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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number 001-33092

LEMAITRE VASCULAR, INC.

(Exact name of registrant as specified in its charter)

     Delaware

     04-2825458

     (State or other jurisdiction of
incorporation or organization)

     (I.R.S. Employer
Identification No.)


63 Second Avenue, Burlington, Massachusetts	01803
(Address of principal executive offices)	(Zip Code)

(781) 221-2266

(Registrant’s telephone number, including area code)

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

     Title of each class

     Trading Symbol(s)

     Name of each exchange on which
registered

     Common stock, $0.01 par value per share

     LMAT

     The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company “in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 2, 2026, the registrant had 22,880,871 shares of common stock, par value $.01 per share, outstanding.

LEMAITRE VASCULAR

FORM 10-Q

TABLE OF CONTENTS


			Page

Part I.	Financial Information:		1

	Item 1.	Financial Statements	1

		Consolidated Balance Sheets as of September 30, 2026 (unaudited) and December 31, 2025	1

		Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025	2

		Unaudited Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2026 and 2025	3

		Unaudited Consolidated Statements of Stockholders’ Equity for the nine months ended September 30, 2026 and 2025	4

		Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025	6

		Notes to Unaudited Consolidated Financial Statements	7

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

	Item 3.	Quantitative and Qualitative Disclosure about Market Risk	31

	Item 4.	Controls and Procedures	31

Part II.	Other Information:		33

	Item 1.	Legal Proceedings	33

	Item 1A.	Risk Factors	33

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

	Item 5.	Other Information	34

	Item 6.	Exhibits	35

	Signatures		36

Part I. Financial Information

Item 1. Financial Statements

LeMaitre Vascular, Inc.

Consolidated Balance Sheets


	(unaudited)
	September 30,			December 31,
	2026			2025
	(in thousands, except share data)
Assets
Current assets:
Cash and cash equivalents	$	27,493		$	28,244
Short-term marketable securities		362,228			330,876
Accounts receivable, net of allowances of $1,409 at September 30, 2026 and $1,400 at December 31, 2025		35,876			33,610
Inventory and other deferred costs		71,272			70,422
Prepaid expenses and other current assets		8,642			5,080
Total current assets		505,511			468,232

Property and equipment, net		30,465			26,997
Right-of-use leased assets		18,503			15,762
Goodwill		65,945			65,945
Other intangibles, net		29,295			33,089
Deferred tax assets		746			759
Other assets		5,567			4,906
Total assets	$	656,032		$	615,690

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	4,159		$	3,646
Accrued expenses		26,686			29,411
Acquisition-related obligations		583			322
Lease liabilities - short-term		3,192			2,944
Total current liabilities		34,620			36,323

Convertible senior notes, net		169,317			168,645
Lease liabilities - long-term		16,342			14,003
Deferred tax liabilities		2,167			1,735
Other long-term liabilities		1,455			1,468
Total liabilities		223,901			222,174

Stockholders’ equity:
Preferred stock, $0.01 par value; 3,000,000 shares authorized; none issued and outstanding		—			—
Common stock, $0.01 par value; 37,000,000 shares authorized, 24,509,684 and 24,396,904 shares issued, 22,880,417 and 22,772,607 shares outstanding, respectively		245			244
Additional paid-in capital		238,938			228,407
Retained earnings		215,324			184,715
Accumulated other comprehensive loss		(4,460	)		(2,411	)
Treasury stock, at cost; 1,629,267 and 1,624,297 shares, respectively		(17,916	)		(17,439	)
Total stockholders’ equity		432,131			393,516
Total liabilities and stockholders’ equity	$	656,032		$	615,690

See accompanying notes to consolidated financial statements.

LeMaitre Vascular, Inc.

Consolidated Statements of Operations

(unaudited)


	Three months ended						Nine months ended
	September 30,						September 30,
	2026			2025			2026			2025
	(in thousands, except per share data)						(in thousands, except per share data)
Net sales	$	67,970		$	61,046		$	204,903		$	185,149
Cost of sales		19,265			15,091			57,038			52,800

Gross profit		48,705			45,955			147,865			132,349

Sales and marketing		14,506			11,923			43,429			41,030
General and administrative		12,083			10,750			35,239			31,633
Research and development		4,421			2,970			13,328			10,606

Total operating expenses		31,010			25,643			91,996			83,269

Income from operations		17,695			20,312			55,869			49,080

Other income (expense):
Investment income		3,365			3,864			10,075			9,747
Interest expense		(1,304	)		(1,297	)		(3,906	)		(3,886	)
Other (loss) income, net		(82	)		(306	)		(503	)		(57	)

Income before income taxes		19,674			22,573			61,535			54,884
Provision for income taxes		4,650			5,211			13,782			12,732

Net income	$	15,024		$	17,362		$	47,753		$	42,152

Earnings per share of common stock:
Basic	$	0.66		$	0.77		$	2.09		$	1.86
Diluted	$	0.65		$	0.75		$	2.07		$	1.84

Weighted-average shares outstanding:
Basic		22,871			22,660			22,844			22,615
Diluted		23,071			24,392			23,064			22,915

Cash dividends declared per common share	$	0.25		$	0.20		$	0.75		$	0.60

See accompanying notes to consolidated financial statements.

LeMaitre Vascular, Inc.

Consolidated Statements of Comprehensive Income

(unaudited)


	Three months ended					Nine months ended
	September 30,					September 30,
	2026			2025		2026			2025
	(in thousands)					(in thousands)
Net income	$	15,024		$	17,362	$	47,753		$	42,152
Other comprehensive income (loss):
Foreign currency translation adjustment, net		382			3		(364	)		2,842
Unrealized (loss) gain on marketable securities		(677	)		83		(1,685	)		430
Total other comprehensive (loss) income		(295	)		86		(2,049	)		3,272

Comprehensive income	$	14,729		$	17,448	$	45,704		$	45,424

See accompanying notes to consolidated financial statements.

LeMaitre Vascular, Inc.

Consolidated Statements of Stockholders’ Equity

(unaudited)

(dollars in thousands)


										Accumulated
					Additional					Other								Total
	Common Stock				Paid-in		Retained			Comprehensive			Treasury Stock					Stockholders’
	Shares		Amount		Capital		Earnings			Income (Loss)			Shares		Amount			Equity
Balance at December 31, 2025		24,396,904	$	244	$	228,407	$	184,715		$	(2,411	)		1,624,297	$	(17,439	)	$	393,516
Net income								15,679											15,679
Other comprehensive (loss) income											(1,446	)							(1,446	)
Issuance of common stock for stock options exercised		66,571		1		2,951													2,952
Vested restricted stock units		7,493		—															—
Vested performance-based restricted stock units		5,859		—															—
Repurchase of common stock for net settlement of equity awards														4,797		(460	)		(460	)
Stock-based compensation expense						2,092													2,092
Common stock dividend paid								(5,711	)										(5,711	)
Balance at March 31, 2026		24,476,827	$	245	$	233,450	$	194,683		$	(3,857	)		1,629,094	$	(17,899	)	$	406,622
Net income								17,050											17,050
Other comprehensive income (loss)											(308	)							(308	)
Issuance of common stock for stock options exercised		16,703		—		776													776
Vested restricted stock units		672		—															—
Repurchase of common stock for net settlement of equity awards														173		(17	)		(17	)
Stock-based compensation expense						1,935													1,935
Common stock dividend paid								(5,716	)										(5,716	)
Balance at June 30, 2026		24,494,202	$	245	$	236,161	$	206,017		$	(4,165	)		1,629,267	$	(17,916	)	$	420,342
Net income								15,024											15,024
Other comprehensive income (loss)											(295	)							(295	)
Issuance of common stock for stock options exercised		15,482		—		748													748
Stock-based compensation expense						2,029													2,029
Common stock dividend paid								(5,717	)										(5,717	)
Balance at September 30, 2026		24,509,684	$	245	$	238,938	$	215,324		$	(4,460	)		1,629,267	$	(17,916	)	$	432,131

LeMaitre Vascular, Inc.

Consolidated Statements of Stockholders’ Equity

(unaudited)

(dollars in thousands)


										Accumulated
					Additional					Other								Total
	Common Stock				Paid-in		Retained			Comprehensive			Treasury Stock					Stockholders’
	Shares		Amount		Capital		Earnings			Income (Loss)			Shares		Amount			Equity
Balance at December 31, 2024		24,153,165	$	242	$	213,760	$	145,090		$	(6,184	)		1,603,825	$	(15,618	)	$	337,290
Net income								11,011											11,011
Other comprehensive income (loss)											1,031								1,031
Issuance of common stock for stock options exercised		33,465		—		1,312													1,312
Vested restricted stock units		9,638		—															—
Vested performance-based restricted stock units		7,923		—															—
Repurchase of common stock for net settlement of equity awards														6,065		(601	)		(601	)
Stock-based compensation expense						2,046													2,046
Common stock dividend paid								(4,517	)										(4,517	)
Balance at March 31, 2025		24,204,191	$	242	$	217,118	$	151,584		$	(5,153	)		1,609,890	$	(16,219	)	$	347,572
Net income								13,779											13,779
Other comprehensive income (loss)											2,155								2,155
Issuance of common stock for stock options exercised		42,485		—		1,760													1,760
Vested restricted stock units		147		—															—
Repurchase of common stock for net settlement of equity awards														52		(4	)		(4	)
Stock-based compensation expense						1,944													1,944
Common stock dividend paid								(4,520	)										(4,520	)
Balance at June 30, 2025		24,246,823	$	242	$	220,822	$	160,843		$	(2,998	)		1,609,942	$	(16,223	)	$	362,686
Net income								17,362											17,362
Other comprehensive income (loss)											86								86
Issuance of common stock for stock options exercised		44,623		1		1,583													1,584
Stock-based compensation expense						1,740													1,740
Common stock dividend paid								(4,535	)										(4,535	)
Balance at September 30, 2025		24,291,446	$	243	$	224,145	$	173,670		$	(2,912	)		1,609,942	$	(16,223	)	$	378,923

See accompanying notes to consolidated financial statements.

LeMaitre Vascular, Inc.

Consolidated Statements of Cash Flows

(unaudited)


	For the nine months ended
	September 30,
	2026			2025
	(in thousands)
Operating activities
Net income	$	47,753		$	42,152
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		8,170			7,813
Stock-based compensation		6,056			5,730
Amortization of issuance costs on convertible senior notes		672			653
Non-cash investment income		(253	)		—
Provision for inventory write-downs		2,548			1,893
Provision for credit losses		675			455
Foreign currency transaction effect on income		316			(79	)
Changes in operating assets and liabilities:
Accounts receivable		(3,347	)		(1,403	)
Inventory and other deferred costs		(3,584	)		(6,805	)
Prepaid expenses and other assets		(4,244	)		1,639
Accounts payable and other liabilities		(636	)		5,327
Accrued interest		(1,078	)		719
Net cash provided by operating activities		53,048			58,094

Investing activities
Purchases of short-term marketable securities		(390,987	)		(43,015	)
Purchases of property and equipment		(7,429	)		(5,006	)
Payments related to acquisitions, net of cash acquired		(194	)		(95	)
Proceeds from short-term marketable securities		358,201			—
Net cash used in investing activities		(40,409	)		(48,116	)

Financing activities
Proceeds from stock option exercises		4,473			4,657
Deferred payments for acquisitions		(95	)		(1,433	)
Payment of withholding taxes in connection with net settlement of equity awards		(477	)		(605	)
Common stock cash dividend paid		(17,144	)		(13,572	)
Net cash used in financing activities		(13,243	)		(10,953	)

Effect of exchange rate changes on cash and cash equivalents		(147	)		859
Net (decrease) increase in cash and cash equivalents		(751	)		(116	)
Cash and cash equivalents at beginning of period		28,244			25,610
Cash and cash equivalents at end of period	$	27,493		$	25,494

Non-cash operating activities
Right-of-use assets obtained in exchange for new operating lease obligations	$	5,571		$	1,003

Supplemental cash flow information
Cash paid for amounts included in the measurement of operating lease liabilities	$	3,978		$	2,546
Cash paid for interest	$	4,313		$	2,659
Cash paid for income taxes	$	16,369		$	8,871

See accompanying notes to consolidated financial statements.

LeMaitre Vascular, Inc.

Notes to Consolidated Financial Statements

September 30, 2026

(unaudited)

1. Basis of Presentation and Summary of Significant Accounting Policies

Overview

Unless the context requires otherwise, references to LeMaitre, LeMaitre Vascular, and the Company refer to LeMaitre Vascular, Inc. and its subsidiaries. The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying unaudited consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

The accompanying unaudited interim financial statements and related notes have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s financial position as of September 30, 2026, and results of operations for the three and nine months ended September 30, 2026 and 2025, and cash flows for the nine months ended September 30, 2026 and 2025, have been made. The Company’s results of operations for the three and nine months ended September 30, 2026, are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2026.

Significant Accounting Policies

A summary of the Company's significant accounting policies is included in Note 1 of the "Notes to Consolidated Financial Statements" contained in its Form 10-K for the year ended December 31, 2025. The Company believes that the consistent application of these policies enables it to provide users of the financial statements with useful and reliable information about its operating results and financial condition.

Beginning in 2026, the Company is self‑insured for certain employee health benefits up to specified retention levels for its US-based employees. The Company records an expense as incurred with a liability for self‑insured risks based on its estimate of the ultimate cost of both reported claims and claims incurred but not yet reported as of the balance sheet date. Expenses are allocated to the applicable employee department on the consolidated statement of operations and liabilities are recorded to accrued expenses on the consolidated balance sheet.

The estimation of self‑insurance liabilities is a significant accounting estimate because it requires judgment and is subject to inherent uncertainty. Key assumptions used in estimating the liability include historical claims experience, claim development patterns, severity and frequency of claims, changes in healthcare costs, legal or regulatory developments, and other factors that may influence the ultimate cost of settling claims. The Company also uses information provided by third‑party administrators and independent actuarial specialists in developing these estimates.

There have been no other significant changes during the three and nine months ended September 30, 2026 in any of the Company's Significant Accounting Policies from those contained in its Form 10-K for the year ended December 31, 2025.

Recently Adopted Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-04, Induced Conversions of Convertible Debt Instruments. The new guidance clarifies the assessment of whether a transaction should be accounted for as an induced conversion or extinguishment of convertible debt when changes are made to conversion features as part of an offer to settle the instrument. The guidance is effective for fiscal years beginning after December 15, 2025, including interim reporting periods within those annual reporting periods, with early adoption permitted, and it can be adopted either on a prospective or retrospective basis. The Company adopted ASU 2024-04 effective

January 1, 2026, on a prospective basis. The adoption did not have a material impact on the Company's consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Modifications to Receivable and Contract Assets. The new guidance reduces the cost and complexity of applying the current expected credit loss model to current accounts receivable and current contract assets for public business entities through a practical expedient to assume that current conditions as of the balance sheet date will continue for the remaining life of assets. The guidance is effective for fiscal years beginning after December 15, 2025, including interim periods within those annual periods, with early adoption permitted on a prospective basis. The Company adopted ASU 2025-05 effective January 1, 2026 and elected the practical expedient. The adoption did not have a material impact on the Company's consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other- Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The new guidance modernizes the accounting for internal-use software to current development practices, clarifies when to begin capitalizing costs and enhances disclosure requirements. The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those annual periods, with early adoption permitted, and it can be adopted either on a prospective or retrospective basis. The Company adopted ASU 2025-06 effective January 1, 2026, on a prospective basis. The adoption did not have a material impact on the Company's consolidated financial statements.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03), which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company’s annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently in the process of evaluating the impact of this pronouncement on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvement. The new guidance creates a comprehensive list of required interim disclosures and incorporates a disclosure principle that requires disclosures at interim periods when an event or change that has a material effect on an entity has occurred since the previous year end. The guidance is effective for interim periods within fiscal years beginning after December 15, 2027 and it can be adopted either on a prospective or retrospective basis. The Company is currently in the process of evaluating the impact of this pronouncement on its consolidated financial statements and related disclosures.

2. Investments

Investment Components

The Company invests in short-term marketable securities, which include money markets held in the investment portfolios, equity securities, and available-for-sale debt securities. Available-for-sale debt securities are carried at fair value, with unrealized gains and losses recorded in accumulated other comprehensive income (loss). Interest, dividends, and realized gains and losses are recorded in investment income within other income (loss) on the statement of operations.

The components of investments consisted of the following:


	Fair Value Level	Amortized Cost Basis		Gross Unrealized Gain		Gross Unrealized Loss			Fair Value
September 30, 2026	(in thousands)
Corporate debt securities	Level 2	$	141,315	$	13	$	(553	)	$	140,775
United States government agency securities	Level 2		62,811		—		(874	)		61,937
Asset-backed securities	Level 2		44,615		—		(131	)		44,484
Yankee debt securities	Level 2		9,465		—		(40	)		9,425
Commercial paper	Level 2		45,215		2		(67	)		45,150
Certificates of deposit	Level 2		6,375		—		(5	)		6,370
Total debt investments			309,796		15		(1,670	)		308,141
Money market investments	Level 1		54,087		—		—			54,087
Total short-term marketable securities		$	363,883	$	15	$	(1,670	)	$	362,228


	Fair Value Level	Amortized Cost Basis		Gross Unrealized Gain		Gross Unrealized Loss			Fair Value
December 31, 2025	(in thousands)
Corporate debt securities	Level 2	$	168,802	$	46	$	(102	)	$	168,746
United States government agency securities	Level 2		53,380		43		—			53,423
Asset-backed securities	Level 2		33,249		35		(1	)		33,283
Yankee debt securities	Level 2		10,599		7		(3	)		10,603
Commercial paper	Level 2		5,618		4		—			5,622
Certificates of deposit	Level 2		1,595		1		—			1,596
Total debt investments			273,243		136		(106	)		273,273
Equity investments	Level 1		19,997		—		—			19,997
Money market investments	Level 1		37,606		—		—			37,606
Total short-term marketable securities		$	330,846	$	136	$	(106	)	$	330,876

As of September 30, 2026, certain available-for-sale securities were in an unrealized loss position. The Company does not intend to sell, and it is more-likely-than-not that the Company will not be required to sell, these securities before recovery of their amortized cost basis. Accordingly, the Company concluded that no credit losses were required to be recognized as of September 30, 2026.

Contractual Maturities

The contractual maturities of available-for-sale debt securities as of September 30, 2026 were as follows:


	September 30, 2026
	Amortized Cost Basis		Fair Value
	(in thousands)
Due in one year or less	$	248,893	$	248,345
Due after one year through five years		114,990		113,883
Total	$	363,883	$	362,228

3. Inventory and Other Deferred Costs

Inventory and other deferred costs consisted of the following:


	September 30, 2026		December 31, 2025
	(in thousands)
Raw materials	$	19,505	$	20,892
Work-in-process		3,961		2,922
Finished products		33,609		34,432
Other deferred costs		14,197		12,176
Total inventory and other deferred costs	$	71,272	$	70,422

The Company had inventory on consignment at customer sites of $1.9 million and $1.6 million as of September 30, 2026, and December 31, 2025, respectively.

In connection with the Company’s RestoreFlow allograft business, other deferred costs include costs incurred for the preservation of human tissues available for shipment, tissues currently in active processing, and tissues held in quarantine pending release to implantable status. By federal law, human tissues cannot be bought or sold. Therefore, the tissues the Company preserves are not held as inventory, and the costs the Company incurs to procure and process vascular tissues are instead accumulated and deferred. These costs include fixed and variable overhead costs associated with the cryopreservation process, including primarily direct labor costs, tissue recovery fees, inbound freight charges, indirect materials, and facilities costs. The Company expenses general and administrative expenses and selling expenses associated with the provision of these services as incurred.

4. Goodwill and Other Intangible Assets

There was no change to goodwill during the nine months ended September 30, 2026. Other intangible assets consisted of the following:


	September 30, 2026						December 31, 2025
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Value		Amortization		Value		Value		Amortization		Value
	(in thousands)
Product technology and intellectual property	$	29,549	$	22,988	$	6,561	$	29,549	$	21,290	$	8,259
Trademarks, tradenames and licenses		3,767		2,818		949		3,767		2,599		1,168
Customer relationships		39,625		18,510		21,115		39,366		16,356		23,010
Other intangible assets		2,468		1,798		670		2,255		1,603		652

Total identifiable intangible assets	$	75,409	$	46,114	$	29,295	$	74,937	$	41,848	$	33,089

Intangible assets consist primarily of customer relationships, purchased developed technology, trademarks, licenses, and non-compete provisions, and are amortized over their estimated useful lives. The weighted-average amortization period for these intangibles as of September 30, 2026, is 7.8 years. The Company includes amortization expense in general and administrative expense as follows:


	Three months ended September 30,				Nine months ended September 30,
	2026		2025		2026		2025
	(in thousands)				(in thousands)
Amortization expense	$	1,436	$	1,441	$	4,266	$	4,298

Estimated amortization expense for the remainder of 2026, and for each of the next five fiscal years, based upon intangible assets at September 30, 2026, is as follows:


	Year ended December 31,
	2026		2027		2028		2029		2030		2031
	(in thousands)
Amortization expense	$	1,421	$	5,382	$	4,902	$	4,854	$	3,812	$	2,677

5. Accrued Expenses and Other Long-term Liabilities

Accrued expenses consisted of the following:


	September 30, 2026		December 31, 2025
	(in thousands)
Compensation and related taxes	$	14,864	$	18,286
Accrued inventory purchases		4,698		4,197
Accrued expenses		4,762		2,752
Accrued interest		719		1,797
Income and other taxes		894		1,661
Professional fees		220		172
Other		529		546
Total	$	26,686	$	29,411

Other long-term liabilities consisted of the following:


	September 30, 2026		December 31, 2025
	(in thousands)
Acquisition-related liabilities	$	572	$	624
Income taxes		502		504
Other		381		340
Total	$	1,455	$	1,468

6. Income Taxes

As part of the process of preparing its consolidated financial statements, the Company is required to determine its income taxes in each of the jurisdictions in which it operates. This process involves the Company estimating its actual current tax expense together with assessing temporary differences resulting from recognition of items for income tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the Company’s consolidated balance sheet. The Company must then assess the likelihood that its deferred tax assets will be recovered from taxable income during the carryback period or in the future, and to the extent the Company believes that recovery is not more likely than not, the Company must establish a valuation allowance. To the extent the Company establishes a valuation allowance or increases its allowance in a period, the Company must reflect this increase as an expense within the tax provision in the statement of operations. The Company does not provide for income taxes on undistributed earnings of certain foreign subsidiaries, as its intention is to permanently reinvest these earnings.

The Company recognizes, measures, presents, and discloses in its consolidated financial statements any uncertain tax positions that it has taken, or expects to take on a tax return. The Company operates in multiple taxing jurisdictions, both inside and outside the United States, and may be subject to audits from various tax authorities. Management’s judgment is required in determining the Company’s provision for income taxes, deferred tax assets and liabilities, liabilities for uncertain tax positions, and any valuation allowance recorded against the Company’s net deferred tax assets. The Company monitors the realizability of its deferred tax assets and will adjust the valuation allowance accordingly.

The Company’s policy is to classify interest and penalties related to unrecognized tax benefits as income tax expense. The Company’s 2026 income tax expense varies from the statutory rate mainly due to the generation of federal and state tax credits, permanent items, different statutory rates from its foreign subsidiaries, and discrete stock option exercises. The Company’s 2025 income tax expense varied from the statutory rate mainly due to the generation of federal and state tax credits, permanent items, different statutory rates from its foreign subsidiaries, and discrete stock option exercises.

The Company has reviewed the tax positions taken, or to be taken, in its tax returns for all tax years currently open to examination by a taxing authority. As of September 30, 2026, the gross amount of unrecognized tax benefits exclusive of interest and penalties was $0.4 million. The Company remains subject to examination until the statute of limitations expires for each remaining respective tax jurisdiction. The statute of limitations will be open with respect to these tax positions until 2031. A reconciliation of the beginning and ending amount of the Company’s unrecognized tax benefits is as follows:


	Nine months ended September 30, 2026
	(in thousands)
Unrecognized tax benefits as of December 31, 2025	$	410
Additions/adjustments for tax positions of current year		—
Additions/adjustments for tax positions of prior years		12
Reductions for settlements with taxing authorities		—
Reductions for lapses of the applicable statutes of limitations		—
Unrecognized tax benefits as of September 30, 2026	$	422

As of September 30, 2026, a summary of the tax years that remain subject to examination in the Company’s taxing jurisdictions is as follows:


United States		2022 and forward
Foreign		2017 and forward

7. Convertible Senior Notes

Convertible senior notes consisted of the following:


	September 30, 2026			December 31, 2025
	(in thousands)
Principal amount of convertible senior notes	$	172,500		$	172,500
Less: Current portion of convertible senior notes		—			—
Convertible senior notes, net of current portion		172,500			172,500
Debt discount, net of accretion		(3,183	)		(3,855	)
Convertible senior notes, net of discount and current portion	$	169,317		$	168,645

On December 19, 2024, the Company issued $172.5 million aggregate principal amount of convertible senior notes due 2030 (the "Senior Convertible Notes"), in a Rule 144A private placement to qualified institutional buyers pursuant to an indenture dated December 19, 2024, by and between the Company and U.S. Bank Trust Company, National Association (the “Indenture”).

The Senior Convertible Notes will mature on February 1, 2030, unless earlier repurchased, redeemed, or converted. The proceeds from the issuance of the Senior Convertible Notes were approximately $167.7 million, net of initial purchaser discounts and other debt issuance costs totaling $4.8 million.

The Senior Convertible Notes bear interest at a rate of 2.50% per year and interest is payable semiannually in arrears on August 1 and February 1 of each year. For the nine months ended September 30, 2026 and 2025, the Company made $4.3 million and $2.7 million in interest payments, respectively. The initial conversion rate was 8.3521 shares of common stock per $1,000 principal amount of the Senior Convertible Notes, which represents an initial conversion price of approximately $119.73 per share of common stock and a premium of approximately 30% over the closing price of the Company’s common stock on December 16, 2024. In connection with the most recent payment made by the Company on September 3, 2026 of a quarterly cash dividend of $0.25 per share (an increase from the quarterly dividend amount of $0.16 per share as of the time of issuance of the Senior Convertible Notes), the conversion rate of the Senior Convertible Notes was increased to 8.3910 shares of common stock per $1,000 principal amount of the Senior Convertible Notes, which represents a conversion price of approximately $119.18 per share of common stock. A similar adjustment to the conversion rate will be made by the Company upon payment of the quarterly cash dividend of $0.25 on December 3, 2026, and upon payment of subsequent quarterly dividends in excess of $0.16 per share. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events as described in the Indenture.

Noteholders may convert all or a portion of their Senior Convertible Notes at their option only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2025, if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period in which the trading price per $1,000 principal amount of Senior Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company’s common stock, as described in the Indenture; (4) if the Company calls (or is deemed to have called) any Senior Convertible Notes for redemption; and (5) at any time from, and including, August 1, 2029, until the close of business on the second scheduled trading day immediately before the maturity date. The Company has the right to elect to settle conversions either in cash, shares of its common stock, or in a combination of cash and shares of its common stock.

Additional interest of up to 0.5% per annum is payable if the Company fails to timely file required documents or reports with the SEC or the Senior Convertible Notes cease to be freely tradable (as defined in the Indenture). The Company determined that the higher interest payments required in certain circumstances were embedded derivatives that should be bifurcated and accounted for at fair value. The Company assessed the value of the embedded derivatives at each balance sheet date and determined they had de minimis value.

