8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 1, 2022

Azenta, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-25434	04-3040660
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15 Elizabeth Drive, Chelmsford, MA 01824

(Address of principal executive offices and Zip Code)

(978) 262-2400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	AZTA	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01. Entry into a Material Definitive Agreement.

The information disclosed in Item 2.01 below under “Completion of the Sale of the Semiconductor Automation Business” with respect to the leases filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and “Amendment to Purchase Agreement” is incorporated into this Item 1.01.

Item 1.02. Termination of a Material Definitive Agreement.

The information disclosed in Item 2.01 below under “Extinguishment of Debt” is incorporated into this Item 1.02.

Item 2.01. Completion of an Acquisition or Disposition of Assets.

Completion of the Sale of the Semiconductor Automation Business

On February 1, 2022, Azenta, Inc. (“Azenta”) completed the previously disclosed sale of its semiconductor automation business (referred to herein as the “Automation Business”) pursuant to an Equity Interest Purchase Agreement, dated September 20, 2021 (the “Purchase Agreement”), with Altar BidCo, Inc. (the “Purchaser”), an affiliate of Thomas H. Lee Partners, L.P., for $3.0 billion in cash, subject to customary adjustments as set forth in the Purchase Agreement, including adjustments based on the working capital, cash and indebtedness of the Automation Business as of the closing date (the “Disposition”). The Automation Business is a leading automation provider and partner to the global semiconductor manufacturing industry which provides advanced, high precision, high throughput robots, vacuum automation systems, contamination control systems, and reticle storage solutions to the global semiconductor capital equipment industry.

In connection with the transactions contemplated by the Purchase Agreement, Azenta completed an internal restructuring to transfer or contribute all of its Automation Business assets and operations to entities that were transferred to the Purchaser or an affiliate thereof under the Purchase Agreement.

In connection with the closing of the Disposition, Azenta and the Purchaser entered into certain other agreements, including a transition services agreement, pursuant to which each party will provide the other party with certain transition services related to finance and accounting, information technology, human resources, compliance, facilities, legal and research and development support, for time periods ranging from three to 24 months following such closing and a transitional trademark license agreement allowing Azenta to use the Brooks name and logo for limited purposes during a 24-month transition period following the Disposition.

In addition, in connection with the closing of the Disposition, Azenta entered into two separate lease agreements with the Purchaser for leases back to Azenta of portions of the facilities at 11 and 15 Elizabeth Drive in Chelmsford, Massachusetts, which facilities were sold to the Purchaser under the Purchase Agreement.  Each lease provides for a term of 24 months, which may be terminated earlier by Azenta upon 90 days’ notice to the Purchaser, and an aggregate base rent of $83,000 per month. The lease for 11 Elizabeth Drive covers 8,450 square feet of a combination of office and laboratory space and the lease for 15 Elizabeth Drive covers 17,800 square feet of office space, which serves as Azenta’s corporate headquarters. The foregoing description of the leases does not purport to be complete and is subject to, and qualified in its entirety by reference to, the leases, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Proceeds

Azenta expects the net cash proceeds from the sale of the Automation Business to be approximately $2.4 billion, after adjustments and deducting taxes and other items.

Extinguishment of Debt

Azenta used $50.1 million of the proceeds from the Disposition to extinguish its outstanding balance at February 1, 2022 of the $200.0 million term loan facility under its credit agreement, as amended, with Morgan Stanley Senior Funding, Inc., JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC and to terminate the term loan facility.  The term loan facility was governed by the Credit Agreement, dated October 4, 2017 (filed as Exhibit 10.25 to Azenta’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017 filed on November 17, 2017), the Incremental Amendment, dated November 15, 2019 (filed as Exhibit 10.1 to Azenta’s Current Report on Form 8-K filed on November 15, 2018), Amendment No. 2, dated February 15, 2019 (filed as Exhibit 10.1 to Azenta’s Current Report on Form 8-K filed on February 22, 2019), and the Guarantee and Security Agreement, dated October 4, 2017 (filed as Exhibit 10.26 to Azenta’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017 filed on November 17, 2017); each of which is incorporated herein by reference.  

In addition, upon the closing of the Disposition, Azenta terminated its revolving line of credit under its credit agreement, as amended, with Wells Fargo Bank, N.A. and JPMorgan Chase Bank, N.A., which provided for a revolving credit facility of up to $75.0 million. There were no borrowings under the revolving line of credit at the time of its termination. Azenta paid the lenders a fee of approximately $160,000 in connection with the termination of the revolving line of credit. The revolving line of credit was governed by the Credit Agreement, dated May 26, 2016 (filed as Exhibit 10.2 to Azenta’s Quarterly Report on Form 10-Q for the for the quarter ended June 30, 2016 filed on July 28, 2016), the Consent and First Amendment to Credit Agreement, dated October 4, 2017 (filed as Exhibit 10.24 to Azenta’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017 filed on November 17, 2017), and the Guarantee and Security Agreement, dated May 26, 2016 (filed as Exhibit 10.3 to Azenta’s Quarterly Report on Form 10-Q for the for the quarter ended June 30, 2016 filed on July 28, 2016); each of which is incorporated herein by reference.

Amendment to Purchase Agreement

In connection with the closing of the Disposition, on January 31, 2022, Azenta entered into the First Amendment to the Equity Interest Purchase Agreement (the “Amendment”) with the Purchaser, to, among other things, (1) deem certain liabilities of the Automation Business as “Indebtedness” under the Purchase Agreement, (2) address treatment of certain foreign cash amounts of the Automation Business, (3) allow for the survival of an intercompany loan, (4) clarify certain ongoing obligations to provide access to books and records, and (5) clarify the treatment of certain employment related payments. The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Amendment, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Both David E. Jarzynka, President, Brooks Semiconductor Solutions Group, and David Pietrantoni, Vice President, Finance and Corporate Controller and Principal Accounting Officer, continued with the Automation Business and, as a result, their employment with Azenta ended as of the closing of the Disposition on February 1, 2022.

As a result of Mr. Pietrantoni’s departure, Azenta appointed Vandana Sriram, age 48, Azenta’s current Vice President, Finance, and Corporate Controller, as Azenta’s Principal Accounting Officer, effective as of the closing of the Disposition.

Ms. Sriram joined Azenta Life Sciences in September 2021 as Vice President, Finance and Corporate Controller.  Prior to joining Azenta, Ms. Sriram worked for over 20 years at General Electric, where she most recently was the leader of financial planning and analysis (FP&A) in their Aviation division. She also held roles as chief financial officer for GE Additive, global controller for GE Aviation, and the FP&A leader for GE’s Middle East, North Africa, and Turkey region. Prior to GE, she spent five years in public accounting at Arthur Andersen.

Item 8.01.  Other Events.

On February 1, 2022, Azenta issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, announcing the closing of the Disposition.

Item 9.01. Financial Statements and Exhibits.

(b) Pro forma financial information

Azenta has omitted the inclusion of any pro forma financial information herein with respect to the sale of the Automation Business as it has previously reported the results of the disposed Automation Business as discontinued operations and reported the assets and liabilities of the Automation Business as held for sale for all historical periods beginning with its Annual Report on Form 10-K for the fiscal year ended September 30, 2021 filed with the Securities and Exchange Commission on November 24, 2021.

(d) Exhibits

EXHIBIT NUMBER	DESCRIPTION
2.1	First Amendment to the Equity Interest Purchase Agreement, dated January 31, 2022, by and between Azenta, Inc. and Altar BidCo, Inc.
10.1	Standard Commercial Lease (11 Elizabeth Drive, Chelmsford, Massachusetts), dated February 1, 2022, by and between Azenta, Inc. and Altar BidCo, Inc.
10.2	Standard Commercial Lease (15 Elizabeth Drive, Chelmsford, Massachusetts), dated February 1, 2022, by and between Azenta, Inc. and Altar BidCo, Inc.
99.1	Press release issued on February 1, 2022 by Azenta, Inc.
104	Cover Page Interactive Data File (embedded within the iXBRL (Inline eXtensible Business Reporting Language) document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AZENTA, INC.
	/s/ Jason W. Joseph
Date: February 1, 2022	Jason W. Joseph
	Senior Vice President, General Counsel and Secretary

EX-2.1

Exhibit 2.1

FIRST AMENDMENT

TO THE

EQUITY INTEREST PURCHASE AGREEMENT

This FIRST AMENDMENT TO THE EQUITY INTEREST PURCHASE AGREEMENT (this “Amendment”), dated as of January 31, 2022, is entered into by and between Altar BidCo, Inc., a Delaware corporation (“Purchaser”), and Azenta, Inc. (f/k/a Brooks Automation, Inc.), a Delaware corporation (“Seller”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).

RECITALS

A.  Purchaser and Seller entered into that certain Equity Interest Purchase Agreement, dated as of September 20, 2021 (the “Purchase Agreement”); and

B.  In accordance with Section 12.10 of the Purchase Agreement, Purchaser and Seller desire to amend the Purchase Agreement as set forth herein.

AGREEMENT

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree to amend the Purchase Agreement as follows:

1.Amendment to Purchase Agreement.

a.Section 7.1(b)(vi) of the Purchase Agreement is hereby replaced with “[Reserved.]”.

b.The definition of “Indebtedness” in Section 1.1 of the Purchase Agreement is hereby amended by (i) deleting clause “(xv)” of the definition of Indebtedness in its entirety and replacing it with the following:

“(xv) if applicable, either (A) the Aggregate International Cash Shortfall Amount or (B) the Foreign Excess Closing Cash Amount (which, in the case of clause (B) shall be expressed as a negative number, reducing total Indebtedness)”

and (ii) by adding:

“; (xviii) with respect to the Transferred Employees, any vacation time, variable pay (including all bonuses) and commissions that have been earned prior to the Closing (in the case of vacation time, that has accrued prior to the Closing in accordance with Seller or its Subsidiaries' vacation policy and has not been used, and, in the case of variable pay and commissions, accrued prior to the Closing after considering actual results as of immediately prior to the Closing relative to Seller's applicable 2022 fiscal year plan (which at a minimum shall be at 100% of Seller's applicable 2022 fiscal year plan)), including the employer's share of any payroll, social security, unemployment or similar Taxes attributable to such amounts determined, if applicable, without regard to any deferral of such Taxes under the CARES Act; and (xix) 1.5% of the amount outstanding immediately

prior to the Closing under upstream loans made at or prior to the Closing by Brooks RS Holdings AG and/or Brooks CCS RS AG to Brooks Automation (Germany) GmbH”

immediately before

“; provided that “Indebtedness” shall not include real property or other operating lease obligations required to be reported as liabilities as a result of FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842).”

c.Section 1.1 of the Purchase Agreement is hereby amended by adding the following definition:

““Foreign Cash” means the cash and cash equivalents of the Company Group Entities other than OpCo and the Company, including checks, wire transfers and drafts received but not cleared by any such Company Group Entity and net of any outstanding checks, wire transfers and drafts sent but not cleared by any such Company Group Entity, in each case, provided that any corresponding adjustments to accounts receivable or accounts payable, as applicable, have been reflected in Net Working Capital, and net of any bank overdrafts of any such Company Group Entity. Notwithstanding the foregoing or anything herein to the contrary, Foreign Cash shall, in all cases, exclude (i) any cash or cash equivalents in reserve or escrow accounts, restricted cash, custodial cash, cash and cash equivalents held for others and cash and cash equivalents otherwise subject to any legal or contractual restriction on the ability to freely transfer or use such cash or cash equivalents for any lawful purpose of the Company Group Entities, and (ii) any cash or cash equivalents used in, or that otherwise inures to the benefit of Seller or any of its Affiliates (other than the Company Group Entities) as a result of any violation of the last sentence of Section 6.1.  Foreign Cash, in any applicable jurisdiction, may be a positive or negative amount and shall in all cases be calculated in accordance with the Accounting Principles.”

d.Section 1.1 of the Purchase Agreement is hereby amended by adding the following definition:

““Foreign Excess Closing Cash Amount” means the amount of Foreign Cash (if any) in excess of $40,000,000, as of the Calculation Time, within bank accounts of the Company Group Entities (other than OpCo and the Company) residing in each non-U.S. jurisdiction set forth on Schedule 6.16; provided, however, that the Foreign Excess Closing Cash Amount shall in no event exceed $2,000,000.”

e.Section 6.5 of the Purchase Agreement is hereby amended by adding the following as a new Section 6.5(c) of the Purchase Agreement:

“(c)At Purchaser's request, for up to four years after Closing, if Purchaser intends to file all or part of the financial statements of the Safari Business with the U.S. Securities and Exchange Commission (“SEC”), Seller shall (i) provide Purchaser (or its applicable Affiliate) and its independent registered public accounting firm reasonable access during normal business hours to such records (to the extent that such information is available) and personnel (for purposes of providing access to information and responding to reasonable inquiries) of Seller and its Subsidiaries as Purchaser (or its applicable Affiliate) may

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reasonably request to enable Purchaser (or its applicable Affiliate), its independent registered public accounting firm and its other representatives to prepare the quarterly interim and annual audited financial statements of the Safari Business for each of the periods required to be presented; (ii) consent to and use commercially reasonable efforts to make available the independent registered accounting firm of Seller to provide any consents and customary “cold comfort letters” with respect to any financial statements of the Safari Business prepared and/or audited prior to the Closing, and (iii) provide authorizations consistent with the past practices of the Safari Business to the extent reasonably required by Purchaser's independent registered accounting firm or in connection with any such filing of the Safari Business financial statements with the SEC. The costs associated with any cooperation by Seller at the request of Purchaser pursuant to this Section 6.5(c), including, for the avoidance of doubt, the costs of the independent registered accounting firms, shall be borne by Purchaser. Purchaser shall reimburse Seller for all reasonable and documented out-of-pocket costs and expenses incurred by Seller and the time spent by personnel of Seller and its Subsidiaries at the rates set forth in the Transition Services Agreement in complying with this Section 6.5(c).  Notwithstanding anything to the contrary herein, the access to be provided to Purchaser shall not materially interfere with Seller's or any of its Affiliates' ability to prepare its own financial statements or Seller's regular conduct of business and shall be made available during Seller's normal business hours. In addition, such cooperation shall not require Seller to prepare any financial statements or to take any action that Seller reasonably believes could result in a violation of applicable Law, any pre-existing material agreement or the waiver of any legal or other applicable privilege. All of the information provided by Seller pursuant to this Section 6.5(c) is given without any representation or warranty, express or implied, and neither Seller nor any of its Affiliates shall have any liability or responsibility with respect thereto.”

f.Section 6.13 of the Purchase Agreement is hereby amended by adding the following sentence to the end of Section 6.13 of the Purchase Agreement:

“Notwithstanding the foregoing, this Section 6.13 shall not apply to that certain Loan Agreement dated as of January 31, 2022 between the German Seller and German Holdings.”

g.Section 6.16 of the Purchase Agreement is hereby amended by deleting the final sentence of Section 6.16 of the Purchase Agreement in its entirety and replacing it by the following sentence:

“For the avoidance of doubt, other than (a) the Cash of the Company and OpCo to be included in Closing Cash, subject to the US Cash Cap and (b) the Foreign Excess Closing Cash Amount (if any), no additional Cash or Foreign Cash of the Company Group Entities, whether or not any such Cash or Foreign Cash in any non-U.S. jurisdiction is in excess of any applicable Jurisdiction Minimum Cash Requirement, shall be counted as an increase to the Initial Purchase Price and Purchase Price or reduction of Indebtedness.”

h.Section 7.1(g) of the Purchase Agreement is hereby amended by adding the following sentence to the end of Section 7.1(g) of the Purchase Agreement:

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“In the event it is not practicable for Seller to pay any amounts under the Retention Bonus Plan directly to one or more Transferred Employees, the Parties shall cooperate in good faith to cause Purchaser to pay such amounts to each applicable Transferred Employee on Seller's behalf, with funds (including the employer's share of any payroll, social security, unemployment or similar Taxes attributable to such amounts) provided to Purchaser by Seller.”

i.Section 7.1(h) of the Purchase Agreement is hereby amended by replacing the fifth sentence of Section 7.1(h) of the Purchase Agreement with:

“Notwithstanding the foregoing, if Seller is unable to transfer plan assets equal to the aggregate benefit and liabilities payable under all such accounts as of the Closing Date in accordance with the foregoing sentence, then an amount equal to the aggregate benefits and liabilities payable under all such accounts as of the Closing Date (including with respect to any amounts elected to be deferred by the Plan Participants as of the Closing Date but not yet credited to their accounts as of the Closing Date), less the value of any plan assets that Seller is able to transfer to OpCo on the Closing Date, shall be included in the calculation of Indebtedness.”

j.Section 8.2(f) of the Purchase Agreement is hereby amended by adding the following two sentences to the end of Section 8.2(f) of the Purchase Agreement:

“Purchaser and Seller acknowledge and agree that any payment from Seller to Purchaser after the Closing to reimburse Purchaser or otherwise satisfy Seller's obligation pursuant to the last sentence of Section 7.1(g) (as amended) in respect of the Retention Bonus Plan (including the employer's share of any payroll, social security, unemployment or similar Taxes attributable to such amounts) shall be treated, for U.S. federal (and applicable state and local) income Tax purposes, as a reduction of the Purchase Price.  Purchaser and Seller acknowledge and agree that any payment made under Section 3.10(a), 3.10(b) or 3.10(c) of that certain Share Transfer Agreement, by and among German Seller, German Purchaser and Germany Holdings, shall be treated, for applicable Tax purposes, as an adjustment of the purchase price for the Germany Holdings Equity Interests.”

k.Article VIII of the Purchase Agreement is hereby amended by adding the following as a new Section 8.6 of the Purchase Agreement:

“8.6 Deferred Payroll Taxes.  All “applicable employment taxes” (as defined in Section 2302(d)(1) of the CARES Act) that Seller or any of its Affiliates has elected to defer prior to the Closing pursuant to Section 2303 of the CARES Act and all Taxes (including withholding taxes) deferred prior to the Closing pursuant to IRS Notice 2020-65 or any related or similar order or declaration from any Governmental Authority (including the Payroll Tax Executive Order) shall be Excluded Liabilities and otherwise the sole obligation of Seller.”

