Extension Terms. All terms and conditions of this Lease shall be applicable during the Extension Period(s) except that the amount of Base Rent charged for the Renewal Period shall be the then “Prevailing Market Rent”, which shall be the base or fixed rent for comparable office space in the Seaport District of the City of Boston being leased to renewal tenants in comparable buildings, taking into account all then-relevant factors, including such market concessions, if any, as are then being offered by landlords to renewal tenants leasing comparable office space in comparable buildings, including the existence or nonexistence of any rent abatement, the amount of any tenant improvement allowance, the amount of any brokerage commissions, the net or gross basis of the comparable leases as opposed to the net lease structure of this Lease. If within thirty (30) days following delivery of an Extension Election Notice, Landlord and Tenant have not mutually agreed on the Prevailing Market Rent for the applicable Extension Period, then the parties shall use the following method to determine the Prevailing Market Rent (the “Baseball Arbitration Method”): within ten (10) business days after the expiration of such thirty-day period, an impartial, senior broker in a Boston, Massachusetts leasing brokerage firm (the “Baseball Arbitrator”) shall be selected jointly by Landlord and Tenant. If Landlord and Tenant cannot not agree upon the Baseball Arbitrator, then the same shall be designated by the then president of the Commercial Brokers Association of the Greater Boston Real Estate Board (or comparable organization reasonably satisfactory to the parties, if no longer existing), who may not select himself or herself or a broker at the same firm with which he or she is then affiliated. The Baseball Arbitrator selected by the parties or designated as aforesaid shall have at least ten (10) years’ experience in the leasing of first-class office space in downtown Boston (including the Seaport and Financial District submarkets) and shall not have worked for either party in the five (5) years prior to his or her selection. Landlord and Tenant shall each submit to the Baseball Arbitrator and to the other their respective proposed Prevailing Market Rent for the Premises within ten (10) days after the designation of such Baseball Arbitrator. The Baseball Arbitrator may not select any other rental value for the Premises, other than one submitted by Landlord or Tenant. The determination of the Baseball Arbitrator so-selected or designated shall be binding upon Landlord and Tenant shall serve as the basis for the determination of the annual Base Rent payable for the respective Extension Period. Each party shall pay one-half of the cost of the Baseball Arbitrator. Each Baseball Arbitrator shall thereupon make his or her determination of the Prevailing Market Rent within twenty (20) business days after the appointment of such Baseball Arbitrator.

If the Offer Space Inclusion Date occurs prior to a determination of the Fair Offer Rent as herein provided, then the amount to be paid by Tenant on account of Fair Offer Rent until such determination has been made shall be the average of the estimate set forth in Landlord’s Broker’s Letter and the estimate set forth in Tenant’s Broker’s Letter. After the Fair Offer Rent has been determined as aforesaid, any amounts theretofore paid by Tenant to Landlord on account of Annual Fixed. Rent in excess of the amount of Fair Offer Rent as finally determined shall be credited by Landlord against the next ensuing monthly Annual Fixed Rent payable by Tenant to Landlord or any deficiency in the Annual Fixed Rent shall be payable by Tenant to Landlord within thirty (30) days after such final determination. Promptly after the Fair Offer Rent has been determined, Landlord and Tenant shall execute and deliver an agreement setting forth the Fair Offer Rent, as finally determined, provided that the failure of the parties to do so shall not affect their respective rights and obligations hereunder.

In the event that both of the conditions set forth in Section 22.01 shall be fulfilled (including the sending of a Extension Notice by Tenant within the time and in the manner therein provided), the Extension Rent shall be determined jointly by Landlord and Tenant not later than the day (hereinafter called the “Rent Determination Date”) that shall be ninety (90) days next preceding the Renewal Term Commencement Date. If Landlord and Tenant agree upon the Extension Rent, such agreement shall be confirmed in a writing (hereinafter called the “Rental Confirmation Agreement”) to be executed by Landlord and Tenant in recordable form not later than the Rent Determination Date. In the event that Landlord and Tenant shall have failed to join in executing a Rental Confirmation Agreement on or before the Rent Determination Date, then the Extension Rent shall be determined by arbitration as follows, subject to the limitations contained in Section 22.04:

Upon final determination of the initial monthly Base Rent, if the amount of the Letter of Credit then held by ​ is not equal to the initial monthly Base Rent, then ​ shall promptly obtain a revised Letter of Credit in an amount equal to the initial monthly Base Rent.

Certain Market Activities. Neither the Company, nor any Subsidiary, nor, to the knowledge of the Company, any of their respective directors, officers or controlling persons has taken, directly or indirectly, any action designed, or that has constituted or would cause or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Placement Shares.

Trading Market Limitations. Unless permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is then listed or traded, in no event shall the Borrower issue upon conversion of or otherwise pursuant to this Note and the other Notes issued pursuant to the Purchase Agreement more than the maximum number of shares of Common Stock that the Borrower can issue pursuant to any rule of the principal United States securities market on which the Common Stock is then traded (the “Maximum Share Amount”), which shall be 4.99% of the total shares outstanding on the Closing Date (as defined in the Purchase Agreement), subject to equitable adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the date hereof. Once the Maximum Share Amount has been issued, if the Borrower fails to eliminate any prohibitions under applicable law or the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Borrower or any of its securities on the Borrower’s ability to issue shares of Common Stock in excess of the Maximum Share Amount, in lieu of any further right to convert this Note, this will be considered an Event of Default under Section 3.2 of the Note.

Market Standoff Agreement. Participant agrees that in connection with any registration of the Company’s securities in connection with an initial public offering of the Company’s securities that, upon the request of the Company or the underwriters managing such initial public offering of the Company’s securities, Participant will not sell or otherwise dispose of shares of the Company’s capital stock without the prior written consent of the Company or such underwriters, as the case may be, for such reasonable period of time after the effective date of such registration as may be requested by such managing underwriters and subject to all restrictions as the Company or the underwriters may specify. Participant will enter into any agreement reasonably required by the underwriters to implement the foregoing.

Fair Market Value. For purposes of any ISO granted hereunder (or, if applicable, related Stock Appreciation Right), the Fair Market Value of Shares shall be determined in the manner required by Section 422 of the Code and any Treasury regulations thereunder.

Principal Market Limitation. Notwithstanding anything to the contrary in this Warrant Agreement, unless and until the Requisite Stockholder Approval is obtained, # without the prior written consent of each affected Holder, neither the Parent nor the Company will effect any transaction or otherwise take any action that would result in an adjustment to the Strike Price or the Warrant Entitlement in a manner that, following such adjustment, approval of the Parent’s stockholders would be required in order for the Parent to satisfy the Exchange Right with respect to the maximum number of Partnership Units issuable upon exercise of all outstanding Warrants in shares of Common Stock, and # in no event shall any shares of Common Stock be delivered in satisfaction of such Exchange Right in an amount or at such prices as would be in contravention of applicable listing standards of the New York Stock Exchange, including New York Stock Exchange Listing Rule 312.03 (or any successor rules).

Fair Market Value. If shares of the Class are then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “Trading Market”), the fair market value of a Share shall be the closing price or last sale price of a share of the Class reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company. If shares of the Class are not then traded in a Trading Market, the Board of Directors of the Company shall determine the fair market value of a Share in its reasonable good faith judgment.