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32C-209 (8) Y use of the Premises, free from unreasonable interference or intrusion by Landlord or other tenants, subject however to other provisions of this Jesse, 22. METIS, ADQ . In the event of a default by Tenant, and reentry ; of the Premises by Landlord, Landlord shall take commercially reasonable and appropriate steps to relet the Promises and thereby mitigate Landlord's damages on account of Tenant's default:- Landlord's damages in such event shall be reduced by the amount of rent Landlord could reasonably have received from taking commercially reasonable steps to relet the Premises, 23. PER&GNAL GUARANIg Rot-ALLING REQI. O W By signing below, Erik Thomsen guarantees payment oil rent by Tenant hereunder. Landlord agrees, however, to undertake all reasonable efforts to collect from Tenant first before r seeking recovery from the guarantor_ 24. $iI D1N.Q ON SUCCESSO& . The covenants and agreements contained t in this Lease shall be binding and insure to the benefit of the successors and assignees of the parties hereto. 25. NOTIgE Ql~ t,EASE. The parties shall file Notice of Lease ire tltp Hampshire Registry of Deeds. IN yVJTNESS WHEREf�I", the Parties hereto set Lrteir hands anti seals the date firs, %.vritten above. RALPH H. H11111SON POWFH THINKING TOOLS, !N(:. l =RIK THOMSEN! duly � �ti'criz4 d i G I, Erik Thomsen, hereby guarantee payment of rent by the Tenant under this Lease. IK THOMSE r)C'T use of the Premises, free from unreasonable interference or intrusion by Landlord or other tenants, subject however to other provisions of this lease. 22. MITIGATION. In the event of a default by Tenant, and reentry of the Premises by Landlord, Landlord shall take commercially reasonable and appropriate steps to relet the Premises and thereby mitigate Landlord's damages on account of Tenant's default. Landlord's damages in such event shall be reduced by the amount of rent Landlord could reasonably have received from taking commercially reasonable steps to relet the Premises. 23. PERSONAL GUARANTEE/MARSHALLING REQUIREMENT. By signing below, Erik Thomsen guarantees payment of rent by Tenant hereunder. Landlord agrees, however, to undertake all reasonable efforts to collect from Tenant first before seeking recovery from the guarantor. 24. BINDING ON SUCCESSORS. The covenants and agreements contained in this Lease shall be binding and insure to the benefit of the successors and assignees of the parties hereto. 25. NOTICE OF LEASE. The parties shall file Notice of Lease in the Hampshire Registry of Deeds. IN WITNESS WHEREOF, the parties hereto set their hands and seals the date first written above. RALPH H. THOMPSON M POWER THINKING TOOLS, INC. By: ERIK THOMSE , duly authorized 6 by virtue of the provisions in any article of this Lease, the Landlord or tenant, without being under any obligations to do so and without thereby waiving such defaults, may remedy such default for the account and at the expense of the other party. If either party makes any expenditures or incurs any obligations for the payment of money in connection therewith, including but not limited to, reasonable attorney's fees in instituting, prosecuting or defending an action or proceeding or enforcement of the lease, such sums paid or obligations incurred shall be reimbursed to other party. 17. SECURITY DEPOSIT. Landlord acknowledges receipt from Tenant of a security deposit in the amount of $2,000.00. Said security deposit shall be maintained in an interest-bearing account, interest payable to Tenant, and refunded to Tenant at the end of the lease, subject to Tenant's satisfactory compliance with the conditions hereof. Neither Tenant nor Tenant's creditors or assignees shall have any rights in or access to said funds until fulfillment of this Lease. 18. STOCK. For the consideration of certain lower rents and privileges the Tenant agrees to give Landlord 100 shares of common stock in its Corporation. At the time of execution of this Lease transfer of these shares along with the security deposit will be made. 19. NOTICES. Any notice from Landlord to Tenant relating to the Premises or to the occupancy thereof shall be deemed duly served if mailed by first class mail, postage prepaid, to Tenant addressed to 155 Main Street, Northampton, Massachusetts, or such other address as Tenant may designate in writing. Notices from Tenant to Landlord shall be deemed duly served if mailed in similar fashion to Landlord at the address designated writing from time to time for payment of rent. 20. SURRENDER. The Tenant shall at the expiration or other termination of this Lease remove all Tenant's goods and effects from the Premises (including, without hereby limiting, those affixed by the Tenant, either inside or outside the Premises). Tenant shall deliver to the Landlord the premises and all keys, locks thereto, and other fixtures in connection therewith and all structural alterations and additions made to or upon the Premises, in the same condition as they were at the commencement of the term, or as they put in during the term hereof, reasonable wear and tear and damage by fire or other casualty only excepted. In the event of the Tenant's failure to remove any of Tenant's property from the Premises, Landlord is hereby authorized, without liability to Tenant from loss of damage thereto, and at the sole risk of Tenant, to remove and store any of the property at Tenant's expense, or to retain same under Landlord's control or to sell at public or private sale, without notice any or all of the property not so removed and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. 