PURCHASE ADDENDUM TO COMMERCIAL EARNEST MONEY CONTACT (REAL ESTATE AGREEMENT) BETWEEN ANS REAL ESTATE LTD., AS SELLER, AND RICH UNCLES NNN OPERATING PARTNERSHIP, LP, AS BUYER

PURCHASE ADDENDUM TO COMMERCIAL EARNEST MONEY CONTACT ( REAL ESTATE AGREEMENT ) BETWEEN ANS REAL ESTATE LTD . , AS SELLER , AND RICH UNCLES NNN OPERATING PARTNERSHIP , LP , AS BUYER


| 36.| REPRESENTATIONS AND WARRANTIES . ---|---|---

| 36 . | REPRESENTATIONS AND WARRANTIES . - - - | - - - | - - -


6.1.8 To the best of Seller's knowledge, Seller is not a person or entity with whom Seller is restricted from doing business under regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (including, but not limited to, those named on OFAC's Specially Designated and Blocked Persons list) or under any related statute, Executive Order (including, but not limited to, the September 24,2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other similar governmental action.

6 . 1 . 8 To the best of Seller ' s knowledge , Seller is not a person or entity with whom Seller is restricted from doing business under regulations of the Office of Foreign Asset Control ( " OFAC " ) of the Department of the Treasury ( including , but not limited to , those named on OFAC ' s Specially Designated and Blocked Persons list ) or under any related statute , Executive Order ( including , but not limited to , the September 24 , 2001 , Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit , Threaten to Commit , or Support Terrorism ) , or other similar governmental action .


This SUBLEASE AGREEMENT (this Sublease) is made and entered into effective as of this 31st day of January, 2017 , by and between NXP USA, Inc. a Delaware corporation (hereinafter referred to as Sublandlord), and Everspin Technologies, Inc. , a Delaware corporation (hereinafter referred to as Subtenant).

This SUBLEASE AGREEMENT ( this Sublease ) is made and entered into effective as of this 31st day of January , 2017 , by and between NXP USA , Inc . a Delaware corporation ( hereinafter referred to as Sublandlord ) , and Everspin Technologies , Inc . , a Delaware corporation ( hereinafter referred to as Subtenant ) .


WHEREAS, VWP-BV CM 5670, LLC, a Delaware limited liability company (Master Landlord), and NXP, USA, Inc. a Delaware corporation, successor in interest to NXP Semiconductors USA, Inc., a Delaware corporation, as Lessee, entered into that certain Lease dated June23, 2014 (the Lease) regarding the lease of certain premises located at 5670 West Chandler Blvd., Chandler, Arizona 85226, as more particularly described in the Lease (the Premises); and

WHEREAS , VWP-BV CM 5670 , LLC , a Delaware limited liability company ( Master Landlord ) , and NXP , USA , Inc . a Delaware corporation , successor in interest to NXP Semiconductors USA , Inc . , a Delaware corporation , as Lessee , entered into that certain Lease dated June23 , 2014 ( the Lease ) regarding the lease of certain premises located at 5670 West Chandler Blvd . , Chandler , Arizona 85226 , as more particularly described in the Lease ( the Premises ) ; and


WHEREAS, the term of the Lease expires on August31, 2024 (the Expiration Date); and

WHEREAS , the term of the Lease expires on August31 , 2024 ( the Expiration Date ) ; and


/s/ Katherine Haight Name: | | Katherine Haight Title: | | Authorized Representative | Date: | | February13, 2017 SUBTENANT: EVERSPIN TECHNOLOGIES, INC.,< br/>

/ s / Katherine Haight Name : | | Katherine Haight Title : | | Authorized Representative | Date : | | February13 , 2017 SUBTENANT : EVERSPIN TECHNOLOGIES , INC . , & lt ; br / & gt ;


VWP-BV CM 5670, LLC, a Delaware limited liability company (Master Landlord) hereby consents to the sublease of a part of the Premises by NXP USA, Inc. a Delaware corporation(Sublandlord) to Everspin Technologies, Inc. , a Delaware corporation (Subtenant), subject to the following terms and conditions:

VWP-BV CM 5670 , LLC , a Delaware limited liability company ( Master Landlord ) hereby consents to the sublease of a part of the Premises by NXP USA , Inc . a Delaware corporation ( Sublandlord ) to Everspin Technologies , Inc . , a Delaware corporation ( Subtenant ) , subject to the following terms and conditions :


| | ---|---|--- MASTER LANDLORD: VWP-BV CM 5670, LLC , a Delaware limited liability company | | | By:VWP-BV1ChandlerMidway,LLC,a | | Delawarelimitedliabilitycompany,SoleMember | | | By:VWPChandlerMidwayManager,LLC,an | | Arizona limited liability company, Manager | | | By: ViaWest Properties, LLC, an Arizona limited liability company, its Manager | By: | |

| | - - - | - - - | - - - MASTER LANDLORD : VWP-BV CM 5670 , LLC , a Delaware limited liability company | | | By : VWP-BV1ChandlerMidway , LLC , a | | Delawarelimitedliabilitycompany , SoleMember | | | By : VWPChandlerMidwayManager , LLC , an | | Arizona limited liability company , Manager | | | By : ViaWest Properties , LLC , an Arizona limited liability company , its Manager | By : | |


| | ---|---|--- Lease Date: | | For identification purposes only, the date of this Lease is June 23, 2014 | Landlord: | | VWP-BV CM 5670, LLC, a Delaware limited liability company | Tenant: | | NXP Semiconductors USA, Inc., a Delaware corporation | Building: | | 5670 West Chandler Blvd., Chandler, Arizona 85226 | Rentable Area of Building: | | Approximately 55,900 rentable square feet | Premises: | | A total of approximately 32,988 rentable square feet (Rentable Area) (approximately 29,193 usable square feet), comprised of (i) approximately 27,974 rentable square feet (approximately 24,756 usable square feet) on the first floor of the Building, and (ii)approximately 5,014 rentable square feet (approximately 4,437 usable square feet) on the second floor of the Building, subject to final measurement in accordance with Section 1.3. | Term: | | Ten (10) Years, with two (2) options to extend for an additional five (5) years per option. See Rider No. 1. | Commencement Date: | | Upon substantial completion of the tenant improvements described in Exhibit D, estimated to be on or about October 1, 2014 (the Target Commencement Date); provided, however, the Commencement Date shall be no later than January I,2015. Landlord and Tenant agree to execute a Commencement Date Memorandum when the Commencement Date has been established. See Section 2.1. | Base Rent: | | As set forth on Schedule 1 attached hereto. | Utilities and Janitorial Services: | | Base Rent is net of all utilities and janitorial services furnished to the Premises. See Section 9. | Tenants Proportionate Share of

| | - - - | - - - | - - - Lease Date : | | For identification purposes only , the date of this Lease is June 23 , 2014 | Landlord : | | VWP-BV CM 5670 , LLC , a Delaware limited liability company | Tenant : | | NXP Semiconductors USA , Inc . , a Delaware corporation | Building : | | 5670 West Chandler Blvd . , Chandler , Arizona 85226 | Rentable Area of Building : | | Approximately 55 , 900 rentable square feet | Premises : | | A total of approximately 32 , 988 rentable square feet ( Rentable Area ) ( approximately 29 , 193 usable square feet ) , comprised of ( i ) approximately 27 , 974 rentable square feet ( approximately 24 , 756 usable square feet ) on the first floor of the Building , and ( ii ) approximately 5 , 014 rentable square feet ( approximately 4 , 437 usable square feet ) on the second floor of the Building , subject to final measurement in accordance with Section 1 . 3 . | Term : | | Ten ( 10 ) Years , with two ( 2 ) options to extend for an additional five ( 5 ) years per option . See Rider No . 1 . | Commencement Date : | | Upon substantial completion of the tenant improvements described in Exhibit D , estimated to be on or about October 1 , 2014 ( the Target Commencement Date ) ; provided , however , the Commencement Date shall be no later than January I , 2015 . Landlord and Tenant agree to execute a Commencement Date Memorandum when the Commencement Date has been established . See Section 2 . 1 . | Base Rent : | | As set forth on Schedule 1 attached hereto . | Utilities and Janitorial Services : | | Base Rent is net of all utilities and janitorial services furnished to the Premises . See Section 9 . | Tenants Proportionate Share of


(a) NXP Semiconductors, Attn: Site Manager; 5670 W. Chandler Blvd., Chandler, AZ 85226; and with a copy to:

( a ) NXP Semiconductors , Attn : Site Manager ; 5670 W . Chandler Blvd . , Chandler , AZ 85226 ; and with a copy to :


(b) NXP Semiconductors, Attn : Real Estate Manager ; 411 E. Plumeria Drive, San Jose, California 95134 | Landlords Broker: | | Cassidy-Turley Commercial Real Estate Services | Tenants Broker: | | Cushman & Wakefield of Arizona, Inc. | Guarantor(s): | | Not Applicable | Permitted Use: | | General office purposes together with related marketing, training, and other administrative support services, and for no other purpose. Notwithstanding the foregoing, Tenant may use a portion of the Premises (not to exceed 20% of the usable square footage) for laboratory and related testing purposes. | Normal Business Hours: | |

( b ) NXP Semiconductors , Attn : Real Estate Manager ; 411 E . Plumeria Drive , San Jose , California 95134 | Landlords Broker : | | Cassidy-Turley Commercial Real Estate Services | Tenants Broker : | | Cushman & amp ; Wakefield of Arizona , Inc . | Guarantor ( s ) : | | Not Applicable | Permitted Use : | | General office purposes together with related marketing , training , and other administrative support services , and for no other purpose . Notwithstanding the foregoing , Tenant may use a portion of the Premises ( not to exceed 20 % of the usable square footage ) for laboratory and related testing purposes . | Normal Business Hours : | |


