LEASE

Exhibit 10.1

LEASE

1. PARTIES. In consideration of the covenants herein contained, Xxx X. Xxxxxxxxx, Xx., Trustee of The Xxxxxxxxx Nominee Trust u/d/t dated November 20, 1996, recorded with the Essex South Registry of Deeds, Book 13856, Page 290, having a usual place of business at 000 Xxxxxx Xxxxx Xxxx, Xxxxxx, XX 00000, hereinafter together with his successors and assigns called Lessor, which expression shall include his successors and assigns where the context so admits, does hereby lease to ABIOMED, Inc., a Delaware corporation having a usual place of business at 00 Xxxxxx Xxxx Xxxxx, Xxxxxxx, XX 00000, hereinafter together with its successors and assigns called Lessee, which expression shall include its successors and assigns where the context so admits, the Premises described below dated as of this 12th day of August, 2016. The parties further state that effective as of the date hereof, the existing lease between the parties dated February 24, 2014, as amended by the First Amendment to Lease dated April 30, 2015 and the Second Amendment to Lease effective January 1, 2016 (the “Existing Lease”), is hereby replaced in its entirety by this Lease and is therefore of no further legal force or effect.

2. PREMISES. The Lessor hereby leases to the Lessee the following described premises (the “Premises”): exclusive access to and use of 163,560 square feet of space in the building located at 00-00 Xxxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx (the “Building), and the 12.21 acres of land (the “Land”) owned by the Lessor on which the Building sits, including the sidewalks, concourses, approaches, parking areas, and all other portions of the land. The Premises are described on the survey attached hereto as Exhibit A. Lessee’s proportionate share of the Building is established as One Hundred and 00/100 Percent (100.00%) percent (the “Proportionate Share”).

The Lessee shall further have exclusive use of the parking areas located on the Land at no cost throughout the term of the Lease. Lessee may add parking spaces to and/or redesign the parking areas, entry ways and drop off areas, subject to Town of Danvers zoning and other applicable regulations, at Lessee’s expense, with the prior written consent of Lessor, which consent shall not be unreasonably conditioned, withheld or delayed.

3. TERM. The term of this Lease shall commence on August 12, 2016 (the “Commencement Date”) and terminate at 11:59 p.m. Eastern Time on August 31, 2026.

4. DELIVERY OF PREMISES. Lessee takes possession of the Premises “as is.”

5. (a) BASE RENT. Commencing on the Commencement Date, and on the first of every month thereafter, the Lessee shall pay to the Lessor the Base Rent (collectively with all Additional Rent, as defined below, and other charges the “Rent”), without set-off or deduction of any kind whatsoever, except as specifically permitted herein, prorated on a per diem basis for any partial month or year. Other charges payable by the Lessee on a monthly basis shall be similarly prorated. Base Rent shall be paid monthly, with the first month’s Base Rent (prorated on a per diem basis for any partial month) paid at the Commencement Date; provided, however, that Lessee shall be entitled to a day for day credit to be applied against the amount of such first month’s Base Rent equal to the prorated amount of any licensing fee paid by Lessee to Lessor for the corresponding month pursuant to Section 1(a) of the Access and License Agreement, dated July 6, 2016, by and between Lessor and Lessee (the “Access Agreement”). Base Rent shall be paid as follows:

(i) For the months of August, 2016, through and including August, 2017, the Base Rent for the Premises shall be One Hundred and Four Thousand Seven Hundred and Five and 83/100 ($104,705.83) Dollars per month (163,560 square feet x 7.68201272 per square foot per year ÷ 12 months).

(ii) For the months of September, 2017, through and including August, 2020, the Base Rent for the Premises shall be $112,447.50 per month (163,560 square feet x 8.25 per square foot per year ÷ 12 months).

(iii) For the months of September, 2020, through and including August, 2023, the Base Rent for the Premises shall be $115,855.00 per month (163,560 square feet x 8.50 per square foot per year ÷ 12 months).

(iv) For the months of September, 2023, through and including August, 2026, the Base Rent for the Premises shall be $122,670.00 per month (163,560 square feet x 9.00 per square foot per year ÷ 12 months).

(b) ADDITIONAL RENT. In addition to Base Rent, the Lessee shall pay, as “Additional Rent” the Lessee’s Proportionate Share of Operating Costs of the Premises for each Lease Year or portion thereof during the Term hereof. Upon receipt of a xxxx for a service or expense that is an Operating Cost, the Lessor shall forward a copy of the xxxx to the Lessee, and Lessee shall pay the Lessor the amount of such xxxx within thirty (30) days of receipt of such xxxx.

(c) DEFINITIONS. Other than in relation to the Lessee’s Option to Buy set forth in Section 35, for the purpose of this Lease, “Lease Year” shall mean any fiscal year from January 1 to December 31, except that the first Lease Year during the term of this Lease shall commence on the Commencement Date and end on the next following December 31 and the last Lease Year during the term of this Lease shall end on the date this Lease terminates (each of such first and last Lease Years are referred to in the immediately preceding paragraph (b) as a “Partial Lease Year”). “Operating Costs” shall be limited to:

(i) Insurance premiums for the Premises, including without limitation, premiums for such property and casualty insurance and liability insurance, each with such endorsements (but expressly excluding a loss of rent endorsement), as the Lessor deems reasonably necessary, but excluding any insurance premiums for insurance acquired by any other tenant located at the Property, whether or not controlled by the Lessor;

(ii) {Reserved}

(iii) {Reserved}

(iv) Real estate taxes and all other general and special taxes, including assessments for local improvements and other governmental charges which may be lawfully charged, assessed or imposed upon the Building and the Premises during any tax year during the term of this Lease, equitably adjusted in the event the term of this Lease does not coincide with the tax (collectively the “Taxes”). If some method or type of taxation or assessment shall replace in whole or in part, the current method of assessment of Taxes, or the type thereof, Lessee agrees that Lessee shall pay Lessee’s Proportionate Share of the same. The Lessee shall have the right to file on its own behalf (or, if applicable or necessary, to require the Lessor to file on behalf of Lessee) for an abatement of real estate taxes and assessments, and shall be credited with its Proportionate Share of any savings resulting therefrom, net of any reasonable expenses incurred by the Lessor in relation to the abatement application; and

(v) {Reserved}

(vi) {Reserved}

(vii) {Reserved}

(viii) {Reserved}

(ix) Taxes (other than a Federal or State net income tax) assessed on account of the rents or other charges payable by Lessee to Lessor under this Lease.

Operating Costs shall be computed on a cash basis and shall be determined in accordance with United States generally accepted accounting principles consistently applied. They may be incurred directly or by way of reimbursement. The following shall be excluded from Operating Costs:

(aa) Salaries of officers and executives of the Lessor;

(bb) Depreciation;

(cc) Expenses relating to tenants’ alterations;

(dd) Interest, principal, fees and other charges on indebtedness;

(ee) Expenses for which the Lessor, by the terms of this Lease or any other lease, makes a separate charge;

(ff) Leasing fees or commissions;

(gg) Cleaning for all leasable portions of the Premises which shall be the responsibility of the Lessee;

(hh) Expenses for repairs or other work occasioned by fire storm or other casualty to the extent covered by insurance;

(ii) Expenses incurred in leasing or procuring new occupants including but not limited to legal fees, advertising expenses or expenses of renovating space for new occupants;

(jj) Legal or other expenses incurred in enforcing the terms of any lease or other occupancy arrangement;

(kk) Principal, interest payments, fees and other charges pursuant to any mortgage or other security or financing instrument or ground rent under any lease;

(ll) Extra premiums for insurance covering the Premises or Building occasioned by the use or activities of other occupants;

(mm) Expenses incurred due to the negligence or willful misconduct of Lessor or Lessor’s agents or employees or the negligence or willful misconduct of other tenants or their agents or employees;

(nn) Costs of service related to an individual occupant of the Building or Premises or to a particular tenant to the extent those services are not generally available to all tenants;

(oo) Any costs, fees, fines or penalties, or interest thereon, incurred due to violations of any law ordinance, code, rule or regulation by Lessor or any other occupant of the Building or Premises;

(pp) Any transfer tax imposed by reason of the sale of the Building or Premises; and

(qq) Expenses for repairs or replacements for which Lessor has received reimbursement from contractors under guarantees or warranties.

All Operating Costs shall be reduced by the amount (net of collection costs) of any insurance reimbursement, discount or allowance received by the Lessor in connection with such costs or any real estate tax abatements received to the extent applicable to a Lease Year.

(d) NET LEASE. This Lease shall be deemed and construed to be a triple net lease and, except as herein otherwise expressly provided, the Lessor shall receive the Base Rent, and Additional Rent and all other

payments hereunder to be made by the Lessee free from any charges, assessments, impositions, expenses, or deductions of any and every kind or nature whatsoever, except unless otherwise herein expressly provided.

6. {Reserved}

7. UTILITIES, SNOW PLOWING AND LANDSCAPING. The Lessee shall pay for water, electricity and other utilities (whether used for furnishing heat or other purposes) that are furnished to the Premises. Lessor shall in no event be liable for failure to perform any of its obligations when prevented from doing so due to any accident, to the making of repairs, alterations or improvements, to labor difficulties, to trouble in obtaining fuel, electricity, service or supplies from the sources from which they are usually obtained for the Building, or to any other cause beyond the Lessor’s reasonable control.

The Lessee agrees at its sole cost to maintain the parking areas, walkways and driveways free of snow and ice and to maintain the quality of the landscaping in all material respects to at least the standard that existed at the commencement of this Lease.

