Date and ending on the Termination Date, in their then-existing tenants with prior rights condition, in an arms-length transaction between a willing landlord and tenant in the office market existing at the Buildingtime such rate is established. Such determination shall include consideration of (A) the size, location, area, view and nature and condition of the improvements in the Expansion Space and (B) other comparable leasing transactions in the geographical area in which the Expansion Space is located, including renewals and new leases (with appropriate adjustments for different size premises and different length terms), and the rents, and tenant concessions in such transactions. Tenant and Landlord shall make an effort in good faith to agree on the Prevailing Market Rental (the “Outside Negotiation Date”) on or before thirty (30) days following Tenant’s election to expand. If Landlord and Tenant are unable to agree upon the Prevailing Market Rental on or before the Outside Negotiation Date, Landlord shall notify Tenant in writing of the specific space being offered and the rent and other terms on which it is being offered. Tenant shall have each, within fifteen (15) days from receipt thereafter, appoint a real estate appraiser who is a member of Landlord's notice to accept the space being offered by providing written notice of such acceptance to Landlord. (ii) For a period of fifteen (15) days after receipt of any such notice from Landlord pursuant to this SECTION 38.2, Tenant shall have the right to lease the Expansion Space from Landlord upon the terms and conditions set forth in such offer, and otherwise on the terms and conditions set forth herein. The terms and conditions of the Lease for the Expansion Space, shall generally be the same as for the initial Term. In the event Tenant agrees to lease the Expansion Space within such fifteen (15) day period, Landlord and Tenant shall promptly execute an amendment to the Lease, or new lease, indicating the location and configuration of the Expansion Space and stating the rent and other terms therefore. (iii) If during or upon the expiration of such fifteen (15) day period, Tenant fails or declines to exercise its right to lease the Expansion Space then Tenant's option to exercise this option with respect to such Expansion Space shall cease and expire and be of no further force or effect until such time as the Expansion Space is again vacated by the tenant of such space or otherwise becomes available as provided below. The Basic Rent for any said expansion space shall be the then current fair market annual rent for 5 year leases of comparable Premises in the Fort Point Channel area of the City of Boston commencing on the date such expansion term is anticipated to begin, as reasonably and in good faith determined by Landlord and in consultation with Lessee. Further, it is the intention of the parties that the rent for the said term (5 years or otherwise) shall reflect the fair market rent during such period. In determining fair market rent, Lessor and Lessee shall consider, among other things, operating expenses for commercial office properties in the Fort Point Channel area of Boston, the inflation CPI, location of the Building and of the Premises within the Building, and building amenities 29 and condition, on-site parking and public transportation. If Tenant disagrees with Landlord's determination of fair market annual rent for such Expansion Term, Tenant shall notify Landlord of Tenant's objection to said amount by written notice within twenty (20) days from the receipt of Landlord's Notice. If Tenant so notifies Landlord, then the amount of the Basic Rent for such Expansion Term shall be decided by two reputable appraisers with the MAl (Member Appraisal Institute) designation from the American Institute of Real Estate Appraisers and each with at least ten (10or its equivalent) years of experience in appraising commercial office space to assist in the Fort Point Channel of downtown Boston comparable to the Premises, one selected by Landlord and one selected by Tenant, based on the then fair market annual rent for leases of comparable lengths as are contemplated for the expansion area lease of comparable Premises in the Fort Point Channel area determination of the City of Boston commencing on the date such lease would commence. In determining fair market rentPrevailing Market Rental, Landlord and the appraiser(s) two appraisers shall consider, among other things, operating expenses for commercial office properties in the Fort Point Channel area appoint a third appraiser who is also a member of the City American Institute of BostonReal Estate Appraisers (or its equivalent). The Prevailing Market Rental shall be determined by the agreement of any two of such three appraisers, the inflation CPI, location of the Building and of the Premises within the Building, and building amenities and condition, on-site parking and public transportationwhich determination shall be made not later than thirty (30) days thereafter. Landlord and Tenant shall each notify bear the other costs and fees of its chosen appraiser within ten (10) days of Landlord's receipt of Tenant's objection notice. Unless their respective appraisers and shall share equally the appraisers shall have reached a decision within ten (10) days after their selection, they shall select an impartial third MAl appraiser qualified as above within another ten (10) days. The three appraisers shall render their decision within ten (10) days following the selection cost of the third appraiser and shall notify Landlord and Tenant thereof. The unanimous written decision of the two first chosen (without selection and participation of a third appraiser), or otherwise the written decision of a majority of the three appraisers chosen as herein provided shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each pay their own appraisers and, if a third appraiser is needed as above, shall share his or her cost.

Expansion Option. Provided that no Within the first twelve (12) months following the Commencement Date, provided Tenant is not then in default has occurred and is continuing if its monetary or nonmonetary, material obligations under the Lease at the time of the exercise of the following Expansion Option, Tenant shall have a right of First Offer for available contiguous office space on the mezzanine and fourth floors (the "EXPANSION SPACE"), at the then market Rent with a minimum term of five (5) years; this right of First Offer is subject and subordinate to any similar prior rights which existing Tenants may have. It is understood and agreed that any expansion space may be offered to Tenant pursuant to this clause well before said space is actually vacated, and that any expansion space may be offered to Tenant pursuant to this clause at any appropriate time, including for example, when a Tenant notifies Landlord of its intention to vacate from potential expansion space, or prior to the time when a Lease is scheduled to terminate, or at any time when the Landlord would normally seek to offer for rent such space. (i) prior to offering all or any portion of the Expansion Space to others, except to any existing tenants with prior rights at the Building, Landlord shall notify Tenant in writing of the specific space being offered and the rent and other terms on which it is being offered. Tenant shall have fifteen (15) days from receipt of Landlord's notice to accept the space being offered by providing written notice of such acceptance to Landlord. (ii) For a period of fifteen (15) days after receipt of any such notice from Landlord pursuant to this SECTION 38.2Lease, Tenant shall have the prior right of refusal to lease up to approximately 60,000 square feet or more, if available, within Gold Pointe Corporate Center Buildings D or E. Upon notification by Landlord in writing of the Expansion Space from availability of space and the terms and conditions on which Landlord upon is willing to lease such additional space to Tenant, Tenant shall have ten (10) business days to notify Landlord in writing of Tenant’s desire to exercise Tenant’s prior right of refusal on the terms and conditions offered (the terms offered by Landlord must be at least as favorable to Tenant as (i) those terms offered by Landlord to the market in general, and (ii) those terms offered by bona fide third parties that Landlord wishes to accept). In the event Tenant fails to give Landlord notice of Tenant’s election to lease such additional space within such time period, Tenant shall have no further right, title or interest in such additional space and this prior right of refusal shall terminate. If, on the other hand, Tenant exercises its prior right of refusal in the manner prescribed, Tenant and Landlord shall consummate a lease respecting such space without delay in accordance with the terms and conditions set forth in Landlord’s notice. Such additional space shall be leased to Tenant on an “as is” basis and Landlord shall have no obligation to improve such offeradditional space or grant Tenant any improvement allowance thereon. Notwithstanding anything to the contrary herein contained, and otherwise on Tenant’s right to the terms and conditions set forth herein. The terms and conditions of expansion premises shall be conditioned upon the Lease for following: (i) at the Expansion Space, shall generally be the same as for the initial Term. In the event time Tenant agrees to lease accept the Expansion Space within such fifteen (15) day period, Landlord expansion premises and Tenant shall promptly execute an amendment to at the Lease, or new lease, indicating the location and configuration time of the Expansion Space commencement of the term for the expansion premises. Tenant (or an affiliate of Tenant) shall be in possession of and stating occupying the rent primary premises for the conduct of its business therein and other terms therefore. (iii) If during the same shall not be occupied by any assignee, subtenant or upon licensee and, provided further, that the expiration of such fifteen (15) day period, Tenant fails or declines to exercise its right to lease the Expansion Space then Tenant's option to exercise this option with respect to such Expansion Space shall cease and expire and be of no further force or effect until such time as the Expansion Space is again vacated by the tenant of such space or otherwise becomes available as provided below. The Basic Rent for any said expansion additional space shall be applicable hereunder only if the then current fair market annual rent for 5 year leases expansion premises will actually be occupied by Tenant (or an affiliate of comparable Premises in Tenant) and (ii) the Fort Point Channel area agreement of acceptance shall constitute a representation by Tenant to Landlord, effective as of the City date of Boston commencing on the agreement of acceptance and as of the date such expansion term is anticipated to begin, as reasonably and in good faith determined by Landlord and in consultation with Lessee. Further, it is the intention of commencement of the parties that the rent lease for the said term (5 years expansion premises, that Tenant does not intend to assign the lease for the expansion premises, in whole or otherwise) shall reflect the fair market rent during such period. In determining fair market rent, Lessor and Lessee shall consider, among other things, operating expenses for commercial office properties in the Fort Point Channel area part or sublet all or any portion of Boston, the inflation CPI, location of the Building and of the Premises within the Building, and building amenities 29 and condition, on-site parking and public transportation. If Tenant disagrees with Landlord's determination of fair market annual rent for such Expansion Term, Tenant shall notify Landlord of Tenant's objection to said amount by written notice within twenty (20) days from the receipt of Landlord's Notice. If Tenant so notifies Landlord, then the amount of the Basic Rent for such Expansion Term shall be decided by two reputable appraisers with the MAl (Member Appraisal Institute) designation from the American Institute of Real Estate Appraisers and each with at least ten (10) years of experience in appraising commercial office space in the Fort Point Channel of downtown Boston comparable to the Premises, one selected by Landlord and one selected by Tenant, based on the then fair market annual rent for leases of comparable lengths as are contemplated election to expand being for the purpose of utilizing the expansion area lease of comparable Premises premises for Tenant’s purposes in the Fort Point Channel area of the City of Boston commencing on the date such lease would commence. In determining fair market rent, Landlord and the appraiser(s) shall consider, among other things, operating expenses for commercial office properties in the Fort Point Channel area of the City of Boston, the inflation CPI, location of the Building and of the Premises within the Building, and building amenities and condition, on-site parking and public transportation. Landlord and Tenant shall each notify the other of its chosen appraiser within ten (10) days of Landlord's receipt conduct of Tenant's objection notice’s business (or the business of an affiliate of Tenant) therein. Unless the appraisers Tenant’s options to renew and contract shall have reached a decision within ten (10) days after their selection, they shall select an impartial third MAl appraiser qualified as above within another ten (10) days. The three appraisers shall render their decision within ten (10) days following the selection continue in full force and effect notwithstanding Tenant’s failure to exercise is prior right of the third appraiser and shall notify Landlord and Tenant thereof. The unanimous written decision of the two first chosen (without selection and participation of a third appraiser), or otherwise the written decision of a majority of the three appraisers chosen as herein provided shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each pay their own appraisers and, if a third appraiser is needed as above, shall share his or her costrefusal.