2.Effect of Amendment.  Pursuant to Section 12.10 of the Purchase Agreement, no amendment to the Purchase Agreement shall be effective unless it shall be in writing and signed by each Party thereto, it shall specifically reference Section 12.10 of the Purchase Agreement and it shall

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expressly provide that the Purchase Agreement is being amended.  The Purchase Agreement is amended by this Amendment only as specifically provided herein, and the Purchase Agreement, as so amended, shall continue in full force and effect.  Each reference in the Purchase Agreement to “this Agreement,” “herein,” “hereof,” “hereunder” or words of similar import shall hereafter be deemed to refer to the Purchase Agreement as amended hereby (except that references in the Purchase Agreement to the “date hereof” or “date of this Agreement” or words of similar import shall continue to mean September 20, 2021).  References to the Purchase Agreement in this Amendment and in any ancillary agreements or documents delivered in connection with the Purchase Agreement or contemplated thereby, shall refer to the Purchase Agreement as amended hereby.  Except as otherwise expressly provided herein, all of the terms and conditions of the Purchase Agreement remain unchanged and continue in full force and effect.

3.Authorization and Validity.  Each party to this Amendment hereby represents and warrants to the other party hereto that: (a) such party has the requisite power and authority to execute and deliver this Amendment, to perform their respective obligations hereunder and to consummate the transactions contemplated hereby, (b) all acts and other proceedings required to be taken by or with respect to each party to authorize the execution, delivery and performance hereof and the consummation of the transactions contemplated hereby have been duly and properly taken, and no other proceedings on the part of such party are necessary to authorize the execution, delivery or performance hereof, and (c) this Amendment will be duly executed and delivered by such party and, assuming due execution and delivery by each of the other parties hereto, constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

4.Miscellaneous. Sections 12.4 – 12.19 of the Purchase Agreement shall apply mutatis mutandis to this Amendment.

****

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IN WITNESS WHEREOF, each party has caused this Amendment to be duly executed on its behalf by its duly authorized officer, as of the date first written above.

AZENTA, INC.
By:	/s/ Stephen S. Schwartz
Name:	Stephen S. Schwartz
Title: Chief Executive Officer and President
ALTAR BIDCO, INC.
By:	/s/ Jim Carlisle
Name:	Jim Carlisle
Title: President

EX-10.1

Exhibit 10.1

STANDARD COMMERCIAL LEASE

ARTICLE 1.00 BASIC LEASE TERMS

1.01Parties. This Standard Commercial Lease (this “Lease”) is entered into as of this February 1, 2022 (the “Effective Date”) by and between ALTAR BIDCO, INC., a Delaware corporation (“Landlord”), and AZENTA, INC. (f/k/a BROOKS AUTOMATION, INC.), a Delaware corporation (“Tenant”).

1.02Premises. In consideration of the rents, terms, provisions and covenants of this Lease, Landlord hereby leases, lets and demises to the Tenant the following described premises (collectively, the “Premises”) as shown on Exhibit A attached hereto, located within the Building referenced below, which Building is located on that certain parcel of real property sometimes referred to herein as the “Land”.

“Premises”:	Approximately 8,450 square feet rentable square feet
“Building”:	11 Elizabeth Drive
City, State, Zip Code:	Chelmsford, Massachusetts 65803

1.03Term. Landlord has previously delivered the Premises to Tenant and Tenant presently occupies the Premises. The initial term of this Lease (the “Initial Term”) shall commence on the Effective Date (also referred to herein as the “Commencement Date”) and shall expire on the date that is twenty-four (24) full calendar months after the Commencement Date, unless extended or sooner terminated pursuant hereto (the date that this Lease expires or is sooner terminated being referred to herein as the “Termination Date”).

1.04Base Rent. Base Rent for the Premises shall be:

Months of Term	Base Rent (per annum)	Base Rent(per month)
Commencement Date-last day of calendar month in which Commencement Date occurs	$0	$0
2-Termination Date	$320,640.00*	$26,720.00

*Annualized

1.05Addresses.

Landlord’s Address:	Tenant’s Address
Altar BidCo, Inc. c/o Thomas H. Lee Partners, L.P. 100 Federal Street	Azenta, Inc. 15 Elizabeth Drive Chelmsford, MA 01824

Boston, Massachusetts 02110 Attention: Jim Carlisle, Michael K. Kaczmarek and Shari Wolkon Fax: (617) 227-3514 Email:jcarlisle@thl.com mkaczmarek@thl.com swolkon@thl.com	Attention: Jason Joseph
with a copy (which shall not constitute notice) to: Kirkland & Ellis LLP 300 North LaSalle Chicago, Illinois 60654 Attention:Ted M. Frankel, P.C., Cole Parker, P.C. and John Z. Kosir Email:ted.frankel@kirkland.com cole.parker@kirkland.com john.kosir@kirkland.com	With a copy (which shall not constitute notice) to: Mintz Levin Cohn Ferris Glovsky and Popeo, P.C. One Financial Center Boston, MA 02111 United States of America Attention: Michael L. Fantozzi, Esq. Facsimile: 617-542-2241

1.06Permitted Use. Tenant may occupy and use the Premises during the Term for office and an engineering laboratory, and for other uses incidental to any of the foregoing (the “Permitted Use”). Tenant may operate during such days and hours as Tenant may determine, without the imposition of minimum or maximum hours of operation by Landlord, and, subject to the terms of this Lease, Tenant shall have full-time access to the Premises, and may operate, twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year. Tenant and Landlord may occupy up to fifty percent (50%) of the shared space on a daily basis, and will not exceed fifty percent (50%) without the mutual agreement of the parties.

1.07Early Termination Option. So long as there exists no default either at the time of exercise or on the Early Termination Date (as hereinafter defined), the tenant named herein has not assigned any portion of this Lease nor sublet any portion of the Premises, Tenant shall have the option to terminate this Lease (the “Termination Right”) effective as of the date set forth in Tenant’s written notice to Landlord (the “Early Termination Date”) without penalty upon not less than ninety (90) days prior written notice to Landlord. Upon timely exercise of the Termination Right in compliance with the terms hereof, the Early Termination Date shall be deemed the Termination Date and Tenant shall surrender the Premises on or before the Early Termination Date in accordance with the terms of this Lease.

1.08Tenant’s Proportionate Share. “Proportionate Share” shall be a fraction, the numerator of which is the total rentable square footage of the Premises and the denominator of which is the total rentable square footage of the Building.

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ARTICLE 2.00 RENT

2.01Base Rent. Tenant agrees to pay monthly as Base Rent (if any) commencing on the first day of the calendar month following the Commencement Date, and continuing during the Term, the amount of Base Rent set forth in Section 1.04 of this Lease during the Initial Term. Tenant shall pay monthly installments of Base Rent on or before the first day of each calendar month commencing on the Commencement Date.

2.02Additional Rent. Any and all sums of money or charges required to be paid by Tenant under this Lease (other than Base Rent), whether or not the same be so designated, shall be considered “Additional Rent” and Tenant shall pay all applicable taxes thereon.

2.03Taxes. Tenant shall pay Tenant’s Proportionate Share of all real and personal property taxes and special assessments lawfully levied or assessed against the Premises and the Land and the personal property located on the Premises (“Taxes”) which are payable with respect to the period commencing on the Commencement Date and ending on the Termination Date. Such Taxes will be paid based on invoices provided by Landlord from time to time together with a copy of the applicable tax bill and proof of payment of the same by Landlord. In the event Landlord receives any such tax bills, notices of assessments, notices of increase, or other similar communications or bills relating to the Premises or the Land and fails to timely deliver an invoice for the same to Tenant, Tenant shall have no liability for any late fees or penalties incurred as a result of such failure by Landlord to timely deliver such invoice, tax bills, notices of assessments, notices of increase, or other similar communications or bills relating to the Premises or the Land. Tenant may, at Tenant’s expense, contest the validity or amount of any taxes, assessments or charges for which Tenant is responsible under this Lease and may institute such proceedings (in Landlord’s name, if required, in which case Landlord, at Tenant’s expense, shall execute and deliver all such documents and instruments and shall take any and all such other actions as shall be necessary or proper to permit Tenant to bring such proceedings), as Tenant shall deem necessary or desirable. If Tenant contests any such tax, assessment or charge, Tenant may withhold or defer payment or pay under protest any such tax, assessment or charge. In the event of any refunds or rebates on account of the portion of the taxes paid by Tenant hereunder, such refund or rebate shall belong to Tenant, and, if received by Landlord, Landlord shall receive the same in trust and pay such amounts to Tenant within thirty (30) days following receipt. All payments of taxes and assessments shall be pro-rated for the term of the Lease. The obligations of Tenant under this Section to pay all taxes described herein during the Term shall survive termination or expiration of this Lease.

2.04Additional Rent. Tenant will pay, as Additional Rent, all costs for utilities and other services for the Premises, including, but not limited to, water, sewer, gas, electricity, fuel, light, heat, garbage collection services or other sanitary services rendered to the Premises or used by Tenant in connection therewith and Taxes and assessments and insurance for the Building (collectively, “Operating Costs”). Landlord shall furnish tenant with an estimate of Additional Rent costs on or before the Commencement Date and every 12 months thereafter. Landlord shall be entitled to adjust said amount if any of the foregoing Operating Costs increase or decrease during the term of this Lease and shall furnish a reconciliation statement to Tenant, which includes accurate disclosure of annual expenses. At the end of each calendar year or at the end of this Lease, whichever occurs first, Landlord shall reconcile the actual Operating Costs and either bill Tenant for any balance owing or refund to

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Tenant any amount overpaid. Such adjustments shall be made or paid, as applicable, within twenty (20) days after Tenant’s receipt of the reconciliation statement. Landlord shall not be liable for interruption of utilities or services for any reason.

2.05Intentionally Omitted.

2.06Holding Over. If Tenant does not vacate the Premises upon the expiration or termination of this Lease, such holding over shall constitute, and be construed as, a tenancy at will with Base Rent at one hundred fifty percent (150%) of the Base Rent rate being paid by Tenant immediately prior to the expiration or termination of the Lease, and all other terms and provisions of this Lease shall apply during such holdover period (with the exclusion of any expansion or renewal options). During such holdover period, Tenant agrees to vacate and deliver the Premises to Landlord within thirty (30) days of Tenant’s receipt of notice from Landlord to vacate. Tenant agrees to pay the rental payable during the holdover period to Landlord on demand. No holding over by Tenant, whether with or without the consent of Landlord and notwithstanding receipt by Tenant of an invoice from Landlord for holdover rent, will operate to extend the Term.

ARTICLE 3.00 OCCUPANCY AND USE

3.01Use. The Premises shall be used and occupied only for the Permitted Use. Tenant shall occupy the Premises, conduct its business and control its agents, employees, invitees and visitors in such a manner as is lawful and reputable and will not create a nuisance, unreasonably interfere with Building operations or affect the structural integrity or design capabilities of the Building. Tenant shall not permit any waste on the Premises.

3.02Signs. No sign of any type or description visible from outside the Premises may be erected, placed or painted on or about the Premises or Building by Tenant, except those signs existing at the Premises on the Commencement Date or thereafter submitted to Landlord in writing and approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Such permitted signs shall be installed at Tenant’s sole cost and expense in conformance with all Legal Requirements and must be removed by Tenant in accordance with the conditions allowing their erection upon expiration or termination of the Lease. Any damage from such removal shall be repaired at Tenant’s sole cost and expense.

3.03Compliance with Laws. Tenant, at Tenant’s sole cost and expense, shall comply with all laws, ordinances, orders, rules and regulations now in effect or enacted subsequent to the date hereof (“Legal Requirements”) of state, federal, municipal or other agencies or bodies having jurisdiction over Tenant or the use, condition and occupancy of the Premises. Notwithstanding anything to the contrary contained in this Lease, Tenant shall not be responsible for ensuring the Premises complies with Legal Requirements when (i) such Legal Requirements do not relate to Tenant’s particular manner of use of the Premises; (ii) a notice of violation or order was issued prior to the Commencement Date of this Lease; or (iii) such Legal Requirements require investigating, certifying, monitoring, encapsulating, removing or in any way dealing with asbestos or hazardous substances unless such asbestos or hazardous substances were introduced into the Premises by Tenant.

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Landlord shall comply with all Legal Requirements of state, federal, municipal or other agencies or bodies having jurisdiction over Landlord with respect to the Premises. Landlord represents and warrants to Tenant that, to Landlord’s knowledge, on the Commencement Date, the Premises are in compliance in all material respects with applicable Legal Requirements and applicable instruments affecting title to the Land.

3.04Quiet Possession. Landlord warrants that it has the right and authority to execute this Lease. So long as Tenant is not in default of the Lease beyond applicable notice and/or cure periods, Tenant will be entitled to the quiet enjoyment and possession of the Premises during the Term in accordance with the terms hereof.

3.05Inspection. Landlord or its authorized agents may, upon twenty four (24) hours’ prior notice (except in the event of an emergency when notice is not required), enter the Premises to inspect the same; to determine Tenant’s compliance with the terms hereof; to show the Premises to prospective purchasers, tenants or existing or prospective Mortgagees; or to improve or repair the Premises or any other portion of the Building. Landlord shall take all reasonable measures not to materially interrupt Tenant’s use of the Premises during visits.

3.06Hazardous Waste. The term “Hazardous Substances,” as used in this Lease means pollutants, contaminants, toxic or hazardous wastes, or any other substances, the presence or use of which is regulated, restricted or prohibited by any “Environmental Law,” which term means any federal, state or local law, ordinance or other statute of a governmental or quasi-governmental authority relating to pollution or protection of the environment. Tenant hereby agrees that (i) no activity will be conducted on the Premises by Tenant that will produce any Hazardous Substance, except for such activities that are part of the ordinary course of Tenant’s business activities, including, without limitation, Tenant’s activities contemplated by the Permitted Use (the “Permitted Activities”), provided said Permitted Activities are conducted in accordance with all Environmental Laws and Tenant shall obtain all required permits and pay all fees and provide any testing required by any governmental agency; and (ii) the Premises will not be used by Tenant in any manner for the storage of any Hazardous Substances except for the storage of such materials that are used in the ordinary course of Tenant’s business (the “Permitted Materials”), provided such Permitted Materials are properly stored in a manner and location meeting all Environmental Laws and Tenant shall obtain any required permits and pay any fees and provide any testing required by any governmental agency. Upon the expiration or earlier termination of this Lease, Tenant shall cause all Hazardous Substances placed on the Premises by Tenant to be removed, at Tenant’s cost and expense, from the Premises and disposed of in strict accordance with the Environmental Laws. Tenant shall indemnify, defend (by counsel reasonably acceptable to Landlord), protect, and hold harmless Landlord from and against any and all claims, liabilities, penalties, fines, judgment, forfeitures, losses, costs (including clean-up costs) or expenses (including reasonable attorney’s fees, consultant’s fees and expert’s fees) for the death of or injury to any person or damage to any property whatsoever, arising from or caused by Tenant’s violation of this Section 3.06 of this Lease.