Prior to February 5, 2028, the Senior Convertible Notes will not be redeemable. On or after February 5, 2028, until the 40th trading day immediately before the maturity date, the Company may redeem for cash all or any portion of the Senior Convertible Notes (subject to the partial redemption limitation set forth in the Indenture), at its option, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30-consecutive-trading-day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. In addition, calling any Senior Convertible Note for redemption will constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) with respect to that Senior Convertible Note, in which case the conversion rate applicable to the conversion of that Senior Convertible Note will be increased in certain circumstances if it is converted after it is called for redemption.

During each of the nine months ended September 30, 2026 and 2025, the Company recognized $3.2 million in interest expense related to the 2.50% cash coupon of the Senior Convertible Notes and $0.7 million of amortization expense of the debt issuance costs. As of September 30, 2026, the estimated fair value of the Senior Convertible Notes was $172.9 million compared to $172.3 million as of December 31, 2025. The fair value was determined based on the quoted price of the last trade of the Senior Convertible Notes prior to the end of the reporting period in an inactive market, which is considered as Level 2 in the fair value hierarchy.

8. Stock-Based Compensation

The Company’s Fourth Amended and Restated 2006 Stock Option and Incentive Plan allows for granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock units, performance-based restricted stock units, unrestricted stock awards, and deferred stock awards to its officers, employees, directors, and consultants. The components of stock-based compensation expense included in the consolidated statements of operations are as follows:


	Three months ended				Nine months ended
	September 30,				September 30,
	2026		2025		2026		2025
	(in thousands)				(in thousands)
Stock option awards	$	901	$	790	$	2,578	$	2,600
Restricted stock units		629		610		1,986		1,930
Performance-based restricted stock units		499		340		1,492		1,200

Total stock-based compensation	$	2,029	$	1,740	$	6,056	$	5,730

Stock-based compensation is included in the Company’s consolidated statements of operations as follows:


	Three months ended				Nine months ended
	September 30,				September 30,
	2026		2025		2026		2025
	(in thousands)				(in thousands)
Cost of sales	$	284	$	269	$	893	$	821
Sales and marketing		290		356		901		1,081
General and administrative		1,251		915		3,663		3,231
Research and development		204		200		599		597

Total stock-based compensation	$	2,029	$	1,740	$	6,056	$	5,730

During the nine months ended September 30, 2026, the Company granted 520 restricted stock units. The Company did not grant any options or performance-based restricted stock units during the nine months ended September 30, 2026. During the nine months ended September 30, 2025, the Company granted 741 options, 1,521 restricted stock units, and 129 performance-based restricted stock units. The Company issued 112,780 and 138,231 shares of common stock following the exercise or vesting of underlying stock options, restricted stock units, and performance-based restricted stock units during the nine months ended September 30, 2026 and 2025, respectively.

9. Net Income per Share

Basic net income per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income per share reflects the potential dilution that could occur from securities or other contracts to issue common stock, including senior convertible notes, stock options, restricted stock units, and performance-based restricted stock units. Diluted net income per share for the Company's convertible senior notes is calculated using the if-converted method. Under this method, interest expense, net of tax, associated with the convertible senior notes is added back to net income and the shares issuable upon conversion are included in diluted weighted-average shares outstanding.

A reconciliation of the numerators and the denominators of the basic and dilutive net income per common share computations are as follows:


	Three months ended				Nine months ended
	September 30,				September 30,
	2026		2025		2026		2025
	(in thousands, except per share data)				(in thousands, except per share data)
Numerator:
Net income - basic	$	15,024	$	17,362	$	47,753	$	42,152
Effect of dilutive shares on net income
Interest expense on convertible senior notes, net of tax		—		999		—		—
Net income - diluted	$	15,024	$	18,361	$	47,753	$	42,152

Denominator:
Weighted average basic common shares outstanding		22,871		22,660		22,844		22,615
Effect of dilutive securities:
Options to purchase common stock		131		209		156		227
Restricted stock units		32		48		30		42
Performance-based restricted stock units		37		34		34		31
Convertible senior notes		—		1,441		—		—
Weighted average dilutive common shares outstanding		23,071		24,392		23,064		22,915

Net income per share:
Basic	$	0.66	$	0.77	$	2.09	$	1.86
Diluted	$	0.65	$	0.75	$	2.07	$	1.84

During the three and nine months ended September 30, 2026 and 2025, the Company had $172.5 million aggregate principal amount of 2.5% Senior Convertible Notes outstanding. The Senior Convertible Notes were assumed to have been converted at the beginning of the reporting period for purposes of calculating diluted net income per share. For the three months ended September 30, 2025, the Company added back $1.0 million of after-tax interest expense to the numerator and included 1.4 million shares issuable upon conversion in the denominator. Because the effect of the assumed conversion was dilutive, the Senior Convertible Notes were included in the computation of diluted net income per share for the three months ended September 30, 2025. The effect of the assumed conversion was antidilutive for the three and nine months ended September 30, 2026 and the nine months ended September 30, 2025 and, therefore, the Senior Convertible Notes were excluded from the computation of diluted net income per share for those periods.

The Company has excluded potential dilutive securities from the computation of diluted earnings per common share that would be anti-dilutive to net income per common share. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net income per common share attributable to common shareholders for the periods indicated because including them would have an anti-dilutive effect:


	Three months ended				Nine months ended
	September 30,				September 30,
	2026		2025		2026		2025
	(in thousands)				(in thousands)
Convertible senior notes		1,443		—		1,443		1,441
Options to purchase common stock		284		125		290		125
Restricted stock units		—		—		—		30
Performance-based restricted stock units		—		—		—		5
		1,727		125		1,733		1,601

10. Stockholders’ Equity

Share Repurchase Program

On February 19, 2026, the Company’s Board of Directors authorized the repurchase of up to $100.0 million of the Company’s common stock through transactions on the open market, in privately negotiated purchases, or otherwise until February 18, 2027. The repurchase program may be suspended or discontinued at any time. To date, the Company has not made any repurchases under this program.

Dividends

In February 2011, the Company’s Board of Directors approved a policy for the payment of quarterly cash dividends on its common stock. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the Board of Directors on a quarterly basis. The dividend activity for the periods presented is as follows:


Record Date	Payment Date	Per Share Amount		Dividend Payment
				(in thousands)
Fiscal Year 2026
March 12, 2026	March 26, 2026	$	0.25	$	5,711
May 21, 2026	June 4, 2026	$	0.25	$	5,716
August 20, 2026	September 3, 2026	$	0.25	$	5,717

Fiscal Year 2025
March 13, 2025	March 27, 2025	$	0.20	$	4,517
May 15, 2025	May 29, 2025	$	0.20	$	4,520
August 21, 2025	September 4, 2025	$	0.20	$	4,535
November 20, 2025	December 4, 2025	$	0.20	$	4,538

On October 27, 2026, the Company’s Board of Directors approved a quarterly cash dividend on its common stock of $0.25 per share payable on December 3, 2026, to stockholders of record at the close of business on November 19, 2026.

11. Commitments and Contingencies

Operating Leases

The Company determines if an arrangement is a lease at inception of the contract. The Company has operating leases for buildings, primarily for office space, manufacturing, and distribution, as well as automobiles and printing equipment. As of September 30, 2026, the Company had the following building and facility leases capitalized on the balance sheet:


Location (leases)	Purpose	Expiration

Americas
Fox River Grove, IL (2)	RestoreFlow allografts business	December 2026
North Brunswick, NJ	Artegraft biologic business	October 2029
Burlington, MA	Corporate headquarters	December 2030
Billerica, MA	Warehousing and distribution	December 2032
Burlington, MA (5)	Corporate headquarters and manufacturing	December 2034
Mississauga, Canada	Canada sales office and distribution	March 2036

Europe, Middle East and Africa
Hereford, England	United Kingdom sales office and distribution	March 2027
Milan, Italy	Italy sales office and distribution	September 2027
Madrid, Spain	Spain sales office and distribution	June 2029
Maisons-Alfort, France	France sales office and distribution	February 2030
Glattbrugg, Switzerland	Switzerland sales office and distribution	February 2030
Dublin, Ireland	Ireland sales office and distribution	September 2030
Sulzbach, Germany	European headquarters and distribution	June 2031

Asia Pacific
Seoul, Korea	Korea sales office and distribution	April 2027
Tokyo, Japan	Japan sales office and distribution	July 2027
Shanghai, China	China sales office and distribution	October 2027
Singapore	Asia Pacific headquarters and distribution	June 2028
Bangkok, Thailand	Thailand sales office and distribution	August 2029
Docklands, Australia	Australia sales office and distribution	April 2030
Ballarat, Australia	Supply facility	December 2030

Operating lease right-of-use (ROU) assets and operating lease liabilities are recognized based on the present value of the future lease minimum payments over the lease term at commencement date. Many of the lease agreements contain renewal or termination clauses that are factored into the determination of the lease term if it is reasonably certain that these options would be exercised. The Company recognizes lease expense for these leases on a straight-line basis over the lease term.

None of the Company’s noncancelable lease payments include non-lease components such as maintenance contracts. The Company generally reimburses the landlord for direct operating costs associated with the leased space. The Company has no subleases, and there are no residual value guarantees associated with, or restrictive covenants imposed by, any of its leases. The Company held no assets under finance leases as of September 30, 2026. The Company elected the package of practical expedients that allow it to omit leases with initial terms of 12 months or less from its balance sheet, which the Company expenses on a straight-line basis over the term of the lease.

The interest rate implicit in lease agreements is typically not readily determinable, and as such the Company used the incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The incremental borrowing rate is defined as the interest the Company would pay to borrow on a collateralized basis.

Additional information with respect to the Company’s leases is as follows:


	Three months ended September 30,				Nine months ended September 30,
	2026		2025		2026			2025
	(in thousands)				(in thousands)
Lease cost
Operating lease cost	$	1,287	$	690	$	3,949		$	1,731
Short-term lease cost		10		20		60			66
Total lease cost	$	1,297	$	710	$	4,009		$	1,797

Weighted average remaining lease term - operating leases (in years)						6.7			7.1

Weighted average discount rate - operating leases						6.49	%		6.63	%

As of September 30, 2026, the minimum noncancelable operating lease rental commitments with initial or remaining terms of more than one year are as follows:


Remainder of 2026	$	1,187
Year ending December 31,
2027		4,120
2028		3,775
2029		3,579
2030		3,068
2031		2,563
Thereafter		6,026
Adjustment to net present value as of September 30, 2026		(4,784	)

Minimum noncancelable lease liability	$	19,534

In October 2026, the Company executed the following amendments to its existing Burlington, Massachusetts leases, the financial impacts of which is in the process of evaluating:


Lease Location	Amendment	Expiration
2 4th Avenue, Burlington, MA	Termination of lease	October 2026
32-34 Third Avenue, Burlington, MA	Extend the term of the lease for a period of one additional year	December 2035
43 Second Avenue, Burlington, MA	Extend the term of the lease for a period of one additional year	December 2035
53 Second Avenue, Burlington, MA	Extend the term of the lease for a period of one additional year	December 2035
63 Second Avenue, Burlington, MA	Extend the term of the lease for a period of one additional year	December 2035
52-54 Third Avenue, Burlington, MA	Increase rentable area from 9,700 square feet to 46,000 square feet effective July 2027 and extend the term of the lease for a period of six years	December 2036

12. Segment and Geographic Information

The Company regularly reviews its segment financial information and the approach used by the chief operating decision maker (“CODM”), the Chief Executive Officer, to evaluate performance and allocate resources. The Company considers the business to be a

single operating segment engaged in the development, manufacturing, and marketing of medical devices and implants, as well as the processing and cryopreservation of human tissues for implantation in patients, all used primarily in the field of vascular surgery.

The CODM assesses performance for its single operating segment and decides how to allocate resources based on net income that also is reported on the consolidated statements of operations. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets.

The CODM uses net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the single operating segment or into other parts of the entity, such as for acquisitions, dividend payments, and/or short-term marketable security investments. Net income is also used to monitor budget versus actual results, which is used in assessing performance of the segment and in establishing management’s compensation.

In addition to total segment net income, the CODM’s quarterly reporting package includes several highlighted expense categories that the CODM considers key strategic drivers of the Company’s long-term profitability. The following is the Company’s operating segment reconciliation of net income, including significant segment expenses:


	Three months ended September 30,				Nine months ended September 30,
	2026		2025		2026		2025
	(in thousands)				(in thousands)
Net sales	$	67,970	$	61,046	$	204,903	$	185,149
Cost of sales		19,265		15,091		57,038		52,800
Gross profit		48,705		45,955		147,865		132,349

Less:
Selling expense		12,884		10,869		38,529		37,272
Marketing expense		1,622		1,054		4,900		3,758
Administrative expense		8,013		7,268		23,502		21,268
Finance expense		3,153		2,873		8,984		8,322
Management information systems expense		917		609		2,753		2,043
Research and development expense		1,695		756		4,590		2,970
Process engineering expense		978		546		3,318		1,828
Regulatory and clinical expense		1,748		1,668		5,420		5,808
Other (income) expense, net*		2,671		2,950		8,116		6,928
Net income	$	15,024	$	17,362	$	47,753	$	42,152

*Refer to the consolidated statement of operations for the components of other income and expense and related amounts.

Most of the Company’s revenues are generated in the United States, Germany, the United Kingdom, other European countries, and Canada. Substantially all of the Company’s assets are located in the United States and Germany. Net sales to unaffiliated customers based on customer location by country were as follows:


	Three months ended September 30,				Nine months ended September 30,
	2026		2025		2026		2025
	(in thousands)				(in thousands)
United States	$	37,957	$	34,585	$	113,393	$	105,869
Germany		5,389		4,482		16,268		12,917
Canada		3,756		3,831		12,360		11,507
United Kingdom		3,534		3,335		10,062		9,780
Other countries		17,334		14,813		52,820		45,076

Net sales	$	67,970	$	61,046	$	204,903	$	185,149

13. Subsequent Events

In addition to the subsequent events described in Notes 10 and 11, on October 14, 2026, the Company completed the acquisition of certain assets associated with the vascular graft and vessel treatment products portfolio of B. Braun Melsungen Aktiengesellschaft and Affiliates (collectively, B. Braun). The acquired assets include certain manufacturing equipment, intellectual property, customer and other contracts, and related records and other assets.

The aggregate purchase price for the acquired assets was approximately $17.0 million, consisting of approximately $14.4 million paid at closing and $2.6 million payable twelve months following the closing date. In connection with the transaction, the Company also made a prepayment of approximately $2.2 million for inventory to be purchased pursuant to a supply agreement with B. Braun.

Under the terms of the transaction, B. Braun will continue to be the legal manufacturer and to supply the acquired products to the Company during a transition period while the Company establishes its own manufacturing capabilities. The parties also entered into transition services, supply, license and quality assurance agreements in connection with the transaction.

The Company has not completed its evaluation of the accounting for the acquisition, including the determination of the fair values of assets acquired and liabilities assumed, and therefore cannot reasonably estimate the financial statement impact of the transaction.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 26, 2026, or the 2025 Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Item 1A. Risk Factors” section of this Quarterly Report on Form 10-Q and the “Item 1A. Risk Factors” section of our 2025 Form 10-K, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

We are a global provider of medical devices and human tissue cryopreservation services largely used in the treatment of peripheral vascular disease, end-stage renal disease, and cardiovascular disease. We develop, manufacture, and market vascular devices to address the needs of vascular surgeons and, to a lesser degree, other specialties such as cardiac surgeons, general surgeons, and neurosurgeons. Our diversified portfolio of devices consists of brand name products that are used in arteries and veins and are well known to vascular surgeons. Our principal product offerings are sold globally, primarily in the United States, Europe, Canada, and Asia Pacific, or APAC. We estimate that the annual worldwide market for peripheral vascular devices exceeds $9 billion, within which we estimate that the market for our products is approximately $1 billion. We have grown our business using a three-pronged strategy: 1) pursuing a focused call point, 2) competing for sales of low-rivalry, niche products, and 3) expanding our worldwide direct sales force while acquiring complementary devices. We have used acquisitions as a primary means of further penetrating the peripheral vascular device market, and we expect to continue this strategy in the future. We currently manufacture most of our products in our Burlington, Massachusetts headquarters.

Our products and services are used primarily by vascular surgeons who treat peripheral vascular disease through both open surgical methods and endovascular techniques. In contrast to interventional cardiologists and interventional radiologists, vascular surgeons can perform both open surgical and minimally invasive endovascular procedures, and therefore can provide a wider range of treatment options to their patients. Recently we have also begun to explore adjacent market customers, such as cardiac surgeons and interventional cardiologists.

Our principal product lines include the following: anastomotic clips, biologic vascular and dialysis grafts, biologic vascular and cardiac patches, carotid shunts, embolectomy and occlusion catheters, radiopaque marking tape, synthetic vascular and dialysis grafts, and valvulotomes. Through our RestoreFlow allografts business, we also process and cryopreserve human vascular and cardiac tissue.

Our principal biologic offerings include vascular and cardiac patches as well as vascular and dialysis grafts. In Q3 2026, biologics represented 56% of our worldwide sales. We believe our biologic devices represent differentiated and, in many cases, growing product segments.

Our business opportunities include the following:

•

growing our direct sales force in North America, Europe, and APAC, including replacing distributors with our direct sales personnel;

•

increasing the average selling prices of our devices;

•

introducing our products into new territories upon receipt of regulatory approvals or registrations;

•

acquiring complementary products and transitioning distributor sales to LeMaitre;

•

updating existing products and introducing new products through research and development; and

•

consolidating product manufacturing into our Burlington, Massachusetts facilities.

We sell our products and services primarily through a direct sales force. Our worldwide headquarters is located in Burlington, Massachusetts, and we also have a North American sales office in Mississauga, Canada. Our European headquarters is located in Sulzbach, Germany, and we also have European sales offices in Milan, Italy; Madrid, Spain; Hereford, England; Dublin, Ireland; Maisons-Alfort, France; and Glattbrugg, Switzerland. Our APAC headquarters is located in Singapore, and we also have APAC sales offices in Tokyo, Japan; Shanghai, China; Docklands, Australia; Seoul, Korea; and Bangkok, Thailand. During the quarter ended September 30, 2026, approximately 94% of our net sales were generated in territories in which we employ direct sales representatives. We sell our products in other countries through distributors. As of September 30, 2026, our sales force comprised 171 sales representatives and export managers in North America, Europe, and APAC.

Historically we have experienced success in lower-rivalry niche segments. In the valvulotome market, for example, our differentiated devices have historically allowed us to increase average selling prices without incurring significant unit share loss. In contrast, we have experienced less success in competitive markets such as the polyester vascular graft market, where we face competition from larger companies with greater resources and lower per unit costs.

We have also experienced success in international markets, such as Europe, where we have a significant sales force, and sometimes offer lower average selling prices than in North America. If we continue to seek growth opportunities outside of North America, we may experience downward pressure on our gross margin.

We obtain regulatory approvals for our devices and services in new product categories and geographies to further access the broader peripheral device market and selected other markets, thus extending our geographic reach. Recent approvals include clearance to sell the Artegraft bovine graft in the European Union (EU) in April 2025, Australia in June 2025, Canada in December 2025, and Brazil in September 2026, the Pruitt Aortic Occlusion Catheter in the EU in May 2025, and the Pruitt Occlusion Catheter in China in June 2025.

Separately, our regulatory efforts to maintain approvals in the EU and the United Kingdom (UK) have succeeded ahead of the full EU transition from the Medical Device Directive (MDD) to the Medical Device Regulation (MDR) and the UK transition to the United Kingdom Conformity Assessed (UKCA) mark. As of June 30, 2026, we had substantially received all of our product approvals in the EU and UK. The European Commission has designated the end of 2028 as the final MDR CE mark transition deadline.

Historically, we have provided cryopreservation services for our RestoreFlow allografts primarily in the US, UK, and Canada. In October 2025, we received approval from the German authority on tissue banking to allow provision of these services in the German market. We began providing cryopreservation services for our RestoreFlow allografts in Germany in May 2026.

Our strategy for growing our business includes acquisitions of complementary product lines and companies, which can be difficult to identify, negotiate, and purchase. There can be no assurance that we will be able to do so in the future.

•

In December 2025, we entered into an agreement with Andramed GmbH to purchase the assets of their AndraValvulotome business for $1.8 million plus additional payments of up to $0.8 million, contingent upon the passage of time and, separately, receipt of a regulatory approval.

•

In October 2026, we completed the acquisition of certain assets associated with the vascular graft and vessel treatment products portfolio of B. Braun. The acquired assets include certain manufacturing equipment, intellectual property, customer and other contracts, and related records and other assets. The aggregate purchase price for the acquired assets was approximately $17.0 million, consisting of approximately $14.4 million paid at closing and $2.6 million payable twelve months following the closing date. In connection with the transaction, we also made a prepayment of approximately $2.2 million for inventory to be purchased pursuant to a supply agreement with B. Braun.

Occasionally we discontinue or divest products that are no longer complementary to our business or not commercially viable.

•

During 2025, we made the decision to terminate our cardiovascular porcine patch distribution agreement with Elutia. Previously, in April 2023, we had entered into an agreement with Elutia to become the exclusive U.S. distributor of their cardiovascular porcine patches. Under the agreement, we could distribute the products for three years with an option to acquire Elutia’s worldwide cardiovascular porcine patch business during the second and third years of the agreement. This product totaled approximately $1.8 million in 2025 revenues.

•

During 2025, we made the decision to wind down the CardioCel 3D and DuraSure product lines. These product lines totaled approximately $0.5 million in 2025 revenues.

•

During 2025, we made the decision to wind down the AnastoClip AC Closure System in North America. This product totaled approximately $0.7 million in 2025 revenues.

•

During 2026, we made the decision to wind down the PhasTIPP product line. This product totaled approximately $0.8 million in revenue for the nine months ended September 30, 2026.

From time to time we may undertake SKU reductions and attempt to transition sales to other SKUs or products with similar features. Any of these actions may result in inventory write-offs and temporary or permanent negative impacts to our sales, gross margin, and customer relationships.

•

During 2026, we made the decision to wind down the Flexcel single-size pack offerings to simplify our Flexcel portfolio while continuing to offer the Flexcel multi-size packs to customers. These Flexcel single-size product packs totaled approximately $1.3 million in revenue for the nine months ended September 30, 2026.

Because we believe that direct-to-hospital sales engender closer customer relationships, and allow for higher selling prices and gross margins through elimination of an intermediary, we periodically enter into transactions with country-specific distributors to transition their sales of our medical devices into our direct sales organization:

•

In March 2025, we entered into a distribution transition agreement with our Portuguese distributor to sell products directly in Portugal and dissolve the existing distribution arrangement. We have been selling direct-to-hospitals in Portugal since May 2025. The distribution termination fees are expected to total approximately $0.2 million.

•

In June 2025, we entered into a distribution transition agreement with our Czech distributor to sell products directly in Czechia and dissolve the existing distribution arrangement. We have been selling direct-to-hospitals in Czechia since July 2025. The distribution termination fees are expected to total approximately $0.1 million.

•

In 2026, in conjunction with the purchase of the AndraValvulotome assets from Andramed GmbH, we entered into several distribution transition agreements with existing distributors of the product line in European countries, including those in Germany, France, Italy, and other smaller markets. We have been selling direct-to-hospitals in these countries subsequent to the execution of the transition agreements in 2026. The total distribution termination fees for all AndraValvulotome related distributors are expected to total approximately $0.5 million.

•

In September 2026, we entered into a distribution transition agreement with our Polish distributor to sell products directly in Poland and dissolve the existing distribution arrangement. We expect to begin selling direct-to-hospitals in Poland starting January 2027. The distribution termination fees are expected to total approximately $0.2 million.

In addition to our sales growth strategies, we have also executed several operational initiatives designed to consolidate manufacturing into our Burlington facilities. We expect these plant consolidations and manufacturing transfers will result in improved control over production quality as well as reduced costs. Our most recent manufacturing transfers are:

•

In October 2019, we acquired the CardioCel and VascuCel biologic patch businesses from Anteris. The transfer to Burlington was substantially completed in 2023. In June 2023, the MDR CE mark application for these Burlington-produced devices was submitted, and we obtained approval in January 2025, allowing for distribution of these patches in the EU. We began distributing these Burlington-produced patches in the United States, Canada, and select APAC markets in 2024.

•

In February 2026, we announced the transition of our allograft tissue processing from our Fox River Grove facility to Burlington. This transition is expected to be substantially complete by the end of 2026.

Our execution of these initiatives may affect the comparability of our financial results and may cause fluctuations from period to period.

In February 2024, we began implementing a new enterprise resource planning, or ERP, system to replace our financial reporting and planning system. In the United States, we transitioned from our legacy ERP system to our newly implemented Microsoft Dynamics D365 system in February 2024. We implemented this new system in the UK in February 2025, Ireland in April 2026, and Canada in July 2026. We intend to continue rolling out the new system in our other international locations on a staged basis. The new ERP system has been beneficial in a number of areas, including inventory management, pricing programs, financial operations and real-time reporting. As of September 30, 2026, we have net capitalized costs on our balance sheet of $4.8 million associated with this ERP system.

Fluctuations in the exchange rates between the U.S. dollar and foreign currencies, primarily the Euro, affect our financial results. For the nine months ended September 30, 2026, approximately 45% of our sales took place outside of the United States, largely in currencies other than the U.S. dollar. We expect foreign currencies will represent a significant percentage of future sales. Selling, marketing, and administrative costs related to these sales are also denominated in foreign currencies, thereby partially mitigating our bottom-line exposure to exchange rate fluctuations. If there is an increase in the rate at which a foreign currency is exchanged for U.S. dollars, it will require less of the foreign currency to equal a specified amount of U.S. dollars than before the rate increase. In such cases we will record more revenue in U.S. dollars than we would have if the exchange rate had not changed. For the nine months

ended September 30, 2026, we estimate that the effects of changes in foreign exchange rates increased our reported sales by approximately $2.0 million, as compared to rates in effect for the nine months ended September 30, 2025.

Net Sales and Expense Components

The following is a description of the primary components of our net sales and expenses:

Net sales. We derive our net sales from the sale of our products and services, less discounts and returns. Net sales include the shipping and handling fees paid for by our customers. Most of our sales are generated by our direct sales force and are shipped and billed to hospitals or clinics globally. In countries where we do not have a direct sales force, sales are primarily made to distributors, who in turn sell to hospitals and clinics. In limited cases our products are held on consignment at a hospital or clinic prior to purchase; in those instances we recognize revenue at the time the product is used in surgery rather than at shipment.

Cost of sales. We manufacture the majority of the products that we sell. Our cost of sales consists primarily of manufacturing personnel wages, raw materials and components, depreciation of property and equipment, and other allocated manufacturing overhead, including an allocation of our quality department expenses. Additionally, cost of sales includes the freight expenses we pay to ship products to customers, inventory scrap charges, and excess and obsolescence expenses.

Sales and marketing. Sales and marketing expense consists primarily of salaries, commissions, contests, stock-based compensation, travel and entertainment, sales meetings, attendance at vascular and cardiac congresses, training programs, advertising and product promotions, direct mail, and other marketing costs. Additionally, sales and marketing expense includes customer service department personnel charges.