Expansion Option. Section 34.01. Provided that no the named Tenant herein is not in default has occurred and is continuing under the Lease at the time pursuant to any of the exercise terms and conditions of the following Expansion Optionthis Lease beyond any applicable notice or cure period, Tenant shall have the option of leasing additional space consisting of 24,911 rentable square feet of the Building (hereinafter referred to as the “Expansion Space”), as shown on Exhibit F attached hereto and made a right of First Offer for part hereof, which Expansion Space is anticipated to become available contiguous office space on the mezzanine and fourth floors or before August 1, 2012 (the "EXPANSION SPACE"“Expansion Space Effective Date”), at the then market Rent with a minimum term of five (5) years; this right of First Offer is subject and subordinate to any similar prior rights which existing Tenants may have. It is understood and agreed that any expansion space may be offered to Tenant pursuant to this clause well before said space is actually vacated, and that any expansion space may be offered to Tenant pursuant to this clause at any appropriate time, including for example, when a Tenant notifies shall notify Landlord in writing of its intention election to vacate from potential expansion space, or prior to the time when a Lease is scheduled to terminate, or at any time when the Landlord would normally seek to offer for rent such space. (i) prior to offering all or any portion of lease the Expansion Space on or before April 1, 2012. In the event the Expansion Space becomes available prior to othersAugust 1, except to any existing tenants with prior rights at the Building2012, Landlord shall notify Tenant in writing of the specific space being offered its availability, and the rent and other terms on which it is being offered. Tenant shall have fifteen ten (1510) business days from receipt of Landlord's ’s notice to accept the space being offered by providing written notice notify Landlord in writing of such acceptance to Landlord. (ii) For a period of fifteen (15) days after receipt of any such notice from Landlord pursuant to this SECTION 38.2, Tenant shall have the right its election to lease the Expansion Space from Landlord upon the terms and conditions set forth in such offer, and otherwise on the terms and conditions set forth herein. The terms and conditions as of the Lease for effective date of its availability. Should Tenant elect to lease the Expansion Space, Tenant shall generally be lease the same in its “AS IS” condition, upon all the terms, covenants and conditions of this Lease, and at the Annual Basic Rent per rentable square foot then payable by Tenant pursuant to this Lease, provided, however, Tenant shall not be entitled to any Basic Rent abatement, any “Tenant’s Improvement Work Allowance”, any “Tenant’s HVAC Work Allowance”, nor any “Tenant’s Additional HVAC Work Allowance” (as for the initial Termsuch terms are hereinafter defined). In the event Tenant agrees to lease the Upon Tenant’s exercise of this Expansion Space within such fifteen (15) day periodOption, Landlord and Tenant shall promptly agree to execute an amendment to the Lease, or new lease, indicating the location and configuration this Lease setting forth as of the Expansion Space Effective Date, the rentable square footage of the Demised Premises, the Annual Basic Rent, Tenant’s Proportionate Share and stating the rent and such other terms therefore. (iii) If during or upon the expiration of such fifteen (15) day period, Tenant fails or declines and conditions that may be applicable to exercise its right to lease the Expansion Space then Tenant's option to exercise this option with respect to such Expansion Space shall cease and expire and be of no further force or effect until such time as the Expansion Space is again vacated by the tenant of such space or otherwise becomes available as provided below. The Basic Rent for any said expansion space shall be the then current fair market annual rent for 5 year leases of comparable Premises in the Fort Point Channel area of the City of Boston commencing on the date such expansion term is anticipated to begin, as reasonably and in good faith determined by Landlord and in consultation with Lessee. Further, it is the intention of the parties that the rent for the said term (5 years or otherwise) shall reflect the fair market rent during such period. In determining fair market rent, Lessor and Lessee shall consider, among other things, operating expenses for commercial office properties in the Fort Point Channel area of Boston, the inflation CPI, location of the Building and of the Premises within the Building, and building amenities 29 and condition, on-site parking and public transportation. If Tenant disagrees with Landlord's determination of fair market annual rent for such Expansion Term, Tenant shall notify Landlord of Tenant's objection to said amount by written notice within twenty (20) days from the receipt of Landlord's Notice. If Tenant so notifies Landlord, then the amount of the Basic Rent for such Expansion Term shall be decided by two reputable appraisers with the MAl (Member Appraisal Institute) designation from the American Institute of Real Estate Appraisers and each with at least ten (10) years of experience in appraising commercial office space in the Fort Point Channel of downtown Boston comparable to the Premises, one selected by Landlord and one selected by Tenant, based on the then fair market annual rent for leases of comparable lengths as are contemplated for the expansion area lease of comparable Premises in the Fort Point Channel area of the City of Boston commencing on the date such lease would commence. In determining fair market rent, Landlord and the appraiser(s) shall consider, among other things, operating expenses for commercial office properties in the Fort Point Channel area of the City of Boston, the inflation CPI, location of the Building and of the Premises within the Building, and building amenities and condition, on-site parking and public transportation. Landlord and Tenant shall each notify the other of its chosen appraiser within ten (10) days of Landlord's receipt of Tenant's objection notice. Unless the appraisers shall have reached a decision within ten (10) days after their selection, they shall select an impartial third MAl appraiser qualified as above within another ten (10) days. The three appraisers shall render their decision within ten (10) days following the selection of the third appraiser and shall notify Landlord and Tenant thereof. The unanimous written decision of the two first chosen (without selection and participation of a third appraiser), or otherwise the written decision of a majority of the three appraisers chosen as herein provided shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each pay their own appraisers and, if a third appraiser is needed as above, shall share his or her costSpace.

Expansion Option. Provided that no Tenant is not in default has occurred and is continuing under the Lease at the time of the exercise of the following Expansion Option, Tenant shall have a right of First Offer for available contiguous office space on the mezzanine and fourth floors (the "EXPANSION SPACE"), at the then market Rent with a minimum term of five (5) years; this right of First Offer is subject and subordinate to any similar prior rights which existing Tenants may have. It is understood and agreed that any expansion space may be offered to Tenant pursuant to this clause well before said space is actually vacated, and that any expansion space may be offered to Tenant pursuant to this clause at any appropriate time, including for example, when a Tenant notifies Landlord of its intention to vacate from potential expansion space, or prior to the time when a Lease is scheduled to terminate, or at any time when the Landlord would normally seek to offer for rent such space. (i) prior to offering all or any portion of the Expansion Space to others, except to any existing tenants with prior rights at the Building, Landlord shall notify Tenant in writing of the specific space being offered and the rent and other terms on which it is being offered. Tenant shall have fifteen (15) days from receipt of Landlord's notice to accept the space being offered by providing written notice of such acceptance to Landlord. (ii) For a period of fifteen (15) days after receipt of any such notice from Landlord pursuant to this SECTION 38.2hereunder, Tenant shall have the right option at any time during the first eighteen (18) months of occupancy (the “Option Period”) to lease expand the Expansion Space from Landlord upon Rentable Area in the Premises to include approximately 3,000 rentable square feet of additional space that is adjacent to the Premises (the “Additional Space”) on the same terms and conditions as set forth in this Lease (the “Expansion Option”). Landlord shall not market the Additional Space during the Option Period in exchange for Tenant’s paying to Landlord the annual sum of $7.00 per rentable square foot of area in the Additional Space (the “Option Period Fee”), with such offer, and otherwise on sum to be paid in equal monthly installments for each month of the terms and conditions Option Period in which Tenant has not exercised its Expansion Option or until Tenant elects not to exercise the Expansion Option by written notice to Landlord. Tenant shall pay such monthly installment of the Option Period Fee with Tenant’s monthly payment of Base Rent as set forth herein. The terms and conditions of the Lease for the Expansion Space, shall generally be the same as for the initial Term. In the event Tenant agrees to lease the Expansion Space within such fifteen (15) day period, Landlord and Tenant shall promptly execute an amendment to the Lease, or new lease, indicating the location and configuration of the Expansion Space and stating the rent and other terms therefore. (iii) If during or upon the expiration of such fifteen (15) day period, Tenant fails or declines wishes to exercise its right to lease Expansion Option during the Expansion Space then Tenant's option to exercise this option with respect to such Expansion Space shall cease and expire and be of no further force or effect until such time as the Expansion Space is again vacated by the tenant of such space or otherwise becomes available as provided below. The Basic Rent for any said expansion space shall be the then current fair market annual rent for 5 year leases of comparable Premises in the Fort Point Channel area of the City of Boston commencing on the date such expansion term is anticipated to begin, as reasonably and in good faith determined by Landlord and in consultation with Lessee. Further, it is the intention of the parties that the rent for the said term (5 years or otherwise) shall reflect the fair market rent during such period. In determining fair market rent, Lessor and Lessee shall consider, among other things, operating expenses for commercial office properties in the Fort Point Channel area of Boston, the inflation CPI, location of the Building and of the Premises within the Building, and building amenities 29 and condition, on-site parking and public transportation. If Tenant disagrees with Landlord's determination of fair market annual rent for such Expansion TermOption Period, Tenant shall notify provide Landlord of Tenant's objection to said amount by with written notice within twenty (20) days from the receipt of Landlord's Notice. If Tenant so notifies Landlord, then the amount of the Basic Rent for such Expansion Term shall be decided by two reputable appraisers with the MAl (Member Appraisal Institute) designation from the American Institute of Real Estate Appraisers and each with at least ten (10) years of experience in appraising commercial office space in the Fort Point Channel of downtown Boston comparable to the Premises, one selected by Landlord and one selected by Tenant, based on the then fair market annual rent for leases of comparable lengths as are contemplated for the expansion area lease of comparable Premises in the Fort Point Channel area of the City of Boston commencing on the date such lease would commence. In determining fair market rent, Landlord and the appraiser(s) shall consider, among other things, operating expenses for commercial office properties in the Fort Point Channel area of the City of Boston, the inflation CPI, location of the Building and of the Premises within the Building, and building amenities and condition, on-site parking and public transportation. Landlord and Tenant shall each notify the other of its chosen appraiser within intention to exercise the Expansion Option. Within ten (10) days of Landlord's ’s receipt of Tenant's objection notice. Unless the appraisers shall have reached a decision within ten (10) days after their selection, they shall select an impartial third MAl appraiser qualified as above within another ten (10) days. The three appraisers shall render their decision within ten (10) days following the selection ’s exercise of the third appraiser and shall notify Landlord and Tenant thereof. The unanimous written decision of the two first chosen (without selection and participation of a third appraiser)Expansion Option, or otherwise the written decision of a majority of the three appraisers chosen as herein provided shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each pay their own appraisers andexecute an amendment to this Lease confirming the square footage of the Premises as expanded and Base Rent as increased, if by the Additional Space and including any other such details that Landlord deems reasonably necessary, which do not materially alter the terms of this Lease except as otherwise provided herein. Landlord shall provide Tenant the services set forth in Section 3.1 with respect to the Additional Space, the cost of which shall be borne by Landlord and shall be equal to the per square footage construction costs for the Turnkey Upfit prorated by dividing such per square footage construction costs by a third appraiser fraction the numerator of which is needed as above, the number of months remaining in the Term when Tenant exercised its Expansion Option and the denominator of which shall share his or her costbe sixty-five (65) (number of months in the Term). Landlord shall configure the Additional Space so that it has connectivity with the Premises upon Landlord’s delivering the Additional Space to Tenant.