8. USE OF THE PREMISES. The Lessee shall use the Premises for any use permitted by law including applicable zoning provisions (the “Permitted Use”). Such Permitted Use may include, but is not limited to, medical and non-medical research and development, manufacturing, sales, warehousing and related office use, and mixing, examination, manufacturing, development and/or research of chemicals and/or biological materials.

Lessee further agrees to conform to the following provisions during the entire term of this Lease:

(a) Lessee will not place on the exterior of exterior walls (including both interior and exterior surfaces of windows and doors) or on any part of the Building outside the Premises, any signs, symbols, advertisement or the like visible to public view outside of the Premises without the prior consent of Lessor, which consent shall not be unreasonably withheld. Without limitations, lettering on windows is expressly prohibited. Notwithstanding the preceding provisions, but subject to Town of Danvers zoning and other applicable regulations, it is understood and agreed that the Lessee has the Lessor’s permission, at Lessee’s expense, (a) to attach an ABIOMED sign to the face of the Premises of at least the same size as is presently attached to 00 Xxxxxx Xxxx Xxxxx, (x) to install a flag pole, and (c) to install additional exterior building and monument signage from time to time through the term of this Lease.

(b) The Lessee, at its expense, shall comply with all rules, ordinances, orders, regulations and requirements of any Board of Fire Underwriters, or any other body hereafter constituted exercising similar functions and governing insurance rating bureaus; and shall not do or permit anything to be done in or upon the Premises, or bring or keep anything therein, except as now or hereafter permitted by any governmental authority, Board of Fire Underwriters or any other similar body having jurisdiction, or insurance rating bureau; and shall keep the Premises equipped with all safety appliances or equipment required by any governmental authority, Board of Fire Underwriters or other similar body or governing insurance rating bureau by reason of the Lessee’s particular use of the Premises or the location of partitions, trade fixtures or other contents of the Premises; and shall procure all licenses, permits or other approvals required because of such use, it being understood that the foregoing provisions shall not be construed to broaden in any way the Permitted Use of the Premises;

(c) The Lessee, at its expense, shall comply with all rules, ordinances, orders, permit conditions and regulations of governmental authorities now or hereafter in force and with any lawful direction of any public officer, in each case to the extent the same are applicable to the Premises or the use and maintenance thereof. If the Lessee receives notice of any violation of law, ordinance, order, permit conditions or regulation applicable to the Premises or the use and maintenance thereof, it shall give prompt written notice thereof to the Lessor. Additionally, the Lessee shall comply with any reasonable rules and regulations imposed by the Lessor,

provided that such rules and regulations do not materially interfere with Lessee’s use of the Premises, Building or Land as of this date and do not materially change any term of the Lease.

9. COMPLIANCE WITH LAWS. The Lessee acknowledges that no trade or occupation shall be conducted in the Premises, or use made thereof, which will be unlawful, noisy or offensive, or contrary to any law or any municipal bylaw or ordinance in force in the city or town in which the Premises are situated.

10. FIRE INSURANCE. The Lessee shall not permit any use of the Premises which will make voidable any insurance on the Building, or on the contents of said Building or which shall be contrary to any law or regulation from time to time established by the New England Fire Insurance Rating Association or any similar body succeeding to its power. The Lessee shall, promptly after demand, reimburse the Lessor all extra insurance premiums caused by the Lessee’s use of the Premises, provided Lessor provides Lessee with notice of such extra premiums promptly upon receipt by Lessor of notice from Lessor’s insurer.

11. MAINTENANCE OF PREMISES.

(a) The Lessee agrees at its sole expense, to maintain the Premises in the same condition in which they exist as of the Commencement Date, as improved by the Lessor or the Lessee, including the maintenance, repair and replacement (subject to Section 11(b) and Exhibit B) of all mechanical, electrical, HVAC, plumbing, life safety and other building systems within the Premises serving the Premises, in good condition reasonable wear and tear, damage by fire and other casualty and condemnation only excepted, which maintenance shall require, without limiting the generality of the foregoing, that all maintenance of the HVAC equipment (including but not limited to the equipment listed on Exhibit B) be performed by a qualified HVAC contractor on a periodic basis but not less frequently than annually. Additionally, Lessee shall, whenever necessary, replace plate glass and other glass thereon. The Lessee shall not permit, to the extent within the reasonable control of Lessee, the Premises to be overloaded, damaged, stripped, or defaced, nor suffer any waste. Lessee will maintain an adequate and systematic program to ensure that the Premises are maintained free of rodent and vermin infestation. Lessee shall cause garbage and refuse to be removed from the Premises at Lessee’s sole expense. Notwithstanding the foregoing provisions to the contrary, Lessee shall not be responsible for any damages or repairs resulting from the willful acts or negligence of Lessor and Lessee shall not be required to make any repairs or pay for any damages which is covered by insurance maintained by Lessor.

Notwithstanding the foregoing, if any building system other than (i) a system installed by the Lessee to support its specific operations or (ii) HVAC equipment included in Exhibit B which is covered under Section 11(b) below, requires replacement during the last two years of the Original Term or during the last two years of an Extended Term, and the Term is not extended beyond the Original Term or such Extended Term by the Lessee pursuant to Section 34, the Lessee shall be responsible for the cost of such replacement multiplied by a fraction, the numerator of which shall be the number of whole months left in the Original Term or such Extended Term as of the completion of such replacement and the denominator of which shall be the number of months of such replacement system’s useful life, and the Lessor shall reimburse the Lessee for the balance of the cost of such replacement. The Lessor shall reimburse the Lessee such balance within thirty (30) days after the later of (i) the completion of such system replacement and (ii) the expiration without exercise of the Extension Option that follows the determination of the need for such system replacement or, in the event the Lessee has already exercised its third Extension Option, within thirty (30) days after the completion of such system replacement. Any dispute relating to this paragraph shall be resolved by binding arbitration conducted in accordance with the rules of the American Arbitration Association before an arbitrator with construction dispute experience mutually selected by the parties. If the parties cannot mutually agree on an arbitrator, each shall select an arbitrator with construction dispute experience and such arbitrators shall select a third arbitrator with construction dispute experience to conduct the arbitration. Each party shall bear its own arbitration costs and shall equally share the cost of the arbitrator.

(b) Pursuant to the Existing Lease, the Lessor replaced the HVAC equipment identified on Exhibit B hereto (Exhibit C of the Existing Lease). So long as the Lessee has met its maintenance obligations under Section 11(a), if any of such equipment needs to be replaced during the Original Term (as defined below) or, if applicable Extended Term(s) (as defined below) of this Lease, the Lessor will do so at its expense.

Subject to the succeeding sentences, the Lessor agrees to maintain in good condition (reasonable wear and tear, damage by fire and other casualty only excepted), repair and replace at Lessor’s expense the structural portions of the Building, including, without limitation, the foundation, footers, slabs, weight bearing walls and columns and the roof of which the Premises are a part, unless such maintenance, repair or replacement is required as a result of any act, omission or neglect of the Lessee or those for whose conduct the Lessee is legally responsible but subject to Section 24 with respect to insured losses. Lessor shall not charge Lessee any sum for any cost expended by Lessor pursuant to this Section 11(b) either directly or in the form of Additional Rent, provided, however, that any and all costs and expenses incurred for roof maintenance, repair or replacement due to or as a result of any roof cuts, punctures or penetrations of any kind by Lessee including, without limitation, arising from or related to the installation or maintenance of HVAC or cooling equipment placed on the roof by the Lessee shall be borne by the Lessee. All available manufacturers’ warranties shall be provided by Lessor to Lessee.

Lessee shall promptly give Lessor notice of any required maintenance, repair or replacement that is required to be performed by Lessor under this Section 11(b) after Lessee first learns thereof, to the extent that such defects are reasonably observable by Lessee. If Lessor fails within ten (10) days after receipt of notice to commence and to proceed thereafter with due diligence to make repairs required to be made by Lessor pursuant to this Section 11(b), such repairs may be performed by Lessee, at the expense of Lessor, and Lessee shall deduct the reasonable costs of such repairs from its payment of Base Rent to Lessor. Lessee’s failure to give such notice to Lessor shall not relieve Lessor of any obligation to make repairs which Lessor shall have pursuant to this Section 11(b), provided that Lessor shall have actual knowledge of the need to make such repairs.

12. ALTERATIONS - ADDITIONS. (a) The Lessee shall not make structural alterations or additions to the Premises, including, without limitation, roof cuts, punctures and penetrations of any kind, except as necessary to install HVAC or cooling equipment and vents and ducts, but may make non-structural alterations, provided that, in each instance, the Lessor consents thereto in writing, which consent shall not be unreasonably withheld or delayed. All such allowed alterations, shall be at Lessee’s expense and shall be in quality at least equal to the present construction. Lessee shall not permit any mechanics’ liens, or similar liens, to remain upon the Premises for labor and material furnished to Lessee or claimed to have been furnished to Lessee in connection with work of any character performed or claimed to have been performed at the direction of Lessee and shall cause any such lien to be released of record forthwith without cost to Lessor nor shall any improvements be subject to any security interest or lien of any kind. Any alterations or improvements made by the Lessee shall become the property of the Lessor at the termination of occupancy as provided herein, excluding moveable and semi-moveable (i) trade fixtures, (ii) equipment (including special HVAC units and other equipment for clean rooms and telecommunications equipment), (iii) furniture and (iv) other personal property, all of which shall remain the property of the Lessee and which it may remove, provided (i) it repairs any damages caused by such removal, (ii) it conducts such repairs in a fashion which does not impair any roof warranty then existing and (iii), with regard to trade fixtures and any other property affixed to the Building, it is not then in default in the payment of Base Rent or Additional Rent. Lessor acknowledges that it has approved of the work and construction of the improvements to the Premises being performed by the Lessee that will facilitate and accommodate Lessee’s long-term use and occupancy of the Premises described in the work plan attached hereto as Exhibit C.