General and administrative. General and administrative expense consists primarily of executive, finance and human resource salaries, stock-based compensation, legal and accounting fees, information technology expense, intangible asset amortization expense, and insurance expense.

Research and development. Research and development expense primarily includes costs associated with obtaining and maintaining regulatory approval of our products, salaries, laboratory testing, and supply costs. It also includes costs associated with the design and execution of clinical studies and costs to transfer the manufacturing of acquired product lines to our Burlington facility. Additionally, research and development expense includes costs associated with the design, development, testing, and enhancement of new or existing products.

Other income (expense). Other income (expense) primarily includes interest and dividend income, realized gains (losses) from the sale of debt and equity investments, unrealized gains (losses) from equity investments, interest expense for the Senior Convertible Notes, foreign currency gains (losses), and other miscellaneous gains (losses).

Income tax expense. We are subject to federal and state income taxes for earnings generated in the United States, which include operating losses or profits in certain foreign jurisdictions for certain years depending on tax elections made, and foreign taxes on earnings of our wholly-owned foreign subsidiaries. Our consolidated tax expense is affected by the mix of our taxable income (loss) in the United States and foreign subsidiaries, permanent items, discrete items, unrecognized tax benefits, and amortization of goodwill for U.S. tax reporting purposes.

Results of Operations

Comparison of the three and nine month periods ended September 30, 2026, to the three and nine month periods ended September 30, 2025:

The following table sets forth for the periods indicated our net sales by geography and the change between the specified periods expressed as a percentage increase or decrease:


	Three months ended September 30,							Nine months ended September 30,
(unaudited)					Percent							Percent
	2026		2025		change			2026		2025		change
	(in thousands)							(in thousands)
Net sales	$	67,970	$	61,046		11	%	$	204,903	$	185,149		11	%
Net sales by geography:
Americas	$	42,713	$	39,218		9	%	$	127,763	$	119,496		7	%
Europe, Middle East and Africa		20,830		17,631		18	%		63,254		53,431		18	%
Asia Pacific		4,427		4,197		5	%		13,886		12,222		14	%
Total	$	67,970	$	61,046		11	%	$	204,903	$	185,149		11	%

Net sales. Net sales increased by $6.9 million, or 11%, to $68.0 million for the three months ended September 30, 2026, compared to $61.0 million for the three months ended September 30, 2025. The increase was driven primarily by higher average selling prices, higher unit volumes shipped to customers, and the international sales growth of Artegraft subsequent to the European launch in the second half of 2025. Graft sales increased $4.5 million, shunt sales increased $0.9 million, and valvulotome sales increased $0.5 million. We estimate that the stronger U.S. dollar decreased net sales by $0.4 million during the three months ended September 30, 2026, as compared to the three months ended September 30, 2025.

Direct-to-hospital net sales were 94% and 95% of our total net sales for the three months ended September 30, 2026 and 2025.

Net sales increased by $19.8 million, or 11%, to $204.9 million for the nine months ended September 30, 2026, compared to $185.1 million for the nine months ended September 30, 2025. The increase was driven by higher average selling prices, higher unit volumes shipped to customers, and the international sales growth of Artegraft subsequent to the European launch in the second half of 2025. Graft sales increased $13.7 million, shunt sales increased $2.7 million, valvulotome sales increased $2.3 million, and clip sales increased $1.4 million, offset by decreased sales of catheters of $0.4 million. We estimate that the weaker U.S. dollar increased net sales by $2.0 million during the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025.

Direct-to-hospital net sales were 95% of our total net sales for both the nine months ended September 30, 2026 and 2025.

Net sales by geography. Net sales in the Americas increased $3.5 million, or 9%, for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025. The increase was driven primarily by increased sales of grafts of $2.6 million, clips of $0.4 million, valvulotomes and patches of $0.2 million each, and shunts of $0.1 million.

Net sales in the Americas increased $8.3 million, or 7%, for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025. The increase was driven primarily by increased sales of grafts of $8.0 million, clips of $0.9 million, valvulotomes of $0.8 million, and shunts of $0.5 million, offset by decreased sales of patches of $0.9 million, due to the termination of our distribution agreement with Elutia in 2025, catheters of $0.6 million, and tape of $0.3 million.

Net sales in Europe, Middle East, and Africa, or EMEA, increased $3.2 million, or 18%, for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025. The increase was driven primarily by increased sales of grafts of $1.9 million, shunts of $0.8 million, valvulotomes of $0.3 million, and patches of $0.2 million.

Net sales in EMEA increased $9.8 million, or 18%, for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025. The increase was driven primarily by increased sales of grafts of $5.4 million, shunts of $2.0 million, valvulotomes of $1.4 million, and patches of $0.9 million.

Net sales in APAC increased $0.2 million, or 5%, for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025. The increase was driven primarily by increased sales of patches and grafts of $0.1 million each.

Net sales in APAC increased $1.7 million, or 14%, for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025. The increase was driven primarily by increased sales of clips and grafts of $0.4 million each, patches of $0.3 million, shunts and catheters of $0.2 million each, and valvulotomes of $0.1 million.

Gross Profit. The following table sets forth the change in our gross profit and gross margin for the periods indicated:


	Three months ended September 30,												Nine months ended September 30,
(unaudited)										Percent												Percent
	2026			2025			Change			change			2026			2025			Change			change
	(in thousands)												(in thousands)
Gross profit	$	48,705		$	45,955		$	2,750			6	%	$	147,865		$	132,349		$	15,516			12	%
Gross margin		71.7	%		75.3	%		(3.6	)%	*				72.2	%		71.5	%		0.7	%	*

* Not applicable

Gross profit increased $2.8 million, or 6%, to $48.7 million for the three months ended September 30, 2026, as compared to $46.0 million for the three months ended September 30, 2025, and gross margin decreased by 360 basis points to 71.7% in the period, as compared to 75.3% for the three months ended September 30, 2025. The increase in gross profit was driven primarily by increased sales, particularly from grafts, shunts, and valvulotomes, offset by the receipt of the Employee Retention Credit, or ERC, in September 2025 which reduced cost of sales by $2.7 million. The decrease in gross margin was driven primarily by the ERC and higher excess and obsolescence charges related to the wind-down of the PhasTIPP product line by $0.5 million, offset by sales price increases, favorable product mix, and lower shipping costs.

Gross profit increased $15.5 million, or 12%, to $147.9 million for the nine months ended September 30, 2026, as compared to $132.3 million for the nine months ended September 30, 2025, and gross margin increased by 70 basis points to 72.2% in the period, as compared to 71.5% for the nine months ended September 30, 2025. The increase in gross profit was driven primarily by increased sales, particularly from grafts, shunts, and valvulotomes, offset by the receipt of the ERC in September 2025. The increase in gross margin was driven primarily by sales price increases, favorable product mix, including decreased sales of comparatively lower margin porcine patches due to the decision to end our distribution agreement with Elutia, and lower shipping costs. The increase was partially offset by the receipt of the ERC in September 2025, which reduced cost of sales by $2.7 million, and higher excess and obsolescence charges.

Operating Expenses. The following tables set forth changes in our operating expenses for the periods indicated and the change between the specified periods expressed as a percentage increase or decrease:


	Three months ended September 30,									Nine months ended September 30,
							Percent									Percent
(unaudited)	2026		2025		$ Change		change			2026		2025		$ Change		change
	(in thousands)									(in thousands)
Sales and marketing	$	14,506	$	11,923	$	2,583		22	%	$	43,429	$	41,030	$	2,399		6	%
General and administrative		12,083		10,750		1,333		12	%		35,239		31,633		3,606		11	%
Research and development		4,421		2,970		1,451		49	%		13,328		10,606		2,722		26	%
Total	$	31,010	$	25,643	$	5,367		21	%	$	91,996	$	83,269	$	8,727		10	%


	Three months ended September 30,									Nine months ended September 30,
	2026			2025						2026			2025
	% of Net Sales			% of Net Sales			Change			% of Net Sales			% of Net Sales			Change

Sales and marketing		21	%		20	%		1	%		21	%		22	%		(1	)%
General and administrative		18	%		18	%		0	%		17	%		17	%		0	%
Research and development		7	%		5	%		2	%		7	%		6	%		1	%

Sales and marketing. For the three months ended September 30, 2026, sales and marketing expenses increased 22% to $14.5 million. The increase was driven primarily by higher compensation and related expenses of $1.3 million, including $0.8 million of the ERC received in September 2025. Additionally, travel and training expenses increased $0.6 million and professional fees and outside services expenses increased $0.3 million. Sales force headcount was 171 as of September 30, 2026, a 13% increase from September 30, 2025. As a percentage of net sales, sales and marketing expenses increased to 21% for the three months ended September 30, 2026, up from 20% for the three months ended September 30, 2025.

For the nine months ended September 30, 2026, sales and marketing expenses increased 6% to $43.4 million. The increase was driven primarily by higher compensation and related expenses of $1.3 million, including $0.8 million of the ERC received in September 2025. Additionally, sales meeting and trade show expenses increased $0.6 million and travel and training expenses increased $0.4 million. As a percentage of net sales, sales and marketing expenses decreased to 21% for the nine months ended September 30, 2026, down from 22% for the nine months ended September 30, 2025.

General and administrative. For the three months ended September 30, 2026, general and administrative expenses increased 12% to $12.1 million. The increase was driven primarily by higher headcount and wage increases, which resulted in increased compensation and related expenses of $0.9 million, including $0.3 million of the ERC received in September 2025. Additionally, general supplies expenses increased $0.3 million and bad debt expenses increased $0.2 million, offset by lower professional fees and outside services expenses of $0.2 million, including $0.7 million of 2025 ERC third party consultant fees. As a percentage of net sales, general and administrative expenses remained consistent at 18% for the three months ended September 30, 2026 and 2025, respectively.

For the nine months ended September 30, 2026, general and administrative expenses increased 11% to $35.2 million. The increase was driven primarily by higher headcount and wage increases, which resulted in increased compensation and related expenses of $2.2 million, including $0.3 million of the ERC received in September 2025. Additionally, general supplies expenses increased $0.8 million and professional fees and outside services expenses increased $0.6 million, including $0.7 million of 2025 ERC third party consultant fees. As a percentage of net sales, general and administrative expenses remained consistent at 17% for the nine months ended September 30, 2026 and 2025, respectively.

Research and development. For the three months ended September 30, 2026, research and development expenses increased 49% to $4.4 million. The increase was driven primarily by higher third-party service fees and general supplies expenses associated with the current transfer of our allograft tissue processing from our Fox River Grove facility to Burlington, which resulted in increased expenses of $0.7 million. Additionally, compensation and related expenses increased $0.6 million, including $0.3 million of the ERC received in September 2025. As a percentage of net sales, research and development expenses increased to 7% for the three months ended September 30, 2026, up from 5% for the three months ended September 30, 2025.

For the nine months ended September 30, 2026, research and development expenses increased 26% to $13.3 million. The increase was driven primarily by higher third-party service fees and general supplies expenses associated with the current transfer of our allograft tissue processing from our Fox River Grove facility to Burlington, which resulted in increased expenses of $1.3 million. Additionally, compensation and related expenses increased $0.7 million, including $0.3 million of the ERC received in September 2025, and facility expenses increased $0.5 million due to start-up costs associated with the new Billerica shipping warehouse since the lease commenced on January 1, 2026. The transfer of shipping operations to the Billerica shipping warehouse started in June 2026. As a percentage of net sales, research and development expenses increased to 7% for the nine months ended September 30, 2026, up from 6% for the nine months ended September 30, 2025.

Income tax expense. We recorded a tax provision of $4.6 million on pre-tax income of $19.7 million for the three months ended September 30, 2026, compared to a $5.2 million tax provision on pre-tax income of $22.6 million for the three months ended September 30, 2025. We recorded a tax provision of $13.8 million on pre-tax income of $61.5 million for the nine months ended September 30, 2026, compared to a tax provision of $12.7 million on pre-tax income of $54.9 million for the nine months ended September 30, 2025. Our effective income tax rate was 23.6% and 22.4% for the three- and nine-month periods ended September 30, 2026. Our tax expense for the current period is based on an estimated annual effective tax rate of 23.0%, adjusted in the applicable quarterly periods for discrete stock option exercises and other discrete items. Our income tax expense for the current period varies from the statutory rate mainly due to the generation of federal and state tax credits, permanent items, different statutory rates from our foreign entities, and a discrete item for stock option exercises.

Our effective income tax rate was 23.0% and 23.2% for the three- and nine-month periods ended September 30, 2025. Our 2025 provision was based on the estimated annual effective tax rate of 23.9%, adjusted in the applicable quarterly period for discrete stock option exercises and other discrete items. Our income tax expense for the three- and nine-month periods ended September 30,

2025 varied from the statutory rate mainly due to the generation of federal and state tax credits, permanent items, different statutory rates from our foreign entities, and a discrete item for stock option exercises.

We monitor the mix of profitability by tax jurisdiction and adjust our annual expected rate on a quarterly basis as needed. While it is often difficult to predict the final outcome or timing of the resolution for any particular tax matter, we believe our tax reserves reflect the probable outcome of known contingencies.

We assess the likelihood that our deferred tax assets will be realized through future taxable income and record a valuation allowance to reduce gross deferred tax assets to an amount that we believe is more likely than not to be realized. As of September 30, 2026, we have provided a valuation allowance of $1.7 million for deferred tax assets primarily related to Australian net operating loss and capital loss carry forwards and Massachusetts tax credit carry forwards that are not expected to be realized.

On July 4, 2025, President Donald Trump signed the One Big Beautiful Bill Act ("OBBBA") into law. Key corporate tax provisions include the restoration of 100% bonus depreciation for qualifying assets, immediate expensing for domestic research and experimental expenditures, changes to Section 163(j) interest limitations, updates to GILTI and FDII rules, amendments to energy credits, and expanded Section 162(m) aggregation requirements. The impact of these adjustments is reflected in our tax provision and financial statements for the three and nine month periods ended September 30, 2026. We will continue to monitor future legislative developments and assess their impact on our tax position and financial reporting.

Liquidity and Capital Resources

As of September 30, 2026, our cash and cash equivalents were $27.5 million, as compared to $28.2 million as of December 31, 2025. We had $362.2 million in short-term marketable securities as of September 30, 2026, as compared to $330.9 million as of December 31, 2025. Our cash and cash equivalents are bank deposits and liquid investments with maturities of 90 days or less at the date of purchase held in our operating bank accounts. Our short-term marketable securities primarily include corporate debt securities, U.S. government agency securities, and money market investments with maturities of 90 days or less at the date of purchase held outside of our operating bank accounts. As of September 30, 2026, our short-term marketable securities reflected a net unrealized loss of $1.7 million as a result of market interest rates.

On February 19, 2026, our Board of Directors authorized the repurchase of up to $100.0 million of our common stock through transactions on the open market, in privately negotiated purchases, or otherwise until February 18, 2027. The repurchase program may be suspended or discontinued at any time. To date we have not made any repurchases under this or any prior program.

Convertible Senior Notes

On December 19, 2024, we issued $172.5 million aggregate principal amount of convertible senior notes due 2030, or the Senior Convertible Notes, in a Rule 144A private placement to qualified institutional buyers pursuant to an indenture dated December 19, 2024, by and between us and U.S. Bank Trust Company, National Association, or the Indenture.

The Senior Convertible Notes will mature on February 1, 2030, unless earlier repurchased, redeemed or converted. The proceeds from the issuance of the Senior Convertible Notes were approximately $167.7 million, net of debt issuance costs totaling $4.8 million. The Senior Convertible Notes bear interest at a rate of 2.50% per year, and interest is payable semiannually in arrears on August 1 and February 1 of each year. For the nine months ended September 30, 2026 and 2025, we made $4.3 million and $2.7 million in interest payments, respectively. The initial conversion rate is 8.3521 shares of common stock per $1,000 principal amount of the Senior Convertible Notes, which represented an initial conversion price of approximately $119.73 per share of common stock and a premium of approximately 30% over the closing price of our common stock on December 16, 2024. In connection with the most recent payment made on September 3, 2026 of a quarterly cash dividend of $0.25 per share (an increase from the quarterly dividend amount of $0.16 per share as of the time of issuance of the Senior Convertible Notes), the conversion rate of the Senior Convertible Notes was increased to 8.3910 shares of common stock per $1,000 principal amount of the Senior Convertible Notes, which represents a conversion price of approximately $119.18 per share of common stock. A similar adjustment to the conversion rate will be made upon payment of the quarterly cash dividend of $0.25 on December 3, 2026, and upon payment of subsequent quarterly dividends in excess of $0.16 per share. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events as described in the Indenture.

Noteholders may convert all or a portion of their Senior Convertible Notes at their option only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2025, if the last reported sale price per share of our common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period in which the trading price per $1,000 principal amount of Senior Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on our common stock, as described in the Indenture; (4) if we call (or are deemed to have called) any Senior Convertible Notes for redemption; and (5) at any time from, and including, August 1, 2029, until the close of business on the second scheduled trading day immediately before the maturity date. We have the right to elect to settle conversions either in cash, shares of common stock, or in a combination of cash and shares of our common stock.

Prior to February 5, 2028, the Senior Convertible Notes will not be redeemable. On or after February 5, 2028, until the 40th scheduled trading day immediately before the maturity date, we may redeem for cash all or any portion of the Senior Convertible Notes (subject to the partial redemption limitation set forth in the Indenture), at our option, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption. In addition, calling any Senior Convertible Note for redemption will constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) with respect to that Senior Convertible Note, in which case the conversion rate applicable to the conversion of that Senior Convertible Note will be increased in certain circumstances if it is converted after it is called for redemption.

Operating and Capital Expenditure Requirements

We require cash to pay our operating expenses, make capital expenditures, and pay our long-term liabilities. Since our inception, we have funded our operations through public offerings and private placements of equity securities, short-term and long-term borrowings, and funds generated from our operations.

We recognized operating income of $55.9 million for the nine months ended September 30, 2026, compared to $49.1 million for the nine months ended September 30, 2025. We expect to fund any increased costs and expenditures from our existing cash and cash equivalents and short-term marketable securities, though our future capital requirements depend on numerous factors. These factors include, but are not limited to, the following:

•

revenues generated by sales of our products and services;

•

costs associated with expanding our manufacturing, marketing, sales, and distribution efforts;

•

payments associated with potential future quarterly cash dividends to our common stockholders;

•

payments associated with income and other taxes;

•

future acquisition-related payments;

•

costs associated with our initiatives to sell direct-to-hospital in new countries;

•

costs of obtaining and maintaining FDA and other regulatory clearances;

•

the number, timing, and nature of acquisitions, divestitures, and other strategic transactions; and

•

potential future share repurchases.

We believe that our cash, cash equivalents, short-term marketable securities, and the interest we earn on these balances will enable us to fund our operating expenses, capital expenditures requirements, and Senior Convertible Note interest payments for at least twelve months following the filing of this Form 10-Q and, together with our anticipated future cash, cash equivalents, and short-term marketable securities, to meet our known long-term cash requirements.

We may need to raise additional funding, which might not be available on desirable terms or at all. See “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Cash Flows


	Nine months ended September 30,
	2026			2025			Net Change
	(in thousands)
Cash and cash equivalents	$	27,493		$	25,494		$	1,999
Cash flows provided by (used in):
Operating activities	$	53,048		$	58,094		$	(5,046	)
Investing activities		(40,409	)		(48,116	)		7,707
Financing activities		(13,243	)		(10,953	)		(2,290	)

Net cash provided by operating activities. Net cash provided by operating activities was $53.0 million for the nine months ended September 30, 2026, consisting of $47.8 million in net income, adjusted for non-cash items of $18.2 million (including primarily depreciation and amortization of $8.2 million, stock-based compensation of $6.1 million, provisions for inventory write-offs and credit losses of $3.2 million, amortization of issuance costs on convertible senior notes of $0.7 million, foreign currency transaction effect on income of $0.3 million, offset by non-cash investment income of $0.3 million), and a net use of working capital of $12.9 million. The net cash used for working capital was driven by increases in prepaid expenses and other assets of $4.2 million, increases in inventory and other deferred costs of $3.6 million, increases in accounts receivable of $3.3 million, decreases in accrued interest of $1.1 million, and decreases in accounts payable and other liabilities of $0.6 million.

Net cash provided by operating activities was $58.1 million for the nine months ended September 30, 2025, consisting of $42.2 million in net income, adjusted for non-cash items of $16.5 million (including primarily depreciation and amortization of $7.8 million, stock-based compensation of $5.7 million, provisions for inventory write-offs and credit losses of $2.3 million, and amortization of issuance costs on convertible senior notes of $0.7 million), and net use of working capital of $0.5 million. The net cash used for working capital was driven by increases in accounts receivable of $1.4 million and an increase in inventory and other deferred costs of $6.8 million, offset by increases in accounts payable of $5.3 million, decreases in prepaid expenses and other assets of $1.6 million, and increases in accrued interest of $0.7 million.

Net cash used in investing activities. Net cash used in investing activities was $40.4 million for the nine months ended September 30, 2026, consisting of purchases of short-term marketable securities of $391.0 million, purchases of property and equipment of $7.4 million, and payments related to acquisitions of $0.2 million, offset by proceeds from short-term marketable securities of $358.2 million.

Net cash used in investing activities was $48.1 million for the nine months ended September 30, 2025, consisting of purchases of short-term marketable securities of $43.0 million, purchases of property and equipment of $5.0 million, and payments related to acquisitions of $0.1 million.

Net cash used in financing activities. Net cash used in financing activities was $13.2 million for the nine months ended September 30, 2026, consisting of dividend payments of $17.1 million and deferred payments for acquisitions of $0.1 million, offset by proceeds from stock option exercises of $4.0 million, net of shares repurchased to pay employee payroll taxes.

Net cash used in financing activities was $11.0 million for the nine months ended September 30, 2025, consisting of dividend payments of $13.6 million and deferred payments for acquisitions of $1.4 million, offset by proceeds from stock option exercises of $4.1 million, net of shares repurchased to pay employee payroll taxes.

Dividends

In February 2011, our Board of Directors approved a policy for the payment of quarterly cash dividends on our common stock. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by our Board of Directors on a quarterly basis. The dividend activity for the periods presented is as follows:


Record Date	Payment Date	Per Share Amount		Dividend Payment
				(in thousands)
Fiscal Year 2026
March 12, 2026	March 26, 2026	$	0.25	$	5,711
May 21, 2026	June 4, 2026	$	0.25	$	5,716
August 20, 2026	September 3, 2026	$	0.25	$	5,717

Fiscal Year 2025
March 13, 2025	March 27, 2025	$	0.20	$	4,517
May 15, 2025	May 29, 2025	$	0.20	$	4,520
August 21, 2025	September 4, 2025	$	0.20	$	4,535
November 20, 2025	December 4, 2025	$	0.20	$	4,538

On October 27, 2026, our Board of Directors approved a quarterly cash dividend on our common stock of $0.25 per share payable on December 3, 2026, to stockholders of record at the close of business on November 19, 2026.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States. The preparation of our consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. We evaluate our estimates on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.

There have been no material changes to our critical accounting policies and estimates from those disclosed in our consolidated financial statements and the related notes and other financial information included in our 2025 Form 10-K.

Recent Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position, results of operations, or cash flows is disclosed in Note 1 to our consolidated financial statements included in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to changes in interest rates and foreign currency exchange rates because we denominate our transactions in a variety of foreign currencies. Changes in these rates may have an impact on future cash flow and earnings. We manage these risks through normal operating and financing activities. There has been no material change in the foreign currency risk or interest rate risk discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in “Quantitative and Qualitative Disclosure About Market Risk” included in our 2025 Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer (our principal executive officer and principal financial and accounting officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2026. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of

possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 30, 2026, our Chief Executive Officer and our Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

As previously disclosed, in February 2024 we began implementing a new ERP system. The ERP implementation requires the integration of new ERP software with multiple new data flows and business processes. The new ERP is designed to accurately maintain our books and records and provide information to our management teams which is important to the operations of the business. As the phased implementation of the new ERP system progresses, we expect to continue to change certain processes and procedures which, in turn, are expected to result in changes to our internal control over financial reporting. As such changes occur, we will evaluate quarterly whether such changes materially affect our internal control over financial reporting.

Other than the new ERP system implementation, there have been no changes to our internal control over financial reporting during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

In the ordinary course of business, we are from time to time involved in lawsuits, claims, investigations, proceedings, and threats of litigation relating to employment, product liability, commercial arrangements, contracts, intellectual property and other matters. While the outcome of these proceedings and claims cannot be predicted with certainty, there are no matters that management believes would have a material adverse effect on our financial position, results of operations, or cash flows.

Item 1A. Risk Factors

In addition to the information set forth in this report, you should consider the risks and uncertainties discussed in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect our business, financial condition, or future results. The risk factors below supplement and update the risk factors and information discussed in our Annual Report on Form 10-K for the year ended December 31, 2025.

Even after our products have received marketing approval or clearance, our products and the tissue we process may be subject to recall. Licenses, registrations, approvals, and clearances could be withdrawn or suspended due to failure to comply with regulatory standards or the occurrence of unforeseen problems following initial approval.

Our products, services, marketing, sales, development activities, and manufacturing processes are subject to extensive and rigorous regulation by the FDA, by comparable agencies in foreign countries, and by other regulatory agencies and governing bodies. If those regulatory bodies believe that we have failed to comply with regulatory standards, there can be no assurance that any approval, licensure, or registration will not be subsequently withdrawn, suspended or conditioned upon extensive post-market study requirements, even after having received marketing approval or clearance or licenses and registrations. Further, due to the interconnectedness of the various regulatory agencies, particularly within the EU, there is also no assurance that withdrawal or suspension of any of our approvals, licenses, or registrations by any single regulatory agency will not cause one or more additional regulatory agencies to also withdraw or suspend their approval, license, or registration.

In the event that any of our products prove to be defective, we can voluntarily recall, or the FDA or foreign equivalent could require us to recall, any of our products. In the EU and UK, adverse event reporting requirements mandate that we report incidents which led or could have led to death or serious deterioration in health. Recalls, whether voluntary or required, could result in significant costs to us and significant adverse publicity. In severe instances, the FDA may also issue a warning letter, require the destruction of defective product, and/or order the suspension or cessation of manufacturing of defective product. Additionally, if someone is harmed by a malfunction or a product defect, we may experience product liability claims for such defects. Any corrective action, whether voluntary or involuntary, as well as defending ourselves in a lawsuit, will require the dedication of our time and capital and may harm our financial results. Future recalls or claims could also result in significant costs to us and significant adverse publicity, which could harm our ability to market our products in the future. For example, in April 2025, we voluntarily notified our regulatory bodies of an inadequate seal on the packaging of our TufTex Over-the-Wire, Pruitt Occlusion, and Pruitt Irrigation catheters, which may result in a compromised sterile barrier. Notice was provided to each of our customers of the inadequate seal, and customers were offered a product replacement for any existing inventory on hand. The financial impact of the voluntary notification is not expected to be material to our business. Additionally, in August 2025, the FDA issued a warning letter to us following an April 2025 inspection of our Artegraft facility in North Brunswick. In August 2025, we responded to the cited observations and since then have continued to implement corrective actions. In June 2026, the FDA concluded a re-inspection of our Artegraft facility and identified additional new inspectional observations, without commenting on the April 2025 cited observations. We have submitted responses to the FDA regarding these observations, continue to engage with the agency concerning the status of our remediation efforts and the warning letter, and expect to incur ongoing costs and devote management resources to addressing these matters. In October 2026, we participated in a virtual regulatory meeting with the FDA to discuss our corrective action plans, and we believe we demonstrated progress on those plans. The FDA will inspect our Artegraft facility again to review completion of our corrective action activities. To date, the financial impact of the warning letter and related regulatory activities has not been material to our business, and there has been no disruption to Artegraft sales. However, there can be no assurance that the FDA will find our corrective actions satisfactory, that additional inspections will not result in further observations or in enforcement actions, or that these matters will not adversely affect our operations, regulatory compliance, reputation or financial results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

      
     Issuer Purchases of Equity Securities

      
     Maximum Number

      
     (or Approximate

      
     Total Number of

     Dollar Value) of

      
     Shares (or Units)

     Shares (or Units)

      
     Total

     Average

     Purchased as

     that may yet be

      
     Number of

     Price

     Part of Publicly

     Purchased under

      
     Shares (or Units)

     Paid Per

     Announced Plans

     the Plans or

     Period

     Purchased (1)

     Share (or Unit)

     or Program

     Program (2)

July 1, 2026 through July 31, 2026

—

—

N/A

100,000,000

August 1, 2026 through August 31, 2026

—

—

N/A

100,000,000

September 1, 2026 through September 30, 2026

—

—

N/A

100,000,000

Total

—

—

N/A

(1)

For the three months ended September 30, 2026, we did not repurchase shares of our common stock to satisfy employees’ obligations with respect to minimum statutory withholding taxes in connection with the vesting of restricted stock units and performance-based restricted stock units.