Expansion Option. Provided that no default has occurred Tenant shall have the option at any time during the Term to cause Landlord to expand the original Premises (Building A) to approximately 80,000 rentable square feet and is continuing under lease the expansion space (the “Building A Expansion Space”) to Tenant, subject to all of the terms and conditions of this Section 9. A. The following are the conditions precedent to Tenant’s right to exercise its Building A Expansion Option: (i) Tenant must deliver to Landlord written notice exercising its right to Lease the Building A Expansion Space; (ii) Tenant, at the time of the exercise of the following Expansion Optionsuch notice, Tenant shall have a right of First Offer for available contiguous office space on the mezzanine must not be in monetary default (beyond any applicable notice and fourth floors cure period in this Lease) or default described in Section 26(a)(iv); and (the "EXPANSION SPACE")iii) Tenant, at the then market Rent with a minimum term time of five (5) years; this right such notice, must be leasing all or substantially all of First Offer is subject and subordinate to any similar prior rights which existing Tenants may have. It is understood and agreed that any expansion space may be offered to Tenant pursuant to this clause well before said space is actually vacatedBuilding A, and that Tenant must not be planning to vacate, assign or sublet any expansion of the space may be offered to Tenant pursuant to this clause in Building A at any appropriate time, including for example, when a Tenant notifies Landlord of its intention to vacate from potential expansion space, or prior to the time when a Lease is scheduled to terminate, or at any time when Tenant expands into the Landlord would normally seek to offer for rent such spaceBuilding A Expansion Space. (i) prior to offering all or any portion of B. If Tenant properly exercises the Building A Expansion Space to others, except to any existing tenants with prior rights at the Building, Landlord shall notify Tenant in writing of the specific space being offered and the rent and other terms on which it is being offered. Tenant shall have fifteen (15) days from receipt of Landlord's notice to accept the space being offered by providing written notice of such acceptance to Landlord. (ii) For a period of fifteen (15) days after receipt of any such notice from Landlord pursuant to this SECTION 38.2, Tenant shall have the right to lease the Expansion Space from Landlord upon the terms and conditions set forth in such offer, and otherwise on the terms and conditions set forth herein. The terms and conditions of the Lease for the Expansion Space, shall generally be the same Option as for the initial Term. In the event Tenant agrees to lease the Expansion Space within such fifteen (15) day periodprovided above, Landlord and Tenant shall promptly execute an enter into a lease or amendment to this Lease with respect to the Lease, or new lease, indicating Building A Expansion Space containing the location and configuration of following terms: (i) Landlord will be obligated to construct the Building A Expansion Space and stating the rent requisite parking and other terms thereforerelated site improvements, if any, within 9 months of the date such lease or amendment to lease is entered into by Landlord and Tenant, subject only to delays outside of the reasonable control of Landlord. The design, exterior materials and quality of the Building A Expansion Space shall be consistent with the remainder of the Building A base building so as to keep the relative cost (adjusted for changes in the costs of labor and materials) per rentable square foot of the Building A Expansion Space comparable to that of the remainder of Building A. (ii) The term of the lease for the Building A Expansion Space shall commence upon the substantial completion of Landlord’s construction of the Building A Expansion Space (the “Building A Expansion Space Commencement Date”), and shall expire upon the expiration or termination of the Term of this Lease; provided, however, that if less than 5 years remains on the Term of this Lease (including any extension options exercised by Tenant as of the Building A Expansion Space Commencement Date), then the Term of this Lease (Section 36 [Tenant’s Option to Terminate] notwithstanding) shall be extended so that this Lease and the lease of the Building A Expansion Space shall expire on the fifth anniversary of the Building A Expansion Space Commencement Date or such other date as to which Landlord and Tenant may mutually agree. If the Term is so extended, any unexercised and unexpired options to extend the Term under Section 31 of the Lease shall be pushed out so that the full extension term, if exercised, would commence as of the expiration of the Term or extended Term, as the case may be, as extended pursuant to this subsection (b). If such extension term, as pushed back, goes beyond lease year 19, Minimum Annual Rent for subsequent lease years shall continue to increase at 2% per annum. For example, if Tenant entered into a five-year lease for the Building A Expansion Space commencing at the beginning of year eight of the ten-year initial Term of this Lease, the Term of this Lease would be extended through year twelve, and the first three-year extension term would commence, if exercised, at the beginning of year thirteen (and the scheduled rental rates per rentable square foot under Section 31 for years 13 through 15 would apply to the first extension term with respect to the original Premises). (iii) If during or upon The Annual Minimum Rent for the expiration of such fifteen (15) day period, Tenant fails or declines to exercise its right to lease the Building A Expansion Space then Tenant's option for the first lease year shall be an amount equal to exercise this option with respect to such the product of (i) the “Building A Expansion Costs” (as defined below), multiplied by (ii) the “Finance Rate” (as defined below). The Annual Minimum Rent for the Building A Expansion Space for each lease year subsequent to the first lease year shall cease and expire and be an amount equal to 102% of no further force or effect until such time as the Expansion Space is again vacated by the tenant of such space or otherwise becomes available as provided below. The Basic scheduled Annual Minimum Rent for any said expansion space shall be the then current fair market annual rent for 5 year leases of comparable Premises in the Fort Point Channel area of the City of Boston commencing on the date such expansion term is anticipated to begin, as reasonably and in good faith determined by Landlord and in consultation with Lessee. Further, it is the intention of the parties that the rent for the said term (5 years or otherwise) shall reflect the fair market rent during such period. In determining fair market rent, Lessor and Lessee shall consider, among other things, operating expenses for commercial office properties in the Fort Point Channel area of Boston, the inflation CPI, location of the Building and of the Premises within the Building, and building amenities 29 and condition, on-site parking and public transportation. If Tenant disagrees with Landlord's determination of fair market annual rent for such Expansion Term, Tenant shall notify Landlord of Tenant's objection to said amount by written notice within twenty (20) days from the receipt of Landlord's Notice. If Tenant so notifies Landlord, then the amount of the Basic Rent for such Expansion Term shall be decided by two reputable appraisers with the MAl (Member Appraisal Institute) designation from the American Institute of Real Estate Appraisers and each with at least ten (10) years of experience in appraising commercial office space in the Fort Point Channel of downtown Boston comparable to the Premises, one selected by Landlord and one selected by Tenant, based on the then fair market annual rent for leases of comparable lengths as are contemplated for the expansion area immediately preceding lease of comparable Premises in the Fort Point Channel area of the City of Boston commencing on the date such lease would commence. In determining fair market rent, Landlord and the appraiser(s) shall consider, among other things, operating expenses for commercial office properties in the Fort Point Channel area of the City of Boston, the inflation CPI, location of the Building and of the Premises within the Building, and building amenities and condition, on-site parking and public transportation. Landlord and Tenant shall each notify the other of its chosen appraiser within ten (10) days of Landlord's receipt of Tenant's objection notice. Unless the appraisers shall have reached a decision within ten (10) days after their selection, they shall select an impartial third MAl appraiser qualified as above within another ten (10) days. The three appraisers shall render their decision within ten (10) days following the selection of the third appraiser and shall notify Landlord and Tenant thereof. The unanimous written decision of the two first chosen (without selection and participation of a third appraiser), or otherwise the written decision of a majority of the three appraisers chosen as herein provided shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each pay their own appraisers and, if a third appraiser is needed as above, shall share his or her costyear.

Expansion Option. Provided that no default has occurred and is continuing under Subject to the Lease at the time rights of the exercise existing tenant thereof and its successors and assigns (IRI) and to the first refusal rights of a presently existing tenant of the following Expansion Option, Tenant shall have a right of First Offer for available contiguous office space on the mezzanine Building and fourth floors its successors and assigns (the "EXPANSION SPACE"Merck), at the then market Rent with a minimum term of five (5) years; this right of First Offer is subject and subordinate to any similar prior rights which existing Tenants may have. It is understood and agreed that any expansion space may be offered to Tenant pursuant to this clause well before said space is actually vacated, and that any expansion space may be offered to Tenant pursuant to this clause at any appropriate time, including for example, when a Tenant notifies Landlord of its intention to vacate from potential expansion space, or prior to the time when a Lease is scheduled to terminate, or at any time when the Landlord would normally seek to offer for rent such space. (i) prior to offering all or any portion of the Expansion Space to others, except to any existing tenants with prior rights at the Building, Landlord shall notify Tenant in writing of the specific space being offered and the rent and other terms on which it is being offered. Tenant shall have fifteen (15) days from receipt of Landlord's notice to accept the space being offered by providing written notice of such acceptance to Landlord. (ii) For a period of fifteen (15) days after receipt of any such notice from Landlord pursuant to this SECTION 38.2, Tenant shall have the right option to lease add to the Expansion Space from Demised Premises the entire LE portion of Level 1 of the Building ("LE") in accordance with the provisions of this Section. At such time as Landlord upon the terms determines that LE will become available to Tenant, (i.e., IRI and conditions set forth in such offerMerck did not exercise their options, and otherwise in no event prior to eighteen (18) months before LE becomes available for occupancy by Tenant), Landlord shall so notify Tenant (the "Availability Notice), such notice to include the date upon which LE shall become available (the "Availability Date"), Tenant shall thereafter have thirty-five (35) days within which to notify Landlord whether it desires to add LE to the Demised Premises. If Tenant notifies Landlord within such period that it desires to add LE to the Demised Premises, LE shall become a part of the Demised Premises on the terms and conditions set forth hereinAvailability Date. The terms and conditions of the Lease Base Rent per square foot for the Expansion Space, LE shall generally be the same as the Base Rent per square foot for the initial Term. In the event Tenant agrees original Demised Premises pursuant to lease the Expansion Space within such fifteen (15) day period, Landlord and Tenant shall promptly execute an amendment to the this Lease, or new lease, indicating the location and configuration Tenant's proportionate share of the Expansion Space and stating the rent and other terms therefore. (iii) If during or upon the expiration of such fifteen (15) day period, Tenant fails or declines to exercise its right to lease the Expansion Space then Tenant's option to exercise this option Building shall be appropriately adjusted with respect to such Expansion Space shall cease and expire and be of no further force or effect until such time as the Expansion Space is again vacated by the tenant of such space or otherwise becomes available as provided belowits obligations for Additional Rent. The Basic Rent for any said expansion space LE shall be the then current fair market annual rent for 5 year leases of comparable Premises in the Fort Point Channel area of the City of Boston commencing delivered to Tenant on the date such expansion term is anticipated to begin, as reasonably and Availability Date in good faith determined by Landlord and in consultation with Lessee. Further, it is the intention of the parties that the rent for the said term (5 years or otherwise) shall reflect the fair market rent during such period. In determining fair market rent, Lessor and Lessee shall consider, among other things, operating expenses for commercial office properties in the Fort Point Channel area of Boston, the inflation CPI, location of the Building and of the Premises within the Building, and building amenities 29 and its then "AS IS" condition, on-site parking broom clean, vacant and public transportationfree of tenants, occupants and rights of possession. If Tenant disagrees with Landlord's determination of fair market annual rent for such Expansion Term, Tenant shall notify Landlord of Tenant's objection fails to said amount by written notice exercise the within twenty option within thirty-five (20) days from the receipt of Landlord's Notice. If Tenant so notifies Landlord, then the amount of the Basic Rent for such Expansion Term shall be decided by two reputable appraisers with the MAl (Member Appraisal Institute) designation from the American Institute of Real Estate Appraisers and each with at least ten (10) years of experience in appraising commercial office space in the Fort Point Channel of downtown Boston comparable to the Premises, one selected by Landlord and one selected by Tenant, based on the then fair market annual rent for leases of comparable lengths as are contemplated for the expansion area lease of comparable Premises in the Fort Point Channel area of the City of Boston commencing on the date such lease would commence. In determining fair market rent, Landlord and the appraiser(s) shall consider, among other things, operating expenses for commercial office properties in the Fort Point Channel area of the City of Boston, the inflation CPI, location of the Building and of the Premises within the Building, and building amenities and condition, on-site parking and public transportation. Landlord and Tenant shall each notify the other of its chosen appraiser within ten (10) days of Landlord's receipt of Tenant's objection notice. Unless the appraisers shall have reached a decision within ten (1035) days after their selection, they shall select an impartial third MAl appraiser qualified as above within another ten (10) days. The three appraisers shall render their decision within ten (10) days following the selection its receipt of the Availability Notice, Landlord shall be free for a period of one year after the Availability Date to enter into a lease of LE to any third appraiser and party or to occupy LE itself for its own business purposes. If Landlord has not leased or occupied LE within that period, its shall notify Landlord and be obligated to reoffer LE to Tenant thereofwith another Availability Notice in accordance with the procedure described above. The unanimous written decision In no event shall this option extend to less than the entire LE. If LE becomes part of the two first chosen (without selection Demised Premises, Tenant's renewal options under Article 41 shall apply to the expanded Demised Premises, and participation of a third appraiser), or otherwise the written decision of a majority parties shall enter into an appropriate Amendment to this Lease to reflect the expansion of the three appraisers chosen as herein provided shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each pay their own appraisers and, if a third appraiser is needed as above, shall share his or her costDemised Premises.