(1) Hazardous Materials shall mean any substance: (A)that now or in the future is regulated or governed by, requires investigation or remediation under, or is defined as a hazardous waste, hazardous substance, medical waste, pollutant or contaminant under any governmental statute, code, ordinance, regulation, rule or order, including amendments, including for example on the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C . 9601 et seq., and the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq., or (B)that is toxic, explosive, corrosive, flammable, radioactive, carcinogenic, dangerous or otherwise hazardous, including gasoline, diesel fuel, petroleum hydrocarbons, polychlorinated biphenyls (PCBs), asbestos, radon and urea formaldehyde foam insulation, or (C)medical and biohazard wastes regulated by federal, state or local laws or authorities which includes any gaseous, liquid and solid waste which is generated in the diagnosis, treatment or immunization of a human being or animal or in any research relating to that diagnosis, treatment or immunization, or in the production or testing of biologicals, which includes but is not limited to: cultures and stocks of infectious agents and associated biologicals, including cultures from medical and pathological laboratories, cultures and stocks of infectious agents from research and industrial laboratories, wastes from the production of biologicals, discarded live and attenuated vaccines, and culture dishes and devices used to transfer, inoculate, and mix cultures; pathological wastes, including tissues, organs, and body parts that removed during surgery or autopsy; waste human blood and products of blood, including serum, plasma, and other blood components; sharps that have been used inpatient care or in medical, research, or industrial laboratories, including hypodermic needles, syringes, pasteur pipettes, broken glass, and scalpel blades; contaminated animal carcasses, body parts, and bedding of animals that were exposed to infectious agents during research, production of biologicals, or testing of pharmaceuticals; wastes from surgery or autopsy that were in contact with infectious agents, including soiled dressings, sponges, drapes, lavage tubes, drainage sets, underpads, and surgical gloves; laboratory wastes from medical, pathological, pharmaceutical, or other research, commercial, or industrial laboratories that were in contact with infectious agents, including slides and cover slips, disposable gloves, laboratory coats, and aprons; dialysis wastes that were in contact with the blood of patients undergoing hemodialysis, including contaminated disposable equipment and supplies such as tubing, filters, disposable sheets, towels, gloves, aprons, and laboratory coats; discarded medical equipment and parts that were in contact with infectious agents; biological waste and discarded materials contaminated with blood, excretion, exudates or secretions from human beings or animals who are isolated to protect others from communicable diseases; or such other waste material that results from the administration of medical care to a patient by a health care provider and represents a threat to human health or the environment.

( 1 ) Hazardous Materials shall mean any substance : ( A ) that now or in the future is regulated or governed by , requires investigation or remediation under , or is defined as a hazardous waste , hazardous substance , medical waste , pollutant or contaminant under any governmental statute , code , ordinance , regulation , rule or order , including amendments , including for example on the Comprehensive Environmental Response Compensation and Liability Act , 42 U . S . C . 9601 et seq . , and the Resource Conservation and Recovery Act , 42 U . S . C . 6901 et seq . , or ( B ) that is toxic , explosive , corrosive , flammable , radioactive , carcinogenic , dangerous or otherwise hazardous , including gasoline , diesel fuel , petroleum hydrocarbons , polychlorinated biphenyls ( PCBs ) , asbestos , radon and urea formaldehyde foam insulation , or ( C ) medical and biohazard wastes regulated by federal , state or local laws or authorities which includes any gaseous , liquid and solid waste which is generated in the diagnosis , treatment or immunization of a human being or animal or in any research relating to that diagnosis , treatment or immunization , or in the production or testing of biologicals , which includes but is not limited to : cultures and stocks of infectious agents and associated biologicals , including cultures from medical and pathological laboratories , cultures and stocks of infectious agents from research and industrial laboratories , wastes from the production of biologicals , discarded live and attenuated vaccines , and culture dishes and devices used to transfer , inoculate , and mix cultures ; pathological wastes , including tissues , organs , and body parts that removed during surgery or autopsy ; waste human blood and products of blood , including serum , plasma , and other blood components ; sharps that have been used inpatient care or in medical , research , or industrial laboratories , including hypodermic needles , syringes , pasteur pipettes , broken glass , and scalpel blades ; contaminated animal carcasses , body parts , and bedding of animals that were exposed to infectious agents during research , production of biologicals , or testing of pharmaceuticals ; wastes from surgery or autopsy that were in contact with infectious agents , including soiled dressings , sponges , drapes , lavage tubes , drainage sets , underpads , and surgical gloves ; laboratory wastes from medical , pathological , pharmaceutical , or other research , commercial , or industrial laboratories that were in contact with infectious agents , including slides and cover slips , disposable gloves , laboratory coats , and aprons ; dialysis wastes that were in contact with the blood of patients undergoing hemodialysis , including contaminated disposable equipment and supplies such as tubing , filters , disposable sheets , towels , gloves , aprons , and laboratory coats ; discarded medical equipment and parts that were in contact with infectious agents ; biological waste and discarded materials contaminated with blood , excretion , exudates or secretions from human beings or animals who are isolated to protect others from communicable diseases ; or such other waste material that results from the administration of medical care to a patient by a health care provider and represents a threat to human health or the environment .


(c) Notwithstanding the foregoing or anything to the contrary herein, Tenant shall have the right to obtain telephone and other communications services from a provider other than the Regional Bell Operating Company . In the event Tenant enters into an agreement with an alternate provider, Landlord agrees to deliver a license agreement to that provider, which permits such provider to install, at Tenants sole cost and expense, fiber optic, wireless or other transmission and reception medium equipment in and on the building or property as necessary to adequately serve Tenant. Such license agreement shall be offered at a nominal annual charge to the provider and shall contain such other commercially reasonable terms as approved by Landlord.

( c ) Notwithstanding the foregoing or anything to the contrary herein , Tenant shall have the right to obtain telephone and other communications services from a provider other than the Regional Bell Operating Company . In the event Tenant enters into an agreement with an alternate provider , Landlord agrees to deliver a license agreement to that provider , which permits such provider to install , at Tenants sole cost and expense , fiber optic , wireless or other transmission and reception medium equipment in and on the building or property as necessary to adequately serve Tenant . Such license agreement shall be offered at a nominal annual charge to the provider and shall contain such other commercially reasonable terms as approved by Landlord .


10.4 Scope of Indemnities and Waivers. The indemnities and waivers contained in Section10 will not apply to the extent of the percentage of liability that a final judgment of a court of competent jurisdiction establishes under the comparative negligence principles of the State of Arizona that a Claim against a Landlord Party was proximately caused by the misconduct or negligence of that Landlord Party, provided, however, that in such event the indemnity or waiver will remain valid for all other Landlord Parties.

10 . 4 Scope of Indemnities and Waivers . The indemnities and waivers contained in Section10 will not apply to the extent of the percentage of liability that a final judgment of a court of competent jurisdiction establishes under the comparative negligence principles of the State of Arizona that a Claim against a Landlord Party was proximately caused by the misconduct or negligence of that Landlord Party , provided , however , that in such event the indemnity or waiver will remain valid for all other Landlord Parties .


(b) If twenty-five percent ( 25% )or more of the Building, the Property or of the Rentable Area in the Building is taken by Condemnation, or if as a result of any Condemnation the Building is no longer reasonably suitable for use as an office building, whether or not any portion of the Premises is taken, Landlord may elect to terminate this Lease, effective as of the Date of Condemnation, by notice to Tenant within thirty (30)days after the Date of Condemnation.

( b ) If twenty-five percent ( 25 % ) or more of the Building , the Property or of the Rentable Area in the Building is taken by Condemnation , or if as a result of any Condemnation the Building is no longer reasonably suitable for use as an office building , whether or not any portion of the Premises is taken , Landlord may elect to terminate this Lease , effective as of the Date of Condemnation , by notice to Tenant within thirty ( 30 ) days after the Date of Condemnation .


| 16. | LATE CHARGE AND INTEREST . ---|---|--- 16.1 Late Charge. If any payment of Base Rent, Additional Rent or other charges is not received by Landlord when due, which failure continues for five (5)days, Tenant shall pay to Landlord on demand as a late charge an additional amount equal to ten percent (10%)of the overdue payment.

| 16 . | LATE CHARGE AND INTEREST . - - - | - - - | - - - 16 . 1 Late Charge . If any payment of Base Rent , Additional Rent or other charges is not received by Landlord when due , which failure continues for five ( 5 ) days , Tenant shall pay to Landlord on demand as a late charge an additional amount equal to ten percent ( 10 % ) of the overdue payment .


NXP SEMICONDUCTORS USA, INC.,< br/>

NXP SEMICONDUCTORS USA , INC . , & lt ; br / & gt ;


5670 West Chandler Boulevard, Chandler, Arizona 85226

5670 West Chandler Boulevard , Chandler , Arizona 85226


THIS WORK LETTER (Work Letter) is executed concurrently with, attached to and made a part of that certain Lease (Lease) dated June23, 2014, by and between VWP-BV CM 5670, LLC, a Delaware limited liability company (Landlord), and NXP SEMICONDUCTORS USA, INC., a Delaware corporation (Tenant) . All capitalized terms used in this Work Letter which are defined in the Lease shall have the same respective meanings as given in the Lease. For the considerations set forth in the Lease and the mutual covenants hereinafter contained, Landlord and Tenant covenant and agree to prepare the Premises for Tenants occupancy in accordance with this Work Letter, as follows:

THIS WORK LETTER ( Work Letter ) is executed concurrently with , attached to and made a part of that certain Lease ( Lease ) dated June23 , 2014 , by and between VWP-BV CM 5670 , LLC , a Delaware limited liability company ( Landlord ) , and NXP SEMICONDUCTORS USA , INC . , a Delaware corporation ( Tenant ) . All capitalized terms used in this Work Letter which are defined in the Lease shall have the same respective meanings as given in the Lease . For the considerations set forth in the Lease and the mutual covenants hereinafter contained , Landlord and Tenant covenant and agree to prepare the Premises for Tenants occupancy in accordance with this Work Letter , as follows :


a. Preliminary Plans. Within 5 Business Days after the date the Lease is signed by both Landlord and Tenant, Tenant will furnish, for Landlords review and approval preliminary Plans, Budget, and Project Schedule.

a . Preliminary Plans . Within 5 Business Days after the date the Lease is signed by both Landlord and Tenant , Tenant will furnish , for Landlords review and approval preliminary Plans , Budget , and Project Schedule .