(2)

On February 19, 2026, our Board of Directors authorized the repurchase of up to $100.0 million of our common stock through transactions on the open market, in privately negotiated purchases, or otherwise until February 18, 2027. To date, we have not made any repurchases under this program.

Item 5. Other Information

Rule 10b5-1 and non-Rule 10b5-1 trading arrangements

None.

Item 6. Exhibits


		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	Date	Number	Filed Herewith
10.1	Termination Agreement dated October 9, 2026 by and between NWP Building 23 LLC and the Registrant.				X
10.2	Second Amendment of Lease dated October 9, 2026 by and between NWP Retail 18 LLC and the Registrant.				X
10.3	Third Amendment of Lease dated October 9, 2026 by and between NWP Building 3 LLC and the Registrant.				X
10.4	Seventh Amendment of Lease dated October 9, 2026 by and between NWP Building 4 LLC and the Registrant.				X
10.5	Ninth Amendment of Lease dated October 9, 2026 by and between NWP Building 5 LLC and the Registrant.				X
10.6	Office Lease dated December 22, 2025 by and between NWP Building 20 LLC and the Registrant.				X
10.7	First Amendment to Lease dated October 9, 2026 by and between NWP Building 20 LLC and the Registrant.				X
31.1	Certification of Chief Executive Officer, as required by Rule 13a-14(a) or Rule 15 d-14(a).				X
31.2	Certification of Chief Financial Officer, as required by Rule 13a-14(a) or Rule 15d-14(a).				X
32.1†	Certification by the Chief Executive Officer, as required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).*				X
32.2†	Certification by the Chief Financial Officer, as required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).*				X
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.				X
101.SCH	Inline XBRL Taxonomy Extension Schema with embedded Linkbase Documents.				X
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).				X

† This certification will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.

SIGNATURES

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, thereunto duly authorized on November 5, 2026.


LEMAITRE VASCULAR, INC.

/s/ George W. LeMaitre
George W. LeMaitre
Chairman and Chief Executive Officer

/s/ Dorian P. LeBlanc
Dorian P. LeBlanc
Chief Financial Officer

Exhibit 10.6

northwest park

OFFICE lease

by and between

NWP BUILDING 20 LLC
(AS LANDLORD)

and

lemaitre vascular, inc.
(AS TENANT)

FOR PREMISES AT

52 third avenue

burlington, massachusetts

12/2022
NWPLSMT.N

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TABLE OF CONTENTS


TABLE OF CONTENTS		ii
ARTICLE 1 Reference Data		1
1.1	Subject Referred To.	1
1.2	Exhibits.	2
ARTICLE 2 Premises and Term		3
2.1	Premises.	3
2.2	Term.	3
2.3	Right of First Offer.	3
ARTICLE 3 Improvements		4
3.1	Condition of Premises.	4
ARTICLE 4 Rent		4
4.1	The Fixed Rent.	4
4.2	Additional Rent.	5
4.2.1	Real Estate Taxes.	5
4.2.2	Personal Property Taxes.	6
4.2.3	Operating Costs.	6
4.2.4	Insurance.	8
4.2.5	Utilities.	10
4.3	Late Payment of Rent.	10
4.4	Security and Restoration Deposit.	10
ARTICLE 5 Landlord’s Covenants		11
5.1	Affirmative Covenants.	11
5.1.1	Heat and Air-Conditioning.	11
5.1.2	Electricity.	11
5.1.3	Water.	11
5.1.4	Elevator; Fire Alarm.	11
5.1.5	Repairs.	11
5.2	Interruption.	12
5.3	Outside Services.	12
5.4	Access.	12
5.5	Landlord’s Insurance.	12
5.6	Condition of Premises.	12
5.7	Landlord’s Indemnification.	13
ARTICLE 6 Tenant’s Additional Covenants		13
6.1	Affirmative Covenants.	13
6.1.1	Perform Obligations.	13
6.1.2	Use.	13
6.1.3	Repair and Maintenance.	13
6.1.4	Compliance with Law.	14
6.1.5	Indemnification.	14
6.1.6	Landlord’s Right to Enter.	14
6.1.7	Personal Property at Tenant’s Risk.	14
6.1.8	Payment of Landlord’s Cost of Enforcement.	15
6.1.9	Yield Up.	15
6.1.10	Rules and Regulations.	16
6.1.11	Estoppel Certificate.	16
6.1.12	Landlord’s Expenses Re Consents.	16
6.1.13	Intentionally Deleted.	16
6.2	Negative Covenants.	16
6.2.1	Assignment and Subletting.	17
6.2.2	Nuisance.	19
6.2.3	Intentionally Deleted.	19

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6.2.4	Floor Load; Heavy Equipment.	19
6.2.5	Installation, Alterations or Additions.	19
6.2.6	Abandonment.	20
6.2.7	Signs.	20
6.2.8	Parking and Storage.	20
ARTICLE 7 Casualty or Taking		20
7.1	Termination.	20
7.2	Restoration.	21
7.3	Award.	21
7.4	Disbursement of Insurance Proceeds.	21
ARTICLE 8 Defaults		21
8.1	Events of Default.	21
8.2	Remedies.	22
8.3	Remedies Cumulative.	23
8.4	Landlord’s Right to Cure Defaults.	24
8.5	Effect of Waivers of Default.	24
8.6	No Waiver, etc.	24
8.7	No Accord and Satisfaction.	24
ARTICLE 9 Rights of Mortgage Holders		24
9.1	Rights of Mortgage Holders.	24
9.2	Lease Superior or Subordinate to Mortgages.	25
ARTICLE 10 Miscellaneous Provisions		25
10.1	Notices from One Party to the Other.	25
10.2	Quiet Enjoyment.	25
10.3	Lease not to be Recorded.	25
10.4	Limitation of Landlord’s Liability.	26
10.5	Force Majeure.	26
10.6	Landlord’s Default.	26
10.7	Brokerage.	26
10.8	Applicable Law and Construction; Merger; Jury Trial.	27
10.9	Authority.	27
10.10	Counterparts.	27
10.11	OFAC Compliance.	27
10.12	Confidentiality; No Public Statement.	28
10.13	Execution and Delivery.	28
ARTICLE 11 Hazardous Materials		28
11.1	No Releases of Hazardous Materials	28
11.2	Notices of Release of Hazardous Materials	29
11.3	Landlord’s Right to Inspect	29
11.4	Landlord’s Right to Audit	29
11.5	Tenant Audit	29
11.6	Remediation	30
11.7	Tenant’s Reporting Requirements; Management and Safety Plan	30
11.8	Indemnification	30
11.9	Notice to Tenant	30
11.10	Decommissioning	30

iii

4633705_3

NORTHWEST PARK

OFFICE L E A S E

ARTICLE 1
Reference Data

1.1 Subject Referred To.

Each reference in this Lease to any of the following subjects shall be construed to incorporate the data stated for that subject in this Section 1.1.


Effective Date:	December 22, 2025
Building:	The two-story building containing approximately 46,000 rentable square feet located in Northwest Park in Burlington, Massachusetts (hereinafter referred to as the “Park”) on a parcel of land known as 52-54 Third Avenue (the Building and such parcel of land hereinafter being collectively referred to as the “Property”).
Premises:	A portion of the second (2nd) floor of the Building, substantially as shown on Exhibit A attached hereto.
Rentable Floor Area of Premises:	Approximately 9,700 rentable square feet
Landlord:	NWP Building 20 LLC, a Massachusetts limited liability company
Original Notice Address of Landlord:	c/o Nordblom Management Company, Inc. 71 Third Avenue Burlington, Massachusetts 01803
Tenant:	LeMaitre Vascular, Inc., a Delaware corporation
Original Notice Address of Tenant:	63 Second Avenue Burlington, MA 01803
Commencement Date:	January 1, 2026
Expiration Date:	December 31, 2030, subject to Section 2.3


Annual Fixed Rent Rate:	1/1/2026 – 12/31/2026: $213,396.00 1/1/2027 – 12/31/2027: $223,104.00 1/1/2028 – 12/31/2028: $232,800.00 1/1/2029 – 12/31/2020: $242,496.00 1/1/2030 – 12/31/2030: $252,204.00 IF TERM IS EXTENDED PURSUANT TO SECTION 2.3 1/1/2031 – 12/31/2031: $261,900.00 1/1/2032 – 12/31/2032: $271,596.00 1/1/2033 – 12/31/2033: $281,304.00 1/1/2034 – 12/31/2034: $291,000.00

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Monthly Fixed Rent Rate:	1/1/2026 – 12/31/2026: $17,783.00 1/1/2027 – 12/31/2027: $18,592.00 1/1/2028 – 12/31/2028: $19,400.00 1/1/2029 – 12/31/2020: $20,208.00 1/1/2030 – 12/31/2030: $21,017.00 IF TERM IS EXTENDED PURSUANT TO SECTION 2.3 1/1/2031 – 12/31/2031: $21,825.00 1/1/2032 – 12/31/2032: $22,633.00 1/1/2033 – 12/31/2033: $23,442.00 1/1/2034 – 12/31/2034: $24,250.00
Security and Restoration Deposit:	$20,000.00
Tenant’s Percentage:	The ratio of the Rentable Floor Area of the Premises to the total rentable area of the Building, which shall initially be deemed to be 21.09% percent.
Initial Estimate of Tenant’s Percentage of Taxes for the Tax Year:	$2,617.00 per month
Initial Estimate of Tenant’s Percentage of Operating Costs for the Fiscal Year:	$3,879.00 per month
Permitted Uses:	General office, research and development, light manufacturing and warehouse.
Commercial General Liability Insurance Limits:	$1,000,000 per occurrence $2,000,000 general aggregate
Commercial Excess Liability and/or Umbrella Insurance Limits:	$5,000,000 general aggregate $5,000,000 per occurrence
Guarantor:	None

1.2 Exhibits.

The Exhibits listed below in this section are incorporated in this Lease by reference and are to be construed as a part of this Lease.

EXHIBIT A Plan showing the Premises
EXHIBIT B INTENTIONALLY OMITTED
EXHIBIT C INTENTIONALLY OMITTED
EXHIBIT D INTENTIONALLY OMITTED
EXHIBIT E Rules and Regulations
EXHIBIT E-1 Construction Rules and Regulations
EXHIBIT F Form Tenant Estoppel Certificate
EXHIBIT G Landlord’s Consent and Waiver
EXHIBIT H Form Notice of Termination of Lease

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ARTICLE 2
Premises and Term

2.1 Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, subject to and with the benefit of the terms, covenants, conditions and provisions of this Lease, the Premises, excluding the roof, exterior faces of exterior walls, the common stairways, stairwells, elevators and elevator shafts, and pipes, ducts, conduits, wires, and appurtenant fixtures serving exclusively or in common other parts of the Building (and any areas, such as the space above the ceiling or in the walls, that may contain such pipes, ducts, conduits, wires or appurtenant fixtures), and if Tenant’s space includes less than the entire rentable area of any floor, excluding the central core area of such floor.

Tenant shall have, as appurtenant to the Premises, rights to use in common, subject to reasonable rules of general applicability to tenants of the Building from time to time made by Landlord of which Tenant is given notice: (a) the common lobbies, hallways, stairways, and elevators of the Building, (b) common walkways and driveways necessary for access to the Building, (c) the common parking areas serving the Building, and (d) if the Premises include less than the entire rentable area of any floor, the common toilets and other common facilities in the central core area of such floor.

Tenant shall be permitted to use up to 34 parking spaces in the parking area serving the Building. Visitor parking and handicapped parking are located on the upper level near Tenant’s main entrance on a first come first serve basis. Employee and overflow visitor parking are available on the lower lot adjacent to the building (to the East). Subject to the actions of and/or directives or orders from governmental and other controlling authorities, and/or the actions of utility companies, Landlord shall not decrease the size of the existing parking area serving the Building.

Landlord reserves the right from time to time, at reasonable times and upon reasonable prior notice to Tenant, except in the case of emergencies, and without unreasonable interference with Tenant’s use of the Premises: (a) to install, use, maintain, repair, replace and relocate for service to the Premises and other parts of the Building, or either, pipes, ducts, conduits, wires and appurtenant fixtures, wherever located in the Premises or Building, (b) to alter or relocate any other common facility, (c) to make any repairs and replacements to the Premises which Landlord may deem necessary, and (d) in connection with any excavation made upon adjacent land of Landlord or others, to enter, and to license others to enter, upon the Premises to do such work as the person causing such excavation deems necessary to preserve the wall of the Building from injury or damage and to support the same. Landlord shall use reasonable efforts to perform the activities permitted under this paragraph during normal business hours, and shall use reasonable efforts not to interfere with Tenant’s business operations in the Premises.

2.2 Term. TO HAVE AND TO HOLD for term (the “Original Term” or “Term”) beginning on the Commencement Date, and ending on the Expiration Date, unless sooner terminated as hereinafter provided.

2.3 Right of First Offer. (a) During the Original Term of this Lease, Tenant shall have a one-time right of first offer to lease the ROFO Space (hereinafter defined) as it becomes available for lease after the Effective Date, subject to the terms and conditions contained below.

(b) The “ROFO Space” shall mean the remaining 36,300 rentable square feet of space in the Building outside of the Premises. Tenant’s rights shall be subject to all rights of the existing tenant to lease the ROFO Space, whether by a right of extension or otherwise.

(c) If the ROFO Space becomes available to lease during the Original Term of this Lease, then prior to marketing such space, other than to the then tenant thereof, Landlord shall first notify Tenant in writing of the opportunity to lease the ROFO Space, on the condition that (i) the initial Tenant named herein, LeMaitre Vascular, Inc., occupies the entire Premises and (ii) Tenant shall not be in default at the time the ROFO Space becomes available and shall not have previously been in default of its obligations under this Lease beyond any applicable grace period.

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(d) Within twenty (20) days after Landlord’s written notification, Tenant shall provide written notice to Landlord indicating whether it is interested in the possibility of leasing the ROFO Space. If Tenant timely so indicates its interest in the offered space, and satisfies the condition precedent set forth in subparagraph (c), then Landlord shall notify Tenant in writing (“Landlord’s Offer Notice”) specifying the terms on which Landlord intends to offer to lease the ROFO Space to the general market except that the term of the ROFO Space will be coterminous with the then remaining portion of the Term of this Lease. Landlord’s Offer Notice shall identify the terms of the offer in reasonable detail and shall include Landlord’s determination of the Market Rate (as such term is defined below) for the ROFO Space. Tenant shall within twenty (20) days after the date of Landlord’s Offer Notice either (i) accept such offer, including exercising the Extension Option at the rental rate stated in Landlord’s Offer Notice, or (ii) decline the offer in its entirety, with Tenant’s failure to respond within such twenty (20) day period being deemed an election to decline the offer. As used herein, the term Market Rate shall mean the fair-market rental rate for comparable space in comparable buildings in the Burlington area as of the date of Landlord’s Offer Notice.

(e) If Tenant has declined Landlord's offer, or is deemed to have declined the offer, Landlord shall be free to offer the subject ROFO Space to the general market on such terms and conditions as Landlord determines in its sole discretion, and Tenant shall have no further right to lease the ROFO Space pursuant to this Section 2.3.

(f) If Tenant timely elects to lease the ROFO Space, then the space shall, without further action by the parties, be leased by Tenant on the terms and conditions set forth in the Landlord's Offer Notice, and otherwise on all of the other terms and conditions of this Lease, but Tenant shall promptly execute a lease amendment to memorialize such terms if requested by Landlord. Further, in the event that Tenant leases the ROFO Space from Landlord pursuant to the terms of this Section 2.3, then the Term of the Lease shall be automatically extended such that the Expiration Date for the entirety of the Premises (i.e. the original Premises plus the ROFO Space) shall be December 31, 2034. In connection with such extension of the Term, the Fixed Rent payable in connection with the original Premises set forth herein for the period of time between January 1, 2031 and December 31, 2034 shall be as set forth in Section 1.1 above (it being agreed that the Fixed Rent for the ROFO Space shall be calculated as set forth above).

(g) This right of first offer is personal to LeMaitre Vascular, Inc. and may not be assigned to any other party.

ARTICLE 3
Improvements

3.1 Condition of Premises. The Premises shall be delivered to Tenant on the Commencement Date broom clean, free of the prior occupant and in “as-is” condition. Tenant acknowledges and agrees that neither Landlord nor any of Landlord’s agents have made any representations or warranties with respect to the Premises, and Landlord has no obligation to perform any work, or make any alterations, additions or improvements to the Premises to prepare the Premises for Tenant’s use and occupancy.

ARTICLE 4
Rent

4.1 The Fixed Rent. (a) Commencing as of the Commencement Date, Tenant covenants and agrees to pay fixed rent (“Fixed Rent”) to Landlord, by electronic fund transfer (or by such other method, as set forth below, or to such other person or entity as Landlord may by notice in writing to Tenant from time to time direct), at the Annual Fixed Rent Rate, in equal installments at the Monthly Fixed Rent Rate (which is 1/12th of the Annual Fixed Rent Rate), in advance, without notice or demand, and without setoff, abatement, suspension, deferment, reduction or deduction, except as otherwise expressly provided herein, on the first day of each calendar month included in the Term. The term “Additional Rent” shall mean all sums other than Fixed Rent that are payable to Landlord under this Lease, including, without limitation all Operating Costs, Taxes, late charges, and interest. The term “Rent” shall mean Fixed Rent and Additional Rent.

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(b) It is the intention of the parties hereto that the obligations of Tenant hereunder shall be separate and independent covenants and agreements, that the Annual Fixed Rent, the Additional Rent and all other sums payable by Tenant to Landlord shall continue to be payable in all events and that the obligations of Tenant hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been abated or terminated pursuant to an express provision of this Lease. Tenant acknowledges and agrees that its obligation to pay Fixed Rent and Additional Rent as and when due hereunder is a material term of this Lease, and was an essential element in Landlord’s decision to enter into this Lease with Tenant.

(c) If Landlord shall give notice to Tenant that all Rent and/or other payments due hereunder are to be made to Landlord by wire transfer, or by any other commercially reasonable means, Tenant shall make all such payments as shall be due after receipt of said notice by means as designated by Landlord, with such payments to be made to such address and to such person or entity as is specified by Landlord. Tenant shall have the right to suspend electronic funds transfers as set forth above for just cause for a reasonable period of time, which cause and period of time must be consented to by Landlord (which consent shall not be unreasonably withheld or delayed).

4.2 Additional Rent. Tenant covenants and agrees to pay, as Additional Rent, insurance costs, utility charges, personal property taxes, late charges, interest and Tenant’s Percentage of Taxes and Operating Costs with respect to the Premises as provided in this Section 4.2 as follows:

4.2.1 Real Estate Taxes. Tenant covenants to pay to Landlord, as Additional Rent, for each fiscal tax period (a “Tax Year”) partially or wholly included in the Term, Tenant’s Percentage of Taxes (as hereinafter defined). Tenant shall remit to Landlord, on the first day of each calendar month during the Term, estimated payments on account of Taxes, such monthly amounts to be sufficient to provide Landlord, by the time real estate tax payments are due and payable to any governmental authority responsible for collection of same, a sum equal to the Tenant’s Percentage of Taxes, as reasonably estimated by Landlord from time to time on the basis of the most recent tax data available. The initial calculation of the monthly estimated payments shall be based upon the Initial Estimate of Tenant’s Percentage of Taxes for the Tax Year and upon quarterly payments being due to the governmental authority on August 1, November 1, February 1 and May 1, and shall be made when the Commencement Date has been determined. If the total of such monthly remittances for any Tax Year is greater than the Tenant’s Percentage of Taxes for such Tax Year, Landlord shall promptly pay to Tenant, or credit against the next accruing payments to be made by Tenant pursuant to this Section 4.2.1, the difference; if the total of such remittances is less than the Tenant’s Percentage of Taxes for such Tax Year, Tenant shall pay the difference to Landlord at least ten (10) days prior to the date or dates within such Tax Year that any Taxes become due and payable to the governmental authority (but in any event no earlier than ten (10) days following a written notice to Tenant, which notice shall set forth the manner of computation of Tenant’s Percentage of Taxes). This section shall survive the expiration or earlier termination of this Lease.

If, after Tenant shall have made reimbursement to Landlord pursuant to this Section 4.2.1, Landlord shall receive a refund of any portion of Taxes paid by Tenant with respect to any Tax Year during the Term hereof as a result of an abatement of such Taxes by legal proceedings, settlement or otherwise (without either party having any obligation to undertake any such proceedings), Landlord shall promptly pay to Tenant, or credit against the next accruing payments to be made by Tenant pursuant to this Section 4.2.1, the Tenant’s Percentage of the refund (less the proportional, pro rata expenses, including attorneys’ fees and appraisers’ fees, incurred in connection with obtaining any such refund), as relates to Taxes paid by Tenant to Landlord with respect to any Tax Year for which such refund is obtained. If Landlord does not pursue a tax abatement during the Tax Year in question, and provided that at such time Tenant is then leasing 100% of the total rentable area of the Building, Tenant shall have the right to do so in Landlord’s name and Landlord shall reasonably cooperate with Tenant in such effort, provided however, that Tenant shall give prior written notice to Landlord that Tenant elects to seek an abatement and provided, further, that all abatement proceedings are entirely at Tenant’s sole cost and expense.

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In the event this Lease shall commence, or shall end (by reason of expiration of the term or earlier termination pursuant to the provisions hereof), on any date other than the first or last day of the Tax Year, or should the Tax Year or period of assessment of real estate taxes be changed or be more or less than one (1) year, as the case may be, then the amount of Taxes which may be payable by Tenant as provided in this Section 4.2.1 shall be appropriately apportioned and adjusted.

The term “Taxes” shall mean all taxes, assessments, betterments and other charges and impositions (including, but not limited to, fire protection service fees and similar charges) levied, assessed or imposed at any time during the Term by any governmental authority upon or against the Property, or taxes in lieu thereof, and additional types of taxes to supplement real estate taxes due to legal limits imposed thereon. If, at any time during the term of this Lease, any tax or excise on rents or other taxes, however described, are levied or assessed against Landlord with respect to the rent reserved hereunder, either wholly or partially in substitution for, or in addition to, real estate taxes assessed or levied on the Property, such tax or excise on rents shall be included in Taxes; however, Taxes shall not include franchise, corporations, estate, inheritance, succession, capital levy, transfer, gift, income or excess profits taxes assessed on Landlord or penalties for delinquent payment of Taxes assessed against Landlord provided such late payment is not caused by or a result of any acts or omissions of Tenant. Taxes shall include any estimated payment made by Landlord on account of a fiscal tax period for which the actual and final amount of taxes for such period has not been determined by the governmental authority as of the date of any such estimated payment.

4.2.2 Personal Property Taxes. Tenant shall pay all taxes charged, assessed or imposed upon the personal property of Tenant in or upon the Premises.

4.2.3 Operating Costs. Tenant covenants to pay to Landlord the Tenant’s Percentage of Operating Costs (as hereinafter defined) incurred by Landlord in any fiscal year of Landlord (meaning October – September). Tenant shall remit to Landlord, on the first day of each calendar month during the Term, estimated payments on account of Operating Costs, such monthly amounts to be sufficient to provide Landlord, by the end of the fiscal year, a sum equal to the Operating Costs, as reasonably estimated by Landlord from time to time. The initial monthly estimated payments shall be in an amount equal to 1/12th of the Initial Estimate of Tenant’s Percentage of Operating Costs for the fiscal year. If, at the expiration of the year in respect of which monthly installments of Operating Costs shall have been made as aforesaid, the total of such monthly remittances is greater than the actual Operating Costs for such year, Landlord shall promptly pay to Tenant, or credit against the next accruing payments to be made by Tenant pursuant to this Section 4.2.3, the difference; if the total of such remittances is less than the Operating Costs for such year, Tenant shall pay the difference to Landlord within twenty (20) days from the date Landlord shall furnish to Tenant an itemized statement of the Operating Costs, prepared, allocated and computed in accordance with generally accepted accounting principles. Any reimbursement for Operating Costs due and payable by Tenant with respect to periods of less than twelve (12) months shall be equitably prorated. This section shall survive the expiration or earlier termination of this Lease.

The term “Operating Costs” shall mean all costs and expenses incurred by Landlord for the operation, maintenance, repair and upkeep and exterior cleaning of the Property, and the portion of such costs and expenses with regard to the common areas, facilities, services and amenities of the Park which is equitably allocable to the Property, including, without limitation, all costs of maintaining and repairing the Property and the Park (including snow removal, landscaping and grounds maintenance, operation, repair and maintenance of parking lots (including lighting), sidewalks, walking paths, access roads and driveways) Property signage, repair and maintenance of the roof of the Building; security, operation and repair of heating and air-conditioning equipment, elevators, lighting and any other Building equipment or systems) and of all repairs and replacements (other than repairs or replacements for which Landlord has received full reimbursement from contractors, other tenants of the Building or from others) necessary to keep the Property and the Park in good working order, repair, appearance and condition; all costs, including material and equipment costs, for cleaning services to the exterior and common

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areas of the Building (including, without limitation, window cleaning of the Building); all costs of any reasonable insurance carried by Landlord relating to the Property; all costs related to provision of heat (including oil, electric, and/or gas), air-conditioning, and water (including sewer charges), refuse disposal and other utilities to the Building (exclusive of reimbursement to Landlord for any of same received as a result of direct billing to any tenant of the Building); payments under all service contracts relating to the foregoing; all compensation, fringe benefits, payroll taxes and workmen’s compensation insurance premiums related thereto with respect to any employees of Landlord or its affiliates engaged in the operation, security and maintenance of the Property and the Park; attorneys’ fees and disbursements (exclusive of any such fees and disbursements incurred in tax abatement proceedings or the preparation of leases) and auditing and other professional fees and expenses; and a management fee.