21. QUIT ENJOYMENT. Tenant shall have the right to quit enjoyment and 5 OCT 15. FIRE, CASUALTY, EMINENT DOMAIN. Should a substantial portion of the Premises be damaged by fire or other casualty, or be taken by eminent domain as to render the Premises substantially unusable by the Tenant for its purposes, the Landlord may elect to terminate the Lease. When such fire, casualty, or taking renders the Premises substantially unsuitable for their intended use, a just and proportionate abatement of rent shall be made, and the Tenant may elect to terminate this Lease if: a) The Landlord fails to give written notice within twenty (20) days of the intention to restore Premises, or b) The Landlord fails to restore the Premises to a condition substantially suitable for their intended use within forty-five (45) days of said fire, casualty, or taking. The Landlord reserves, and the Tenant grants to the Landlord, all rights which the Tenant may have for damages or injury to the Premises for any taking by eminent domain, except for damage to the Tenant's fixtures, property, or equipment. 16. DEFAULT. In the event that: a) The Tenant shall default on the payment of any installment of the rent or any other sum herein specified and such default shall not be made good, along with late charges, prior to the first day of the following month; or b) The Tenant shall default on the observance or performance of any other of the Tenant's covenants, agreements, or obligations hereunder and such default shall not be corrected within thirty (30) days after written notice thereof; or c) The Tenant shall be declared bankrupt or insolvent according to the law, or if any assignment shall be made of the Tenant's property for the benefit of creditors, then the Landlord shall have the right thereafter, while such default continues, to re-enter and with reasonable notice to Tenant, take complete possession of the Premises to declare the term of the lease ended, and remove the Tenant's effects, without prejudice to any remedies which might be otherwise used for arrears of rent or other default using either summary process or by a suitable action or proceeding in law or equity. The Tenant shall indemnify the Landlord against all loss of rent and other payments which the Landlord may incur by reason of such termination during the residue of the term, subject to Landlord's obligation to mitigate as set forth in paragraph 22 below. If the Landlord or Tenant shall default, after reasonable notice thereof, in the observance or performance of any conditions or covenants of Landlord's or Tenant's part to be observed or performed under or 4 forth in this paragraph. 10. ALTERNATIONS-ADDITIONS. All alternations or changes permitted by the Landlord's consent shall be at Tenant's expense and shall be in quality at least equal to the present construction. Tenant shall not permit any mechanics' liens, or similar liens, to remain upon said Premises for labor and materials furnished to tenant or claim to have been furnished to Tenant in connection with work performed or claimed to have been performed at the direction of Tenant, and shall cause any such lien to be released of record forthwith without cost to Landlord. Any alterations or improvements made by the Tenant (except installation of trade fixtures) shall become the property of the Landlord at the termination of occupancy as provided herein, or shall be removed and the premises restored to their original condition. 11. NOISE TRANSMISSION. In order to prevent interference with quite enjoyment of the second floor space beneath the Premises by the occupants of said second floor, Landlord reserves the right, at his sole but reasonable discretion, to require Tenant to place rugs on some portion or all of the floor of the Premise. 12. ASSIGNMENT-SUBLEASING. The Tenant shall not assign or sublet the Premises in their entirety or in any part without Landlord's prior written consent, which shall not be unreasonably delayed or withheld. 13. LANDLORD'S ACCESS. The Landlord or agents of the Landlord may, at reasonable times and after advance notice (i.e. at least 24 hours) to the Tenant, enter to view the Premises and for the purpose of making such repairs or alterations as are deemed necessary by Landlord to maintain or further improve the Premises, or to ensure compliance with provisions of the Lease. Tenant's business shall not be unreasonably disturbed by any such entry or any such repairs or alterations. Landlord may also show the Premises to any other prospective tenants at any reasonable time in the event that Tenant fails to give notice under paragraph 2 for extension of the first term or fails to reach agreement with Landlord to Lease the Premises for the third term. 14. TENANT'S LIABILITY INSURANCE. The Tenant shall maintain with respect to the Premises and the property of which the Premises are a part, comprehensive public liability insurance in the amount not less than $100,000.00 in reasonable companies qualified to do business in Massachusetts and in good standing therein insuring the Landlord as well as Tenant against injury to persons or damage to property as provided. The Tenant shall deposit with the Landlord certificates for such insurance at or prior to commencement of the term, and thereafter within thirty (30) days prior to the expiration of any such policies. Landlord shall be named as an additional insured on all such policies. 