Expansion Option. Provided Landlord hereby grants to Tenant an option to lease additional space (the “Expansion Option”) in the buildings located at [ * ] (the “Option Space”), which collectively comprise a total of 82,296 rentable square feet, on the following basis: A. Tenant shall give written notice to Landlord of its election to exercise the Expansion Option (“Tenant’s Expansion Notice”) on or before the [ * ] day after mutual execution of this Lease. If Tenant does not timely give notice to Landlord it will be conclusively presumed Tenant waives its right to exercise the Expansion Option and Tenant shall have no further rights to the Option Space under this Expansion Option and this Expansion Option shall thereupon automatically be of no further force and effect. B. Tenant’s Expansion Notice shall identify the portion of the Option Space to be leased subject to the following requirements: (i) Tenant must lease the entirety of the rentable area in a respective building; and (ii) Tenant must identify the space in the order of the buildings listed above (i.e. any election must include [ * ] first, then [ * ], and last [ * ]). C. Tenant acknowledges that no default has occurred portions of the Option Space are subject to leases with third parties and is continuing under may continue to be subject to the Lease rights of such third parties at the time of delivery of Tenant’s Expansion Notice. Following receipt of Tenant’s Expansion Notice, Landlord shall use commercially reasonable efforts to reach terms for relocation of tenants having rights to the Option Space, as is necessary to permit Landlord to lease such space to Tenant; for purposes of this provision, Landlord’s efforts shall be deemed commercially reasonable if Landlord offers terms consistent with the current terms approved by Landlord’s lender and investors for leasing of such relocation space at the time as reflected in the current leasing proforma or leasing guidelines for such property, as dated , plus an amount attributable to moving costs, lost time or other such costs reasonably requested by tenants (without being obligated to fund such costs in excess of the amount attributable to such costs that will be secured by the Letter of Credit applicable to such relocated tenant under Section 10.D(4) below). Not later than [ * ] following receipt of Tenant’s Expansion Notice, Landlord shall inform Tenant in writing as to which of the Option Space buildings, in accordance with Tenant’s Expansion Notice, can be made available for lease by Tenant. The Option Space so identified shall hereinafter be referred to as the “Expansion Premises.” (1) If the Expansion Premises include all of the space identified in Tenant’s Expansion Notice, then the Expansion Option shall be deemed exercised with respect to the Expansion Premises. (2) If the Expansion Premises do not include all of the space identified in Tenant’s Expansion Notice, then not later than 150 days following receipt of Landlord’s identification of the Expansion Premises, Tenant shall give written notice to Landlord either (i) of its election to exercise the Expansion Option for the premises identified as the Expansion Premises, (ii) of its intention to exercise the Expansion Option with respect to different buildings within the Option Space by submitting a new Tenant’s Expansion Notice, or (iii) that it declines to exercise the Expansion Option with respect to any of the Option Space. a. In the event Tenant provides notice (ii) in subparagraph (2) above, Tenant shall have the one-time option to purchase any building identified in Tenant’s Expansion Notice that is not included in the Expansion Premises upon the terms and conditions as specified under Section 12 below. These terms and conditions are to include, but not be limited to, the identified time frames and pricing as specified under Section 12.B. Tenant’s exercise of the following purchase option set forth in this subparagraph shall be separate, and in addition to, the purchase option described in Section 12 below. b. In the event Tenant provides notice (iii) in subparagraph (2) above, Tenant shall have (a) the right to maintain the Expiration Date of the Lease and the 2600 Lease at March 31, 2008, and (b) during the term of the Lease, the option to terminate the Lease, and all obligations as set forth thereunder, by providing Landlord with one hundred eighty (180) days written notice to terminate. If Tenant exercises option (b) under this Section 10.C(2)b, Tenant shall reimburse Landlord the unamortized First Allowance and the commission paid by Landlord to Tenant’s Broker (as set forth on Exhibit B), determined by amortizing such costs on a straight-line basis over the Extended Term. (3) Except as otherwise set forth in this Addendum, including the right of refusal set forth in Section 11, Tenant shall have no further rights with respect to Option Space buildings that are not included in Tenant’s Expansion Notice or which Landlord confirms are not available, as provided in this subsection. D. Upon Tenant’s timely exercise of the Expansion Option, the Expansion Premises shall be deemed leased and Landlord and Tenant shall enter into a separate lease for each building in which the Expansion Premises are located, evidencing such leasing on the terms and conditions of this Lease, except as follows: (1) The term of the lease or leases shall be for a period of 65 whole calendar months commencing on January 1, 2008. (2) Upon commencement, Tenant’s Base Rental on the Expansion Premises shall be in the amount of [ * ] per rentable square foot, payable monthly in accordance with the Lease, and commencing on the first anniversary date of each lease, and annually thereafter, the Base Rental payable by Tenant shall be increased by [ * ]. (3) Landlord shall provide an improvements allowance of [ * ] per rentable square foot of the Expansion Premises payable upon Landlord’s written receipt of evidence indicating that such tenant improvements have been made to the Expansion Premises by Tenant. Any portion of the improvements allowance not used within 12 months after the commencement date of the respective lease shall be forfeited. All improvements shall be subject to Landlord’s prior approval as set forth in the Lease. (4) Not more than thirty days following Landlord’s notice to Tenant identifying actual costs incurred by Landlord associated with the relocation of existing tenants within the Expansion Premises, Tenant shall deliver to Landlord a clean, unconditional, irrevocable letter of credit from a lending institution reasonably acceptable to Landlord in the form attached hereto as Exhibit A or other form approved by Landlord (the “Letter of Credit”) in an amount not to exceed [ * ] to be made available as financial assurance for the performance of Tenant’s obligations under the respective lease on the following terms and conditions: (a) The Letter of Credit, or a renewal or substitute therefor approved by Landlord, shall be kept in effect until Tenant takes occupancy of the Expansion Premises and commences paying Base Rent in accordance with the terms of each respective lease (the “LC Termination Date”). The Letter of Credit shall be in an amount equal to Landlord’s actual expenditures for relocating the current tenants of the Expansion Premises with respect to the applicable Expansion Space. If the Letter of Credit would otherwise expire prior to the LC Termination Date, Tenant shall deliver to Landlord an extension or renewal of the Letter of Credit, or a substitute Letter of Credit in the same form as Exhibit A or other form approved by Landlord, no later than 30 days prior to the expiration date of such Letter of Credit, from a lending institution subject to Landlord’s approval; such extension, renewal or substitute Letter of Credit shall be effective no later than 10 days prior to the expiration of, and in an amount equivalent to, the existing Letter of Credit. If an event of default (as defined in the default section of the applicable lease), Landlord may present the Letter of Credit (or the renewal, extension or substitute) for payment one or more times up to the entire amount of the Letter of Credit, with amounts received to be held and applied by Landlord in accordance with subparagraph B below. If Tenant fails to timely provide Landlord with an extension, renewal or substitute Letter of Credit, as required hereunder, such failure shall automatically and without notice be deemed an Event of Default under the Lease and Landlord shall have a right to present the Letter of Credit in accordance with the foregoing provision. If the Letter of Credit has not been presented for payment on or before the LC Termination Date, Landlord shall return the Letter of Credit to the issuer within 30 days after the LC Termination Date. If Landlord transfers its interest under the Lease, Landlord shall have the right to transfer the Letter of Credit or substitute to the transferee (and Landlord shall pay any costs or fees charged by the issuer to permit such transfer), and if the Letter of Credit has been transferred, Tenant shall look solely to such transferee for the return of the Letter of Credit (or substitute). If there is a Mortgagee, Tenant shall execute such documents as the Mortgagee may reasonably require to secure the Mortgagee’s interest in the letter of Credit and proceeds, subject to this Section. Landlord shall give written notice to Tenant of transfer of Landlord’s interest resulting in transfer of the Letter of Credit. Landlord shall deliver the then-current effective Letter of Credit to the issuer marked for cancellation upon receipt of any conforming renewal or substitute Letter of Credit provided in accordance with this Section and cooperate with the issuing bank to effect the release of such then-current effective Letter of Credit as soon as the renewal or substitute Letter of Credit is in effect pursuant to its terms. Landlord agrees to pay all fees charged by the lending institution issuing the Letter of Credit (or any reduction, renewal, extension, or substitute therefor). (b) If an event of default occurs or the respective lease is terminated, Landlord may use, apply or retain all or any portion of the amounts received under the Letter of Credit, if any, for the payment of any rent or other charge in default or for the payment of any other sum to which Landlord may become obligated by reason of Tenant’s event of default, or to compensate Landlord for any loss or damage which Landlord may suffer thereby in accordance with the Tenant default provisions of the respective lease. Neither the Letter of Credit nor the amounts received under the Letter of Credit shall be deemed a security deposit under the respective lease. E. Landlord shall make the Expansion Premises freely and exclusively available to Tenant on or before April 1, 2007 for purposes of Tenant completing alterations. Landlord acknowledges that Tenant may alter the Expansion Premises to accommodate biology and pharmacology activities, and Landlord does not object to alteration of the Expansion Premises to accommodate such activities. During the period from the date Landlord makes the Expansion Premises available until January 1, 2008, Tenant shall have a right to occupy the Premises solely for the purposes of First Offer for available contiguous office space on completing such alterations in accordance with the mezzanine and fourth floors (the "EXPANSION SPACE"), at the then market Rent with a minimum term of five (5) years; this right of First Offer is subject and subordinate to any similar prior rights which existing Tenants may have. It is understood and agreed that any expansion space may be offered to Tenant pursuant to this clause well before said space is actually vacated, and that any expansion space may be offered to Tenant pursuant to this clause at any appropriate time, including for example, when a Tenant notifies Landlord of its intention to vacate from potential expansion space, or prior to the time when a Lease is scheduled to terminate, or at any time when the Landlord would normally seek to offer for rent such space. (i) prior to offering all or any portion terms of the Expansion Space Lease and such occupancy shall be subject to others, except to any existing tenants with prior rights at the Building, Landlord shall notify Tenant in writing all terms and provisions of the specific space being offered and Lease except for the payment of Base Rent, additional