There shall not be included in such Operating Costs (a) brokerage fees (including rental fees) related to the operation of the Building; (b) interest and depreciation charges incurred on the Property; (c) expenditures made by Tenant with respect to (i) janitorial-type cleaning, maintenance and upkeep of the interior of the Premises (provided said janitorial and cleaning services are not being provided by Landlord), and (ii) the provision of gas and electricity to the Premises, (d) the cost of any item for which Landlord is reimbursed by insurance proceeds; (e) payments which exceed arms-length competitive market prices for services rendered to the Premises paid to any person, firm or corporation affiliated with Landlord to the extent that the payments for such services exceed the competitive costs that would have been paid to parties unaffiliated with Landlord; (f) costs incurred by Landlord due to a breach by Landlord of the terms and conditions of this Lease but only to the extent such costs do not arise from or are attributable to the acts or omissions of Tenant; (g) costs of correcting defects in the original construction of the Premises; (h) costs resulting from the gross negligence or willful misconduct of Landlord or Landlord’s agents; (i) legal fees, to the extent said fees are not related to the operation and/or maintenance of the Building, and/or are not related to the relationship (contractual or otherwise) which exists or may exist between Landlord and Tenant; and (j) costs or expenses related to the removal, abatement or remediation of hazardous materials in or about the Building and/or the Property which is existing as of the date hereof, to the extent said costs or expenses are not attributable to or arise from the acts or omission of Tenant or Tenant’s agents, employees, invitees, servants or contractors (which costs and expenses shall be paid for by Tenant).

If, during the Term of this Lease, Landlord shall replace any capital items, including the roof of the Building and the house HVAC units on the roof, or make any capital expenditures (collectively called “capital expenditures”) the total amount of which is not properly included in Operating Costs for the fiscal year in which they were made, there shall nevertheless be included in Operating Costs for each fiscal year in which and after such capital expenditure is made the annual charge-off of such capital expenditure. (Annual charge-off shall be determined by (i) dividing the original cost of the capital expenditure by the number of years of useful life thereof [The useful life shall be reasonably determined by Landlord in accordance with generally accepted accounting principles and practices in effect at the time of acquisition of the capital item.]; and (ii) adding to such quotient an interest factor computed on the unamortized balance of such capital expenditure based upon an interest rate reasonably determined by Landlord as being the interest rate then being charged for long-term mortgages by institutional lenders on like properties within the locality in which the Building is located.) Provided, further, that if Landlord reasonably concludes on the basis of engineering estimates that a particular capital expenditure will effect savings in Operating Costs and that such annual projected savings to Operating Costs will exceed the annual charge-off of capital expenditure computed as aforesaid, then and in such events, if Landlord shall make such capital expenditure, the annual charge-off shall be determined by dividing the amount of such capital expenditure by the number of years over which the projected amount of such savings shall fully amortize the cost of such capital item or the amount of such capital expenditure; and by adding the interest factor, as aforesaid.

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If during any portion of any year for which Operating Costs are being computed, the Building was not fully occupied by tenants or if not all of such tenants were paying fixed rent or if Landlord was not supplying all tenants with the services, amenities or benefits being supplied hereunder, actual Operating Costs incurred shall be reasonably extrapolated by Landlord to the estimated Operating Costs that would have been incurred if the Building were fully occupied by tenants and all such tenants were then paying fixed rent or if such services were being supplied to all tenants, and such extrapolated amount shall, for the purposes of this Section 4.2.3, be deemed to be the Operating Costs for such year.

Tenant and its representatives, at Tenant’s sole expense, shall have the right, during customary business hours, to inspect at Landlord’s offices, Landlord’s books and records relating to Operating Costs for the immediately preceding fiscal year. As a condition to performing any such inspection, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form reasonably acceptable to Landlord, agreeing to keep confidential any information which Tenant and the examining party discovers in connection with such examination, except for disclosures required by law, court order or regulatory authorities, or to Tenant's attorneys, accountants, auditors, or potential purchasers of the Tenant company. If Tenant elects to exercise such right, it must provide reasonable prior written notice to Landlord given no later than one hundred and twenty (120) days following Tenant’s receipt of Landlord’s Statement of Operating Costs for any fiscal year and it must complete any such inspection within sixty (60) days of commencement. Landlord agrees to reasonably cooperate with Tenant to enable Tenant to complete its inspection within the time period specified in the preceding sentence. Tenant shall give Landlord a complete copy of the results of its inspection. If it is determined that Tenant is entitled to a refund, then such refund shall either be in cash or applied as a credit to the next due installment of Rent, at the election of Landlord. If it is determined Tenant has underpaid, then Tenant shall pay such amount within thirty (30) days of Landlord’s invoice therefor. Tenant agrees to use for such inspection a firm that is reasonably acceptable to Landlord and that is not being paid on a contingency fee basis. If Tenant’s audit demonstrates, to Landlord’s reasonable satisfaction, that Operating Costs were overstated by more than five percent (5%), then Landlord shall reimburse Tenant the reasonable cost of the audit (it being agreed that if Tenant’s audit does not show such overstatement, Tenant shall reimburse Landlord for all reasonable costs incurred by Landlord in connection with such audit).

4.2.4 Insurance. Tenant shall, at its expense, as Additional Rent, take out and maintain from the time Tenant first occupies the Premises for any purpose and throughout the Term the following insurance:

4.2.4.1 Commercial general liability insurance and commercial excess liability insurance on “follow form” basis and/or umbrella naming Landlord, the “Landlord Related Parties” (defined in Section 6.1.5 below), Tenant, and any mortgagee of which Tenant has been given notice (“Landlord’s Mortgagee”) as insureds or additional insureds on a primary and non-contributory basis, in amounts which shall, at the beginning of the Term, be at least equal to the limits set forth in Section 1.1; and, which, from time to time during the Term, shall be for such higher limits, if any, as are customarily carried in the area in which the Premises are located on property similar to the Premises and used for similar purposes; and workmen’s compensation insurance with statutory limits covering all of Tenant’s employees working on the Premises, covering the state in which the employee was hired, works and resides; and Employers Liability insurance with minimum limits of Five Hundred Thousand Dollars ($500,000.00) each accident, bodily injury by accident; Five Hundred Thousand Dollars ($500,000.00) each employee, bodily injury by disease; and Five Hundred Thousand Dollars ($500,000.00) policy limit, bodily injury by disease.

4.2.4.2 Special Form Property insurance, including flood and earthquake coverage, written at 100% replacement cost value with a replacement

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cost endorsement covering all Tenant’s furniture, furnishings, fixtures and equipment, including all tenant improvements, and business interruption insurance with limits not less than the equivalent of 12 months of rent, with extra expense coverage, and shall list Landlord as loss payee as their interests may appear.

4.2.4.3 Automobile Liability insurance for all owned, leased, non-owned and hired vehicles. The minimum limit of liability shall be One Million Dollars ($1,000,000.00) each accident, combined single limit for bodily injury and property damage, naming Landlord and the Landlord Related Parties as additional insureds on a primary and non-contributory basis.

4.2.4.4 Pollution/Environmental Liability insurance with minimum limits of One Million Dollars ($1,000,000.00) for each policy (it being agreed that Tenant shall not be obligated to take out and maintain such insurance for such periods of time that the Premises are used solely for general office purposes).

4.2.4.5 All such policies shall be obtained from responsible companies having a policy rating of A-VIII or better, as set forth in the most current issue of the Best’s Key Rating Guide and which are qualified to do business and in good standing in Massachusetts and are otherwise reasonably acceptable to Landlord. Tenant agrees to furnish Landlord with certificates evidencing all such insurance, including evidence of the required waiver of subrogation as provided below, prior to the beginning of the Term or the date Tenant first occupies the Premises (whichever occurs first), and evidencing renewal thereof at least thirty (30) days prior to the expiration of any such policy. Tenant shall provide at least thirty (30) days prior written notice to Landlord and Landlord’s Mortgagee should any of the policies required herein be changed, terminated, or cancelled. In the event provision for any such insurance is to be by a blanket insurance policy, the policy shall allocate a specific and sufficient amount of coverage to the Premises.

4.2.4.6 All insurance which is carried by either party with respect to the Building, Premises or to furniture, furnishings, fixtures, or equipment therein or alterations or improvements thereto, workmen’s compensation insurance, and all liability insurance, whether or not required, shall include a waiver of rights of subrogation, in favor of the other party. Landlord and Tenant each waives all rights of recovery against the other for loss or injury against which the waiving party is covered by insurance, or is required to be so covered under the Lease, reserving, however, any rights of recovery with respect to any excess of loss or injury over the amount recovered by such insurance. The limits of Tenant’s insurance shall not limit its liability under this Lease. Tenant’s property insurance shall name Landlord and Landlord’s Mortgagee as loss payee with respect to Landlord’s interest in the Property, excluding tenant improvements which Tenant insures under its policy of property insurance. Tenant shall not acquire as insured under any property insurance carried on the Premises, which shall include all tenant improvements, any right to participate in the adjustment of loss or to receive insurance proceeds, except to the extent permitted under Section 7.4 below, and agrees upon request promptly to endorse and deliver to Landlord any checks or other instruments in payment of loss in which Tenant is named as payee.

4.2.5 Utilities. Commencing on the Commencement Date, Tenant shall reimburse Landlord through Operating Costs, pursuant to Section 4.2.3, for all charges for gas and water (including sewer) furnished to the Premises.

With regard to electricity, Tenant shall pay to Landlord by means of monthly escrow payments (as set forth below) estimated charges (the “Utilities Charges”) on account of Tenant’s pro rata share of all charges for electricity furnished by

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Landlord to the second floor of the Building (which shall include electricity for lights, outlets and VAV boxes in the Premises and for the rooftop HVAC units serving the Premises).

Landlord shall reasonably estimate the amount of Utilities Charges payable by Tenant per month based on Tenant’s pro rata share of the electric meter for the second floor of the Building. Landlord shall notify Tenant prior to the Commencement Date of the initial estimate of Utilities Charges to be paid by Tenant. Beginning as of the Commencement Date, Tenant shall pay the Utilities Charges, as Additional Rent, on the first day of each calendar month during the Term, in the same manner as Tenant pays Fixed Rent pursuant to Section 4.1 of this Lease. Following the end of each of Landlord’s fiscal years, Landlord will reconcile the estimated Utilities Charges paid by Tenant with the actual amounts owing from Tenant based on Tenant’s pro rata share of the electric meter for the Premises. If it is determined Tenant has been overcharged, then such overpayment will be credited against Tenant’s account for the following month. If Tenant has underpaid, then Landlord will invoice Tenant for the amount owed and Tenant shall pay such amount within twenty (20) days after billing. Landlord reserves the right to adjust the monthly Utilities Charges from time to time based on the most current data available and Landlord’s estimate of Tenant’s electrical consumption in the Premises, and Tenant shall thereafter pay the adjusted Utilities Charges to Landlord until further notice.

Tenant shall pay all charges for telephone and other utilities or services not supplied by Landlord pursuant to Subsections 5.1.1, 5.1.2, and 5.1.3, whether designated as a charge, tax, assessment, fee or otherwise, all such charges to be paid as the same from time to time become due. Except as otherwise provided in Article 5, it is understood and agreed that Tenant shall make its own arrangements for the installation or provision of all such utilities and that Landlord shall be under no obligation to furnish any utilities to the Premises and shall not be liable for any interruption or failure in the supply of any such utilities to the Premises.

4.3 Late Payment of Rent. If any installment of Fixed Rent or other sum due Landlord is paid after the date the same was due, and if on a prior occasion in the twelve (12) month period prior to the date such installment was due an installment of rent was paid after the same was due, then Tenant shall pay Landlord a late payment fee equal to five (5%) percent of the overdue payment.

4.4 Security and Restoration Deposit. Upon Tenant’s execution of this Lease, Tenant shall deposit with Landlord the Security and Restoration Deposit. Said deposit shall be held by Landlord as security for the faithful performance by Tenant of all the terms of this Lease by said Tenant to be observed and performed. The security deposit shall not be mortgaged, assigned, transferred or encumbered by Tenant without the written consent of Landlord and any such act on the part of Tenant shall be without force and effect and shall not be binding upon Landlord.

If the Fixed Rent or Additional Rent or any other sum payable hereunder shall be overdue and unpaid or should Landlord make payments on behalf of the Tenant, or Tenant shall fail to perform any of the terms of this Lease, then Landlord may, at its option and without prejudice to any other remedy which Landlord may have on account thereof, appropriate and apply said entire deposit or so much thereof as may be necessary to compensate Landlord toward the payment of Fixed Rent, Additional Rent or other sums or loss or damage sustained by Landlord due to such breach on the part of Tenant; and Tenant shall forthwith upon demand restore said security to the original sum deposited. Within forty-five (45) days following Tenant’s yield-up of the Premises in accordance with the terms hereof Landlord shall refund to Tenant said deposit, or so much thereof as may remain after application toward any satisfaction of any obligation of Tenant.

In the event of bankruptcy or other creditor-debtor proceedings against Tenant, all securities shall be deemed to be applied first to the payment of rent and other charges due Landlord for all periods prior to the filing of such proceedings.

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ARTICLE 5
Landlord’s Covenants

5.1 Affirmative Covenants. Landlord covenants with Tenant:

5.1.1 Heat and Air-Conditioning. To furnish to the Premises heat, ventilation and air-conditioning (“HVAC”) reserving the right, at any time, to change energy or heat sources, separately metered for gas and at the direct expense of Tenant as provided in Section 4.2.5 above, sufficient to maintain the Premises at reasonable temperatures (subject to all federal, state, and local regulations relating to the provision of heat), during the normal business hours for the Building set forth in the Rules and Regulations attached hereto as Exhibit E (“Normal Building Hours”). Heat and air-conditioning will be available after Normal Building Hours, at Landlord’s then standard rate for after-hours usage, including wear and tear on Building equipment, as reasonably determined by Landlord from time to time. If Tenant desires heat or air-conditioning after Normal Building Hours, Tenant must provide Building management with at least 24 hours prior notice.

5.1.2 Electricity. To furnish to the Premises, separately metered and at the direct expense of Tenant as provided in Section 4.2.5 above, reasonable electricity for Tenant’s Permitted Uses. If Tenant shall require electricity in excess of reasonable quantities for Tenant’s Permitted Uses and if (i) in Landlord’s reasonable judgment, Landlord’s facilities are inadequate for such excess requirements, or (ii) such excess use shall result in an additional burden on the Building utilities systems and additional cost to Landlord on account thereof, as the case may be, (a) Tenant shall, upon demand, reimburse Landlord for such additional cost, as aforesaid, or (b) Landlord, upon written request, and at the sole cost and expense of Tenant, will furnish and install such additional wire, conduits, feeders, switchboards and appurtenances as reasonably may be required to supply such additional requirements of Tenant (if electricity therefor is then available to Landlord), provided that the same shall be permitted by applicable laws and insurance regulations and shall not cause permanent damage or injury to the Building or cause or create a dangerous or hazardous condition or entail excessive or unreasonable alterations or repairs.

5.1.3 Water. To furnish water for ordinary cleaning, lavatory and toilet facilities.

5.1.4 Elevator; Fire Alarm. To furnish elevator service (if any) from the lobby to the Premises; and to maintain fire alarm systems within the Building.

5.1.5 Repairs. Except as otherwise expressly provided herein, to make such repairs and replacements to the Common Areas, the roof, exterior walls, floor slabs and other structural components of the Building, and to the common areas, facilities and plumbing, electrical, heating, ventilating and air-conditioning systems of the Building as may be necessary to keep them in good repair and condition (exclusive of equipment installed by Tenant and except for those repairs required to be made by Tenant pursuant to Section 6.1.3 hereof and repairs or replacements occasioned by any act or negligence of Tenant, its servants, agents, customers, contractors, employees, invitees, or licensees). The term “Common Areas” shall mean all areas within the Property which are not leased or held for the exclusive use of Tenant, including, but not limited to, parking areas, driveways, sidewalks, access roads, and landscaping. Landlord, from time to time, may change the size, location, nature and use of any of the Common Areas, construct additional parking facilities in the Common Areas and increase or decrease the Common Area land so long as Tenant’s use of the Premises is not materially affected. At any time, Landlord may close any portion of the Common Areas to perform any acts that are, in Landlord’s reasonable judgment, necessary or desirable to maintain, repair or improve the Property.

5.2 Interruption. Landlord shall be under no responsibility or liability for failure or interruption of any of the above-described utility services, or conditions arising in or about the Premises and/or Property caused by breakage, accident, strikes, repairs, inability to obtain supplies, labor or materials, or for any other causes beyond the control of the Landlord, and in no event for any indirect or consequential damages to Tenant; and failure or omission on the part of the Landlord to furnish any of the above services for any of the reasons set forth in this paragraph shall not be construed as an eviction of Tenant, actual or constructive, nor entitle Tenant to an abatement of rent, nor render the Landlord liable in damages, nor release Tenant from prompt fulfillment of any of its covenants under this

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Lease. However in each instance of failure or interruption Landlord shall use reasonable efforts to restore the unavailable service or remedy the condition following written notice from Tenant. Any business interruption loss shall be borne solely by Tenant, and Landlord shall have no liability with respect thereto. Notwithstanding the foregoing, if Landlord fails to provide any service that it is required to provide above so that Tenant’s ability to conduct business at the Premises is materially adversely affected for a period of five (5) consecutive business days after written notice thereof from Tenant to Landlord, then, provided that such failure or Landlord’s inability to cure such condition is not (i) due to a cause beyond Landlord’s reasonable control and/or (ii) generally affecting other buildings in the vicinity of the Premises (such as a neighborhood power outage or a water main break) or a fire or other casualty or taking (which shall be governed by Article 7 below) or the fault or negligence of Tenant or any of its agents, employees or contractors, then as Tenant’s sole remedy the Fixed Rent and Additional Rent shall be equitably abated based upon the impact thereof on Tenant’s ability to conduct business in the Premises until such service(s) is restored to their level prior to the interruption.

5.3 Outside Services. In the event Tenant wishes to provide outside services for the Premises over and above those services to be provided by Landlord as set forth herein, Tenant shall first obtain the prior written approval of Landlord for the installation and/or utilization of such services (“Outside services” shall include, but shall not be limited to, cleaning services, television, so-called “canned music” services, security services, catering services and the like.) In the event Landlord approves the installation and/or utilization of such services, such installation and utilization shall be at Tenant’s sole cost, risk and expense.

5.4 Access. Tenant shall have access to the Premises at all times, 24 hours per day, 7 days per week, subject to Landlord’s reasonable security requirements, if any, and occurrences beyond Landlord’s control.

5.5 Landlord’s Insurance. Landlord shall take out and maintain throughout the term (i) all-risk casualty insurance in an amount equal to 100% of the replacement cost of the Building, but specifically excluding any other improvements installed by Tenant during the term, and (ii) comprehensive general liability insurance with respect to the Property in commercially reasonable amounts. Landlord shall not be required to carry insurance of any kind on any improvements in the Premises, which shall be Tenant’s responsibility pursuant to Article 4.2.4 above.

5.6 Condition of Premises. As of the Commencement Date, Landlord represents and warrants that (i) the Building shall be in compliance with the applicable local building code but makes no representation or warranty as to whether the Building is in compliance with the Americans With Disabilities Act; (ii) the heating, ventilation and air conditioning system and other mechanical systems serving the Building shall be in serviceable working order as of the Commencement Date. Additionally, Landlord agrees to meet with Tenant to tour the Premises at yield up to coordinate repairs insofar as such may be required by this Lease.

5.7 Landlord’s Indemnification. Landlord shall indemnify, defend and save Tenant harmless from and against all claims brought by, liability imposed by, or loss or damage arising from the actions of (including the cost of any cleanup or remediation) a governmental authority having jurisdiction over the Property and/or the Park caused by a release or threat of release of Hazardous Materials (as defined in Section 11.1 below) from or at the Property and/or the Park prior to the Commencement Date or, if after the Commencement Date, to the extent caused by Landlord’s use, handling, holding, transporting, storage or disposal of Hazardous Materials including, without limitation, liability under any federal, state or local laws, requirements and regulations; provided, however, that this indemnity shall not apply to the extent such claim, liability, loss and/or damage is attributable or pertains to the following: (i) in the event (but only in the event) Tenant uses, stores, handles, holds, transports or disposes at, on or under the Property the Hazardous Materials which are the subject of such claim, liability, loss and/or damage, unless Tenant provides evidence reasonably satisfactory to Landlord that the Hazardous Materials which are the subject of such claim, liability, loss and/or damage are not caused by or attributable in whole or in part to Tenant, (ii) in the event Tenant or its agents, employees or contractors causes or contributes to the release or threat of release of Hazardous Materials, or (iii) to any claim brought or liability imposed under any law, regulation or

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ordinance, or common law, arising out of any personal injury or damage suffered or alleged to have been suffered by Tenant’s employees, agents, invitees or contractors. Landlord represents to Tenant, to Landlord’s actual knowledge as of the Effective Date, that there are no Hazardous Materials in, on, about, under or emanating from the Property in violation of any laws. The provisions of this Section 5.7 shall survive the expiration or earlier termination of this Lease.

ARTICLE 6
Tenant’s Additional Covenants

6.1 Affirmative Covenants. Tenant covenants at all times during the Term and for such further time (prior or subsequent thereto) as Tenant occupies the Premises or any part thereof:

6.1.1 Perform Obligations. To perform promptly all of the obligations of Tenant set forth in this Lease; and to pay when due the Fixed Rent and Additional Rent and all charges, rates and other sums which by the terms of this Lease are to be paid by Tenant.

6.1.2 Use. To use the Premises only for the Permitted Uses, and from time to time to procure all licenses and permits necessary therefor, at Tenant’s sole expense. With respect to any licenses or permits relating to or affecting the Property for which Tenant may apply, pursuant to this Section 6.1.2 or any other provision hereof, Tenant shall furnish Landlord copies of applications therefor on or before their submission to the governmental authority.

6.1.3 Repair and Maintenance. To maintain the Premises in neat order and condition and to perform all routine and ordinary repairs to the Premises and to any plumbing, heating, electrical, ventilating and air-conditioning systems located within the Premises and installed by Tenant such as are necessary to keep them in good working order, appearance and condition, as the case may require, reasonable use and wear thereof and damage by fire or by unavoidable casualty only excepted; to keep all glass in windows and doors of the Premises (except glass in the exterior walls of the Building) whole and in good condition with glass of the same quality as that injured or broken; and to make as and when needed as a result of misuse by, or neglect or improper conduct of Tenant or Tenant’s servants, employees, agents, invitees or licensees or otherwise, all repairs necessary, which repairs and replacements shall be in quality and class equal to the original work. Landlord, upon default of Tenant hereunder and upon prior notice to Tenant, may elect, at the expense of Tenant, to perform all such cleaning and maintenance and to make any such repairs required under this Section 6.1.3, or to repair any damage or injury to the Building or the Premises caused by moving property of Tenant in or out of the Building, or by installation or removal of furniture or other property, or by misuse by, or neglect, or improper conduct of, Tenant or Tenant’s servants, employees, agents, contractors, customers, patrons, invitees, or licensees.

6.1.4 Compliance with Law. To make all repairs, alterations, additions or replacements to the Premises required by any law or ordinance or any order or regulation of any public authority; to keep the Premises equipped with all safety appliances so required; and to comply with the orders and regulations of all governmental authorities with respect to zoning, building, fire, health and other codes, regulations, ordinances or laws applicable to the Premises, except that Tenant may defer compliance so long as the validity of any such law, ordinance, order or regulations shall be contested by Tenant in good faith and by appropriate legal proceedings, if Tenant first gives Landlord appropriate assurance or security against any loss, cost or expense on account thereof.

6.1.5 Indemnification. To indemnify, defend and hold harmless Landlord, its agents (including, without limitation, Landlord’s managing agent), partners, officers, directors, members, trustees, beneficiaries, shareholders, and employees (such parties being referred to collectively as the “Landlord Related Parties”) from and against any and all claims, demands, liabilities, penalties, fines, settlements, damages, loss, costs or expenses resulting from, arising out of, or in any way related to injury, death, damage or loss to person or property in or upon the Premises and the Property arising out of the use or occupancy of the Premises by Tenant or by any person claiming by, through or under Tenant (including, without limitation, all patrons, employees and customers of Tenant), the

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negligent acts or omissions or intentional misconduct of Tenant or any person claiming by, through or under Tenant, or on account of any breach by Tenant of its obligations under this Lease, or on account of or based upon anything whatsoever done on the Premises, except if the same was caused by the gross negligence or misconduct of Landlord or the Landlord Related Parties. In respect of all of the foregoing, Tenant shall indemnify Landlord and the Landlord Related Parties from and against all costs and expenses (including reasonable attorneys’ fees), of whatever kind or nature incurred in or in connection with any such claim, action or proceeding brought thereon; and, in case of any action or proceeding brought against Landlord or the Landlord Related Parties by reason of any such claim, Tenant, upon notice from Landlord and at Tenant’s expense, shall resist or defend such action or proceeding and employ counsel therefor reasonably satisfactory to Landlord. Landlord shall not settle any such claim without first consulting with Tenant and obtaining the consent of Tenant, which shall not be unreasonably withheld, conditioned or delayed. The preceding indemnification shall expressly survive the expiration or earlier termination of this Lease.

6.1.6 Landlord’s Right to Enter. Upon reasonable prior notice from Landlord or its managing agent (except in emergencies), to permit Landlord and its agents to enter into and examine the Premises at reasonable times during normal business hours (except in emergencies) and to show the Premises (other than to prospective tenants as set forth below in this Section 6.1.6), and to make repairs to the Premises, and, during the last six (6) months prior to the expiration of this Lease, to show the Premises to prospective tenants and to keep affixed in suitable places notices of availability of the Premises. Landlord shall use reasonable efforts to perform any regular maintenance work and showings during normal business hours.

6.1.7 Personal Property at Tenant’s Risk. All of the furnishings, fixtures, equipment, effects and property of every kind, nature and description of Tenant and of all persons claiming by, through or under Tenant which, during the continuance of this Lease or any occupancy of the Premises by Tenant or anyone claiming under Tenant, may be on the Premises, shall be at the sole risk and hazard of Tenant and if the whole or any part thereof shall be destroyed or damaged by fire, water, dampness, rain or snow, or by leaks from any part of the Building or by bursting or other defect of water pipes, steam pipes, or other pipes, sprinklers, lighting fixtures or by vandalism, malicious mischief, theft, any acts or omissions of any other tenant of the Property, or from any other cause, no part of said loss or damage is to be charged to or to be borne by Landlord, except to the extent caused by or due to the gross negligence or willful misconduct of Landlord, and then only after (a) Tenant has given written notice to Landlord (and to Landlord’s Mortgagee, if any) of the condition claimed to constitute negligence, and (b) a reasonable time after the giving of such notice has expired without Landlord having undertaken reasonable and practicable measures to cure or correct such conditions. Pending correction by Landlord, Tenant shall take all reasonably prudent temporary measures and safeguards to prevent any injury, loss or damage to persons or property. In no event shall Landlord be liable for any loss, the risk of which is covered by Tenant’s insurance, or is required to be so covered by this Lease; nor shall Landlord or the Landlord Related Parties be liable for any damage caused by any other person in the Building or caused by operations in construction of any private, public, or quasi-public work; nor shall Landlord be liable for any latent defect in the Premises or in the Building.

6.1.8 Payment of Landlord’s Cost of Enforcement. To pay on demand Landlord’s expenses, including reasonable attorneys’ fees, incurred in enforcing any obligation of Tenant under this Lease or in curing any default by Tenant under this Lease as provided in Section 8.4.