5110 N. 40th St., Suite 110


b. Indemnity. At the request of Tenant and solely as an accommodation to Tenant, Landlord will enter into a direct contractual agreement with Tenants Contractor. Notwithstanding the foregoing, Tenant will be responsible to Landlord for all Claims arising from the acts and omissions of Tenants Contractor and all subcontractors, materialmen, suppliers, and other Tenant Parties in connection with any Work, and Landlord will have no liability to Tenant, Tenants Contractor, Tenants subcontractors, or any other Tenant Party in connection therewith, and Tenant agrees to indemnify, defend, and hold Landlord Parties harmless from any Claim, demand, or action asserted or suffered by any Tenant Party or third party arising in connection with the Work except to the extent arising from Landlords gross negligence, will misconduct or violation of its obligations under the Lease. Landlord will have no direct contractual obligation to any other subcontractor of Tenant to pay them. Landlords sole financial obligation with respect to the Work shall be to disburse to Tenants Contractor funds from the Allowance (as defined below) in accordance with this Work Letter and additional funds deposited by Tenant with Landlord to pay any Excess Costs (as defined below), all in accordance with the terms of this Work Letter.

b . Indemnity . At the request of Tenant and solely as an accommodation to Tenant , Landlord will enter into a direct contractual agreement with Tenants Contractor . Notwithstanding the foregoing , Tenant will be responsible to Landlord for all Claims arising from the acts and omissions of Tenants Contractor and all subcontractors , materialmen , suppliers , and other Tenant Parties in connection with any Work , and Landlord will have no liability to Tenant , Tenants Contractor , Tenants subcontractors , or any other Tenant Party in connection therewith , and Tenant agrees to indemnify , defend , and hold Landlord Parties harmless from any Claim , demand , or action asserted or suffered by any Tenant Party or third party arising in connection with the Work except to the extent arising from Landlords gross negligence , will misconduct or violation of its obligations under the Lease . Landlord will have no direct contractual obligation to any other subcontractor of Tenant to pay them . Landlords sole financial obligation with respect to the Work shall be to disburse to Tenants Contractor funds from the Allowance ( as defined below ) in accordance with this Work Letter and additional funds deposited by Tenant with Landlord to pay any Excess Costs ( as defined below ) , all in accordance with the terms of this Work Letter .


i. Work Procedures. Tenants Contractor will only utilize restrooms as provided and directed by Landlord; provided, however, these restrooms shall be reasonably available to Tenants Contractor and to other users on multi-Tenant floors during construction. Tenant will cause all Work to be performed in a manner that does not unreasonably disturb any other Tenants within the Building.

i . Work Procedures . Tenants Contractor will only utilize restrooms as provided and directed by Landlord ; provided , however , these restrooms shall be reasonably available to Tenants Contractor and to other users on multi-Tenant floors during construction . Tenant will cause all Work to be performed in a manner that does not unreasonably disturb any other Tenants within the Building .


d. Indemnity against Liens. TENANT AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS LANDLORD PARTIES FROM ALL LIENS, CLAIMS, AND DEMANDS ASSERTED BY ANY PERSON SUPPLYING LABOR, MATERIALS, OR SERVICES IN CONNECTION WITH THE WORK AND ALL RESULTING COSTS INCURRED BY LANDLORD; PROVIDED, HOWEVER, THE

d . Indemnity against Liens . TENANT AGREES TO INDEMNIFY , DEFEND , AND HOLD HARMLESS LANDLORD PARTIES FROM ALL LIENS , CLAIMS , AND DEMANDS ASSERTED BY ANY PERSON SUPPLYING LABOR , MATERIALS , OR SERVICES IN CONNECTION WITH THE WORK AND ALL RESULTING COSTS INCURRED BY LANDLORD ; PROVIDED , HOWEVER , THE


FOREGOING INDEMNITY SHALL NOT APPLY TO THE EXTENT SUCH LIENS, CLAIMS AND DEMANDS ARISE FROM LANDLORDS WRONGFUL REFUSAL TO DISBURSE FUNDS FROM THE ALLOWANCE UNDER THE TERMS OF THIS WORK LETTER. THIS INDEMNITY WILL INCLUDE, WITHOUT LIMITATION, ANY COSTS, DAMAGES, REASONABLE ATTORNEYS FEES, COURT COSTS, AND EXPENSES INCURRED BY LANDLORD ARISING FROM ANY SUCH LIEN, CLAIM, OR DEMAND, AND THIS INDEMNITY WILL SURVIVE THE EXPIRATION OR TERMINATION OF THIS LEASE.

FOREGOING INDEMNITY SHALL NOT APPLY TO THE EXTENT SUCH LIENS , CLAIMS AND DEMANDS ARISE FROM LANDLORDS WRONGFUL REFUSAL TO DISBURSE FUNDS FROM THE ALLOWANCE UNDER THE TERMS OF THIS WORK LETTER . THIS INDEMNITY WILL INCLUDE , WITHOUT LIMITATION , ANY COSTS , DAMAGES , REASONABLE ATTORNEYS FEES , COURT COSTS , AND EXPENSES INCURRED BY LANDLORD ARISING FROM ANY SUCH LIEN , CLAIM , OR DEMAND , AND THIS INDEMNITY WILL SURVIVE THE EXPIRATION OR TERMINATION OF THIS LEASE .


| | | | | | ---|---|---|---|---|---|--- | | | | TENANT: | | | | | | NXP SEMICONDUCTORS USA, INC., | | | | a Delaware corporation | | | Date: | | | | By: | |


VWP-BV 1 CHANDLER MIDWAY, LLC,< br/>

VWP-BV 1 CHANDLER MIDWAY , LLC , & lt ; br / & gt ;


WHEREAS, Owner is the owner of that certain Land and Building located at 1954 Commerce Street, Dallas, Texas 75201;

WHEREAS , Owner is the owner of that certain Land and Building located at 1954 Commerce Street , Dallas , Texas 75201 ;


(c) Notwithstanding anything to the contrary set forth herein or in the Lease, for purposes of computing Tenants Excess Basic Costs, the actual Controllable Basic Costs (hereinafter defined) for the first full calendar year following the Base Year shall not increase by more than six percent ( 6% ) over the actual Controllable Basic Costs for the Base Year.Thereafter, the actual Controllable Basic Costs for any calendar year shall not increase by more than six percent( 6% ) over the actual Controllable Basic Costs for the prior calendar year on a cumulative and compounding basis.In other words, actual Controllable Basic Costs for the calendar year following the Base Year (i.e., for calendar year 2019) shall not exceed one hundred six percent ( 106% ) of actual Controllable Basic Costs for the Base Year, and actual Controllable Basic Costs for calendar year 2020 shall not exceed one hundred six percent ( 106% ) of actual Controllable Basic Costs for calendar year 2019. For purposes of this Lease, Controllable Basic Costs shall mean all Basic Costs other than utility expenses, insurance premiums and real estate taxes. ---|--- |

( c ) Notwithstanding anything to the contrary set forth herein or in the Lease , for purposes of computing Tenants Excess Basic Costs , the actual Controllable Basic Costs ( hereinafter defined ) for the first full calendar year following the Base Year shall not increase by more than six percent ( 6 % ) over the actual Controllable Basic Costs for the Base Year . Thereafter , the actual Controllable Basic Costs for any calendar year shall not increase by more than six percent ( 6 % ) over the actual Controllable Basic Costs for the prior calendar year on a cumulative and compounding basis . In other words , actual Controllable Basic Costs for the calendar year following the Base Year ( i . e . , for calendar year 2019 ) shall not exceed one hundred six percent ( 106 % ) of actual Controllable Basic Costs for the Base Year , and actual Controllable Basic Costs for calendar year 2020 shall not exceed one hundred six percent ( 106 % ) of actual Controllable Basic Costs for calendar year 2019 . For purposes of this Lease , Controllable Basic Costs shall mean all Basic Costs other than utility expenses , insurance premiums and real estate taxes . - - - | - - - |


business hours and on normal working days at the office of Landlord in Dallas, Texas.Tenant agrees that any information obtained during an inspection by Tenant of Landlords books of account and records shall be kept in confidence by Tenant and its agents and employees and shall not be disclosed to any other parties, except to Tenants agents, employees, attorneys, accountants and other consultants, and except as required by applicable law or governmental process (including any subpoena).Any auditor retained by Tenant to inspect Landlords books of account and records must be a certified public accounting firm or real estate advisory firm, which firm in each case (i)is of recognized national or regional standing, and (ii)shall not provide the audit services to Tenant on a contingency fee basis.If Tenants inspection establishes that Tenant overpaid Excess Basic Costs, Landlord shall refund such excess to Tenant within thirty (30) days after Landlords receipt of an invoice for the same unless Landlord, in good faith, contests the results of such inspection (in which event such excess, if any, shall be refunded within thirty (30) days after resolution of such contest) or, at Tenants election, Tenant may offset the amount of the overpayment (but not before Landlords contest of the results of the inspection, if any, has been resolved) against Base Rental becoming due.Likewise, if such inspection establishes that Tenant underpaid Excess Basic Costs, Tenant shall pay such deficiency to Landlord within thirty (30) days after receipt of the results of the inspection.Any such inspection by Tenant shall be at Tenants sole cost and expense; provided, however, if any such inspection discloses that Landlord charged Tenant in excess of five percent ( 5% ) more than properly chargeable to Tenant, then Landlord, within thirty (30) days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such inspection by Tenant, not to exceed $5,000.00.In no event shall Tenant be permitted to examine Landlords records or to dispute any Statement of Excess Basic Costs unless Tenant has paid and continues to pay all rent when due; provided, however, that the foregoing shall not be construed to bar such examination if Tenants discontinuation in the payment of rent is based upon Tenants exercise of a right of offset expressly granted to Tenant in this Lease. --- |