rent and other terms on which it monies. F. Unless expressly waived by Landlord, Tenant’s right to exercise the Expansion Option is being offered. Tenant shall have fifteen (15) days from receipt conditioned on: no event of Landlord's notice to accept default existing under this Lease or under the space being offered 2600 Lease at the time of exercise or as of date the Expansion Premises is delivered by providing written notice of such acceptance to Landlord. (ii) For a period of fifteen (15) days after receipt of any such notice from Landlord pursuant to this SECTION 38.2, Tenant shall have the right to lease the Expansion Space from Landlord upon the terms and conditions set forth in such offer, and otherwise on the terms and conditions set forth herein. The terms and conditions of the Lease for the Expansion Space, shall generally be the same as for the initial Term. In the event Tenant agrees to lease the Expansion Space within such fifteen (15) day period, Landlord and Tenant shall promptly execute an amendment to the Lease, or new lease, indicating the location and configuration of the Expansion Space and stating the rent and other terms therefore. (iii) If during or upon the expiration of such fifteen (15) day period, Tenant fails or declines to exercise its right to lease the Expansion Space then Tenant's option to exercise this option with respect to such Expansion Space shall cease and expire and be of no further force or effect until such time as the Expansion Space is again vacated by the tenant of such space or otherwise becomes available as provided below. The Basic Rent for any said expansion space shall be the then current fair market annual rent for 5 year leases of comparable Premises in the Fort Point Channel area of the City of Boston commencing on the date such expansion term is anticipated to begin, as reasonably and in good faith determined by Landlord and in consultation with Lessee. Further, it is the intention of the parties that the rent for the said term (5 years or otherwise) shall reflect the fair market rent during such period. In determining fair market rent, Lessor and Lessee shall consider, among other things, operating expenses for commercial office properties in the Fort Point Channel area of Boston, the inflation CPI, location of the Building and of the Premises within the Building, and building amenities 29 and condition, on-site parking and public transportation. If Tenant disagrees with Landlord's determination of fair market annual rent for such Expansion Term, Tenant shall notify Landlord of Tenant's objection to said amount by written notice within twenty (20) days from the receipt of Landlord's Notice. If Tenant so notifies Landlord, then the amount of the Basic Rent for such Expansion Term shall be decided by two reputable appraisers with the MAl (Member Appraisal Institute) designation from the American Institute of Real Estate Appraisers and each with at least ten (10) years of experience in appraising commercial office space in the Fort Point Channel of downtown Boston comparable to the Premises, one selected by Landlord and one selected by Tenant, based on the then fair market annual rent for leases of comparable lengths as are contemplated for the expansion area lease of comparable Premises in the Fort Point Channel area of the City of Boston commencing on the date such lease would commence. In determining fair market rent, Landlord and the appraiser(s) shall consider, among other things, operating expenses for commercial office properties in the Fort Point Channel area of the City of Boston, the inflation CPI, location of the Building and of the Premises within the Building, and building amenities and condition, on-site parking and public transportation. Landlord and Tenant shall each notify the other of its chosen appraiser within ten (10) days of Landlord's receipt of Tenant's objection notice. Unless the appraisers shall have reached a decision within ten (10) days after their selection, they shall select an impartial third MAl appraiser qualified as above within another ten (10) days. The three appraisers shall render their decision within ten (10) days following the selection of the third appraiser and shall notify Landlord and Tenant thereof. The unanimous written decision of the two first chosen (without selection and participation of a third appraiser), or otherwise the written decision of a majority of the three appraisers chosen as herein provided shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each pay their own appraisers and, if a third appraiser is needed as above, shall share his or her cost.

Expansion Option. Provided that no Tenant is not then in default has occurred of any of the provisions of this Lease and is continuing under the Lease at the time still in occupancy of the exercise Premises, and subject to the expansion rights or rights of first refusal of existing tenants in effect on the Commencement Date, the Landlord shall offer first to the Tenant the right to lease adjacent space to the Premises on the second floor of the following Expansion Option, Tenant shall have a right of First Offer for Building or space that becomes available contiguous office space on the mezzanine and fourth floors (first floor of the "EXPANSION SPACE"), Building at the then market Rent with a minimum term of five (5) years; this right of First Offer is subject and subordinate to any similar prior rights which existing Tenants may havelease rate for the Crown Center complex. It is understood and agreed that any expansion space may be offered to Tenant pursuant to this clause well before said space is actually vacated, and that any expansion space may be offered to Tenant pursuant to this clause at any appropriate time, including for example, when a Tenant notifies Landlord of its intention to vacate from potential expansion space, or prior to the time when a Lease is scheduled to terminate, or at any time when the Landlord would normally seek to offer for rent such space. (i) prior to offering all or any portion of the Expansion Space to others, except to any existing tenants with prior rights at the Building, Landlord shall notify Tenant in writing when any adjacent space to the Premises on the second floor or space on the first floor of the specific space being offered Building becomes available, and the rent and other terms on which it is being offered. Tenant shall have fifteen ten (15) days from receipt of Landlord's notice to accept the space being offered by providing written notice of such acceptance to Landlord. (ii) For a period of fifteen (1510) days after receipt of any such the Landlord's written notice from Landlord pursuant to this SECTION 38.2, Tenant shall have the right to lease the Expansion Space from Landlord upon the terms and conditions set forth in such offer, and otherwise on the terms and conditions set forth herein. The terms and conditions of the Lease for the Expansion Space, shall generally be the same as for the initial Term. In the event Tenant agrees to lease the Expansion Space within such fifteen (15) day period, Landlord and Tenant shall promptly execute an amendment respond to the Lease, or new lease, indicating the location and configuration Landlord of the Expansion Space and stating the rent and other terms therefore. (iii) If during or upon the expiration of such fifteen (15) day period, Tenant fails or declines Tenant's intent to exercise its right to lease any such space. If Tenant so notified Landlord, the Expansion Space then parties shall enter into a new lease for such expansion space within thirty (30) days of the Tenant's option receipt from the Landlord of a proposed lease, or amend this Lease to exercise include the expansion space and other applicable rental terms within thirty (30) days of Tenant's receipt from Landlord of a proposed amendment. If Tenant fails to respond to the Landlord within such ten (10) day period, or if a lease (or an amendment to this option Lease) is not entered into within such thirty (30) day period, then the Tenant's first right of refusal shall expire with respect to such Expansion Space shall cease and expire and be of no further force or effect until such time as space. If Tenant does not exercise its right to lease adjacent space to the Expansion Space is again vacated by the tenant of such space or otherwise becomes available as provided below. The Basic Rent for any said expansion space shall be the then current fair market annual rent for 5 year leases of comparable Premises in the Fort Point Channel area of the City of Boston commencing on the date such expansion term is anticipated to begin, as reasonably and in good faith determined by Landlord and in consultation with Lessee. Further, it is the intention of the parties that the rent for the said term (5 years or otherwise) shall reflect the fair market rent during such period. In determining fair market rent, Lessor and Lessee shall consider, among other things, operating expenses for commercial office properties in the Fort Point Channel area of Boston, the inflation CPI, location second floor of the Building and or space that becomes available on the first floor of the Premises within Building pursuant to the Buildingimmediately preceding paragraph, and building amenities 29 and conditionLandlord subsequently offers to lease such space to another party at a net effective rent that is less than the net effective rent initially offered to Tenant, on-site parking and public transportationLandlord shall offer to Tenant a right of first refusal to lease such space at the same net effective rent as is being offered to such other party. If Tenant disagrees with shall have 72 hours after receipt of the Landlord's determination of fair market annual rent for such Expansion Term, Tenant shall notify offer to respond to the Landlord of Tenant's objection intent to said amount by written notice within twenty (20) days from the receipt of Landlord's Noticeexercise its right to lease such space at such base rent. If Tenant so notifies Landlord, then the amount of the Basic Rent parties shall enter into a new lease for such Expansion Term shall be decided by two reputable appraisers with the MAl expansion space within thirty (Member Appraisal Institute) designation from the American Institute of Real Estate Appraisers and each with at least ten (10) years of experience in appraising commercial office space in the Fort Point Channel of downtown Boston comparable to the Premises, one selected by Landlord and one selected by Tenant, based on the then fair market annual rent for leases of comparable lengths as are contemplated for the expansion area lease of comparable Premises in the Fort Point Channel area of the City of Boston commencing on the date such lease would commence. In determining fair market rent, Landlord and the appraiser(s) shall consider, among other things, operating expenses for commercial office properties in the Fort Point Channel area of the City of Boston, the inflation CPI, location of the Building and of the Premises within the Building, and building amenities and condition, on-site parking and public transportation. Landlord and Tenant shall each notify the other of its chosen appraiser within ten (1030) days of Landlordthe Tenant's receipt from the Landlord of a proposed lease, or amend this Lease to include the expansion space and other applicable rental terms within thirty (30) days of Tenant's objection notice. Unless the appraisers shall have reached a decision within ten (10) days after their selection, they shall select an impartial third MAl appraiser qualified as above within another ten (10) days. The three appraisers shall render their decision within ten (10) days following the selection of the third appraiser and shall notify receipt from Landlord and Tenant thereof. The unanimous written decision of the two first chosen (without selection and participation of a third appraiser)proposed amendment. If Tenant fails to respond to the Landlord within such 72 hour period, or otherwise the written decision of a majority of the three appraisers chosen as herein provided shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each pay their own appraisers and, if a third appraiser lease (or an amendment to this Lease) is needed as abovenot entered into within such thirty (30) day period, then the Tenant's right of refusal shall share his or her costexpire with respect to such space.

