Delaware | 1-33472 | 04-3483216 | ||
(State or other jurisdiction
of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
275 Grove Street
Newton, Massachusetts |
02466 |
|
(Address of principal executive offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
(d
)
10.1
TechTarget, Inc.
Date: November 22, 2010
By:
/s/ Jeffrey Wakely
Jeffrey Wakely
Chief Financial Officer
A. |
Landlord and Tenant are parties to that certain Lease Agreement dated August 4, 2009 (the
Lease
). Pursuant to the Lease, Landlord has leased to Tenant certain space currently
containing approximately 87,875 rentable square feet (the
Original Premises
) in Building
One, of which (i) approximately 14,527 rentable square feet are located on the first floor
(known as Suite No. 150), (ii) approximately 44,962 rentable square feet are located on the
second floor (known as Suite No. 200), and (iii) approximately 28,386 rentable square feet are
located on the third floor. Building One is located at One Riverside Center, 275 Grove
Street, Newton, Massachusetts 02466.
|
B. |
Landlord and Tenant desire to enter into this Amendment for the purpose of adding additional
premises to the Lease and otherwise supplementing the Lease as hereinafter set forth.
|
1. |
Addition of Premises
.
|
1.01 |
Landlord leases to Tenant and Tenant accepts the space known as Suite 315A,
containing approximately Eight Thousand Four Hundred (8,400) rentable square feet
located on the third floor of the portion of the Building known as Building One, as
such space is shown on
Exhibit A
attached hereto (the
Additional Space
), for the term
(the
Additional Space Term
) commencing on the Additional Space Commencement Date (as
such term is defined in
Section 1.06
below) and ending on the last day of the
Term of the Lease, unless the Lease or Tenants right to possession of the Premises
thereunder terminates sooner, in which case the Additional Space Term shall end on such
earlier termination date. During the Additional Space Term, the Additional Space shall
be part of the Premises pursuant to the Lease and, except as otherwise provided in this
Amendment, all terms and conditions contained in the Lease shall apply to the
Additional Space in the same manner as such terms and conditions apply to the Original
Premises.
|
1.02 |
Basic Rent per square foot of the Additional Space Rentable Area per annum
shall be:
|
1.03 |
The Basic Rent Commencement Date with respect to the Additional Space (but not
any other part of the Premises) shall be the date that is seven (7) full calendar
months after the Additional Space Commencement Date.
|
1.04 |
From and after the Additional Space Commencement Date, Tenants Pro Rata Share
pursuant to the Lease shall be 18.95%.
|
1.05 |
The Additional Space shall be used by Tenant solely for the Permitted Uses set
forth in the Lease.
|
1.06 |
The term
Additional Space Commencement Date
shall mean the day following the
date on which the Additional Space is ready for occupancy as provided in
Section
1.07
below. Notwithstanding the foregoing, if Tenants personnel shall occupy all
or any part of the Additional Space for the conduct of its business (which shall not
include Tenants (or its agents) activities related to the preparation of the
Additional Space for occupancy and use, including Tenants access to the Additional
Space pursuant to
Section 1.07
below) before the Additional Space Commencement
Date as determined pursuant to the preceding sentence, such date of occupancy shall,
for all purposes of this Amendment and the Lease, be the Additional Space Commencement
Date. Promptly after the determination of the Additional Space Commencement Date,
Landlord and Tenant shall executed and deliver a commencement letter substantially in
the form attached to the Lease as
Exhibit J
.
|
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1.07 |
Preparation of the Additional Space
.
|
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1.08 |
From and after the Additional Space Commencement Date, (a) the definition of
Parking Space
under Section 1.2 of the Lease shall be 289 parking spaces, subject to
the terms of Section 2.2 of the Lease; and (b) the portion of the first sentence of
Section 2.2 beginning with clause (ii) thereof shall be deleted and replaced with the
following:
|
(ii) |
two hundred eighty-nine (289) parking spaces,
of which twenty-four (24) parking spaces shall be within the executive
parking area under Building One, two hundred four (204) parking spaces
shall be in the exterior parking garage, and sixty-one (61) parking
spaces shall be located on the surface lot, on a non-exclusive,
first-come, first-served basis, and in accordance with the provisions
of
Exhibit G-1
.
|
1.09 |
Landlord shall use commercially reasonable efforts to install a submeter to
measure Tenants electricity as part of the Landlords Additional Space Work, if the
Additional Space is not already submetered or separately metered. If for any reason
such electricity is not submetered or separately metered at any time during the Term,
Tenant shall pay as additional rent all reasonably allocated charges attributable to
the furnishing of electricity to the Additional Space.
|
2. |
Right of First Offer Suite 305A Premises
. Landlord and Tenant hereby confirm that
the space known and numbered as Suite 305A in Building One, which space consists of
approximately 10,100 rentable square feet and is shown on
Exhibit C
attached hereto and made a
part hereof (the
Suite 305A Premises
), shall constitute space contiguous to the Premises
for the purpose of Article XVI of the Lease, and Tenant shall have the right of offer set
forth therein with respect to the Suite 305A Premises.
|
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3. |
Miscellaneous
.
