Exhibit 10.1
AMENDED AND RESTATED FIRST AMENDMENT TO LEASE
This Amended and Restated First Amendment to Lease (“Amendment”) is
entered into as of July 27 , 2022, by and between 900 Middlesex Property Owner,
LLC, a Massachusetts limited liability company with a usual place of business at 133 Pearl Street, Boston, Massachusetts 02110 (“Landlord”), and MarkForged, Inc., a Delaware corporation, located at 900 Middlesex Turnpike, Bldg. 4, Billerica, Massachusetts (“Tenant”).
WHEREAS, pursuant to a Lease dated as of March 2019 between Landlord and Tenant (the “Lease”), Tenant is presently leasing from Landlord, certain premises consisting of approximately 25,000 square feet as more fully described in the Lease (“Existing Premises”) at the real property known as 900 Middlesex Turnpike, Bldg. 4, Billerica, Massachusetts (the “Property”).
WHEREAS, Tenant has requested that Landlord increase the Premises by approximately 21,902 rentable square feet within the Building (the “Expansion Premises”), as defined in Exhibit A which Landlord has agreed to do and which shall be incorporated collectively into the definition of Leased Premises.
WHEREAS, Landlord and Tenant entered into a First Amendment to Lease dated December 7, 2021 and based upon various changing circumstances, have agreed to amend and restate in entirety the First Amendment to Lease as more fully described herein.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt whereof is hereby acknowledged, the parties agree as follows:
“LEASED PREMISES: Approximately 46,902 square feet of space located in the Building and identified on Exhibit A-1 as the Existing Premises and the Expansion Premises.”
“LEASE TERM: The Lease Term will expire on October 31, 2029”.
“EXPANSION COMMENCEMENT DATE: November 1, 2022,
subject to completion of Landlord’s Work, per Section 8 of this amendment.
“Expansion Rent Commencement Date means ninety (90) days following the earlier of (i) last day of the Buildout Period, or (ii) Tenant commencing operations in the Expansion Premises.”
Minimum Rent for the Existing Premises shall be paid as follows:
Period Ending |
Annual Minimum Rent |
Monthly Installment |
|
|
|
11/16/2019 |
$0.00 |
$0.00 |
11/30/2020 |
$343,750.00 |
$28,645.83 |
11/30/2021 |
$354,062.50 |
$29,505.21 |
10/31/2022 (11 mo) |
$364,684.38 |
$30,390.36 |
10/31/2023 |
$375,624.91 |
$31,302.08 |
10/31/2024 |
$386,893.65 |
$32,241.14 |
10/31/2025 |
$398,500.46 |
$33,208.37 |
10/31/2026 |
$410,455.48 |
$34,204.62 |
10/31/2027 |
$422,769.14 |
$35,230.76 |
10/31/2028 |
$435,452.22 |
$36,287.68 |
10/31/2029 |
$448,515.78 |
$37,376.32 |
Minimum Rent for the Expansion Premises shall be paid as follows:
Period Ending |
Annual Minimum Rent |
Monthly Installment |
5/31/2023 |
$0.00 |
$0.00 |
10/31/2023 |
$350,432.00 |
$29,202.67 |
10/31/2024 |
$360,944.96 |
$30,078.75 |
10/31/2025 |
$371,773.31 |
$30,981.11 |
10/31/2026 |
$382,926.51 |
$31,910.54 |
10/31/2027 |
$394,414.30 |
$32,867.86 |
10/31/2028 |
$406,246.73 |
$33,853.89 |
10/31/2029 |
$418,434.13 |
$34,869.51 |
To the extent that the dates are based on the timing of the buildout, the parties agree to execute a Rent Commencement Agreement confirming the dates.
That a new definition for “Buildout Period” is inserted the Lease as follows:
“BUILDOUT PERIOD: Subject to Applicable Law, Tenant shall be granted early access until the later of, (a) One Hundred and Twenty days (120) days from the Expansion Commencement Date, or (b) Landlord’s substantial completion of the work in Article 8 below(the “Buildout Period”) to commence Tenant improvements, including, without limitation, installation of its furniture, fixtures and equipment, and certain other improvements set forth in Exhibit “B-1” attached hereto (the “Tenant Improvements”), preparing the Leased Premises for the Tenant’s use so long as Tenant and its contractors do not interfere with Landlord and its contractors. Tenant shall, during the Buildout Period, be responsible for all utilities used by Tenant and shall provide Landlord with the required Tenant insurance prior to entering into occupancy during the Buildout Period. Notwithstanding anything to the contrary contained herein, Tenant shall not conduct any business on the Expansion Premises during the Buildout Access Period. In the event Tenant conducts any business in the Expansion Premises during the Buildout Period, the commencement of the Free Rent Period will deemed to have occurred and the Minimum Rent Commencement Date for the Expansion Premises will occur ninety (90) days following.”