Expansion Option. Provided that no default has occurred and is continuing Landlord holds development rights under the Lease at the time of the exercise of the following Expansion OptionSpecial Permit for an additional building as shown on Exhibit 25.01, Tenant shall have a right of First Offer for available contiguous office space on the mezzanine and fourth floors attached (the "EXPANSION SPACE"“Proposed Additional Building”). Landlord acknowledges that Landlord shall not, at prior to the then market Rent with a minimum term of five Outside Expansion Request date (5as hereinafter defined) years; this right of First Offer is subject and subordinate to build the Proposed Additional Building and/or any similar prior rights which existing Tenants may have. It is understood and agreed that any expansion space may be offered to related parking facilities, except as requested by Tenant pursuant to this clause well before said space is actually vacatedSection 25.01. Tenant acknowledges that Landlord, and that any expansion space may be offered to Tenant pursuant to this clause at any appropriate timeSection 20.11, including for examplehas the right to build the Proposed Additional Building and related parking facilities, when a Tenant notifies Landlord of its intention to vacate from potential expansion space, or prior subject to the time when a Lease is scheduled to terminate, or at any time when the Landlord would normally seek to offer for rent such space. (i) prior to offering all or any portion of the Expansion Space to others, except to any existing tenants with prior rights at the Building, Landlord shall notify Tenant in writing of the specific space being offered and the rent and other terms on which it is being offeredimmediately preceding sentence. Tenant shall have fifteen the right, prior to the third anniversary of the Effective Date (15the “Outside Expansion Request Date”) days from receipt to request that Landlord pursue the development of Landlord's notice to accept the space being offered Proposed Additional Building by providing written notice (an “Expansion Notice”) to Landlord. Following the giving of such acceptance to Landlord. (ii) For a period of fifteen (15) days after receipt of any such notice from Landlord pursuant to this SECTION 38.2, Tenant shall have the right to lease the Expansion Space from Landlord upon the terms and conditions set forth in such offer, and otherwise on the terms and conditions set forth herein. The terms and conditions of the Lease for the Expansion Space, shall generally be the same as for the initial Term. In the event Tenant agrees to lease the Expansion Space within such fifteen (15) day periodwritten notice, Landlord and Tenant shall promptly execute an amendment cooperate in good faith to agree upon a schedule and budget for any such development, which shall include a pre-development phase for any additional required permitting. Any such expansion shall be conditioned upon (i) the parties entering into a mutually agreeable lease agreement at market rent (taking into account the financing available in the market, and allowing a market return to Landlord on its costs to construct the Proposed Additional Building, associated parking garage, site work, any offsite replacement parking or related improvements required to comply with applicable laws, codes and ordinances (including but not limited to the LeasePedestrian Bridge, but nothing in this sentence shall be deemed to make Tenant responsible for the cost to construct the Pedestrian Bridge if Tenant does not enter into a lease for the Proposed Additional Building pursuant to this Section 25.01), and for a term that is co-terminus with the term of this Lease but no less than 12 years (without use of extension options; however, in connection with a lease of the Proposed Additional Building, Tenant shall be granted the option to exercise an additional interim right to extend the term of this Lease by up to two years to make this Lease co-terminus with such Proposed Additional Building lease, such interim extension to be on the terms of this Lease with Annual Base Rent increasing in the same manner during such period as Annual Base Rent increases during the initial term of this Lease and to be exercised, if at all, by notice to Landlord given with the Expansion Notice) and (ii) Landlord's ability to obtain the necessary additional permits for such expansion, if any (using good faith, commercially reasonable efforts to do so). Tenant shall have no right to give an Expansion Notice under this section at any time that (A) an Event of Default then exists, (B) Tenant ceases to occupy at least 66% of the Premises, or new lease(C) Tenant and Guarantor (collectively) have a market capitalization, indicating gross annual revenues (for the location and configuration 12 month period prior to the giving of the Expansion Space Notice), and stating the rent and other terms therefore. liquidity (iiidetermined in each case in accordance with generally accepted accounting principles, consistently applied) If during or upon the expiration of such fifteen (15) day period, Tenant fails or declines to exercise its right to lease the Expansion Space then Tenant's option to exercise this option with respect to such Expansion Space shall cease and expire and be of no further force or effect until such time as the Expansion Space is again vacated by the tenant of such space or otherwise becomes available as provided below. The Basic Rent for any said expansion space shall be the then current fair market annual rent for 5 year leases of comparable Premises in the Fort Point Channel area that are less than 75% of the City market capitalization, gross annual revenues, and liquidity of Boston commencing on Tenant and Guarantor (collectively) as of the date such expansion term is anticipated to beginEffective Date, as reasonably and in good faith determined by evidenced to Landlord. For the avoidance of doubt, the 75% or greater test for purposes of clause (C) of the immediately preceding sentence must be satisfied for all three of the financial metrics for such test to be satisfied. Following the date, if any, that Tenant timely gives an Expansion Notice, Landlord and in consultation with Lesseemay assign its obligations under this Section 25.01 to a separate entity that holds only the development rights for the Proposed Additional Building for purposes of separately financing the Proposed Additional Building. Further, it Prior to the date that is the intention first to occur of the parties Outside Expansion Request Date or the date that Tenant timely gives an Expansion Notice, Landlord shall not assign or convey the rent for the said term (5 years or otherwise) shall reflect the fair market rent during such period. In determining fair market rent, Lessor and Lessee shall consider, among other things, operating expenses for commercial office properties in the Fort Point Channel area of Boston, the inflation CPI, location of the Building and of the Premises within the Building, and building amenities 29 and condition, on-site parking and public transportation. If Tenant disagrees with Landlord's determination of fair market annual rent for such Expansion Term, Tenant shall notify Landlord of Tenant's objection to said amount by written notice within twenty (20) days from the receipt of Landlord's Notice. If Tenant so notifies Landlord, then the amount of the Basic Rent for such Expansion Term shall be decided by two reputable appraisers with the MAl (Member Appraisal Institute) designation from the American Institute of Real Estate Appraisers and each with at least ten (10) years of experience in appraising commercial office space in the Fort Point Channel of downtown Boston comparable development rights to the Premises, one selected by Landlord and one selected by Tenant, based on the then fair market annual rent for leases Proposed Additional Building (other than an in connection with an assignment or conveyance of comparable lengths as are contemplated for the expansion area lease of comparable Premises in the Fort Point Channel area of the City of Boston commencing on the date such lease would commence. In determining fair market rent, Landlord and the appraiser(s) shall consider, among other things, operating expenses for commercial office properties in the Fort Point Channel area of the City of Boston, the inflation CPI, location of the Building and of the Premises within the Building, and building amenities and condition, on-site parking and public transportation. Landlord and Tenant shall each notify the other of its chosen appraiser within ten (10) days of this Lease to a successor Landlord's receipt of Tenant's objection notice. Unless the appraisers shall have reached a decision within ten (10) days after their selection, they shall select an impartial third MAl appraiser qualified as above within another ten (10) days). The three appraisers shall render their decision within ten (10) days following provisions of this Section 25.01 are personal to the selection Tenant or any Permitted Transferee succeeding to the interest of the third appraiser and shall notify Landlord and Tenant thereof. The unanimous written decision in this Lease by assignment or operation of the two first chosen (without selection and participation of a third appraiser), or otherwise the written decision of a majority of the three appraisers chosen as herein provided shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each pay their own appraisers and, if a third appraiser is needed as above, shall share his or her costlaw.

Expansion Option. Provided that no default has occurred Tenant shall have the option at any time during the Term to cause Landlord to expand the original Premises (Building A) to approximately 80,000 rentable square feet and is continuing under lease the expansion space (the "Building A Expansion Space") to Tenant, subject to all of the terms and conditions of this Section 9. A. The following are the conditions precedent to Tenant's right to exercise its Building A Expansion Option: (i) Tenant must deliver to Landlord written notice exercising its right to Lease the Building A Expansion Space; (ii) Tenant, at the time of the exercise of the following Expansion Optionsuch notice, Tenant shall have a right of First Offer for available contiguous office space on the mezzanine must not be in monetary default (beyond any applicable notice and fourth floors cure period in this Lease) or default described in Section 26(a)(iv); and (the "EXPANSION SPACE")iii) Tenant, at the then market Rent with a minimum term time of five (5) years; this right such notice, must be leasing all or substantially all of First Offer is subject and subordinate to any similar prior rights which existing Tenants may have. It is understood and agreed that any expansion space may be offered to Tenant pursuant to this clause well before said space is actually vacatedBuilding A, and that Tenant must not be planning to vacate, assign or sublet any expansion of the space may be offered to Tenant pursuant to this clause in Building A at any appropriate time, including for example, when a Tenant notifies Landlord of its intention to vacate from potential expansion space, or prior to the time when a Lease is scheduled to terminate, or at any time when Tenant expands into the Landlord would normally seek to offer for rent such spaceBuilding A Expansion Space. (i) prior to offering all or any portion of B. If Tenant properly exercises the Building A Expansion Space to others, except to any existing tenants with prior rights at the Building, Landlord shall notify Tenant in writing of the specific space being offered and the rent and other terms on which it is being offered. Tenant shall have fifteen (15) days from receipt of Landlord's notice to accept the space being offered by providing written notice of such acceptance to Landlord. (ii) For a period of fifteen (15) days after receipt of any such notice from Landlord pursuant to this SECTION 38.2, Tenant shall have the right to lease the Expansion Space from Landlord upon the terms and conditions set forth in such offer, and otherwise on the terms and conditions set forth herein. The terms and conditions of the Lease for the Expansion Space, shall generally be the same Option as for the initial Term. In the event Tenant agrees to lease the Expansion Space within such fifteen (15) day periodprovided above, Landlord and Tenant shall promptly execute an enter into a lease or amendment to this Lease with respect to the Lease, or new lease, indicating Building A Expansion Space containing the location and configuration of following terms: (i) Landlord will be obligated to construct the Building A Expansion Space and stating the rent requisite parking and other terms thereforerelated site improvements, if any, within 9 months of the date such lease or amendment to lease is entered into by Landlord and Tenant, subject only to delays outside of the reasonable control of Landlord. The design, exterior materials and quality of the Building A Expansion Space shall be consistent with the remainder of the Building A base building so as to keep the relative cost (adjusted for changes in the costs of labor and materials) per rentable square foot of the Building A Expansion Space comparable to that of the remainder of Building A. (ii) The term of the lease for the Building A Expansion Space shall commence upon the substantial completion of Landlord's construction of the Building A Expansion Space (the "Building A Expansion Space Commencement Date"), and shall expire upon the expiration or termination of the Term of this Lease; provided, however, that if less than 5 years remains on the Term of this Lease (including any extension options exercised by Tenant as of the Building A Expansion Space Commencement Date), then the Term of this Lease (Section 36 [Tenant's Option to Terminate] notwithstanding) shall be extended so that this Lease and the lease of the Building A Expansion Space shall expire on the fifth anniversary of the Building A Expansion Space Commencement Date or such other date as to which Landlord and Tenant may mutually agree. If the Term is so extended, any unexercised and unexpired options to extend the Term under Section 31 of the Lease shall be pushed out so that the full extension term, if exercised, would commence as of the expiration of the Term or extended Term, as the case may be, as extended pursuant to this subsection (b). If such extension term, as pushed back, goes beyond lease year 19, Minimum Annual Rent for subsequent lease years shall continue to increase at 2% per annum. For example, if Tenant entered into a five-year lease for the Building A Expansion Space commencing at the beginning of year eight of the ten-year initial Term of this Lease, the Term of this Lease would be extended through year twelve, and the first three-year extension term would commence, if exercised, at the beginning of year thirteen (and the scheduled rental rates per rentable square foot under Section 31 for years 13 through 15 would apply to the first extension term with respect to the original Premises). (iii) If during or upon The Annual Minimum Rent for the expiration of such fifteen (15) day period, Tenant fails or declines to exercise its right to lease the Building A Expansion Space then Tenant's option for the first lease year shall be an amount equal to exercise this option with respect to such the product of (i) the "Building A Expansion Costs" (as defined below), multiplied by (ii) the "Finance Rate" (as defined below). The Annual Minimum Rent for the Building A Expansion Space for each lease year subsequent to the first lease year shall cease and expire and be an amount equal to 102% of no further force or effect until such time as the Expansion Space is again vacated by the tenant of such space or otherwise becomes available as provided below. The Basic scheduled Annual Minimum Rent for any said expansion space shall be the then current fair market annual rent for 5 year leases of comparable Premises in the Fort Point Channel area of the City of Boston commencing on the date such expansion term is anticipated to begin, as reasonably and in good faith determined by Landlord and in consultation with Lessee. Further, it is the intention of the parties that the rent for the said term (5 years or otherwise) shall reflect the fair market rent during such period. In determining fair market rent, Lessor and Lessee shall consider, among other things, operating expenses for commercial office properties in the Fort Point Channel area of Boston, the inflation CPI, location of the Building and of the Premises within the Building, and building amenities 29 and condition, on-site parking and public transportation. If Tenant disagrees with Landlord's determination of fair market annual rent for such Expansion Term, Tenant shall notify Landlord of Tenant's objection to said amount by written notice within twenty (20) days from the receipt of Landlord's Notice. If Tenant so notifies Landlord, then the amount of the Basic Rent for such Expansion Term shall be decided by two reputable appraisers with the MAl (Member Appraisal Institute) designation from the American Institute of Real Estate Appraisers and each with at least ten (10) years of experience in appraising commercial office space in the Fort Point Channel of downtown Boston comparable to the Premises, one selected by Landlord and one selected by Tenant, based on the then fair market annual rent for leases of comparable lengths as are contemplated for the expansion area immediately preceding lease of comparable Premises in the Fort Point Channel area of the City of Boston commencing on the date such lease would commence. In determining fair market rent, Landlord and the appraiser(s) shall consider, among other things, operating expenses for commercial office properties in the Fort Point Channel area of the City of Boston, the inflation CPI, location of the Building and of the Premises within the Building, and building amenities and condition, on-site parking and public transportation. Landlord and Tenant shall each notify the other of its chosen appraiser within ten (10) days of Landlord's receipt of Tenant's objection notice. Unless the appraisers shall have reached a decision within ten (10) days after their selection, they shall select an impartial third MAl appraiser qualified as above within another ten (10) days. The three appraisers shall render their decision within ten (10) days following the selection of the third appraiser and shall notify Landlord and Tenant thereof. The unanimous written decision of the two first chosen (without selection and participation of a third appraiser), or otherwise the written decision of a majority of the three appraisers chosen as herein provided shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each pay their own appraisers and, if a third appraiser is needed as above, shall share his or her costyear.