3 r rental of the premises as determined by an appraiser jointly chosen by the Landlord and Tenant. All rent shall be payable in advance on the first day of each and every month during the term of the Lease. Rental payments shall be mailed to such location as shall be designated from time to time by Landlord. 4. LATE PAYMENT. Rent is due on the first of each month and shall be considered late if not received by Landlord by the tenth day of the month. In the event that any rent payment is late, Tenant shall pay a late charge in the amount of five percent of the rent that was due. Said late charge shall be due and payable together with rent. In the event that any rent payment is not paid in full, together with the late charge, by the beginning of the following month, the Tenant shall have breached the lease and the tenancy shall be considered terminated. 5. UTILITIES. Tenant shall pay for its own electric, gas and heat. 6. USE OF PREMISES. Tenant shall use the Premises for a professional office space only. 7. WORK TO BE DONE BY THE LANDLORD. None. 8. MAINTENANCE. Tenant shall maintain the interior of the premises in the same condition as it was at the date of this Lease, ordinary wear and tear excepted. Acknowledging the unusual nature and good condition of the wood floor, Tenant agrees to take special care to maintain said floor, including the use, if necessary, of rugs in areas of heavy use and wear. Tenant shall use "chair mats" under desk chairs to protect the floors from damage. No alterations, additions, changes or damage of any kind or type whatsoever, regardless of how minor, shall be done without the express written consent of Landlord, which consent shall not be unreasonably delayed or withheld. Tenant acknowledges that this provision prohibits, for example, tape on walls or any nail holes in walls, without the consent of the Landlord. 9. RIGHT OF FIRST REFUSAL. Tenant shall have a right of first refusal to purchase premises if Landlord should decide, during the term of this Lease or any renewals thereof, to sell the Premises. If Landlord shall receive a bone fide offer to purchase the Premises, he shall, before accepting said offer, give Tenant written notice thereof. Tenant shall have fifteen (15) days following receipt of such notice to give Landlord written notice that he will purchase the Premises on the same or substantially equal terms as contained in the original offer. If Landlord does not receive such written notice from Tenant within said fifteen-day period, then Tenant's right to purchase is thereby waived and Landlord may proceed with the sale to the bone fide offeror. If the sale does not occur, the Tenant's rights hereunder shall not be waived and Landlord shall be obligated to provide Tenant the notice and rights set 2 (�t'T 3 td I 0 ill S c s' d o COMMERCIAL LEASE Lease made this 22nd day of September, 1993 between RALPH H. THOMPSON, of 155 Main Street, Northampton, Massachusetts (hereinafter referred to as "Landlord") and POWER THINKING TOOLS, INC. of Northampton, Mass. (hereinafter referred to as "Tenant"). 1. PREMISES. Landlord hereby leases to Tenant and Tenant hereby lease from landlord Unit 7 and Unit 8 of 153-159 Main Street, Condominium, established by a Master Deed, dated May 3, 1988 and recorded in the Hampshire County Registry of Deeds. Said Leases' premises is the entire third floor at 155 Main Street, Northampton, Massachusetts, including the stairway from the second to third floor, and consisting of 2,266 square feet of space more or less (referred to hereinafter as "the Premises"). 2. TERM. The term of this lease shall be three years, commencing on October 1, 1993 and ending September 30, 1996. Tenant shall have the right and option to renew the Lease for two additional terms of three years each, commencing October 1 , 1995 and ending September 30, 1999, and commencing October 1 , 1999 and ending September 30, 2002. Said right and option shall be exercised by tenant giving written notice to Landlord of his intention no later than ninety (90) days prior to the expiration of the existing term. Tenant shall also have the right to occupy the premises from the date hereof to October 1 , 1993 without any obligation to pay rent for said time period. Failure of Tenant to give such written notice shall constitute a waiver of his right to exercise the option and this Lease shall then terminate at the end of the existing term. 3. RENT. Tenant shall pay to landlord rent as follows: The monthly rent for the first month, commencing October 1 , 1993 shall be $800.00. The monthly rent for the next five months, commencing November 1 , 1993, shall be $1600.00. The monthly rent for the next thirty months, commencing April 1 , 1994, shall be $1800.00. The monthly rent for the fourth, fifth, and sixth year, if the option to renew is exercised, commencing October 1 , 1996, shall be $2,000.00. The monthly rent for the seventh, eighth, and ninth year, if the option to renew is exercised, commencing October 1 , 1999 shall be the fair market