3.07Parking and Road Use. Any parking areas located on the Land are appurtenant to the Premises and Tenant shall have the non-exclusive right to use such parking areas on a first come-first serve basis throughout the Term at no additional cost to Tenant.

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3.08Permits. Tenant shall, at its sole cost, be responsible for all permits with respect to the operation of its business and use and occupancy of the Premises and will provide copies of such permits to Landlord within thirty (30) days of receipt of a written request of Landlord.

ARTICLE 4.00 UTILITIES AND SERVICE

4.01 Building Services. Tenant acknowledges that, on the Commencement Date, there are adequate (a) water and sewer service connections to the Premises, (b) electricity service connections to the electrical box mounted on the outside of the Premises, (c) telephone service connections to the telephone box adjacent to the Premises, and (d) HVAC service connections to the Premises. Tenant has arranged for connection to such services and shall pay directly to the appropriate supplier all costs of utility services to the Premises. Landlord shall not be responsible for any failure or interruption, for any reason, of utility services (including HVAC, electricity, water, etc.), and no failure to furnish, or interruption of, such services shall give rise to any abatement, diminution or reduction of Tenant’s obligations under this Lease.

Notwithstanding the foregoing, if the Premises shall lack any “essential service”, thereby rendering all or any portion of the Premises “untenantable” for a period of three (3) consecutive business days after Landlord’s receipt of written notice from Tenant of such condition and such interruption was caused as a result of the negligent acts or willful misconduct of the Landlord, its agents, employees or contractors, then provided that (i) such untenantability and Landlord’s inability to cure such condition does not arise out of or result from any act, omission, default or neglect of Tenant or Tenant’s agents, employees or contractors, and (ii) Tenant actually ceases operating its business in the affected portion of the Premises for all of such three (3) business day period, then Base Rent and Additional Rent payable hereunder shall thereafter be equitably abated on a day-for-day basis until the date such essential service is substantially restored or the date Tenant resumes business operations in the affected portion of the Premises. For purposes hereof the term “essential service” shall mean HVAC, electricity, water, and sewer.

ARTICLE 5.00 REPAIRS AND MAINTENANCE

5.01Existing Conditions. Tenant acknowledges that it is in possession of the Premises and accepts the Premises pursuant to this Lease in its “AS IS” condition.

5.02Landlord Repairs and Maintenance. Landlord shall maintain in good repair and condition consistent with the standards of similar buildings in the vicinity of the Building, the (i) roof, foundation, surfaces and structural soundness of interior and exterior walls (excluding windows, window glass, plate glass, doors, store fronts, uninsured losses, and damages caused by Tenant or any third party), (ii) plumbing, electrical, heating, ventilating and air-conditioning and other mechanical systems serving the Building and the Premises and (iii) parking areas, driveways, and walkways serving the Building. Other than to the extent reflected in Operating Costs, Landlord’s costs of maintaining the items set forth in this section shall be at Landlord’s sole cost and expense unless the same were specifically requested by Tenant and shall in all cases be done in a good and workmanlike manner and in accordance with all Legal Requirements.

5.03Intentionally Omitted.

5.04Intentionally Omitted.

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5.05Tenant Damages. Tenant shall not allow any damage to be committed to any portion of the Premises, and at the termination of this Lease Tenant shall deliver the Premises to Landlord in the condition and repair Tenant is required to maintain the Premises under this Lease. Tenant shall be responsible for all personal property of Tenant placed in the Premises and all such personal property placed at the Premises shall be at the sole risk of Tenant.

ARTICLE 6.00 ALTERATIONS AND IMPROVEMENTS

6.01Intentionally omitted.

6.02Tenant Improvements. Tenant shall not make or allow to be made any alterations or physical additions in or to the Premises or the Building (“Tenant Alterations”) without complying with all Legal Requirements and without first obtaining the written consent of Landlord, which consent Landlord may grant or withhold in its reasonable discretion. Notwithstanding anything herein to the contrary, (i) Tenant shall have the right to make non- structural alterations to the Premises without obtaining Landlord’s prior consent provided that the cost of such alterations does not exceed Ten Thousand and No/100 Dollars ($10,000.00) in any one instance, and such alterations within the Premises do not otherwise adversely affect the Building or any mechanical, electrical or plumbing systems within the Building; and (ii) Landlord’s consent shall not be required with respect to cosmetic changes (such as changing carpets, floor coverings, wall coverings and paint).

Any Tenant Alterations shall be made or performed at Tenant’s sole cost and expense and in a good, workmanlike and lien free manner. All Tenant Alterations are the property of Landlord and must be surrendered to Landlord upon the termination of this Lease without credit to Tenant. This clause does not apply to removable equipment, furniture, removable trade fixtures, and personal property owned by Tenant, which may be removed by Tenant at the end of the Term, provided that Tenant repairs any damage caused by such removal. Upon completion of any Tenant Alterations, Tenant shall provide Landlord copies of proof of payment for all labor and materials (including the general contractor’s final lien waiver).

Tenant, at its own cost and expense and without Landlord’s prior approval, may erect such equipment and trade fixtures (collectively “Trade Fixtures”) in the ordinary course of its business provided that such items do not alter the basic character of the Premises, do not overload or damage the Premises, and the construction, erection, and installation thereof complies with all Legal Requirements. Upon expiration or earlier termination or this Lease, Tenant shall remove its Trade Fixtures and shall repair any damage caused by such removal.

ARTICLE 7.00 CASUALTY AND INSURANCE

7.01Notice of Destruction. If the Premises or any part thereof are damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord.

7.02Casualty Damage. If, in the reasonable judgment of Landlord, it is likely that the Premises and the Building thereon are able to be repaired or restored within thirty (30) days following the casualty, Landlord, at Landlord’s expense, shall promptly cause such repairs or restoration to be made within such thirty (30) day period, and during the time the Premises or any material portion of the improvements thereon are untenantable, the Base Rent and Additional Rent

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shall be abated. Notwithstanding the foregoing, Landlord shall not be obligated to repair or restore the Premises or the Building if: (1) the Premises or the Building is totally destroyed by fire or other casualty; (2) the proceeds of insurance required to be maintained by Tenant under this Lease are insufficient to pay in full the cost of repairing or restoring the Premises or the Building; (3) the Premises or Building is damaged by fire or other casualty and applicable law would prevent rebuilding to substantially the condition prior to such fire or casualty; (4) any Mortgagee requires the insurance proceeds payable as a result of such casualty to be applied to the payment of the mortgage debt, or (5) the Premises or the Building is materially damaged and less than two (2) years remain on the Term on the date of such casualty.

If Landlord reasonably determines that the Premises and the Building thereon are not likely to be repaired or restored within thirty (30) days following the casualty, Landlord shall notify Tenant within fifteen (15) days after the casualty, and either Landlord or Tenant, at its option, may elect to terminate the Lease by written notice given to the other within fifteen (15) days after the date of Landlord’s notice to Tenant, and Base Rent and Additional Rent shall be pro-rated to the date of the casualty. If neither Landlord nor Tenant elects to terminate this Lease as aforesaid, Landlord, at Landlord’s expense, shall cause the Premises to be repaired or restored as soon as is commercially reasonable, but during the time that the Building is untenantable, the Base Rent and Additional Rent shall be abated; provided that if only a portion of the Building is untenantable and Tenant is able to conduct its operations on the remaining portion, Base Rent and Additional Rent shall be abated pro rata as to the portion of the Building that is rendered unusable by Tenant until such time as the damaged portions of the Building are repaired and made usable by Landlord. If neither Landlord nor Tenant elects to terminate this Lease as aforesaid and the Premises are not restored within one hundred eighty (180) days following the casualty (subject to delays resulting from an act of God or event of force majeure, and provided that the fire or casualty is not the result of any act or omission of Tenant), Landlord and Tenant shall use commercially reasonable efforts to agree on an extension of such 180 day period; provided that if, within ten (10) days following the expiration of such 180 day period, Landlord and Tenant do not agree on an extension of such 180 day period, Tenant shall have the right to terminate this Lease by written notice given to Tenant within fifteen (15) days after the expiration of such 180 day period. Landlord shall be entitled to receive the proceeds of insurance, including insurance carried by Tenant, relating to the costs to repair or restore the Premises and Building as aforesaid.

Tenant agrees that Landlord has no obligation to repair or rebuild Tenant Alterations or Tenant’s furniture, fixtures or personal property. Upon completion of the Landlord improvements, Tenant shall rebuild or repair the Tenant Alterations to the same condition in which they existed prior to the damage.

7.03Landlord’s Insurance. Landlord shall at all times during the Term of this Lease maintain a fire and extended coverage policy of insurance issued by a solvent insurance company, insuring the Building in an amount equal to the full replacement cost thereof; provided that Landlord shall not be obligated in any way or manner to insure any Tenant Alterations or any personal property (including, but not limited to, any furniture, machinery, goods, inventory or supplies) of Tenant upon or within the Premises, or any fixtures installed or paid for by Tenant upon or within the Premises.

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7.04Waiver of Subrogation. ANYTHING IN THIS LEASE TO THE CONTRARY NOT WITHSTANDING, LANDLORD AND TENANT HEREBY WAIVE AND RELEASE EACH OTHER OF AND FROM ANY AND ALL RIGHT OF RECOVERY, CLAIM, ACTION OR CAUSE OF ACTION, AGAINST EACH OTHER, THEIR AGENTS, OFFICERS, EMPLOYEES OR ANY PARTY CLAIMING BY, THROUGH OR UNDER LANDLORD OR TENANT, FOR ANY LOSS OR DAMAGE THAT MAY OCCUR TO THE PREMISES, IMPROVEMENTS TO THE BUILDING OF WHICH THE PREMISES IS A PART, OR PERSONAL PROPERTY WITHIN THE BUILDING, BY REASON OF FIRE, EXPLOSION, OR ANY OTHER OCCURRENCE, REGARDLESS OF CAUSE OR ORIGIN, INCLUDING NEGLIGENCE OF LANDLORD OR TENANT AND THEIR AGENTS, OFFICERS AND EMPLOYEES WHICH LOSS OR DAMAGE IS (OR WOULD HAVE BEEN, HAD THE INSURANCE REQUIRED BY THIS LEASE BEEN MAINTAINED) COVERED BY INSURANCE. LANDLORD AND TENANT AGREE IMMEDIATELY TO GIVE THEIR RESPECTIVE INSURANCE COMPANIES WHICH HAVE ISSUED POLICIES OF INSURANCE COVERING ALL RISK OF DIRECT PHYSICAL LOSS, WRITTEN NOTICE OF THE TERMS OF THE MUTUAL WAIVERS CONTAINED IN THIS SECTION AND TO HAVE THE INSURANCE POLICIES PROPERLY ENDORSED, IF NECESSARY, TO PREVENT THE INVALIDATION OF THE INSURANCE COVERAGES BY REASON OF THE MUTUAL WAIVERS.

7.05Hold Harmless.

(a)TENANT AGREES THAT LANDLORD IS NOT, AND DURING THE TERM HEREOF LANDLORD WILL NOT BE, LIABLE TO TENANT OR TENANT’S EMPLOYEES, AGENTS, INVITEES, LICENSEES OR VISITORS, OR TO ANY OTHER PERSON, CLAIMING BY, THROUGH OR UNDER TENANT FOR AN INJURY TO PERSON OR DAMAGE TO PROPERTY ON OR ABOUT THE PREMISES OR FOR LOSS OF OR DAMAGE TO TENANT’S BUSINESS CAUSED BY ANY ACT OR OMISSION OF LANDLORD, ITS AGENTS, SERVANTS OR EMPLOYEES, OR OF ANY OTHER PERSON ENTERING UPON THE PREMISES UNDER EXPRESS OR IMPLIED INVITATION BY TENANT, IN EACH CASE TO THE EXTENT THE FOREGOING IS COVERED BY INSURANCE REQUIRED TO BE MAINTAINED UNDER THIS LEASE.

(b)LANDLORD AGREES THAT TENANT IS NOT, AND DURING THE TERM HEREOF TENANT WILL NOT BE, LIABLE TO LANDLORD OR LANDLORD’S EMPLOYEES, AGENTS, INVITEES, LICENSEES OR VISITORS, OR TO ANY OTHER PERSON, CLAIMING BY, THROUGH OR UNDER LANDLORD FOR AN INJURY TO PERSON OR DAMAGE TO PROPERTY ON OR ABOUT THE PREMISES OR FOR LOSS OF OR DAMAGE TO LANDLORD’S BUSINESS CAUSED BY ANY ACT OR OMISSION OF TENANT, ITS AGENTS, SERVANTS OR EMPLOYEES, OR OF ANY OTHER PERSON ENTERING UPON THE PREMISES BY EXPRESS OR IMPLIED INVITATION OF LANDLORD, IN EACH CASE TO THE EXTENT THE FOREGOING IS COVERED BY INSURANCE REQUIRED TO BE MAINTAINED UNDER THIS LEASE.

7.06Tenant’s Insurance.

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(a)At all times commencing on and after the Commencement Date, Tenant shall carry and maintain, at its sole cost and expense:

1.Commercial General Liability Insurance, including contractual liability, on an occurrence basis, in limits of not less than $2,000,000.00 for bodily and personal injury or death and property damage in, upon or about the Premises in any one occurrence, and $2,000,000.00 in the aggregate;

2.All Risks of Physical Loss Insurance, including fire and extended coverage, vandalism and malicious mischief, written at full replacement cost value and with a replacement cost endorsement, and sufficient to prevent Landlord, Tenant or any Mortgagee from becoming a coinsurer under the policy, covering all of Tenant’s personal property and Tenant Alterations in the Premises;

3.Workers’ Compensation Insurance as required by the state in which the Premises is located and in amounts as may be required by applicable statute; and

The foregoing insurance policies shall be written by reputable insurance companies authorized to do business in the Commonwealth of Massachusetts and reasonably acceptable to Landlord. All policies of insurance described in subparagraph (a)(1) of this Section shall name Landlord and any Mortgagee as an additional insured. Tenant shall furnish Landlord with certificates evidencing the maintenance of such insurance and the payment of the premiums therefor, and with renewals thereof at least ten (10) days prior to the expiration of any such policy. Such policies shall provide that they will not be cancelled or materially altered without giving Landlord at least thirty (30) days’ prior written notice thereof. If Tenant fails to maintain insurance as required hereunder or fails to deliver to Landlord certificates evidencing the current effectiveness of such insurance, Landlord may (but shall not be obligated to) secure or pay the premium for any such policy or policies and charge Tenant, as Additional Rent, the cost of such premiums. Each policy of insurance carried by Tenant hereunder shall (A) provide that any loss shall be payable notwithstanding any act or negligence of Tenant, Landlord, or others that might otherwise result in a forfeiture of insurance, (B) contain a waiver of subrogation provision, and (C) be primary and non-contributing with any insurance that may be carried by Landlord or a Mortgagee.

(b)Before any repairs, alterations, additions, improvements, or construction are undertaken by or on behalf of Tenant, Tenant shall carry and maintain, at its expense, or Tenant shall require any contractor performing work on the Premises to carry and maintain, at no expense to Landlord, in addition to Workers’ Compensation Insurance, All Risk Builder’s Risk Insurance in the amount of the full replacement cost of any alterations, additions or improvements and Commercial General Liability Insurance of not less than $1,000,000.00 per claim and $2,000,000.00 in the aggregate and adding “the named Landlord hereunder (or any successor thereto), and its respective members, principals, beneficiaries, partners, officers, directors, employees, agents and any Mortgagee(s)”, and other designees of Landlord as the interest of such designees appear, as additional insureds (collectively referred to as the “Additional Insureds”) as to the Commercial General Liability Insurance only.