Expansion Option. Provided that no default has occurred Subject to the provisions of this Section 2, and provided an Event of Default is continuing under the Lease at the time of the exercise of the following Expansion Optionnot in existence, Tenant shall have an option to expand the Premises to include Available Expansion Space (the “Expansion Option”). If Tenant desires to so expand the Premises, Tenant shall give Landlord a right Notice (the “Expansion Notice”), which Expansion Notice shall set forth the number of First Offer usable square feet Tenant desires to add to the Premises. Within 30 days after Landlord’s receipt of the Expansion Notice, Landlord shall determine if there is Available Space for available contiguous office lease located on (i) the first floor of the Building (including any Tenant occupied Temporary Expansion Space), (ii) multi-tenant floors of the Building, or (iii) the second floor of the Building ((i), (ii) and (iii) are collectively referred to as the “Available Expansion Space”) and deliver Notice (“Available Expansion Space Notice”) to Tenant describing the Available Expansion Space, if any. Tenant acknowledges and agrees that (i) in connection with Landlord’s determination of Available Expansion Space, priority will be given to, and Tenant shall be required to lease the Available Expansion Space, if at all, in the following sequence: (a) Available Expansion Space located on the first floor of the Building (including any Tenant-occupied Temporary Expansion Space), (b) Available Expansion Space located on multi-tenant floors of the Building, and (c) Available Expansion Space located on the second floor of the Building, (ii) Tenant will be required to convert any Temporary Expansion Space it is then leasing to Available Expansion Space before leasing any other Available Expansion Space, and (iii) Landlord shall have the right, in its sole discretion, to remove the space on the mezzanine and fourth floors second floor of the Building from the Available Expansion Space. If Tenant wishes to exercise its Expansion Option with respect to the Available Expansion Space described in the Available Expansion Space Notice, then within 10 business days after Landlord’s delivery of the Available Expansion Space Notice to Tenant, Tenant shall deliver Notice (the "EXPANSION SPACE"), at the then market Rent with a minimum term “Exercise Notice”) to Landlord of five (5) years; this right Tenant’s exercise of First Offer is subject and subordinate to any similar prior rights which existing Tenants may haveExpansion Option. It is understood and agreed that any expansion space may Available Expansion Space shall be offered leased to Tenant in its then-current “As-Is” condition and upon economic terms and conditions that are consistent with the economic terms and conditions applicable to the initial Premises, including monthly Base Rent charged per rentable square foot escalated at a rate of 3% per annum, and Additional Rent pursuant to this clause well before said space is actually vacatedArticle 2 of the Lease. If Tenant does not give the Exercise Notice to Landlord within 10 business days after Landlord’s delivery of the Available Expansion Space Notice to Tenant, then Landlord shall be free to negotiate and that any expansion space may be offered enter into a lease for the Available Expansion Space or applicable portion thereof to anyone to whom Landlord desires and Tenant pursuant to this clause at any appropriate time, including for example, when a Tenant notifies Landlord of its intention to vacate from potential expansion space, or prior shall have no further right hereunder with respect to the time when a subject Available Expansion Space. If Tenant gives Landlord an Exercise Notice, Landlord and Tenant shall then promptly amend the Lease is scheduled to terminate, or at any time when the Landlord would normally seek to offer for rent add such space. (i) prior to offering all or any portion of the Available Expansion Space to others, except to any existing tenants with prior rights at the Building, Landlord shall notify Tenant in writing of the specific space being offered and the rent and other terms on which it is being offered. Tenant shall have fifteen (15) days from receipt of Landlord's notice to accept the space being offered by providing written notice of such acceptance to Landlord. (ii) For a period of fifteen (15) days after receipt of any such notice from Landlord pursuant to this SECTION 38.2, Tenant shall have the right to lease the Expansion Space from Landlord upon the terms and conditions set forth in such offer, and otherwise Premises on the terms and conditions set forth hereindescribed above and to adjust Tenant’s Share. The terms Expansion Option hereunder is personal to Original Tenant, and conditions of the Lease for the Expansion Spacemay not be Transferred and may be exercised only if Original Tenant is in possession of, shall generally be the same as for the initial Term. In the event Tenant agrees to lease the Expansion Space within such fifteen (15) day periodand occupies, Landlord and Tenant shall promptly execute an amendment to the Lease, or new lease, indicating the location and configuration of the Expansion Space and stating the rent and other terms therefore. (iii) If during or upon the expiration of such fifteen (15) day period, Tenant fails or declines to exercise its right to lease the Expansion Space then Tenant's option to exercise this option with respect to such Expansion Space shall cease and expire and be of no further force or effect until such time as the Expansion Space is again vacated by the tenant of such space or otherwise becomes available as provided below. The Basic Rent for any said expansion space shall be the then current fair market annual rent for 5 year leases of comparable Premises in the Fort Point Channel area of the City of Boston commencing at least 37,930 rentable square feet on the date such expansion term is anticipated to begin, as reasonably and in good faith determined by Landlord and in consultation with Lessee. Further, it is the intention of the parties that the rent for the said term (5 years or otherwise) shall reflect the fair market rent during such period. In determining fair market rent, Lessor and Lessee shall consider, among other things, operating expenses for commercial office properties in the Fort Point Channel area of Boston, the inflation CPI, location first floor of the Building and without sublease or assignment to any other person or entity. The Expansion Option shall be subordinate to the rights granted to other tenants prior to the full execution of the Premises within the Building, and building amenities 29 and condition, on-site parking and public transportationLease. If Tenant disagrees with Landlord's determination of fair market annual rent for such Expansion Term, Tenant shall notify Landlord of Tenant's objection to said amount by written notice within twenty (20) days from the receipt of Landlord's Notice. If Tenant so notifies Landlord, then the amount of the Basic Rent for such Expansion Term shall be decided by two reputable appraisers with the MAl (Member Appraisal Institute) designation from the American Institute of Real Estate Appraisers and each with at least ten (10) years of experience in appraising commercial office space in the Fort Point Channel of downtown Boston comparable to the Premises, one selected by Landlord and one selected by Tenant, based on the then fair market annual rent for leases of comparable lengths as are contemplated for the expansion area lease of comparable Premises in the Fort Point Channel area of the City of Boston commencing on the date such lease would commence. In determining fair market rent, Landlord and the appraiser(s) shall consider, among other things, operating expenses for commercial office properties in the Fort Point Channel area of the City of Boston, the inflation CPI, location of the Building and of the Premises within the Building, and building amenities and condition, on-site parking and public transportation. Landlord and Tenant shall each notify the other of its chosen appraiser within ten (10) days of Landlord's receipt of Tenant's objection notice. Unless the appraisers shall have reached a decision within ten (10) days after their selection, they shall select an impartial third MAl appraiser qualified as above within another ten (10) days. The three appraisers shall render their decision within ten (10) days following the selection of the third appraiser and shall notify Landlord and Tenant thereof. The unanimous written decision of the two first chosen (without selection and participation of a third appraiser), or otherwise the written decision of a majority of the three appraisers chosen as herein provided shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each pay their own appraisers and, if a third appraiser is needed as above, shall share his or her cost.Addendum Empire CenterPoint.360

Expansion Option. Provided Upon Tenant’s notification to Landlord of Tenant’s desire to expand, Landlord will provide Tenant a list of available qualifying spaces (“Additional Space”) in the Building. Attached to such list provided by Landlord shall be a notice which advises Tenant of Landlord’s terms for leasing the Additional Space to Tenant, shall describe the amount and location of the space that no default has occurred is available (and is continuing under attach a floor plan showing the location of such space within the Building), shall state the rental rate for the space, shall state the date on which the space will be available and the term of the proposed lease, and shall set forth any tenant finish allowance or other special conditions, concessions or provisions pursuant to which Landlord intends to lease the Additional Space. Tenant’s request and Landlord’s subsequent offer, if any, shall be subject to the following terms and conditions: a. The rental rate for the Additional Space will be at fair market value. b. The term of the lease for the Additional Space will be at least three years or conterminous with the expiration of the Lease whichever is longer. c. Any space included on the list must not be subject to a First Right of Vacancy or First Right of Refusal by any other tenant. d. Any space included on the list may not be new construction, but rather, existing space in the Building. e. Tenant’s rights under this section shall not prevent Landlord from negotiating with, or executing leases with, other prospective tenants for any of the spaces on the list. f. Landlord must have a controlling interest in the above referenced properties at the time of the exercise of the following Expansion Option, Tenant’s notification. g. Tenant shall have a right be fully responsible for all remaining obligations under this Lease and Landlord will not be deemed in default of First Offer for available contiguous office space on any terms of this Lease in the mezzanine and fourth floors (the "EXPANSION SPACE"), at the then market Rent with a minimum term of five (5) years; this right of First Offer is subject and subordinate to any similar prior rights which existing Tenants may have. It is understood and agreed that any expansion space may be offered to Tenant pursuant to this clause well before said space is actually vacated, and that any expansion space may be offered to Tenant pursuant to this clause at any appropriate time, including for example, when a event Tenant notifies Landlord of its intention desire to vacate from potential expansion space, or prior to the time when a Lease expand and no Additional Space is scheduled to terminate, or at any time when the Landlord would normally seek to offer for rent such space. (i) prior to offering all or any portion of the Expansion Space to others, except to any existing tenants with prior rights at then available in the Building, . If Tenant delivers to Landlord shall notify Tenant in writing of the specific space being offered and the rent and other terms on which it is being offered. Tenant shall have fifteen (15) days from receipt of Landlord's notice to accept the space being offered by providing written notice of such acceptance Tenant’s desire to Landlord. lease the Additional Space on said terms and conditions within five (ii) For a period of fifteen (155) days after following receipt of such notice, such Additional Space shall be leased to Tenant on the same terms and conditions as set forth in this Lease (subject only to modification to reflect the terms specifically set forth in the notice of offer). If Tenant declines or fails to exercise such right as provided herein, or Tenant fails to execute the lease or amendment presented by Landlord (or fails to meet any such notice from Landlord pursuant to other conditions of this SECTION 38.2Section), Tenant shall have the Tenant’s right to lease the Expansion Additional Space from Landlord upon shall be null and void. If Tenant exercises its right to accept the Additional Space, the lease of such Additional Space shall, at Landlord’s election, be evidenced by