6.1.9 Yield Up. At the expiration of the Term or earlier termination of this Lease: to surrender all keys to the Premises; to remove all of its trade fixtures, personal property and all equipment installed by Tenant in the Premises and all cubicles whenever installed in the Premises; to deliver to Landlord stamped architectural plans showing the Premises at yield up (which may be the initial plans if Tenant has made no installations after the Commencement Date); to remove such alterations, improvements, or installations made by or on behalf of Tenant as Landlord may request (including computer and telecommunications wiring and cabling, it being understood that if Tenant leaves such wiring and cabling in a useable condition, Landlord, although having the right to request

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removal thereof, is less likely to so request) and all Tenant’s signs wherever located; to repair all damage caused by such removal and to yield up the Premises (including all installations and improvements made by Tenant except for trade fixtures and such of said installations or improvements as Landlord shall request Tenant to remove), broom-clean and in the same good order and repair in which Tenant is obliged to keep and maintain the Premises by the provisions of this Lease, loss by fire or other casualty excepted. Tenant, at the time of making any installation, alteration or improvement, may request in writing Landlord’s written permission to leave such installation, alteration or improvement in the Premises at the expiration or earlier termination of this Lease. Landlord shall, after receipt of Tenant’s request, notify Tenant in writing as to whether any such installation, alteration or improvement may or may not remain in the Premises at the expiration or earlier termination of this Lease. If Landlord so notifies Tenant that any such item(s) may remain in the Premises at the expiration or earlier termination of this Lease, Landlord shall thereafter not be permitted to request or require that such item(s) be removed at the expiration or earlier termination of the Lease. Any property not so removed shall be deemed abandoned and, if Landlord so elects, deemed to be Landlord’s property, and may be retained or removed and disposed of by Landlord in such manner as Landlord shall determine and Tenant shall pay Landlord the entire cost and expense incurred by it in effecting such removal and disposition and in making any incidental repairs and replacements to the Premises and for use and occupancy during the period after the expiration of the Term and prior to its performance of its obligations under this Section 6.1.9. Tenant shall further indemnify Landlord against all loss, cost and damage resulting from Tenant’s failure and delay in surrendering the Premises as above provided.

If Tenant remains in the Premises beyond the expiration or earlier termination of this Lease, such holding over shall be without right and shall not be deemed to create any tenancy, but the Tenant shall be a tenant at sufferance only at a holdover rate of rent equal to two (2) times the Monthly Fixed Rent Rate and Additional Rent on account of Operating Costs and Taxes last due as of the day prior to the date of expiration or earlier termination of this Lease, and shall otherwise be on the terms and conditions of this Lease as applicable, except that in no event shall any extension option, right of first offer or right of first refusal, or similar right or option be deemed applicable to such tenancy at sufferance. In addition to any liabilities to Landlord resulting from Tenant’s failure and delay in surrendering the Premises as above provided, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs, and damages, direct and/or indirect, sustained by reason of any such holding over.

6.1.10 Rules and Regulations. To comply with the Rules and Regulations set forth in Exhibit E, and with all reasonable Rules and Regulations of general applicability to all tenants of the Building hereafter made by Landlord, of which Tenant has been given notice; Landlord shall not be liable to Tenant for the failure of other tenants of the Building to conform to such Rules and Regulations. Tenant shall cause all parties performing work on behalf of Tenant in or about the Premises and Building to comply with the Construction Rules and Regulations attached hereto as Exhibit E-1.

6.1.11 Estoppel Certificate. Upon not less than ten (10) business days’ prior written request by Landlord, to execute, acknowledge and deliver to Landlord a statement in writing, which may be in the form attached hereto as Exhibit F or in another form reasonably similar thereto, or such other form as Landlord may provide from time to time, certifying, to the extent true and accurate, all or any of the following: (i) that this Lease is unmodified and in full force and effect, (ii) whether the Term has commenced and Fixed Rent and Additional Rent have become payable hereunder and, if so, the dates to which they have been paid, (iii) whether or not Landlord is in default in performance of any of the terms of this Lease, (iv) whether Tenant has accepted possession of the Premises, (v) whether Tenant has made any claim against Landlord under this Lease and, if so, the nature thereof and the dollar amount, if any, of such claim, (vi) whether there exist any offsets or defenses against enforcement of any of the terms of this Lease upon the part of Tenant to be performed, and (vii) such further information with respect to the Lease or the Premises as Landlord may reasonably request. Any such statement delivered pursuant to this Section 6.1.11 may be relied upon by any prospective purchaser or mortgagee of the Premises, or any prospective assignee of such mortgage. Tenant shall also deliver to Landlord such financial information as may be reasonably required by Landlord to be provided to any

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mortgagee or prospective purchaser of the Premises, provided such mortgagee or purchaser first executes a non-disclosure agreement with Tenant, reasonably acceptable to Tenant. If Tenant fails to deliver the estoppel certificate within the required time period, and such failure continues for an additional five (5) days following a second written request from Landlord, then Tenant shall be obligated to pay to Landlord, as Additional Rent within twenty (20) days of demand, a fee in the amount of $500.00 per day for each day that Tenant fails to deliver the requested estoppel in the period beginning on the day after the expiration of the initial 10-day period, and ending on the day Tenant actually delivers the estoppel.

6.1.12 Landlord’s Expenses Re Consents. To reimburse Landlord promptly on demand for all reasonable legal expenses incurred by Landlord in connection with all requests by Tenant for consent or approval hereunder.

6.1.13 Intentionally Deleted.

6.2 Negative Covenants. Tenant covenants at all times during the Term and such further time (prior or subsequent thereto) as Tenant occupies the Premises or any part thereof:

6.2.1 Assignment and Subletting.

(a) Not to assign, transfer, mortgage or pledge this Lease or to sublease (which term shall be deemed to include the granting of concessions and licenses and the like) all or any part of the Premises or permit this Lease or the leasehold estate hereby created or any other rights arising under this Lease to be assigned, transferred, pledged or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the occupancy of the Premises by anyone other than Tenant without the prior written consent of Landlord. In the event Tenant desires to assign this Lease or sublet any portion or all of the Premises, Tenant shall notify Landlord in writing of Tenant’s intent to so assign this Lease or sublet the Premises and the proposed effective date of such subletting or assignment, and shall request in such notification that Landlord consent thereto. Landlord may terminate this Lease in the case of a proposed assignment, or suspend this Lease pro tanto for the period and with respect to the space involved in the case of a proposed subletting, by giving written notice of termination or suspension to Tenant, with such termination or suspension to be effective as of the effective date of such assignment or subletting. If Landlord does not so terminate or suspend, Landlord’s consent shall not be unreasonably withheld, conditioned or delayed with respect to an assignment or to a subletting, provided that the following conditions are met:

(i) the assignee or subtenant shall use the Premises only for the Permitted Uses;

(ii) the proposed assignee or subtenant has a net worth and creditworthiness reasonably acceptable to Landlord; and

(iii) the proposed assignee or subtenant is not then a tenant in the Building or the Park, or an entity with which Landlord is negotiating or has negotiated with, within the preceding six months regarding the possibility of leasing space in the Building or the Park.

(iv) the proposed assignee or subtenant provides a representation and warranty required under Section 10.12 below (OFAC Compliance).

Tenant shall furnish Landlord with any information reasonably requested by Landlord to enable Landlord to determine whether the proposed assignment or subletting complies with the foregoing requirements, including without limitation, financial statements relating to the proposed assignee or subtenant.

(b) Tenant shall, as Additional Rent, reimburse Landlord promptly for Landlord’s reasonable legal expenses incurred in connection with any request by Tenant for such consent. If Landlord consents thereto, no such subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to

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be a waiver of the obligation to obtain the Landlord’s written approval in the case of any other subletting or assignment.

(c) If for any assignment or sublease consented to by Landlord hereunder Tenant receives rent or other consideration, either initially or over the term of the assignment or sublease, in excess of the rent called for hereunder, or in case of sublease of part, in excess of such rent fairly allocable to the part, after appropriate adjustments to assure that all other payments called for hereunder are appropriately taken into account and after deduction for reasonable marketing expenses of Tenant in connection with the assignment or sublease, to pay to Landlord as additional rent fifty (50%) percent of the excess of each such payment of rent or other consideration received by Tenant promptly after its receipt.

(d) If at any time during the Term of this Lease, there is a name change, Tenant shall so notify Landlord and deliver evidence reasonably satisfactory to Landlord documenting such name change.

(e) If at any time during the Term of this Lease, there is a name change, Tenant shall so notify Landlord and deliver evidence reasonably satisfactory to Landlord documenting such name change. If, at any time during the Term of this Lease, there is a transfer of a controlling interest in the shares or stock which are not publicly traded upon a stock exchange, or the membership or general partnership or other ownership interests of Tenant, or a restructuring or reorganization of the Tenant entity, including any spin-off, Tenant shall so notify Landlord and (whether or not Tenant so notifies Landlord) such transfer restructuring or reorganization shall be deemed an assignment of this Lease requiring Landlord’s consent as provided in this Section 6.2.1. “Controlling interest” shall mean having ownership of fifty percent (50%) or more of the outstanding voting stock of a corporation or other majority equity and control interest if not a corporation and the possession of power to direct or cause the direction of the management of such corporation or other entity.

(f) Notwithstanding the foregoing provisions of Subsection 6.2.1, Tenant may assign this Lease or sublet the Premises or any portion thereof, without Landlord’s consent, to any corporation which controls or is controlled by Tenant, or to any corporation into which or with which Tenant is merged or consolidated, or to any corporation which purchases all or substantially all of the assets of Tenant’s business, or to any corporation resulting from another form of corporate reorganization, provided that (a) the assignee or sublessee agrees to assume and perform, in full, the obligations of Tenant under this Lease by written instrument reasonably satisfactory to Landlord (which instrument shall be delivered to Landlord fifteen (15) days prior to the effective date of any such transaction), (b) Tenant remains fully and primarily liable under this Lease, (c) the use of the Premises remains unchanged, and (d) the successor to Tenant will have on the effective date of the assignment or sublease a net worth at least equal to or greater than the net worth that Tenant had as of the Effective Date or immediately prior to the merger, consolidation, acquisition, transfer or transaction permitted herein, and provided further that proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least fifteen (15) days prior to the effective date of any such transaction.

(g) The following terms and conditions shall apply to any subletting by Tenant of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein:

(i) Tenant hereby assigns and transfers to Landlord all of Tenant’s interest in all rentals and income arising from any sublease of all or a portion of the Premises heretofore or hereafter made by Tenant, and Landlord may collect such rent and income and apply same toward Tenant’s obligations under this Lease; provided, however, that until a default by Tenant hereunder shall occur under this Lease, Tenant may, except as otherwise provided in this Lease, receive, collect and enjoy the rents accruing under such sublease. Landlord shall not, by reason of this or any other assignment of such

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sublease to Landlord, nor by reason of the collection of the rents from a subtenant, be deemed liable to the subtenant for any failure of Tenant to perform and comply with any of Tenant’s obligations to such subtenant under such sublease. Tenant hereby irrevocably authorizes and directs any such subtenant, upon receipt of a written notice from Landlord stating that a default hereunder exists under this Lease, to pay to Landlord the rents and other charges due and to become due under the sublease. The subtenant shall rely upon any such statement and request from Landlord and shall pay such rents and other charges to Landlord without any obligation or right to inquire as to whether such breach exists and notwithstanding any notice from or claim from Tenant to the contrary. Tenant shall have no right or claim against said subtenant, or, until the breach has been cured, against Landlord, for any such rents and other charges so paid by said subtenant to Landlord.

(ii) In the event of a default by Tenant in the performance of its obligations under this Lease that results in a termination of this Lease, Landlord, at its option and without any obligation to do so, may require any subtenant to attorn to Landlord, in which event Landlord shall undertake the obligations of the sublandlord under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Landlord shall not be liable for any prepaid rents or security deposit paid by such subtenant to Tenant or for any other prior defaults or breaches of Tenant as sublandlord under such sublease.

6.2.2 Nuisance. Not to injure, deface or otherwise harm the Premises; nor commit any nuisance; nor permit in the Premises any vending machine (except such as is used for the sale of merchandise to employees of Tenant) or inflammable fluids or chemicals (except such as are customarily used in connection with standard office equipment); nor permit any cooking to such extent as requires special exhaust venting; nor permit the emission of any objectionable noise or odor; nor make, allow or suffer any waste; nor make any use of the Premises which is improper, offensive or contrary to any law or ordinance or which will invalidate any of Landlord’s insurance; nor conduct any auction, fire, “going out of business” or bankruptcy sales.

6.2.3 Intentionally Deleted.

6.2.4 Floor Load; Heavy Equipment. Not to place a load upon any floor of the Premises exceeding the floor load per square foot area which such floor was designed to carry and which is allowed by law. Landlord reserves the right to prescribe the weight and position of all heavy business machines and equipment, including safes, which shall be placed so as to distribute the weight. Business machines and mechanical equipment which cause vibration or noise shall be placed and maintained by Tenant at Tenant’s expense in settings sufficient to absorb and prevent vibration, noise and annoyance. Tenant shall not move any safe, heavy machinery, heavy equipment, freight or fixtures into or out of the Premises except in such manner and at such time as Landlord shall in each instance authorize, and which authorization Landlord shall not unreasonably withhold.

6.2.5 Installation, Alterations or Additions. Not to make any installations, alterations or additions in, to or on the Premises nor to permit the making of any holes in the walls, partitions, ceilings or floors nor the installation or modification of any locks or security devices without on each occasion obtaining the prior written consent of Landlord, and then only pursuant to plans and specifications approved by Landlord in advance in each instance. Notwithstanding the foregoing, Tenant may, without the prior consent of Landlord, (a) paint and carpet the Premises and (b) make such other nonstructural, interior installations or alterations not exceeding $5,000.00 in cost in the aggregate during any calendar year, providing the same do not reduce the value of the Property or impair the structural integrity of the Building or the systems, mechanical or otherwise, serving the same, or involve penetrations of the ceiling grid (or removal of the same), roof or exterior walls, and further provided that Tenant shall furnish Landlord with as built plans upon completion of such work. Tenant agrees to employ for any work one or more responsible contractors of whom Landlord has given prior approval, which approval shall not be unreasonably withheld or delayed, and whose labor will work without interference with

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other labor working on the Property, and to cause such contractors employed by Tenant to carry builder’s risk insurance as set forth in Section 4.2.4.4, worker’s compensation insurance in accordance with statutory requirements, Employers Liability Insurance at least equal to the limits set forth in Section 4.2.4.1, and commercial general liability insurance covering such contractors on or about the Premises in amounts at least equal to the limits set forth in Section 1.1. All contractors insurance shall name Landlord and the Landlord Related Parties and any Mortgagee as additional insureds on a primary and non-contributory basis, and indemnifying the parties so named against claims for death or injury to persons or damage to property claimed to have occurred in the Premises or on the Property and shall extend to completed operations coverage. Tenant shall cause its contractors to submit certificates evidencing such coverage to Landlord prior to the commencement of any such work. Tenant shall cause all contractors performing work on behalf of Tenant in or about the Premises and Building to comply with the Construction Rules and Regulations attached hereto as Exhibit E-1. Tenant shall pay promptly when due the entire cost of any work to the Premises undertaken by Tenant so that the Premises shall at all times be free of liens for labor and materials, and at Landlord’s request Tenant shall furnish to Landlord a bond or other security acceptable to Landlord assuring that any work commenced by Tenant will be completed in accordance with the plans and specifications theretofore approved by Landlord and assuring that the Premises will remain free of any mechanics’ lien or other encumbrance arising out of such work. In any event, Tenant shall within ten (10) days of notice from Landlord bond against or discharge any mechanics’ liens or other encumbrances that may arise out of such work. If Tenant shall fail to cause any such lien to be discharged within such ten (10) day period, then in addition to any other available right or remedy, Landlord may discharge the same, either by paying the amount claimed to be due, or by bonding or otherwise. Any amount so paid, and all costs and expenses so incurred by Landlord in connection therewith, shall constitute Additional Rent hereunder. Tenant shall procure all necessary licenses and permits at Tenant’s sole expense before undertaking such work. All such work shall be done in a good and workmanlike manner employing materials of good quality and so as to conform with all applicable zoning, building, fire, health and other codes, regulations, ordinances and laws. Tenant shall save Landlord harmless and indemnified from all injury, loss, claims or damage to any person or property occasioned by or growing out of such work, and any liability, loss, cost, damage and expense of every kind and nature incurred by reason of, or arising out of any and all mechanic’s and other liens filed in connection with any alterations or improvements.

Not to grant a security interest in, or to lease, any personal property or equipment being installed in the Premises, including, without limitation, demountable partitions (the “Collateral”) without first obtaining an agreement for the benefit of Landlord in the form attached hereto as Exhibit G, from the secured party or lessor (“Secured Party”) that stipulates in the event either the Lease is terminated or Tenant defaults in its obligations to Secured Party, then (i) Secured Party will remove the Collateral within ten (10) business days after notice from Landlord of the expiration or earlier termination of this Lease, or within ten (10) business days after Secured Party notifies Landlord that Secured Party has the right to remove the Collateral on account of Tenant’s default in its obligations to Secured Party, (ii) Secured Party will restore the area affected by such removal, and (iii) that a failure to so remove the Collateral will subject such property to the provisions of Section 6.1.9 of the Lease.

6.2.6 Abandonment. Not to abandon the Premises during the Term.

6.2.7 Signs. Not without Landlord’s prior written approval to paint or place any signs or place any curtains, blinds, shades, awnings, aerials, or the like, visible from outside the Premises. Notwithstanding the foregoing, Tenant shall be permitted to place one (1) identification signs on the south face of the Building’s exterior (facing the upper parking lot), at Tenant’s expense, in conformance with Northwest Park’s sign policy and all applicable laws, ordinances and regulations and subject to Landlord’s prior approval of size, design and location (which shall not be unreasonably withheld or delayed). Such sign shall be maintained in good repair by Tenant and removed at the end of the Term, all at Tenant’s expense.

6.2.8 Parking and Storage. Not to permit any storage of materials outside of the

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Premises; nor to permit the use of the parking areas for either temporary or permanent storage of trucks; nor permit the use of the Premises for any use for which heavy trucking would be customary.

ARTICLE 7
Casualty or Taking

7.1 Termination. In the event that (a) the Premises or the Building, or any material part thereof, shall be taken by any public authority or for any public use, or (b) the Premises shall be destroyed or damaged by fire or casualty, or by the action of any public authority, to the extent of more than 25% of the Rentable Floor Area of the Premises or the Building, then this Lease may be terminated at the election of Landlord. Such election, which may be made notwithstanding the fact that Landlord’s entire interest may have been divested, shall be made by the giving of notice by Landlord to Tenant within sixty (60) days after the date of the taking or casualty. In the event that the Premises, in whole or in part, are destroyed or damaged by fire or casualty, or by the action of public authority, and, in the reasonable opinion of an independent architect or engineer selected by Landlord, cannot be repaired or restored within one hundred eighty (180) days from the date of the fire or casualty, then this Lease may be terminated at the election of Landlord or Tenant, which election shall be made by the giving of notice to the other party within thirty (30) days after the date the opinion of the architect or engineer is made available to the parties. Notwithstanding the foregoing, in the event all or a material part of the Premises is taken by any public authority for any public use, Tenant shall have the right to terminate this Lease by giving notice to Landlord and the Lease shall terminate as of the date of vesting of title in the condemning authority.

7.2 Restoration. If Landlord or Tenant does not elect to so terminate, this Lease shall continue in force and a just proportion of the rent reserved, according to the nature and extent of the damages sustained by the Premises, shall be suspended or abated until the Premises, or what may remain thereof, shall be put by Landlord in proper condition for use, which Landlord covenants to do with reasonable diligence to the extent permitted by the net proceeds of insurance recovered or damages awarded for such taking, destruction or damage and subject to zoning and building laws or ordinances then in existence. “Net proceeds of insurance recovered or damages awarded” refers to the gross amount of such insurance or damages less the reasonable expenses of Landlord incurred in connection with the collection of the same, including without limitation, fees and expenses for legal and appraisal services.

7.3 Award. Irrespective of the form in which recovery may be had by law, all rights to damages or compensation shall belong to Landlord in all cases except for Tenant’s insurance proceeds allocable to personal property and business loss and, in the case of a taking by a public authority, any awards made to Tenant for its personal property, fixtures, and moving expenses. Except for such awards, Tenant hereby grants to Landlord all of Tenant’s rights to such damages and covenants to deliver such further assignments thereof as Landlord may from time to time request.

7.4 Disbursement of Insurance Proceeds. That parties agree that Tenant’s property insurance on any improvements in the Premises installed by or on behalf of Tenant shall be adjusted and disbursed in accordance with this Subsection 7.4. If a fire or other casualty occurs and this Lease is not terminated as a result thereof, the Tenant’s insurance shall be adjusted by Tenant and the proceeds thereof shall be paid to Landlord to fund the Landlord’s restoration work. If the Lease is terminated as a result of a fire or other casualty, then Tenant’s insurance shall be adjusted and the proceeds thereof shall be paid to Tenant, provided, however, that Tenant agrees to pay Landlord for Landlord’s share of the insurance proceeds attributable to the improvements in the Premises installed by or on behalf of Tenant by Landlord and not yet paid for by Tenant to Landlord (if any) at the time of such fire or casualty.

ARTICLE 8
Defaults

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8.1 Events of Default. Each of the following events shall be an “Event of Default” under this Lease:

(a) if Tenant shall default in the performance of any of its obligations to pay the Fixed Rent, Additional Rent or any other sum due Landlord hereunder, or shall fail to take out and maintain the insurance required under Section 4.2.4 of this Lease, and if such default or failure shall continue for ten (10) days after written notice from Landlord designating the same, or

(b) if Tenant shall default in the timely performance or observance of any other term, covenant and/or condition contained in this Lease on Tenant’s part to be performed and/or observed, and Tenant shall fail, within thirty (30) days after written notice from Landlord to Tenant specifying such default or defaults to cure the same, or if such default is not reasonably susceptible to cure within thirty (30) days after Landlord’s notice, if Tenant fails to commence curing the default and/or has not thereafter diligently pursued such cure to completion, or

(d) if any assignment shall be made by Tenant or any guarantor of Tenant for the benefit of creditors, or

(e) if Tenant’s leasehold interest shall be taken on execution, or

(f) if a lien or other involuntary encumbrance is filed against Tenant’s leasehold interest or Tenant’s other property, including said leasehold interest, and is not discharged within ten (10) days thereafter, or

(g) if a petition is filed by Tenant or any guarantor of Tenant for liquidation, or for reorganization or an arrangement under any provision of any bankruptcy law or code as then in force and effect, or

(h) if an involuntary petition under any of the provisions of any bankruptcy law or code is filed against Tenant or any guarantor of Tenant and such involuntary petition is not dismissed within thirty (30) days thereafter.

Upon the occurrence of an Event of Default, Landlord and the agents of Landlord lawfully may, in addition to and not in derogation of any remedies for any preceding breach of covenant, immediately or at any time thereafter without demand or notice and with process of law enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of landlord’s former estate and expel Tenant and those claiming through or under Tenant and remove its and their effects without being deemed guilty of any manner of trespass and without prejudice to any remedies which might otherwise be used for arrears of rent or prior breach of covenants, and/or Landlord may terminate this Lease by sending written notice of termination to Tenant and this Lease shall terminate and come to an end on the date of entry as aforesaid, or on the third (3rd) day following the giving of such notice as fully and completely as if such date were the date originally fixed for expiration of the Term of this Lease. Tenant will quit and surrender the Premises to Landlord, but shall remain liable as herein provided. Tenant acknowledges and agrees that the occurrence of each of the events listed in this Section 8.1(a) through (h) above is a material Event of Default under this Lease. Tenant hereby waives all statutory rights to the Premises (including without limitation rights of redemption, if any, granted under any present or future laws to the extent such rights may be lawfully waived). Landlord, without notice to Tenant, may store Tenant’s effects, and those of any person claiming through or under Tenant, at the expense and risk of Tenant, and, if Landlord so elects, may sell such effects at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant, if any, and pay over the balance, if any, to Tenant. Landlord shall use reasonable efforts to provide Tenant with thirty (30) days prior notice of any such auction or sale. No termination or repossession provided for in this Section 8.1 shall relieve Tenant or any guarantor of Tenant of the liabilities and obligations of Tenant under this Lease, all of which shall survive any such termination or repossession.

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8.2 Remedies. (a) In the event of termination or repossession, Tenant covenants to pay punctually to Landlord Fixed Rent, Additional Rent and all other sums for which Tenant is obligated in this Lease to pay and in the same manner and to the same extent and at the same time as if this Lease had not been terminated. In calculating the amounts to be paid by Tenant pursuant to the preceding sentence, Tenant shall be credited with any amount paid to Landlord as compensation as set forth below in this Section 8.2 and also with the net proceeds of any rent obtained by Landlord by reletting the Premises, after deducting all Landlord’s expense in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, reasonable attorney’s fees, and expenses of preparing the Premises for such reletting.

(b) Landlord may elect to (i) relet the Premises or any part or parts thereof, for a term or terms which may be equal to or less than or exceed the period which would otherwise have constituted the balance of the Term and may grant such concessions and free rent as Landlord in its sole judgment considers advisable or necessary to relet the same and/or (ii) make such alterations, repairs and decorations in the Premises as Landlord in its sole judgment considers advisable or necessary to relet the same and no action of Landlord in accordance with the foregoing or failure to relet or to collect rent under reletting shall operate or be construed to release or reduce Tenant’s liability as aforesaid. However, Landlord shall use reasonable efforts to re-let the Premises after Tenant vacates the Premises once this Lease is terminated on account of a default by Tenant. For the purposes of this paragraph, marketing of the Premises in a manner similar to the way Landlord markets its other premises in the suburban market shall be deemed to satisfy Landlord's obligation to use such "reasonable efforts." In no event shall Landlord be required (i) to solicit or entertain negotiations with any other prospective tenants for the Premises until Landlord obtains full and complete possession of the Premises including, without limitation, the undisputed right to re-let the Premises free of any claim of Tenant, (ii) to lease the Premises to a tenant whose proposed use, in Landlord's bona fide judgment, would violate any restrictions by which Landlord is bound, (iii) to re-let the Premises before leasing other comparable vacant space in the Building, (iv) to lease the Premises for a rental less than the current fair market rental then prevailing for similar office space in the Building, or (v) to enter into a lease with any proposed tenant that does not have, in Landlord's reasonable opinion, sufficient financial resources or operating experience to operate the Premises in a manner comparable to other tenants in the Building. In no event, however, shall Tenant's liability hereunder be diminished or reduced if or to the extent such reasonable efforts of Landlord to re-let are not successful.

(c) If this Lease is terminated due to the occurrence of an Event of Default, then, at the election of Landlord, and in lieu of full recovery by Landlord of the sums payable under the foregoing provisions of this Section 8.2 (except for the amount of any rent of any kind accrued and unpaid at the time of termination), Landlord may by written notice to Tenant, elect to recover, and Tenant shall thereupon pay forthwith to Landlord, as compensation, an amount equal to the present value of the amount by which the payments of Fixed Rent and Additional Rent payable for balance of the Term would exceed the fair rental value of the Premises for the balance of the Term. In calculating the rent reserved there shall be included, in addition to the Fixed Rent and Additional Rent, the value of all other considerations agreed to be paid by Tenant for the balance of the Term.