business hours and on normal working days at the office of Landlord in Dallas , Texas . Tenant agrees that any information obtained during an inspection by Tenant of Landlords books of account and records shall be kept in confidence by Tenant and its agents and employees and shall not be disclosed to any other parties , except to Tenants agents , employees , attorneys , accountants and other consultants , and except as required by applicable law or governmental process ( including any subpoena ) . Any auditor retained by Tenant to inspect Landlords books of account and records must be a certified public accounting firm or real estate advisory firm , which firm in each case ( i ) is of recognized national or regional standing , and ( ii ) shall not provide the audit services to Tenant on a contingency fee basis . If Tenants inspection establishes that Tenant overpaid Excess Basic Costs , Landlord shall refund such excess to Tenant within thirty ( 30 ) days after Landlords receipt of an invoice for the same unless Landlord , in good faith , contests the results of such inspection ( in which event such excess , if any , shall be refunded within thirty ( 30 ) days after resolution of such contest ) or , at Tenants election , Tenant may offset the amount of the overpayment ( but not before Landlords contest of the results of the inspection , if any , has been resolved ) against Base Rental becoming due . Likewise , if such inspection establishes that Tenant underpaid Excess Basic Costs , Tenant shall pay such deficiency to Landlord within thirty ( 30 ) days after receipt of the results of the inspection . Any such inspection by Tenant shall be at Tenants sole cost and expense ; provided , however , if any such inspection discloses that Landlord charged Tenant in excess of five percent ( 5 % ) more than properly chargeable to Tenant , then Landlord , within thirty ( 30 ) days after its receipt of paid invoices therefor from Tenant , shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such inspection by Tenant , not to exceed $ 5 , 000 . 00 . In no event shall Tenant be permitted to examine Landlords records or to dispute any Statement of Excess Basic Costs unless Tenant has paid and continues to pay all rent when due ; provided , however , that the foregoing shall not be construed to bar such examination if Tenants discontinuation in the payment of rent is based upon Tenants exercise of a right of offset expressly granted to Tenant in this Lease . - - - |


16. Notice to Vacate; Holding Over.If after expiration of the Lease Term or earlier termination of this Lease, Tenant holds over without the prior written consent of Landlord, such continued occupancy by Tenant shall be deemed a tenancy-at-sufferance, and Tenant shall, throughout the entire holdover period, pay Base Rental in an amount equal to one hundred fifty percent (150%) of the Base Rental payable during the last month of the Lease Term, plus all other amounts that would otherwise have been payable hereunder as rent had the Lease Term continued through the period of such holding over by Tenant; provided, however, that (i) the continued occupancy by Tenant during the first three (3) months of any such holdover shall be deemed a month-to-month tenancy in an amount equal to one hundred twenty-five percent (12 5% ) of the Base Rental payable during the last month of the Lease Term, and (ii) Landlords acceptance of any holdover rent payment after such initial three (3) month period shall not constitute nor imply any consent by Landlord to any such holding over by Tenant beyond such period.Notwithstanding the reference herein to a month-to-month tenancy, Landlord shall not in any event be required to provide Tenant with any form of termination notice or notice to vacate; no holding over by Tenant after the expiration of the Lease Term, for such initial three-month period or otherwise, shall be construed to extend the Lease Term; and in the event of any unauthorized holding over beyond such initial three (3) month period, and provided that Landlord has leased all or part of the Premises and provides Tenant with written notice thereof giving Tenant at least three months to vacate prior to incurring any liability, Tenant shall indemnify, defend and hold Landlord harmless from and against all damages resulting from any such holdover (Landlord waiving, however, any right to recover consequential damages which may accrue during the first three (3) months of any such holdover period). ---|--- |

16 . Notice to Vacate ; Holding Over . If after expiration of the Lease Term or earlier termination of this Lease , Tenant holds over without the prior written consent of Landlord , such continued occupancy by Tenant shall be deemed a tenancy-at-sufferance , and Tenant shall , throughout the entire holdover period , pay Base Rental in an amount equal to one hundred fifty percent ( 150 % ) of the Base Rental payable during the last month of the Lease Term , plus all other amounts that would otherwise have been payable hereunder as rent had the Lease Term continued through the period of such holding over by Tenant ; provided , however , that ( i ) the continued occupancy by Tenant during the first three ( 3 ) months of any such holdover shall be deemed a month-to-month tenancy in an amount equal to one hundred twenty-five percent ( 12 5 % ) of the Base Rental payable during the last month of the Lease Term , and ( ii ) Landlords acceptance of any holdover rent payment after such initial three ( 3 ) month period shall not constitute nor imply any consent by Landlord to any such holding over by Tenant beyond such period . Notwithstanding the reference herein to a month-to-month tenancy , Landlord shall not in any event be required to provide Tenant with any form of termination notice or notice to vacate ; no holding over by Tenant after the expiration of the Lease Term , for such initial three-month period or otherwise , shall be construed to extend the Lease Term ; and in the event of any unauthorized holding over beyond such initial three ( 3 ) month period , and provided that Landlord has leased all or part of the Premises and provides Tenant with written notice thereof giving Tenant at least three months to vacate prior to incurring any liability , Tenant shall indemnify , defend and hold Landlord harmless from and against all damages resulting from any such holdover ( Landlord waiving , however , any right to recover consequential damages which may accrue during the first three ( 3 ) months of any such holdover period ) . - - - | - - - |


40. Notice.Any notice , communication, request, reply or advice (hereinafter collectively called notice) provided for in this Lease must be in writing, and shall, unless otherwise expressly provided in this Lease, be given or be served by depositing the same in the United States mail, postpaid and certified and addressed to the party to be notified, with return receipt requested, or by delivering the same in person to an officer of such party, or by consigning the same to a recognized overnight delivery service operating on a nationwide basis, addressed to the party to be notified.Notice deposited in the mail in the manner hereinabove described shall be effective, unless otherwise stated in this Lease, three (3) days after it is so deposited.Notice given in any other manner shall be effective upon delivery.The addresses for the delivery of any notices hereunder shall, until changed as herein provided, be those specified below.A party hereto may change its address by at least fifteen (15) days written notice to the other party delivered in compliance with this paragraph; provided, however, that no such notice shall be effective until actually received by the other party. ---|--- TENANT NOTICE ADDRESS: Before Commencement Date:

40 . Notice . Any notice , communication , request , reply or advice ( hereinafter collectively called notice ) provided for in this Lease must be in writing , and shall , unless otherwise expressly provided in this Lease , be given or be served by depositing the same in the United States mail , postpaid and certified and addressed to the party to be notified , with return receipt requested , or by delivering the same in person to an officer of such party , or by consigning the same to a recognized overnight delivery service operating on a nationwide basis , addressed to the party to be notified . Notice deposited in the mail in the manner hereinabove described shall be effective , unless otherwise stated in this Lease , three ( 3 ) days after it is so deposited . Notice given in any other manner shall be effective upon delivery . The addresses for the delivery of any notices hereunder shall , until changed as herein provided , be those specified below . A party hereto may change its address by at least fifteen ( 15 ) days written notice to the other party delivered in compliance with this paragraph ; provided , however , that no such notice shall be effective until actually received by the other party . - - - | - - - TENANT NOTICE ADDRESS : Before Commencement Date :


with copy to: Dallas Morning News, Inc. 508 Young Street Dallas, Texas 75202 Attn: General Counsel

with copy to : Dallas Morning News , Inc . 508 Young Street Dallas , Texas 75202 Attn : General Counsel


with copy to: Dallas Morning News, Inc. 1954 Commerce Street Dallas, Texas 75201 Attn: General Counsel

with copy to : Dallas Morning News , Inc . 1954 Commerce Street Dallas , Texas 75201 Attn : General Counsel


1914 Commerce Leasing, LLC


53. Brokers.Upon the full execution of this Lease by the parties, Landlord shall pay to Tenants Broker a commission pursuant to the terms of a separate written agreement.Each party (the Representing Party) represents and warrants to the other that the Representing Party has had no dealing with any broker other than Tenants Broker (and Peloton Commercial Real Estate , on behalf of Landlord) in connection with the negotiation or execution of this Lease, and the Representing Party agrees to indemnify the other party, and hold the other party harmless, from any and all costs, expenses or liability for commissions or other compensation claimed by any other broker or agent claiming by, through or under the Representing Party, with respect to this Lease. ---|--- |

53 . Brokers . Upon the full execution of this Lease by the parties , Landlord shall pay to Tenants Broker a commission pursuant to the terms of a separate written agreement . Each party ( the Representing Party ) represents and warrants to the other that the Representing Party has had no dealing with any broker other than Tenants Broker ( and Peloton Commercial Real Estate , on behalf of Landlord ) in connection with the negotiation or execution of this Lease , and the Representing Party agrees to indemnify the other party , and hold the other party harmless , from any and all costs , expenses or liability for commissions or other compensation claimed by any other broker or agent claiming by , through or under the Representing Party , with respect to this Lease . - - - | - - - |


61. Waiver of Jury Trial. LANDLORD AND TENANT HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LEASE OR ANY DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY ARISING OUT OF OR RELATED IN ANY MANNER WITH THE PREMISES (INCLUDING WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS LEASE OR ANY CLAIMS OR DEFENSES ASSERTING THAT THIS LEASE WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE).THIS WAIVER IS A MATERIAL INDUCEMENT FOR LANDLORD AND TENANT TO ENTER AND ACCEPT THIS LEASE. ---|--- |

61 . Waiver of Jury Trial . LANDLORD AND TENANT HEREBY KNOWINGLY , VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON , ARISING OUT OF , UNDER OR IN CONNECTION WITH THIS LEASE OR ANY DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT , COURSE OF DEALINGS , STATEMENTS ( WHETHER ORAL OR WRITTEN ) OR ACTIONS OF EITHER PARTY ARISING OUT OF OR RELATED IN ANY MANNER WITH THE PREMISES ( INCLUDING WITHOUT LIMITATION , ANY ACTION TO RESCIND OR CANCEL THIS LEASE OR ANY CLAIMS OR DEFENSES ASSERTING THAT THIS LEASE WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE ) . THIS WAIVER IS A MATERIAL INDUCEMENT FOR LANDLORD AND TENANT TO ENTER AND ACCEPT THIS LEASE . - - - | - - - |