|
3.01 |
This Amendment and the attached exhibits, which are hereby incorporated into
and made a part of this Amendment, set forth the entire agreement between the parties
with respect to the matters set forth herein. This Amendment shall be binding upon and
shall inure to the benefit of Landlord and Tenant and their respective legal
representatives, successors and assigns. There have been no additional oral or written
representations or agreements. Under no circumstances shall Tenant be entitled to any
Rent abatement, improvement allowance, leasehold improvements, or other work to the
Additional Space, or any similar economic incentives that may have been provided to
Tenant in connection with entering into the Lease, unless specifically set forth in
this Amendment. Tenant agrees that neither Tenant nor its agents or any other parties
acting on behalf of Tenant shall disclose any matters set forth in this Amendment or
disseminate or distribute any information concerning the terms, details or conditions
hereof to any person, firm or entity without obtaining the express written consent of
Landlord.
|
3.02 |
Except as herein modified or amended, the provisions, conditions and terms of
the Lease shall remain unchanged and in full force and effect.
|
3.03 |
In the case of any inconsistency between the provisions of the Lease and this
Amendment, the provisions of this Amendment shall govern and control.
|
3.04 |
Submission of this Amendment by Landlord is not an offer to enter into this
Amendment but rather is a solicitation for such an offer by Tenant. Landlord shall not
be bound by this Amendment until Landlord has executed and delivered the same to
Tenant. Tenant agrees that its execution of this Amendment constitutes a firm offer to
enter the same, which may not be withdrawn for a period of 30 days after delivery to
Landlord (or such other period as may be expressly provided in any other agreement
signed by the parties).
|
3.05 |
The capitalized terms used in this Amendment shall have the same definitions as
set forth in the Lease to the extent that such capitalized terms are defined therein
and not redefined in this Amendment.
|
3.06 |
Tenant hereby represents to Landlord that Tenant has dealt with no broker,
agent or finder in connection with this Amendment other than Colliers Meredith & Grew
and Jones Lang LaSalle (collectively, the
Brokers
). Tenant agrees to indemnify and
hold Landlord, its members, managers, principals, beneficiaries, partners, officers,
directors, employees, mortgagee(s) and agents, and the respective principals and
members of any such agents (collectively, the
Landlord Related Parties
) harmless from
all claims of any brokers other than the Brokers claiming to have represented Tenant in
connection with this Amendment. Landlord hereby represents to Tenant that Landlord has
dealt with no broker, agent or finder in connection with this Amendment other than the
Brokers. Landlord agrees to indemnify and hold Tenant, its members, managers,
principals, beneficiaries, partners, officers, directors, employees, and agents, and
the respective principals and members of any such agents (collectively, the
Tenant
Related Parties
) harmless from all claims of any brokers claiming to have represented
Landlord in connection with this Amendment.
|
- 6 -
3.07 |
Each signatory of this Amendment represents hereby that he or she has the
authority to execute and deliver the same on behalf of the party hereto for which such
signatory is acting.
|
3.08 |
This Amendment may be executed in counterparts and shall constitute an
agreement binding on all parties notwithstanding that all parties are not signatories
to the original or the same counterpart provided that all parties are furnished a copy
or copies thereof reflecting the signature of all parties. Transmission of a facsimile
or by email of a pdf copy of the signed counterpart of this Amendment shall be deemed
the equivalent of the delivery of the original, and any party so delivering a facsimile
or pdf copy of the signed counterpart of this Amendment by email transmission shall in
all events deliver to the other party an original signature promptly upon request.
|
3.09 |
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AMENDMENT OR THE
LEASE, THE LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) SHALL BE LIMITED TO
THE INTEREST OF LANDLORD IN THE PROPERTY. TENANT SHALL LOOK SOLELY TO LANDLORDS
INTEREST IN THE PROPERTY FOR THE RECOVERY OF ANY JUDGMENT OR AWARD AGAINST LANDLORD OR
ANY LANDLORD RELATED PARTY. NEITHER LANDLORD NOR ANY LANDLORD RELATED PARTY SHALL BE
PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY, AND IN NO EVENT SHALL LANDLORD OR ANY
LANDLORD RELATED PARTY BE LIABLE TO TENANT FOR ANY LOST PROFIT, DAMAGE TO OR LOSS OF
BUSINESS OR ANY FORM OF SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGE. BEFORE FILING SUIT
FOR AN ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD AND THE MORTGAGEE(S)
WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES, NOTICE AND REASONABLE TIME TO CURE THE
ALLEGED DEFAULT. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL TENANT, LANDLORD OR
ANY MORTGAGEES OR LANDLORD RELATED PARTIES EVER BE LIABLE FOR ANY CONSEQUENTIAL OR
INCIDENTAL DAMAGES (EXCEPT AS TO TENANT ITS LIABILITY FOR CONSEQUENTIAL DAMAGES AS
EXPRESSLY PROVIDED UNDER SECTION 22 OF THE LEASE) OR ANY LOST PROFITS OF LANDLORD OR
TENANT.
|
- 7 -
LANDLORD:
MA-Riverside Project, L.L.C. , a Delaware limited liability company |
||||
By: | /s/ Andrew Maher | |||
Name: | Andrew Maher | |||
Title: | Managing Director, Boston Leasing |
TENANT:
Tech Target, Inc. , a Delaware corporation |
||||
By: | /s/ Greg Strakosch | |||
Name: | Greg Strakosch | |||
Title: | CEO |
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