(d) In the alternative, and in lieu of any other damages or indemnity and in lieu of recovery by Landlord of all sums payable under all the foregoing provisions of this Section 8.2, Landlord may by written notice to Tenant, at any time after this Lease is terminated under any of the provisions contained in Section 8.1 or is otherwise terminated for breach of any obligation of Tenant and before such full recovery, elect to recover, and Tenant shall thereupon pay, as liquidated damages, an amount equal to the discounted present value of the aggregate of the Fixed Rent and Additional Rent owing under this Lease for the remainder of the Term following such termination (using a discount rate of 7%) plus the amount of rent of any kind accrued and unpaid at the time of termination and less the amount of any recovery by Landlord under the foregoing provisions of this Section 8.2 up to the time of payment of such liquidated damages.

(e) Nothing contained in this Lease shall, however, limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy or insolvency by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule

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of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above.

8.3 Remedies Cumulative. Any and all rights and remedies which Landlord may have under this Lease, and at law and equity, shall be cumulative and shall not be deemed inconsistent with each other, and any two or more of all such rights and remedies may be exercised at the same time insofar as permitted by law.

8.4 Landlord’s Right to Cure Defaults. Landlord may, but shall not be obligated to, cure, at any time, without notice, any default by Tenant under this Lease; and whenever Landlord so elects, all costs and expenses incurred by Landlord, including reasonable attorneys’ fees, in curing a default shall be paid, as Additional Rent, by Tenant to Landlord on demand, together with lawful interest thereon from the date of payment by Landlord to the date of payment by Tenant.

8.5 Effect of Waivers of Default. Any consent or permission by Landlord to any act or omission which otherwise would be a breach of any covenant or condition herein, shall not in any way be held or construed (unless expressly so declared) to operate so as to impair the continuing obligation of any covenant or condition herein, or otherwise, except as to the specific instance, operate to permit similar acts or omissions.

8.6 No Waiver, etc. The failure of Landlord to seek redress for violation of, or to insist upon the strict performance of, any covenant or condition of this Lease shall not be deemed a waiver of such violation nor prevent a subsequent act, which would have originally constituted a violation, from having all the force and effect of an original violation. The receipt by Landlord of rent with knowledge of the breach of any covenant of this Lease shall not be deemed to have been a waiver of such breach by Landlord. No consent or waiver, express or implied, by Landlord to or of any breach of any agreement or duty shall be construed as a waiver or consent to or of any other breach of the same or any other agreement or duty.

8.7 No Accord and Satisfaction. No acceptance by Landlord of a lesser sum than the Fixed Rent, Additional Rent or any other charge then due shall be deemed to be other than on account of the earliest installment of such rent or charge due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent or other charge be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such installment or pursue any other remedy in this Lease provided.

ARTICLE 9
Rights of Mortgage Holders

9.1 Rights of Mortgage Holders. The word “mortgage” as used herein includes mortgages, deeds of trust or other similar instruments evidencing other voluntary liens or encumbrances, and modifications, consolidations, extensions, renewals, replacements and substitutes thereof. The word “holder” shall mean a mortgagee, and any subsequent holder or holders of a mortgage. Until the holder of a mortgage shall enter and take possession of the Property for the purpose of foreclosure, such holder shall have only such rights of Landlord as are necessary to preserve the integrity of this Lease as security. Upon entry and taking possession of the Property for the purpose of foreclosure, such holder shall have all the rights of Landlord. No such holder of a mortgage shall be liable either as mortgagee or as assignee, to perform, or be liable in damages for failure to perform, any of the obligations of Landlord unless and until such holder shall enter and take possession of the Property for the purpose of foreclosure. Upon entry for the purpose of foreclosure, such holder shall be liable to perform all of the obligations of Landlord, subject to and with the benefit of the provisions of Section 10.4, provided that a discontinuance of any foreclosure proceeding shall be deemed a conveyance under said provisions to the owner of the equity of the Property.

The covenants and agreements contained in this Lease with respect to the rights, powers and benefits of a holder of a mortgage (particularly, without limitation thereby, the covenants and agreements contained in this Section 9.1) constitute a continuing offer to any person, corporation or other entity, which by accepting a mortgage subject to this

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Lease, assumes the obligations herein set forth with respect to such holder; such holder is hereby constituted a party of this Lease as an obligee hereunder to the same extent as though its name were written hereon as such; and such holder shall be entitled to enforce such provisions in its own name. Tenant agrees on request of Landlord to execute and deliver from time to time any agreement which may be necessary to implement the provisions of this Section 9.1.

9.2 Lease Superior or Subordinate to Mortgages. It is agreed that the rights and interest of Tenant under this Lease shall be (i) subject or subordinate to any present or future mortgage or mortgages and to any and all advances to be made thereunder, and to the interest of the holder thereof in the Premises or any property of which the Premises are a part if Landlord shall elect by notice to Tenant to subject or subordinate the rights and interest of Tenant under this Lease to such mortgage or (ii) prior to any present or future mortgage or mortgages, if Landlord shall elect, by notice to Tenant, to give the rights and interest of Tenant under this Lease priority to such mortgage; in the event of either of such elections and upon notification by Landlord to that effect, the rights and interest of Tenant under this Lease should be deemed to be subordinate to, or have priority over, as the case may be, said mortgage or mortgages, irrespective of the time of execution or time of recording of any such mortgage or mortgages (provided that, in the case of subordination of this Lease to any future mortgages, the holder thereof agrees not to disturb the possession of Tenant so long as Tenant is not in default hereunder and Tenant and such holder execute a commercially reasonable subordination, non-disturbance and attornment agreement in the holder’s usual and customary form). Tenant agrees it will, upon not less than ten (10) days’ prior written request by Landlord, execute, acknowledge and deliver any and all commercially reasonable instruments deemed by Landlord necessary or desirable to give effect to or notice of such subordination or priority. If Tenant fails to deliver such documentation within the required time period, and such failure continues for an additional five (5) days following a second written request from Landlord, then Tenant shall be obligated to pay to Landlord, as Additional Rent within twenty (20) days of demand, a fee in the amount of $500.00 per day for each day that Tenant fails to deliver the requested documentation in the period beginning on the day after the expiration of the initial 10-day period and ending on the day Tenant actually delivers the documentation. Any Mortgage to which this Lease shall be subordinated may contain such terms, provisions and conditions as the holder deems usual or customary. Landlord shall use reasonable efforts to obtain a so-called non-disturbance for the benefit of Tenant from its current lender on said lender’s usual and customary form.

ARTICLE 10
Miscellaneous Provisions

10.1 Notices from One Party to the Other. All notices required or permitted hereunder shall be in writing and addressed, if to the Tenant, at the Original Notice Address of Tenant or such other address as Tenant shall have last designated by notice in writing to Landlord and, if to Landlord, at the Original Notice Address of Landlord or such other address as Landlord shall have last designated by notice in writing to Tenant. Any notice shall be deemed duly given upon receipt or rejection when mailed to such address postage prepaid, by registered or certified mail, return receipt requested, or on the next business day after being deposited with a nationally recognized overnight courier service for delivery to such address, or when delivered to such address by hand.

10.2 Quiet Enjoyment. Landlord agrees that upon Tenant’s paying the rent and performing and observing the agreements, conditions and other provisions on its part to be performed and observed, Tenant shall and may peaceably and quietly have, hold and enjoy the Premises during the Term hereof without any manner of hindrance or molestation from Landlord or anyone claiming under Landlord, subject, however, to the terms of this Lease.

10.3 Lease not to be Recorded. Tenant agrees that it will not record this Lease. Both parties shall, upon the request of either, execute and deliver a notice of this Lease in such form, if any, as may be permitted by applicable statute (“Notice of Lease”). If Tenant wishes to record a Notice of Lease, then Tenant agrees to execute, acknowledge and deliver to Landlord a notice of termination of this Lease (“Notice of Termination of Lease”) in Tenant’s name in the form attached hereto as Exhibit H, upon its execution of this Lease, which is to be held in escrow by Landlord until the expiration or earlier termination of this

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Lease. If the Term has been extended or the Premises enlarged or contracted, Tenant shall, upon request of Landlord, amend any existing Notice of Lease to update the status of this Lease and shall record the same in the Middlesex County Registry of Deeds. It is intended that the requirements set forth in this Section 10.3 shall serve to keep Landlord’s title to the Property free from ambiguities concerning the status of this Lease. In furtherance of the foregoing, Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact (which appointment shall survive termination of the Term of this Lease) with full power of substitution to execute, acknowledge and deliver a notice of termination of this Lease (if Tenant had not previously delivered into escrow a Notice of Termination) or an updated notice of the status of this Lease in Tenant’s name if Tenant fails, within thirty (30) days after request therefor, to either execute, acknowledge and deliver such notice of termination, or give Landlord written notice setting forth the reasons why Tenant is refusing to deliver such notice of termination.

10.4 Limitation of Landlord’s Liability. The term “Landlord” as used in this Lease, so far as covenants or obligations to be performed by Landlord are concerned, shall be limited to mean and include only the owner or owners at the time in question of the Property, and in the event of any transfer or transfers of title to said property, the Landlord (and in case of any subsequent transfers or conveyances, the then grantor) shall be concurrently freed and relieved from and after the date of such transfer or conveyance, without any further instrument or agreement of all liability as respects the performance of any covenants or obligations on the part of the Landlord contained in this Lease thereafter to be performed, it being intended hereby that the covenants and obligations contained in this Lease on the part of Landlord, shall, subject as aforesaid, be binding on the Landlord, its successors and assigns, only during and in respect of their respective successive periods of ownership of said leasehold interest or fee, as the case may be. Tenant, its successors and assigns, shall not assert nor seek to enforce any claim for breach of this Lease against any of Landlord’s assets other than Landlord’s interest in the Property and in the rents, issues and profits thereof, and Tenant agrees to look solely to such interest for the satisfaction of any liability or claim against Landlord under this Lease, it being specifically agreed that in no event whatsoever shall Landlord (which term shall include, without limitation, any general or limited partner, trustees, beneficiaries, officers, directors, managers, members or stockholders of Landlord) ever be personally liable for any such liability.

10.5 Force Majeure. In any case where either party hereto is required to do any act, delays caused by or resulting from Acts of God, war, civil commotion, fire, flood or other casualty, labor difficulties, shortages of labor, materials or equipment, government regulations, unusually severe weather, quarantine, infectious disease, epidemic, pandemic, public health emergency or crisis or other causes beyond such party’s reasonable control (any of the foregoing causes being referred to herein as “Force Majeure”) shall not be counted in determining the time during which work shall be completed, whether such time be designated by a fixed date, a fixed time or a “reasonable time,” and such time shall be deemed to be extended by the period of such delay. During the continuance of any event of Force Majeure, Landlord may temporarily close the Building and/or cease to provide any service or amenity if Landlord deems it necessary, in its sole judgment, for the safety or well-being of the Building, the Property, its tenants and their employees, invitees and contractors. Tenant’s inability to pay any sums due Landlord hereunder shall in no way be affected or excused by any of the foregoing causes and shall in no event be deemed a Force Majeure event.

10.6 Landlord’s Default. Landlord shall not be deemed to be in default in the performance of any of its obligations hereunder unless it shall fail to perform such obligations and such failure shall continue for a period of thirty (30) days or such additional time as is reasonably required to correct any such default after written notice has been given by Tenant to Landlord (and to all mortgagees of which Tenant has notice) specifying the nature of Landlord’s alleged default. Notwithstanding any provision contained herein, in no event shall Landlord ever be liable to Tenant, or any person claiming by, through or under Tenant, for any special, indirect, incidental or consequential damages, or for any lost profits. Tenant shall have no right to terminate this Lease for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any rent due hereunder.

10.7 Brokerage. Tenant warrants and represents that it has dealt with no broker in connection with the consummation of this Lease and in the event of any brokerage claims against

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Landlord predicated upon prior dealings with Tenant, Tenant agrees to defend the same and indemnify and hold Landlord harmless against any such claim.

10.8 Applicable Law and Construction; Merger; Jury Trial. This Lease shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and, if any provisions of this Lease shall to any extent be invalid, the remainder of this Lease shall not be affected thereby. This Lease and the Exhibits attached hereto and forming a part hereof constitute all the covenants, promises, agreements, and understandings between Landlord and Tenant concerning the Premises and the Building and there are no covenants, promises, agreements or understandings, either oral or written, between them other than as are set forth in this Lease. Neither Landlord nor Landlord's agents shall be bound to any representations with respect to the Premises, the Building or the Property except as herein expressly set forth, and all representations, either oral or written, shall be deemed to be merged into this Lease. The headings and titles of the Articles and Sections contained herein are for convenience and reference only and shall in no way be held to define, limit, amplify or describe or aid in the interpretation or construction of any provision of this Lease. Tenant shall and does hereby waive trial by jury in any action, proceeding, or claim brought by or against Landlord regarding any matter arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant or Tenant’s use or occupancy of the Premises. Unless repugnant to the context, the words “Landlord” and “Tenant” appearing in this Lease shall be construed to mean those named above and their respective heirs, executors, administrators, successors and assigns, and those claiming through or under them respectively. If there be more than one person or entity named as tenant, the obligations imposed by this Lease upon Tenant shall be joint and several.

10.9 Authority. In the event the Tenant is a corporation, partnership or limited liability company, Tenant hereby represents and warrants that: the Tenant is a duly constituted corporation, partnership or limited liability company, as the case may be, qualified to do business in the Commonwealth of Massachusetts; that the person executing this Lease is duly authorized to execute and deliver this Lease on behalf of said corporation(s), partnership(s) or limited liability company(ies); and that the by-laws of Tenant authorize to enter into this Lease.

10.10 Counterparts. This Lease shall not be valid and binding until executed and delivered by Landlord and may be executed in multiple identical counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Any facsimile or other electronic transmittal of original signature versions of this Lease shall be considered to have the same legal effect as execution and delivery of the original document and shall be treated in all manner and respects as the original document.

10.11 OFAC Compliance. Tenant hereby warrants and represents that: (a) neither Tenant nor any of its affiliates does business with, sponsors, or provides assistance or support to, the government of, or any person located in, any country, or with any other person, targeted by any of the economic sanctions of the United States administered by The Office of Foreign Assets Control (“OFAC”); Tenant is not owned or controlled (within the meaning of the regulations promulgating such sanctions or the laws authorizing such promulgation) by any such government or person; and any payments and/or proceeds received by Tenant under the terms of this Lease will not be used to fund any operations in, finance any investments or activities in or make any payments to, any country, or to make any payments to any person, targeted by any of such sanctions; (b) no funds tendered to Landlord by Tenant under the terms of this Lease are or will be directly or indirectly derived from activities that may contravene U.S. federal, state or international laws and regulations, including anti-money laundering laws; (c) neither Tenant, nor any person controlling, controlled by, or under common control with, Tenant, nor any person having a beneficial interest in Tenant, nor any person for whom Tenant is acting as agent or nominee, nor any person providing funds to Tenant in connection with this Lease (i) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any Anti-Money Laundering Laws; (ii) has been assessed civil or criminal penalties under any Anti-Money Laundering Laws; (iii) has had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws; (iv) is a person or entity that resides or has a place of business in a country or territory which is designated as a Non-Cooperative Country or Territory by the Financial Action Task Force on Money Laundering, or whose subscription

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funds are transferred from or through such a jurisdiction; (v) is a “Foreign Shell Bank” within the meaning of the Patriot Act (i.e., a foreign bank that does not have a physical presence in any country and that is not affiliated with a bank that has a physical presence and an acceptable level of regulation and supervision); (vi) is a person or entity that resides in, or is organized under the laws of, a jurisdiction designated by the Secretary of the Treasury under Section 311 or 312 of the Patriot Act as warranting special measures due to money laundering concerns; (vii) is an entity that is designated by the Secretary of the Treasury as warranting such special measures due to money laundering concerns; or (viii) is a person or entity that otherwise appears on any US.-government provided list of known or suspected terrorists or terrorist organizations. For purposes of this representation, the term “Anti-Money Laundering Laws” shall mean all laws, regulations and executive orders, state and federal, criminal and civil, that (1) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (2) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (3) require identification and documentation of the parties with whom a financial institution conducts business; or (4) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations, and sanctions shall include, without limitation, the USA PATRIOT Act of 2001, Pub. L. No. 107-56 (the “Patriot Act”), Executive Order 13224, the Bank Secrecy Act, 31 U.S.C. Section 531 et. seq., the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., the OFAC-administered economic sanctions, and laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

10.12 Confidentiality; No Public Statement. Tenant and Landlord agree that the execution of this Lease and the information contained herein shall be kept confidential and shall not be divulged to any third party without the consent of the other party; provided, without such consent, either party may provide such information to its accountants, attorneys, lenders, potential lenders, partners, potential partners, potential purchasers, employees, agents, consultants and any prospective assignee or subtenant, as may be reasonably necessary to perform their duties or in connection with the terms of any re-financing, sale, or assignment or subletting. Neither Landlord nor Tenant shall issue any public statement, announcement or press release regarding the Premises, this Lease or the terms of this Lease, without the approval of the other party. Landlord shall be entitled to withhold its approval of any statement, announcement or press release contemplated by Tenant that would coincide with or precede any public statement, announcement or press release by Landlord regarding this Lease. Tenant shall be permitted to disclose this Lease or portions there to the extent required (a) in order for shares of its stock (or equivalents thereof) to become or remain listed in a securities exchange, and/or (b) in connection with mandatory filings with the Securities and Exchange Commission.

10.13 Execution and Delivery. This Lease shall only become effective and binding upon full execution hereof by Landlord and Tenant, and delivery of a signed copy to Tenant. Landlord and Tenant agree both parties shall execute this Lease, all amendments and other associated lease documents, by means of DocuSign (or another mutually acceptable electronic signature method), and that execution of this Lease, amendments and other lease documents by means of DocuSign (or another mutually acceptable electronic signature method) shall be valid and binding, and shall be treated in all manner and respects as the original document.

ARTICLE 11
Hazardous Materials

11.1 No Releases of Hazardous Materials. Tenant covenants and agrees not to use, release, dispose, manufacture, store, or transport any Hazardous Materials (hereinafter defined) at, on, under or from the Premises and the Property except in compliance with any and all laws, regulations, ordinances or orders promulgated, and as may be amended, by any governmental authority having jurisdiction over the Hazardous Materials or the Property (collectively, “Legal Requirements”), and except for those Hazardous Materials used in the ordinary course of Tenant’s business, but only in compliance with all applicable Legal Requirements and any reasonable requirements of Landlord (such as requirements for fencing or other locked enclosures). Tenant shall comply with all governmental

4633705_3

reporting requirements with respect to Hazardous Materials and all chemicals and flammable substances (in whatever form) used by Tenant in its business operations, and shall deliver to Landlord copies of all such reports. In the event that a release or threat of release of Hazardous Materials occurs at, from or upon the Premises or Property during the term of this Lease, Tenant shall at its expense perform all actions required under any and all applicable Legal Requirements to assess, contain, remove or respond to such release or threat of release; provided, however, that Tenant’s work or actions hereunder shall be subject to Landlord’s prior approval, which approval shall not be unreasonably withheld. Notwithstanding the foregoing sentence, in the event of an environmental emergency whereby a governmental authority having jurisdiction has directed or Legal Requirements specify Tenant to take immediate action to report and/or to contain, remove or respond to a release or threat of release, and provided Tenant has used reasonable efforts to contact Landlord for approval as aforesaid and Landlord has failed to timely respond to Tenant, Tenant shall be permitted to take such immediate action and shall use best efforts to inform Landlord of the actions so taken, it being understood and agreed that any further actions beyond the emergency action shall still require Landlord’s approval as aforesaid. The term “Hazardous Materials” shall mean any and all materials defined or classified as “hazardous materials” “hazardous waste,” “hazardous substance,” “toxic substance,” “hazardous pollutant,” “toxic pollutant” or “oil” under 42 U.S.C. §9601 et. seq. (CERCLA), 42 U.S.C. §6901 et. seq. (RCRA), M.G.L. c. 21C or M.G.L. c. 21E and any regulations promulgated pursuant to those statutes, all as amended.

11.2 Notices of Release of Hazardous Materials. Tenant shall promptly notify Landlord in writing of all spills, releases or threat of release of Hazardous Materials caused by or involving Tenant or its business operations, and all notices, orders, fines or communications of any kind received by Tenant from any governmental authority or third party concerning the presence or suspected presence of Hazardous Materials on the Premises or the Property, the migration or suspected migration of Hazardous Materials from the Premises or the Property to other property, or the migration or suspected migration of Hazardous Materials from other property to the Premises or the Property.

11.3 Landlord’s Right to Inspect. Landlord, its officers, employees, contractors and agents shall have the right, but not the duty, to inspect areas of the Premises, Building and Property to determine whether Tenant is complying with CERCLA, RCRA, Chapter 21C, Chapter 21E, and other state and federal environmental laws, or regulations promulgated pursuant to any of the foregoing, as amended. Landlord shall use reasonable efforts to minimize interference with Tenant’s business, but shall not be liable for any interference caused thereby, provided Landlord shall have used such reasonable efforts. Landlord shall use reasonable efforts to perform such inspections pursuant to this Section 11.3 during normal business hours.

11.4 Landlord’s Right to Audit. Tenant shall permit Landlord, its employees and its agents (including its environmental consultant), access to all areas of the Premises for the purposes of conducting an environmental assessment or inspection during regular business hours, or during other hours either by agreement of the parties or in the event of an environmental emergency. In the event Landlord shall exercise its rights under this Section 11.4, (i) Landlord shall use reasonable efforts to minimize interference with Tenant’s business, but shall not be liable for any interference caused thereby, provided Landlord shall have used such reasonable efforts; and (ii) except in the case of an environmental emergency, Landlord shall exercise said assessment or inspection right no more than one time during any 12 month period of the term, provided, however, that said limitation of one audit every 12 months (a) shall not apply and be counted towards any assessments or inspections required by any lender of Landlord; and (b) shall be deemed void and of no force and effect in the event Landlord has a reasonable belief that a release or threat of release of Hazardous Materials or a violation of a Legal Requirement existed or exists at, on, under or from the Premises or the Property.

11.5 Tenant Audit. Landlord shall have the right, from time to time, during the term of this Lease (provided that Landlord has a reasonable belief that Hazardous Materials are present on the Property and are in violation of any Legal Requirements and has delivered to Tenant evidence to support such belief) and upon the expiration of the term of this Lease, to require that Tenant hire, and in such event, Tenant shall at its own expense hire, an environmental consultant satisfactory to Landlord to undertake an environmental

4633705_3

assessment, inspection and/or sampling at the Property to determine whether Hazardous Materials have been released during the term of the Lease.

11.6 Remediation. Should the assessment, inspection or sampling performed pursuant to Sections 11.4 or 11.5 above, or any other assessment, inspection or sampling, reveal that there has been a release or threat of release of Hazardous Materials by Tenant or its employees, agents or contractors, then Tenant shall, at its expense, undertake all response actions required by Landlord or any Legal Requirement, and Tenant shall promptly thereafter restore any areas damaged or affected by such response actions.

11.7 Tenant’s Reporting Requirements; Management and Safety Plan. No later than thirty (30) days prior to the Commencement Date, Tenant shall submit to Landlord a list that specifies the materials that Tenant will use or store on the Premises in the ordinary course of its business. Tenant shall provide Landlord with an updated list every twelve (12) months. Any additions to said list will be subject to the approval of Landlord, which shall not be unreasonably withheld or delayed, provided, however, that Landlord’s approval shall not be required if said materials are being used solely and exclusively by Tenant and in connection with the research and development and manufacturing of medical devices. In all other cases, Landlord’s approval shall be required. No later than thirty (30) days prior to the Commencement Date, Tenant shall at its expense prepare and deliver to Landlord and Landlord’s environmental consultant for their review and approval a so-called “Chemical Management and Facility Safety Plan” (the “Plan”). Tenant shall amend the Plan if requested by Landlord. Tenant shall operate its business at the Premises in accordance with the procedures and practices set forth in said Plan, and shall promptly remedy from time to time any practices, procedures or conditions, at Tenant’s expense, that violate, or which in the reasonable judgment of Landlord or its consultant, would with the passage of time violate, the provisions of this Article 11.

11.8 Indemnification. Tenant agrees to indemnify and save Landlord harmless from all claims, liability, loss or damage to the extent arising on account of the use, release, threat of release, holding, handling, transport, storage, or disposal of Hazardous Materials by Tenant, its employees, agents or contractors at, on, upon or from the Premises or Property from and after the Commencement Date, including, without limitation, liability under any federal, state, or local laws, requirements and regulations, or damage to any of the systems of the Building or the Property. The provisions of this Section 11.8 shall survive the expiration or earlier termination of this Lease.

11.9 Notice to Tenant. Landlord shall use reasonable efforts to notify Tenant of any release of Hazardous Materials by any other tenants of the Park on any properties owned by Landlord which abut the Property provided Landlord first has knowledge of the same.

11.10 Decommissioning. Tenant shall be solely responsible for conducting all facility decommissioning for the Premises on or before the expiration or earlier termination of the Lease. Tenant’s facility decommissioning work shall be deemed completed if Tenant complies, in all material respects, with the American National Standards Institute’s Laboratory Decommissioning guidelines (ANSI/AIHA Z9.11-2008) or any successor standards published by ANSI or any successor organization (or, if ANSI and its successors no longer exist, a similar entity publishing similar standards) and the Massachusetts Department of Public Health Regulation 105 CMR 120.00 (collectively, the “Decommissioning Standards”). Landlord shall have the right (upon reasonable prior notice and during business hours) to have its environmental specialists, observe and inspect the progress of Tenant’s decommissioning work. In addition, at least ten (10) days prior to Tenant’s surrender of possession of any part of the Premises, Tenant shall (a) provide Landlord with written evidence of all appropriate governmental releases obtained by Tenant in accordance with applicable laws, (b) place Laboratory Equipment Decontamination Forms on all decommissioned equipment to assure safe occupancy by future users and (c) conduct a site inspection with Landlord.

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WITNESS the execution hereof under seal on the Effective Date:

LANDLORD:

NWP BUILDING 20 LLC

By: NDC ASSET MANAGER LLC

By: /s/ Crosby V. Nordblom

Name: Crosby V. Nordblom

Title: Manager

By: /s/ Todd S. Nordblom

Name: Todd S. Nordblom

Title: Manager

TENANT:

LEMAITRE VASCULAR, INC.

By: /s/ George W. LeMaitre

Name: George W. LeMaitre

Title: Chairman & CEO

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EXHIBIT A

PLAN SHOWING THE PREMISES

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EXHIBIT B

INTENTIONALLY OMITTED

4633705_3 C-1

EXHIBIT C

INTENTIONALLY OMITTED

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EXHIBIT D

INTENTIONALLY OMITTED

4633705_3 E-1

EXHIBIT E

RULES AND REGULATIONS

1. The sidewalks, entrances, passages, corridors, vestibules, halls, elevators, or stairways in or about the Building shall not be obstructed by Tenant.

2. Tenant shall not place objects against glass partitions, doors or windows which would be unsightly from the Building corridor or from the exterior of the Building.