1914 COMMERCE LEASING LLC , < <sup> br/>

1914 COMMERCE LEASING LLC , & lt ; < sup > br / & gt ;


SUBLEASE AGREEMENT (TX)Signature Page

SUBLEASE AGREEMENT ( TX ) Signature Page


495 Java Drive Associates, L.P.


Dated as of April 18, 2013


Prior to the Commencement Date: 433 California Street, Suite 1100 San Francisco, CA 94104 Attention: Jim Frankola

Prior to the Commencement Date : 433 California Street , Suite 1100 San Francisco , CA 94104 Attention : Jim Frankola


Two (2) separate buildings (each, a Building and collectively, the Buildings), having addresses of 1001 Page Mill Road, Building #2 (Building 2) and Building #3 (Building 3), in Palo Alto, California, as identified on the Site Plan attached hereto as Exhibit A. | ---|--- Project:

Two ( 2 ) separate buildings ( each , a Building and collectively , the Buildings ) , having addresses of 1001 Page Mill Road , Building # 2 ( Building 2 ) and Building # 3 ( Building 3 ) , in Palo Alto , California , as identified on the Site Plan attached hereto as Exhibit A . | - - - | - - - Project :


2. OCCUPANCY AND USE. Tenant may use and occupy the Premises for the Permitted Uses specified in the Basic Lease Information and for no other use or purpose without the prior written consent of Landlord. Landlord shall have the right to grant or withhold consent to a proposed change of use in its sole discretion. Tenant shall be entitled to the use on a nonexclusive basis of the Common Area with other occupants of the Project for so long as Landlord continues to own the Project in accordance with the Rules and Regulations established by Landlord from time to time; provided, however, that if Landlord reconfigures the Project or sells a portion of the Project, Landlord shall assure to Tenant that Tenant shall continue to have reasonable access to the Premises and the Minimum Parking as specified in Paragraph 33 through a reciprocal easement agreement or other like mechanism. Notwithstanding the above, Tenant understands and agrees that (a) that certain Restated and Amended Lease dated March 30, 1999 by and between The Board of Trustees of the Leland Stanford Junior University, as lessor (Ground Lessor), and Varian Associates, Inc., a Delaware corporation (Varian), as lessee, the interest of Varian having been assigned to Landlord under that certain Assignment and Assumption of Lessees Interest in Lease dated March 30, 1999, a Memorandum of which was recorded on March 30, 1999 as instrument no. 14729321 in the Office of the County Recorder of Santa Clara County, California (the Ground Lease), and (b) certain other easements, covenants, conditions, restrictions, and access agreements recorded in the official records of Santa Clara County (collectively, including the Ground Lease, the Encumbrances) encumber the Land and Project, and that Tenants occupancy and use of the Premises and use of the Common Area may be restricted by such Encumbrances. If necessary, Tenant shall execute such documents as are reasonably necessary to cause this Lease to become subordinate to such encumbrances, subject to customary non-disturbance provisions to the extent provided for, and obtainable by Tenant, under the express terms of the applicable Encumbrance (other than the Ground Lease).

2 . OCCUPANCY AND USE . Tenant may use and occupy the Premises for the Permitted Uses specified in the Basic Lease Information and for no other use or purpose without the prior written consent of Landlord . Landlord shall have the right to grant or withhold consent to a proposed change of use in its sole discretion . Tenant shall be entitled to the use on a nonexclusive basis of the Common Area with other occupants of the Project for so long as Landlord continues to own the Project in accordance with the Rules and Regulations established by Landlord from time to time ; provided , however , that if Landlord reconfigures the Project or sells a portion of the Project , Landlord shall assure to Tenant that Tenant shall continue to have reasonable access to the Premises and the Minimum Parking as specified in Paragraph 33 through a reciprocal easement agreement or other like mechanism . Notwithstanding the above , Tenant understands and agrees that ( a ) that certain Restated and Amended Lease dated March 30 , 1999 by and between The Board of Trustees of the Leland Stanford Junior University , as lessor ( Ground Lessor ) , and Varian Associates , Inc . , a Delaware corporation ( Varian ) , as lessee , the interest of Varian having been assigned to Landlord under that certain Assignment and Assumption of Lessees Interest in Lease dated March 30 , 1999 , a Memorandum of which was recorded on March 30 , 1999 as instrument no . 14729321 in the Office of the County Recorder of Santa Clara County , California ( the Ground Lease ) , and ( b ) certain other easements , covenants , conditions , restrictions , and access agreements recorded in the official records of Santa Clara County ( collectively , including the Ground Lease , the Encumbrances ) encumber the Land and Project , and that Tenants occupancy and use of the Premises and use of the Common Area may be restricted by such Encumbrances . If necessary , Tenant shall execute such documents as are reasonably necessary to cause this Lease to become subordinate to such encumbrances , subject to customary non-disturbance provisions to the extent provided for , and obtainable by Tenant , under the express terms of the applicable Encumbrance ( other than the Ground Lease ) .


Compliance with Laws. All of the Tenant Improvements shall be installed in compliance with all applicable Laws, including, without limitation, and as applicable, the Americans with Disabilities Act ; provided, however, that Landlord shall be responsible for correcting any condition with respect to the exterior of the Buildings and Common Area (including ingress and egress to the Buildings) that is in violation of applicable Laws as of the date of this Lease unless the requirement that such condition be corrected is triggered by (a) the installation, use or operation of the Tenant Improvements or any of Tenants Trade Fixtures or personal property; (b) the acts or omissions of any of the Tenant Parties; or (c) the particular use or particular occupancy or manner of use or occupancy of the Premises by the Tenant Parties (not applicable to office space in general) or by the cumulative effect of (a), (b) and/or (c) collectively. All costs of such compliance (other than Landlords express obligations in the preceding sentence) shall be paid for by Tenant (subject to Paragraph 9(b)). Landlords review and approval of Tenants Plans shall not imply Landlords review of the quality, design, code compliance or similar matters with respect to the Tenant Improvements; accordingly, notwithstanding that Tenants Plans are reviewed by Landlord or its agent and notwithstanding any advice or assistance that may be rendered to Tenant by Landlord or Landlords agents, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in Tenants Plans. | ---|--- 7.

Compliance with Laws . All of the Tenant Improvements shall be installed in compliance with all applicable Laws , including , without limitation , and as applicable , the Americans with Disabilities Act ; provided , however , that Landlord shall be responsible for correcting any condition with respect to the exterior of the Buildings and Common Area ( including ingress and egress to the Buildings ) that is in violation of applicable Laws as of the date of this Lease unless the requirement that such condition be corrected is triggered by ( a ) the installation , use or operation of the Tenant Improvements or any of Tenants Trade Fixtures or personal property ; ( b ) the acts or omissions of any of the Tenant Parties ; or ( c ) the particular use or particular occupancy or manner of use or occupancy of the Premises by the Tenant Parties ( not applicable to office space in general ) or by the cumulative effect of ( a ) , ( b ) and / or ( c ) collectively . All costs of such compliance ( other than Landlords express obligations in the preceding sentence ) shall be paid for by Tenant ( subject to Paragraph 9 ( b ) ) . Landlords review and approval of Tenants Plans shall not imply Landlords review of the quality , design , code compliance or similar matters with respect to the Tenant Improvements ; accordingly , notwithstanding that Tenants Plans are reviewed by Landlord or its agent and notwithstanding any advice or assistance that may be rendered to Tenant by Landlord or Landlords agents , Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in Tenants Plans . | - - - | - - - 7 .


Confirmation of Building Commencement Date under the Lease Agreement by and between 495 Java Drive Associates, LP and Cloudera , Inc., dated as of , 2013 (the Lease) Dear Sirs:

Confirmation of Building Commencement Date under the Lease Agreement by and between 495 Java Drive Associates , LP and Cloudera , Inc . , dated as of , 2013 ( the Lease ) Dear Sirs :


THIS SUBLEASE AGREEMENT (Sublease) is entered into effective February, 2014 (the Effective Date) by and between StumbleUpon, Inc. a Delaware corporation (Sublessor) and Okta, Inc. , a Delaware corporation (Sublessee), and is made with respect to the following facts and circumstances.

THIS SUBLEASE AGREEMENT ( Sublease ) is entered into effective February , 2014 ( the Effective Date ) by and between StumbleUpon , Inc . a Delaware corporation ( Sublessor ) and Okta , Inc . , a Delaware corporation ( Sublessee ) , and is made with respect to the following facts and circumstances .


A. Kilroy Realty, L.P. , a Delaware limited partnership (Landlord) is the owner of that certain office building commonly known as 301 Brannan Street, San Francisco, California (the Building). As of the Sublease Commencement Date (as defined in Section3 below), Sublessor will be leasing directly from Landlord the 2nd, 3rd, 4th, 5th and 6th floors of the Building (collectively, the Master Premises) pursuant to that certain Office Lease dated December15, 2011 (the Master Lease). A true and correct copy of the Master Lease is attached hereto as Exhibit A.

A . Kilroy Realty , L . P . , a Delaware limited partnership ( Landlord ) is the owner of that certain office building commonly known as 301 Brannan Street , San Francisco , California ( the Building ) . As of the Sublease Commencement Date ( as defined in Section3 below ) , Sublessor will be leasing directly from Landlord the 2nd , 3rd , 4th , 5th and 6th floors of the Building ( collectively , the Master Premises ) pursuant to that certain Office Lease dated December15 , 2011 ( the Master Lease ) . A true and correct copy of the Master Lease is attached hereto as Exhibit A .


B. Sublessee is in possession of 37,815 rentable square feet located on the 3rd, 4th, and 5th floors of the Building (collectively, the Subleased Premises) pursuant to an existing sublease and an existing sub-sublease, and certain amendments thereto, all of which existing agreements (the Existing Agreements) expire on June30, 2014 .