(b) All leasehold improvements constructed by Lessee within the Premises shall be done in accordance with plans and specifications first approved by Lessor, which approval shall not be unreasonably withheld, delayed or conditioned. Lessee shall submit to Lessor for Lessor’s reasonable approval all plans and specifications for Lessee’s construction of any leasehold improvements, alterations or additions in or to any part of the Premises. Lessor shall review such plans and specifications as submitted within five (5) business days after the receipt thereof and shall notify Lessee if Lessor approves or disapproves such plans and specifications. If Lessor disapproves such plans, Lessor shall specify the reasons for its disapproval of any aspect of such plans. Lessee shall prepare any revisions to such plans and specifications which may be necessary as a result of Lessor’s disapproval and shall submit them for Lessor’s approval or disapproval which Lessor shall give within three (3) business days. Lessor and Lessee shall initial the plans and specifications after the same have been submitted by Lessee and finally approved by Lessor. Lessee agrees that Lessee’s construction shall be built in substantial accordance with such final plans and specifications and agrees to obtain from its architect, certificates, from time to time, that such final plans and specifications meet all federal, state and local governmental requirements, including, without limitation, all applicable zoning laws, building codes, environmental codes, rules, ordinances or regulations, and any applicable laws and regulations regarding accommodations for handicapped persons. Lessor shall not be deemed unreasonable for withholding approval of any improvements, alterations or additions which, when completed, will (i) materially adversely affect any structural or exterior mechanical, plumbing, HVAC, electrical or other exterior elements of the Building, or (ii) will increase the cost of construction or of insurance or taxes on the Building or the Premises, unless Lessee agrees in writing to pay all such costs. Lessee shall provide Lessor with a full set of as-built plans for the Premises so improved upon completion of such improvements. In the event Lessor has not approved or disapproved plans and specifications in writing within the time periods set forth above, such plans and specifications shall be conclusively deemed approved. There shall be no fee paid by Lessee to Lessor in connection with the construction of such leasehold improvements, alterations or additions.

Notwithstanding the provisions of the above paragraphs, the Lessee shall not be obligated to notify and obtain the consent from the Lessor if (i) the cost of a particular improvement does not exceed $250,000.00 or (ii) a particular improvement is non-structural and does not involve the installation of any fixtures.

(c) All construction work in the Premises shall be done in a good and workmanlike manner and in compliance with the Lease, all applicable laws and ordinances, regulations and orders of governmental authority and insurers of the Building or the Premises. Before Lessee begins any work, it shall secure all licenses and permits necessary therefor and cause each contractor to carry (1) workmen’s compensation insurance in statutory amounts covering all the contractors and subcontractors employees, and (2) comprehensive public liability per occurrence insurance with limits of $1,000,000, with property damage insurance with limits of not less than $1,000,000 per occurrence (all such insurance to be written in companies approved by Lessor and insuring Lessor and Lessee as well as the contractors). Lessee agrees to pay promptly when due the entire cost of any work done in the premises by Lessee, its agents, employees or independent contractors, and not to cause or permit any liens for labor or materials performed or furnished in connection with its work to attach to the Premises and immediately to discharge any such liens which may attach. Lessor may inspect the work at any time in compliance with the provisions of Section 15. Lessee shall indemnify Lessor and hold it harmless from and against any cost, claim, or liability arising from any work done by or at the direction of Lessee.

13. ASSIGNMENT - SUBLEASING.

(a) Lessee shall not assign or sublet or otherwise transfer, voluntarily or involuntarily, the whole or any part of the Premises or this Lease, or allow any other person to occupy the Premises without Lessor’s prior written consent, which consent shall not be unreasonably withheld or delayed, provided Lessee shall give Lessor written notice of the terms of the assignment, transfer or sublet and that the proposed assignee or sublessee is of good reputation and financial condition and its proposed use is permitted by all applicable by-

laws and regulations and provided further that Lessee shall pay all reasonable legal and other fees incurred by Lessor in connection with reviewing and approving any such assignment or sublet. Lessee shall give Lessor written notice of the material terms of any proposed assignment or other transfer or sublease and such other information regarding the assignee or sublessee as Lessor shall reasonably require. Notwithstanding such consent, Lessee shall remain fully liable to Lessor for the payment of all Rent and for the full performance of the covenants and conditions of this Lease. It shall also be a condition of the validity of the assignment or sublet that the assignee or sublessee agree directly with Lessor, in form satisfactory to Lessor, to be bound by all Lessee obligations under this Lease (but in the event of a sublease, only to the extent applicable to the subleased premises). The acceptance by Lessor of the payment of Base Rent or Additional Rent following an assignment, sublease or other transfer not approved shall not be deemed to be consent by Lessor to any such assignment, sublease or transfer nor shall the same constitute a waiver of any right or remedy of Lessor.

(b) Notwithstanding Section 13(a), Lessee shall have the right to sublet up to fifty percent (50%) of the Premises without Lessor’s prior written consent, provided that the proposed sublessee is of good reputation and financial condition and its proposed use is permitted by all applicable by-laws and regulations. Lessee shall give Lessor written notice of the name and address of the sublessee, a brief description of such sublessee’s business and the material terms of the sublet (including, without limitation, the portion of the Premises to be sublet, the rent for such sublet and the term for which such portion of the Premises is to be sublet). Lessee shall pay all reasonable legal and other fees incurred by Lessor in connection with reviewing any such sublet. Notwithstanding such sublet, Lessee shall remain fully liable to Lessor for the payment of all Rent and for the full performance of the covenants and conditions of this Lease.

(c) Notwithstanding Section 13(a), in the event the Lessee (i) sells substantially all of its assets, or (ii) is a party to a merger or consolidation in which it is not the surviving party, the Lessor shall be deemed to have consented to assignment of this Lease to the purchaser of the Lessee’s assets or the surviving or new entity arising from such merger or consolidation; provided, however, that such purchaser or surviving or new entity executes an assumption of all of Lessee’s liabilities and responsibilities hereunder.

(d) Notwithstanding anything to the contrary in this Section 13, in the event a sublessee is paying the Lessee more per month than the Rent the Lessee is paying the Lessor per month, and such sublessee rents more than 10,000 square feet of space from the Lessee, the Lessee shall pay the Lessor one-half (1/2) of such excess (after the deduction of any brokerage commission, tenant improvement allowances, free rent or other similar tenant inducements paid by Lessee with respect to such sublease) with its monthly payments of Base and Additional Rent. In the event such sublessee is subleasing a portion of the Premises from the Lessee, for purposes of determining whether the sublessee is paying the Lessee more than the Rent the Lessee is paying the Lessor, the monthly Rent amount shall be multiplied by a fraction, the numerator of which shall be the square footage occupied by the subtenant, and the denominator of which shall be 163,560. The resulting product shall be compared with the rent paid by the sublessee. If the resulting product is less than the rent paid by the sublessee, one-half (1/2) of the excess of the rent paid by the sublessee over the Rent paid by the Lessee (after the deduction of any brokerage commission, tenant improvement allowances, free rent or other similar tenant inducements paid by Lessee with respect to such sublease) shall be paid by the Lessee to the Lessor in accordance with the first sentence of this paragraph. For purposes of this paragraph, rent actually paid each month by the sublessee shall be considered the rent the sublessee is paying the Lessee, whether or not the sublessee is in default on an obligation to pay a higher amount, and whether or not such payment includes an arrearage from a preceding month.

14. SUBORDINATION/ESTOPPEL CERTIFICATE.

(a) This Lease shall be subject and subordinate to the lien of any and all mortgages, deeds of trust and other instruments in the nature of a mortgage, now or at any time hereafter, a lien or liens on the Premises of which the Premises are a part, without the necessity for executing any such instrument of subordination.

However, the Lessee shall, when requested, promptly execute and deliver such written instruments as shall be necessary to show the subordination of this Lease to said mortgages, deeds of trust, ground leases or other such instruments in the nature of a mortgage or ground lease. The subordination of this Lease shall be specifically conditioned upon Lessor obtaining from the holder of any mortgage, deed of trust, or other instrument in the nature of a mortgage or ground lease, a non-disturbance and attornment agreement to permit the Lessee to continue its quiet enjoyment of the Premises under the terms of this Lease, provided Lessee complies with all of the terms and conditions of this Lease. Lessor shall obtain a commercially reasonable non-disturbance agreement from Lessor’s mortgage lender prior to the Commencement Date.

(b) At the request in writing of any mortgagee or holder of a deed of trust of the Premises, this Lease shall be deemed superior to such mortgage or deed of trust, whether this Lease was executed before or after such mortgage and Lessee shall execute such documents in recordable form as such mortgagee or holder of a deed in trust shall reasonably request.