3. Tenant shall not waste electricity or water in the Building premises and shall use commercially reasonable efforts to cooperate fully with Landlord to assure the most effective operation of the Building heating and air conditioning systems. All regulating and adjusting of heating and air-conditioning apparatus shall be done by the Landlord’s agents or employees.

4. Tenant shall not use the Premises so as to cause any increase above normal insurance premiums on the Building.

5. No bicycles or vehicles, of any kind or animals, except those assisting disabled persons, shall be brought into or kept in or about the Premises. No space in the Building shall be used for the sale of merchandise of any kind at auction or for storage thereof preliminary to such sale.

6. Tenant shall cooperate with Landlord in minimizing loss and risk thereof from fire and associated perils.

7. The water and wash closets and other plumbing fixtures shall not be used for any purposes other than those for which they were designed and constructed and no sweepings, rubbish, rags, acid or like substance shall be deposited therein. All damages resulting from any misuse of the fixtures shall be borne by the Tenant.

8. Landlord reserves the right to establish, modify, and enforce reasonable parking rules and regulations, provided such rules and obligations do not diminish Tenant’s rights under the Lease.

9. Landlord reserves the right at any time to rescind, alter or waive any rule or regulation at any time prescribed for the Building and to impose additional reasonable rules and regulations when in its judgment deems it necessary, desirable or proper for its best interest and for the best interest of the tenants and no alteration or waiver of any rule or regulation in favor of one tenant shall operate as an alteration or waiver in favor of any other tenant, provided such rules and regulations do not diminish Tenant’s rights under the Lease. Landlord shall not be responsible to any tenant for the nonobservance or violation by any other tenant however resulting of any rules or regulations at any time prescribed for the Building. Landlord shall not discriminate in enforcing the Rules and Regulations.

10. Tenant acknowledges that the Building has been designated a non-smoking building. At no time shall Tenant permit its agents, employees, contractors, guests or invitees to smoke in the Building or, except in specified locations, directly outside the Building.

11. The normal business hours for the Building are 7:00 A.M. to 6:00 P.M. on Mondays through Fridays, excluding holidays on which the Building is closed.

12. Landlord may from time to time adopt commercially reasonable systems and procedures (including, but not limited to, temporary closures and/or suspension of services during a Force Majeure event) for the security and safety of the Building and Property, their occupants, entry, use and contents. Tenant, its agents, employees, contractors, guests and invitees shall comply with Landlord’s systems and procedures.

4633705_3 E-1

EXHIBIT E-1

CONSTRUCTION RULES AND REGULATIONS

1. All work shall be performed in accordance with all applicable state laws and in accordance with all requirements and codes of the Town of Burlington and guidelines of Landlord’s managing agent, Nordblom Management Company (”Building Management”). The Building is occupied and operational and extra care and precautions must be taken to avoid interruption of services.

2. Certificates of Insurance in compliance with the requirements of Section 6.2.5 of the Lease must be provided from general contractor (“Contractor”) and its subcontractors at a minimum of seven (7) days prior to the commencement of any work.

3. At least three (3) weeks before construction, Contractor must schedule a pre-construction meeting with the Landlord’s project management team. Meeting materials should include detailed schedules; addresses and telephone numbers of supervisors, contractors and subcontractors: copies of permits; proof of current insurance (including all subcontractors); and notice of any contractor's involvement in a labor dispute. Contractor shall supply Building Management with a copy of all permits prior to start of any work.

4. Contractor is required to keep and make available a daily log of personnel entering and exiting the premises. Building Management will provide access cards and keys to direct employees of Contractor. Contractor shall be responsible for providing access to sub-contractors. Building Management reserves the right to restrict access further at any point, and for any reason.

5. Contractor personnel are only permitted within the Building during normal trade working hours plus 30 minutes time before and after normal trade hours for set up and pick up of tools, etc., unless prior approval is given by Building Management.

6. Testing of sprinkler system, fire protection system, demolition, coring, and any other similar type work must be coordinated through Building Management with ten (10) days prior notice. Work on any system within the Building shall be coordinated with Building Management.

7. Elevators will be inspected by the Contractor and Building Management prior to use by Contractor. The Contractor is responsible for returning the elevators to the Landlord in the same good condition as received. Any cost for repair or servicing during the use by construction personnel will be at the cost of the Contractor.

8. If use of the passenger elevator is approved by Building Management, deliveries through the main lobby must be done in a professional manner. Floor protection is required and elevator wall mats must be used. No storage of any items allowed in main lobby or any common area. The Contractor is responsible for leaving the main lobby, elevator, and any other common area in “broom clean” condition. The Contractor will incur costs for the clean-up for areas left dirty. Rubbish cannot be stored in any common area.

9. The loading dock and elevator must be reserved in advance and are not exclusive to Contractor’s sole use. Contractor will provide Building Management with a weekly delivery schedule.

10. Any common interior paths of travel, including entrances, lobbies, hallways, and elevators, will be properly protected. Protection may include elevator pads, walk off mats, plastic on carpet, Masonite on tile floors, cardboard or Masonite on wall areas, or suitable alternatives approved by Building Management.

11. Contractor shall provide heavy plastic screening for dust protection and/or temporary walls of suitable appearance as required by Building Management.

12. Walk-off mats are to be provided at entrance doors.

4633705_3 E-1-1

13. No utilities (including electricity, gas and water, plumbing or services to the tenants are to be cutoff or interrupted without first having requested, in writing, and secured, in writing, the permission of Building Management. Request for this permission will be submitted in writing by Contactor to Building Management ten (10) business days prior to the planned cutoff.

14. Prior to any building management control work commencing that shall impact the existing Building and control network, Building Management’s representative shall need to be consulted.

15. If taking the Building fire alarm points offline is required in connection with any work, the cost of such service will be billable to the Contractor. Contractor can choose to have their subcontractor handle taking the fire alarm points or panel offline, provided the sub-contractor is licensed to do so, and works within the requirements and codes of the Town of Burlington Fire Department.

16. Should any scope of work require entry to another tenant’s space, Tenant and/or Contractor must notify Building Management. If approved by Building Management, the activity shall be under the supervision of Building Management’s representative. The cost of said supervision will be billable to the Contractor.

17. Admittance to the roof of the Building is allowed only upon the prior written consent of Building Management. Admittance for the duration of the project may be accommodated, but specific conditions for controlled access may apply.

18. There is a “No Smoking Policy” in effect for all areas of the Building, with the exception of the smoking areas designated at each building. Any personnel caught in violation of this policy will be asked to leave the premises immediately.

19. Contractor will be responsible for daily removal of waste foods, milk, coffee and soft drink containers, etc. Building trash receptacles are not to be used.

20. Construction personnel are not to utilize any vacant space within the Building other than that space which is designated by the Building Management to the Contractor.

21. There will be no radios on the job site.

22. All workers are required to wear a shirt, shoes, and full length trousers.

23. Public spaces, corridors, elevator, bathrooms, lobby, etc., must be cleaned immediately after use. Restrooms for contractor use will be designated to the Contractor. No other restrooms are to be utilized by Contractor personnel.

24. There will be no smoking, eating, or open food containers in the elevator, carpeted areas, or public lobbies. There will be no yelling or boisterous activities; nor is alcohol or controlled substances allowed or tolerated. Individuals under the influence or in possession of such will be prosecuted.

25. Contractor shall post no signs without Building Management’s expressed prior approval which may be withheld for any reason.

26. Contractor shall complete work without disruption from labor disputes and in harmony with other trades.

27. The Construction Rules and Regulations are subject to change in Landlord’s sole discretion.

28. Landlord reserves the right to prohibit access to the Building by any contractors who fail to comply with these Construction Rules and Regulations.

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EXHIBIT F

TENANT ESTOPPEL CERTIFICATE

TO: _______________________ (“Mortgagee” or “Purchaser”)

THIS IS TO CERTIFY THAT:

1. The undersigned is the tenant (the “Tenant”) under that certain lease (the “Lease”) dated __________, 20__, by and between ____________ as landlord (the “Landlord”), and the undersigned, as Tenant, covering those certain premises commonly known and designated as _______________ (the “Premises”) in the building located at ______________, ________________, Massachusetts.

2. The Lease is attached hereto as Exhibit A and (i) constitutes the entire agreement between the undersigned and the Landlord with respect to the Premises, (ii) is the only Lease between the undersigned and the Landlord affecting the Premises and (iii) has not been modified, changed, altered or amended in any respect, except (if none, so state):
_____________________________________________________
_____________________________________________________
_____________________________________________________

3. The undersigned has accepted and now occupies the Premises as of the date hereof, and all improvements, if any, required by the terms of the Lease to be made by the Landlord have been completed and all construction allowances to be paid by Landlord have been paid. In addition, the undersigned has made no agreement with Landlord or any agent, representative or employee of Landlord concerning free rent, partial rent, rebate of rental payments or any other type of rental or other economic inducement or concession except (if none, so state):
_____________________________________________________
_____________________________________________________
_____________________________________________________

(1) The Term of the Lease began (or is scheduled to begin) on _________ ,20___ and will expire on _________, 20__;

(2) The fixed rent for the Premises has been paid to and including _______________, 20__;

(3) The fixed rent being paid pursuant to the Lease is at the annual rate of $____________; and

(4) The escalations payable by Tenant under the Lease are currently $______, based on a pro rata share of ______%, and have been reconciled through _______, 20__.

4. (i) No party to the Lease is in default, (ii) the Lease is in full force and effect, (iii) the rental payable under the Lease is accruing to the extent therein provided thereunder, (iv) as of the date hereof the undersigned has no charge, lien or claim of off-set (and no claim for any credit or deduction) under the Lease or otherwise, against rents or other charges due or to become due thereunder or on account of any prepayment of rent more than one (1) month in advance of its due date, and (v) Tenant has no claim against Landlord for any security, rental, cleaning or other deposits, except (if none, so state):
_____________________________________________________
_____________________________________________________
_____________________________________________________

5. Since the date of the Lease there are no actions, whether voluntary or otherwise, pending against the undersigned under the bankruptcy, reorganization, arrangement, moratorium or similar laws of the United States, any state thereof of any other jurisdiction.

6. Tenant has not sublet, assigned or hypothecated or otherwise transferred all or any portion of Tenant’s leasehold interest.

4633705_3 F-1

7. Neither Tenant nor Landlord has commenced any action or given or received any notice for the purpose of terminating the Lease, nor does Tenant have any right to terminate the Lease, except (if none, so state):

8. Tenant has no option or preferential right to purchase all or any part of the Premises (or the real property of which the Premises are a part) nor any right or interest with respect to the Premises or the real property of which the Premises are a part. Tenant has no right to renew or extend the Term of the Lease or expand the Premises except (if none, so state):

9. The undersigned acknowledges that the parties named herein are relying upon this estoppel certificate and the accuracy of the information contained herein in making a loan secured by the Landlord’s interest in the Premises, or in connection with the acquisition of the Property of which the Premises is a part.

EXECUTED UNDER SEAL AS OF _____________, 20__.

TENANT:

_________________________

By: ___________________
Name:
Title:
Duly Authorized

4633705_3 F-2

EXHIBIT G

LANDLORD’S CONSENT AND WAIVER

WHEREAS, _________________________ (the "Tenant") has or is about to enter into certain financing agreements with ___________ ______________________ (the "Bank") pursuant to which the Bank has been or may be granted a security interest in certain property of the Tenant; and

WHEREAS, Tenant is the tenant, pursuant to a lease agreement by and between Tenant and the undersigned (the "Landlord") dated as of ___________________ (the "Lease"), of certain demised premises contained in the building located at the following address:

and more particularly described in the Lease (the "Premises");

NOW, THEREFORE, for valuable consideration, the Landlord agrees, for as long as Tenant remains indebted to the Bank, as follows:

(a) Landlord acknowledges and agrees that the personal property of Tenant (which for purposes hereof shall not include computer wiring, telephone wiring and systems, and demountable partitions) in which the Bank has been granted a security interest (the "Bank Collateral") may from time to time be located on the Premises;

(b) Landlord subordinates, waives, releases and relinquishes unto the Bank, its successors or assigns, all right, title and interest, if any, which the Landlord may otherwise claim in and to the Bank Collateral, except as provided in subparagraph (d) hereinbelow;

(c) Upon providing the Landlord with at least five (5) business days' prior written notice that Tenant is in default of its obligations to the Bank, the Bank shall then have the right to enter the Premises during business hours for the purpose of removing said Bank Collateral, provided (i) the Bank completes the removal of said Bank Collateral within ten (10) business days following said first written notice of default, and (ii) the Bank restores any part of the Premises which may be damaged by such removal to its condition prior to such removal in an expeditious manner not to exceed ten (10) business days following said first written notice of default;

(d) Upon receipt of written notice from Landlord of the expiration or earlier termination of the Lease, the Bank shall have ten (10) business days to enter the Premises during business hours, remove said Bank Collateral, and restore any part of the Premises which may be damaged by such removal to its condition prior to such removal. If the Bank fails to so remove the Bank Collateral, the Bank agrees that the Bank Collateral shall thereupon be deemed subject to the yield up provisions of the Lease, so the Landlord may treat the Bank Collateral as abandoned, deem it Landlord's property, if Landlord so elects, and retain or remove and dispose of it, all as provided in the Lease;

(e) All notices and other communications under this Landlord's Consent and Waiver shall be in writing, and shall be delivered by hand, by a nationally recognized commercial next day delivery service, or by certified or registered mail, return receipt requested, and sent to the following addresses:

if to the Bank:

Attention:

4633705_3 G-1

with a copy to:

if to the Landlord: c/o Nordblom Management Company, Inc.
71 Third Avenue
Burlington, MA 01803

Such notices shall be effective (a) in the case of hand deliveries, when received, (b) in the case of a next day delivery service, on the next business day after being placed in the possession of such delivery service with next day delivery charges prepaid, and (c) in the case of mail, five (5) days after deposit in the postal system, certified or registered mail, return receipt requested and postage prepaid. Either party may change its address and telecopy number by written notice to the other as provided above; and

(f) The Bank shall indemnify and hold harmless the Landlord for any and all damage caused as a result of the exercise of the Bank's rights hereunder.

This Landlord's Consent and Waiver may not be changed or terminated orally and inures to the benefit of and is binding upon the Landlord and its successors and assigns, and inures to the benefit of and is binding upon the Bank and its successors and assigns.

IN WITNESS WHEREOF, Landlord and Bank have each executed this Landlord's Consent and Waiver or caused it to be executed by an officer thereunto duly authorized, and the appropriate seal to be hereunto affixed, this ____ day of _________, 20_.

LANDLORD:

By: (Name)
(Title)

BANK:

By:
(Name)
(Title)

COMMONWEALTH OF MASSACHUSETTS

__________ County, ss.

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personal knowledge of the identity of the signatory, to be the person whose name is signed above, and acknowledged the foregoing to be signed by her/him voluntarily for its stated purpose.

______________________________
Print Name: ___________________
My commission expires: _________

STATE OF ___________

__________ County, ss.

On this _____ day of _______, 20__, before me, the undersigned Notary Public, personally appeared the above-named , proved to me by satisfactory evidence of identification, being (check whichever applies): □ driver's license or other state or federal governmental document bearing a photographic image, □ oath or affirmation of a credible witness known to me who knows the above signatories, or □ my own personal knowledge of the identity of the signatory, to be the person whose name is signed above, that he/she signed it as _________________ for _______________________, and acknowledged the foregoing to be signed by her/him voluntarily for its stated purpose.

_________________________________
Print Name: _______________________

My commission expires: _____________

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EXHIBIT H

FORM NOTICE OF TERMINATION OF LEASE

Reference is made to a certain Notice of Lease dated as of _________________, 20___, recorded with Middlesex County (South District) Registry of Deeds in Book _______ Page ____ (the “Notice of Lease”), pursuant to which Landlord and Tenant gave notice of a certain lease by and between [____________________] (“Landlord”) and [___________________] (“Tenant”), dated ____________, 20_____ (as amended, the “Lease”) of a certain premises located at [_______________], Burlington, Massachusetts, as more particularly described in the Notice of Lease (the “Premises”).

Landlord and Tenant hereby give notice that the Lease and the Notice of Lease are no longer in force or effect.

This instrument is executed as of _______________20___, as a notice of termination of the aforesaid Lease and is not intended, nor shall it be deemed to vary or govern the interpretation of the terms and conditions thereof.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

H-1

LANDLORD:

By:____________________

COMMONWEALTH OF MASSSACHUSETTS

County of Middlesex _______________, 20___

On this _____ day of _________________, 20___before me, the undersigned notary public, personally appeared, ____________________ proved to me through satisfactory evidence of identification, which was ___________________, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he/she signed it voluntarily for its stated purpose as the _____________________ of _____________________ in its capacity as manager of ___________________________ in its capacity as the ___________________ of ________________.

TENANT:

By:_________________________

COMMONWEALTH OF MASSSACHUSETTS

County of Middlesex _______________, 20___

On this _____ day of _________________, 20___ before me, the undersigned notary public, personally appeared, ____________________ proved to me through satisfactory evidence of identification, which was ___________________, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he/she signed it voluntarily for its stated purpose as the _____________________ of _____________________ in its capacity as manager of ___________________________ in its capacity as the ___________________ of ________________.

[Landlord to attach legal description]

H-2


PERIOD	ANNUAL FIXED RENT RATE	MONTHLY FIXED RENT RATE
1/1/31 – 12/31/31	$261,900.00	$21,825.00
1/1/32 – 12/31/32	$271,596.00	$22,633.00
1/1/33 – 12/31/33	$281,304.00	$23,442.00
1/1/34 – 12/31/34	$291,000.00	$24,250.00
1/1/35 – 12/31/35	$300,700.00	$25,058.00
1/1/36 – 12/31/36	$310,400.00	$25,867.00


PERIOD	ANNUAL FIXED RENT RATE	MONTHLY FIXED RENT RATE
7/1/27 – 12/31/27	$0.00	$0.00
1/1/28 – 6/30/29	$726,000.00 (annualized)	$60,500.00
7/1/29 – 6/30/30	$762,300.00	$63,525.00
7/1/30 – 6/30/31	$798,600.00	$66,550.00
7/1/31 – 6/30/32	$834,900.00	$69,575.00
7/1/32 – 6/30/33	$871,200.00	$72,600.00
7/1/33 – 6/30/34	$907,500.00	$75,625.00
7/1/34 – 6/30/35	$943,800.00	$78,650.00

Fixed Rent and Additional Rent on account of Tenant’s Percentage of Taxes and Operating Costs shall continue to be paid at the same time and in the same manner as currently set forth in Article 4 of the Lease.

Fixed Rent and Additional Rent on account of Tenant’s Percentage of Taxes and Operating Costs shall continue to be paid at the same time and in the same manner as currently set forth in Article 4 of the Lease

Fixed Rent and Additional Rent on account of Tenant’s Percentage of Taxes and Operating Costs shall continue to be paid at the same time and in the same manner as currently set forth in Article 4 of the Lease.

ARTICLE 1
Reference Data

1.1 Subject Referred To.

1.2 Exhibits.

ARTICLE 2
Premises and Term

2.2 Term. TO HAVE AND TO HOLD for term (the “Original Term” or “Term”) beginning on the Commencement Date, and ending on the Expiration Date, unless sooner terminated as hereinafter provided.

2.3 Right of First Offer. (a) During the Original Term of this Lease, Tenant shall have a one-time right of first offer to lease the ROFO Space (hereinafter defined) as it becomes available for lease after the Effective Date, subject to the terms and conditions contained below.

ARTICLE 3
Improvements

ARTICLE 4
Rent

4.2 Additional Rent. Tenant covenants and agrees to pay, as Additional Rent, insurance costs, utility charges, personal property taxes, late charges, interest and Tenant’s Percentage of Taxes and Operating Costs with respect to the Premises as provided in this Section 4.2 as follows:

ARTICLE 5
Landlord’s Covenants

5.1 Affirmative Covenants. Landlord covenants with Tenant:

5.4 Access. Tenant shall have access to the Premises at all times, 24 hours per day, 7 days per week, subject to Landlord’s reasonable security requirements, if any, and occurrences beyond Landlord’s control.

ARTICLE 6
Tenant’s Additional Covenants

6.1 Affirmative Covenants. Tenant covenants at all times during the Term and for such further time (prior or subsequent thereto) as Tenant occupies the Premises or any part thereof:

6.2 Negative Covenants. Tenant covenants at all times during the Term and such further time (prior or subsequent thereto) as Tenant occupies the Premises or any part thereof:

ARTICLE 7
Casualty or Taking

ARTICLE 8
Defaults

8.1 Events of Default. Each of the following events shall be an “Event of Default” under this Lease:

ARTICLE 9
Rights of Mortgage Holders

ARTICLE 10
Miscellaneous Provisions

10.7 Brokerage. Tenant warrants and represents that it has dealt with no broker in connection with the consummation of this Lease and in the event of any brokerage claims against

Landlord predicated upon prior dealings with Tenant, Tenant agrees to defend the same and indemnify and hold Landlord harmless against any such claim.

ARTICLE 11
Hazardous Materials

assessment, inspection and/or sampling at the Property to determine whether Hazardous Materials have been released during the term of the Lease.

11.9 Notice to Tenant. Landlord shall use reasonable efforts to notify Tenant of any release of Hazardous Materials by any other tenants of the Park on any properties owned by Landlord which abut the Property provided Landlord first has knowledge of the same.

Executed as a Massachusetts instrument under seal as of the Effective Date.


	LANDLORD:

		NWP RETAIL 18 LLC, a Massachusetts limited liability company By: NWP Retail LLC, a Massachusetts limited liability company By: NWP Capital LLC, a Massachusetts limited liability company, its Sole Member and Authorized Signatory By: NDC Asset Manager LLC By: /s/ Crosby Nordblom Name: Crosby Nordblom as Manager and not individually By: /s/ Todd S. Nordblom Name: Todd S. Nordblom as Manager and not individually



	TENANT:
	LEMAITRE VASCULAR, INC. a Massachusetts corporation

	By: /s/ George W. LeMaitre Name: George W. LeMaitre Title: Chairman & CEO


	LANDLORD:

		NWP BUILDING 3 LLC, A Massachusetts limited liability company, By: NW ASSOCIATES LLC, a Delaware limited liability company, its sole manager By: NDC Asset Manager LLC By: /s/ Crosby Nordblom Name: Crosby Nordblom as Manager and not individually By: /s/ Todd S. Nordblom Name: Todd S. Nordblom as Manager and not individually



	TENANT:
	LEMAITRE VASCULAR, INC. a Massachusetts corporation

	By: /s/ George W. LeMaitre
	Name: George W. LeMaitre
	Title: Chairman & CEO


	LANDLORD:

		NWP BUILDING 4 LLC, A Massachusetts limited liability company, By: NW ASSOCIATES LLC, a Delaware limited liability company, its sole manager By: NDC Asset Manager LLC By: /s/ Crosby Nordblom Name: Crosby Nordblom as Manager and not individually By: /s/ Todd S. Nordblom Name: Todd S. Nordblom as Manager and not individually



	TENANT:
	LEMAITRE VASCULAR, INC. a Massachusetts corporation

	By: /s/ George W. LeMaitre
	Name: George W. LeMaitre
	Title: Chairman & CEO


	LANDLORD:

		NWP BUILDING 5 LLC, A Massachusetts limited liability company, By: NW ASSOCIATES LLC, a Delaware limited liability company, its sole manager By: NDC Asset Manager LLC By: /s/ Crosby Nordblom Name: Crosby Nordblom as Manager and not individually By: /s/ Todd S. Nordblom Name: Todd S. Nordblom as Manager and not individually



	TENANT:
	LEMAITRE VASCULAR, INC. a Massachusetts corporation

	By: /s/ George W. LeMaitre
	Name: George W. LeMaitre
	Title: Chairman & CEO


7/1/35 – 6/30/36	$980,100.00	$81,675.00
7/1/36 – 12/31/36	$1,016,400.00 (annualized)	$84,700.00

Fixed Rent and Additional Rent on account of Tenant’s Percentage of Taxes and Operating Costs shall continue to be paid at the same time and in the same manner as currently set forth in Article 4 of the Lease.

Fixed Rent and Additional Rent on account of Tenant’s Percentage of Taxes and Operating Costs shall continue to be paid at the same time and in the same manner as currently set forth in Article 4 of the Lease

Fixed Rent and Additional Rent on account of Tenant’s Percentage of Taxes and Operating Costs shall continue to be paid at the same time and in the same manner as currently set forth in Article 4 of the Lease.

ARTICLE 1 Reference Data

1.1 Subject Referred To.

1.2 Exhibits.

ARTICLE 2 Premises and Term

2.2 Term. TO HAVE AND TO HOLD for term (the “Original Term” or “Term”) beginning on the Commencement Date, and ending on the Expiration Date, unless sooner terminated as hereinafter provided.

2.3 Right of First Offer. (a) During the Original Term of this Lease, Tenant shall have a one-time right of first offer to lease the ROFO Space (hereinafter defined) as it becomes available for lease after the Effective Date, subject to the terms and conditions contained below.

ARTICLE 3 Improvements

ARTICLE 4 Rent

4.2 Additional Rent. Tenant covenants and agrees to pay, as Additional Rent, insurance costs, utility charges, personal property taxes, late charges, interest and Tenant’s Percentage of Taxes and Operating Costs with respect to the Premises as provided in this Section 4.2 as follows:

ARTICLE 5 Landlord’s Covenants

5.1 Affirmative Covenants. Landlord covenants with Tenant:

5.4 Access. Tenant shall have access to the Premises at all times, 24 hours per day, 7 days per week, subject to Landlord’s reasonable security requirements, if any, and occurrences beyond Landlord’s control.

ARTICLE 6 Tenant’s Additional Covenants

6.1 Affirmative Covenants. Tenant covenants at all times during the Term and for such further time (prior or subsequent thereto) as Tenant occupies the Premises or any part thereof:

6.2 Negative Covenants. Tenant covenants at all times during the Term and such further time (prior or subsequent thereto) as Tenant occupies the Premises or any part thereof:

ARTICLE 7 Casualty or Taking

ARTICLE 8 Defaults

8.1 Events of Default. Each of the following events shall be an “Event of Default” under this Lease:

ARTICLE 9 Rights of Mortgage Holders

ARTICLE 10 Miscellaneous Provisions

10.7 Brokerage. Tenant warrants and represents that it has dealt with no broker in connection with the consummation of this Lease and in the event of any brokerage claims against

Landlord predicated upon prior dealings with Tenant, Tenant agrees to defend the same and indemnify and hold Landlord harmless against any such claim.

ARTICLE 11 Hazardous Materials

assessment, inspection and/or sampling at the Property to determine whether Hazardous Materials have been released during the term of the Lease.

11.9 Notice to Tenant. Landlord shall use reasonable efforts to notify Tenant of any release of Hazardous Materials by any other tenants of the Park on any properties owned by Landlord which abut the Property provided Landlord first has knowledge of the same.

Executed as a Massachusetts instrument under seal as of the Effective Date.

ARTICLE 1
Reference Data

ARTICLE 2
Premises and Term

ARTICLE 3
Improvements

ARTICLE 4
Rent

ARTICLE 5
Landlord’s Covenants

ARTICLE 6
Tenant’s Additional Covenants

ARTICLE 7
Casualty or Taking

ARTICLE 8
Defaults

ARTICLE 9
Rights of Mortgage Holders

ARTICLE 10
Miscellaneous Provisions

ARTICLE 11
Hazardous Materials