B . Sublessee is in possession of 37 , 815 rentable square feet located on the 3rd , 4th , and 5th floors of the Building ( collectively , the Subleased Premises ) pursuant to an existing sublease and an existing sub-sublease , and certain amendments thereto , all of which existing agreements ( the Existing Agreements ) expire on June30 , 2014 .


thereof and, in any event, reimburse Sublessee for its amount of overpayment within thirty (30)days after receipt thereof by Sublessor. Sublessees Share shall be 60.17% of Tenants Share of all Additional Rent payable by Sublessor under the Master Lease. Sublessees Share is determined by dividing the rentable square footage of the Subleased Premises (i.e., 37,815 rentable square feet) by the rentable square footage of the Master Premises (i.e., 62,852 rentable square feet).

thereof and , in any event , reimburse Sublessee for its amount of overpayment within thirty ( 30 ) days after receipt thereof by Sublessor . Sublessees Share shall be 60 . 17 % of Tenants Share of all Additional Rent payable by Sublessor under the Master Lease . Sublessees Share is determined by dividing the rentable square footage of the Subleased Premises ( i . e . , 37 , 815 rentable square feet ) by the rentable square footage of the Master Premises ( i . e . , 62 , 852 rentable square feet ) .


5\. Sublessee shall, in lieu of a security deposit, deliver to Sublessor a letter of credit from Silicon Valley Bank substantially in the form attached hereto as Exhibit B (or otherwise in a commercially reasonable form) in the amount of $688,106.92. Sublessee shall deliver the letter of credit to Sublessor not later than the Sublease Commencement Date. Sublessor shall not be obligated to return the letter of credit until (and it shall not expire before) such time as Sublessor has confirmed after expiration of the Term that Sublessee has paid all rent, utility charges, Pass Through Costs and Additional Rent and other expenses of the Subleased Premises which are Sublessees responsibility hereunder and has returned the Subleased Premises to Sublessor in good condition and repair, excepting only normal wear and tear, casualty damage and repairs which are not the obligation of Sublessee under this Sublease but in no event later than thirty (30)days after the expiration date of this Sublease. Sublessor shall have the right to draw against the letter of credit any amount reasonably required to cure any default, beyond applicable notice and cure periods, by Sublessee under this Sublease, including to restore the Subleased Premises to such required condition at the end of the Term in the event Sublessee fails to do so. Sublessee shall pay all expenses, points and/or fees incurred by Sublessee in obtaining the letter of credit and any renewal, extension or replacement thereof. If, (i)(A) Sublessor receives notice from the issuing bank of its intention not to renew the letter of credit and (B)Sublessee fails to deliver a replacement letter of credit at least five (5)business days prior to the expiration of the then existing letter of credit or (ii)Sublessee fails to deliver a renewal or replacement letter of credit (it being agreed that any replacement letter of credit shall satisfy the requirements of this Section5) at least five (5)business days prior to the expiration of the then existing letter of credit, then Sublessor shall be entitled to draw the full face amount of the letter of credit and retain such amount as an additional security deposit hereunder in lieu of the letter of credit. If Sublessor draws upon any part of the letter of credit and/or applies or retains any portion or all of the amount received from such draw, Sublessee, within three (3)business days after receipt of written demand, shall restore the face amount of the letter of credit or deposit with Landlord cash equal to the amount so applied or retained. For the purposes of the definition of default under this Section5, the terms of the Master Lease are hereby incorporated herein as applicable between Sublessor and Sublessee. The letter of credit shall be reduced (through a replacement letter of credit) by $ 172,026.73 following the eighteenth (18 ) month of the Term, and by an

5 \ . Sublessee shall , in lieu of a security deposit , deliver to Sublessor a letter of credit from Silicon Valley Bank substantially in the form attached hereto as Exhibit B ( or otherwise in a commercially reasonable form ) in the amount of $ 688 , 106 . 92 . Sublessee shall deliver the letter of credit to Sublessor not later than the Sublease Commencement Date . Sublessor shall not be obligated to return the letter of credit until ( and it shall not expire before ) such time as Sublessor has confirmed after expiration of the Term that Sublessee has paid all rent , utility charges , Pass Through Costs and Additional Rent and other expenses of the Subleased Premises which are Sublessees responsibility hereunder and has returned the Subleased Premises to Sublessor in good condition and repair , excepting only normal wear and tear , casualty damage and repairs which are not the obligation of Sublessee under this Sublease but in no event later than thirty ( 30 ) days after the expiration date of this Sublease . Sublessor shall have the right to draw against the letter of credit any amount reasonably required to cure any default , beyond applicable notice and cure periods , by Sublessee under this Sublease , including to restore the Subleased Premises to such required condition at the end of the Term in the event Sublessee fails to do so . Sublessee shall pay all expenses , points and / or fees incurred by Sublessee in obtaining the letter of credit and any renewal , extension or replacement thereof . If , ( i ) ( A ) Sublessor receives notice from the issuing bank of its intention not to renew the letter of credit and ( B ) Sublessee fails to deliver a replacement letter of credit at least five ( 5 ) business days prior to the expiration of the then existing letter of credit or ( ii ) Sublessee fails to deliver a renewal or replacement letter of credit ( it being agreed that any replacement letter of credit shall satisfy the requirements of this Section5 ) at least five ( 5 ) business days prior to the expiration of the then existing letter of credit , then Sublessor shall be entitled to draw the full face amount of the letter of credit and retain such amount as an additional security deposit hereunder in lieu of the letter of credit . If Sublessor draws upon any part of the letter of credit and / or applies or retains any portion or all of the amount received from such draw , Sublessee , within three ( 3 ) business days after receipt of written demand , shall restore the face amount of the letter of credit or deposit with Landlord cash equal to the amount so applied or retained . For the purposes of the definition of default under this Section5 , the terms of the Master Lease are hereby incorporated herein as applicable between Sublessor and Sublessee . The letter of credit shall be reduced ( through a replacement letter of credit ) by $ 172 , 026 . 73 following the eighteenth ( 18 ) month of the Term , and by an


301 Brannan Street, Suite 500


One Bush Street, Suite 400


occurred (although the Initial Lease Commencement Date shall not actually occur until the occurrence of the same pursuant to the terms of Section3.2 of the Summary) upon such occupancy of the Initial Premises by Tenant. Tenant acknowledges that Tenant currently occupies the Must-Take Space pursuant to that certain Sublease dated as of December8, 2010, as amended by the certain First Amendment to Sublease dated as of June23, 2011 (together, the Sublease) by and between Slide, Inc., a Delaware corporation, as predecessor-in-interest to Google, Inc., a Delaware corporation (Sublandlord), as sublandlord, and Tenant, as subtenant. The term of the Sublease of the Must-Take Space is scheduled to expire on May31, 2014. The term of Sublandlords lease of the Must-Take Space is scheduled to expire on June30, 2014 , which is after the expiration of the Sublease but prior to the Must-Take Lease Commencement Date. Accordingly, Tenant hereby agrees that (i)Tenant shall be solely responsible for making arrangements with Sublandlord regarding Tenants continued occupancy of the Must-Take Space prior to the Must-Take Lease Commencement Date, and (ii)if Landlord does not tender possession of the Must-Take Space to Tenant on or before the Must-Take Lease Commencement Date or any other particular date, for any reason whatsoever (including, without limitation, if Sublandlord retakes possession of the Must-Take Space prior to the Must-Take Lease Commencement Date and thereafter holds over in the Must-Take Space), Landlord shall not be liable for any damage thereby, and this Lease shall not be void or voidable thereby, in which case Base Rent shall not commence to be payable with respect to the Must-Take Space until Landlord tenders possession of the Must-Take Space to Tenant. For purposes of this Lease, the term Lease Year shall mean each consecutive twelve (12)month period during the Lease Term; provided, however, that the first Lease Year shall commence on the Initial Lease Commencement Date and end on the last day of the month in which the first anniversary of the Initial Lease Commencement Date occurs and the second and each succeeding Lease Year shall commence on the first day of the next calendar month; and further provided that the last Lease Year shall end on the Lease Expiration Date. At any time during the Lease Term, Landlord may deliver to Tenant a notice in the form as set forth in Exhibit F, attached hereto, as a confirmation only of the information set forth therein, which Tenant shall execute and return to Landlord within five (5)days of receipt thereof.

occurred ( although the Initial Lease Commencement Date shall not actually occur until the occurrence of the same pursuant to the terms of Section3 . 2 of the Summary ) upon such occupancy of the Initial Premises by Tenant . Tenant acknowledges that Tenant currently occupies the Must-Take Space pursuant to that certain Sublease dated as of December8 , 2010 , as amended by the certain First Amendment to Sublease dated as of June23 , 2011 ( together , the Sublease ) by and between Slide , Inc . , a Delaware corporation , as predecessor-in-interest to Google , Inc . , a Delaware corporation ( Sublandlord ) , as sublandlord , and Tenant , as subtenant . The term of the Sublease of the Must-Take Space is scheduled to expire on May31 , 2014 . The term of Sublandlords lease of the Must-Take Space is scheduled to expire on June30 , 2014 , which is after the expiration of the Sublease but prior to the Must-Take Lease Commencement Date . Accordingly , Tenant hereby agrees that ( i ) Tenant shall be solely responsible for making arrangements with Sublandlord regarding Tenants continued occupancy of the Must-Take Space prior to the Must-Take Lease Commencement Date , and ( ii ) if Landlord does not tender possession of the Must-Take Space to Tenant on or before the Must-Take Lease Commencement Date or any other particular date , for any reason whatsoever ( including , without limitation , if Sublandlord retakes possession of the Must-Take Space prior to the Must-Take Lease Commencement Date and thereafter holds over in the Must-Take Space ) , Landlord shall not be liable for any damage thereby , and this Lease shall not be void or voidable thereby , in which case Base Rent shall not commence to be payable with respect to the Must-Take Space until Landlord tenders possession of the Must-Take Space to Tenant . For purposes of this Lease , the term Lease Year shall mean each consecutive twelve ( 12 ) month period during the Lease Term ; provided , however , that the first Lease Year shall commence on the Initial Lease Commencement Date and end on the last day of the month in which the first anniversary of the Initial Lease Commencement Date occurs and the second and each succeeding Lease Year shall commence on the first day of the next calendar month ; and further provided that the last Lease Year shall end on the Lease Expiration Date . At any time during the Lease Term , Landlord may deliver to Tenant a notice in the form as set forth in Exhibit F , attached hereto , as a confirmation only of the information set forth therein , which Tenant shall execute and return to Landlord within five ( 5 ) days of receipt thereof .