(c) Lessee agrees, at any time and from time to time, within ten (10) days’ of written request by Lessor, to execute, acknowledge and deliver to Lessor a statement in writing certifying that this Lease is presently in full force and effect and unmodified except as may be indicated; that the Lessee has accepted possession of the Premises except as may be indicated, any improvements required by the terms of this Lease to be made by the Lessor have been completed to the satisfaction of the Lessee except as may be indicated; that no rent under the Lease has been paid more than thirty (30) days in advance of its due date (except for security deposits, if any, in a specified amount); that the addresses for notices to be sent to the Lessee is as set forth in the Lease or as specified in such certificate; and that the Lessee as of the date of executing the certificate has no charge, lien or claim of offset under the Lease, or otherwise, against rents or other charges due or to become due thereunder except as may be indicated. In addition, in the event the Lessee receives written notice from the Lessor or the holder of a mortgage or ground lease on the Premises so requesting, and provided a non-disturbance agreement and attornment agreement has been entered into with the holder of such mortgage or ground lease if this Lease is subordinate to same, the Lessee shall enter into a written agreement with the Lessor and/or the holder of such mortgage or ground lease providing that: (1) the Lessee will not pay any rent under the Lease more than thirty (30) days in advance of its due date (except for security deposits, if any); (2) Lessee will not enter into or consent to the modification of any of the terms of this Lease nor to the termination thereof by the Lessor except as permitted herein; (3) Lessee will not seek to terminate this Lease by reason of any act or omission of the Lessor until the Lessee shall have given written notice of such act or omission to the holder of such mortgage or ground lease (at such holder’s last address furnished the Lessee) and until a reasonable period of time, but not more than thirty (30) days, shall have elapsed following the giving of such notice during which period such holder shall have the right, but shall not be obligated to remedy such act or omission. Such agreement shall be of no effect unless the Lessee is furnished by the mortgagee, or ground lessee, with a copy of an assignment to it of the Lessor’s interest in this Lease.

15. LESSOR’S ACCESS/RIGHT OF ENTRY. Lessor shall have the right to enter the Premises, but only with an escort provided by the Lessee, upon twenty four (24) hours’ prior written notice (or with reasonable notice in the case of emergency) during normal business hours (or at any other time for the purpose of making emergency repairs) to (i) inspect the Premises, (ii) make such repairs and do such work on or about the Premises as Lessor is required to perform pursuant to this Lease, or that Lessor may be required by law to make, (iii) following the expiration of the Lessee’s exclusive right to purchase the Premises as set forth in Section 35, show the Premises to prospective buyers for purchase and (iv) during the last six (6) months of the Term, to show the Premises to prospective tenants for lease, unless an Extension Option (as defined below) has previously been exercised.

Each entry by Lessor in accordance with this Section 15 shall be made in such a manner as will not unreasonably interfere with Lessee’s use of the Premises. Lessor may remove placards and signs not approved and affixed as herein provided, and at any time within six (6) months before the expiration of the Term, may affix to any suitable part of the Premises a notice for letting or selling the Premises and keep the same so affixed without hindrance or molestation in accordance with the provision of the first paragraph of this Section 15.

Lessor agrees not to disclose any trade secrets or other confidential information it may gain access to as a result of any entry on to the Premises.

16. INDEMNIFICATION AND LIABILITY. (a) Except as provided in Section 24 with regard to insured losses, the Lessee shall save the Lessor and its trustees, beneficiaries, servants, agents and employees and those in privity with the estate of the Lessor (“Lessor Indemnified Parties”) harmless from all loss and damage occasioned by the use or escape of water or by the bursting of pipes on the Premises, or by any nuisance caused by Lessee on the Premises, unless such loss is caused by the act or omission of any Lessor Indemnified Party or any of Lessor’s contractors. In addition, to the maximum extent permitted by law, Lessee hereby indemnifies and covenants to save Lessor Indemnified Parties harmless from and against any and all claims, damages, liabilities or penalties asserted by or on behalf of any person, firm, corporation or public authority:

(i) on account of or based upon any injury to person, or loss of or damage to property, sustained or occurring on the Premises on account of or based upon the act, omission, fault, negligence or misconduct of any person other than Lessor Indemnified Parties;

(ii) on account of or based upon any injury to person, or loss of or damage to property, sustained or occurring on the Premises to the extent arising out of the use or occupancy of the Premises by the Lessee or by any person claiming by, through or under any Lessee Indemnified Party (as defined below) or Lessee’s contractors; and

(iii) on account of or based upon (including monies due on account of) any work or thing whatsoever done (other than by Lessor Indemnified Parties or Lessor’s contractors) on the Premises during the Term of this Lease and during the period of time, if any, prior to the Commencement Date when Lessee may have been given access to the Premises, except as a result of the acts of Lessor Indemnified Parties or Lessor’s contractors;

and, in respect of any of the foregoing, from and against all costs, expenses (including, without limitation, reasonable attorneys’ fees) and liabilities incurred in or in connection with any such claim, or any action or proceeding brought thereon.

Lessee shall not generate, store, release, transport, dispose of or otherwise handle any substance, waste or material deemed hazardous, toxic or a contaminant under any federal, state or local statute, law, ordinance, rule or regulation, order or decision (hereinafter, any “Hazardous Substance”) in violation of any laws. Lessee shall defend, indemnify and hold harmless Lessor and any mortgagee of Lessor from and against any and all liability, loss, cost, or expense, including, without limitation, reasonable attorneys’ fees and consultants’ fees and, to the extent required by environmental laws (but without the requirement of an activity use limitation of any kind), clean-up costs arising from the presence, release, or threat of release of any Hazardous Substance on or deriving from the Premises and to the extent arising out of the generation, storage, release, transportation, disposal or other handling of any Hazardous Substance at or near the Premises by Lessee, its employees, invitees, contractors or agents, regardless of whether said release or threat of release is caused by negligence or not.

(b) Lessor hereby indemnifies and covenants to save Lessee and its officers, shareholders, servants, agents and employees and those in privity with the estate of the Lessee (“Lessee Indemnified Parties”) harmless from and against any and all claims, damages, liabilities or penalties asserted by or on behalf of any person, firm, corporation or public authority:

(i) on account of or based upon any injury to person, or loss of or damage to property, sustained or occurring on the Premises to the extent arising out of or caused by the negligence or misconduct of Lessor Indemnified Parties or Lessor’s contractors;

(ii) on account of or based upon any injury to person, or loss of or damage to property, sustained or occurring in or about the Premises arising out of the negligence or misconduct of Lessor Indemnified Parties or Lessor’s contractors;

Lessor shall defend, indemnify and hold harmless Lessee Indemnified Parties from and against any and all liability, loss, cost, or expense, including without limitation, attorneys’ fees, consultants’ fees and clean-up costs arising out of the generation, storage, release, transportation, disposal or other handling of any Hazardous Substance at or near the Premises by Lessor, its employees, invitees, contractors or agents.

In addition to the foregoing indemnification, Lessor shall indemnify, defend and hold Lessee Indemnified Parties harmless from any and all lawsuits, judgments, liabilities, damages, claims, costs and expenses (including, without limitation, technical consultant fees, court costs and reasonable attorney’s fees), arising out of or resulting from (i) any “release” as defined in §101(22) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), of any “hazardous substance,” as defined in §101(14) of CERCLA or petroleum (including crude oil or any fraction thereof) or “hazardous material” or “oil” (as each term is defined in M.G.L. c. 21E (“Chapter 21E”)) at, on, from or near the Premises; (ii) any contamination of the soil, ground water or other environmental media or damage to the environment and natural resources of the Premises, whether arising under CERCLA, Chapter 21E or other existing statutes and regulations, or common law; or (iii) any toxic, explosive or otherwise dangerous materials which have been buried beneath or concealed within the Premises; in each case by Lessor or its predecessors or its trustees, beneficiaries, servants, agents, employees or independent contractors. Without limiting the generality of the foregoing, Lessor also shall indemnify, defend and hold Lessee Indemnified Parties harmless from any claims or losses arising from the presence, release, or threat of release of any pre-existing Hazardous Substance on the Premises, including, without limitation, from any matter or condition for which Lessor is entitled to indemnification pursuant to that certain Agreement by and among Lessor, Thermadyne Holding Company, and Danvers Industrial Packaging Corp. dated November 22, 1996.

17. LESSEE’S LIABILITY AND PROPERTY INSURANCE. The Lessee shall maintain in full force, from the Commencement Date, comprehensive public-liability insurance written on an occurrence basis and including contractual liability coverage to cover any liabilities assumed under this Lease in the amount of $2,000,000, with property-damage insurance in limits of $1,000,000, in responsible companies qualified to do business in Massachusetts and in good standing therein naming the Lessor as an additional insured against injury to persons or damage to property as provided. The Lessee shall deposit with the Lessor certificates for such insurance at or prior to the commencement of the term, and thereafter within thirty (30) days prior to the expiration of any such policies. All such insurance certificates shall provide that such policies shall not be canceled or amended without at least twenty (20) days’ prior written notice to the insured and additional insured named therein.

The Lessee shall also maintain in full force and effect from the Commencement Date throughout the Lease Term and thereafter so long as the Lessee is in occupancy of any part of the Premises, reasonable property insurance covering the Lessee’s furnishings, fixtures, equipment or other personal property of the Lessee written on an “All Risk” basis.

18. FIRE, CASUALTY - EMINENT DOMAIN. Should all or substantially all of the Premises be damaged by fire or other casualty, or be taken by eminent domain or condemned, the Lessee may elect to terminate this Lease at any time thereafter upon written notice to the Lessee. Such termination shall be effective as of the date of the taking or casualty. Upon termination, the parties hereto shall be relieved of all obligations and liabilities hereunder which had not yet accrued. Lessor shall also return all sums Lessee pre-paid hereunder, including Base Rent for the month in which the casualty or taking occurred on a pro-rata basis. To the extent fire, casualty, or taking renders the Premises or any portion thereof, unsuitable for their intended use, a just and proportionate abatement of Base Rent shall be made for the period in which, by reason of such damage or taking, there is interference with Lessee’s use of the Premises. Subject to the last paragraph of this Section 18, Lessor shall promptly restore the Premises to its condition prior to such casualty or taking (as nearly as practical). Notwithstanding the foregoing or the provisions of the last paragraph of this Section 18, the Lessee may elect to terminate this Lease if:

(a) The Lessor fails to give written notice within forty-five (45) days of such fire, casualty or taking of intention to restore Premises; or

(b) The Lessor fails to restore the Premises to substantially the same condition which existed prior to the fire, casualty or taking within one hundred twenty (120) days of said fire, casualty or taking.