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(c)Tenant shall be solely responsible for payment of premiums for all insurance required to be maintained by Tenant hereunder. The limits of Tenant’s insurance do not in any manner limit Tenant’s liability under this Lease.

ARTICLE 8.00 CONDEMNATION

8.01Substantial Taking. If all or a substantial portion of the Premises or a substantial portion of the Building (even though the Premises is not taken) are taken for any public or quasi- public use under any governmental law, ordinance or regulation, or by right of eminent domain or by purchase in lieu thereof, then Landlord or Tenant may, but is not required to, terminate this Lease, and, if terminated, Base Rent and Additional Rent shall abate during the unexpired portion of this Lease effective on the date title or physical possession is taken by the condemning authority, whichever occurs first.

8.02Partial Taking. If a portion of the Premises or a portion of the Building are taken as set forth in Section 8.01 above and the remaining portion of the Premises and the Building are adequate for the continued use of the Premises for the purpose then used, then Landlord shall, at Landlord’s sole risk and expense, restore and reconstruct the Premises, and the Landlord improvements to the extent necessary to make it reasonably tenable; provided, if (a) the damages received by Landlord are insufficient to cover the costs of restoration, or (b) any Mortgagee requires the proceeds payable as a result of such taking to be applied to the payment of the mortgage debt, or (c) the taking occurs within the last two years of the Term, then Landlord may terminate this Lease. Landlord shall have no obligation to restore any Tenant Alterations. Upon completion of restoration or reconstruction of the Landlord’s improvements, Tenant shall restore or reconstruct the Tenant Alterations to the same condition in which they existed prior to the damage, provided, Landlord makes the condemnation proceeds associated with the Tenant Alterations and paid to Landlord, if any, available to Tenant. The Base Rent and Additional Rent payable under this Lease during the unexpired portion of the Term will be adjusted to such an extent as is fair and reasonable under the circumstances, and in proportion to the square footage of the Premises taken and not restored.

8.03Awards. In the event of any taking as set forth above, Tenant may seek a separate award for any loss of improvements made or paid for by Tenant, its personal property, and its moving expenses (so long as no such claim diminishes Landlord’s claim or award), but all other claims of any nature shall belong to Landlord. In the event Tenant does not receive such a separate award, Landlord shall be entitled to receive any and all sums awarded for the taking.

ARTICLE 9.00 ASSIGNMENT OR SUBLEASE

9.01Landlord Assignment. Landlord is entitled to sell, transfer or assign, in whole or in part, its rights and obligations under this Lease and in the Premises. Any such sale, transfer or assignment shall release Landlord from all liabilities under this Lease arising after the date of such sale, assignment or transfer, and Tenant agrees to look solely to the successor in interest of Landlord for the performance of such obligations.

9.02Tenant Assignment without Consent. Tenant shall not assign, in whole or in part, this Lease, or allow it to be assigned, in whole or in part, or mortgage or pledge the same or sublet

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the Premises, in whole or in part, without the prior written consent of Landlord; provided that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of the Lease or a subletting of the Premises provided that the financial condition of the assignee or subtenant is reasonably acceptable to Landlord. In no event will any assignment or sublease ever release Tenant from any obligation or liability hereunder.

Notwithstanding anything in this Lease to the contrary, Tenant may, without Landlord’s consent, assign this Lease, sublet the Premises and grant concessions and licenses for the occupancy of the Premises, to (i) any successor or assignee of Tenant resulting from any merger, consolidation or reorganization of Tenant, (ii) any assignee which acquires all, or substantially all of the stock, membership interests or business assets of Tenant and assumes all obligations of Tenant, including those set forth in this Lease, or (iii) any affiliate of Tenant (in each case a “Permitted Assignment”); provided, the financial condition of such successor or assignee is reasonable acceptable to Landlord. For purposes hereof, affiliate means an entity that controls, is controlled by or is under common control with Tenant, and the term “control” means the possession, directly, or indirectly, of the power to direct or cause the direction of the management and policies of Tenant, whether through ownership of voting securities, by contract, or otherwise.

9.03Conditions of Assignment. With the exception of a Permitted Assignment, if Tenant desires to assign or sublet all or any part of the Premises it must so notify Landlord at least seven (7) days in advance of the date on which Tenant desires to make such assignment or sublease. With the exception of a Permitted Assignment, within five (5) business days after Landlord’s receipt of Tenant’s proposed assignment or sublease, Landlord is entitled to exercise any of the following options: (1) consent to the proposed assignment or sublease, or (2) refuse to consent to the proposed assignment or sublease. Landlord’s failure to respond within such five (5) business day period shall be deemed a consent. If Landlord exercises option (1) above, and thereafter an Event of Default occurs, Landlord, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the subtenant all rents becoming due to Tenant by reason of the sublease and such amounts collected shall be credited against amounts due under this Lease. Tenant agrees that any collection directly by Landlord from the subtenant may not be construed as, or constitute, a novation or a release of Tenant from the further performance of its obligations under this Lease.

9.04Subordination. Contemporaneously with the execution of this Lease, Landlord, Tenant and any mortgagee (a “Mortgagee”) with a recorded mortgage or assignment of leases and rents (collectively a “Lien”) presently existing on the Premises, Building or Land shall enter into a subordination, non-disturbance and attornment agreement (“SNDA”), providing, among other things, that the Lease is subject and subordinate to the Lien and any renewals thereof, and if the interests of Landlord under this Lease are transferred by reason of foreclosure or other proceedings for enforcement of any Lien on the Premises, Building or Land, Tenant agrees to be bound to the transferee (sometimes called the “Purchaser”), under the terms, covenants and conditions of this Lease for the balance of the Term remaining, including any extensions or renewals, with the same force and effect as if the Purchaser were Landlord under this Lease, and, provided that Tenant is not then in default under this Lease, Purchaser agrees to be bound to Tenant under the terms, covenants and conditions of this Lease for the balance of the Term, including any extensions or renewals thereof. The subordination of this Lease to any future mortgage shall be conditioned upon the Mortgagee thereunder entering into its customary SNDA with Tenant, and Tenant agrees

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to execute, acknowledge and deliver, such customary subordination, nondisturbance and attornment agreement upon the request of any such Mortgagee.

9.05Estoppel Certificates. Tenant and Landlord agree to furnish, from time to time, within twenty (20) days after receipt of a written request from the other party, a written statement (an “Estoppel Certificate”) certifying, if applicable, the following: Tenant is in possession of the Premises; the Lease is in full force and effect; the Lease is unmodified, except as described therein; Tenant claims no present charge, lien, or claim of offset against Base Rent; the Base Rent is paid for the current month, but is not prepaid for more than one month and will not be prepaid for more than one month in advance; there is no existing default by such party under the Lease, or, to its knowledge, any default by the other party to the Lease; and such other matters as may be reasonably requested by such party.

ARTICLE 10.00 INTENTIONALLY OMITTED

ARTICLE 11.00 DEFAULT AND REMEDIES

11.01Default by Tenant. The following events shall constitute an “Event of Default” by Tenant under this Lease:

(a)Tenant fails to pay any installment of Base Rent or Additional Rent within ten (10) days following Tenant’s receipt of written notice from Landlord of Tenant’s failure to pay such amounts when due; provided, however, Landlord shall not be obligated to send such written notice more than two (2) times during any twelve (12) month period;

(b)Tenant fails to comply with any term, provision or covenant of this Lease, other than the payment of Base Rent or Additional Rent, and such failure continues for more than thirty (30) days following written notice given by Landlord to Tenant setting forth Tenant’s failure to perform; provided that in the event that the nature of such default is such that it cannot be cured within such thirty (30) day period, then an Event of Default shall not be deemed to have occurred under this subparagraph (b) unless Tenant fails to commence a cure within the thirty (30) day period and thereafter fails to diligently pursue such cure to completion within sixty (60) days after written notice of such default is first given by Landlord to Tenant;

(c)Tenant files, causes to be filed or has filed against it a petition in bankruptcy or is adjudged bankrupt or insolvent under any applicable federal or state bankruptcy or insolvency law, or admits that it cannot meet its financial obligations as they become due; or a receiver or trustee is appointed for all or substantially all of the assets of Tenant; or Tenant makes a transfer in fraud of creditors or makes an assignment for the benefit of creditors; or

(d)Tenant does or permits to be done any act, which results in a lien (of any nature) being filed against the Premises or the Building and does not insure or bond around such lien within thirty (30) days of its filing and in any event have same removed within sixty (60) days; or

11.02Remedies for Tenant’s Default. Upon the occurrence of any Event of Default, Landlord is entitled to pursue any one or more of the remedies set forth herein without any notice or demand.

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(a)Without declaring the Lease terminated, Landlord may enter upon and take possession of the Premises, by picking or changing locks if necessary, and lock out, expel or remove Tenant and any other person who may be occupying all or any part of the Premises without being liable for any claim for damages, and relet the Premises on behalf of Tenant and receive the rent directly by reason of the reletting. Tenant agrees to pay Landlord on demand any deficiency that may arise by reason of any reletting of the Premises; further, Tenant agrees to reimburse Landlord for any reasonable, actual expenditures made by it in order to secure possession of and relet the Premises, including, but not limited to, advertising costs, leasing commissions, lease incentives, remodeling and repair costs and reasonable attorney’s fees and disbursements.

(b)Without declaring the Lease terminated, Landlord may enter upon the Premises, by picking or changing locks if necessary, without being liable for any claim for damages, and do whatever Tenant is obligated to do under the terms of this Lease. Tenant agrees to reimburse Landlord on demand for any expenses which Landlord may incur in effecting compliance with Tenant’s obligations under this Lease including reasonable attorney’s fees and disbursements.

(c)Landlord may terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord, and if Tenant fails to surrender the Premises, Landlord may, without prejudice to any other remedy which it may have for possession or arrearage in rent, enter upon and take possession of the Premises, by picking or changing locks if necessary, and lock out, expel or remove Tenant and any other person who may be occupying all or any part of the Premises without being liable for any claim for damages. Tenant agrees to pay on demand the amount of all loss and damage which Landlord may suffer by reason of the termination of this Lease under this section, including without limitation, loss and damage due to the failure of Tenant to maintain and or repair the Premises as required hereunder and/or due to the inability to relet the Premises on terms satisfactory to Landlord or otherwise, and any reasonable, actual expenditures made by Landlord in order to secure possession of and relet the Premises, including, but not limited to, advertising costs, leasing commissions, lease incentives, and remodeling and repair costs and reasonable attorney’s fees and disbursements. In addition, upon termination Landlord may collect from Tenant (1) any unpaid Base Rent and other amounts accrued hereunder to the date of termination, including interest, and (2) all leasing commissions paid by Landlord with respect to this Lease; and (3) liquidated damages in an amount equal to (A) the total Base Rent and Additional Rent that Tenant would have been required to pay for the remainder of the Term following the date of termination discounted to present value as of the date of termination at a percentage rate per annum equal to the then current rate paid by the United States government on ten (10) year Treasury Notes, minus (B) the then present fair gross rental value of the Premises for such period, similarly discounted taking into consideration the average length of time it takes to lease comparable premises in the Premises submarket. Notwithstanding anything contained in this Lease to the contrary, this Lease may be terminated by Landlord only by mailing or delivering written notice of such termination to Tenant, and no other act or omission of Landlord constitutes a termination of this Lease.

(d)If Landlord exercises its remedy to lock out Tenant in accordance with any provision of this Lease, Tenant agrees that no notice is required to be posted by Landlord on any door to the Premises (or elsewhere) disclosing the reason for such action or any other information, and that Landlord is not obligated to provide a key to the changed lock to Tenant unless Tenant

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has first: (i) brought current all payments due to Landlord under this Lease (unless Landlord has permanently repossessed the Premises or terminated this Lease, in which event payment of all past due amounts will not obligate Landlord to provide a key); and (ii) fully cured and remedied to Landlord’s satisfaction all other Events of Default.

(e)All of Landlord’s rights and remedies set forth herein are cumulative and pursuit of any remedy specified in this Lease will not constitute an election to pursue that remedy only, nor preclude Landlord from pursuing any other remedy available at law or in equity, nor constitute a forfeiture or waiver of any rent or other amount due to Landlord as described herein.

11.03Landlord’s Default. Landlord shall not be in default of this Lease unless Landlord fails to perform any of its obligations hereunder within thirty (30) days after receipt of written notice from Tenant specifying such failure (unless such performance will, due to the nature of the obligation, require a period of time in excess of thirty (30) days, then after such period of time as is reasonably necessary to cure such default), with notice to Landlord’s Mortgagee as provided in Section 14.11 (each and any such failure being herein sometimes referred to as a “Landlord Default”). In the event of a Landlord Default, Tenant shall have all remedies available at law or in equity.

ARTICLE 12.00 INDEMNITIES; EXCULPATION

12.01TENANT’S INDEMNITIES. EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD, TO THE FULL EXTENT PERMITTED BY LAW, TENANT SHALL PROTECT, DEFEND, INDEMNIFY, AND SAVE HARMLESS LANDLORD FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, JUDGMENTS, DAMAGES, FINES, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS) ARISING OUT OF OR IN CONNECTION WITH (I) DAMAGE TO PROPERTY OR INJURY OR DEATH TO PERSONS, OR OTHER LOSSES OR CASUALTY ARISING OUT OF OR IN CONNECTION WITH TENANT’S USE OR OCCUPANCY OF THE PREMISES, AND (II) ANY BREACH, VIOLATION, OR NON- PERFORMANCE OF ANY COVENANT, CONDITION OR AGREEMENT IN THIS LEASE ON THE PART OF TENANT TO BE FULFILLED, KEPT, OBSERVED, OR PERFORMED.

12.02Exculpation. Except as otherwise provided in this Lease, Landlord shall not be liable to Tenant for any damage or injury to persons or property caused by any latent defects in the Premises or otherwise, including damages resulting from plumbing, electricity, wiring, water, drainage, breaking or bursting pipes, steam, fire, or explosion on the Premises, unless resulting from the negligence or willful misconduct of Landlord.

ARTICLE 13.00 SURRENDER OF PREMISES

13.01 13.01 Surrender of Premises. Upon expiration or sooner termination of the Term, Tenant shall immediately vacate the Premises, and shall leave the Premises broom clean and in as good condition as they were as of the Commencement Date of this Lease, ordinary wear and tear excepted, and shall remove all of its personal property (but may leave Tenant’s furniture at

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Tenant’s option) from the Premises, all at its own cost and expense; provided that all of Tenant’s Alterations that Tenant is required to surrender shall then become the Landlord’s property.

ARTICLE 14.00 ARTICLE 14.00 MISCELLANEOUS

14.01Waiver. Failure of a party to declare an Event of Default or Landlord Default (as applicable), immediately upon its occurrence, or delay in taking any action (including enforcement of remedies) in connection with an Event of Default or Landlord Default (as applicable), does not constitute and shall not be deemed a waiver of the Event of Default or Landlord Default (as applicable), and Landlord or Tenant (as applicable) is entitled to declare the Event of Default or Landlord Default (as applicable), at any time and take such action as is lawful or authorized under this Lease.

No act or thing done by Landlord or its agents during the Term may be deemed an acceptance of an attempted surrender of the Premises, and no agreement to accept a surrender of the Premises will be valid unless made in writing and signed by Landlord. No reentry or taking possession of the Premises by Landlord may be construed as an election on its part to terminate this Lease, unless a written notice of such intention, signed by Landlord, is given by Landlord to Tenant. Notwithstanding any such reletting or reentry or taking possession, Landlord may at any time thereafter elect to terminate this Lease for a previous Event of Default. No waiver of any provision of this Lease is effective unless such waiver is in writing and signed by the waiving party.

14.02Act of God or Force Majeure. An “act of God” or “force majeure” is defined for purposes of this Lease as strikes, lockouts, sitdowns, material or labor restrictions by any governmental authority, unusual transportation delays, riots, floods, washouts, explosions, earthquakes, fire, storms, weather (including wet grounds or inclement weather which prevents construction), acts of the public enemy, acts of terrorism, wars, insurrections and any other cause not reasonably within the control a party and which by the exercise of due diligence a party is unable, wholly or in part, to prevent or overcome. Neither Landlord nor Tenant is required to perform any non-financial covenant or obligation in this Lease, or be liable in damages to the other, so long as the performance or nonperformance of the covenant or obligation is delayed, caused or prevented by an act of God, force majeure or by the other party; provided, however, that nothing in this Section 14.02 shall excuse or delay Tenant’s obligations to make timely payments of rent due hereunder.