“Pro Rata Share: Tenant’s Pro Rata Share shall be 26.55%, and will increase to 49.80% on the Expansion Premises Rent Commencement Date”.
Landlord.
“7.3 PARKING. Landlord and Tenant acknowledge that the Leased Premises includes the right of Tenant to park seventy-nine (79) passenger vehicles in the areas and space depicted on Exhibit A, of
which eight (8) will be designated by Landlord as reserved parking with no obligation on the part of Landlord to police or enforce such
reserved parking. Landlord will provide signage only, in form acceptable to Landlord in its reasonable discretion.”
ALLOWANCE. Landlord and Tenant agree that Landlord shall provide Tenant with an allowance of Five Hundred Forty Seven Thousand Five Hundred Fifty Dollars and 00/100 Dollars ($547,550.00) (the “Tenant Improvement Allowance”) for the Tenant Work and any other work and improvements that Tenant may in its discretion elect to make to the Premises (collectively the “Tenant Improvements”). The Tenant Improvement Allowance may be used for the Tenant Improvements and any costs relating to the design, construction, acquisition and installation of the Tenant Improvements to be installed in the Expansion Premises, including without limitation, architectural and engineering fees, licenses, permits and the costs of any and all plans and specifications and/or construction of the Tenant Improvements. With respect to all Tenant Improvements (i) Tenant’s choice of architects/space planner and contractor, if any, with respect to such Tenant Improvements, shall be subject to Landlord’s prior written approval, with approval not to be unreasonably withheld, conditioned or delayed, (ii) prior to commencement of construction of the Tenant Improvements, Tenant shall provide Landlord with plans and specifications for Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed, (iii) such Tenant Improvements shall be constructed in accordance with such plans and specifications approved by Landlord, and (iv) Tenant or Tenant’s contractor shall carry “Builder’s All Risk” insurance in commercially reasonable amounts covering the construction of Tenant Improvements. All Tenant Improvements shall be performed and completed in compliance with all applicable laws, codes, regulations and ordinances, free of liens and without any claims for unpaid bills or materials, labor or supplies. Tenant’s contractor or contractors for the Tenant Improvements shall be licensed and carry Worker’s Compensation insurance covering all of their respective employees, and shall also carry commercial general liability insurance, including property damage, all with commercially reasonable limits in form reasonably approved by Landlord. Tenant’s contractor or contractors shall submit to Landlord, a Certificate of Insurance, naming Landlord as an additional insured prior to the commencement of any Tenant Improvements. Tenant shall furnish to Landlord, to the extent applicable, executed construction permits, evidence reasonably satisfactory to Landlord of final inspection of the Tenant Improvements by all governmental agencies having jurisdiction over the Expansion Premises and such invoices, certifications, affidavits, lien releases and other documentation as Landlord may reasonably request, to be assured, to Landlord’s reasonable satisfaction, that the Tenant Improvements have been completed in compliance with all laws and, if applicable, in accordance with the plans and specifications approved by Landlord
and have been paid for by Tenant.
Landlord shall have the option to either pay such expenses directly or to have Tenant be responsible for paying such expenses. Tenant will be responsible for paying all costs of the Tenant Improvements in excess of the Tenant Improvement Allowance. If the Tenant Improvement allowance is not fully used by the first anniversary of the Expansion Commencement Date or the cost of the Tenant Improvements is less than the Tenant Improvement Allowance, such money shall remain the sole property of Landlord and shall be forfeited by Tenant and no longer offered. Tenant shall not be given any such surplus in cash or allowed to use such surplus in any manner and shall return such surplus to Landlord immediately. Landlord shall pay to Tenant (or if determined by Landlord directly to Tenant’s general contractor), the Tenant Improvement Allowance in multiple disbursements (but not more than once in any calendar month), following the receipt by Landlord of the following items:
and court costs), fees, fines, forfeitures, injuries, judgments, liabilities, liens, losses, obligations, orders, penalties, proceedings, stop notices and suits (collectively, “Claims”) in any way arising or resulting from or in connection with any breach or inaccuracy of such representation and warranty by the indemnifying party.
IN WITNESS WHEREOF, the Landlord and Tenant have executed this Amended and Restated First Amendment to Lease on the day and year set forth above.
LANDLORD: 900 MIDDLESEX PROPERTY OWNER LLC
By: 900MTPB4, LLC, Its Manager
By: 900M SPONSOR, LLC, Its Manager
By: /s/ Steven E. Goodman
Steven E. Goodman, Manager
TENANT: MARKFORGED, INC.
By: /s/ Mark Schwartz
Mark Schwartz
Its duly authorized Chief Financial Officer