If the Premises becomes untenantable in whole or in part because of fire or other casualty, or as a result of a taking of or damage to the premises or the Building in connection with the exercise of any power of eminent domain or condemnation, Lessee may elect to terminate this Lease at any time after the expiration of the time periods specified in (a) and (b) above by fifteen (15) days prior written notice to the Landlord, unless prior to the effective date of the notice the Premises is restored to substantially the same condition that existed immediately prior to such fire or other casualty. Such termination shall be effective as of the date of the taking or casualty. Termination shall relieve the parties hereto of all further obligations and liabilities which had not yet accrued. Lessor shall also return all sums Lessee paid hereunder, including Base Rent for the month in which the taking of casualty occurred, on a pro-rata basis.

The Lessor reserves, and the Lessee grants to the Lessor, all rights which the Lessee may have for damages or injury to the Premises for any taking by condemnation or eminent domain, except for damage to the Lessee’s fixtures, property or equipment, damage to Lessee’s improvements and Lessee’s relocation expenses. Lessee acknowledges and agrees that Lessee shall be solely responsible to insure its fixtures, property and equipment.

In the event of fire or casualty, the Lessor shall be obligated to make repairs and perform any restoration work as promptly as possible, but the Lessor shall have no obligation to make any repairs or perform any restoration work under this Section 18 if prevented from doing so by reason of any cause beyond its reasonable control, including, without limitation, the requirements of any applicable laws, codes, ordinances, rules or regulations, or in the event of damage to or destruction of any portion of the Building which is not fully covered by the insurance proceeds received by the Lessor (provided that the Lessor has obtained the insurance coverage required by the following paragraph) and in such events Lessee may terminate this Lease by written notice to the Lessor, given within thirty (30) days after the date of notice to Lessor that said damage or destruction is not so covered, or that the proceeds are not available for repair of the damage or destruction. Notwithstanding the foregoing sentence, the time periods set forth in Section 18(a) and (b) above shall not be extended for any reason, and the Lessor agrees to use best efforts to obtain the consent of all holders of mortgages on the Premises to fully use all insurance proceeds to restore the Building. Further, the Lessor shall not be obligated to make any repairs or perform any restoration work to any fixtures in the Premises or the Building which were constructed or installed by or for some party other than the Lessor and which are not the property of the Lessor.

The Lessor shall carry 100% replacement cost insurance insuring against all risks or fire with standard coverage insurance covering the Building of which the Premises are a part.

19. DEFAULT AND BANKRUPTCY.

(a) In the event (each an “Event of Default”):

(i) The Lessee shall fail to pay any installment of Base Rent, Additional Rent or other sums herein specified and such default shall continue for ten (10) days after written notice thereof, provided, however, Lessor shall not be required to give more than three (3) notices in any calendar year with regard to the late payment of Base Rent;

(ii) The Lessee shall fail to perform or observe any other of the Lessee’s covenants, agreements, or obligations hereunder and such default shall not be corrected within thirty (30) days after written notice thereof or, if thirty (30) days is not a reasonably sufficient time within which to cure such default, provided the Lessee has promptly commenced and is diligently proceeding the cure such longer time as is reasonable necessary;

(iii) The Lessee shall be declared bankrupt or insolvent according to law, or, if any assignment shall be made of Lessee’s property for the benefit of creditors or any receiver or trustee is appointed for all or any portion of the Lessee’s property or any involuntary or voluntary proceedings are begun under any bankruptcy or similar laws for reorganization or arrangements to settle, satisfy or extend payment of debts and such declaration or proceedings are not set aside within ninety (90) days thereafter; or

(iv) The Lessee’s interest in this Lease shall be taken by execution or other process of law;

then the Lessor shall have the right thereafter, while such default continues, to declare the term of this Lease ended, without prejudice to any remedies which might be otherwise used for arrears of rent or other default.

(b) If this Lease shall have been terminated as provided in Section 19(a), then Lessor may, but only after obtaining an order from a court of competent jurisdiction, re-enter the Premises either by summary proceedings, ejectment or otherwise, and to remove and dispossess Lessee and all other persons and any and all property from the same, as if this Lease had not been made.

(c) In the event that this Lease is terminated under any of the provisions contained in Section 19(a) or shall be otherwise terminated by breach of any obligation of Lessee, Lessee covenants and agrees forthwith to pay and be liable for, on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Base Rent and Additional Rent and charges reserved as they would, under the terms of this Lease, become due if this Lease had not been terminated or if Lessor has not entered or re-entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, and for the whole thereof, but in the event the Premises be relet by Lessor, Lessee shall be entitled to a credit in the net amount of rent and other charges received by Lessor in reletting, after deduction of all reasonable expenses incurred (and not reimbursed by third parties) in reletting the Premises (including, without limitation, fit-out costs, brokerage fees, attorney fees and the like), and in collecting the rent in connection therewith, in the following manner:

Amounts received by Lessor after reletting shall first be applied against such Lessor’s reasonable expenses, until the same are recovered, and until such recovery, Lessee shall pay, as of each day when a payment would fall due under this Lease, the amount which Lessee is obligated to pay under the terms of this Lease (Lessee’s liability prior to any such reletting and such recovery not in any way to be diminished as a result of the fact that such reletting might be for a rent higher than the rent provided for in this Lease); when and if such expenses have been completely recovered, the amounts received from reletting by Lessor as have not previously been applied shall be credited against Lessee’s obligations as of each day when a payment would fall due under this Lease, and only the net amount therefor shall be payable by Lessee. Further, amounts received by Lessor from such reletting for any period shall be credited only against obligations of Lessee allocable to such

period, and shall not be credited against obligations of Lessee hereunder accruing subsequent or prior to such period; nor shall any credit of any kind be due for any period after the date when the term of this Lease is scheduled to expire according to its terms.

(d) (i) At any time within eighteen (18) months after such termination and whether or not Lessor shall have collected any damages as aforesaid, as liquidated final damages and in lieu of all other damages beyond the date of notice from Lessor to Lessee, at Lessor’s election, Lessee shall pay to Lessor such a sum as at the time of the giving of such notice represents the amount of the total rent and additional rent which would have accrued to Lessor under this Lease from the date of such notice for what would be the then unexpired Lease Term discounted to present value at a six (6%) percent interest rate (but not including unexercised Renewal Options) if the Lease terms had been fully complied with by Lessee. The foregoing amount shall be reduced by, or the Lessee shall receive a credit against any judgment received by Lessor pursuant to this Section 19(d), by the greater of the following amounts: (1) the credit Lessee would have received under Section 19(c) following Lessor’s election pursuant to this Section 19(d) and (ii), if Lessor fails to make commercially reasonable efforts to re-let the Premises, the amount Lessor would have received had Lessor made such efforts. For purposes of this Section 19(d), the listing of the Premises for lease at a market rate with a broker experienced in the leasing of commercial space in the North Shore of Boston shall constitute commercially reasonable efforts to re-let the Premises.

(ii) For the purposes of this Section 19, if Lessor elects to require Lessee to pay damages in accordance with the immediately preceding paragraph, the total rent shall be computed by assuming that Lessee’s Proportionate Share of Operating Expenses would be, for each year (or portion thereof) of the unexpired Term from the date of such notice, the amount thereof for the immediately preceding Lease year payable by Lessee to Lessor.

(e) In case of any Event of Default, re-entry, dispossession by summary proceedings or otherwise, Lessor may (i) re-let the Premises or any part or parts thereof, either in the name of Lessor or otherwise, for a term or terms which may at Lessor’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Term of this Lease and may grant concessions or free rent to the extent that Lessor considers advisable or necessary to re-let the same and (ii) may make such alterations and repairs in the Premises as Lessor in its reasonable judgment considers advisable or necessary for the purpose of reletting the Premises; and the making of such alterations, repairs and decorations shall not operate or be construed to release Lessee from liability hereunder as aforesaid. Lessor shall use reasonable efforts to mitigate damages as a result of Lessee’s default.

(f) The specified remedies to which Lessor may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Lessor may at any time be entitled lawfully, and Lessor may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. Further, nothing contained in this Lease shall limit or prejudice the right of Lessor to prove for and obtain in proceedings for bankruptcy or insolvency by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to, or less than the amount of the loss or damages referred to above.

(g) Lessor shall in no event be in default in the performance of any of Lessor’s obligations hereunder unless and until Lessor shall have failed to perform such obligations within thirty (30) days, or, if thirty (30) days is not a reasonably sufficient time, such additional time as is reasonably required to correct any such default, after notice by Lessee to Lessor specifying wherein Lessor has failed to perform any such obligation.

(h) Even though Lessee has breached the Lease, the Lease shall continue in effect for so long as Lessor does not terminate Lessee’s right of possession as described above, and Lessor may enforce all of its rights and

remedies under the Lease, including without limitation, the right to receive rent as it becomes due. If the Lessee shall default, after the notice specified in Section 19(a)(i) and (ii), in the observance or performance of any conditions or covenants on Lessee’s part to be observed or performed under or by virtue of any of the provisions in any Section of this Lease, the Lessor, without being under any obligation to do so and without thereby waiving such default, may remedy such default for the account and at the expense of the Lessee. If the Lessor makes any expenditures or incurs any obligations for the payment of money in connection therewith, including but not limited to reasonable attorney’s fees in instituting, prosecuting or defending any action or proceeding, such sums paid or obligation incurred, with interest at the rate of ten (10%) percent per annum and costs, shall be paid to the Lessor by the Lessee as Additional Rent.