14.03Attorney’s Fees. The prevailing party in any litigation between the parties with respect to the terms, covenants, agreements or conditions of this Lease, shall be entitled to recover as part of its judgment, reasonable attorney’s fees and costs and expenses incurred therein.

14.04Successors. This Lease applies to, is binding upon and inures to the benefit of Landlord and Tenant and their respective successors and assigns.

14.05Captions. The captions appearing in this Lease are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of any section.

14.06Notice. All rent and other payments required to be made by Tenant shall be paid to Landlord at the address set forth in Section 1.05 or at such other address as Landlord may specify

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from time to time by written notice. All payments required to be made by Landlord to Tenant are payable to Tenant at the address set forth in Section 1.05 or at any other address as Tenant may specify from time to time by written notice. For purposes hereof, any notice or document required or permitted to be delivered by the terms of this Lease (other than delivery of rental payments) will be deemed to be delivered upon the earlier of actual receipt or (whether or not actually received) the next business day after being deposited with a nationally recognized overnight courier service, next business day delivery guaranteed, or the third business day after being deposited in the United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the parties at the respective addresses set forth in Section 1.05. Unless specifically authorized herein, any notice delivered via facsimile transmission or via email will not satisfy a requirement to give notice under the terms of this Lease.

14.07Submission of Lease. Submission of this Lease to Tenant for signature does not constitute a reservation of space or an option or offer to lease. This Lease is not deemed effective until execution by and delivery to both Landlord and Tenant.

14.08Representations, Warranties and Covenants.

(a)Tenant represents, warrants and covenants that it is now in a solvent condition; that no bankruptcy or insolvency proceedings are pending or contemplated by or against Tenant; and that the execution and delivery of this Lease by Tenant is duly authorized and does not contravene, result in a breach of, or constitute a default under any contract or agreement to which Tenant is a party or by which Tenant may be bound.

(b)Landlord represents, warrants and covenants that it is now in a solvent condition; that no bankruptcy or insolvency proceedings are pending or contemplated by or against Landlord; that the execution and delivery of this Lease by Landlord is duly authorized and does not contravene, result in a breach of, or constitute a default under any contract or agreement to which Landlord is a party or by which Landlord may be bound; that it is the fee simple owner of the Premises; and that, to Landlord’s knowledge, no covenants, restrictions, liens, or other encumbrances affecting the Premises prohibit the Permitted Use of the Premises.

14.09Severability. If any provision of this Lease or the application thereof to any person or circumstance is rendered invalid or unenforceable to any extent, the remainder of this Lease and the application of such provisions to other persons or circumstances remains unaffected thereby and continues to be enforced to the greatest extent permitted by law.

14.10Survival. All obligations of Tenant hereunder not fully performed as of the expiration or earlier termination of the Term shall survive the expiration or earlier termination of the Term, including, without limitation, all payment obligations and all obligations concerning the condition of the Premises.

14.11Notice to Mortgagees. Provided Landlord notifies Tenant of the name and address of Landlord’s existing or proposed Mortgagee, Tenant agrees to serve written notice of any Landlord Default claimed under this Lease upon any such Mortgagee, and no notice of any Landlord Default will be effective unless such notice is served upon said Mortgagee; notwithstanding anything to the contrary contained herein, Tenant agrees to allow such Mortgagee

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the same period following receipt of such notice to cure such default or breach as is afforded Landlord; provided that, in the event it is necessary for such Mortgagee to foreclose on the property of which the Premises is a part in order to cure such Landlord’s Default, such Mortgagee will be entitled to such additional time as is necessary to cure such Landlord’s Default.

14.12Recordation. At the request of Landlord, a memorandum of lease shall be executed by the parties and recorded in the applicable real estate records at the expense of Landlord. Tenant shall not record this Lease or any memorandum of this lease or short form of this lease in the public records without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole and absolute discretion.

14.13Counterparts; Delivery. This Lease may be executed in two or more counterparts, and it is not necessary that any one of the counterparts be executed by all of the parties hereto. Each fully or partially executed counterpart constitutes an original, but all such counterparts taken together constitute but one and the same instrument. This Lease may be delivered by electronic transmission with the same effect as delivery of an original.

14.14Governing Law/Venue. THIS LEASE SHALL BE CONSTRUED UNDER AND IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE THE PREMISES IS LOCATED AND THE LAWS OF THE UNITED STATES OF AMERICA AS APPLICABLE TO TRANSACTIONS WITHIN THE STATE WHERE THE PREMISES IS LOCATED.

14.15Intentionally omitted.

14.16Time of Essence. With respect to all required acts of the parties, time is of the essence of this Lease. Notwithstanding the foregoing, if the last day of any time period stated herein shall fall on a Saturday, Sunday or legal holiday, then the duration of such time period shall be extended so that it shall end on the next succeeding day which is not a Saturday, Sunday or legal holiday.

14.17Taxes and Tenant’s Property. Tenant is solely liable for all taxes levied or assessed against personal property, furniture or fixtures placed by Tenant in the Premises. If any such taxes for which Tenant is liable are levied or assessed against Landlord or Landlord’s property and if Landlord elects to pay the same or if the assessed value of Landlord’s property is increased by inclusion of personal property, furniture or fixtures placed by Tenant in the Premises, and Landlord elects to pay the taxes based on such increase, Tenant shall pay Landlord upon demand that part of such taxes for which Tenant is liable hereunder.

14.18Exhibits. All exhibits, attachments, riders and addenda referred to in this Lease are incorporated herein and made a part hereof for all intents and purposes.

14.19Entire Agreement. IT IS EXPRESSLY AGREED BY LANDLORD AND TENANT, AS A MATERIAL CONSIDERATION FOR THE EXECUTION OF THIS LEASE, THAT THIS LEASE, WITH THE SPECIFIC REFERENCES TO WRITTEN EXTRINSIC DOCUMENTS, IS THE ENTIRE AGREEMENT OF THE PARTIES; THAT THERE ARE, AND WERE, NO VERBAL REPRESENTATIONS, WARRANTIES, UNDERSTANDINGS, STIPULATIONS, AGREEMENTS OR PROMISES PERTAINING TO THIS LEASE OR TO

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THE EXPRESSLY MENTIONED WRITTEN EXTRINSIC DOCUMENTS NOT INCORPORATED IN WRITING IN THIS LEASE.

14.20Amendment. THIS LEASE MAY NOT BE ALTERED, WAIVED, AMENDED OR EXTENDED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY LANDLORD AND TENANT.

14.21Waiver of Jury Trial. LANDLORD AND TENANT HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT NOW OR HEREAFTER EXISTS WITH REGARD TO THIS LEASE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY LANDLORD AND TENANT, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LANDLORD OR TENANT IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

ARTICLE 15.00 OTHER PROVISIONS

15.01Mutual Waiver of Consequential Damages; Limitation of Liability. Notwithstanding any provision of this Lease to the contrary (including, without limitation, any indemnification provision), in no event shall Landlord, Tenant or any of their directors, officers, shareholders, employees, advisers or agents be responsible for interruption or loss of business, income or profits, or any other consequential, indirect or special damages. In the event that Landlord has any liability hereunder to Tenant for direct damages, such liability shall be limited to Landlord’s interest in the Premises and the Land.

15.02Subordination of Landlord’s Lien. Landlord hereby subordinates any rights which Landlord may have, as to any of Tenant’s furniture, fixtures, equipment, personal property, improvements and alterations, in the nature of a landlord’s lien, security interest or otherwise, to the lien of any institutional lender to whom Tenant grants a security interest in all or substantially all of Tenant’s assets.

ARTICLE 16.00 SIGNATURES / DATE OF EXECUTION

SIGNED as of the year and date first above written.

[Signature page follows]

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Landlord:		Tenant:
ALTAR BIDCO, INC., a Delaware corporation		AZENTA, INC. (f/k/a BROOKS AUTOMATION, INC.), a Delaware corporation
By:	/s/ Jim Carlisle	By:	/s/ Lindon Robertson
Name:	Jim Carlisle	Name:	Lindon Robertson
Title:	President	Title:	Chief Financial Officer

[Signature Page to Standard Commercial Lease]

Exhibit A

PREMISES

11 Elizabeth Drive

● 5,500 square feet of office/cubicle space

● 2,950 square feet of lab space

● 8,450 total square feet in B11

A-1

EX-10.2

Exhibit 10.2

STANDARD COMMERCIAL LEASE

ARTICLE 1.00 BASIC LEASE TERMS

1.01Parties. This Standard Commercial Lease (this “Lease”) is entered into as of this February 1, 2022 (the “Effective Date”) by and between ALTAR BIDCO, INC., a Delaware corporation (“Landlord”), and AZENTA, INC. (f/k/a BROOKS AUTOMATION, INC.), a Delaware corporation (“Tenant”).

1.02Premises. In consideration of the rents, terms, provisions and covenants of this Lease, Landlord hereby leases, lets and demises to the Tenant the following described premises (collectively, the “Premises”) as shown on Exhibit A attached hereto, located within the Building referenced below, which Building is located on that certain parcel of real property sometimes referred to herein as the “Land”.

“Premises”:	Approximately 17,800 rentable square feet
“Building”:	15 Elizabeth Drive
City, State, Zip Code:	Chelmsford, Massachusetts 65803

1.03Term. Landlord has previously delivered the Premises to Tenant and Tenant presently occupies the Premises. The initial term of this Lease (the “Initial Term”) shall commence on the Effective Date (also referred to herein as the “Commencement Date”) and shall expire on the date that is twenty-four (24) full calendar months after the Commencement Date, unless extended or sooner terminated pursuant hereto (the date that this Lease expires or is sooner terminated being referred to herein as the “Termination Date”).

1.04Base Rent. Base Rent for the Premises shall be:

Months of Term	Base Rent (per annum)	Base Rent (per month)
Commencement Date-last day of calendar month in which Commencement Date occurs	$0.00	$0.00
2-Termination Date	$675,360.00*	$56,280

*Annualized

1.05Addresses.

Landlord’s Address:	Tenant’s Address
Altar BidCo, Inc. c/o Thomas H. Lee Partners, L.P. 100 Federal Street Boston, Massachusetts 02110	Azenta, Inc. 15 Elizabeth Drive Chelmsford, MA 01824 Attention: Jason Joseph

Attention: Jim Carlisle, Michael K. Kaczmarek and Shari Wolkon Fax: (617) 227-3514 Email:jcarlisle@thl.com mkaczmarek@thl.com swolkon@thl.com
with a copy (which shall not constitute notice) to: Kirkland & Ellis LLP 300 North LaSalle Chicago, Illinois 60654 Attention:Ted M. Frankel, P.C., Cole Parker, P.C. and John Z. Kosir Email: ted.frankel@kirkland.com cole.parker@kirkland.comjohn.kosir@kirkland.com	With a copy (which shall not constitute notice) to: Mintz Levin Cohn Ferris Glovsky and Popeo, P.C. One Financial Center Boston, MA 02111 United States of America Attention: Michael L. Fantozzi, Esq. Facsimile:617-542-2241

1.06Permitted Use. Tenant may occupy and use the Premises during the Term for office, and for other uses incidental to any of the foregoing (the “Permitted Use”). Tenant may operate during such days and hours as Tenant may determine, without the imposition of minimum or maximum hours of operation by Landlord, and, subject to the terms of this Lease, Tenant shall have full-time access to the Premises, and may operate, twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year. Tenant and Landlord may occupy up to fifty percent (50%) of the shared space on a daily basis, and will not exceed fifty percent (50%) without the mutual agreement of the parties.

1.07Early Termination Option. So long as there exists no default either at the time of exercise or on the Early Termination Date (as hereinafter defined), the tenant named herein has not assigned any portion of this Lease nor sublet any portion of the Premises, Tenant shall have the option to terminate this Lease (the “Termination Right”) effective as of the date set forth in Tenant’s written notice to Landlord (the “Early Termination Date”) without penalty upon not less than ninety (90) days prior written notice to Landlord. Upon timely exercise of the Termination Right in compliance with the terms hereof, the Early Termination Date shall be deemed the Termination Date and Tenant shall surrender the Premises on or before the Early Termination Date in accordance with the terms of this Lease.

1.08Tenant’s Proportionate Share. “Proportionate Share” shall be a fraction, the numerator of which is the total rentable square footage of the Premises and the denominator of which is the total rentable square footage of the Building.

ARTICLE 2.00 RENT

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2.01Base Rent. Tenant agrees to pay monthly as Base Rent (if any) commencing on the first day of the calendar month following the Commencement Date, and continuing during the Term, the amount of Base Rent set forth in Section 1.04 of this Lease during the Initial Term. Tenant shall pay monthly installments of Base Rent on or before the first day of each calendar month commencing on the Commencement Date.

2.02Additional Rent. Any and all sums of money or charges required to be paid by Tenant under this Lease (other than Base Rent), whether or not the same be so designated, shall be considered “Additional Rent” and Tenant shall pay all applicable taxes thereon.

2.03Taxes. Tenant shall pay Tenant’s Proportionate Share of all real and personal property taxes and special assessments lawfully levied or assessed against the Premises and the Land and the personal property located on the Premises (“Taxes”) which are payable with respect to the period commencing on the Commencement Date and ending on the Termination Date. Such Taxes will be paid based on invoices provided by Landlord from time to time together with a copy of the applicable tax bill and proof of payment of the same by Landlord. In the event Landlord receives any such tax bills, notices of assessments, notices of increase, or other similar communications or bills relating to the Premises or the Land and fails to timely deliver an invoice for the same to Tenant, Tenant shall have no liability for any late fees or penalties incurred as a result of such failure by Landlord to timely deliver such invoice, tax bills, notices of assessments, notices of increase, or other similar communications or bills relating to the Premises or the Land. Tenant may, at Tenant’s expense, contest the validity or amount of any taxes, assessments or charges for which Tenant is responsible under this Lease and may institute such proceedings (in Landlord’s name, if required, in which case Landlord, at Tenant’s expense, shall execute and deliver all such documents and instruments and shall take any and all such other actions as shall be necessary or proper to permit Tenant to bring such proceedings), as Tenant shall deem necessary or desirable. If Tenant contests any such tax, assessment or charge, Tenant may withhold or defer payment or pay under protest any such tax, assessment or charge. In the event of any refunds or rebates on account of the portion of the taxes paid by Tenant hereunder, such refund or rebate shall belong to Tenant, and, if received by Landlord, Landlord shall receive the same in trust and pay such amounts to Tenant within thirty (30) days following receipt. All payments of taxes and assessments shall be pro-rated for the term of the Lease. The obligations of Tenant under this Section to pay all taxes described herein during the Term shall survive termination or expiration of this Lease.

2.04Additional Rent. Tenant will pay, as Additional Rent, Tenant's pro-rata share of the costs of utilities and other services for the Premises, including, but not limited to, water, sewer, gas, electricity, fuel, light, heat, garbage collection services or other sanitary services rendered to the Premises or used by Tenant in connection therewith and Tenant’s pro-rata share of Taxes and assessments and insurance for the Building (collectively, “Operating  Costs”). Landlord shall furnish tenant with an estimate of Additional Rent costs on or before the Commencement Date and every 12 months thereafter. Landlord shall be entitled to adjust said amount if any of the foregoing Operating Costs increase or decrease during the term of this Lease and shall furnish a reconciliation statement to Tenant, which includes accurate disclosure of annual expenses. At the end of each calendar year or at the end of this Lease, whichever occurs first, Landlord shall reconcile the actual

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Operating Costs and either bill Tenant for any balance owing or refund to Tenant any amount overpaid. Such adjustments shall be made or paid, as applicable, within twenty (20) days after Tenant’s receipt of the reconciliation statement. Landlord shall not be liable for interruption of utilities or services for any reason.

2.06Intentionally Omitted.