2.2.3 Exercise of Option. The option contained in this Section2.2 shall be exercised by Tenant, if at all, only in the manner set forth in this Section2.2. Tenant shall deliver notice (the Exercise Notice) to Landlord not more than twelve (12)months nor less than nine (9)months prior to the expiration of the initial Lease Term or initial Option Term, as applicable, stating that Tenant is exercising its option. Concurrently with such Exercise Notice, Tenant shall deliver to Landlord Tenants calculation of the Market Rent (the Tenants Option Rent Calculation). Landlord shall deliver notice (the Landlord Response Notice) to Tenant within thirty (30)days after receipt of Tenants Exercise Notice (the Landlord Response Date), stating that (A)Landlord is accepting Tenants Option Rent Calculation as the Market Rent, or (B)rejecting Tenants Option Rent Calculation and setting forth Landlords calculation of the Market Rent (the Landlords Option Rent Calculation). Within ten (10)business days of its receipt of the Landlord Response Notice, Tenant may, at its option, accept the Market Rent contained in the Landlords Option Rent Calculation. If Tenant does not affirmatively accept or Tenant rejects the Market Rent specified in the Landlords Option Rent Calculation, the parties shall follow the procedure set forth in Section2.2.4 below, and the Market Rent shall be determined in accordance with the terms of Section2.2.4 below.

2 . 2 . 3 Exercise of Option . The option contained in this Section2 . 2 shall be exercised by Tenant , if at all , only in the manner set forth in this Section2 . 2 . Tenant shall deliver notice ( the Exercise Notice ) to Landlord not more than twelve ( 12 ) months nor less than nine ( 9 ) months prior to the expiration of the initial Lease Term or initial Option Term , as applicable , stating that Tenant is exercising its option . Concurrently with such Exercise Notice , Tenant shall deliver to Landlord Tenants calculation of the Market Rent ( the Tenants Option Rent Calculation ) . Landlord shall deliver notice ( the Landlord Response Notice ) to Tenant within thirty ( 30 ) days after receipt of Tenants Exercise Notice ( the Landlord Response Date ) , stating that ( A ) Landlord is accepting Tenants Option Rent Calculation as the Market Rent , or ( B ) rejecting Tenants Option Rent Calculation and setting forth Landlords calculation of the Market Rent ( the Landlords Option Rent Calculation ) . Within ten ( 10 ) business days of its receipt of the Landlord Response Notice , Tenant may , at its option , accept the Market Rent contained in the Landlords Option Rent Calculation . If Tenant does not affirmatively accept or Tenant rejects the Market Rent specified in the Landlords Option Rent Calculation , the parties shall follow the procedure set forth in Section2 . 2 . 4 below , and the Market Rent shall be determined in accordance with the terms of Section2 . 2 . 4 below .


4.2.5.2 Tax Expenses shall include, without limitation: (i)Any tax on the rent, right to rent or other income from the Project, or any portion thereof, or as against the business of leasing the Project, or any portion thereof; (ii)Any assessment, tax, fee, levy or charge in addition to, or in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the definition of real property tax, it being acknowledged by Tenant and Landlord that Proposition 13 was adopted by the voters of the State of California in the June 1978 election (Proposition13) and that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services formerly provided without charge to property owners or occupants, and, in further recognition of the decrease in the level and quality of governmental services and amenities as a result of Proposition 13, Tax Expenses shall also include any governmental or private assessments or the Projects contribution towards a governmental or private cost-sharing agreement for the purpose of augmenting or improving the quality of services and amenities normally provided by governmental agencies; (iii)Any assessment, tax, fee, levy, or charge allocable to or measured by the area of the Premises or the Rent payable hereunder, including, without limitation, any business or gross income tax or excise tax with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof. Any documentary transfer tax or other similar assessment, tax, fee, levy or charge, upon the consummation of this transaction (as opposed to the Rent payable hereunder) or any document to which Landlord and Tenant are parties, creating or transferring an interest or an estate in the Premises (as opposed to any document executed in connection with a Transfer as that term is defined in Section14.1, below) shall be excluded from Tax Expenses; provided, however, Tenant shall be responsible for any rent tax, sales tax, service tax, transfer tax, value added tax or other applicable tax on the Rent payable hereunder pursuant to Section4.5.3 below.

4 . 2 . 5 . 2 Tax Expenses shall include , without limitation : ( i ) Any tax on the rent , right to rent or other income from the Project , or any portion thereof , or as against the business of leasing the Project , or any portion thereof ; ( ii ) Any assessment , tax , fee , levy or charge in addition to , or in substitution , partially or totally , of any assessment , tax , fee , levy or charge previously included within the definition of real property tax , it being acknowledged by Tenant and Landlord that Proposition 13 was adopted by the voters of the State of California in the June 1978 election ( Proposition13 ) and that assessments , taxes , fees , levies and charges may be imposed by governmental agencies for such services as fire protection , street , sidewalk and road maintenance , refuse removal and for other governmental services formerly provided without charge to property owners or occupants , and , in further recognition of the decrease in the level and quality of governmental services and amenities as a result of Proposition 13 , Tax Expenses shall also include any governmental or private assessments or the Projects contribution towards a governmental or private cost-sharing agreement for the purpose of augmenting or improving the quality of services and amenities normally provided by governmental agencies ; ( iii ) Any assessment , tax , fee , levy , or charge allocable to or measured by the area of the Premises or the Rent payable hereunder , including , without limitation , any business or gross income tax or excise tax with respect to the receipt of such rent , or upon or with respect to the possession , leasing , operating , management , maintenance , alteration , repair , use or occupancy by Tenant of the Premises , or any portion thereof . Any documentary transfer tax or other similar assessment , tax , fee , levy or charge , upon the consummation of this transaction ( as opposed to the Rent payable hereunder ) or any document to which Landlord and Tenant are parties , creating or transferring an interest or an estate in the Premises ( as opposed to any document executed in connection with a Transfer as that term is defined in Section14 . 1 , below ) shall be excluded from Tax Expenses ; provided , however , Tenant shall be responsible for any rent tax , sales tax , service tax , transfer tax , value added tax or other applicable tax on the Rent payable hereunder pursuant to Section4 . 5 . 3 below .


5.2 Prohibited Uses. The uses prohibited under this Lease shall include, without limitation, use of the Premises or a portion thereof for (i)offices of any agency or bureau of the United States or any state or political subdivision thereof; (ii)offices or agencies of any foreign governmental or political subdivision thereof; (iii)medical offices of any health care professionals or service organization; (iv)schools or other training facilities which are not ancillary to corporate, executive or professional office use; (v)retail or restaurant uses; or (vi)communications firms such as radio and/or television stations. Tenant shall not allow occupancy density of use of the Premises which is greater than one (1)person per one hundred twenty-five (125)rentable square feet of the Premises. Tenant further covenants and agrees that Tenant shall not use, or suffer or permit any person or persons to use, the Premises or any part thereof for any use or purpose contrary to the provisions of the Rules and Regulations set forth in Exhibit D, attached hereto, or in violation of the laws of the United States of America, the State of California , or the ordinances, regulations or requirements of the local municipal or county governing body or other lawful authorities having jurisdiction over the Project) including, without limitation, any such laws, ordinances, regulations or requirements relating to hazardous materials or substances, as those terms are defined by applicable laws now or hereafter in effect; provided, however, Landlord shall not enforce, change or modify the Rules and Regulations in a discriminatory manner and Landlord agrees that the Rules and Regulations shall not be unreasonably modified or enforced in a manner which will unreasonably interfere with the normal and customary conduct of Tenants business or materially increase Tenants economic obligations under this Lease. Tenant shall not do or permit anything to be done in or about the Premises which will in any way damage the reputation of the Project or obstruct or interfere with the rights of other tenants or occupants of the Building, or injure or annoy them or use or allow the Premises to be used for any improper, unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises.

5 . 2 Prohibited Uses . The uses prohibited under this Lease shall include , without limitation , use of the Premises or a portion thereof for ( i ) offices of any agency or bureau of the United States or any state or political subdivision thereof ; ( ii ) offices or agencies of any foreign governmental or political subdivision thereof ; ( iii ) medical offices of any health care professionals or service organization ; ( iv ) schools or other training facilities which are not ancillary to corporate , executive or professional office use ; ( v ) retail or restaurant uses ; or ( vi ) communications firms such as radio and / or television stations . Tenant shall not allow occupancy density of use of the Premises which is greater than one ( 1 ) person per one hundred twenty-five ( 125 ) rentable square feet of the Premises . Tenant further covenants and agrees that Tenant shall not use , or suffer or permit any person or persons to use , the Premises or any part thereof for any use or purpose contrary to the provisions of the Rules and Regulations set forth in Exhibit D , attached hereto , or in violation of the laws of the United States of America , the State of California , or the ordinances , regulations or requirements of the local municipal or county governing body or other lawful authorities having jurisdiction over the Project ) including , without limitation , any such laws , ordinances , regulations or requirements relating to hazardous materials or substances , as those terms are defined by applicable laws now or hereafter in effect ; provided , however , Landlord shall not enforce , change or modify the Rules and Regulations in a discriminatory manner and Landlord agrees that the Rules and Regulations shall not be unreasonably modified or enforced in a manner which will unreasonably interfere with the normal and customary conduct of Tenants business or materially increase Tenants economic obligations under this Lease . Tenant shall not do or permit anything to be done in or about the Premises which will in any way damage the reputation of the Project or obstruct or interfere with the rights of other tenants or occupants of the Building , or injure or annoy them or use or allow the Premises to be used for any improper , unlawful or objectionable purpose , nor shall Tenant cause , maintain or permit any nuisance in , on or about the Premises .


10.3.2 Property Insurance covering (i)all office furniture, personal property, business and trade fixtures, office equipment, free-standing cabinet work, movable partitions, merchandise and all other items of Tenants business personal property on the Premises installed by, for, or at the expense of Tenant, (ii)the Improvements, as that term is defined in Section2.1 of the Work Letter, and (iii)all Alterations performed in the Premises. Such insurance shall be written on a Special Form basis, for the full replacement cost value (subject to reasonable deductible amounts), without deduction for depreciation of the covered items and in amounts that meet any co-insurance clauses of the policies of insurance and shall include coverage for (a)all perils included in the CP 10 30 04 02 Coverage Special Form, and (b)water damage from any cause whatsoever, including, but not limited to, backup or overflow from sprinkler leakage, bursting, leaking or stoppage of any pipes, explosion, and backup or overflow from sewers or drains.