20. NOTICE. Any notice from either party to the other party relating to the Premises or to the occupancy thereof shall be made in writing and shall be given by (a) hand delivery, (b) registered or certified mail, return receipt requested, postage prepaid, or (c) a nationally recognized overnight courier. All notices shall be sent to the Lessor at 000 Xxxxxx Xxxxx Xxxx, Xxxxxx, XX 00000, unless notice is given of an alternative mailing addresses in the manner prescribed above, and to Lessee at 00 Xxxxxx Xxxx Xxxxx, Xxxxxxx, XX 00000, to the attention of the Chief Executive Officer, unless notice is given of an alternative mailing address by either party in the manner prescribed above. Except as otherwise provided herein, all such notices shall be deemed to have been served on the date upon which such notice is received by the party and/or delivery is declined.

21. SURRENDER. Subject to its rights of removal described in Section 12 above, the Lessee shall at the expiration or other termination of this Lease remove all Lessee’s goods and effects from the Premises (including, without hereby limiting the generality of the foregoing, all signs and lettering affixed or painted by the Lessee, either inside or outside the Premises, other than any monument signs) but shall not be required to remove cabling, telecommunication or security systems upon surrendering the Premises to Lessor. Lessee shall deliver to the Lessor the Premises and all keys, locks thereto, and other fixtures connected therewith and all alterations and additions made to or upon the Premises, in the same condition as they were at the commencement of the Term, or in the case of permitted alterations, additions and improvements as they were put in during the term hereof, reasonable wear and tear and damage by fire or other casualty and condemnation and repairs which are Lessor’s responsibility only excepted. In the event of the Lessee’s failure to remove any of Lessee’s property from the Premises, Lessor is hereby authorized, without liability to Lessee for loss or damage thereto, and at the sole risk of Lessee, to remove and store any of the property at Lessee’s expense, or to retain same under Lessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property.

Lessee recognizes that the Lessor may be required to guarantee delivery of possession to the new occupant promptly upon the expiration or earlier termination of this Lease. Accordingly, Lessee specifically agrees to remove all of its goods and effects and to deliver full possession of the Premises to Lessor not later than the date of the expiration or earlier termination hereof in order to avoid substantial, and perhaps irreparable harm to Lessor, Lessee agrees that Lessor shall have all remedies available at law or in equity for Lessee’s failure so to do.

In addition to all such remedies, Lessee further agrees that any holding over by it which has not been consented to in writing by Lessor shall be treated as a tenancy at sufferance at the greater of (i) one and one-half times the monthly rent, or (ii) market rent for one (1) year (on a monthly basis), plus other charges then applicable as of the date of the expiration or earlier termination of this Lease, and such tenancy at sufferance shall otherwise be on the terms and conditions set forth in this Lease so far as applicable. Any monies received after the termination date of the Lease will be applied for “use and occupancy only” and will not reestablish the tenancy and shall otherwise be on the terms and conditions set forth in this Lease, as far as applicable.

22. BROKERAGE. Lessor and Lessee represent and warrant to each other that they have not dealt with any broker in connection with the Premises other than Colliers International and Xxxxx Xxxx LaSalle (collectively, “Brokers”). Brokers shall be paid by Lessor pursuant to a separate agreement. Lessee hereby indemnifies Lessor for any claims for commission by any other third parties arising from the acts or conduct of Lessee and Lessor hereby indemnifies Lessee from any claims for commission by Brokers or any other third parties arising from any acts or conduct of Lessor.

23. QUIET ENJOYMENT. Lessee shall, upon paying the Rent reserved hereunder and observing and performing all of the terms, covenants and conditions on Lessee’s part to be observed and performed, peaceably and quietly have and hold the Premises without hindrance or molestation by any person or persons lawfully claiming by, through or under, Lessor, subject, however, to the terms of this Lease.

24. WAIVER OF SUBROGATION. Lessor and Lessee and all parties claiming under them (including without limitation any insurers) mutually release and discharge each other, to the extent of insurance proceeds recovered from the policies then in effect from all claims (including without limitation subrogation claims) and liabilities for damage or destruction to their respective property by fire or any other peril or casualty which could have been covered by an “All Risk of Physical Loss” endorsement to a fire and casualty insurance policy whether or not such policy is actually in force and irrespective of any party’s act or omission. Lessor agrees to insure the Building with a policy containing an All Risk of Physical Loss endorsement for one hundred (100%) percent of replacement value and Lessee agrees to insure its fixtures and other personal property containing an All Risk of Physical Loss endorsement and each of the parties hereto agree to have a waiver of subrogation clause attached to and made a part of its insurance policy or policies.

25. ENTIRE AGREEMENT: EXECUTION AND HEADNOTES. This Lease together with all Exhibits referred to herein sets forth the entire agreement between the parties hereto and cannot be modified or amended, except in writing duly executed by the respective parties. This Lease is executed as a sealed instrument and in multiple counterparts, all copies of which are identical, and any one of which is to be deemed to be complete in itself and may be introduced in evidence or used for any purpose without the production of any other copy. The headnotes throughout this Lease are for convenience of reference only, and shall in no way be held or deemed to define, limit, explain, describe, modify or add to the interpretation, construction or meaning of any provision of this Lease.

26. NO WAIVER. No assent, express or implied, by the Lessor or Lessee to any breach of any agreement or condition herein contained on the part of the Lessor or Lessee to be performed or observed, and no waiver, express or implied, of any such agreement or condition shall be deemed to be a waiver of an assent to any succeeding breach of the same or any other agreement or condition; the acceptance by the Lessor of Rent or other payment hereunder, or silence by the Lessor or Lessee as to any breach, shall not be construed as waiving any of the Lessor’s or Lessee’s rights hereunder unless such waiver shall be in writing. No acceptance by Lessor of a lesser sum than the Base Rent, Additional Rent or any other charge then due shall be deemed to be other than on account of the earliest installment of such rent or charge due, nor shall any endorsement or statement on any check or any charge be deemed an accord and satisfaction, and Lessor may accept such check or payment without prejudice to Lessor’s right to recover the balance of such installment or pursue any other remedy provided in this Lease.

27. PARTIAL INVALIDITY. The invalidity of one or more phrases, sentences, clauses or sections shall not affect the remaining portions of this Lease, and if any part of this Lease should be declared invalid by the final order, decree or judgment of a court of competent jurisdiction, this Lease shall be construed as if such invalid phrases, sentences, clauses or sections had not been inserted.

28. NOTICE OF LEASE. The parties shall execute and record a notice of lease upon execution of this Lease.

29. RIGHT TO PERFORM LESSEE’S COVENANTS. Lessee covenants and agrees that, if it shall, at any time, fail to make any payment or perform any other act on its part to be made or performed as in this Lease provided, and Lessee fails to cure within the time periods set forth in Section 19 or in the event no time period is specified therein, within thirty (30) days, or in the event the performance of such act(s) (excluding therefrom any payment obligation) cannot be completed within thirty (30) days, despite due diligence, within a reasonable time, Lessor, in its sole discretion, may make any payment or perform any other act on the part of the Lessee to be made and performed as in this Lease provided, in such manner and to such extent as Lessor may reasonably deem necessary, and in exercising any such rights, Lessor may pay reasonable necessary and incidental costs and expenses, employ counsel, and incur and pay reasonable attorneys’ fees. The making of any such payment or the performing of any other act by the Lessor pursuant to this Section 29 shall not waive, or release the Lessee from, any obligations of the Lessee in this Lease contained. All reasonable sums so paid by Lessor and all reasonably necessary and incidental costs and expenses in connection with the performance of any such act by Lessor shall, except as otherwise in this Lease expressly provided, be payable to Lessor within thirty (30) days after Lessor presents an invoice (with backup materials) to Lessee, and Lessor shall have (in addition to any other right or remedy of Lessor) the same rights and remedies in the event of the non-payment thereof by Lessee as in the case of default by Lessee in the payment of the Base Rent.

30. LIMITATION OF LIABILITY. The obligations of the Lessor hereunder shall be binding upon Lessor and each succeeding owner of the Lessor’s interest hereunder only during the period of such ownership and Lessor and each succeeding owner shall have no liability whatsoever except for its obligations during each such respective period. Lessee hereby agrees for itself and each succeeding holder of the Lessee’s interest, or any portion thereof, hereunder, that any judgment, decree or award obtained against the Lessor or any succeeding owner of the Lessor’s interest, which is in any manner related to this Lease, the Premises or the Lessee’s use and occupancy of the Premises, whether at law or in equity, shall be satisfied out of the Lessor’s interest in the Premises and the rents and income from the Premises subject to the rights of mortgagees, and further agrees to look only to such assets and to no other assets of the Lessor, or any succeeding owner, for satisfaction. Neither the Trustees, partners nor beneficiaries of Lessor shall have any personal liability hereunder. The foregoing limitation shall not operate to bar the Lessee from seeking injunctive or other equitable relief from a court of competent jurisdiction. In no event shall Lessor ever be liable to Lessee for any indirect or consequential damages suffered by Lessee from whatever cause except in the event of actual damage caused by Lessor’s willful misconduct or bad faith.

In no event shall either party ever be liable to the other party for any indirect or consequential damages suffered by the other party from whatever cause except in the event of actual damage caused by the first party’s willful misconduct or bad faith.