2.07Holding Over. If Tenant does not vacate the Premises upon the expiration or termination of this Lease, such holding over shall constitute, and be construed as, a tenancy at will with Base Rent at one hundred fifty percent (150%) of the Base Rent rate being paid by Tenant immediately prior to the expiration or termination of the Lease, and all other terms and provisions of this Lease shall apply during such holdover period (with the exclusion of any expansion or renewal options). During such holdover period, Tenant agrees to vacate and deliver the Premises to Landlord within thirty (30) days of Tenant’s receipt of notice from Landlord to vacate. Tenant agrees to pay the rental payable during the holdover period to Landlord on demand. No holding over by Tenant, whether with or without the consent of Landlord and notwithstanding receipt by Tenant of an invoice from Landlord for holdover rent, will operate to extend the Term.

ARTICLE 3.00 OCCUPANCY AND USE

3.01Use. The Premises shall be used and occupied only for the Permitted Use. Tenant shall occupy the Premises, conduct its business and control its agents, employees, invitees and visitors in such a manner as is lawful and reputable and will not create a nuisance, unreasonably interfere with Building operations or affect the structural integrity or design capabilities of the Building. Tenant shall not permit any waste on the Premises.

3.02Signs. No sign of any type or description visible from outside the Premises may be erected, placed or painted on or about the Premises or Building by Tenant, except those signs existing at the Premises on the Commencement Date or thereafter submitted to Landlord in writing and approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Such permitted signs shall be installed at Tenant’s sole cost and expense in conformance with all Legal Requirements and must be removed by Tenant in accordance with the conditions allowing their erection upon expiration or termination of the Lease. Any damage from such removal shall be repaired at Tenant’s sole cost and expense.

3.03Compliance with Laws. Tenant, at Tenant’s sole cost and expense, shall comply with all laws, ordinances, orders, rules and regulations now in effect or enacted subsequent to the date hereof (“Legal Requirements”) of state, federal, municipal or other agencies or bodies having jurisdiction over Tenant or the use, condition and occupancy of the Premises. Notwithstanding anything to the contrary contained in this Lease, Tenant shall not be responsible for ensuring the Premises complies with Legal Requirements when (i) such Legal Requirements do not relate to Tenant's particular manner of use of the Premises; (ii) a notice of violation or order was issued prior to the Commencement Date of this Lease; or (iii) such Legal Requirements require investigating, certifying, monitoring, encapsulating, removing or in any

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way dealing with asbestos or hazardous substances unless such asbestos or hazardous substances were introduced into the Premises by Tenant.

Landlord shall comply with all Legal Requirements of state, federal, municipal or other agencies or bodies having jurisdiction over Landlord with respect to the Premises. Landlord represents and warrants to Tenant that, to Landlord’s knowledge, on the Commencement Date, the Premises are in compliance in all material respects with applicable Legal Requirements and applicable instruments affecting title to the Land.

3.04Quiet Possession. Landlord warrants that it has the right and authority to execute this Lease. So long as Tenant is not in default of the Lease beyond applicable notice and/or cure periods, Tenant will be entitled to the quiet enjoyment and possession of the Premises during the Term in accordance with the terms hereof.

3.05Inspection. Landlord or its authorized agents may, upon twenty four (24) hours' prior notice (except in the event of an emergency when notice is not required), enter the Premises  to inspect the same; to determine Tenant’s compliance with the terms hereof; to show the Premises to prospective purchasers, tenants or existing or prospective Mortgagees; or to improve or repair the Premises or any other portion of the Building. Landlord shall take all reasonable measures not to materially interrupt Tenant’s use of the Premises during visits.

3.06Hazardous Waste. The term “Hazardous Substances,” as used in this Lease means pollutants, contaminants, toxic or hazardous wastes, or any other substances, the presence or use of which is regulated, restricted or prohibited by any “Environmental Law,” which term means any federal, state or local law, ordinance or other statute of a governmental or quasi- governmental authority relating to pollution or protection of the environment. Tenant hereby agrees that (i) no activity will be conducted on the Premises by Tenant that will produce any Hazardous Substance, except for such activities that are part of the ordinary course of Tenant’s business activities, including, without limitation, Tenant’s activities contemplated by the Permitted Use (the “Permitted Activities”), provided said Permitted Activities are conducted in accordance with all Environmental Laws and Tenant shall obtain all required permits and pay all fees and provide any testing required by any governmental agency; and (ii) the Premises will not be used by Tenant in any manner for the storage of any Hazardous Substances except for the storage of such materials that are used in the ordinary course of Tenant’s business (the “Permitted Materials”), provided such Permitted Materials are properly stored in a manner and location meeting all Environmental Laws and Tenant shall obtain any required permits and pay any fees and provide any testing required by any governmental agency. Upon the expiration or earlier termination of this Lease, Tenant shall cause all Hazardous Substances placed on the Premises by Tenant to be removed, at Tenant’s cost and expense, from the Premises and disposed of in strict accordance with the Environmental Laws. Tenant shall indemnify, defend (by counsel reasonably acceptable to Landlord), protect, and hold harmless Landlord from and against any and all claims, liabilities, penalties, fines, judgment, forfeitures, losses, costs (including clean-up costs) or expenses (including reasonable attorney’s fees, consultant’s fees and expert’s fees) for the death of or injury to any person or damage to any property whatsoever, arising from or caused by Tenant’s violation of this Section 3.06 of this Lease.

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3.07Parking and Road Use. Any parking areas located on the Land are appurtenant to the Premises and Tenant shall have the non-exclusive right to use such parking areas on a first come-first serve basis throughout the Term at no additional cost to Tenant.

3.08Permits. Tenant shall, at its sole cost, be responsible for all permits with respect to the operation of its business and use and occupancy of the Premises and will provide copies of such permits to Landlord within thirty (30) days of receipt of a written request of Landlord.

ARTICLE 4.00 UTILITIES AND SERVICE

4.01Building Services. Tenant acknowledges that, on the Commencement Date, there are adequate (a) water and sewer service connections to the Premises, (b) electricity service connections to the electrical box mounted on the outside of the Premises, (c) telephone service connections to the telephone box adjacent to the Premises, and (d) HVAC service connections to the Premises. Tenant has arranged for connection to such services and shall pay directly to the appropriate supplier all costs of utility services to the Premises. Landlord shall not be  responsible for any failure or interruption, for any reason, of utility services (including HVAC, electricity, water, etc.), and no failure to furnish, or interruption of, such services shall give rise to any abatement, diminution or reduction of Tenant’s obligations under this Lease.

Notwithstanding the foregoing, if the Premises shall lack any “essential service”, thereby rendering all or any portion of the Premises “untenantable” for a period of three (3) consecutive business days after Landlord’s receipt of written notice from Tenant of such condition and such interruption was caused as a result of the negligent acts or willful misconduct of the Landlord, its agents, employees or contractors, then provided that (i) such untenantability and Landlord’s inability to cure such condition does not arise out of or result from any act, omission, default or neglect of Tenant or Tenant’s agents, employees or contractors, and (ii) Tenant actually ceases operating its business in the affected portion of the Premises for all of such three (3) business day period, then Base Rent and Additional Rent payable hereunder shall thereafter be equitably abated on a day-for-day basis until the date such essential service is substantially restored or the date Tenant resumes business operations in the affected portion of the Premises. For purposes hereof the term “essential service” shall mean HVAC, electricity, water, and sewer.

ARTICLE 5.00 REPAIRS AND MAINTENANCE

5.01Existing Conditions. Tenant acknowledges that it is in possession of the Premises and accepts the Premises pursuant to this Lease in its “AS IS” condition.

5.02Landlord Repairs and Maintenance. Landlord shall maintain in good repair  and condition consistent with the standards of similar buildings in the vicinity of the Building, the (i) roof, foundation, surfaces and structural soundness of interior and exterior walls (excluding windows, window glass, plate glass, doors, store fronts, uninsured losses, and

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damages caused by Tenant or any third party), (ii) plumbing, electrical, heating, ventilating and air-conditioning and other mechanical systems serving the Building and the Premises and (iii) parking areas, driveways, and walkways serving the Building. Other than to the extent reflected in Operating Costs, Landlord’s costs of maintaining the items set forth in this section shall be at Landlord’s sole cost and expense unless the same were specifically requested by Tenant and shall in all cases be done in a good and workmanlike manner and in accordance with all Legal Requirements.

5.03Intentionally Omitted.

5.04Intentionally Omitted.

5.05Tenant Damages. Tenant shall not allow any damage to be committed to any portion of the Premises, and at the termination of this Lease Tenant shall deliver the Premises to Landlord in the condition and repair Tenant is required to maintain the Premises under this Lease. Tenant shall be responsible for all personal property of Tenant placed in the Premises and all such personal property placed at the Premises shall be at the sole risk of Tenant.

ARTICLE 6.00 ALTERATIONS AND IMPROVEMENTS

6.01Intentionally omitted.

6.02Tenant Improvements. Tenant shall not make or allow to be made any alterations or physical additions in or to the Premises or the Building (“Tenant Alterations”) without complying with all Legal Requirements and without first obtaining the written consent  of Landlord, which consent Landlord may grant or withhold in its reasonable discretion. Notwithstanding anything herein to the contrary, (i) Tenant shall have the right to make non- structural alterations to the Premises without obtaining Landlord’s prior consent provided that the cost of such alterations does not exceed Ten Thousand and No/100 Dollars ($10,000.00) in any one instance, and such alterations within the Premises do not otherwise adversely affect the Building or any mechanical, electrical or plumbing systems within the Building; and (ii) Landlord’s consent shall not be required with respect to cosmetic changes (such as changing carpets, floor coverings, wall coverings and paint).

Any Tenant Alterations shall be made or performed at Tenant’s sole cost and expense and in a good, workmanlike and lien free manner. All Tenant Alterations are the property of Landlord and must be surrendered to Landlord upon the termination of this Lease without credit to Tenant. This clause does not apply to removable equipment, furniture, removable trade fixtures, and personal property owned by Tenant, which may be removed by Tenant at the end of the Term, provided that Tenant repairs any damage caused by such removal. Upon completion of any Tenant Alterations, Tenant shall provide Landlord copies of proof of payment for all labor and materials (including the general contractor’s final lien waiver).

Tenant, at its own cost and expense and without Landlord’s prior approval, may erect such equipment and trade fixtures (collectively “Trade Fixtures”) in the ordinary course of its

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business provided that such items do not alter the basic character of the Premises, do not overload or damage the Premises, and the construction, erection, and installation thereof complies with all Legal Requirements. Upon expiration or earlier termination or this Lease, Tenant shall remove its Trade Fixtures and shall repair any damage caused by such removal.

ARTICLE 7.00 CASUALTY AND INSURANCE

7.01Notice of Destruction. If the Premises or any part thereof are damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord.

7.02Casualty Damage. If, in the reasonable judgment of Landlord, it is likely that the Premises and the Building thereon are able to be repaired or restored within thirty (30) days following the casualty, Landlord, at Landlord’s expense, shall promptly cause such repairs or restoration to be made within such thirty (30) day period, and during the time the Premises or any material portion of the improvements thereon are untenantable, the Base Rent and Additional Rent shall be abated. Notwithstanding the foregoing, Landlord shall not be obligated to repair or restore the Premises or the Building if: (1) the Premises or the Building is totally destroyed by fire or other casualty; (2) the proceeds of insurance required to be maintained by Tenant under this Lease are insufficient to pay in full the cost of repairing or restoring the Premises or the Building; (3) the Premises or Building is damaged by fire or other casualty and applicable law would prevent rebuilding to substantially the condition prior to such fire or casualty; (4) any Mortgagee requires the insurance proceeds payable as a result of such casualty to be applied to the payment of the mortgage debt, or (5) the Premises or the Building is materially damaged and less than two (2) years remain on the Term on the date of such casualty.

If Landlord reasonably determines that the Premises and the Building thereon are not likely to be repaired or restored within thirty (30) days following the casualty, Landlord shall notify Tenant within fifteen (15) days after the casualty, and either Landlord or Tenant, at its option, may elect to terminate the Lease by written notice given to the other within fifteen (15) days after the date of Landlord’s notice to Tenant, and Base Rent and Additional Rent shall be pro-rated to the date of the casualty. If neither Landlord nor Tenant elects to terminate this Lease as aforesaid, Landlord, at Landlord’s expense, shall cause the Premises to be repaired or restored as soon as is commercially reasonable, but during the time that the Building is untenantable, the Base Rent and Additional Rent shall be abated; provided that if only a portion of the Building is untenantable and Tenant is able to conduct its operations on the remaining portion, Base Rent and Additional Rent shall be abated pro rata as to the portion of the Building that is rendered unusable by Tenant until such time as the damaged portions of the Building are repaired and made usable by Landlord. If neither Landlord nor Tenant elects to terminate this Lease as aforesaid and the Premises are not restored within one hundred eighty (180) days following the casualty (subject to delays resulting from an act of God or event of force majeure, and provided that the fire or casualty is not the result of any act or omission of Tenant), Landlord and Tenant shall use commercially reasonable efforts to agree on an extension of such 180 day period; provided that if, within ten (10) days following the expiration of such 180 day period, Landlord and Tenant do not agree on an extension of such 180 day period, Tenant shall have the right to terminate this Lease by written notice given to Tenant within fifteen (15) days after the

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expiration of such 180 day period. Landlord shall be entitled to receive the proceeds of insurance, including insurance carried by Tenant, relating to the costs to repair or restore the Premises and Building as aforesaid.

Tenant agrees that Landlord has no obligation to repair or rebuild Tenant Alterations or Tenant’s furniture, fixtures or personal property. Upon completion of the Landlord improvements, Tenant shall rebuild or repair the Tenant Alterations to the same condition in which they existed prior to the damage.

7.03Landlord’s Insurance. Landlord shall at all times during the Term of this Lease maintain a fire and extended coverage policy of insurance issued by a solvent insurance company, insuring the Building in an amount equal to the full replacement cost thereof; provided that Landlord shall not be obligated in any way or manner to insure any Tenant Alterations or any personal property (including, but not limited to, any furniture, machinery, goods, inventory or supplies) of Tenant upon or within the Premises, or any fixtures installed or paid for by Tenant upon or within the Premises.

7.04Waiver of Subrogation. ANYTHING IN THIS LEASE TO THE CONTRARY NOT WITHSTANDING, LANDLORD AND TENANT HEREBY WAIVE AND RELEASE EACH OTHER OF AND FROM ANY AND ALL RIGHT OF RECOVERY, CLAIM, ACTION OR CAUSE OF ACTION, AGAINST EACH OTHER, THEIR AGENTS, OFFICERS, EMPLOYEES OR ANY PARTY CLAIMING BY, THROUGH OR UNDER LANDLORD OR TENANT, FOR ANY LOSS OR DAMAGE THAT MAY OCCUR TO THE PREMISES, IMPROVEMENTS TO THE BUILDING OF WHICH THE PREMISES IS A PART, OR PERSONAL PROPERTY WITHIN THE BUILDING, BY REASON OF FIRE, EXPLOSION, OR ANY OTHER OCCURRENCE, REGARDLESS OF CAUSE OR ORIGIN, INCLUDING NEGLIGENCE OF LANDLORD OR TENANT AND THEIR AGENTS, OFFICERS AND EMPLOYEES WHICH LOSS OR DAMAGE IS (OR WOULD HAVE BEEN, HAD THE INSURANCE REQUIRED BY THIS LEASE BEEN MAINTAINED) COVERED BY INSURANCE. LANDLORD AND TENANT AGREE IMMEDIATELY TO GIVE THEIR RESPECTIVE INSURANCE COMPANIES WHICH HAVE ISSUED POLICIES OF INSURANCE COVERING ALL RISK OF DIRECT PHYSICAL LOSS, WRITTEN NOTICE OF THE TERMS OF THE MUTUAL WAIVERS CONTAINED IN THIS SECTION AND TO HAVE THE INSURANCE POLICIES PROPERLY ENDORSED, IF NECESSARY, TO PREVENT THE INVALIDATION OF THE INSURANCE COVERAGES BY REASON OF THE MUTUAL WAIVERS.

7.05Hold Harmless.