10 . 3 . 2 Property Insurance covering ( i ) all office furniture , personal property , business and trade fixtures , office equipment , free-standing cabinet work , movable partitions , merchandise and all other items of Tenants business personal property on the Premises installed by , for , or at the expense of Tenant , ( ii ) the Improvements , as that term is defined in Section2 . 1 of the Work Letter , and ( iii ) all Alterations performed in the Premises . Such insurance shall be written on a Special Form basis , for the full replacement cost value ( subject to reasonable deductible amounts ) , without deduction for depreciation of the covered items and in amounts that meet any co-insurance clauses of the policies of insurance and shall include coverage for ( a ) all perils included in the CP 10 30 04 02 Coverage Special Form , and ( b ) water damage from any cause whatsoever , including , but not limited to , backup or overflow from sprinkler leakage , bursting , leaking or stoppage of any pipes , explosion , and backup or overflow from sewers or drains .


10.3.3 Property Insurance Subrogation. Landlord and Tenant intend that their respective property loss risks shall be borne by insurance carriers to the extent above provided (and, in the case of Tenant, by an insurance carrier satisfying the requirements of Section10.4(i) below), and Landlord and Tenant hereby agree to look solely to, and seek recovery only from, their respective insurance carriers in the event of a property loss to the extent that such coverage is agreed to be provided hereunder. The parties each hereby waive all rights and claims against each other for such losses, and waive all rights of subrogation of their respective insurers. Landlord and Tenant hereby represent and warrant that their respective all risk property insurance policies include a waiver of (i)subrogation by the insurers, and (ii)all rights based upon an assignment from its insured, against Landlord and/or any of the Landlord Parties or Tenant and/or any of the Tenant Parties (as the case may be) in connection with any property loss risk thereby insured against. Tenant will cause all other occupants of the Premises claiming by, under, or through Tenant to execute and deliver to Landlord a waiver of claims similar to the waiver in this Section10.3.3 and to obtain such waiver of subrogation rights endorsements. If either party hereto fails to maintain the waivers set forth in items (i)and (ii)above, the party not maintaining the requisite waivers shall indemnify, defend, protect, and hold harmless the other party for, from and against any and all claims, losses, costs, damages, expenses and liabilities (including, without limitation, court costs and reasonable attorneys fees) arising out of, resulting from, or relating to, such failure.

10 . 3 . 3 Property Insurance Subrogation . Landlord and Tenant intend that their respective property loss risks shall be borne by insurance carriers to the extent above provided ( and , in the case of Tenant , by an insurance carrier satisfying the requirements of Section10 . 4 ( i ) below ) , and Landlord and Tenant hereby agree to look solely to , and seek recovery only from , their respective insurance carriers in the event of a property loss to the extent that such coverage is agreed to be provided hereunder . The parties each hereby waive all rights and claims against each other for such losses , and waive all rights of subrogation of their respective insurers . Landlord and Tenant hereby represent and warrant that their respective all risk property insurance policies include a waiver of ( i ) subrogation by the insurers , and ( ii ) all rights based upon an assignment from its insured , against Landlord and / or any of the Landlord Parties or Tenant and / or any of the Tenant Parties ( as the case may be ) in connection with any property loss risk thereby insured against . Tenant will cause all other occupants of the Premises claiming by , under , or through Tenant to execute and deliver to Landlord a waiver of claims similar to the waiver in this Section10 . 3 . 3 and to obtain such waiver of subrogation rights endorsements . If either party hereto fails to maintain the waivers set forth in items ( i ) and ( ii ) above , the party not maintaining the requisite waivers shall indemnify , defend , protect , and hold harmless the other party for , from and against any and all claims , losses , costs , damages , expenses and liabilities ( including , without limitation , court costs and reasonable attorneys fees ) arising out of , resulting from , or relating to , such failure .


10.7 Landlords Fire, Casualty , and Liability Insurance.

10 . 7 Landlords Fire , Casualty , and Liability Insurance .


the holder of a mortgage on the Building or Project or any other modifications to the Common Areas deemed desirable by Landlord, which are consistent with the character of the Project, provided that access to the Premises and any common restrooms serving the Premises shall not be materially impaired. Notwithstanding any other provision of this Lease, upon the occurrence of any damage to the Premises, upon notice (the Landlord Repair Notice) to Tenant from Landlord, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable to Tenant under Tenants insurance required to be carried under items (ii)and (iii)of Section10.3.2 of this Lease with respect to the Improvements and any Alterations, and Landlord shall repair any injury or damage to the Improvements and such Alterations installed in the Premises and shall return such Improvements and such Alterations to their original condition; provided that if the cost of repair to the Improvements and such Alterations by Landlord exceeds the amount of insurance proceeds received by Landlord from Tenants insurance carrier, as assigned by Tenant, the cost of such repairs shall be paid by Tenant to Landlord prior to Landlords commencement of repair of the damage. In the event that Landlord does not deliver the Landlord Repair Notice within sixty (60)days following the date the casualty becomes known to Landlord, Tenant shall, at its sole cost and expense, repair any injury or damage to the Improvements installed in the Premises and shall return such Improvements to their original condition. Whether or not Landlord delivers a Landlord Repair Notice, prior to the commencement of construction, Tenant shall submit to Landlord, for Landlords review and approval, all plans, specifications and working drawings relating thereto, and Landlord shall select the contractors to perform such improvement work. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenants business resulting in any way from such damage or the repair thereof; provided however, that if such fire or other casualty shall have damaged the Premises or Common Areas necessary to Tenants occupancy, and if such damage is not the result of the willful misconduct of Tenant or Tenants employees, contractors, licensees, or invitees, Landlord shall allow Tenant a proportionate abatement of Rent during the time and to the extent the Premises are unfit for occupancy, which proportionality shall be based on the ratio that the amount of rentable square feet of the Premises which is unfit for occupancy for the purposes permitted under this Lease and not occupied by Tenant as a result thereof bears to the total rentable square feet of the Premises. In the event that Landlord shall not deliver the Landlord Repair Notice, Tenants right to rent abatement pursuant to the preceding sentence shall terminate as of the date which is reasonably determined by Landlord to be the date Tenant should have completed repairs to the Premises assuming Tenant used reasonable due diligence in connection therewith.

the holder of a mortgage on the Building or Project or any other modifications to the Common Areas deemed desirable by Landlord , which are consistent with the character of the Project , provided that access to the Premises and any common restrooms serving the Premises shall not be materially impaired . Notwithstanding any other provision of this Lease , upon the occurrence of any damage to the Premises , upon notice ( the Landlord Repair Notice ) to Tenant from Landlord , Tenant shall assign to Landlord ( or to any party designated by Landlord ) all insurance proceeds payable to Tenant under Tenants insurance required to be carried under items ( ii ) and ( iii ) of Section10 . 3 . 2 of this Lease with respect to the Improvements and any Alterations , and Landlord shall repair any injury or damage to the Improvements and such Alterations installed in the Premises and shall return such Improvements and such Alterations to their original condition ; provided that if the cost of repair to the Improvements and such Alterations by Landlord exceeds the amount of insurance proceeds received by Landlord from Tenants insurance carrier , as assigned by Tenant , the cost of such repairs shall be paid by Tenant to Landlord prior to Landlords commencement of repair of the damage . In the event that Landlord does not deliver the Landlord Repair Notice within sixty ( 60 ) days following the date the casualty becomes known to Landlord , Tenant shall , at its sole cost and expense , repair any injury or damage to the Improvements installed in the Premises and shall return such Improvements to their original condition . Whether or not Landlord delivers a Landlord Repair Notice , prior to the commencement of construction , Tenant shall submit to Landlord , for Landlords review and approval , all plans , specifications and working drawings relating thereto , and Landlord shall select the contractors to perform such improvement work . Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors , or injury to Tenants business resulting in any way from such damage or the repair thereof ; provided however , that if such fire or other casualty shall have damaged the Premises or Common Areas necessary to Tenants occupancy , and if such damage is not the result of the willful misconduct of Tenant or Tenants employees , contractors , licensees , or invitees , Landlord shall allow Tenant a proportionate abatement of Rent during the time and to the extent the Premises are unfit for occupancy , which proportionality shall be based on the ratio that the amount of rentable square feet of the Premises which is unfit for occupancy for the purposes permitted under this Lease and not occupied by Tenant as a result thereof bears to the total rentable square feet of the Premises . In the event that Landlord shall not deliver the Landlord Repair Notice , Tenants right to rent abatement pursuant to the preceding sentence shall terminate as of the date which is reasonably determined by Landlord to be the date Tenant should have completed repairs to the Premises assuming Tenant used reasonable due diligence in connection therewith .


14.3 Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%)of any Transfer Premium, as that term is defined in this Section14.3, received by Tenant from such Transferee. Transfer Premium shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i)any changes, alterations and improvements to the Premises in connection with the Transfer, (ii)any free base rent or other economic concessions reasonably provided to the Transferee, and (iii)any reasonable legal fees and brokerage commissions in connection with the Transfer. Transfer Premium shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

14 . 3 Transfer Premium . If Landlord consents to a Transfer , as a condition thereto which the parties hereby agree is reasonable , Tenant shall pay to Landlord fifty percent ( 50 % ) of any Transfer Premium , as that term is defined in this Section14 . 3 , received by Tenant from such Transferee . Transfer Premium shall mean all rent , additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred , after deducting the reasonable expenses incurred by Tenant for ( i ) any changes , alterations and improvements to the Premises in connection with the Transfer , ( ii ) any free base rent or other economic concessions reasonably provided to the Transferee , and ( iii ) any reasonable legal fees and brokerage commissions in connection with the Transfer . Transfer Premium shall also include , but not be limited to , key money , bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer , and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets , fixtures , inventory , equipment , or furniture transferred by Tenant to Transferee in connection with such Transfer . For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term .