31. NOTICE TO MORTGAGEE: OPPORTUNITY TO CURE. After receiving notice from any person, firm or other entity that it holds a mortgage which includes the Premises as a part of the mortgaged premises, no notice from the Lessee to the Lessor shall be effective unless and until a copy of the same is given to such Mortgagee, and the curing of any of the Lessor’s defaults by such Mortgagee shall be treated as performance by the Lessor. Accordingly, no act or failure to act on the part of the Lessor which would entitle the Lessee under the terms of this Lease, or by law, to be relieved of the Lessee’s obligations hereunder or to terminate this Lease, shall result in a release or termination of such obligations or a termination of this Lease unless (i) the Lessee shall have first given written notice of the Lessor’s act or failure to act to such Mortgagee, if any, specifying the act or failure to act on the part of the Lessor which could or would give basis to the Lessee’s rights; and (ii) such Mortgagee, after receipt of such notice, has failed or refused to correct or cure the condition complained of within thirty (30) days or such longer time as is reasonably required by the Mortgagee (but in no event exceeding 120 days) provided the Mortgagee is diligently proceeding to cure, but nothing contained in this Section 31 shall be deemed to impose any obligation on any such Mortgagee to correct or cure any such condition.

32. MISCELLANEOUS. If any payment of Base Rent or other payment or charge payable to Lessor hereunder or with respect hereto shall not be paid when due (after the receipt of an invoice except in the case of Base Rent), in which case no invoice shall be required, the same shall bear interest from date when same was due and payable until the date paid with interest at the rate of ten (10%) percent per annum.

Without limiting any of Lessor’s rights and remedies hereunder, and in addition to all other amounts Lessee is otherwise obligated to pay, it is expressly agreed that Lessor shall be entitled to recover from Lessee all reasonable costs and expenses, including reasonable legal fees, and attorneys’ fees, incurred by Lessor in enforcing this Lease from and after Lessee’s Event of Default, not cured within the applicable cure periods. Lessee shall be similarly entitled to recover its reasonable legal fees incurred in enforcing its rights hereunder in the event of a default by Lessor hereunder, not cured within the applicable cure periods.

33. LANDLORD’S WARRANTIES AND REPRESENTATIONS. As a material inducement to the Lessee to enter into this Lease, the Lessor warrants and represents as follows:

a. Lessor is the owner of a fee simple estate in the Premises and has the right and power to enter into this Lease and to perform the same and by this instrument conveys a good leasehold interest in Lessee in accordance with the terms, conditions and provisions hereof.

b. This Lease does not violate the provisions of any instrument affecting the Premises, and the execution of this Lease has been duly and validly authorized on behalf of Lessor.

34. LESSEE’S OPTION TO EXTEND. The Lessee shall have the option (collectively, the “Extension Options”) to extend the Term of this Lease specified in Section 3 hereof (herein referred to as the “Original Term”) for three separate periods of five (5) years each (each such extension period hereafter referred to as the “Extended Term”). Such option to extend may be exercised as hereinafter provided. The Lessee may exercise each of the aforesaid Extension Options by giving written notice to the Lessor of Lessee’s election to extend the Original Term or the applicable Extended Term, provided that such written notice shall be given not less than six (6) months prior to the expiration of the Original Term or the applicable Extended Term. Upon exercise of said Extension Option as aforesaid, the Term of this Lease shall be automatically extended by the applicable aforesaid five (5) year period without the requirement of any further instrument, upon the same terms and conditions set forth in this Lease, except that Base Rent for the Extended Term shall be determined as provided in the balance of this Section 34. In the event that any Extension Option is duly exercised, all references contained in this Lease to the Term hereof, whether by number of years or number of months, shall be construed to refer to the Original Term hereof extended as aforesaid, whether or not specific reference thereto is made in this Lease. The second Extended Term is available to the Lessee only if it exercised its option for the first Extended Term, and the third Extended Term is available to the Lessee only if it exercised its option for the second Extended Term.

(a) Rent During Extended Term. In the event Lessee exercises an Extension Option as herein provided, commencing on the first day of the applicable Extended Term, Lessee shall pay to Lessor for the Premises then leased by Lessee annual Base Rent equal to the “Fair Rental Value”, as hereinafter determined, and, in any event, shall continue to pay Additional Rent as set forth in Section 5(b).

For purposes of this Lease, “Fair Rental Value” shall mean the annual fair rental for the Premises to be leased by Lessee pursuant to its exercise of an Extension Option that would be agreed upon between a landlord and a tenant executing a lease in a comparable building of comparable age for comparable square footage located in North Shore area for a comparable term in light of all of the other business terms of the Lease, taking the following assumptions into account while determining “Fair Rental Value”:

(i) the Lessor and Lessee are well informed and well advised and each is acting in what it considers its own best interests;

(ii) the rental shall reflect the condition of the Premises and all residual value of any improvements to the Premises, except improvements which Lessee installed itself or for which it directly contracted and paid;

(iii) the transaction involves customary and usual lease concessions, including, without limitation, construction allowances, rent abatement, base year(s), or moving allowance or any other concessions or financial terms prevalent at that time;

(iv) the method by which square footage is measured is similar to the measure used in the Lease; and

(v) the credit worthiness of the tenant is similar to the credit worthiness of Lessee at the time such Extension Option is exercised.

(b) Determination of Fair Rental Value. Upon written request given by Lessee to Lessor not earlier than three hundred sixty (360) days nor later than one hundred eighty (180) days prior to the expiration of the Original Term or the applicable Extended Term, Lessor shall, within twenty (20) days of such request, give written notice to Lessee of Lessor’s determination of the aforesaid Fair Rental Value of the Premises for the next succeeding Extended Term. The amount so designated by Lessor shall be the annual Base Rent for the Premises for the next succeeding Extended Term, unless, within thirty (30) days after Lessee shall have received such notice, Lessee shall give notice to Lessor exercising Lessee’s right of appraisal as set forth in subsection (d) below to determine such Fair Rental Value, in which event such Fair Rental Value shall be determined by the appraisal thereunder.

Should Lessee elect to exercise its rights of appraisal and should the appraisal not have been concluded prior to the date on which Lessee’s obligation to pay Rent for the applicable Extended Term shall have occurred, Lessee shall pay annual Base Rent as so designated by Lessor. If the Fair Rental Value as determined by appraisal is greater than or less than Lessor’s designation, then any adjustment required to correct the amount previously paid shall be made by payment by the appropriate party within ten (10) days after such determination of Fair Rental Value.

(c) Conditions Precedent to Exercise. Notwithstanding any contrary provision of this Section 34 or any other provisions of this Lease, the Extension Options and any exercise by Lessee of the Extension Options shall be void and of no effect unless on each date Lessee notifies Lessor that it is exercising an Extension Option and on the date of commencement of the applicable Extended Term (i) this Lease is in full force and effect, (ii) no Event of Default on the part of Lessee then exists under this Lease, and (iii) Lessee has neither assigned this Lease nor sublet any portion of Premises except in accordance with the provisions of Section 13.

(d) Appraisal of Fair Rental Value. In the event that Lessee disputes the amount claimed by Lessor as Fair Rental Value, and such dispute cannot be resolved by mutual agreement, the dispute shall be submitted to the appraisal process hereinafter set forth. The amount of Fair Rental Value determined pursuant to such appraisal process shall be final and binding between the parties. The appraisal process shall be conducted as follows:

(1) Lessee shall make demand for an appraisal in writing within thirty (30) days after receipt of Lessor’s written determination of Fair Rental Value given under Section 34(b) specifying therein the name and address of the person to act as the appraiser on its behalf. The appraiser shall be a licensed commercial real estate broker with at least ten (10) years’ experience in the field familiar with the fair market rent of first-class commercial, office, manufacturing and industrial space in the North Shore area. Failure on the part of Lessee to make a timely and proper demand for such appraisal shall constitute a waiver of the right thereto. Within fifteen (15) business days after the service of the demand for appraisal, Lessor shall give notice to Lessee, specifying the name and address of the person designated by Lessor to act as appraiser on its behalf who shall be similarly qualified. If Lessor fails to notify Lessee of the appointment of this appraiser, within or by the time above specified, then the appraiser appointed by Lessee shall be the sole appraiser to determine the issue.

(2) In the event that two (2) appraisers are chosen pursuant to Section 34(d)(1) above, the appraisers so chosen shall meet within ten (10) business days after the second appraiser is appointed and, if within ten (10) business days after such first meeting the two appraisers shall be unable to agree upon a determination of Fair Rental Value, such appraisers shall appoint a third appraiser, who shall be a competent and impartial person with qualifications similar to those required of the first two appraisers. In the event the two initially appointed appraisers are unable to agree upon such appointment within five (5) business days after expiration of said ten (10) day period, the third appraiser shall be selected by the Lessor and Lessee, if they can agree thereon, within a further period of ten (10) business days. If the parties do not so agree, then either party, on behalf of both, may request appointment of such a qualified person by an officer of the American Arbitration Association in Boston, Massachusetts. The third appraiser shall be someone who has not acted in any capacity for Lessor or Lessee within ten (10) years of his or her selection. The three (3) appraisers shall decide the dispute, if it has not previously been resolved, by following the procedure set forth in Section 34(d)(3) below.