(a)TENANT AGREES THAT LANDLORD IS NOT, AND DURING THE TERM HEREOF LANDLORD WILL NOT BE, LIABLE TO TENANT OR TENANT’S EMPLOYEES, AGENTS, INVITEES, LICENSEES OR VISITORS, OR TO ANY OTHER PERSON, CLAIMING BY, THROUGH OR UNDER TENANT FOR AN INJURY TO PERSON OR DAMAGE TO PROPERTY ON OR ABOUT THE PREMISES

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OR FOR LOSS OF OR DAMAGE TO TENANT’S BUSINESS CAUSED BY ANY ACT OR OMISSION OF LANDLORD, ITS AGENTS, SERVANTS OR EMPLOYEES, OR OF ANY OTHER PERSON ENTERING UPON THE PREMISES UNDER EXPRESS OR IMPLIED INVITATION BY TENANT, IN EACH CASE TO THE EXTENT THE FOREGOING IS COVERED BY INSURANCE REQUIRED TO BE MAINTAINED UNDER THIS LEASE.

(b)LANDLORD AGREES THAT TENANT IS NOT, AND DURING THE TERM HEREOF TENANT WILL NOT BE, LIABLE TO LANDLORD OR LANDLORD'S EMPLOYEES, AGENTS, INVITEES, LICENSEES OR VISITORS, OR TO ANY OTHER PERSON, CLAIMING BY, THROUGH OR UNDER LANDLORD FOR AN INJURY TO PERSON OR DAMAGE TO PROPERTY ON OR ABOUT THE PREMISES OR FOR LOSS OF OR DAMAGE TO LANDLORD’S BUSINESS CAUSED BY ANY ACT OR OMISSION OF TENANT, ITS AGENTS, SERVANTS OR EMPLOYEES, OR OF ANY OTHER PERSON ENTERING UPON THE PREMISES BY EXPRESS OR IMPLIED INVITATION OF LANDLORD, IN EACH CASE TO THE EXTENT THE FOREGOING IS COVERED BY INSURANCE REQUIRED TO BE MAINTAINED UNDER THIS LEASE.

7.06Tenant’s Insurance.

(a)At all times commencing on and after the Commencement Date, Tenant shall carry and maintain, at its sole cost and expense:

1.Commercial General Liability Insurance, including contractual liability, on an occurrence basis, in limits of not less than $2,000,000.00 for bodily and personal injury or death and property damage in, upon or about the Premises in any one occurrence, and $2,000,000.00 in the aggregate;

2.All Risks of Physical Loss Insurance, including fire and extended coverage, vandalism and malicious mischief, written at full replacement cost value and with a replacement cost endorsement, and sufficient to prevent Landlord, Tenant or any Mortgagee from becoming a coinsurer under the policy, covering all of Tenant’s personal property and Tenant Alterations in the Premises;

3.Workers’ Compensation Insurance as required by the state in which the Premises is located and in amounts as may be required by applicable statute; and

The foregoing insurance policies shall be written by reputable insurance companies authorized to do business in the Commonwealth of Massachusetts and reasonably acceptable to Landlord. All policies of insurance described in subparagraph (a)(1) of this Section shall name Landlord and any Mortgagee as an additional insured. Tenant shall furnish Landlord with certificates evidencing the maintenance of such insurance and the payment of the premiums therefor, and with renewals thereof at least ten (10) days prior to the expiration of any such policy. Such

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policies shall provide that they will not be cancelled or materially altered without giving Landlord at least thirty (30) days’ prior written notice thereof. If Tenant fails to maintain insurance as required hereunder or fails to deliver to Landlord certificates evidencing the current effectiveness of such insurance, Landlord may (but shall not be obligated to) secure or pay the premium for any such policy or policies and charge Tenant, as Additional Rent, the cost of such premiums. Each policy of insurance carried by Tenant hereunder shall (A) provide that any loss shall be payable notwithstanding any act or negligence of Tenant, Landlord, or others that might otherwise result in a forfeiture of insurance, (B) contain a waiver of subrogation provision, and (C) be primary and non-contributing with any insurance that may be carried by Landlord or a Mortgagee.

(b)Before any repairs, alterations, additions, improvements, or construction are undertaken by or on behalf of Tenant, Tenant shall carry and maintain, at its expense, or Tenant shall require any contractor performing work on the Premises to carry and maintain, at no expense to Landlord, in addition to Workers’ Compensation Insurance, All Risk Builder’s Risk Insurance in the amount of the full replacement cost of any alterations, additions or improvements and Commercial General Liability Insurance of not less than $1,000,000.00 per claim and $2,000,000.00 in the aggregate and adding “the named Landlord hereunder (or any successor thereto), and its respective members, principals, beneficiaries, partners, officers, directors, employees, agents and any Mortgagee(s)”, and other designees of Landlord as the interest of such designees appear, as additional insureds (collectively referred to as the “Additional Insureds”) as to the Commercial General Liability Insurance only.

(c)Tenant shall be solely responsible for payment of premiums for all insurance required to be maintained by Tenant hereunder. The limits of Tenant’s insurance do not in any manner limit Tenant’s liability under this Lease.

ARTICLE 8.00 CONDEMNATION

8.01Substantial Taking. If all or a substantial portion of the Premises or a substantial portion of the Building (even though the Premises is not taken) are taken for any public or quasi- public use under any governmental law, ordinance or regulation, or by right of eminent domain or by purchase in lieu thereof, then Landlord or Tenant may, but is not required to, terminate this Lease, and, if terminated, Base Rent and Additional Rent shall abate during the unexpired portion of this Lease effective on the date title or physical possession is taken by the condemning authority, whichever occurs first.

8.02Partial Taking. If a portion of the Premises or a portion of the Building are taken as set forth in Section 8.01 above and the remaining portion of the Premises and the Building are adequate for the continued use of the Premises for the purpose then used, then Landlord shall, at Landlord’s sole risk and expense, restore and reconstruct the Premises, and the Landlord improvements to the extent necessary to make it reasonably tenable; provided, if (a) the damages received by Landlord are insufficient to cover the costs of restoration, or (b) any Mortgagee requires the proceeds payable as a result of such taking to be applied to the payment of the mortgage debt, or (c) the taking occurs within the last two years of the Term, then Landlord may

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terminate this Lease. Landlord shall have no obligation to restore any Tenant Alterations. Upon completion of restoration or reconstruction of the Landlord’s improvements, Tenant shall restore or reconstruct the Tenant Alterations to the same condition in which they existed prior to the damage, provided, Landlord makes the condemnation proceeds associated with the Tenant Alterations and paid to Landlord, if any, available to Tenant. The Base Rent and Additional Rent payable under this Lease during the unexpired portion of the Term will be adjusted to such an extent as is fair and reasonable under the circumstances, and in proportion to the square footage of the Premises taken and not restored.

8.03Awards. In the event of any taking as set forth above, Tenant may seek a separate award for any loss of improvements made or paid for by Tenant, its personal property, and its moving expenses (so long as no such claim diminishes Landlord’s claim or award), but all other claims of any nature shall belong to Landlord. In the event Tenant does not receive such a separate award, Landlord shall be entitled to receive any and all sums awarded for the taking.

ARTICLE 9.00 ASSIGNMENT OR SUBLEASE

9.01Landlord Assignment. Landlord is entitled to sell, transfer or assign, in whole or in part, its rights and obligations under this Lease and in the Premises. Any such sale, transfer or assignment shall release Landlord from all liabilities under this Lease arising after the date of such sale, assignment or transfer, and Tenant agrees to look solely to the successor in interest of Landlord for the performance of such obligations.

9.02Tenant Assignment without Consent. Tenant shall not assign, in whole or in part, this Lease, or allow it to be assigned, in whole or in part, or mortgage or pledge the same or sublet the Premises, in whole or in part, without the prior written consent of Landlord; provided that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of the Lease or a subletting of the Premises provided that the financial condition of the assignee or subtenant is reasonably acceptable to Landlord. In no event will any assignment or sublease ever release Tenant from any obligation or liability hereunder.

Notwithstanding anything in this Lease to the contrary, Tenant may, without Landlord’s consent, assign this Lease, sublet the Premises and grant concessions and licenses for the occupancy of the Premises, to (i) any successor or assignee of Tenant resulting from any merger, consolidation or reorganization of Tenant, (ii) any assignee which acquires all, or substantially all of the stock, membership interests or business assets of Tenant and assumes all obligations of Tenant, including those set forth in this Lease, or (iii) any affiliate of Tenant (in each case a “Permitted Assignment”); provided, the financial condition of such successor or assignee is reasonable acceptable to Landlord. For purposes hereof, affiliate means an entity that controls, is controlled by or is under common control with Tenant, and the term “control” means the possession, directly, or indirectly, of the power to direct or cause the direction of the management and policies of Tenant, whether through ownership of voting securities, by contract, or otherwise.

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9.03Conditions of Assignment. With the exception of a Permitted Assignment, if Tenant desires to assign or sublet all or any part of the Premises it must so notify Landlord at least seven (7) days in advance of the date on which Tenant desires to make such assignment or sublease. With the exception of a Permitted Assignment, within five (5) business days after Landlord’s receipt of Tenant’s proposed assignment or sublease, Landlord is entitled to exercise any of the following options: (1) consent to the proposed assignment or sublease, or (2) refuse to consent to the proposed assignment or sublease. Landlord's failure to respond within such five (5) business day period shall be deemed a consent. If Landlord exercises option (1) above, and thereafter an Event of Default occurs, Landlord, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the subtenant all rents becoming due to Tenant by reason of the sublease and such amounts collected shall be credited against amounts due under this Lease. Tenant agrees that any collection directly by Landlord from the subtenant may not be construed as, or constitute, a novation or a release of Tenant from the further performance of its obligations under this Lease.

9.04Subordination. Contemporaneously with the execution of this Lease, Landlord, Tenant and any mortgagee (a “Mortgagee”) with a recorded mortgage or assignment of leases and rents (collectively a “Lien”) presently existing on the Premises, Building or Land shall enter into a subordination, non-disturbance and attornment agreement (“SNDA”), providing, among other things, that the Lease is subject and subordinate to the Lien and any renewals thereof, and if the interests of Landlord under this Lease are transferred by reason of foreclosure or other proceedings for enforcement of any Lien on the Premises, Building or Land, Tenant agrees to be bound to the transferee (sometimes called the “Purchaser”), under the terms, covenants and conditions of this Lease for the balance of the Term remaining, including any extensions or renewals, with the same force and effect as if the Purchaser were Landlord under this Lease, and, provided that Tenant is not then in default under this Lease, Purchaser agrees to be bound to Tenant under the terms, covenants and conditions of this Lease for the balance of the Term, including any extensions or renewals thereof. The subordination of this Lease to any future mortgage shall be conditioned upon the Mortgagee thereunder entering into its customary SNDA with Tenant, and Tenant agrees to execute, acknowledge and deliver, such customary subordination, nondisturbance and attornment agreement upon the request of any such Mortgagee.

9.05Estoppel Certificates. Tenant and Landlord agree to furnish, from time to time, within twenty (20) days after receipt of a written request from the other party, a written statement (an “Estoppel Certificate”) certifying, if applicable, the following: Tenant is in possession of the Premises; the Lease is in full force and effect; the Lease is unmodified, except as described therein; Tenant claims no present charge, lien, or claim of offset against Base Rent; the Base Rent is paid for the current month, but is not prepaid for more than one month and will not be prepaid for more than one month in advance; there is no existing default by such party under the Lease, or, to its knowledge, any default by the other party to the Lease; and such other matters as may be reasonably requested by such party.

ARTICLE 10.00 INTENTIONALLY OMITTED

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ARTICLE 11.00 DEFAULT AND REMEDIES

11.01Default by Tenant. The following events shall constitute an “Event of Default” by Tenant under this Lease:

(a)Tenant fails to pay any installment of Base Rent or Additional Rent within ten (10) days following Tenant’s receipt of written notice from Landlord of Tenant’s failure to pay such amounts when due; provided, however, Landlord shall not be obligated to send such written notice more than two (2) times during any twelve (12) month period;

(b)Tenant fails to comply with any term, provision or covenant of this Lease, other than the payment of Base Rent or Additional Rent, and such failure continues for more  than thirty (30) days following written notice given by Landlord to Tenant setting forth Tenant’s failure to perform; provided that in the event that the nature of such default is such that it cannot be cured within such thirty (30) day period, then an Event of Default shall not be deemed to have occurred under this subparagraph (b) unless Tenant fails to commence a cure within the thirty (30) day period and thereafter fails to diligently pursue such cure to completion within sixty (60) days after written notice of such default is first given by Landlord to Tenant;

(c)Tenant files, causes to be filed or has filed against it a petition in bankruptcy or is adjudged bankrupt or insolvent under any applicable federal or state bankruptcy or insolvency law, or admits that it cannot meet its financial obligations as they become due; or a receiver or trustee is appointed for all or substantially all of the assets of Tenant; or Tenant makes a transfer in fraud of creditors or makes an assignment for the benefit of creditors; or

(d)Tenant does or permits to be done any act, which results in a lien (of any nature) being filed against the Premises or the Building and does not insure or bond around such  lien within thirty (30) days of its filing and in any event have same removed within sixty (60) days; or

11.02Remedies for Tenant’s Default. Upon the occurrence of any Event of Default, Landlord is entitled to pursue any one or more of the remedies set forth herein without any notice or demand.

(a)Without declaring the Lease terminated, Landlord may enter upon and take possession of the Premises, by picking or changing locks if necessary, and lock out, expel or remove Tenant and any other person who may be occupying all or any part of the Premises without being liable for any claim for damages, and relet the Premises on behalf of Tenant and receive the rent directly by reason of the reletting. Tenant agrees to pay Landlord on demand any deficiency that may arise by reason of any reletting of the Premises; further, Tenant agrees to reimburse Landlord for any reasonable, actual expenditures made by it in order to secure possession of and relet the Premises, including, but not limited to, advertising costs, leasing commissions, lease incentives, remodeling and repair costs and reasonable attorney’s fees and disbursements.

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(b)Without declaring the Lease terminated, Landlord may enter upon the Premises, by picking or changing locks if necessary, without being liable for any claim for damages, and do whatever Tenant is obligated to do under the terms of this Lease. Tenant agrees to reimburse Landlord on demand for any expenses which Landlord may incur in effecting compliance with Tenant’s obligations under this Lease including reasonable attorney’s fees and disbursements.

(c)Landlord may terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord, and if Tenant fails to surrender the Premises, Landlord may, without prejudice to any other remedy which it may have for possession or arrearage in rent, enter upon and take possession of the Premises, by picking or changing locks if necessary, and lock out, expel or remove Tenant and any other person who may be occupying all or any part of the Premises without being liable for any claim for damages. Tenant agrees to pay on demand the amount of all loss and damage which Landlord may suffer by reason of the termination of this Lease under this section, including without limitation, loss and damage due to the failure of Tenant to maintain and or repair the Premises as required hereunder and/or due to the inability to relet the Premises on terms satisfactory to Landlord or otherwise, and any reasonable, actual expenditures made by Landlord in order to secure possession of and relet the Premises, including, but not limited to, advertising costs, leasing commissions, lease incentives, and remodeling and repair costs and reasonable attorney’s fees and disbursements. In addition, upon termination Landlord may collect from Tenant (1) any unpaid Base Rent and other amounts accrued hereunder to the date of termination, including interest, and (2) all leasing commissions paid by Landlord with respect to this Lease; and (3) liquidated damages in an amount equal to (A) the total Base Rent and Additional Rent that Tenant would have been required to pay for the remainder of the Term following the date of termination discounted to present value as of the date of termination at a percentage rate per annum equal to the then current rate paid by the United States government on ten (10) year Treasury Notes, minus (B) the then present fair gross rental value of the Premises for such period, similarly discounted taking into consideration the average length of time it takes to lease comparable premises in the Premises submarket. Notwithstanding anything contained in this Lease to the contrary, this Lease may be terminated by Landlord only by mailing or delivering written notice of such termination to Tenant, and no other act or omission of Landlord constitutes a termination of this Lease.

(d)If Landlord exercises its remedy to lock out Tenant in accordance with any provision of this Lease, Tenant agrees that no notice is required to be posted by Landlord on any door to the Premises (or elsewhere) disclosing the reason for such action or any other information, and that Landlord is not obligated to provide a key to the changed lock to Tenant unless Tenant has first: (i) brought current all payments due to Landlord under this Lease (unless Landlord has permanently repossessed the Premises or terminated this Lease, in which event payment of all past due amounts will not obligate Landlord to provide a key); and (ii) fully cured and remedied to Landlord’s satisfaction all other Events of Default.