a new lease incorporating the appropriate terms and conditions, or by amendment of this Lease, incorporating the appropriate terms and conditions, or by memorandum of lease setting forth the terms of the notice of offer and otherwise incorporating the terms and conditions set forth in of this Lease. Any such offer, document may be attached to Landlord’s written notice and otherwise on the terms must be executed by Tenant and conditions set forth herein. The terms and conditions returned to Landlord within five (5) days following receipt of the Lease for the Expansion Space, shall generally be the same as for the initial Termsuch notice by Tenant. In the no event Tenant agrees shall Landlord be required to lease the Expansion Additional Space within such fifteen (15) day periodto Tenant if this Lease is not then in full force and effect, Landlord and or if Tenant shall promptly execute an amendment to is in default under the terms of this Lease, or new lease, indicating either at the location and configuration time of exercise of the Expansion Space and stating right or at the rent and other terms therefore. (iii) If during or upon the expiration time of such fifteen (15) day period, Tenant fails or declines to exercise its right to lease the Expansion Space then Tenant's option to exercise this option with respect to such Expansion Space shall cease and expire and be of no further force or effect until such time as the Expansion Space is again vacated by the tenant of such space or otherwise becomes available as provided below. The Basic Rent for any said expansion space shall be the then current fair market annual rent for 5 year leases of comparable Premises in the Fort Point Channel area commencement of the City lease of Boston commencing on the date Additional Space. Additionally, Tenant’s rights under this section are expressly conditioned upon Landlord’s review and approval of Tenant’s most recent financial statement, provided, however, that such expansion term is anticipated to begin, as reasonably and in good faith determined approval by Landlord and in consultation with Lessee. Further, it is the intention of the parties that the rent for the said term (5 years or otherwise) shall reflect the fair market rent during such period. In determining fair market rent, Lessor and Lessee shall consider, among other things, operating expenses for commercial office properties in the Fort Point Channel area of Boston, the inflation CPI, location of the Building and of the Premises within the Building, and building amenities 29 and condition, on-site parking and public transportation. If Tenant disagrees with Landlord's determination of fair market annual rent for such Expansion Term, Tenant shall notify Landlord of Tenant's objection to said amount by written notice within twenty (20) days from the receipt of Landlord's Notice. If Tenant so notifies Landlord, then the amount of the Basic Rent for such Expansion Term shall not be decided by two reputable appraisers with the MAl (Member Appraisal Institute) designation from the American Institute of Real Estate Appraisers and each with at least ten (10) years of experience in appraising commercial office space in the Fort Point Channel of downtown Boston comparable to the Premises, one selected by Landlord and one selected by Tenant, based on the then fair market annual rent for leases of comparable lengths as are contemplated for the expansion area lease of comparable Premises in the Fort Point Channel area of the City of Boston commencing on the date such lease would commence. In determining fair market rent, Landlord and the appraiser(s) shall consider, among other things, operating expenses for commercial office properties in the Fort Point Channel area of the City of Boston, the inflation CPI, location of the Building and of the Premises within the Building, and building amenities and condition, on-site parking and public transportation. Landlord and Tenant shall each notify the other of its chosen appraiser within ten (10) days of Landlord's receipt of Tenant's objection notice. Unless the appraisers shall have reached a decision within ten (10) days after their selection, they shall select an impartial third MAl appraiser qualified as above within another ten (10) days. The three appraisers shall render their decision within ten (10) days following the selection of the third appraiser and shall notify Landlord and Tenant thereof. The unanimous written decision of the two first chosen (without selection and participation of a third appraiser), or otherwise the written decision of a majority of the three appraisers chosen as herein provided shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each pay their own appraisers and, if a third appraiser is needed as above, shall share his or her costunreasonably withheld.

Expansion Option. Provided that no default has occurred and is continuing under the Lease at the time of the exercise of the following Expansion Option, Tenant shall have a right of First Offer for available contiguous office space on the mezzanine and fourth floors one-time option (the "EXPANSION SPACE"“Expansion Option”) to request that Landlord increase the size of the Building within the first forty-eight (48) months after Lease commencement by up to thirty thousand (30,000) rentable square feet (the “Additional Premises”), at subject to Landlord and City approval, which consent by Landlord shall not be unreasonably withheld or delayed. The Additional Premises shall be a concrete tilt-up building shell comparable to the then market Rent with a minimum term shell portion of five (5) years; this right of First Offer is subject the Premises and subordinate to any similar prior rights which existing Tenants may have. It is understood and agreed that any expansion space may be offered otherwise reasonably acceptable to Tenant pursuant to this clause well before said space is actually vacated, and that any expansion space may be offered to Tenant pursuant to this clause at any appropriate time, including for example, when a (the “Additional Work”). Once Tenant notifies Landlord of its intention intent to vacate from potential expansion space, or prior to the time when a Lease is scheduled to terminate, or at any time when the Landlord would normally seek to offer for rent such space. (i) prior to offering all or any portion of exercise the Expansion Space to others, except to any existing tenants with prior rights at the Building, Landlord shall notify Tenant in writing of the specific space being offered and the rent and other terms on which it is being offered. Tenant shall have fifteen (15) days from receipt of Landlord's notice to accept the space being offered by providing written notice of such acceptance to Landlord. (ii) For a period of fifteen (15) days after receipt of any such notice from Landlord pursuant to this SECTION 38.2, Tenant shall have the right to lease the Expansion Space from Landlord upon the terms and conditions set forth in such offer, and otherwise on the terms and conditions set forth herein. The terms and conditions of the Lease for the Expansion Space, shall generally be the same as for the initial Term. In the event Tenant agrees to lease the Expansion Space within such fifteen (15) day periodOption, Landlord and Tenant shall promptly execute an amend this Lease to reflect such intent within thirty (30) business days of Landlord’s receipt of Tenant’s notice. Such amendment to shall (a) extend the Lease, or new lease, indicating Term so that the location Term Expiration Date for the Premises and configuration of the Expansion Space and stating the rent and other terms therefore. (iii) If during or upon the expiration of such fifteen (15) day period, Tenant fails or declines to exercise its right to lease the Expansion Space then Tenant's option to exercise this option with respect to such Expansion Space Additional Premises shall cease and expire and be of no further force or effect until such time as the Expansion Space is again vacated by the tenant of such space or otherwise becomes available as provided below. The Basic Rent for any said expansion space shall be the then current fair market annual rent for 5 year leases of comparable Premises in the Fort Point Channel area of the City of Boston commencing on mean the date such expansion term that is anticipated to begin, as reasonably and in good faith determined by Landlord and in consultation with Lessee. Further, it is the intention of the parties that the rent for the said term (5 years or otherwise) shall reflect the fair market rent during such period. In determining fair market rent, Lessor and Lessee shall consider, among other things, operating expenses for commercial office properties in the Fort Point Channel area of Boston, the inflation CPI, location of the Building and of the Premises within the Building, and building amenities 29 and condition, on-site parking and public transportation. If Tenant disagrees with Landlord's determination of fair market annual rent for such Expansion Term, Tenant shall notify Landlord of Tenant's objection to said amount by written notice within twenty (20) days from the receipt of Landlord's Notice. If Tenant so notifies Landlord, then the amount of the Basic Rent for such Expansion Term shall be decided by two reputable appraisers with the MAl (Member Appraisal Institute) designation from the American Institute of Real Estate Appraisers and each with at least ten (10) years after the date on which Tenant begins to pay Basic Annual Rent with respect to the Additional Premises, (b) Basic Annual Rent for the Additional Premises shall commence upon Landlord’s delivery of experience in appraising commercial office space the Additional Premises to Tenant in the Fort Point Channel required condition, including the Additional Work being substantially complete and shall be based on a ten percent (10%) return on Landlord’s total costs incurred in development of downtown Boston comparable the Additional Premises, increasing annually in accordance with Section 6 hereof, (c) require that Landlord promptly commence and diligently prosecute the completion of the Additional Work in a good and workmanlike manner using new materials of good quality and, promptly upon substantial completion thereof, deliver possession thereof to Tenant in good, broom clean condition, in compliance with all laws, and (d) decrease the parking ratio to take into account the increased size of the Premises. The total project cost of constructing the Additional Premises shall include a Fifty Dollar ($50) per square foot valuation on the Land on an F.A.R. basis, a One Hundred Twenty-Five Dollar ($125) per square foot tenant improvement allowance, and other amounts (for, by way of example and not of limitation, shell and core costs, soft costs, leasing commissions and financing costs) to be reasonably determined in good faith upon Tenant’s exercise and Landlord’s consent to the Premises, one selected by Landlord and one selected by Tenant, based on the then fair market annual rent for leases of comparable lengths as are contemplated for the expansion area lease of comparable Premises in the Fort Point Channel area exercise of the City Expansion Option. Prior to commencing construction of Boston commencing on the date such lease would commence. In determining fair market rentAdditional Work, Landlord and the appraiser(s) shall consider, among other things, operating expenses for commercial office properties in the Fort Point Channel area deliver to Tenant Landlord’s definition of the City of Bostontotal project cost. If Tenant does not agree with such definition in its sole discretion, the inflation CPI, location Tenant may withdraw its exercise of the Building and of the Premises within the BuildingExpansion Option. If Tenant so withdraws its exercise, and building amenities and condition, on-site parking and public transportation. Landlord and Tenant shall each notify the other of its chosen appraiser reimburse Landlord, within ten thirty (1030) days of Landlord's its receipt of Tenant's objection notice. Unless the appraisers shall have reached a decision within ten (10) days after their selectioninvoices therefor, they shall select an impartial third MAl appraiser qualified as above within another ten (10) days. The three appraisers shall render their decision within ten (10) days following the selection for all of the actual, reasonable, third appraiser and shall notify party, out-of-pocket expenses incurred by Landlord between the time Tenant exercised its Expansion Option and Tenant thereof. The unanimous written decision withdrew its exercise of the two first chosen (without selection and participation Expansion Option in connection with the Additional Work as a result of a third appraiser), or otherwise the written decision Tenant’s exercise of a majority of the three appraisers chosen as herein provided shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each pay their own appraisers and, if a third appraiser is needed as above, shall share his or her costsuch option.