(3) Where the issue cannot be resolved by agreement between the two appraisers selected by Lessor and Lessee or settlement between the parties during the course of the appraisal process, the issue shall be resolved by the three appraisers in accordance with the following procedure. Within thirty (30) days after the third appraiser has been selected, each appraiser shall state in writing its determination of the Fair Rental Value, supported by the reasons therefor, with counterpart copies to Lessor and Lessee. The appraisers shall arrange for a simultaneous exchange of such proposed determinations. If the third appraiser’s appraisal shall exceed the higher of the first two appraisals, the Fair Rental Value shall be the average of the third appraiser’s appraisal and said higher appraiser’s appraisal. If the third appraiser’s appraisal shall be less than the lower of the first two appraisals, the Fair Rental Value shall be the average of the third appraisal and said lower appraisal. In all other cases, the Fair Rental Value shall be the third appraisal. All such determinations of Fair Rental Value shall be final and binding upon the parties. This provision for determination by appraisal shall be specifically enforceable to the extent such remedies are available under applicable law, and any determination hereunder shall be final and binding upon the parties hereto, and either party shall have the right to enter judgment thereon, unless otherwise provided by applicable law. If a determination of Fair Rental Value is to be made pursuant to this Section 34, Lessor and Lessee shall each pay for the fees and disbursements of any appraiser appointed by it and shall share equally in the fees and expenses of any third appraiser.

(4) In the event of a failure, refusal or inability of any appraiser to act, his successor shall be appointed by the person appointing him or her, but in the case of the third appraiser, his successor shall be appointed in the same manner as provided for appointment of the third appraiser.

(5) Notwithstanding any of the provisions of Section 34 to the contrary, in the case of the first Extended Term following the Original Term (the “First Extended Term”), in no event shall the Fair Rental Value be no less than $9.00 per square foot nor higher than $10.25 per square foot. In the event the Fair Rental Value as determined by the appraisal process is lower than $9.00 per square foot or higher than $10.25 per square foot, then the parties agree that the Base Rent for the First Extended Term shall be calculated using $9.00 per square

foot or $10.25 per square foot, as applicable. There shall be no per square foot floor or cap in relation to the second and third Extended Terms.

35. LESSEE’S OPTION TO BUY. The Lessor hereby grants the Lessee the exclusive option to buy the Premises strictly according to the terms and conditions contained herein (such option hereafter referred to as the “Option to Buy.” The Lessee may exercise its Option to Buy by written notice to the Lessor delivered at any time on or before August 31, 2022. Such notice shall specify a closing date, which shall not be earlier than forty-five days (45) after delivery of the notice nor later than the date that is ninety (90) days after delivery of such notice. If a closing and passing of title does not occur on or before the date specified in such notice due to circumstances beyond the Lessee’s reasonable control, the Lessee shall be entitled to one ninety-day (90) extension counted from the closing date specified in the notice. If a closing and passing of title does not occur on or before the date specified in such notice due to the refusal or inability of the Lessor to close, the Lessee shall be entitled to such extension of time as is necessary to compel performance by the Lessor by appropriate court action or to remove the inability of the Lessor to perform. If a closing and passing of title does not occur on or before the date specified in such notice for any other reason, such notice shall be null and void and of no further legal effect, although the Lessee may give an additional notice of exercise that meets the criteria specified in the second and third sentences of this paragraph, including the requirement that it be delivered on or before August 31, 2022.

(a) Purchase Price. If the Lessee exercises its Option to Buy and the applicable notice of exercise states a closing date during the first three (3) years of the Original Term and the closing actually occurs and title passes from the Lessor to the Lessee on or before August 31, 2019, or within the applicable extended period of time established pursuant the first paragraph of this Section 35, the purchase price shall be Sixteen Million Five Hundred Thousand Dollars ($16,500,000.00).

If the Lessee exercises its Option to Buy and the applicable notice of exercise states a closing date during year four of the Original Term and the closing actually occurs and title passes from the Lessor to the Lessee on or before August 31, 2020, or within the applicable extended period of time established pursuant the first paragraph of this Section 35, the purchase price shall be Seventeen Million Dollars ($17,000,000.00).

If the Lessee exercises its Option to Buy and the applicable notice of exercise states a closing date during year five of the Original Term and the closing actually occurs and title passes from the Lessor to the Lessee on or before August 31, 2021, or within the applicable extended period of time established pursuant the first paragraph of this Section 35, the purchase price shall be Seventeen Million Five Hundred and Ten Thousand Dollars ($17,510,000.00).

If the Lessee exercises its Option to Buy and the applicable notice of exercise states a closing date during year six of the Original Term and the closing actually occurs and title passes from the Lessor to the Lessee on or before August 31, 2022, or within the applicable extended period of time established pursuant the first paragraph of this Section 35, the purchase price shall be Eighteen Million and Twenty Thousand Dollars ($18,020,000.00).

(b) Conditions Precedent to Exercise. Notwithstanding any contrary provision of this Section 35 or any other provisions of this Lease, the Option to Buy and any exercise by Lessee of the Option to Buy shall be void and of no effect unless on the date Lessee notifies Lessor that it is exercising the Option to Buy (i) this Lease is in full force and effect and (ii) no Event of Default on the part of Lessee then exists under this Lease.

36. RIGHT OF FIRST OFFER. Provided that the Lessee has not exercised its Option to Buy and its Option to Buy has expired due to the passage of time and further provided that there is no existing Event of Default at the time of its exercise of the right of first offer described in this Paragraph 36, the Lessee shall have a one-time right of first offer to buy the Premises (the “Right of First Offer”) if Lessor determines that it would like to sell

the Premises or receives an offer to buy the Premises from a third party buyer. The Lessor shall provide the Lessee with written notice of intention to sell (the “ROFO Notice”), including the purchase price (the “ROFO Purchase Price”) and the other terms and conditions under which the Lessor is willing to sell. Lessee shall have ninety (90) days from receipt of written notice to exercise this right and to actually close. If Lessee rejects Lessor’s offer to buy the Premises, Landlord shall be free to sell the Premises, provided that the purchase price payable for the Premises by any third party purchaser shall be at least equal to 95% of the ROFO Purchase Price set forth by Lessor in the ROFO Notice, net of any monetary concessions granted to the third party purchaser not given to Lessee in the ROFO Notice, unless Lessor first provides Lessee with a new ROFO Notice that reinstates Lessee’s Right of First Offer and designates a new ROFO Purchase Price. This Right of First Offer shall in all events expire on the expiration of the Original Term and shall not apply during any Extended Term.

37. ACCESS AND LICENSE AGREEMENT. Pursuant to Section 2(f) of the Access Agreement, the Access Agreement is terminated from and after the date hereof and shall be of no further legal force or effect.

Signed as a sealed instrument as of the day and year first written above.

Xxxxxxxxx Nominee Trust, Lessor

By:		/s/ Xxx X. Xxxxxxxxx, Xx.
Name:
Title:

Commonwealth/State of Vermont


County of Windsor, ss.	August 11, 2016.

On this 11 day of August, 2016, before me, the undersigned notary public, personally appeared Xxx X. Xxxxxxxxx, Xx., Trustee, proved to me through satisfactory evidence of identification, which was known, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purpose.


	/s/ Xxxxxxx Xxxxxxx
	Notary Public

	XXXXXXX XXXXXXX Notary Public - State of Vermont My Commission Expires Feb. 10, 2019

ABIOMED, Inc., Lessee

By:		/s/ Xxxxxxx Xxxxxxxx
Name:		Xxxxxxx Xxxxxxxx
Title:		CFO–VP

Commonwealth of Massachusetts


County of Essex, ss.	August 12, 2016.

On this 12^th day of August, 2016, before me, the undersigned notary public, personally appeared Xxxxxxx Xxxxxxxx, Chief Financial Officer of Abiomed, Inc., proved to me through satisfactory evidence of identification, which was personally known to me, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purpose.


	/s/ Xxxxxxx X. Xxxxxxxx
	Notary Public

EXHIBIT A

[TO BE ATTACHED]

EXHIBIT B

[TO BE ATTACHED]

EXHIBIT B

HVAC Units to be replaced by Lessor


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EXHIBIT C

[TO BE ATTACHED]

EXHIBIT B

Work Plan

Abiomed, Inc. has undertaken the project of expanding our footprint by 61,000 square feet in the building adjacent to our current location. Construction began in June 2015 and is being rolled out in 5 phases, with an expected completion date of January 2017.

Phase 1A opened in September 2015, consisting of 12 offices and 50 cubicles in 7,000 square feet of space. This area also includes additional IT networking and electrical / mechanical equipment.

Phase IB houses additional Manufacturing and Shipping areas, totaling 17,920 square feet. An employee locker room and restrooms have been included in this area. Although construction is completed, procurement of manufacturing equipment and certification requirements are required prior to fully occupying this area. Expected occupation is estimated at the end of 2016.

Phase 2A is nearing the end of construction and will be open mid-July 2016, ready for occupancy. The space covers approximately 10,940 square feet and will seat 96 employees in 13 offices and 83 cubicles, and will include 3 conference rooms, restrooms and IT networking space.

Phase 2B is currently under construction with a completion target of late August 2016. At just under 4,400 square feet, employees will be occupying the space as soon as it is available, with 7 offices, 10 cubicles and 2 conference rooms.

Phase 2C is in the very early stages of demolition and will continue to be built on the heels of Phase 2B, with the expected completion date of January 2017. As the largest phase of the expansion, it will cover 20,827 and include the following:

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A new Main Reception Area and Customer Visitor Center

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3 Conference Rooms

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Visitor Restrooms

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Educational Training Center, including the Training Auditorium, Call Support Center, Simulation Labs, Breakout Classrooms and Conference Room

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Full-service Cafeteria with seating for 200 employees and a back of house food storage area

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Outside Patio

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Employee Lounge

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Locker Room with showers

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TV Recording Studio

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Document and Equipment Storage Area

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Mechanical / Electrical room

In addition, the exterior of the building will be updated with metal paneling, and the surrounding grounds will include a new drive way / drop off area at the front entrance, signage, walkways and extensive landscape plantings and lighting.

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