(e)All of Landlord’s rights and remedies set forth herein are cumulative and pursuit of any remedy specified in this Lease will not constitute an election to pursue that remedy

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only, nor preclude Landlord from pursuing any other remedy available at law or in equity, nor constitute a forfeiture or waiver of any rent or other amount due to Landlord as described herein.

11.03Landlord’s Default. Landlord shall not be in default of this Lease unless Landlord fails to perform any of its obligations hereunder within thirty (30) days after receipt of written notice from Tenant specifying such failure (unless such performance will, due to the nature of the obligation, require a period of time in excess of thirty (30) days, then after such period of time as is reasonably necessary to cure such default), with notice to Landlord’s Mortgagee as provided in Section 14.11 (each and any such failure being herein sometimes referred to as a “Landlord Default”). In the event of a Landlord Default, Tenant shall have all remedies available at law or in equity.

ARTICLE 12.00 INDEMNITIES; EXCULPATION

12.01TENANT’S INDEMNITIES. EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD, TO THE FULL EXTENT PERMITTED BY LAW, TENANT SHALL PROTECT, DEFEND, INDEMNIFY, AND SAVE HARMLESS LANDLORD FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, JUDGMENTS, DAMAGES, FINES, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS) ARISING OUT OF OR IN CONNECTION WITH (I) DAMAGE TO PROPERTY OR INJURY OR DEATH TO PERSONS, OR OTHER LOSSES OR CASUALTY ARISING OUT OF OR IN CONNECTION WITH TENANT’S USE OR OCCUPANCY OF THE PREMISES, AND (II) ANY BREACH, VIOLATION, OR NON- PERFORMANCE OF ANY COVENANT, CONDITION OR AGREEMENT IN THIS LEASE ON THE PART OF TENANT TO BE FULFILLED, KEPT, OBSERVED, OR PERFORMED.

12.02Exculpation. Except as otherwise provided in this Lease, Landlord shall not be liable to Tenant for any damage or injury to persons or property caused by any latent defects in the Premises or otherwise, including damages resulting from plumbing, electricity, wiring, water, drainage, breaking or bursting pipes, steam, fire, or explosion on the Premises, unless resulting from the negligence or willful misconduct of Landlord.

ARTICLE 13.00 SURRENDER OF PREMISES

13.01Surrender of Premises. Upon expiration or sooner termination of the Term, Tenant shall immediately vacate the Premises, and shall leave the Premises broom clean and in as good condition as they were as of the Commencement Date of this Lease, ordinary wear and tear excepted, and shall remove all of its personal property (but may leave Tenant’s furniture at Tenant’s option) from the Premises, all at its own cost and expense; provided that all of Tenant’s Alterations that Tenant is required to surrender shall then become the Landlord’s property.

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ARTICLE 14.00 MISCELLANEOUS

14.01Waiver. Failure of a party to declare an Event of Default or Landlord Default (as applicable), immediately upon its occurrence, or delay in taking any action (including enforcement of remedies) in connection with an Event of Default or Landlord Default (as applicable), does not constitute and shall not be deemed a waiver of the Event of Default or Landlord Default (as applicable), and Landlord or Tenant (as applicable) is entitled to declare the Event of Default or Landlord Default (as applicable), at any time and take such action as is lawful or authorized under this Lease.

No act or thing done by Landlord or its agents during the Term may be deemed an acceptance of an attempted surrender of the Premises, and no agreement to accept a surrender of the Premises will be valid unless made in writing and signed by Landlord. No reentry or taking possession of the Premises by Landlord may be construed as an election on its part to terminate this Lease, unless a written notice of such intention, signed by Landlord, is given by Landlord to Tenant. Notwithstanding any such reletting or reentry or taking possession, Landlord may at any time thereafter elect to terminate this Lease for a previous Event of Default. No waiver of any provision of this Lease is effective unless such waiver is in writing and signed by the waiving party.

14.02Act of God or Force Majeure. An “act of God” or “force majeure” is defined for purposes of this Lease as strikes, lockouts, sitdowns, material or labor restrictions by any governmental authority, unusual transportation delays, riots, floods, washouts, explosions, earthquakes, fire, storms, weather (including wet grounds or inclement weather which prevents construction), acts of the public enemy, acts of terrorism, wars, insurrections and any other cause not reasonably within the control a party and which by the exercise of due diligence a party is unable, wholly or in part, to prevent or overcome. Neither Landlord nor Tenant is required to perform any non-financial covenant or obligation in this Lease, or be liable in damages to the other, so long as the performance or nonperformance of the covenant or obligation is delayed, caused or prevented by an act of God, force majeure or by the other party; provided, however, that nothing in this Section 14.02 shall excuse or delay Tenant’s obligations to make timely payments of rent due hereunder.

14.03Attorney’s Fees. The prevailing party in any litigation between the parties with respect to the terms, covenants, agreements or conditions of this Lease, shall be entitled to recover as part of its judgment, reasonable attorney’s fees and costs and expenses incurred therein.

14.04Successors. This Lease applies to, is binding upon and inures to the benefit of Landlord and Tenant and their respective successors and assigns.

14.05Captions. The captions appearing in this Lease are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of any section.

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14.06Notice. All rent and other payments required to be made by Tenant shall be paid to Landlord at the address set forth in Section 1.05 or at such other address as Landlord may specify from time to time by written notice. All payments required to be made by Landlord to Tenant are payable to Tenant at the address set forth in Section 1.05 or at any other address as Tenant may specify from time to time by written notice. For purposes hereof, any notice or document required or permitted to be delivered by the terms of this Lease (other than delivery of rental payments) will be deemed to be delivered upon the earlier of actual receipt or (whether or not actually received) the next business day after being deposited with a nationally recognized overnight courier service, next business day delivery guaranteed, or the third business day after being deposited in the United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the parties at the respective addresses set forth in Section 1.05. Unless specifically authorized herein, any notice delivered via facsimile transmission or via email will not satisfy a requirement to give notice under the terms of this Lease.

14.07Submission of Lease. Submission of this Lease to Tenant for signature does not constitute a reservation of space or an option or offer to lease. This Lease is not deemed effective until execution by and delivery to both Landlord and Tenant.

14.08Representations, Warranties and Covenants.

(a)Tenant represents, warrants and covenants that it is now in a solvent condition; that no bankruptcy or insolvency proceedings are pending or contemplated by or against Tenant; and that the execution and delivery of this Lease by Tenant is duly authorized and does not contravene, result in a breach of, or constitute a default under any contract or agreement to which Tenant is a party or by which Tenant may be bound.

(b)Landlord represents, warrants and covenants that it is now in a solvent condition; that no bankruptcy or insolvency proceedings are pending or contemplated by or against Landlord; that the execution and delivery of this Lease by Landlord is duly authorized and does not contravene, result in a breach of, or constitute a default under any contract or agreement to which Landlord is a party or by which Landlord may be bound; that it is the fee simple owner of the Premises; and that, to Landlord’s  knowledge, no covenants, restrictions, liens, or other encumbrances affecting the Premises prohibit the Permitted Use of the Premises.

14.9Severability. If any provision of this Lease or the application thereof to any person or circumstance is rendered invalid or unenforceable to any extent, the remainder of this Lease and the application of such provisions to other persons or circumstances remains unaffected thereby and continues to be enforced to the greatest extent permitted by law.

14.10Survival. All obligations of Tenant hereunder not fully performed as of the expiration or earlier termination of the Term shall survive the expiration or earlier termination of the Term, including, without limitation, all payment obligations and all obligations concerning the condition of the Premises.

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14.11Notice to Mortgagees. Provided Landlord notifies Tenant of the name and address of Landlord’s existing or proposed Mortgagee, Tenant agrees to serve written notice of any Landlord Default claimed under this Lease upon any such Mortgagee, and no notice of any Landlord Default will be effective unless such notice is served upon said Mortgagee; notwithstanding anything to the contrary contained herein, Tenant agrees to allow such Mortgagee the same period following receipt of such notice to cure such default or breach as is afforded Landlord; provided that, in the event it is necessary for such Mortgagee to foreclose on the property of which the Premises is a part in order to cure such Landlord’s Default, such Mortgagee will be entitled to such additional time as is necessary to cure such Landlord’s Default.

14.12Recordation. At the request of Landlord, a memorandum of lease shall be executed by the parties and recorded in the applicable real estate records at the expense of Landlord. Tenant shall not record this Lease or any memorandum of this lease or short form of this lease in the public records without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole and absolute discretion.

14.13Counterparts; Delivery. This Lease may be executed in two or more counterparts, and it is not necessary that any one of the counterparts be executed by all of the parties hereto. Each fully or partially executed counterpart constitutes an original, but all such counterparts taken together constitute but one and the same instrument. This Lease may be delivered by electronic transmission with the same effect as delivery of an original.

14.14Governing Law/Venue. THIS LEASE SHALL BE CONSTRUED UNDER AND IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE THE PREMISES IS LOCATED AND THE LAWS OF THE UNITED STATES OF AMERICA AS APPLICABLE TO TRANSACTIONS WITHIN THE STATE WHERE THE PREMISES IS LOCATED.

14.15Intentionally omitted.

14.16Time of Essence. With respect to all required acts of the parties, time is of the essence of this Lease. Notwithstanding the foregoing, if the last day of any time period stated herein shall fall on a Saturday, Sunday or legal holiday, then the duration of such time period shall be extended so that it shall end on the next succeeding day which is not a Saturday, Sunday or legal holiday.

14.17Taxes and Tenant’s Property. Tenant is solely liable for all taxes levied or assessed against personal property, furniture or fixtures placed by Tenant in the Premises. If any such taxes for which Tenant is liable are levied or assessed against Landlord or Landlord’s property and if Landlord elects to pay the same or if the assessed value of Landlord’s property is increased by inclusion of personal property, furniture or fixtures placed by Tenant in the Premises, and Landlord elects to pay the taxes based on such increase, Tenant shall pay Landlord upon demand that part of such taxes for which Tenant is liable hereunder.

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14.18Exhibits. All exhibits, attachments, riders and addenda referred to in this Lease are incorporated herein and made a part hereof for all intents and purposes.

14.19Entire Agreement. IT IS EXPRESSLY AGREED BY LANDLORD AND TENANT, AS A MATERIAL CONSIDERATION FOR THE EXECUTION OF THIS LEASE, THAT THIS LEASE, WITH THE SPECIFIC REFERENCES TO WRITTEN EXTRINSIC DOCUMENTS, IS THE ENTIRE AGREEMENT OF THE PARTIES; THAT THERE ARE, AND WERE, NO VERBAL REPRESENTATIONS, WARRANTIES, UNDERSTANDINGS, STIPULATIONS, AGREEMENTS OR PROMISES PERTAINING TO THIS LEASE OR TO THE EXPRESSLY MENTIONED WRITTEN EXTRINSIC DOCUMENTS NOT INCORPORATED IN WRITING IN THIS LEASE.

14.20Amendment. THIS LEASE MAY NOT BE ALTERED, WAIVED, AMENDED OR EXTENDED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY LANDLORD AND TENANT.

14.21Waiver of Jury Trial. LANDLORD AND TENANT HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT NOW OR HEREAFTER EXISTS WITH REGARD TO THIS LEASE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY LANDLORD AND TENANT, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LANDLORD OR TENANT IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

ARTICLE 15.00 OTHER PROVISIONS

15.01Mutual Waiver of Consequential Damages; Limitation of Liability. Notwithstanding any provision of this Lease to the contrary (including, without limitation, any indemnification provision), in no event shall Landlord, Tenant or any of their directors, officers, shareholders, employees, advisers or agents be responsible for interruption or loss of business, income or profits, or any other consequential, indirect or special damages. In the event that Landlord has any liability hereunder to Tenant for direct damages, such liability shall be limited to Landlord’s interest in the Premises and the Land.

15.02Subordination of Landlord’s Lien. Landlord hereby subordinates any rights which Landlord may have, as to any of Tenant’s furniture, fixtures, equipment, personal property, improvements and alterations, in the nature of a landlord’s lien, security interest or otherwise, to the lien of any institutional lender to whom Tenant grants a security interest in all or substantially all of Tenant’s assets.

15.03Cafeteria; Server Room. Subject to any reasonable rules and regulations as set from time from time, throughout the Term of this Lease Tenant shall have the right to access and

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use the cafeteria on the first floor of the Building and the server room on the first floor of the Building at no additional charge to Tenant.

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ARTICLE 16.00 SIGNATURES / DATE OF EXECUTION

SIGNED as of the year and date first above written.
Landlord:		Tenant:
ALTAR BIDCO, INC., a Delaware corporation		AZENTA, INC. (f/k/a BROOKS AUTOMATION, INC.), a Delaware corporation
By:	/s/ Jim Carlisle	By:	/s/ Lindon Robertson
Name:	Jim Carlisle	Name:	Lindon Robertson
Title:	President	Title:	Chief Financial Officer

Exhibit A PREMISES

15 Elizabeth Drive

· 17,800 square feet of office/cubicle space (Azenta only)

· 6,805 square feet of temporary shared space created on 2nd floor in B15 for use by Azenta and Brooks as needed.

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EX-99.1

Exhibit 99.1

Azenta Life Sciences Completes Sale of Semiconductor Solutions Group Business to Thomas H. Lee Partners

CHELMSFORD, Mass., February 1, 2022 (PRNewswire) – Azenta, Inc. (Nasdaq: AZTA) today announced that it has completed the previously announced sale of the company’s Semiconductor Solutions Group business (or “automation business”) to Thomas H. Lee Partners (“THL”) for $3.0 billion in cash, subject to adjustments for working capital and other items.

Proceeds from the sale, net of taxes, fees and adjustments, are estimated to be approximately $2.4 billion. The company used approximately $50 million of the proceeds from the sale to extinguish the outstanding balance of its term loan facility. In conjunction, Azenta also terminated its revolving line of credit, which had no borrowings outstanding.

With the completion of the sale, Azenta’s business and operations will be focused exclusively on the life sciences industry. Azenta expects to use the net sale proceeds for future strategic investments.

About Azenta Life Sciences

Azenta, Inc. (Nasdaq: AZTA) is a leading provider of life sciences solutions worldwide, enabling impactful breakthroughs and therapies to market faster. Azenta provides a full suite of reliable cold-chain sample management solutions and genomic services across areas such as drug development, clinical research and advanced cell therapies for the industry's top pharmaceutical, biotech, academic and healthcare institutions globally. As of December 1st, the company changed its name and ticker to Azenta, Inc. (Nasdaq: AZTA) from Brooks Automation, Inc, (Nasdaq: BRKS).

Azenta is headquartered in Chelmsford, MA, with operations in North America, Europe and Asia. For more information, please visit www.azenta.com.

"Safe Harbor Statement" under Section 21E of the Securities Exchange Act of 1934

Some statements in this release are forward-looking statements made under Section 21E of the Securities Exchange Act of 1934. These statements are neither promises nor guarantees but involve risks and uncertainties, both known and unknown, that could cause Azenta’s financial and business results to differ materially from our expectations. They are based on the facts known to management at the time they are made. These forward-looking statements include but are not limited to statements about the expected use of proceeds from the completed sale of its Semiconductor Solutions Group business to T.H. Lee Partners.  Factors that could cause results to differ from our expectations include the following: the availability of desired acquisition targets and ability to complete definitive agreements to acquire such target on acceptable terms, and other factors and other risks, including those that we have described in our filings with the Securities and Exchange Commission, including but not limited to our Annual Report on Form 10-K, current reports on Form 8-K and our quarterly reports on Form 10-Q.

INVESTOR CONTACTS:

Sara Silverman

Director, Investor Relations
Azenta Life Sciences
978.262.2635

sara.silverman@azenta.com

Sherry Dinsmore

Azenta Life Sciences

978.262.2400

sherry.dinsmore@azenta.com

XML

Document and Entity Information	Feb. 01, 2022
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Feb. 01, 2022
Entity File Number	0-25434
Entity Registrant Name	Azenta, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	04-3040660
Entity Address, Address Line One	15 Elizabeth Drive
Entity Address, State or Province	MA
Entity Address, City or Town	Chelmsford
Entity Address, Postal Zip Code	01824
City Area Code	978
Local Phone Number	262-2400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	AZTA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000933974
Amendment Flag	false